|
☒
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
|
26-1561397
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
Title of each class
|
|
Trading Symbol(s)
|
|
Name of each exchange on which registered
|
Common Stock, par value $0.01 per share
|
|
NX
|
|
New York Stock Exchange
|
|
PART I.
|
||
|
|
|
Item 1:
|
Financial Statements (Unaudited)
|
|
|
|
|
|
Condensed Consolidated Balance Sheets – January 31, 2020 and October 31, 2019
|
|
|
|
|
|
Condensed Consolidated Statements of Income (Loss) – Three Months Ended January 31, 2020 and 2019
|
|
|
|
|
|
Condensed Consolidated Statements of Comprehensive Income (Loss) - Three Months Ended January 31, 2020 and 2019
|
|
|
|
|
|
Condensed Consolidated Statements of Cash Flows – Three Months Ended January 31, 2020 and 2019
|
|
|
|
|
|
Condensed Consolidated Statement of Stockholders’ Equity – Three Months Ended January 31, 2020 and 2019
|
|
|
|
|
|
||
|
|
|
Item 2:
|
||
|
|
|
Item 3:
|
||
|
|
|
Item 4:
|
||
|
|
|
PART II.
|
||
|
|
|
Item 1A:
|
Risk Factors
|
|
|
|
|
Item 2:
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
|
|
|
|
Item 5:
|
Other Information
|
|
|
|
|
Item 6:
|
|
January 31,
2020 |
|
October 31,
2019 |
||||
|
(In thousands, except share
amounts)
|
||||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
23,114
|
|
|
$
|
30,868
|
|
Accounts receivable, net of allowance for doubtful accounts of $549 and $393
|
64,036
|
|
|
82,946
|
|
||
Inventories, net
|
78,117
|
|
|
67,159
|
|
||
Prepaid and other current assets
|
7,931
|
|
|
9,353
|
|
||
Total current assets
|
173,198
|
|
|
190,326
|
|
||
Property, plant and equipment, net of accumulated depreciation of $322,403 and $317,568
|
192,148
|
|
|
193,600
|
|
||
Operating lease right-of-use assets
|
41,661
|
|
|
—
|
|
||
Goodwill
|
146,590
|
|
|
145,563
|
|
||
Intangible assets, net
|
104,338
|
|
|
107,297
|
|
||
Other assets
|
9,265
|
|
|
8,324
|
|
||
Total assets
|
$
|
667,200
|
|
|
$
|
645,110
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
49,092
|
|
|
$
|
63,604
|
|
Accrued liabilities
|
28,982
|
|
|
39,221
|
|
||
Income taxes payable
|
5,265
|
|
|
6,183
|
|
||
Current maturities of long-term debt
|
707
|
|
|
746
|
|
||
Current operating lease liabilities
|
6,532
|
|
|
—
|
|
||
Total current liabilities
|
90,578
|
|
|
109,754
|
|
||
Long-term debt
|
166,711
|
|
|
156,414
|
|
||
Noncurrent operating lease liabilities
|
35,505
|
|
|
—
|
|
||
Deferred pension and postretirement benefits
|
11,251
|
|
|
13,322
|
|
||
Deferred income taxes
|
19,741
|
|
|
19,363
|
|
||
Other liabilities
|
13,481
|
|
|
16,070
|
|
||
Total liabilities
|
337,267
|
|
|
314,923
|
|
||
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 37,319,866 and 37,370,402, respectively; outstanding 32,963,475 and 33,021,789, respectively
|
373
|
|
|
374
|
|
||
Additional paid-in-capital
|
252,495
|
|
|
254,673
|
|
||
Retained earnings
|
182,989
|
|
|
185,703
|
|
||
Accumulated other comprehensive loss
|
(29,164
|
)
|
|
(33,817
|
)
|
||
Less: Treasury stock at cost, 4,356,391 and 4,348,613 shares, respectively
|
(76,760
|
)
|
|
(76,746
|
)
|
||
Total stockholders’ equity
|
329,933
|
|
|
330,187
|
|
||
Total liabilities and stockholders' equity
|
$
|
667,200
|
|
|
$
|
645,110
|
|
|
Three Months Ended
|
||||||
|
January 31,
|
||||||
|
2020
|
|
2019
|
||||
|
(In thousands, except per share amounts)
|
||||||
Net sales
|
$
|
196,597
|
|
|
$
|
196,808
|
|
Cost and expenses:
|
|
|
|
||||
Cost of sales (excluding depreciation and amortization)
|
157,427
|
|
|
158,557
|
|
||
Selling, general and administrative
|
24,132
|
|
|
28,026
|
|
||
Restructuring charges
|
153
|
|
|
103
|
|
||
Depreciation and amortization
|
12,905
|
|
|
12,572
|
|
||
Operating income (loss)
|
1,980
|
|
|
(2,450
|
)
|
||
Non-operating (expense) income:
|
|
|
|
||||
Interest expense
|
(1,582
|
)
|
|
(2,442
|
)
|
||
Other, net
|
36
|
|
|
256
|
|
||
Income (loss) before income taxes
|
434
|
|
|
(4,636
|
)
|
||
Income tax (expense) benefit
|
(424
|
)
|
|
987
|
|
||
Net income (loss)
|
$
|
10
|
|
|
$
|
(3,649
|
)
|
|
|
|
|
||||
Basic earnings (loss) per common share
|
$
|
—
|
|
|
$
|
(0.11
|
)
|
|
|
|
|
||||
Diluted earnings (loss) per common share:
|
$
|
—
|
|
|
$
|
(0.11
|
)
|
|
|
|
|
||||
Weighted-average common shares outstanding:
|
|
|
|
||||
Basic
|
32,861
|
|
|
33,098
|
|
||
Diluted
|
33,078
|
|
|
33,098
|
|
||
|
|
|
|
||||
Cash dividends per share
|
$
|
0.08
|
|
|
$
|
0.08
|
|
|
Three Months Ended
|
||||||
|
January 31,
|
||||||
|
2020
|
|
2019
|
||||
|
(In thousands)
|
||||||
Net income (loss)
|
$
|
10
|
|
|
$
|
(3,649
|
)
|
Other comprehensive income:
|
|
|
|
||||
Foreign currency translation gain
|
2,743
|
|
|
4,066
|
|
||
Change in pension from net unamortized gain (loss) adjustment (pretax)
|
2,519
|
|
|
(11
|
)
|
||
Change in pension from net unamortized gain (loss) adjustment tax (expense) benefit
|
(609
|
)
|
|
7
|
|
||
Other comprehensive gain
|
4,653
|
|
|
4,062
|
|
||
Comprehensive income
|
$
|
4,663
|
|
|
$
|
413
|
|
|
Three Months Ended
|
||||||
|
January 31,
|
||||||
|
2020
|
|
2019
|
||||
|
(In thousands)
|
||||||
Operating activities:
|
|
|
|
||||
Net income (loss)
|
$
|
10
|
|
|
$
|
(3,649
|
)
|
Adjustments to reconcile net income (loss) to cash used for operating activities:
|
|
|
|
||||
Depreciation and amortization
|
12,905
|
|
|
12,572
|
|
||
Stock-based compensation
|
(239
|
)
|
|
224
|
|
||
Deferred income tax
|
(413
|
)
|
|
(1,877
|
)
|
||
Other, net
|
1,096
|
|
|
785
|
|
||
Changes in assets and liabilities:
|
|
|
|
||||
Decrease in accounts receivable
|
18,641
|
|
|
12,679
|
|
||
Increase in inventory
|
(10,657
|
)
|
|
(11,601
|
)
|
||
Decrease in other current assets
|
1,200
|
|
|
15
|
|
||
Decrease in accounts payable
|
(12,063
|
)
|
|
(11,738
|
)
|
||
Decrease in accrued liabilities
|
(12,519
|
)
|
|
(18,850
|
)
|
||
(Decrease) increase in income taxes payable
|
(936
|
)
|
|
422
|
|
||
Increase in deferred pension and postretirement benefits
|
448
|
|
|
684
|
|
||
Decrease in other long-term liabilities
|
(405
|
)
|
|
(27
|
)
|
||
Other, net
|
(725
|
)
|
|
118
|
|
||
Cash used for operating activities
|
(3,657
|
)
|
|
(20,243
|
)
|
||
Investing activities:
|
|
|
|
||||
Capital expenditures
|
(9,312
|
)
|
|
(6,271
|
)
|
||
Proceeds from disposition of capital assets
|
—
|
|
|
74
|
|
||
Cash used for investing activities
|
(9,312
|
)
|
|
(6,197
|
)
|
||
Financing activities:
|
|
|
|
||||
Borrowings under credit facilities
|
34,500
|
|
|
43,000
|
|
||
Repayments of credit facility borrowings
|
(24,500
|
)
|
|
(23,000
|
)
|
||
Repayments of other long-term debt
|
(285
|
)
|
|
(454
|
)
|
||
Common stock dividends paid
|
(2,659
|
)
|
|
(2,675
|
)
|
||
Issuance of common stock
|
3,075
|
|
|
27
|
|
||
Payroll tax paid to settle shares forfeited upon vesting of stock
|
(454
|
)
|
|
(322
|
)
|
||
Purchase of treasury stock
|
(4,639
|
)
|
|
(2,016
|
)
|
||
Cash provided by financing activities
|
5,038
|
|
|
14,560
|
|
||
Effect of exchange rate changes on cash and cash equivalents
|
177
|
|
|
333
|
|
||
Decrease in cash and cash equivalents
|
(7,754
|
)
|
|
(11,547
|
)
|
||
Cash and cash equivalents at beginning of period
|
30,868
|
|
|
29,003
|
|
||
Cash and cash equivalents at end of period
|
$
|
23,114
|
|
|
$
|
17,456
|
|
Three Months Ended January 31, 2020
|
Common
Stock
|
|
Additional
Paid-in
Capital
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive Loss
|
|
Treasury
Stock
|
|
Total
Stockholders’
Equity
|
||||||||||||
|
(In thousands, no per share amounts shown except in verbiage)
|
||||||||||||||||||||||
Balance at October 31, 2019
|
$
|
374
|
|
|
$
|
254,673
|
|
|
$
|
185,703
|
|
|
$
|
(33,817
|
)
|
|
$
|
(76,746
|
)
|
|
$
|
330,187
|
|
Net income
|
—
|
|
|
—
|
|
|
10
|
|
|
—
|
|
|
—
|
|
|
10
|
|
||||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
2,743
|
|
|
—
|
|
|
2,743
|
|
||||||
Common dividends ($0.08 per share)
|
—
|
|
|
—
|
|
|
(2,659
|
)
|
|
—
|
|
|
—
|
|
|
(2,659
|
)
|
||||||
Purchase of treasury stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,639
|
)
|
|
(4,639
|
)
|
||||||
Change in pension from net unamortized gain (net of tax expense of $609)
|
—
|
|
|
—
|
|
|
—
|
|
|
1,910
|
|
|
—
|
|
|
1,910
|
|
||||||
Stock-based compensation activity:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Stock-based compensation benefit
|
—
|
|
|
(239
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(239
|
)
|
||||||
Stock options exercised
|
—
|
|
|
92
|
|
|
(159
|
)
|
|
—
|
|
|
3,142
|
|
|
3,075
|
|
||||||
Restricted stock awards granted
|
—
|
|
|
(1,082
|
)
|
|
94
|
|
|
—
|
|
|
988
|
|
|
—
|
|
||||||
Performance share awards vested
|
—
|
|
|
(495
|
)
|
|
—
|
|
|
—
|
|
|
495
|
|
|
—
|
|
||||||
Other
|
(1
|
)
|
|
(454
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(455
|
)
|
||||||
Balance at January 31, 2020
|
$
|
373
|
|
|
$
|
252,495
|
|
|
$
|
182,989
|
|
|
$
|
(29,164
|
)
|
|
$
|
(76,760
|
)
|
|
$
|
329,933
|
|
Three Months Ended January 31, 2019
|
Common
Stock
|
|
Additional
Paid-in
Capital
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive Loss
|
|
Treasury
Stock
|
|
Total
Stockholders’
Equity
|
||||||||||||
|
(In thousands, no per share amounts shown except in verbiage)
|
||||||||||||||||||||||
Balance at October 31, 2018
|
$
|
374
|
|
|
$
|
254,678
|
|
|
$
|
243,904
|
|
|
$
|
(30,705
|
)
|
|
$
|
(73,029
|
)
|
|
$
|
395,222
|
|
Net loss
|
—
|
|
|
—
|
|
|
(3,649
|
)
|
|
—
|
|
|
—
|
|
|
(3,649
|
)
|
||||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
4,066
|
|
|
—
|
|
|
4,066
|
|
||||||
Common dividends ($0.08 per share)
|
—
|
|
|
—
|
|
|
(2,675
|
)
|
|
—
|
|
|
—
|
|
|
(2,675
|
)
|
||||||
Purchase of treasury stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,016
|
)
|
|
(2,016
|
)
|
||||||
Stock-based compensation activity:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Expense related to stock-based compensation
|
—
|
|
|
224
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
224
|
|
||||||
Stock options exercised
|
—
|
|
|
—
|
|
|
(35
|
)
|
|
—
|
|
|
62
|
|
|
27
|
|
||||||
Restricted stock awards granted
|
—
|
|
|
(1,649
|
)
|
|
(496
|
)
|
|
—
|
|
|
2,145
|
|
|
—
|
|
||||||
Other
|
—
|
|
|
(322
|
)
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
(326
|
)
|
||||||
Balance at January 31, 2019
|
$
|
374
|
|
|
$
|
252,931
|
|
|
$
|
237,049
|
|
|
$
|
(26,643
|
)
|
|
$
|
(72,838
|
)
|
|
$
|
390,873
|
|
|
Three Months Ended
|
||||||
|
January 31,
|
||||||
|
2020
|
|
2019
|
||||
|
(In thousands)
|
||||||
North American Fenestration:
|
|
|
|
||||
United States - fenestration
|
$
|
96,847
|
|
|
$
|
93,884
|
|
International - fenestration
|
6,434
|
|
|
8,207
|
|
||
United States - non-fenestration
|
4,563
|
|
|
3,505
|
|
||
International - non-fenestration
|
2,608
|
|
|
3,453
|
|
||
|
$
|
110,452
|
|
|
$
|
109,049
|
|
European Fenestration:
|
|
|
|
||||
International - fenestration
|
$
|
30,964
|
|
|
$
|
30,724
|
|
International - non-fenestration
|
5,802
|
|
|
4,530
|
|
||
|
$
|
36,766
|
|
|
$
|
35,254
|
|
North American Cabinet Components:
|
|
|
|
||||
United States - fenestration
|
$
|
3,147
|
|
|
$
|
3,352
|
|
United States - non-fenestration
|
46,450
|
|
|
49,962
|
|
||
International - non-fenestration
|
447
|
|
|
539
|
|
||
|
$
|
50,044
|
|
|
$
|
53,853
|
|
Unallocated Corporate & Other
|
|
|
|
||||
Eliminations
|
$
|
(665
|
)
|
|
$
|
(1,348
|
)
|
|
$
|
(665
|
)
|
|
$
|
(1,348
|
)
|
Net sales
|
$
|
196,597
|
|
|
$
|
196,808
|
|
Leases
|
|
Classification
|
|
January 31, 2020
|
||
Assets
|
|
|
|
|
||
Operating lease assets
|
|
Operating lease right-of-use assets
|
|
$
|
41,661
|
|
Finance lease assets
|
|
Property, plant and equipment (less accumulated depreciation of $308)
|
|
16,317
|
|
|
Total lease assets
|
|
|
|
$
|
57,978
|
|
|
|
|
|
|
||
Liabilities
|
|
|
|
|
||
Current
|
|
|
|
|
||
Operating
|
|
Current operating lease liabilities
|
|
$
|
6,532
|
|
Finance
|
|
Current maturities of long-term debt
|
|
975
|
|
|
Noncurrent
|
|
|
|
|
||
Operating
|
|
Noncurrent operating lease liabilities
|
|
35,505
|
|
|
Finance
|
|
Long-term debt
|
|
14,921
|
|
|
Total lease liabilities
|
|
|
|
$
|
57,933
|
|
|
|
Three months ended
|
||
|
|
January 31, 2020
|
||
Components of lease costs
|
|
|
||
Operating lease cost
|
|
$
|
2,058
|
|
Finance lease cost
|
|
|
||
Amortization of leased assets
|
|
316
|
|
|
Interest on lease liabilities
|
|
144
|
|
|
Variable lease costs
|
|
125
|
|
|
Total lease cost
|
|
$
|
2,643
|
|
|
|
Three months ended
|
||
|
|
January 31, 2020
|
||
Supplemental Cash Flow Information
|
|
|
||
Cash paid for amounts included in the measurement of lease liabilities:
|
|
|
||
Finance leases - financing cash flows
|
|
$
|
322
|
|
Finance leases - operating cash flows
|
|
$
|
144
|
|
Operating leases - operating cash flows
|
|
$
|
2,071
|
|
|
|
|
||
Right-of-use assets obtained in exchange for lease liabilities
|
|
|
||
Operating leases
|
|
$
|
3,082
|
|
Finance Leases
|
|
$
|
—
|
|
|
|
January 31, 2020
|
|
Weighted average remaining lease term (in years)
|
|
|
|
Operating leases
|
|
8.2
|
|
Financing leases
|
|
16.4
|
|
|
|
|
|
Weighted average discount rate
|
|
|
|
Operating leases
|
|
4.08
|
%
|
Financing leases
|
|
3.64
|
%
|
|
|
Operating Leases
|
|
Finance Leases
|
||||
|
|
(in thousands)
|
||||||
2020 (remaining nine months)
|
|
$
|
6,141
|
|
|
$
|
1,177
|
|
2021
|
|
7,195
|
|
|
1,425
|
|
||
2022
|
|
6,531
|
|
|
1,391
|
|
||
2023
|
|
6,220
|
|
|
1,294
|
|
||
2024
|
|
5,516
|
|
|
1,190
|
|
||
Thereafter
|
|
17,730
|
|
|
14,208
|
|
||
Total lease payments
|
|
49,333
|
|
|
20,685
|
|
||
Less: present value discount
|
|
7,296
|
|
|
4,789
|
|
||
Total lease liabilities
|
|
$
|
42,037
|
|
|
$
|
15,896
|
|
|
|
Operating Leases
|
|
Capital Leases
|
||||
|
|
(in thousands)
|
||||||
2020
|
|
$
|
9,121
|
|
|
$
|
1,020
|
|
2021
|
|
6,981
|
|
|
810
|
|
||
2022
|
|
6,012
|
|
|
815
|
|
||
2023
|
|
5,506
|
|
|
973
|
|
||
2024
|
|
4,699
|
|
|
713
|
|
||
Thereafter
|
|
15,220
|
|
|
11,392
|
|
||
Total
|
|
47,539
|
|
|
15,723
|
|
||
Less: amount representing interest
|
|
|
|
5,064
|
|
|||
Present value of minimum lease payments
|
|
|
|
10,659
|
|
|
January 31,
2020 |
|
October 31,
2019 |
||||
|
(In thousands)
|
||||||
Raw materials
|
$
|
40,423
|
|
|
$
|
32,818
|
|
Finished goods and work in process
|
39,461
|
|
|
35,538
|
|
||
Supplies and other
|
2,644
|
|
|
2,593
|
|
||
Total
|
82,528
|
|
|
70,949
|
|
||
Less: Inventory reserves
|
4,411
|
|
|
3,790
|
|
||
Inventories, net
|
$
|
78,117
|
|
|
$
|
67,159
|
|
|
Three Months Ended
|
||
|
January 31, 2020
|
||
|
(In thousands)
|
||
Beginning balance as of November 1, 2019
|
$
|
145,563
|
|
Foreign currency translation adjustment
|
1,027
|
|
|
Balance as of the end of the period
|
$
|
146,590
|
|
|
January 31, 2020
|
|
October 31, 2019
|
||||||||||||
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
|
Gross Carrying
Amount |
|
Accumulated
Amortization |
||||||||
|
(In thousands)
|
||||||||||||||
Customer relationships
|
$
|
154,727
|
|
|
$
|
73,029
|
|
|
$
|
153,950
|
|
|
$
|
70,103
|
|
Trademarks and trade names
|
55,988
|
|
|
35,811
|
|
|
55,745
|
|
|
35,210
|
|
||||
Patents and other technology
|
22,397
|
|
|
19,934
|
|
|
22,386
|
|
|
19,471
|
|
||||
Total
|
$
|
233,112
|
|
|
$
|
128,774
|
|
|
$
|
232,081
|
|
|
$
|
124,784
|
|
|
Estimated
Amortization Expense
|
||
2020 (remaining nine months)
|
$
|
10,594
|
|
2021
|
12,619
|
|
|
2022
|
11,998
|
|
|
2023
|
11,251
|
|
|
2024
|
10,520
|
|
|
Thereafter
|
47,356
|
|
|
Total
|
$
|
104,338
|
|
|
January 31,
2020 |
|
October 31,
2019 |
||||
|
(In thousands)
|
||||||
Revolving Credit Facility
|
$
|
152,500
|
|
|
$
|
142,500
|
|
Finance lease obligations and other
|
16,047
|
|
|
15,865
|
|
||
Unamortized deferred financing fees
|
(1,129
|
)
|
|
(1,205
|
)
|
||
Total debt
|
$
|
167,418
|
|
|
$
|
157,160
|
|
Less: Current maturities of long-term debt
|
707
|
|
|
746
|
|
||
Long-term debt
|
$
|
166,711
|
|
|
$
|
156,414
|
|
Pricing Level
|
|
Consolidated Leverage Ratio
|
|
Commitment Fee
|
|
LIBOR Rate Loans
|
|
Base Rate Loans
|
I
|
|
Less than or equal to 1.50 to 1.00
|
|
0.200%
|
|
1.25%
|
|
0.25%
|
II
|
|
Greater than 1.50 to 1.00, but less than or equal to 2.25 to 1.00
|
|
0.225%
|
|
1.50%
|
|
0.50%
|
III
|
|
Greater than 2.25 to 1.00, but less than or equal to 3.00 to 1.00
|
|
0.250%
|
|
1.75%
|
|
0.75%
|
IV
|
|
Greater than 3.00 to 1.00
|
|
0.300%
|
|
2.00%
|
|
1.00%
|
|
Three Months Ended
|
||||||
|
January 31,
|
||||||
|
2020
|
|
2019
|
||||
|
(In thousands)
|
||||||
Service cost
|
$
|
538
|
|
|
$
|
977
|
|
Interest cost
|
293
|
|
|
283
|
|
||
Expected return on plan assets
|
(491
|
)
|
|
(543
|
)
|
||
Amortization of net loss
|
108
|
|
|
16
|
|
||
Net periodic pension cost
|
$
|
448
|
|
|
$
|
733
|
|
|
Three Months Ended
|
||
|
January 31, 2020
|
||
|
(In thousands)
|
||
Beginning balance as of November 1, 2019
|
$
|
260
|
|
Warranty costs paid
|
(20
|
)
|
|
Total accrued warranty as of January 31, 2020
|
$
|
240
|
|
Less: Current portion of accrued warranty
|
136
|
|
|
Long-term portion of accrued warranty
|
$
|
104
|
|
•
|
Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.
|
•
|
Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability either directly or indirectly including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates) and inputs that are derived principally from or corroborated by observable market data by correlation or other means.
|
•
|
Level 3 - Inputs that are both significant to the fair value measurement and unobservable.
|
|
Restricted Stock Awards
|
|
Weighted Average
Grant Date Fair Value per Share |
|||
Non-vested at October 31, 2019
|
230,100
|
|
|
$
|
17.02
|
|
Granted
|
56,000
|
|
|
$
|
19.40
|
|
Forfeited
|
(27,300
|
)
|
|
$
|
17.31
|
|
Vested
|
(55,000
|
)
|
|
$
|
19.45
|
|
Non-vested at January 31, 2020
|
203,800
|
|
|
$
|
16.98
|
|
|
Stock Options
|
|
Weighted Average
Exercise Price
|
|
Weighted Average
Remaining Contractual
Term (in years)
|
|
Aggregate
Intrinsic
Value (000s)
|
|||||
Outstanding at October 31, 2019
|
1,416,186
|
|
|
$
|
18.71
|
|
|
|
|
|
||
Granted
|
—
|
|
|
$
|
—
|
|
|
|
|
|
||
Exercised
|
(178,033
|
)
|
|
$
|
16.93
|
|
|
|
|
|
||
Forfeited/Expired
|
(58,734
|
)
|
|
$
|
20.61
|
|
|
|
|
|
||
Outstanding at January 31, 2020
|
1,179,419
|
|
|
$
|
18.89
|
|
|
4.2
|
|
$
|
395
|
|
Vested or expected to vest at January 31, 2020
|
1,179,419
|
|
|
$
|
18.89
|
|
|
4.2
|
|
$
|
395
|
|
Exercisable at January 31, 2020
|
1,179,419
|
|
|
$
|
18.89
|
|
|
4.2
|
|
$
|
395
|
|
|
|
|
|
Grant Date Fair Value
|
|
|
||||||||||||
Grant Date
|
|
Shares Awarded
|
|
EPS
|
|
R-TSR
|
|
RONA
|
|
Shares Forfeited
|
||||||||
December 7, 2017
|
|
146,500
|
|
|
$
|
20.70
|
|
|
$
|
21.81
|
|
|
$
|
—
|
|
|
46,608
|
|
December 5, 2018
|
|
131,500
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
13.63
|
|
|
33,500
|
|
December 5, 2019
|
|
55,900
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
19.40
|
|
|
—
|
|
Vesting Level
|
|
Vesting Criteria
|
|
Percentage of Award Vested
|
Level 1
|
|
A-TSR greater than or equal to 50%
|
|
150%
|
Level 2
|
|
A-TSR less than 50% and greater than or equal to 20%
|
|
100%
|
Level 3
|
|
A-TSR less than 20% and greater than or equal to -20%
|
|
50%
|
Level 4
|
|
A-TSR less than -20%
|
|
—%
|
Grant Date
|
|
Shares Awarded
|
|
Grand Date Fair Value
|
|
Shares Forfeited
|
||||
December 7, 2017
|
|
78,200
|
|
|
$
|
17.76
|
|
|
24,854
|
|
December 5, 2018
|
|
89,200
|
|
|
$
|
13.63
|
|
|
25,500
|
|
December 5, 2019
|
|
35,000
|
|
|
$
|
19.40
|
|
|
—
|
|
|
Three Months Ended
|
|
|
January 31, 2020
|
|
Beginning balance as of November 1, 2019
|
4,348,613
|
|
Restricted stock awards granted
|
(56,000
|
)
|
Performance share awards vested
|
(28,051
|
)
|
Stock options exercised
|
(178,033
|
)
|
Treasury stock repurchases
|
269,862
|
|
Balance at January 31, 2020
|
4,356,391
|
|
|
Three Months Ended
|
||||||
|
January 31,
|
||||||
|
2020
|
|
2019
|
||||
|
(In thousands)
|
||||||
Foreign currency transaction losses
|
$
|
(49
|
)
|
|
$
|
(32
|
)
|
Foreign currency derivative (losses) gains
|
(11
|
)
|
|
11
|
|
||
Pension service benefit
|
90
|
|
|
244
|
|
||
Interest income
|
5
|
|
|
30
|
|
||
Other
|
1
|
|
|
3
|
|
||
Other, net
|
$
|
36
|
|
|
$
|
256
|
|
|
NA Fenestration
|
|
EU Fenestration
|
|
NA Cabinet Comp.
|
|
Unallocated Corp. & Other
|
|
Total
|
||||||||||
Three Months Ended January 31, 2020
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
110,452
|
|
|
$
|
36,766
|
|
|
$
|
50,044
|
|
|
$
|
(665
|
)
|
|
$
|
196,597
|
|
Depreciation and amortization
|
6,979
|
|
|
2,408
|
|
|
3,402
|
|
|
116
|
|
|
12,905
|
|
|||||
Operating income (loss)
|
1,631
|
|
|
3,164
|
|
|
(2,115
|
)
|
|
(700
|
)
|
|
1,980
|
|
|||||
Capital expenditures
|
6,928
|
|
|
1,219
|
|
|
1,075
|
|
|
90
|
|
|
9,312
|
|
|||||
Three Months Ended January 31, 2019
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
109,049
|
|
|
$
|
35,254
|
|
|
$
|
53,853
|
|
|
$
|
(1,348
|
)
|
|
$
|
196,808
|
|
Depreciation and amortization
|
6,873
|
|
|
2,236
|
|
|
3,339
|
|
|
124
|
|
|
12,572
|
|
|||||
Operating income (loss)
|
1,843
|
|
|
2,781
|
|
|
(2,267
|
)
|
|
(4,807
|
)
|
|
(2,450
|
)
|
|||||
Capital expenditures
|
3,436
|
|
|
1,708
|
|
|
1,127
|
|
|
—
|
|
|
6,271
|
|
|||||
As of January 31, 2020
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
247,396
|
|
|
$
|
219,133
|
|
|
$
|
181,746
|
|
|
$
|
18,925
|
|
|
$
|
667,200
|
|
As of October 31, 2019
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
226,243
|
|
|
$
|
212,239
|
|
|
$
|
181,416
|
|
|
$
|
25,212
|
|
|
$
|
645,110
|
|
|
NA Fenestration
|
|
EU Fenestration
|
|
NA Cabinet Comp.
|
|
Unallocated Corp. & Other
|
|
Total
|
||||||||||
Balance as of October 31, 2019
|
$
|
38,712
|
|
|
$
|
67,704
|
|
|
$
|
39,147
|
|
|
$
|
—
|
|
|
$
|
145,563
|
|
Foreign currency translation adjustment
|
—
|
|
|
1,027
|
|
|
—
|
|
|
—
|
|
|
1,027
|
|
|||||
Balance as of January 31, 2020
|
$
|
38,712
|
|
|
$
|
68,731
|
|
|
$
|
39,147
|
|
|
$
|
—
|
|
|
$
|
146,590
|
|
|
Three Months Ended
|
||||||
|
January 31,
|
||||||
|
2020
|
|
2019
|
||||
|
(In thousands)
|
||||||
Operating income (loss)
|
$
|
1,980
|
|
|
$
|
(2,450
|
)
|
Interest expense
|
(1,582
|
)
|
|
(2,442
|
)
|
||
Other, net
|
36
|
|
|
256
|
|
||
Income tax (expense) benefit
|
(424
|
)
|
|
987
|
|
||
Net income (loss)
|
$
|
10
|
|
|
$
|
(3,649
|
)
|
|
|
Net Income (Loss)
|
|
Weighted Average Shares
|
|
Per Share
|
|||||
|
|
|
|
|
|
|
|||||
Three Months Ended January 31, 2020
|
|
|
|
|
|
|
|||||
Basic earnings per common share
|
|
$
|
10
|
|
|
32,861
|
|
|
$
|
—
|
|
Effect of dilutive securities:
|
|
|
|
|
|
|
|||||
Stock options
|
|
|
|
77
|
|
|
|
||||
Restricted stock awards
|
|
|
|
93
|
|
|
|
||||
Performance shares
|
|
|
|
28
|
|
|
|
||||
Performance restricted stock units
|
|
|
|
19
|
|
|
|
||||
Diluted earnings per common share
|
|
$
|
10
|
|
|
33,078
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|||||
Three Months Ended January 31, 2019
|
|
|
|
|
|
|
|||||
Basic loss per common share
|
|
$
|
(3,649
|
)
|
|
33,098
|
|
|
$
|
(0.11
|
)
|
Diluted loss per common share(1)
|
|
$
|
(3,649
|
)
|
|
33,098
|
|
|
$
|
(0.11
|
)
|
•
|
package of practical expedients which allows us to avoid reassessing contracts that commenced prior to adoption that were properly evaluated under legacy lease accounting guidance;
|
•
|
excluding ROU assets and lease liabilities for leases with terms that are less than one year;
|
•
|
combining lease and non-lease components and accounting for them as a single lease (elected by asset class);
|
•
|
excluding land easements that existed or expired prior to adoption; and
|
•
|
policy election that eliminates the need for adjusting prior period comparable financial statements prepared under legacy (Accounting Standards Codification Topic 840) lease accounting guidance.
|
•
|
changes in market conditions, particularly in the new home construction, and residential remodeling and replacement (R&R) activity markets in the U.S., U.K. and Germany;
|
•
|
changes in non-pass-through raw material costs;
|
•
|
changes in domestic and international economic conditions;
|
•
|
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;
|
•
|
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 a good relationship with our suppliers, subcontractors, and key customers; and
|
•
|
the resolution of litigation and other legal proceedings.
|
|
Three Months Ended January 31,
|
|||||||||||||
|
2020
|
|
2019
|
|
Change $
|
|
% Variance
|
|||||||
|
(Dollars in millions)
|
|||||||||||||
Net sales
|
$
|
196.6
|
|
|
$
|
196.8
|
|
|
$
|
(0.2
|
)
|
|
—
|
%
|
Cost of sales (excluding depreciation and amortization)
|
157.4
|
|
|
158.6
|
|
|
(1.2
|
)
|
|
1
|
%
|
|||
Selling, general and administrative
|
24.1
|
|
|
28.0
|
|
|
(3.9
|
)
|
|
14
|
%
|
|||
Restructuring charges
|
0.2
|
|
|
0.1
|
|
|
0.1
|
|
|
(100
|
)%
|
|||
Depreciation and amortization
|
12.9
|
|
|
12.6
|
|
|
0.3
|
|
|
(2
|
)%
|
|||
Operating income
|
$
|
2.0
|
|
|
$
|
(2.5
|
)
|
|
$
|
4.5
|
|
|
180
|
%
|
Interest expense
|
(1.6
|
)
|
|
(2.4
|
)
|
|
0.8
|
|
|
33
|
%
|
|||
Other, net
|
—
|
|
|
0.3
|
|
|
(0.3
|
)
|
|
(100
|
)%
|
|||
Income tax expense
|
(0.4
|
)
|
|
1.0
|
|
|
(1.4
|
)
|
|
(140
|
)%
|
|||
Net income
|
$
|
—
|
|
|
$
|
(3.6
|
)
|
|
$
|
3.6
|
|
|
100
|
%
|
|
Three Months Ended January 31,
|
||||||||||||
|
2020
|
|
2019
|
|
$ Change
|
|
% Variance
|
||||||
|
(Dollars in millions)
|
||||||||||||
Net sales
|
$
|
110.5
|
|
|
$
|
109.0
|
|
|
$
|
1.5
|
|
|
1%
|
Cost of sales (excluding depreciation and amortization)
|
88.7
|
|
|
87.1
|
|
|
1.6
|
|
|
(2)%
|
|||
Selling, general and administrative
|
13.1
|
|
|
13.1
|
|
|
—
|
|
|
—%
|
|||
Restructuring charges
|
0.1
|
|
|
0.1
|
|
|
—
|
|
|
—%
|
|||
Depreciation and amortization
|
7.0
|
|
|
6.9
|
|
|
0.1
|
|
|
(1)%
|
|||
Operating income
|
$
|
1.6
|
|
|
$
|
1.8
|
|
|
$
|
(0.2
|
)
|
|
(11)%
|
Operating income margin
|
1
|
%
|
|
2
|
%
|
|
|
|
|
|
Three Months Ended January 31,
|
||||||||||||
|
2020
|
|
2019
|
|
$ Change
|
|
Variance %
|
||||||
|
(Dollars in millions)
|
||||||||||||
Net sales
|
$
|
36.7
|
|
|
$
|
35.3
|
|
|
$
|
1.4
|
|
|
4%
|
Cost of sales (excluding depreciation and amortization)
|
25.2
|
|
|
24.5
|
|
|
0.7
|
|
|
(3)%
|
|||
Selling, general and administrative
|
5.9
|
|
|
5.7
|
|
|
0.2
|
|
|
(4)%
|
|||
Depreciation and amortization
|
2.4
|
|
|
2.2
|
|
|
0.2
|
|
|
(9)%
|
|||
Operating income
|
$
|
3.2
|
|
|
$
|
2.9
|
|
|
$
|
0.3
|
|
|
10%
|
Operating income margin
|
9
|
%
|
|
8
|
%
|
|
|
|
|
|
Three Months Ended January 31,
|
||||||||||||
|
2020
|
|
2019
|
|
$ Change
|
|
Variance %
|
||||||
|
(Dollars in millions)
|
||||||||||||
Net sales
|
$
|
50.0
|
|
|
$
|
53.8
|
|
|
$
|
(3.8
|
)
|
|
(7)%
|
Cost of sales (excluding depreciation and amortization)
|
43.8
|
|
|
47.9
|
|
|
(4.1
|
)
|
|
9%
|
|||
Selling, general and administrative
|
4.8
|
|
|
4.9
|
|
|
(0.1
|
)
|
|
2%
|
|||
Restructuring charges
|
0.1
|
|
|
—
|
|
|
0.1
|
|
|
(1)%
|
|||
Depreciation and amortization
|
3.4
|
|
|
3.3
|
|
|
0.1
|
|
|
(3)%
|
|||
Operating income
|
$
|
(2.1
|
)
|
|
$
|
(2.3
|
)
|
|
$
|
0.2
|
|
|
9%
|
Operating income margin
|
(4
|
)%
|
|
(4
|
)%
|
|
|
|
|
|
Three Months Ended January 31,
|
||||||||||||
|
2020
|
|
2019
|
|
$ Change
|
|
Variance %
|
||||||
|
(Dollars in millions)
|
||||||||||||
Net sales
|
$
|
(0.6
|
)
|
|
$
|
(1.3
|
)
|
|
$
|
0.7
|
|
|
54%
|
Cost of sales (excluding depreciation and amortization)
|
(0.3
|
)
|
|
(0.9
|
)
|
|
0.6
|
|
|
(67)%
|
|||
Selling, general and administrative
|
0.3
|
|
|
4.3
|
|
|
(4.0
|
)
|
|
93%
|
|||
Depreciation and amortization
|
0.1
|
|
|
0.2
|
|
|
(0.1
|
)
|
|
50%
|
|||
Operating loss
|
$
|
(0.7
|
)
|
|
$
|
(4.9
|
)
|
|
$
|
4.2
|
|
|
86%
|
|
Three Months Ended
|
||||||
|
January 31,
|
||||||
|
2020
|
|
2019
|
||||
|
(In millions)
|
||||||
Cash used for operating activities
|
$
|
(3.7
|
)
|
|
$
|
(20.2
|
)
|
Cash used for investing activities
|
$
|
(9.3
|
)
|
|
$
|
(6.2
|
)
|
Cash provided by financing activities
|
$
|
5.0
|
|
|
$
|
14.6
|
|
Period
|
|
(a) Total Number of Shares Purchased
|
|
(b) Average Price Paid per Share
|
|
(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)
|
|
(d) Maximum US Dollars Remaining that May Yet Be Used to Purchase Shares Under the Plans or Programs (1)
|
||||||
November 2019
|
|
13,626
|
|
|
$
|
19.45
|
|
|
—
|
|
|
$
|
18,415,158
|
|
December 2019
|
|
99,609
|
|
|
17.73
|
|
|
89,999
|
|
|
16,836,834
|
|
||
January 2020
|
|
179,863
|
|
|
17.02
|
|
|
179,863
|
|
|
13,776,306
|
|
||
Total
|
|
293,098
|
|
|
$
|
17.37
|
|
|
269,862
|
|
|
|
|
|
|
QUANEX BUILDING PRODUCTS CORPORATION
|
|
|
|
|
Date:
|
March 6, 2020
|
|
/s/ Scott M. Zuehlke
|
|
|
|
Scott M. Zuehlke
|
|
|
|
Senior Vice President - Chief Financial Officer & Treasurer
(Principal Financial Officer)
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
*101.INS
|
|
XBRL 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.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
*101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
*101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
*101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
*101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
Date of Award:
|
[__________________]
|
Number of Shares:
|
[__________________]
|
General Vesting Schedule/Restricted Period:
|
[__________________]
|
1.
|
GRANT OF RESTRICTED STOCK AWARD. The Compensation Committee (the “Committee”) of the Board of Directors of Quanex Building Products Corporation, a Delaware corporation (the “Company”), subject to the terms and provisions of the Quanex Building Products Corporation 2020 Omnibus Incentive Plan (the “Plan”), hereby awards to you, the above-named Grantee, effective as of the Date of Award set forth above (the “Date of Award”), that number of shares (the “Shares”) of the Company’s common stock, $0.01 par value per share (the “Common Stock”), set forth above as restricted stock (the “Restricted Stock”) on the following terms and conditions:
|
2.
|
TERMINATION OF EMPLOYMENT/CHANGE IN CONTROL. The following provisions will apply in the event your employment with the Company and all Affiliates (collectively, the “Company Group”) terminates, or a Change in Control of the Company occurs, before the end of the Restricted Period under this Agreement:
|
3.
|
TAX WITHHOLDING. To the extent that the receipt of the Shares of Restricted Stock or the lapse of any Forfeiture Restrictions results in income, wages or other compensation to you for any income, employment or other tax purposes with respect to which the Company has a withholding obligation, you shall deliver to the Company at the time of such receipt or lapse, as the case may be, such amount of money as the Company may require to meet its obligation under applicable tax laws or regulations, and, if you fail to do so, the Company is authorized to withhold from the Shares awarded hereby or from any cash or stock remuneration or other payment then or thereafter payable to you any tax required to be withheld by reason of such taxable income, wages or compensation sufficient to satisfy the withholding obligation based on the last per share sales price of the Common Stock for the trading day immediately preceding the date that the withholding obligation arises, as reported in the New York Stock Exchange Composite Transactions.
|
4.
|
NONTRANSFERABILITY. Notwithstanding anything in this Agreement to the contrary and except as specified below, the Shares of Restricted Stock awarded to you under this Agreement shall not be transferable or assignable by you other than by will or the laws of descent and distribution to the extent then subject to Forfeiture Restrictions. You may transfer the Shares to (a) a member or members of your immediate family, (b) to a revocable living trust established exclusively for you or you and your spouse, (c) a trust under which your immediate family members are the only beneficiaries or (d) a partnership of which your immediate family members are the only partners. For this purpose, “immediate family” means your spouse, children, stepchildren, grandchildren, parents, grandparents, siblings (including half brothers and sisters), and individuals who are family members by adoption.
|
5.
|
CAPITAL ADJUSTMENTS AND REORGANIZATIONS. The existence of the Shares of Restricted Stock shall not affect in any way the right or power of the Company or any company the stock of which is awarded pursuant to this Agreement to make or authorize any adjustment, recapitalization, reorganization or other change in its capital structure or its business, engage in any merger or consolidation, issue any debt or equity securities, dissolve or liquidate, or sell, lease, exchange or otherwise dispose of all or any part of its assets or business, or engage in any other corporate act or proceeding.
|
6.
|
RIGHTS REGARDING DISTRIBUTIONS MADE BY THE COMPANY DURING THE RESTRICTED PERIOD. During the Restricted Period, (a) any securities of the Company distributed by the Company in respect of the Shares of Restricted Stock will be evidenced by entries in the appropriate securities register of the Company reflecting that such securities of the Company, if any, have been issued in your name (the “Retained Company Securities”) and (b) any securities of any company other than the Company or any other property (other than regular cash dividends) distributed by the Company in respect of the Shares of Restricted Stock will be evidenced in your name by such certificates or in such other manner as the Company determines (the “Retained Other Securities and Property”) and may bear a restrictive legend to the effect that ownership of such Retained Other Securities and Property and the enjoyment of all rights appurtenant thereto, are subject to the restrictions, terms, and conditions provided in the Plan and this Agreement. The Retained Company Securities and the Retained Other Securities and Property (collectively, the “Retained Distributions”) shall be subject to the same restrictions, terms and conditions as are applicable to the Shares of Restricted Stock.
|
7.
|
RIGHTS WITH RESPECT TO SHARES OF RESTRICTED STOCK AND RETAINED DISTRIBUTIONS DURING RESTRICTED PERIOD. You shall have the right to vote the Shares of Restricted Stock awarded to you, and to exercise all other rights, powers and privileges of a holder of the Common Stock, with respect to such Shares of Restricted Stock, with the exception that (a) you shall not be entitled to have custody of such Shares of Restricted Stock until the Forfeiture Restrictions applicable thereto shall have lapsed, (b) the Company shall retain custody of all Retained Distributions made or declared with respect to the Shares of Restricted Stock until such time, if ever, as the Forfeiture Restrictions applicable to the Shares of Restricted Stock with respect to which such Retained Distributions shall have been made, paid, or declared shall have lapsed, and such Retained Distributions shall not bear interest or be segregated in separate accounts and (c) you may not sell, assign, transfer, pledge, exchange, encumber, or dispose of the Shares of Restricted Stock or any Retained Distributions during the Restricted Period. During the Restricted Period, the Company may, in its sole discretion, issue certificates for some or all of the Shares of Restricted Stock, in which case all such certificates shall be delivered to the Corporate Secretary of the Company or to such other depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Shares of Restricted Stock occurs or the Forfeiture Restrictions lapse. When requested by the Company, you shall execute such stock powers or other instruments of assignment as the Company requests relating to transfer to the Company of all or any portion of such Shares of Restricted Stock and any Retained Distributions that are forfeited in accordance with the Plan and this Agreement. Cash dividends, stock, and any other property (other than cash) distributed as a dividend or otherwise with respect to any Share of Restricted Stock shall be accumulated, and shall be subject to restrictions and risk of forfeiture to the same extent as otherwise set forth in this Agreement. The combined value of any such distributions shall be paid to you at the time such restrictions and risk of forfeiture lapse.
|
8.
|
EMPLOYMENT RELATIONSHIP. For purposes of this Agreement, you shall be considered to be in the employment of the Company Group as long as you have an employment relationship with the Company Group. The Committee shall determine any questions as to whether and when there has been a termination of such employment relationship, and the cause of such termination, under the Plan and the Committee’s determination shall be final and binding on all persons.
|
9.
|
SECTION 83(B) ELECTION. You may exercise the election permitted under Section 83(b) of the Code with respect to the Shares of Restricted Stock, provided that you provide prompt notice of such election to the Chief Financial Officer or General Counsel of the Company.
|
10.
|
NOT AN EMPLOYMENT AGREEMENT. This Agreement is not an employment agreement, and no provision of this Agreement shall be construed or interpreted to create an employment relationship between you and the Company or any Affiliate or guarantee the right to remain employed by the Company or any Affiliate for any specified term.
|
11.
|
SECURITIES ACT LEGEND. If you are an officer or affiliate of the Company under the Securities Act of 1933, you consent to the placing on any certificate for the Shares of an appropriate legend restricting resale or other transfer of the Shares except in accordance with such Act and all applicable rules thereunder.
|
12.
|
REGISTRATION. The Shares that may be issued under the Plan are registered with the Securities and Exchange Commission under a Registration Statement on Form S-8.
|
13.
|
LIMIT OF LIABILITY. Under no circumstances will the Company or any Affiliate be liable for any indirect, incidental, consequential or special damages (including lost profits) of any form incurred by any person, whether or not foreseeable and regardless of the form of the act in which such a claim may be brought, with respect to the Plan.
|
14.
|
MISCELLANEOUS. This Agreement is awarded pursuant to and is subject to all of the provisions of the Plan, including amendments to the Plan, if any. In the event of a conflict between this Agreement and the Plan provisions, the Plan provisions will control. The term “you” and “your” refer to the Grantee named in this Agreement. Capitalized terms that are not defined herein shall have the meanings ascribed to such terms in the Plan. This Agreement shall be binding on the Company’s successors and assigns.
|
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.
|
/s/ George L. Wilson
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George L. Wilson
President and Chief Executive Officer
(Principal Executive Officer)
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1.
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I have reviewed this quarterly report on Form 10-Q of Quanex Building Products Corporation (the “Registrant”);
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2.
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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;
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3.
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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;
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4.
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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:
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a.
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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;
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b.
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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;
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c.
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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
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d.
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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
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5.
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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):
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a.
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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
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b.
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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.
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/s/ Scott M. Zuehlke
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Scott M. Zuehlke
Senior Vice President - Chief Financial Officer and Treasurer
(Principal Financial Officer)
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/s/ George L. Wilson
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/s/ Scott M. Zuehlke
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George L. Wilson
President and Chief Executive Officer
(Principal Executive Officer)
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Scott M. Zuehlke
Senior Vice President—Chief Financial Officer and Treasurer
(Principal Financial Officer)
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