Actuant Reports Third Quarter Results

MILWAUKEE--(BUSINESS WIRE)-- Actuant Corporation (NYSE: ATU) today announced sales and earnings for its third quarter ended May 31, 2009.

Highlights

    --  Robust free cash flow generation resulting in net debt reduction of
        nearly $65 million in the quarter.
    --  Secured amendment to $515 million bank credit agreement providing
        additional flexibility with respect to financial covenants, while
        maintaining the size and maturity of the facility.
    --  Solid execution on restructuring initiatives including facility
        consolidations and headcount reductions.
    --  Sequential operating margin improvement (excluding restructuring and
        impairment charges) across all four business segments from the second
        quarter of fiscal 2009.
    --  Continued core sales growth in the Energy segment with its maintenance
        oriented products and services.

Robert C. Arzbaecher, Chairman and CEO of Actuant commented, "While the third quarter proved to be more challenging than we anticipated, I am pleased with the response of our leadership team and employees in delivering strong cash flow and executing our aggressive restructuring initiatives. Overall third quarter core sales declined 33% versus last year's comparable quarter, a weakening from the second quarter. We were pleased with the Energy segment's core growth in the quarter. While several of our end markets have begun to experience stabilization in demand, we encountered further weakening in certain later cycle businesses including those in our Industrial segment. Despite the lower sales, our operating margins (excluding restructuring and impairment charges) improved sequentially across all four segments as benefits from cost reduction and restructuring activities were realized. These actions drove a 7% decline in headcount during our third quarter, 21% fiscal year-to-date, and will result in additional position eliminations upon completion. We also had positive results from our focus on ROIC (Return on Invested Capital) and working capital management which helped drive the robust cash flow in the quarter."

Consolidated Results

Sales for the quarter declined 35% to $290 million compared to $445 million in the third quarter of fiscal 2008. Excluding the impact of foreign currency rate changes (-4%) and acquisitions (+2%), core sales declined 33%. The net loss and diluted loss per share in the fiscal 2009 third quarter were $17.6 million and $0.31, respectively, compared to net earnings of $38.6 million and diluted earnings per share ("EPS") of $0.60 in the comparable quarter last year. Results for the third quarter of 2009 include the previously announced $31.7 million pre-tax ($0.39 per diluted share) non-cash asset impairment charge related to the Company's harsh environment electrical product line, as well as restructuring charges of $12.2 million, or $0.12 per diluted share. Third quarter 2008 results include a tax benefit of $2.6 million, or $0.04 per diluted share. Excluding these items, EPS was $0.20 in the third quarter of fiscal 2009 compared to $0.56 in the prior year's quarter. (See attached reconciliation of earnings).

Sales for the nine months ended May 31, 2009 were $970 million, 23% lower than the $1,259 million in the comparable prior year period. Excluding the impact of the stronger US dollar (-4%) and sales from acquired businesses (+4%), year-to-date core sales decreased 23%. The net loss for the nine months ended May 31, 2009 was $2.8 million, or $0.05 per diluted share, compared to net earnings of $88.3 million, or $1.39 per diluted share for the comparable prior year period. Year-to-date fiscal 2009 results include $58.3 million ($0.68 per diluted share) of non-cash asset impairment charges and $16.1 million ($0.17 per diluted share) of restructuring charges. Results for the nine months ended May 31, 2008 include $10.5 million ($0.16 per diluted share) of restructuring charges and a tax benefit of $2.6 million ($0.04 per diluted share). Excluding these items, current year nine month EPS was $0.75, compared to $1.51 for the comparable prior year period. (See attached reconciliation of earnings).

Segment Results

Industrial Segment

(US $ in millions)


                       Three Months Ended May 31,  Nine Months Ended May 31,

                       2009     2008               2009      2008

Sales                  $62.8    $101.6             $225.0    $276.3

Operating Profit (1)   $15.6    $31.1              $57.7     $82.7

Operating Profit % (1) 24.8  %  30.6   %           25.6   %  29.9   %



(1) Results for the three and nine months ended May 31, 2009 exclude restructuring charges of $1.0 million and $1.5 million, respectively.

Third quarter fiscal 2009 Industrial segment sales decreased 38% to $63 million. Excluding foreign currency rate changes (-4%), Industrial segment core sales were 34% lower than the comparable prior year period and sequentially down from the second quarter. The core sales decline reflected weaker global end market demand across the segment's diverse channels. Third quarter operating profit margin (excluding restructuring costs) declined 580 basis points from the prior year due to the reduced sales volume, unfavorable mix and lower absorption associated with inventory reductions. However, margins (excluding restructuring costs) improved 250 basis points sequentially from the second quarter of fiscal 2009 despite lower sales due to the benefits of headcount reductions and other cost alignment actions. The Industrial segment's headcount was reduced by 7% during the quarter and 22% on a fiscal year-to-date basis.

Energy Segment

(US $ in millions)


                       Three Months Ended May 31,  Nine Months Ended May 31,

                       2009     2008               2009      2008

Sales                  $62.3    $58.4              $195.8    $151.6

Operating Profit (2)   $11.8    $12.6              $33.3     $31.7

Operating Profit % (2) 18.9  %  21.6  %            17.0   %  20.9   %



(2) Results for the three and nine months ended May 31, 2009 exclude restructuring charges of $0.3 million.

Fiscal 2009 third quarter Energy segment sales grew 7% to $62 million. Acquisitions contributed 18% to sales while the stronger US dollar reduced sales by 14%. Core sales grew 3% due to higher maintenance activity in the global oil & gas and power generation markets, predominately outside of North America. Operating profit margin (excluding restructuring costs) declined 270 basis points year-over-year reflecting unfavorable acquisition mix which more than offset base business margin expansion. Operating margins (excluding restructuring costs) increased 900 basis points from the second quarter's seasonally weak results.

Electrical Segment

(US $ in millions)


                       Three Months Ended May 31,  Nine Months Ended May 31,

                       2009     2008               2009      2008

Sales                  $85.0    $135.3             $284.8    $411.4

Operating Profit (3)   $1.9     $9.0               $7.0      $32.4

Operating Profit % (3) 2.2   %  6.6    %           2.5    %  7.9    %



(3) Results for the three and nine months ended May 31, 2009 exclude a $31.7 million pre-tax non-cash asset impairment charge. In addition, results for the three and nine months ended May 31, 2009 exclude restructuring charges of $7.1 million and $8.5 million, respectively. Results for the nine months ended May 31, 2008 exclude restructuring charges of $10.5 million.

Electrical segment fiscal 2009 third quarter sales declined 37% to $85 million. The stronger US dollar contributed 3% to the sales decline. Core sales decreased 34% reflecting continued weak demand from marine, retail and transformer customers, the impact of SKU reductions in Europe and the previously disclosed loss of certain retail business in North America. Sequentially, the electrical tools and supplies product line improved modestly while sales to OEM boat builders continued to decline. Year-over-year third quarter operating profit margin (excluding restructuring and impairment charges) declined to 2.2% primarily reflecting lower sales and production volumes. Sequentially, operating profit margin (excluding restructuring and impairment charges) improved 180 basis points from the second quarter of fiscal 2009 benefiting from cost reduction activities in the segment. Total headcount declined approximately 9% during the quarter and has been reduced by approximately 25% during the fiscal year.

Engineered Solutions Segment

(US $ in millions)


                       Three Months Ended May 31,  Nine Months Ended May 31,

                       2009     2008               2009      2008

Sales                  $80.4    $149.3             $264.5    $420.1

Operating Profit (4)   $1.7     $17.1              $8.2      $41.0

Operating Profit % (4) 2.1   %  11.4   %           3.1    %  9.8    %



(4) Results for the three months ended May 31, 2009 exclude restructuring charges of $3.7 million. Results for the nine months ended May 31, 2009 exclude a $26.6 million pre-tax non-cash RV asset impairment charge and $5.3 million of restructuring charges.

Third quarter fiscal 2009 Engineered Solutions segment sales declined 46% (-44% core, -5% currency translation and +3% acquisitions) reflecting sharply lower demand from the Company's vehicle end markets. The segment's rate of change in sales has begun to stabilize and has been consistent for the past five months through May 2009. Third quarter operating margin (excluding restructuring) of 2.1% reflects the significant reduction in sales and lower manufacturing overhead absorption. Compared to the second quarter of fiscal 2009, margins (excluding restructuring) improved 480 basis points due to the benefits of restructuring actions. The segment's headcount was reduced by approximately 7% during the quarter and 27% during the fiscal year.

Corporate

Corporate expenses for the third quarter of fiscal 2009, excluding restructuring charges of approximately $0.2 million, were $4.8 million compared to $8.2 million in last year's comparable quarter primarily due to lower incentive compensation expense, salary and headcount reductions as well as reduced discretionary spending.

Financial Position

Net debt at May 31, 2009 was $594 million (total debt of $607 million less $13 million of cash). The approximate $65 million reduction during the quarter resulted from the Company's strong free cash flow generation which included substantial working capital reductions.

The Company previously announced it had secured an amendment to its $515 million bank credit facility, providing additional flexibility with respect to financial covenants, while maintaining its size and maturity.

Outlook

Arzbaecher continued, "As we move into the fourth quarter, we are encouraged that revenues have begun to stabilize in several of our end markets and that improved consumer confidence, higher oil prices and global stimulus investments could benefit the Actuant businesses. However, we are attempting to be realistic in our expectations that global economic conditions, including higher unemployment and lagging European demand, will constrain growth in the near term. As such, we plan to continue to aggressively execute restructuring and cost reduction actions which we estimate will reduce fourth quarter pre-tax earnings by approximately $5 million. Additionally, we remain focused on reducing inventory, which we expect will continue to negatively impact our profit margins due to lower fixed cost absorption. Given these factors, we are estimating fourth quarter EPS to be in the range of $0.12 to $0.20 (excluding restructuring charges) on sales of $275 - $295 million. Based on this fourth quarter guidance, full year fiscal 2009 sales and EPS are expected to be $1,245-$1,265 million and $0.87-$0.95 (excluding restructuring and impairment charges), respectively. For the year, we expect free cash flow of approximately $125 million. We have and will continue to reduce costs throughout our operations. We believe these actions and our focus on cash flow will position us well to capitalize on the opportunities that we expect will emerge as the business environment begins to improve."

Conference Call Information

An investor conference call is scheduled for 10am CT today, June 17, 2009. Webcast information and conference call materials will be made available on the Actuant company website (www.actuant.com) prior to the start of the call.

Safe Harbor Statement

Certain of the above comments represent forward-looking statements made pursuant to the provisions of the Private Securities Litigation Reform Act of 1995. Management cautions that these statements are based on current estimates of future performance and are highly dependent upon a variety of factors, which could cause actual results to differ from these estimates. Actuant's results are also subject to general economic conditions, variation in demand from customers, the impact of geopolitical activity on the economy, continued market acceptance of the Company's new product introductions, the successful integration of acquisitions, restructuring, operating margin risk due to competitive pricing and operating efficiencies, supply chain risk, material and labor cost increases, foreign currency fluctuations and interest rate risk. See the Company's Form 10-K filed with the Securities and Exchange Commission for further information regarding risk factors. Actuant disclaims any obligation to publicly update or revise any forward-looking statements as a result of new information, future events or any other reason.

About Actuant

Actuant, headquartered in Butler, Wisconsin, is a diversified industrial company with operations in more than 30 countries. The Actuant businesses are market leaders in branded hydraulic and electrical tools and supplies, umbilical, rope and cable solutions and highly engineered position and motion control systems. Since its creation through a spin-off in 2000, Actuant has grown its sales from $482 million to $1.66 billion in fiscal 2008. The Company employs a workforce of approximately 6,200 worldwide. Actuant trades on the NYSE under the symbol ATU. For further information on Actuant and its business units, visit the Company's website at www.actuant.com.

(tables follow)


Actuant Corporation

Condensed Consolidated Balance Sheets

(Dollars in thousands)

(Unaudited)

                                                May 31,        August 31,

                                                2009           2008

ASSETS

Current assets

 Cash and cash equivalents                      $ 13,292       $ 122,549

 Accounts receivable, net                       159,596        226,564

 Inventories, net                               188,440        215,391

 Deferred income taxes                          11,451         11,870

 Other current assets                           13,841         16,092

  Total current assets                          386,620        592,466

Property, plant and equipment, net              134,020        134,550

Goodwill                                        712,307        639,862

Other intangible assets, net                    353,823        292,359

Other long-term assets                          13,780         9,145

  Total assets                                  $ 1,600,550    $ 1,668,382

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities

 Short-term borrowings                          $ 174          $ 339

 Trade accounts payable                         103,010        166,863

 Accrued compensation and benefits              30,844         59,023

 Income taxes payable                           11,551         24,867

 Current maturities of long-term debt           5,760          -

 Other current liabilities                      67,093         60,033

  Total current liabilities                     218,432        311,125

Long-term debt, less current maturities         601,405        573,818

Deferred income taxes                           117,227        99,634

Pension and postretirement benefit accruals     27,676         27,641

Other long-term liabilities                     27,860         26,658

Shareholders' equity

 Capital stock                                  11,354         11,200

 Additional paid-in capital                     (313,013    )  (324,898    )

 Accumulated other comprehensive (loss) income  (23,643     )  7,149

 Stock held in trust                            (1,768      )  (2,081      )

 Deferred compensation liability                1,768          2,081

 Retained earnings                              933,252        936,055

  Total shareholders' equity                    607,950        629,506

Total liabilities and shareholders' equity      $ 1,600,550    $ 1,668,382




Actuant Corporation

Condensed Consolidated Statements of Operations

(Dollars in thousands except per share amounts)

(Unaudited)

                                Three Months Ended     Nine Months Ended

                                May 31,     May 31,    May 31,     May 31,

                                2009        2008       2009        2008

Net sales                       $ 290,401   $ 444,656  $ 970,055   $ 1,259,428

Cost of products sold           194,044     290,684    646,726     830,783

Gross profit                    96,357      153,972    323,329     428,645

Selling, administrative and     65,175      88,421     215,389     252,396
engineering expenses

Restructuring charges           11,923      -          15,799      10,473

Impairment charge               31,720      -          58,274      -

Amortization of intangible      5,358       4,023      15,024      10,741
assets

Operating profit (loss)         (17,819   ) 61,528     18,843      155,035

Financing costs, net            9,026       9,190      31,164      27,522

Other (income) expense, net     782         201        213         (1,579      )

Earnings (loss) from
operations before income

tax expense and minority        (27,627   ) 52,137     (12,534   ) 129,092
interest

Income tax expense (benefit)    (10,028   ) 13,465     (9,763    ) 40,767

Minority interest, net of       36          37         21          24
income taxes

Net earnings (loss)             $ (17,635 ) $ 38,635   $ (2,792  ) $ 88,301

Earnings (loss) per share

Basic                           $ (0.31   ) $ 0.69     $ (0.05   ) $ 1.58

Diluted                         (0.31     ) 0.60       (0.05     ) 1.39

Weighted average common shares
outstanding

Basic                           56,252      55,874     56,148      55,766

Diluted                         56,252      64,945     56,148      64,770




Actuant Corporation

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

                                 Three Months Ended       Nine Months Ended

                                 May 31,      May 31,     May 31,     May 31,

                                 2009         2008        2009        2008

Operating Activities

Net (loss) earnings              $ (17,635 )  $ 38,635    (2,792   )  $ 88,301

Adjustments to reconcile net
earnings

(loss) to net cash provided by
operating

activities:

Depreciation and amortization    12,753       11,434      38,498      32,926

Stock-based compensation         2,953        1,750       6,401       4,890
expense

(Benefit) provision for          (9,756    )  311         (20,116  )  6,990
deferred income taxes

Impairment charge                31,720       -           58,274      -

Other                            1,019        (326     )  2,070       (541     )

Changes in operating assets and

liabilities, excluding the
effects of

the business acquisitions

Accounts receivable              23,021       (9,796   )  81,822      (34,851  )

Accounts receivable              (2,913    )  4,714       (13,482  )  5,045
securitization program

Inventories                      26,436       (1,886   )  36,732      (8,066   )

Prepaid expenses and other       (1,292    )  (231     )  823         1,744
assets

Trade accounts payable           (11,438   )  9,951       (68,023  )  14,713

Income taxes payable             410          (2,934   )  (7,193   )  (1,278   )

Other accrued liabilities        8,784        12,726      (15,333  )  15,319

Net cash provided by operating   64,062       64,348      97,681      125,192
activities

Investing Activities

Proceeds from sale of property,  317          2,097       607         13,676
plant and equipment

Capital expenditures             (2,511    )  (13,268  )  (15,018  )  (32,502  )

Business acquisitions, net of    (50       )  (59,043  )  (235,922 )  (110,109 )
cash acquired

Net cash used in investing       (2,244    )  (70,214  )  (250,333 )  (128,935 )
activities

Financing Activities

Net (repayments) borrowings on
revolving

credit facilities and other      (72,010   )  15          96,199      2,155
debt

Proceeds from term loan          -            -           115,000     -

Principal repayments on term     (1,438    )  (7       )  (156,438 )  (1,008   )
loans

Debt issuance and amendment      -            -           (5,333   )  -
costs

Cash dividend                    -            -           (2,251   )  (2,221   )

Stock option exercises, related  598          872         3,474       4,210
tax benefits, and other

Net cash (used in) provided by   (72,850   )  880         50,651      3,136
financing activities

Effect of exchange rate changes  1,995        1,153       (7,256   )  5,006
on cash

Net increase (decrease) in cash  (9,037    )  (3,833   )  (109,257 )  4,399
and cash equivalents

Cash and cash equivalents -      22,329       94,912      122,549     86,680
beginning of period

Cash and cash equivalents - end  $ 13,292     $ 91,079    $ 13,292    $ 91,079
of period





ACTUANT CORPORATION

SUPPLEMENTAL UNAUDITED DATA

 (Dollars in thousands)

                 FISCAL 2008                                              FISCAL 2009

                 Q1         Q2         Q3         Q4         TOTAL        Q1         Q2         Q3         Q4  TOTAL

SALES

 INDUSTRIAL      $          $          $          $          $ 374,498    $          $          $              $
 SEGMENT         87,412     87,344     101,593    98,149                  90,524     71,682     62,843         225,049

 ENERGY SEGMENT  49,677     43,458     58,442     60,823     212,400      73,982     59,526     62,251         195,759

 ELECTRICAL      140,293    135,785    135,311    118,575    529,964      108,057    91,788     84,950         284,795
 SEGMENT

 ENGINEERED
 SOLUTIONS       137,761    133,042    149,310    126,968    547,081      107,417    76,678     80,357         264,452
 SEGMENT

  TOTAL          $          $          $          $          $            $          $          $              $
                 415,143    399,629    444,656    404,515    1,663,943    379,980    299,674    290,401        970,055

% SALES GROWTH

 INDUSTRIAL      37      %  33      %  38      %  30      %  34        %  4       %  -18     %  -38     %      -19     %
 SEGMENT

 ENERGY SEGMENT  24      %  41      %  38      %  29      %  32        %  49      %  37      %  7       %      29      %

 ELECTRICAL      10      %  6       %  1       %  -14     %  0         %  -23     %  -32     %  -37     %      -31     %
 SEGMENT

 ENGINEERED
 SOLUTIONS       23      %  15      %  10      %  -1      %  11        %  -22     %  -42     %  -46     %      -37     %
 SEGMENT

  TOTAL          21      %  17      %  15      %  4       %  14        %  -8      %  -25     %  -35     %      -23     %

OPERATING
PROFIT (LOSS)

 INDUSTRIAL      $          $          $          $          $ 113,809    $          $          $              $
 SEGMENT         25,662     25,990     31,054     31,103                  26,107     15,972     15,597         57,676

 ENERGY SEGMENT  12,314     6,767      12,638     16,266     47,985       15,651     5,896      11,772         33,319

 ELECTRICAL      11,614     11,842     8,986      4,894      37,335       4,740      390        1,863          6,993
 SEGMENT

 ENGINEERED
 SOLUTIONS       13,106     10,844     17,053     12,600     53,603       8,648      (2,103  )  1,683          8,228
 SEGMENT

 CORPORATE /     (6,415  )  (7,743  )  (8,203  )  (8,549  )  (30,910   )  (3,197  )  (5,013  )  (4,815  )      (13,025 )
 GENERAL

  TOTAL -
  EXCLUDING      $          $          $          $                       $          $          $              $
  IMPAIRMENT /   56,281     47,700     61,528     56,314     $ 221,822    51,949     15,142     26,100         93,191
  RESTRUCTURING
  CHARGES

 IMPAIRMENT      -          -          -          -          -            (26,553 )  -          (31,720 )      (58,274 )
 CHARGE

 RESTRUCTURING   (5,521  )  (4,952  )  -          -          (10,473   )  (732    )  (3,144  )  (12,199 )      (16,075 )
 CHARGE (1)

  TOTAL          $          $          $          $          $ 211,349    $          $          $       )      $
                 50,760     42,748     61,528     56,314                  24,664     11,998     (17,819        18,843

OPERATING
PROFIT %

 INDUSTRIAL      29.4    %  29.8    %  30.6    %  31.7    %  30.4      %  28.8    %  22.3    %  24.8    %      25.6    %
 SEGMENT

 ENERGY SEGMENT  24.8    %  15.6    %  21.6    %  26.7    %  22.6      %  21.2    %  9.9     %  18.9    %      17.0    %

 ELECTRICAL      8.3     %  8.7     %  6.6     %  4.1     %  7.0       %  4.4     %  0.4     %  2.2     %      2.5     %
 SEGMENT

 ENGINEERED
 SOLUTIONS       9.5     %  8.2     %  11.4    %  9.9     %  9.8       %  8.1     %  -2.7    %  2.1     %      3.1     %
 SEGMENT

  TOTAL
  (INCLUDING
  CORPORATE) -
  EXCLUDING      13.6    %  11.9    %  13.8    %  13.9    %  13.3      %  13.7    %  5.1     %  9.0     %      9.6     %
  IMPAIRMENT /
  RESTRUCTURING
  CHARGES

EBITDA

 INDUSTRIAL      $          $          $          $          $ 121,073    $          $          $              $
 SEGMENT         28,017     27,840     32,617     32,599                  27,139     17,058     18,208         62,405

 ENERGY SEGMENT  14,553     9,546      15,771     20,399     60,269       21,675     11,493     15,080         48,248

 ELECTRICAL      14,495     14,340     11,553     7,186      47,573       6,195      1,666      4,300          12,161
 SEGMENT

 ENGINEERED
 SOLUTIONS       17,422     15,194     20,811     17,488     70,915       13,330     2,016      4,720          20,066
 SEGMENT

 CORPORATE /     (6,632  )  (7,522  )  (7,991  )  (8,163  )  (30,308   )  (3,110  )  (4,058  )  (4,237  )      (11,405 )
 GENERAL

  TOTAL -
  EXCLUDING      $          $          $          $                       $          $          $              $
  IMPAIRMENT /   67,855     59,398     72,761     69,509     $ 269,522    65,229     28,175     38,071         131,475
  RESTRUCTURING
  CHARGES

 IMPAIRMENT      -          -          -          -          -            (26,553 )  -          (31,720 )      (58,274 )
 CHARGE

 RESTRUCTURING   (5,521  )  (4,952  )  -          -          (10,473   )  (732    )  (3,144  )  (12,199 )      (16,075 )
 CHARGES (1)

  TOTAL          $          $          $          $          $ 259,049    $          $          $       )      $
                 62,334     54,446     72,761     69,509                  37,944     25,031     (5,848         57,127

EBITDA %

 INDUSTRIAL      32.1    %  31.9    %  32.1    %  33.2    %  32.3      %  30.0    %  23.8    %  29.0    %      27.7    %
 SEGMENT

 ENERGY SEGMENT  29.3    %  22.0    %  27.0    %  33.5    %  28.4      %  29.3    %  19.3    %  24.2    %      24.6    %

 ELECTRICAL      10.3    %  10.6    %  8.5     %  6.1     %  9.0       %  5.7     %  1.8     %  5.1     %      4.3     %
 SEGMENT

 ENGINEERED
 SOLUTIONS       12.6    %  11.4    %  13.9    %  13.8    %  13.0      %  12.4    %  2.6     %  5.9     %      7.6     %
 SEGMENT

  TOTAL
  (INCLUDING
  CORPORATE) -
  EXCLUDING      16.3    %  14.9    %  16.4    %  17.2    %  16.2      %  17.2    %  9.4     %  13.1    %      13.6    %
  IMPAIRMENT /
  RESTRUCTURING
  CHARGES



Note: The total of the individual quarters may not equal the annual total due to rounding.

(1) The restructuring charge for the third quarter of fiscal 2009 and year-to-date fiscal 2009 includes $276 of charges included in cost of products sold on the Condensed Consolidated Statement of Earnings.



ACTUANT CORPORATION

Reconciliation of GAAP measures to non-GAAP measures

 (Dollars in thousands, except for per share amounts)

                 FISCAL 2008                               FISCAL 2009

                 Q1      Q2      Q3       Q4      TOTAL    Q1      Q2       Q3        Q4  TOTAL

NET EARNINGS
(LOSS)
EXCLUDING
RESTRUCTURING
CHARGE,

IMPAIRMENT
CHARGE AND TAX
ADJUSTMENTS /
CREDITS (1)

 NET EARNINGS    $       $       $        $       $        $                $             $
 (LOSS) (GAAP    27,427  22,239  38,635   34,243  122,544  11,598  $ 3,244  (17,635)      (2,792)
 MEASURE)

  RESTRUCTURING
  CHARGES, NET   5,521   4,729   -        -       10,250   506     2,156    7,973         10,635
  OF TAX
  BENEFIT

  IMPAIRMENT
  CHARGE, NET    -       -       -        -       -        16,463  -        21,964        38,427
  OF TAX
  BENEFIT

  TAX
  ADJUSTMENTS /  -       -       (2,625)  -       (2,625)  -       -        -             -
  CREDITS

 TOTAL           $       $       $        $       $        $                              $
 (NON-GAAP       32,948  26,968  36,010   34,243  130,169  28,567  $ 5,400  $ 12,302      46,269
 MEASURE)

DILUTED
EARNINGS (LOSS)
PER SHARE
EXCLUDING
RESTRUCTURING

CHARGE,
IMPAIRMENT
CHARGE AND TAX
ADJUSTMENTS /
CREDITS (1)(3)

 NET EARNINGS                                                                             $
 (LOSS) (GAAP    $ 0.43  $ 0.35  $ 0.60   $ 0.54  $ 1.93   $ 0.19  $ 0.06   $ (0.31)      (0.05)
 MEASURE)

  RESTRUCTURING
  CHARGES, NET   0.09    0.07    -        -       0.16     0.01    0.03     0.12          0.17
  OF TAX
  BENEFIT

  IMPAIRMENT
  CHARGE, NET    -       -       -        -       -        0.26    -        0.39          0.68
  OF TAX
  BENEFIT

  TAX
  ADJUSTMENTS /  -       -       (0.04)   -       (0.04)   -       -        -             -
  CREDITS

 TOTAL
 (NON-GAAP       $ 0.52  $ 0.43  $ 0.56   $ 0.54  $ 2.05   $ 0.46  $ 0.09   $ 0.20        $ 0.75
 MEASURE)

EBITDA (2)

 NET EARNINGS    $       $       $        $       $        $                $             $
 (LOSS) (GAAP    27,427  22,239  38,635   34,243  122,544  11,598  $ 3,244  (17,635)      (2,792)
 MEASURE)

  FINANCING      9,300   9,032   9,190    8,887   36,409   12,235  9,904    9,026         31,164
  COSTS, NET

  INCOME TAX     15,149  12,154  13,465   14,598  55,365   1,370   (1,105)  (10,028)      (9,763)
  EXPENSE

  DEPRECIATION
  &              10,464  11,028  11,434   11,783  44,709   12,746  12,998   12,753        38,498
  AMORTIZATION

  MINORITY
  INTEREST, NET  (6)     (7)     37       (2)     22       (5)     (10)     36            21
  OF INCOME TAX

  EBITDA         $       $       $        $       $        $       $        $             $
  (NON-GAAP      62,334  54,446  72,761   69,509  259,049  37,944  25,031   (5,848)       57,127
  MEASURE)

  IMPAIRMENT     -       -       -        -       -        26,553  -        31,720        58,274
  CHARGE

  RESTRUCTURING  5,521   4,952   -        -       10,473   732     3,144    12,199        16,075
  CHARGES

  EBITDA
  (NON-GAAP
  MEASURE) -     $       $       $        $       $        $       $        $ 38,071      $
  EXCLUDING      67,855  59,398  72,761   69,509  269,522  65,229  28,175                 131,475
  IMPAIRMENT
  AND

  RESTRUCTURING
  CHARGES




     Net earnings and diluted earnings per share excluding restructuring charges
     and income tax adjustments / credits represent net earnings and diluted
     earnings per share per the Consolidated Statement of Earnings net of
     charges or credits for items to be highlighted for comparability purposes.
     These measures should not be considered as an alternative to net earnings
(1)  or diluted earnings per share as an indicator of the company's operating
     performance. However, this presentation is important to investors for
     understanding the operating results of the current portfolio of Actuant
     companies. The total of the individual components do not equal diluted
     earnings per share excluding restructuring charges and income tax
     adjustments / credits due to rounding.

     EBITDA represents net earnings before financing costs, net, income tax
     expense, depreciation & amortization and minority interest. EBITDA is not a
     calculation based upon generally accepted accounting principles (GAAP). The
     amounts included in the EBITDA calculation, however, are derived from
     amounts included in the Consolidated Statements of Earnings data. EBITDA
     should not be considered as an alternative to net earnings or operating
     profit as an indicator of the company's operating performance, or as an
(2)  alternative to operating cash flows as a measure of liquidity. Actuant has
     presented EBITDA because it regularly reviews this as a measure of the
     company's ability to incur and service debt. In addition, EBITDA is used by
     many of our investors and lenders, and is presented as a convenience to
     them. However, the EBITDA measure presented may not always be comparable to
     similarly titled measures reported by other companies due to differences in
     the components of the calculation. The total of the individual quarters may
     not equal the annual total due to rounding.

     Due to the net loss for the third quarter of fiscal 2009 and year-to-date
     fiscal 2009, the basic weighted average common shares are used to calculate
     both basic and diluted loss per share as to avoid anti-dilution. Per share
     results for net earnings (loss) (GAAP measure) and the impairment charge
     were calculated using 56,252 and 56,148 shares outstanding, respectively.
     The basic weighted average shares outstanding exclude the effect of the 2%
     Convertible Notes and equity-based compensation plans. When excluding the
(3)  impairment charges from net earnings (loss), the result is net earnings
     (and not a net loss) which requires a diluted basis for calculated EPS. For
     this reason, the per share results for restructuring charges and total
     diluted earnings (non-GAAP measure) were calculated using 64,051 and 64,234
     shares outstanding for the third quarter of fiscal 2009 and year-to-date
     fiscal 2009, respectively, which gives effect to the 2% Convertible Notes
     and equity-based compensation plans. Because of the difference in shares
     outstanding being used, the per share results do not add for the third
     quarter of fiscal 2009 and year-to-date fiscal 2009.




    Source: Actuant Corporation