SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ý |
Annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934 |
For the fiscal year ended December 31, 2003 |
Commission File Number 1-5725
Quanex Corporation 401 (k) Savings Plan for Hourly Employees
Quanex
Corporation
1900 West Loop South, Suite 1500
Houston, TX 77027
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The
Benefits Committee
Quanex Corporation
Houston, Texas
Re: Quanex Corporation 401(k) Savings Plan for Hourly Employees
We have audited the accompanying statements of net assets available for benefits of the Quanex Corporation 401(k) Savings Plan for Hourly Employees ("the Plan") as of December 31, 2003 and 2002, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2003 and 2002, and the changes in net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America.
Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2003 is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule is the responsibility of the Plan's management. This supplemental schedule has been subjected to the auditing procedures applied in our audits of the basic financial statements and, in our opinion, are fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole.
/s/ DELOITTE & TOUCHE, LLP DELOITTE & TOUCHE, LLP |
Houston,
Texas
June 23, 2004
QUANEX CORPORATION
QUANEX CORPORATION 401(k) SAVINGS PLAN FOR HOURLY EMPLOYEES
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
|
DECEMBER 31, |
||||||
---|---|---|---|---|---|---|---|
|
2003 |
2002 |
|||||
Assets: | |||||||
Investments at fair value (see Note C) | $ | 25,999,996 | $ | 21,172,621 | |||
Participant loans | 1,146,667 | 1,021,288 | |||||
Employee contributions receivable | 87,429 | 83,493 | |||||
Employer contributions receivable | 82,458 | 80,477 | |||||
169,887 | 163,970 | ||||||
Net assets available for benefits | $ | 27,316,550 | $ | 22,357,879 | |||
See notes to financial statements.
QUANEX CORPORATION
QUANEX CORPORATION 401(k) SAVINGS PLAN FOR HOURLY EMPLOYEES
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE
FOR BENEFITS
|
DECEMBER 31, |
||||||||
---|---|---|---|---|---|---|---|---|---|
|
2003 |
2002 |
|||||||
Investment income: | |||||||||
Interest and dividends | $ | 346,444 | $ | 367,417 | |||||
Net appreciation (depreciation) in fair value of investments (see Note C) | 3,610,933 | (2,705,641 | ) | ||||||
3,957,377 | (2,338,224 | ) | |||||||
Contributions: | |||||||||
Employer (net of forfeitures) | 945,575 | 928,242 | |||||||
Employee | 994,951 | 1,017,638 | |||||||
1,940,526 | 1,945,880 | ||||||||
Interest on participant loans | 71,247 | 81,590 | |||||||
Total additions | 5,969,150 | (310,754 | ) | ||||||
Benefit payments | 1,090,240 | 1,140,070 | |||||||
Administrative fees (see Note D) | 7,601 | 3,529 | |||||||
Total deductions | 1,097,841 | 1,143,599 | |||||||
Transfers of plan assets (see Note G) | 87,362 | (38,440 | ) | ||||||
Increase / (decrease) in net assets available for benefits | 4,958,671 | (1,492,793 | ) | ||||||
Net assets available for benefits: | |||||||||
Beginning of year | 22,357,879 | 23,850,672 | |||||||
End of year | $ | 27,316,550 | $ | 22,357,879 | |||||
See notes to financial statements.
QUANEX CORPORATION
QUANEX CORPORATION 401(k) SAVINGS PLAN FOR HOURLY EMPLOYEES
EIN: 38-1872178; PN 016
Schedule H, Line 4i Schedule of Assets (Held at End of Year)
December 31, 2003
(a) |
(b) Identity of issue, borrower, lessor or similar party |
(c) Description of investment including maturity date, rate of interest, collateral, par, or maturity value |
(d) Cost |
(e) Current Value |
||||||
---|---|---|---|---|---|---|---|---|---|---|
* | Fidelity | Puritan Fund | $ | 476,731 | $ | 504,185 | ||||
* | Fidelity | Magellan Fund | 4,339,873 | 4,360,903 | ||||||
* | Fidelity | Contrafund | 2,218,006 | 2,431,518 | ||||||
* | Fidelity | Growth & Income Fund | 3,848,716 | 4,000,751 | ||||||
* | Fidelity | Independence Fund | 2,239,593 | 1,925,658 | ||||||
* | Fidelity | Overseas Fund | 289,124 | 291,030 | ||||||
* | Fidelity | Balanced Fund | 1,879,651 | 2,111,493 | ||||||
* | Fidelity | Blue Chip Fund | 876,759 | 770,389 | ||||||
* | Fidelity | Asset Manager Fund | 178,415 | 161,259 | ||||||
* | Fidelity | Low-Priced Stock Fund | 442,737 | 548,496 | ||||||
* | Fidelity | Government Money Market Fund | 4,330,710 | 4,330,710 | ||||||
Templeton | Foreign Fund | 331,141 | 366,881 | |||||||
Neuberger & Berman | Partners Trust Fund | 76,388 | 83,614 | |||||||
Total Mutual Fund Assets | 21,527,844 | 21,886,887 | ||||||||
* | Quanex Corporation | Unitized common stock | 402,647 | 707,788 | ||||||
* | Fidelity | Managed Income Portfolio | 3,405,321 | 3,405,321 | ||||||
* | Participant loans | Loan maturing with 1.57 years, bearing interest at 5.25% to 9.50% | 1,146,667 | |||||||
Total Investments | $ | 25,335,812 | $ | 27,146,663 | ||||||
* Party-in-Interest
QUANEX CORPORATION
401(k) SAVINGS PLAN FOR HOURLY EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2003 AND 2002
The following description of the Quanex Corporation 401(k) Savings Plan for Hourly Employees (the "Plan"), formerly the Nichols 401(k) Savings Plan for Hourly Employees, provides only general information. Participants should refer to the Plan document for more complete information.
mutual fund assets is determined using a quoted net asset value. Fair value for Quanex Corporation common stock, which is listed on the New York Stock Exchange, is determined using the last recorded sales price. The recorded value of the common/commingled trust is at face value, which is fair value.
Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.
Management fees and operating expenses charged to the Plan for investments in the mutual funds are deducted from income earned on a daily basis and are not separately reflected. Consequently, management fees and operating expenses are reflected as a reduction of investment return for such investments.
The following are investments that represent 5 percent or more of the Plan's investments.
|
December 31, 2003 |
December 31, 2002 |
||||||||
---|---|---|---|---|---|---|---|---|---|---|
|
Shares |
Amount |
Shares |
Amount |
||||||
Fidelity Magellan Fund | 44,617 | $ | 4,360,903 | 41,848 | $ | 3,304,324 | ||||
Fidelity Contrafund | 49,271 | 2,431,518 | 51,040 | 1,970,163 | ||||||
Fidelity Growth and Income Fund | 112,286 | 4,000,751 | 113,147 | 3,429,491 | ||||||
Fidelity Independence Fund | 119,904 | 1,925,658 | 127,978 | 1,672,672 | ||||||
Fidelity Balanced Fund | 126,059 | 2,111,493 | 114,587 | 1,522,867 | ||||||
Fidelity Government Money Market Fund | 4,330,710 | 4,330,710 | 4,187,821 | 4,187,821 | ||||||
Common / Commingled Trust | 3,405,321 | 3,405,321 | 2,563,922 | 2,563,922 |
During the years ended December 31, 2002 and 2001, the Plan's investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated / (depreciated) in value as follows:
|
2003 |
2002 |
|||||
---|---|---|---|---|---|---|---|
Mutual funds | $ | 3,390,772 | $ | (2,824,347 | ) | ||
Quanex unitized common stock | 220,161 | 118,706 | |||||
$ | 3,610,933 | $ | (2,705,641 | ) | |||
Certain Plan investments are shares of mutual funds managed by Fidelity. Fidelity is the trustee as defined by the Plan and, therefore, these transactions qualify as party-in-interest transactions. Fees paid by the Plan for the investment management services amounted to $7,601 and $3,529 for the years ended December 31, 2003 and 2002, respectively. In addition, the Plan invests in shares of Quanex Corporation unitized common stock. Quanex Corporation is the Plan sponsor as defined by the Plan and, therefore, these transactions also qualify as party-in-interest transactions. As of December 31, 2003 and 2002, the value of Quanex Corporation unitized common stock held by the Plan was $707,788 and $738,745, respectively.
Although it has not expressed any intention to do so, the Company has the right under the Plan to terminate the Plan at any time subject to the provisions set forth in ERISA. In the event of Plan termination, the assets held by the Trustee under the Plan will be valued and fully vested, and each participant will be entitled to distributions respecting his or her account.
The Plan is subject to specific rules and regulations related to employee benefit plans under the Department of Labor and the Internal Revenue Service. The Plan has received a favorable letter of tax determination dated September 4, 2003. As such, the Plan is a qualified trust under Sections 401(a) and 401(k) of the Internal Revenue Code (the "Code") and, as a result, is exempt from federal income tax under Section 501(a) of the Code. The Company believes the Plan is currently designed and being operated in compliance with the applicable requirements of the Code. The Company believes the Plan was qualified and the related trust was tax-exempt as of the financial statement dates.
Account balances and participant loans of $87,362 and $(38,440) were transferred between the Plan and the Quanex Corporation 401(k) Savings Plan in plan years 2003 and 2002, respectively.
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
Quanex Corporation 401 (k) Savings Plan for Hourly Employees | |
Date: June 28, 2004 |
/s/ Ricardo Arredondo Ricardo Arredondo, Benefits Committee |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in Registration Statement No. 33-54085 of Quanex Corporation on Form S-8 of our report dated June 23, 2004, appearing in this Annual Report on Form 11-K of the Quanex Corporation 401 (k) Savings Plan for Hourly Employees for the year ended December 31, 2003.
/s/ DELOITTE & TOUCHE, LLP DELOITTE & TOUCHE, LLP |
Houston,
Texas
June 23, 2004
CERTIFICATION PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
We hereby certify that the accompanying Report of Quanex Corporation 401(k) Savings Plan for Hourly Employees (the "Plan") on Form 11-K for the year ended December 31, 2003 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Report fairly presents, in all material respects, the financial condition and results of operations of the Plan.
June 28, 2004
/s/ RAYMOND A. JEAN Raymond A. Jean Chairman of the Board, President and Chief Executive Officer |
/s/ TERRY M. MURPHY Terry M. Murphy Vice PresidentFinance and Chief Financial Officer |