NORTEK REPORTS 31% INCREASE IN THIRD-QUARTER EARNINGS PER SHARE
PROVIDENCE, RI, November 4, 1998 -- Nortek, Inc. (NYSE:NTK) today reported third-quarter diluted earnings per share from continuing operations of $1.11, up 31 percent from $0.85 in the prior year.
"Norteks third-quarter performance demonstrates our success in growing the Company both internally and through strategic acquisitions that complement existing businesses," said Richard L. Bready, Chairman and Chief Executive Officer of Nortek. "Third-quarter net sales for the core businesses (Residential Building Products Group and the Air Conditioning and Heating Products Group) owned for the entire quarter in both years were up 7.5 percent. Operating results for these two groups were strong and well ahead of last year," added Mr. Bready. "The Windows, Doors and Siding Group sales also exceeded the prior year and reflect our continued integration of these businesses and the implementation of new operating systems and cost-control measures." The increase in third-quarter net sales includes a net $142.0 million attributable to businesses not owned for the entire quarter in both years.
- Net sales for the quarter rose 53 percent to $458.2 million, from $300.4 million for the same quarter a year earlier.
- EBITDA from continuing operations rose 82 percent to $55.5 million, from $30.4 million for the comparable 1997 quarter.
- Pre-tax earnings from continuing operations rose 90 percent to $24.5 million, from last years $12.9 million.
For the first nine months of 1998, Norteks net sales increased 81 percent to $1.3 billion from $718.4 million in 1997, reflecting both an increase of almost 10 percent from Norteks core businesses owned in both periods and a net $521.4 million from businesses not owned for the entire first nine months of both years. EBITDA from continuing operations for the first nine months was $128.2 million, up 75 percent from last years $73.2 million. Pre-tax earnings from continuing operations were $42.5 million, a 32-percent increase over last years $32.2 million. Diluted earnings per share from continuing operations were $2.13 for the first nine months of 1998 versus $2.11 for the first nine months of last year. Diluted earnings per share for the first nine months of 1998 and 1997 are after amortization of acquired goodwill of $0.81 per share and $0.29 per share, respectively. Per-share results for 1998 reflect the Companys 2.2-million-share equity offering completed in May 1998.
Bready said, "Our progress in completing a number of important initiatives and the underlying strength of our realigned operations are reflected in our diluted earnings per share from continuing operations for the quarter and year-to-date which, for the first time this year, are ahead of the comparable 1997 periods."
Highlights of other initiatives completed in the third quarter and subsequently include:Nortek 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. The Company offers a broad array of products for improving the environments where people live and work. Its products include range hoods and other spot ventilation products, heating and air conditioning systems, wood and vinyl windows and doors, vinyl siding products, indoor air quality systems, and specialty electronic products.
- Acquisitions: On July 31, 1998, Nortek completed the acquisition of NuTone Inc., a manufacturer of built-in products for the home. On October 12, 1998, Nortek completed the acquisition of Napco, Inc. and an affiliate, manufacturers of exterior residential building products. Bready called both "major additions to Norteks growing portfolio of LEADING brand names."
- Divestitures: On July 2, 1998, the sale of the Goldenberg Group, Inc. was completed. On July 10, 1998 the sale of Universal-Rundle was completed and on August 3, 1998, the assets of the Ply*Gem Manufacturing Division were sold. With these divestitures, Nortek has sold five businesses in 1998 on which it has realized gross cash proceeds in excess of $68.0 million. Also, in connection with the FTCs approval of the NuTone acquisition, Nortek has agreed to sell its M&S Systems subsidiary, which manufactures hard-wired intercom systems.
- Financing: In July, Nortek sold, in a private Rule 144A offering, $210 million principal amount of 8 7/8 % Senior Notes due August 1, 2008, at 99.641 percent of face value.
This release contains forward-looking statements relating to future financial results. Actual financial performance may differ as a result of factors over which the Company has no control. Additional information which could affect the company's financial results is included in the Company's Securities and Exchange Commission filings, copies of which are available from Nortek at no charge.# # #
NORTEK, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED SUMMARY OF OPERATIONS
(In Thousands except per share amounts)
Three Months Ended |
Nine Months Ended |
||||||
Oct 3, |
Sept. 27, |
Oct. 3, |
Sept. 27, |
||||
1998 |
1997 |
1998 |
1997 |
||||
| Net sales | $ 458,193 | $ 300,380 | $1,300,308 | $ 718,413 | |||
| Cost of sales | 331,573 | 220,076 | 960,168 | 515,787 | |||
| Selling, general and administrative expenses | 78,723 | 55,560 | 234,222 | 144,159 | |||
| Amortization of acquired goodwill | 3,610 | 1,432 | 8,784 | 2,861 | |||
| 413,906 | 277,068 | 1,203,174 | 662,807 | ||||
| Operating earnings | 44,287 | 23,312 | 97,134 | 55,606 | |||
| Interest expense | (22,928) | (13,521) | (62,126) | (31,089) | |||
| Investment income | 3,141 | 3,109 | 7,492 | 7,683 | |||
| Earnings from continuing operations | |||||||
| before provision for income taxes | 24,500 | 12,900 | 42,500 | 32,200 | |||
| Provision for income taxes | 11,200 | 4,500 | 19,400 | 11,400 | |||
| Earnings
from continuing operations before extraordinary loss |
13,300 | 8,400 | 23,100 | 20,800 | |||
| Earnings (loss) from discontinued operations | 600 | (700) | 600 | (2,700) | |||
| Extraordinary loss from debt retirements | (100) | --- | (100) | --- | |||
| Net earnings | $ 13,800 | $ 7,700 | $ 23,600 | $ 18,100 | |||
| Net earnings (loss) per share of common stock: | |||||||
| Earnings from continuing operations: | |||||||
| Basic | $ 1.13 | $ .87 | $ 2.17 | $ 2.16 | |||
| Diluted | $ 1.11 | $ .85 | $ 2.13 | $ 2.11 | |||
| Earnings (loss) from discontinued operations: | |||||||
| Basic | $ .05 | $ (.07) | $ .05 | $ (.29) | |||
| Diluted | $ .05 | $ (.07) | $ .05 | $ (.28) | |||
| Extraordinary loss from debt retirements: | |||||||
| Basic | $ (.01) | $ --- | $ (.01) | $ --- | |||
| Diluted | $ (.01) | $ --- | $ (.01) | $ --- | |||
| Net earnings | |||||||
| Basic | $ 1.17 | $ .80 | $ 2.21 | $ 1.87 | |||
| Diluted | $ 1.15 | $ .78 | $ 2.17 | $ 1.83 | |||
| Weighted average number of shares: | |||||||
| Basic | 11,721 | 9,569 | 10,660 | 9,632 | |||
| Diluted | 11,951 | 9,841 | 10,858 | 9,878 | |||
| EBITDA from continuing operations | $ 55,454 | $ 30,435 | $ 128,177 | $ 73,167 | |||
The accompanying notes are an integral part of this unaudited condensed consolidated summary of operations.
NORTEK, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED SUMMARY OF OPERATIONS
A. The unaudited condensed consolidated summary of operations for Nortek, Inc. and its subsidiaries (the "Company"), in the opinion of management, reflects all adjustments necessary for a fair statement of the periods presented. It is suggested that this unaudited condensed consolidated summary of operations be read in conjunction with the financial statements and the notes included in the Company's latest Annual Report on form 10-K/A, and its latest Securities and Exchange Commission Quarterly Report on form 10-Q.
B. On July 31, 1998, the Company, through a wholly-owned subsidiary, purchased all of the issued and outstanding capital stock of NuTone Inc. ("NuTone"), a wholly owned subsidiary of Williams plc ("Williams") for an aggregate purchase price of $242,500,000. The purchase price was funded through the use of the net proceeds from the sale of $210,000,000 principal amount of 8 7/8% Senior Notes due August 1, 2008 (the "8 7/8 Notes"), at a slight discount, which occurred on July 31, 1998, in a private offering (under an exemption pursuant to Securities and Exchange Commission ("SEC') Rule 144A to qualified investors together with a portion of the cash proceeds from the sale of common stock in the second quarter of 1998.
C. The following presents unaudited Pro Forma and As Adjusted net sales, operating earnings, earnings from continuing operations and diluted earnings from continuing operations per share of the Company for the three months and nine months ended October 3, 1998 and September 27, 1997 and gives pro forma effect to all significant transactions which include the acquisition of Ply Gem Industries, Inc. ("Ply Gem"), the sale of $310,000,000 principal amount of 9 1/8% Notes, the extension of credit under the Ply Gem credit facility to refinance certain existing indebtedness and the termination of Ply Gem's accounts receivable securitization program, (all of which occurred in August 1997), the sale of $175,000,000 principal amount of 9 1/4% Notes in March 1997, the refinancing of certain subsidiary indebtedness, the sale of 2,182,500 shares of the Company's common stock in the second quarter of 1998 (the "Sale of Common Stock"), the sale of $210,000,000 principal amount of 8 7/8% Notes and the acquisition of NuTone in July 1998, and reflects the estimated cost reductions as described below (and is further detailed in the Company's 10-Q and 10-K filings with the Securities and Exchange Commission) as if such transactions and adjustments had occurred on January 1, 1997:
Three Months Ended |
Nine Months Ended |
||||||
Oct.
3, |
Sept. 27, |
Oct. 3, |
Sept.
27, |
||||
(In thousands except per share amounts) |
|||||||
| Pro Forma | |||||||
| Net sales | $473,631 | $484,383 | $1,410,969 | $1,379,321 | |||
| Operating earnings | 38,400 | 4,300 | 99,000 | 59,000 | |||
| Earnings (loss) from continuing operations | 8,400 | (11,400) | 15,200 | (9,100) | |||
| Diluted earnings from continuing
operations Per Share |
$ .70 |
$(.97) |
$1.28 |
$(.76) |
|||
| As Adjusted | |||||||
| Net sales | $473,631 | $484,383 | $1,410,969 | $1,379,321 | |||
| Operating earnings | 48,100 | 36,600 | 116,200 | 106,500 | |||
| Earnings from continuing operations | 14,200 | 8,200 | 25,500 | 20,000 | |||
| Diluted earnings from continuing
operations Per Share |
$1.19 |
$ .68 |
$2.14 |
$1.66 |
|||
Subsequent to the NuTone acquisition, the Company expects to realize net savings from the elimination of fees and charges paid by NuTone to Williams and related entities. These cost savings have been included in Pro Forma operating earnings. Also, subsequent to the NuTone acquisition, the Company expects to realize approximately $15,000,000 in annual cost reductions that can be achieved as a result of the NuTone acquisition. These cost savings have been included in As Adjusted operating earnings.
Since the Ply Gem acquisition date, the Company has realized, and expects to continue to realize, cost savings as a result of the acquisition. These savings result from several actions, including: (i) the elimination of expenses associated with Ply Gem's New York headquarters; (ii) the consolidation of Ply Gem's corporate functions such as accounting, legal and risk management into Nortek; and (iii) the identification and rationalization of under-performing product lines.
Included in the Pro Forma operating earnings for the quarter and nine months ended September 27, 1997, are approximately $22,200,000 of charges recorded by Ply Gem to provide certain valuation reserves and to conform accounting policies to the Companys. Included in Pro Forma operating earnings for the quarter and nine months ended October 3, 1998, are approximately $8,400,000 of charges recorded by NuTone to provide certain valuation reserves. The As Adjusted operating earnings, which is presented as supplemental information, excludes the effect of these charges.
The As Adjusted information is presented as supplemental information only and is not intended to and does not conform with Article 11 Pro Forma Financial Information of Regulation S-X of the Securities and Exchange Commission.
D. In the fourth quarter of 1997, the Company adopted a plan of disposition for its Plumbing Products Group and provided a pre-tax reserve of $2,500,000 for future expenses including interest expense. The Plumbing Products Group was sold on July 10, 1998. In the nine months ended October 3, 1998, approximately $1,000,000 of corporate interest expense was allocated against this reserve. In the three months and nine months ended September 27, 1997, the loss for discontinued operations included an allocation of corporate interest expense of approximately $475,000 and $1,425,000 respectively. The sale of the Plumbing Products Group resulted in a $600,000 after-tax gain in the third quarter of 1998 which is classified as Earnings from Discontinued Operations.
E. Net sales for the Company's principal product groups for the third quarter and nine months ended October 3, 1998 and September 27, 1997 were as follows:
Three Months Ended |
Nine Months Ended |
||||||
Oct. 3, |
Sept. 27, |
Oct. 3, |
Sept. 27, |
||||
(In thousands) |
|||||||
| Residential Building Products | $141,611 | $105,532 | $ 369,369 | $316,967 | |||
| Air Conditioning and Heating Products | 121,975 | 111,656 | 356,645 | 318,254 | |||
| Windows, Doors and Siding | 150,306 | 55,343 | 390,677 | 55,343 | |||
| Specialty Products and Distribution | 44,301 | 27,849 | 183,617 | 27,849 | |||
| Total | $458,193 | $300,380 | $1,300,308 | $718,413 | |||
This release contains forward-looking statements relating to
future financial results. Actual financial performance may differ as a result of factors
over which the Company has no control. Additional information which could affect the
company's financial results is included in the Company's Securities and Exchange
Commission filings, copies of which are available from Nortek at no charge.
# # #
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