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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 
 ________________________________________________
FORM 10-Q
 ________________________________________________
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended July 31, 2024
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)
  ________________________________________________ 
Delaware26-1561397
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
945 Bunker Hill Road, Suite 900, Houston, Texas 77024
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (713961-4600
  ________________________________________________
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.01 per shareNXNew York Stock Exchange
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      No  
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).    Yes      No  
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filerAccelerated filer
Non-accelerated filer
  (Do not check if a smaller reporting company)
Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Securities Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes      No 
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).
The number of shares outstanding of the registrant's Common Stock as of August 31, 2024 was 47,252,070.



QUANEX BUILDING PRODUCTS CORPORATION

INDEX
 
PART I.
Item 1:
Condensed Consolidated Balance Sheets – July 31, 2024 and October 31, 2023
Item 2:
Item 3:
Item 4:
PART II.
Item 1A:
Item 5:
Item 6:


PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
QUANEX BUILDING PRODUCTS CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited) 
July 31,
2024
October 31,
2023
 (In thousands, except share 
amounts)
ASSETS
Current assets:
Cash and cash equivalents$93,966 $58,474 
Accounts receivable, net of allowance for credit losses of $183 and $843
87,554 97,311 
Inventories99,127 97,959 
Income taxes receivable1,447 8,298 
Prepaid and other current assets19,305 11,558 
Total current assets301,399 273,600 
Property, plant and equipment, net of accumulated depreciation of $384,809 and $368,763
251,890 250,664 
Operating lease right-of-use assets63,642 46,620 
Goodwill186,195 182,956 
Intangible assets, net66,606 74,115 
Other assets2,718 3,188 
Total assets$872,450 $831,143 
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable$63,948 $74,371 
Accrued liabilities54,796 50,319 
Income taxes payable 384 
Current maturities of long-term debt2,690 2,365 
Current operating lease liabilities6,435 7,224 
Total current liabilities127,869 134,663 
Long-term debt51,406 66,435 
Noncurrent operating lease liabilities59,099 40,361 
Deferred income taxes27,438 29,133 
Other liabilities12,502 14,997 
Total liabilities278,314 285,589 
Commitments and contingencies
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 37,127,024 and 37,176,958, respectively; outstanding 33,112,593 and 33,011,119, respectively
371 372 
Additional paid-in-capital250,297 251,576 
Retained earnings448,351 409,318 
Accumulated other comprehensive loss(30,131)(38,141)
Less: Treasury stock at cost, 4,014,431 and 4,165,839 shares, respectively
(74,752)(77,571)
Total stockholders’ equity594,136 545,554 
Total liabilities and stockholders' equity$872,450 $831,143 

The accompanying notes are an integral part of the financial statements.
1

QUANEX BUILDING PRODUCTS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
 
Three Months EndedNine Months Ended
 July 31,July 31,
 2024202320242023
 (In thousands, except per share amounts)
Net sales$280,345 $299,640 $785,701 $835,091 
Cost and expenses:
Cost of sales (excluding depreciation and amortization)209,441 221,065 597,127 637,586 
Selling, general and administrative36,509 30,516 103,579 94,631 
Depreciation and amortization10,953 10,596 32,999 31,672 
Operating income23,442 37,463 51,996 71,202 
Non-operating (expense) income:
Interest expense(878)(2,068)(2,896)(6,571)
Other, net9,474 402 10,520 591 
Income before income taxes32,038 35,797 59,620 65,222 
Income tax expense(6,688)(4,099)(12,644)(10,103)
Net income$25,350 $31,698 $46,976 $55,119 
Basic earnings per common share$0.77 $0.97 $1.43 $1.68 
Diluted earnings per common share$0.77 $0.96 $1.42 $1.67 
Weighted-average common shares outstanding:
Basic32,876 32,716 32,857 32,841 
Diluted33,106 32,919 33,087 33,031 
Cash dividends per share$0.08 $0.08 $0.24 $0.24 

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

2

QUANEX BUILDING PRODUCTS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
Three Months EndedNine Months Ended
 July 31,July 31,
 2024202320242023
 (In thousands)
Net income25,350 31,698 $46,976 $55,119 
Other comprehensive income:
Foreign currency translation gain, net of tax4,500 3,078 8,010 17,532 
Other comprehensive income, net of tax4,500 3,078 8,010 17,532 
Comprehensive income$29,850 $34,776 $54,986 $72,651 

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

3

QUANEX BUILDING PRODUCTS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Nine Months Ended
 July 31,
 20242023
 (In thousands)
Operating activities:
Net income$46,976 $55,119 
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization32,999 31,672 
Stock-based compensation2,159 1,828 
Deferred income tax(2,321)177 
Gain on deal contingent foreign exchange forward currency contract
(9,200) 
Other, net886 2,423 
Changes in assets and liabilities:
Decrease in accounts receivable11,114 9,918 
(Increase) decrease in inventory(183)23,864 
Decrease (increase) in other current assets1,646 (439)
Decrease in accounts payable(9,634)(15,471)
Increase (decrease) in accrued liabilities948 (5,152)
Decrease (increase) in income taxes receivable6,659 (3,534)
Increase in deferred pension benefits 22 
Increase in other long-term liabilities707 609 
Other, net577 1,523 
Cash provided by operating activities83,333 102,559 
Investing activities:
Business acquisition (91,302)
Capital expenditures(23,435)(22,450)
Proceeds from disposition of capital assets115 183 
Cash used for investing activities(23,320)(113,569)
Financing activities:
Borrowings under credit facilities 102,000 
Repayments of credit facility borrowings(15,000)(60,000)
Repayments of other long-term debt(1,893)(1,954)
Common stock dividends paid(7,943)(7,952)
Issuance of common stock573 753 
Payroll tax paid to settle shares forfeited upon vesting of stock(1,193)(567)
Purchase of treasury stock (5,593)
Cash (used for) provided by financing activities(25,456)26,687 
Effect of exchange rate changes on cash and cash equivalents935 2,482 
Increase in cash and cash equivalents35,492 18,159 
Cash and cash equivalents at beginning of period58,474 55,093 
Cash and cash equivalents at end of period$93,966 $73,252 

The accompanying notes are an integral part of the financial statements.
4

QUANEX BUILDING PRODUCTS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Unaudited)
 
Nine Months Ended July 31, 2024Common
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, 2023$372 $251,576 $409,318 $(38,141)$(77,571)$545,554 
Net income— — 6,249 — — 6,249 
Foreign currency translation adjustment — — — 6,081 — 6,081 
Common dividends ($0.08 per share)
— — (2,645)— — (2,645)
Stock-based compensation activity:
Expense related to stock-based compensation— 583 — — 583 
Stock options exercised— 22 — — 378 400 
Restricted stock awards granted— (1,357)— — 1,357 — 
Performance restricted stock units vested— (917)— — 917 — 
Other(1)(1,192)— — — (1,193)
Balance at January 31, 2024$371 $248,715 $412,922 $(32,060)$(74,919)$555,029 
Net income— — 15,377 — — 15,377 
Foreign currency translation adjustment— — — (2,571)— (2,571)
Common dividends ($0.08 per share)
— — (2,649)— — (2,649)
Stock-based compensation activity:
Expense related to stock-based compensation— 782 — — — 782 
Stock options exercised— 5 — — 149 154 
Balance at April 30, 2024$371 $249,502 $425,650 $(34,631)$(74,770)$566,122 
Net income— — 25,350 — — 25,350 
Foreign currency translation adjustment— — — 4,500 — 4,500 
Common dividends ($0.08 per share)
— — (2,649)— — (2,649)
Stock-based compensation activity:
Expense related to stock-based compensation— 794 — — — 794 
Stock options exercised— 1 — — 18 19 
Balance at July 31, 2024$371 $250,297 $448,351 $(30,131)$(74,752)$594,136 
5

Nine Months Ended July 31, 2023Common
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, 2022$372 $251,947 $337,456 $(49,422)$(75,518)$464,835 
Net income— — 1,909 — — 1,909 
Foreign currency translation adjustment— — — 11,372 — 11,372 
Common dividends ($0.08 per share)
— — (2,661)— — (2,661)
Stock-based compensation activity:
Expense related to stock-based compensation— 679 — — — 679 
Stock options exercised— 6 — — 93 99 
Restricted stock awards granted— (1,752)— — 1,752 — 
Performance restricted stock units vested— (605)— — 605 — 
Other— (545)— — — (545)
Balance at January 31, 2023$372 $249,730 $336,704 $(38,050)$(73,068)$475,688 
Net income— — 21,512 — — 21,512 
Foreign currency translation adjustment— — — 3,082 — 3,082 
Common dividends ($0.08 per share)
— — (2,659)— — (2,659)
Purchase of treasury stock— — — — (5,593)(5,593)
Stock-based compensation activity:
Expense related to stock-based compensation— 719 — — — 719 
Other— (22)— — — (22)
Balance at April 30, 2023$372 $250,427 $355,557 $(34,968)$(78,661)$492,727 
Net income— — 31,698 — — 31,698 
Foreign currency translation adjustment— — — 3,078 — 3,078 
Common dividends ($0.08 per share)
— — (2,632)— — (2,632)
Stock-based compensation activity:
Expense related to stock-based compensation— 430 — — — 430 
Stock options exercised— 25 — — 629 654 
Balance at July 31, 2023$372 $250,882 $384,623 $(31,890)$(78,032)$525,955 

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

6

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 global, publicly traded manufacturing company primarily serving original equipment manufacturers (OEMs) in the fenestration, cabinetry, solar, refrigeration and outdoor products markets. 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 custom mixing, solar panel sealants, trim moldings, vinyl decking, vinyl fencing, customized compounds, water retention barriers, and conservatory roof components. We have organized our business into three reportable business segments. For additional discussion of our reportable business segments, see Note 13, “Segment Information.” We use low-cost, short lead-time 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 (U.K.), and also serve customers in international markets through our operating plants in the U.K. 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.
Basis of Presentation and Principles of Consolidation
The accompanying interim unaudited 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, 2023 was derived from audited financial information but does not include all disclosures required by U.S. GAAP. 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, 2023. 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.
Use of Estimates
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.
Revenue from Contracts with Customers
Revenue recognition
We recognize revenue that reflects the consideration we expect to receive for product sales upon transfer to customers. Revenue for product sales is recognized when control of the promised products is transferred to our customers, and we are entitled to consideration in exchange for such transfer. We account for a contract when a customer provides us with a firm purchase order that identifies the products to be provided, the payment terms for those products, and when collectability of the consideration due is probable.
Performance obligations
A performance obligation is a promise to provide the customer with a good or service. Our performance obligations include product sales, with each product included in a customer contract being recognized as a separate performance obligation.
7

QUANEX BUILDING PRODUCTS CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
For contracts with multiple performance obligations, the standalone selling price of each product is generally readily observable.
Revenue from product sales is recognized at a point in time when the product is transferred to the customer, in accordance with the shipping terms, which is generally upon shipment. We estimate a provision for sales returns and warranty allowances to account for product returns related to general returns and product nonconformance.
We generally expense incremental costs of obtaining a contract when incurred because the amortization period would be less than one year. Additionally, we do not disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less.
Pricing and sales incentives
Pricing is established at or prior to the time of sale with our customers and we record sales at the agreed-upon net selling price, reflective of current and prospective discounts.
Shipping and handling costs
We account for shipping and handling services as fulfillment services; accordingly, freight revenue is combined with the product deliverable rather than being accounted for as a distinct performance obligation within the terms of the agreement. Shipping and handling costs incurred by us for the delivery of goods to customers are considered a cost to fulfill the contract and are included in cost of sales in the accompanying condensed consolidated statements of income.
Contract assets and liabilities
Deferred revenue, which is not significant, is recorded when we have remaining unsatisfied performance obligations for which we have received consideration.
Disaggregation of revenue
We produce a wide variety of products that are used in the fenestration industry, including window spacer systems; extruded vinyl products; metal fabricated products; 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.
8

QUANEX BUILDING PRODUCTS CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
The following table summarizes our product sales for the three and nine months ended July 31, 2024 and 2023 into groupings by segment which we believe depicts how the nature, amount, timing and uncertainty of our revenues and cash flows are affected by economic factors. For further details regarding our results by segment, refer to Note 13, “Segment Information.”
Three Months EndedNine Months Ended
July 31,July 31,
 2024202320242023
(In thousands)
North American Fenestration:
United States - fenestration$131,394 $138,090 $362,674 $379,613 
International - fenestration6,950 8,542 20,559 22,019 
United States - non-fenestration27,873 26,423 81,196 73,823 
International - non-fenestration4,041 4,026 13,598 11,581 
$170,258 $177,081 $478,027 $487,036 
European Fenestration:
International - fenestration$50,551 $51,752 $139,270 $142,009 
International - non-fenestration9,066 16,137 26,367 44,595 
$59,617 $67,889 $165,637 $186,604 
North American Cabinet Components:
United States - fenestration$3,791 $4,486 $11,203 $12,613 
United States - non-fenestration47,287 50,199 133,456 148,774 
International - non-fenestration370 700 1,004 2,190 
$51,448 $55,385 $145,663 $163,577 
Unallocated Corporate & Other
Eliminations$(978)$(715)$(3,626)$(2,126)
$(978)$(715)$(3,626)$(2,126)
Net sales$280,345 $299,640 $785,701 $835,091 
Allowance for Credit Losses
We have established an allowance for credit losses to estimate the risk of losses, which represents an estimate of expected losses over the remaining contractual life of our receivables. The allowance is determined using two methods. The amounts calculated from each of these methods are combined to determine the total amount reserved. First, a specific reserve is established for individual accounts where information indicates the customers may have an inability to meet financial obligations. Second, a reserve is determined for all customers based on a range of percentages applied to aging categories. These percentages are based on historical collection rates, write-off experience, and forecasts of future economic conditions. Actual write-offs are charged against the allowance when collection efforts have been unsuccessful.
Related Parties
Net sales include transactions with a customer which is a related party with one of our non-employee directors for three and nine months ended July 31, 2024 of was $0.3 million and $0.8 million, respectively, and $0.3 million and $0.9 million for the comparable prior year periods. We performed a review of these transactions, of which no single transaction or series of related transactions exceeded $120,000 in amount, and determined that these transactions were enacted independently of each other. We are not aware of any other related party transactions with any of our current non-employee directors or officers outside of their normal business functions or expected contractual duties.
9

QUANEX BUILDING PRODUCTS CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
2. Acquisition
On November 1, 2022, we entered into an Asset Purchase Agreement (the “Purchase Agreement”) with LMI Custom Mixing, LLC (“LMI”) and the equity owners of LMI, Lauren International, Ltd. and Meteor-US-Beteiligungs GMBH. Under the Purchase Agreement, we acquired substantially all of the operating assets comprising LMI’s polymer mixing and rubber compound production business (collectively, the “Purchased Assets”) and also agreed to assume certain liabilities relating to the Purchased Assets (collectively, the “LMI Acquisition”). As consideration for the Purchased Assets, we paid $91.3 million in cash utilizing funds borrowed under our Credit Facility. In connection with the LMI Acquisition, we amended our existing finance lease with Lauren Real Estate Holding LLC for the purpose of adding an additional lease renewal option and increasing rental space by approximately 60,000 square feet of rental space which was added to the 313,595 square feet of rentable area located in Cambridge, Ohio.
3. Inventories
Inventories consisted of the following at July 31, 2024 and October 31, 2023 (in thousands):
July 31,
2024
October 31,
2023
Raw materials$59,865 $53,585 
Finished goods and work in process37,343 42,195 
Supplies and other1,919 2,179 
Total$99,127 $97,959 
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.
4. Leases
We recognize a right-of-use (ROU) asset and lease liability for each operating and finance lease with a contractual term greater than 12 months at the time of lease inception. We include ROU assets and lease liabilities for leases that exist within other contracts. Leases with an original term of 12 months or less are not recognized on the balance sheet, and the rent expense related to those short-term leases is recognized over the lease term. We do not account for lease and non-lease (e.g., common area maintenance) components of contracts separately for any underlying asset class.
We lease certain manufacturing plants, warehouses, office space, vehicles and equipment under finance and operating leases. Lease commencement occurs on the date we take possession or control of the property or equipment. Original terms for our real estate-related leases are generally between five years and twenty years. Original terms for equipment-related leases, primarily manufacturing equipment and vehicles, are generally between one year and ten years. Some of our leases also include rental escalation clauses. Renewal options are included in the determination of lease payments when management determines the options are reasonably certain of exercise, considering financial performance, strategic importance and/or invested capital.
If readily determinable, the rate implicit in the lease is used to discount lease payments to present value; however, substantially all of our leases do not provide a readily determinable implicit rate. When the implicit rate is not determinable, our estimated incremental borrowing rate is utilized, determined on a collateralized basis, to discount lease payments based on information available at lease commencement.
Total lease costs recorded include fixed operating lease costs and variable lease costs. Most of our real estate leases require we pay certain expenses, such as common area maintenance costs, of which the fixed portion is included in operating lease costs. We recognize operating lease costs on a straight-line basis over the lease term. In addition to the above costs, variable lease costs are recognized when probable and are not included in determining the present value of our lease liability.
The ROU asset is measured at the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date and initial direct costs. For operating leases, ROU assets are reduced over the lease term by the recognized straight-line lease expense less the amount of accretion of the lease liability determined using the effective interest method. For finance leases, ROU assets are amortized on a straight-line basis over the shorter of the useful life of the leased asset or the lease term. Interest expense on each finance lease liability is recognized utilizing the effective interest method. ROU assets are tested for impairment in the same manner as long-lived assets. Additionally, we monitor for events or changes in circumstances that may require a reassessment of one of our leases and determine if a remeasurement is required.
10

QUANEX BUILDING PRODUCTS CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
The table below presents the lease-related assets and liabilities recorded on the balance sheet at July 31, 2024 and October 31, 2023 (in thousands):
LeasesClassificationJuly 31,
2024
October 31,
2023
Assets
Operating lease assetsOperating lease right-of-use assets$63,642 $46,620 
Finance lease assets
Property, plant and equipment (less accumulated depreciation of $9,594 and $6,691)
60,760 58,496 
Total lease assets$124,402 $105,116 
Liabilities
Current
OperatingCurrent operating lease liabilities$6,435 $7,224 
FinanceCurrent maturities of long-term debt3,000 2,676 
Noncurrent
OperatingNoncurrent operating lease liabilities59,099 40,361 
FinanceLong-term debt52,007 52,309 
Total lease liabilities$120,541 $102,570 
The table below presents the components of lease costs for the three and nine months ended July 31, 2024 and 2023 (in thousands):
Three Months EndedNine Months Ended
July 31,July 31,
2024202320242023
Operating lease cost
$3,722 $2,322 $7,720 $6,731 
Finance lease cost
Amortization of leased assets1,237 824 2,706 2,439 
Interest on lease liabilities839 612 1,863 1,815 
Variable lease costs
523 420 1,461 1,210 
Total lease cost$6,321 $4,178 $13,750 $12,195 
11

QUANEX BUILDING PRODUCTS CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
The table below presents supplemental cash flow information related to leases for the nine months ended July 31, 2024 and 2023 (in thousands):
Nine Months Ended
July 31,
20242023
Cash paid for amounts included in the measurement of lease liabilities:
Finance leases - financing cash flows$2,112 $1,762 
Finance leases - operating cash flows$1,863 $1,815 
Operating leases - operating cash flows$6,826 $6,848 
Right-of-use assets obtained in exchange for lease liabilities:
Operating leases$22,025 $3,714 
Finance leases$1,308 $25,723 
The table below presents the weighted-average remaining lease terms and weighted-average discount rates for the Company's leases as of July 31, 2024 and October 31, 2023:
July 31,
2024
October 31,
2023
Weighted-average remaining lease term (in years)
Operating leases10.810.7
Financing leases17.718.7
Weighted-average discount rate
Operating leases4.66 %4.09 %
Financing leases4.69 %4.52 %
The table below presents the maturity of the lease liabilities as of July 31, 2024 (in thousands):
Operating LeasesFinance Leases
2024 (remaining three months)$2,341 $1,379 
20259,299 5,436 
20269,150 5,276 
20278,148 5,109 
20287,316 4,931 
Thereafter49,112 59,006 
Total lease payments85,366 81,137 
Less: present value discount19,832 26,130 
Total lease liabilities$65,534 $55,007 
12

QUANEX BUILDING PRODUCTS CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
5. Goodwill and Intangible Assets
Goodwill
The change in the carrying amount of goodwill for the nine months ended July 31, 2024 was as follows (in thousands):
Nine Months Ended
 July 31, 2024
Beginning balance as of November 1, 2023$182,956 
Foreign currency translation adjustment3,239 
Balance as of the end of the period$186,195 
At our last annual test date, August 31, 2023, we evaluated the recoverability of goodwill at each of our five reporting units with goodwill balances and determined that our goodwill was not impaired. We evaluated for indicators of impairment for all reporting units during the three and nine months ended July 31, 2024 and determined that there were no triggering events. For additional discussion of change in reporting units and a summary of the change in the carrying amount of goodwill by segment, see Note 13, “Segment Information.”
Identifiable Intangible Assets
Amortizable intangible assets consisted of the following as of July 31, 2024 and October 31, 2023 (in thousands):
 July 31, 2024October 31, 2023
Gross Carrying
Amount
Accumulated
Amortization
Gross Carrying
Amount
Accumulated
Amortization
Customer relationships$159,707 $107,116 $157,629 $99,230 
Trademarks and trade names56,166 44,989 55,519 42,879 
Patents and other technology25,162 22,324 25,127 22,051 
Total$241,035 $174,429 $238,275 $164,160 
We had aggregate amortization expense related to intangible assets for the three and nine months ended July 31, 2024 of $2.8 million and $9.0 million, respectively, and $3.0 million and $9.1 million for the comparable prior year periods.
Estimated remaining amortization expense, assuming current intangible balances and no new acquisitions, for future fiscal years as of July 31, 2024 (in thousands):
Estimated
Amortization Expense
2024 (remaining three months)$2,797 
202510,393 
202610,151 
202710,152 
20284,918 
Thereafter28,195 
Total$66,606 

13

QUANEX BUILDING PRODUCTS CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
6. Debt and Finance Lease Obligations
Long-term debt consisted of the following at July 31, 2024 and October 31, 2023 (in thousands):
July 31,
2024
October 31,
2023
Revolving Credit Facility$ $15,000 
Finance lease obligations and other55,007 55,000 
Unamortized deferred financing fees(911)(1,200)
Total debt$54,096 $68,800 
Less: Current maturities of long-term debt2,690 2,365 
Long-term debt$51,406 $66,435 
Credit Agreement
On August 1, 2024, we completed our previously announced acquisition (the “Tyman Acquisition”) of Tyman plc, a company incorporated in England and Wales (“Tyman”). On June 12, 2024, in connection with the Tyman Acquisition, the Company, Wells Fargo Bank, National Association (“Wells Fargo Bank”, acting as agent, swingline lender and issuing lender, the “Agent”), the other entities therein specified in the capacities therein specified, and the lenders parties thereto, entered into an amendment to the Second Amended and Restated Credit Agreement, dated as of July 6, 2022 (the “Existing Credit Agreement”, and the Existing Credit Agreement as so amended, the “Amended Credit Agreement”). The Amended Credit Agreement did not become effective until August 1, 2024 upon the completion the Tyman Acquisition. For further information regarding the Tyman Acquisition and the Amended Credit Agreement, refer to Note 16, “Subsequent Events.”
On July 6, 2022, we entered into our Existing Credit Agreement with Wells Fargo Securities, LLC, as Agent, Swingline Lender and Issuing Lender, and BofA Securities, Inc. serving as Syndication Agent. We capitalized $1.2 million of deferred financing fees related to the Credit Facility. This $325.0 million revolving credit facility has a five-year term, maturing on July 6, 2027, and replaces our previous credit facility.
Interest payments for the Existing Credit Agreement are calculated, at our election and depending upon the Consolidated Net Leverage Ratio, at a Base Rate (as defined within the Existing Credit Agreement) plus an applicable margin or at the same rate as Risk-Free Rate (“RFR”) Loans for domestic borrowings or Eurocurrency Rate Loans plus an applicable margin. In addition, we are subject to commitment fees for the unused portion of the Existing Credit Agreement.
The applicable margin and commitment fees are outlined in the following table:
Pricing LevelConsolidated Net Leverage RatioCommitment FeeEurocurrency Rate Loans and RFR LoansBase Rate Loans
ILess than or equal to 1.50 to 1.000.150%1.25%0.25%
IIGreater than 1.50 to 1.00, but less than or equal to 2.25 to 1.000.175%1.50%0.50%
IIIGreater than 2.25 to 1.00, but less than or equal to 3.00 to 1.000.200%1.75%0.75%
IVGreater than 3.00 to 1.000.250%2.00%1.00%
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 Existing Credit Agreement provides for incremental revolving credit commitments for a minimum principal amount of $10.0 million, up to an aggregate amount of $150.0 million or 100% of Consolidated EBITDA, 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 Existing Credit Agreement.
The Existing Credit Agreement contains a: (1) Consolidated Interest Coverage Ratio requirement whereby we must not permit the Consolidated Interest Coverage Ratio, as defined, to be less than 3.00 to 1.00, and (2) Consolidated Net Leverage Ratio requirement, whereby we must not permit the Consolidated Net Leverage Ratio, as defined, to be greater than 3.25 to 1.00.
In addition to maintaining these financial covenants, the Existing 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
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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
restricted payments, pay dividends (limited to $25.0 million per year) and other transactions as further defined in the Existing Credit Agreement. Some of these limitations, however, do not take effect so long as Consolidated Net Leverage Ratio is less than or equal to 2.75 to 1.00 and available liquidity exceeds $25.0 million. Substantially all of our domestic assets, with the exception of real property, are used as collateral for the Existing Credit Agreement.
As of July 31, 2024, we had no borrowings outstanding under the Existing Credit Agreement, unamortized debt issuance costs of $0.9 million, $3.7 million of outstanding letters of credit and $55.0 million outstanding primarily under finance leases and other debt. We had $321.3 million available for use under the Existing Credit Agreement at July 31, 2024. Our weighted-average borrowing rate for borrowings outstanding during the nine months ended July 31, 2024 and 2023 was 6.69% and 5.91%, respectively. We were in compliance with our debt covenants as of July 31, 2024.
7. Retirement Plans
Pension Plan
Our non-contributory, single employer defined benefit pension plan covered certain of our employees in the U.S. During the year ended October 31, 2023, we terminated our defined contribution plan and settled the obligation during the three months ended October 31, 2023. The net periodic pension (benefit) cost for this plan for the three and nine months ended July 31, 2024 and 2023 was as follows (in thousands):
Three Months EndedNine Months Ended
July 31,July 31,
 2024202320242023
Service cost$ $95 $ $287 
Interest cost 390  1,169 
Expected return on plan assets (366) (1,099)
Amortization of net loss 11  32 
Settlement reimbursement  (903) 
Net periodic pension (benefit) cost$ $130 $(903)$389 
Other Plans
We also have a supplemental benefit plan covering certain executive officers and key employees and a non-qualified deferred compensation plan covering members of the Board of Directors and certain key employees. As of July 31, 2024 and October 31, 2023, our liability under the supplemental benefit plan was approximately zero and $2.0 million, respectively. During the year ended October 31, 2023, the supplemental benefit plan was terminated. Benefits associated with this plan were distributed in June 2024 in accordance with Internal Revenue Service regulations. As of July 31, 2024 and October 31, 2023, the liability associated with the deferred compensation plan was approximately $4.9 million and $3.9 million, respectively. We record the current portion of liabilities associated with these plans under the caption “Accrued liabilities,” and the long-term portion under the caption “Other liabilities” in the accompanying condensed consolidated balance sheets.
8. Income Taxes
To determine our income tax expense or benefit for interim periods, consistent with accounting standards, we apply the estimated annual effective income tax rate to year-to-date results, plus any applicable discrete items, which are recorded in the period in which they occur. Discrete items include, among others, such events as changes in estimates due to the finalization of tax returns, tax audit settlements, expiration of statutes of limitations, tax benefits on equity compensation, and increases or decreases in valuation allowances on deferred tax assets. Our estimated annual effective tax rates from continuing operations for the nine months ended July 31, 2024 and 2023 were 21.2% and 18.2%, respectively. The difference between our estimated annual effective income tax rate and the U.S. federal statutory rate of 21% principally results from discrete tax items, U.S. state taxes, a non-U.S. tax rate differential and other permanent differences. The primary discrete items affecting the 2024 effective rate were the benefit of $0.4 million related to the vesting or exercise of equity-based compensation awards and a charge of $0.7 million related to the true up of the deferred tax rate. The primary discrete item affecting the 2023 effective rate was a benefit of $1.7 million related to a true-up of tax provision accrual to tax return filings.
As of July 31, 2024, our liability for uncertain tax positions (UTP) of $0.3 million relates to certain U.S. federal and state tax items regarding the interpretation of tax laws and regulations, including a minimal amount of interest and penalties. We include all interest and penalties related to uncertain tax benefits within our income tax provision account. To the extent interest
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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
and penalties are not assessed with respect to uncertain tax positions or the uncertainty of deductions in the future, amounts accrued will be reduced and reflected as a reduction of the overall income tax provision.
We evaluate the likelihood of realization of our deferred tax assets by considering both positive and negative evidence. We maintain a valuation allowance for certain state net operating losses which totaled $0.6 million as of July 31, 2024 and October 31, 2023, respectively.
9. Contingencies
Remediation and Environmental Compliance Costs
Under applicable state and federal laws, we may be responsible for, among other things, all or part of the costs required to remove or remediate wastes or hazardous substances at locations we, or our predecessors, have owned or operated. From time to time, we also have been alleged to be liable for all or part of the costs incurred to clean up third-party sites where there might have been an alleged improper disposal of hazardous substances. Currently, we are not involved in any such matters.
From time to time, we incur routine expenses and capital expenditures associated with compliance with existing environmental regulations, including control of air emissions and water discharges, and plant decommissioning costs. We have not incurred any material expenses or capital expenditures related to environmental matters during the past three fiscal years, and do not expect to incur a material amount of such costs in fiscal 2024. While we will continue to have future expenditures related to environmental matters, any such amounts are impossible to reasonably estimate at this time. Based upon our experience to date, we do not believe that our compliance with environmental requirements will have a material adverse effect on our operations, financial condition or cash flows.
Litigation
From time to time, we, along with our subsidiaries, are involved in various litigation matters arising in the ordinary course of our business, including those arising from or related to contractual matters, commercial disputes, intellectual property, personal injury, environmental matters, product performance or warranties, product liability, insurance coverage and personnel and employment disputes. We regularly review with legal counsel the status of all ongoing proceedings, and we maintain insurance against these risks to the extent deemed prudent by our management and to the extent such insurance is available. However, there is no assurance that we will prevail in these matters or that our insurers will accept full coverage of these matters, and we could, in the future, incur judgments, enter into settlements of claims, or revise our expectations regarding the outcome or insurability of matters we face, which could materially impact our results of operations.
We have been and are currently party to multiple claims, some of which are in litigation, relating to alleged defects in a commercial sealant product that was manufactured and sold during the 2000’s. While we believe that our product was not defective and that we would prevail in these commercial sealant product claims if taken to trial, the timing, ultimate resolution and potential impact of these claims is not currently determinable. Nevertheless, after taking into account all currently available information, including our defenses, the advice of our counsel, and the extent and currently-expected availability of our existing insurance coverage, we believe that the eventual outcome of these commercial sealant claims will not have a material adverse effect on our overall financial condition, results of operations or cash flows, and we have not recorded any accrual with regard to these claims.
10. 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 data 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
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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
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.
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 instrument approximates carrying value at July 31, 2024, and October 31, 2023 (Level 2 measurement).
On May 2, 2024, we entered into a deal contingent foreign exchange forward currency contract to manage our exposure to foreign currency exchange rate fluctuations against the USD and GBP for approximately $605 million, as part of the $1.1 billion purchase consideration for the Tyman Acquisition. Our deal contingent forward contract is adjusted to fair value by recording gains and losses to “Other, net,” and we record the related asset to “Other Current Assets” in the accompanying condensed consolidated statement of income and condensed consolidated balance sheets, respectively. During the three months ended July 31, 2024, we recognized a gain of $9.2 million related to this foreign exchange forward currency contract and the contract was concluded in August 2024 as a result of the completion of the Tyman Acquisition. The value of our foreign exchange forward currency contract fluctuated based on exchange rate fluctuations against the USD and GBP (Level 2 measurement). For further information regarding the Tyman Acquisition, refer to Note 16, “Subsequent Events.”
Our performance share awards are marked-to-market on a quarterly basis during a three-year vesting period based on market data (Level 2 measurement). For further information, refer to Note 11, “Stock-Based Compensation - Performance Share Awards.”
11. Stock-Based Compensation
We have established and maintain an Omnibus Incentive Plan (2020 Plan) that provides for the granting of restricted stock awards, stock options, restricted stock units, performance share awards, performance restricted stock units, and other stock-based and cash-based awards. The 2020 Plan is administered by the Compensation and Management Development Committee of the Board of Directors.
The aggregate number of shares of common stock authorized for grant under the 2020 Plan is 3,139,895 as approved by shareholders. Any officer, key employee and/or non-employee director is eligible for awards under the 2020 Plan. We grant restricted stock units to non-employee directors on the first business day of each fiscal year. As approved by the Compensation & Management Development Committee of our Board of Directors annually, we grant a mix of restricted stock awards, performance shares and performance restricted stock units to officers, management and key employees. We also historically granted stock options to certain officers, directors 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 award is entitled to all of the rights of a shareholder, except that the award is nontransferable during the vesting period and quarterly dividends are not paid until the award vests. 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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QUANEX BUILDING PRODUCTS CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
A summary of non-vested restricted stock awards activity during the nine months ended July 31, 2024 is presented below:
Restricted Stock AwardsWeighted-Average
Grant Date Fair Value per Share
Non-vested at October 31, 2023242,300 $22.36 
Granted72,900 32.15 
Forfeited(11,800)22.30 
Vested(66,600)20.68 
Non-vested at July 31, 2024236,800 $25.85 
The total weighted-average grant-date fair value of restricted stock awards that vested during each of the nine months ended July 31, 2024 and 2023 was $1.4 million and $1.0 million, respectively. As of July 31, 2024, total unrecognized compensation cost related to unamortized restricted stock awards was $3.0 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. In December 2017, the Compensation & Management Development Committee of the Board of Directors approved a change to the long-term incentive award program eliminating the grant of stock options and replacing this award with a grant of performance restricted stock units and performance shares as further described below. As a result, the final stock options were granted during the fiscal year ended October 31, 2017. Stock options typically vested 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 was determined on the grant date and expensed over the vesting period resulting in an increase in additional paid-in-capital. For employees who were 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, 2023.
The following table summarizes our stock option activity for the nine months ended July 31, 2024:
Stock OptionsWeighted-Average
Exercise Price
Weighted-Average
Remaining Contractual
Term (in years)
Aggregate
Intrinsic
Value (000s)
Outstanding at October 31, 2023107,530 $19.48 
Exercised(29,280)19.58 
Outstanding at July 31, 202478,250 $19.45 1.7$1,092 
Vested at July 31, 202478,250 $19.45 1.7$1,092 
Exercisable at July 31, 202478,250 $19.45 1.7$1,092 
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, 2024 and 2023 was $0.4 million and $0.3 million, respectively.
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 non-employee director restricted stock units vest immediately but are payable only upon the director's cessation of service unless an election is made by the non-employee director to settle and pay the award on an earlier specified date. 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.
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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
During the nine months ended July 31, 2024 and 2023, non-employee directors received 26,215 and 38,704 restricted stock units, respectively, at a weighted-average grant date fair value of $26.70 per share and $20.67 per share, respectively, which vested immediately. During the nine months ended July 31, 2023, 21,774 restricted stock units, which were awarded to key employees, vested. During the nine months ended July 31, 2024, we paid $0.6 million and $0.4 million for the comparable prior year to settle vested restricted stock units.
Performance Share Awards
We have awarded annual grants of performance shares to key employees and officers. Performance share awards vest with return on net assets (RONA) as the vesting condition and pay out 100% in cash, and are accounted for as liability.
The expected cash settlement of the performance share award 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. Depending on the achievement of the performance conditions, 0% to 200% of the awarded performance shares may ultimately vest.
The following table summarizes our performance share grants and the grant date fair value for the RONA performance metrics:
Grant DateShares AwardedGrant Date Fair ValueShares Forfeited
December 9, 202180,900 $22.54 4,600 
December 7, 202289,300 $23.49 4,600 
December 7, 202372,200 $32.15  
In December 2023, 122,400 shares vested pursuant to the December 2020 grant, which were settled with a cash payment of $3.4 million.
Performance share awards are payable in cash based upon the number of performance shares ultimately earned, and are therefore not considered outstanding shares.
Performance Restricted Stock Units
We award performance restricted stock units to key employees and officers. These awards cliff vest upon a three-year service period with the absolute total shareholder return of our common stock over this three-year term as the vesting criteria. The number of shares earned is variable depending on the metric achieved, and the settlement method is 100% in our common stock, with accrued dividends paid in cash at the time of vesting, assuming the shares had been outstanding throughout the performance period.
To value the performance restricted stock units, we used a Monte Carlo simulation model to arrive at a grant-date fair value. This amount will be adjusted for forfeitures and expensed over the three-year term of the award with a credit to additional paid-in-capital. Depending on the achievement of the performance conditions, a minimum of 0% and a maximum of 150% of the awarded performance restricted stock units may vest. Specifically, the awards vest on a continuum with the following Absolute Total Shareholder Return (A-TSR) milestones:
Vesting LevelVesting CriteriaPercentage of Award Vested
Level 1A-TSR greater than or equal to 50%150%
Level 2A-TSR less than 50% and greater than or equal to 20%100%
Level 3A-TSR less than 20% and greater than or equal to -20%50%
Level 4A-TSR less than -20%%
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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
The following table summarizes our performance restricted stock unit grants and the grant date fair value for the A-TSR performance metric:
Grant DateShares AwardedGrant Date Fair ValueShares Forfeited
December 9, 202150,900 $21.06 3,400 
December 7, 202251,500 $23.22 3,100 
December 7, 202340,700 $30.35  
During the nine months ended July 31, 2024, 49,228 performance restricted stock units vested.
The performance restricted stock units are not considered outstanding shares, do not have voting rights, and are excluded from 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, 2024, we have deemed 67,626 shares related to the December 2021 grant of performance restricted stock units as probable to vest.
The following table summarizes amounts expensed as selling, general and administrative expense related to restricted stock awards, stock options, restricted stock units, performance share awards and performance restricted stock units for the three and nine months ended July 31, 2024 and 2023 (in thousands):
 Three Months EndedNine Months Ended
July 31,July 31,
 2024202320242023
Restricted stock awards$514 $356 $1,333 $1,258 
Restricted stock units39 1,444 1,815 1,873 
Performance share awards444 592 1,372 3,934 
Performance restricted stock units280 74 826 570 
Total compensation expense$1,277 $2,466 $5,346 $7,635 
Treasury Shares
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, upon the exercise of stock options, and upon the vesting of performance restricted stock units. 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. There were no charges to retained earnings during the nine months ended July 31, 2024.
The following table summarizes the treasury stock activity during the nine months ended July 31, 2024:
Nine Months Ended
 July 31, 2024
Beginning Balance as of November 1, 20234,165,839 
Restricted stock awards granted(72,900)
Performance restricted stock units vested(49,228)
Stock options exercised(29,280)
Balance at July 31, 20244,014,431 
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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
12. Other, net
Other, net on the condensed consolidated statements of income consisted of the following for the three and nine months ended July 31, 2024 and 2023 (in thousands):
 Three Months EndedNine Months Ended
July 31,July 31,
 2024202320242023
Foreign currency transaction (losses) gains $(38)$126 $(94)$36 
Foreign currency derivative gains9,200 16 9,200 1 
Pension service benefit 309 903 494 
Interest income300 81 772 114 
Other12 (130)(261)(54)
Other, net$9,474 $402 $10,520 $591 
13. Segment Information
We present three reportable business segments (1) NA Fenestration, comprising four operating segments primarily focused on the fenestration market in North America including vinyl profiles, insulating glass spacers, screens, custom compound mixing, and other fenestration components; (2) EU Fenestration, comprising our U.K.-based vinyl extrusion business, manufacturing vinyl profiles & conservatories, and the European insulating glass business manufacturing insulating glass spacers; and (3) NA Cabinet Components, comprising our cabinet door and components operations. Additionally, we maintain an Unallocated Corporate & Other which includes transaction expenses; stock-based compensation; long-term incentive awards based on the performance of our common stock and other factors; certain severance, legal and other costs not deemed to be allocable to all segments; depreciation of corporate assets; interest expense; other, net; income taxes and inter-segment eliminations; and executive incentive compensation and medical expense fluctuations relative to planned costs as determined during the annual planning process. Other general and administrative costs associated with the corporate office are allocated to the reportable segments, based upon a relative measure of profitability in order to more accurately reflect each reportable business segment's administrative costs. We allocate corporate expenses to businesses acquired mid-year from the date of acquisition. The accounting policies of our operating segments are the same as those used to prepare the accompanying condensed consolidated financial statements. Corporate general and administrative expense allocated during the three and nine month period ended July 31, 2024 was $6.6 million and $20.8 million, respectively, and $6.3 million and $17.1 million for the comparable prior year periods.
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 the building products industry, primarily the fenestration business; (2) similar production processes, although there are some differences in the amount of automation amongst operating plants; (3) similar types or classes of customers, namely the primary OEMs; (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.

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
Segment information for the three and nine months ended July 31, 2024 and 2023, and total assets as of July 31, 2024 and October 31, 2023 are summarized in the following table (in thousands):
NA FenestrationEU FenestrationNA Cabinet ComponentsUnallocated Corp. & OtherTotal
Three Months Ended July 31, 2024
Net sales$170,258 $59,617 $51,448 $(978)$280,345 
Depreciation and amortization5,194 2,609 3,093 57 10,953 
Operating income (loss)17,845 12,688 282 (7,373)23,442 
Capital expenditures4,339 847 1,024 42 6,252 
Three Months Ended July 31, 2023
Net sales$177,081 $67,889 $55,385 $(715)$299,640 
Depreciation and amortization5,033 2,434 3,084 45 10,596 
Operating income (loss)22,668 16,150 2,271 (3,626)37,463 
Capital expenditures3,201 2,244 1,744 187 7,376 
Nine Months Ended July 31, 2024
Net sales$478,027 $165,637 $145,663 $(3,626)$785,701 
Depreciation and amortization15,887 7,705 9,240 167 32,999 
Operating income (loss)44,652 30,597 (3,209)(20,044)51,996 
Capital expenditures15,799 3,253 3,959 424 23,435 
Nine Months Ended July 31, 2023
Net sales$487,036 $186,604 $163,577 $(2,126)$835,091 
Depreciation and amortization15,328 7,135 8,988 221 31,672 
Operating income (loss)47,686 36,052 1,928 (14,464)71,202 
Capital expenditures11,673 5,300 5,085 392 22,450 
As of July 31, 2024
Total assets$389,715 $242,228 $149,862 $90,645 $872,450 
As of October 31, 2023
Total assets$379,286 $239,333 $158,824 $53,700 $831,143 
The following table summarizes the change in the carrying amount of goodwill by reportable business segment for the nine months ended July 31, 2024 (in thousands):
NA FenestrationEU FenestrationNA Cabinet Comp.Unallocated Corp. & OtherTotal
Balance as of October 31, 2023$80,105 $63,704 $39,147 $ $182,956 
Foreign currency translation adjustment 3,239   3,239 
Balance as of July 31, 2024$80,105 $66,943 $39,147 $ $186,195 
For further details of Goodwill, see Note 5, “Goodwill & Intangible Assets,” located herewith.
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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
We did not allocate non-operating loss or income tax benefit to the reportable segments. The following table reconciles operating income as reported above to net income for the three and nine months ended July 31, 2024 and 2023 (in thousands):
Three Months EndedNine Months Ended
July 31,July 31,
2024202320242023
Operating income$23,442 $37,463 $51,996 $71,202 
Interest expense(878)(2,068)(2,896)(6,571)
Other, net9,474 402 10,520 591 
Income tax expense(6,688)(4,099)(12,644)(10,103)
Net income$25,350 $31,698 $46,976 $55,119 

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
14. Earnings Per Share
We compute basic earnings per share by dividing net income by the weighted-average number of common shares outstanding during the period. Diluted earnings per common and potential common shares include the weighted-average of additional shares associated with the incremental effect of dilutive employee stock options, non-vested restricted stock as determined using the treasury stock method prescribed by U.S. GAAP and contingent shares associated with performance share awards, if dilutive.
Basic and diluted earnings per share for the three and nine months ended July 31, 2024 and 2023 were calculated as follows (in thousands, except per share data):
Net IncomeWeighted-Average SharesPer Share
Three Months Ended July 31, 2024
Basic earnings per common share$25,350 32,876 $0.77 
Effect of dilutive securities:
Stock options— 29 — 
Restricted stock awards— 133 — 
Performance restricted stock units— 68 — 
Diluted earnings per common share$25,350 33,106 $0.77 
Three Months Ended July 31, 2023
Basic earnings per common share$31,698 32,716 $0.97 
Effect of dilutive securities:
Stock options— 33 — 
Restricted stock awards— 124 — 
Performance restricted stock units— 46 — 
Diluted earnings per common share$31,698 32,919 $0.96 
Nine Months Ended July 31, 2024
Basic earnings per common share$46,976 32,857 $1.43 
Effect of dilutive securities:
Stock options— 34 — 
Restricted stock awards— 128 — 
Performance restricted stock units— 68 — 
Diluted earnings per common share$46,976 33,087 $1.42 
Nine Months Ended July 31, 2023
Basic earnings per common share$55,119 32,841 $1.68 
Effect of dilutive securities:
Stock options— 30 — 
Restricted stock awards— 114 — 
Performance restricted stock units— 46 — 
Diluted earnings per common share$55,119 33,031 $1.67 
We do not include equity instruments in our calculation of diluted earnings per share if those instruments would be anti-dilutive. We had zero and 1,364 of anti-dilutive restricted stock award equivalents for the three and nine months ended July 31, 2024, respectively, and no corresponding equivalents for the comparable prior year periods. Such dilution is dependent on the excess of the market price of our stock over the exercise price and other components of the treasury stock method.
24

QUANEX BUILDING PRODUCTS CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
15. New Accounting Guidance
From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standards setting bodies that we adopt as of the specified effective date. We did not adopt any new accounting pronouncements during the three and nine months ended July 31, 2024.
Accounting Standards Not Yet Adopted
In November 2023, the FASB issued “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024 with early adoption is permitted. The guidance is to be applied retrospectively to all prior periods presented in the financial statements. We are currently evaluating the potential impact of adopting this new guidance on our consolidated financial statements and related disclosures.
In December 2023, the FASB issued “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which includes updates to the income tax disclosures related to the rate reconciliation and disaggregation of income taxes paid by jurisdiction. The amendments are effective for fiscal years beginning after December 15, 2024 with early adoption permitted. The amendments should be applied prospectively, however retrospective application is permitted. We are currently evaluating the potential impact of adopting this new guidance on our consolidated financial statements and related disclosures.
16. Subsequent Events
On August 1, 2024, we completed the Tyman Acquisition of Tyman plc, a company incorporated in England and Wales (“Tyman”). The aggregate consideration due pursuant to the Tyman Acquisition at closing comprised of 14,139,477 newly issued Quanex common shares (“New Quanex Shares”) and cash consideration of approximately $504.1 million (being the Pound Sterling amount of cash consideration of £392.2 million in respect of all of the Tyman Shares converted to U.S. Dollars at an exchange rate of 1.2855). New Quanex Shares issued in connection with the Tyman Acquisition on the New York Stock Exchange took effect on August 2, 2024 and Tyman’s shares on the London Stock Exchange were canceled.
On June 12, 2024, in connection with the Tyman Acquisition, the Company, Wells Fargo Bank, National Association (“Wells Fargo Bank”, acting as agent, swingline lender and issuing lender, the “Agent”), the other entities therein specified in the capacities therein specified, and the lenders parties thereto, entered into an amendment to the Second Amended and Restated Credit Agreement, dated as of July 6, 2022 (the “Existing Credit Agreement”, and the Existing Credit Agreement as so amended, the “Amended Credit Agreement”). The Amended Credit Agreement did not become effective until August 1, 2024 upon the completion of the Tyman Acquisition.
The Amended Credit Agreement will (i) increase the senior secured revolving credit facility to an aggregate principal amount of $475 million (the “Revolving Credit Facility”) and (ii) provide for a senior secured term loan A facility in an aggregate principal amount of $500 million (the “Term A Facility” and together with the Revolving Credit Facility, the “Facilities”). The Revolving Credit Facility will include alternative currency, letter of credit, and swing-line sub-facilities of $100 million, $30 million, and $15 million, respectively. The maturity date of the Facilities will be five years after the acquisition effective date, maturing on August 1, 2029.

25

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.
Cautionary Note Regarding Forward-Looking Statements
Certain of the statements contained in this document and in documents incorporated by reference herein, including those made under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations” include “forward-looking” statements as defined under the Private Securities Litigation Reform Act of 1995. Generally, the words “expect,” “believe,” “intend,” “estimate,” “anticipate,” “project,” “will,” and similar expressions identify forward-looking statements, which generally are not historical in nature. Forward-looking statements are statements as to matters that are not historical facts, and include statements about our plans, objectives, expectations and intentions, including (1) all statements which address future operating performance, (2) events or developments that we expect or anticipate will occur in the future, including statements relating to the Tyman Acquisition and statements relating to volume, sales, operating income, and earnings per share, and (3) statements expressing general outlook about future operating results. Forward-looking statements also include any statements relating to future capital expenditures, expenses, revenues, economic performance, financial conditions, dividend policy, losses, future prospects or business or management strategies, and the expansion and/or growth of the operations of the Company. Forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our historical experience and our current projections or expectations. As and when made, we believe that the assumptions and expectations reflected in such forward-looking statements are reasonable, provided, that we cannot give any assurance that such expectations will prove to be correct. However, caution should be taken not to place undue reliance on any such forward-looking statements since such statements speak only as of the date when made and there can be no assurance that such forward-looking statements will occur. We are not obligated to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements include, but are not limited to the following:
impacts from public health issues (including pandemics, such as the COVID-19 pandemic and quarantines) on the economy, demand for our products or our operations, including the responses of governmental authorities to contain such public health issues;
our ability to integrate and implement our plans, forecasts, and other expectations with respect to Tyman;
changes in market conditions, particularly in the new home construction, and residential remodeling and replacement (R&R) activity markets in the United States, United Kingdom, Germany and elsewhere;
changes in non-pass-through raw material costs;
changes in domestic and international economic conditions;
changes in availability and prices of raw material including inflationary pressures and supply chain challenges, which could be exacerbated by political or global unrest such as the current military conflicts in Ukraine and Gaza;
our ability to attract and retain skilled labor;
changes in purchases by our principal customers;
fluctuations in foreign currency exchange rates;
our ability to maintain an effective system of internal controls;
our ability to successfully implement our internal operating plans and acquisition strategies;
our ability to successfully implement our plans with respect to information technology (IT) systems and processes;
our ability to control costs and increase profitability;
changes in environmental laws and regulations;
changes in warranty obligations;
changes in energy costs and the availability of energy;
changes in tax laws, and interpretations thereof;
changes in interest rates;
our ability to service our debt facilities and remain in good standing with our lenders;
changes in the availability or applicability of our insurance coverage;
our ability to maintain good relationships with our suppliers, subcontractors, and key customers; and
the resolution of litigation and other legal proceedings.
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For information on additional factors that could cause actual results to differ materially, please refer to the section entitled “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended October 31, 2023.
About Third-Party Information
In this report, we rely on and refer to information regarding industry data obtained from market research, publicly available information, industry publications, U.S. government sources and other third parties. Although we believe this information is reliable, we cannot guarantee the accuracy or completeness of the information and have not independently verified it.
27

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis should be read in conjunction with the accompanying unaudited condensed consolidated financial statements and related notes as of July 31, 2024, and for the three and nine months ended July 31, 2024 and 2023, included elsewhere herein. For additional information pertaining to our business, including risk factors which should be considered before investing in our common stock, refer to our Annual Report on Form 10-K for the fiscal year ended October 31, 2023.
Our Business
We manufacture components for 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 custom mixing, solar panel sealants, trim moldings, vinyl decking, vinyl fencing, customized compounds, water retention barriers, and conservatory roof components. We use low-cost, short lead-time 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 U.K., and also serve customers in international markets through our operating plants in the U.K. and Germany, as well as through sales and marketing efforts in other countries.
We continue to invest in organic growth initiatives and we intend to continue evaluating business acquisitions that allow us to expand our existing fenestration and cabinet component footprint, enhance our product offerings, provide new complementary technology, enhance our leadership position within the markets we serve and expand into new markets or service lines. We have disposed of non-core businesses in the past, and continue to evaluate our business portfolio to ensure that we are investing in markets where we believe there is potential future growth.
We currently have three reportable business segments: (1) North American Fenestration segment (“NA Fenestration”), comprising four operating segments, manufacturing vinyl profiles, IG spacers, screens, custom compound mixing, and other fenestration components; (2) European Fenestration segment (“EU Fenestration”), comprising our U.K.-based vinyl extrusion business, manufacturing vinyl profiles and conservatories, and the European insulating glass business manufacturing IG spacers; and (3) North American Cabinet Components segment (“NA Cabinet Components”), comprising our North American cabinet door and components business and two wood-manufacturing plants. We maintain a grouping called Unallocated Corporate & Other, which includes transaction expenses, stock-based compensation, long-term incentive awards based on the performance of our common stock and other factors, certain severance, legal, and other costs not deemed to be allocable to all segments, depreciation of corporate assets, interest expense, other, net, income taxes and inter-segment eliminations, and executive incentive compensation and medical expense fluctuations relative to planned costs as determined during the annual planning process. Other corporate general and administrative costs have been allocated to the reportable business segments, based upon a relative measure of profitability in order to more accurately reflect each reportable business segment's administrative costs. We allocate corporate expenses to businesses acquired mid-year from the date of acquisition. The accounting policies of our operating segments are the same as those used to prepare our accompanying condensed consolidated financial statements.
Recent Transactions and Events
On August 1, 2024, we completed our Tyman Acquisition of Tyman plc, a company incorporated in England and Wales (“Tyman”). The aggregate consideration due pursuant to the Tyman Acquisition at closing comprised of 14,139,477 New Quanex Shares and cash consideration of approximately $504.1 million (being the Pound Sterling amount of cash consideration of £392.2 million in respect of all of the Tyman Shares converted to U.S. Dollars at an exchange rate of 1.2855). New Quanex Shares issued in connection with the Tyman Acquisition on the New York Stock Exchange took effect on August 2, 2024 and Tyman’s shares on the London Stock Exchange were canceled.
On November 1, 2022, we entered into an Asset Purchase Agreement with LMI and the equity owners of LMI, Lauren International, Ltd. and Meteor-US-Beteiligungs GMBH. Under the Asset Purchase Agreement, we acquired substantially all of the operating assets comprising LMI’s polymer mixing and rubber compound production business and also agreed to assume certain liabilities. As consideration for the Purchased Assets, we paid $91.3 million in cash utilizing funds borrowed under our Credit Facility. In connection with the LMI Acquisition, we amended our existing finance lease with Lauren Real Estate Holding LLC for the purpose of adding an additional lease renewal option and increasing rental space by approximately 60,000 square feet of rental space which was added to the 313,595 square feet of rentable area located in Cambridge, Ohio.
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U.S. and global markets are experiencing volatility and disruption following the escalation of geopolitical tensions and the military conflicts currently ongoing in Ukraine and Gaza. Although the length and impact of these ongoing military conflicts are highly unpredictable, the conflicts could lead to market or operational disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions. Russia, Europe’s largest provider of natural gas, has significantly reduced the export of natural gas compared to the beginning of the conflict resulting in the increase in natural gas prices and the potential for natural gas shortages. In addition, one of the suppliers of a vapor barrier used in the production of our insulating glass spacers is located in Israel and may experience a disruption as a result of the ongoing conflict in Gaza. If these trends continues, this would not only negatively impact our European manufacturing facilities, this may also impact our customers and their demand for our products. We continue to monitor these situations and their impact on our business.
The conflicts in Ukraine and Gaza and their impacts on the global economy, including inflation and the price of raw materials, supply chain disruptions, and the volatility in interest rates including home mortgage rates, are unpredictable and there may be developments outside our control requiring us to adjust our operating plan.
Market Overview and Outlook
We believe the primary drivers of our operating results continue to be North American new home construction and residential remodeling and replacement (R&R) activity. We believe that housing starts and window shipments are indicators of activity levels in the homebuilding and window industries, and we use this data, as published by or derived from third-party sources, to evaluate the market. We have evaluated the market using data from the National Association of Homebuilders (NAHB) with regard to housing starts, and published reports by Ducker Worldwide, LLC (Ducker), a consulting and research firm, with regard to window shipments in the U.S. We obtain market data from Catalina Research, a consulting and research firm, for insight into the U.S. residential wood cabinet demand.
In July 2024, the NAHB forecasted calendar-year housing starts to be approximately 1.3 million, 1.4 million and 1.5 million in the 2024, 2025 and 2026 calendar-years, respectively. In August 2024, the Ducker forecast indicated that total window shipments are expected to decrease 3.3% in calendar-year 2024 and increase 3.1% in 2025.
Several commodities in our business are subject to pricing fluctuations, including polyvinyl resin (PVC), titanium dioxide (TiO2), petroleum products, aluminum and wood. For the majority of our customers and critical suppliers, we have price adjusters in place which effectively share the impact of pass-through price changes for our primary commodities with our customers commensurate with the market at large. Our long-term exposure to these price fluctuations is somewhat mitigated due to the contractual component of the adjuster programs. However, these adjusters are not in place with all customers and for all commodities, and there is a level of exposure to such volatility due to the lag associated with the timing of price updates in accordance with our customer agreements, particularly with regard to hardwoods. In addition, some of these commodities are in high demand, particularly in Europe, which can affect the cost of the raw materials, a portion of which we may not be able to fully recover.
The global economy remains uncertain due to currency devaluations, political unrest, terror threats, global pandemics such as COVID-19, and even the political landscape in the U.S. These and other macro-economic factors have impacted the global financial markets, which may have contributed to significant changes in foreign currencies. We continue to monitor our exposure to changes in exchange rates.
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Results of Operations
Three Months Ended July 31, 2024 Compared to Three Months Ended July 31, 2023
Three Months Ended July 31,
 20242023Change $% Variance
 (Dollars in thousands)
Net sales$280,345 $299,640 $(19,295)(6)%
Cost of sales (excluding depreciation and amortization)209,441 221,065 (11,624)(5)%
Selling, general and administrative36,509 30,516 5,993 20 %
Depreciation and amortization10,953 10,596 357 %
Operating income23,442 37,463 (14,021)(37)%
Interest expense(878)(2,068)1,190 (58)%
Other, net9,474 402 9,072 2,257 %
Income tax expense(6,688)(4,099)(2,589)63 %
Net income$25,350 $31,698 $(6,348)(20)%
Our period-over-period results by reportable segment follow.
Changes Related to Operating Income by Reportable Segment:
NA Fenestration
Three Months Ended July 31,
20242023$ Change% Variance
 (Dollars in thousands)
Net sales$170,258 $177,081 $(6,823)(4)%
Cost of sales (excluding depreciation and amortization)130,301 135,126 (4,825)(4)%
Selling, general and administrative16,918 14,254 2,664 19%
Depreciation and amortization5,194 5,033 161 3%
Operating income$17,845 $22,668 $(4,823)(21)%
Operating income margin10 %13 %
Net Sales. Net sales decreased $6.8 million, or 4%, for the three months ended July 31, 2024 compared to the same period in 2023, which was primarily driven by a $8.8 million decrease in volumes due to softer market demand driven by weaker consumer confidence partially offset by an increase in price and raw material indexes of $2.0 million.
Cost of Sales. The cost of sales decreased $4.8 million, or 4%, for the three months ended July 31, 2024 compared to the same period in 2023. Cost of sales decreased primarily due to decrease in volumes partially offset by pricing and inflation of raw materials during the period.
Selling, General and Administrative. Selling, general and administrative expenses increased $2.7 million, or 19%, for the three months ended July 31, 2024 compared to the same period in 2023. The increase is primarily due to increases in labor costs and professional fees year-over-year.

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EU Fenestration
Three Months Ended July 31,
20242023$ Change% Variance
 (Dollars in thousands)
Net sales$59,617 $67,889 $(8,272)(12)%
Cost of sales (excluding depreciation and amortization)36,930 41,266 (4,336)(11)%
Selling, general and administrative7,390 8,039 (649)(8)%
Depreciation and amortization2,609 2,434 175 7%
Operating income$12,688 $16,150 $(3,462)(21)%
Operating income margin21 %24 %
Net Sales. Net sales decreased $8.3 million, or 12%, for the three months ended July 31, 2024 compared to the same period in 2023, which was primarily driven by a $5.6 million decrease in volumes largely due to softer market demand driven by weaker consumer confidence, $1.8 million of base price decreases and $0.9 million of foreign currency rate change.
Cost of Sales. The cost of sales decreased $4.3 million, or 11%, for the three months ended July 31, 2024 compared to the same period in 2023. Cost of sales decreased primarily due to lower volumes, the deflation of the price of raw materials and foreign currency rate changes during the period.
Selling, General and Administrative. Selling, general and administrative expense decreased $0.6 million, or 8%, for the three months ended July 31, 2024 compared to the same period in 2023. The decrease is primarily due to a decrease in labor costs and a decrease in professional fees year-over-year.
NA Cabinet Components
Three Months Ended July 31,
20242023$ ChangeVariance %
 (Dollars in thousands)
Net sales$51,448 $55,385 $(3,937)(7)%
Cost of sales (excluding depreciation and amortization)42,911 44,935 (2,024)(5)%
Selling, general and administrative5,162 5,095 67 1%
Depreciation and amortization3,093 3,084 —%
Operating income$282 $2,271 $(1,989)(88)%
Operating income margin%%
Net Sales. Net sales decreased $3.9 million, or 7%, for the three months ended July 31, 2024 compared to the same period in 2023, which was driven by a $4.6 million decrease in volumes due to softer market demand driven by weaker consumer confidence partially offset by a $0.7 million increase in price and raw material surcharges.
Cost of Sales. Cost of sales decreased $2.0 million, or 5%, for the three months ended July 31, 2024 compared to the same period in 2023. Cost of sales decreased primarily due to lower volumes partially offset by lumber price inflation during the period.
Selling, General and Administrative. Selling, general and administrative expense remained flat for the three months ended July 31, 2024 compared to the same period in 2023.
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Unallocated Corporate & Other
Three Months Ended July 31,
20242023$ ChangeVariance %
 (Dollars in thousands)
Net sales$(978)$(715)$(263)37%
Cost of sales (excluding depreciation and amortization)(701)(262)(439)168%
Selling, general and administrative7,039 3,128 3,911 125%
Depreciation and amortization57 45 12 27%
Operating loss$(7,373)$(3,626)$(3,747)103%
Net Sales. Net sales for Unallocated Corporate & Other represents the elimination of inter-segment sales for the three months ended July 31, 2024 and 2023.
Cost of Sales. Cost of sales for Unallocated Corporate & Other consists of the elimination of inter-segment sales, profit in inventory, and other costs.
Selling, General and Administrative. Selling, general and administrative expenses increased $3.9 million, or 125%, for the three months ended July 31, 2024 compared to the same period in 2023. This increase is primarily attributable to a $5.6 increase in transaction and advisory fees partially offset by lower compensation expense including the valuations of our stock-based compensation awards during the three months ended July 31, 2024 as compared to the prior year period.
Changes related to Non-Operating Items:
Interest Expense. Interest expense decreased $1.2 million for the three months ended July 31, 2024 compared to the same period in 2023 as a result of lower borrowings outstanding during the three months ended July 31, 2024 as compared to the prior year period.
Income Taxes. We recorded income tax expense of $6.7 million on pre-tax income of $32.0 million for the three months ended July 31, 2024, an effective rate of 20.9%, and income tax expense of $4.1 million on pre-tax income of $35.8 million for the three months ended July 31, 2023, an effective rate of 11.5%. The increase in the effective tax rate year-over-year was primarily driven by an increase in non-deductible permanent differences.
Nine Months Ended July 31, 2024 Compared to Nine Months Ended July 31, 2023
Nine Months Ended July 31,
 20242023Change $% Variance
 (Dollars in thousands)
Net sales$785,701 $835,091 $(49,390)(6)%
Cost of sales (excluding depreciation and amortization)597,127 637,586 (40,459)(6)%
Selling, general and administrative103,579 94,631 8,948 %
Depreciation and amortization32,999 31,672 1,327 %
Operating income51,996 71,202 (19,206)(27)%
Interest expense(2,896)(6,571)3,675 (56)%
Other, net10,520 591 9,929 1,680 %
Income tax expense(12,644)(10,103)(2,541)25 %
Net income$46,976 $55,119 $(8,143)(15)%
Our period-over-period results by reportable segment follow.
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Changes Related to Operating Income by Reportable Segment:
NA Fenestration
Nine Months Ended July 31,
20242023$ Change% Variance
 (Dollars in thousands)
Net sales$478,027 $487,036 $(9,009)(2)%
Cost of sales (excluding depreciation and amortization)370,930 382,315 (11,385)(3)%
Selling, general and administrative46,558 41,707 4,851 12%
Depreciation and amortization15,887 15,328 559 4%
Operating income$44,652 $47,686 $(3,034)(6)%
Operating income margin%10 %
Net Sales. Net sales decreased $9.0 million, or 2%, for the nine months ended July 31, 2024 compared to the same period in 2023, which was primarily driven by a $10.5 million decrease in volumes mainly due to softer market demand driven by weaker consumer confidence partially offset by a $1.5 million increase in price and raw material indexes.
Cost of Sales. The cost of sales decreased $11.4 million, or 3%, for the nine months ended July 31, 2024 as compared to the same period in 2023. Cost of sales, including labor, decreased primarily due to a decrease in volumes partially offset by inflation of raw materials during the period.
Selling, General and Administrative. Selling, general and administrative expenses increased $4.9 million, or 12%, for the nine months ended July 31, 2024 as compared to the same period in 2023. The increase is primarily due to increases in labor costs and professional fees year-over-year.
EU Fenestration
Nine Months Ended July 31,
20242023$ ChangeVariance %
 (Dollars in thousands)
Net sales$165,637 $186,604 $(20,967)(11)%
Cost of sales (excluding depreciation and amortization)104,327 119,421 (15,094)(13)%
Selling, general and administrative23,008 23,996 (988)(4)%
Depreciation and amortization7,705 7,135 570 8%
Operating income$30,597 $36,052 $(5,455)(15)%
Operating income margin18 %19 %
Net Sales. Net sales decreased $21.0 million, or 11%, comparing the nine months ended July 31, 2024 to the same period in 2023, which was primarily driven by a $18.4 million decrease in volumes largely due to softer market demand driven by weaker consumer confidence and $3.3 million of base price decreases, partially offset by $0.7 million benefit from foreign currency rate change.
Cost of Sales. The cost of sales decreased $15.1 million, or 13%, for the nine months ended July 31, 2024 compared to the same period in 2023. Cost of sales decreased primarily due to a decrease in volumes and deflation in the price of raw materials, partially offset by foreign currency impacts.
Selling, General and Administrative. Selling, general and administrative expense decreased $1.0 million, or 4%, for the nine months ended July 31, 2024 compared to the same period in 2023. The decrease is primarily due to a decrease in professional fees and decrease in labor costs, year-over-year.
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NA Cabinet Components
Nine Months Ended July 31,
20242023$ ChangeVariance %
 (Dollars in thousands)
Net sales$145,663 $163,577 $(17,914)(11)%
Cost of sales (excluding depreciation and amortization)124,278 136,722 (12,444)(9)%
Selling, general and administrative15,354 15,939 (585)(4)%
Depreciation and amortization9,240 8,988 252 3%
Operating (loss) income$(3,209)$1,928 $(5,137)(266)%
Operating (loss) income margin(2)%%
Net Sales. Net sales decreased $17.9 million, or 11%, for the nine months ended July 31, 2024 compared to the same period in 2023, which was driven by an $11.8 million decrease in volumes due to softer market demand driven by weaker consumer confidence and a $6.1 million decrease in raw material surcharges.
Cost of Sales. Cost of sales decreased $12.4 million, or 9%, for the nine months ended July 31, 2024 compared with the same period in 2023. Cost of sales decreased primarily as a result of lower volumes year-over-year.
Selling, General and Administrative. Selling, general and administrative expense decreased $0.6 million, or 4%, for the nine months ended July 31, 2024 compared to the same period in 2023. This decrease is primarily due to a decrease in labor costs and professional fees year-over-year.
Unallocated Corporate & Other
Nine Months Ended July 31,
20242023$ ChangeVariance %
 (Dollars in thousands)
Net sales$(3,626)$(2,126)$(1,500)71%
Cost of sales (excluding depreciation and amortization)(2,408)(872)(1,536)176%
Selling, general and administrative18,659 12,989 5,670 44%
Depreciation and amortization167 221 (54)(24)%
Operating loss$(20,044)$(14,464)$(5,580)39%
Net Sales. Net sales for Unallocated Corporate & Other represents the elimination of inter-segment sales for the nine months ended July 31, 2024 and 2023.
Cost of Sales. Cost of sales for Unallocated Corporate & Other consists of the elimination of inter-segment sales, profit in inventory, and other costs.
Selling, General and Administrative. Selling, general and administrative expenses increased $5.7 million, or 44%, for the nine months ended July 31, 2024 compared to the same period in 2023. This increase is primarily attributable to a $7.4 million increase in transaction and advisory fees and an increase in medical claims expense partially offset by lower compensation expense including the valuations of our stock-based compensation awards during the nine months ended July 31, 2024 as compared to the prior year period.
Changes related to Non-Operating Items:
Interest Expense. Interest expense decreased $3.7 million for the nine months ended July 31, 2024 compared to the same period in 2023 primarily as a result of lower borrowings outstanding during the nine months ended July 31, 2024 as compared to the prior year period.
Income Taxes. We recorded income tax expense of $12.6 million on pre-tax income of $59.6 million for the nine months ended July 31, 2024, an effective rate of 21.2%, and income tax expense of $10.1 million on a pre-tax income of $65.2 million for the nine months ended July 31, 2023, an effective rate of 15.5%. The increase in the effective tax rate year-over-year was primarily driven by an increase in non-deductible permanent differences.
34

Liquidity and Capital Resources
Overview
Historically, our principal sources of funds have been cash on hand, cash flow from operations, and borrowings under our credit facilities.
We maintain a $325.0 million revolving credit facility (the Existing Credit Agreement) that matures in 2027 (5-year term) and requires interest payments calculated at a variable market rate depending upon our Consolidated Net Leverage Ratio. The applicable rate during the nine months ended July 31, 2024 was RFR Rate + 1.25%. Our cost of capital could increase depending upon the Consolidated Net Leverage Ratio at the end of any given quarter. In addition to the Consolidated Net Leverage Ratio covenant, we are required to meet a Consolidated Interest Coverage Ratio covenant, and there are limitations on certain transactions including our ability to incur indebtedness, incur liens, dispose of material assets, acquire businesses, make restricted payments and pay dividends (limited to $25.0 million per year). We are amortizing deferred financing fees of $0.9 million straight-line over the remaining term of the facility. For further details of the Existing Credit Agreement, refer to Note 6, “Debt and Finance Lease Obligations” to the accompanying unaudited condensed consolidated financial statements contained elsewhere herein.
On June 12, 2024, in connection with the Tyman Acquisition, the Company, Wells Fargo Bank, National Association (“Wells Fargo Bank”, acting as agent, swingline lender and issuing lender, the “Agent”), the other entities therein specified in the capacities therein specified, and the lenders parties thereto, entered into an amendment to the Second Amended and Restated Credit Agreement, dated as of July 6, 2022 the Existing Credit Agreement, and the Existing Credit Agreement as so amended, the “Amended Credit Agreement”). The Amended Credit Agreement did not become effective until August 1, 2024 upon the completion the Tyman Acquisition. For further information regarding the Tyman Acquisition and the Amended Credit Agreement, refer to Note 16, “Subsequent Events.”
The Amended Credit Agreement will (i) increase the senior secured revolving credit facility to an aggregate principal amount of $475 million (the “Revolving Credit Facility”) and (ii) provide for a senior secured term loan A facility in an aggregate principal amount of $500 million (the “Term A Facility” and together with the Revolving Credit Facility, the “Facilities”). The Revolving Credit Facility will include alternative currency, letter of credit, and swing-line sub-facilities of $100 million, $30 million, and $15 million, respectively. The maturity date of the Facilities will be five years after the acquisition effective date, maturing on August 1, 2029.
As of July 31, 2024, we had $94.0 million of cash and equivalents, zero outstanding under the Existing Credit Agreement, $3.7 million of outstanding letters of credit and $55.0 million outstanding under finance leases and other debt. Of the $55.0 million outstanding under finance leases and other debt, $50.7 million relates to real estate leases. We had $321.3 million available for use under the Existing Credit Agreement at July 31, 2024.
During December 2021, our Board of Directors approved a stock repurchase program that authorized the repurchase of up to $75.0 million worth of shares of our common stock. Repurchases under the program will be made in open market transactions or privately negotiated transactions, subject to market conditions, applicable legal requirements and other relevant factors. During the three months ended July 31, 2024, we did not purchase any shares under this program and as of July 31, 2024 we had a maximum of $62.8 million available to purchase shares under this program. The program does not have an expiration date or a limit on the number of shares that may be purchased.

We repatriated $33.2 million and $30.2 million of foreign cash during the nine months ended July 31, 2024 and 2023, respectively. We expect to repatriate excess cash moving forward and use the funds to retire debt or meet current working capital needs. In the U.K., we insure against a portion of our credit losses. We believe our business model, our current cash reserves and our strong balance sheet leave us well-positioned to manage our business and remain in compliance with our debt covenants.
35

Analysis of Cash Flow
The following table summarizes our cash flow results for the nine months ended July 31, 2024 and 2023:
Nine Months Ended
July 31,
 20242023
 (Dollars in thousands)
Cash provided by operating activities$83,333 $102,559 
Cash used for investing activities$(23,320)$(113,569)
Cash (used for) provided by financing activities$(25,456)$26,687 
Operating Activities. Cash provided by operating activities decreased $19.2 million for the nine months ended July 31, 2024 compared to the same period in 2023. The decrease in operating cash flow is primarily due to a decrease in net income year-over-year and unfavorable changes to net working capital. The unfavorable changes in working capital were largely driven by a decrease in cash inflows related to inventory in 2024 as compared to the prior year, partially offset by a decrease in income tax receivables.
Investing Activities. Cash used for investing activities decreased $90.2 million for the nine months ended July 31, 2024 compared to the same period in 2023, primarily as a result of no business acquisitions during the nine months ended July 31, 2024 compared to the $91.3 million acquisition of LMI in the prior year period.
Financing Activities. Cash used for financing activities was $25.5 million for the nine months ended July 31, 2024 compared to cash provided by financing activities of $26.7 million for the same period in 2023. The change in investing cash flows is primarily as a result of a decrease in net borrowings of long-term debt partially offset by a decrease in the purchase of treasury shares.
Liquidity Requirements
Historically, our strategy for deploying cash has been to invest in organic growth opportunities, develop our infrastructure, and explore strategic acquisitions. Other uses of cash include paying cash dividends to our shareholders and repurchasing our common stock. During the nine months ended July 31, 2024 and 2023, we repatriated $33.2 million and $30.2 million, respectively, of foreign earnings from our foreign locations. We maintain cash balances in foreign countries which total $16.0 million as of July 31, 2024.
Critical Accounting Policies and Estimates
The preparation of our financial statements in accordance with accounting principles generally accepted in the U.S. (U.S. GAAP) requires us to make estimates and assumptions that affect the reported amount of assets, liabilities, revenues and expenses and related disclosures of contingent assets and liabilities. Estimates and assumptions about future events and their effects cannot be perceived with certainty. Estimates may change as new events occur, as more experience is acquired, as additional information becomes available and as our operating environment changes. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances, and that we believe provide a basis for making judgments about the carrying value of assets and liabilities that are not readily available through open market quotes. We must use our judgment with regard to uncertainties in order to make these estimates. Actual results could differ from these estimates.
For a description of our critical accounting policies and estimates, see our Annual Report on Form 10-K for the fiscal year ended October 31, 2023. Our critical accounting policies and estimates have not changed materially during the nine months ended July 31, 2024.
36

New Accounting Pronouncements
From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standards setting bodies that we adopt as of the specified effective date. We did not adopt any new accounting pronouncements during the three and nine months ended July 31, 2024.
Accounting Standards Not Yet Adopted
In November 2023, the FASB issued “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024 with early adoption is permitted. The guidance is to be applied retrospectively to all prior periods presented in the financial statements. We are currently evaluating the potential impact of adopting this new guidance on our consolidated financial statements and related disclosures.
In December 2023, the FASB issued “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which includes updates to the income tax disclosures related to the rate reconciliation and disaggregation of income taxes paid by jurisdiction. The guidance is effective for fiscal years beginning after December 15, 2024 with early adoption permitted. The amendments should be applied prospectively, however retrospective application is permitted. We are currently evaluating the potential impact of adopting this new guidance on our consolidated financial statements and related disclosures.


37

Item 3. Quantitative and Qualitative Disclosures About Market Risk
The following discussion of our exposure to various market risks contains “forward looking statements” regarding our estimates, assumptions and beliefs concerning our exposure. Although we believe these estimates and assumptions are reasonable in light of information currently available to us, we cannot provide assurance that these estimates will not materially differ from actual results due to the inherent unpredictability of interest rates, foreign currency rates and commodity prices as well as other factors. We do not use derivative financial instruments for speculative or trading purposes.
Interest Rate Risk
Our debt bears interest at variable rates and accordingly is sensitive to changes in interest rates. This sensitivity is impacted by the amount of borrowings under our credit facilities, and amounts outstanding under finance leases.
Foreign Currency Rate Risk
Our international operations have exposure to foreign currency rate risks, primarily due to fluctuations in the Euro, the British Pound Sterling and the Canadian Dollar. From time to time, we enter into foreign exchange contracts associated with our operations to manage a portion of the foreign currency rate risk. There were no corresponding foreign currency derivatives as of July 31, 2024 or October 31, 2023.
On May 2, 2024, we entered into a deal contingent foreign exchange forward currency contract to manage our exposure to foreign currency exchange rate fluctuations against the USD and GBP for approximately $605 million of the $1.1 billion purchase consideration for the Tyman Acquisition. During the three months ended July 31, 2024, we recognized a gain of $9.2 million related to this foreign exchange forward currency contract and the contract was concluded in August 2024 as a result of the completion of the Tyman Acquisition.
Commodity Price Risk
We purchase PVC as the significant raw material consumed in the manufacture of vinyl extrusions. We have resin adjusters in place with a majority of our customers and our resin supplier that is adjusted based upon published indices for lagging resin prices. These adjusters effectively share the base pass-through price changes of PVC with our customers commensurate with the market at large. Our long-term exposure to changes in PVC prices is somewhat mitigated due to the contractual component of the resin adjuster program. However, there is a level of exposure to short-term volatility due to timing lags.
We adjust the pricing of petroleum-based raw materials for the majority of our customers who purchase products using these materials. This is intended to offset the fluctuating cost of products which are highly correlated to the price of oil including butyl and other oil-based raw materials. This program is adjusted monthly based upon the 90-day average published price for Brent crude. The oil-based raw materials that we purchase are subject to similar pricing schemes. As such, our long-term exposure to increases in oil-based raw material prices is significantly reduced under this program.
Similarly, NA Cabinet Components includes a price index provision in the majority of its customer arrangements to insulate against significant fluctuations in the price for various hardwood products used as the primary raw material for kitchen and bathroom cabinet doors. Like our vinyl extrusion business, we are exposed to short-term volatility in wood prices due to a lag in the timing of price updates which generally could extend for up to three months.
We have begun implementing additional programs for other raw materials to facilitate more accurate pricing and reduce our exposure to changing material costs when necessary; however, these are also subject to timing lags. While we maintain surcharges and other adjusters to manage our exposure to changes in the prices of our critical raw materials, we use several commodities in our business that are not covered by contractual surcharges or adjusters for which pricing can fluctuate, including PVC compound micro ingredients, silicone and other inputs. Further discussion of our industry risks are included within our Annual Report on Form 10-K for the fiscal year ended October 31, 2023.
38

Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (1934 Act) as of July 31, 2024. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of July 31, 2024, the disclosure controls and procedures are effective.
Changes in Internal Control over Financial Reporting
There have been no changes in internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the 1934 Act) during the most recent fiscal quarter that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.
39

PART II. OTHER INFORMATION
Item 1A. Risk Factors
There have been no material changes from the risk factors disclosed in our Annual Report on Form 10-K for the fiscal year ended October 31, 2023 (Part I, Item 1A) other than as discussed below.
We may fail to realize the anticipated benefits and operating synergies expected from the Tyman Acquisition, which could adversely affect our business, financial condition and operating results.
The success of the Tyman Acquisition will depend, in significant part, on our ability to successfully integrate Tyman and realize the anticipated strategic benefits and synergies from the combination. We believe that the addition of Tyman represents an attractive opportunity to create a leading comprehensive solutions provider in the building products industry, leveraging the complementary product portfolios of trusted brands and expanded engineering, design and manufacturing capabilities of both groups to deliver value to consumers, shareholders and other stakeholders. Achieving these goals requires effective integration of the Tyman business and realization of the targeted synergies expected from the Tyman Acquisition. The anticipated benefits of the Tyman Acquisition may not be realized fully or at all, or may take longer to realize than we expect. Actual operating, technological, strategic and revenue opportunities, if achieved at all, may be less significant than we expect or may take longer to achieve than anticipated. If we are not able to achieve these objectives and realize the anticipated benefits and synergies expected from the Tyman Acquisition within a reasonable time, our business, financial condition and operating results may be adversely affected.
The Tyman Acquisition will result in significant integration costs and any material delays or unanticipated additional expenses may harm our business, financial condition and results of operations.
The complexity and magnitude of the integration effort associated with the Tyman Acquisition are significant and require that we fund significant capital and operating expenses to support the integration of the combined operations. Such expenses have included and will include significant transaction, consulting and third-party service fees. We have incurred and expect to continue to incur additional operating expenses as we build up internal resources and/or engage third party providers following the Tyman Acquisition. In addition to these transition costs, we have incurred and expect to continue to incur increased expenses relating to, among other things, restructuring and integrating the two businesses. Any material delays, difficulties or unanticipated additional expenses associated with integration activities may harm our business, financial condition and results of operations.
Item 5. Other Information
During the three months ended July 31, 2024, none of our directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement,” except as follows:
George Wilson our Chairman, President and CEO, adopted a Rule 10b5-1 trading arrangement on June 11, 2024. Under this arrangement, a total of 37,800 shares of our common stock may be sold, subject to certain conditions, before the plan expires on November 30, 2026.
Item 6. Exhibits
The exhibits required to be furnished pursuant to Item 6 are listed in the Exhibit Index filed herewith, which Exhibit Index is incorporated herein by reference.
40

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 QUANEX BUILDING PRODUCTS CORPORATION
Date:September 6, 2024 /s/ Scott M. Zuehlke
 Scott M. Zuehlke
 Senior Vice President - Chief Financial Officer & Treasurer
(Principal Financial Officer)
41

Table of Contents                    
                        
EXHIBIT INDEX
Exhibit NumberDescription of Exhibits
*101.INSXBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
*101.SCHXBRL Taxonomy Extension Schema Document
*101.CALXBRL Taxonomy Extension Calculation Linkbase Document
*101.DEFXBRL Taxonomy Extension Definition Linkbase Document
*101.LABXBRL Taxonomy Extension Label Linkbase Document
*101.PREXBRL Taxonomy Extension Presentation Linkbase Document
 
* Filed herewith

As permitted by Item 601(b)(4)(iii)(A) of Regulation S-K, the Registrant has not filed with this Quarterly Report on Form 10-Q certain instruments defining the rights of holders of long-term debt of the Registrant and its subsidiaries because the total amount of securities authorized under any of such instruments does not exceed 10% of the total assets of the Registrant and its subsidiaries on a consolidated basis. The Registrant agrees to furnish a copy of any such agreements to the Securities and Exchange Commission upon request.


42

Exhibit 31.1
CHIEF EXECUTIVE OFFICER CERTIFICATION
I, George L. Wilson, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Quanex Building Products Corporation (the “Registrant”);
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
4.The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures [as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)] and internal control over financial reporting [as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)] for the Registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
5.The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.
 
September 6, 2024
 
/s/ George L. Wilson
George L. Wilson
Chairman of the Board, President and Chief Executive Officer
(Principal Executive Officer)


Exhibit 31.2
CHIEF FINANCIAL OFFICER CERTIFICATION
I, Scott M. Zuehlke, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Quanex Building Products Corporation (the “Registrant”);
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
4.The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures [as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)] and internal control over financial reporting [as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)] for the Registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
5.The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.
 
September 6, 2024
 
/s/ Scott M. Zuehlke
Scott M. Zuehlke
Senior Vice President - Chief Financial Officer and Treasurer
(Principal Financial Officer)


Exhibit 32.1
Certification Pursuant To Section 906 of the Sarbanes-Oxley Act of 2002
We hereby certify that the accompanying Quarterly Report on Form 10-Q of Quanex Building Products Corporation for the quarter ended July 31, 2024 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Report fairly presents, in all material respects, the financial condition and results of operations of Quanex Building Products Corporation.

September 6, 2024
 
/s/ George L. Wilson  /s/ Scott M. Zuehlke
George L. Wilson
Chairman of the Board, President and Chief Executive Officer
(Principal Executive Officer)
  
Scott M. Zuehlke
Senior Vice President—Chief Financial Officer and Treasurer
(Principal Financial Officer)


v3.24.2.u1
Cover page - shares
9 Months Ended
Jul. 31, 2024
Aug. 31, 2024
Cover [Abstract]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Jul. 31, 2024  
Document Transition Report false  
Entity File Number 1-33913  
Entity Registrant Name QUANEX BUILDING PRODUCTS CORPORATION  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 26-1561397  
Entity Address, Address Line One 945 Bunker Hill Road  
Entity Address, Address Line Two Suite 900  
Entity Address, City or Town Houston  
Entity Address, State or Province TX  
Entity Address, Postal Zip Code 77024  
City Area Code 713  
Local Phone Number 961-4600  
Title of 12(b) Security Common Stock, par value $0.01 per share  
Trading Symbol NX  
Security Exchange Name NYSE  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Large Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Central Index Key 0001423221  
Current Fiscal Year End Date --10-31  
Document Fiscal Year Focus 2024  
Document Fiscal Period Focus Q3  
Amendment Flag false  
Entity Common Stock, Shares Outstanding   47,252,070
v3.24.2.u1
Condensed Consolidated Balance Sheets (Unaudited) - USD ($)
$ in Thousands
Jul. 31, 2024
Oct. 31, 2023
Current assets:    
Cash and cash equivalents $ 93,966 $ 58,474
Accounts receivable, net of allowance for credit losses of $183 and $843 87,554 97,311
Inventories 99,127 97,959
Income taxes receivable 1,447 8,298
Prepaid and other current assets 19,305 11,558
Total current assets 301,399 273,600
Property, plant and equipment, net of accumulated depreciation of $384,809 and $368,763 251,890 250,664
Operating lease right-of-use assets 63,642 46,620
Goodwill 186,195 182,956
Intangible assets, net 66,606 74,115
Other assets 2,718 3,188
Total assets 872,450 831,143
Current liabilities:    
Accounts payable 63,948 74,371
Accrued liabilities 54,796 50,319
Income taxes payable 0 384
Current maturities of long-term debt 2,690 2,365
Current operating lease liabilities 6,435 7,224
Total current liabilities 127,869 134,663
Long-term debt 51,406 66,435
Noncurrent operating lease liabilities 59,099 40,361
Deferred income taxes 27,438 29,133
Other liabilities 12,502 14,997
Total liabilities 278,314 285,589
Commitments and contingencies
Stockholders’ equity:    
Preferred stock, no par value, shares authorized 1,000,000; issued and outstanding - none 0 0
Common stock, $0.01 par value, shares authorized 125,000,000; issued 37,127,024 and 37,176,958, respectively; outstanding 33,112,593 and 33,011,119, respectively 371 372
Additional paid-in-capital 250,297 251,576
Retained earnings 448,351 409,318
Accumulated other comprehensive loss (30,131) (38,141)
Less: Treasury stock at cost, 4,014,431 and 4,165,839 shares, respectively (74,752) (77,571)
Total stockholders’ equity 594,136 545,554
Total liabilities and stockholders' equity $ 872,450 $ 831,143
v3.24.2.u1
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($)
$ in Thousands
Jul. 31, 2024
Oct. 31, 2023
Statement of Financial Position [Abstract]    
Allowance for credit losses $ 183 $ 843
Accumulated depreciation of property, plant and equipment $ 384,809 $ 368,763
Preferred stock, no par value $ 0 $ 0
Preferred stock, shares authorized 1,000,000 1,000,000
Preferred stock, shares issued 0 0
Preferred stock, shares outstanding 0 0
Common stock, par value (in usd per share) $ 0.01 $ 0.01
Common stock, shares authorized 125,000,000 125,000,000
Common stock, shares issued 37,127,024 37,176,958
Common stock, shares outstanding 33,112,593 33,011,119
Treasury stock, common, shares 4,014,431 4,165,839
v3.24.2.u1
Condensed Consolidated Statements of Income (Loss) (Unaudited) - USD ($)
shares in Thousands, $ in Thousands
3 Months Ended 9 Months Ended
Jul. 31, 2024
Jul. 31, 2023
Jul. 31, 2024
Jul. 31, 2023
Income Statement [Abstract]        
Net sales $ 280,345 $ 299,640 $ 785,701 $ 835,091
Cost and expenses:        
Cost of sales (excluding depreciation and amortization) 209,441 221,065 597,127 637,586
Selling, general and administrative 36,509 30,516 103,579 94,631
Depreciation and amortization 10,953 10,596 32,999 31,672
Operating income 23,442 37,463 51,996 71,202
Non-operating (expense) income:        
Interest expense (878) (2,068) (2,896) (6,571)
Other, net 9,474 402 10,520 591
Income before income taxes 32,038 35,797 59,620 65,222
Income tax expense (6,688) (4,099) (12,644) (10,103)
Net income $ 25,350 $ 31,698 $ 46,976 $ 55,119
Basic earnings per common share $ 0.77 $ 0.97 $ 1.43 $ 1.68
Diluted earnings per common share $ 0.77 $ 0.96 $ 1.42 $ 1.67
Weighted-average common shares outstanding:        
Basic (in shares) 32,876 32,716 32,857 32,841
Diluted (in shares) 33,106 32,919 33,087 33,031
Cash dividends per share (in usd per share) $ 0.08 $ 0.08 $ 0.24 $ 0.24
v3.24.2.u1
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Jul. 31, 2024
Jul. 31, 2023
Jul. 31, 2024
Jul. 31, 2023
Statement of Comprehensive Income [Abstract]        
Net income $ 25,350 $ 31,698 $ 46,976 $ 55,119
Other comprehensive income:        
Foreign currency translation gain, net of tax 4,500 3,078 8,010 17,532
Other comprehensive income, net of tax 4,500 3,078 8,010 17,532
Comprehensive income $ 29,850 $ 34,776 $ 54,986 $ 72,651
v3.24.2.u1
Condensed Consolidated Statements of Cash Flow (Unaudited) - USD ($)
$ in Thousands
9 Months Ended
Jul. 31, 2024
Jul. 31, 2023
Operating activities:    
Net income $ 46,976 $ 55,119
Adjustments to reconcile net income to cash provided by operating activities:    
Depreciation and amortization 32,999 31,672
Stock-based compensation 2,159 1,828
Deferred income tax (2,321) 177
Gain on deal contingent foreign exchange forward currency contract (9,200) 0
Other, net 886 2,423
Changes in assets and liabilities:    
Decrease in accounts receivable 11,114 9,918
(Increase) decrease in inventory (183) 23,864
Decrease (increase) in other current assets 1,646 (439)
Decrease in accounts payable (9,634) (15,471)
Increase (decrease) in accrued liabilities 948 (5,152)
Decrease (increase) in income taxes receivable 6,659 (3,534)
Increase in deferred pension benefits 0 22
Increase in other long-term liabilities 707 609
Other, net 577 1,523
Cash provided by operating activities 83,333 102,559
Investing activities:    
Business acquisition 0 (91,302)
Capital expenditures (23,435) (22,450)
Proceeds from disposition of capital assets 115 183
Cash used for investing activities (23,320) (113,569)
Financing activities:    
Borrowings under credit facility 0 102,000
Repayments of credit facility borrowings (15,000) (60,000)
Repayments of other long-term debt (1,893) (1,954)
Common stock dividends paid (7,943) (7,952)
Issuance of common stock 573 753
Payroll tax paid to settle shares forfeited upon vesting of stock (1,193) (567)
Purchase of treasury stock 0 (5,593)
Cash (used for) provided by financing activities (25,456) 26,687
Effect of exchange rate changes on cash and cash equivalents 935 2,482
Increase in cash and cash equivalents 35,492 18,159
Cash and cash equivalents at beginning of period 58,474 55,093
Cash and cash equivalents at end of period $ 93,966 $ 73,252
v3.24.2.u1
Condensed Consolidated Statement of Stockholders' Equity (Unaudited) - USD ($)
$ in Thousands
Total
Common Stock
Additional Paid-in Capital
Retained Earnings
Accumulated Other Comprehensive Income (Loss)
Treasury Stock, Common
Balance at beginning of period at Oct. 31, 2022 $ 464,835 $ 372 $ 251,947 $ 337,456 $ (49,422) $ (75,518)
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Net income 1,909     1,909    
Foreign currency translation adjustment 11,372       11,372  
Common dividends ($0.08 per share) (2,661)     (2,661)    
Stock-based compensation activity:            
Expense related to stock-based compensation 679   679      
Stock options exercised 99   6     93
Restricted stock awards granted     (1,752)     1,752
Performance restricted stock units vested     (605)     605
Other (545)   (545)      
Balance at end of period at Jan. 31, 2023 475,688 372 249,730 336,704 (38,050) (73,068)
Balance at beginning of period at Oct. 31, 2022 464,835 372 251,947 337,456 (49,422) (75,518)
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Net income 55,119          
Balance at end of period at Jul. 31, 2023 525,955 372 250,882 384,623 (31,890) (78,032)
Balance at beginning of period at Jan. 31, 2023 475,688 372 249,730 336,704 (38,050) (73,068)
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Net income 21,512     21,512    
Foreign currency translation adjustment 3,082       3,082  
Common dividends ($0.08 per share) (2,659)     (2,659)    
Purchase of treasury stock (5,593)         (5,593)
Stock-based compensation activity:            
Expense related to stock-based compensation 719   719      
Other (22)   (22)      
Balance at end of period at Apr. 30, 2023 492,727 372 250,427 355,557 (34,968) (78,661)
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Net income 31,698     31,698    
Foreign currency translation adjustment 3,078       3,078  
Common dividends ($0.08 per share) (2,632)     (2,632)    
Stock-based compensation activity:            
Expense related to stock-based compensation 430   430      
Stock options exercised 654   25     629
Balance at end of period at Jul. 31, 2023 525,955 372 250,882 384,623 (31,890) (78,032)
Balance at beginning of period at Oct. 31, 2023 545,554 372 251,576 409,318 (38,141) (77,571)
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Net income 6,249     6,249    
Foreign currency translation adjustment 6,081       6,081  
Common dividends ($0.08 per share) (2,645)     (2,645)    
Stock-based compensation activity:            
Expense related to stock-based compensation 583   583      
Stock options exercised 400   22     378
Restricted stock awards granted     (1,357)     1,357
Performance restricted stock units vested     (917)     917
Other (1,193) (1) (1,192)      
Balance at end of period at Jan. 31, 2024 555,029 371 248,715 412,922 (32,060) (74,919)
Balance at beginning of period at Oct. 31, 2023 545,554 372 251,576 409,318 (38,141) (77,571)
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Net income 46,976          
Balance at end of period at Jul. 31, 2024 594,136 371 250,297 448,351 (30,131) (74,752)
Balance at beginning of period at Jan. 31, 2024 555,029 371 248,715 412,922 (32,060) (74,919)
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Net income 15,377     15,377    
Foreign currency translation adjustment (2,571)       (2,571)  
Common dividends ($0.08 per share) (2,649)     (2,649)    
Stock-based compensation activity:            
Expense related to stock-based compensation 782   782      
Stock options exercised 154   5     149
Balance at end of period at Apr. 30, 2024 566,122 371 249,502 425,650 (34,631) (74,770)
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Net income 25,350     25,350    
Foreign currency translation adjustment 4,500       4,500  
Common dividends ($0.08 per share) (2,649)     (2,649)    
Stock-based compensation activity:            
Expense related to stock-based compensation 794   794      
Stock options exercised 19   1     18
Balance at end of period at Jul. 31, 2024 $ 594,136 $ 371 $ 250,297 $ 448,351 $ (30,131) $ (74,752)
v3.24.2.u1
Condensed Consolidated Statement of Stockholders' Equity (Unaudited) (Parenthetical) - $ / shares
3 Months Ended 9 Months Ended
Jul. 31, 2024
Apr. 30, 2024
Jan. 31, 2024
Jul. 31, 2023
Apr. 30, 2023
Jan. 31, 2023
Jul. 31, 2024
Jul. 31, 2023
Statement of Stockholders' Equity [Abstract]                
Cash dividends per share (in usd per share) $ 0.08 $ 0.08 $ 0.08 $ 0.08 $ 0.08 $ 0.08 $ 0.24 $ 0.24
v3.24.2.u1
Nature of Operations and Basis of Presentation
9 Months Ended
Jul. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Nature of Operations and Basis of Presentation Nature of Operations and Basis of Presentation
Quanex Building Products Corporation is a global, publicly traded manufacturing company primarily serving original equipment manufacturers (OEMs) in the fenestration, cabinetry, solar, refrigeration and outdoor products markets. 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 custom mixing, solar panel sealants, trim moldings, vinyl decking, vinyl fencing, customized compounds, water retention barriers, and conservatory roof components. We have organized our business into three reportable business segments. For additional discussion of our reportable business segments, see Note 13, “Segment Information.” We use low-cost, short lead-time 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 (U.K.), and also serve customers in international markets through our operating plants in the U.K. 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.
Basis of Presentation and Principles of Consolidation
The accompanying interim unaudited 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, 2023 was derived from audited financial information but does not include all disclosures required by U.S. GAAP. 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, 2023. 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.
Use of Estimates
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.
Revenue from Contracts with Customers
Revenue recognition
We recognize revenue that reflects the consideration we expect to receive for product sales upon transfer to customers. Revenue for product sales is recognized when control of the promised products is transferred to our customers, and we are entitled to consideration in exchange for such transfer. We account for a contract when a customer provides us with a firm purchase order that identifies the products to be provided, the payment terms for those products, and when collectability of the consideration due is probable.
Performance obligations
A performance obligation is a promise to provide the customer with a good or service. Our performance obligations include product sales, with each product included in a customer contract being recognized as a separate performance obligation.
For contracts with multiple performance obligations, the standalone selling price of each product is generally readily observable.
Revenue from product sales is recognized at a point in time when the product is transferred to the customer, in accordance with the shipping terms, which is generally upon shipment. We estimate a provision for sales returns and warranty allowances to account for product returns related to general returns and product nonconformance.
We generally expense incremental costs of obtaining a contract when incurred because the amortization period would be less than one year. Additionally, we do not disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less.
Pricing and sales incentives
Pricing is established at or prior to the time of sale with our customers and we record sales at the agreed-upon net selling price, reflective of current and prospective discounts.
Shipping and handling costs
We account for shipping and handling services as fulfillment services; accordingly, freight revenue is combined with the product deliverable rather than being accounted for as a distinct performance obligation within the terms of the agreement. Shipping and handling costs incurred by us for the delivery of goods to customers are considered a cost to fulfill the contract and are included in cost of sales in the accompanying condensed consolidated statements of income.
Contract assets and liabilities
Deferred revenue, which is not significant, is recorded when we have remaining unsatisfied performance obligations for which we have received consideration.
Disaggregation of revenue
We produce a wide variety of products that are used in the fenestration industry, including window spacer systems; extruded vinyl products; metal fabricated products; 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, 2024 and 2023 into groupings by segment which we believe depicts how the nature, amount, timing and uncertainty of our revenues and cash flows are affected by economic factors. For further details regarding our results by segment, refer to Note 13, “Segment Information.”
Three Months EndedNine Months Ended
July 31,July 31,
 2024202320242023
(In thousands)
North American Fenestration:
United States - fenestration$131,394 $138,090 $362,674 $379,613 
International - fenestration6,950 8,542 20,559 22,019 
United States - non-fenestration27,873 26,423 81,196 73,823 
International - non-fenestration4,041 4,026 13,598 11,581 
$170,258 $177,081 $478,027 $487,036 
European Fenestration:
International - fenestration$50,551 $51,752 $139,270 $142,009 
International - non-fenestration9,066 16,137 26,367 44,595 
$59,617 $67,889 $165,637 $186,604 
North American Cabinet Components:
United States - fenestration$3,791 $4,486 $11,203 $12,613 
United States - non-fenestration47,287 50,199 133,456 148,774 
International - non-fenestration370 700 1,004 2,190 
$51,448 $55,385 $145,663 $163,577 
Unallocated Corporate & Other
Eliminations$(978)$(715)$(3,626)$(2,126)
$(978)$(715)$(3,626)$(2,126)
Net sales$280,345 $299,640 $785,701 $835,091 
Allowance for Credit Losses
We have established an allowance for credit losses to estimate the risk of losses, which represents an estimate of expected losses over the remaining contractual life of our receivables. The allowance is determined using two methods. The amounts calculated from each of these methods are combined to determine the total amount reserved. First, a specific reserve is established for individual accounts where information indicates the customers may have an inability to meet financial obligations. Second, a reserve is determined for all customers based on a range of percentages applied to aging categories. These percentages are based on historical collection rates, write-off experience, and forecasts of future economic conditions. Actual write-offs are charged against the allowance when collection efforts have been unsuccessful.
Related Parties
Net sales include transactions with a customer which is a related party with one of our non-employee directors for three and nine months ended July 31, 2024 of was $0.3 million and $0.8 million, respectively, and $0.3 million and $0.9 million for the comparable prior year periods. We performed a review of these transactions, of which no single transaction or series of related transactions exceeded $120,000 in amount, and determined that these transactions were enacted independently of each other. We are not aware of any other related party transactions with any of our current non-employee directors or officers outside of their normal business functions or expected contractual duties.
v3.24.2.u1
Acquisition
9 Months Ended
Jul. 31, 2024
Business Combinations [Abstract]  
Asset Acquisition AcquisitionOn November 1, 2022, we entered into an Asset Purchase Agreement (the “Purchase Agreement”) with LMI Custom Mixing, LLC (“LMI”) and the equity owners of LMI, Lauren International, Ltd. and Meteor-US-Beteiligungs GMBH. Under the Purchase Agreement, we acquired substantially all of the operating assets comprising LMI’s polymer mixing and rubber compound production business (collectively, the “Purchased Assets”) and also agreed to assume certain liabilities relating to the Purchased Assets (collectively, the “LMI Acquisition”). As consideration for the Purchased Assets, we paid $91.3 million in cash utilizing funds borrowed under our Credit Facility. In connection with the LMI Acquisition, we amended our existing finance lease with Lauren Real Estate Holding LLC for the purpose of adding an additional lease renewal option and increasing rental space by approximately 60,000 square feet of rental space which was added to the 313,595 square feet of rentable area located in Cambridge, Ohio.
v3.24.2.u1
Inventories
9 Months Ended
Jul. 31, 2024
Inventory Disclosure [Abstract]  
Inventories Inventories
Inventories consisted of the following at July 31, 2024 and October 31, 2023 (in thousands):
July 31,
2024
October 31,
2023
Raw materials$59,865 $53,585 
Finished goods and work in process37,343 42,195 
Supplies and other1,919 2,179 
Total$99,127 $97,959 
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.
v3.24.2.u1
Leases
9 Months Ended
Jul. 31, 2024
Leases [Abstract]  
Leases Leases
We recognize a right-of-use (ROU) asset and lease liability for each operating and finance lease with a contractual term greater than 12 months at the time of lease inception. We include ROU assets and lease liabilities for leases that exist within other contracts. Leases with an original term of 12 months or less are not recognized on the balance sheet, and the rent expense related to those short-term leases is recognized over the lease term. We do not account for lease and non-lease (e.g., common area maintenance) components of contracts separately for any underlying asset class.
We lease certain manufacturing plants, warehouses, office space, vehicles and equipment under finance and operating leases. Lease commencement occurs on the date we take possession or control of the property or equipment. Original terms for our real estate-related leases are generally between five years and twenty years. Original terms for equipment-related leases, primarily manufacturing equipment and vehicles, are generally between one year and ten years. Some of our leases also include rental escalation clauses. Renewal options are included in the determination of lease payments when management determines the options are reasonably certain of exercise, considering financial performance, strategic importance and/or invested capital.
If readily determinable, the rate implicit in the lease is used to discount lease payments to present value; however, substantially all of our leases do not provide a readily determinable implicit rate. When the implicit rate is not determinable, our estimated incremental borrowing rate is utilized, determined on a collateralized basis, to discount lease payments based on information available at lease commencement.
Total lease costs recorded include fixed operating lease costs and variable lease costs. Most of our real estate leases require we pay certain expenses, such as common area maintenance costs, of which the fixed portion is included in operating lease costs. We recognize operating lease costs on a straight-line basis over the lease term. In addition to the above costs, variable lease costs are recognized when probable and are not included in determining the present value of our lease liability.
The ROU asset is measured at the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date and initial direct costs. For operating leases, ROU assets are reduced over the lease term by the recognized straight-line lease expense less the amount of accretion of the lease liability determined using the effective interest method. For finance leases, ROU assets are amortized on a straight-line basis over the shorter of the useful life of the leased asset or the lease term. Interest expense on each finance lease liability is recognized utilizing the effective interest method. ROU assets are tested for impairment in the same manner as long-lived assets. Additionally, we monitor for events or changes in circumstances that may require a reassessment of one of our leases and determine if a remeasurement is required.
The table below presents the lease-related assets and liabilities recorded on the balance sheet at July 31, 2024 and October 31, 2023 (in thousands):
LeasesClassificationJuly 31,
2024
October 31,
2023
Assets
Operating lease assetsOperating lease right-of-use assets$63,642 $46,620 
Finance lease assets
Property, plant and equipment (less accumulated depreciation of $9,594 and $6,691)
60,760 58,496 
Total lease assets$124,402 $105,116 
Liabilities
Current
OperatingCurrent operating lease liabilities$6,435 $7,224 
FinanceCurrent maturities of long-term debt3,000 2,676 
Noncurrent
OperatingNoncurrent operating lease liabilities59,099 40,361 
FinanceLong-term debt52,007 52,309 
Total lease liabilities$120,541 $102,570 
The table below presents the components of lease costs for the three and nine months ended July 31, 2024 and 2023 (in thousands):
Three Months EndedNine Months Ended
July 31,July 31,
2024202320242023
Operating lease cost
$3,722 $2,322 $7,720 $6,731 
Finance lease cost
Amortization of leased assets1,237 824 2,706 2,439 
Interest on lease liabilities839 612 1,863 1,815 
Variable lease costs
523 420 1,461 1,210 
Total lease cost$6,321 $4,178 $13,750 $12,195 
The table below presents supplemental cash flow information related to leases for the nine months ended July 31, 2024 and 2023 (in thousands):
Nine Months Ended
July 31,
20242023
Cash paid for amounts included in the measurement of lease liabilities:
Finance leases - financing cash flows$2,112 $1,762 
Finance leases - operating cash flows$1,863 $1,815 
Operating leases - operating cash flows$6,826 $6,848 
Right-of-use assets obtained in exchange for lease liabilities:
Operating leases$22,025 $3,714 
Finance leases$1,308 $25,723 
The table below presents the weighted-average remaining lease terms and weighted-average discount rates for the Company's leases as of July 31, 2024 and October 31, 2023:
July 31,
2024
October 31,
2023
Weighted-average remaining lease term (in years)
Operating leases10.810.7
Financing leases17.718.7
Weighted-average discount rate
Operating leases4.66 %4.09 %
Financing leases4.69 %4.52 %
The table below presents the maturity of the lease liabilities as of July 31, 2024 (in thousands):
Operating LeasesFinance Leases
2024 (remaining three months)$2,341 $1,379 
20259,299 5,436 
20269,150 5,276 
20278,148 5,109 
20287,316 4,931 
Thereafter49,112 59,006 
Total lease payments85,366 81,137 
Less: present value discount19,832 26,130 
Total lease liabilities$65,534 $55,007 
Leases Leases
We recognize a right-of-use (ROU) asset and lease liability for each operating and finance lease with a contractual term greater than 12 months at the time of lease inception. We include ROU assets and lease liabilities for leases that exist within other contracts. Leases with an original term of 12 months or less are not recognized on the balance sheet, and the rent expense related to those short-term leases is recognized over the lease term. We do not account for lease and non-lease (e.g., common area maintenance) components of contracts separately for any underlying asset class.
We lease certain manufacturing plants, warehouses, office space, vehicles and equipment under finance and operating leases. Lease commencement occurs on the date we take possession or control of the property or equipment. Original terms for our real estate-related leases are generally between five years and twenty years. Original terms for equipment-related leases, primarily manufacturing equipment and vehicles, are generally between one year and ten years. Some of our leases also include rental escalation clauses. Renewal options are included in the determination of lease payments when management determines the options are reasonably certain of exercise, considering financial performance, strategic importance and/or invested capital.
If readily determinable, the rate implicit in the lease is used to discount lease payments to present value; however, substantially all of our leases do not provide a readily determinable implicit rate. When the implicit rate is not determinable, our estimated incremental borrowing rate is utilized, determined on a collateralized basis, to discount lease payments based on information available at lease commencement.
Total lease costs recorded include fixed operating lease costs and variable lease costs. Most of our real estate leases require we pay certain expenses, such as common area maintenance costs, of which the fixed portion is included in operating lease costs. We recognize operating lease costs on a straight-line basis over the lease term. In addition to the above costs, variable lease costs are recognized when probable and are not included in determining the present value of our lease liability.
The ROU asset is measured at the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date and initial direct costs. For operating leases, ROU assets are reduced over the lease term by the recognized straight-line lease expense less the amount of accretion of the lease liability determined using the effective interest method. For finance leases, ROU assets are amortized on a straight-line basis over the shorter of the useful life of the leased asset or the lease term. Interest expense on each finance lease liability is recognized utilizing the effective interest method. ROU assets are tested for impairment in the same manner as long-lived assets. Additionally, we monitor for events or changes in circumstances that may require a reassessment of one of our leases and determine if a remeasurement is required.
The table below presents the lease-related assets and liabilities recorded on the balance sheet at July 31, 2024 and October 31, 2023 (in thousands):
LeasesClassificationJuly 31,
2024
October 31,
2023
Assets
Operating lease assetsOperating lease right-of-use assets$63,642 $46,620 
Finance lease assets
Property, plant and equipment (less accumulated depreciation of $9,594 and $6,691)
60,760 58,496 
Total lease assets$124,402 $105,116 
Liabilities
Current
OperatingCurrent operating lease liabilities$6,435 $7,224 
FinanceCurrent maturities of long-term debt3,000 2,676 
Noncurrent
OperatingNoncurrent operating lease liabilities59,099 40,361 
FinanceLong-term debt52,007 52,309 
Total lease liabilities$120,541 $102,570 
The table below presents the components of lease costs for the three and nine months ended July 31, 2024 and 2023 (in thousands):
Three Months EndedNine Months Ended
July 31,July 31,
2024202320242023
Operating lease cost
$3,722 $2,322 $7,720 $6,731 
Finance lease cost
Amortization of leased assets1,237 824 2,706 2,439 
Interest on lease liabilities839 612 1,863 1,815 
Variable lease costs
523 420 1,461 1,210 
Total lease cost$6,321 $4,178 $13,750 $12,195 
The table below presents supplemental cash flow information related to leases for the nine months ended July 31, 2024 and 2023 (in thousands):
Nine Months Ended
July 31,
20242023
Cash paid for amounts included in the measurement of lease liabilities:
Finance leases - financing cash flows$2,112 $1,762 
Finance leases - operating cash flows$1,863 $1,815 
Operating leases - operating cash flows$6,826 $6,848 
Right-of-use assets obtained in exchange for lease liabilities:
Operating leases$22,025 $3,714 
Finance leases$1,308 $25,723 
The table below presents the weighted-average remaining lease terms and weighted-average discount rates for the Company's leases as of July 31, 2024 and October 31, 2023:
July 31,
2024
October 31,
2023
Weighted-average remaining lease term (in years)
Operating leases10.810.7
Financing leases17.718.7
Weighted-average discount rate
Operating leases4.66 %4.09 %
Financing leases4.69 %4.52 %
The table below presents the maturity of the lease liabilities as of July 31, 2024 (in thousands):
Operating LeasesFinance Leases
2024 (remaining three months)$2,341 $1,379 
20259,299 5,436 
20269,150 5,276 
20278,148 5,109 
20287,316 4,931 
Thereafter49,112 59,006 
Total lease payments85,366 81,137 
Less: present value discount19,832 26,130 
Total lease liabilities$65,534 $55,007 
v3.24.2.u1
Goodwill and Intangible Assets
9 Months Ended
Jul. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill and Intangible Assets Goodwill and Intangible Assets
Goodwill
The change in the carrying amount of goodwill for the nine months ended July 31, 2024 was as follows (in thousands):
Nine Months Ended
 July 31, 2024
Beginning balance as of November 1, 2023$182,956 
Foreign currency translation adjustment3,239 
Balance as of the end of the period$186,195 
At our last annual test date, August 31, 2023, we evaluated the recoverability of goodwill at each of our five reporting units with goodwill balances and determined that our goodwill was not impaired. We evaluated for indicators of impairment for all reporting units during the three and nine months ended July 31, 2024 and determined that there were no triggering events. For additional discussion of change in reporting units and a summary of the change in the carrying amount of goodwill by segment, see Note 13, “Segment Information.”
Identifiable Intangible Assets
Amortizable intangible assets consisted of the following as of July 31, 2024 and October 31, 2023 (in thousands):
 July 31, 2024October 31, 2023
Gross Carrying
Amount
Accumulated
Amortization
Gross Carrying
Amount
Accumulated
Amortization
Customer relationships$159,707 $107,116 $157,629 $99,230 
Trademarks and trade names56,166 44,989 55,519 42,879 
Patents and other technology25,162 22,324 25,127 22,051 
Total$241,035 $174,429 $238,275 $164,160 
We had aggregate amortization expense related to intangible assets for the three and nine months ended July 31, 2024 of $2.8 million and $9.0 million, respectively, and $3.0 million and $9.1 million for the comparable prior year periods.
Estimated remaining amortization expense, assuming current intangible balances and no new acquisitions, for future fiscal years as of July 31, 2024 (in thousands):
Estimated
Amortization Expense
2024 (remaining three months)$2,797 
202510,393 
202610,151 
202710,152 
20284,918 
Thereafter28,195 
Total$66,606 
v3.24.2.u1
Debt and Finance Lease Obligations
9 Months Ended
Jul. 31, 2024
Debt Disclosure [Abstract]  
Debt and Finance Lease Obligations Debt and Finance Lease Obligations
Long-term debt consisted of the following at July 31, 2024 and October 31, 2023 (in thousands):
July 31,
2024
October 31,
2023
Revolving Credit Facility$— $15,000 
Finance lease obligations and other55,007 55,000 
Unamortized deferred financing fees(911)(1,200)
Total debt$54,096 $68,800 
Less: Current maturities of long-term debt2,690 2,365 
Long-term debt$51,406 $66,435 
Credit Agreement
On August 1, 2024, we completed our previously announced acquisition (the “Tyman Acquisition”) of Tyman plc, a company incorporated in England and Wales (“Tyman”). On June 12, 2024, in connection with the Tyman Acquisition, the Company, Wells Fargo Bank, National Association (“Wells Fargo Bank”, acting as agent, swingline lender and issuing lender, the “Agent”), the other entities therein specified in the capacities therein specified, and the lenders parties thereto, entered into an amendment to the Second Amended and Restated Credit Agreement, dated as of July 6, 2022 (the “Existing Credit Agreement”, and the Existing Credit Agreement as so amended, the “Amended Credit Agreement”). The Amended Credit Agreement did not become effective until August 1, 2024 upon the completion the Tyman Acquisition. For further information regarding the Tyman Acquisition and the Amended Credit Agreement, refer to Note 16, “Subsequent Events.”
On July 6, 2022, we entered into our Existing Credit Agreement with Wells Fargo Securities, LLC, as Agent, Swingline Lender and Issuing Lender, and BofA Securities, Inc. serving as Syndication Agent. We capitalized $1.2 million of deferred financing fees related to the Credit Facility. This $325.0 million revolving credit facility has a five-year term, maturing on July 6, 2027, and replaces our previous credit facility.
Interest payments for the Existing Credit Agreement are calculated, at our election and depending upon the Consolidated Net Leverage Ratio, at a Base Rate (as defined within the Existing Credit Agreement) plus an applicable margin or at the same rate as Risk-Free Rate (“RFR”) Loans for domestic borrowings or Eurocurrency Rate Loans plus an applicable margin. In addition, we are subject to commitment fees for the unused portion of the Existing Credit Agreement.
The applicable margin and commitment fees are outlined in the following table:
Pricing LevelConsolidated Net Leverage RatioCommitment FeeEurocurrency Rate Loans and RFR LoansBase Rate Loans
ILess than or equal to 1.50 to 1.000.150%1.25%0.25%
IIGreater than 1.50 to 1.00, but less than or equal to 2.25 to 1.000.175%1.50%0.50%
IIIGreater than 2.25 to 1.00, but less than or equal to 3.00 to 1.000.200%1.75%0.75%
IVGreater than 3.00 to 1.000.250%2.00%1.00%
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 Existing Credit Agreement provides for incremental revolving credit commitments for a minimum principal amount of $10.0 million, up to an aggregate amount of $150.0 million or 100% of Consolidated EBITDA, 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 Existing Credit Agreement.
The Existing Credit Agreement contains a: (1) Consolidated Interest Coverage Ratio requirement whereby we must not permit the Consolidated Interest Coverage Ratio, as defined, to be less than 3.00 to 1.00, and (2) Consolidated Net Leverage Ratio requirement, whereby we must not permit the Consolidated Net Leverage Ratio, as defined, to be greater than 3.25 to 1.00.
In addition to maintaining these financial covenants, the Existing 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 $25.0 million per year) and other transactions as further defined in the Existing Credit Agreement. Some of these limitations, however, do not take effect so long as Consolidated Net Leverage Ratio is less than or equal to 2.75 to 1.00 and available liquidity exceeds $25.0 million. Substantially all of our domestic assets, with the exception of real property, are used as collateral for the Existing Credit Agreement.
As of July 31, 2024, we had no borrowings outstanding under the Existing Credit Agreement, unamortized debt issuance costs of $0.9 million, $3.7 million of outstanding letters of credit and $55.0 million outstanding primarily under finance leases and other debt. We had $321.3 million available for use under the Existing Credit Agreement at July 31, 2024. Our weighted-average borrowing rate for borrowings outstanding during the nine months ended July 31, 2024 and 2023 was 6.69% and 5.91%, respectively. We were in compliance with our debt covenants as of July 31, 2024.
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Retirement Plans
9 Months Ended
Jul. 31, 2024
Retirement Benefits [Abstract]  
Retirement Plans Retirement Plans
Pension Plan
Our non-contributory, single employer defined benefit pension plan covered certain of our employees in the U.S. During the year ended October 31, 2023, we terminated our defined contribution plan and settled the obligation during the three months ended October 31, 2023. The net periodic pension (benefit) cost for this plan for the three and nine months ended July 31, 2024 and 2023 was as follows (in thousands):
Three Months EndedNine Months Ended
July 31,July 31,
 2024202320242023
Service cost$— $95 $— $287 
Interest cost— 390 — 1,169 
Expected return on plan assets— (366)— (1,099)
Amortization of net loss— 11 — 32 
Settlement reimbursement— — (903)— 
Net periodic pension (benefit) cost$— $130 $(903)$389 
Other Plans
We also have a supplemental benefit plan covering certain executive officers and key employees and a non-qualified deferred compensation plan covering members of the Board of Directors and certain key employees. As of July 31, 2024 and October 31, 2023, our liability under the supplemental benefit plan was approximately zero and $2.0 million, respectively. During the year ended October 31, 2023, the supplemental benefit plan was terminated. Benefits associated with this plan were distributed in June 2024 in accordance with Internal Revenue Service regulations. As of July 31, 2024 and October 31, 2023, the liability associated with the deferred compensation plan was approximately $4.9 million and $3.9 million, respectively. We record the current portion of liabilities associated with these plans under the caption “Accrued liabilities,” and the long-term portion under the caption “Other liabilities” in the accompanying condensed consolidated balance sheets.
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Income Taxes
9 Months Ended
Jul. 31, 2024
Income Tax Disclosure [Abstract]  
Income Taxes Income Taxes
To determine our income tax expense or benefit for interim periods, consistent with accounting standards, we apply the estimated annual effective income tax rate to year-to-date results, plus any applicable discrete items, which are recorded in the period in which they occur. Discrete items include, among others, such events as changes in estimates due to the finalization of tax returns, tax audit settlements, expiration of statutes of limitations, tax benefits on equity compensation, and increases or decreases in valuation allowances on deferred tax assets. Our estimated annual effective tax rates from continuing operations for the nine months ended July 31, 2024 and 2023 were 21.2% and 18.2%, respectively. The difference between our estimated annual effective income tax rate and the U.S. federal statutory rate of 21% principally results from discrete tax items, U.S. state taxes, a non-U.S. tax rate differential and other permanent differences. The primary discrete items affecting the 2024 effective rate were the benefit of $0.4 million related to the vesting or exercise of equity-based compensation awards and a charge of $0.7 million related to the true up of the deferred tax rate. The primary discrete item affecting the 2023 effective rate was a benefit of $1.7 million related to a true-up of tax provision accrual to tax return filings.
As of July 31, 2024, our liability for uncertain tax positions (UTP) of $0.3 million relates to certain U.S. federal and state tax items regarding the interpretation of tax laws and regulations, including a minimal amount of interest and penalties. We include all interest and penalties related to uncertain tax benefits within our income tax provision account. To the extent interest
and penalties are not assessed with respect to uncertain tax positions or the uncertainty of deductions in the future, amounts accrued will be reduced and reflected as a reduction of the overall income tax provision.
We evaluate the likelihood of realization of our deferred tax assets by considering both positive and negative evidence. We maintain a valuation allowance for certain state net operating losses which totaled $0.6 million as of July 31, 2024 and October 31, 2023, respectively.
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Contingencies
9 Months Ended
Jul. 31, 2024
Commitments and Contingencies Disclosure [Abstract]  
Contingencies Contingencies
Remediation and Environmental Compliance Costs
Under applicable state and federal laws, we may be responsible for, among other things, all or part of the costs required to remove or remediate wastes or hazardous substances at locations we, or our predecessors, have owned or operated. From time to time, we also have been alleged to be liable for all or part of the costs incurred to clean up third-party sites where there might have been an alleged improper disposal of hazardous substances. Currently, we are not involved in any such matters.
From time to time, we incur routine expenses and capital expenditures associated with compliance with existing environmental regulations, including control of air emissions and water discharges, and plant decommissioning costs. We have not incurred any material expenses or capital expenditures related to environmental matters during the past three fiscal years, and do not expect to incur a material amount of such costs in fiscal 2024. While we will continue to have future expenditures related to environmental matters, any such amounts are impossible to reasonably estimate at this time. Based upon our experience to date, we do not believe that our compliance with environmental requirements will have a material adverse effect on our operations, financial condition or cash flows.
Litigation
From time to time, we, along with our subsidiaries, are involved in various litigation matters arising in the ordinary course of our business, including those arising from or related to contractual matters, commercial disputes, intellectual property, personal injury, environmental matters, product performance or warranties, product liability, insurance coverage and personnel and employment disputes. We regularly review with legal counsel the status of all ongoing proceedings, and we maintain insurance against these risks to the extent deemed prudent by our management and to the extent such insurance is available. However, there is no assurance that we will prevail in these matters or that our insurers will accept full coverage of these matters, and we could, in the future, incur judgments, enter into settlements of claims, or revise our expectations regarding the outcome or insurability of matters we face, which could materially impact our results of operations.
We have been and are currently party to multiple claims, some of which are in litigation, relating to alleged defects in a commercial sealant product that was manufactured and sold during the 2000’s. While we believe that our product was not defective and that we would prevail in these commercial sealant product claims if taken to trial, the timing, ultimate resolution and potential impact of these claims is not currently determinable. Nevertheless, after taking into account all currently available information, including our defenses, the advice of our counsel, and the extent and currently-expected availability of our existing insurance coverage, we believe that the eventual outcome of these commercial sealant claims will not have a material adverse effect on our overall financial condition, results of operations or cash flows, and we have not recorded any accrual with regard to these claims.
v3.24.2.u1
Fair Value Measurement of Assets and Liabilities
9 Months Ended
Jul. 31, 2024
Fair Value Disclosures [Abstract]  
Fair Value Measurement of Assets and Liabilities 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 data 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.
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 instrument approximates carrying value at July 31, 2024, and October 31, 2023 (Level 2 measurement).
On May 2, 2024, we entered into a deal contingent foreign exchange forward currency contract to manage our exposure to foreign currency exchange rate fluctuations against the USD and GBP for approximately $605 million, as part of the $1.1 billion purchase consideration for the Tyman Acquisition. Our deal contingent forward contract is adjusted to fair value by recording gains and losses to “Other, net,” and we record the related asset to “Other Current Assets” in the accompanying condensed consolidated statement of income and condensed consolidated balance sheets, respectively. During the three months ended July 31, 2024, we recognized a gain of $9.2 million related to this foreign exchange forward currency contract and the contract was concluded in August 2024 as a result of the completion of the Tyman Acquisition. The value of our foreign exchange forward currency contract fluctuated based on exchange rate fluctuations against the USD and GBP (Level 2 measurement). For further information regarding the Tyman Acquisition, refer to Note 16, “Subsequent Events.”
Our performance share awards are marked-to-market on a quarterly basis during a three-year vesting period based on market data (Level 2 measurement). For further information, refer to Note 11, “Stock-Based Compensation - Performance Share Awards.”
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Stock-Based Compensation
9 Months Ended
Jul. 31, 2024
Share-Based Payment Arrangement [Abstract]  
Stock-Based Compensation Stock-Based Compensation
We have established and maintain an Omnibus Incentive Plan (2020 Plan) that provides for the granting of restricted stock awards, stock options, restricted stock units, performance share awards, performance restricted stock units, and other stock-based and cash-based awards. The 2020 Plan is administered by the Compensation and Management Development Committee of the Board of Directors.
The aggregate number of shares of common stock authorized for grant under the 2020 Plan is 3,139,895 as approved by shareholders. Any officer, key employee and/or non-employee director is eligible for awards under the 2020 Plan. We grant restricted stock units to non-employee directors on the first business day of each fiscal year. As approved by the Compensation & Management Development Committee of our Board of Directors annually, we grant a mix of restricted stock awards, performance shares and performance restricted stock units to officers, management and key employees. We also historically granted stock options to certain officers, directors 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 award is entitled to all of the rights of a shareholder, except that the award is nontransferable during the vesting period and quarterly dividends are not paid until the award vests. 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.
A summary of non-vested restricted stock awards activity during the nine months ended July 31, 2024 is presented below:
Restricted Stock AwardsWeighted-Average
Grant Date Fair Value per Share
Non-vested at October 31, 2023242,300 $22.36 
Granted72,900 32.15 
Forfeited(11,800)22.30 
Vested(66,600)20.68 
Non-vested at July 31, 2024236,800 $25.85 
The total weighted-average grant-date fair value of restricted stock awards that vested during each of the nine months ended July 31, 2024 and 2023 was $1.4 million and $1.0 million, respectively. As of July 31, 2024, total unrecognized compensation cost related to unamortized restricted stock awards was $3.0 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. In December 2017, the Compensation & Management Development Committee of the Board of Directors approved a change to the long-term incentive award program eliminating the grant of stock options and replacing this award with a grant of performance restricted stock units and performance shares as further described below. As a result, the final stock options were granted during the fiscal year ended October 31, 2017. Stock options typically vested 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 was determined on the grant date and expensed over the vesting period resulting in an increase in additional paid-in-capital. For employees who were 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, 2023.
The following table summarizes our stock option activity for the nine months ended July 31, 2024:
Stock OptionsWeighted-Average
Exercise Price
Weighted-Average
Remaining Contractual
Term (in years)
Aggregate
Intrinsic
Value (000s)
Outstanding at October 31, 2023107,530 $19.48 
Exercised(29,280)19.58 
Outstanding at July 31, 202478,250 $19.45 1.7$1,092 
Vested at July 31, 202478,250 $19.45 1.7$1,092 
Exercisable at July 31, 202478,250 $19.45 1.7$1,092 
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, 2024 and 2023 was $0.4 million and $0.3 million, respectively.
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 non-employee director restricted stock units vest immediately but are payable only upon the director's cessation of service unless an election is made by the non-employee director to settle and pay the award on an earlier specified date. 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.
During the nine months ended July 31, 2024 and 2023, non-employee directors received 26,215 and 38,704 restricted stock units, respectively, at a weighted-average grant date fair value of $26.70 per share and $20.67 per share, respectively, which vested immediately. During the nine months ended July 31, 2023, 21,774 restricted stock units, which were awarded to key employees, vested. During the nine months ended July 31, 2024, we paid $0.6 million and $0.4 million for the comparable prior year to settle vested restricted stock units.
Performance Share Awards
We have awarded annual grants of performance shares to key employees and officers. Performance share awards vest with return on net assets (RONA) as the vesting condition and pay out 100% in cash, and are accounted for as liability.
The expected cash settlement of the performance share award 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. Depending on the achievement of the performance conditions, 0% to 200% of the awarded performance shares may ultimately vest.
The following table summarizes our performance share grants and the grant date fair value for the RONA performance metrics:
Grant DateShares AwardedGrant Date Fair ValueShares Forfeited
December 9, 202180,900 $22.54 4,600 
December 7, 202289,300 $23.49 4,600 
December 7, 202372,200 $32.15 — 
In December 2023, 122,400 shares vested pursuant to the December 2020 grant, which were settled with a cash payment of $3.4 million.
Performance share awards are payable in cash based upon the number of performance shares ultimately earned, and are therefore not considered outstanding shares.
Performance Restricted Stock Units
We award performance restricted stock units to key employees and officers. These awards cliff vest upon a three-year service period with the absolute total shareholder return of our common stock over this three-year term as the vesting criteria. The number of shares earned is variable depending on the metric achieved, and the settlement method is 100% in our common stock, with accrued dividends paid in cash at the time of vesting, assuming the shares had been outstanding throughout the performance period.
To value the performance restricted stock units, we used a Monte Carlo simulation model to arrive at a grant-date fair value. This amount will be adjusted for forfeitures and expensed over the three-year term of the award with a credit to additional paid-in-capital. Depending on the achievement of the performance conditions, a minimum of 0% and a maximum of 150% of the awarded performance restricted stock units may vest. Specifically, the awards vest on a continuum with the following Absolute Total Shareholder Return (A-TSR) milestones:
Vesting LevelVesting CriteriaPercentage of Award Vested
Level 1A-TSR greater than or equal to 50%150%
Level 2A-TSR less than 50% and greater than or equal to 20%100%
Level 3A-TSR less than 20% and greater than or equal to -20%50%
Level 4A-TSR less than -20%—%
The following table summarizes our performance restricted stock unit grants and the grant date fair value for the A-TSR performance metric:
Grant DateShares AwardedGrant Date Fair ValueShares Forfeited
December 9, 202150,900 $21.06 3,400 
December 7, 202251,500 $23.22 3,100 
December 7, 202340,700 $30.35 — 
During the nine months ended July 31, 2024, 49,228 performance restricted stock units vested.
The performance restricted stock units are not considered outstanding shares, do not have voting rights, and are excluded from 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, 2024, we have deemed 67,626 shares related to the December 2021 grant of performance restricted stock units as probable to vest.
The following table summarizes amounts expensed as selling, general and administrative expense related to restricted stock awards, stock options, restricted stock units, performance share awards and performance restricted stock units for the three and nine months ended July 31, 2024 and 2023 (in thousands):
 Three Months EndedNine Months Ended
July 31,July 31,
 2024202320242023
Restricted stock awards$514 $356 $1,333 $1,258 
Restricted stock units39 1,444 1,815 1,873 
Performance share awards444 592 1,372 3,934 
Performance restricted stock units280 74 826 570 
Total compensation expense$1,277 $2,466 $5,346 $7,635 
Treasury Shares
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, upon the exercise of stock options, and upon the vesting of performance restricted stock units. 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. There were no charges to retained earnings during the nine months ended July 31, 2024.
The following table summarizes the treasury stock activity during the nine months ended July 31, 2024:
Nine Months Ended
 July 31, 2024
Beginning Balance as of November 1, 20234,165,839 
Restricted stock awards granted(72,900)
Performance restricted stock units vested(49,228)
Stock options exercised(29,280)
Balance at July 31, 20244,014,431 
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Other, net
9 Months Ended
Jul. 31, 2024
Other Income and Expenses [Abstract]  
Other, net Other, net
Other, net on the condensed consolidated statements of income consisted of the following for the three and nine months ended July 31, 2024 and 2023 (in thousands):
 Three Months EndedNine Months Ended
July 31,July 31,
 2024202320242023
Foreign currency transaction (losses) gains $(38)$126 $(94)$36 
Foreign currency derivative gains9,200 16 9,200 
Pension service benefit— 309 903 494 
Interest income300 81 772 114 
Other12 (130)(261)(54)
Other, net$9,474 $402 $10,520 $591 
v3.24.2.u1
Segment Information
9 Months Ended
Jul. 31, 2024
Segment Reporting [Abstract]  
Segment Information Segment Information
We present three reportable business segments (1) NA Fenestration, comprising four operating segments primarily focused on the fenestration market in North America including vinyl profiles, insulating glass spacers, screens, custom compound mixing, and other fenestration components; (2) EU Fenestration, comprising our U.K.-based vinyl extrusion business, manufacturing vinyl profiles & conservatories, and the European insulating glass business manufacturing insulating glass spacers; and (3) NA Cabinet Components, comprising our cabinet door and components operations. Additionally, we maintain an Unallocated Corporate & Other which includes transaction expenses; stock-based compensation; long-term incentive awards based on the performance of our common stock and other factors; certain severance, legal and other costs not deemed to be allocable to all segments; depreciation of corporate assets; interest expense; other, net; income taxes and inter-segment eliminations; and executive incentive compensation and medical expense fluctuations relative to planned costs as determined during the annual planning process. Other general and administrative costs associated with the corporate office are allocated to the reportable segments, based upon a relative measure of profitability in order to more accurately reflect each reportable business segment's administrative costs. We allocate corporate expenses to businesses acquired mid-year from the date of acquisition. The accounting policies of our operating segments are the same as those used to prepare the accompanying condensed consolidated financial statements. Corporate general and administrative expense allocated during the three and nine month period ended July 31, 2024 was $6.6 million and $20.8 million, respectively, and $6.3 million and $17.1 million for the comparable prior year periods.
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 the building products industry, primarily the fenestration business; (2) similar production processes, although there are some differences in the amount of automation amongst operating plants; (3) similar types or classes of customers, namely the primary OEMs; (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, 2024 and 2023, and total assets as of July 31, 2024 and October 31, 2023 are summarized in the following table (in thousands):
NA FenestrationEU FenestrationNA Cabinet ComponentsUnallocated Corp. & OtherTotal
Three Months Ended July 31, 2024
Net sales$170,258 $59,617 $51,448 $(978)$280,345 
Depreciation and amortization5,194 2,609 3,093 57 10,953 
Operating income (loss)17,845 12,688 282 (7,373)23,442 
Capital expenditures4,339 847 1,024 42 6,252 
Three Months Ended July 31, 2023
Net sales$177,081 $67,889 $55,385 $(715)$299,640 
Depreciation and amortization5,033 2,434 3,084 45 10,596 
Operating income (loss)22,668 16,150 2,271 (3,626)37,463 
Capital expenditures3,201 2,244 1,744 187 7,376 
Nine Months Ended July 31, 2024
Net sales$478,027 $165,637 $145,663 $(3,626)$785,701 
Depreciation and amortization15,887 7,705 9,240 167 32,999 
Operating income (loss)44,652 30,597 (3,209)(20,044)51,996 
Capital expenditures15,799 3,253 3,959 424 23,435 
Nine Months Ended July 31, 2023
Net sales$487,036 $186,604 $163,577 $(2,126)$835,091 
Depreciation and amortization15,328 7,135 8,988 221 31,672 
Operating income (loss)47,686 36,052 1,928 (14,464)71,202 
Capital expenditures11,673 5,300 5,085 392 22,450 
As of July 31, 2024
Total assets$389,715 $242,228 $149,862 $90,645 $872,450 
As of October 31, 2023
Total assets$379,286 $239,333 $158,824 $53,700 $831,143 
The following table summarizes the change in the carrying amount of goodwill by reportable business segment for the nine months ended July 31, 2024 (in thousands):
NA FenestrationEU FenestrationNA Cabinet Comp.Unallocated Corp. & OtherTotal
Balance as of October 31, 2023$80,105 $63,704 $39,147 $— $182,956 
Foreign currency translation adjustment— 3,239 — — 3,239 
Balance as of July 31, 2024$80,105 $66,943 $39,147 $— $186,195 
For further details of Goodwill, see Note 5, “Goodwill & Intangible Assets,” located herewith.
We did not allocate non-operating loss or income tax benefit to the reportable segments. The following table reconciles operating income as reported above to net income for the three and nine months ended July 31, 2024 and 2023 (in thousands):
Three Months EndedNine Months Ended
July 31,July 31,
2024202320242023
Operating income$23,442 $37,463 $51,996 $71,202 
Interest expense(878)(2,068)(2,896)(6,571)
Other, net9,474 402 10,520 591 
Income tax expense(6,688)(4,099)(12,644)(10,103)
Net income$25,350 $31,698 $46,976 $55,119 
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Earnings Per Share
9 Months Ended
Jul. 31, 2024
Earnings Per Share [Abstract]  
Earnings Per Share Earnings Per Share
We compute basic earnings per share by dividing net income by the weighted-average number of common shares outstanding during the period. Diluted earnings per common and potential common shares include the weighted-average of additional shares associated with the incremental effect of dilutive employee stock options, non-vested restricted stock as determined using the treasury stock method prescribed by U.S. GAAP and contingent shares associated with performance share awards, if dilutive.
Basic and diluted earnings per share for the three and nine months ended July 31, 2024 and 2023 were calculated as follows (in thousands, except per share data):
Net IncomeWeighted-Average SharesPer Share
Three Months Ended July 31, 2024
Basic earnings per common share$25,350 32,876 $0.77 
Effect of dilutive securities:
Stock options— 29 — 
Restricted stock awards— 133 — 
Performance restricted stock units— 68 — 
Diluted earnings per common share$25,350 33,106 $0.77 
Three Months Ended July 31, 2023
Basic earnings per common share$31,698 32,716 $0.97 
Effect of dilutive securities:
Stock options— 33 — 
Restricted stock awards— 124 — 
Performance restricted stock units— 46 — 
Diluted earnings per common share$31,698 32,919 $0.96 
Nine Months Ended July 31, 2024
Basic earnings per common share$46,976 32,857 $1.43 
Effect of dilutive securities:
Stock options— 34 — 
Restricted stock awards— 128 — 
Performance restricted stock units— 68 — 
Diluted earnings per common share$46,976 33,087 $1.42 
Nine Months Ended July 31, 2023
Basic earnings per common share$55,119 32,841 $1.68 
Effect of dilutive securities:
Stock options— 30 — 
Restricted stock awards— 114 — 
Performance restricted stock units— 46 — 
Diluted earnings per common share$55,119 33,031 $1.67 
We do not include equity instruments in our calculation of diluted earnings per share if those instruments would be anti-dilutive. We had zero and 1,364 of anti-dilutive restricted stock award equivalents for the three and nine months ended July 31, 2024, respectively, and no corresponding equivalents for the comparable prior year periods. Such dilution is dependent on the excess of the market price of our stock over the exercise price and other components of the treasury stock method.
v3.24.2.u1
New Accounting Guidance
9 Months Ended
Jul. 31, 2024
Accounting Changes and Error Corrections [Abstract]  
New Accounting Guidance New Accounting Guidance
From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standards setting bodies that we adopt as of the specified effective date. We did not adopt any new accounting pronouncements during the three and nine months ended July 31, 2024.
Accounting Standards Not Yet Adopted
In November 2023, the FASB issued “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024 with early adoption is permitted. The guidance is to be applied retrospectively to all prior periods presented in the financial statements. We are currently evaluating the potential impact of adopting this new guidance on our consolidated financial statements and related disclosures.
In December 2023, the FASB issued “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which includes updates to the income tax disclosures related to the rate reconciliation and disaggregation of income taxes paid by jurisdiction. The amendments are effective for fiscal years beginning after December 15, 2024 with early adoption permitted. The amendments should be applied prospectively, however retrospective application is permitted. We are currently evaluating the potential impact of adopting this new guidance on our consolidated financial statements and related disclosures.
v3.24.2.u1
Subsequent Events
9 Months Ended
Jul. 31, 2024
Subsequent Events [Abstract]  
Subsequent Events Subsequent Events
On August 1, 2024, we completed the Tyman Acquisition of Tyman plc, a company incorporated in England and Wales (“Tyman”). The aggregate consideration due pursuant to the Tyman Acquisition at closing comprised of 14,139,477 newly issued Quanex common shares (“New Quanex Shares”) and cash consideration of approximately $504.1 million (being the Pound Sterling amount of cash consideration of £392.2 million in respect of all of the Tyman Shares converted to U.S. Dollars at an exchange rate of 1.2855). New Quanex Shares issued in connection with the Tyman Acquisition on the New York Stock Exchange took effect on August 2, 2024 and Tyman’s shares on the London Stock Exchange were canceled.
On June 12, 2024, in connection with the Tyman Acquisition, the Company, Wells Fargo Bank, National Association (“Wells Fargo Bank”, acting as agent, swingline lender and issuing lender, the “Agent”), the other entities therein specified in the capacities therein specified, and the lenders parties thereto, entered into an amendment to the Second Amended and Restated Credit Agreement, dated as of July 6, 2022 (the “Existing Credit Agreement”, and the Existing Credit Agreement as so amended, the “Amended Credit Agreement”). The Amended Credit Agreement did not become effective until August 1, 2024 upon the completion of the Tyman Acquisition.
The Amended Credit Agreement will (i) increase the senior secured revolving credit facility to an aggregate principal amount of $475 million (the “Revolving Credit Facility”) and (ii) provide for a senior secured term loan A facility in an aggregate principal amount of $500 million (the “Term A Facility” and together with the Revolving Credit Facility, the “Facilities”). The Revolving Credit Facility will include alternative currency, letter of credit, and swing-line sub-facilities of $100 million, $30 million, and $15 million, respectively. The maturity date of the Facilities will be five years after the acquisition effective date, maturing on August 1, 2029.
v3.24.2.u1
Pay vs Performance Disclosure - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Jul. 31, 2024
Apr. 30, 2024
Jan. 31, 2024
Jul. 31, 2023
Apr. 30, 2023
Jan. 31, 2023
Jul. 31, 2024
Jul. 31, 2023
Pay vs Performance Disclosure                
Net income $ 25,350 $ 15,377 $ 6,249 $ 31,698 $ 21,512 $ 1,909 $ 46,976 $ 55,119
v3.24.2.u1
Insider Trading Arrangements
3 Months Ended
Jul. 31, 2024
shares
Trading Arrangements, by Individual  
Material Terms of Trading Arrangement
During the three months ended July 31, 2024, none of our directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement,” except as follows:
George Wilson our Chairman, President and CEO, adopted a Rule 10b5-1 trading arrangement on June 11, 2024. Under this arrangement, a total of 37,800 shares of our common stock may be sold, subject to certain conditions, before the plan expires on November 30, 2026.
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
George Wilson [Member]  
Trading Arrangements, by Individual  
Name George Wilson
Title Chairman, President and CEO
Rule 10b5-1 Arrangement Adopted true
Adoption Date June 11, 2024
Expiration Date November 30, 2026
Aggregate Available 37,800
v3.24.2.u1
Nature of Operations and Basis of Presentation (Tables)
9 Months Ended
Jul. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Disaggregation of Revenue
Three Months EndedNine Months Ended
July 31,July 31,
 2024202320242023
(In thousands)
North American Fenestration:
United States - fenestration$131,394 $138,090 $362,674 $379,613 
International - fenestration6,950 8,542 20,559 22,019 
United States - non-fenestration27,873 26,423 81,196 73,823 
International - non-fenestration4,041 4,026 13,598 11,581 
$170,258 $177,081 $478,027 $487,036 
European Fenestration:
International - fenestration$50,551 $51,752 $139,270 $142,009 
International - non-fenestration9,066 16,137 26,367 44,595 
$59,617 $67,889 $165,637 $186,604 
North American Cabinet Components:
United States - fenestration$3,791 $4,486 $11,203 $12,613 
United States - non-fenestration47,287 50,199 133,456 148,774 
International - non-fenestration370 700 1,004 2,190 
$51,448 $55,385 $145,663 $163,577 
Unallocated Corporate & Other
Eliminations$(978)$(715)$(3,626)$(2,126)
$(978)$(715)$(3,626)$(2,126)
Net sales$280,345 $299,640 $785,701 $835,091 
v3.24.2.u1
Inventories (Tables)
9 Months Ended
Jul. 31, 2024
Inventory Disclosure [Abstract]  
Inventories
Inventories consisted of the following at July 31, 2024 and October 31, 2023 (in thousands):
July 31,
2024
October 31,
2023
Raw materials$59,865 $53,585 
Finished goods and work in process37,343 42,195 
Supplies and other1,919 2,179 
Total$99,127 $97,959 
v3.24.2.u1
Leases (Tables)
9 Months Ended
Jul. 31, 2024
Leases [Abstract]  
Schedule of Lease-Related Assets and Liabilities
The table below presents the lease-related assets and liabilities recorded on the balance sheet at July 31, 2024 and October 31, 2023 (in thousands):
LeasesClassificationJuly 31,
2024
October 31,
2023
Assets
Operating lease assetsOperating lease right-of-use assets$63,642 $46,620 
Finance lease assets
Property, plant and equipment (less accumulated depreciation of $9,594 and $6,691)
60,760 58,496 
Total lease assets$124,402 $105,116 
Liabilities
Current
OperatingCurrent operating lease liabilities$6,435 $7,224 
FinanceCurrent maturities of long-term debt3,000 2,676 
Noncurrent
OperatingNoncurrent operating lease liabilities59,099 40,361 
FinanceLong-term debt52,007 52,309 
Total lease liabilities$120,541 $102,570 
Schedule of Components of Lease Costs
The table below presents the components of lease costs for the three and nine months ended July 31, 2024 and 2023 (in thousands):
Three Months EndedNine Months Ended
July 31,July 31,
2024202320242023
Operating lease cost
$3,722 $2,322 $7,720 $6,731 
Finance lease cost
Amortization of leased assets1,237 824 2,706 2,439 
Interest on lease liabilities839 612 1,863 1,815 
Variable lease costs
523 420 1,461 1,210 
Total lease cost$6,321 $4,178 $13,750 $12,195 
The table below presents supplemental cash flow information related to leases for the nine months ended July 31, 2024 and 2023 (in thousands):
Nine Months Ended
July 31,
20242023
Cash paid for amounts included in the measurement of lease liabilities:
Finance leases - financing cash flows$2,112 $1,762 
Finance leases - operating cash flows$1,863 $1,815 
Operating leases - operating cash flows$6,826 $6,848 
Right-of-use assets obtained in exchange for lease liabilities:
Operating leases$22,025 $3,714 
Finance leases$1,308 $25,723 
Schedule of Weighted Average Remaining Lease Terms and Weighted Average Discount Rates
The table below presents the weighted-average remaining lease terms and weighted-average discount rates for the Company's leases as of July 31, 2024 and October 31, 2023:
July 31,
2024
October 31,
2023
Weighted-average remaining lease term (in years)
Operating leases10.810.7
Financing leases17.718.7
Weighted-average discount rate
Operating leases4.66 %4.09 %
Financing leases4.69 %4.52 %
Schedule of Maturity of Lease Liabilities
The table below presents the maturity of the lease liabilities as of July 31, 2024 (in thousands):
Operating LeasesFinance Leases
2024 (remaining three months)$2,341 $1,379 
20259,299 5,436 
20269,150 5,276 
20278,148 5,109 
20287,316 4,931 
Thereafter49,112 59,006 
Total lease payments85,366 81,137 
Less: present value discount19,832 26,130 
Total lease liabilities$65,534 $55,007 
Schedule of Maturity of Lease Liabilities
The table below presents the maturity of the lease liabilities as of July 31, 2024 (in thousands):
Operating LeasesFinance Leases
2024 (remaining three months)$2,341 $1,379 
20259,299 5,436 
20269,150 5,276 
20278,148 5,109 
20287,316 4,931 
Thereafter49,112 59,006 
Total lease payments85,366 81,137 
Less: present value discount19,832 26,130 
Total lease liabilities$65,534 $55,007 
v3.24.2.u1
Goodwill and Intangible Assets (Tables)
9 Months Ended
Jul. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
Changes in the Carrying Amount of Goodwill
The change in the carrying amount of goodwill for the nine months ended July 31, 2024 was as follows (in thousands):
Nine Months Ended
 July 31, 2024
Beginning balance as of November 1, 2023$182,956 
Foreign currency translation adjustment3,239 
Balance as of the end of the period$186,195 
The following table summarizes the change in the carrying amount of goodwill by reportable business segment for the nine months ended July 31, 2024 (in thousands):
NA FenestrationEU FenestrationNA Cabinet Comp.Unallocated Corp. & OtherTotal
Balance as of October 31, 2023$80,105 $63,704 $39,147 $— $182,956 
Foreign currency translation adjustment— 3,239 — — 3,239 
Balance as of July 31, 2024$80,105 $66,943 $39,147 $— $186,195 
Schedule of Acquired Finite-Lived Intangible Assets by Major Class
Identifiable Intangible Assets
Amortizable intangible assets consisted of the following as of July 31, 2024 and October 31, 2023 (in thousands):
 July 31, 2024October 31, 2023
Gross Carrying
Amount
Accumulated
Amortization
Gross Carrying
Amount
Accumulated
Amortization
Customer relationships$159,707 $107,116 $157,629 $99,230 
Trademarks and trade names56,166 44,989 55,519 42,879 
Patents and other technology25,162 22,324 25,127 22,051 
Total$241,035 $174,429 $238,275 $164,160 
Estimated Amortization Expense Related to Intangible Assets
Estimated
Amortization Expense
2024 (remaining three months)$2,797 
202510,393 
202610,151 
202710,152 
20284,918 
Thereafter28,195 
Total$66,606 
v3.24.2.u1
Debt and Finance Lease Obligations (Tables)
9 Months Ended
Jul. 31, 2024
Debt Disclosure [Abstract]  
Debt and Finance Lease Obligations Long-term debt consisted of the following at July 31, 2024 and October 31, 2023 (in thousands):
July 31,
2024
October 31,
2023
Revolving Credit Facility$— $15,000 
Finance lease obligations and other55,007 55,000 
Unamortized deferred financing fees(911)(1,200)
Total debt$54,096 $68,800 
Less: Current maturities of long-term debt2,690 2,365 
Long-term debt$51,406 $66,435 
Schedule of Applicable Margin and Commitment Fees
The applicable margin and commitment fees are outlined in the following table:
Pricing LevelConsolidated Net Leverage RatioCommitment FeeEurocurrency Rate Loans and RFR LoansBase Rate Loans
ILess than or equal to 1.50 to 1.000.150%1.25%0.25%
IIGreater than 1.50 to 1.00, but less than or equal to 2.25 to 1.000.175%1.50%0.50%
IIIGreater than 2.25 to 1.00, but less than or equal to 3.00 to 1.000.200%1.75%0.75%
IVGreater than 3.00 to 1.000.250%2.00%1.00%
v3.24.2.u1
Retirement Plans (Tables)
9 Months Ended
Jul. 31, 2024
Retirement Benefits [Abstract]  
Net Periodic Pension Cost The net periodic pension (benefit) cost for this plan for the three and nine months ended July 31, 2024 and 2023 was as follows (in thousands):
Three Months EndedNine Months Ended
July 31,July 31,
 2024202320242023
Service cost$— $95 $— $287 
Interest cost— 390 — 1,169 
Expected return on plan assets— (366)— (1,099)
Amortization of net loss— 11 — 32 
Settlement reimbursement— — (903)— 
Net periodic pension (benefit) cost$— $130 $(903)$389 
v3.24.2.u1
Stock-Based Compensation (Tables)
9 Months Ended
Jul. 31, 2024
Share-Based Payment Arrangement [Abstract]  
Schedule of Nonvested Restricted Share Activity
A summary of non-vested restricted stock awards activity during the nine months ended July 31, 2024 is presented below:
Restricted Stock AwardsWeighted-Average
Grant Date Fair Value per Share
Non-vested at October 31, 2023242,300 $22.36 
Granted72,900 32.15 
Forfeited(11,800)22.30 
Vested(66,600)20.68 
Non-vested at July 31, 2024236,800 $25.85 
Schedule of Stock Option Activity
The following table summarizes our stock option activity for the nine months ended July 31, 2024:
Stock OptionsWeighted-Average
Exercise Price
Weighted-Average
Remaining Contractual
Term (in years)
Aggregate
Intrinsic
Value (000s)
Outstanding at October 31, 2023107,530 $19.48 
Exercised(29,280)19.58 
Outstanding at July 31, 202478,250 $19.45 1.7$1,092 
Vested at July 31, 202478,250 $19.45 1.7$1,092 
Exercisable at July 31, 202478,250 $19.45 1.7$1,092 
Schedule of Performance Share Awards
The following table summarizes our performance share grants and the grant date fair value for the RONA performance metrics:
Grant DateShares AwardedGrant Date Fair ValueShares Forfeited
December 9, 202180,900 $22.54 4,600 
December 7, 202289,300 $23.49 4,600 
December 7, 202372,200 $32.15 — 
Schedule of Performance Restricted Stock Vesting Conditions Specifically, the awards vest on a continuum with the following Absolute Total Shareholder Return (A-TSR) milestones:
Vesting LevelVesting CriteriaPercentage of Award Vested
Level 1A-TSR greater than or equal to 50%150%
Level 2A-TSR less than 50% and greater than or equal to 20%100%
Level 3A-TSR less than 20% and greater than or equal to -20%50%
Level 4A-TSR less than -20%—%
Performance Restricted Stock Units by Grant
Grant DateShares AwardedGrant Date Fair ValueShares Forfeited
December 9, 202150,900 $21.06 3,400 
December 7, 202251,500 $23.22 3,100 
December 7, 202340,700 $30.35 — 
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions The following table summarizes amounts expensed as selling, general and administrative expense related to restricted stock awards, stock options, restricted stock units, performance share awards and performance restricted stock units for the three and nine months ended July 31, 2024 and 2023 (in thousands):
 Three Months EndedNine Months Ended
July 31,July 31,
 2024202320242023
Restricted stock awards$514 $356 $1,333 $1,258 
Restricted stock units39 1,444 1,815 1,873 
Performance share awards444 592 1,372 3,934 
Performance restricted stock units280 74 826 570 
Total compensation expense$1,277 $2,466 $5,346 $7,635 
Treasury Stock Activity
The following table summarizes the treasury stock activity during the nine months ended July 31, 2024:
Nine Months Ended
 July 31, 2024
Beginning Balance as of November 1, 20234,165,839 
Restricted stock awards granted(72,900)
Performance restricted stock units vested(49,228)
Stock options exercised(29,280)
Balance at July 31, 20244,014,431 
v3.24.2.u1
Other, net (Tables)
9 Months Ended
Jul. 31, 2024
Other Income and Expenses [Abstract]  
Schedule of Other Non-operating Income (Expense) Other, net
Other, net on the condensed consolidated statements of income consisted of the following for the three and nine months ended July 31, 2024 and 2023 (in thousands):
 Three Months EndedNine Months Ended
July 31,July 31,
 2024202320242023
Foreign currency transaction (losses) gains $(38)$126 $(94)$36 
Foreign currency derivative gains9,200 16 9,200 
Pension service benefit— 309 903 494 
Interest income300 81 772 114 
Other12 (130)(261)(54)
Other, net$9,474 $402 $10,520 $591 
v3.24.2.u1
Segment Information (Tables)
9 Months Ended
Jul. 31, 2024
Segment Reporting [Abstract]  
Schedule of Segment Reporting Information, by Segment
Segment information for the three and nine months ended July 31, 2024 and 2023, and total assets as of July 31, 2024 and October 31, 2023 are summarized in the following table (in thousands):
NA FenestrationEU FenestrationNA Cabinet ComponentsUnallocated Corp. & OtherTotal
Three Months Ended July 31, 2024
Net sales$170,258 $59,617 $51,448 $(978)$280,345 
Depreciation and amortization5,194 2,609 3,093 57 10,953 
Operating income (loss)17,845 12,688 282 (7,373)23,442 
Capital expenditures4,339 847 1,024 42 6,252 
Three Months Ended July 31, 2023
Net sales$177,081 $67,889 $55,385 $(715)$299,640 
Depreciation and amortization5,033 2,434 3,084 45 10,596 
Operating income (loss)22,668 16,150 2,271 (3,626)37,463 
Capital expenditures3,201 2,244 1,744 187 7,376 
Nine Months Ended July 31, 2024
Net sales$478,027 $165,637 $145,663 $(3,626)$785,701 
Depreciation and amortization15,887 7,705 9,240 167 32,999 
Operating income (loss)44,652 30,597 (3,209)(20,044)51,996 
Capital expenditures15,799 3,253 3,959 424 23,435 
Nine Months Ended July 31, 2023
Net sales$487,036 $186,604 $163,577 $(2,126)$835,091 
Depreciation and amortization15,328 7,135 8,988 221 31,672 
Operating income (loss)47,686 36,052 1,928 (14,464)71,202 
Capital expenditures11,673 5,300 5,085 392 22,450 
As of July 31, 2024
Total assets$389,715 $242,228 $149,862 $90,645 $872,450 
As of October 31, 2023
Total assets$379,286 $239,333 $158,824 $53,700 $831,143 
Changes in the Carrying Amount of Goodwill
The change in the carrying amount of goodwill for the nine months ended July 31, 2024 was as follows (in thousands):
Nine Months Ended
 July 31, 2024
Beginning balance as of November 1, 2023$182,956 
Foreign currency translation adjustment3,239 
Balance as of the end of the period$186,195 
The following table summarizes the change in the carrying amount of goodwill by reportable business segment for the nine months ended July 31, 2024 (in thousands):
NA FenestrationEU FenestrationNA Cabinet Comp.Unallocated Corp. & OtherTotal
Balance as of October 31, 2023$80,105 $63,704 $39,147 $— $182,956 
Foreign currency translation adjustment— 3,239 — — 3,239 
Balance as of July 31, 2024$80,105 $66,943 $39,147 $— $186,195 
Reconciliation of Operating Profit (Loss) from Segments to Consolidated
We did not allocate non-operating loss or income tax benefit to the reportable segments. The following table reconciles operating income as reported above to net income for the three and nine months ended July 31, 2024 and 2023 (in thousands):
Three Months EndedNine Months Ended
July 31,July 31,
2024202320242023
Operating income$23,442 $37,463 $51,996 $71,202 
Interest expense(878)(2,068)(2,896)(6,571)
Other, net9,474 402 10,520 591 
Income tax expense(6,688)(4,099)(12,644)(10,103)
Net income$25,350 $31,698 $46,976 $55,119 
v3.24.2.u1
Earnings Per Share (Tables)
9 Months Ended
Jul. 31, 2024
Earnings Per Share [Abstract]  
Schedule of Earnings Per Share, Basic and Diluted
Basic and diluted earnings per share for the three and nine months ended July 31, 2024 and 2023 were calculated as follows (in thousands, except per share data):
Net IncomeWeighted-Average SharesPer Share
Three Months Ended July 31, 2024
Basic earnings per common share$25,350 32,876 $0.77 
Effect of dilutive securities:
Stock options— 29 — 
Restricted stock awards— 133 — 
Performance restricted stock units— 68 — 
Diluted earnings per common share$25,350 33,106 $0.77 
Three Months Ended July 31, 2023
Basic earnings per common share$31,698 32,716 $0.97 
Effect of dilutive securities:
Stock options— 33 — 
Restricted stock awards— 124 — 
Performance restricted stock units— 46 — 
Diluted earnings per common share$31,698 32,919 $0.96 
Nine Months Ended July 31, 2024
Basic earnings per common share$46,976 32,857 $1.43 
Effect of dilutive securities:
Stock options— 34 — 
Restricted stock awards— 128 — 
Performance restricted stock units— 68 — 
Diluted earnings per common share$46,976 33,087 $1.42 
Nine Months Ended July 31, 2023
Basic earnings per common share$55,119 32,841 $1.68 
Effect of dilutive securities:
Stock options— 30 — 
Restricted stock awards— 114 — 
Performance restricted stock units— 46 — 
Diluted earnings per common share$55,119 33,031 $1.67 
v3.24.2.u1
Nature of Operations and Basis of Presentation (Details) - USD ($)
3 Months Ended 9 Months Ended
Jul. 31, 2024
Jul. 31, 2023
Jul. 31, 2024
Jul. 31, 2023
Related Party Transaction [Line Items]        
Net sales $ 280,345,000 $ 299,640,000 $ 785,701,000 $ 835,091,000
Non-employee directors        
Related Party Transaction [Line Items]        
Net sales $ 300,000 $ 300,000 800,000 $ 900,000
Non-employee directors | No single transaction or series of related transactions exceeded $120,000        
Related Party Transaction [Line Items]        
Net sales     $ 120,000  
v3.24.2.u1
Nature of Operations and Basis of Presentation Summary of Product Sales (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Jul. 31, 2024
Jul. 31, 2023
Jul. 31, 2024
Jul. 31, 2023
Product Information [Line Items]        
Total sales $ 280,345 $ 299,640 $ 785,701 $ 835,091
Operating Segments | NA Fenestration        
Product Information [Line Items]        
Total sales 170,258 177,081 478,027 487,036
Operating Segments | NA Fenestration | United States | Fenestration [Member]        
Product Information [Line Items]        
Total sales 131,394 138,090 362,674 379,613
Operating Segments | NA Fenestration | United States | Non-fenestration [Member]        
Product Information [Line Items]        
Total sales 27,873 26,423 81,196 73,823
Operating Segments | NA Fenestration | International | Fenestration [Member]        
Product Information [Line Items]        
Total sales 6,950 8,542 20,559 22,019
Operating Segments | NA Fenestration | International | Non-fenestration [Member]        
Product Information [Line Items]        
Total sales 4,041 4,026 13,598 11,581
Operating Segments | EU Fenestration        
Product Information [Line Items]        
Total sales 59,617 67,889 165,637 186,604
Operating Segments | EU Fenestration | International | Fenestration [Member]        
Product Information [Line Items]        
Total sales 50,551 51,752 139,270 142,009
Operating Segments | EU Fenestration | International | Non-fenestration [Member]        
Product Information [Line Items]        
Total sales 9,066 16,137 26,367 44,595
Operating Segments | NA Cabinet Components        
Product Information [Line Items]        
Total sales 51,448 55,385 145,663 163,577
Operating Segments | NA Cabinet Components | United States | Fenestration [Member]        
Product Information [Line Items]        
Total sales 3,791 4,486 11,203 12,613
Operating Segments | NA Cabinet Components | United States | Non-fenestration [Member]        
Product Information [Line Items]        
Total sales 47,287 50,199 133,456 148,774
Operating Segments | NA Cabinet Components | International | Non-fenestration [Member]        
Product Information [Line Items]        
Total sales 370 700 1,004 2,190
Corporate Non-Segment        
Product Information [Line Items]        
Total sales $ (978) $ (715) $ (3,626) $ (2,126)
v3.24.2.u1
Acquisition (Details)
$ in Thousands
9 Months Ended
Nov. 01, 2022
USD ($)
ft²
Jul. 31, 2024
USD ($)
Jul. 31, 2023
USD ($)
Business Acquisition [Line Items]      
Payments to Acquire Businesses, Net of Cash Acquired | $ $ 91,300 $ 0 $ 91,302
OHIO      
Business Acquisition [Line Items]      
Increase In Net Rentable Area 60,000    
Net Rentable Area 313,595    
v3.24.2.u1
Inventories (Detail) - USD ($)
$ in Thousands
Jul. 31, 2024
Oct. 31, 2023
Inventory, Raw Materials and Supplies, Net of Reserves [Abstract]    
Raw materials $ 59,865 $ 53,585
Finished goods and work in process 37,343 42,195
Supplies and other 1,919 2,179
Inventories $ 99,127 $ 97,959
v3.24.2.u1
Leases - Additional Information (Details)
Jul. 31, 2024
Real Estate-Related | Minimum  
Lessee, Lease, Description [Line Items]  
Term of contract 5 years
Real Estate-Related | Maximum  
Lessee, Lease, Description [Line Items]  
Term of contract 20 years
Equipment-Related | Minimum  
Lessee, Lease, Description [Line Items]  
Term of contract 1 year
Equipment-Related | Maximum  
Lessee, Lease, Description [Line Items]  
Term of contract 10 years
v3.24.2.u1
Leases - Lease-Related Assets and Liabilities (Details) - USD ($)
$ in Thousands
Jul. 31, 2024
Oct. 31, 2023
Assets    
Operating lease right-of-use assets $ 63,642 $ 46,620
Finance Lease, Right-of-Use Asset, Accumulated Amortization 9,594 6,691
Property, plant and equipment 60,760 58,496
Total lease assets 124,402 105,116
Current    
Current operating lease liabilities 6,435 7,224
Current maturities of long-term debt 3,000 2,676
Noncurrent    
Noncurrent operating lease liabilities 59,099 40,361
Long-term debt 52,007 52,309
Total lease liabilities $ 120,541 $ 102,570
v3.24.2.u1
Leases - Lease Costs (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Jul. 31, 2024
Jul. 31, 2023
Jul. 31, 2024
Jul. 31, 2023
Lease, Cost [Abstract]        
Operating Lease, Cost $ 3,722 $ 2,322 $ 7,720 $ 6,731
Finance lease cost, Amortization of leased assets 1,237 824 2,706 2,439
Finance lease cost, Interest on lease liabilities 839 612 1,863 1,815
Variable Lease, Cost 523 420 1,461 1,210
Lease, Cost $ 6,321 $ 4,178 $ 13,750 $ 12,195
v3.24.2.u1
Leases - Supplemental Cash Flow Information (Details) - USD ($)
$ in Thousands
9 Months Ended
Jul. 31, 2024
Jul. 31, 2023
Cash Flow, Lessee [Abstract]    
Finance leases - financing cash flows $ 2,112 $ 1,762
Finance leases - operating cash flows 1,863 1,815
Operating leases - operating cash flows 6,826 6,848
Right-Of-Use Asset Obtained In Exchange For Lease Liability [Abstract]    
Right-of-Use Asset Obtained in Exchange for Operating Lease Liability 22,025 3,714
Right-of-Use Asset Obtained in Exchange for Finance Lease Liability $ 1,308 $ 25,723
v3.24.2.u1
Leases - Weighted Average Remaining Lease Terms and Weighted Average Discount Rates (Details)
Jul. 31, 2024
Oct. 31, 2023
Weighted-average remaining lease term (in years)    
Operating leases 10 years 9 months 18 days 10 years 8 months 12 days
Financing leases 17 years 8 months 12 days 18 years 8 months 12 days
Weighted-average discount rate    
Operating leases 4.66% 4.09%
Financing leases 4.69% 4.52%
v3.24.2.u1
Leases - Present Maturity of Lease Liabilities (Details)
$ in Thousands
Jul. 31, 2024
USD ($)
Operating Leases  
2024 (remaining three months) $ 2,341
2025 9,299
2026 9,150
2027 8,148
2028 7,316
Thereafter 49,112
Total lease payments 85,366
Less: present value discount 19,832
Total lease liabilities 65,534
Finance Leases  
2024 (remaining three months) 1,379
2025 5,436
2026 5,276
2027 5,109
2028 4,931
Thereafter 59,006
Total lease payments 81,137
Less: present value discount 26,130
Total lease liabilities $ 55,007
v3.24.2.u1
Goodwill and Intangible Assets - Goodwill (Details)
9 Months Ended
Jul. 31, 2024
USD ($)
reporting_unit
Goodwill and Intangible Assets Disclosure [Abstract]  
Number of reporting units | reporting_unit 5
Goodwill, impairment loss $ 0
Goodwill [Roll Forward]  
Beginning balance 182,956,000
Foreign currency translation adjustment 3,239,000
Balance as of the end of the period $ 186,195,000
v3.24.2.u1
Goodwill and Intangible Assets - Identifiable Intangible Assets (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Jul. 31, 2024
Jul. 31, 2023
Jul. 31, 2024
Jul. 31, 2023
Oct. 31, 2023
Finite-Lived Intangible Assets [Line Items]          
Gross carrying amount $ 241,035   $ 241,035   $ 238,275
Accumulated amortization 174,429   174,429   164,160
Intangible assets amortization expense 2,800 $ 3,000 9,000 $ 9,100  
Estimated Amortization Expense          
2024 (remaining three months) 2,797   2,797    
2025 10,393   10,393    
2026 10,151   10,151    
2027 10,152   10,152    
2028 4,918   4,918    
Thereafter 28,195   28,195    
Total 66,606   66,606   74,115
Customer relationships          
Finite-Lived Intangible Assets [Line Items]          
Gross carrying amount 159,707   159,707   157,629
Accumulated amortization 107,116   107,116   99,230
Trademarks and trade names          
Finite-Lived Intangible Assets [Line Items]          
Gross carrying amount 56,166   56,166   55,519
Accumulated amortization 44,989   44,989   42,879
Patents and other technology          
Finite-Lived Intangible Assets [Line Items]          
Gross carrying amount 25,162   25,162   25,127
Accumulated amortization $ 22,324   $ 22,324   $ 22,051
v3.24.2.u1
Debt and Finance Lease Obligations (Details) - USD ($)
9 Months Ended
Jul. 06, 2022
Jul. 31, 2024
Jul. 31, 2023
Oct. 31, 2023
Debt Instrument [Line Items]        
Unamortized deferred financing fees   $ 911,000   $ 1,200,000
Total debt   54,096,000   68,800,000
Current maturities of long-term debt   2,690,000   2,365,000
Long-term Debt   51,406,000   66,435,000
Letters of credit, outstanding   3,700,000    
Finance lease obligations and other   55,000,000.0    
Credit Facility, amount available   $ 321,300,000    
Debt Instrument, Interest Rate During Period   6.69% 5.91%  
Capital Lease Obligations        
Debt Instrument [Line Items]        
Total debt   $ 55,007,000   55,000,000
Revolving Credit Facility [Member]        
Debt Instrument [Line Items]        
Revolving Credit Facility   0    
Total debt   $ 0   $ 15,000,000
Credit Facility [Member]        
Debt Instrument [Line Items]        
Debt issuance costs $ (1,200,000)      
Credit Facility [Member] | Line of Credit [Member]        
Debt Instrument [Line Items]        
Default interest rate   2.00%    
Minimum Incremental Borrowing   $ 10,000,000    
Maximum Incremental Borrowing   $ 150,000,000    
Debt Instrument, Required Coverage Ratio   3.00    
Debt Instrument, Required Leverage Ratio   3.25    
Debt Instrument, Limitation on Annual Dividend   $ 25,000,000.0    
Debt Instrument, Leverage Ratio Threshold for Limitations to Take Effect   2.75    
Debt Instrument, Liquidity Threshold for Limitations to Take Effect   $ 25,000,000    
Credit Facility [Member] | Line of Credit [Member] | Less than or equal to 1.50 to 1.00        
Debt Instrument [Line Items]        
Commitment fee percentage   0.15%    
Credit Facility [Member] | Line of Credit [Member] | Greater than 1.50 to 1.00, but less than or equal to 2.25 to 1.00        
Debt Instrument [Line Items]        
Commitment fee percentage   0.175%    
Credit Facility [Member] | Line of Credit [Member] | Greater than 2.25 to 1.00, but less than or equal to 3.00 to 1.00        
Debt Instrument [Line Items]        
Commitment fee percentage   0.20%    
Credit Facility [Member] | Line of Credit [Member] | Greater than 3.00 to 1.00        
Debt Instrument [Line Items]        
Commitment fee percentage   0.25%    
Revolving Credit Facility [Member] | Line of Credit [Member]        
Debt Instrument [Line Items]        
Line of credit facility, maximum borrowing capacity $ 325,000,000.0      
Long-Term Debt, Term 5 years      
Swing Line [Member] | Line of Credit [Member]        
Debt Instrument [Line Items]        
Debt Instrument, Unused Borrowing Capacity, Amount   $ 15,000,000    
Eurocurrency Rate Loans | Credit Facility [Member] | Line of Credit [Member] | Less than or equal to 1.50 to 1.00        
Debt Instrument [Line Items]        
Basis spread on variable rate   1.25%    
Eurocurrency Rate Loans | Credit Facility [Member] | Line of Credit [Member] | Greater than 1.50 to 1.00, but less than or equal to 2.25 to 1.00        
Debt Instrument [Line Items]        
Basis spread on variable rate   1.50%    
Eurocurrency Rate Loans | Credit Facility [Member] | Line of Credit [Member] | Greater than 2.25 to 1.00, but less than or equal to 3.00 to 1.00        
Debt Instrument [Line Items]        
Basis spread on variable rate   1.75%    
Eurocurrency Rate Loans | Credit Facility [Member] | Line of Credit [Member] | Greater than 3.00 to 1.00        
Debt Instrument [Line Items]        
Basis spread on variable rate   2.00%    
Transitioned RFR Loans | Credit Facility [Member] | Line of Credit [Member] | Less than or equal to 1.50 to 1.00        
Debt Instrument [Line Items]        
Basis spread on variable rate   1.25%    
Transitioned RFR Loans | Credit Facility [Member] | Line of Credit [Member] | Greater than 1.50 to 1.00, but less than or equal to 2.25 to 1.00        
Debt Instrument [Line Items]        
Basis spread on variable rate   1.50%    
Transitioned RFR Loans | Credit Facility [Member] | Line of Credit [Member] | Greater than 2.25 to 1.00, but less than or equal to 3.00 to 1.00        
Debt Instrument [Line Items]        
Basis spread on variable rate   1.75%    
Transitioned RFR Loans | Credit Facility [Member] | Line of Credit [Member] | Greater than 3.00 to 1.00        
Debt Instrument [Line Items]        
Basis spread on variable rate   2.00%    
Base Rate [Member] | Credit Facility [Member] | Line of Credit [Member] | Less than or equal to 1.50 to 1.00        
Debt Instrument [Line Items]        
Basis spread on variable rate   0.25%    
Base Rate [Member] | Credit Facility [Member] | Line of Credit [Member] | Greater than 1.50 to 1.00, but less than or equal to 2.25 to 1.00        
Debt Instrument [Line Items]        
Basis spread on variable rate   0.50%    
Base Rate [Member] | Credit Facility [Member] | Line of Credit [Member] | Greater than 2.25 to 1.00, but less than or equal to 3.00 to 1.00        
Debt Instrument [Line Items]        
Basis spread on variable rate   0.75%    
Base Rate [Member] | Credit Facility [Member] | Line of Credit [Member] | Greater than 3.00 to 1.00        
Debt Instrument [Line Items]        
Basis spread on variable rate   1.00%    
v3.24.2.u1
Retirement Plans (Detail) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Jul. 31, 2024
Jul. 31, 2023
Jul. 31, 2024
Jul. 31, 2023
Oct. 31, 2023
Retirement Benefits [Abstract]          
Supplemental benefit plan liability $ 0   $ 0   $ 2,000
Deferred compensation liability 4,900   4,900   $ 3,900
Net periodic benefit cost:          
Service cost 0 $ 95 0 $ 287  
Interest cost 0 390 0 1,169  
Expected return on plan assets 0 (366) 0 (1,099)  
Amortization of net loss 0 11 0 32  
Settlement reimbursement 0 0 (903) 0  
Net periodic pension (benefit) cost $ 0 $ 130 $ (903) $ 389  
v3.24.2.u1
Income Taxes (Detail) - USD ($)
$ in Millions
9 Months Ended
Jul. 31, 2024
Jul. 31, 2023
Oct. 31, 2023
Income Tax Disclosure      
Effective Income Tax Rate Reconciliation, Percent 21.20% 18.20%  
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent 21.00%    
Effective Income Tax Rate Reconciliation, Vesting or Exercise Of Share-based Payment Arrangement, Amount $ 0.4    
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Other, Amount 0.7 $ 1.7  
Liability for uncertain tax positions 0.3    
Valuation allowance $ 0.6   $ 0.6
v3.24.2.u1
Fair Value Measurement of Assets and Liabilities (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Jul. 31, 2024
Jul. 31, 2023
Jul. 31, 2024
Jul. 31, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]        
Foreign currency derivatives $ 9,200 $ 16 $ 9,200 $ 1
Tyman [Member]        
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]        
Derivative, Notional Amount $ 605,000   605,000  
Foreign currency derivatives     9,200  
Businesses Acquisition Purchase Consideration     $ 1,100,000  
v3.24.2.u1
Stock Based Compensation (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Jul. 31, 2024
Jul. 31, 2023
Jul. 31, 2024
Jul. 31, 2023
Share-Based Payment Arrangement [Abstract]        
Number of shares authorized, originally 3,139,895   3,139,895  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Share-based Payment Arrangement, Expense $ 1,277 $ 2,466 $ 5,346 $ 7,635
Restricted Stock        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Share-based Payment Arrangement, Expense 514 356 1,333 1,258
Restricted Stock Units (RSUs)        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Share-based Payment Arrangement, Expense 39 1,444 1,815 1,873
Performance Shares        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Share-based Payment Arrangement, Expense 444 592 1,372 3,934
Performance Restricted Stock Units        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Share-based Payment Arrangement, Expense $ 280 $ 74 $ 826 $ 570
v3.24.2.u1
Stock-Based Compensation - Restricted Stock Awards (Details) - Restricted Stock Awards (RSAs) - USD ($)
9 Months Ended
Jul. 31, 2024
Jul. 31, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Award vesting period 3 years  
Number of Shares    
Non-vested at beginning of the period (in shares) 242,300  
Grants (in shares) 72,900  
Cancelled (in shares) (11,800)  
Vested (in shares) (66,600)  
Non-vested at end of the period (in shares) 236,800  
Weighted-Average Grant Date Fair Value per Share    
Non-vested at beginning of the period (in usd per share) $ 22.36  
Granted (in usd per share) 32.15  
Cancelled (in usd per share) 22.30  
Vested (in usd per share) 20.68  
Non-vested at end of the period (in usd per share) $ 25.85  
Fair value of restricted stock awards vested $ 1,400,000 $ 1,000,000.0
Unrecognized compensation cost - non vested restricted stock awards $ 3,000,000.0  
Weighted-average period over which unrecognized cost is expected to be recognized 1 year 10 months 24 days  
v3.24.2.u1
Stock-Based Compensation - Stock Options (Details) - USD ($)
$ / shares in Units, $ in Thousands
9 Months Ended
Jul. 31, 2024
Jul. 31, 2023
Stock Options, [Roll Forward]    
Outstanding at beginning of period (in shares) 107,530  
Exercised (in shares) (29,280)  
Outstanding at end of period (in shares) 78,250  
Vested (in shares) 78,250  
Exercisable at end of period (in shares) 78,250  
Weighted-Average Exercise Price    
Outstanding at beginning of period (in usd per share) $ 19.48  
Exercised (in usd per share) 19.58  
Outstanding at end of period (in usd per share) 19.45  
Vested or expected to vest at end of period (in usd per share) 19.45  
Exercisable at end of period (in usd per share) $ 19.45  
Weighted Average Remaining Contractual Life    
Outstanding, weighted average remaining contractual life 1 year 8 months 12 days  
Vested, remaining contractual life 1 year 8 months 12 days  
Exercisable, weighted average remaining contractual life 1 year 8 months 12 days  
Aggregate Intrinsic Value    
Outstanding at end of period $ 1,092  
Vested or expected to vest at end of period 1,092  
Exercisable at end of period $ 1,092  
Stock Options    
Stock Options, [Roll Forward]    
Exercised (in shares) (29,280)  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Award vesting period 3 years  
Total intrinsic value of options exercised $ 400 $ 300
v3.24.2.u1
Stock-Based Compensation - Restricted Stock Units (Details) - USD ($)
$ / shares in Units, $ in Thousands
9 Months Ended
Dec. 07, 2023
Dec. 07, 2022
Dec. 09, 2021
Jul. 31, 2024
Jul. 31, 2023
Restricted Stock Units (RSUs)          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Award vesting period       3 years  
Grants (in shares)       26,215 38,704
Granted (in usd per share)       $ 26.70 $ 20.67
Cash paid to settle vested units       $ 600 $ 400
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period       21,774  
Performance Shares          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Grants (in shares)       49,228  
Granted (in usd per share) $ 32.15 $ 23.49 $ 22.54    
v3.24.2.u1
Stock-Based Compensation - Performance Share Awards (Details) - USD ($)
$ / shares in Units, $ in Millions
9 Months Ended
Dec. 07, 2023
Dec. 07, 2022
Dec. 09, 2021
Jul. 31, 2024
Performance Shares        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Performance shares settled in cash       100.00%
Performance shares granted 72,200 89,300 80,900  
Performance shares forfeited 0 4,600 4,600  
Granted (in usd per share) $ 32.15 $ 23.49 $ 22.54  
Vested (in shares)       122,400
Payment For Settlement Of Share-Based Compensation       $ 3.4
Performance Shares | Minimum        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Performance shares vesting percentage maximum       0.00%
Performance Shares | Maximum        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Performance shares vesting percentage maximum       200.00%
Performance Restricted Stock Units        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Performance shares granted 40,700 51,500 50,900  
Performance shares forfeited 0 3,100 3,400  
Granted (in usd per share) $ 30.35 $ 23.22 $ 21.06  
Vested (in shares)       49,228
Performance Restricted Stock Units | Minimum        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Performance shares vesting percentage maximum       0.00%
Performance Restricted Stock Units | Maximum        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Performance shares vesting percentage maximum       150.00%
v3.24.2.u1
Stock-Based Compensation - Performance Restricted Stock Units (Details) - Performance Restricted Stock Units - $ / shares
9 Months Ended
Dec. 07, 2023
Dec. 07, 2022
Dec. 09, 2021
Jul. 31, 2024
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Award vesting period       3 years
Performance restricted stock units settled in cash       100.00%
Performance Restricted Stock Units Granted 40,700 51,500 50,900  
Granted (in usd per share) $ 30.35 $ 23.22 $ 21.06  
Performance restricted stock units shares forfeited 0 3,100 3,400  
Vested (in shares)       49,228
Performance restricted stock units as probable to vest       67,626
Level 1 [Member] | A-TSR greater than or equal to 50% [Member]        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Performance restricted stock units vesting percentage maximum       150.00%
Level 2 [Member] | A-TSR less than 50% and greater than or equal to 20% [Member]        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Performance restricted stock units vesting percentage maximum       100.00%
Level 3 [Member] | A-TSR less than 20% and greater than or equal to -20% [Member]        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Performance restricted stock units vesting percentage maximum       50.00%
Level 4 [Member] | A-TSR less than -20% [Member]        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Performance restricted stock units vesting percentage maximum       0.00%
Minimum        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Performance restricted stock units vesting percentage maximum       0.00%
Maximum        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Performance restricted stock units vesting percentage maximum       150.00%
v3.24.2.u1
Stock-Based Compensation - Treasury Shares (Details) - shares
9 Months Ended
Jul. 31, 2024
Oct. 31, 2023
Treasury Stock [Abstract]    
Stock options exercised (29,280)  
Treasury stock, common, shares 4,014,431 4,165,839
Restricted Stock Awards (RSAs)    
Treasury Stock [Abstract]    
Restricted stock awards granted (72,900)  
Performance Shares    
Treasury Stock [Abstract]    
Restricted stock awards granted (49,228)  
Stock Options    
Treasury Stock [Abstract]    
Stock options exercised (29,280)  
v3.24.2.u1
Other, net (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Jul. 31, 2024
Jul. 31, 2023
Jul. 31, 2024
Jul. 31, 2023
Other Income and Expenses [Abstract]        
Foreign currency transaction (losses) gains $ (38) $ 126 $ (94) $ 36
Foreign currency derivative gains 9,200 16 9,200 1
Pension service benefit 0 309 903 494
Interest income 300 81 772 114
Other 12 (130) (261) (54)
Other, net $ 9,474 $ 402 $ 10,520 $ 591
v3.24.2.u1
Segment Information (Details)
$ in Millions
3 Months Ended 9 Months Ended
Jul. 31, 2024
USD ($)
Jul. 31, 2023
USD ($)
Jul. 31, 2024
USD ($)
segment
Jul. 31, 2023
USD ($)
Segment Reporting Information [Line Items]        
Number of reportable segments     3  
Allocated corporate general and administrative expense | $ $ 6.6 $ 6.3 $ 20.8 $ 17.1
Operating Segments | NA Fenestration        
Segment Reporting Information [Line Items]        
Number of operating segments     4  
v3.24.2.u1
Segment Information Segment Reporting Information (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Jul. 31, 2024
Jul. 31, 2023
Jul. 31, 2024
Jul. 31, 2023
Oct. 31, 2023
Segment Reporting Information [Line Items]          
Net sales $ 280,345 $ 299,640 $ 785,701 $ 835,091  
Depreciation and amortization 10,953 10,596 32,999 31,672  
Operating income (loss) 23,442 37,463 51,996 71,202  
Capital expenditures 6,252 7,376 23,435 22,450  
Total assets 872,450   872,450   $ 831,143
Operating Segments | NA Fenestration          
Segment Reporting Information [Line Items]          
Net sales 170,258 177,081 478,027 487,036  
Depreciation and amortization 5,194 5,033 15,887 15,328  
Operating income (loss) 17,845 22,668 44,652 47,686  
Capital expenditures 4,339 3,201 15,799 11,673  
Total assets 389,715   389,715   379,286
Operating Segments | EU Fenestration          
Segment Reporting Information [Line Items]          
Net sales 59,617 67,889 165,637 186,604  
Depreciation and amortization 2,609 2,434 7,705 7,135  
Operating income (loss) 12,688 16,150 30,597 36,052  
Capital expenditures 847 2,244 3,253 5,300  
Total assets 242,228   242,228   239,333
Operating Segments | NA Cabinet Components          
Segment Reporting Information [Line Items]          
Net sales 51,448 55,385 145,663 163,577  
Depreciation and amortization 3,093 3,084 9,240 8,988  
Operating income (loss) 282 2,271 (3,209) 1,928  
Capital expenditures 1,024 1,744 3,959 5,085  
Total assets 149,862   149,862   158,824
Corporate Non-Segment          
Segment Reporting Information [Line Items]          
Net sales (978) (715) (3,626) (2,126)  
Depreciation and amortization 57 45 167 221  
Operating income (loss) (7,373) (3,626) (20,044) (14,464)  
Capital expenditures 42 $ 187 424 $ 392  
Total assets $ 90,645   $ 90,645   $ 53,700
v3.24.2.u1
Segment Information Goodwill by Segment (Details)
$ in Thousands
9 Months Ended
Jul. 31, 2024
USD ($)
Goodwill [Line Items]  
Beginning balance $ 182,956
Foreign currency translation adjustment 3,239
Balance as of the end of the period 186,195
Operating Segments | NA Fenestration  
Goodwill [Line Items]  
Beginning balance 80,105
Foreign currency translation adjustment 0
Balance as of the end of the period 80,105
Operating Segments | EU Fenestration  
Goodwill [Line Items]  
Beginning balance 63,704
Foreign currency translation adjustment 3,239
Balance as of the end of the period 66,943
Operating Segments | NA Cabinet Components  
Goodwill [Line Items]  
Beginning balance 39,147
Foreign currency translation adjustment 0
Balance as of the end of the period 39,147
Corporate Non-Segment  
Goodwill [Line Items]  
Beginning balance 0
Foreign currency translation adjustment 0
Balance as of the end of the period $ 0
v3.24.2.u1
Segment Information Reconciliation of Operating Income to Net Income (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Jul. 31, 2024
Apr. 30, 2024
Jan. 31, 2024
Jul. 31, 2023
Apr. 30, 2023
Jan. 31, 2023
Jul. 31, 2024
Jul. 31, 2023
Segment Reporting [Abstract]                
Operating income $ 23,442     $ 37,463     $ 51,996 $ 71,202
Interest expense (878)     (2,068)     (2,896) (6,571)
Other, net 9,474     402     10,520 591
Income tax expense (6,688)     (4,099)     (12,644) (10,103)
Net income $ 25,350 $ 15,377 $ 6,249 $ 31,698 $ 21,512 $ 1,909 $ 46,976 $ 55,119
v3.24.2.u1
Earnings Per Share (Details) - USD ($)
$ / shares in Units, $ in Thousands
3 Months Ended 9 Months Ended
Jul. 31, 2024
Jul. 31, 2023
Jul. 31, 2024
Jul. 31, 2023
Earnings Per Share Disclosure [Line Items]        
Basic earnings per common share $ 25,350 $ 31,698 $ 46,976 $ 55,119
Diluted earnings per common share $ 25,350 $ 31,698 $ 46,976 $ 55,119
Basic (in shares) 32,876,000 32,716,000 32,857,000 32,841,000
Diluted (in shares) 33,106,000 32,919,000 33,087,000 33,031,000
Basic earnings per common share $ 0.77 $ 0.97 $ 1.43 $ 1.68
Diluted earnings per common share $ 0.77 $ 0.96 $ 1.42 $ 1.67
Stock Options        
Earnings Per Share Disclosure [Line Items]        
Weighted Average Number Diluted Shares Outstanding Adjustment 29,000 33,000 34,000 30,000
Restricted Stock Awards (RSAs)        
Earnings Per Share Disclosure [Line Items]        
Weighted Average Number Diluted Shares Outstanding Adjustment 133,000 124,000 128,000 114,000
Antidilutive securities (in shares) 0 0 1,364 0
Performance Restricted Stock Units        
Earnings Per Share Disclosure [Line Items]        
Weighted Average Number Diluted Shares Outstanding Adjustment 68,000 46,000 68,000 46,000
v3.24.2.u1
Subsequent Events (Details)
£ in Millions, $ in Millions
Aug. 01, 2024
USD ($)
shares
Aug. 01, 2024
GBP (£)
shares
Tyman [Member]    
Subsequent Event [Line Items]    
Payments to Acquire Businesses, Gross $ 504.1 £ 392.2
Subsequent Event | Amended Credit Agreement    
Subsequent Event [Line Items]    
Long-Term Debt, Term 5 years  
Subsequent Event | Revolving Credit Facility [Member] | Amended Credit Agreement    
Subsequent Event [Line Items]    
Line of Credit Facility, Maximum Borrowing Capacity $ 475.0  
Subsequent Event | Letter of Credit | Amended Credit Agreement    
Subsequent Event [Line Items]    
Line of Credit Facility, Maximum Borrowing Capacity 30.0  
Subsequent Event | Swing-line Sub-facility | Amended Credit Agreement    
Subsequent Event [Line Items]    
Line of Credit Facility, Maximum Borrowing Capacity 15.0  
Subsequent Event | Alternative Currency Sub-facility | Amended Credit Agreement    
Subsequent Event [Line Items]    
Line of Credit Facility, Maximum Borrowing Capacity 100.0  
Subsequent Event | Term Loan | Amended Credit Agreement    
Subsequent Event [Line Items]    
Line of Credit Facility, Maximum Borrowing Capacity $ 500.0  
Subsequent Event | Tyman [Member]    
Subsequent Event [Line Items]    
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | shares 14,139,477 14,139,477
Foreign Currency Exchange Rate, Translation 1.2855  

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