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): December 4, 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) |
Registrant’s 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 December 4, 2008, Quanex Building Products Corporation (the “Company”) issued a press release (the “Press Release”) reporting its earnings results for the fiscal fourth quarter and 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 contains “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 Company’s future performance, please refer to the Company’s Information Statement attached as Exhibit 99.1 to the Company’s 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Retirement of Director
As previously announced last May, Mr. Raymond A. Jean retired from his role as Executive Chairman and a member of the Board of Directors of Quanex Building Products Corporation, on December 4, 2008.
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 December 4, 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) |
||
December 4, 2008 | /s/ Brent L. Korb | |
(Date) | Brent L. Korb Senior Vice President – Finance and Chief Financial Officer (Principal Financial Officer) |
Exhibit Index
99.1 | Press Release dated December 4, 2008 |
Quanex Building Products | News Release |
| David D. Petratis, the companys president and chief executive officer, assumed the additional role of chairman of the board upon the planned retirement of Raymond A. Jean, effective December 5. | |
| Jairaj T. Chetnani joined the company as vice president and treasurer effective December 1. | |
| Net sales in the quarter were $246.3 million versus $255.5 million in the year ago quarter. 2008 net sales were $868.9 million compared to $964 million in 2007. | |
| Cash provided by operating activities from continuing operations in 2008 was $53 million. | |
| Capital expenditures for the fiscal year were $15.8 million. | |
| Cash and equivalents less debt totaled $65 million at year end. | |
| LIFO transactions: recorded a fourth quarter LIFO gain of $5.1 million ($3.1 million after tax, $0.08 per diluted share). For 2008, recorded a LIFO charge of $0.4 million ($0.2 million after tax, $0.01 per diluted share). LIFO activity in 2008 was primarily associated with the aluminum sheet business. | |
| Spinoff related costs: recorded fiscal 2008 costs of $26.5 million ($14.7 million after tax, $0.38 per diluted share). |
1
4th qtr 2008 | 4th qtr 2007 | FY 2008 | FY 2007 | |||||||||||||
Net Sales |
$ | 112.9 | $ | 123.9 | $ | 407.9 | $ | 457.8 | ||||||||
Operating Inc. |
$ | 10.1 | $ | 13.2 | $ | 29.9 | $ | 43.8 |
4th qtr 2008 | 4th qtr 2007 | FY 2008 | FY 2007 | |||||||||||||
Net Sales |
$ | 139.0 | $ | 136.1 | $ | 479.9 | $ | 524.2 | ||||||||
Operating Inc. |
$ | 12.6 | $ | 18.3 | $ | 40.3 | $ | 65.7 | ||||||||
Shipped pounds |
81 | 84 | 285 | 311 |
2
3
Three months ended October 31, | Twelve months ended October 31, | |||||||||||||||||||||||||||||||
2008 | 2007 | 2008 | 2007 | |||||||||||||||||||||||||||||
(in millions except | Net | Diluted | Net | Diluted | Net | Diluted | Net | Diluted | ||||||||||||||||||||||||
diluted EPS) | Income | EPS | Income | EPS | Income | EPS | Income | EPS | ||||||||||||||||||||||||
Income from continuing operations, as reported |
$ | 15.0 | $ | 0.40 | $ | 17.6 | $ | 0.44 | $ | 15.9 | $ | 0.41 | $ | 57.1 | $ | 1.45 | ||||||||||||||||
LIFO charge (income) |
(3.1 | ) | (0.08 | ) | (0.3 | ) | | 0.2 | 0.01 | (0.8 | ) | (0.03 | ) | |||||||||||||||||||
After-tax reconciling items associated with the
companys spinoff: |
||||||||||||||||||||||||||||||||
Stock based compensation expense |
| | | | 13.7 | 0.36 | | | ||||||||||||||||||||||||
Transaction costs |
| | | | 2.9 | 0.08 | | | ||||||||||||||||||||||||
Executive incentives & other
benefits |
| | | | 0.5 | | | | ||||||||||||||||||||||||
Selling, general & administrative
expense |
| | | | 17.1 | 0.44 | | | ||||||||||||||||||||||||
Rabbi trust merger consideration |
| | | | (2.4 | ) | (0.06 | ) | | | ||||||||||||||||||||||
Total after-tax spinoff related
costs |
| | | | 14.7 | 0.38 | | | ||||||||||||||||||||||||
Income from continuing operations, excluding
LIFO & spinoff related costs |
$ | 11.9 | $ | 0.32 | $ | 17.3 | $ | 0.44 | $ | 30.8 | $ | 0.80 | $ | 56.3 | $ | 1.42 | ||||||||||||||||
Diluted weighted average common shares
outstanding (in thousands) |
37,466 | 39,703 | 38,528 | 39,509 |
4
5
Three months ended | Twelve months ended | |||||||||||||||
October 31, | October 31, | |||||||||||||||
2008 | 2007 | 2008 | 2007 | |||||||||||||
Net sales: |
||||||||||||||||
$ | 112,866 | $ | 123,866 | Engineered Products |
$ | 407,896 | $ | 457,764 | ||||||||
139,037 | 136,123 | Aluminum Sheet Products |
479,925 | 524,215 | ||||||||||||
251,903 | 259,989 | Building Products |
887,821 | 981,979 | ||||||||||||
(5,558 | ) | (4,463 | ) | Eliminations |
(18,888 | ) | (18,005 | ) | ||||||||
$ | 246,345 | $ | 255,526 | Net sales |
$ | 868,933 | $ | 963,974 | ||||||||
Operating income: |
||||||||||||||||
$ | 10,101 | $ | 13,220 | Engineered Products |
$ | 29,881 | $ | 43,815 | ||||||||
12,565 | 18,330 | Aluminum Sheet Products |
40,260 | 65,732 | ||||||||||||
22,666 | 31,550 | Building Products |
70,141 | 109,547 | ||||||||||||
1,332 | (4,152 | ) | *Corporate and Other |
(49,160 | ) | (21,378 | ) | |||||||||
$ | 23,998 | $ | 27,398 | *Operating Income (Loss) |
$ | 20,981 | $ | 88,169 | ||||||||
* | Corporate and Other and Operating Income for the three and twelve months ended October 31, 2008 include | |
$5.1 million LIFO income and $0.4 million LIFO expense, respectively. In addition, Corporate and Other and | ||
Operating Income for the twelve months ended October 31, 2008 include $26.5 million of special charges | ||
associated with the spin-off / merger transaction which predominantly occurred in the second quarter of 2008. |
6
Three months ended | Twelve months ended | |||||||||||||||
October 31, | October 31, | |||||||||||||||
2008 | 2007 | 2008 | 2007 | |||||||||||||
$ | 246,345 | $ | 255,526 | Net sales |
$ | 868,933 | $ | 963,974 | ||||||||
199,080 | 201,389 | Cost of sales (exclusive of items shown separately below) |
717,376 | 767,138 | ||||||||||||
14,822 | 16,325 | Selling, general and administrative expense |
95,504 | 70,676 | ||||||||||||
8,445 | 10,414 | Depreciation and amortization |
35,072 | 37,991 | ||||||||||||
23,998 | 27,398 | Operating income (loss) |
20,981 | 88,169 | ||||||||||||
(124 | ) | (139 | ) | Interest expense |
(480 | ) | (591 | ) | ||||||||
312 | 124 | Other, net |
5,188 | 383 | ||||||||||||
24,186 | 27,383 | Income (loss) from continuing operations before income taxes |
25,689 | 87,961 | ||||||||||||
(9,176 | ) | (9,774 | ) | Income tax expense |
(9,785 | ) | (30,830 | ) | ||||||||
15,010 | 17,609 | Income (loss) from continuing operations |
15,904 | 57,131 | ||||||||||||
| 24,470 | Income (loss) from discontinued operations, net of taxes |
5,675 | 77,491 | ||||||||||||
$ | 15,010 | $ | 42,079 | Net income (loss) |
$ | 21,579 | $ | 134,622 | ||||||||
Basic earnings per common share: |
||||||||||||||||
$ | 0.40 | $ | 0.47 | Earnings (loss) from continuing operations |
$ | 0.43 | $ | 1.54 | ||||||||
$ | | $ | 0.66 | Income (loss) from discontinued operations |
$ | 0.15 | $ | 2.10 | ||||||||
$ | 0.40 | $ | 1.13 | Basic earnings (loss) per common share |
$ | 0.58 | $ | 3.64 | ||||||||
Diluted earnings per common share: |
||||||||||||||||
$ | 0.40 | $ | 0.44 | Earnings (loss) from continuing operations |
$ | 0.41 | $ | 1.45 | ||||||||
$ | | $ | 0.62 | Income (loss) from discontinued operations |
$ | 0.15 | $ | 1.96 | ||||||||
$ | 0.40 | $ | 1.06 | Diluted earnings (loss) per share |
$ | 0.56 | $ | 3.41 | ||||||||
Weighted average common shares outstanding: |
||||||||||||||||
37,333 | 37,075 | Basic |
37,274 | 36,982 | ||||||||||||
37,466 | 39,703 | Diluted |
38,528 | 39,509 |
7
October 31, | October 31, | |||||||
2008 | 2007 | |||||||
Assets |
||||||||
$ | 67,413 | Cash and equivalents |
$ | 1,778 | ||||
101,211 | Accounts and notes receivable, net |
80,095 | ||||||
63,848 | Inventories, net |
53,556 | ||||||
10,932 | Deferred income taxes |
5,370 | ||||||
6,239 | Other current assets |
4,372 | ||||||
| Current assets of discontinued operations |
431,326 | ||||||
249,643 | Total current assets |
576,497 | ||||||
157,389 | Property, plant and equipment, net |
173,590 | ||||||
3,875 | Deferred income taxes |
| ||||||
196,338 | Goodwill |
196,385 | ||||||
62,476 | Intangible assets, net |
68,199 | ||||||
11,126 | Other assets |
9,225 | ||||||
| Assets of discontinued operations |
310,926 | ||||||
$ | 680,847 | Total assets |
$ | 1,334,822 | ||||
Liabilities and stockholders equity |
||||||||
$ | 79,512 | Accounts payable |
$ | 68,167 | ||||
38,316 | Accrued liabilities |
37,102 | ||||||
| Income taxes payable |
| ||||||
363 | Current maturities of long-term debt |
1,464 | ||||||
| Current liabilities of discontinued operations |
242,570 | ||||||
118,191 | Total current liabilities |
349,303 | ||||||
2,188 | Long-term debt |
2,551 | ||||||
| Deferred income taxes |
34,457 | ||||||
2,485 | Non-current environmental reserves |
4,239 | ||||||
10,155 | Other liabilities |
13,889 | ||||||
| Liabilities of discontinued operations |
47,234 | ||||||
133,019 | Total liabilities |
451,673 | ||||||
547,828 | Total stockholders equity |
883,149 | ||||||
$ | 680,847 | Total liabilities and stockholders equity |
$ | 1,334,822 | ||||
8
Twelve months ended | ||||||||
October 31, | ||||||||
2008 | 2007 | |||||||
Operating activities: |
||||||||
Net income |
$ | 21,579 | $ | 134,622 | ||||
Income from discontinued operations |
(5,675 | ) | (77,491 | ) | ||||
Net income from continuing operations |
15,904 | 57,131 | ||||||
Adjustments to reconcile net income to cash provided by
operating activities: |
||||||||
Depreciation and amortization |
35,111 | 38,000 | ||||||
Deferred income taxes |
2,984 | 796 | ||||||
Stock-based compensation |
26,378 | 4,925 | ||||||
80,377 | 100,852 | |||||||
Changes in assets and liabilities, net of effects from
acquisitions, dispositions and the Separation: |
||||||||
Decrease (Increase) in accounts and notes receivable |
(21,495 | ) | (1,140 | ) | ||||
Decrease (Increase) in inventory |
(10,398 | ) | 2,012 | |||||
Decrease (Increase) in other current assets |
(390 | ) | 177 | |||||
Increase (Decrease) in accounts payable |
11,406 | (868 | ) | |||||
Increase (Decrease) in accrued liabilities |
(3,285 | ) | (2,356 | ) | ||||
Increase (Decrease) in income taxes payable |
1,088 | (736 | ) | |||||
Increase (Decrease) in deferred pension and postretirement benefits |
(2,515 | ) | 2,851 | |||||
Other, net |
(1,824 | ) | 3,518 | |||||
Cash provided by (used for) operating activities from
continuing operations |
52,964 | 104,310 | ||||||
Cash provided by (used for) operating activities from
discontinued operations |
25,127 | 119,764 | ||||||
Cash provided by (used for) operating activities |
78,091 | 224,074 | ||||||
Investing activities: |
||||||||
Capital expenditures, net of retirements |
(15,815 | ) | (15,904 | ) | ||||
Other, net |
(23 | ) | | |||||
Cash provided by (used for) investing activities from
continuing operations |
(15,838 | ) | (15,904 | ) | ||||
Cash provided by (used for) investing activities from
discontinued operations |
34,113 | (121,070 | ) | |||||
Cash provided by (used for) investing activities |
18,275 | (136,974 | ) | |||||
Financing activities: |
||||||||
Repayments of long-term debt |
(1,464 | ) | (2,721 | ) | ||||
Common dividends paid |
(2,258 | ) | | |||||
Funding from Separation |
32,735 | | ||||||
Transfers to Quanex Corporation |
| (86,312 | ) | |||||
Other, net |
(302 | ) | | |||||
Cash provided by (used for) financing activities from
continuing operations |
28,711 | (89,033 | ) | |||||
Cash provided by (used for) financing activities from
discontinued operations |
(46,183 | ) | 68,906 | |||||
Cash provided by (used for) financing activities |
(17,472 | ) | (20,127 | ) | ||||
Effect of exchange rate changes on cash and equivalents |
(202 | ) | 158 | |||||
LESS: (Increase) Decrease in cash and equivalents from
discontinued operations |
(13,057 | ) | (67,600 | ) | ||||
Increase (Decrease) in cash and equivalents from continuing operations |
65,635 | (469 | ) | |||||
Beginning of period cash and equivalents |
1,778 | 2,247 | ||||||
End of period cash and equivalents |
$ | 67,413 | $ | 1,778 | ||||
9