8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 15, 2005

Q.E.P. CO., INC.

(Exact name of registrant as specified in its charter)

DELAWARE	0-21161	13-2983807
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer Identification No.)

1081 Holland Drive

Boca Raton, Florida 33487

(Address of principal executive offices)

561-994-5550

(Registrant’s telephone number, including area code)

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))

Section 2- Financial Information

Item 2.02. Results of Operations and Financial Condition.

On July 15, 2005, Q.E.P. Co., Inc. (the “Company”) issued a press release regarding its financial results for the fiscal 2006 first quarter. A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Section 9- Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits

As described in Item 2.02 of this Report, the following Exhibit is furnished as part of this Current Report on Form 8-K:

Exhibit No.	Description
99.1	Press Release of the Company dated July 15, 2005.

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.
Date: July 15, 2005	By:	/s/ Marc Applebaum
	Name:	Marc Applebaum
	Title:	Senior Vice President and
		Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release of the Company dated July 15, 2005.

EX-99.1

Exhibit 99.1

Contact:

Marc Applebaum

Chief Financial Officer

Q.E.P. Co., Inc.

(561) 994-5550

Q.E.P. CO., INC., REPORTS FISCAL 2006 FIRST-QUARTER FINANCIAL RESULTS

Sales Increase to a Quarterly Record $51.3 million

BOCA RATON, FLORIDA—July 15, 2005—Q.E.P. CO., INC. (Nasdaq: QEPC), today announced financial results for its fiscal 2006 first quarter ended May 31, 2005.

For the fiscal 2006 first quarter, net sales increased 18.9 percent to a quarterly record $51.3 million compared with $43.1 million for the same period last fiscal year. This reflected an increased market penetration of the Company’s product offerings, especially adhesives. In addition, acquisitions accounted for approximately $2.0 million in net sales and changes in foreign currency accounted for approximately $905,000.

Gross profit for the quarter was 30.7 percent of net sales as compared with 33.9 percent for the same period a year ago. The reduction was the result of continuing increases in raw material prices and changes in product mix that were only partially offset by selective price increases.

Operating income decreased from approximately $2.2 million for the first quarter of fiscal 2005 to $1.9 million for the first quarter of fiscal 2006. The $1.9 million included a $1.1 million pretax benefit from the sale of the Company’s carpet seaming tape distribution business as part of the Company’s recent acquisition of the Capitol brand adhesives manufacturing assets, but was offset by a $505,000 increase in the warrant put liability.

For the fiscal 2006 first quarter net income was $770,000, or $0.21 per diluted share, compared with $1.2 million, or $0.32 per diluted share for the same period last year.

Lewis Gould, Q.E.P.’s Chairman and Chief Executive Officer, stated: “We are pleased with our continued top line growth, and are continually working to improve our margin through operational efficiencies and price increases.”

The Company will be hosting a conference call at 10:00 a.m. Eastern Time today to discuss this press release and to answer questions. To participate in the conference call, please dial 877-922-0755 five to 10 minutes before the call is scheduled to begin. The financial information to be discussed during the conference call will be on Q.E.P.’s website at www.qep.com in the Investor Relations section.

Certain statements in this press release, including statements regarding our expectations regarding continued manufacturing efficiencies, increases in our profit margins, and additional price increases are forward-looking statements, which are made pursuant to the safe-harbor provisions of the Securities Litigation Reform Act of 1995. The forward-looking statements are made only as of the date of this report 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 the Company’s assumptions relating to the expected growth in sales of its products, the continued success of the Company’s manufacturing processes, the continued success of initiatives with certain of the Company’s customers, the success of the Company’s price increases initiatives, the success of the Company’s sales and marketing efforts, continued increases in the cost of raw materials and shipping and improvements in productivity and cost reductions. A more detailed discussion of risks attendant to the forward-looking statements included in this press release are set forth in the “Forward-Looking Statements” section of the Company’s Annual Report on Form 10-K for the year ended February 28, 2005, filed with the Securities and Exchange Commission (“SEC”), and in other reports already filed with the SEC.

-Financial Information Follows-

CONSOLIDATED BALANCE SHEETS

(In thousands, unaudited)

	5/31/05		2/28/05
Current Assets:
Cash and cash equivalents	$	538	$	1,869
Accounts Receivable		28,772		27,016
Inventories		32,374		29,929
Other current assets		2,649		2,504
		64,333		61,318
Property and equipment, net		9,127		9,186
Other assets		20,386		16,604
Total Assets	$	93,846	$	87,108
Liabilities and Stockholders’ Equity
Current liabilities (including current portion of long-term debt and, at 5/31/05, warrant put liability)	$	52,463	$	49,949
Long-term debt		11,688		6,532
Warrant put liability		—		782
Stockholders’ equity		29,695		29,845
Total Liabilities and Stockholders’ Equity	$	93,846	$	87,108

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

CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per-share data; unaudited)

	Three Months Ended
	5/31/05			5/31/04
Net sales	$	51,259		$	43,104
Cost of goods sold		35,522			28,492
Gross profit		15,737			14,612
Costs and expenses
Shipping		5,034			4,409
General and administrative		4,583			3,739
Selling and marketing		4,831			4,185
Other expense		(648	)		90
Operating income		1,937			2,189
Interest expense		487			310
Income before provision for income taxes		1,450			1,879
Provision for income taxes		680			717
Net income	$	770		$	1,162
Basic net income per common share	$	0.22		$	0.34
Diluted net income per common share	$	0.21		$	0.32
Weighted average number of common shares - diluted		3,618,266			3,645,652

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