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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-Q


                                   (Mark One)

             [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                 For the quarterly period ended April 30, 1994

                                       OR

             [ ]  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 1-5725


                               QUANEX CORPORATION
             (Exact name of registrant as specified in its charter)





         DELAWARE                                          38-1872178
(State or other jurisdiction of                         (I.R.S. Employer
incorporation or organization)                          Identification No.)

            1900 West Loop South, Suite 1500, Houston, Texas  77027
             (Address of principal executive offices and zip code)



      Registrant's telephone number, including area code:  (713) 961-4600




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 X   No


Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.


                Class                        Outstanding at April 30, 1994
                -----                        -----------------------------
Common Stock, par value $0.50 per share                 13,332,403





   2



                               QUANEX CORPORATION
                                     INDEX




Page No. -------- Part I. Financial Information: Item 1: Financial Statements Consolidated Balance Sheets - April 30, 1994 and October 31, 1993 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Consolidated Statements of Income - Three and Six Months Ended April 30, 1994 and 1993 . . . . . . . . . . . . . . . . . . . . . . 2 Consolidated Statements of Cash Flow - Six Months Ended April 30, 1994 and 1993 . . . . . . . . . . . . . . . . . . . . . . 3 Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . 4-6 Item 2: Management's Discussion and Analysis of Results of Operations and Financial Condition . . . . . . . . . . . . . . . . . . . 7-11 Part II. Other Information Item 4: Submission of Matters to a Vote of Security Holders . . . . . . . . . . . . . 12 Item 5: Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 Item 6: Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . . . . . . . 12 Exhibit 11 Computation of Earnings per Common Share
3 PART I. FINANCIAL INFORMATION Item 1. Financial Statements QUANEX CORPORATION CONSOLIDATED BALANCE SHEETS (IN THOUSANDS)
April 30, October 31, 1994 1993 ----------- ----------- (Unaudited) (Audited) ASSETS ------ Current assets: Cash and equivalents .................................. $ 10,400 $ 42,247 Short-term investments................................. 60,985 47,655 Accounts and notes receivable, net .................... 80,624 72,266 Inventories ........................................... 86,050 76,899 Deferred income taxes ................................. 3,866 3,875 Prepaid expenses ...................................... 1,359 468 --------- --------- Total current assets........................... 243,284 243,410 Property, plant and equipment ........................... 477,174 459,154 Less accumulated depreciation and amortization .......... (229,003) (216,808) --------- --------- Net property, plant and equipment ....................... 248,171 242,346 Goodwill, net ........................................... 33,490 33,964 Other assets ............................................ 10,430 9,147 --------- --------- $ 535,375 $ 528,867 ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY ------------------------------------ Current liabilities: Accounts payable ...................................... $ 64,736 $ 62,349 Income taxes payable .................................. 346 - Accrued expenses ...................................... 34,611 32,504 Current maturities of long-term debt .................. 115 219 --------- --------- Total current liabilities ..................... 99,808 95,072 Long-term debt .......................................... 128,400 128,476 Deferred pension credits ................................ 15,021 13,923 Deferred postretirement welfare benefits ................ 49,251 47,559 Deferred income taxes ................................... 17,973 18,061 --------- --------- Total liabilities ............................. 310,453 303,091 Stockholders' equity: Preferred stock, no par value ......................... 86,250 86,250 Common stock, $.50 par value .......................... 6,666 6,657 Additional paid-in capital ............................ 85,507 85,218 Retained earnings ..................................... 48,483 49,635 Adjustment for minimum pension liability............... (1,984) (1,984) --------- --------- Total stockholders' equity .................... 224,922 225,776 --------- --------- $ 535,375 $ 528,867 ========= =========
(1) 4 QUANEX CORPORATION CONSOLIDATED STATEMENTS OF INCOME (In thousands, except per share amounts)
Three Months Ended Six Months Ended April 30, April 30, ------------------------------ ------------------------------ 1994 1993 1994 1993 ------------ ------------ ------------ ------------ (Unaudited) Net sales ........................................ $ 172,235 $ 161,370 $ 321,757 $ 302,800 Cost and expenses: Cost of sales .................................. 151,852 144,996 287,044 274,791 Selling, general and administrative expense ...................................... 10,775 11,229 20,888 20,910 ------------ ------------ ------------ ------------ Operating income ................................. 9,608 5,145 13,825 7,099 Other income (expense): Interest expense ............................... (3,488) (3,371) (6,977) (6,776) Capitalized interest ........................... 861 412 1,617 676 Other, net ..................................... (468) 1,093 1,096 3,118 ------------ ------------ ------------ ------------ Income before income taxes ....................... 6,513 3,279 9,561 4,117 Income tax expense ............................... (2,736) (1,377) (4,016) (1,729) ------------ ------------ ------------ ------------ Net income ....................................... 3,777 1,902 5,545 2,388 Preferred dividends .............................. (1,483) (1,483) (2,967) (2,967) ------------ ------------ ------------ ------------ Net income attributable to common stockholders ............................ $ 2,294 $ 419 $ 2,578 $ (579) ============ ============ ============ ============ Primary earnings (loss) per common share ......... $ 0.17 $ 0.03 $ 0.19 $ (0.04) ============ ============ ============ ============ Weighted average shares outstanding .............. 13,446 13,607 13,431 13,626 ============ ============ ============ ============
(2) 5 QUANEX CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOW (In thousands)
Six Months Ended April 30, --------------------------------- 1994 1993 ----------- ------------ (Unaudited) Operating activities: Net income ........................................................ $ 5,545 $ 2,388 Adjustments to reconcile net income to cash provided by operating activities: Depreciation and amortization................................. 14,432 15,600 Facilities realignment accrual................................ (1,113) (1,962) Deferred income taxes......................................... (88) 1,198 Pension costs................................................. 1,098 991 Postretirement welfare benefits............................... 1,692 1,043 ----------- ----------- 21,566 19,258 Changes in assets and liabilities net of effects from acquisitions and dispositions: Decrease (increase) in accounts and notes receivable.......... (14,748) (1,651) Decrease (increase) in inventory ............................. (9,151) (4,457) Increase (decrease) in accounts payable ...................... 2,387 (6,498) Increase (decrease) in accrued expenses ...................... 2,107 250 Other, net.................................................... (536) 188 ----------- ----------- Cash provided (used) by operating activities............. 1,625 7,090 Investment activities: Capital expenditures, net of retirements .......................... (18,283) (16,163) Decrease (increase) in short-term investments ..................... (13,330) - Proceeds from the sale of Bellville Tube Division and Viking Metallurgical Subsidiary................... 6,390 16,375 Other, net ........................................................ (1,670) 3,448 ----------- ----------- Cash provided (used) by investment activities ........... (26,893) 3,660 ----------- ----------- Cash provided (used) by operating and investment activities ................................ (25,268) 10,750 Financing activities: Repayments of long-term debt ...................................... (180) (46) Dividends paid .................................................... (6,697) (6,788) Purchases of Quanex common stock................................... - (3,540) Other, net ........................................................ 298 124 ----------- ----------- Cash used by financing activities ....................... (6,579) (10,250) ----------- ----------- Increase (decrease) in cash and equivalents ......................... (31,847) 500 Cash and equivalents at beginning of period.......................... 42,247 96,858 ----------- ----------- Cash and equivalents at end of period ............................... $ 10,400 $ 97,358 =========== ============ Supplemental disclosure of cash flow information: Cash paid during the period for: Interest............................................................. $ 6,976 $ 7,002 Income taxes ........................................................ $ 3,796 $ 122
(3) 6 QUANEX CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Accounting Policies The interim consolidated financial statements of Quanex Corporation and subsidiaries are unaudited, but include all adjustments which the Company deems necessary for a fair presentation of its financial position and results of operations. Results of operations for interim periods are not necessarily indicative of results to be expected for the full year. All significant accounting policies conform to those previously set forth in the Company's fiscal 1993 Annual Report on Form 10-K, which is incorporated by reference. Certain amounts for prior periods have been reclassified in the accompanying consolidated financial statements to conform to 1994 classifications. 2. Inventories
April 30, October 31, 1994 1993 ---------- ---------- (In thousands) Inventories consist of the following: Inventories valued at lower of cost (principally LIFO method) or market: Raw materials . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $27,450 $25,474 Finished goods and work in process . . . . . . . . . . . . . . . . . . . 49,742 42,610 ------- ------- 77,192 68,084 Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,858 8,815 ------- ------- $86,050 $76,899 ======= =======
With respect to inventories valued using the LIFO method, replacement cost exceeded the LIFO value by approximately $12 million at April 30, 1994, and $10 million at October 31, 1993. 3. Long-Term Debt and Financing Arrangements At April 30, 1994, the Company had $125 million outstanding under its unsecured Long-Term Note Agreement (Senior Notes Agreement). The debt bears interest at the rate of 10.77% per annum, payable semi-annually. The Senior Notes Agreement will mature on August 23, 2000, and requires annual repayments of $20,833,000 beginning on August 23, 1995. At April 30, 1994, the Company had no amounts outstanding under its unsecured $48 million Revolving Credit and Letter of Credit Agreement (Bank Agreement). The Bank Agreement consists of a revolving line of credit (Revolver), renewable annually, which expires March 31, 1997, and up to $20 million for standby letters of credit, limited to the undrawn amount available under the Revolver. All borrowings under the Revolver bear interest, at the option of the Company, at either floating prime or a reserve adjusted Eurodollar rate. All of the above agreements contain customary affirmative and negative covenants which the Company must meet. As of April 30, 1994, the Company was in compliance with all of the covenants. (4) 7 4. Income Taxes The Company adopted Statement of Financial Accounting Standards ("SFAS") No. 109, "Accounting for Income Taxes", effective November 1, 1993. This Statement supersedes SFAS No. 96, "Accounting for Income Taxes", which was adopted by the Company in 1989. It was not necessary for the Company to record any adjustments for the cumulative effect of adopting SFAS No. 109. Deferred income taxes typically reflect (a) the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, and (b) alternative minimum tax, operating loss and tax credit carryforwards. Significant components of the Company's net deferred tax liability as of November 1, 1993 are as follows:
November 1, 1993 ----------- ($000) Deferred tax liabilities: Tax over book depreciation $ 38,690 Other 4,917 -------- 43,607 -------- Deferred tax assets: Employee benefit obligations 26,695 Reserves not currently deductible 2,726 -------- 29,421 -------- Net deferred tax liability $ 14,186 ========
At April 30, 1994, $3,866,000 of deferred tax assets were classified as a current asset and included in "Deferred income taxes" on the Consolidated Balance Sheet. No valuation allowance was required for deferred tax assets at either November 1, 1993 or April 30, 1994. (5) 8 QUANEX CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 5. Industry Segment Information Quanex is principally a specialty metals producer. The Company's operations primarily consist of four segments: hot rolled steel bars, cold finished steel bars, steel tubes, and aluminum building products.
Cold Three Months Ended Hot Rolled Finished Steel Alum. Bldg. Consoli- April 30, 1994 Steel Bars Steel Bars Tubes Products Other(1) dated - - ----------------------------------------------------------------------------------------------------------------- (in thousands) Units shipped: To unaffiliated companies ....... 114.2 Tons 49.5 Tons 20.1 Tons 35,504 Lbs. Intersegment .................... 7.8 - - - -------- -------- -------- -------- Total............................. 122.0 Tons 49.5 Tons 20.1 Tons 35,504 Lbs. ======== ======== ======== ======== Net Sales: To unaffiliated companies ....... $ 59,066 $ 43,259 $ 26,016 $ 43,894 $ - $ 172,235 Intersegment(2).................. 4,172 - 1 - (4,173) - -------- -------- -------- -------- -------- --------- Total............................. $ 63,238 43,259 26,017 43,894 (4,173) 172,235 ======== ======== ======== ======== ======== ========= Operating income (loss) .......... $ 8,421 $ 2,713 $ 1,383 $ 408 $ (3,317) $ 9,608 ======== ======== ======== ======== ======== =========
Cold Three Months Ended Hot Rolled Finished Steel Alum. Bldg. Consoli- April 30, 1993 Steel Bars Steel Bars Tubes(3) Products Other(1) dated - - ----------------------------------------------------------------------------------------------------------------- Units shipped: To unaffiliated companies ....... 109.7 Tons 46.1 Tons 38.1 Tons 26,580 Lbs. Intersegment .................... 6.8 - - - -------- -------- -------- -------- Total............................. 116.5 Tons 46.1 Tons 38.1 Tons 26,580 Lbs. ======== ======== ======== ======== Net Sales: To unaffiliated companies ....... $ 51,037 $ 37,714 $ 36,637 $ 34,410 $ 1,572 $ 161,370 Intersegment(2).................. 3,392 - - - (3,392) - -------- -------- -------- -------- -------- --------- Total............................. $ 54,429 37,714 36,637 34,410 (1,820) 161,370 ======== ======== ======== ======== ======== ========= Operating income (loss) .......... $ 5,280 $ 1,794 $ 3,478 $ (948) $ (4,459) $ 5,145 ======== ======== ======== ======== ======== =========
Cold Six Months Ended Hot Rolled Finished Steel Alum. Bldg. Consoli- April 30, 1994 Steel Bars Steel Bars Tubes Products Other(1) dated - - ----------------------------------------------------------------------------------------------------------------- Units shipped: To unaffiliated companies ....... 223.7 Tons 93.1 Tons 39.3 Tons 60,086 Lbs. Intersegment .................... 14.5 - - - -------- -------- -------- -------- Total............................. 238.2 Tons 93.1 Tons 39.3 Tons 60,086 Lbs. ======== ======== ======== ======== Net Sales: To unaffiliated companies ....... $112,969 $ 80,426 $ 52,172 $ 76,190 $ - $ 321,757 Intersegment(2).................. 7,916 - - - (7,916) - -------- -------- -------- -------- -------- --------- Total............................. $120,885 80,426 52,172 76,190 (7,916) 321,757 ======== ======== ======== ======== ======== ========= Operating income $ 14,382 $ 4,283 $ 3,116 $ (1,721) $ (6,235) $ 13,825 ======== ======== ======== ======== ======== =========
Cold Six Months Ended Hot Rolled Finished Steel Alum. Bldg. Consoli- April 30, 1993 Steel Bars Steel Bars Tubes(3) Products Other(1) dated - - ----------------------------------------------------------------------------------------------------------------- Units shipped: To unaffiliated companies ....... 205.9 Tons 85.2 Tons 75.5 Tons 46,233 Lbs. Intersegment .................... 12.7 - - - -------- -------- -------- -------- Total............................. 218.6 Tons 85.2 Tons 75.5 Tons 46,233 Lbs. ======== ======== ======== ======== Net Sales: To unaffiliated companies(2)..... $ 95,840 $ 69,389 $ 70,301 $ 61,105 $ 6,165 $ 302,800 Intersegment .................... 6,523 - - - (6,523) - -------- -------- -------- -------- -------- --------- Total............................. $102,363 69,389 70,301 61,105 (358) 302,800 ======== ======== ======== ======== ======== ========= Operating income.................. $ 9,864 $ 2,844 $ 5,681 $ (4,728) $ (6,562) $ 7,099 ======== ======== ======== ======== ======== =========
(1) Included in "Other" are intersegment eliminations, Viking Metallurgical Corporation (for the three and six months ended April 30, 1993), and corporate expenses. (2) Intersegment sales are conducted on an arm's-length basis. (3) Includes Bellville Tube Division which was sold during the second quarter of fiscal 1993. (6) 9 Item 2 - Management's Discussion and Analysis of Results of Operations and Financial Condition RESULTS OF OPERATIONS The Company classifies its operations into four business segments: hot rolled steel bars, cold finished steel bars, steel tubes and aluminum building products. The Company's products are marketed to the industrial machinery and capital equipment industries, the transportation industry, the energy processing industry and the home building and remodeling industries. Results for the first two quarters of fiscal 1994 reflect improved market conditions in the Company's steel bar businesses, and lower costs per unit at those businesses resulting from higher volume and the effects of cost reduction programs. Results for the Company's steel tube businesses reflect the absence of operating income from Bellville Tube Division, which was sold in fiscal 1993, and increased pressure from imports on certain products. Partially offsetting these items was improved demand and prices in automotive related business. Results for the Company's aluminum building products business also improved but continued to be affected by excess supplies of aluminum ingot. Although excess supplies of ingot have reduced the Company's raw material costs, declines in prices for the Company's finished products have exceeded the benefit of the lower raw material costs, resulting in lower margins. Also affecting the aluminum building products business was the continued loss of sales related to a fire that occurred during the fourth quarter of fiscal 1993 at the Company's Lincolnshire facility. The improved results in the Company's steel bar businesses were partially related to the continued recovery in the United States economy, which has resulted in increased prices and demand. Continued improved financial results will be dependent upon, among other things, whether improvements in the economy are sustained and whether such improvements will continue to be felt in the Company's other businesses. The Company currently expects that its results for the steel bar businesses for the third quarter ending July 31, 1994 should continue to reflect strong demand but will be seasonally slower than the second quarter. The steel tube business is expected to continue to experience volume and pricing pressures related to higher levels of imported tubing. Improved results in the Company's aluminum building products business will be largely dependent upon improvements in selling prices relative to the cost of raw materials and increasing sales and market penetration for aluminum products from the Company's aluminum mini-mill that began commercial operations in July 1992. (7) 10 Item 2 - Management's Discussion and Analysis of Results of Operations and Financial Condition (continued) The following table sets forth selected operating data for the Company's four businesses:
Three Months Ended Six Months Ended April 30, April 30, ------------------------- ------------------------- 1994 1993 1994 1993 -------- -------- -------- -------- (In thousands) Hot Rolled Steel Bars: Units shipped (Tons)........... 122.0 116.5 238.2 218.6 Net Sales...................... $ 63,238 $ 54,429 $120,885 $102,363 Operating income............... $ 8,421 $ 5,280 $ 14,382 $ 9,864 Depreciation and amortization.. $ 3,285 $ 3,195 $ 6,570 $ 6,390 Identifiable assets............ $162,189 $146,623 $162,189 $146,623 Cold Finished Steel Bars: Units shipped (Tons)........... 49.5 46.1 93.1 85.2 Net Sales...................... $ 43,259 $ 37,714 $ 80,426 $ 69,389 Operating income............... $ 2,713 $ 1,794 $ 4,283 $ 2,844 Depreciation and amortization.. $ 331 $ 316 $ 674 $ 631 Identifiable assets............ $ 54,367 $ 44,226 $ 54,367 $ 44,226 Steel Tubes: Units shipped (Tons)........... 20.1 38.1 39.3 75.5 Net Sales...................... $ 26,017 $ 36,637 $ 52,172 $ 70,301 Operating income............... $ 1,383 $ 3,478 $ 3,116 $ 5,681 Depreciation and amortization.. $ 503 $ 842 $ 1,027 $ 1,706 Identifiable assets............ $ 41,621 $ 38,009 $ 41,621 $ 38,009 Aluminum Building Products: Units shipped (Pounds)......... 35,504 26,580 60,086 46,233 Net Sales...................... $ 43,894 $ 34,410 $ 76,190 $ 61,105 Operating income............... $ 408 $ (948) $ (1,721) $ (4,728) Depreciation and amortization.. $ 3,027 $ 3,183 $ 5,991 $ 6,114 Identifiable assets............ $211,458 $198,074 $211,458 $198,074
Consolidated net sales for the quarter and six months ended April 30, 1994, were $172.2 million and $321.8 million, respectively, representing an increase in second quarter sales of $10.9 million, or 6.7%, and an increase in year-to-date sales of $19.0 million, or 6.3%, when compared to the three and six month periods last year. The increase is due to improvements in the economy and increases in demand which resulted in higher average selling prices in the Company's steel businesses. The Company realized these increases in sales despite the absence of $11.5 million and $25.8 million in sales, respectively, during the first and second quarter of fiscal 1993 from businesses sold last year. Net sales from the Company's hot rolled steel bar business for the quarter and six months ended April 30, 1994, were $63.2 million and $120.9 million, respectively, as compared to $54.4 million and $102.4 million, respectively, for the same 1993 periods. These results represent increases of $8.8 million, or 16.2%, and $18.5 million, or 18.1%, respectively, as compared to the 1993 periods. These increases are attributable to improved demand, particularly in the automotive and truck markets, and higher average selling prices. The Company's hot rolled steel bar business is currently operating near capacity. Net sales from the Company's cold finished steel bar business for the quarter and six months ended April 30, 1994, were $43.3 million and $80.4 million, respectively, as compared to $37.7 million and $69.4 million, respectively, for the same 1993 periods. This represents increases of $5.5 million, or 14.7%, and $11.0 million, or 15.9%, respectively, as compared to the same 1993 periods. These increases are also attributable to improved demand and higher selling prices. (8) 11 Item 2 - Management's Discussion and Analysis of Results of Operations and Financial Condition (continued) Net sales from the Company's steel tube business for the quarter and six months ended April 30, 1994, were $26.0 million and $52.2 million, respectively, as compared to $36.6 million and $70.3 million, respectively, for the same 1993 periods. This represents decreases of $10.6 million, or 29.0%, and $18.1 million, or 25.8%, respectively, as compared to the same 1993 periods. However, net sales for the quarter and six months ended April 30, 1993, included revenues from Bellville Tube Division that was sold in April of 1993. Excluding the net sales of Bellville Tube Division from the 1993 data, net sales decreased by $678 thousand, or 2.5%, for the quarter ended April 30, and increased by $1.5 million, or 2.9%, for the six months ended April 30. The steel tube business was adversely affected during the quarter by increased foreign competition and lower prices for certain products. The increased pressure from imports on certain products was partially offset by improved demand and prices in automotive related business. Net sales from the Company's aluminum building products business for the quarter and six months ended April 30, 1994, were $43.9 million and $76.2 million, respectively, as compared to $34.4 million and $61.1 million, respectively, for the comparative 1993 periods. This represents increases of $9.5 million, or 27.6%, and $15.1 million, or 24.7%, respectively, as compared to the 1993 periods. This increase is attributable to improved demand related to the improving economy and improved market penetration. Improved sales were partially offset by declines in average selling prices of approximately 4% for the three and six months ended April 30, 1994, as compared to the corresponding 1993 periods. Consolidated operating income for the quarter and six months ended April 30, 1994, was $9.6 million and $13.8 million, respectively, as compared to $5.1 million and $7.1 million, respectively, for the comparative 1993 periods. This represents increases of $4.5 million, or 86.7%, and $6.7 million, or 94.7%, respectively, as compared to the same 1993 periods. This increase is principally due to higher net sales combined with lower costs per unit primarily related to operating at higher levels of volume and cost reduction programs. Included in the quarter and six months ended April 30, 1993, is $1.3 million and $2.7 million, respectively, of operating income from the Company's Bellville Tube Division and Viking Metallurgical subsidiary which were sold during the second quarter of fiscal 1993. Operating income from the Company's hot rolled steel bar business for the quarter and six months ended April 30, 1994, was $8.4 million and $14.4 million, respectively, as compared to $5.3 million and $9.9 million, respectively, for the comparative 1993 periods. This represents increases of $3.1 million, or 59.5%, and $4.5 million, or 45.8%, respectively, as compared to the 1993 periods. This increase is due to higher net sales as well as lower variable costs per ton. Operating income from the Company's cold finished steel bar business for the quarter and six months ended April 30, 1994, was $2.7 million and $4.3 million, respectively, as compared to $1.8 million and $2.8 million, respectively, for the same 1993 periods. This represents increases of $919 thousand, or 51.2%, and $1.4 million, or 50.6%, respectively, as compared to the 1993 periods. This increase is primarily due to higher net sales and lower variable costs per ton. Operating income from the Company's steel tube business for the quarter and six months ended April 30, 1994, was $1.4 million and $3.1 million, respectively, as compared to $3.5 million and $5.7 million, respectively, for the comparative 1993 periods. This represents decreases of $2.1 million, or 60.2%, and $2.6 million, or 45.2%, respectively, as compared to the 1993 periods. Operating income for the quarter and six months ended April 30, 1993 included the Company's Bellville Tube Division, which was sold in April of 1993. After excluding the impact of the Bellville Tube Division, operating income for the six months ended April 30, 1994, was down 10% as compared to the same period in 1993. This decline was attributable to lower sales and prices in certain markets. Results for the Company's aluminum building products business for the quarter and six months ended April 30, 1994, were $408 thousand operating income and an (9) 12 Item 2 - Management's Discussion and Analysis of Results of Operations and Financial Condition (continued) operating loss of $1.7 million, respectively, as compared to operating losses of $948 thousand and $4.7 million, respectively, for the comparative 1993 periods. This represents improvements of $1.4 million and $3.0 million, respectively, as compared to the 1993 periods. This increase is due to higher sales of aluminum mill finished sheet and an improved product mix. Selling, General and Administrative Expenses and Interest Expense for the 1994 periods were both relatively flat as compared to the same 1993 periods. However, Selling, General and Administrative Expenses for 1994 periods declined as a percentage of net sales from that experienced during the 1993 periods. Net income attributable to common shareholders for the quarter and six months ended April 30, 1994, was $2.3 million and $2.6 million, respectively, as compared to $419 thousand and a loss of $579 thousand, respectively, for the 1993 periods. This represents increases of $1.9 million and $3.2 million, respectively, as compared to the same 1993 periods, after deducting preferred dividends of $1.5 million and $3.0 million, respectively, from both periods. The improvement is primarily attributable to improved operating income. Included in net income for the quarter ended April 30, 1994 are two unusual items which were classified as "other, net" in the income statement. Based on current interest rates, the Company accrued the maximum potential loss of $1.7 million on its interest rate swap contracts to be settled in August 1995. Offsetting this was $1.0 million to recognize partial reimbursement of a business interruption loss related to a fire at the Company's Lincolnshire facility in August 1993. Included in net income for the six months ended April 30, 1993 is a $1.4 million gain on the settlement of financing contracts. Interest income, classified as "other, net", was $600 thousand and $1.5 million, respectively, for the quarter and six months ended April 30, 1994, as compared to $1.8 million and $3.0 million, respectively, excluding the gain on the settlement of financing contracts, for the comparative 1993 periods. The decrease in interest income is primarily due to lower yields on the Company's short-term investments and because average cash available for investment was lower in 1994 as compared to 1993. Net income attributable to common stockholders continues to be affected by dividend obligations associated with the $86.3 million in preferred stock issued in the third quarter of fiscal 1992, the proceeds of which have not yet been fully deployed in the Company's business operations. Until the Company's excess cash is invested in the business, the Company is expected to experience a negative financing cost arbitrage on the uninvested funds. LIQUIDITY AND CAPITAL RESOURCES The Company's principal sources of funds are cash on hand, cash flow from operations, and, if needed, borrowings under a $48 million unsecured revolving credit facility with a group of banks (the "Bank Agreement"). All borrowings under the Bank Agreement bear interest, at the option of the Company, at either floating prime or a reserve adjusted Eurodollar rate. The Bank Agreement contains customary affirmative and negative covenants and requirements to maintain a minimum consolidated tangible net worth, as defined. The Bank Agreement limits the payment of dividends and certain restricted investments. There were no outstanding borrowings under the Bank Agreement at April 30, 1994 and $104,000 of outstanding letters of credit. As of April 30, 1994, the Company was in compliance with all Bank Agreement covenants. At April 30, 1994, the Company had $125,000,000 outstanding under its unsecured Long-Term Note Agreement ("Senior Notes Agreement"). The debt bears interest at the rate of 10.77% per annum, payable semi-annually. The Senior Notes Agreement will mature on August 23, 2000, and requires annual repayments of $20,833,000 beginning on August 23, 1995. The Senior Notes Agreement (10) 13 Item 2 - Management's Discussion and Analysis of Results of Operations and Financial Condition (continued) contains customary affirmative and negative covenants, as well as requirements to maintain a minimum capital base, as defined. As of April 30, 1994, the Company was in compliance with all Senior Notes Agreement covenants. In addition, the Senior Notes Agreement limits the payment of dividends and certain restricted investments. Management believes that cash flow from operations, cash reserves, and, if necessary, additional borrowings will be sufficient to make all interest and principal payments related to the Senior Notes Agreement. At April 30, 1994, the Company had commitments of $16 million for the purchase or construction of capital assets, primarily at its Nichols-Homeshield and MacSteel divisions. The Company's $52 million Phase II MacSteel Ultra Clean Steel Program, which commenced in June 1992, is expected to be completed in early 1995. The Company's $9 million in capital additions at its Nichols- Homeshield division is expected to be completed in July 1994. The Company expects to fund its capital expenditures through cash flow from operations, existing cash balances, proceeds from short-term investments and, if necessary, from borrowings under the Bank Agreement. The Company is currently reviewing various alternatives with respect to the use of its excess available cash, including a possible business acquisition. Although the Company does not currently have any agreements for such an acquisition, any such acquisition would likely involve the use of a substantial portion of the Company's excess available cash as well as additional borrowings if necessary or desirable. In management's opinion, the Company currently has sufficient funds and adequate financial sources available to meet its anticipated liquidity needs. Management believes that cash flow from operations, cash balances, short-term investments and available borrowings will be sufficient for the foreseeable future to finance anticipated capital expenditures, debt service requirements, including interest expense, debt retirement obligations, and dividends. Operating Activities Cash provided by operating activities during the six months ended April 30, 1994, was $1.6 million. This represents a decrease of $5.5 million as compared to the same 1993 period. This decrease reflects improved operating results, offset by increased working capital requirements. Investment Activities Net cash used by investment activities during the six months ended April 30, 1994 was $26.9 million as compared to net cash provided by investment activities of $3.7 million for the same 1993 period. The six months ended April 30, 1994, includes increases in short-term investments of $13.3 million. The six months ended April 30, 1993, includes the proceeds from the sale of Bellville Tube Division and Viking Metallurgical Subsidiary of $16.4 million as compared to $6.4 million of proceeds received in 1994. Capital expenditures for the six months ended April 30, 1994 were $18.3 million as compared to $16.2 million for the same 1993 period. The Company estimates that fiscal 1994 capital expenditures will approximate $40 to $50 million. Financing Activities Cash used by financing activities for the six months ended April 30, 1994 was $6.6 million, principally consisting of $3.7 million in common dividends and $3.0 million in preferred dividends. This represents a decrease of $3.7 million from the same 1993 period. Uses of cash during 1993 included $3.5 million in purchases of the Company's common stock. CHANGE IN ACCOUNTING In February 1992, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards ("FAS") No. 109, "Accounting for Income Taxes" ("FAS 109"), which modifies and replaces FAS No. 96, "Accounting for Income Taxes". The Company adopted FAS 109 effective November 1, 1993. It was not necessary for the Company to record any adjustments for the cumulative effect of adopting FAS 109. (11) 14 PART II. OTHER INFORMATION Item 4 - Submission of Matters to a Vote of Security Holders. On February 24, 1994, the Company held its regular Annual Meeting of Stockholders (the "Annual Meeting"). At the Annual Meeting, Robert C. Snyder and John D. O'Connell were reelected as directors for a three year term. The following sets forth the number of shares that voted for and for which votes were withheld for the election of each of such persons:
For Withheld ---------- ---------- Robert C. Snyder 11,478,809 49,391 John D. O'Connell 11,468,144 60,056
In addition, at the Annual Meeting, the stockholders of the Company ratified the appointment of Deloitte & Touche as the Company's independent auditors and approved the adoption of the Quanex Corporation 1994 Employee Stock Option Plan. The ratification of Deloitte & Touche as the Company's independent auditors was approved with 11,454,865 votes cast for approval, 31,982 votes cast against and 41,353 abstentions. The Quanex Corporation 1994 Employee Stock Option Plan was approved with 9,797,194 votes cast for approval, 1,583,311 votes cast against and 144,815 abstentions. Because all of the matters presented at the Annual Meeting were matters for which brokers had discretionary authority to vote the shares held by them for their clients, there were no broker non-votes. Item 5 - Other Information. None Item 6 - Exhibits and Reports on Form 8-K. (a) Exhibit 11 - Statement re computation of earnings per share. (b) No reports on Form 8-K were filed by the Company during the quarter for which this report is being filed. (12) 15 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. QUANEX CORPORATION /s/ VIREN M. PARIKH Viren M. Parikh Controller (Chief Accounting Officer) Date June 9, 1994 (13) 16 Exhibit Index
Exhibit Number Description Page Number - - -------------- ----------- ----------- 11 Computation of Earnings per Share
   1
                                                                  EXHIBIT 11


                               QUANEX CORPORATION
                    COMPUTATION OF EARNINGS PER COMMON SHARE
                    (In thousands, except per share amounts)

Three Months Ended Six Months Ended April 30, April 30, ---------------------------- ---------------------------- 1994 1993 1994 1993 ----------- ----------- ----------- ----------- (Unaudited) Net income (loss) .................................... $ 3,777 $ 1,902 $ 5,545 $ 2,388 Preferred dividend requirements ...................... (1,483) (1,483) (2,967) (2,967) ----------- ----------- ----------- ----------- Net income attributable to common stockholders ................................ $ 2,294 $ 419 $ 2,578 $ (579) =========== =========== =========== =========== Weighted average shares outstanding-primary ................................ 13,446 13,607 13,431 13,626 =========== =========== =========== =========== Earnings (loss) per common share - primary ........... 0.17 0.03 0.19 (0.04) =========== =========== =========== =========== Net income (loss) .................................... $ 3,777 $ 1,902 $ 5,545 $ 2,388 Weighted average shares outstanding-primary ................................ 13,446 13,607 13,431 13,626 Effect of common stock equivalents arising from stock options ......................... 8 84 20 95 Preferred stock assumed converted to common stock .................................... 2,738 2,738 2,738 2,738 ----------- ----------- ----------- ----------- Weighted average shares outstanding-fully diluted .......................... 16,192 16,429 16,189 16,459 =========== =========== =========== =========== Earnings (loss) per common share - assuming full dilution ...................................... $ 0.23 $ 0.12 $ 0.34 $ 0.15 =========== =========== =========== ===========