8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): May 22, 2009

Q.E.P. CO., Inc.

(Exact name of registrant as specified in charter)

Delaware	0-21161	13-2983807
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1001 Broken Sound Parkway, NW Suite A Boca Raton, FL	33487
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (561) 994-5550

Not Applicable

(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))

Item 2.02. Results of Operations and Financial Condition.

On May 29, 2009, Q.E.P. Co., Inc. (the “Company”) issued a press release announcing, among other items, its financial results for the fiscal year ended February 28, 2009 and certain information regarding its first quarter of fiscal 2010. Portions of the press release that relate to this Item 2.02 are furnished as Exhibit 99.1.

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On May 22, 2009, the independent members of the Board of Directors of the Company unanimously voted to voluntarily (i) delist its shares of common stock, par value $.001 per share, (the “Common Stock”) from The NASDAQ Global Market (“NASDAQ”) and (ii) deregister the Company’s Common Stock under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and as a result suspend the Company’s obligations to file reports with the Securities and Exchange Commission (“SEC”).

The Company intends to file with the SEC and NASDAQ a Form 25 relating to the delisting of its Common Stock from NASDAQ on or before July 2, 2009, with the delisting to be effective ten (10) days thereafter. The Company also intends to file with the SEC a Form 15 relating to the deregistering of its Common Stock under Section 12(g) of the Exchange Act and to suspend the Company’s reporting obligations under Section 13 and 15(d) of the Exchange Act on the effective date of the Form 25 or as soon as practicable thereafter.

On May 29, 2009, the Company issued a press release regarding its intent to delist its Common Stock from NASDAQ and deregister its shares under the Exchange Act. Portions of the press release that relate to this Item 3.01 are incorporated by reference into this Item 3.01 are filed as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.	Description
99.1	Press release issued by Q.E.P. Co., Inc. dated May 29, 2009.

SIGNATURES

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.

	Q.E.P. Co., Inc.
	(Registrant)
Dated: May 29, 2009	By:	/s/ Richard A. Brooke
	Name:	Richard A. Brooke
	Title:	Senior Vice President and Chief Financial Officer

Exhibit Index

Exhibit No.	Description
99.1	Press release issued by Q.E.P. Co., Inc. dated May 29, 2009.

EX-99.1

Exhibit 99.1   CONTACT:   Q.E.P. Co., Inc. Richard A. Brooke Senior Vice President and Chief Financial Officer 561-994-5550   Q.E.P. CO., INC. REPORTS FISCAL 2009 RESULTS AND ANNOUNCES VOLUNTARY INTENT TO DELIST ITS SHARES FROM NASDAQ AND TO DEREGISTER ITS SHARES WITH THE SEC   BOCA RATON, FLORIDA—May 29, 2009—Q.E.P. CO., INC. (Nasdaq: QEPC) (the “Company”) today reported its financial results for the fiscal year ended on February 28, 2009 and announced that it intends to voluntarily delist its common stock from the NASDAQ Global Market and to deregister its common stock under the Securities Exchange Act of 1934.   Fiscal 2009 Results of Operations   The Company had net sales of $203.6 million for fiscal 2009 compared to $217.5 million in fiscal 2008. The Company attributes the decrease in sales to the weakening of the economic environment, especially during the latter half of fiscal 2009. The softening of the residential and commercial improvement and construction markets, concerns of a deeper deterioration of the global economic environment and the affects of the strengthening U.S. dollar on the Company’s international operations led to a decrease in sales in the latter half of fiscal 2009 by customers in almost all of the markets in which the Company operates. The implementation of inventory management programs by the Company’s most significant customers also affected sales.   Gross profit as a percent of sales decreased to 27.5% in fiscal 2009 from 28.9% in fiscal 2008 due to commodity price volatility during fiscal 2009 that resulted in overall higher costs of certain of the Company’s finished products and raw material components compared to fiscal 2008, along with certain price concessions and increased rebates and allowances granted to gain new business.   Operating expenses for fiscal 2009 increased by $7.3 million compared to fiscal 2008 due to a non-cash goodwill impairment charge of $7.9 million - - principally resulting from the decline in the Company’s market valuation. In fiscal 2009, operating expenses excluding the goodwill impairment charge decreased by $0.6 million compared to the previous year. As a percentage of sales, operating expenses excluding the impairment charge were higher than fiscal 2008 primarily due to additional shipping costs incurred in fiscal 2009 related to the new business rollout.   The Company’s net loss for fiscal 2009 was $7.3 million or $2.13 per diluted share compared with net income of $2.2 million or $0.61 per diluted share for fiscal 2008. In addition to the effect of the non-cash goodwill impairment charge in fiscal 2009, the decrease resulted from the reduction in sales due to the global economic downturn partially offset by the fiscal 2008 expense for the settlement of the Company’s put warrant obligation.

In response to the weakening economic environment, during the latter half of fiscal 2009 the Company took significant steps to reduce expenses and adjust its operating plans. The Company’s cash management and cost reduction measures included tighter purchasing, inventory and working capital management, workforce reductions, work schedule adjustments for manufacturing and distribution personnel, business restructurings, reductions in planned expenses, and the restructuring of the Company’s credit facilities.

Fiscal 2010 First Quarter Results of Operations

Late in the last quarter of fiscal 2009 and continuing into the first quarter of fiscal 2010, the Company realized significant improvements in its operations as a result of both modestly improving economic circumstances and the working capital and expense control measures implemented, although it is extremely difficult to project how the global economic environment will perform and whether the recently experienced improvements in the Company’s operations will continue.

On or about June 23, 2009, the Company expects to issue a press release reporting its financial results for the three months ending May 31, 2009, the first quarter of its fiscal 2010 year.

NASDAQ Listing and SEC Registration

The Company has decided to delist its common stock from the NASDAQ Global Market and deregister its common stock under the Securities Exchange Act of 1934.

Consistent with other cash management and cost reduction measures implemented by the Company, the independent members of the Company’s Board of Directors concluded that the costs of compliance, the demands on management time, and the Company resources required to maintain its listed and registered status outweigh the benefits the Company receives from that status given the low trading volume in its stock, the Company’s low market capitalization and the limited analyst coverage of the Company.

The Company expects to file a Form 25, Notification of Removal from Listing and/or Registration under Section 12(b) of the Exchange Act, with the Securities and Exchange Commission and NASDAQ on or before July 2, 2009. Upon filing of the Form 25 or shortly thereafter, the Company anticipates that its common stock will be quoted in the over-the-counter market on the Pink Sheets, a centralized electronic quotation service for over-the-counter securities. The Company expects its common stock will continue to trade on the Pink Sheets, so long as market makers continue to make a market in the Company’s common stock.

The Company also intends to deregister its common stock with the SEC and become a non-reporting company under the Exchange Act. On the effective date of the NASDAQ delisting, expected to be on or before July 13, 2009, the Company expects to file a Form 15, Notice of Termination of Registration and Suspension of Duty to File, with the Securities and Exchange Commission to terminate its reporting obligations under the Exchange Act. When the Form 15 has been filed, the Company’s obligation to file reports and other information under the Exchange Act, such as Forms 10-K, 10-Q and 8-K, will immediately be suspended, although the Company currently intends to continue reporting certain quarterly financial results, as well as its annual audited financial results, in press releases and on its website.

* * * * *

Q.E.P. Co., Inc., founded in 1979, is a leading worldwide manufacturer, marketer and distributor of a broad line of flooring tools and accessories for the home improvement market. Under brand names including QEP®, ROBERTS®, Smoothedge®, Vitrex®, PRCI®, Capitol® and Elastiment^®, the Company markets over 3,000 specialty tools and flooring related products used primarily for surface preparation and installation of ceramic tile, carpet, vinyl and wood flooring. The Company sells its products to home improvement retail centers and specialty distribution outlets in 50 states and around the world.

Certain statements in this press release are forward-looking statements, which are made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. The forward-looking statements are made only as of the date of this release and are subject to risks and uncertainties which could cause actual results to differ materially from those discussed in the forward-looking statements and from historical results of operations. Among the risks and uncertainties that could cause such a difference are assumptions relating to the continued success of improvements in our operations and of working capital and expense control measures implemented, the timing of the release of first quarter fiscal 2010 results of operations, the impact of global economic circumstances and currency markets on our operations, the potential for growth in sales of our products, the continued success of our manufacturing processes, the cost of raw materials and finished goods, the continued success of initiatives with certain of our customers, the success of other sales and marketing efforts, the Company’s ability to successfully delist its common stock with NASDAQ and deregister its common stock under the Exchange Act on its anticipated timeline, the Company’s ability to have its common stock trade on the Pink Sheets, the scope and timing of reporting future financial results, and other business and economic factors. A more detailed discussion of risks attendant to the forward-looking statements included in this press release are set forth in the “Risk Factors” and “Forward-Looking Statements” section of our Annual Report on Form 10-K for the year ended February 28, 2009, to be filed with the SEC later today.

-Financial Information Follows-

Q.E.P. CO., INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands, except par values)

	February 28, 2009			February 29, 2008
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	695		$	949
Accounts receivable, less allowance for doubtful accounts of approximately $561 and $431 as of February 28, 2009 and February 29, 2008, respectively		26,746			32,543
Inventories		24,446			26,496
Prepaid expenses and other current assets		2,026			2,505
Deferred income taxes		1,472			754
Total current assets		55,385			63,247
Property and equipment, net		6,225			7,851
Deferred costs		2,203			—
Deferred income taxes, net		2,072			1,787
Goodwill		826			9,685
Other intangible assets, net		1,991			2,717
Other assets		263			339
Total Assets	$	68,965		$	85,626
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES
Trade accounts payable	$	15,136		$	15,968
Accrued liabilities		8,228			11,690
Lines of credit		24,832			24,537
Current maturities of long term debt		1,292			1,977
Total current liabilities		49,488			54,172
Notes payable		3,442			4,722
Other long-term liabilities		495			377
Total Liabilities		53,425			59,271
Commitments and Contingencies		—			—
SHAREHOLDERS’ EQUITY
Preferred stock; 2,500 shares authorized, $1.00 par value; 337 shares issued and outstanding at February 28, 2009 and February 29, 2008		337			337
Common stock; 20,000 shares authorized, $.001 par value; 3,695 shares and 3,528 shares issued, and 3,531 shares and 3,433 shares outstanding at February 28, 2009 and February 29, 2008, respectively		4			3
Additional paid-in capital		10,406			10,154
Retained earnings		9,306			16,574
Treasury stock; 164 and 95 shares held at cost at February 28, 2009 and February 29, 2008, respectively		(1,113	)		(756	)
Accumulated other comprehensive income (loss)		(3,400	)		43
Total Shareholders’ Equity		15,540			26,355
Total Liabilities and Shareholders’ Equity	$	68,965		$	85,626

Q.E.P. CO., INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands except per share data)

	Year Ended
	February 28, 2009			February 29, 2008
Net sales	$	203,603		$	217,505
Cost of goods sold		147,571			154,684
Gross profit		56,032			62,821
Costs and expenses:
Shipping		22,607			23,037
General and administrative		17,107			18,051
Selling and marketing		12,952			13,166
Impairment loss on goodwill		7,927			—
Other income, net		(136	)		(1,118	)
Total costs and expenses		60,457			53,136
Operating income (loss)		(4,425	)		9,685
Change in put warrant liability		—			(1,439	)
Interest expense, net		(1,740	)		(2,538	)
Income (loss) before provision for income taxes		(6,165	)		5,708
Provision for income taxes		1,090			3,512
Net income (loss)	$	(7,255	)	$	2,196
Net income (loss) per share:
Basic	$	(2.13	)	$	0.63
Diluted	$	(2.13	)	$	0.61
Weighted average number of common shares outstanding:
Basic		3,415			3,435
Diluted		3,415			3,588

Q.E.P. CO., INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

	Year Ended
	February 28, 2009			February 29, 2008
Cash flows from operating activities:
Net income (loss)	$	(7,255	)	$	2,196
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization		2,005			2,089
Impairment loss on goodwill and other intangibles		7,927			—
Deferred income taxes		(1,003	)		1,522
Change in fair value of put warrant liability		—			1,439
Write-off of accumulated foreign translation adjustment		—			323
Bad debt expense		450			284
Gain on sale of businesses, plant and equipment		—			(682	)
Stock-based compensation expense		(44	)		244
Changes in assets and liabilities, net of acquisitions:
Accounts receivable		2,243			1,708
Inventories		(918	)		(254	)
Prepaid expenses		319			(1,126	)
Other assets		(2,133	)		115
Trade accounts payable and accrued liabilities		(2,111	)		(646	)
Net cash provided by (used in) operating activities		(520	)		7,212
Cash flows from investing activities:
Capital expenditures		(842	)		(2,981	)
Proceeds from sales of businesses, plant and equipment		335			4,045
Net cash provided by (used in) investing activities		(507	)		1,064
Cash flows from financing activities:
Net borrowings (repayments) under lines of credit		2,119			(3,202	)
Borrowings of long term debt		471			3,509
Repayments of notes payable		(1,451	)		(6,166	)
Settlement of put warrant liability		—			(2,300	)
Purchase of treasury stock		(359	)		(120	)
Proceeds from exercise of stock options		161			34
Dividends paid		(13	)		(22	)
Net cash provided by (used in) financing activities		928			(8,267	)
Effect of exchange rate changes on cash		(155	)		118
Net increase (decrease) in cash		(254	)		127
Cash and cash equivalents at beginning of year		949			822
Cash and cash equivalents at end of year	$	695		$	949