Form 10-Q for Q2 2005 for Nortek, Inc.

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the quarterly period ended July 2, 2005

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the transition period from ______ to ______

(Commission File Number)

(Exact name of registrant as specified in its charter)

Delaware		05-0314991
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

50 Kennedy Plaza, Providence, RI		02903-2360
(Address of principal executive offices)		(Zip Code)

(401) 751-1600
(Registrant’s telephone number, including area code)

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.

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes [ ] No [X]

The number of shares of Common Stock outstanding as of August 4, 2005 was 3,000.

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

NORTEK, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET

(Dollar amounts in thousands, except per share data)

	July 2,		December 31,
	2005		2004
Assets
Current Assets:
Unrestricted cash and cash equivalents	$	74,245	$	94,955
Restricted cash and cash equivalents		468		---
Accounts receivable, less allowances of $5,684 and $5,467		284,233		225,706
Inventories:
Raw materials		70,677		72,166
Work in process		24,846		24,249
Finished goods		133,997		109,134
		229,520		205,549

Prepaid expenses		11,349		8,596
Other current assets		29,179		26,126
Prepaid income taxes		25,728		34,663
Current portion of receivable from affiliate		---		17,220
Total current assets		654,722		612,815

Property and Equipment, at Cost:
Land		8,418		8,683
Buildings and improvements		71,004		75,476
Machinery and equipment		133,107		124,644
		212,529		208,803
Less accumulated depreciation		18,561		7,713
Total property and equipment, net		193,968		201,090

Other Assets:
Goodwill		1,309,067		1,295,105
Intangible assets, less accumulated amortization of $17,041 and $8,436		100,776		110,715
Deferred debt expense		39,325		41,741
Long-term portion of receivable from affiliate		16,628		16,088
Restricted investments and marketable securities		4,973		8,605
Other assets		8,124		11,154
		1,478,893		1,483,408
	$	2,327,583	$	2,297,313

Liabilities and Stockholder’s Investment

Current Liabilities:
Notes payable and other short-term obligations	$	7,481	$	5,364
Current maturities of long-term debt		10,555		14,414
Accounts payable		167,886		137,343
Accrued expenses and taxes, net		167,474		171,591
Total current liabilities		353,396		328,712

Other Liabilities:
Deferred income taxes		16,995		32,737
Other		163,382		168,708
		180,377		201,445

Notes, Mortgage Notes and Obligations
Payable, Less Current Maturities		1,347,788		1,350,210

Stockholder’s Investment:
Common stock, $0.01 par value, authorized 3,000 shares;
3,000 issued and outstanding at July 2, 2005 and December 31, 2004		---		---
Additional paid-in capital		414,265		410,581
Retained earnings (accumulated deficit)		29,300		(2,700	)
Accumulated other comprehensive income		2,457		9,065
Total stockholder's investment		446,022		416,946
Total Liabilities and Stockholder's Investment:	$	2,327,583	$	2,297,313

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

NORTEK, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

	For the Three Months Ended
	Post-			Pre-
	Acquisition			Acquisition
	July 2, 2005			July 3, 2004
	(Amounts in thousands)

Net Sales	$	498,860		$	446,012

Costs and Expenses:
Cost of products sold		350,406			314,804
Selling, general and administrative expense		84,987			80,781
Amortization of intangible assets		4,385			3,540
		439,778			399,125
Operating earnings		59,082			46,887
Interest expense		(25,144	)		(18,422	)
Investment income		362			335
Earnings from continuing operations
before provision for income taxes		34,300			28,800
Provision for income taxes		13,000			11,700
Earnings from continuing operations		21,300			17,100
Loss from discontinued operations		---			(1,200	)
Net earnings	$	21,300		$	15,900

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

NORTEK, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

	For the Six Months Ended
	Post-		Pre-
	Acquisition		Acquisition
	July 2, 2005		July 3, 2004
	(Amounts in thousands)

Net Sales	$	932,978	$