Delaware
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001-33913
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26-1561397
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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1900 West Loop South, Suite 1500, Houston, Texas
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77027
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(Address of principal executive offices)
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(Zip Code)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Exhibit 99.1
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Press Release dated May 27, 2010 announcing the Company's second quarter 2010 earnings results
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Exhibit 99.2
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Press release dated May 27, 2010 announcing the Company's stock buyback program and cash dividend increase
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Quanex Building Products Corporation
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(Registrant)
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May 28, 2010
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/s/ BRENT L. KORB
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(Date)
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Brent L. Korb
Senior Vice President - Finance and Chief Financial Officer
(Principal Financial Officer)
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EXHIBIT 99.1
Earnings from Continuing Operations of $0.12 per Diluted Share
Company Outperformed End Markets
$153 Million Cash and Equivalents
HOUSTON, May 27, 2010 (GLOBE NEWSWIRE) -- Quanex Building Products Corporation (NYSE:NX) today released fiscal second quarter 2010 results for the period ending April 30. The company reported that customer demand at its two operating segments -- Engineered Products and Aluminum Sheet Products -- was much stronger as compared to both the second quarter 2009 and the sequential first quarter 2010. The company also stated that its operating segments had significantly outperformed their two primary end markets (new residential construction and residential remodeling) in the quarter.
Second quarter net sales were $199.4 million compared to $113.2 million a year ago. Income from continuing operations was $4.4 million (including an after-tax bargain purchase gain of $1.3 million and an after-tax LIFO expense of $0.8 million) compared to a loss of $40.0 million a year ago (including an after-tax impairment charge of $29.0 million and an after-tax LIFO gain of $2.9 million). Diluted earnings per share from continuing operations were $0.12 (including a bargain purchase gain of $0.03 per diluted share and a LIFO expense of $0.02 per diluted share) compared to a loss of $1.07 a year ago (including a $0.78 per diluted share impairment charge and a $0.08 per diluted share LIFO gain).
Quarterly Highlights
Segment Commentary
Engineered Products is focused on providing OEM window and door customers with value-added fenestration components, products, and systems. Key markets are residential remodeling (approx. 60% of sales) and new residential construction (approx. 40% of sales).
Engineered Products results (in millions)
2nd qtr 2010 | 2nd qtr 2009(1) | |
Net sales | $84.7 | $65.3 |
Operating income | $5.8 | ($45.9) |
(1) Second quarter 2009 operating income includes non-cash impairment charges of $45.3 million. |
"For the second quarter, our market drivers -- U.S. residential housing starts and residential remodeling activity - were estimated to be down 6% on a combined basis compared to a year ago, but our Engineered Products business experienced exceptional growth," said David D. Petratis, president and chief executive officer of Quanex Building Products. "Against this 6% drop in market growth, our sales growth was compelling, up a very respectable 30% over the second quarter of 2009. Our sales and marketing teams continue to keep and win new business on the strength of the value proposition our highly engineered window and door products offer our customers."
"While driving profitable sales growth is critical, so is the need to control costs. This quarter Engineered Products did a great job in holding down expenses, keeping variable costs in line, and maintaining our disciplined approach to managing inventories. All of these imperatives, when combined, allowed us to report a very healthy $5.8 million in operating income," Petratis added.
Aluminum Sheet Products is a leading provider of common alloy aluminum sheet through its Nichols Aluminum operation and primarily serves new residential construction and residential remodeling (approx. 70% of sales) and transportation (approx. 15% of sales) markets.
Aluminum Sheet Products results (in millions)
2nd qtr 2010 | 2nd qtr 2009 | |
Net sales | $117.1 | $50.3 |
Operating income | $7.2 | ($11.6) |
Shipped pounds | 83 | 44 |
"Aluminum sheet sales of $117 million were 133% higher than a year ago due to much higher shipments and improved aluminum prices. Compared to the second quarter of 2009, our shipments were up a remarkable 90% while comparable industry shipments were up 52% over the same period. Our aluminum spread (sales less material costs) was up 67% compared to the year ago quarter, but down 4% from our sequential first quarter," Petratis said. "Given the overall condition of our end markets, performance at Nichols Aluminum this quarter was simply outstanding and demonstrated the level of commitment we have to supporting our aluminum customers at a time when we believe competitors are hampered and industry capacities reduced."
Cash Position
"We had a cash balance of $153 million and the company continued to be essentially debt-free," Petratis continued. "Cash provided by operating activities from continuing operations in the first half of 2010 was $41 million. Our $270 million revolving credit facility remains untapped. Possible uses of cash will be to fund Project Nexus initiatives and other organic growth opportunities, fund the common stock dividend, make acquisitions, and repurchase outstanding shares."
Fiscal 2010 Business Outlook
"While new home starts were up 13% during the first half of fiscal 2010 compared to the first half of fiscal 2009, remodeling activity remained disappointing, down an estimated 8% over the same time period. Ongoing high levels of residential defaults and foreclosures remain a concern, but we noted that the change in foreclosures from the fourth calendar quarter 2009 to the first calendar quarter 2010 was essentially flat - a hopeful sign. We continue to see a healthy recovery in demand across all of our businesses, and we expect full year sales and earnings to be much improved over 2009," said Petratis.
"We raised our 2010 operating income guidance for Engineered Products to a range of $32 million to $37 million (up from previous guidance of $25 million to $30 million) compared to a $141 million loss (including a $162 million impairment charge) in 2009. Higher operating income in 2010 will come from a combination of new product offerings, higher prices, new customers, and modest improvement in our two end markets."
"We raised our 2010 operating income guidance for Aluminum Sheet Products to around $27 million (up from previous guidance of around $20 million) compared to a $26 million loss (including a $20 million impairment charge) in 2009. The change in guidance is based primarily on substantially higher second half projected shipments given their strength in the first half."
"Our guidance for the two segments excludes estimated corporate expenses of $25 million and any impact from LIFO. Estimates for capital expenditures, and depreciation & amortization are $22 million and $30 million, respectively," concluded Petratis.
Project Nexus
Project Nexus is the company's new long term growth program that is focused on connecting (Nexus) its Engineered Products Group (EPG) businesses: Mikron, Truseal and Homeshield. The sales, marketing and engineering efforts of the three EPG businesses, each of which operated independently in the past, are now collaborating to utilize their capabilities to expand sales opportunities. Nexus activities are focused on the existing customer base that traditionally has been national window and door OEMs, and now include more diverse regional OEM opportunities. EPG is also working together to develop products and systems that provide customers with the latest innovations in technology and energy efficiency.
Other
The company reported fiscal second quarter 2010 combined market demand (new home starts and remodeling expenditures) was down 6% from the second quarter of 2009. The company calculated the change using data from external sources - IHS Global Insight for new home starts and Harvard University's Joint Center for Housing Studies for remodeling expenditures.
Dividend Declared
The Board of Directors declared a quarterly cash dividend of $0.04 per share on the company's common stock, payable June 30, 2010, to shareholders of record on June 16, 2010.
Corporate Profile
Quanex Building Products Corporation is an industry-leading manufacturer of engineered materials, components and systems serving the U.S. residential window and door markets. It is a ROIC-driven company that grows shareholder returns through a combination of organic growth via new products and new programs like Project Nexus, and strategic acquisitions.
The Quanex Building Products Corporation logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=1117
Financial Statistics as of 4/30/10
Book value per common share: $11.32; Total debt to capitalization: 0.5%; Actual number of common shares outstanding: 37,754,455.
Definitions
Book value per common share – calculated as total stockholders' equity as of balance sheet date divided by actual number of common shares outstanding;
Total debt to capitalization – calculated as the sum of both the current and long-term portion of debt, as of balance sheet date, divided by the sum of both the current and long-term portion of debt plus total stockholders' equity as of balance sheet date.
Statements that use the words "expect," "should," "believe," "will," "might," or similar words reflecting future expectations or beliefs are forward-looking statements. The statements found above are based on current expectations. Actual results or events may differ materially from this release. 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 10-K filing on December 18, 2009, under the Securities Exchange Act of 1934, in particular the section titled, "Private Securities Litigation Reform Act" contained therein.
For additional information, visit the company's website at www.quanex.com.
QUANEX BUILDING PRODUCTS CORPORATION | ||||
INDUSTRY SEGMENT INFORMATION | ||||
(In thousands) | ||||
(Unaudited) | ||||
Three months ended April 30, |
Six months ended April 30, |
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2010 | 2009 | 2010 | 2009 | |
Net Sales: | ||||
$ 84,717 | $ 65,249 | Engineered Products | $ 157,527 | $ 130,067 |
117,088 | 50,356 | Aluminum Sheet Products | 198,651 | 101,164 |
201,805 | 115,605 | Building Products | 356,178 | 231,231 |
(2,419) | (2,399) | Eliminations | (5,370) | (5,137) |
$ 199,386 | $ 113,206 | Net Sales | $ 350,808 | $ 226,094 |
Operating Income (1): | ||||
$ 5,760 | $ (45,904) | Engineered Products | $ 9,838 | $ (167,331) |
7,232 | (11,558) | Aluminum Sheet Products | 10,866 | (39,762) |
12,992 | (57,462) | Building Products | 20,704 | (207,093) |
(7,313) | 474 | Corporate and Other (2) | (13,178) | (5,269) |
$ 5,679 | $ (56,988) | Operating Income (Loss) | $ 7,526 | $ (212,362) |
(1) 2009 Operating income (loss) reflects non-cash impairment charges of $45,263 and $182,562 (in thousands): |
Period Ending April 30, 2009 | ||
Three Months | Six Months | |
(In Thousands) | ||
Engineered Products | $(45,263) | $(162,173) |
Aluminum Sheet Products | -- | (20,389) |
Total impairment loss | $(45,263) | $(182,562) |
(2) Corporate and Other for the three and six months ended April 30, 2010 include $1.3 million of LIFO expense while the three and six months ended April 30, 2009 include $4.5 million of LIFO income. |
QUANEX BUILDING PRODUCTS CORPORATION | ||||
CONSOLIDATED STATEMENTS OF INCOME | ||||
(In thousands, except per share data) | ||||
(Unaudited) | ||||
Three months ended April 30, |
Six months ended April 30, |
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2010 | 2009 | 2010 | 2009 | |
$ 199,386 | $ 113,206 | Net sales | $ 350,808 | $ 226,094 |
167,626 | 104,385 | Cost of sales (exclusive of items shown separately below) | 293,760 | 211,047 |
19,046 | 12,682 | Selling, general and administrative | 35,153 | 28,336 |
-- | 45,263 | Impairment of goodwill and intangibles | -- | 182,562 |
7,035 | 7,864 | Depreciation and amortization | 14,369 | 16,511 |
5,679 | (56,988) | Operating income (loss) | 7,526 | (212,362) |
(103) | (110) | Interest expense | (227) | (232) |
1,427 | 178 | Other, net | 1,505 | 298 |
7,003 | (56,920) |
Income (loss) from continuing operations before income taxes |
8,804 | (212,296) |
(2,619) | 16,948 | Income tax benefit (expense) | (3,337) | 52,050 |
4,384 | (39,972) | Income (loss) from continuing operations | 5,467 | (160,246) |
(71) | (174) | Income (loss) from discontinued operations, net of taxes | (960) | (313) |
$ 4,313 | $ (40,146) | Net income (loss) | $ 4,507 | $ (160,559) |
Basic earnings per common share: | ||||
$ 0.12 | $ (1.07) | Earnings (loss) from continuing operations | $ 0.15 | $ (4.29) |
-- | (0.01) | Income (loss) from discontinued operations | (0.03) | (0.01) |
$ 0.12 | $ (1.08) | Basic earnings (loss) per common share | $ 0.12 | $ (4.30) |
Diluted earnings per common share: | ||||
$ 0.12 | $ (1.07) | Earnings (loss) from continuing operations | $ 0.14 | $ (4.29) |
(0.01) | (0.01) | Income (loss) from discontinued operations | (0.02) | (0.01) |
$ 0.11 | $ (1.08) | Diluted earnings (loss) per share | $ 0.12 | $ (4.30) |
Weighted average common shares outstanding: | ||||
37,357 | 37,333 | Basic | 37,348 | 37,333 |
37,892 | 37,333 | Diluted | 37,835 | 37,333 |
QUANEX BUILDING PRODUCTS CORPORATION | ||
CONDENSED CONSOLIDATED BALANCE SHEETS | ||
(In thousands) | ||
(Unaudited) | ||
April 30, 2010 |
October 31, 2009 |
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Assets | ||
$ 152,980 | Cash and equivalents | $ 123,499 |
80,203 | Accounts receivable, net | 80,171 |
50,881 | Inventories | 46,515 |
14,525 | Deferred income taxes | 20,611 |
5,406 | Prepaid and other current assets | 5,177 |
167 | Current assets of discontinued operations | 232 |
304,162 | Total current assets | 276,205 |
138,167 | Property, plant and equipment, net | 141,286 |
34,470 | Deferred income taxes | 42,923 |
25,189 | Goodwill | 25,189 |
46,216 | Intangible assets, net | 47,359 |
15,501 | Other assets | 9,114 |
-- | Assets of discontinued operations | 1,524 |
$ 563,705 | Total assets | $ 543,600 |
Liabilities and stockholders' equity | ||
$ 69,666 | Accounts payable | $ 67,010 |
32,039 | Accrued liabilities | 30,320 |
326 | Current maturities of long-term debt | 323 |
51 | Current liabilities of discontinued operations | 9 |
102,082 | Total current liabilities | 97,662 |
1,824 | Long-term debt | 1,943 |
7,500 | Deferred pension and postretirement benefits | 6,655 |
10,920 | Non-current environmental reserves | 1,767 |
13,992 | Other liabilities | 13,047 |
136,318 | Total liabilities | 121,074 |
427,387 | Total stockholders' equity | 422,526 |
$ 563,705 | Total liabilities and stockholders' equity | $ 543,600 |
QUANEX BUILDING PRODUCTS CORPORATION | ||
CONSOLIDATED STATEMENTS OF CASH FLOW | ||
(In thousands) | ||
(Unaudited) | ||
Six months ended April 30, |
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2010 | 2009 | |
Operating activities: | ||
Net income (loss) | $ 4,507 | $ (160,559) |
Income from discontinued operations | 960 | 313 |
Net income from continuing operations | 5,467 | (160,246) |
Adjustments to reconcile net income (loss) to cash provided by operating activities: |
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Depreciation and amortization | 14,404 | 16,546 |
Gain on bargain purchase | (1,272) | -- |
Impairment of goodwill and intangibles | -- | 182,562 |
Deferred income taxes | 2,363 | (34,730) |
Stock-based compensation | 2,252 | 1,403 |
23,214 | 5,535 | |
Changes in assets and liabilities, net of effects from acquisitions and dispositions: |
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Decrease (Increase) in accounts receivable | 743 | 47,106 |
Decrease (Increase) in inventory | (2,536) | 26,979 |
Decrease (Increase) in other current assets | (95) | (188) |
Increase (Decrease) in accounts payable | 2,307 | (43,190) |
Increase (Decrease) in accrued liabilities | 2,412 | (5,519) |
Increase (Decrease) in income taxes payable | 12,005 | (19,626) |
Increase (Decrease) in deferred pension and postretirement benefits | 845 | 1,492 |
Other, net | 1,706 | 2,339 |
Cash provided by (used for) operating activities from continuing operations |
40,601 | 14,928 |
Cash provided by (used for) operating activities from discontinued operations |
(361) | (328) |
Cash provided by (used for) operating activities | 40,240 | 14,600 |
Investing activities: | ||
Acquisitions, net of cash acquired | (1,590) | -- |
Capital expenditures, net of retirements | (7,404) | (9,130) |
Proceeds from property insurance claims | 105 | -- |
Cash provided by (used for) investing activities from continuing operations |
(8,889) | (9,130) |
Cash provided by (used for) investing activities from discontinued operations |
90 | (438) |
Cash provided by (used for) investing activities | (8,799) | (9,568) |
Financing activities: | ||
Repayments of long-term debt | (115) | (163) |
Common stock dividends paid | (2,264) | (2,260) |
Issuance of common stock, net | 364 | -- |
Funding from Separation | -- | 15,401 |
Other, net | (246) | (1,476) |
Cash provided by (used for) financing activities from continuing operations |
(2,261) | 11,502 |
Cash provided by (used for) financing activities from discontinued operations |
246 | 1,476 |
Cash provided by (used for) financing activities | (2,015) | 12,978 |
Effect of exchange rate changes on cash and equivalents | 30 | (17) |
LESS: (Increase) Decrease in cash and equivalents from discontinued operations |
25 | (710) |
Increase (Decrease) in cash and equivalents from continuing operations | 29,481 | 17,283 |
Beginning of period cash and equivalents | 123,499 | 66,871 |
End of period cash and equivalents | $ 152,980 | $ 84,154 |
CONTACT: Quanex Building Products Corporation Financial Contact: Jeff Galow 713-877-5327 Media Contact: Valerie Calvert 713-877-5305
EXHIBIT 99.2
HOUSTON, May 27, 2010 (GLOBE NEWSWIRE) -- Quanex Building Products Corporation (NYSE:NX) announced today that its Board of Directors authorized an annual dividend increase of $0.04 per common share outstanding. The company stated the annual dividend is now $0.16 per share, a 33% increase over the previous annual dividend. The second quarter dividend of $0.04 per share is payable June 30, 2010 to shareholders of record on June 16, 2010. The Board also authorized a stock repurchase program for up to 1 million shares that will be used to purchase shares from time to time.
"With the continued implementation of our long-term strategy, coupled with a slow recovery in our end markets, we expect to generate healthy cash flows through the next business cycle," said David D. Petratis, chairman and chief executive officer. "While making acquisitions in the fenestration market remain a priority for the company, raising the dividend and purchasing shares demonstrates our confidence in the future and directly benefits our long-term shareholders."
Corporate Profile
Quanex Building Products Corporation is an industry-leading manufacturer of engineered materials, components and systems serving the U.S. residential window and door markets. It is an ROIC-driven company that grows shareholder returns through a combination of organic growth via new products and new programs like Project Nexus, and strategic acquisitions.
The Quanex Building Products Corporation logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=1117
Statements that use the words "expect," "should," "believe," "will," "might," or similar words reflecting future expectations or beliefs are forward-looking statements. The statements found above are based on current expectations. Actual results or events may differ materially from this release. 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 most recent 10-K filing on December 18, 2009, under the Securities Exchange Act of 1934, in particular the section titled, "Private Securities Litigation Reform Act" contained therein. The forward-looking statements are intended to express the company's expectations as of the date of this release. The company undertakes no obligation to publi cly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
For general information about Quanex, visit our website at www.quanex.com.
CONTACT: Quanex Building Products Corporation Financial Contact: Jeff Galow 713-877-5327 Media Contact: Valerie Calvert 713-877-5305