USHS U.S. Home Systems, Inc. (MM)

DALLAS, Aug. 8, 2012 /PRNewswire/ -- U.S. Home Systems, Inc. (NasdaqNGM: USHS) today reported financial results for the second quarter and six months ended June 30, 2012. USHS is engaged in the specialty products home improvement business. The Company's principal product lines include kitchen cabinet refacing products, bathroom remodeling products, storage organization systems for closets and garages and related accessories.

Second Quarter 2012 Highlights

• USHS reported revenue of $45.8 million, an increase of 4.6% compared to $43.8 million in the second quarter last year. This marks the highest quarterly revenues in Company history.
• USHS reported diluted earnings per share of $0.25, exceeding guidance of $0.23 per share and up 19% compared to $0.21 per share in the second quarter last year.
• New orders increased 11% to $48.9 million in the second quarter 2012 from $44.0 million in the second quarter last year. The Company's backlog of uncompleted orders was $28.5 million at June 30, 2012 vs. $24.5 million at June 30, 2011.
• USHS' Board authorized a quarterly cash dividend of $0.03 per share based on the second quarter operating performance payable September 13, 2012 to stockholders of record at the close of business on August 24, 2012.

Murray Gross, chairman and chief executive officer, commented, "We once again delivered solid financial results, reporting increased quarterly new order input, revenues and profitability.  We continued to maintain a strong balance sheet with approximately $14.6 million in cash and marketable securities and no debt at June 30, 2012."

Mr. Gross continued, "Our key operating metrics continued to exemplify strength in the second quarter. Our sales performance metrics increased as compared to the same quarter last year as well as consecutively from the first quarter of this year, which we attribute largely to The Home Depot's emphasis of our product category in their marketing initiatives. Our manufacturing and operations teams met the challenge delivering record output and revenues in the quarter, while maintaining superior Voice Of The Customer satisfaction ratings. Based on our financial results for the quarter, our Board declared a regular quarterly cash dividend of $0.03 per share."

"On August 7, 2012, we announced that we entered into an Agreement and Plan of Merger (the "Merger Agreement") with THD At-Home Services, Inc., a Delaware corporation ("Parent"), which is a wholly-owned subsidiary of The Home Depot, Inc., and Umpire Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Parent ("Merger Sub"), providing for the merger (the "Merger") of Merger Sub with and into the Company with the Company continuing as the surviving corporation (the "Surviving Corporation"), upon the terms and subject to the conditions set forth in the Merger Agreement. Under the terms of the agreement, The Home Depot will acquire USHS for $12.50 per share in cash which represents an approximately 38% premium over USHS' closing price on The NASDAQ Global Market on August 6, 2012. The agreement was unanimously approved by USHS's board of directors.  The acquisition is expected to close by the end of the calendar year, and is subject to approval by USHS stockholders, applicable regulatory approval and customary closing conditions."

"On May 21, 2012, we announced that we entered into an agreement with Canadian Tire Financial Services Limited, a wholly owned subsidiary of Canadian Tire Corporation, Limited (collectively "Canadian Tire"), a Canadian retailer, to offer our kitchen and bath refacing products and services to Canadian Tire customers in Canada under the Canadian Tire Home Services® brand. Our operations under this agreement were scheduled to commence in early July 2012 in the Greater Toronto Area; however, we have delayed the initiation of these services pending further discussion among the parties."

Mr. Gross concluded, "Due to the pending acquisition by The Home Depot, we have decided to forego our regular quarterly earnings conference call."

About U.S. Home Systems, Inc.

U.S. Home Systems, Inc. (www.ushomesystems.com) manufactures or procures, designs, sells and installs custom quality specialty home improvement products. The Company's product lines include kitchen cabinet refacing products utilized in kitchen remodeling, bathroom tub liners and wall surround products utilized in bathroom remodeling, and storage organization systems for closets and garages. The Company manufactures its own cabinet refacing products and bathroom cabinetry. The company employs more than 1,000 associates and operates a nationwide network of over 40 branch offices. USHS' stock is traded on the NASDAQ Global Market (NASDAQ: USHS).

Forward-Looking Statements

Certain statements contained in this press release contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, including, among others, statements regarding the anticipated acquisition of USHS by The Home Depot, are forward-looking statements. Those statements include statements regarding the intent, belief or current expectations of the Company and members of its management team, as well as the assumptions on which such statements are based, and generally are identified by the use of words such as "may," "will," "seeks," "anticipates," "believes," "estimates," "expects," "plans," "intends," "should" or similar expressions. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that actual results may differ materially from those contemplated by such forward-looking statements. Many of these factors are beyond the Company's ability to control or predict. Such factors include, but are not limited to, any conditions imposed in connection with the merger, approval of the merger agreement by the Company's stockholders, the satisfaction of various other conditions to the closing of the merger, and other factors discussed in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2011, quarterly report on Form 10-Q for quarterly period ended June 30, 2012 and other Company filings with the Securities and Exchange Commission (the "SEC"). These risks and uncertainties should be considered in evaluating any forward-looking statements contained herein.

Additional Information and Where to Find It

In connection with the proposed merger and required stockholder approval, the Company will file a proxy statement and other materials with the SEC.  INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE MERGER. Investors and security holders may obtain free copies of these documents (when they are available) and other documents filed with the SEC at the SEC's web site at www.sec.gov. In addition, the documents filed by the Company with the SEC may be obtained free of charge by contacting Robert A. DeFronzo, at 2951 Kinwest Parkway, Irving Texas 75063. The Company's filings with the SEC are also available on the Company's website at www.ushomesystems.com.

Participants in the Solicitation

The Company and its officers and directors may be deemed to be participants in the solicitation of proxies from the Company's stockholders with respect to the merger. Information about the Company's officers and directors and their ownership of the Company's common stock is set forth in the proxy statement for the Company's 2012 Annual Meeting of Stockholders, which was filed with the SEC on April 24, 2012. Investors and security holders may obtain more detailed information regarding the direct and indirect interests of the Company and its officers and directors in the merger by reading the preliminary and definitive proxy statements regarding the merger, which will be filed by the Company with the SEC.

-tables follow-

SOURCE U.S. Home Systems, Inc.