PROVIDENCE, RI, February 10, 2000,Nortek, Inc. (NYSE:NTK), a leading international manufacturer and distributor of high-quality building products, today announced that net sales, net earnings, and earnings per share for 1999 were the highest of any year in the Company's history. This is the second consecutive year that Nortek has reported record financial results.
Financial highlights for the full-year 1999 included:
All three of Nortek's operating groups showed double-digit net sales and operating earnings increases during 1999, led by Residential Building Products which increased net sales and operating earnings by 34 percent and 76 percent, respectively. Air Conditioning and Heating Products increased operating earnings 20 percent on a 16-percent increase in net sales while Windows, Doors and Siding had operating earnings 18 percent higher on a 38-percent increase in sales.
For the year ended December 31, 1999, acquisitions contributed approximately $355 million to the increase in net sales, of which approximately $127 million was in the Residential Building Products Group, approximately $12 million was in the Air Conditioning and Heating Products Group, and approximately $216 million was in the Windows, Doors and Siding Group.
For the fourth quarter, Nortek reported net sales of $489 million, an increase of 12 percent from $438 million a year earlier. Operating earnings for the quarter were $34 million compared to last year's $36 million. The 1998 fourth quarter included $1 million of operating earnings from businesses sold and a $4-million gain on businesses sold. EBITDA for the quarter was $48 million compared to $47 million in 1998. Net earnings for the 1999 fourth quarter were $5.4 million compared to $11.4 million reported a year earlier.
During the quarter, Nortek acquired Xantech Corporation, a leading designer and manufacturer of residential infrared remote control systems for extending control of VCR, cable, satellite and stereo systems to multiple rooms throughout an entire household.
Richard L. Bready, Chairman and Chief Executive Officer, said, "Nortek ended the Century as a strong, dominant player in the building-products industry. From a financial perspective, the Company's 1999 results continued to demonstrate cost controls and improvement in operating margins to 9 percent in 1999 from 7.7 percent in 1998. I'm particularly pleased to report that for the second consecutive year the Company increased margins, earnings and EBITDA at a faster rate than the increase in net sales."
"Throughout the year, we continued to make significant progress in combining newly acquired businesses into our existing operations while still aggressively pursuing internal growth. The successful integration is best reflected by the outstanding performance of the Residential Building Products Group, which during the first full year of the Broan-NuTone consolidation achieved superior results while merging together two very diverse companies."
"As 2000 unfolds, we believe the building products industry will continue to benefit from generally favorable economic conditions. Low inflation, near full employment, strong liquidity and strong consumer confidence continue to help Americans fulfill their dream of home ownership and improved home amenities through extensive home remodeling and expansion. The recent rise in interest rates and potential inflation are clearly factors to watch in the near term, but we remain optimistic and enthusiastic about intermediate and longer term prospects for our industry."
"Our mission remains the same: broaden our offerings of high-quality products to help the realization of home ownership and improved dwellings, grow our existing businesses both domestically and internationally, make strategic acquisitions and assimilate those businesses into our current operations, and continue to build shareholder value in Nortek."
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.
*As used herein, the term "Nortek" refers to Nortek, 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 the Company's 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, product liability claims and other risks detailed in the Company's reports filed with the Securities and Exchange Commission.
UNAUDITED CONDENSED CONSOLIDATED SUMMARY OF OPERATIONS (In thousands except per share amounts) Fourth Quarter Ended Year Ended Dec. 31, Dec. 31, Dec. 31, Dec. 31, 1999 1998 1999 1998 (unaudited) Net sales....................................................... $488,539 $438,035 $1,992,820 $1,738,343 355,228 316,332 1,433,129 1,275,350 94,126 81,227 360,674 315,449 ___5,586 4,482 20,499 14,416 454,940 402,041 1,814,302 1,605,215 33,599 35,994 178,518 133,128 --- 4,000 --- 4,000 (23,926) (24,172) (96,490) (86,298) 1,827 2,978 7,972 10,470 before provision for income taxes................ 11,500 18,800 90,000 61,300 6,100 7,900 40,700 27,300 extraordinary loss...................................... 5,400 10,900 49,300 34,000 --- 600 --- --- (100) ---- (200) $ 5,400 $ 11,400 $ 49,300 $ 35,000 $ .46 $ .93 $ 4.19 $ 3.11 $ .46 $ .92 $ 4.11 $ 3.06 --- $ .05 --- $ .11 --- $ .05 --- $_ .11 --- $ (.01) --- $ (.02) --- $ (.01) --- $ (.02) $ .46 $ .97 $ 4.19 $ 3.20 $ .46 $ .96 $ 4.11 $ 3.15 11,649 11,713 11,763 10,923 11,850 11,876 11,982 11,113 $ 48,280 $ 47,035 $ 233,332 $175,212 $ 9,113 $ 16,678 $ 43,513 $ 40,863
NORTEK, INC. AND SUBSIDIARIES
Cost of products sold......................................
Selling, general and administrative expenses.....
Amortization of goodwill and intangible assets
Operating earnings...............................................
Gain on businesses sold.......................................
Interest expense..................................................
Investment income..............................................
Earnings from continuing operations
Provision for income taxes...................................
Earnings from continuing operations before
Earnings from discontinued operations..................
Extraordinary loss from debt retirements...............
Net earnings........................................................
Net earnings (loss) per share of common stock:
Earnings from continuing operations:
Basic....................................................
Diluted.................................................
Earnings from discontinued operations:
Basic....................................................
Diluted.................................................
Extraordinary loss from debt retirements:
Basic....................................................
Diluted.................................................
Net earnings:
Basic...................................................
Diluted.................................................
Weighted average number of shares:
Basic....................................................
Diluted.................................................
EBITDA.............................................................
Capital Expenditures
The accompanying notes are an integral part of this unaudited condensed consolidated summary of operations.
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, and its latest Quarterly Report on form 10-Q as filed with the Securities and Exchange Commission.
B. EBITDA from continuing operations is operating earnings plus depreciation and amortization expense (other than amortization of deferred debt expense and debt discount).
C. 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 in cash plus approximately $5,500,000 in expenses and fees. 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, together with approximately $44,800,000 of the cash proceeds received from the Common Stock Offering as defined below.
D. The following presents the approximate unaudited Pro Forma net sales, depreciation and amortization expense (other than amortization of deferred debt expense and debt discount), operating earnings, earnings from continuing operations and diluted earnings from continuing operations per share of the Company for the year ended December 31, 1998 which gives pro forma effect to the sale of 2,182,500 shares of the Company's common stock in the second quarter of 1998 (the "Common Stock Offering"), the sale of the 8 7/8% Notes and the acquisition of NuTone on July 31, 1998, and reflects the estimated cost reductions directly attributable to the NuTone acquisition as described below as if such transactions had occurred on January 1, 1998. The Pro Forma results for the year ended December 31, 1998 below include the actual results of NuTone since July 31, 1998 in accordance with the purchase method of accounting for an acquisition. Pro Forma operating results do not give pro forma effect to dispositions of businesses that occurred in 1998, the acquisition of Napco, Inc. which occurred on October 9, 1998 and acquisitions in 1999.
(In thousands except per share amounts) $1,849,000
Year Ended Dec. 31, 1998
Pro Forma
Net sales..........................................
Depreciation and amortization
expense............................................
Operating earnings.................................
Earnings from continuing operations.......
Diluted earnings from continuing
NOTES TO UNAUDITED CONDENSED CONSOLIDATED SUMMARY OF OPERATIONS
(Continued)
At the date of the Nutone acquisition, the company achieved cost reductions directly attributable to the acquisition from the elimination of fees and charges paid by NuTone to Williams and related entities. The unaudited Pro Forma operating earnings have been increased by approximately $354,000 for the year ended December 31, 1998, and were unchanged for the three months ended December 31, 1998 to reflect the elimination of such fees. Subsequent to the NuTone acquisition, the Company has realized and expects to realize additional cost reductions (NuTone Cost Reductions) as a result of integrating NuTone into the Companys operations. Pro Forma earnings have not been increased for the NuTone Cost Reductions for the periods presented, except for NuTone Cost Reductions actually achieved since the date of acquisition. The Companys operating earnings for the year ended December 31, 1999, include approximately $14.0 million of net cost savings related to NuTone Cost Reductions which are net of approximately $3.4 million of related costs and expenses. The Company expects to realize future incremental net NuTone Cost Reductions in excess of 1999 levels of approximately $6.0 million to $9.0 annually. Future NuTone Cost Reductions are estimates and actual savings achieved could differ materially. In computing the Pro Forma earnings, earnings have been reduced by the net interest income on the aggregate cash portion of the purchase price of the NuTone acquisition at the historical rate earned by the Company and interest expense on indebtedness incurred in connection with the acquisition of NuTone. Earnings have also been reduced by amortization of goodwill and intangible assets and reflect net adjustments to depreciation expense as a result of an increase in the estimated fair market value of property and equipment and changes in depreciable lives. Interest expense was included on the 8 7/8% Notes at the applicable coupon rate plus amortization of deferred debt expense and debt discount, net of related tax effects. The Pro Forma information presented does not purport to be indicative of the results which would have been reported if these transactions had occurred on January 1, 1998, or which may be reported in the future.
E. Net sales for the Company's principal segments for the three months and years ended December 31, 1999 and 1998 were as follows:
Year Ended Dec. 31, 1998 (In millions) Residential Building Products..............
Air Conditioning and Heating Products.....
Windows, Doors and Siding....................
Other......................................................
Businesses Sold......................................
Total.......................................
In the fourth quarter and year ended December 31, 1999, acquisitions contributed approximately, $54.9 million and $355.4 million to the increase in net sales, respectively, of which approximately, $5.9 million and $127.4 million, respectively, were in the Residential Building Products Segment, approximately, $4.0 million and $12.1 million, respectively, were in the Air Conditioning and Heating Products Segment and approximately, $45.0 million and $215.9 million, respectively, were in the Windows, Doors and Siding Segment.
Operating earnings and depreciation and amortization expense for the Companys principal segments for the three months and the years ended December 31, 1999 and 1998 were as follows:
Year Ended Dec. 31, 1998 (In millions) Residential Building Products
.... Gain on Business sold........................ --- 4.0 --- 4.0 $ 11.5 Residential Building Products
........
Dec. 31, 1999
Operating Earnings:
Air Conditioning and Heating Products......
Windows, Doors and Siding
.
Other, Net
...
Businesses Sold
Consolidated Operating Earnings
Interest Expense
.
Interest Income
..
Depreciation and Amortization Expense:
Air Conditioning and Heating Products.....
Windows, Doors and Siding
.
Other
...
Businesses Sold
...
Consolidated Depreciation and Amortization Expense
..
F. The following is a summary of selected balance sheet amounts and ratios at December 31, 1999 and 1998:
Balance at: Dec. 31, 1999 Dec.31, 1998 (000s omitted) $115,112 $209,633 14,040 17,738 1,023,616 1,007,113 260,403 217,610 4.0:1 4.7:1
Unrestricted cash, equivalents and
Marketable securities
Short-term and current maturities
Of indebtedness
.
Long-term indebtedness
.
Stockholders Investment
Debt to equity ratio
...
.
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