Quanex Building Products CORP - Quarter Report: 2008 July (Form 10-Q)

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

QUANEX BUILDING PRODUCTS CORPORATION

(Exact name of registrant as specified in its charter)

DELAWARE		26-1561397
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1900 West Loop South, Suite 1500, Houston, Texas 77027
(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (713) 961-4600

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer“and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o		Accelerated filer o		Non-accelerated filer þ		Smaller reporting company o
				(Do not check if a small reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class		Outstanding at August 22, 2008
Common Stock, par value $0.01 per share		37,657,891

 

 

QUANEX BUILDING PRODUCTS CORPORATION
INDEX

PART I. FINANCIAL INFORMATION			1
Item 1: Financial Statements (Unaudited)
Consolidated Balance Sheets — July 31, 2008 and October 31, 2007			1
Consolidated Statements of Income — Three and Nine Months Ended July 31, 2008 and 2007			2
Consolidated Statements of Cash Flow — Nine Months Ended July 31, 2008 and 2007			3
Consolidated Statement of Stockholders’ Equity — Nine Months Ended July 31, 2008			4
Notes to Consolidated Financial Statements			5
Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations			26
Item 3: Quantitative and Qualitative Disclosures About Market Risk			38
Item 4T: Controls and Procedures			38
PART II. OTHER INFORMATION			39
Item 1A: Risk Factors			39
Item 5: Other Information			39
Item 6: Exhibits			39
Exhibit 3.2
Exhibit 31.1
Exhibit 31.2
Exhibit 32.1

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

QUANEX BUILDING PRODUCTS CORPORATION

		July 31,				October 31,
		2008				2007
		(In thousands except share data)
ASSETS
Current assets:
Cash and equivalents		$	53,932			$	1,778
Accounts and notes receivable, net of allowance of $1,848 and $2,058			99,077				80,095
Inventories, net			59,851				53,556
Deferred income taxes			1,899				5,370
Prepaid and other current assets			5,116				4,372
Current assets of discontinued operations			—				431,326
Total current assets			219,875				576,497
Property, plant and equipment, net			163,142				173,590
Deferred income taxes			12,697				—
Goodwill			196,368				196,385
Intangible assets, net			63,550				68,199
Other assets			8,859				9,225
Assets of discontinued operations			—				310,926
Total assets		$	664,491			$	1,334,822
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable		$	71,121			$	68,167
Accrued liabilities			33,217				37,102
Income taxes payable			4,415				—
Current maturities of long-term debt			363				1,464
Current liabilities of discontinued operations			—				242,570
Total current liabilities			109,116				349,303
Long-term debt			2,188				2,551
Deferred income taxes			—				34,457
Non-current environmental reserves			2,979				4,239
Other liabilities			11,675				13,889
Liabilities of discontinued operations			—				47,234
Total liabilities			125,958				451,673
Stockholders’ equity:
Preferred stock, no par value, shares authorized 1,000,000; issued and outstanding none			—				—
Common stock, $0.01 and $0.50 par value, shares authorized 125,000,000 and 100,000,000; issued 37,730,016 and 38,301,033			378				19,151
Additional paid-in-capital			229,539				214,239
Retained earnings			309,697				690,328
Accumulated other comprehensive income (loss)			289				(1,534	)
			539,903				922,184
Less treasury stock at cost, 981,117 shares at October 31, 2007			—				(37,287	)
Less common stock held by rabbi trust, 102,125 and 130,329 shares			(1,370	)			(1,748	)
Total stockholders’ equity			538,533				883,149
Total liabilities and stockholders’ equity		$	664,491			$	1,334,822

The accompanying notes are an integral part of the financial statements.

QUANEX BUILDING PRODUCTS CORPORATION

		Three Months Ended								Nine Months Ended
		July 31,								July 31,
		2008				2007				2008				2007
		(In thousands, except per share amounts)
Net sales		$	240,338			$	269,506			$	622,588			$	708,448
Cost and expenses:
Cost of sales (exclusive of items shown separately below)			200,443				210,602				518,296				565,749
Selling, general and administrative expense			17,002				17,952				80,682				54,351
Depreciation and amortization			8,521				8,680				26,627				27,577
Operating income (loss)			14,372				32,272				(3,017	)			60,771
Interest expense			(118	)			(140	)			(356	)			(452	)
Other, net			326				99				4,876				259
Income (loss) from continuing operations before income taxes			14,580				32,231				1,503				60,578
Income tax expense			(5,762	)			(10,575	)			(609	)			(21,056	)
Income (loss) from continuing operations			8,818				21,656				894				39,522
Income (loss) from discontinued operations, net of tax			—				16,991				5,675				53,022
Net income (loss)		$	8,818			$	38,647			$	6,569			$	92,544
Basic earnings per common share:
Earnings (loss) from continuing operations		$	0.24			$	0.59			$	0.02			$	1.07
Income (loss) from discontinued operations			—				0.45				0.16				1.43
Basic earnings (loss) per share		$	0.24			$	1.04			$	0.18			$	2.50
Diluted earnings per common share:
Earnings (loss) from continuing operations		$	0.24			$	0.54			$	0.02			$	1.00
Income (loss) from discontinued operations			—				0.44				0.15				1.38
Diluted earnings (loss) per share		$	0.24			$	0.98			$	0.17			$	2.38
Weighted-average common shares outstanding:
Basic			37,333				37,012				37,255				36,951
Diluted			37,509				39,992				38,896				39,449

The accompanying notes are an integral part of the financial statements.

QUANEX BUILDING PRODUCTS CORPORATION

		Nine Months Ended
		July 31,
		2008				2007
		(In thousands)
Operating activities:
Net income (loss)		$	6,569			$	92,544
(Income) loss from discontinued operations			(5,675	)			(53,022	)
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
Changes in assets and liabilities, net of effects from acquisitions and dispositions:
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 stock 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 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
Cash and equivalents at beginning of period			1,778				2,247
Cash and equivalents at end of period		$	53,932			$	2,962

The accompanying notes are an integral part of the financial statements.

QUANEX BUILDING PRODUCTS CORPORATION

														Accumulated
						Additional								Other								Total
		Common				Paid-in				Retained				Comprehensive								Stockholders’
Nine months Ended July 31, 2008		Stock				Capital				Earnings				Income (Loss)				Other				Equity
		(In thousands, except per share amounts)
Balance at October 31, 2007		$	19,151			$	214,239			$	690,328			$	(1,534	)		$	(39,035	)		$	883,149
Net income (loss)											6,569												6,569
Common dividends ($0.31 per share)											(11,563	)											(11,563	)
Stock-based compensation activity (excluding transaction related):
Stock-based compensation earned							2,872																2,872
Stock options exercised											(1,905	)							5,883				3,978
Restricted stock awards			4				(4	)															—
Stock-based compensation tax benefit							1,609																1,609
Cumulative effect of adopting FIN 48											1,948												1,948
Changes in connection with the Separation:
Separation from Quanex Corporation											(344,241	)			1,957				378				(341,906	)
Retirement of treasury stock			(413	)							(30,991	)							31,404				—
Change in par value			(18,343	)			18,343																—
Modification of stock-based compensation awards			(8	)			(6,738	)			(6	)											(6,752	)
Other			(13	)			(782	)			(442	)			(134	)							(1,371	)
Balance at July 31, 2008		$	378			$	229,539			$	309,697			$	289			$	(1,370	)		$	538,533

The accompanying notes are an integral part of the financial statements.

QUANEX BUILDING PRODUCTS CORPORATION

1. Description of Business and Basis of Presentation

Quanex Building Products Corporation and its subsidiaries (Quanex or the Company) are managed on a decentralized basis and operate in two business segments: Engineered Products and Aluminum Sheet Products. The Engineered Products segment produces engineered products and components primarily serving the window and door industry, while the Aluminum Sheet Products segment produces mill finished and coated aluminum sheet serving the broader building products markets and secondary markets such as recreational vehicles and capital equipment. The primary market drivers of the building and construction focused business are residential housing starts and remodeling expenditures. Quanex believes it is a technological leader in the production of aluminum flat-rolled products, flexible insulating glass spacer systems, extruded plastic profiles, and precision-formed metal and wood products which primarily serve the North American building products markets. The Company uses low-cost production processes, and engineering and metallurgical expertise to provide customers with specialized products for specific applications.

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). This is hereafter referred to as the “Separation” and is more fully described in Note 3.

Notwithstanding the legal form of the Separation, because Gerdau merged with and into Quanex Corporation immediately following the spin-off and because the senior management of Quanex Corporation continued as the senior management of Quanex Building Products Corporation following the spin-off, we consider Quanex Building Products Corporation as divesting the Quanex Corporation vehicular products segment and non-building products related corporate items and have treated it as the “accounting successor” to Quanex Corporation for financial reporting purposes in accordance with Emerging Issues Task Force (EITF) Issue No. 02-11, “Accounting for Reverse Spinoffs” (EITF 02-11). For purposes of describing the events related to the Separation as well as other events, transactions and financial results of Quanex Building Products Corporation and its subsidiaries related to periods prior to April 23, 2008, the term “Quanex” or the “Company” also refer to Quanex Building Products Corporation’s accounting predecessor, Quanex Corporation.

In accordance with the provisions of Statement of Financial Accounting Standard (SFAS) No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” (SFAS 144) effective with the Separation on April 23, 2008, the results of operations and cash flows related to the vehicular products business and non-building products related corporate items are reported as discontinued operations for all periods presented. In addition, the assets and liabilities of the vehicular products business and non-building products related corporate items have been segregated from the assets and liabilities related to the Company’s continuing operations and presented separately on the Company’s comparative balance sheet as of October 31, 2007. Unless otherwise noted, all disclosures in the notes accompanying the consolidated financial statements reflect only continuing operations.

The interim unaudited consolidated financial statements of the Company include all adjustments which, in the opinion of management, are necessary for a fair presentation of the Company’s financial position and results of operations. All such adjustments are of a normal recurring nature. These financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. The preparation of these financial statements requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying footnotes. Estimates and assumptions about future events and their effects cannot be perceived with certainty. Estimates may change as new events occur, as more experience is acquired, as additional information becomes available and as the Company’s operating environment changes. Actual results could differ from estimates. These statements should be read in conjunction with the consolidated financial statements and notes thereto included in the “Index to Consolidated Financial Statements of Quanex Corporation (Accounting Predecessor to Quanex Building Products Corporation)” of 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 (the Company’s 2008 Form 10).

QUANEX BUILDING PRODUCTS CORPORATION
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (continued)

2. New Accounting Pronouncements

In May 2008, the Financial Accounting Standards Board (FASB) issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles” (SFAS 162). This statement is intended to improve financial reporting by identifying a consistent framework, or hierarchy, for selecting accounting principles to be used in preparing financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles (GAAP) in the United States. This statement will be effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board (PCAOB) amendments to AU Section 411, “The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles.” The Company is currently evaluating the potential impact, if any, of the adoption of SFAS 162 on its consolidated financial statements.

In April 2008, the FASB issued FASB Staff Position (FSP) No. SFAS 142-3, “Determination of the Useful Life of Intangible Assets” (FSP SFAS 142-3). FSP SFAS 142-3 amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS No. 142, “Goodwill and Other Intangible Assets” (SFAS 142). The intent of FSP SFAS 142-3 is to improve the consistency between the useful life of a recognized intangible asset under SFAS 142 and the period of expected cash flows used to measure the fair value of the asset under SFAS No. 141R (revised 2007), “Business Combinations” (SFAS 141R) and other applicable accounting literature. FSP SFAS 142-3 is effective for financial statements issued for the fiscal years beginning after December 15, 2008 (November 1, 2009 for the Company) and must be applied prospectively to intangible assets acquired after the effective date. The Company is currently evaluating the potential impact, if any, of FSP SFAS 142-3 on its consolidated financial statements.

In December 2007, the FASB issued SFAS 141R “Business Combinations”. This standard establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, any non-controlling interest in the acquiree, the goodwill acquired, contractual contingencies and any estimate or contingent consideration measured at their fair value at the acquisition date. This statement also establishes disclosure requirements which will enable users to evaluate the nature and financial effects of the business combination. SFAS 141R applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008 (for acquisitions closed on or after November 1, 2009 for the Company). Early application is not permitted. While the Company has not yet evaluated SFAS 141R for the impact, if any, the statement will have on its consolidated financial statements, the Company will be required to expense costs related to any acquisitions closed on or after November 1, 2009.

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB No. 51” (SFAS 160). SFAS 160 addresses the accounting and reporting framework for minority interests by a parent company. SFAS 160 is effective for fiscal years beginning on or after December 15, 2008 (as of November 1, 2009 for the Company). The Company has not yet determined the impact, if any, that SFAS 160 will have on its consolidated financial statements.

QUANEX BUILDING PRODUCTS CORPORATION
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (continued)

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities — Including an amendment of FASB Statement No. 115” (SFAS 159). This standard provides companies with an option to measure, at specified election dates, many financial instruments and certain other items at fair value that are not currently measured at fair value. A company will report unrealized gains and losses on items for which the fair value option has been elected in earnings at each subsequent reporting date. This statement also establishes presentation and disclosure requirements designed to facilitate comparisons between entities that choose different measurement attributes for similar types of assets and liabilities. SFAS 159 is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007 (as of November 1, 2008 for the Company). The Company is currently assessing the impact of applying SFAS 159’s elective fair value option on the Company’s financial statements.

In September 2006, the FASB issued SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans—an amendment of FASB Statements No. 87, 88, 106, and 132(R)” (SFAS 158), which prescribes recognition of the funded status of a benefit plan in the balance sheet and additional disclosure requirements. The funded status is measured as the difference between the fair market value of the plan assets and the benefit obligation. The recognition of the funded status and disclosure elements of SFAS 158 were effective for fiscal years ending after December 15, 2006 and, accordingly, were adopted by the Company as of October 31, 2007. SFAS 158 also requires the consistent measurement of plan assets and benefit obligations as of the date of the fiscal year-end. This measurement date element will be effective for fiscal years ending after December 15, 2008 (as of October 31, 2009 for the Company), but will not have an impact on the Company as the Company already measures the plan assets and obligations as of the end of its fiscal year.

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (SFAS 157), which defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles, and expands disclosures about fair value measurements. The provisions of this standard apply to other accounting pronouncements that require or permit fair value measurements. SFAS 157, as it relates to financial assets and financial liabilities, becomes effective for fiscal years beginning after November 15, 2007 (as of November 1, 2008 for the Company). On February 12, 2008, the FASB issued FSP No. FAS 157-2, “Effective Date of FASB Statement No. 157,” which delays the effective date of SFAS 157 for all nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value in the financial statements on at least an annual basis, until fiscal years beginning after November 15, 2008 (as of November 1, 2009 for the Company). Upon adoption, the provisions of SFAS 157 are to be applied prospectively with limited exceptions. The Company is currently evaluating the impact of adopting SFAS 157 on its consolidated financial statements.

In September 2006, the FASB ratified the EITF Issue No. 06-5, “Accounting for Purchases of Life Insurance — Determining the Amount that Could be Realized in Accordance with FASB Technical Bulletin 85-4” (EITF 06-5). The EITF concluded that a policyholder should consider any additional amounts included in the contractual terms of the life insurance policy in determining the “amount that could be realized under the insurance contract”. For group policies with multiple certificates or multiple policies with a group rider, the EITF also tentatively concluded that the amount that could be realized should be determined at the individual policy or certificate level (i.e., amounts that would be realized only upon surrendering all of the policies or certificates would not be included when measuring the assets). The provisions of EITF 06-5 were effective for fiscal years beginning after December 15, 2006 (as of November 1, 2007 for the Company). The adoption of EITF 06-5 did not have a material impact on the Company’s consolidated financial statements.

QUANEX BUILDING PRODUCTS CORPORATION
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (continued)

In September 2006, the FASB issued FSP No. AUG AIR-1, “Accounting for Planned Major Maintenance Activities” (FSP AUG AIR-1) which is effective for fiscal years beginning after December 15, 2006 (as of November 1, 2007 for the Company). FSP AUG AIR-1 prohibits the use of the accrue-in-advance method of accounting for planned major maintenance activities in annual and interim financial reporting periods. The Company has adopted the direct expensing method, under which the costs of planned major maintenance activities are expensed in the period in which the costs are incurred. The application of FSP AUG AIR-1 only impacted the Company’s former Vehicular Products Segment, which is reported in discontinued operations. The application of FSP AUG AIR-1 affects the Company’s fiscal 2007 interim period reporting but does not result in a cumulative effect adjustment to the annual consolidated financial statements. The following table illustrates the effect in fiscal 2007 of retroactively applying the direct expensing method on individual line items in the consolidated financial statements.

		Three Months Ended July 31, 2007												Nine Months Ended July 31, 2007
		Before								After				Before								After
Condensed Consolidated		Application of								Application of				Application of								Application of
Statement of Income		FSP AUG AIR-1				Adjustment				FSP AUG AIR-1				FSP AUG AIR-1				Adjustment				FSP AUG AIR-1
		(In thousands, except per share data)
Net sales		$	269,506			$	—			$	269,506			$	708,448			$	—			$	708,448
Income from continuing operations			21,656				—				21,656				39,522				—				39,522
Income from discontinued operations, net of tax			18,563				(1,572	)			16,991				53,542				(520	)			53,022
Net income		$	40,219			$	(1,572	)		$	38,647			$	93,064			$	(520	)		$	92,544
Basic earnings per common share:
Earnings from continuing operations		$	0.59			$	—			$	0.59			$	1.07			$	—			$	1.07
Income from discontinued operations			0.50				(0.05	)			0.45				1.45				(0.02	)			1.43
Basic earnings per share		$	1.09			$	(0.05	)		$	1.04			$	2.52			$	(0.02	)		$	2.50
Diluted earnings per common share:
Earnings from continuing operations		$	0.54			$	—			$	0.54			$	1.00			$	—			$	1.00
Income from discontinued operations			0.48				(0.04	)			0.44				1.40				(0.02	)			1.38
Diluted earnings per share		$	1.02			$	(0.04	)		$	0.98			$	2.40			$	(0.02	)		$	2.38

The effect of applying the direct expensing method retrospectively resulted in a decrease in net income of $1.6 million, or $0.05 per basic and $0.04 per diluted share, for the three months ended July 31, 2007. For the nine months ended July 31, 2007, the effect of applying the direct expensing method retrospectively resulted in a decrease in net income of $0.5 million, or $0.02 per basic and $0.02 per diluted share. The adoption of FSP AUG AIR-1 did not have an impact on full year net income or full year earnings per share for fiscal year 2007.

In July 2006, the FASB issued Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (FIN 48) which is an interpretation of FASB Statement No. 109, “Accounting for Income Taxes”. FIN 48 provides guidance for the recognition, derecognition and measurement in financial statements of tax positions taken in previously filed tax returns or tax positions expected to be taken in tax returns. FIN 48 requires an entity to recognize the financial statement impact of a tax position when it is more likely than not that the position will be sustained upon examination. If the tax position meets the more-likely-than-not recognition threshold, the tax effect is recognized at the largest amount of the benefit that is greater than fifty percent likely of being realized upon ultimate settlement. FIN 48 also provides guidance for classification, interest and penalties, accounting in interim periods, disclosure, and transition. FIN 48 permits an entity to recognize interest related to tax uncertainties as either income taxes or interest expense. FIN 48 also permits an entity to recognize penalties related to tax uncertainties as either income tax expense or within other expense classifications. FIN 48 was effective for annual periods beginning after December 15, 2006, and the Company adopted FIN 48 effective November 1, 2007. Consistent with its past practice, the Company continues to recognize interest and penalties as income tax expense. Upon adoption, the Company recorded the cumulative effect of the change in accounting principle of $1.9 million as an increase to retained earnings. The impact of the adoption is more fully disclosed in Note 13.

QUANEX BUILDING PRODUCTS CORPORATION
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (continued)

3. Discontinued Operations

As discussed in Note 1, the Company’s vehicular products business and non-building products related corporate accounts were separated from the Company’s building products business on April 23, 2008. Although the legal form of the Separation shows Quanex Building Products Corporation as being spun-off in a taxable spin from Quanex Corporation, because of the substance of the transactions, Quanex Building Products Corporation is considered the divesting entity and treated as the “accounting successor,” and Quanex Corporation is the “accounting spinnee” and “accounting predecessor” for financial reporting purposes.

In accordance with SFAS 144, effective with the closing of the Separation on April 23, 2008, the results of operations and cash flows related to the vehicular products business and non-building products related corporate items are reported as discontinued operations for all periods presented. In addition, the assets and liabilities of the vehicular products business and non-building products related corporate items have been segregated from the assets and liabilities related to the Company’s continuing operations and presented separately on the Company’s comparative balance sheet as of October 31, 2007.

In connection with the Separation, Quanex Building Products Corporation received initial funding from Quanex Corporation of $20.9 million as of November 1, 2007. Although the transaction closed on April 23, 2008, economic interests between Quanex Corporation’s building products operations and its vehicular products business/legacy corporate accounts were segregated as of November 1, 2007 whereby cash flows generated by the Company’s building products businesses were retained by the Company upon the Separation.

Because the Separation was a spin-off among shareholders, for financial statement presentation, there is no gain or loss on the separation of the disposed net assets and liabilities. Rather, the carrying amounts of the net assets and liabilities of the Company’s former vehicular products business and non-building products related corporate accounts are removed at their historical cost with an offsetting reduction to stockholders’ equity. As of July 31, 2008, the Company incurred a $341.9 million reduction in stockholders’ equity from the Separation. This reduction will be refined in future reporting periods as the calculation of such reduction is preliminary pending finalization of various items including the final determination of the transaction tax liabilities, the settlement of the remaining true-up item with Gerdau, and the allocation of pension plan assets. The Separation transaction agreements contained four primary true-up items: stock option true-up, change of control agreement true-up, convertible debenture true-up and tax true-up. Three of the true-up items were finalized and cash settled prior to July 31, 2008 and, accordingly are reflected in the $341.9 million; the Company received a net $6.9 million from Gerdau for the Quanex Corporation stock option true-up and the change of control agreement true-up and a true-up receipt of $5.0 million related to Quanex Corporation’s convertible debentures The one outstanding true-up as of July 31, 2008 pertains to the settlement of transaction taxes (as the Separation was a taxable spin). As these true-ups are settled pursuant to the transaction agreements, the Company records an adjustment to its cash balance with an offsetting amount to stockholders’ equity. Additionally, as the Separation was a taxable spin, the $341.9 million reflects an estimate for taxes on the Separation transaction based on preliminary tax valuations of the Company’s businesses. As these tax valuations are completed and the estimates are refined and finalized, the Separation’s impact on stockholders’ equity will be adjusted with a corresponding adjustment to the Company’s ongoing non-current deferred tax asset and related uncertain tax positions reported in the Company’s balance sheet. For additional discussion of transaction taxes related to the Company’s ongoing tax balances, see Note 13.

QUANEX BUILDING PRODUCTS CORPORATION
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (continued)

The components of the assets and liabilities of discontinued operations as of October 31, 2007 were as follows (in thousands):

Current assets:
Cash and equivalents		$	171,061
Short-term investments			44,750
Accounts and notes receivable, net of allowance			109,658
Inventories, net			98,630
Deferred income taxes			6,534
Prepaid and other current assets			693
Total current assets			431,326
Property, plant and equipment, net			252,442
Goodwill			6,680
Cash surrender value insurance policies			29,424
Intangible assets, net			17,315
Other assets			5,065
Total assets		$	742,252
Current liabilities:
Accounts payable		$	81,345
Accrued liabilities			21,794
Income taxes payable			14,431
Current maturities of long-term debt			125,000
Total current liabilities			242,570
Deferred pension obligation			3,750
Deferred postretirement welfare benefits			6,189
Deferred income taxes			25,776
Non-current environmental reserves			8,499
Other liabilities			3,020
Total liabilities		$	289,804

As reflected above, the following are notable non-building product corporate items that were retained by Quanex Corporation and thus reported in discontinued operations in the historical balance sheets. Additionally, as a result of Quanex Corporation retaining these liabilities, Gerdau is responsible for any future settlement of these items. For additional detail on these items, see the notes to consolidated financial statements in the Company’s 2008 Form 10.

	•		Convertible Debentures — Quanex Corporation’s $125.0 million of Convertible Senior Debentures (the Debentures) were retained by Quanex Corporation and reported above in current maturities of long-term debt of discontinued operations. The outstanding principal of the Debentures was reduced from $125.0 million as of October 31, 2007 to $115.6 million as of the Separation as certain holders elected to convert $9.4 million of principal of Debentures during the first fiscal quarter of 2008; the $9.4 million of principal was settled for $18.8 million during the first quarter as the premium (stock price in excess of conversion price) was settled in cash. The conversion obligation of the $115.6 million principal to be settled by Gerdau is approximately $251 million, including the premium.
	•		Environmental Reserves — Quanex Corporation retained the environmental contingencies related to the MACSTEEL plant in Jackson, Michigan, the environmental contingency related to Piper Impact and various other legacy environmental matters. For October 31, 2007, the $1.4 million current portion of these reserves is reported in Accrued liabilities and the $8.5 million non-current portion is reported as Non-current environmental reserves in the previous table of discontinued operations.
	•		Other Contingencies — Quanex Corporation (and thus Gerdau) retained the putative stockholder derivative and class action lawsuit filed in state district court in Harris County, Texas relating to the spin-off of Quanex Building Products and Quanex’s merger with a subsidiary of Gerdau: Momentum Partners v. Raymond A. Jean, et al, Cause No. 2008-01592 (125th State District Court).

QUANEX BUILDING PRODUCTS CORPORATION
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (continued)

•

Tax Contingency — Quanex Corporation retained the current Tax Court case regarding the disallowance by the IRS of a capital loss deduction taken and the imposition of penalties and interest on the deficiency for the tax years 1997 and 1998. As of October 31, 2007, a reserve of $16.1 million was reported in income taxes payable. Upon adoption of FIN 48 on November 1, 2007, this reserve became part of the uncertain tax benefit of $17.7 million. Since this tax contingency has been assumed by Gerdau, the related contingency amounts are reported in discontinued operations.

The results of discontinued operations for the three and nine months ended July 31, 2008 and 2007 were as follows:

		Three Months Ended								Nine Months Ended
		July 31,								July 31,
		2008				2007				2008				2007
		(In thousands)
Net sales		$	—			$	284,578			$	571,578			$	782,715
Transaction expenses and other related Separation costs, before tax		$	—			$	(191	)		$	(19,205	)		$	(2,014	)
Income from discontinued operations before tax		$	—			$	25,143			$	18,745			$	81,010
Income tax expense			—				(8,152	)			(13,070	)			(27,988	)
Income from discontinued operations, net of tax		$	—			$	16,991			$	5,675			$	53,022

Net sales of discontinued operations represent net sales of the Company’s former vehicular products segment.

Income from discontinued operations before tax declined primarily due to six months of activity for the nine months ended July 31, 2008 compared to nine months of activity for the period ended July 31, 2007. In addition, period over period income declined due to transaction related costs, LIFO charge related to the vehicular products LIFO inventories and the loss on early extinguishment of debentures for the nine month period. There was no activity for the three month period ended July 31, 2008 due to the Separation.

	•		Transaction expenses and other related Separation costs for the nine months ended July 31, 2008 include $13.9 million of transaction costs (primarily investment banking fees, legal fees and accounting fees for the merger and discontinued operations’ portion of spin costs) and $4.9 million of expense related to the modification of Quanex Corporation’s stock based-compensation awards. The 2007 amounts relate to transaction related deal costs. See Note 12 for additional discussion of the modification of Quanex Corporation’s stock-based compensation awards in connection with the Separation.
	•		With respect to inventories valued using the LIFO method, the vehicular products business (i.e. discontinued operations) recognized no LIFO expense during the three months ended July 31, 2008 compared to $3.4 million during the same period in 2007. The vehicular products business recognized $15.3 million during the nine months ended July 31, 2008 compared to $6.8 million of LIFO expense during the same period of 2007.
	•		During the first fiscal quarter of 2008, certain holders elected to convert $9.4 million principal of Debentures. Quanex Corporation paid $18.8 million to settle these conversions, including the premium which Quanex Corporation opted to settle in cash. Quanex Corporation recognized a $9.7 million loss on early extinguishment which represents the conversion premium and the non-cash write-off of unamortized debt issuance costs. This loss is reported in discontinued operations before tax above.

QUANEX BUILDING PRODUCTS CORPORATION
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Discontinued operations’ effective tax rate for the nine months ended 2008 increased to 69.7% from 34.6% during the same period of 2007 as a result of the predominately nondeductible pretax loss on early extinguishment of the Debentures coupled with transaction costs which are largely nondeductible for tax purposes.

4. Intangible Assets

Intangible assets consist of the following (in thousands):

		As of July 31, 2008								As of October 31, 2007
		Gross								Gross
		Carrying				Accumulated				Carrying				Accumulated
		Amount				Amortization				Amount				Amortization
Amortized intangible assets:
Customer relationships		$	23,691			$	6,198			$	23,691			$	5,014
Trademarks and trade names			37,930				6,666				37,930				5,397
Patents			25,877				13,284				25,877				11,088
Total		$	87,498			$	26,148			$	87,498			$	21,499
Unamortized intangible assets:
Trade name		$	2,200							$	2,200

The aggregate amortization expense for the three and nine month periods ended July 31, 2008 was $1.3 million and $4.7 million, respectively. The aggregate amortization expense for the three and nine month periods ended July 31, 2007 was $1.7 million and $5.1 million, respectively.

Estimated amortization expense for the next five years, based upon the amortization of pre-existing intangibles follows (in thousands):

Fiscal Years Ending		Estimated
October 31,		Amortization
2008 (remaining three months)		$	1,073
2009		$	3,865
2010		$	3,792
2011		$	3,792
2012		$	3,792

5. Inventories

Inventories consist of the following:

		July 31,				October 31,
		2008				2007
		(In thousands)
Raw materials		$	28,002			$	24,109
Finished goods and work in process			28,959				26,613
			56,961				50,722
Supplies and other			2,890				2,834
Total		$	59,851			$	53,556

QUANEX BUILDING PRODUCTS CORPORATION
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (continued)

The values of inventories in the consolidated balance sheets are based on the following accounting methods:

		July 31,				October 31,
		2008				2007
		(In thousands)
LIFO		$	29,535			$	24,784
FIFO			30,316				28,772
Total		$	59,851			$	53,556

An actual valuation of inventory under the last in, first out (LIFO) method can be made only at the end of each year based on the inventory costs and levels at that time. Accordingly, interim LIFO calculations must be based on management’s estimates of expected year-end inventory costs and levels. Because these are subject to many factors beyond management’s control, interim results are subject to the final year-end LIFO inventory valuation which could significantly differ from interim estimates. To estimate the effect of LIFO on interim periods, the Company performs a projection of the year-end LIFO reserve and considers expected year-end inventory pricing and expected inventory levels. Depending on this projection, the Company may record an interim allocation of the projected year-end LIFO calculation. With respect to inventories valued using the LIFO method, replacement cost exceeded the LIFO value by approximately $19.1 million and $13.6 million as of July 31, 2008 and October 31, 2007, respectively.

6. Earnings Per Share

The computational components of basic and diluted earnings per share from continuing operations are as follows (shares and dollars in thousands except per share amounts):

		For the Three Months Ended
		July 31, 2008												July 31, 2007
										Per-												Per-
		Income				Shares				Share				Income				Shares				Share
		(Numerator)				(Denominator)				Amount				(Numerator)				(Denominator)				Amount
Basic earnings and earnings per share		$	8,818				37,333			$	0.24			$	21,656				37,012			$	0.59
Effect of dilutive securities
Common stock equivalents arising from settlement of contingent convertible debentures			—				—								—				2,332
Common stock equivalents arising from stock options			—				29								—				452
Restricted stock			—				45								—				66
Common stock held by rabbi trust			—				102								—				130
Diluted earnings and earnings per share		$	8,818				37,509			$	0.24			$	21,656				39,992			$	0.54

QUANEX BUILDING PRODUCTS CORPORATION
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (continued)

		For the Nine Months Ended
		July 31, 2008												July 31, 2007
										Per-												Per-
		Income				Shares				Share				Income				Shares				Share
		(Numerator)				(Denominator)				Amount				(Numerator)				(Denominator)				Amount
Basic earnings and earnings per share		$	894				37,255			$	0.02			$	39,522				36,951			$	1.07
Effect of dilutive securities
Common stock equivalents arising from settlement of contingent convertible debentures			—				1,514								—				1,933
Common stock equivalents arising from stock options			—				9								—				380
Restricted stock			—				16								—				55
Common stock held by rabbi trust			—				102								—				130
Diluted earnings and earnings per share		$	894				38,896			$	0.02			$	39,522				39,449			$	1.00

The Company’s former 2.50% Convertible Senior Debentures due 2034 are reported in discontinued operations for historical periods as a result of the Separation. In 2005, the Company irrevocably elected to settle the principal amount of its former Debentures in cash when they became convertible and were surrendered by the holders thereof. The Company retained its option to satisfy any excess conversion obligation (stock price in excess of conversion price) with either shares, cash or a combination of shares and cash. As a result of the Company’s election, if dilutive, diluted earnings per share up through the Separation include the amount of shares it would have taken to satisfy the excess conversion obligation, assuming that all of the Debentures outstanding during the period were surrendered. For calculation purposes, the average closing price of the Company’s common stock for each of the periods presented is used as the basis for determining dilution.

The computation of diluted earnings per share excludes outstanding options and other common stock equivalents in periods where inclusion of such potential common stock instruments would be anti-dilutive in the periods presented. The Debentures will have a potential dilutive impact for year-to-date earnings per share for the remainder of fiscal 2008; however, the Debentures did not have a potential dilutive impact for the quarter-to-date earnings per share calculations for the third fiscal quarter of 2008 and will not have a dilutive effect thereafter. For the three and nine months ended July 31, 2008, 0.1 million stock options were excluded from the computation of diluted earnings per share as the options’ exercise price was greater than the average market price of the common stock during the period. All stock options were dilutive for the 2007 periods presented.

7. Comprehensive Income

Comprehensive income comprises net income and all other non-owner changes in equity, including foreign currency translation, pension related adjustments and realized and unrealized gains and losses on derivatives, if any. Comprehensive income for the three and nine months ended July 31, 2008 and 2007 was as follows:

		Three Months Ended								Nine Months Ended
		July 31,								July 31,
		2008				2007				2008				2007
		(In thousands)
Comprehensive income:
Net income (loss)		$	8,818			$	38,647			$	6,569			$	92,544
Foreign currency translation adjustment			(26	)			57				(133	)			75
Total comprehensive income, net of taxes		$	8,792			$	38,704			$	6,436			$	92,619

QUANEX BUILDING PRODUCTS CORPORATION
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (continued)

8. Long-term Debt

Long-term debt consists of the following:

		July 31,				October 31,
		2008				2007
		(In thousands)
Revolving Credit Facility		$	—			$	—
City of Richmond, Kentucky Industrial Building Revenue Bonds			1,250				2,500
Scott County, Iowa Industrial Waste Recycling Revenue Bonds			1,200				1,400
Capital lease obligations and other			101				115
Total debt		$	2,551			$	4,015
Less maturities due within one year included in current liabilities			363				1,464
Long-term debt		$	2,188			$	2,551

Approximately 96% and 97% of the total debt had a variable interest rate at July 31, 2008 and October 31, 2007, respectively. See Interest Rate Risk section in Item 3, “Quantitative and Qualitative Disclosures About Market Risk” of this Form 10-Q for additional discussion.

Credit Facility

The Company’s $270.0 million Senior Unsecured Revolving Credit Facility (the Credit Facility) was executed on April 23, 2008 and replaced Quanex Corporation’s $350.0 million revolving credit facility. The Credit Facility has a five-year term and is unsecured.

The Credit Facility expires April 23, 2013 and provides for up to $50.0 million for standby letters of credit, limited to the undrawn amount available under the Credit Facility. Borrowings under the Credit Facility bear interest at LIBOR based on a combined leverage and ratings grid. The Credit Facility may be increased by an additional $80.0 million in the aggregate prior to maturity, subject to the receipt of additional commitments and the absence of any continuing defaults. Proceeds from the Credit Facility may be used to provide availability for acquisitions, working capital, capital expenditures and general corporate purposes.

The Credit Facility includes two primary financial covenants including a maximum leverage test and minimum interest coverage test. Additionally, there are certain limitations on additional indebtedness, asset or equity sales, and acquisitions. Dividends and other distributions are permitted so long as after giving effect to such dividend or stock repurchase, there is no event of default. As of July 31, 2008, the Company was in compliance with all current Credit Facility covenants. The Company had no borrowings under the Credit Facility as of July 31, 2008. The aggregate availability under the Credit Facility was $267.6 million at July 31, 2008, which is net of $2.4 million of outstanding letters of credit.

9. Pension Plans and Other Postretirement Benefits

The Company has a number of retirement plans covering substantially all employees. The Company provides both defined benefit and defined contribution plans. In general, the plant or location of his/her employment determines an employee’s coverage for retirement benefits.

The Company has a non-contributory, single employer defined benefit pension plan that covers substantially all non-union employees. Effective January 1, 2007, the Company amended this defined benefit pension plan to include a new cash balance formula for all new salaried employees hired on or after January 1, 2007 and for any non-union employees who were not participating in a defined benefit plan prior to January 1, 2007. Benefits for participants in this plan prior to January 1, 2007 continue to be based on a more traditional formula for retirement benefits.

QUANEX BUILDING PRODUCTS CORPORATION
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (continued)

The components of net pension cost are as follows:

		Three Months Ended								Nine Months Ended
		July 31,								July 31,
		2008				2007				2008				2007
		(In thousands)
Pension Benefits:
Service cost		$	1,142			$	1,221			$	3,435			$	2,731
Interest cost			595				678				1,788				1,517
Expected return on plan assets			(772	)			(880	)			(2,322	)			(1,968	)
Amortization of unrecognized prior service cost			—				30				—				68
Amortization of unrecognized net loss			—				54				—				121
Net periodic pension cost		$	965			$	1,103			$	2,901			$	2,469

The increase in net pension cost for the nine months ended July 31, 2008 compared to the same 2007 period is primarily attributable to the additional participants in the defined benefit pension plan since January 1, 2007.

Prior to the Separation, the Company’s pension plan included participants from the vehicular products business, the building products businesses and corporate. Upon the Separation, Gerdau assumed the pension benefit liabilities for the vehicular products and corporate retiree participants (reported in discontinued operations) while the Company retained the pension benefit liabilities for the building products and active corporate participants. Accordingly, the plan assets will be allocated based on benefit priority categories of the respective participants between Gerdau and the Company. Calculations and distribution of pension assets will not be finalized until later in the year. During the three and nine months ended July 31, 2008, the Company contributed $675 thousand to its defined benefit plan. Based on initial valuations and preliminary distribution of assets, the Company estimates that it may contribute up to an additional $3.5 million to its pension plan during the fourth fiscal quarter of 2008, representing minimum pension contributions required.

Net periodic postretirement benefit cost for the three and nine months ended July 31, 2008 was $7 thousand and $20 thousand, respectively. Net periodic postretirement benefit cost for the three and nine months ended July 31, 2007 was $6 thousand and $19 thousand, respectively.

10. Industry Segment Information

Quanex has two reportable segments: Engineered Products and Aluminum Sheet Products. The Engineered Products segment produces engineered products and components primarily serving the window and door industry, while the Aluminum Sheet Products segment produces mill finished and coated aluminum sheet serving the broader building and construction markets, as well as other capital goods and transportation markets. The main market drivers of the building products focused segments are residential housing starts and residential remodeling expenditures.

LIFO inventory adjustments along with corporate office charges and intersegment eliminations are reported as Corporate, Intersegment Eliminations and Other. The Company accounts for intersegment sales and transfers as though the sales or transfers were to third parties, that is, at current market prices. Corporate assets primarily include cash and equivalents partially offset by the Company’s consolidated LIFO inventory reserve.

QUANEX BUILDING PRODUCTS CORPORATION
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (continued)

		Three Months Ended								Nine Months Ended
		July 31,								July 31,
		2008				2007				2008				2007
		(In thousands)
Net Sales:
Engineered Products		$	115,261			$	131,445			$	295,031			$	333,898
Aluminum Sheet Products			130,540				143,667				340,889				388,092
Intersegment Eliminations			(5,463	)			(5,606	)			(13,332	)			(13,542	)
Consolidated		$	240,338			$	269,506			$	622,588			$	708,448
Operating Income (Loss):
Engineered Products		$	12,590			$	17,657			$	19,781			$	30,595
Aluminum Sheet Products			12,110				19,985				27,695				47,401
Corporate & Other1			(10,328	)			(5,370	)			(50,493	)			(17,225	)
Consolidated		$	14,372			$	32,272			$	(3,017	)		$	60,771

		July 31,				October 31,
		2008				2007
		(In thousands)
Identifiable Assets:
Engineered Products		$	445,802			$	444,677
Aluminum Sheet Products			176,167				162,139
Corporate, LIFO reserve, Intersegment Eliminations & Other			42,522				(14,246	)
Discontinued Operations2			—				742,252
Consolidated		$	664,491			$	1,334,822
Goodwill:
Engineered Products		$	175,979			$	175,996
Aluminum Sheet Products			20,389				20,389
Consolidated		$	196,368			$	196,385

QUANEX BUILDING PRODUCTS CORPORATION
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (continued)

11. Stockholders’ Equity, Stock Repurchase Program and Treasury Stock

The Company’s authorized capital stock consists of 125,000,000 shares of Common Stock, par value $0.01 per share, and 1,000,000 shares of Preferred Stock, no par value. As of July 31, 2008, there were no shares of Preferred Stock issued or outstanding.

As disclosed in Note 13 of Quanex Corporation’s Form 10-K for the year ended October 31, 2007, Quanex Corporation had Preferred Stock Purchase Rights (the Rights) pursuant to the Third Amended and Restated Rights Agreement (the Rights Agreement) effective October 18, 2004. The Rights Agreement terminated and the rights expired immediately before the closing of the Separation. Quanex Building Products Corporation does not currently have a similar rights agreement.

On August 26, 2004, Quanex Corporation’s Board of Directors approved an increase in the number of authorized shares in the Company’s existing stock buyback program, up to 2.25 million shares; and on August 24, 2006 the Board of Directors approved an additional increase of 2.0 million shares to the existing program. As of October 31, 2007, the remaining shares authorized for repurchase in the program was 2,676,050. This program was particular to Quanex Corporation, and Quanex Building Products Corporation’s Board of Directors has not currently established a similar program for the Company.

The Company records treasury stock purchases under the cost method whereby the entire cost of the acquired stock is recorded as treasury stock. The Company uses a moving average method on the subsequent reissuance of shares, and any resulting proceeds in excess of cost are credited to additional paid-in-capital while any deficiency is charged to retained earnings. As of October 31, 2007, the number of shares of treasury stock was 981,117. The number of shares of treasury stock was reduced to zero by April 23, 2008 due primarily to the Separation and to a lesser extent stock option exercises and restricted stock issuances.

The Company’s rabbi trust held Quanex Corporation common stock which was recorded as a contra-equity at historical cost prior to the Separation. Upon completion of the Separation, the rabbi trust was separated between Quanex Building Products Corporation and Gerdau. For each share held in the Quanex Building Products rabbi trust, merger proceeds of $39.20 per share and 1 share of Quanex Building Products common stock were received. The shares of Quanex Building Products common stock are recorded at the same historical cost as the Quanex Corporation common stock and are reported as contra-equity. The merger proceeds equated to $4.0 million to the rabbi trust, which was recorded as income in Other, net during the second fiscal quarter of 2008. During the third fiscal quarter, Quanex Building Products received $3.6 million of cash from the rabbi trust as reimbursement for deferred compensation payments made by Quanex Building Products. The rabbi trust’s remaining merger proceeds of $0.4 million as of July 31, 2008 are consolidated in Other current assets.

12. Stock-Based Compensation

Effective with the Separation on April 23, 2008, the Company established the Quanex Building Products Corporation 2008 Omnibus Incentive Plan (the 2008 Plan). The 2008 Plan provides for the granting of stock options, stock appreciation rights, restricted stock, restricted stock units (RSUs), performance stock awards, performance unit awards, annual incentive awards, other stock-based awards and cash-based awards. The 2008 Plan is administered by the Compensation and Management Development Committee of the Board and allows for immediate, graded or cliff vesting options, but options must be exercised no later than ten years from the date of grant. The aggregate number of shares of common stock authorized for grant under the 2008 Plan is 2,900,000. Any officer, key employee and / or non-employee director of the Company or any of its affiliates is eligible for awards under the 2008 Plan. The initial awards granted under the 2008 Plan were on April 23, 2008; service is the vesting condition.

QUANEX BUILDING PRODUCTS CORPORATION
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (continued)

The 2008 Plan provides for the granting of stock options, common shares or RSUs to key employees and non-employee directors. The Company’s practice is to grant options and restricted stock or RSUs to directors on October 31^st of each year, with an additional grant of options to each director on the date of his or her first anniversary of service. Additionally, the Company’s practice is to grant options and restricted stock to employees at the Company’s December board meeting and occasionally to key employees on their respective dates of hire. The timing of grants for fiscal 2008 was unique due to the Separation; instead of Quanex Corporation granting awards in December 2007, the typical December grant was deferred until the Separation date of April 23, 2008. The exercise price of the option awards is equal to the closing market price on these pre-determined dates. The Company generally issues shares from treasury stock, if available, to satisfy stock option exercises. If there are no shares in treasury stock (as is the case post Separation) the Company issues additional shares of common stock.

The Company’s stock-based compensation expense prior to the Separation on April 23, 2008 was driven by stock awards issued by the Company’s predecessor, Quanex Corporation. The Company’s stock-based compensation following the Separation is related to the Company’s stock awards only. In all instances the stock-based compensation recorded in Selling, general and administrative expense included in continuing operations relates to employees or former employees of the Company’s building products operating divisions, current corporate employees of the Company and current non-employee directors of the Company. Stock-based compensation expense related to the Company’s former vehicular products business, former corporate employees and former directors is reflected in discontinued operations for all periods presented. Stock-based compensation for the three and nine months ended July 31, 2008 and 2007 for the Company’s continuing operations was as follows:

		Three Months Ended								Nine Months Ended
		July 31,								July 31,
		2008				2007				2008				2007
		(In thousands)
Modification — stock options		$	—			$	—			$	21,696			$	—
Modification — restricted stock			—				—				1,061				—
Modification — subtotal			—				—				22,757				—
Stock option expense			285				405				2,068				2,602
Restricted stock amortization			213				412				529				1,185
Restricted stock units			70				6				150				42
Stock-based compensation expense		$	568			$	823			$	25,504			$	3,829

The table above reflects $22.8 million of expense in April 2008 related to the modification of stock-based compensation awards. The Company effectively treated the Separation as though it constituted a change in control for purposes of the Company’s outstanding stock option awards and restricted stock awards. Accordingly, all unvested stock options and restricted shares vested as set forth in the Separation related agreements prior to completion of the Separation on April 23, 2008. Additionally, pursuant to the Separation related agreements, all outstanding stock options were cash settled by Gerdau following the Separation. A change such as this in the terms and conditions of the stock-based awards constitutes a modification of the award. As a result, the Company incurred compensation cost from the incremental increase in fair value of the award upon modification just prior to the Separation over the award’s original grant date fair value. Even though all stock option awards were cash settled by Gerdau following the Separation, the Company recorded $21.7 million of non-cash stock option expense in continuing operations as the expense was associated with awards held by building products employees and active corporate employees and directors. As disclosed below, 1.3 million stock options and 41 thousand restricted stock awards were modified in connection with the Separation.

The Company has not capitalized any stock-based compensation cost as part of inventory or fixed assets during the nine months ended July 31, 2008 and 2007. Cash received from option exercises and tax benefits from stock option exercises and lapses on restricted stock prior to the Separation is reflected in discontinued operations’ cash flows from financing activities. Future cash proceeds from stock option exercises and the related tax benefits would be a component of financing cash flows from continuing operations; however, since the Separation on April 23, 2008, there have not been any stock option exercises or lapses on restricted stock.

QUANEX BUILDING PRODUCTS CORPORATION
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Restricted Stock Awards

Under the 2008 Plan, common stock may be awarded to key employees, officers and non-employee directors. The recipient is entitled to all of the rights of a shareholder, except that during the forfeiture period the shares are nontransferable. The awards vest over a specified time period, but typically either immediately vest or cliff vest over a three-year period with service as the vesting condition. Upon issuance of stock under the plan, fair value is measured by the grant date price of the Company’s shares. This fair value is then expensed over the restricted period with a corresponding increase to additional paid-in-capital. The summary below reflects all restricted stock awards, including those awarded to former vehicular products employees whose expense is reported in discontinued operations. However, just prior to the Separation, restrictions on all outstanding restricted stock awards lapsed. Therefore, all activity post Separation would relate to the Company’s continuing operations. A summary of non-vested restricted shares changes during the nine months ended July 31, 2008 follows.

						Weighted-Average
						Grant-Date Fair
		Shares				Value Per Share
Non-vested at October 31, 2007			113,410			$	34.33
Vested prior to the Separation			(72,625	)			31.98
Vested in connection with the Separation			(40,785	)			38.51
Subtotal at Separation			—				—
Granted following the Separation			347,985				15.15
Forfeited following the Separation			(53,062	)			15.02
Non-vested at July 31, 2008			294,923			$	15.17

The weighted-average grant-date fair value of restricted stock granted during the nine months ended July 31, 2008 and 2007 was $15.15 and $37.55, respectively. The total fair value of restricted stock vested in 2008 prior to the Separation and in connection with the Separation was $2.3 million and $2.2 million, respectively. Total unrecognized compensation cost related to unamortized restricted stock awards was $4.2 million as of July 31, 2008. That cost is expected to be recognized over a weighted-average period of 2.8 years.

Stock Options

As described in the Company’s 2008 Form 10, the Company uses the Black-Scholes-Merton option-pricing model to estimate the fair value of its stock options. The 2008 valuation assumptions pertain to grants made by Quanex Building Products Corporation subsequent to the Separation on April 23, 2008. The 2007 valuation assumptions pertain to Quanex Corporation stock options but are applicable to the Company as those 2007 valuation assumptions were the basis for stock-based compensation for building products employees (reported in continuing operations) during the periods prior to the Separation. A description of the methodology for the valuation assumption follows:

	•		Expected Volatility — For 2007, expected volatility was determined using historical volatilities based on historical Quanex Corporation stock prices for a period that matched the expected term. For the 2008 grants following the Separation, expected volatility was determined based on the historical data available for peer companies as Quanex Building Products Corporation is a new company with no historical price data available. The expected volatility assumption is adjusted if future volatility is expected to vary from historical experience.
	•		Expected Term — The expected term of options represents the period of time that options granted are expected to be outstanding and falls between the option’s vesting and contractual expiration dates. For 2007, the expected term assumption was developed by using historical exercise data of Quanex Corporation adjusted as appropriate for future expectations. Quanex Building Products Corporation is a new company with no company specific exercise behavior available. Accordingly, for the 2008 grants following the Separation, expected term was determined based on historical data from Quanex Corporation considering that Quanex Corporation’s employee group was the most similar to Quanex Building Products Corporation’s employee group. Separate groups of employees that have similar historical exercise behavior are considered separately. Accordingly, the expected term range given below results from certain groups of employees exhibiting different behavior.

QUANEX BUILDING PRODUCTS CORPORATION
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (continued)

	•		Risk-Free Rate — The risk-free rate is based on the yield at the date of grant of a zero-coupon U.S. Treasury bond whose maturity period equals the option’s expected term.
	•		Expected Dividend Yield — For the 2007 grants, the expected dividend yield over the expected term was based on the expected dividend yield of Quanex Corporation prior to the Separation. For the 2008 grants following the Separation, this valuation assumption was based on the expected dividend yield of Quanex Building Products Corporation following the Separation.

The fair value of each option was estimated on the date of grant. The following is a summary of valuation assumptions and resulting grant-date fair values for grants during the following periods.

		Nine Months Ended July 31,
		2008				2007
		(Quanex Building				(Quanex
		Products)				Corporation)
Weighted-average expected volatility			39.0	%			36.5	%
Expected term (in years)			4.9-5.1				4.9-5.1
Risk-free interest rate			3.0	%			4.4	%
Expected dividend yield over expected term			1.0	%			1.8	%
Weighted-average grant-date fair value per share		$	5.32			$	12.48

The decrease in the weighted average grant-date fair value is primarily related to the Company’s stock price; in 2008, for Quanex Building Products Corporation, the weighted-average market price on the date of grant was $15.11 in 2008 compared to $37.55 in 2007 for Quanex Corporation.

Below is a table summarizing the stock option activity for the 2008 Plan (applicable to periods subsequent to the Separation) and in all former Quanex Corporation plans (applicable to periods prior to the Separation) since October 31, 2007. The summary below reflects all stock option awards of the Company and its accounting predecessor, including those awarded to former vehicular products employees and corporate retirees whose expense is reported in discontinued operations. However, all activity post Separation relates to the Company’s continuing operations.

						Weighted-				Weighted-
						Average				Average				Aggregate
						Exercise				Remaining				Intrinsic
						Price				Contractual				Value
		Shares				Per Share				Term (in years)				(000s)
Outstanding at October 31, 2007			1,427,275			$	27.57
Granted			5,000				52.31
Exercised			(155,057	)			25.69
Outstanding just prior to the Separation			1,277,218				27.89
Modified to liability awards just prior to the Separation			(1,277,218	)			27.89
Outstanding at the Separation			—				—
Granted following the Separation			1,245,461				15.11
Forfeited following the Separation			(181,227	)			15.02
Outstanding at July 31, 2008			1,064,234				15.12				9.8			$	350
Vested or expected to vest at July 31, 2008			814,623				15.15				9.8			$	255
Exercisable at July 31, 2008			50,000			$	15.02				9.7			$	19