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 Date of Report (Date of earliest event reported): March 20, 2003 ACTUANT CORPORATION (Exact name of Registrant as specified in its charter) Wisconsin 1-11288 39-0168610 (State or other jurisdiction (Commission File (I.R.S. Employer of incorporation) Number) Identification No.) 6100 North Baker Road Milwaukee, WI 53209 Mailing address: P.O. Box 3241, Milwaukee, Wisconsin 53201 (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: (414) 352-4160 Item 5. Other Events and Regulation FD Disclosure. On March 19, 2003, the company announced its results of operations for the second quarter of fiscal 2003 ending February 28, 2003. A copy of the press release announcing the company's second quarter fiscal 2003 results is filed as an exhibit to this report on Form 8-K and is incorporated herein by reference. Item 7. Financial Statements and Exhibits (c) Exhibits Exhibit 99.1 Press Release dated March 19, 2003 announcing second quarter results 2 SIGNATURE 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. ACTUANT CORPORATION (Registrant) Date: March 20, 2003 By: /s/ Andrew G. Lapereur ----------------------------------- Andrew G. Lampereur Vice President and Chief Financial Officer (Duly authorized to sign on behalf of the Registrant) 3 Exhibit 99.1 Actuant Reports 32% Year-Over-Year Increase in Second Quarter Diluted EPS MILWAUKEE, Wis.--(BUSINESS WIRE)--March 19, 2003--Actuant Corporation (NYSE:ATU) today announced results for its second quarter ended February 28, 2003. Second quarter sales increased approximately 31% to $142.1 million compared to $108.4 million in the prior year. Current year results include those from Heinrich Kopp AG ("Kopp"), which was acquired on September 3, 2002. Excluding Kopp and the impact of foreign currency exchange rate changes on translated results, second quarter sales increased approximately 2%. Second quarter fiscal 2003 net earnings and diluted earnings per share ("diluted EPS") were $7.1 million and $0.58 per diluted share, respectively. This compares favorably to net earnings of $4.0 million, or $0.44 per diluted share, for the second quarter of fiscal 2002. Sales for the six months ended February 28, 2003 were $290.0 million, approximately 31% higher than the $221.6 million in the comparable prior year period. Excluding Kopp and the impact of foreign currency rate changes on translated results, sales for the six-month period increased 3%. Net earnings for the six-months ended February 28, 2003 were $9.0 million, or $0.73 per diluted share, compared to $1.4 million, or $0.16 per diluted share for the comparable prior year period. The Company recorded net of tax special charges of $1.3 million, or $0.10 per diluted share, in the first quarter of fiscal 2003 related to the early extinguishment of debt and $4.7 million, or $0.39 per diluted share, related to litigation matters associated with businesses divested prior to the spin-off of APW Ltd. in July 2000. In addition, the Company adopted Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets" at the beginning of fiscal 2002, which resulted in a net cumulative effect of accounting change charge of $7.2 million, or $0.81 per diluted share. Excluding these special charges, fiscal 2003 first-half net earnings and diluted EPS were $15.0 million and $1.22 per diluted share, compared to $8.6 million and $0.97 per diluted share, respectively, in the prior year. Commenting on the results, Robert C. Arzbaecher, President and CEO of Actuant, stated, "Overall we are pleased with second quarter results. We favorably settled the patent infringement litigation in our RV business, generated strong cash flow and made significant progress with integration and restructuring activities at Kopp. Sales grew 2%, excluding acquisitions and currency rate changes, and diluted earnings per share increased 32% despite challenging economic conditions. Actuant is positioned for additional future growth from convertible top actuation as well as profit improvements at both Kopp and our core businesses due to cost reduction activities. Excluding special charges, diluted EPS has increased in each of the last seven quarters. "Economic conditions and customer demand in some of our markets weakened as the second quarter progressed. To reduce the impact of further economic deterioration, we will be taking actions in the third and fourth quarters to reduce costs including headcount reductions and facility closures. This is expected to result in pretax restructuring provisions of $2-$3 million over the next six months, which will be partially offset by an expected pretax currency gain of $1 million upon the liquidation of a Mexican subsidiary. Despite the weakening economy and the restructuring costs, we continue to believe that forecasted results, excluding the special charges from the first quarter, will be in the previously endorsed ranges of $545-$575 million of sales, $90-$95 million of EBITDA (earnings before interest, taxes, depreciation, and amortization) and $2.75-$3.00 of diluted EPS. However, given the restructuring costs and uncertainties in the Middle East, it is likely we will be in the lower half of our full year EPS range. We are expecting third quarter sales to be in the $140-$145 million range, and diluted EPS, excluding restructuring costs, of approximately $0.77-$0.83. The effect on the Company of any armed conflict involving the United States or any terrorist activity cannot be predicted, but could be significant." Fiscal 2003 second quarter sales in the Tools & Supplies segment were $90.7 million, or approximately 45%, higher than last year's $62.3 million due primarily to the Kopp acquisition and foreign currency rate changes. Excluding Kopp and the impact of foreign currency rate changes, Tools & Supplies segment revenues were essentially unchanged. Current year second quarter sales in the Engineered Solutions segment increased approximately 12% to $51.4 million, compared to $46.1 million in the previous year, on higher demand in the heavy-duty truck cab-tilt and automotive convertible top markets, and the favorable impact of foreign currency. Excluding foreign currency rate changes, Engineered Solutions sales increased 4%. Actuant's second quarter EBITDA was $20.6 million, or 7% higher than the $19.2 million reported last year. As expected, EBITDA margins declined due to the addition of Kopp, which currently generates lower margins than other Actuant business units. Total debt decreased approximately $14 million during the quarter to $193.7 million at February 28, 2003. Due to the significant reduction in average outstanding debt as compared to fiscal 2002 and lower market interest rates, net financing costs declined 45% from $9.8 million in the second quarter of last year to approximately $5.4 million for the current year second quarter. Actuant, headquartered in Milwaukee, Wisconsin, is a diversified industrial company with operations in more than 20 countries. The Actuant businesses are leading companies in highly engineered position and motion control systems and branded tools. Products are offered under such established brand names as Enerpac, Gardner Bender, Kopp, Milwaukee Cylinder, Nielsen Sessions, Power-Packer, and Power Gear. 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 projections 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 on the economy of terrorist attacks and threats of war, the length of the current recession in the Company's markets, continued market acceptance of the Company's new product introductions, the successful integration of business unit acquisitions and related 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 registration statements filed with the Securities and Exchange Commission for further information regarding risk factors. For further information on Actuant and its business units, visit the company's website at www.actuant.com.