Quanex Building Products CORP 10-Q

Item 1. Financial Statements QUANEX BUILDING PRODUCTS CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) January 31, 2021 October 31, 2020 (In thousands, except share amounts) ASSETS Current assets: Cash and cash equivalents $ 43,426 $ 51,621 Accounts receivable, net of allowance for credit losses of $ 196 and $ 161 82,538 88,287 Inventories, net 76,076 61,181 Prepaid and other current assets 7,213 6,217 Total current assets 209,253 207,306 Property, plant and equipment, net of accumulated depreciation of $ 346,212 and $ 340,144 182,371 184,104 Operating lease right-of-use assets 53,252 51,824 Goodwill 149,941 146,154 Intangible assets, net 91,806 93,068 Other assets 7,648 9,129 Total assets $ 694,271 $ 691,585 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 62,553 $ 77,335 Accrued liabilities 37,450 38,289 Income taxes payable 3,768 6,465 Current maturities of long-term debt 704 692 Current operating lease liabilities 7,738 7,459 Total current liabilities 112,213 130,240 Long-term debt 112,090 116,728 Non current operating lease liabilities 46,086 44,873 Deferred pension and postretirement benefits 10,871 10,923 Deferred income taxes 21,580 19,116 Other liabilities 13,723 13,946 Total liabilities 316,563 335,826 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 37,273,510 and 37,296,166 , respectively; outstanding 33,347,769 and 32,804,737 , respectively 373 373 Additional paid-in-capital 252,277 253,458 Retained earnings 218,732 213,517 Accumulated other comprehensive loss ( 24,424 ) ( 33,024 ) Less: Treasury stock at cost, 3,925,741 and 4,491,429 shares, respectively ( 69,250 ) ( 78,565 ) Total stockholders’ equity 377,708 355,759 Total liabilities and stockholders' equity $ 694,271 $ 691,585 The accompanying notes are an integral part of the financial statements. 1 Table of Contents QUANEX BUILDING PRODUCTS CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited) Three Months Ended January 31, 2021 2020 (In thousands, except per share amounts) Net sales $ 230,147 $ 196,597 Cost and expenses: Cost of sales (excluding depreciation and amortization) 176,397 157,427 Selling, general and administrative 30,861 24,132 Restructuring charges 39 153 Depreciation and amortization 11,015 12,905 Operating income 11,835 1,980 Non-operating (expense) income: Interest expense ( 751 ) ( 1,582 ) Other, net 192 36 Income before income taxes 11,276 434 Income tax expense ( 3,424 ) ( 424 ) Net income $ 7,852 $ 10 Basic earnings per common share $ 0.24 $ — Diluted earnings per common share: $ 0.24 $ — Weighted-average common shares outstanding: Basic 32,872 32,861 Diluted 33,212 33,078 Cash dividends per share $ 0.08 $ 0.08 The accompanying notes are an integral part of the financial statements. 2 Table of Contents QUANEX BUILDING PRODUCTS CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) Three Months Ended January 31, 2021 2020 (In thousands) Net income $ 7,852 $ 10 Other comprehensive income: Foreign currency translation gain 8,600 2,743 Change in pension from net unamortized gain adjustment (pretax) — 2,519 Change in pension from net unamortized gain adjustment tax expense — ( 609 ) Other comprehensive income 8,600 4,653 Comprehensive income $ 16,452 $ 4,663 The accompanying notes are an integral part of the financial statements. 3 Table of Contents QUANEX BUILDING PRODUCTS CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Three Months Ended January 31, 2021 2020 (In thousands) Operating activities: Net income $ 7,852 $ 10 Adjustments to reconcile net income to cash used for operating activities: Depreciation and amortization 11,015 12,905 Stock-based compensation 523 ( 239 ) Deferred income tax 1,925 ( 413 ) Other, net 3,189 1,096 Changes in assets and liabilities: Decrease in accounts receivable 7,103 18,641 Increase in inventory ( 14,061 ) ( 10,657 ) (Increase) decrease in other current assets ( 873 ) 1,200 Decrease in accounts payable ( 14,577 ) ( 12,063 ) Decrease in accrued liabilities ( 2,692 ) ( 12,519 ) Decrease in income taxes payable ( 2,790 ) ( 936 ) (Decrease) increase in deferred pension and postretirement benefits ( 52 ) 448 Decrease in other long-term liabilities ( 399 ) ( 405 ) Other, net 442 ( 725 ) Cash used for operating activities ( 3,395 ) ( 3,657 ) Investing activities: Capital expenditures ( 5,246 ) ( 9,312 ) Proceeds from disposition of capital assets 64 — Cash used for investing activities ( 5,182 ) ( 9,312 ) Financing activities: Borrowings under credit facilities — 34,500 Repayments of credit facility borrowings ( 5,000 ) ( 24,500 ) Repayments of other long-term debt ( 541 ) ( 285 ) Common stock dividends paid ( 2,637 ) ( 2,659 ) Issuance of common stock 10,030 3,075 Payroll tax paid to settle shares forfeited upon vesting of stock ( 492 ) ( 454 ) Purchase of treasury stock ( 1,927 ) ( 4,639 ) Cash (used for) provided by financing activities ( 567 ) 5,038 Effect of exchange rate changes on cash and cash equivalents 949 177 Decrease in cash and cash equivalents ( 8,195 ) ( 7,754 ) Cash and cash equivalents at beginning of period 51,621 30,868 Cash and cash equivalents at end of period $ 43,426 $ 23,114 The accompanying notes are an integral part of the financial statements. 4 Table of Contents QUANEX BUILDING PRODUCTS CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Unaudited) Three Months Ended January 31, 2021 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, 2020 $ 373 $ 253,458 $ 213,517 $ ( 33,024 ) $ ( 78,565 ) $ 355,759 Net income — — 7,852 — — 7,852 Foreign currency translation adjustment — — — 8,600 — 8,600 Common dividends ($ 0.08 per share) — — ( 2,637 ) — — ( 2,637 ) Treasury shares purchased, at cost — — — — ( 1,927 ) ( 1,927 ) Stock-based compensation activity: Expense related to stock-based compensation — 523 — — — 523 Stock options exercised — 635 — — 9,395 10,030 Restricted stock awards granted — ( 1,282 ) — — 1,282 — Performance restricted stock units vested — ( 565 ) — — 565 — Other — ( 492 ) — — — ( 492 ) Balance at January 31, 2021 $ 373 $ 252,277 $ 218,732 $ ( 24,424 ) $ ( 69,250 ) $ 377,708 Three Months Ended January 31, 2020 Common Stock Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive Loss Treasury Stock Total Stockholders’ Equity 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 loss (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 The accompanying notes are an integral part of the financial statements. 5 Table of Contents QUANEX BUILDING PRODUCTS CORPORATION NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 1. Nature of Operations and Basis of Presentation Quanex Building Products Corporation is a component supplier to original equipment manufacturers (OEMs) in the building products industry. These components can be categorized as window and door (fenestration) components and kitchen and bath cabinet components. Examples of fenestration components include: (1) energy-efficient flexible insulating glass spacers, (2) extruded vinyl profiles, (3) window and door screens, and (4) precision-formed metal and wood products. We also manufacture cabinet doors and other components for OEMs in the kitchen and bathroom cabinet industry. In addition, we provide certain other non-fenestration components and products, which include solar panel sealants, trim moldings, vinyl decking, fencing, 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 11, "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. 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, 2020 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, 2020. In our opinion, the accompanying financial statements contain all adjustments (which consist of normal recurring adjustments, except as disclosed herein) necessary to fairly present our financial position, results of operations and cash flows for the interim periods. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year or for any future periods. In preparing financial statements, we make informed judgments and estimates that affect the reported amounts of assets and liabilities as of the date of the financial statements and affect the reported amounts of revenues and expenses during the reporting period. We review our estimates on an on-going basis, including those related to impairment of long-lived assets and goodwill, contingencies and income taxes. Changes in facts and circumstances may result in revised estimates and actual results may differ from these estimates. 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. 6 Table of Contents QUANEX BUILDING PRODUCTS CORPORATION NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) 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. Practical expedients and exemptions 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. 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 months ended January 31, 2021 and 2020 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 11 “Segment Information”. 7 Table of Contents QUANEX BUILDING PRODUCTS CORPORATION NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) Three Months Ended January 31, 2021 2020 (In thousands) North American Fenestration: United States - fenestration $ 112,300 $ 96,847 International - fenestration 7,778 6,434 United States - non-fenestration 5,398 4,563 International - non-fenestration 2,640 2,608 $ 128,116 $ 110,452 European Fenestration: International - fenestration $ 41,354 $ 30,964 International - non-fenestration 7,737 5,802 $ 49,091 $ 36,766 North American Cabinet Components: United States - fenestration $ 2,974 $ 3,147 United States - non-fenestration 50,502 46,450 International - non-fenestration 518 447 $ 53,994 $ 50,044 Unallocated Corporate & Other Eliminations $ ( 1,054 ) $ ( 665 ) $ ( 1,054 ) $ ( 665 ) Net sales $ 230,147 $ 196,597 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. COVID-19 Impact On March 11, 2020, the World Health Organization (WHO) declared the outbreak of COVID-19 as a global pandemic and advised aggressive containment action. The COVID-19 pandemic and its impacts are continuing to have an adverse effect on many sectors of the economy. Measures providing for business shutdowns generally exclude certain essential services commonly including critical infrastructure such as construction and the businesses that support that critical infrastructure. To date, we have not experienced significant challenges or expenses implementing crisis management plans intended for containment and prevention. While we could expect some negative impacts on our business, results of operations, cash flows and financial position, the overall financial impact cannot be reasonably estimated at this time. The health and safety of our employees are high priority. In response to the COVID-19 pandemic, we have taken additional measures to limit possible infections at the workplace by implementing social distancing, sanitizing the workspace, and requiring employees to wear masks and other measures necessary to ensure safety as infection surges dictate. As a result of the economic and business impact of COVID-19, we may be required to revise certain accounting estimates and judgments such as, but not limited to, those related to the valuation of goodwill, intangibles, right-of-use assets, long-lived assets, accounts receivable (including allowances for credit losses), and inventory, which could have a material adverse effect on our financial position and results of operations. 8 Table of Contents QUANEX BUILDING PRODUCTS CORPORATION NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) 2. Inventories Inventories consisted of the following at January 31, 2021 and October 31, 2020 (in thousands): January 31, 2021 October 31, 2020 Raw materials $ 40,822 $ 33,298 Finished goods and work in process 38,732 32,347 Supplies and other 2,060 2,020 Total 81,614 67,665 Less: Inventory reserves 5,538 6,484 Inventories, net $ 76,076 $ 61,181 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. 3. Goodwill and Intangible Assets Goodwill The change in the carrying amount of goodwill for the three months ended January 31, 2021 was as follows (in thousands): Three Months Ended January 31, 2021 Beginning balance as of November 1, 2020 $ 146,154 Foreign currency translation adjustment 3,787 Balance as of the end of the period $ 149,941 At our last annual test date, August 31, 2020, we evaluated the recoverability of goodwill at each of our five reporting units with goodwill balances and determined that our goodwill was no t impaired. We evaluated for indicators of impairment during the three months ended January 31, 2021 and determined that there were no triggering events related to the impacts of COVID-19 or any other areas of our operations. However, the long term effects of the COVID-19 pandemic on the demand and pricing of our products may result in future impairment charges. For a summary of the change in the carrying amount of goodwill by segment, see Note 11, "Segment Information." Identifiable Intangible Assets Amortizable intangible assets consisted of the following as of January 31, 2021 and October 31, 2020 (in thousands): January 31, 2021 October 31, 2020 Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Customer relationships $ 146,236 $ 73,600 $ 154,004 $ 80,441 Trademarks and trade names 56,443 38,071 55,745 37,314 Patents and other technology 22,543 21,745 22,386 21,312 Total $ 225,222 $ 133,416 $ 232,135 $ 139,067 We had aggregate amortization expense related to intangible assets for the three months ended January 31, 2021 of $ 3.4 million and $ 3.7 million for the comparable prior year period. We retired fully amortized identifiable assets of $ 9.9 million related to customer relationships during the three months ended January 31, 2021. 9 Table of Contents QUANEX BUILDING PRODUCTS CORPORATION NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) Estimated remaining amortization expense, based on current intangible balances, for each of the fiscal years ending October 31, is as follows (in thousands): Estimated Amortization Expense 2021 (remaining nine months) $ 9,369 2022 12,136 2023 11,377 2024 10,627 2025 9,400 Thereafter 38,897 Total 91,806 4. Debt and Finance Lease Obligations Long-term debt consisted of the following at January 31, 2021 and October 31, 2020 (in thousands): January 31, 2021 October 31, 2020 Revolving Credit Facility $ 98,000 $ 103,000 Finance lease obligations and other 15,619 15,321 Unamortized deferred financing fees ( 825 ) ( 901 ) Total debt $ 112,794 $ 117,420 Less: Current maturities of long-term debt 704 692 Long-term debt $ 112,090 $ 116,728 Revolving Credit Facility As more fully described in our Annual Report on Form 10-K for the fiscal year ended October 31, 2020, on October 18, 2018, we amended and extended our prior credit facility by entering into a $ 325.0 million revolving credit facility (the “2018 Credit Facility”), with Wells Fargo Bank, National Association, as Agent, Swingline Lender and Issuing Lender, and Bank of America, N.A. serving as Syndication Agent. The 2018 Credit Facility has a five-year term, maturing on October 18, 2023, and requires interest payments calculated, at our election and depending upon our Consolidated Leverage Ratio, at either a Base Rate plus an applicable margin or the LIBOR Rate plus an applicable margin. At the time of the initial borrowing, the applicable rate was LIBOR + 1.50%. In addition, we are subject to commitment fees for the unused portion of the 2018 Credit Facility. The applicable margin and commitment fees are outlined in the following table: Pricing Level Consolidated Leverage Ratio Commitment Fee LIBOR Rate Loans Base Rate Loans I Less than or equal to 1.50 to 1.00 0.200 % 1.25 % 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 % 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 2018 Credit Facility provides for incremental revolving credit commitments for a minimum principal amount of $ 10.0 million, up to an aggregate amount of $ 150.0 million, subject to the lender's discretion to elect or decline the incremental increase. We can also borrow up to the lesser of $ 15.0 million or the revolving credit commitment, as defined, under a Swingline feature of the Credit Facility. 10 Table of Contents QUANEX BUILDING PRODUCTS CORPORATION NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) The 2018 Credit Facility contains a: (1) Consolidated Interest Coverage Ratio requirement whereby we must not permit the Consolidated Interest Coverage Ratio, as defined, to be less than 2.25 to 1.00, and (2) Consolidated Leverage Ratio requirement, whereby we must not permit the Consolidated Leverage Ratio, as defined, to be greater than 3.25 to 1.00. In addition to maintaining these financial covenants, the 2018 Credit Facility 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 $ 20.0 million per year) and other transactions as further defined in the 2018 Credit Facility. Some of these limitations, however, do not take effect so long as total leverage is less than or equal to 2.75 to 1.00 and available liquidity exceeds $ 25 million. Substantially all of our domestic assets, with the exception of real property, are used as collateral for the Credit Agreement. As of January 31, 2021, we had $ 98.0 million of borrowings outstanding under the 2018 Credit Facility (reduced by unamortized debt issuance costs of $ 0.8 million), $ 4.5 million of outstanding letters of credit and $ 15.6 million outstanding primarily under finance leases and other debt. We had $ 222.5 million available for use under the 2018 Credit Facility at January 31, 2021. Outstanding borrowings under the 2018 Credit Facility accrue interest at 1.37 % per annum. Our weighted average borrowing rate for borrowings outstanding during the three months ended January 31, 2021 and 2020 was 1.56 % and 3.27 %, respectively. We were in compliance with our debt covenants as of January 31, 2021. 5. Retirement Plans Pension Plan Our non-contributory, single employer defined benefit pension plan covers a majority of our employees in the U.S. The net periodic pension cost for this plan for the three months ended January 31, 2021 and 2020 was as follows (in thousands): Three Months Ended January 31, 2021 2020 Service cost $ 212 $ 538 Interest cost 189 293 Expected return on plan assets ( 490 ) ( 491 ) Amortization of net loss 36 108 Net periodic pension (benefit) cost $ ( 53 ) $ 448 On January 1, 2020, we enacted changes to our pension plan whereby the benefits for all participants were frozen and thereafter those participants will receive increased benefits in the Company sponsored defined contribution plan in lieu of participation in a defined benefit plan. As a result of this action, we remeasured the pension assets and obligations for the pension plan, which resulted in a decrease to our projected benefit obligation and a corresponding net actuarial gain that was recorded in accumulated other comprehensive income. During September 2020, we contributed $ 3.7 million to fund our plan, and we expect to make a contribution to our plan in September 2021 of approximately $ 0.5 million. 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 January 31, 2021 and October 31, 2020, our liability under the supplemental benefit plan was approximately $ 2.7 million and $ 2.6 million, respectively. As of January 31, 2021 and October 31, 2020, the liability associated with the deferred compensation plan was approximately $ 4.2 million and $ 3.3 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. 6. 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. Our estimated annual effective tax rates for the three months 11 Table of Contents QUANEX BUILDING PRODUCTS CORPORATION NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) ended January 31, 2021 and 2020 was 26.0 % and 20.5 %, respectively, excluding discrete items. The 2021 effective tax rate was primarily impacted by a discrete benefit of $ 0.5 million related to the vesting or exercise of equity-based compensation awards and a charge of $ 0.8 million for the true-up of our deferred taxes from prior year filings. The 2020 effective tax rate was primarily impacted by a discrete charge of $ 0.4 million related to the vesting or exercise of equity-based compensation awards. As of January 31, 2021, our liability for uncertain tax positions (UTP) of $ 0.5 million, compared to $ 0.6 million for the comparable prior year period, relates to certain state tax items regarding the interpretation of tax laws and regulations. Judgment is required in assessing the future tax consequences of events that have been recognized in our financial statements or tax returns. The outcome of the future tax consequences of legal proceedings, if any, as well as the outcome of competent authority proceedings, changes in regulatory tax laws, or interpretation of those tax laws could impact our financial statements. We are subject to the effect of these matters occurring in various jurisdictions. The disallowance of the UTP would not materially affect the annual effective tax rate. We do not believe any of the UTP at January 31, 2021 will be recognized within the next twelve months. We evaluate the likelihood of realization of our deferred tax assets by considering both positive and negative evidence. We maintain a valuation allowance for certain state net operating losses which totaled $ 1.5 million at January 31, 2021 and October 31, 2020. Final regulations were published by the Internal Revenue Service regarding Uniform Capitalization (UNICAP) that became effective during fiscal 2020. On March 27, 2020, The Coronavirus Aid, Relief, and Economic Security (CARES) Act was signed into law. In addition, the Consolidated Appropriations Act, 2021 (CAA) was signed into law on December 27, 2020. We evaluated the UNICAP regulations and the CARES Act and determined that there were no material impacts on our condensed consolidated financial statements. We are evaluating the CAA and do not believe there will be a material impact on our condensed consolidated financial statements. 7. 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. At present, 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 2021. 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 12 Table of Contents QUANEX BUILDING PRODUCTS CORPORATION NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) effect on our overall financial condition, results of operations or cash flows, and we have not recorded any accrual with regard to these claims. 8. 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 January 31, 2021, and October 31, 2020 (Level 2 measurement). 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 9, "Stock-Based Compensation - Performance Share Awards." 9. 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, restricted stock units, performance shares and/or 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. 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. 13 Table of Contents QUANEX BUILDING PRODUCTS CORPORATION NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) A summary of non-vested restricted stock awards activity during the three months ended January 31, 2021 is presented below: Restricted Stock Awards Weighted Average Grant Date Fair Value per Share Non-vested at October 31, 2020 187,500 $ 16.82 Granted 73,300 20.68 Forfeited — — Vested ( 44,400 ) 20.70 Non-vested at January 31, 2021 216,400 $ 17.28 The total weighted average grant-date fair value of restricted stock awards that vested during each of the three months ended January 31, 2021 and 2020 was $ 0.9 million and $ 1.1 million, respectively. As of January 31, 2021, total unrecognized compensation cost related to unamortized restricted stock awards was $ 2.7 million. We expect to recognize this expense over the remaining weighted average vesting period of 2.2 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 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 recognized 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, 2020. The following table summarizes our stock option activity for the three months ended January 31, 2021: Stock Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (000s) Outstanding at October 31, 2020 1,095,329 $ 18.88 Granted — Exercised ( 536,561 ) 18.69 Forfeited/Expired ( 1,000 ) 16.90 Outstanding at January 31, 2021 557,768 $ 19.07 4.3 $ 1,628 Vested at January 31, 2021 557,768 $ 19.07 4.3 $ 1,628 Exercisable at January 31, 2021 557,768 $ 19.07 4.3 $ 1,628 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 three months ended January 31, 2021 and 2020 was $ 2.3 million and $ 0.5 million, respectively. The weighted-average grant date fair value of stock options that vested during the three months ended January 31, 2020 was $ 0.4 million. As of January 31, 2020, all compensation cost related to stock options has been recognized. 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 14 Table of Contents QUANEX BUILDING PRODUCTS CORPORATION NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (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 three months ended January 31, 2021 and 2020, non-employee directors received 28,826 and 25,326 restricted stock units, respectively, at a grant date fair value of $ 18.79 per share and $ 19.02 per share, respectively, which vested immediately. As of January 31, 2021, there were 21,774 non-vested restricted stock units, which were awarded in January 2020 to key employees at a weighted average grant date fair value of $ 17.08 . During the three months ended January 31, 2021 we paid $ 0.1 million to settle vested restricted stock units. There were no corresponding payments to settle vested restricted stock during the three months ended January 31, 2020. Performance Share Awards We have awarded annual grants of performance shares to key employees and officers. Beginning with the fiscal year ended October 31, 2019, performance share awards issued 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 Date Shares Awarded Return on Net Assets Shares Forfeited December 5, 2018 131,500 $ 13.63 40,900 December 5, 2019 57,400 $ 19.40 5,300 December 2, 2020 65,300 $ 20.68 — In December 2020, the December 2017 grant vested, however, no shares were awarded as performance criteria were not met. We recorded compensation expense of $ 2.7 million for the three months ended January 31, 2021 related to the expected payout of our performance share awards that were outstanding as of January 31, 2021. We recorded a decrease in compensation expense of $ 0.5 million for the three months ended January 31, 2020 related to the expected payout of our performance share awards that were outstanding as of January 31, 2020. Performance share awards are not considered outstanding shares and do not have voting rights, although dividends are accrued over the performance period and will be payable in cash based upon the number of performance shares ultimately earned. 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: 15 Table of Contents QUANEX BUILDING PRODUCTS CORPORATION NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) 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% — % The following table summarizes our performance restricted stock unit grants and the grant date fair value for the A-TSR performance metric: Grant Date Shares Awarded Grand Date Fair Value Shares Forfeited December 5, 2018 89,200 $ 13.63 25,500 December 5, 2019 35,000 $ 19.40 — December 2, 2020 38,400 $ 20.68 — During the three months ended January 31, 2021, 32,322 performance restricted stock units vested. We recorded compensation expense of approximately $ 0.2 million and $ 0.1 million, respectively, for the three months ending January 31, 2021 and 2020 related to our performance restricted stock units. 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 January 31, 2021, we have deemed 71,484 shares related to the December 2018 grant of performance restricted stock units as probable to vest. 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 shares and 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 three months ended January 31, 2021. The following table summarizes the treasury stock activity during the three months ended January 31, 2021: Three Months Ended January 31, 2021 Beginning Balance as of November 1, 2020 4,491,429 Restricted stock awards granted ( 73,300 ) Performance share awards vested ( 32,322 ) Stock options exercised ( 536,561 ) Treasury stock repurchases 76,495 Balance at January 31, 2021 3,925,741 16 Table of Contents QUANEX BUILDING PRODUCTS CORPORATION NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) 10. Other Income Other income, included under the caption "Other, net" on the accompanying condensed consolidated statements of income, consisted of the following for the three months ended January 31, 2021 and 2020 (in thousands): Three Months Ended January 31, 2021 2020 Foreign currency transaction losses $ ( 78 ) $ ( 49 ) Foreign currency derivative gains (losses) — ( 11 ) Pension service benefit 265 90 Interest income 3 5 Other 2 1 Other, net $ 192 $ 36 11. Segment Information We present three reportable business segments (1) NA Fenestration, comprising three operating segments primarily focused on the fenestration market in North America including vinyl profiles, insulating glass spacers, screens & 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. 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 month period ended January 31, 2021 was $ 5.2 million and $ 5.5 million for the comparable prior year period. 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 months ended January 31, 2021 and 2020, and total assets as of January 31, 2021 and October 31, 2020 are summarized in the following table (in thousands): 17 Table of Contents QUANEX BUILDING PRODUCTS CORPORATION NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) NA Fenestration EU Fenestration NA Cabinet Comp. Unallocated Corp. & Other Total Three Months Ended January 31, 2021 Net sales $ 128,116 $ 49,091 $ 53,994 $ ( 1,054 ) $ 230,147 Depreciation and amortization 5,111 2,518 3,270 116 11,015 Operating income (loss) 11,203 8,187 ( 13 ) ( 7,542 ) 11,835 Capital expenditures 2,820 472 1,953 1 5,246 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 As of January 31, 2021 Total assets $ 250,683 $ 227,164 $ 177,577 $ 38,847 $ 694,271 As of October 31, 2020 Total assets $ 252,703 $ 223,248 $ 174,713 $ 40,921 $ 691,585 The following table summarizes the change in the carrying amount of goodwill by reportable business segment for the three months ended January 31, 2021 (in thousands): NA Fenestration EU Fenestration NA Cabinet Comp. Unallocated Corp. & Other Total Balance as of October 31, 2020 $ 38,712 $ 68,295 $ 39,147 $ — $ 146,154 Foreign currency translation adjustment — 3,787 — — 3,787 Balance as of January 31, 2021 $ 38,712 $ 72,082 $ 39,147 $ — $ 149,941 For further details of Goodwill, see Note 3, "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 months ended January 31, 2021 and 2020 (in thousands): Three Months Ended January 31, 2021 2020 Operating income $ 11,835 $ 1,980 Interest expense ( 751 ) ( 1,582 ) Other, net 192 36 Income tax expense ( 3,424 ) ( 424 ) Net income $ 7,852 $ 10 12. 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. 18 Table of Contents QUANEX BUILDING PRODUCTS CORPORATION NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) Basic and diluted earnings per share for the three months ended January 31, 2021 and 2020 were calculated as follows (in thousands, except per share data): Net Income Weighted Average Shares Per Share Three Months Ended January 31, 2021 Basic earnings per common share $ 7,852 32,872 $ 0.24 Effect of dilutive securities: Stock options — 164 — Restricted stock awards — 105 — Performance restricted stock units — 71 — Diluted earnings per common share $ 7,852 33,212 $ 0.24 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 $ — We had no common stock equivalents that were potentially dilutive in future earnings per share calculations for the three months ended January 31, 2021 and 772,756 for the comparable prior year period. We also had no restricted stock award equivalents that were potentially dilutive in future earnings per calculations for the three months ended January 31, 2021 and 56,000 corresponding equivalents for the corresponding prior year period. Such dilution will be dependent on the excess of the market price of our stock over the exercise price and other components of the treasury stock method. 13. New Accounting Guidance Accounting Standards Recently Adopted In June 2016, the Financial Accounting Standards Board issued Accounting Standards Update No. 2016-13, Financial Instruments - Credit Losses (Topic 326) . This ASU sets forth a "current expected credit loss" model, which requires the measurement of all expected credit losses for financial instruments or other assets (e.g., trade receivables), held at the reporting date based on historical experience, current conditions, and reasonable supportable forecasts. We adopted this amendment on November 1, 2020, with no material impact on our condensed consolidated financial statements. 19 Table of Contents 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” are “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 (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 volume, sales, operating income and earnings per share, and (3) statements expressing general outlook about future operating results. 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 these forward-looking statements are reasonable. 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 current 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; • 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 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. 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, 2020. 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. 20 Table of Contents