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): August 28, 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 August 28, 2008, Quanex Building Products Corporation (the “Company”) issued a press release (the “Press Release”) reporting its earnings results for the third quarter of fiscal year 2008. The foregoing is qualified by reference to the Press Release which is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
The press release attached hereto as Exhibit 99.1 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 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 August 28, 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) | ||
August 28, 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 August 28, 2008 |
Quanex Building Products | News Release |
| David D. Petratis joined Quanex as President and Chief Executive Officer July 1. |
| Announced Brent L. Korb rejoined the Company as Senior Vice President and Chief Financial
Officer effective August 1. |
| Deborah M. Gadin was promoted to Vice President Corporate Controller June 16. |
| Net sales were $240.3 million compared to $269.5 million and $207.3 million in the year ago
and sequential quarters, respectively. |
| Nine months ended cash provided by operating activities from continuing operations was
$33.9 million compared to $64.5 million in the year ago period. |
| Capital expenditures for the nine months ended were $11.5 million versus $11.5 million a
year ago. |
| Cash and equivalents totaled $53.9 million at quarter end. |
| Recorded a $5.5 million ($3.3 million after tax) LIFO charge primarily associated with the
aluminum sheet business. |
1
3rd qtr 2008 | 3rd qtr 2007 | inc/(dcr) | ||||||||||
Net sales: |
$ | 240.3 | $ | 269.5 | (11 | %) | ||||||
Operating income: |
14.4 | 32.3 | (55 | %) | ||||||||
Income from continuing ops: |
8.8 | 21.7 | (59 | %) | ||||||||
Diluted earnings
per share from
continuing ops: |
$ | 0.24 | $ | 0.54 | (56 | %) |
3rd qtr 2008 | 3rd qtr 2007 | inc/(dcr) | ||||||||||
Net Sales: |
$ | 115.3 | $ | 131.4 | (12 | %) | ||||||
Operating Income: |
$ | 12.6 | $ | 17.7 | (29 | %) |
2
3rd qtr 2008 | 3rd qtr 2007 | inc/(dcr) | ||||||||||
Net Sales: |
$ | 130.5 | $ | 143.7 | (9 | %) | ||||||
Operating Income: |
$ | 12.1 | $ | 20.0 | (39 | %) |
3
4
Three months ended July 31, | ||||||||||||||||
2008 | 2007 | |||||||||||||||
Income | Diluted | Income | Diluted | |||||||||||||
(in millions) | EPS | (in millions) | EPS | |||||||||||||
Income from continuing operations,
as reported: |
$ | 8.8 | $ | 0.24 | $ | 21.7 | $ | 0.54 | ||||||||
LIFO charge (income), after tax |
$ | 3.3 | $ | 0.08 | $ | (0.2 | ) | | ||||||||
Income from continuing operations,
excluding LIFO |
$ | 12.1 | $ | 0.32 | $ | 21.5 | $ | 0.54 | ||||||||
Diluted weighted average common shares outstanding (in thousands) |
37,509 | 39,992 |
5
6
Three months ended | Nine months ended | |||||||||||||||
July 31, | July 31, | |||||||||||||||
2008 | 2007 | 2008 | 2007 | |||||||||||||
Net sales: |
||||||||||||||||
$ | 115,261 | $ | 131,445 | Engineered Products |
$ | 295,031 | $ | 333,898 | ||||||||
130,540 | 143,667 | Aluminum Sheet Products |
340,889 | 388,092 | ||||||||||||
245,801 | 275,112 | Building Products |
635,920 | 721,990 | ||||||||||||
(5,463 | ) | (5,606 | ) | Eliminations |
(13,332 | ) | (13,542 | ) | ||||||||
$ | 240,338 | $ | 269,506 | Net sales |
$ | 622,588 | $ | 708,448 | ||||||||
Operating income: |
||||||||||||||||
$ | 12,590 | $ | 17,657 | Engineered Products |
$ | 19,781 | $ | 30,595 | ||||||||
12,110 | 19,985 | Aluminum Sheet Products |
27,695 | 47,401 | ||||||||||||
24,700 | 37,642 | Building Products |
47,476 | 77,996 | ||||||||||||
(10,328 | ) | (5,370 | ) | Corporate and Other |
(50,493 | ) | (17,225 | ) | ||||||||
$ | 14,372 | $ | 32,272 | Operating Income (Loss) |
$ | (3,017 | ) | $ | 60,771 | |||||||
7
Three months ended | Nine months ended | |||||||||||||||
July 31, | July 31, | |||||||||||||||
2008 | 2007 | 2008 | 2007 | |||||||||||||
$ | 240,338 | $ | 269,506 | Net sales |
$ | 622,588 | $ | 708,448 | ||||||||
200,443 | 210,602 | Cost of sales (exclusive of items shown separately below) |
518,296 | 565,749 | ||||||||||||
17,002 | 17,952 | Selling, general and administrative expense |
80,682 | 54,351 | ||||||||||||
8,521 | 8,680 | Depreciation and amortization |
26,627 | 27,577 | ||||||||||||
14,372 | 32,272 | Operating income (loss) |
(3,017 | ) | 60,771 | |||||||||||
(118 | ) | (140 | ) | Interest expense |
(356 | ) | (452 | ) | ||||||||
326 | 99 | Other, net |
4,876 | 259 | ||||||||||||
14,580 | 32,231 | Income (loss) from continuing operations before income taxes |
1,503 | 60,578 | ||||||||||||
(5,762 | ) | (10,575 | ) | Income tax expense |
(609 | ) | (21,056 | ) | ||||||||
8,818 | 21,656 | Income (loss) from continuing operations |
894 | 39,522 | ||||||||||||
| 16,991 | Income (loss) from discontinued operations, net of taxes |
5,675 | 53,022 | ||||||||||||
$ | 8,818 | $ | 38,647 | Net income (loss) |
$ | 6,569 | $ | 92,544 | ||||||||
Basic earnings per common share: |
||||||||||||||||
$ | 0.24 | $ | 0.59 | Earnings (loss) from continuing operations |
$ | 0.02 | $ | 1.07 | ||||||||
$ | | $ | 0.45 | Income (loss) from discontinued operations |
$ | 0.16 | $ | 1.43 | ||||||||
$ | 0.24 | $ | 1.04 | Basic earnings (loss) per common share |
$ | 0.18 | $ | 2.50 | ||||||||
Diluted earnings per common share: |
||||||||||||||||
$ | 0.24 | $ | 0.54 | Earnings (loss) from continuing operations |
$ | 0.02 | $ | 1.00 | ||||||||
$ | | $ | 0.44 | Income (loss) from discontinued operations |
$ | 0.15 | $ | 1.38 | ||||||||
$ | 0.24 | $ | 0.98 | Diluted earnings (loss) per share |
$ | 0.17 | $ | 2.38 | ||||||||
Weighted average common shares outstanding: |
||||||||||||||||
37,333 | 37,012 | Basic |
37,255 | 36,951 | ||||||||||||
37,509 | 39,992 | Diluted |
38,896 | 39,449 |
8
July 31, | October 31, | |||||||
2008 | 2007 | |||||||
Assets |
||||||||
$ | 53,932 | Cash and equivalents |
$ | 1,778 | ||||
99,077 | Accounts and notes receivable, net |
80,095 | ||||||
59,851 | Inventories, net |
53,556 | ||||||
1,899 | Deferred income taxes |
5,370 | ||||||
5,116 | Other current assets |
4,372 | ||||||
| Current assets of discontinued operations |
431,326 | ||||||
219,875 | Total current assets |
576,497 | ||||||
163,142 | Property, plant and equipment, net |
173,590 | ||||||
12,697 | Deferred income taxes |
- | ||||||
196,368 | Goodwill |
196,385 | ||||||
63,550 | Intangible assets, net |
68,199 | ||||||
8,859 | Other assets |
9,225 | ||||||
| Assets of discontinued operations |
310,926 | ||||||
$ | 664,491 | Total assets |
$ | 1,334,822 | ||||
Liabilities and stockholders equity |
||||||||
$ | 71,121 | Accounts payable |
$ | 68,167 | ||||
33,217 | Accrued liabilities |
37,102 | ||||||
4,415 | Income taxes payable |
- | ||||||
363 | Current maturities of long-term debt |
1,464 | ||||||
| Current liabilities of discontinued operations |
242,570 | ||||||
109,116 | Total current liabilities |
349,303 | ||||||
2,188 | Long-term debt |
2,551 | ||||||
| Deferred income taxes |
34,457 | ||||||
2,979 | Non-current environmental reserves |
4,239 | ||||||
11,675 | Other liabilities |
13,889 | ||||||
| Liabilities of discontinued operations |
47,234 | ||||||
125,958 | Total liabilities |
451,673 | ||||||
538,533 | Total stockholders equity |
883,149 | ||||||
$ | 664,491 | Total liabilities and stockholders equity |
$ | 1,334,822 | ||||
9
Nine months ended | ||||||||
July 31, | ||||||||
2008 | 2007 | |||||||
Operating activities: |
||||||||
Net income |
$ | 6,569 | $ | 92,544 | ||||
Income from discontinued operations |
(5,675 | ) | (53,022 | ) | ||||
Net income from continuing operations |
894 | 39,522 | ||||||
Adjustments to reconcile net income to cash provided by
operating activities: |
||||||||
Depreciation and amortization |
26,648 | 27,584 | ||||||
Deferred income taxes |
2,891 | 81 | ||||||
Stock-based compensation |
25,504 | 3,829 | ||||||
55,937 | 71,016 | |||||||
Changes in assets and liabilities, net of effects from
acquisitions, dispositions and the Separation: |
||||||||
Decrease (Increase) in accounts and notes receivable |
(19,147 | ) | (10,212 | ) | ||||
Decrease (Increase) in inventory |
(6,337 | ) | (1,402 | ) | ||||
Decrease (Increase) in other current assets |
820 | 601 | ||||||
Increase (Decrease) in accounts payable |
3,461 | 1,821 | ||||||
Increase (Decrease) in accrued liabilities |
(1,840 | ) | (2,906 | ) | ||||
Increase (Decrease) in income taxes payable |
3,774 | (10 | ) | |||||
Other, net |
(2,741 | ) | 5,555 | |||||
Cash provided by (used for) operating activities from
continuing operations |
33,927 | 64,463 | ||||||
Cash provided by (used for) operating activities from
discontinued operations |
25,127 | 69,879 | ||||||
Cash provided by (used for) operating activities |
59,054 | 134,342 | ||||||
Investing activities: |
||||||||
Capital expenditures, net of retirements |
(11,529 | ) | (11,512 | ) | ||||
Other, net |
(23 | ) | | |||||
Cash provided by (used for) investing activities from
continuing operations |
(11,552 | ) | (11,512 | ) | ||||
Cash provided by (used for) investing activities from
discontinued operations |
34,113 | (111,681 | ) | |||||
Cash provided by (used for) investing activities |
22,561 | (123,193 | ) | |||||
Financing activities: |
||||||||
Repayments of long-term debt |
(1,464 | ) | (2,721 | ) | ||||
Common dividends paid |
(1,128 | ) | | |||||
Funding from Separation |
32,735 | | ||||||
Transfers to Quanex Corporation |
| (49,559 | ) | |||||
Other, net |
(293 | ) | | |||||
Cash provided by (used for) financing activities from
continuing operations |
29,850 | (52,280 | ) | |||||
Cash provided by (used for) financing activities from
discontinued operations |
(46,183 | ) | 39,051 | |||||
Cash provided by (used for) financing activities |
(16,333 | ) | (13,229 | ) | ||||
Effect of exchange rate changes on cash and equivalents |
(71 | ) | 44 | |||||
LESS: (Increase) Decrease in cash and equivalents from
discontinued operations |
(13,057 | ) | 2,751 | |||||
Increase (Decrease) in cash and equivalents from continuing operations |
52,154 | 715 | ||||||
Beginning of period cash and equivalents |
1,778 | 2,247 | ||||||
End of period cash and equivalents |
$ | 53,932 | $ | 2,962 | ||||
10