Exhibit 99.1
| | |
Quanex Building Products | | News Release |
Quanex Building Products Corporation Reports
Fiscal Second Quarter 2008 Results
Reported $0.17 EPS from Continuing Operations before Special Items
Company Continued to Outperform the Market
Expected Start-Up Cash of $52 million From the Spin / Merger Transactions
Company Essentially Debt Free, with Financial Wherewithal to Fund both Organic and
Acquisitive Growth
Houston, Texas, June 9, 2008 —Quanex Building Products Corporation (NYSE:NX)today reported fiscal second quarter 2008 results for the period ending April 30. Diluted earnings from continuing operations were $0.17 per share excluding special items. Including special items of $0.37 per share, diluted earnings from continuing operations were $(0.20) per share.
Income from continuing operations excluding special items was $6.5 million. Special items totaled $13.8 million after-tax, the result of transaction related costs. Income from continuing operations in the year ago quarter was $13.4 million, or $0.34 per diluted share.
Diluted earnings per share were $(0.14) in the quarter versus $0.86 in the second quarter 2007. Net sales for the second quarter 2008 were $207.3 million compared to $238.6 million a year ago.
Fiscal Second Quarter 2008 Highlights
• | | Quanex Building Products Corporation was spun-off from Quanex Corporation on April 23rd. |
|
• | | Net sales were $207.3 million compared to $174.9 million and $238.6 million in the sequential and year ago quarters, respectively. |
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• | | SG&A was $43.6 million, and included $25.7 million of corporate transaction related costs, of which $22.8 million were non-cash, stock-based compensation expenses paid by the acquirer of Quanex Corporation. |
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• | | Cash provided by operating activities from continuing operations was $19.5 million, down from $31.9 million a year ago. |
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• | | Capital expenditures were $6.9 million in the quarter versus $7.3 million a year ago. |
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• | | Cash and equivalents totaled $40 million at quarter end. |
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Selected Financial Information
Fiscal Second Quarter 2008 Financials
($ in millions, except per share data)
| | | | | | | | | | | | |
| | 2nd qtr 2008 | | | 2nd qtr 2007 | | | inc/(dcr) | |
Net sales: | | $ | 207.3 | | | $ | 238.6 | | | | (13 | %) |
| | | | | | | | | | | | |
Operating income before special items: | | | 9.5 | | | | 21.3 | | | | (55 | %) |
| | | | | | | | | | | | |
Income from continuing operations before special items: | | | 6.5 | | | | 13.4 | | | | (51 | %) |
| | | | | | | | | | | | |
Diluted earnings per common share from continuing operations before special items: | | $ | 0.17 | | | $ | 0.34 | | | | (50 | %) |
| | | | | | | | | | | | |
Diluted earnings per common share from continuing operations | | $ | (0.20 | ) | | $ | 0.34 | | | | — | |
Fiscal Second Quarter 2008 Commentary
Engineered Products ($ in millions)
| | | | | | | | | | | | |
| | 2nd qtr 2008 | | | 2nd qtr 2007 | | | inc/(dcr) | |
Net Sales | | $ | 92.5 | | | $ | 103.6 | | | | (11 | %) |
Operating Income | | $ | 5.3 | | | $ | 9.1 | | | | (42 | %) |
Engineered Products is focused on providing window and door customers with value added fenestration products and components. Key market drivers are housing starts and remodeling activity.
“The housing market slowdown continues, with new housing starts off 34% compared to our second quarter last year. Sales held up relatively well, off about 11%, based in part on the strength of our leading customers and new programs, and lower, but more resilient home repair and remodeling expenditures. The combination of a huge inventory overhang of both new and existing home stock, the rise of home foreclosures and a tight credit market is keeping the residential housing market in a depressed state. The U.S. Department of Housing currently estimates a 10 month supply of homes available for sale. The remodeling industry is experiencing a slowdown in activity as well, down some 5% to 10% from a year ago.
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Engineered Products did see some seasonal improvement in demand over the first quarter, with April booking activity particularly noteworthy, and we look for higher overall sales at the segment in the third quarter. We continue to reduce expense levels in keeping with market realities, and are currently combining two separate facilities at our window and door fenestration components business into a single, more efficient operation. We expect to have this initiative completed by fiscal year end,” said Raymond A. Jean, President and Chief Executive Officer.
Aluminum Sheet Products ($ in millions)
| | | | | | | | | | | | |
| | 2nd qtr 2008 | | | 2nd qtr 2007 | | | inc/(dcr) | |
Net Sales | | $ | 118.3 | | | $ | 139.2 | | | | (15 | %) |
Operating Income | | $ | 10.0 | | | $ | 16.8 | | | | (41 | %) |
Aluminum Sheet Products is a leading provider of common alloy aluminum sheet products for the building and construction, transportation and other consumer durable markets. Key market drivers are housing starts and remodeling activity and together they represent about 65% of the division’s sales.
“Our second quarter shipped pounds at Nichols Aluminum were down about 12% from year ago levels, but up some 23% compared to first quarter shipments due to the seasonal increase in the building products markets. Sales price per pound was off about 4% from the year ago period while our spread per pound (selling price less material costs) in the quarter was off about 7% due primarily to a lower mix of value-added painted sheet sales and a lower London Metal Exchange aluminum ingot price compared to a year ago. However, these prices increased during our second quarter and will benefit us going forward. Operating income was negatively impacted by a combination of the drop in shipped pounds, lower painted sheet sales and the weaker spread. During the quarter, we idled the rolling capacity at our Alabama finishing facility and moved that production to our Lincolnshire facility, thereby improving operating rates at the other plants,” Jean said.
Cash Flow
“Cash and equivalents at quarter end was $40 million, including some $28 million of the expected $52 million start-up cash, and total debt to capitalization remained minimal at 0.5%. Operating cash flow from continuing operations came in at a very healthy $19.5 million. We continue to closely monitor our working capital, and at quarter end, our conversion cycle was about 31 days. With our healthy cash balance, strong cash flow and $270 million revolving credit facility, we have the financial wherewithal to fund attractive growth opportunities, both organic and acquisition related,” said Jean.
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Fiscal 2008 Outlook
The Company does not expect any near term improvement in the housing market, with industry prognosticators continuing to push out the timing of the expected trough, now estimated to occur in the fourth calendar quarter of 2008. Housing starts in fiscal 2008 are now expected to lag fiscal 2007 starts by 35% as the market struggles with the high inventory overhang and tougher credit requirements sought by mortgage lenders. However, the Company does expect to see higher demand from its Engineered Products customers in the second half of the fiscal year compared to the first half due to seasonal improvements in the market and the growth of new programs.
At Nichols Aluminum, volumes are expected to lag year ago quarters throughout the remainder of fiscal 2008. Spread per pound at Nichols, however, is expected to be more robust in the second half of the year compared to the first half in keeping with higher anticipated aluminum ingot prices.
The greater than expected intensity and duration of the housing storm makes forecasting particularly difficult. The current roll-up of income expectations by business still indicates the Company will generate around $80 million of operating income before taking into account approximately $20 million of corporate expenses in a normalized run rate. But given the economy’s fragile state, the uncertainty attending this forecast is high and the risks remain to the downside. However, the Company does expect to continue to outperform the market and generate significant cash flow, and is well positioned to experience significant operating leverage when the market improves.
Dividend Declared
The Board of Directors previously declared a quarterly cash dividend of $0.03 per share on the Company’s common stock, payable June 30, 2008, to shareholders of record on June 16, 2008.
Corporate Profile
Quanex Building Products Corporation is an industry-leading manufacturer of value-added, engineered materials and components serving the building products markets. It is an ROIC driven company that grows shareholder returns through a combination of organic growth via new products and programs, and strategic acquisitions.
Financial Statistics as of 04/30/08
Book value per common share: $13.97; Total debt to capitalization: 0.5%; Actual number of common shares outstanding: 37,608,153
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Non-GAAP Financial Measures
Operating Income and Income from Continuing Operations Excluding Special Items
Operating income and income from continuing operations excluding special items are non-GAAP financial measures. The Company believes these non-GAAP financial measures provide a consistent basis for comparison between quarters and enhance the understanding of the performance of its ongoing operations, as they are not influenced by certain costs incurred during the quarter and are believed to be special and related to specific, infrequent items.
Set forth below is a reconciliation of reported operating income, reported income from continuing operations and reported diluted earnings per share from continuing operations to operating income excluding special items, income from continuing operations excluding special items and diluted earnings per share from continuing operations excluding special items, respectively. The Company does not intend for this information to be considered in isolation or as a substitute for other measures prepared in accordance with GAAP.
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| | | | | | | | | | | | | | | | |
| | Three months ended April 30, | |
| | 2008 | | | 2007 | |
(in millions except diluted EPS) | | Income | | | | | | | Income | | | | | |
| | | | | | | | | | | | | | | | |
Operating income, as reported | | $ | (16.2 | ) | | | | | | $ | 21.3 | | | | | |
| | | | | | | | | | | | | | | | |
Reconciling items associated with the Company’s spin-off: | | | | | | | | | | | | | | | | |
Stock based compensation expense | | | 22.8 | | | | | | | | — | | | | | |
Transaction costs associated | | | 1.9 | | | | | | | | — | | | | | |
Executive incentives & other benefits | | | 1.0 | | | | | | | | — | | | | | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Selling, general & administrative expense unusual items | | | 25.7 | | | | | | | | — | | | | | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Operating income, excluding unusual items | | $ | 9.5 | | | | | | | $ | 21.3 | | | | | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | Three months ended April 30, | |
| | 2008 | | | 2007 | |
| | | | | | Diluted | | | | | | | Diluted | |
(in millions except diluted EPS) | | Income | | | EPS | | | Income | | | EPS | |
| | | | | | | | | | | | | | | | |
Income (loss) from continuing operations, as reported | | $ | (7.3 | ) | | $ | (0.20 | ) | | $ | 13.4 | | | $ | 0.34 | |
| | | | | | | | | | | | | | | | |
After-tax reconciling items associated with the Company’s spin-off: | | | | | | | | | | | | | | | | |
Stock based compensation expense | | | 13.7 | | | | 0.37 | | | | — | | | | — | |
Transaction costs | | | 1.9 | | | | 0.05 | | | | — | | | | — | |
Executive incentives & other benefits | | | 0.6 | | | | 0.01 | | | | — | | | | — | |
| | | | | | | | | | | | |
Selling, general & administrative expense | | | 16.2 | | | | 0.43 | | | | — | | | | — | |
Rabbi trust merger consideration | | | (2.4 | ) | | | (0.06 | ) | | | — | | | | — | |
| | | | | | | | | | | | |
Total after-tax unusual items | | | 13.8 | | | | 0.37 | | | | — | | | | — | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Income from continuing operations, excluding special items | | $ | 6.5 | | | $ | 0.17 | | | $ | 13.4 | | | $ | 0.34 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Diluted weighted average common shares outstanding (in thousands) | | | | | | | 37,265 | | | | | | | | 39,416 | |
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 Registration Statement on Form 10, filed with the SEC on April 4, 2008 pursuant to the Securities Exchange Act of 1934, in particular the section titled, “Special Note About Forward-Looking Statements” contained therein.
Financial Contact: Jeff Galow, 713/877-5327
Media Contact: Valerie Calvert, 713/877-5305
For additional information, visit the Company’s website atwww.quanex.com.
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QUANEX BUILDING PRODUCTS CORPORATION
INDUSTRY SEGMENT INFORMATION
(In thousands)
(Unaudited)
| | | | | | | | | | | | | | | | |
Three months ended | | | | | Six months ended | |
April 30, | | | | | April 30, | |
2008 | | | 2007 | | | | | 2008 | | | 2007 | |
| | | | | | | | Net sales: | | | | | | | | |
$ | 92,494 | | | $ | 103,583 | | | Engineered Products | | $ | 179,770 | | | $ | 202,452 | |
| 118,281 | | | | 139,188 | | | Aluminum Sheet Products | | | 210,348 | | | | 244,425 | |
| | | | | | | | | | | | |
| 210,775 | | | | 242,771 | | | Building Products | | | 390,118 | | | | 446,877 | |
| | | | | | | | | | | | | | | | |
| (3,437 | ) | | | (4,220 | ) | | Eliminations | | | (7,868 | ) | | | (7,935 | ) |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
$ | 207,338 | | | $ | 238,551 | | | Net sales | | $ | 382,250 | | | $ | 438,942 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | Operating income: | | | | | | | | |
$ | 5,296 | | | $ | 9,087 | | | Engineered Products | | $ | 7,190 | | | $ | 12,938 | |
| 9,982 | | | | 16,828 | | | Aluminum Sheet Products | | | 15,585 | | | | 27,416 | |
| | | | | | | | | | | | |
| 15,278 | | | | 25,915 | | | Building Products | | | 22,775 | | | | 40,354 | |
| | | | | | | | | | | | | | | | |
| (31,500 | ) | | | (4,620 | ) | | Corporate and Other * | | | (40,164 | ) | | | (11,855 | ) |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
$ | (16,222 | ) | | $ | 21,295 | | | Operating Income (Loss) * | | $ | (17,389 | ) | | $ | 28,499 | |
| | | | | | | | | | | | |
| | |
* | | Corporate and Other and Operating Loss for the three months and six months ended April 30, 2008 include $25.7 million and $26.4 million, respectively, of special items associated with the spin-off / merger transaction. |
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QUANEX BUILDING PRODUCTS CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share data)
(Unaudited)
| | | | | | | | | | | | | | | | |
Three months ended | | | | | Six months ended | |
April 30, | | | | | April 30, | |
2008 | | | 2007 | | | | | 2008 | | | 2007 | |
| | | | | | | | | | | | | | | | |
$ | 207,338 | | | $ | 238,551 | | | Net sales | | $ | 382,250 | | | $ | 438,942 | |
| 170,776 | | | | 191,000 | | | Cost of sales (exclusive of items shown separately below) | | | 317,853 | | | | 355,147 | |
| 43,637 | | | | 17,196 | | | Selling, general and administrative expense | | | 63,680 | | | | 36,399 | |
| 9,147 | | | | 9,060 | | | Depreciation and amortization | | | 18,106 | | | | 18,897 | |
| | | | | | | | | | | | |
| (16,222 | ) | | | 21,295 | | | Operating income (loss) | | | (17,389 | ) | | | 28,499 | |
| (100 | ) | | | (150 | ) | | Interest expense | | | (238 | ) | | | (312 | ) |
| 4,242 | | | | 81 | | | Other, net | | | 4,550 | | | | 160 | |
| | | | | | | | | | | | |
| (12,080 | ) | | | 21,226 | | | Income (loss) before income taxes | | | (13,077 | ) | | | 28,347 | |
| 4,765 | | | | (7,849 | ) | | Income tax expense | | | 5,153 | | | | (10,481 | ) |
| | | | | | | | | | | | |
| (7,315 | ) | | | 13,377 | | | Income (loss) from continuing operations | | | (7,924 | ) | | | 17,866 | |
| 1,982 | | | | 19,866 | | | Income (loss) from discontinued operations, net of taxes | | | 5,675 | | | | 36,031 | |
| | | | | | | | | | | | |
$ | (5,333 | ) | | $ | 33,243 | | | Net income (loss) | | $ | (2,249 | ) | | $ | 53,897 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | Basic earnings per common share: | | | | | | | | |
$ | (0.20 | ) | | $ | 0.36 | | | Earnings (loss) from continuing operations | | $ | (0.21 | ) | | $ | 0.48 | |
$ | 0.06 | | | $ | 0.54 | | | Income (loss) from discontinued operations | | $ | 0.15 | | | $ | 0.98 | |
| | | | | | | | | | | | |
$ | (0.14 | ) | | $ | 0.90 | | | Basic earnings (loss) per common share | | $ | (0.06 | ) | | $ | 1.46 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | Diluted earnings per common share: | | | | | | | | |
$ | (0.20 | ) | | $ | 0.34 | | | Earnings (loss) from continuing operations | | $ | (0.21 | ) | | $ | 0.46 | |
$ | 0.06 | | | $ | 0.52 | | | Income (loss) from discontinued operations | | $ | 0.15 | | | $ | 0.94 | |
| | | | | | | | | | | | |
$ | (0.14 | ) | | $ | 0.86 | | | Diluted earnings (loss) per share | | $ | (0.06 | ) | | $ | 1.40 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | Weighted average common shares outstanding: | | | | | | | | |
| 37,265 | | | | 36,943 | | | Basic | | | 37,215 | | | | 36,920 | |
| 37,265 | | | | 39,416 | | | Diluted | | | 37,215 | | | | 39,113 | |
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QUANEX BUILDING PRODUCTS CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)
| | | | | | | | |
April 30, | | | | | October 31, | |
2008 | | | | | 2007 | |
| | | | Assets | | | | |
$ | 40,450 | | | Cash and equivalents | | $ | 1,778 | |
| 85,834 | | | Accounts and notes receivable, net | | | 80,095 | |
| 56,647 | | | Inventories, net | | | 53,556 | |
| 1,901 | | | Deferred income taxes | | | 5,370 | |
| 10,349 | | | Other current assets | | | 4,372 | |
| — | | | Current assets of discontinued operations | | | 431,326 | |
| | | | | | |
| 195,181 | | | Total current assets 576,497 | | | | |
| 165,786 | | | Property, plant and equipment, net | | | 173,590 | |
| 12,584 | | | Deferred income taxes | | | — | |
| 196,372 | | | Goodwill | | | 196,385 | |
| 64,838 | | | Intangible assets, net | | | 68,199 | |
| 9,499 | | | Other assets | | | 9,225 | |
| — | | | Assets of discontinued operations | | | 310,926 | |
| | | | | | |
$ | 644,260 | | | Total assets | | $ | 1,334,822 | |
| | | | | | |
| | | | Liabilities and stockholders’ equity | | | | |
$ | 68,614 | | | Accounts payable | | $ | 68,167 | |
| 32,155 | | | Accrued liabilities | | | 37,102 | |
| 363 | | | Current maturities of long-term debt | | | 1,464 | |
| — | | | Current liabilities of discontinued operations | | | 242,570 | |
| | | | | | |
| 101,132 | | | Total current liabilities | | | 349,303 | |
| 2,388 | | | Long-term debt | | | 2,551 | |
| — | | | Deferred income taxes | | | 34,457 | |
| 3,458 | | | Non-current environmental reserves | | | 4,239 | |
| 11,891 | | | Other liabilities | | | 13,889 | |
| — | | | Liabilities of discontinued operations | | | 47,234 | |
| | | | | | |
| 118,869 | | | Total liabilities | | | 451,673 | |
| 525,391 | | | Total stockholders’ equity | | | 883,149 | |
| | | | | | |
$ | 644,260 | | | Total liabilities and stockholders’ equity | | $ | 1,334,822 | |
| | | | | | |
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QUANEX BUILDING PRODUCTS CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOW
(In thousands)
(Unaudited)
| | | | | | | | |
| | Six months ended | |
| | April 30, | |
| | 2008 | | | 2007 | |
Operating activities: | | | | | | | | |
Net income | | $ | (2,249 | ) | | $ | 53,897 | |
Income from discontinued operations | | | (5,675 | ) | | | (36,031 | ) |
| | | | | | |
Net income from continuing operations | | | (7,924 | ) | | | 17,866 | |
Adjustments to reconcile net income to cash provided by operating activities: | | | | | | | | |
Depreciation and amortization | | | 18,111 | | | | 18,901 | |
Deferred income taxes | | | 2,999 | | | | (782 | ) |
Stock-based compensation | | | 24,936 | | | | 3,006 | |
| | | | | | |
| | | 38,122 | | | | 38,991 | |
Changes in assets and liabilities, net of effects from acquisitions, dispositions and the Separation: | | | | | | | | |
Decrease (Increase) in accounts and notes receivable | | | (5,896 | ) | | | (12,080 | ) |
Decrease (Increase) in inventory | | | (3,127 | ) | | | (8,080 | ) |
Decrease (Increase) in other current assets | | | (4,872 | ) | | | 633 | |
Increase (Decrease) in accounts payable | | | 954 | | | | 16,184 | |
Increase (Decrease) in accrued liabilities | | | (2,294 | ) | | | (8,510 | ) |
Increase (Decrease) in income taxes payable | | | (646 | ) | | | (3 | ) |
Other, net | | | (2,773 | ) | | | 4,742 | |
| | | | | | |
Cash provided by (used for) operating activities from continuing operations | | | 19,468 | | | | 31,877 | |
Cash provided by (used for) operating activities from discontinued operations | | | 25,127 | | | | 52,507 | |
| | | | | | |
Cash provided by (used for) operating activities | | | 44,595 | | | | 84,384 | |
| | | | | | |
| | | | | | | | |
Investment activities: | | | | | | | | |
Capital expenditures, net of retirements | | | (6,941 | ) | | | (7,292 | ) |
| | | | | | |
Cash provided by (used for) investing activities from continuing operations | | | (6,941 | ) | | | (7,292 | ) |
Cash provided by (used for) investing activities from discontinued operations | | | 34,113 | | | | (107,515 | ) |
| | | | | | |
Cash provided by (used for) investment activities | | | 27,172 | | | | (114,807 | ) |
| | | | | | |
| | | | | | | | |
Financing activities: | | | | | | | | |
Repayments of long-term debt | | | (1,264 | ) | | | (2,521 | ) |
Funding from Separation | | | 27,755 | | | | — | |
Transfers to Quanex Corporation | | | | | | | (22,638 | ) |
Other, net | | | (290 | ) | | | — | |
| | | | | | |
Cash provided by (used for) financing activities from continuing operations | | | 26,201 | | | | (25,159 | ) |
Cash provided by (used for) financing activities from discontinued operations | | | (46,183 | ) | | | 13,824 | |
| | | | | | |
Cash provided by (used for) financing activities | | | (19,982 | ) | | | (11,335 | ) |
| | | | | | |
Effect of exchange rate changes on cash and equivalents | | | (56 | ) | | | 11 | |
LESS: (Increase) Decrease in cash and equivalents from discontinued operations | | | (13,057 | ) | | | 41,184 | |
| | | | | | |
Increase (Decrease) in cash and equivalents from continuing operations | | | 38,672 | | | | (563 | ) |
Beginning of period cash and equivalents | | | 1,778 | | | | 2,247 | |
| | | | | | |
End of period cash and equivalents | | $ | 40,450 | | | $ | 1,684 | |
| | | | | | |
10