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Cornerstone Building Brands, Inc. – ‘10-Q’ for 9/30/23 – ‘EX-31.2’

On:  Friday, 11/3/23, at 4:01pm ET   ·   For:  9/30/23   ·   Accession #:  883902-23-33   ·   File #:  1-14315

Previous ‘10-Q’:  ‘10-Q’ on 8/4/23 for 7/1/23   ·   Next & Latest:  ‘10-Q’ on 4/19/24 for 3/30/24   ·   2 References:   

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  As Of               Filer                 Filing    For·On·As Docs:Size

11/03/23  Cornerstone Building Brands, Inc. 10-Q        9/30/23   83:8.5M

Quarterly Report   —   Form 10-Q

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML   1.94M 
 2: EX-10.1     Material Contract                                   HTML     25K 
 3: EX-31.1     Certification -- §302 - SOA'02                      HTML     26K 
 4: EX-31.2     Certification -- §302 - SOA'02                      HTML     26K 
 5: EX-32.1     Certification -- §906 - SOA'02                      HTML     25K 
 6: EX-32.2     Certification -- §906 - SOA'02                      HTML     25K 
12: R1          Cover                                               HTML     70K 
13: R2          Condensed Consolidated Statements of Income (Loss)  HTML    114K 
14: R3          Condensed Consolidated Statements of Comprehensive  HTML     56K 
                (Loss) Income                                                    
15: R4          Condensed Consolidated Statements of Comprehensive  HTML     25K 
                (Loss) Income (Parenthetical)                                    
16: R5          Condensed Consolidated Balance Sheets               HTML    130K 
17: R6          Condensed Consolidated Balance Sheets               HTML     32K 
                (Parenthetical)                                                  
18: R7          Condensed Consolidated Statements of Equity         HTML    124K 
19: R8          Condensed Consolidated Statements of Cash Flows     HTML    128K 
20: R9          Basis of Presentation                               HTML     31K 
21: R10         Significant Accounting Policies                     HTML     36K 
22: R11         Mergers and Acquisitions                            HTML     75K 
23: R12         Inventories                                         HTML     31K 
24: R13         Goodwill and Intangible Assets                      HTML     71K 
25: R14         Product Warranties                                  HTML     50K 
26: R15         Long-Term Debt                                      HTML    116K 
27: R16         Accumulated Other Comprehensive Income              HTML     76K 
28: R17         Share-Based Compensation                            HTML     34K 
29: R18         Income Taxes                                        HTML     40K 
30: R19         Reportable Segment and Geographical Information     HTML    155K 
31: R20         Commitments and Contingencies                       HTML     32K 
32: R21         Earnings Per Common Share                           HTML     40K 
33: R22         Supplemental Cash Flow Information                  HTML     36K 
34: R23         Significant Accounting Policies (Policies)          HTML     43K 
35: R24         Significant Accounting Policies (Tables)            HTML     30K 
36: R25         Mergers and Acquisitions (Tables)                   HTML     91K 
37: R26         Inventories (Tables)                                HTML     32K 
38: R27         Goodwill and Intangible Assets (Tables)             HTML     82K 
39: R28         Product Warranties (Tables)                         HTML     49K 
40: R29         Long-Term Debt (Tables)                             HTML    100K 
41: R30         Accumulated Other Comprehensive Income (Tables)     HTML     77K 
42: R31         Income Taxes (Tables)                               HTML     37K 
43: R32         Reportable Segment and Geographical Information     HTML    151K 
                (Tables)                                                         
44: R33         Earnings Per Common Share (Tables)                  HTML     38K 
45: R34         Supplemental Cash Flow Information (Tables)         HTML     35K 
46: R35         Basis of Presentation- Narrative (Details)          HTML     33K 
47: R36         Significant Accounting Policies - Cash and Cash     HTML     31K 
                Equivalents (Details)                                            
48: R37         Significant Accounting Policies - Narrative         HTML     25K 
                (Details)                                                        
49: R38         Mergers and Acquisitions - Narrative (Details)      HTML    119K 
50: R39         Mergers and Acquisitions - Total Consideration in   HTML     46K 
                Merger (Details)                                                 
51: R40         Mergers and Acquisitions - Schedule of Assets and   HTML     77K 
                Liabilities in Merger (Details)                                  
52: R41         Mergers and Acquisitions - Schedule of Statements   HTML     48K 
                of (loss) Income Impacted by Adjustments for                     
                Previously Reported Periods (Details)                            
53: R42         Mergers and Acquisitions - Goodwill by Reportable   HTML     33K 
                Segments (Details)                                               
54: R43         Mergers and Acquisitions - Intangible Assets in     HTML     34K 
                Merger (Details)                                                 
55: R44         Inventories (Details)                               HTML     31K 
56: R45         Goodwill and Intangible Assets - Changes in         HTML     45K 
                Carrying Amount of Goodwill (Details)                            
57: R46         Goodwill and Intangible Assets - Intangible Asset   HTML     47K 
                Activity (Details)                                               
58: R47         Goodwill and Intangible Assets - Schedule of        HTML     26K 
                Amortization Expense Related to Intangible Assets                
                (Details)                                                        
59: R48         Product Warranties (Details)                        HTML     47K 
60: R49         Long-Term Debt - Schedule of Debt (Details)         HTML     75K 
61: R50         Long-Term Debt - Revolving Credit Facilities        HTML     52K 
                (Details)                                                        
62: R51         Long-Term Debt - Term Loan Facility Due April 2028  HTML     82K 
                and Cash Flow Revolver (Details)                                 
63: R52         Long-Term Debt - ABL Facility due July 2027         HTML     60K 
                (Details)                                                        
64: R53         Long-Term Debt - Side Car Term Loan Facility due    HTML     45K 
                August 2028 (Details)                                            
65: R54         Long-Term Debt - Senior Notes due January 2029      HTML     42K 
                (Details)                                                        
66: R55         Long-Term Debt - Repurchase of 6.125% Senior Notes  HTML     43K 
                (Details)                                                        
67: R56         Long-Term Debt - Senior Secured Notes due August    HTML     42K 
                2028 (Details)                                                   
68: R57         Long-Term Debt - Covenant Compliance (Details)      HTML     39K 
69: R58         Long-Term Debt - Interest Rate Swaps (Details)      HTML     48K 
70: R59         Accumulated Other Comprehensive Income (Details)    HTML     48K 
71: R60         Share-Based Compensation - Narrative (Details)      HTML     62K 
72: R61         Income Taxes (Details)                              HTML     25K 
73: R62         Reportable Segment and Geographical Information -   HTML     68K 
                Adjusted Segment EBITDA (Details)                                
74: R63         Reportable Segment and Geographical Information -   HTML     57K 
                Disaggregation of Revenue (Details)                              
75: R64         Reportable Segment and Geographical Information -   HTML     41K 
                Total Assets Disaggregated by Reportable Segment                 
                (Details)                                                        
76: R65         Commitments and Contingencies (Details)             HTML     31K 
77: R66         Earnings Per Common Share (Details)                 HTML     61K 
78: R67         Supplemental Cash Flow Information (Details)        HTML     29K 
81: XML         IDEA XML File -- Filing Summary                      XML    148K 
79: XML         XBRL Instance -- cnr-20230930_htm                    XML   2.14M 
80: EXCEL       IDEA Workbook of Financial Report Info              XLSX    146K 
 8: EX-101.CAL  XBRL Calculations -- cnr-20230930_cal                XML    206K 
 9: EX-101.DEF  XBRL Definitions -- cnr-20230930_def                 XML    703K 
10: EX-101.LAB  XBRL Labels -- cnr-20230930_lab                      XML   1.44M 
11: EX-101.PRE  XBRL Presentations -- cnr-20230930_pre               XML   1.01M 
 7: EX-101.SCH  XBRL Schema -- cnr-20230930                          XSD    175K 
82: JSON        XBRL Instance as JSON Data -- MetaLinks              425±   651K 
83: ZIP         XBRL Zipped Folder -- 0000883902-23-000033-xbrl      Zip    361K 


‘EX-31.2’   —   Certification — §302 – SOA’02


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Exhibit 31.2
 
CERTIFICATION PURSUANT TO RULE 13a-14(b)/15d-14(a)
 
I, Jeffrey S. Lee, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Cornerstone Building Brands, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: November 3, 2023
 
/s/ Jeffrey S. Lee
Jeffrey S. Lee
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)



Dates Referenced Herein

This ‘10-Q’ Filing    Date    Other Filings
Filed on:11/3/23None on these Dates
For Period end:9/30/23
 List all Filings 


1 Subsequent Filing that References this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/23/24  Cornerstone Building Brands, Inc. 10-K       12/31/23  137:15M


1 Previous Filing that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/24/23  Cornerstone Building Brands, Inc. 10-K       12/31/22  137:18M
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Filing Submission 0000883902-23-000033   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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