Enerpac Tool Group Corp. Quarterly report pursuant to Section 13 or 15(d)

Quarterly report pursuant to Section 13 or 15(d)

Guarantor Subsidiaries

Guarantor Subsidiaries

3 Months Ended

Nov. 30, 2011

Note 14. Guarantor Subsidiaries

On June 12, 2007, Actuant Corporation (the "Parent") issued $250.0 million of 6.875% Senior Notes. All of the Company's material domestic wholly owned subsidiaries (the "Guarantors") fully and unconditionally guarantee (except for certain customary limitations) the 6.875% Senior Notes on a joint and several basis. There are no significant restrictions on the ability of the Guarantors to make distributions to the Parent. The following tables present the results of operations, financial position and cash flows of Actuant Corporation and its subsidiaries, the Guarantor and non-Guarantor entities, and the eliminations necessary to arrive at the information for the Company on a consolidated basis.

Certain assets, liabilities and expenses have not been allocated to the Guarantors and non-Guarantors and therefore are included in the Parent column in the accompanying consolidating financial statements. These items are of a corporate or consolidated nature and include, but are not limited to, tax provisions and related assets and liabilities, certain employee benefit obligations, prepaid and accrued insurance and corporate indebtedness. Intercompany activity in the consolidating financial statements primarily includes loan activity, purchases and sales of goods or services and dividends. Intercompany balances also reflect certain non-cash transactions including transfers of assets and liabilities between the Parent, Guarantor and non-Guarantor, allocation of non-cash expenses from the Parent to the Guarantors and non-Guarantors, the impact of foreign currency rate changes and non-cash intercompany dividends.

CONDENSED CONSOLIDATING STATEMENTS OF EARNINGS

(In thousands)

		$000,000			$000,000		$000,000			$000,000			$000,000
	Three Months Ended November 30, 2011
	Parent			Guarantors		Non- Guarantors			Eliminations			Consolidated
Net sales	$	48,520		$	136,441	$	207,838		$	—		$	392,799
Cost of products sold		15,279			94,632		130,280			—			240,191

Gross profit		33,241			41,809		77,558			—			152,608
Selling, administrative and engineering expenses		20,666			26,262		41,181			—			88,109
Amortization of intangible assets		335			3,420		3,463			—			7,218

Operating profit		12,240			12,127		32,914			—			57,281
Financing costs, net		8,237			3		(18	)		—			8,222
Intercompany expense (income), net		(7,491	)		566		6,925			—			—
Other expense, net		193			344		120			—			657

Earnings before income tax expense		11,301			11,214		25,887			—			48,402
Income tax expense		2,622			2,601		6,005			—			11,228

Net earnings from continuing operations before equity in earnings of subsidiaries		8,679			8,613		19,882			—			37,174
Equity in earnings (loss) of subsidiaries		28,495			16,794		(488	)		(44,801	)		—

Net earnings	$	37,174		$	25,407	$	19,394		$	(44,801	)	$	37,174

		$000,000			$000,000		$000,000			$000,000			$000,000
	Three Months Ended November 30, 2010
	Parent			Guarantors		Non- Guarantors			Eliminations			Consolidated
Net sales	$	35,969		$	122,729	$	159,714		$	—		$	318,412
Cost of products sold		10,425			87,163		98,971			—			196,559

Gross profit		25,544			35,566		60,743			—			121,853
Selling, administrative and engineering expenses		19,170			23,988		31,034			—			74,192
Amortization of intangible assets		—			3,726		2,363			—			6,089

Operating profit		6,374			7,852		27,346			—			41,572
Financing costs, net		7,552			—		—			—			7,552
Intercompany expense (income), net		1,885			4,424		(6,309	)		—			—
Other expense (income), net		(313	)		404		357			—			448

Earnings (loss) from continuing operations before income taxes		(2,750	)		3,024		33,298			—			33,572
Income tax expense (benefit)		(565	)		623		6,853			—			6,911

Net earnings (loss) from continuing operations before equity in earnings of subsidiaries		(2,185	)		2,401		26,445			—			26,661
Equity in earnings of subsidiaries		28,075			19,263		1,342			(48,680	)		—

Earnings from continuing operations		25,890			21,664		27,787			(48,680	)		26,661
Loss from discontinued operations		—			—		(771	)		—			(771	)

Net earnings	$	25,890		$	21,664	$	27,016		$	(48,680	)	$	25,890

CONDENSED CONSOLIDATING BALANCE SHEETS

(In thousands)


	November 30, 2011
	Parent		Guarantors		Non- Guarantors		Eliminations			Consolidated
ASSETS
Current Assets	$	88,535	$	164,105	$	296,899	$	—		$	549,539
Property, Plant & Equipment, net		5,282		35,366		77,934		—			118,582
Goodwill		62,543		433,794		375,519		—			871,856
Other Intangibles, net		15,527		213,749		235,162		—			464,438
Intercompany Receivable		—		256,142		68,861		(325,003	)		—
Investment in Subsidiaries		1,853,892		382,355		62,021		(2,298,268	)		—
Other Long-term Assets		10,503		52		2,584		—			13,139

Total Assets	$	2,036,282	$	1,485,563	$	1,118,980	$	(2,623,271	)	$	2,017,554

LIABILITIES & SHAREHOLDERS' EQUITY
Current Liabilities	$	61,637	$	62,795	$	173,620	$	—		$	298,052
Long-term Debt		525,997		—		—		—			525,997
Deferred Income Taxes		129,350		—		35,051		—			164,401
Pension and Post-retirement Benefit Liabilities		16,499		—		2,207		—			18,706
Other Long-term Liabilities		62,503		739		31,863		—			95,105
Intercompany Payable		325,003		—		—		(325,003	)		—
Shareholders' Equity		915,293		1,422,029		876,239		(2,298,268	)		915,293

Total Liabilities and Shareholders' Equity	$	2,036,282	$	1,485,563	$	1,118,980	$	(2,623,271	)	$	2,017,554

CONDENSED CONSOLIDATING BALANCE SHEETS

(In thousands)


	August 31, 2011
	Parent		Guarantors		Non- Guarantors		Eliminations			Consolidated
ASSETS
Current Assets	$	87,982	$	155,067	$	303,435	$	—		$	546,484
Property, Plant & Equipment, net		4,327		37,133		87,189		—			128,649
Goodwill		62,543		432,184		393,739		—			888,466
Other Intangibles, net		15,861		216,277		247,268		—			479,406
Intercompany Receivable		—		277,157		45,770		(322,927	)		—
Investment in Subsidiaries		1,859,779		379,170		67,794		(2,306,743	)		—
Other Long-term Assets		10,862		51		2,763		—			13,676

Total Assets	$	2,041,354	$	1,497,039	$	1,147,958	$	(2,629,670	)	$	2,056,681

LIABILITIES & SHAREHOLDERS' EQUITY
Current Liabilities	$	76,300	$	70,126	$	183,877	$	—		$	330,303
Long-term Debt		522,727		—		—		—			522,727
Deferred Income Taxes		124,469		—		41,476		—			165,945
Pension and Post-retirement Benefit Liabilities		16,452		—		2,412		—			18,864
Other Long-term Liabilities		59,466		779		39,584		—			99,829
Intercompany Payable		322,927		—		—		(322,927	)		—
Shareholders' Equity		919,013		1,426,134		880,609		(2,306,743	)		919,013

Total Liabilities and Shareholders' Equity	$	2,041,354	$	1,497,039	$	1,147,958	$	(2,629,670	)	$	2,056,681

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

(In thousands)


	Three Months Ended November 30, 2011
	Parent			Guarantors			Non- Guarantors			Eliminations		Consolidated
Operating Activities
Net cash provided by (used in) operating activities	$	(10,089	)	$	7,121		$	23,443		$	—	$	20,475

Investing Activities
Proceeds from sale of property, plant & equipment		—			68			5,850			—		5,918
Capital expenditures		(2,206	)		(571	)		(2,818	)		—		(5,595	)
Business acquisitions, net of cash acquired		(290	)		—			—			—		(290	)

Cash (used in) provided by investing activities		(2,496	)		(503	)		3,032			—		33

Financing Activities

Net borrowings on revolver and other debt		4,700			—			109			—		4,809
Intercompany loan activity		28,060			(6,618	)		(21,442	)		—		—
Purchase of treasury shares		(20,410	)		—			—			—		(20,410	)
Stock option exercises, related tax benefits and other		2,782			—			—			—		2,782
Cash dividend		(2,748	)		—			—			—		(2,748	)

Cash (used in) provided by financing activities		12,384			(6,618	)		(21,333	)		—		(15,567	)

Effect of exchange rate changes on cash		—			—			(1,043	)		—		(1,043	)

Net (decrease) increase in cash and cash equivalents		(201	)		—			4,099			—		3,898
Cash and cash equivalents - beginning of period		872			—			43,349			—		44,221

Cash and cash equivalents - end of period	$	671		$	—		$	47,448		$	—	$	48,119

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

(In thousands)


	Three Months Ended November 30, 2010
	Parent			Guarantors			Non- Guarantors			Eliminations			Consolidated
Operating Activities
Net cash (used in) provided by operating activities	$	(16,313	)	$	9,615		$	14,717		$	(1,533	)	$	6,486

Investing Activities
Proceeds from sale of property, plant & equipment		—			16			43			—			59
Capital expenditures		(319	)		(1,466	)		(2,292	)		—			(4,077	)
Business acquistitions, net of cash acquired		—			(350	)		24			—			(326	)

Cash used in investing activities		(319	)		(1,800	)		(2,225	)		—			(4,344	)

Financing Activities
Net repayments on revolver and other debt		—			—			14			—			14
Repurchases of 2% Convertible Notes		(34	)		—			—			—			(34	)
Intercompany loan activity		13,276			(7,815	)		(5,461	)		—			—
Stock option exercises and related tax benefits		3,553			—			—			—			3,553
Cash dividend		(2,716	)		—			(1,533	)		1,533			(2,716	)

Cash provided by (used in) financing activities		14,079			(7,815	)		(6,980	)		1,533			817

Effect of exchange rate changes on cash		—			—			1,029			—			1,029

Net (decrease) increase in cash and cash equivalents		(2,553	)		—			6,541			—			3,988
Cash and cash equivalents - beginning of period		5,055			—			35,167			—			40,222

Cash and cash equivalents - end of period	$	2,502		$	—		$	41,708		$	—		$	44,210