Guarantor Financial Statements (Tables)

9 Months Ended

Sep. 28, 2013

Guarantor Financial Statements [Abstract]

Condensed Consolidating Balance Sheet as of September 28, 2013



			Guarantor		Non-Guarantor					Nortek
	Nortek		Subsidiaries		Subsidiaries		Eliminations			Consolidated
	(Dollar amounts in millions)
ASSETS:
Current Assets:
Unrestricted cash and cash equivalents	$	38.3	$	17.5	$	30.8	$	—		$	86.6
Restricted cash	—		—		0.2		—			0.2
Accounts receivable, less allowances	—		261.0		64.7		—			325.7
Intercompany receivables	1.7		—		52.8		(54.5		)	—
Inventories, net	—		218.6		79.3		(8.4		)	289.5
Prepaid expenses	2.9		10.9		5.6		—			19.4
Other current assets	0.4		6.8		11.1		—			18.3
Prepaid income taxes	12.5		16.5		—		(1.6		)	27.4
Total current assets	55.8		531.3		244.5		(64.5		)	767.1

Property and Equipment, at Cost:
Total property and equipment, net	6.5		146.2		68.0		—			220.7

Other Long-term Assets:
Investment in subsidiaries and long-term receivable from (to) subsidiaries	1,221.7		403.5		—		(1,625.2		)	—
Goodwill	—		361.2		15.7		—			376.9
Intangible assets, less accumulated amortization	—		639.7		32.9		(10.6		)	662.0
Deferred tax asset	10.3		—		—		(10.3		)	—
Other assets	21.1		16.2		0.8		—			38.1
Total other long-term assets	1,253.1		1,420.6		49.4		(1,646.1		)	1,077.0
Total Assets	$	1,315.4	$	2,098.1	$	361.9	$	(1,710.6	)	$	2,064.8

LIABILITIES AND STOCKHOLDERS' INVESTMENT (DEFICIT):
Current Liabilities:
Short term bank obligations	$	—	$	—	$	0.7	$	—		$	0.7
Current maturities of long-term debt	15.3		2.4		—		—			17.7
Accounts payable	2.7		122.8		107.2		—			232.7
Accrued expenses and taxes, net	51.4		156.4		45.0		—			252.8
Current deferred taxes	—		—		1.6		(1.6		)	—
Intercompany payables	—		54.5		—		(54.5		)	—
Total current liabilities	69.4		336.1		154.5		(56.1		)	503.9

Other Liabilities:
Deferred income taxes	—		159.8		8.7		(13.5		)	155.0
Other long-term liabilities	45.7		123.8		24.8		—			194.3
Long-term intercompany payables	—		—		44.9		(44.9		)	—
	45.7		283.6		78.4		(58.4		)	349.3

Notes, Mortgage Notes and Obligations Payable, Less Current Maturities	1,098.7		11.2		0.1		—			1,110.0

Stockholders' investment (deficit)	101.6		1,467.2		128.9		(1,596.1		)	101.6
Total Liabilities and Stockholders' Investment (Deficit)	$	1,315.4	$	2,098.1	$	361.9	$	(1,710.6	)	$	2,064.8

Condensed Consolidating Balance Sheet as of December 31, 2012



			Guarantor		Non-Guarantor					Nortek
	Nortek		Subsidiaries		Subsidiaries		Eliminations			Consolidated
	(Dollar amounts in millions)
ASSETS:
Current Assets:
Unrestricted cash and cash equivalents	$	94.9	$	13.1	$	36.7	$	—		$	144.7
Restricted cash	—		—		0.2		—			0.2
Accounts receivable, less allowances	—		191.7		65.7		—			257.4
Intercompany receivables	1.0		—		42.3		(43.3		)	—
Inventories, net	—		192.4		71.6		(5.6		)	258.4
Prepaid expenses	1.2		8.7		4.5		—			14.4
Other current assets	—		10.7		10.4		(1.1		)	20.0
Prepaid income taxes	18.3		12.6		—		(1.6		)	29.3
Total current assets	115.4		429.2		231.4		(51.6		)	724.4

Property and Equipment, at Cost:
Total property and equipment, net	3.0		128.7		67.8		—			199.5

Other Long-term Assets:
Investment in subsidiaries and long-term receivable from (to) subsidiaries	1,107.8		321.2		—		(1,429.0		)	—
Goodwill	—		292.7		14.9		—			307.6
Intangible assets, less accumulated amortization	—		591.6		34.5		(11.2		)	614.9
Deferred tax asset	10.9		—		—		(10.9		)	—
Other assets	25.4		15.7		0.6		—			41.7
Total other long-term assets	1,144.1		1,221.2		50.0		(1,451.1		)	964.2
Total Assets	$	1,262.5	$	1,779.1	$	349.2	$	(1,502.7	)	$	1,888.1

LIABILITIES AND STOCKHOLDERS' INVESTMENT (DEFICIT):
Current Liabilities:
Short term bank obligations	$	—	$	—	$	0.7	$	—		$	0.7
Current maturities of long-term debt	0.3		2.1		—		—			2.4
Accounts payable	4.1		76.7		93.6		—			174.4
Accrued expenses and taxes, net	31.1		119.4		48.8		(0.4		)	198.9
Current deferred taxes	—		—		1.6		(1.6		)	—
Intercompany payables	—		43.3		—		(43.3		)	—
Total current liabilities	35.5		241.5		144.7		(45.3		)	376.4

Other Liabilities:
Deferred income taxes	—		137.3		8.7		(13.3		)	132.7
Other long-term liabilities	47.7		110.3		28.9		—			186.9
Long-term intercompany payables	—		—		44.0		(44.0		)	—
	47.7		247.6		81.6		(57.3		)	319.6

Notes, Mortgage Notes and Obligations Payable, Less Current Maturities	1,085.1		12.8		—		—			1,097.9

Stockholders' investment (deficit)	94.2		1,277.2		122.9		(1,400.1		)	94.2
Total Liabilities and Stockholders' Investment (Deficit)	$	1,262.5	$	1,779.1	$	349.2	$	(1,502.7	)	$	1,888.1

Schedule of Condensed Income Statement

Condensed Consolidating Statement of Operations and Comprehensive Income (Loss)

For the third quarter ended September 28, 2013



				Guarantor			Non-Guarantor					Nortek
	Nortek			Subsidiaries			Subsidiaries		Eliminations			Consolidated
	(Dollar amounts in millions)

Net Sales	$	—		$	510.6		$	185.8	$	(107.2	)	$	589.2
Cost of products sold	—			365.2			156.2		(107.3		)	414.1
Gross profit	—			145.4			29.6		0.1			175.1
Selling, general and administrative expense, net	13.1			94.1			22.2		—			129.4
Amortization of intangible assets	—			12.7			0.7		(0.2		)	13.2
Operating (loss) earnings	(13.1		)	38.6			6.7		0.3			32.5
Interest expense	(24.2		)	(0.6		)	—		—			(24.8		)
Investment income	—			—			—		—			—
(Loss) income before charges and allocations to subsidiaries and equity in subsidiaries' earnings (loss) before income taxes	(37.3		)	38.0			6.7		0.3			7.7
Charges and allocations to subsidiaries and equity in subsidiaries' earnings (loss) before income taxes	45.0			(16.4		)	0.3		(28.9		)	—
Earnings (loss) before provision (benefit) for income taxes	7.7			21.6			7.0		(28.6		)	7.7
Provision (benefit) for income taxes	3.5			7.4			3.8		(11.2		)	3.5
Net earnings (loss)	$	4.2		$	14.2		$	3.2	$	(17.4	)	$	4.2

Comprehensive income (loss)	$	7.0		$	14.2		$	6.0	$	(20.2	)	$	7.0

Condensed Consolidating Statement of Operations and Comprehensive Income (Loss)

For the third quarter ended September 29, 2012



				Guarantor			Non-Guarantor						Nortek
	Nortek			Subsidiaries			Subsidiaries			Eliminations			Consolidated
	(Dollar amounts in millions)

Net Sales	$	—		$	461.9		$	178.6		$	(83.1	)	$	557.4
Cost of products sold	—			328.9			152.2			(82.1		)	399.0
Gross profit	—			133.0			26.4			(1.0		)	158.4
Selling, general and administrative expense, net	11.5			81.8			20.3			—			113.6
Amortization of intangible assets	—			10.5			0.7			(0.2		)	11.0
Operating (loss) earnings	(11.5		)	40.7			5.4			(0.8		)	33.8
Interest expense	(23.1		)	(0.5		)	(0.1		)	—			(23.7		)
Investment income	—			—			0.1			—			0.1
(Loss) income before charges and allocations to subsidiaries and equity in subsidiaries' earnings (loss) before income taxes	(34.6		)	40.2			5.4			(0.8		)	10.2
Charges and allocations to subsidiaries and equity in subsidiaries' earnings (loss) before income taxes	44.8			(12.8		)	11.8			(43.8		)	—
Earnings (loss) before provision (benefit) for income taxes	10.2			27.4			17.2			(44.6		)	10.2
Provision (benefit) for income taxes	5.5			7.7			4.1			(11.8		)	5.5
Net earnings (loss)	$	4.7		$	19.7		$	13.1		$	(32.8	)	$	4.7

Comprehensive income (loss)	$	7.0		$	19.9		$	15.2		$	(35.1	)	$	7.0

Condensed Consolidating Statement of Operations and Comprehensive (Loss) Income

For the first nine months ended September 28, 2013



				Guarantor			Non-Guarantor						Nortek
	Nortek			Subsidiaries			Subsidiaries			Eliminations			Consolidated
	(Dollar amounts in millions)

Net Sales	$	—		$	1,489.3		$	550.7		$	(301.0	)	$	1,739.0
Cost of products sold	—			1,067.4			464.8			(298.9		)	1,233.3
Gross profit	—			421.9			85.9			(2.1		)	505.7
Selling, general and administrative expense, net	46.1			275.5			68.5			—			390.1
Amortization of intangible assets	—			36.6			2.1			(0.6		)	38.1
Operating (loss) earnings	(46.1		)	109.8			15.3			(1.5		)	77.5
Interest expense	(72.2		)	(1.9		)	(0.1		)	—			(74.2		)
Investment income	—			—			0.1			—			0.1
(Loss) income before charges and allocations to subsidiaries and equity in subsidiaries' earnings (loss) before income taxes	(118.3		)	107.9			15.3			(1.5		)	3.4
Charges and allocations to subsidiaries and equity in subsidiaries' earnings (loss) before income taxes	121.7			(51.3		)	0.8			(71.2		)	—
Earnings (loss) before provision (benefit) for income taxes	3.4			56.6			16.1			(72.7		)	3.4
Provision (benefit) for income taxes	2.8			15.6			7.8			(23.4		)	2.8
Net earnings (loss)	$	0.6		$	41.0		$	8.3		$	(49.3	)	$	0.6

Comprehensive (loss) income	$	(1.2	)	$	41.1		$	6.0		$	(47.1	)	$	(1.2	)

Condensed Consolidating Statement of Operations and Comprehensive Income (Loss)

For the first nine months ended September 29, 2012



				Guarantor			Non-Guarantor						Nortek
	Nortek			Subsidiaries			Subsidiaries			Eliminations			Consolidated
	(Dollar amounts in millions)

Net Sales	$	—		$	1,392.1		$	543.0		$	(239.2	)	$	1,695.9
Cost of products sold	—			985.9			458.0			(236.2		)	1,207.7
Gross profit	—			406.2			85.0			(3.0		)	488.2
Selling, general and administrative expense, net	29.4			250.6			62.8			—			342.8
Amortization of intangible assets	—			31.1			2.1			(0.2		)	33.0
Operating (loss) earnings	(29.4		)	124.5			20.1			(2.8		)	112.4
Interest expense	(70.1		)	(1.7		)	(0.4		)	—			(72.2		)
Investment income	—			—			0.2			—			0.2
(Loss) income before charges and allocations to subsidiaries and equity in subsidiaries' earnings (loss) before income taxes	(99.5		)	122.8			19.9			(2.8		)	40.4
Charges and allocations to subsidiaries and equity in subsidiaries' earnings (loss) before income taxes	139.9			(42.1		)	12.0			(109.8		)	—
Earnings (loss) before provision (benefit) for income taxes	40.4			80.7			31.9			(112.6		)	40.4
Provision (benefit) for income taxes	18.4			28.3			10.8			(39.1		)	18.4
Net earnings (loss)	$	22.0		$	52.4		$	21.1		$	(73.5	)	$	22.0

Comprehensive income (loss)	$	23.7		$	52.6		$	22.7		$	(75.3	)	$	23.7

Schedule of Condensed Cash Flow Statement

Condensed Consolidating Cash Flow Statement

For the first nine months ended September 28, 2013



				Guarantor			Non-Guarantor			Nortek
	Nortek			Subsidiaries			Subsidiaries			Consolidated
	(Dollar amounts in millions)

Cash Flows from operating activities:
Net cash (used in) provided by operating activities	$	(100.3	)	$	194.0		$	2.3		$	96.0
Cash Flows from investing activities:
Capital expenditures	(4.3		)	(20.6		)	(8.0		)	(32.9		)
Net cash paid for businesses acquired	(145.5		)	—			(0.9		)	(146.4		)
Proceeds from the sale of property and equipment	—			0.1			—			0.1
Change in restricted cash and marketable securities	0.1			0.1			—			0.2
Other, net	—			(1.6		)	0.6			(1.0		)
Net cash used in investing activities	(149.7		)	(22.0		)	(8.3		)	(180.0		)

Cash Flows from financing activities:
Proceeds from borrowings	135.0			—			2.3			137.3
Payment of borrowings	(105.3		)	(1.9		)	(2.2		)	(109.4		)
Net use from equity transactions	(1.8		)	—			—			(1.8		)
Long-term intercompany advances and loans	165.7			(165.7		)	—			—
Other, net	(0.2		)	—			—			(0.2		)
Net cash provided by (used in) financing activities	193.4			(167.6		)	0.1			25.9
Net change in unrestricted cash and cash equivalents	(56.6		)	4.4			(5.9		)	(58.1		)
Unrestricted cash and cash equivalents at the beginning of the period	94.9			13.1			36.7			144.7
Unrestricted cash and cash equivalents at the end of the period	$	38.3		$	17.5		$	30.8		$	86.6

Condensed Consolidating Cash Flow Statement

For the first nine months ended September 29, 2012



				Guarantor			Non-Guarantor			Nortek
	Nortek			Subsidiaries			Subsidiaries			Consolidated
	(Dollar amounts in millions)

Cash Flows from operating activities:
Net cash (used in) provided by operating activities	$	(86.2	)	$	201.6		$	22.5		$	137.9
Cash Flows from investing activities:
Capital expenditures	(0.7		)	(11.5		)	(3.9		)	(16.1		)
Net cash paid for businesses acquired	(2.6		)	—			—			(2.6		)
Investment in joint venture	—			6.5			(6.5		)	—
Proceeds from the sale of property and equipment	—			2.4			0.1			2.5
Change in restricted cash and marketable securities	0.1			0.1			—			0.2
Other, net	0.1			0.2			0.2			0.5
Net cash used in investing activities	(3.1		)	(2.3		)	(10.1		)	(15.5		)

Cash Flows from financing activities:
Proceeds from borrowings	30.0			—			3.5			33.5
Payment of borrowings	(57.6		)	(1.8		)	(22.6		)	(82.0		)
Fees paid in connection with debt facilities	(1.3		)	—			—			(1.3		)
Long-term intercompany advances and loans	186.1			(194.4		)	8.3			—
Other, net	(0.1		)	—			—			(0.1		)
Net cash provided by (used in) financing activities	157.1			(196.2		)	(10.8		)	(49.9		)
Net change in unrestricted cash and cash equivalents	67.8			3.1			1.6			72.5
Unrestricted cash and cash equivalents at the beginning of the period	17.8			9.3			31.1			58.2
Unrestricted cash and cash equivalents at the end of the period	$	85.6		$	12.4		$	32.7		$	130.7