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.

"Nortek’s 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.

For the first nine months of 1998, Nortek’s net sales increased 81 percent to $1.3 billion from $718.4 million in 1997, reflecting both an increase of almost 10 percent from Nortek’s 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 year’s $73.2 million. Pre-tax earnings from continuing operations were $42.5 million, a 32-percent increase over last year’s $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 Company’s 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.


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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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,
1998

Sept. 27,
1997

Oct. 3,
1998

Sept. 27,
1997

(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 Company’s. 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,
1998

Sept. 27,
1997

Oct. 3,
1998

Sept. 27,
1997

(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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