UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 9, 2008
QUANEX BUILDING PRODUCTS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware | 1-33913 | 26-1561397 | ||
(State or other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
1900 West Loop South, Suite 1500, Houston, Texas |
77027 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrants telephone number, including area code: 713-961-4600
(Former name or former address if changed since last report.) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.02. Results of Operations and Financial Condition
On June 9, 2008, Quanex Building Products Corporation (the Company) issued a press release (the Press Release) reporting its earnings results for the second quarter of fiscal year 2008. The foregoing is qualified by reference to the Press Release which is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
This information shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
The press release attached hereto as Exhibit 99.1 contain forward looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical facts included or incorporated herein may constitute forward-looking statements. Actual results could vary significantly from those expressed or implied in such statements and are subject to a number of risks and uncertainties. Statements that use the words expect, should, believe, will, might, or similar words reflecting future expectations or beliefs are forward-looking statements. Factors that could impact future results may include, without limitation, the effect of both domestic and global economic conditions, the impact of competitive products and pricing, and the availability and cost of raw materials. For a more complete discussion of factors that may affect the Companys future performance, please refer to the Companys Information Statement attached as Exhibit 99.1 to the Companys Registration Statement on Form 10, filed April 4, 2008 and effective April 9, 2008, in particular the sections titled Risk Factors and Special Note About Forward-Looking Statements contained therein.
Item 9.01. Financial Statements and Exhibits.
(a) | Financial Statements of businesses acquired. |
Not applicable
(b) | Pro forma financial information. |
Not applicable
(c) | Exhibits. |
99.1
|
Press Release dated June 9, 2008 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
QUANEX BUILDING PRODUCTS CORPORATION | ||
(Registrant) |
||
June 10, 2008
|
/s/
Thomas M. Walker |
|
(Date)
|
Thomas M. Walker Senior Vice President Finance and Chief Financial Officer (Principal Financial Officer) |
Exhibit Index
99.1
|
Press Release dated June 9, 2008 |
Quanex Building Products | News Release |
| Quanex Building Products Corporation was spun-off from Quanex Corporation on April 23rd. | |
| Net sales were $207.3 million compared to $174.9 million and $238.6 million in the sequential and year ago quarters, respectively. | |
| SG&A was $43.6 million, and included $25.7 million of corporate transaction related costs, of which $22.8 million were non-cash, stock-based compensation expenses paid by the acquirer of Quanex Corporation. | |
| Cash provided by operating activities from continuing operations was $19.5 million, down from $31.9 million a year ago. | |
| Capital expenditures were $6.9 million in the quarter versus $7.3 million a year ago. | |
| Cash and equivalents totaled $40 million at quarter end. |
1
2nd qtr 2008 | 2nd qtr 2007 | inc/(dcr) | ||||||||||
Net sales: |
$ | 207.3 | $ | 238.6 | (13 | %) | ||||||
Operating income before special
items: |
9.5 | 21.3 | (55 | %) | ||||||||
Income from continuing operations before special
items: |
6.5 | 13.4 | (51 | %) | ||||||||
Diluted earnings
per common share
from continuing
operations before
special items: |
$ | 0.17 | $ | 0.34 | (50 | %) | ||||||
Diluted earnings
per common share
from continuing
operations |
$ | (0.20 | ) | $ | 0.34 | |
2nd qtr 2008 | 2nd qtr 2007 | inc/(dcr) | ||||||||||
Net Sales |
$ | 92.5 | $ | 103.6 | (11 | %) | ||||||
Operating Income |
$ | 5.3 | $ | 9.1 | (42 | %) |
2
2nd qtr 2008 | 2nd qtr 2007 | inc/(dcr) | ||||||||||
Net Sales |
$ | 118.3 | $ | 139.2 | (15 | %) | ||||||
Operating Income |
$ | 10.0 | $ | 16.8 | (41 | %) |
3
4
5
Three months ended April 30, | ||||||||||||||||
2008 | 2007 | |||||||||||||||
(in millions except diluted EPS) | Income | Income | ||||||||||||||
Operating income, as reported |
$ | (16.2 | ) | $ | 21.3 | |||||||||||
Reconciling items associated with
the Companys spin-off: |
||||||||||||||||
Stock based compensation expense |
22.8 | | ||||||||||||||
Transaction costs associated |
1.9 | | ||||||||||||||
Executive incentives & other benefits |
1.0 | | ||||||||||||||
Selling, general & administrative expense
unusual items |
25.7 | | ||||||||||||||
Operating income, excluding unusual items |
$ | 9.5 | $ | 21.3 | ||||||||||||
Three months ended April 30, | ||||||||||||||||
2008 | 2007 | |||||||||||||||
Diluted | Diluted | |||||||||||||||
(in millions except diluted EPS) | Income | EPS | Income | EPS | ||||||||||||
Income (loss) from continuing operations,
as reported |
$ | (7.3 | ) | $ | (0.20 | ) | $ | 13.4 | $ | 0.34 | ||||||
After-tax reconciling items associated
with the Companys spin-off: |
||||||||||||||||
Stock based compensation expense |
13.7 | 0.37 | | | ||||||||||||
Transaction costs |
1.9 | 0.05 | | | ||||||||||||
Executive incentives & other benefits |
0.6 | 0.01 | | | ||||||||||||
Selling, general & administrative expense |
16.2 | 0.43 | | | ||||||||||||
Rabbi trust merger consideration |
(2.4 | ) | (0.06 | ) | | | ||||||||||
Total after-tax unusual items |
13.8 | 0.37 | | | ||||||||||||
Income from continuing operations,
excluding special items |
$ | 6.5 | $ | 0.17 | $ | 13.4 | $ | 0.34 | ||||||||
Diluted weighted average common shares
outstanding (in thousands) |
37,265 | 39,416 |
6
Three months ended | Six months ended | |||||||||||||||
April 30, | April 30, | |||||||||||||||
2008 | 2007 | 2008 | 2007 | |||||||||||||
Net sales: |
||||||||||||||||
$ | 92,494 | $ | 103,583 | Engineered Products |
$ | 179,770 | $ | 202,452 | ||||||||
118,281 | 139,188 | Aluminum Sheet Products |
210,348 | 244,425 | ||||||||||||
210,775 | 242,771 | Building Products |
390,118 | 446,877 | ||||||||||||
(3,437 | ) | (4,220 | ) | Eliminations |
(7,868 | ) | (7,935 | ) | ||||||||
$ | 207,338 | $ | 238,551 | Net sales |
$ | 382,250 | $ | 438,942 | ||||||||
Operating income: |
||||||||||||||||
$ | 5,296 | $ | 9,087 | Engineered Products |
$ | 7,190 | $ | 12,938 | ||||||||
9,982 | 16,828 | Aluminum Sheet Products |
15,585 | 27,416 | ||||||||||||
15,278 | 25,915 | Building Products |
22,775 | 40,354 | ||||||||||||
(31,500 | ) | (4,620 | ) | Corporate and Other * |
(40,164 | ) | (11,855 | ) | ||||||||
$ | (16,222 | ) | $ | 21,295 | Operating Income (Loss) * |
$ | (17,389 | ) | $ | 28,499 | ||||||
* | Corporate and Other and Operating Loss for the three months and six months ended April 30, 2008 include $25.7 million and $26.4 million, respectively, of special items associated with the spin-off / merger transaction. |
7
Three months ended | Six months ended | |||||||||||||||
April 30, | April 30, | |||||||||||||||
2008 | 2007 | 2008 | 2007 | |||||||||||||
$ | 207,338 | $ | 238,551 | Net sales |
$ | 382,250 | $ | 438,942 | ||||||||
170,776 | 191,000 | Cost of sales (exclusive of items shown separately below) |
317,853 | 355,147 | ||||||||||||
43,637 | 17,196 | Selling, general and administrative expense |
63,680 | 36,399 | ||||||||||||
9,147 | 9,060 | Depreciation and amortization |
18,106 | 18,897 | ||||||||||||
(16,222 | ) | 21,295 | Operating income (loss) |
(17,389 | ) | 28,499 | ||||||||||
(100 | ) | (150 | ) | Interest expense |
(238 | ) | (312 | ) | ||||||||
4,242 | 81 | Other, net |
4,550 | 160 | ||||||||||||
(12,080 | ) | 21,226 | Income (loss) before income taxes |
(13,077 | ) | 28,347 | ||||||||||
4,765 | (7,849 | ) | Income tax expense |
5,153 | (10,481 | ) | ||||||||||
(7,315 | ) | 13,377 | Income (loss) from continuing operations |
(7,924 | ) | 17,866 | ||||||||||
1,982 | 19,866 | Income (loss) from discontinued operations, net of taxes |
5,675 | 36,031 | ||||||||||||
$ | (5,333 | ) | $ | 33,243 | Net income (loss) |
$ | (2,249 | ) | $ | 53,897 | ||||||
Basic earnings per common share: |
||||||||||||||||
$ | (0.20 | ) | $ | 0.36 | Earnings (loss) from continuing operations |
$ | (0.21 | ) | $ | 0.48 | ||||||
$ | 0.06 | $ | 0.54 | Income (loss) from discontinued operations |
$ | 0.15 | $ | 0.98 | ||||||||
$ | (0.14 | ) | $ | 0.90 | Basic earnings (loss) per common share |
$ | (0.06 | ) | $ | 1.46 | ||||||
Diluted earnings per common share: |
||||||||||||||||
$ | (0.20 | ) | $ | 0.34 | Earnings (loss) from continuing operations |
$ | (0.21 | ) | $ | 0.46 | ||||||
$ | 0.06 | $ | 0.52 | Income (loss) from discontinued operations |
$ | 0.15 | $ | 0.94 | ||||||||
$ | (0.14 | ) | $ | 0.86 | Diluted earnings (loss) per share |
$ | (0.06 | ) | $ | 1.40 | ||||||
Weighted average common shares outstanding: |
||||||||||||||||
37,265 | 36,943 | Basic |
37,215 | 36,920 | ||||||||||||
37,265 | 39,416 | Diluted |
37,215 | 39,113 |
8
April 30, | October 31, | |||||||
2008 | 2007 | |||||||
Assets |
||||||||
$ | 40,450 | Cash and equivalents |
$ | 1,778 | ||||
85,834 | Accounts and notes receivable, net |
80,095 | ||||||
56,647 | Inventories, net |
53,556 | ||||||
1,901 | Deferred income taxes |
5,370 | ||||||
10,349 | Other current assets |
4,372 | ||||||
| Current assets of discontinued operations |
431,326 | ||||||
195,181 | Total current assets
576,497 |
|||||||
165,786 | Property, plant and equipment, net |
173,590 | ||||||
12,584 | Deferred income taxes |
| ||||||
196,372 | Goodwill |
196,385 | ||||||
64,838 | Intangible assets, net |
68,199 | ||||||
9,499 | Other assets |
9,225 | ||||||
| Assets of discontinued operations |
310,926 | ||||||
$ | 644,260 | Total assets |
$ | 1,334,822 | ||||
Liabilities and stockholders equity |
||||||||
$ | 68,614 | Accounts payable |
$ | 68,167 | ||||
32,155 | Accrued liabilities |
37,102 | ||||||
363 | Current maturities of long-term debt |
1,464 | ||||||
| Current liabilities of discontinued operations |
242,570 | ||||||
101,132 | Total current liabilities |
349,303 | ||||||
2,388 | Long-term debt |
2,551 | ||||||
| Deferred income taxes |
34,457 | ||||||
3,458 | Non-current environmental reserves |
4,239 | ||||||
11,891 | Other liabilities |
13,889 | ||||||
| Liabilities of discontinued operations |
47,234 | ||||||
118,869 | Total liabilities |
451,673 | ||||||
525,391 | Total stockholders equity |
883,149 | ||||||
$ | 644,260 | Total liabilities and stockholders equity |
$ | 1,334,822 | ||||
9
Six months ended | ||||||||
April 30, | ||||||||
2008 | 2007 | |||||||
Operating activities: |
||||||||
Net income |
$ | (2,249 | ) | $ | 53,897 | |||
Income from discontinued operations |
(5,675 | ) | (36,031 | ) | ||||
Net income from continuing operations |
(7,924 | ) | 17,866 | |||||
Adjustments to reconcile net income to cash provided by
operating activities: |
||||||||
Depreciation and amortization |
18,111 | 18,901 | ||||||
Deferred income taxes |
2,999 | (782 | ) | |||||
Stock-based compensation |
24,936 | 3,006 | ||||||
38,122 | 38,991 | |||||||
Changes in assets and liabilities, net of effects from
acquisitions, dispositions and the Separation: |
||||||||
Decrease (Increase) in accounts and notes receivable |
(5,896 | ) | (12,080 | ) | ||||
Decrease (Increase) in inventory |
(3,127 | ) | (8,080 | ) | ||||
Decrease (Increase) in other current assets |
(4,872 | ) | 633 | |||||
Increase (Decrease) in accounts payable |
954 | 16,184 | ||||||
Increase (Decrease) in accrued liabilities |
(2,294 | ) | (8,510 | ) | ||||
Increase (Decrease) in income taxes payable |
(646 | ) | (3 | ) | ||||
Other, net |
(2,773 | ) | 4,742 | |||||
Cash provided by (used for) operating activities from
continuing operations |
19,468 | 31,877 | ||||||
Cash provided by (used for) operating activities from
discontinued operations |
25,127 | 52,507 | ||||||
Cash provided by (used for) operating activities |
44,595 | 84,384 | ||||||
Investment activities: |
||||||||
Capital expenditures, net of retirements |
(6,941 | ) | (7,292 | ) | ||||
Cash provided by (used for) investing activities from
continuing operations |
(6,941 | ) | (7,292 | ) | ||||
Cash provided by (used for) investing activities from
discontinued operations |
34,113 | (107,515 | ) | |||||
Cash provided by (used for) investment activities |
27,172 | (114,807 | ) | |||||
Financing activities: |
||||||||
Repayments of long-term debt |
(1,264 | ) | (2,521 | ) | ||||
Funding from Separation |
27,755 | | ||||||
Transfers to Quanex Corporation |
(22,638 | ) | ||||||
Other, net |
(290 | ) | | |||||
Cash provided by (used for) financing activities from
continuing operations |
26,201 | (25,159 | ) | |||||
Cash provided by (used for) financing activities from
discontinued operations |
(46,183 | ) | 13,824 | |||||
Cash provided by (used for) financing activities |
(19,982 | ) | (11,335 | ) | ||||
Effect of exchange rate changes on cash and equivalents |
(56 | ) | 11 | |||||
LESS: (Increase) Decrease in cash and equivalents from
discontinued operations |
(13,057 | ) | 41,184 | |||||
Increase (Decrease) in cash and equivalents from continuing operations |
38,672 | (563 | ) | |||||
Beginning of period cash and equivalents |
1,778 | 2,247 | ||||||
End of period cash and equivalents |
$ | 40,450 | $ | 1,684 | ||||
10