UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


(Mark One)
☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: ~~July~~September 130, 2023


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 1-14315

Cornerstone Building Brands, Inc.

(Exact name of registrant as specified in its charter)


Delaware			76-0127701
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

5020 Weston Parkway

Suite 400

Cary

27513

(Address of principal executive offices)

(Zip Code)

(866) 419-0042

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Exchange Act: None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ¨ No ý

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ý Yes ¨ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	ý	Accelerated filer	☐
Non-accelerated filer	¨ (Do not check if a smaller reporting company)	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ý No

APPLICABLE ONLY TO CORPORATE ISSUERS

There are no longer publicly traded shares of common stock of Cornerstone Building Brands, Inc.


Table of Contents

TABLE OF CONTENTS

	Part I — Financial Information
Item 1.	Condensed Consolidated Financial Statements	1
	Condensed Consolidated Statements of (Loss) Income	1
	Condensed Consolidated Statements of Income (Loss)	1
	Condensed Consolidated Statements of Comprehensive (Loss) Income	2
	Condensed Consolidated Balance Sheets	3
	Condensed Consolidated Statements of Equity	4
	Condensed Consolidated Statements of Cash Flows	6
	Notes to Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2324
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3234
Item 4.	Controls and Procedures	3235
	Part II — Other Information
Item 1.	Legal Proceedings	3336
Item 1A.	Risk Factors	3336
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3336
Item 6.	Exhibits	3437


Table of Contents

PART I — FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements.

CORNERSTONE BUILDING BRANDS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS) ~~INCOME~~

(In thousands, except per share data)

(Unaudited)

	Successor				~~Predecessor~~		Predecessor		~~Successor~~		Successor		~~Predecessor~~		Predecessor
	Three Months Ended July 1, 2023				Three Months Ended July 2, 2022				Six Months Ended July 1, 2023				Six Months Ended July 2, 2022
	Period fromJuly 2, 2023throughSeptember 30, 2023		Period fromJuly 25, 2022throughOctober 1, 2022				Period fromJuly 3, 2022throughJuly 24, 2022				Period fromJanuary 1, 2023throughSeptember 30, 2023		Period fromJuly 25, 2022throughOctober 1, 2022		Period fromJanuary 1, 2022throughJuly 24, 2022
Net sales	$	1,~~428~~424,~~218~~758	$	1,274,883	$	~~1,803,801~~	$	365,445	$	~~2,707,306~~	$	4,132,064	$	31,~~370~~274,~~639~~883	$	3,736,084
Cost of sales	1,~~130~~091,~~381~~691		1,041,260		~~1,404,721~~		292,047		~~2,127,608~~		3,219,299		21,~~637~~041,~~652~~260		2,929,699
Gross profit	~~297~~333,~~837~~067		233,623		~~399,080~~		73,398		~~579,698~~		912,765		~~732~~233,~~987~~623		806,385
Selling, general and administrative expenses	~~247~~228,~~006~~621		184,826		~~245,607~~		86,063		~~474,807~~		703,428		~~476~~184,~~773~~826		562,836
Gain on divestitures	—				(401,413)				—				(401,413)
Loss (gain) on divestitures	10,080		1,762				—				10,080		1,762		(401,413)
Gain on legal settlements	—		—		—		—		—		—		~~(76,575)~~—		(76,575)
Income from operations	50,831				554,886				104,891				734,202
Income (loss) from operations	94,366		47,035				(12,665)				199,257		47,035		721,537
Interest expense	(9291,~~314~~013)		(65,813)		~~(45,571)~~		(11,401)		~~(186,425)~~		(277,438)		(8965,~~677~~813)		(101,078)
Foreign exchange gain (loss)	4,430				(304)				6,447				1,140
Foreign exchange (loss) gain	(3,753)		12,489				(454)				2,694		12,489		686
Gain (loss) on extinguishment of debt	~~379~~—		—		~~3,553~~		24,801		~~(184)~~		(184)		~~3,553~~—		28,354
Other income (expense), net	3,632				(8)				4,805				(13)
Other income, net	4,027		172				114				8,832		172		101
(Loss) income before income taxes	(33,042)				512,556				(70,466)				649,205
Income (loss) before income taxes	3,627		(6,117)				395				(66,839)		(6,117)		649,600
Income tax (benefit) provision	(10,716)				132,497				(19,325)				166,863
Income tax provision (benefit)	890		(1,672)				(1,049)				(18,435)		(1,672)		165,814
Net (loss) income	(22,326)				380,059				(51,141)				482,342
Net income (loss)	2,737		(4,445)				1,444				(48,404)		(4,445)		483,786
Net income allocated to participating securities	—				(3,132)				—				(3,538)
Net loss allocated to participating securities	—		—				(11)				—		—		(3,575)
Net (loss) income applicable to common shares	$	(22,326)			$	376,927			$	(51,141)			$	478,804
Net income (loss) applicable to common shares	$	2,737	$	(4,445)			$	1,433			$	(48,404)	$	(4,445)	$	480,211
Income per common share:
Basic					$	~~2.96~~	$	0.01					$	~~3.76~~	$	3.77
Diluted					$	~~2.92~~	$	0.01					$	~~3.72~~	$	3.73
Weighted average number of common shares outstanding:
Basic					~~127,449~~		127,544						~~127,288~~		127,316
Diluted					~~129,046~~		129,127						~~128,864~~		128,894

See accompanying notes to the condensed consolidated financial statements.


Table of Contents

CORNERSTONE BUILDING BRANDS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

(In thousands)

(Unaudited)

	Successor				~~Predecessor~~		Predecessor		~~Successor~~		Successor		~~Predecessor~~		Predecessor
	Three Months Ended July 1, 2023				Three Months Ended July 2, 2022				Six Months Ended July 1, 2023				Six Months Ended July 2, 2022
	Period fromJuly 2, 2023throughSeptember 30, 2023		Period fromJuly 25, 2022throughOctober 1, 2022				Period fromJuly 3, 2022throughJuly 24, 2022				Period fromJanuary 1, 2023throughSeptember 30, 2023		Period fromJuly 25, 2022throughOctober 1, 2022		Period fromJanuary 1, 2022throughJuly 24, 2022
Comprehensive (loss) income:
Net (loss) income	$	(22,326)			$	380,059			$	(51,141)			$	482,342
Net income (loss)	$	2,737	$	(4,445)			$	1,444			$	(48,404)	$	(4,445)	$	483,786
Other comprehensive income, net of tax:
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustments	~~483~~(6,059)		(29,743)		~~(6,266)~~		115		~~(480)~~		(6,539)		(129,~~482~~743)		(1,367)
Unrealized gain on derivative instruments, net of income tax of $(4,573), $(4,335) and $(1,219), $(15,960)	14,854				2,544				3,962				63,240
Unrealized (loss) gain on derivative instruments, net of income tax of $114, $(14,890), $(472), $(1,105), $(14,890) and $(16,432)	(373)		40,988				(778)				3,589		40,988		62,462
Amount reclassified from accumulated other comprehensive (loss) income into earnings relating to derivative instruments	—		—		~~7,288~~		1,682		—		—		~~14,576~~—		16,258
Changes in retirement related benefit plans	—		—		~~(1,122)~~		—		—		—		~~(1,122)~~—		(1,122)
Other comprehensive income	15,337				2,444				3,482				75,212
Other comprehensive (loss) income	(6,432)		11,245				1,019				(2,950)		11,245		76,231
Comprehensive (loss) income	$	(63,~~989~~695)	$	6,800	$	~~382,503~~	$	2,463	$	~~(47,659)~~	$	(51,354)	$	~~557~~6,~~554~~800	$	560,017

See accompanying notes to the condensed consolidated financial statements.


Table of Contents

CORNERSTONE BUILDING BRANDS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

(Unaudited)

	Successor
	July 1,2023		December 31,2022
	September 30, 2023		December 31, 2022
ASSETS
Current assets:
Cash and cash equivalents	$	~~445~~475,~~128~~820	$	553,551
Accounts receivable, net	~~720~~730,~~903~~079		665,936
Inventories	~~534~~512,~~073~~417		551,828
Other current assets	7875,~~516~~553		125,306
Total current assets	1,~~778~~793,~~620~~869		1,896,621
Property, plant and equipment, net	~~835~~848,~~497~~991		618,064
Lease right-of-use assets	~~363~~344,~~520~~410		365,552
Goodwill	1,~~596~~620,~~111~~185		1,688,548
Intangible assets, net	2,~~264~~258,~~546~~760		2,519,023
Other assets, net	~~105~~107,~~428~~356		105,842
Total assets	$	6,~~943~~973,~~722~~571	$	7,193,650
LIABILITIES AND EQUITY
Current liabilities:
Current portion of long-term debt	$	29,000	$	29,000
Current portion of lease liabilities	6061,~~081~~489		61,899
Accounts payable	~~266~~270,~~057~~307		288,938
Accrued income and other taxes	4738,~~102~~777		21,867
Employee-related liabilities	88119,~~662~~234		184,187
Rebates, warranties and other customer-related liabilities	~~145~~168,~~788~~206		157,752
Other current liabilities	~~144~~117,~~240~~595		149,596
Total current liabilities	~~780~~804,~~930~~608		893,239
Long-term debt	3,~~356~~369,~~765~~464		3,366,588
Long-term lease liabilities	~~281~~266,~~989~~162		302,339
Deferred income tax liabilities	~~594~~606,~~637~~512		653,745
Other long-term liabilities	~~243~~242,~~308~~570		248,794
Total liabilities	~~5,257,629~~$	5,289,316	~~5,464,705~~$	5,464,705
Commitments and contingencies (Note 12)
Equity:
Common stock, $0.01 par value, 1,000 shares authorized, issued and outstanding at July 1, 2023 and December 31, 2022	—		—
Common stock, $0.01 par value, 1,000 shares authorized, issued and outstanding at September 30, 2023 and December 31, 2022	$	—	$	—
Additional paid-in capital	1,~~762~~764,~~739~~596		1,757,932
Accumulated deficit	(~~114~~111,~~637~~900)		(63,496)
Accumulated other comprehensive income	3731,~~991~~559		34,509
Total equity	1,~~686~~684,~~093~~255		1,728,945
Total liabilities and equity	$	6,~~943~~973,~~722~~571	$	7,193,650

See accompanying notes to the condensed consolidated financial statements.


Table of Contents

CORNERSTONE BUILDING BRANDS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
(In thousands, except share data)
(Unaudited)
	Common Stock			Additional Paid-In Capital		(Accumulated Deficit) Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Treasury Stock			Total Equity
	Shares	Amount								Shares	Amount
Balance, April 1, 2023 (Successor)	1,000	$	—	$	1,760,254	$	(92,311)	$	22,654	—	$	—	$	1,690,597
Other comprehensive income	—	—		—		—		15,337		—	—		15,337
Share-based compensation	—	—		2,485		—		—		—	—		2,485
Net loss	—	—		—		(22,326)		—		—	—		(22,326)
Balance, July 1, 2023 (Successor)	1,000	$	—	$	1,762,739	$	(114,637)	$	37,991	—	$	—	$	1,686,093
Balance, April 2, 2022 (Predecessor)	127,329,476	$	1,273	$	1,287,237	$	3,457	$	67,156	—	$	—	$	1,359,123
Other comprehensive loss	—	—		—		—		(6,432)		—	—		(6,432)
Treasury stock purchases	—	—		—		—		—		(22,373)	(545)		(545)
Share-based compensation	—			1,857		—		—		—	—		1,857
Retirement of treasury shares	(22,373)	—		(545)		—		—		22,373	545		—
Net income	—	—		—		2,737		—		—	—		2,737
Issuance of restricted stock	138,657	1		(1)		—		—		—	—		—
Balance, September 30, 2023 (Successor)	1,000	$	—	$	1,764,596	$	(111,900)	$	31,559	—	$	—	$	1,684,255
Stock options exercised	98,281	1		1,056		—		—		—	—		1,057
Other comprehensive income	—	—		—		—		2,444		—	—		2,444
Share-based compensation	—	—		4,711		—		—		—	—		4,711
Net income	—	—		—		380,059		—		—	—		380,059
Balance, July 2, 2022 (Predecessor)	127,544,041	$	1,275	$	1,292,458	$	383,516	$	69,600	—	$	—	$	1,746,849
Other comprehensive income	—	—		—		—		1,019		—	—		1,019
Share-based compensation	—	—		937		—		—		—	—		937
Net income	—	—		—		1,444		—		—	—		1,444
Balance, July 24, 2022 (Predecessor)	127,544,041	$	1,275	$	1,293,395	$	384,960	$	70,619	—	$	—	$	1,750,249
Pushdown fair value adjustments	—	$	—	$	1,978,011	$	(384,960)	$	(70,619)	—	$	—	$	1,522,432
Payments to public shareholders	(65,413,135)	(654)		(1,611,780)		—		—		—	—		(1,612,434)
Recapitalization of outstanding common shares	(62,129,906)	(621)		621		—		—		—	—		—
Contributions from parent, net	—	—		95,194		—		—		—	—		95,194
Balance, July 25, 2022 (Successor)	1,000	—		1,755,441		—		—		—	—		1,755,441
Other comprehensive income	—	—		—		—		11,245		—	—		11,245
Net loss	—	—		—		(4,445)		—		—	—		(4,445)
Balance, October 1, 2022 (Successor)	1,000	$	—	$	1,755,441	$	(4,445)	$	11,245	—	$	—	$	1,762,241


Table of Contents

CORNERSTONE BUILDING BRANDS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (continued)
(In thousands, except share data)
(Unaudited)
	Common Stock			Additional Paid-In Capital		(Accumulated Deficit) Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Treasury Stock			Total Equity
	Shares	Amount								Shares	Amount
Balance, December 31, 2022 (Successor)	1,000	$	—	$	1,757,932	$	(63,496)	$	34,509	—	$	—	$	1,728,945
Other comprehensive income	—	—		—		—		3,482		—	—		3,482
Other comprehensive loss	—	—		—		—		(2,950)		—	—		(2,950)
Share-based compensation	—	—		46,~~977~~834		—		—		—	—		46,~~977~~834
Other	—	—		(170)		—		—		—	—		(170)
Net loss	—	—		—		(5148,~~141~~404)		—		—	—		(5148,~~141~~404)
Balance, July 1, 2023 (Successor)	1,000	$	—	$	1,762,739	$	(114,637)	$	37,991	—	$	—	$	1,686,093
Balance, September 30, 2023 (Successor)	1,000	$	—	$	1,764,596	$	(111,900)	$	31,559	—	$	—	$	1,684,255
Balance, December 31, 2021 (Predecessor)	126,992,107	$	1,270	$	1,279,931	$	(98,826)	$	(5,612)	(21,071)	$	(424)	$	1,176,339
Treasury stock purchases	—	—		—		—		—		(192,773)	(4,627)		(4,627)
Retirement of treasury shares	(192,773)	(2)		(4,625)		—		—		192,773	4,627		—
Issuance of restricted stock	611,178	6		(6)		—		—		—	—		—
Stock options exercised	133,529	1		1,420		—		—		—	—		1,421
Other comprehensive income	—	—		—		—		7576,~~212~~231		—	—		7576,~~212~~231
Deferred compensation obligation	—	—		(424)		—		—		21,071	424		—
Share-based compensation	—	—		1617,~~162~~099		—		—		—	—		1617,~~162~~099
Net income	—	—		—		~~482~~483,~~342~~786		—		—	—		~~482~~483,~~342~~786
Balance, July 2, 2022 (Predecessor)	127,544,041	$	1,275	$	1,292,458	$	383,516	$	69,600	—	$	—	$	1,746,849
Balance, July 24, 2022 (Predecessor)	127,544,041	$	1,275	$	1,293,395	$	384,960	$	70,619	—	$	—	$	1,750,249
Pushdown fair value adjustments	—	$	—	$	1,978,011	$	(384,960)	$	(70,619)	—	$	—	$	1,522,432
Payments to public shareholders	(65,413,135)	(654)		(1,611,780)		—		—		—	—		(1,612,434)
Recapitalization of outstanding common shares	(62,129,906)	(621)		621		—		—		—	—		—
Contributions from parent, net	—	—		95,194		—		—		—	—		95,194
Balance, July 25, 2022 (Successor)	1,000	—		1,755,441		—		—		—	—		1,755,441
Other comprehensive income	—	—		—		—		11,245		—	—		11,245
Net loss	—	—		—		(4,445)		—		—	—		(4,445)
Balance, October 1, 2022 (Successor)	1,000	$	—	$	1,755,441	$	(4,445)	$	11,245	—	$	—	$	1,762,241

See accompanying notes to the condensed consolidated financial statements.


Table of Contents

CORNERSTONE BUILDING BRANDS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
	Successor				~~Predecessor~~		Predecessor
	Six Months Ended July 1, 2023				Six Months Ended July 2, 2022
	Period fromJanuary 1, 2023throughSeptember 30, 2023		Period fromJuly 25, 2022throughOctober 1, 2022				Period fromJanuary 1, 2022throughJuly 24, 2022
Cash flows from operating activities:
Net (loss) income	$	(5148,~~141~~404)	$	(4,445)	$	~~482,342~~	$	483,786
Adjustments to reconcile net (loss) income to net cash from operating activities:
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities:
Depreciation and amortization	~~237~~331,~~824~~077		56,260		~~147,890~~		166,177
Amortization of debt issuance costs, debt discount and fair values	4468,~~955~~192		17,443		~~17,881~~		19,952
Share-based compensation expense	46,~~977~~834		8,838		~~16,162~~		17,099
Gain on extinguishment of debt	184		—		~~(3,553)~~		(28,354)
Unrealized gain on foreign currency exchange rates	(2,200)		—		—		—
Asset impairments	—		—		~~368~~		368
Gain on divestiture	—				(401,413)
Loss (gain) on divestiture	10,080		1,762				(401,413)
Gain on sale of assets	(5)				(2,670)
Loss (gain) on sale of assets	260		—				(2,670)
Amortization of inventory and other fair value step-ups	—		30,317		~~1,238~~		1,238
Provision for credit losses	35,~~858~~249		1,111		~~3,158~~		3,811
Deferred income taxes	(8990,~~458~~903)		(34,609)		~~(15,205)~~		(26,688)
Changes in operating assets and liabilities, net of effect of acquisitions and divestitures:
Accounts receivable	(5762,~~882~~914)		921		~~(130,200)~~		(101,937)
Inventories	1746,~~206~~758		55,457		~~(5,317)~~		(12,956)
Income taxes	2722,~~404~~100		(15,775)		~~12,821~~		14,116
Prepaid expenses and other	1214,~~576~~052		(6,199)		~~36,066~~		31,367
Accounts payable	(2421,~~370~~146)		12,636		~~22,463~~		64,044
Accrued expenses	(9784,~~612~~882)		(112,026)		~~108,712~~		121,871
Other, net	(513,~~654~~178)		(43,482)		~~3,025~~		854
Net cash provided by operating activities	20,662				293,768
Net cash provided by (used in) operating activities	181,159		(31,791)				350,665
Cash flows from investing activities:
Acquisitions, net of cash acquired	—(67,834)		—		~~4,396~~		4,252
Capital expenditures	(79125,~~100~~700)		(24,402)		~~(60,206)~~		(64,848)
Proceeds from divestitures, net of cash divested	—				510,883
(Payments) proceeds from divestitures, net of cash divested	(10,080)		—				510,883
Proceeds from sale of property, plant and equipment	—		—		~~6,070~~		6,070
Net cash (used in) provided by investing activities	(79203,~~100~~614)		(24,402)		~~461,143~~		456,357
Cash flows from financing activities:
Payments on term loans	(14,500)				(13,000)
Contributions from Parent, net	—		95,194				—
Repurchases of senior notes	(33,885)				(7,281)
Payments to public stockholders	—		(1,612,434)				—
Payments on derivative financing obligations	—				(6,564)
Proceeds from term loans	—		300,000				—
Other	—				(3,206)
Payments on term loans	(21,750)		(6,500)				(13,000)
Net cash used in financing activities	(48,385)				(30,051)
Proceeds from senior notes	—		710,000				—
Effect of exchange rate changes on cash and cash equivalents	(2,063)				(63)
Repurchases of senior notes	(33,885)		—				(70,560)
Net (decrease) increase in cash, cash equivalents and restricted cash	(108,886)				724,797
Payments of financing costs	—		(84,686)				—
Cash, cash equivalents and restricted cash at beginning of period	554,014				396,658
Payments on derivative financing obligations	—		—				(7,321)
Cash, cash equivalents and restricted cash at end of period	$	445,128			$	1,121,455
Other	—		—				(3,206)
Net cash used in financing activities	(55,635)		(598,426)				(94,087)
Effect of exchange rate changes on cash and cash equivalents	(104)		240				(5)
Net decrease in cash and cash equivalents	(78,194)		(654,379)				712,930
Cash and cash equivalents at beginning of period	554,014		1,109,588				396,658
Cash and cash equivalents cash at end of period	$	475,820	$	455,209			$	1,109,588

See accompanying notes to the condensed consolidated financial statements.


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CORNERSTONE BUILDING BRANDS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share and per share data, unless otherwise noted)

(Unaudited)

Note 1 — Basis of Presentation

Description of Business

Cornerstone Building Brands, Inc. (“Cornerstone Building Brands” or, collectively with its subsidiaries, unless the context requires otherwise, the “Company”) is a holding company incorporated in Delaware. The Company is the largest exterior building products manufacturer by sales in North America and serves residential and commercial customers across new construction and the repair and remodel end markets. The Company is organized in three reportable segments: Aperture Solutions, Surface Solutions and Shelter Solutions.

Organization and Ownership Structure

On July 25, 2022 and pursuant to an Agreement and Plan of Merger dated March 5, 2022 (the “Merger Agreement”) by and among the Company, Camelot Return Intermediate Holdings, LLC (“Camelot Parent”) and Camelot Return Merger Sub, Inc. (“Merger Sub”), investment funds managed by Clayton, Dubilier and Rice, LLC (“CD&R”) became the indirect owners of all the issued and outstanding shares of common stock of Cornerstone Building Brands. Pursuant to the Merger Agreement, Merger Sub merged with and into the Company (the “Merger”), with the Company surviving the Merger as a subsidiary of Camelot Parent (the “Surviving Corporation”). At the effective time of the Merger (the “Effective Time”), the Company became a privately held company and its shares were no longer traded on the New York Stock Exchange.

At the Effective Time, in accordance with the terms and conditions set forth in the Merger Agreement, each share of Company common stock outstanding immediately prior to the Effective Time of the Merger (other than (i) shares of Company common stock that were cancelled or converted into shares of common stock of the Surviving Corporation in accordance with the Merger Agreement and (ii) shares of Company common stock held by stockholders of the Company (other than CD&R, certain investment funds managed by CD&R and other affiliates of CD&R that held shares of Company common stock) who did not vote in favor of the Merger Agreement or the Merger and who have perfected and not withdrawn a demand for appraisal rights pursuant to Section 262 of the General Corporation Law of the State of Delaware), was converted into the right to receive cash in an amount equal to $24.65 in cash per share, without interest and subject to any required withholding taxes.

On July 25, 2022, the Company amended its Certificate of Incorporation to authorize 1,000 shares of common stock, par value of $0.01. Each share of common stock will have one vote and all shares of common stock vote together as a single class.

Basis of Presentation

The accompanying Condensed Consolidated Financial Statements are presented in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). These Condensed Consolidated Financial Statements have been prepared with the Company's accounting policies and on the same basis as those financial statements included in the Company’s latest Annual Report on Form 10-K for the year ended December 31, 2022 and should be read in conjunction with those Consolidated Financial Statements and the Notes thereto. Certain disclosures normally included in the Company’s Consolidated Financial Statements prepared in accordance with U.S. GAAP have been omitted on a basis consistent with the rules and regulations of the SEC.

The accompanying Condensed Consolidated Financial Statements include the accounts and operations of the Company and its majority-owned subsidiaries and all adjustments (consisting of normal recurring adjustments) that the Company considered necessary to present a fair statement of its results of operations, financial position and cash flows. All significant intercompany accounts and transactions have been eliminated in consolidation. Through application of pushdown accounting, the Company’s Condensed Consolidated Financial Statements are presented as Predecessor for periods prior to the Merger and Successor for subsequent periods. The Company has reclassified certain prior year amounts to conform to the current year’s presentation. The results reported in these Condensed Consolidated Financial Statements should not be regarded as necessarily indicative of results that may be expected for the entire year.


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Note 2 — Significant Accounting Policies

Summary of Significant Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities in the Condensed Consolidated Financial Statements and accompanying notes. These estimates include, but are not limited to: establishing the allowance for expected credit losses; allowance for obsolete inventory; the impairment of goodwill and intangible assets; establishing useful lives for and evaluating the recovery of long-lived assets; recognizing the fair value of assets acquired and liabilities assumed in business combinations; accounting for rebates and product warranties; the valuation and expensing for share-based compensation; certain assumptions made in accounting for pension benefits; accounting for contingencies and uncertainties and accounting for income taxes. Actual results may differ from the estimates used in preparing the Condensed Consolidated Financial Statements.

Cash and Cash Equivalents

Cash and cash equivalents mainly consist of highly liquid, unrestricted savings, checking, money market funds with maturities of less than three months and other bank accounts.

The following table sets forth the components of cash and cash equivalents:

	Successor
	July 1,2023		December 31,2022
	September 30, 2023		December 31, 2022
Cash	$	~~235~~215,~~128~~693	$	553,551
Money market funds (Level 1 securities)	~~210~~260,~~000~~127		—
Total cash and cash equivalents	$	~~445~~475,~~128~~820	$	553,551

Accounts Receivable, Net

The Company reports accounts receivable net of an allowance for expected credit losses. The Company establishes provisions for expected credit losses based on the Company’s assessment of the collectability of amounts owed to the Company by its customers. In establishing the allowance, the Company considers changes in the financial position of a customer, age of the accounts receivable balances, availability of security, unusual macroeconomic conditions, lien rights and bond rights as well as disputes, if any, with its customers. The Company’s allowance for expected credit losses was $46.75 million and $2.1 million at ~~July~~September 130, 2023 and December 31, 2022.

Fair Value Measurements

The carrying amounts of cash and cash equivalents, trade accounts receivable and accounts payable approximate fair value as of ~~July~~September 130, 2023 and December 31, 2022 given the instruments’ relatively short maturities. The carrying amounts of the indebtedness under revolving credit facilities approximate fair value as the interest rates are variable and reflective of market rates. Fair values for our other debt instruments are measured using Level 1 and Level 2 inputs. U.S. GAAP requires us to use valuation techniques to measure fair value that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized as follows:

Level 1: Observable inputs such as quoted prices for identical assets or liabilities in active markets.

Level 2: Other inputs that are observable directly or indirectly, such as quoted prices for similar assets or liabilities or market-corroborated inputs.

Level 3: Unobservable inputs for which there is little or no market data and which require us to develop our own assumptions about how market participants would price the assets or liabilities.


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~~Recent~~Note ~~Accounting~~3 ~~Pronouncements~~— Mergers and Acquisitions

In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“Topic 848”), which provides optional guidance to ease the potential burden in accounting for reference rate reform on financial reporting. In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848): Scope, which clarifies that certain optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting apply to derivatives that are affected by the reference rate transition. The amendments in these ASUs are elective, apply to all entities that have contracts, hedging relationships, and other transactions that reference the London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of rate reform. In December 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848), Deferral of the Sunset Date of Topic 848, that deferred the sunset date of Topic 848 to December 31, 2024, after which entities will no longer be permitted to apply the relief in Topic 848. During the second quarter of 2023, as the Company transitioned from LIBOR to alternative reference rates, the Company adopted Topic 848 which did not have a material impact on its Condensed Consolidated Financial Statements or accompanying notes.

Note 3 — Merger

CD&R Merger Transaction

On July 25, 2022, Merger Sub merged with and into the Company, with the Company surviving the Merger as a subsidiary of Camelot Parent. CD&R previously held 61.9 million shares of Company common stock immediately prior to the Merger. As a result of the Merger, CD&R became the indirect owners of all the issued and outstanding shares of Company common stock that CD&R did not already own.

The Merger was accounted for as a business combination. The purchase price was allocated to the assets acquired and liabilities assumed based on the estimated fair market value at the date of the Merger.

The Merger was funded in part with proceeds from the following issuances:

•$300.0 million aggregate principal amount term loan facility, due August 2028;

•$710.0 million of 8.750% Senior Secured Notes due August 2028;

•$564.4 million of cash from the Company;

•$464.4 million aggregate principal amount of 2.99% senior payment-in-kind notes due 2029 (“2.99% Senior Notes”) that were issued by Camelot Return Parent, LLC (“Camelot Return Parent”), an indirect parent of the Company, and are held by Arawak X, L.P. ~~(“Arawak X”)~~, an affiliate of CD&R; and

•$195.0 million from preferred shares of Camelot Return Parent.

Neither the Company nor any of its subsidiaries is a guarantor of or is obligated to make any payments related to the 2.99% ~~senior~~Senior ~~payment-in-kind~~Notes ~~notes due 2029~~ issued by Camelot Return Parent.

The calculation of the total consideration paid is as follows:


	Consideration
Common shares purchased	65,613,349
Common share closing price	$	24.65
Merger consideration, common shares purchased	$	1,617,369
Effective settlement of pre-existing relationships (1)	128,721
Total merger consideration	1,746,090
Fair value of common shares previously held by CD&R and other adjustments (2)	1,526,591
Total equity value	$	3,272,681

(1) Consists mainly of employee share-based compensation awards that were outstanding at that time the Merger was consummated.

(2) Consists of 61.9 million common shares, held by CD&R prior to the Merger which were rolled over or acquired by Camelot Parent.


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The following table summarizes the fair value of net assets acquired:


	Fair Value
Merger consideration	$	1,746,090
Fair value of common shares previously held by CD&R and other adjustments	1,526,591
Total equity value	$	3,272,681

Cash and cash equivalent	$	1,087,586
Accounts receivable	793,858
Inventories	767,460
Property, plant and equipment	873,167
Lease right-of-use assets	275,050
Goodwill	1,599,327
Intangible assets	2,436,000
Other assets	119,920
Total assets acquired	7,952,368
Accounts payable	329,896
Accrued liabilities	634,915
Long-term debt	2,467,210
Long-term lease liabilities	252,262
Deferred income tax liabilities	706,768
Other liabilities	288,636
Total liabilities assumed	4,679,687
Net assets acquired	$	3,272,681

During the measurement period, the Company obtained new information regarding facts and circumstances that existed as of the date of the Merger that resulted in revised estimated values of those assets or liabilities. During the three months ended July 1, 2023, the Company made measurement period adjustments, which were mainly composed of a $291.5 million increase to property, plant and equipment and a $174.7 million decrease to intangible assets. The effect of measurement period adjustments on the estimated fair value elements were reflected as if the adjustments had been made as of the date of the Merger, including a $66.5 million cumulative catch-up to depreciation and amortization expense recorded during the three months ended July 1, 2023 resulting from the update in the fair market value of property, plant and equipment and intangible assets. The table below presents the Consolidated Statements of (Loss) Income line items impacted by the aforementioned adjustments for previously reported periods.

	Increase / (Decrease) due to Depreciation and Amortization		~~Increase / (Decrease) due to Depreciation and Amortization~~
Consolidated Statements of (Loss) Income Line Item	July 25, 2022throughDecember 31, 2022		~~July 25, 2022throughDecember 31, 2022~~		Three Months Ended April 1, 2023		~~Three Months Ended April 1, 2023~~		Cumulative Catch-Up Recorded During Three Months Ended July 1, 2023		~~Cumulative Catch-Up Recorded During Three Months Ended July 1, 2023~~
Cost of sales	$	38,852	$	~~38,852~~	$	26,303	$	~~26,303~~	$	65,155	$	~~65,155~~
Gross profit	$	(38,852)	~~(38,852)~~		$	(26,303)	~~(26,303)~~		$	(65,155)	~~(65,155)~~
Selling, general and administrative expenses	$	(1,632)	~~(1,632)~~		$	2,963	~~2,963~~		$	1,331	~~1,331~~
Income (loss) from operations	$	(37,220)	~~(37,220)~~		$	(29,266)	~~(29,266)~~		$	(66,486)	~~(66,486)~~

As part of pushdown accounting, the Company recorded goodwill to the reporting units expected to benefit from the business combination. The goodwill is mainly attributable to costs savings in manufacturing productivity; freight and logistics; procurement; and other operating costs, as well as operational improvements in recent acquisitions to be achieved subsequent to the Merger. The goodwill recorded is not deductible for income tax purposes. The following table sets forth the allocation of goodwill by the Company’s reportable segments as of the date of the Merger:


Aperture Solutions		Surface Solutions		Shelter Solutions		Total Goodwill
$	714,394	$	681,822	$	203,111	$	1,599,327


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The Company identified intangible assets for customer lists and relationships and trademarks, trade names and other. Intangible assets are amortized on a straight-line basis over their expected useful lives. The fair value and weighted average estimated useful life of identifiable intangible assets consists of the following:


	Fair Value		Weighted Average Useful Life (in years)
Customer lists and relationships	$	1,816,000	17
Trademarks, trade names and other	620,000		15
Total	$	2,436,000

The Company incurred transaction costs of $29.4 million associated with the Merger, of which $0.7 million was recognized in the period from July 25, 2022 through December 31, 2022 and $28.7 million was recognized in the period from January 1, 2022 through July 24, 2022. These costs are included in selling, general and administrative expenses on the Condensed Consolidated Statements of (Loss) Income.

Unaudited Pro Forma Financial Information

Had the Merger occurred at the beginning of 2022, unaudited pro forma revenues and net income for the three and ~~six~~nine months ended ~~July~~September 130, 2023 and ~~July~~October 21, 2022 would not have been materially different than the amounts reported as the pro forma adjustments would primarily reflect the amortization of intangibles and depreciation of property, plant and equipment that received a step up in basis and the cost to finance the transaction, net of the related tax effects. The unaudited supplemental pro forma financial information would not give effect to the potential impact of current financial conditions, operating efficiencies or cost savings that may result from the Merger or any integration costs. Unaudited pro forma balances would not necessarily be indicative of operating results had the Merger occurred on January 1, 2022 or of future results.

Acquisition of M.A.C. Métal Architectural Inc.

On August 17, 2023, the Company completed the acquisition of M.A.C. Métal Architectural Inc. (“MAC Metal”), which became an indirect wholly-owned subsidiary of the Company. Headquartered in Saint-Hubert, Quebec, MAC Metal serves the North American residential and commercial markets with high-end steel siding and roofing products. MAC Metal will be included in the Company’s Surface Solutions reportable segment. The acquisition was accounted for as a business combination in accordance with Accounting Standards Codification, 805, Business Combinations (Topic 805).

The provisional purchase price was $87.1 million (CAD$118.5 million), comprised of an upfront cash payment of $70.3 million (CAD$95.6 million) and earn-out contingent consideration of $16.8 million (CAD$22.9 million). The transaction is subject to a final working capital adjustment. The earn-out is payable over two consecutive twelve-month periods, starting in the month following the close of the acquisition and payments are based upon achieving certain adjusted EBITDA-based metrics, as defined in the purchase agreement. The purchase price was provisionally allocated to the assets acquired and liabilities assumed, which related primarily to inventory of $8.6 million, property, plant and equipment of $18.8 million, goodwill of $25.2 million, intangible assets such as, customer lists and trademarks, of $27.0 and $14.4 million, contingent consideration of $16.8 million and noncurrent deferred income tax liabilities of $14.2 million. The estimated fair-value of the contingent consideration is recognized in other long-term liabilities on the Company’s Condensed Consolidated Balance Sheet.

Note 4 — Inventories

The following table sets forth the components of inventories:

	Successor
	July 1,2023		December 31,2022
	September 30, 2023		December 31, 2022
Raw materials	$	~~308~~306,~~693~~174	$	312,380
Work in process	6054,~~049~~704		67,424
Finished goods	~~165~~151,~~331~~539		172,024
Total inventories	$	~~534~~512,~~073~~417	$	551,828


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Note 5 — Goodwill and Intangible Assets

Goodwill

The following table sets forth the changes in the carrying amount of goodwill by reportable segment:

	ApertureSolutions		SurfaceSolutions		ShelterSolutions		Total
Balance, December 31, 2022 (Successor)	$	624,009	$	790,452	$	274,087	$	1,688,548
Measurement period adjustments (1)	87,498		(110,791)		(70,976)		(94,269)
Go private measurement period adjustments	87,498		(110,791)		(70,976)		(94,269)
Currency translation	1,048		784		—		1,832
Acquisition related measurement period adjustments ¹	—		25,234		—		25,234
Balance, July 1, 2023 (Successor)	$	712,555	$	680,445	$	203,111	$	1,596,111
Currency translation	717		(45)		—		672
Balance, September 30, 2023 (Successor)	$	712,224	$	704,850	$	203,111	$	1,620,185

(1) Measurement period adjustments have been recorded asin ~~the~~conjunction ~~Company~~with ~~has obtained additional information during~~ the ~~remeasurement~~acquisition of ~~the~~MAC ~~assets~~Metal ~~and~~during ~~liabilities acquired in connection with~~ the ~~Merger~~period. See Note 3 — ~~Merger~~Mergers and Acquisitions for additional information.

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Intangible Assets, Net

The following table sets forth the major components of intangible assets:

	Range of Life (Years)			Weighted Average Amortization Period Remaining (Years)	Cost		Accumulated Amortization		Net Carrying Value
	Life (Years)			Weighted Average Amortization Period Remaining (Years)	Cost		Accumulated Amortization		Net Carrying Value
As of July 1, 2023 (Successor)
As of September 30, 2023 (Successor)
Amortized intangible assets:
Trademarks, trade names and other	15	–	15	14	$	620,000	$	(38,838)	$	581,162
Customer lists and relationships	3	–	19	17	$	1,843,145	$	(169,452)	$	1,673,693
Customer lists and relationships	3	–	19	17	1,816,000		(132,616)		1,683,384
Trademarks, trade names and other		15		14	634,497		(49,430)		585,067
Total intangible assets					$	2,~~436~~477,~~000~~642	$	(~~171~~218,~~454~~882)	$	2,~~264~~258,~~546~~760
As of December 31, 2022 (Successor)
Amortized intangible assets:
Trademarks, trade names and other	13	–	13	13	$	522,137	$	(18,332)	$	503,805
Customer lists and relationships		13		13	$	2,088,548	$	(73,330)	$	2,015,218
Customer lists and relationships	13	–	13	13	2,088,548		(73,330)		2,015,218
Trademarks, trade names and other		13		13	522,137		(18,332)		503,805
Total intangible assets					$	2,610,685	$	(91,662)	$	2,519,023

Intangible assets are amortized on a straight-line basis. The following table sets forth the amortization expense related to intangible assets:

Successor

~~Successor~~

~~Predecessor~~

Predecessor

~~Successor~~

Successor

~~Predecessor~~

Predecessor

(Amounts in thousands)

Three Months Ended July 1, 2023

Three Months Ended July 2, 2022

Six Months Ended July 1, 2023

Six Months Ended July 2, 2022

Period fromJuly 2, 2023throughSeptember 30, 2023

Period from July 25, 2022 through October 1, 2022

Period from July 3, 2022 through July 24, 2022

Period fromJanuary 1, 2023throughSeptember 30, 2023

Period from July 25, 2022 through October 1, 2022

Period from January 1, 2022 through July 24, 2022

Amortization expense

44,690

~~33,698~~

37,024

~~48,048~~

12,395

~~81,602~~

126,292

9737,~~056~~024

109,451

Note 6 — Product Warranties

The following table sets forth the changes in the carrying amount of product warranties liability:

	Successor		Predecessor
	Six Months Ended July 1, 2023		Six Months Ended July 2, 2022
Balance, beginning of period	$	202,463	$	218,356
Acquisitions	—		189
Divestiture	—		(4,345)
Warranties sold	659		937
Revenue recognized	(1,223)		(1,228)
Expense	22,004		23,499
Settlements	(21,695)		(18,462)
Balance, end of period	$	202,208	$	218,946
Reflected as:
Current liabilities – Rebates, warranties and other customer-related liabilities	$	26,654	$	26,586
Noncurrent liabilities – Other long-term liabilities	175,554		192,360
Total product warranty liability	$	202,208	$	218,946


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Note 6 — Product Warranties

The following table sets forth the changes in the carrying amount of product warranties liability:


	Successor				Predecessor
	Period from January 1, 2023 through September 30, 2023		Period from July 25, 2022 through October 1, 2022		Period from January 1, 2022 through July 24, 2022
Balance, beginning of period ¹	$	202,463	$	203,011	$	218,356
Acquisitions	—		—		189
Divestiture	—		—		(4,345)
Warranties sold	1,016		369		1,052
Revenue recognized	(1,843)		(510)		(1,383)
Expense	25,367		8,191		26,910
Settlements	(27,982)		(8,374)		(21,311)
Balance, end of period	$	199,021	$	202,687	$	219,468
Reflected as:
Current liabilities – Rebates, warranties and other customer-related liabilities	$	34,224	$	24,871	$	26,888
Noncurrent liabilities – Other long-term liabilities	164,797		177,816		192,580
Total product warranty liability	$	199,021	$	202,687	$	219,468

(1) In connection with the Merger, the beginning balance for the Successor period reflects acquisition-related adjustments of 16.5 million.

Note 7 — Long-Term Debt

The following table sets forth the components of long-term debt:

			Successor
			July 1, 2023								December 31, 2022
			September 30, 2023								December 31, 2022
	Effective Interest Rate		Principal Outstanding		Unamortized Fair Value Adjustment (1)		Unamortized Discount and Issuance Costs		Carrying Amount		Principal Outstanding		Unamortized Fair Value Adjustment(1)		Unamortized Discount and Issuance Costs		Carrying Amount
Term loan facility, due April 2028	8.57	%	$	2,~~541~~535,~~500~~000	$	(~~321~~307,~~325~~011)	$	—	$	2,~~220~~227,~~175~~989	$	2,554,500	$	(348,769)	$	—	$	2,205,731
Term loan facility, due August 2028	9.69	%	~~298~~297,~~500~~750		—		(19,~~998~~193)		278,~~502~~557		300,000		—		(21,538)		278,462
6.125% Senior Notes, due January 2029	13.51	%	318,699		(9289,~~805~~985)		—		~~225~~228,~~894~~714		365,541		(111,524)		—		254,017
8.750% Senior Secured Notes, due August 2028	10.61	%	710,000		—		(4846,~~806~~796)		~~661~~663,~~194~~204		710,000		—		(52,622)		657,378
Total long-term debt			$	3,~~868~~861,~~699~~449	$	(~~414~~396,~~130~~996)	$	(6865,~~804~~989)	$	3,~~385~~398,~~765~~464	$	3,930,041	$	(460,293)	$	(74,160)	$	3,395,588
Reflected as:
Current liabilities - Current portion of long-term debt									$	29,000							$	29,000
Non-current liabilities - Long-term debt									3,~~356~~369,~~765~~464								3,366,588
Total long-term debt									$	3,~~385~~398,~~765~~464							$	3,395,588
Fair value - Senior notes - Level 1									$	~~928~~929,~~941~~464							$	907,993
Fair value - Term loans - Level 2									2,~~739~~762,~~854~~958								2,580,000
Total fair value									$	3,~~668~~692,~~795~~422							$	3,487,993

(1) On July 25, 2022, as a result of the pushdown accounting related to the Merger, the carrying values of the term loan facility due April 2028 and the 6.125% Senior Notes due January 2029 (as defined below) were adjusted to fair value.


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Revolving Credit Facilities

The following table sets forth the Company’s availability under its credit facilities:

	Successor
	July 1, 2023						December 31, 2022
	September 30, 2023						December 31, 2022
	Available		Borrowings		Letters of Credit and Priority Payables		Available		Borrowings		Letters of Credit and Priority Payables
Asset-based lending facility	$	850,000	$	—	$	47,000	$	850,000	$	—	$	48,000
Cash flow revolver (1)	92,000		—		—		115,000		—		—
First-in-last-out tranche asset-based lending facility	95,000		—		—		95,000		—		—
Total	$	1,037,000	$	—	$	47,000	$	1,060,000	$	—	$	48,000

(1) Cash flow revolver commitments of $23.0 million matured in April 2023 and $92.0 million will mature in April 2026.

Term Loan Facility due April 2028 and Cash Flow Revolver

In April 2018, Ply Gem Midco, Inc. (“Ply Gem Midco”) entered into a Cash Flow Agreement (as amended from time to time, the “Cash Flow Credit Agreement”), which provides for (i) a term loan facility (the “Term Loan Facility”) in the aggregate principal amount of $2,600.0 million, issued with a discount of 0.5% and (ii) a cash flow-based revolving credit facility (the “Cash Flow Revolver”) of up to $115.0 million with $92.0 million remaining as of ~~July~~September 130, 2023. In connection with the consummation of the Ply Gem merger, the Company and Ply Gem Midco entered into a joinder agreement in which the Company became the Borrower (as defined in the Cash Flow Credit Agreement) under the Term Loan Facility and Cash Flow Revolver (together the “Cash Flow Facilities”). On April 11, 2023, the Company amended the Cash Flow Credit Agreement to replace the adjusted LIBOR rate with the Secured Overnight Financing Rate (“SOFR”) rate.

The Term Loan Facility amortizes in nominal quarterly installments equal to one percent of the aggregate initial principal amount thereof per annum, with the remaining balance payable upon final maturity. The Term Loan Facility bears annual interest at a floating rate measured by reference to, at the Company’s option, either (i) a Term SOFR rate with a credit spread adjustment of 0.10% (subject to a floor of 0.50%) plus an applicable margin of 3.25% per annum or (ii) an alternate base rate plus an applicable margin of 2.25% per annum.

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Loans outstanding under the Cash Flow Revolver bear annual interest at a floating rate measured by reference to, at the Company’s option, either (i) a Daily Simple SOFR rate or a Term SOFR rate with (only in the case of Term SOFR rate borrowings with an interest period greater than one month) a credit spread adjustment of 0.10% (subject to a floor of 0.00%) plus an applicable margin ranging from 2.50% to 3.00% per annum depending on the Company’s secured leverage ratio or (ii) an alternate base rate plus an applicable margin ranging from 1.50% to 2.00% per annum depending on the Company’s secured leverage ratio. There are no amortization payments under the Cash Flow Revolver. Additionally, unused commitments under the Cash Flow Revolver are subject to a fee ranging from 0.25% to 0.50% per annum depending on the Company’s secured leverage ratio.

Subject to certain exceptions, the Term Loan Facility is subject to mandatory prepayments in an amount equal to:

•the net cash proceeds of (i) certain asset sales, (ii) certain debt offerings and (iii) certain insurance recovery and condemnation events; and

•50% of annual excess cash flow (as defined in the Cash Flow Credit Agreement), subject to reduction to 25% and 0% if specified secured leverage ratio targets are met to the extent that the amount of such excess cash flow exceeds $10.0 million. No payments were required in 2022 under the year 2021 excess cash flow calculation.

Both the Term Loan Facility and Cash Flow Revolver may be prepaid at the Company’s option at any time without premium or penalty (other than customary breakage costs), subject to minimum principal amount requirements.


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ABL Facility due July 2027

On April 12, 2018, Ply Gem Midco entered into an ABL Credit Agreement (as amended from time to time, the “ABL Credit Agreement”), which provides for (a) an asset-based revolving credit facility of up to $850.0 million (amended from time to time the “ABL Facility”), a portion of which is (i) available to United States (“U.S.”) borrowers and (ii) available to U.S. and Canadian borrowers. In connection with the consummation of the Ply Gem merger, the Company and Ply Gem Midco entered into a joinder agreement in which the Company became the Parent Borrower (as defined in the ABL Credit Agreement) under the ABL Facility, and (b) a first-in-last-out tranche asset-based revolving credit facility of up to $95.0 million (the “ABL FILO Facility”) available to U.S. borrowers.

Borrowing availability under the ABL Facility and the ABL FILO Facility (collectively, the “ABL Facilities”) is determined by a monthly borrowing base collateral calculation that is based on specified percentages of the value of eligible inventory, accounts receivable, less certain allowances and subject to certain other adjustments as set forth in the ABL Credit Agreement. Availability is reduced by issuance of letters of credit as well as any borrowings.

Loans outstanding under the ABL Facility bear interest at a floating rate measured by reference to, at the Company’s option, either (i) a term SOFR rate (subject to a SOFR floor of 0.00%) plus an applicable margin ranging from 1.25% to 1.75% per annum depending on the average daily excess availability under the ABL Facility or (ii) an alternate base rate plus an applicable margin ranging from 0.25% to 0.75% per annum depending on the average daily excess availability under the ABL Facility. Additionally, unused commitments under the ABL Facility are subject to a 0.25% per annum fee.

Loans outstanding under the ABL FILO Facility bear interest at a floating rate measured by reference to, at the Company’s option, either (i) a term SOFR rate (subject to a SOFR floor of 0.00%) plus an applicable margin ranging from 2.25% to 2.75% per annum depending on the average daily excess availability under the ABL FILO Facility or (ii) an alternate base rate plus an applicable margin ranging from 1.25% to 1.75% per annum depending on the average daily excess availability under the ABL FILO Facility. Additionally, unused commitments under the ABL FILO Facility are subject to a 0.25% per annum fee.

Side Car Term Loan Facility due August 2028

On July 25, 2022, the Company entered into a Term Loan Credit Agreement (as amended from time to time, the “Side Car Term Loan Credit Agreement”) which provides for a term loan facility (the “Side Car Term Loan Facility”) in an original aggregate principal amount of $300.0 million. The Side Car Term Loan Credit Agreement will mature on August 1, 2028.

Loans outstanding under the Side Car Term Loan Facility bear interest at a floating rate measured by reference to, at the Company’s option, either (i) a term SOFR rate plus 5.625% (subject to a SOFR floor of 0.50%) or (ii) an alternate base rate plus 4.625%. Borrowings under the Side Term Loan Credit Agreement amortize in equal quarterly installments in an amount equal to 1.00% per annum of the principal amount.

The Side Car Term Loan Facility may be prepaid at the Company’s option at any time, subject to certain prepayment premiums if prepaid prior to August 1, 2026.

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6.125% Senior Notes due January 2029

On September 24, 2020, the Company issued $500.0 million in aggregate principal amount of 6.125% Senior Notes due January 2029 (the “6.125% Senior Notes”). The 6.125% Senior Notes bear interest at 6.125% per annum and will mature on January 15, 2029. Interest is payable semi-annually in arrears on January 15 and July 15.

The 6.125% Senior Notes are unsecured senior indebtedness and are effectively subordinated to all of the Company’s existing and future senior secured indebtedness, including indebtedness under the Term Loan Facility, the Cash Flow Revolver, the Side Car Term Loan Facility, the 8.750% Senior Secured Notes (as defined below) and the ABL Facilities, and are senior in right of payment to future subordinated indebtedness of the Company.

The Company may redeem the 6.125% Senior Notes in whole or in part at any time subject to certain prepayment premiums if the 6.125% Senior Notes were to be redeemed prior to September 15, 2025.

Repurchase of 6.125% Senior Notes

The Company repurchased an aggregate principal amount of $~~25.2 million~~— and $46.8 million of 6.125% Senior Notes for $~~18.4 million~~— and $33.9 million in cash during the three and ~~six~~nine months ended ~~July~~September 130, 2023. The repurchases, which resulted in a write-off of associated unamortized debt discount and deferred financing costs, resulted in a ~~gain of $0.4 million and a~~ loss of $0.2 million ~~during~~for the ~~three~~nine ~~and six~~ months ended ~~July~~September 130, 2023.


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8.750% Senior Secured Notes due August 2028

On July 25, 2022, the Company issued $710.0 million in aggregate principal amount of 8.750% Senior Secured Notes due August 2028 (the “8.750% Senior Secured Notes”). The 8.750% Senior Secured Notes bear interest at 8.750% per annum and will mature on August 1, 2028. Interest is payable semi-annually in arrears on January 15 and July 15 of each year.

The 8.750% Senior Secured Notes are secured senior indebtedness and rank equal in right of payment with all existing and future senior indebtedness and are senior in right of payment to all existing and future subordinated indebtedness of the Company, including the 6.125% Senior Notes.

The Company may redeem the 8.750% Senior Secured Notes in whole or in part at any time subject to certain prepayment premiums if the 8.750% Senior Secured Notes were to be redeemed prior to August 1, 2026.

Other Information

The obligations under the Company’s debt agreements are generally guaranteed by each direct and indirect wholly -owned U.S. restricted subsidiary of the Company, subject to certain exceptions. In addition, the obligations of the Canadian borrowers under the ABL Facility are guaranteed by each direct and indirect wholly -owned Canadian restricted subsidiary of the Canadian borrowers, subject to certain exceptions. In addition, the obligations under the Cash Flow Credit Agreement, the ABL Credit Agreement, the Side Car Term Loan Facility and the Company’s various secured notes are guaranteed by Camelot Parent, which guarantee is non-recourse and limited to the equity interests of the Company. The obligations under the Cash Flow Credit Agreement, the ABL Credit Agreement, the Side Car Term Loan Facility and the Company’s various secured notes are also secured by a perfected security interest in substantially all tangible and intangible assets of the Company and each subsidiary guarantor and in the capital stock of the Company, subject to certain exceptions and subject to priority of security interests provided therein.

Covenant Compliance

The ABL Credit Agreement includes a minimum fixed charge coverage ratio of 1.00:1.00, which is tested only when specified availability is less than 10.0% of the lesser of (x) the then applicable borrowing base and (y) the then aggregate effective commitments under the ABL Facility, and continuing until such time as specified availability has been in excess of such threshold for a period of 20 consecutive calendar days. The Cash Flow Credit Agreement includes a financial covenant set at a maximum secured leverage ratio of 7.75:1.00, which will apply if the outstanding amount of loans and drawings under letters of credit which have not then been reimbursed exceeds a specified threshold at the end of any fiscal quarter.

The Company’s debt agreements contain a number of covenants that, among other things, limit or restrict the ability of the Company and its subsidiaries to incur additional indebtedness; make dividends and other restricted payments; incur additional liens; consolidate, merge, sell or otherwise dispose of all or substantially all assets; make investments; transfer or sell assets; enter into restrictive agreements; change the nature of the business; and enter into certain transactions with affiliates. The Company is in compliance with all of its covenants as of ~~July~~September 130, 2023.

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Interest Rate Swaps

The Company uses certain interest rate swaps to manage a portion of the interest rate risk on its term loans. The following table sets forth the terms of the Company’s interest rate swap agreements:

	May 2019 Swap (1)			April 2021 Swaps
	April 2021 Swaps
Notional amount	$	1,500,000		$	~~1,000,000~~
Forecasted term loan interest payments being hedged	1-month SOFR			~~1-month SOFR~~
SOFR floor (per annum - matches floor in hedged item)	0.0040%		%	~~0.40~~		%
Fixed rate paid on $500,000 and $1,500,000 notional amounts	2.1680		%	2.0038		%
Fixed rate paid on notional amount	2.0038%
Fixed rate received on $(500,000) notional amount	n/a			(2.1680)		%
Origination date	April 17, 2023
Origination date (3)	July 12, 2019			April 17, 2023
Maturity - Fixed rate paid	April 15, 2026
Maturity - Fixed rate paid	July 12, 2023			April 15, 2026
Fair value at September 30, 2023:
Maturity - Fixed rate received	n/a			July 12, 2023
Other assets, net	$	97,059
Fair value at July 1, 2023:
Other current liabilities	$	—
Other current assets	$	465		$	—
Fair value at December 31, 2022:
Other assets, net	$	—95,361		$	~~94,552~~
Other current liabilities	$	—7,000		$	~~465~~
Fair value at December 31, 2022:
Level in fair value hierarchy (1)	Level 2
Other current assets	$	7,000		$	—
Other assets, net	$	—		$	95,361
Other current liabilities	$	—		$	7,000
Level in fair value hierarchy (2)	Level 2			Level 2

(1)~~The~~Interest ~~May~~rate ~~2019~~swaps ~~swap~~are ~~was~~based ~~de-designated~~on ~~from~~ cash flow hedge ~~accounting~~contracts inthat ~~April~~have ~~2021~~fixed rate structures and are measured against market based SOFR yield curves. These interest rate swaps are classified within Level 2 of the fair value hierarchy because they are valued using alternative pricing sources or models that utilized market observable inputs, including current and forward interest rates.

(2)Interest rate swaps are based on cash flow hedge contracts that have fixed rate structures and are measured against market based SOFR yield curves. These interest rate swaps are classified within Level 2 of the fair value hierarchy because they are valued using alternative pricing sources or models that utilized market observable inputs, including current and forward interest rates.

(3)During the three months ended July 1, 2023, and in conjunction with the transition from LIBOR to SOFR, the origination date of the April 2021 Swaps was amended to April 17, 2023.

Note 8 — Accumulated Other Comprehensive Income

The following tables set forth the change in accumulated other comprehensive income attributable to the Company by each component of accumulated other comprehensive income, net of applicable income taxes:

	Foreign Currency Translation Adjustments		Derivative Instruments		Unrecognized Gain (Loss) on Retirement Benefits		Total Accumulated Other Comprehensive Income
Balance, April 1, 2023 (Successor)	$	(7,752)	$	30,070	$	336	$	22,654
Activity	483		14,854		—		15,337
Balance, July 1, 2023 (Successor)	$	(7,269)	$	44,924	$	336	$	37,991
Balance, April 2, 2022 (Predecessor)	$	27,525	$	44,577	$	(4,946)	$	67,156
Activity	(6,059)		(373)		—		(6,432)
Activity	(6,266)		9,832		(1,122)		2,444
Balance, September 30, 2023 (Successor)	$	(13,328)	$	44,551	$	336	$	31,559
Balance, July 2, 2022 (Predecessor)	$	21,259	$	54,409	$	(6,068)	$	69,600
Activity	115		904		—		1,019
Balance, July 24, 2022 (Predecessor)	$	21,374	$	55,313	$	(6,068)	$	70,619
Balance, July 25, 2022 (Successor)	$	—	$	—	$	—	$	—
Activity	(29,743)		40,988		—		11,245
Balance, October 1, 2022 (Successor)	$	(29,743)	$	40,988	$	—	$	11,245

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	Foreign Currency Translation Adjustment		Derivative Instruments		Unrecognized Gain (Loss) on Retirement Benefits		Total Accumulated Other Comprehensive Income
Balance, December 31, 2022 (Successor)	$	(6,789)	$	40,962	$	336	$	34,509
Activity	(~~480~~6,539)		3,~~962~~589		—		3(2,~~482~~950)
Balance, July 1, 2023 (Successor)	$	(7,269)	$	44,924	$	336	$	37,991
Balance, September 30, 2023 (Successor)	$	(13,328)	$	44,551	$	336	$	31,559
Balance, December 31, 2021 (Predecessor)	$	22,741	$	(23,407)	$	(4,946)	$	(5,612)
Activity	(1,~~482~~367)		7778,~~816~~720		(1,122)		7576,~~212~~231
Balance, July 2, 2022 (Predecessor)	$	21,259	$	54,409	$	(6,068)	$	69,600
Balance, July 24, 2022 (Predecessor)	$	21,374	$	55,313	$	(6,068)	$	70,619
Balance, July 25, 2022 (Successor)	$	—	$	—	$	—	$	—
Activity	(29,743)		40,988		—		11,245
Balance, October 1, 2022 (Successor)	$	(29,743)	$	40,988	$	—	$	11,245

Note 9 — Share-Based Compensation

Merger Transaction

Prior to July 24, 2022, under its long-term stock incentive plan, the Company had several share-based compensation award types, including stock options, restricted stock units and performance share unit awards (collectively, the “Pre-Merger Awards”). In connection with the Merger, outstanding vested stock option awards were canceled and converted to the right to receive a fixed amount of cash equal to the intrinsic value of the awards and were paid in August 2022. Performance share units (“PSUs”) granted to certain key, non-executive employees in March 2021 were paid in cash in September 2022 with the applicable total shareholder return metric determined using a per share price equal to the Merger Consideration and the EBITDA-based metric determined based on target performance.

Resulting from the Merger, unvested restricted stock units were cancelled and converted into a contingent contractual right to receive a payment in cash equal to the Merger consideration per award and unvested stock options were cancelled and converted into a contingent contractual right to receive a payment in cash equal to the intrinsic value of the awards, subject to the same vesting conditions as the original awards.

Resulting from the Merger, unvested PSUs that were granted to key employees and executives in March 2020 and to executives in March 2021 were cancelled and converted into a contingent contractual right to receive a cash payment from the Company equal to the product of the number of PSUs earned under the terms of the applicable award agreement, with the applicable total stockholder return metric determined using a per share price equal to the Merger consideration and the EBITDA-based metric determined based on actual performance as of the end of the three-year performance period applicable to such PSUs. PSUs granted in March 2020 vested and were paid out in cash during the three months ended April 1, 2023. PSUs granted in March 2021 to executives are expected to be paid out in cash in the first quarter of 2024. The Pre-Merger Awards are accounted for under ASC Topic 710.

As of ~~July~~September 130, 2023, the Company has liabilities of $18.32 million and $0.35 million classified within employee-related liabilities and other long-term liabilities on its Condensed Consolidated Balance Sheet related to the Pre-Merger Awards that will be settled in cash. For the ~~six~~nine months ended ~~July~~September 130, 2023, the Company paid out $8992.52 million of cash to settle Pre-Merger Awards, which mainly related to those PSUs granted in March 2020 and vested in March 2023.

Incentive Units

Beginning in the fourth quarter of 2022, pursuant to an incentive unit grant agreement, certain participants were granted incentive units in Camelot Return Ultimate, L.P. (the “Partnership”). The incentive units provide the holder with the opportunity to receive, upon certain vesting events and subject to Partnership repurchase rights and conditions, a return based upon the appreciation of the Partnership’s equity value from the date of grant. The incentive units vest over a five-year period on a straight-line basis. For the ~~six~~nine months ended ~~July~~September 130, 2023, 55130 thousand incentive units were granted at an average grant date fair value of $49.76 per incentive unit.

~~Compensation Expense~~18

For the three months ended July 1, 2023, the Company recognized $2.5 million and $3.4 million of expense from incentive units and Pre-Merger Awards. For the six months ended July 1, 2023, the Company recognized $5.0 million of expense from incentive units and a gain of $1.4 million from the Pre-Merger Awards. The gain recognized on the Pre-Merger Awards during the six months ended July 1, 2023 mainly related to the Company updating its vesting expectations for certain PSU awards which have a range of payouts based on an EBITDA-based metric.


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AsCompensation of July 1, 2023, the Company estimates that unrecognized expense is expected to be recognized over a weighted-average period of 3.4 years totaling $43.3 million, of which $34.0 million relates to incentive units and $9.3 million relates to Pre-Merger Awards.Expense

For the three months ended September 30, 2023, the Company recognized $1.9 million and $2.6 million of expense from incentive units and Pre-Merger Awards. For the nine months ended September 30, 2023, the Company recognized $6.9 million and $1.1 million of expense from incentive units and Pre-Merger Awards.

As of September 30, 2023, the Company estimates that unrecognized expense is expected to be recognized over a weighted-average period of 3.2 years totaling $40.9 million, of which $32.7 million relates to incentive units and $8.1 million relates to Pre-Merger Awards.

Note 10 — Income Taxes

For the Predecessor and Successor periods, the Company’s effective tax rate includes state income taxes, foreign tax rate differentials and changes in the valuation allowance.

The following table sets forth the effective tax rate for the three and ~~six~~nine month ~~period~~periods ended ~~July~~September 130, 2023 and ~~July~~October 21, 2022:

	Successor				~~Predecessor~~		Predecessor		~~Successor~~		Successor		~~Predecessor~~				Predecessor
	Three Months Ended July 1, 2023				Three Months Ended July 2, 2022				Six Months Ended July 1, 2023				Six Months Ended July 2, 2022
	Period from July 2, 2023 through September 30, 2023		Period from July 25, 2022 through October 1, 2022				Period from July 3, 2022 through July 24, 2022				Period from January 1, 2023 through September 30, 2023				Period from July 25, 2022 through October 1, 2022		Period from January 1, 2022 through July 24, 2022
Effective tax rate	3224.45	%	27.3	%	~~25.9~~	%	(265.6)	%	~~27.4~~	%	27.6	%	~~25.7~~	%	27.3	%	25.5	%

Note 11 — Reportable Segment and Geographical Information

The Company is organized in three reportable segments: Aperture Solutions, Surface Solutions and Shelter Solutions, which operate principally in the U.S. with limited operations in Canada.

•The Aperture Solutions reportable segment offers a broad line of windows and doors at multiple price-points for residential new construction and repair and remodel end markets in the U.S. and Canada. Its main products include vinyl, aluminum, wood-composite and aluminum clad-wood windows and patio doors, as well as steel, wood-composite and fiberglass entry doors.

•The Surface Solutions reportable segment offers a broad suite of surface solutions products and accessories at multiple price-points for the residential new construction and repair and remodel end markets as well as stone installation services. Its main products include vinyl siding and accessories, cellular polyvinyl chloride trim, vinyl fencing and railing, stone veneer and gutter protection products.

•The Shelter Solutions reportable segment designs, engineers, manufactures and distributes extensive lines of metal products for the low-rise commercial construction market under multiple brand names and through a nationwide network of manufacturing plants and distribution centers. The Company defines low-rise commercial construction as building applications of up to five stories.

Management monitors the operations results of its reportable segments separately for purposes of making decisions about resources and evaluating performance. Management evaluates performance on the basis of segment earnings before interest, income taxes, depreciation and amortization (“Adjusted reportable segment EBITDA”).

Corporate operating expenses are not allocated to reportable segments. Corporate and Other consists specifically of corporate operating expenses that are generally not allocated to reportable segments, related-party management fees, and other items that are not assigned or allocated to reportable segments. Any intercompany revenues or expenses are eliminated in consolidation.

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The following table sets forth net sales, Adjusted reportable segment EBITDA and a reconciliation to income before income taxes:

	~~Successor~~		Successor		~~Predecessor~~		~~Successor~~Predecessor		Successor		~~Predecessor~~				Predecessor
	Three Months Ended July 1, 2023				Three Months Ended July 2, 2022		Six Months Ended July 1, 2023				Six Months Ended July 2, 2022
			Period from July 2, 2023 through September 30, 2023		Period from July 25, 2022 through October 1, 2022		Period from July 3, 2022 through July 24, 2022		Period from January 1, 2023 through September 30, 2023				Period from July 25, 2022 through October 1, 2022		Period from January 1, 2022 through July 24, 2022
Net sales:
Aperture Solutions	$	~~647,675~~	$	637,669	$	~~777~~569,~~470~~994	$	1164,~~252,244~~039	$	1,889,913	$	~~1,479,580~~	$	569,994	$	1,643,619
Surface Solutions	~~335,522~~		357,400		~~421~~288,~~106~~080		~~604~~85,~~113~~034		961,513		~~754,096~~		288,080		839,130
Shelter Solutions	~~445,021~~		429,689		~~605~~416,~~225~~809		~~850~~116,~~949~~372		1,280,638		~~1,136,963~~		416,809		1,253,335
Total net sales	$	~~1,428,218~~	$	1,424,758	$	1,~~803~~274,~~801~~883	$	2365,~~707,306~~445	$	4,132,064	$	~~3,370,639~~	$	1,274,883	$	3,736,084
Adjusted reportable segment EBITDA:
Aperture Solutions	$	~~103,293~~	$	91,946	$	~~105~~74,~~131~~235	$	~~168~~15,~~086~~045	$	260,032	$	~~187,510~~	$	74,235	$	202,682
Surface Solutions	~~61,499~~		79,205		7832,~~654~~978		878,~~806~~576		167,011		~~135,126~~		32,978		143,880
Shelter Solutions	~~105,970~~		79,002		9770,~~851~~736		~~189~~21,~~384~~219		268,386		~~187,419~~		70,736		209,156
Total Adjusted reportable segment EBITDA	~~270,762~~		250,153		~~281~~177,~~636~~949		~~445~~44,~~276~~840		695,429		~~510,055~~		177,949		555,718
Corporate and other	~~(54,769)~~		(62,534)		~~347~~(74,~~208~~654)		(~~102~~39,~~561~~216)		(165,095)		~~372,037~~		(74,654)		331,996
Depreciation and amortization	~~(165,162)~~		(93,253)		(7356,~~958~~260)		(~~237~~18,~~824~~289)		(331,077)		~~(147,890)~~		(56,260)		(166,177)
Interest expense	~~(92,314)~~		(91,013)		(4565,~~571~~813)		(~~186~~11,~~425~~401)		(277,438)		~~(89,677)~~		(65,813)		(101,078)
Foreign exchange (loss) gain	~~4,430~~		(3,753)		~~(304)~~12,489		~~6,447~~(454)		2,694		~~1,140~~		12,489		686
Gain (loss) on extinguishment of debt	~~379~~		—		~~3,553~~—		~~(184)~~24,801		(184)		~~3,553~~		—		28,354
Other income (expense), net	3,632				(8)		4,805				(13)
Other income, net			4,027		172		114		8,832				172		101
(Loss) income before income taxes	$	(33,042)			$	512,556	$	(70,466)			$	649,205
Income (loss) before income taxes			$	3,627	$	(6,117)	$	395	$	(66,839)			$	(6,117)	$	649,600

The following table sets forth net sales disaggregated by reportable segment:

	~~Successor~~		Successor		~~Predecessor~~		~~Successor~~Predecessor		Successor		~~Predecessor~~				Predecessor
	Three Months Ended July 1, 2023				Three Months Ended July 2, 2022		Six Months Ended July 1, 2023				Six Months Ended July 2, 2022
			Period from July 2, 2023 through September 30, 2023		Period from July 25, 2022 through October 1, 2022		Period from July 3, 2022 through July 24, 2022		Period from January 1, 2023 through September 30, 2023				Period from July 25, 2022 through October 1, 2022		Period from January 1, 2022 through July 24, 2022
Aperture Solutions:
Vinyl windows	$	~~622,062~~	$	605,259	$	~~731~~538,~~433~~447	$	1153,~~189,255~~296	$	1,794,514	$	~~1,389,229~~	$	538,447	$	1,542,525
Aluminum windows and other	~~25,613~~		32,410		4631,~~037~~547		~~62,989~~$	10,743	95,399		~~90,351~~		31,547		101,094
Total	$	~~647,675~~	$	637,669	$	~~777~~569,~~470~~994	$	1164,~~252,244~~039	$	1,889,913	$	~~1,479,580~~	$	569,994	$	1,643,619
Surface Solutions:
Vinyl siding	$	~~162,841~~	$	176,957	$	~~211~~139,~~016~~459	$	~~295~~43,~~026~~318	$	471,983	$	~~372,216~~	$	139,459	$	415,534
Metal siding	~~86,066~~		95,348		9264,~~283~~855		~~146~~19,~~503~~112		241,851		~~165,985~~		64,855		185,097
Injection molded siding	~~15,556~~		16,561		1912,~~418~~405		283,~~042~~650		44,603		~~38,191~~		12,405		41,841
Stone	~~19,450~~		19,098		2620,~~635~~933		374,~~469~~947		56,567		~~46,957~~		20,933		51,904
Stone veneer installation and other	~~51,609~~		49,436		7150,~~754~~428		9714,~~073~~007		146,509		~~130,747~~		50,428		144,754
Total	$	~~335,522~~	$	357,400	$	~~421~~288,~~106~~080	$	~~604~~85,~~113~~034	$	961,513	$	~~754,096~~	$	288,080	$	839,130
Shelter Solutions:
Metal building products	$	~~445,021~~	$	429,689	$	~~547~~416,~~429~~809	$	~~850~~116,~~949~~372	$	1,280,638	$	~~1,023,887~~	$	416,809	$	1,140,259
Metal coil coating	—		—		~~57,796~~—		—		—		~~113,076~~		—		113,076
Total	$	~~445,021~~	$	429,689	$	~~605~~416,~~225~~809	$	~~850~~116,~~949~~372	$	1,280,638	$	~~1,136,963~~	$	416,809	$	1,253,335
Total net sales	$	~~1,428,218~~	$	1,424,758	$	1,~~803~~274,~~801~~883	$	2365,~~707,306~~445	$	4,132,064	$	~~3,370,639~~	$	1,274,883	$	3,736,084

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The following table sets forth total assets disaggregated by reportable segment:

	Successor
	July 1,2023		December 31,2022
	September 30, 2023		December 31, 2022
Total assets:
Aperture Solutions	$	2,~~865~~856,~~264~~935	$	2,153,378
Surface Solutions	2,~~275~~267,~~282~~523		2,099,244
Shelter Solutions	1,~~130~~154,~~791~~697		973,718
Corporate	~~672~~694,~~385~~416		1,967,310
Total assets	$	6,~~943~~973,~~722~~571	$	7,193,650

Note 12 — Commitments and Contingencies

As a manufacturer of products primarily for use in building construction, the Company is inherently exposed to various types of contingent claims, both asserted and unasserted, in the ordinary course of business. As a result, from time to time, the Company may become involved in various legal proceedings or other contingent matters arising from claims or potential claims arising out of its operations and businesses that cover a wide range of matters, including, among others, environmental, contract, employment, including applicable benefits and pension plans, intellectual property, securities, personal injury, property damage, product liability, warranty, and modification, adjustment or replacement of component parts or units sold, which may include product recalls. The Company insures (or self-insures) against these risks to the extent deemed prudent by its management and to the extent insurance is available. Management believes that the ultimate disposition of these matters will not have a material adverse effect on the Company’s results of operations, financial position or cash flows. However, such matters are subject to many uncertainties and outcomes and are not predictable with assurance.

Environmental

The Company’s operations are subject to various federal, state, local and foreign environmental, health and safety laws. Among other things, these laws regulate the emissions or discharge of contaminants into the environment; govern the use, storage, treatment, disposal and management of hazardous substances and wastes; protect employee health and safety, public health and welfare and the end-users of its products; regulate the chemicals used in its products; and impose liability for the costs of investigating and remediating (as well as other damages resulting from) present and past releases of hazardous substances. Violations of these laws or of any conditions contained in environmental permits could impact the Company's current and future operations.

The Company believes it is in material compliance with all applicable laws and regulations and has recorded a liability of $8.8 million at ~~July~~September 130, 2023 and December 31, 2022 for certain subsurface investigation and remedial matters.

Litigation

The Company is a party to a variety of legal actions arising out of the normal course of business. Plaintiffs occasionally seek punitive or exemplary damages. The Company is also included in other kinds of legal actions, some of which assert or may assert claims or seek to impose fines or penalties and other costs in substantial amounts and are described below.

Stockholder Litigation

In January 2023, purported former stockholders filed two separate complaints challenging the fairness of the CD&R Merger. The complaints are captioned Firefighters’ Pension System of the City of Kansas City, Missouri Trust and Gary D. Voigt v. Affeldt et al., C.A. No. 2023-0091-JTL (Del. Ch.) and Whitebark Value Partners LP and Robert Garfield v. Clayton Dubilier & Rice, LLC et al., C.A. No. 2023-0092-JTL (Del. Ch.). In both complaints, the plaintiffs allege that CD&R and its affiliates controlled the Company prior to the transaction and that certain directors and officers of the Company, as well as CD&R and its affiliates, breached their fiduciary duties and engaged in conduct resulting in a sale of the Cornerstone Building Brands public stockholders’ shares to CD&R at an unfair price. The plaintiffs seek unspecified monetary damages, attorneys’ fees, expenses, and costs. The court consolidated the two cases, and on May 3, 2023, selected Whitebark Value Partners LP as lead plaintiff. The Company does not believe these claims have merit and intend to vigorously defend against them. On July 14, 2023, the defendants moved to dismiss the operative complaint. Oral argument on the motion to dismiss is scheduled for January 10, 2024. The Company cannot predict with any degree of certainty the outcome of these matters or determine the extent of any potential liabilities. The Company also cannot provide an estimate of the possible loss or range of loss. The Company does not believe, based on currently available information, that the outcome of these proceedings will have a material adverse effect on its financial condition.

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In June 2023, a purported former stockholder filed a class action complaint in the United States District Court for the District of Delaware alleging that the Company’s disclosures issued in connection with the CD&R Merger were materially misleading in violation of Section 14(a) and Section 20(a) of the Securities Exchange Act of 1934. The complaint is captioned Water Island Merger Arbitrage Institutional Commingled Master Fund, L.P. v. Cornerstone Building Brands et al., Case No. 1:23-cv-00701 (D. Del.). The complaint alleges that the Company’s directors and officers issued misleading disclosures, which caused stockholders to approve the CD&R Merger at an unfair price. The plaintiff seeks unspecified monetary damages, interest, attorneys’ fees, expenses, and costs. The Company does not believe these claims have merit and intend to vigorously defend against them. The Company cannot predict with any degree of certainty the outcome of this matter or determine the extent of any potential liabilities. The Company also cannot provide an estimate of the possible loss or range of loss. The Company does not believe, based on currently available information, that the outcome of these proceedings will have a material adverse effect on its financial condition.

Note 13 — Earnings Per Common Share

Basic earnings per common share is computed by dividing net income allocated to common shares by the weighted average number of common shares outstanding. Diluted income per common share, if applicable, considers the dilutive effect of common stock equivalents. The reconciliation of the numerator and denominator used for the computation of basic and diluted earnings per common share is as follows:

	Predecessor
	Three Months Ended July 2, 2022		Six Months Ended July 2, 2022
	Period from July 3, 2022 through July 24, 2022		Period from January 1, 2022 through July 24, 2022
Numerator for Basic and Diluted Earnings Per Common Share
Net income applicable to common shares	$	~~376~~1,~~927~~433	$	~~478~~480,~~804~~211
Denominator for Basic and Diluted Earnings Per Common Share:
Weighted average basic number of common shares outstanding	127,~~449~~544		127,~~288~~316
Common stock equivalents:
Employee stock options	1,~~597~~583		1,~~576~~578
Weighted average diluted number of common shares outstanding	129,~~046~~127		128,~~864~~894
Basic earnings per common share	$	20.9601	$	3.7677
Diluted earnings per common share	$	20.9201	$	3.7273
Incentive plan securities excluded from dilution (1)	—		3430

(1)Represents securities not included in the computation of diluted earnings per common share because their effect would have been anti-dilutive.

The Company calculates earnings per share using the “two-class” method, whereby unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents are “participating securities” and, therefore, these participating securities are treated as a separate class in computing earnings per share. The calculation of earnings per share presented here excludes the income attributable to unvested restricted stock units related to our Incentive Plan from the numerator and excludes the dilutive impact of those shares from the denominator. Awards subject to the achievement of performance conditions or market conditions for which such conditions had been met at the end of any of the periods presented are included in the computation of diluted earnings per common share if their effect was dilutive.

Earnings per common share is not presented for the Successor period as the Company’s common stock is no longer publicly traded either on a stock exchange or in the over-the-counter market.

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Note 14 — Supplemental Cash Flow Information

The following table sets forth supplemental cash flow information:

	Successor				~~Predecessor~~		Predecessor
	Six Months Ended July 1, 2023				Six Months Ended July 2, 2022
	Period fromJanuary 1, 2023throughSeptember 30, 2023		Period fromJuly 25, 2022throughOctober 1, 2022				Period fromJanuary 1, 2022throughJuly 24, 2022
Supplemental cash flow information:
Interest paid, net of amounts capitalized	$	~~141~~235,~~856~~065	$	27,482	$	~~77,432~~	$	103,074
Income taxes paid	~~15,774~~$	33,523	$	108,962	~~55,849~~		$	56,243
Supplemental non-cash investing and financing activities-
Pushdown fair value adjustments	$	—	$	1,522,432			$	—

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CORNERSTONE BUILDING BRANDS, INC.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following is management’s discussion and analysis of certain significant factors that have affected our consolidated financial condition and results of operations during the periods presented (the “MD&A”). This information should be read in conjunction with the Condensed Consolidated Financial Statements included herein “Item 1. Condensed Consolidated Financial Statements” and the Consolidated Financial Statements and the Notes thereto and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the “2022 Form 10-K”).

Forward-Looking Statements

This Quarterly Report on Form 10-Q includes statements concerning our expectations, beliefs, plans, objectives, goals, strategies, future events or performance and underlying assumptions and other statements that are not historical facts. These statements are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those expressed or implied by these statements. In some cases, our forward-looking statements can be identified by the words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “goal,” “intend,” “may,” “objective,” “plan,” “potential,” “predict,” “projection,” “should,” “will,” “target” or other similar words. We have based our forward-looking statements on our management’s beliefs and assumptions based on information available to our management at the time the statements are made. We caution you that assumptions, beliefs, expectations, intentions and projections about future events may and often do vary materially from actual results. Therefore, we cannot assure you that actual results will not differ materially from those expressed or implied by our forward-looking statements. Accordingly, investors are cautioned not to place undue reliance on any forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, these expectations and the related statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from those projected. These risks, uncertainties and other factors include, but are not limited to:

•seasonality of the business and adverse weather conditions;

•challenging macroeconomic conditions affecting the residential, commercial and repair and remodeling construction industry and markets, including increasing interest rates, and demand in new construction and repair and remodeling;

•commodity price volatility and/or limited availability of raw materials, including steel, polyvinyl chloride (“PVC”) resin, aluminum, and glass due to supply chain disruptions;

•increases in the macroeconomic inflationary environment and our ability to react accordingly;

•our ability to identify and develop relationships with a sufficient number of qualified suppliers to mitigate risk in the event a significant supplier experiences a significant production or supply chain interruption;

•the increasing difficulty of consumers and builders in obtaining credit or financing;

•our ability to successfully implement operational efficiency initiatives, including to increase automation and mitigate increases in our manufacturing costs;

•our ability to successfully achieve price increases to offset cost increases;

•ability to compete effectively against competitors;

•our ability to successfully integrate our acquired businesses and to realize anticipated benefits;

•our ability to employ, train and retain qualified personnel;

•increases in labor costs, labor market pressures, potential labor disputes, union organizing activity and work stoppages at our facilities or the facilities of our suppliers;

•increases in energy costs;

•increases in freight and transportation costs;

•volatility in the United States (“U.S.”) and international economies and in the credit markets;

•the severity, duration and spread of the COVID-19 pandemic and its variants (collectively, the “COVID-19 pandemic”), as well as actions that may be taken by the Company or governmental authorities due to any resurgence of the COVID-19 pandemic or to treat its impact and the resulting impact on supply chain and labor pressures;

•an impairment of our goodwill and/or intangible assets;

•our ability to successfully develop new products or improve existing products;

•enforcement and obsolescence of our intellectual property rights;

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•costs related to compliance with, violations of or liabilities under environmental, health and safety laws;

•our ability to make strategic acquisitions accretive to earnings and dispositions at favorable prices and terms;

•our ability to fund operations, provide increased working capital necessary to support our strategy and acquisitions using available liquidity;

•global climate change, and compliance with new or changed laws or regulations relating to environmental, social and governance (“ESG”);

•breaches of our information system security measures;

•damage to our computer infrastructure and software systems;

•necessary maintenance or replacements to our enterprise resource planning technologies;

•potential personal injury, property damage or product liability claims or other types of litigation, including stockholder litigation related to the Merger (as defined herein);

•compliance with certain laws related to our international business operations;

•significant changes in factors and assumptions used to measure certain of our defined benefit plan obligations and the effect of actual investment returns on pension assets;

•additional costs from new regulations which relate to the utilization or manufacturing of our products or services, including changes in building codes and standards;

•increases in tariffs or import and trade restrictions;

•our controlling stockholder’s interests differing from the interests of holders of our indebtedness;

•our substantial indebtedness and our ability to incur substantially more indebtedness;

•limitations that our debt agreements place on our ability to engage in certain business and financial transactions;

•our ability to obtain financing on acceptable terms;

•exchange rate fluctuations;

•downgrades of our credit ratings;

•the effect of increased interest rates on our ability to service our debt;

•uncertainty as to the acceptance of Secured Overnight Financing Rate (“SOFR”) and phasing out of London Interbank Offered Rate (“LIBOR”) interest rates; and

•other risks detailed under the caption “Risk Factors” in this Quarterly Report on Form 10-Q, in Part I, Item 1A in ~~our Annual Report on Form 10-K for~~ the ~~fiscal year ended December 31,~~ 2022 ~~(the “2022~~ Form 10-K”), and other filings we make with the SEC.

A forward-looking statement may include a statement of the assumptions or bases underlying the forward-looking statement. We believe that we have chosen these assumptions or bases in good faith and that they are reasonable. However, we caution you that assumed facts or bases almost always vary from actual results, and the differences between assumed facts or bases and actual results can be material, depending on the circumstances. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements in this report, including those described under the caption “Risk Factors” in this report and the 2022 Form 10-K, and other risks described in documents subsequently filed by the Company from time to time with the SEC. We expressly disclaim any obligations to release publicly any updates or revisions to these forward-looking statements to reflect any changes in our expectations unless the securities laws require us to do so.

Company Overview

Our Company

Cornerstone Building Brands, Inc. (“Cornerstone Building Brands”, together with its subsidiaries, unless the context requires otherwise, the “Company,” “we,” “us” or “our”) is a holding company incorporated in Delaware. We are the largest manufacturer of exterior building products in North America by sales and serve residential and commercial customers across both the new construction and repair and remodel markets.

Our operations are organized as three reportable segments: Aperture Solutions, Surface Solutions and Shelter Solutions. We have:

•One of the broadest product offerings and the most well-regarded brand portfolio in our industry. Our total addressable market is diverse and expands across multiple geographies, end markets, channels, customers and products providing us with significant benefits.

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•A leading market position in various North American markets we serve, including, among others, vinyl windows, vinyl siding, stone veneer installations, metal accessories, metal roofing and wall systems and engineered metal building systems.

•An extensive coast-to-coast network of manufacturing, distribution and branch office facilities throughout North America.

•A vertically integrated manufacturing process that enables us to deliver better service and positions us to be a cost-advantaged manufacturer.

We are mindful of the harmful effects of global climate change and the contributions to climate change from manufacturing operations and the end-use of building construction products. We have made and continue to make progress on our work related to ESG matters.

Merger Transaction

On July 25, 2022 and pursuant to an Agreement and Plan of Merger dated March 5, 2022 (the “Merger Agreement”) by and among the Company, Camelot Return Intermediate Holdings, LLC (“Camelot Parent”), and Camelot Return Merger Sub, Inc. (“Merger Sub”), investment funds managed by Clayton, Dubilier and Rice, LLC (“CD&R”) became the indirect owners of all the issued and outstanding shares of common stock of Cornerstone Building Brands. Pursuant to the Merger Agreement, Merger Sub merged with and into the Company (the “Merger”), with the Company surviving the Merger as a subsidiary of Camelot Parent (the “Surviving Corporation”). At the effective time of the Merger (the “Effective Time”), we became a privately held company and our shares were no longer traded on the New York Stock Exchange.

Non-GAAP Financial Measures

We use several measures derived from consolidated financial information, but not presented in our Condensed Consolidated Financial Statements prepared in accordance with accounting principles generally accepted in the U.S. (“U.S. GAAP”). These measures are considered non-GAAP financial measures. Specifically, in this report, we refer to adjusted earnings before interest, income taxes, depreciation and amortization (“Adjusted EBITDA”) and Adjusted EBITDA as a percentage of net sales, which are non-GAAP financial measures (collectively, our “non-GAAP financial measures”). Our non-GAAP financial measures are not intended to replace the presentation of the comparable measures under U.S. GAAP. However, we believe the presentation of the non-GAAP financial measures, when considered together with the comparable U.S. GAAP financial measure, along with a reconciliation to its respective U.S. GAAP financial measure, enables investors to better understand the factors and trends affecting our underlying business that could not be obtained absent these disclosures. Additionally, we believe that the presentation of our non-GAAP financial measures enables investors to evaluate trends in the business excluding certain items which are not entirely a result of our core operations.

Furthermore, the presentation of these non-GAAP financial measures supplements other metrics we use to internally evaluate our business and facilitates the comparison of past and present operations. The non-GAAP financial measures we use may differ from non-GAAP financial measures used by other companies, and other companies may not define non-GAAP financial measures we use in the same way, even if similarly titled.

Predecessor and Successor Periods

The MD&A provides an overview of our financial condition as of ~~July~~September 130, 2023 and the results of operations for the periods subsequent to July 25, 2022 (“Successor”) and for periods prior to July 25, 2022 (“Predecessor”). Our Condensed Consolidated Statements of (Loss) Income as reported in our Condensed Consolidated Financial Statements for these periods are prepared in accordance with U.S. GAAP.

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~~Reconciliation~~To enhance the analysis of ~~Net~~our ~~(Loss)~~operating ~~Income~~results tofor ~~Adjusted~~the ~~EBITDA~~periods presented, we have included a discussion of selected financial and ~~Adjusted~~operating ~~EBITDA~~data asof the Predecessor and Successor on a ~~Percentage~~combined basis. The presentation consists of ~~Net~~the ~~Sales~~mathematical addition of selected financial and operating data of the Successor for the period from July 25, 2022 through October 1, 2022 with the comparable financial and operating data of the Predecessor for the periods from July 3, 2022 through July 24, 2022 and January 1, 2022 through July 24, 2022. There are no other adjustments made in the combined presentation. The mathematical combination of selected financial and operating data is included below under the heading “Combined” and this data is a non-GAAP presentation. Management believes that this selected financial and operating data provides investors with useful information upon which to assess our operating performance.

Reconciliation of Net Income (Loss) to Adjusted EBITDA and Adjusted EBITDA as a Percentage of Net Sales

The following table presents the reconciliation of net income (loss) to Adjusted EBITDA and computes Adjusted EBITDA as a percentage of net sales:

	Successor						Predecessor						Successor						Predecessor
	Three Months Ended																		Nine Months Ended
(Amounts in thousands)	Three Months Ended July 1, 2023						Three Months Ended July 2, 2022						Six Months Ended July 1, 2023						Six Months Ended July 2, 2022
	Successor									Predecessor						Combined*			Successor						Predecessor			Combined*
Net (loss) income	$	(22,326)					$	380,059					$	(51,141)					$	482,342
(Amounts in thousands)	Period from July 2, 2023 through September 30, 2023			Period from July 25, 2022 through October 1, 2022						Period from July 3, 2022 through July 24, 2022						Period from July 3, 2022 through October 1, 2022			Period from January 1, 2023 through September 30, 2023			Period from July 25, 2022 through October 1, 2022			Period from January 1, 2022 through July 24, 2022			Period from January 1, 2022 through October 1, 2022
Depreciation and amortization	165,162						73,958						237,824						147,890
Net income (loss)	$	2,737		$	(4,445)					$	1,444					$	(3,001)		$	(48,404)		$	(4,445)		$	483,786		$	479,341
Interest expense	92,314						45,571						186,425						89,677
Depreciation and amortization	93,253			56,260						18,289						74,549			331,077			56,260			166,177			222,437
Income tax (benefit) provision	(10,716)						132,497						(19,325)						166,863
Interest expense	91,013			65,813						11,401						77,214			277,438			65,813			101,078			166,891
Earnings before interest, income taxes, depreciation and amortization	224,434						632,085						353,783						886,772
Income tax provision (benefit)	890			(1,672)						(1,049)						(2,721)			(18,435)			(1,672)			165,814			164,142
Strategic development and acquisition related costs	8,915						15,874						16,537						20,665
Earnings before interest, income taxes, depreciation and amortization	187,893			115,956						30,085						146,041			541,676			115,956			916,855			1,032,811
Asset impairments	—						—						—						368
Strategic development and acquisition related costs	3,997			2,735						28,895						31,630			20,534			2,735			49,560			52,295
Acquired inventory step-up amortization	—			30,317			~~1,238~~			—			—			30,317			~~1,238~~—			30,317			—			30,317
Gain on divestitures	—						(401,413)						—						(401,413)
Loss (gain) on divestitures	10,080			1,762						—						1,762			10,080			1,762			(401,413)			(399,651)
Gain on legal settlements	—			—			—			—			—			—			~~(76,575)~~—			—			(76,575)			(76,575)
Long-term incentive plan compensation (1)	64,~~128~~696			8,837			~~4,711~~			937			~~3,773~~			9,774			168,~~162~~469			8,837			17,099			25,936
Foreign exchange (gain) loss	(4,430)						304						(6,447)						(1,140)
Foreign exchange loss (gain)	3,753			(12,489)						454						(12,035)			(2,694)			(12,489)			(686)			(13,175)
(Gain) loss on extinguishment of debt	~~(379)~~—			—			~~(3,553)~~			(24,801)			~~184~~			(24,801)			~~(3,553)~~184			—			(28,354)			(28,354)
Employee separation and facility closure charges	27,~~609~~701			2,399			~~829~~			975			~~11,431~~			3,374			119,~~133~~132			2,399			92			2,491
Other (income) expense, net	(34,~~632~~027)			(172)			8			(114)			~~(4,805)~~			(286)			13(8,832)			(172)			(101)			(273)
Other	42,~~877~~642			105			~~(2,606)~~			151			~~5,246~~			256			(27,~~278)~~888			105			1,820			1,925
Adjusted EBITDA (2)	$	~~238~~216,~~522~~735		$	149,450		$	~~247,477~~		$	36,582		$	~~379,702~~		186,032			$	~~441~~596,~~392~~437		$	149,450		$	478,297		627,747
Adjusted EBITDA as a percentage of net sales	1615.72		%	11.7		%	~~13.7~~		%	10.0		%	~~14.0~~		%	11.3		%	1314.14		%	11.7		%	12.8		%	12.5		%

~~(1)Reflects~~*Refer ~~expenses related~~ to ~~long~~Non-~~term~~GAAP ~~incentive~~Financial ~~compensation~~Measures plans, which primarily includes awards that were granted prior to the Merger (“Pre-Merger Awards”) and incentive unit grants that occurred subsequent to the Merger. For the six months ended July 1, 2023, we recognized a gain of $1.4 million from Pre-Merger Awards. The gain recognized on the Pre-Merger Awards during the six months ended July 1, 2023 mainly related to updating our vesting expectations for ~~certain~~further ~~performance-based awards which have a range of payouts based on an EBITDA-based metric~~discussion.

(21)~~The~~Reflects ~~above~~expenses ~~periods,~~related to ~~the~~long-term ~~extent~~incentive ~~applicable~~compensation plans, ~~exclude~~which ~~the~~primarily ~~operations~~includes ofawards ~~divestitures~~that aswere ~~noted~~granted ~~below~~prior into the Merger (“~~Impact~~Pre-Merger ~~of Divestitures~~Awards”) ~~section~~and incentive unit grants that occurred subsequent to the Merger.

(2)The above periods, to the extent applicable, exclude the operations of divestitures as noted below in the “Impact of Divestitures and Acquisitions” section.

Seasonality

Our sales volume is generally higher during our second and third quarters, which is historically the peak season for construction and remodeling in North America. Seasonal variations in our operational results may be negatively impacted by inclement weather and other conditions. Working capital requirements have generally been greatest during the first half of our fiscal year due to the timing of the buildup of inventory to support the heavier construction season. ~~In our Shelter Solutions reportable segment, low-rise building application construction typically lags housing cycles by 12 to 24 months.~~

~~Impact of Divestitures~~27

In our MD&A, the impact of divestitures, when presented, is quantified as the portion of the preceding twelve months post- or pre-transaction where no comparable period is available. Specifically, in our Shelter Solutions reportable segment, we completed the sale of our coil coatings business in June 2022.


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Impact of Divestitures and Acquisitions

Results of Operations

The following table represents key results of operations on a consolidated basis for the interim periods indicated, and the changes between periods:

	Successor						Predecessor						Successor						Predecessor
	Three Months Ended																		Nine Months Ended
(Amounts in thousands)	Three Months Ended July 1, 2023						Three Months Ended July 2, 2022						Six Months Ended July 1, 2023						Six Months Ended July 2, 2022
	Successor									Predecessor						Combined *			Successor						Predecessor			Combined *
Net sales	$	1,428,218					$	1,803,801					$	2,707,306					$	3,370,639
(Amounts in thousands)	Period from July 2, 2023 through September 30, 2023			Period from July 25, 2022 through October 1, 2022						Period from July 3, 2022 through July 24, 2022						Period from July 3, 2022 through October 1, 2022			Period from January 1, 2023 through September 30, 2023			Period from July 25, 2022 through October 1, 2022			Period from January 1, 2022 through July 24, 2022			Period from January 1, 2022 through October 1, 2022
Gross profit	297,837						399,080						579,698						732,987
Net sales	$	1,424,758		$	1,274,883					$	365,445					$	1,640,328		$	4,132,064		$	1,274,883		$	3,736,084		$	5,010,967
% of net sales	20.9		%				22.1		%				21.4		%				21.7		%
Gross profit	333,067			233,623						73,398						307,021			912,765			233,623			806,385			1,040,008
Selling, general and administrative expenses	247,006						245,607						474,807						476,773
% of net sales	23.4		%	18.3		%				20.1		%				18.7		%	22.1		%	18.3		%	21.6		%	20.8		%
% of net sales	17.3		%				13.6		%				17.5		%				14.1		%
Selling, general and administrative expenses	228,621			184,826						86,063						270,889			703,428			184,826			562,836			747,662
Gain on divestitures	—						(401,413)						—						(401,413)
% of net sales	16.0%			14.5		%				23.6		%				16.5%			17.0%			14.5		%	15.1		%	14.9%
Gain on legal settlements	—						—						—						(76,575)
Loss (gain) on divestitures	10,080			1,762						—						1,762			10,080			1,762			(401,413)			(399,651)
Income from operations	50,831						554,886						104,891						734,202
Gain on legal settlements	—			—						—						—			—			—			(76,575)			(76,575)
Interest expense	(92,314)						(45,571)						(186,425)						(89,677)
Income (loss) from operations	94,366			47,035						(12,665)						34,370			199,257			47,035			721,537			768,572
Foreign exchange gain (loss)	4,430						(304)						6,447						1,140
Interest expense	(91,013)			(65,813)						(11,401)						(77,214)			(277,438)			(65,813)			(101,078)			(166,891)
Gain (loss) on extinguishment of debt	379						3,553						(184)						3,553
Foreign exchange (loss) gain	(3,753)			12,489						(454)						12,035			2,694			12,489			686			13,175
Other income (expense), net	3,632						(8)						4,805						(13)
Gain (loss) on extinguishment of debt	—			—						24,801						24,801			(184)			—			28,354			28,354
(Loss) income before income taxes	(33,042)						512,556						(70,466)						649,205
Other income, net	4,027			172						114						286			8,832			172			101			273
Income tax (benefit) provision	(10,716)						132,497						(19,325)						166,863
Income (loss) before income taxes	3,627			(6,117)						395						(5,722)			(66,839)			(6,117)			649,600			643,483
Net (loss) income	$	(22,326)					$	380,059					$	(51,141)					$	482,342
Income tax provision (benefit)	890			(1,672)						(1,049)						(2,721)			(18,435)			(1,672)			165,814			164,142
Non-GAAP financial measures*:
Net income (loss)	$	2,737		$	(4,445)					$	1,444					$	(3,001)		$	(48,404)		$	(4,445)		$	483,786		$	479,341
Adjusted EBITDA	$	238,522					$	247,477					$	379,702					$	441,392
Non-GAAP financial measures*:
Adjusted EBITDA as a percentage of net sales	16.7		%				13.7		%				14.0		%				13.1		%
Adjusted EBITDA	$	216,735		$	149,450					$	36,582					$	186,032		$	596,437		$	149,450		$	478,297		$	627,747
* Refer to Non-GAAP Financial Measures for further discussion.
Adjusted EBITDA as a percentage of net sales	15.2		%	11.7		%				10.0		%				11.3		%	14.4		%	11.7		%	12.8		%	12.5		%

~~Net~~*Refer ~~sales decreased $375.6 million, or 20.8%, for the three months ended July 1, 2023 compared~~ to ~~the~~Non-GAAP ~~three~~Financial ~~months~~Measures ~~ended July 2, 2022 and $663.3 million, or 19.7%,~~ for ~~the~~further six months ended July 1, 2023 compared to the six months ended July 2, 2022 mainly due to lower volume across all reportable segments and the impact from the strategic divestiture of our coil coatings business in June 2022discussion.

~~Gross~~Net ~~profit~~sales asdecreased a$215.6 ~~percentage~~million, ofor ~~net sales was 20~~13.91% for the three ~~months~~month period ended ~~July 1~~September 30, 2023, compared to ~~22.1% for~~ the ~~three~~comparable ~~months~~prior ~~ended~~year ~~July 2~~period, ~~2022~~and decreased $878.9 million, ~~and~~or 2117.45% for the ~~six~~nine ~~months~~month period ended ~~July 1~~September 30, 2023, compared to ~~21.7% for~~ the ~~six~~comparable ~~months~~prior ~~ended~~year ~~July 2~~period, ~~2022. These declines were~~ mainly due to anlower ~~increase~~volume inacross ~~depreciation~~all ~~expense,~~reportable ~~including~~segments aand ~~cumulative catch-up adjustment of $65.2 million recorded during~~ the ~~three~~impact ~~months ended July 1, 2023, driven~~ from the ~~update~~strategic indivestiture ~~the fair market value~~ of ~~property,~~our ~~plant~~coil ~~and~~coatings ~~equipment~~business ~~acquired~~in ~~resulting~~June ~~from the Merger, partially offset by favorable product mix, price net of inflation and manufacturing net efficiencies~~2022.

~~Selling,~~Gross ~~general~~profit ~~and~~as ~~administrative~~a ~~expenses~~percentage ~~increased~~of ~~$1.4~~net ~~million,~~sales orwas 023.64%, for the three ~~months~~month period ended ~~July~~September 130, 2023, ~~mainly~~compared ~~due~~ to a18.7% for ~~net~~the ~~increase~~comparable inprior ~~depreciation~~year ~~and amortization expense~~period, ~~including~~and ~~a cumulative catch-up adjustment of $1~~22.~~3 million~~1% ~~recorded~~for ~~during~~ the ~~three~~nine ~~months~~month period ended ~~July~~September 130, 2023, ~~driven~~compared ~~from~~to 20.8% for the ~~update~~comparable inprior ~~the~~year ~~fair~~period. ~~market~~These ~~value~~increases ofare ~~property,~~driven ~~plant~~by ~~and~~favorable ~~equipment~~product ~~and~~mix, ~~intangible~~price ~~assets~~net ~~acquired~~of ~~resulting~~inflation ~~from~~and ~~the~~manufacturing ~~Merger~~net efficiencies.

Selling, general and administrative expenses decreased $2.0 million, or 0.4%, for the six months ended July 1, 2023 mainly due to the impact from the strategic divestiture of our coil coatings business in June 2022, partially offset by a net increase in depreciation and amortization expense, including a cumulative catch-up adjustment of $1.3 million recorded during the three months ended July 1, 2023, resulting from the update in the fair market value of property, plant and equipment and intangible assets acquired resulting from the Merger.28

Gain on divestitures mainly consists of a gain recognized in June 2022 of $394.2 million from the strategic divestiture of our coil coatings business.


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Selling, general and administrative expenses decreased $42.3 million, or 15.6%, for the three month period ended September 30, 2023 compared to the comparable prior year period, and decreased $44.2 million, or 5.9%, for the nine month period ended September 30, 2023 compared to the comparable prior year period. These decreases are mainly due to a decrease in Merger related transaction costs, including employee compensation expenses, partially offset by an increase in depreciation and amortization resulting from the update in the fair market value of property, plant and equipment and intangible assets acquired, shortened useful lives and a higher depreciable base as a result of the Merger.

Gain on divestitures mainly consists of a net gain recognized in connection with the strategic divestiture of our coil coatings business, with the original gain recognized in June 2022 of $394.2 million, offset by a $10.1 million expense in the third quarter of 2023 resulting from a settlement to finalize working capital.

Gain on legal settlements consists of a gain recognized in March 2022 of $76.6 million related to shareholder litigation.

Interest expense increased by $4613.78 million for the three month period and $96110.75 million for the ~~six~~nine ~~months~~month period ended ~~July~~September 130, 2023, each compared to the comparable prior year period. The following table sets forth the components of interest expense:

	Successor				Predecessor		Successor				Predecessor
			Three Months Ended										Nine Months Ended
(Amounts in thousands)	Three Months Ended July 1, 2023				Three Months Ended July 2, 2022		Six Months Ended July 1, 2023				Six Months Ended July 2, 2022
			Successor				Predecessor		Combined*				Successor				Predecessor		Combined*
Interest expense on outstanding borrowings (1)	$	80,982			$	35,245	$	161,161			$	67,574
(Amounts in thousands)			Period from July 2, 2023 through September 30, 2023		Period from July 25, 2022 through October 1, 2022		Period from July 3, 2022 through July 24, 2022		Period from July 3, 2022 through October 1, 2022				Period from January 1, 2023 through September 30, 2023		Period from July 25, 2022 through October 1, 2022		Period from January 1, 2022 through July 24, 2022		Period from January 1, 2022 through October 1, 2022
Interest (income) expense attributable to interest rate swaps	(7,961)				8,585		(14,005)				18,658
Interest expense on outstanding borrowings (1)			$	85,772	$	49,285	$	8,876	$	58,161			$	246,933	$	49,285	$	76,451	$	125,736
Amortization of debt discount, debt issuance costs and purchase accounting fair value adjustment	19,197				1,665		38,965				3,305
Interest (income) expense attributable to interest rate swaps			(15,345)		1,221		1,929		3,150				(29,350)		1,221		20,586		21,807
Other	96				76		304				140
Amortization of debt discount, debt issuance costs and purchase accounting fair value adjustment			20,242		15,204		391		15,595				59,207		15,204		3,696		18,900
Total interest expense	$	92,314			$	45,571	$	186,425			$	89,677
Other			344		103		205		308				648		103		345		448
Total interest expense			$	91,013	$	65,813	$	11,401	$	77,214			$	277,438	$	65,813	$	101,078	$	166,891

~~(1)The~~*Refer ~~incremental~~to ~~interest~~Non-GAAP ~~expense~~Financial ~~incurred~~Measures for ~~the~~further ~~three and six months ended July 1, 2023 compared to the three and six months ended July 2, 2022 is mainly a result of the additional financing obtained to consummate the Merger~~discussion.

~~Foreign exchange~~ (~~gain~~1)The ~~loss~~incremental ~~were~~interest ~~$4.4~~expense ~~million~~incurred ~~and $6.4 million of gains~~ for the three and ~~six~~nine months ended ~~July~~September 130, 2023 ~~and~~compared ato ~~$0.3 million loss and a $1.1 million gain for~~ the three and ~~six~~nine months ended ~~July 2~~October 1, 2022. ~~These~~is ~~incremental~~mainly ~~gains~~a ~~period~~result ~~over~~of ~~period~~the ~~are~~additional ~~due~~financing obtained to ~~favorable~~consummate ~~foreign~~the ~~exchange rate changes on intercompany loans based in Canadian currency~~Merger.

~~Gain~~Foreign exchange (~~loss~~gain) onloss ~~extinguishment~~were ~~of debt includes a gain of~~ $03.4 8 million, ~~which~~of ~~included~~loss aand $62.3 7 million ~~write-off~~ of ~~unamortized~~gain ~~deferred~~for ~~financing~~the ~~costs,~~three and anine ~~loss~~month ofperiods ~~$0.2~~ended ~~million~~September 30, ~~which~~2023 ~~included~~compared ato $1312.1 0 million ~~write-off~~and of$13.2 ~~unamortized~~million ~~deferred financing costs, from the repurchase~~ of ~~our~~gains ~~6.125%~~for ~~senior notes during~~ the three and ~~six~~nine months ended ~~July 1,~~in ~~2023.~~the Acomparable ~~gain~~prior ofyear $3period.6 ~~million~~The ~~for~~changes ~~the~~period ~~three~~over ~~and~~period ~~six~~are ~~months~~attributable ~~ended~~to ~~July 2,~~foreign ~~2022~~exchange ~~resulted~~rate ~~from~~changes ~~the~~on ~~repurchase~~intercompany ofloans ~~our~~based ~~6.125%~~in ~~senior~~Canadian ~~notes~~currency.

~~Income~~Gain ~~tax~~ (~~benefit~~loss) ~~provision~~on ~~decreased~~extinguishment byof debt includes a loss of $~~143~~0.2 million, ~~for~~which included a $13.1 million write-off of unamortized deferred financing costs from the ~~three~~repurchase ~~months~~of our 6.125% Senior Notes due January 2029 (the “6.125% Senior Notes”) during the nine month period ended ~~July~~September 130, 2023. ~~and~~A ~~decreased~~gain byof $~~186~~28.24 million for the ~~six~~nine ~~months~~month period in the comparable prior year period ended ~~July~~October 1, ~~2023~~2022 ~~mainly~~resulted ~~due~~from tothe ~~lower~~repurchase ~~pre-tax~~of ~~earnings~~our ~~for~~6.125% Senior Notes. No repurchases were made during the ~~reasons~~three ~~discussed~~month ~~above~~period ended September 30, 2023.

Income tax provision (benefit) increased by $3.6 million for the three month period ended September 30, 2023 compared to the comparable prior year period and decreased by $182.6 million for the nine month period ended September 30, 2023 compared to the comparable prior year period mainly due to lower pre-tax earnings for the reasons discussed above.


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Reportable Segment Results of Operations

The following table sets forth the continuing results of operations for our reportable segments:

	Successor				Predecessor		Successor				Predecessor
			Three Months Ended										Nine Months Ended
(Amounts in thousands)	Three Months Ended July 1, 2023				Three Months Ended July 2, 2022		Six Months Ended July 1, 2023				Six Months Ended July 2, 2022
			Successor				Predecessor		Combined*				Successor				Predecessor		Combined*
Net sales:
(Amounts in thousands)			Period from July 2, 2023 through September 30, 2023		Period from July 25, 2022 through October 1, 2022		Period from July 3, 2022 through July 24, 2022		Period from July 3, 2022 through October 1, 2022				Period from January 1, 2023 through September 30, 2023		Period from July 25, 2022 through October 1, 2022		Period from January 1, 2022 through July 24, 2022		Period from January 1, 2022 through October 1, 2022
Aperture Solutions	$	647,675			$	777,470	$	1,252,244			$	1,479,580
Net sales:
Surface Solutions	335,522				421,106		604,113				754,096
Aperture Solutions			$	637,669	$	569,994	$	164,039	$	734,033			$	1,889,913	$	569,994	$	1,643,619	$	2,213,613
Shelter Solutions	445,021				605,225		850,949				1,136,963
Surface Solutions			357,400		288,080		85,034		373,114				961,513		288,080		839,130		1,127,210
Total net sales	$	1,428,218			$	1,803,801	$	2,707,306			$	3,370,639
Shelter Solutions			429,689		416,809		116,372		533,181				1,280,638		416,809		1,253,335		1,670,144
Adjusted reportable segment EBITDA*:
Total net sales			$	1,424,758	$	1,274,883	$	365,445	$	1,640,328			$	4,132,064	$	1,274,883	$	3,736,084	$	5,010,967
Aperture Solutions	$	103,293			$	105,131	$	168,086			$	187,510
Adjusted reportable segment EBITDA*:
Surface Solutions	61,499				78,654		87,806				135,126
Aperture Solutions			$	91,946	$	74,235	$	15,045	$	89,280			$	260,032	$	74,235	$	202,682	$	276,917
Shelter Solutions	105,970				97,851		189,384				187,419
Surface Solutions			79,205		32,978		8,576		41,554				167,011		32,978		143,880		176,858
Corporate and Other	(54,769)				347,208		(102,561)				372,037
Shelter Solutions			79,002		70,736		21,219		91,955				268,386		70,736		209,156		279,892
Depreciation and amortization	(165,162)				(73,958)		(237,824)				(147,890)
Corporate and Other			(62,534)		(74,654)		(39,216)		(113,870)				(165,095)		(74,654)		331,996		257,342
Income from operations	$	50,831			$	554,886	$	104,891			$	734,202
Depreciation and amortization			(93,253)		(56,260)		(18,289)		(74,549)				(331,077)		(56,260)		(166,177)		(222,437)
* Refer to Non-GAAP Financial Measures for further discussion.
Income (loss) from operations			$	94,366	$	47,035	$	(12,665)	$	34,370			$	199,257	$	47,035	$	721,537	$	768,572

28*Refer to Non-GAAP Financial Measures for further discussion.

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Aperture Solutions

The following table sets forth the continuing results of operations for the Aperture Solutions reportable segment:

	Successor						Predecessor						Successor						Predecessor
	Three Months Ended																		Nine Months Ended
(Amounts in thousands)	Three Months Ended July 1, 2023						Three Months Ended July 2, 2022						Six Months Ended July 1, 2023						Six Months Ended July 2, 2022
	Successor									Predecessor						Combined*			Successor						Predecessor			Combined*
Net sales	$	647,675					$	777,470					$	1,252,244					$	1,479,580
(Amounts in thousands)	Period from July 2, 2023 through September 30, 2023			Period from July 25, 2022 through October 1, 2022						Period from July 3, 2022 through July 24, 2022						Period from July 3, 2022 through October 1, 2022			Period from January 1, 2023 through September 30, 2023			Period from July 25, 2022 through October 1, 2022			Period from January 1, 2022 through July 24, 2022			Period from January 1, 2022 through October 1, 2022
Adjusted reportable segment EBITDA*	103,293						105,131						168,086						187,510
Net sales	$	637,669		$	569,994					$	164,039					$	734,033		$	1,889,913		$	569,994		$	1,643,619		$	2,213,613
% of net sales	15.9		%				13.5		%				13.4		%				12.7		%
Adjusted reportable segment EBITDA*	$	91,946		$	74,235					$	15,045					$	89,280		$	260,032		$	74,235		$	202,682		$	276,917
Depreciation and amortization	$	68,007					$	36,381					$	103,932					$	71,511
% of net sales	14.4		%	13.0		%				9.2		%				12.2		%	13.8		%	13.0		%	12.3		%	12.5		%
* Refer to Non-GAAP Financial Measures for further discussion
Depreciation and amortization	$	42,701		$	27,943					$	8,305					$	36,248		$	146,633		$	27,943		$	79,816		$	107,759

~~Net~~*Refer ~~sales~~to ~~for the three~~Non-~~months~~GAAP ~~ended~~Financial ~~July 1,~~Measures ~~2023 decreased $129.8 million, or 16.7%, and~~ for ~~the~~further ~~six months ended July 1, 2023 decreased $227~~discussion.~~3 million, or 15.4%, mainly driven by lower volumes, partially offset by favorable price and product mix.~~

~~Adjusted~~Net ~~segment~~sales ~~EBITDA~~ for the three~~-months~~ month period ended ~~July~~September 130, 2023 decreased $196.84 million, or 13.1%, and for the ~~six~~nine ~~months~~month period ended ~~July~~September 130, 2023 decreased $19323.47 million, or 14.6%, mainly ~~due~~driven toby lower ~~volume~~volumes, partially offset by favorable price ~~net~~and ~~of inflation,~~ product mix ~~and manufacturing net efficiencies~~.

Adjusted segment EBITDA for the three month period ended September 30, 2023 increased $2.7 million and for the nine month period ended September 30, 2023 decreased $16.9 million, mainly due to lower volume, partially offset by favorable price net of inflation, product mix and manufacturing net efficiencies.


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Surface Solutions

The following table sets forth the continuing results of operations for the Surface Solutions reportable segment:

	Successor						Predecessor						Successor						Predecessor
	Three Months Ended																		Nine Months Ended
(Amounts in thousands)	Three Months Ended July 1, 2023						Three Months Ended July 2, 2022						Six Months Ended July 1, 2023						Six Months Ended July 2, 2022
	Successor									Predecessor						Combined*			Successor						Predecessor			Combined*
Net sales	$	335,522					$	421,106					$	604,113					$	754,096
(Amounts in thousands)	Period from July 2, 2023 through September 30, 2023			Period from July 25, 2022 through October 1, 2022						Period from July 3, 2022 through July 24, 2022						Period from July 3, 2022 through October 1, 2022			Period from January 1, 2023 through September 30, 2023			Period from July 25, 2022 through October 1, 2022			Period from January 1, 2022 through July 24, 2022			Period from January 1, 2022 through October 1, 2022
Adjusted reportable segment EBITDA*	61,499						78,654						87,806						135,126
Net sales	$	357,400		$	288,080					$	85,034					$	373,114		$	961,513		$	288,080		$	839,130		$	1,127,210
% of net sales	18.3		%				18.7		%				14.5		%				17.9		%
Adjusted reportable segment EBITDA*	$	79,205		$	32,978					$	8,576					$	41,554		$	167,011		$	32,978		$	143,880		$	176,858
Depreciation and amortization	$	10,406					$	28,122					$	39,739					$	57,184
% of net sales	22.2		%	11.4		%				10.1		%				11.1		%	17.4		%	11.4		%	17.1		%	15.7		%
* Refer to Non-GAAP Financial Measures for further discussion
Depreciation and amortization	$	25,545		$	22,679					$	8,041					$	30,720		$	65,284		$	22,679		$	65,225		$	87,904

~~Net~~*Refer ~~sales~~to ~~for the three~~Non-~~months~~GAAP ~~ended~~Financial ~~July 1,~~Measures ~~2023 decreased $85.6 million, or 20.3%, and~~ for ~~the~~further ~~six months ended July 1, 2023 decreased $150~~discussion.~~0 million, or 19.9%, mainly driven by lower volumes and lower prices from declining material costs.~~

~~Adjusted~~Net ~~reportable~~sales ~~segment EBITDA~~ for the three ~~months~~month period ended ~~July~~September 130, 2023 decreased by $1715.27 million, or 4.2%, and for the ~~six~~nine ~~months~~month period ended ~~July~~September 130, 2023 decreased $47165.37 million, ~~mainly~~or ~~due~~14.7%, tomainly ~~lower~~driven ~~volume~~by ~~and~~changes ~~unfavorable~~in price ~~net~~from ofmovement ~~inflation~~in ~~and~~input ~~product mix, partially offset by manufacturing net efficiencies~~costs.

Adjusted reportable segment EBITDA for the three month period ended September 30, 2023 increased $37.7 million, mainly due to the net impact of price, mix and movement in input costs.

Adjusted reportable segment EBITDA for the nine month period ended September 30, 2023 decreased $9.8 million, mainly due to lower volume, partially offset by the net impact of price, mix and movement in input costs.

Shelter Solutions

The following table sets forth the continuing results of operations for the Shelter Solutions reportable segment:

	Successor						Predecessor						Successor						Predecessor
	Three Months Ended																		Nine Months Ended
(Amounts in thousands)	Three Months Ended July 1, 2023						Three Months Ended July 2, 2022						Six Months Ended July 1, 2023						Six Months Ended July 2, 2022
	Successor									Predecessor						Combined*			Successor						Predecessor			Combined*
Net sales	$	445,021					$	605,225					$	850,949					$	1,136,963
(Amounts in thousands)	Period from July 2, 2023 through September 30, 2023			Period from July 25, 2022 through October 1, 2022						Period from July 3, 2022 through July 24, 2022						Period from July 3, 2022 through October 1, 2022			Period from January 1, 2023 through September 30, 2023			Period from July 25, 2022 through October 1, 2022			Period from January 1, 2022 through July 24, 2022			Period from January 1, 2022 through October 1, 2022
Adjusted reportable segment EBITDA*	105,970						97,851						189,384						187,419
Net sales	$	429,689		$	416,809					$	116,372					$	533,181		$	1,280,638		$	416,809		$	1,253,335		$	1,670,144
% of net sales	23.8		%				16.2		%				22.3		%				16.5		%
Adjusted reportable segment EBITDA*	$	79,002		$	70,736					$	21,219					$	91,955		$	268,386		$	70,736		$	209,156		$	279,892
Depreciation and amortization	$	84,883					$	8,296					$	90,683					$	16,464
% of net sales	18.4		%	17.0		%				18.2		%				17.2		%	21.0		%	17.0		%	16.7		%	16.8		%
* Refer to Non-GAAP Financial Measures for further discussion
Depreciation and amortization	$	24,361		$	4,391					$	1,552					$	5,943		$	115,044		$	4,391		$	18,016		$	22,407

~~Net~~*Refer ~~sales~~to ~~for~~Non-GAAP ~~the~~Financial ~~three~~Measures ~~months ended July 1, 2023 decreased $160.2 million, or 26.5%, and~~ for ~~the~~further ~~six months ended July 1, 2023 decreased $286~~discussion.~~0 million, or 25.2%, mainly driven by lower volume, the impact from the strategic divestiture of our coil coatings business in June 2022 and lower price from declining material costs.~~

29Net sales for the three month period ended September 30, 2023 decreased $103.5 million, or 19.4%, and for the nine month period ended September 30, 2023 decreased $389.5 million, or 23.3%, mainly driven by changes in price from movement in input costs.

Adjusted reportable segment EBITDA for the three month period ended September 30, 2023 decreased $13.0 million and for the nine month period ended September 30, 2023 decreased by $11.5 million, mainly due to lower volume and the impact of the strategic divestitures of our coil coatings business in June 2022, partially offset by the net impact of price, mix and movement in input costs.


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Adjusted reportable segment EBITDA for the three months ended July 1, 2023 increased $8.1 million and for the six months ended July 1, 2023 increased by $2.0 million mainly due to favorable price net of inflation, product mix and manufacturing net efficiencies, partially offset by lower volume and the impact from the strategic divestiture of our coil coatings business in June 2022.

Corporate and Other

The following table sets forth Corporate and other:

	Successor				Predecessor				Successor				Predecessor
	Three Months Ended												Nine Months Ended
(Amounts in thousands)	Three Months Ended July 1, 2023				Three Months Ended July 2, 2022				Six Months Ended July 1, 2023				Six Months Ended July 2, 2022
	Successor						Predecessor				Combined*		Successor				Predecessor		Combined*
Corporate costs	$	32,240			$	35,397			$	65,574			$	69,901
(Amounts in thousands)	Period from July 2, 2023 through September 30, 2023		Period from July 25, 2022 through October 1, 2022				Period from July 3, 2022 through July 24, 2022				Period from July 3, 2022 through October 1, 2022		Period from January 1, 2023 through September 30, 2023		Period from July 25, 2022 through October 1, 2022		Period from January 1, 2022 through July 24, 2022		Period from January 1, 2022 through October 1, 2022
Strategic development and acquisition related costs	8,915				15,874				16,537				20,665
Corporate costs	$	33,418	$	28,499			$	8,258			$	36,757	$	98,992	$	28,499	$	77,421	$	105,920
Asset impairments	—				—				—				368
Strategic development and acquisition related costs	3,997		2,735				28,895				31,630		20,534		2,735		49,560		52,295
Gain on legal settlements	—				—				—				(76,575)
Acquired inventory step-up amortization	—		30,317								30,317		—		30,317		—		30,317
Gain on divestitures	—				(401,413)				—				(401,413)
Gain on legal settlements	—		—				—				—		—		—		(76,575)		(76,575)
Long-term incentive plan compensation	6,128				4,711				3,773				16,162
Loss (gain) on divestitures	10,080		1,762				—				1,762		10,080		1,762		(401,413)		(399,651)
Employee separation and facility closure charges	2,609				829				11,431				1,133
Long-term incentive plan compensation	4,696		8,837				937				9,774		8,469		8,837		17,099		25,936
Other	4,877				(2,606)				5,246				(2,278)
Employee separation and facility closure charges	7,701		2,399				975				3,374		19,132		2,399		92		2,491
Total Corporate and other	$	54,769			$	(347,208)			$	102,561			$	(372,037)
Other	2,642		105				151				256		7,888		105		1,820		1,925
Total Corporate and other	$	62,534	$	74,654			$	39,216			$	113,870	$	165,095	$	74,654	$	(331,996)	$	(257,342)

~~Corporate~~*Refer ~~costs~~to ~~decreased~~Non-GAAP byFinancial ~~$3.2~~Measures ~~million and $4.3 million~~ for ~~the~~further ~~three and six months ended July 1, 2023 mainly on lower compensation and personnel costs~~discussion.

Corporate costs decreased by $3.3 million and $6.9 million for the three and nine month periods ended September 30, 2023 mainly due to lower compensation related costs.

Depreciation and Amortization

	Successor				Predecessor				Successor				Predecessor
	Three Months Ended												Nine Months Ended
(Amounts in thousands)	Three Months Ended July 1, 2023				Three Months Ended July 2, 2022				Six Months Ended July 1, 2023				Six Months Ended July 2, 2022
	Successor						Predecessor				Combined*		Successor				Predecessor		Combined*
Depreciation:
(Amounts in thousands)	Period from July 2, 2023 through September 30, 2023		Period from July 25, 2022 through October 1, 2022				Period from July 3, 2022 through July 24, 2022				Period from July 3, 2022 through October 1, 2022		Period from January 1, 2023 through September 30, 2023		Period from July 25, 2022 through October 1, 2022		Period from January 1, 2022 through July 24, 2022		Period from January 1, 2022 through October 1, 2022
Cost of sales	$	99,790			$	20,515			$	119,137			$	40,721
Depreciation:
Selling, general and administrative expenses	31,674				5,395				37,085				10,113
Cost of sales	$	40,818	$	18,852			$	677			$	19,529	$	159,955	$	18,852	$	6,356	$	25,208
Total depreciation	131,464				25,910				156,222				50,834
Selling, general and administrative expenses	7,745		384				5,217				5,601		44,830		384		50,370		50,754
Amortization:
Total depreciation	48,563		19,236				5,894				25,130		204,785		19,236		56,726		75,962
Selling, general and administrative expenses	33,698				48,048				81,602				97,056
Amortization: Selling, general and administrative expenses	44,690		37,024				12,395				49,419		126,292		37,024		109,451		146,475
Total amortization	33,698				48,048				81,602				97,056
Total depreciation and amortization	$	93,253	$	56,260			$	18,289			$	74,549	$	331,077	$	56,260	$	166,177	$	222,437
Total depreciation and amortization	$	165,162			$	73,958			$	237,824			$	147,890

~~Depreciation~~*Refer ~~and amortization increased by $91.2 million and $89.9 million for the three and six months ended July 1, 2023, primarily due~~ to the update in the fair market value of property, plant and equipment and intangible assets acquired resulting from the Merger. During the three months ended July 1, 2023, the Company recorded a cumulative catchNon-upGAAP ~~adjustment~~Financial ~~resulting~~Measures ~~in increases of $65.2 million and $1.3 million to cost of sales and selling, general and administrative expenses to account~~ for ~~the~~further ~~update in fair value of these assets as if the adjustments had been made as of the date of the Merger~~discussion.

Depreciation and amortization increased by $18.7 million for the three month period ended September 30, 2023 compared to the comparable prior year period primarily due to shortened useful lives and a higher depreciable base as a result of the Merger.

Depreciation and amortization increased by $108.6 million for the nine month period ended September 30, 2023 mainly due to the Company recording a cumulative catch-up adjustment resulting in increases of $65.2 million and $1.3 million to cost of sales and selling, general and administrative expenses to account for the update in fair value of these assets as if the adjustments had been made as of the date of the Merger, as well as shortened useful lives and a higher depreciable base as a result of the Merger.


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Liquidity and Capital Resources

Our main liquidity and capital resource needs are payments to service our debt, ongoing operations and working capital requirements, capital expenditures and the cost of acquisitions. Our primary source of liquidity is cash generated from our continuing operations, as well as borrowings under our credit facilities. We believe that funds provided by these sources will be adequate to meet our liquidity and capital resource needs for at least the next 12 months under current operating conditions.

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We may from time to time take steps to reduce our debt. These actions may include repurchases or opportunistic refinancing of debt. The amount of debt, if any, that may be repurchased or refinanced will depend on market conditions, trading levels of our debt, our cash position, compliance with debt covenants and other considerations. Our affiliates may also purchase our debt from time to time, through open market purchases or other transactions. In such cases, our debt may not be retired, in which case we would continue to pay interest in accordance with the terms of such debt, and we would continue to reflect the debt as outstanding in our condensed consolidated balance sheets.

The following table sets forth our total net liquidity position as of ~~July~~September 130, 2023:

(Amounts in thousands)	Amount
Cash and cash equivalents	$	~~445~~475,~~128~~820
Revolving credit facilities:
Asset-based lending facility (1)	850,000
Cash flow revolving facility	92,000
First-in-last-out tranche asset-based lending facility (1)	95,000
Total revolving credit facilities	1,037,000
Less:
Debt issued under the facilities	—
Letters of credit outstanding and priority payables	47,000
Net credit facility	990,000
Net liquidity	$	1,~~435~~465,~~128~~820

(1) Borrowing availability under the ABL Facilities is determined based on specified percentages of the value of eligible inventory, accounts receivable, less certain allowances and subject to certain other adjustments as set forth in the ABL Credit Agreement. Availability is also reduced by issuance of letters of credit.

Cash Flows

			Successor				Predecessor
	Nine Months Ended
(Amounts in thousands)			Six Months Ended July 1, 2023				Six Months Ended July 2, 2022
	Successor								Predecessor		Combined*
Net cash provided by operating activities			$	20,662			$	293,768
(Amounts in thousands)	Period from January 1, 2023 through September 30, 2023				Period from July 25, 2022 through October 1, 2022				Period from January 1, 2022 through July 24, 2022		Period from January 1, 2022 through October 1, 2022
Net cash (used in) provided by investing activities			(79,100)				461,143
Net cash provided by (used in) operating activities	$	181,159			$	(31,791)			$	350,665	$	318,874
Net cash flows used in financing activities			(48,385)				(30,051)
Net cash (used in) provided by investing activities	$	(203,614)			$	(24,402)			$	456,357	$	431,955
Net cash flows used in financing activities	$	(55,635)			$	(598,426)			$	(94,087)	$	(692,513)

~~Net~~*Refer ~~Cash~~to ~~Provided~~Non-GAAP byFinancial ~~Operating~~Measures ~~Activities~~for further discussion.

Net Cash Provided by (Used in) Operating Activities

Net cash provided by operating activities consists mainly of: (i) cash collections on credit sales to our customers, (ii) purchases of commodity based raw materials, (iii) labor and other employee-related expenditures, (iv) other non-labor costs, such as, among other items, supplies, insurance, advertising and marketing costs, (v) interest paid on our long-term debt, and (vi) payments for income taxes.

Net cash provided by operating activities was $20.7 million for the six months ended July 1, 2023, a decrease from the $293.8 million provided by operations in the prior year which resulted from a decrease in operating working capital mainly due to an increase in payments made to satisfy employee-related liabilities, including short-term and long-term incentive plan payouts, lower earnings generation and a net increase in depreciation and amortization expense due to a cumulative catch-up adjustment to account for the update in the fair value of property, plant and equipment and intangible assets as if the adjustments had been made as of the date of the Merger.33


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Net cash provided by operating activities was $181.2 million for the nine months ended September 30, 2023, a decrease from the $318.9 million provided by operations in the prior year on lower volumes, higher interest paid, higher payments on accounts payable, payments made to satisfy incentive plan payouts, and cash paid for income taxes, partially offset by the timing of customer collections.

Net Cash (Used In) Provided by Investing Activities

Our main uses of cash for investing activities are for payments for property and equipment and acquisitions of businesses.

Net cash used in investing activities was $79203.16 million for the ~~six~~nine months ended ~~July~~September 130, 2023 compared to $~~461~~432.10 million provided by investing activities for the ~~six~~nine months ended ~~July~~October 21, 2022. The $~~540~~635.26 million decrease is mainly driven by $67.8 million paid toward acquisitions during the nine months ended September 30, 2023, as well as $500.0 million received in proceeds from the sale of the Company’s coil coatings business in June 2022.

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Net Cash Used In Financing Activities

Our main uses of cash for financing activities include activity to consummate the Merger, repurchases and payments on long-term debt, distributions to owners, and payments for financing fees. Our main sources of cash from financing activities include the proceeds from issuances of debt and contributions from owners.

Net cash used in financing activities was $4855.46 million for the ~~six~~nine months ended ~~July~~September 130, 2023 compared to $30692.15 million used in financing activities for the ~~six~~nine months ended ~~July~~October 21, 2022. This $18636.39 million increase is mainly driven by significant activity associated with the ~~payment~~Merger ofduring ~~$33.9 million~~the ~~for~~nine months ended October 1, 2022, which included the ~~repurchase~~purchase of anpublically ~~aggregate~~held ~~principal~~shares ~~amount~~totaling $1.6 billion, the issuance of $46710.80 million ofin ~~our~~aggregate 6principal amount of 8.~~125~~75% Senior Secured Notes, ~~during~~a ~~the~~$300.0 ~~six~~million ~~months~~Side ~~ended~~Car ~~July 1,~~Term ~~2023~~Loan Facility, ~~partially~~the ~~offset~~payment byof $685.60 million of ~~payments~~financing ~~related~~costs toand the ~~financing~~receipt ~~component~~ of ~~interest~~$95.0 ~~rate~~million ~~swaps~~in ~~during~~net ~~the six months ended July 2, 2022~~contributions.

Contingent Liabilities and Commitments

Leases

We have leases for certain manufacturing, warehouse, distribution locations, offices, vehicles and equipment. As of ~~July~~September 130, 2023 the Company had total future lease payments of $~~497~~479.05 million, with $6061.15 million payable within 12 months.

Debt

We have certain long-term debt instruments outstanding. As of ~~July~~September 130, 2023 the Company had total future payments of $3.9 billion, with $29.0 million payable within 12 months. See Note 7 — Long-Term Debt in the Notes to the Condensed Consolidated Financial Statements for additional information.

Critical Accounting Estimates

There have been no material changes in our critical accounting policies and estimates during the ~~six~~nine months ended ~~July~~September 130, 2023. Refer to the ~~Company’s~~2022 ~~Annual Report on~~ Form 10-K for ~~the year ended December 31, 2022 for~~ a description of the Company’s critical accounting estimates.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

There have been no significant changes in our exposure to market risk during the ~~six~~nine months ended ~~July~~September 130, 2023. Refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 for a description of the Company’s market risks.


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Item 4. Controls and Procedures.

Disclosure Controls and Procedures

Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as of ~~July~~September 130, 2023. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures by a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding the required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Management believes that our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives and based on the evaluation of our disclosure controls and procedures as of ~~July~~September 130, 2023, our chief executive officer and chief financial officer concluded that, as of such date, our disclosure controls and procedures were effective at such reasonable assurance level.

Internal Control over Financial Reporting

There has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended ~~July~~September 130, 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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CORNERSTONE BUILDING BRANDS, INC.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings.

See Part I, Item 1, “Condensed Consolidated Financial Statements”, Note 12 — Commitments and Contingencies, which is incorporated herein by reference.

Item 1A. Risk Factors.

In addition to the information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the factors discussed under “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the “2022 Form 10-K”). The risks disclosed in ~~our~~the ~~Annual~~2022 ~~Report on~~ Form 10-K ~~for the fiscal year ended December 31, 2022~~ and information provided elsewhere in this report, could materially affect our business, financial condition or results of operations. Additional risks and uncertainties not currently known or that we currently deem to be immaterial may materially adversely affect our business, financial condition or results of operations. Except for such additional information, we believe there have been no other material changes in our risk factors from those disclosed in ~~our~~the ~~Annual~~2022 ~~Report on~~ Form 10-K ~~for the fiscal year ended December 31, 2022~~.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

As of July 25, 2022, the Company’s common stock is no longer publicly traded either on a stock exchange or in the over-the-counter market.

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Item 6. Exhibits.

Index to Exhibits

Exhibit No.						Description
*10.1						Form of Executive Officer Offer Letter
*31.1						Rule 13a-14(a)/15d-14(a) Certifications (Section 302 of the Sarbanes-Oxley Act of 2002)
*31.2						Rule 13a-14(a)/15d-14(a) Certifications (Section 302 of the Sarbanes-Oxley Act of 2002)
**32.1						Certifications pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code (Section 906 of the Sarbanes-Oxley Act of 2002)
**32.2						Certifications pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code (Section 906 of the Sarbanes-Oxley Act of 2002)
*101.INS						Inline XBRL Instance Document
*101.SCH						Inline XBRL Taxonomy Extension Schema Document
*101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document
*101.DEF						Inline XBRL Taxonomy Definition Linkbase Document
*101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document
*101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document
104						Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)


			*			Filed herewith
			**			Furnished herewith

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	CORNERSTONE BUILDING BRANDS, INC.
Date: August 4, 2023	By:	/s/ Jeffrey S. Lee
Date: November 3, 2023	By:	/s/ Jeffrey S. Lee
		Jeffrey S. Lee
		Executive Vice President and Chief Financial Officer
Date: August 4, 2023	By:	/s/ Wayne F. Irmiter
Date: November 3, 2023	By:	/s/ Wayne F. Irmiter
		Wayne F. Irmiter
		Senior Vice President and Chief Accounting Officer

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Filing Compare · Cornerstone Building Brands, Inc.