Form 8-K
0001423221 False 0001423221 2020-04-06 2020-04-06 iso4217:USD xbrli:shares iso4217:USD xbrli:shares
 

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):  April 6, 2020

_______________________________

Quanex Building Products Corporation

(Exact name of registrant as specified in its charter)

_______________________________

Delaware001-3391326-1561397
(State or Other Jurisdiction of Incorporation)(Commission File Number)(I.R.S. Employer Identification No.)

1800 West Loop South, Suite 1500

Houston, Texas 77027

(Address of Principal Executive Offices) (Zip Code)

(713) 961-4600

(Registrant's telephone number, including area code)

 

(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:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value 0001423221 2020-04-06 2020-04-06 iso4217:USD xbrli:shares iso4217:USD xbrli:shares
 

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):  April 6, 2020

_______________________________

Quanex Building Products Corporation

(Exact name of registrant as specified in its charter)

_______________________________

Delaware001-3391326-1561397
(State or Other Jurisdiction of Incorporation)(Commission File Number)(I.R.S. Employer Identification No.)

1800 West Loop South, Suite 1500

Houston, Texas 77027

(Address of Principal Executive Offices) (Zip Code)

(713) 961-4600

(Registrant's telephone number, including area code)

 

(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:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.01 per shareNXNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 
 
Item 7.01. Regulation FD Disclosure.

On April 6, 2020, the Registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

Exhibit 99.1. Press release dated April 6, 2020

Exhibit 104. Cover Page Interactive Data File (embedded within the Inline XBRL document)

 
 

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 hereunto duly authorized.

 Quanex Building Products Corporation
   
  
Date: April 6, 2020By: /s/ SCOTT ZUEHLKE        
  Scott Zuehlke
  SVP, CFO and Treasurer
  NXNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 
 
Item 7.01. Regulation FD Disclosure.

On April 6, 2020, the Registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

Exhibit 99.1. Press release dated April 6, 2020

Exhibit 104. Cover Page Interactive Data File (embedded within the Inline XBRL document)

 
 

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 hereunto duly authorized.

 Quanex Building Products Corporation
   
  
Date: April 6, 2020By: /s/ SCOTT ZUEHLKE        
  Scott Zuehlke
  SVP, CFO and Treasurer
  

 

EdgarFiling

EXHIBIT 99.1

Quanex Building Products Provides COVID-19 Update

HOUSTON, April 06, 2020 (GLOBE NEWSWIRE) -- Quanex Building Products Corporation (NYSE: NX) (“Quanex” or the “Company”) today provided an update in response to the COVID-19 pandemic.

George Wilson, President and Chief Executive Officer, stated, “First and foremost, the health and safety of our employees and communities is our primary focus. We are taking appropriate safety measures throughout our plants, and following applicable CDC and governmental guidelines, in an effort to protect our employees and their families while continuing to service our customers and provide vital components for important construction projects around the world. All of our manufacturing facilities are currently operating in compliance with applicable regulatory orders, other than our two facilities in England which are currently closed in accordance with the United Kingdom’s shutdown order. It is difficult to predict how this pandemic will ultimately impact our Company and our end markets, so we believe it is prudent to withdraw our prior guidance for 2020. That said, our balance sheet remains strong and we have a highly variable cost structure, which gives us the ability to rapidly reduce costs as demand dictates. As such, we feel our business is well-equipped to handle the challenges ahead and we are confident that we will weather this storm.”

Liquidity Update

As a precautionary measure, and in an effort to increase its cash position and preserve financial flexibility due to uncertainty surrounding the COVID-19 pandemic, the Company elected to draw an additional $50 million from its $325 million Senior Secured Revolving Credit Facility due 2023 (the “Credit Facility”). The proceeds are available to be used for working capital and general corporate purposes. Quanex currently has approximately $70 million of cash on hand and approximately $100 million of capacity remaining under the Credit Facility.

About Quanex

Quanex Building Products Corporation is an industry-leading manufacturer of components sold to Original Equipment Manufacturers (OEMs) in the building products industry. Quanex designs and produces energy-efficient fenestration products in addition to kitchen and bath cabinet components.

Forward-Looking Statements

Statements that use the words “estimated,” “expect,” “could,” “should,” “believe,” “will,” “might,” or similar words reflecting future expectations or beliefs are forward-looking statements. The forward-looking statements include, but are not limited to, the Company’s future operating results, future financial condition, future uses of cash and other expenditures, expenses and tax rates, expectations relating to Quanex’s industry, and the Company’s future growth, including any guidance discussed in this press release. The statements and guidance set forth in this release are based on current expectations. Actual results or events may differ materially from this release. For a complete discussion of factors that may affect Quanex’s future performance, please refer to the Company’s Annual Report on Form 10-K for the fiscal year ended October 31, 2019, and the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended January 31, 2020, under the sections entitled “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors”. Any forward-looking statements in this press release are made as of the date hereof, and Quanex undertakes no obligation to update or revise any forward-looking statements to reflect new information or events.

Contact:
Scott Zuehlke
SVP, Chief Financial Officer and Treasurer
713-877-5327
scott.zuehlke@quanex.com

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Cover
Apr. 06, 2020
Document Type 8-K
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Document Period End Date Apr. 06, 2020
Entity File Number 001-33913
Entity Registrant Name Quanex Building Products Corporation
Entity Central Index Key 0001423221
Entity Tax Identification Number 26-1561397
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 1800 West Loop South, Suite 1500
Entity Address, City or Town Houston
Entity Address, State or Province TX
Entity Address, Postal Zip Code 77027
City Area Code 713
Local Phone Number 961-4600
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, par value $0.01 per share
Trading Symbol NX
Security Exchange Name NYSE
Entity Emerging Growth Company false