Form 8-K/A
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. )
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 31, 2011
Quanex Building Products Corporation
(Exact name of registrant as specified in its charter)
         
Delaware   001-33913   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 2.01. Completion of Acquisition or Disposition of Assets.
On March 31, 2011, Quanex Building Products Corporation, a Delaware corporation (“we,” “us,” “our,” “Quanex” or the “Company”), completed its acquisition (the “Acquisition”) of Edgetech I.G., Inc., an Ohio corporation (“Edgetech”), the United Kingdom division of Edgetech (“Edgetech UK”), and Edgetech Europe GmbH, a German company (“Edgetech Germany” and together with Edgetech and Edgetech UK, the “Edgetech Entities”). Headquartered in Cambridge, Ohio, the Edgetech Entities have three manufacturing facilities located in the United States, the United Kingdom and Germany that produce a full line of warm-edge, dual seal insulating glass spacer systems for window and door customers in North America and abroad. The Edgetech Entities’ products separate and seal double and triple pane glass within a window and further act as a thermal barrier that enhances the window’s energy efficiency.
Quanex acquired the Edgetech Entities by merging its wholly-owned subsidiary, QSB Inc., a Delaware corporation (“QSB”), with and into Lauren International, Inc. formerly known as Lauren Holdco Inc., an Ohio corporation and parent of the Edgetech Entities (“Holdco”), pursuant to the terms and conditions of the previously filed Agreement and Plan of Merger (the “Merger Agreement”), dated as of January 31, 2011, among the Company, QSB, Lauren International Ltd. fka Lauren International Inc., a privately-held Ohio corporation (“Lauren”), Holdco and Kevin E. Gray, as agent for the shareholders of Holdco (“Agent”). Holdco is now our wholly-owned subsidiary. On the closing date of the Acquisition, in exchange for the issued and outstanding shares of Holdco, we paid consideration consisting of approximately $105 million in cash, $7 million of which was placed into an escrow fund to satisfy certain of Lauren’s indemnity obligations under the Merger Agreement. Additionally, Quanex will be responsible for the tax liability resulting from the pre-closing reorganization of Lauren and its subsidiaries limited to $3.5 million.
Other than with respect to the Acquisition and the Merger Agreement, no material relationship exists between Quanex or any of its affiliates, or any director or officer of Quanex, or any associate of any such director or officer, with Lauren, Holdco or Agent.
The foregoing summary of the Acquisition, the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, which is attached as Exhibit 2.1 to the Company’s current report on Form 8-K filed on February 2, 2011 and is incorporated herein by reference.
Item 8.01. Other Events.
On April 1, 2011, the Company issued a press release announcing that it had completed the Acquisition. The full text of the press release is attached as Exhibit 99.1 to the current report on Form 8-K filed on April 5, 2011, and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(a) The audited financial statements of the Edgetech Entities for the year ended December 31, 2010 as specified in Rule 3-05(b) of Regulation S-X (17 CFR 210.3-05(b)) are attached as Exhibit 99.2 to this current report on Form 8-K/A and are incorporated herein by reference.
(b) Pro forma condensed combined financial information (unaudited)
The following unaudited pro forma condensed combined balance sheet as of October 31,2010 and the unaudited pro forma condensed combined statement of income for the year ended October 31, 2010 are derived from the consolidated financial statements of Quanex and the Edgetech Entities and give effect to the Acquisition. The unaudited pro forma condensed combined balance sheet is presented as if the Acquisition had occurred as of October 31, 2010 (Quanex’s fiscal year-end). The unaudited pro forma condensed combined statement of income is presented as if the Acquisition had occurred on November 1, 2009 (the beginning of Quanex’s 2010 fiscal year).
The Acquisition has been accounted for under the acquisition method of accounting, under which the total purchase price consideration is allocated to assets and liabilities assumed based upon their fair values. The excess of the purchase price over the amounts assigned to tangible or intangible assets acquired and liabilities assumed is recognized as goodwill. Among other adjustments and as more fully described in the notes, the pro forma financial statements reflect the recognition of intangible assets and the related pro forma amortization of such intangible assets.

 

 


 

The preliminary allocation of purchase price is based upon the best information available and is provisional pending, among other things, the finalization of the valuation of intangible assets, the valuation of property, plant and equipment and other management estimates of fair values. During the measurement period (which is not to exceed one year from the acquisition date), additional assets, or liabilities may be recognized if new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have resulted in the recognition of those assets or liabilities as of that date. The preliminary purchase price allocation may be adjusted after obtaining additional information regarding, among other things, asset valuation, liabilities assumed and revisions of previous estimates.
The unaudited pro forma condensed combined financial information does not purport to reflect the results the combined company may achieve in future periods or the results that would have been obtained had Quanex and the Edgetech Entities been combined during the periods presented. The unaudited pro forma condensed combined financial information does not include any operating efficiencies or cost savings that may be achieved or acquisition and integration expenses. Additionally, the historical Edgetech Entities’ financial information has not been adjusted to remove expenses that will cease under Quanex’s ownership, such as the parent company allocation, or to add incremental expenses anticipated going forward. Generally, the pro forma financial information reflects the allocation of the purchase price to the appropriate assets and liabilities based upon their fair values, and related changes in depreciation and amortization expense.
The unaudited pro forma condensed combined financial information, including the notes thereto, should be read in conjunction with (1) the Consolidated Financial Statements of Quanex included in its annual report on Form 10-K for the year ended October 31, 2010, and (2) the consolidated financial statements of the Edgetech Entities included as Exhibit 99.2 to this current report on Form 8-K/A.

 

 


 

QUANEX BUILDING PRODUCTS CORPORATION
PRO FORMA CONDENSED COMBINED BALANCE SHEET (Unaudited)

(In thousands)
                                 
    Historical           Combined  
    Quanex     Edgetech Entities     Pro Forma     Pro Forma  
    10/31/2010     12/31/2010     Adjustments     10/31/2010  
ASSETS
                               
Current Assets:
                               
Cash and equivalents
  $ 187,178     $ 779     $ (105,231 )(a)   $ 82,726  
Accounts receivable, net
    87,007       20,367       (11,507 )(b)     95,867  
Inventories
    45,200       6,236       2,187 (c)     53,623  
Deferred income taxes
    10,547       328       (831 )(d)     10,044  
Prepaid and other current assets
    8,229       497               8,726  
Current assets of discontinued operations
    462                     462  
 
                       
Total current assets
    338,623       28,207       (115,382 )     251,448  
Property, plant and equipment, net
    135,517       16,652       1,394 (e)     153,563  
Deferred income taxes
    30,563             (21,381 )(d)     9,182  
Goodwill
    25,189             47,153 (e)     72,342  
Intangible assets, net
    44,668             52,320 (e)     96,988  
Other assets
    16,690       1,639             18,329  
 
                       
Total assets
  $ 591,250     $ 46,498     $ (35,896 )   $ 601,852  
 
                       
 
                               
LIABILITIES AND STOCKHOLDERS’ EQUITY
                               
Current liabilities:
                               
Accounts payable
  $ 70,986     $ 4,953           $ 75,939  
Accrued liabilities
    43,447       2,145             45,592  
Other current liabilities
                  3,504 (f)     3,504  
Current maturities of long-term debt
    327       450       (450 )(g)     327  
Current liabilities of discontinued operations
    30                   30  
 
                       
Total current liabilities
    114,790       7,548       3,054       125,392  
Long-term debt
    1,616       3,218       (3,218 )(g)     1,616  
Deferred pension and postretirement benefits
    3,667                     3,667  
Non-current environmental reserves
    12,027                     12,027  
Other liabilities
    17,718       969       (969 )(d)     17,718  
 
                       
Total liabilities
    149,818       11,735       (1,133 )     160,420  
Total stockholders’ equity
    441,432       34,763       (34,763 )     441,432  
 
                       
Total liabilities and stockholders’ equity
  $ 591,250     $ 46,498       (35,896 )   $ 601,852  
 
                       
See note to unaudited pro forma condensed combined financial information.

 

 


 

     
NOTE 1 — The unaudited pro forma condensed combined balance sheet is presented as if the Acquisition had occurred as of October 31, 2010 (Quanex’s fiscal year-end). Pro forma adjustments are made to reflect:
 
(a)  
Cash purchase consideration of $105.2 million paid by Quanex on the Acquisition date.
 
(b)  
Elimination of the Edgetech Entities’ related party receivable from Lauren International, Inc.
 
(c)  
Recognition of the estimated step up to measure the Edgetech Entities’ inventory at fair value.
 
(d)  
Recognition of a $0.8 million current deferred tax liability related to the excess fair value over the tax basis of inventory. Recognition of a $20.4 million non-current deferred tax liability related to the excess fair value over the tax basis of intangible assets and property, plant and equipment and reclass of the Edgetech Entities’ non-current deferred income tax liability of $1.0 million.
 
(e)  
Recording of the Edgetech Entities’ property, plant and equipment at its estimated fair value of $18.0 million. Recognition of the estimated $52.3 million fair value of intangible assets acquired for customer relationships, technology and trademarks and trade names, and recording of goodwill of $47.2 million.
 
(f)  
Assumption of the tax liability resulting from the pre-closing reorganization of Lauren and its subsidiaries estimated at and limited to $3.5 million.
 
(g)  
Removal of the current and long-term portion of the Edgetech Entities’ assigned term loan..

 

 


 

QUANEX BUILDING PRODUCTS CORPORATION
PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME (Unaudited)

(In thousands, except per share data)
                                 
    Historical                
            Edgetech             Combined  
    Quanex     Entities             Pro Forma  
    Twelve Months     Twelve Months             Twelve Months  
    Ended     Ended     Pro Forma     Ended  
    10/31/2010     12/31/2010     Adjustments     10/31/2010  
 
                               
Net sales
  $ 798,314     $ 76,281     $     $ 874,595  
Cost and expenses:
                               
Cost of sales (exclusive of items shown separately below)
    660,849       51,721             712,570  
Selling, general and administrative
    71,954       14,369       855 (a)     87,178  
Depreciation and amortization
    28,214       1,776       5,506 (b)     35,496  
 
                       
Operating income (loss)
    37,297       8,415       (6,361 )     39,351  
Interest expense
    (440 )     (230 )           (670 )
Other, net
    2,645       539             3,184  
 
                       
Income (loss) from continuing operations before income taxes
    39,502       8,724       (6,361 )     41,865  
Income tax benefit (expense)
    (15,301 )     (2,535 )     2,417 (c)     (15,419 )
 
                       
Income (loss) from continuing operations
  $ 24,201     $ 6,189     $ (3,944 )   $ 26,446  
 
                       
 
                               
Earnings (loss) per share from continuing operations:
                               
Basic
  $ 0.65                     $ 0.71  
Diluted
  $ 0.64                     $ 0.70  
 
                               
Weighted average common shares outstanding:
                               
Basic
    37,220                       37,220  
Diluted
    37,671                       37,671  
See note to unaudited pro forma condensed combined financial information.

 

 


 

     
NOTE 1 — The unaudited pro forma condensed combined statement of income is presented as if the Acquisition had occurred on November 1, 2009 (the beginning of Quanex’s fiscal year). Pro forma adjustments are made to reflect:
 
(a)  
Recording of rent expense for the Edgetech Entities’ Cambridge, Ohio facility.
 
(b)  
Removal of the Edgetech Entities’ historical depreciation and amortization of $1.8 million. Recording of estimated amortization expense for intangible assets acquired of $5.6 million, and recording of depreciation expense of $1.7 million based on the estimated fair value of property, plant and equipment and the useful lives of such assets. Pro forma depreciation and amortization is calculated on the straight line method and the expected useful lives of the intangible assets range from three to thirteen years.
 
(c)  
Recording the tax effects of pro forma adjustments calculated at the statutory rate in effect during the twelve months ended October 31, 2010.

 

 


 

(d) Exhibits
         
  2.1    
Agreement and Plan of Merger, dated as of January 31, 2011, by and among Quanex Building Products Corporation, QSB Inc., Lauren Holdco Inc., Lauren International, Inc. and Kevin E. Gray, as agent for the shareholders of Lauren Holdco Inc. (incorporated by reference to Exhibit 2.1 to that current report on Form 8-K (Reg. No. 001-33913) filed with the SEC on February 2, 2011).
       
 
  99.1    
Press Release dated April 1, 2011(incorporated by reference to Exhibit 99.1 to that current report on Form 8-K (Reg. No. 001-33913) filed with the SEC on April 5, 2011).
       
 
  99.2    
Consolidated Financial Statements of Edgetech I. G. Inc. and Subsidiary for the year ended December 31, 2010.

 

 


 

SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
         
  QUANEX BUILDING PRODUCTS CORPORATION
 
 
Date: May 10, 2011  By:   /s/ Brent L. Korb    
    Brent L. Korb   
    Senior Vice President — Finance and
Chief Financial Officer 
 

 

 


 

EXHIBIT INDEX
         
Exhibit    
Number   Description
       
 
  2.1    
Agreement and Plan of Merger, dated as of January 31, 2011, by and among Quanex Building Products Corporation, QSB Inc., Lauren Holdco Inc., Lauren International, Inc. and Kevin E. Gray, as agent for the shareholders of Lauren Holdco Inc. (incorporated by reference to Exhibit 2.1 to that current report on Form 8-K (Reg. No. 001-33913) filed with the SEC on February 2, 2011).
       
 
  99.1    
Press Release dated March 31, 2011(incorporated by reference to Exhibit 99.1 to that current report on Form 8-K (Reg. No. 001-33913) filed with the SEC on April 5, 2011).
       
 
  99.2    
Consolidated Financial Statements of Edgetech I. G. Inc. and Subsidiary for the year ended December 31, 2010.