NORTEK REPORTS RECORD QUARTERLY EPS
PROVIDENCE, RI, August 1, 2001Nortek, Inc. (NYSE:NTK), a leading international designer, manufacturer and marketer of high-quality building products, today announced results for the second quarter of 2001. Nortek recorded diluted net earnings per share of $1.76, the highest for any quarter in its history.
Key financial highlights for the quarter ended June 30, 2001, included:
Net sales of $599 million compared to $601 million for last years second quarter. Acquisitions contributed approximately $12 million to net sales for the quarter.
Operating earnings of $58 million compared to last years $57 million.
EBITDA of $74 million compared to $73 million for the prior year.
Net earnings of $20 million, compared to $19 million for the prior year.
Diluted net earnings per share of $1.76, compared to $1.67 for the second quarter of 2000, and a record for any quarter in the history of the Company.
Diluted net earnings per share for the second quarter of 2001 and the second quarter of 2000 are after amortization of goodwill and other intangible assets of $.45 per share and $.44 per share, respectively.
Net sales for the first six months were $1,066 million, including $24 million from acquisitions, compared to total net sales of $1,092 million for the same period last year. Operating earnings totaled $77 million compared to $87 million last year, and EBITDA was $108 million compared to $118 million last year. Net earnings were $17 million compared to $23 million for the first six months of 2000. Diluted per-share earnings for the period were $1.55 compared to $2.01 a year earlier. Diluted per-share earnings for the first six months of 2001 and 2000 were after amortization of goodwill and other intangible assets of $.91 per share and $.87 per share, respectively.
Richard L. Bready, Chairman and Chief Executive Officer, said, Operating results for the second quarter reflect the solid execution of our strategy to be the premier provider of building products for a number of key market segments. Despite a general economic slowdown in the U.S., diluted net earnings per share were the highest for any quarter in Norteks history. We achieved these results while facing a continued decline in the manufactured housing industry and a lack of hot weather across the U.S. that normally spurs air conditioning sales. Additionally, we absorbed significant start-up costs from major new facilities for our residential air conditioning and vinyl fence and deck businesses. Also, we are expensing considerable sums during implementation of our new materials procurement strategy, the benefits of which we do not expect to begin realizing until late this year.
Going forward, we continue to expect the overall U.S. home construction and remodeling market to remain reasonably strong for the remainder of the year. However, we are concerned that the economy may not strengthen as quickly as some have forecast and that some weakness could spread into currently strong markets such as commercial heating and air conditioning. In the meantime, we continue to monitor market activity very closely, institute major cost-reduction programs, and invest in Norteks future, as evidenced by our two current facility start-ups and most recent acquisition.
Of particular note during the quarter, we completed:
A very well-received sale of $250 million principal amount of 9 7/8 percent senior subordinated notes due 2011. The net proceeds have been used to redeem the outstanding $205 million principal amount of 9 7/8 percent senior subordinated notes due 2004 and to augment working capital.
The acquisition of the assets and business of Senior Air Systems (SAS) of Stoke-on-Trent, England, a significant enhancement of the Eaton-Williams Group, a U.K.-based Nortek subsidiary.
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 Companys 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. The Company 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 Companys reports and filings with the Securities and Exchange Commission.
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NORTEK, INC. AND SUBSIDIARIES UNAUDITED CONDENSED CONSOLIDATED SUMMARY OF OPERATIONS (In thousands except per share amounts)
Three Months Ended Six Months Ended June 30, July 1, June 30, July 1, 2001 2000 2001 2000 (Unaudited) Net sales $ 598,806 $ 600,743 $ 1,066,075 $ 1,092,300 Cost of sales 448,153 455,071 808,889 829,239 Selling, general and administrative expenses 86,622 82,702 168,741 164,539 Amortization of goodwill and intangible assets 5,732 5,653 11,516 11,405 540,507 543,426 989,146 1,005,183 Operating earnings 58,299 57,317 76,929 87,117 Interest expense (25,694 ) (24,284 ) (51,032 ) (48,594 ) Investment income 1,995 1,467 4,203 3,377 Earnings before provision for income taxes 34,600 34,500 30,100 41,900 Provision for income taxes 14,900 15,400 12,800 18,800 Net earnings $ 19,700 $ 19,100 $ 17,300 $ 23,100 Net earnings per share of common stock: Basic $ 1.80 $ 1.68 $ 1.58 $ 2.02 Diluted $ 1.76 $ 1.67 $ 1.55 $ 2.01 Weighted average number of shares: Basic 10,925 11,388 10,920 11,436 Diluted 11,204 11,428 11,182 11,488 EBITDA $ 74,167 $ 72,715 $ 108,476 $ 118,070 Capital expenditures $ 12,540 $ 6,633 $ 26,894 $ 14,300 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, and its latest Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission.
B. The Financial Accounting Standards Board's Emerging Issues Task Force reached final consensus in 2000 with respect to the accounting for shipping and handling fees and costs and the accounting for certain sales incentives. As a result, the Company has reclassified certain amounts among net sales, cost of sales and selling, general and administrative expenses in accordance with these pronouncements for all periods presented in the accompanying unaudited condensed consolidated summary of operations. These reclassifications did not have any effect on operating earnings, EBITDA, net earnings or diluted net earnings per share for any period presented.
C. EBITDA from operations is operating earnings plus depreciation and amortization expense (other than amortization of deferred debt expense and debt discount).
D. In the first half and second quarter of 2001, the Company expensed approximately $2,200,000 and approximately $1,500,000, respectively, of manufacturing costs incurred in connection with the start up of a residential air conditioning facility and a vinyl fence and decking facility. Also, in the first half and second quarter of 2001 the Company expensed approximately $3,000,000 and $2,200,000, respectively of fees and expenses associated with the Company's materials procurement strategy without realizing any benefit to date. The Company does not expect to begin to realize any benefits from the implementation of this initiative until later in the year 2001. In 2001, the Company recorded in operating earnings a non-taxable gain of approximately $3,200,000 ($.29 per share) and $2,400,000 ($.22 per share) in the first half and second quarter, respectively, from net death benefit insurance proceeds relating to life insurance maintained on former managers. In the second quarter of 2001, the Company also incurred certain duplicative net interest expense as discussed in Note H below. In the second quarter of 2000, the Company sold a parcel of land resulting in a pre-tax gain of approximately $1,700,000 ($.10 per share, net of tax) which is included in operating earnings.
E. In the first quarter of 2001, the Company adopted Statement of Financial Accounting Standards SFAS No. 133 "Accounting for Derivative Instruments and Hedging Activities", as amended ("SFAS No. 133") by recording an approximate $800,000 liability in its balance sheet at March 31, 2001, representing the fair value of the Company's interest rate collar agreement. The cumulative affect of adopting this accounting method as of December 31, 2000 was not material. As a result interest expense includes an approximate non-cash charge of $875,000 ($.05 per share, net of tax) and $75,000, respectively, for the first half and second quarter of 2001.
F. In July 2001, the Financial Accounting Standards Board (FASB) issued SFAS No. 141, "Business Combinations". SFAS No. 141 requires all business combinations initiated after June 30, 2001 to be accounted for using the purchase method. This statement is effective for all business combinations initiated after June 30, 2001.
In July 2001, the FASB issued SFAS No. 142, "Goodwill and Other Intangible Assets". This statement applies to goodwill and intangible assets acquired after June 30, 2001, as well as goodwill and intangible assets previously acquired. Under this statement goodwill as well as certain other intangible assets, determined to have an infinite life, will no longer be amortized, instead these assets will be reviewed for impairment on a periodic basis. This statement is effective for the Company beginning January 1, 2002. Management is evaluating the impact that this statement will have on the Company's consolidated financial statements. Goodwill amortization was approximately $8,300,000 and $4,100,000 in the first half and second quarter of 2001, respectively, and was approximately $8,100,000 and $4,100,000 in the first half and second quarter of 2000, respectively, as determined under Generally Accepted Accounting Principles currently in effect.
G. Net sales for the Company's principal segments for the three and six months ended June 30, 2001 and July 1, 2000 were as follows:
Three Months Ended Six Months Ended June 30, 2001 July 1, 2000 June 30, 2001 July 1, 2000 Unaudited (In millions) Residential Building Products $ 161 .5 $ 166 .7 $ 325 .3 $ 339 .2 Air Conditioning and Heating Products 189 .2 178 .5 326 .6 307 .1 Windows, Doors and Siding Products 230 .7 236 .9 380 .8 408 .0 Other 17 .4 18 .6 33 .4 38 .0 Total $ 598 .8 $ 600 .7 $ 1,066 .1 $ 1,092 .3
In the three months and six months ended June 30, 2001, acquisitions contributed approximately $11.5 million and approximately $24.1 million, respectively, to the increase in net sales in the Air Conditioning and Heating Products Segment.
Operating earnings and depreciation and amortization expense for the Company's principal segments for the three and six months ended June 30, 2001 and July 1, 2000 were as follows:
Three Months Ended Six Months Ended June 30, July 1, June 30, July 1, 2001 2000 2001 2000 Unaudited (In millions) Operating Earnings: Residential Building Products $ 21 .0 $ 23 .3 $ 41 .8 $ 48 .4 Air Conditioning and Heating Products 23 .1 24 .2 32 .1 36 .9 Windows, Doors and Siding Products 18 .9 15 .8 12 .7 11 .2 Other, Net (4 .7) (6 .0) (9 .7) (9 .4) Consolidated Operating Earnings 58 .3 57 .3 76 .9 87 .1 Unallocated: Interest Expense (25 .7) (24 .3) (51 .0) (48 .6) Investment Income 2 .0 1 .5 4 .2 3 .4 Earnings before Provision for Income Taxes $ 34 .6 $ 34 .5 $ 30 .1 $ 41 .9 Depreciation and Amortization Expense: Residential Building Products $ 5 .8 $ 5 .2 $ 11 .5 $ 10 .8 Air Conditioning and Heating Products 3 .1 3 .0 6 .3 6 .0 Windows, Doors and Siding Products 6 .6 6 .7 13 .0 13 .3 Other .4 .5 .8 .9 Consolidated Depreciation and Amortization Expense $ 15 .9 $ 15 .4 $ 31 .6 $ 31 .0
H. In June 2001, the Company sold $250,000,000 principal amount of its 9 7/8% Senior Subordinated Notes due 2011 ("9 7/8% Notes") at a slight discount. Net proceeds from the sale of the 9 7/8% Notes, after deducting underwriting commissions and expenses amounted to approximately $241,800,000 and a portion of such proceeds was used to redeem, on July 11, 2001, $204,822,000 principal amount of the Company's 9 7/8% Senior Subordinated Notes due 2004 (which notes were called for redemption on June 13, 2001), plus an approximate $2,900,000 redemption premium thereon and approximately $7,400,000 of accrued interest thereon. As a result of this redemption, the Company will record an extraordinary loss of approximately $5,500,000 ($.32 per share, net of tax) in the third quarter of 2001. In the second quarter of 2001, the Company incurred approximately $800,000 ($.05 per share, net of tax) of duplicative interest expense, net of interest income, since the redemption of the 9 7/8% Senior Subordinated Notes due 2004 did not occur on the same day as the financing.
I. The following is a summary of selected balance sheet amounts and ratios at June 30, 2001 and December 31, 2000:
Balance at June 30, 2001 December 31, 2000 Unaudited (000's omitted) Unrestricted cash, equivalents and marketable securities * $ 147,600 $ 140,550 Short-term borrowings and current maturities of indebtedness * 13,685 21,497 Long-term indebtedness 1,066,489 1,020,493 Stockholders Investment 295,659 282,211 Debt to equity ratio * 3.7:1 3.7:1
*Excludes indebtedness on the 9 7/8% Senior Subordinated Notes due 2004 (approximately $205,000,000), which were called for redemption on June 13, 2001 and the cash (approximately $215,000,000), used to redeem the Company's 9 7/8% Senior Subordinated Notes due 2004, pay accrued interest and pay a $2,900,000 redemption premium which occurred on July 12, 2001.
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