| UNITED STATES |
| SECURITIES AND EXCHANGE COMMISSION |
| Washington, D.C. 20549 |
__________
FORM 10-Q
__________
| |
|
|
| [X] |
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| |
|
|
| For the quarterly period ended June 30, 2001 |
| |
|
|
| OR |
| |
|
|
| [_] |
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| |
|
|
| For the transition period from ___________ to __________ |
| |
|
|
| 1-6112 |
| (Commission File Number) |
| __________ |
| |
|
|
| NORTEK, INC. |
| (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. |
| Yes [X] No [_] |
| The total number of shares of the registrant's Common Stock: |
| Class |
|
Shares Outstanding August 03, 2001 |
|
| Common stock, $1.00 par value |
|
10,408,332 |
|
| Special common stock, $1.00 par value |
|
527,512 |
|
| NORTEK, INC. AND SUBSIDIARIES |
| CONDENSED CONSOLIDATED BALANCE SHEET |
|
June 30, |
Dec. 31, |
|
2001
|
2000
|
|
(Amounts in thousands) |
|
(Unaudited) |
|
| |
| Assets |
|
|
| |
|
| |
|
| |
| Current Assets: | | |
| Unrestricted | | |
| Cash and cash equivalents | | |
$ | 92,936 |
|
$ | 132,508 |
|
| Marketable securities available for sale | | |
| 54,664 |
|
| 8,042 |
|
| Restricted | | |
| Investments and marketable securities at cost, which approximates market | | |
| 7,595 |
|
| 10,869 |
|
| Short-term investments held for redemption of Senior | | |
| Subordinated Notes including redemption premium and accrued interest | | |
| 215,060 |
|
| -- |
|
| Accounts receivable, less allowances of $10,222,000 and $9,799,000 | | |
| 308,546 |
|
| 250,568 |
|
| Inventories: | | |
| Raw materials | | |
| 104,694 |
|
| 89,859 |
|
| Work in process | | |
| 26,020 |
|
| 24,762 |
|
| Finished goods | | |
| 124,492 |
|
| 109,580 |
|
|
| | | |
| 255,206 |
|
| 224,201 |
|
|
| |
| Prepaid expenses | | |
| 17,666 |
|
| 11,999 |
|
| Other current assets | | |
| 16,957 |
|
| 13,432 |
|
| Prepaid income taxes | | |
| 44,900 |
|
| 44,834 |
|
|
| Total current assets | | |
| 1,013,530 |
|
| 696,453 |
|
|
| |
| Property and Equipment, at Cost: | | |
| Land | | |
| 17,775 |
|
| 18,345 |
|
| Buildings and improvements | | |
| 137,547 |
|
| 133,547 |
|
| Machinery and equipment | | |
| 397,578 |
|
| 378,078 |
|
|
| | | |
| 552,900 |
|
| 529,970 |
|
| Less accumulated depreciation | | |
| 212,159 |
|
| 195,193 |
|
|
| Total property and equipment, net | | |
| 340,741 |
|
| 334,777 |
|
|
| |
| Other Assets: | | |
| Goodwill, less accumulated amortization of $81,348,000 and $73,235,000 | | |
| 566,689 |
|
| 582,436 |
|
| Intangible assets, less accumulated amortization of $25,311,000 and | | |
| $22,278,000 | | |
| 129,594 |
|
| 125,532 |
|
| Deferred debt expense | | |
| 20,683 |
|
| 18,916 |
|
| Restricted investments and marketable securities held by pension trusts | | |
| 40,369 |
|
| 32,436 |
|
| Other | | |
| 47,929 |
|
| 46,262 |
|
|
| | | |
| 805,264 |
|
| 805,582 |
|
|
| | | |
$ | 2,159,535 |
|
$ | 1,836,812 |
|
|
| |
| Liabilities and Stockholders' Investment | | |
| |
| Current Liabilities: | | |
| 9 7/8% Senior Subordinated Notes called for redemption | | |
| 204,215 |
|
| -- |
|
| Notes payable and other short-term obligations | | |
$ | 8,718 |
|
$ | 11,581 |
|
| Current maturities of long-term debt | | |
| 4,967 |
|
| 9,916 |
|
| Accounts payable | | |
| 204,615 |
|
| 155,381 |
|
| Accrued expenses and taxes, net | | |
| 172,646 |
|
| 157,078 |
|
|
| Total current liabilities | | |
| 595,161 |
|
| 333,956 |
|
|
| |
| Other Liabilities: | | |
| Deferred income taxes | | |
| 62,169 |
|
| 60,950 |
|
| Other | | |
| 139,057 |
|
| 139,202 |
|
|
| | | |
| 201,226 |
|
| 200,152 |
|
|
| Notes, Mortgage Notes and Obligations | | |
| Payable, Less Current Maturities | | |
| 1,066,489 |
|
| 1,020,493 |
|
|
| |
| Stockholders' Investment: | | |
| Preference stock, $1 par value; authorized |
|
|
|
| 7,000,000 shares, none issued | | |
| -- |
|
| -- |
|
| Common stock, $1 par value; authorized 40,000,000 shares; | | |
| 18,774,862 and 18,752,974 shares issued | | |
| 18,775 |
|
| 18,753 |
|
| Special common stock, $1 par value; authorized 5,000,000 |
|
|
|
| shares; 818,870 and 827,504 shares issued | | |
| 819 |
|
| 828 |
|
| Additional paid-in capital | | |
| 209,243 |
|
| 208,813 |
|
| Retained earnings | | |
| 202,166 |
|
| 184,866 |
|
| Accumulated other comprehensive loss | | |
| (22,660 |
) |
| (19,367 |
) |
| Less -- treasury common stock at cost, 8,377,886 and |
|
|
|
| 8,377,834 shares | | |
| (109,615 |
) |
| (109,613 |
) |
| --treasury special common stock at cost, 290,121 and | | |
| 290,107 shares | | |
| (2,069 |
) |
| (2,069 |
) |
|
| Total stockholders' investment | | |
| 296,659 |
|
| 282,211 |
|
|
| |
| | | |
$ | 2,159,535 |
|
$ | 1,836,812 |
|
|
The
accompanying notes are an integral part of these unaudited condensed consolidated
financial statements.
| NORTEK, INC. AND SUBSIDIARIES |
| CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS |
|
For The |
|
Three Months Ended
|
|
June 30, |
July 1, |
|
2001
|
2000
|
|
(In thousands except per share amounts) |
|
(Unaudited) |
| |
| Net Sales |
|
|
$ |
598,806 |
|
$ |
600,743 |
|
|
| |
| Costs and Expenses: | | |
| Cost of products sold | | |
| 448,153 |
|
| 455,071 |
|
| Selling, general and administrative expense, net | | |
| 86,622 |
|
| 82,702 |
|
| Amortization of goodwill and intangible assets | | |
| 5,732 |
|
| 5,653 |
|
|
| | | |
| 540,507 |
|
| 543,426 |
|
|
| Operating earnings | | |
| 58,299 |
|
| 57,317 |
|
| Interest expense | | |
| (25,694 |
) |
| (24,284 |
) |
| Investment income | | |
| 1,995 |
|
| 1,467 |
|
|
| Earnings before provision for income taxes | | |
| 34,600 |
|
| 34,500 |
|
| Provision for income taxes | | |
| 14,900 |
|
| 15,400 |
|
|
| Net Earnings | | |
$ | 19,700 |
|
$ | 19,100 |
|
|
| |
| Net Earnings per share of common stock: | | |
| Basic | | |
$ | 1.80 |
|
$ | 1.68 |
|
|
| Diluted | | |
$ | 1.76 |
|
$ | 1.67 |
|
|
| Weighted Average Number of Shares: | | |
| Basic | | |
| 10,925 |
|
| 11,388 |
|
|
| Diluted | | |
| 11,204 |
|
| 11,428 |
|
|
The
accompanying notes are an integral part of these unaudited condensed consolidated
financial statements.
| NORTEK, INC. AND SUBSIDIARIES |
| CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS |
|
For The |
|
Six Months Ended
|
|
June 30, |
July 1, |
|
2001
|
2000
|
|
(In thousands except per share amounts) |
|
(Unaudited) |
| |
| Net Sales |
|
|
$ |
1,066,075 |
|
$ |
1,092,300 |
|
|
| |
| Costs and Expenses: | | |
| Cost of products sold | | |
| 808,889 |
|
| 829,239 |
|
| Selling, general and administrative expense, net | | |
| 168,741 |
|
| 164,539 |
|
| Amortization of goodwill and intangible assets | | |
| 11,516 |
|
| 11,405 |
|
|
| | | |
| 989,146 |
|
| 1,005,183 |
|
|
| |
| Operating earnings | | |
| 76,929 |
|
| 87,117 |
|
| Interest expense | | |
| (51,032 |
) |
| (48,594 |
) |
| Investment income | | |
| 4,203 |
|
| 3,377 |
|
|
| Earnings before provision for income taxes | | |
| 30,100 |
|
| 41,900 |
|
| Provision for income taxes | | |
| 12,800 |
|
| 18,800 |
|
|
| Net Earnings | | |
$ | 17,300 |
|
$ | 23,100 |
|
|
| |
| Net Earnings per share of common stock: | | |
| Basic | | |
$ | 1.58 |
|
$ | 2.02 |
|
|
| Diluted | | |
$ | 1.55 |
|
$ | 2.01 |
|
|
| Weighted Average Number of Shares: | | |
| Basic | | |
| 10,920 |
|
| 11,436 |
|
|
| Diluted | | |
| 11,182 |
|
| 11,488 |
|
|
The
accompanying notes are an integral part of these unaudited condensed consolidated
financial statements.
| NORTEK, INC. AND SUBSIDIARIES |
| CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS |
|
For the |
|
Six Months Ended
|
|
June 30, |
July 1, |
|
2001
|
2000
|
|
(Amounts in thousands) |
|
(Unaudited) |
| |
| Cash Flows from operating activities: |
|
|
| |
|
| |
|
| |
| Net earnings | | |
$ | 17,300 |
|
$ | 23,100 |
|
|
| |
| Adjustments to reconcile net earnings | | |
| to cash: | | |
| Depreciation and amortization expense | | |
| 31,547 |
|
| 30,953 |
|
| Non-cash interest expense, net | | |
| 2,117 |
|
| 1,986 |
|
| Gain on sale of land | | |
| -- |
|
| (1,712 |
) |
| |
| Changes in certain assets and liabilities, | | |
| net of effects from acquisitions and | | |
| dispositions: | | |
| Accounts receivable, net | | |
| (60,623 |
) |
| (69,101 |
) |
| Inventories | | |
| (32,692 |
) |
| (36,454 |
) |
| Prepaids and other current assets | | |
| (11,735 |
) |
| (1,781 |
) |
| Accounts payable | | |
| 51,609 |
|
| 41,517 |
|
| Accrued expenses and taxes | | |
| 16,891 |
|
| 16,545 |
|
| Long-term assets, liabilities and other, net | | |
| (1,772 |
) |
| (1,033 |
) |
|
| Total adjustments to net earnings | | |
| (4,658 |
) |
| (19,080 |
) |
|
| Net cash provided by operating activities | | |
$ | 12,642 |
|
$ | 4,020 |
|
|
| |
| Cash Flows from investing activities: | | |
| Capital expenditures | | |
$ | (26,894 |
) |
$ | (14,300 |
) |
| Purchase of investments and marketable | | |
| securities | | |
| (54,201 |
) |
| (4,004 |
) |
| Proceeds from the sale of investments |
|
|
| and marketable securities | | |
| 8,118 |
|
| 38,439 |
|
| Proceeds from the sale of fixed assets | | |
| 486 |
|
| 5,361 |
|
| Acquisition deposit held in escrow | | |
| -- |
|
| (10,628 |
) |
| Funds held in escrow for the redemption, in July 2001, of the | | |
| 9 7/8% Senior Subordinated Notes due 2004 including | | |
| redemption premium and accrued interest | | |
| (215,060 |
) |
| -- |
|
| Change in restricted cash and investments | | |
| (4,457 |
) |
| (4,061 |
) |
| Other, net |
|
|
|
2,165 |
|
|
(2,643 |
) |
|
| Net cash (used in) provided by investing |
|
|
| activities | | |
| (289,843 |
) |
| 8,164 |
|
|
| Cash Flows from financing activities: | | |
| Sale of 9 7/8% Senior Subordinated Notes due 2011 | | |
| 241,800 |
|
| -- |
|
| Change in borrowings, net | | |
| (4,490 |
) |
| (5,669 |
) |
| Purchase of Nortek Common and Special |
|
|
| Common Stock | | |
| -- |
|
| (2,671 |
) |
| Other, net | | |
| 319 |
|
| 6 |
| |