SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
October 12, 1999
_________________________________
(Date of earliest event reported)
FEDDERS CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 1-8831 22-2572390
(State of (Commission File No.) (IRS Employer
Incorporation) Identification No.)
505 Martinsville Road, Liberty Corner, NJ 07938-0813
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(Address of principal executive offices) (zip code)
(908) 604-8686
_________________________________________________________________________
(Registrant's telephone number, including area code)
Not Applicable
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(Former name or former address, if changed since last report)
Item 5. Other Events
On October 12, 1999, Fedders Corporation issued a news release
announcing financial information and financial highlights for its fiscal
year ended August 31, 1999. Attached as Exhibit 99.1 is the news release
issued by Fedders Corporation; the exhibit is incorporated herein by
reference.
Item 7. Financial Statements and Exhibits
(c) Exhibits
99.1 News Release, dated October 12, 1999.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
FEDDERS CORPORATION
By: /s/ Kent E. Hansen
-----------------------------
Name: Kent E. Hansen
Title: Senior Vice President
Date: October 15, 1999
EXHIBIT INDEX
Exhibit
No.
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99.1 News Release, dated October 12, 1999.
Exhibit 99.1
NEWS RELEASE
FEDDERS FEDDERS 505 Martinsville Road
CORPORATION P.O. Box 813
Liberty Corner, NJ 07938-0813
Fax 908 604 0715
Tel 908 604 8686
www.fedders.com
FEDDERS ANNOUNCES FISCAL YEAR 1999 RESULTS;
RECORD FOURTH QUARTER SALES
LIBERTY CORNER, NJ -- October 12, 1999 -- Fedders Corporation (NYSE: FJA
and FJC), a leading global manufacturer of products for the treatment of
indoor air including air conditioners, air cleaners, dehumidifiers and
humidifiers, and thermal technology products, today reported record sales
of $95.7 million in the fourth fiscal quarter ended August 31, 1999,
compared with sales of $91.0 million in the fourth quarter of 1998. The
fourth quarter results include a $3.1 million restructuring charge related
to transferring production of pumps for compressors from the U.S. to Taiwan
and China, which will result in savings of at least $1.5 million per year.
This step, in conjunction with a new six-year labor contract at the
company's U.S. compressor facility, which allows the hiring of new
employees at 75% of present wage rates, will further enhance
competitiveness. Excluding the pre-tax charge of $3.1 million for the
restructuring, net income in the 1999 fourth quarter rose 50.0 percent to
$6.9 million or 19 cents per diluted share compared with $4.6 million or 11
cents per diluted share in the 1998 fourth quarter. Including the above
charge, net income in the 1999 fourth quarter rose 3.9 percent to $4.8
million or 13 cents per diluted share.
For the fiscal year ended August 31, 1999, Fedders reported sales of $356.0
million, an increase of 10.5 percent over sales of $322.1 million in fiscal
1998. Net income amounted to $20.7 million or 56 cents per diluted share in
fiscal 1999 versus net income of $3.0 million or 7 cents per diluted share
in 1998.
Financial highlights of Fedders Corporation in 1999 included:
o Earnings before interest, taxes, depreciation, and amortization
(EBITDA), before the $3.1 million restructuring, amounted to
approximately $54.9 million.
o On August 11, 1999, the company completed its tender offer and
acquired Trion, Inc., a global manufacturer of indoor air quality
products for residential, commercial, industrial and cleanroom
markets. Total aggregate consideration for the acquisition was
approximately $48.0 million, including $8.2 million of assumed debt of
which $6.3 million has been retired.
o In August 1999, the company issued $50 million of 9 3/8 Senior
Subordinated Notes due 2007 as an addition to its $100 million
principal amount of notes issued in August 1997. The net proceeds were
used primarily to replenish cash used in the acquisition of Trion.
o During the year the company repurchased approximately 2.7 million
shares of its Common and Class A Stock for approximately $13.2 million
or $4.95 per share. At August 31, 1999, shares outstanding totaled
approximately 36.0 million.
o Cash-on-hand at fiscal year end was approximately $116 million
This news release includes forward-looking statements that are covered
under the "Safe-Harbor" clause of the Private Securities Litigation Reform
Act of 1995. Such statements are based upon current expectations and
assumptions. Actual results may differ materially from those currently
anticipated as a result of known and unknown risks and uncertainties
including, but not limited to, weather and economic, political, market and
industry conditions. Such factors are described in Fedders' SEC filings,
including its most recently filed annual report on Form 10-K.
The Fedders investor information website at www.FEDDERS.com provides
financial data including the following statements of operations.
FEDDERS CORPORATION
RESULTS OF FISCAL YEAR AND FOURTH QUARTER ENDED AUGUST 31
AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA
FOURTH QUARTER 1999 1998
Net sales $95,735 $90,989
Operating income before provision for
early retirement and restructuring
charge (a,b) 12,493 11,500
Net income before restructuring charge,
net of tax effect 6,851 4,597
Net income 4,774 4,597
Earnings per share:
Basic $ 0.13 $ 0.12
Diluted 0.13 0.11
Weighted average number of shares outstanding:
Basic 36,463 38,927
Diluted 36,749 40,619
FISCAL YEAR
Net sales $355,956 $322,121
Operating income before restructuring
charges and provision for early
retirement (a,b,c) 43,358 32,451
Net income before restructuring charges
and provision for early retirement,
net of tax effect (a,b,c) 22,801 15,759
Net income 20,724 2,992
Earnings per share: $ 0.56 $ 0.07
Weighted average number of shares outstanding:
Basic 36,870 41,080
Diluted 37,098 42,582
(a) During the fourth quarter of fiscal 1999 Fedders recorded a $3,100
pre-tax restructuring charge.
(b) During the fourth quarter of fiscal 1998 Fedders recorded a $2,891
pre-tax provision for an early retirement program.
(c) During the second quarter of fiscal 1998 Fedders recorded a $16,750
pre-tax restructuring charge.
FEDDERS CORPORATION - CONSOLIDATED STATEMENTS OF
OPERATIONS FOR THE FOURTH QUARTER AND FISCAL YEAR ENDED -
AUGUST 31, 1999 AND 1998
(IN THOUSANDS OF DOLLARS, EXCEPT PER SHARE DATA)
FOURTH QUARTER 1999 % 1998 %
Net sales $95,735 100.0 $90,989 100.0
Costs and expenses:
Cost of sales 71,281 74.5 70,079 77.0
Selling, general and
administrative expense 11,961 12.5 12,301 13.5
Restructuring charge 3,100 3.2 - -
Total costs and expenses 86,342 90.2 82,380 90.5
Operating income 9,393 9.8 8,609 9.5
Minority partner's
interest in
joint venture (122) (.1) 80 .1
Net interest expense (1,926) (2.0) (1,618) (1.8)
Pre-tax income 7,345 7.7 7,071 7.8
Federal, state and foreign
income taxes 2,571 2.7 2,474 2.7
Net income $4,774 5.0 $4,597 5.1
Earnings per share:
Basic $ 0.13 $ 0.12
Diluted 0.13 0.11
Weighted average number of
shares outstanding:
Basic 36,463 38,927
Diluted 36,749 40,619
FEDDERS CORPORATION
FISCAL YEARS
FEDDERS CORPORATION
FISCAL YEARS 1999 % 1998 %
Net sales $355,956 100.0 $322,121 100.0
Costs and expenses:
Cost of sales 271,365 76.2 252,351 78.3
Selling, general and
administrative expense 41,233 11.6 40,210 12.5
Restructuring charge 3,100 .8 16,750 5.2
Total costs and expenses 315,698 88.7 309,311 96.0
Operating income 40,258 11.3 12,810 4.0
Minority partner's interest in
joint venture 412 .1 403 .1
Net interest expense (9,684) (2.7) (8,610) (2.7)
Pre-tax income 30,986 8.7 4,603 1.4
Federal, state and foreign
income taxes 10,262 2.9 1,611 .5
Net income $ 20,724 5.8 $ 2,992 .9
Earnings per share: $ 0.56 $ 0.07
Weighted average number of
shares outstanding:
Basic 36,870 41,080
Diluted 37,098 42,582
