Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
General
The discussion and analysis of Quanex Building Products Corporation and its
subsidiaries' financial condition and results of operations should be read in
conjunction with the July 31, 2012 Consolidated Financial Statements of the
Company and the accompanying notes and in conjunction with the Consolidated
Financial Statements and notes thereto included in the Company's Annual Report
on Form 10-K for the fiscal year ended October 31, 2011. References made to the
"Company" or "Quanex" include Quanex Building Products Corporation and its
subsidiaries and Quanex Corporation (accounting predecessor to Quanex Building
Products Corporation) unless the context indicates otherwise.
Private Securities Litigation Reform Act
Certain of the statements contained in this document and in documents
incorporated by reference herein, including those made under the caption
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" are "forward-looking" statements as defined under the Private
Securities Litigation Reform Act of 1995. Generally, the words "expect,"
"believe," "intend," "estimate," "anticipate," "project," "will" and similar
expressions identify forward-looking statements, which generally are not
historical in nature. All statements which address future operating performance,
events or developments that the Company expects or anticipates will occur in the
future, including statements relating to volume, sales, operating income and
earnings per share, and statements expressing general outlook about future
operating results, are forward-looking statements. Forward-looking statements
are subject to certain risks and uncertainties that could cause actual results
to differ materially from the Company's historical experience and the present
projections or expectations. As and when made, management believes that these
forward-looking statements are reasonable. However, caution should be taken not
to place undue reliance on any such forward-looking statements since such
statements speak only as of the date when made and there can be no assurance
that such forward-looking statements will occur. The Company undertakes no
obligation to publicly update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise.
Factors exist that could cause the Company's actual results to differ materially
from the expected results described in or underlying the Company's
forward-looking statements. Such factors include domestic and international
economic activity, prevailing prices of aluminum scrap and other raw material
costs, the rate of change in prices for aluminum scrap, fluctuations in foreign
currency exchange rates, energy costs, interest rates, construction delays,
market conditions, particularly in the home building and remodeling markets, any
material changes in purchases by the Company's principal customers, labor supply
and relations, environmental regulations, changes in estimates of costs for
known environmental remediation projects and situations, world-wide political
stability and economic growth, warranty obligations, the Company's successful
implementation of its internal operating plans, acquisition strategies and
integration, performance issues with key customers, suppliers and
subcontractors, and regulatory changes and legal proceedings. Accordingly, there
can be no assurance that the forward-looking statements contained herein will
occur or that objectives will be achieved. All written and verbal
forward-looking statements attributable to the Company or persons acting on its
behalf are expressly qualified in their entirety by such factors. For more
information, see Part I, Item 1A, "Risk Factors" in the Company's Annual Report
on Form 10-K, for the year ended October 31, 2011.
About Third-Party Information
In this report, the Company relies on and refers to information regarding
industry data obtained from market research, publicly available information,
industry publications, U.S. government sources and other third parties. Although
the Company believes the information is reliable, it cannot guarantee the
accuracy or completeness of the information and has not independently verified
it.
Description of Business
On December 12, 2007, Quanex Building Products Corporation was incorporated in
the state of Delaware as a subsidiary of Quanex Corporation to facilitate the
separation of Quanex Corporation's vehicular products and building products
businesses. The separation occurred on April 23, 2008 through the spin-off of
Quanex Corporation's building products business to its shareholders immediately
followed by the merger of Quanex Corporation (consisting principally of the
vehicular products business and all non-building products related corporate
accounts) with a wholly-owned subsidiary of Gerdau S.A. (Gerdau).
The spin-off and subsequent merger is hereafter referred to as the "Separation".
For purposes of describing the events related to the Separation, as well as
other events, transactions and financial results of Quanex Corporation and its
subsidiaries related to periods prior to April 23, 2008, the term "the Company"
refers to Quanex Building Products Corporation's accounting predecessor, Quanex
Corporation. In March 2011, the Company acquired Edgetech I.G., Inc. and its
German subsidiary. Headquartered in Cambridge, Ohio, Edgetech has three
manufacturing facilities (U.S., U.K., and Germany) that produce and market a
full line of insulating glass spacer systems for window and door customers in
North America and abroad.
Table of Contents
In November 2011, management committed to a program to consolidate its
Insulating Glass (IG) spacer manufacturing facility in Barbourville, Kentucky
into its IG spacer manufacturing facility in Cambridge, Ohio. The facility
consolidation was completed in August 2012. In 2010, management closed its
start-up facility in China due to the contraction of demand and the Company's
ability to serve the overseas thin film solar panel market from its North
American operations. Accordingly, the China assets and liabilities, results of
operations and cash flows are reported as discontinued operations for all
periods presented. Unless otherwise noted, all discussions reflect only
continuing operations.