Nortek Inc. News Release
 
NORTEK HOLDINGS – SALES/EARNINGS UP<
FOR SECOND QUARTER

PROVIDENCE, RI, August 3, 2004—Nortek Holdings, Inc. (“Nortek Holdings”), the parent company of Nortek, Inc. (“Nortek”), a leading international designer, manufacturer and marketer of high-quality brand name building products, today announced increased second quarter sales and earnings from a continuing strong residential housing and home improvement market.

Nortek Holdings second-quarter 2004 sales from continuing operations totaled $448 million, up 15 percent from the comparable period in 2003. Operating earnings from continuing operations for this year’s second quarter were $46.6 million compared to last year’s $43.8 million. The results from continuing operations exclude Nortek’s formerly owned subsidiary, Ply Gem Industries, Inc. (“Ply Gem”), which has been sold and accordingly treated as a discontinued operation.

Richard L. Bready, Chairman and Chief Executive Officer, said, “This was a very strong quarter in both revenue and earnings. Our operating performance was driven by strong sales gains in our Residential Building Products segment and the continuing benefit of Nortek’s manufacturing efficiency programs.”

On January 9, 2003, certain affiliates of Kelso & Company, L.P. and certain members of management acquired control of Nortek in a recapitalization transaction. Net sales for the nine-day period ending January 9, 2003 and the period from January 10 to July 5, 2003 were $25 million and $726 million, respectively. Operating earnings (loss) for the nine-day period ending January 9, 2003 and the period from January 10 to July 5, 2003 were $(81.8) million and $78.4 million, respectively.

Key financial highlights from continuing operations for the first half of 2004 included:
Mr. Bready added, “Overall housing activity remains at very healthy levels and it is expected that overall residential housing markets will continue to be solid for the remainder of the year. The manufactured housing and commercial HVAC markets are not expected to see meaningful increases in 2004.”

Acquisitions contributed approximately $21.9 million and $37.3 million to net sales for the second quarter and six months ended July 3, 2004, respectively, and contributed approximately $4.0 million and $5.9 million to operating earnings for the second quarter and six months ended July 3, 2004, respectively. In addition, the six-month results for 2004 included a loss from early retirement of debt of approximately $12 million.

As of July 3, 2004, Nortek Holdings had approximately $133 million in unrestricted cash, equivalents and marketable securities and has no borrowings outstanding under its $175-million revolving credit facility.

On July 15, 2004, Thomas H. Lee Partners L.P., in partnership with certain members of Nortek Holdings’ management, entered into a stock purchase agreement with affiliates of Kelso and Company L.P. and certain other parties to purchase all of the outstanding capital stock of Nortek Holdings in a transaction valued at approximately $1.74 billion before fees and expenses (the “THL transaction”). The THL transaction is subject to customary closing conditions and is expected to be consummated during the third quarter of 2004.
 
Nortek Holdings* (the parent company of Nortek, Inc.) is a leading international manufacturer and distributor of high-quality, competitively priced building, remodeling and indoor environmental control products for the residential and commercial markets. Nortek Holdings offers a broad array of products for improving the environments where people live and work. Its products currently include: range hoods and other spot ventilation products; heating and air conditioning systems; indoor air quality systems; and specialty electronic products.
 
*As used herein, the term “Nortek Holdings” refers to Nortek Holdings, Inc., together with its subsidiaries, unless the context indicates otherwise. This term is used for convenience only and is not intended as a precise description of any of the separate corporations, each of which manages its own affairs.
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on Nortek Holdings’ current plans and expectations and involve risks and uncertainties that could cause actual future activities and results of operations to be materially different from those set forth in the forward-looking statements. Important factors impacting such forward-looking statements include the availability and cost of raw materials and purchased components, the level of construction and remodeling activity, changes in general economic conditions, the rate of sales growth, and product liability claims. Nortek Holdings undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events, or otherwise. For further information, please refer to the reports and filings of Nortek Holdings with the Securities and Exchange Commission.
# # #

 
NORTEK HOLDINGS, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED SUMMARY OF OPERATIONS
 

 
 
 
 
For the Periods
 
 
 
 
Post-Recapitalization
Pre-Recapitalization
 
 
For the Three Months Ended
Jan. 1, 2004
Jan. 10, 2003
Jan. 1, 2003 -
 
 
July 3, 2004
July 5, 2003
July 3, 2004
July 5, 2003
Jan. 9, 2003
 
 
(Amounts in thousands)
 
 
(Unaudited)
 
 
 
 
 
 
 
Net Sales
 
$
448,393
 
$
390,029
 
$
855,836
 
$
726,106
 
$
24,951
 
   
 
 
 
 
 
Costs and Expenses:
   
 
   
 
   
 
   
 
   
 
 
Cost of products sold
   
316,409
   
280,737
   
605,081
   
520,394
   
18,635
 
Selling, general and administrative expense
   
81,854
   
63,425
   
155,839
   
123,498
   
5,014
 
Amortization of intangible assets
   
3,538
   
2,020
   
6,849
   
3,843
   
67
 
Expenses and charges arising from the Recapitalization
   
---
   
---
   
---
   
---
   
83,000
 
   
 
 
 
 
 
 
   
401,801
   
346,182
   
767,769
   
647,735
   
106,716
 
   
 
 
 
 
 
Operating earnings (loss)
   
46,592
   
43,847
   
88,067
   
78,371
   
(81,765
)
Interest expense
   
(18,432
)
 
(12,636
)
 
(43,993
)
 
(29,427
)
 
(1,054
)
Loss from debt retirement
   
---
   
---
   
(11,958
)
 
---
   
---
 
Investment income
   
340
   
289
   
1,284
   
656
   
119
 
   
 
 
 
 
 
Earnings (loss) from continuing operations
   
 
   
 
   
 
   
 
   
 
 
before provision (benefit) for income taxes
   
28,500
   
31,500
   
33,400
   
49,600
   
(82,700
)
Provision (benefit) for income taxes
   
11,800
   
13,000
   
13,800
   
20,100
   
(21,800
)
   
 
 
 
 
 
Earnings (loss) from continuing operations
   
16,700
   
18,500
   
19,600
   
29,500
   
(60,900
)
Earnings (loss) from discontinued operations
   
(800
)
 
7,400
   
67,400
   
1,900
   
(1,000
)
   
 
 
 
 
 
Net earnings (loss)
 
$
15,900
 
$
25,900
 
$
87,000
 
$
31,400
 
$
(61,900
)
   
 
 
 
 
 
 
The accompanying notes are an integral part of this unaudited condensed consolidated summary of operations.
 
NORTEK HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED SUMMARY OF OPERATIONS
 
A.        The unaudited condensed consolidated summary of operations for Nortek Holdings, Inc. and its subsidiaries (the “Company” or “Holdings”), in the opinion of management, reflects all adjustments necessary for a fair statement of the periods presented. Certain amounts in the prior year’s unaudited condensed consolidated summary of operations have been reclassified to conform to the current year presentation. This unaudited condensed consolidated summary of operations should be read in conjunction with the consolidated financial statements and the notes included in the Company's latest annual report on Form 10-K, its latest quarterly report on Form 10-Q and its latest Current Reports on Form 8-K as filed with the Securities and Exchange Commission (“SEC”).

The consolidated financial statements prior to November 20, 2002 reflect the financial position, results of operations and cash flows of Nortek, Inc. (“Nortek”), the predecessor company. On November 20, 2002, Nortek and Holdings reorganized into a holding company structure and each outstanding share of capital stock of Nortek was converted into an identical share of capital stock of Holdings, a Delaware corporation formed in 2002, with Holdings becoming the successor public company and Nortek becoming a wholly-owned subsidiary of Holdings (the “Holdings Reorganization”). Subsequent to November 20, 2002, the consolidated financial statements reflect the financial position, results of operations and cash flows of Holdings (the successor company). On January 9, 2003, Holdings was acquired by certain affiliates and designees of Kelso & Company L.P. (“Kelso”) and certain members of Nortek’s management (the “Management Investors”) in accordance with the Agreement and Plan of Recapitalization by and among Nortek, Inc., Nortek Holdings, Inc. and K Holdings, Inc. (“K Holdings”) dated as of June 20, 2002, as amended, (the “Recapitalization Agreement”) in a transaction valued at approximately $1.6 billion, including all of the Company’s indebtedness (the “Recapitalization”). Refer to the Company’s Form 10-K as filed with the SEC for a more detailed description of the Recapitalization.

B.        On February 12, 2004, the Company sold the capital stock of its wholly-owned subsidiary Ply Gem for net cash proceeds of approximately $506,700,000, after excluding approximately $21,400,000 of proceeds provided to fund liabilities of Ply Gem indemnified by the Company, and recorded a net after-tax gain on the sale of approximately $72,300,000 in the first quarter of 2004. Ply Gem, through its operating subsidiaries, is a manufacturer and distributor of a range of products for use in the residential new construction, do-it-yourself and professional renovation markets, including vinyl siding, windows, patio doors, fencing, railing, decking and accessories. The results of operations of the operating subsidiaries of Ply Gem comprised the Company’s entire Windows, Doors and Siding Products (“WDS”) reporting segment and the corporate expenses of Ply Gem were previously included in Unallocated other, net in the Company’s segment reporting.

The Company allocates interest to dispositions that qualify as a discontinued operation for debt instruments which are entered into specifically and solely with the entity disposed of and from debt which is settled with proceeds received from the disposition. For the six months ended July 3, 2004, interest allocated to discontinued operations, included in interest expense, net in the table below, was approximately $2,800,000 (net of taxes of approximately $1,600,000). For the second quarter ended July 5, 2003 and the periods from January 10, 2003 to July 5, 2003 and from January 1, 2003 to January 9, 2003, interest allocated to discontinued operations, included in interest expense, net in the table below, was approximately $6,000,000 (net of taxes of approximately $3,600,000), $11,400,000 (net of taxes of approximately $6,700,000) and $800,000 (net of taxes of approximately $400,000), respectively.

The sale of Ply Gem and the related operating results have been excluded from earnings (loss) from continuing operations and are classified as discontinued operations for all periods presented.

The table that follows presents a summary of the results of discontinued operations for the three months ended July 3, 2004 and July 5, 2003:
 
 
 
Post-Recapitalization
 
 
For the Three
 
 
Months Ended
 
 
July 3, 2004
July 5, 2003
       
 
 
(Amounts in thousands)
 
 
(Unaudited)
 
 
 
 
Net sales
 
$
---
 
$
154,500
 
   
 
 
Operating earnings (loss) of discontinued operations *
 
$
(1,200
)
$
21,581
 
 
   
 
   
 
 
Interest expense, net
   
---
   
(9,881
)
   
 
 
Earnings (loss) before income taxes
   
(1,200
)
 
11,700
 
Provision (benefit) for income taxes
   
(400
)
 
4,300
 
   
 
 
Earnings (loss) from discontinued operations
 
$
(800
)
$
7,400
 
   
 
 
Depreciation and amortization expense
 
$
---
 
$
3,731
 
   
 
 
 
                      *       Operating earnings of discontinued operations are net of Ply Gem corporate expenses previously included within Unallocated other, net in the Company’s segment reporting.

Operating earnings of discontinued operations for the three months ended July 5, 2003 include approximately $100,000 of severance and other costs associated with the closure of certain manufacturing facilities.

Operating earnings for the three months ended July 3, 2004 reflect the pre-tax impact of stock-based employee compensation charges of approximately $1,200,000 related to Nortek Holdings’ stock options retained by employees of Ply Gem subsequent to the sale of Ply Gem.

The table that follows presents a summary of the results of discontinued operations for the periods presented:

 
 
 
For the Periods
 
 
Post-Recapitalization
Pre-Recapitalization
 
 
Jan. 1, 2004 -
Jan. 10, 2003 -
Jan. 1, 2003 -
 
 
July 3, 2004
July 5, 2003
Jan. 9, 2003
 
 
(Amounts in thousands)
 
 
(Unaudited)
 
 
 
 
 
Net sales
 
$
40,600
 
$
253,600
 
$
8,800
 
   
 
 
 
Operating earnings (loss) of discontinued operations *
 
$
(3,244
)
$
21,771
 
$
(368
)
 
   
 
   
 
   
 
 
Interest expense, net
   
(4,556
)
 
(18,671
)
 
(1,232
)
   
 
 
 
Earnings (loss) before provision (benefit) for income taxes
   
(7,800
)
 
3,100
   
(1,600
)
Provision (benefit) for income taxes
   
(2,900
)
 
1,200
   
(600
)
   
 
 
 
Earnings (loss) from discontinued operations
   
(4,900
)
 
1,900
   
(1,000
)
   
 
 
 
Gain on sale of discontinued operations
   
122,700
   
---
   
---
 
Income tax provision on sale of discontinued operations
   
50,400
   
---
   
---
 
   
 
 
 
 
   
72,300
   
---
   
---
 
   
 
 
 
Earnings (loss) from discontinued operations
 
$
67,400
 
$
1,900
 
$
(1,000
)
   
 
 
 
Depreciation and amortization expense
 
$
1,359
 
$
8,478
 
$
315
 
   
 
 
 
 
               *     Operating earnings (loss) of discontinued operations are net of Ply Gem corporate expenses previously included within Unallocated other, net in the Company’s segment reporting.

Operating earnings (loss) of discontinued operations for the period from January 10, 2003 to July 5, 2003 include approximately $600,000 of severance and other costs associated with the closure of certain manufacturing facilities. Operating earnings (loss) of discontinued operations for the period from January 10, 2003 to July 5, 2003 also include approximately $1,300,000 of costs and expenses for expanded distribution including new customers.

Operating earnings for the six months ended July 3, 2004 reflect the pre-tax impact of stock-based employee compensation charges of approximately $1,900,000 related to Nortek Holdings’ stock options retained by employees of Ply Gem subsequent to the sale of Ply Gem.

C.       The Company has two reportable segments: the Residential Building Products Segment and the Air Conditioning and Heating Products Segment. In the tables below, Unallocated includes corporate related items, intersegment eliminations and certain income and expense items not allocated to reportable segments.

The Company evaluates segment performance based on operating earnings before allocations of corporate overhead costs. Intersegment net sales and intersegment eliminations were not material for any of the periods presented. The income statement impact of all purchase accounting adjustments, including goodwill and intangible asset amortization, is reflected in the operating earnings of the applicable operating segment.

Net sales, operating earnings and pre-tax earnings from continuing operations for the Company’s segments for the three months ended July 3, 2004 and July 5, 2003 were as follows:
 

 
 
Three Months Ended
 
 
July 3, 2004
July 5, 2003
 
 
(Amounts in thousands)
 
 
(Unaudited)
Net sales:
 
 
 
Residential building products
 
$
245,627
 
$
194,928
 
Air conditioning and heating products
   
202,766
   
195,101
 
   
 
 
Consolidated net sales
 
$
448,393
 
$
390,029
 
   
 
 
Operating earnings (loss):
   
 
   
 
 
Residential building products *
 
$
41,706
 
$
31,551
 
Air conditioning and heating products *
   
16,218
   
19,016
 
   
 
 
Subtotal
   
57,924
   
50,567
 
Unallocated:
   
 
   
 
 
Strategic sourcing software and
   
 
   
 
 
   systems development expense
   
---
   
(300
)
Stock based compensation charges
   
(2,100
)
 
(200
)
Other, net
   
(9,232
)
 
(6,220
)
   
 
 
Consolidated operating earnings
   
46,592
   
43,847
 
Interest expense
   
(18,432
)
 
(12,636
)
Investment income
   
340
   
289
 
   
 
 
Earnings before provision
   
 
   
 
 
   for income taxes
 
$
28,500
 
$
31,500
 
   
 
 
 
                                  *      The operating results of the Air Conditioning and Heating Products Segment for the three months ended July 3, 2004 and July 5, 2003 include approximately $600,000 and $1,400,000, respectively, of costs associated with the closure of certain manufacturing facilities. The operating results of the Air Conditioning and Heating Products Segment for the three months ended July 3, 2004 also include approximately $1,800,000 and $550,000, respectively, of estimated inefficient production costs and expenses associated with the start-up of a new manufacturing facility. The operating results of the Residential Building Products Segment for the three months ended July 3, 2004 and July 5, 2003 include approximately $600,000 and $100,000, respectively, and operating results the Air Conditioning and Heating Products Segment include for the three months ended July 3, 2004 approximately $400,000 of compensation expense related to stock options issued to employees of such segments in accordance with SFAS No. 123.

Net sales, operating earnings (loss) and pre-tax earnings (loss) from continuing operations for the Company’s segments for the periods presented below were as follows:

 
 
 
For the Periods
 
 
Post-Recapitalization
Pre-Recapitalization
 
 
Jan. 1, 2004 -
Jan. 10, 2003 -
Jan. 1, 2003 -
 
 
July 3, 2004
July 5, 2003
Jan. 9, 2003
 
 
(Amounts in thousands)
 
 
(Unaudited)
 
 
 
 
 
Net sales:
 
 
 
 
Residential building products
 
$
482,148
 
$
379,461
 
$
16,338
 
Air conditioning and heating products
   
373,688
   
346,645
   
8,613