Guarantor Subsidiaries |
Note 14. Guarantor
Subsidiaries
On April 16,
2012, Actuant Corporation (the “Parent”) issued $300.0
million of 5.625% Senior Notes due 2022. All of the Company’s
material domestic wholly owned subsidiaries (the
“Guarantors”) fully and unconditionally guarantee
(except for certain customary limitations) the 5.625% Senior Notes
on a joint and several basis. The Company plans to file a
registration statement on Form S-4 with the Securities and Exchange
Commission (the “SEC”) with respect to its offer to
exchange new 5.625% Senior Secured Notes due 2022 that have been
registered under the Securities Act of 1933 for any and all of its
outstanding 5.625% Senior Secured Notes due 2022 that have not been
so registered. 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)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
May 31, 2012 |
|
|
|
Parent |
|
|
Guarantors |
|
|
Non-
Guarantors
|
|
|
Eliminations |
|
|
Consolidated |
|
Net sales
|
|
$ |
53,206 |
|
|
$ |
153,967 |
|
|
$ |
222,042 |
|
|
$ |
— |
|
|
$ |
429,215 |
|
Cost of products
sold
|
|
|
17,112 |
|
|
|
105,368 |
|
|
|
140,615 |
|
|
|
— |
|
|
|
263,095 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
36,094 |
|
|
|
48,599 |
|
|
|
81,427 |
|
|
|
— |
|
|
|
166,120 |
|
Selling, administrative and
engineering expenses
|
|
|
21,609 |
|
|
|
26,264 |
|
|
|
43,190 |
|
|
|
— |
|
|
|
91,063 |
|
Amortization of intangible
assets
|
|
|
335 |
|
|
|
3,412 |
|
|
|
3,646 |
|
|
|
— |
|
|
|
7,393 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating profit
|
|
|
14,150 |
|
|
|
18,923 |
|
|
|
34,591 |
|
|
|
— |
|
|
|
67,664 |
|
Financing costs,
net
|
|
|
7,255 |
|
|
|
(22 |
) |
|
|
3 |
|
|
|
— |
|
|
|
7,236 |
|
Intercompany expense
(income), net
|
|
|
(8,412 |
) |
|
|
1,432 |
|
|
|
6,980 |
|
|
|
— |
|
|
|
— |
|
Debt refinancing
charges
|
|
|
16,830 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
16,830 |
|
Other expense (income),
net
|
|
|
(111 |
) |
|
|
907 |
|
|
|
1,808 |
|
|
|
— |
|
|
|
2,604 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (loss) before
income tax expense (benefit)
|
|
|
(1,412 |
) |
|
|
16,606 |
|
|
|
25,800 |
|
|
|
— |
|
|
|
40,994 |
|
Income tax expense
(benefit)
|
|
|
(2,898 |
) |
|
|
3,716 |
|
|
|
5,775 |
|
|
|
— |
|
|
|
6,593 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings before equity
in earnings of subsidiaries
|
|
|
1,486 |
|
|
|
12,890 |
|
|
|
20,025 |
|
|
|
— |
|
|
|
34,401 |
|
Equity in earnings (loss)
of subsidiaries
|
|
|
32,915 |
|
|
|
16,521 |
|
|
|
(450 |
) |
|
|
(48,986 |
) |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings
|
|
$ |
34,401 |
|
|
$ |
29,411 |
|
|
$ |
19,575 |
|
|
$ |
(48,986 |
) |
|
$ |
34,401 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended May
31, 2011 |
|
|
|
Parent |
|
|
Guarantors |
|
|
Non-
Guarantors
|
|
|
Eliminations |
|
|
Consolidated |
|
Net sales
|
|
$ |
45,301 |
|
|
$ |
142,145 |
|
|
$ |
205,331 |
|
|
$ |
— |
|
|
$ |
392,777 |
|
Cost of products
sold
|
|
|
11,904 |
|
|
|
97,584 |
|
|
|
129,251 |
|
|
|
— |
|
|
|
238,739 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
33,397 |
|
|
|
44,561 |
|
|
|
76,080 |
|
|
|
— |
|
|
|
154,038 |
|
Selling, administrative and
engineering expenses
|
|
|
24,840 |
|
|
|
24,568 |
|
|
|
39,758 |
|
|
|
— |
|
|
|
89,166 |
|
Amortization of intangible
assets
|
|
|
— |
|
|
|
3,893 |
|
|
|
2,978 |
|
|
|
— |
|
|
|
6,871 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating profit
|
|
|
8,557 |
|
|
|
16,100 |
|
|
|
33,344 |
|
|
|
— |
|
|
|
58,001 |
|
Financing costs,
net
|
|
|
7,850 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
7,850 |
|
Intercompany expense
(income), net
|
|
|
(984 |
) |
|
|
4,453 |
|
|
|
(3,469 |
) |
|
|
— |
|
|
|
— |
|
Other expense (income),
net
|
|
|
(3,628 |
) |
|
|
194 |
|
|
|
3,765 |
|
|
|
— |
|
|
|
331 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings from continuing
operations before income tax expense
|
|
|
5,319 |
|
|
|
11,453 |
|
|
|
33,048 |
|
|
|
— |
|
|
|
49,820 |
|
Income tax
expense
|
|
|
1,224 |
|
|
|
2,635 |
|
|
|
7,601 |
|
|
|
— |
|
|
|
11,460 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings from
continuing operations before equity in earnings of
subsidiaries
|
|
|
4,095 |
|
|
|
8,818 |
|
|
|
25,447 |
|
|
|
— |
|
|
|
38,360 |
|
Equity in earnings of
subsidiaries
|
|
|
33,136 |
|
|
|
22,368 |
|
|
|
1,232 |
|
|
|
(56,736 |
) |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings from continuing
operations
|
|
|
37,231 |
|
|
|
31,186 |
|
|
|
26,679 |
|
|
|
(56,736 |
) |
|
|
38,360 |
|
Loss from discontinued
operations, net of income taxes
|
|
|
(873 |
) |
|
|
— |
|
|
|
(1,129 |
) |
|
|
— |
|
|
|
(2,002 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings
|
|
$ |
36,358 |
|
|
$ |
31,186 |
|
|
$ |
25,550 |
|
|
$ |
(56,736 |
) |
|
$ |
36,358 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONDENSED
CONSOLIDATING STATEMENTS OF EARNINGS
(In
thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended
May 31, 2012 |
|
|
|
Parent |
|
|
Guarantors |
|
|
Non-
Guarantors
|
|
|
Eliminations |
|
|
Consolidated |
|
Net sales
|
|
$ |
151,240 |
|
|
$ |
427,839 |
|
|
$ |
620,959 |
|
|
$ |
— |
|
|
$ |
1,200,038 |
|
Cost of products
sold
|
|
|
49,505 |
|
|
|
297,651 |
|
|
|
392,862 |
|
|
|
— |
|
|
|
740,018 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
101,735 |
|
|
|
130,188 |
|
|
|
228,097 |
|
|
|
— |
|
|
|
460,020 |
|
Selling, administrative and
engineering expenses
|
|
|
61,935 |
|
|
|
79,138 |
|
|
|
122,862 |
|
|
|
— |
|
|
|
263,935 |
|
Amortization of intangible
assets
|
|
|
1,005 |
|
|
|
10,243 |
|
|
|
10,436 |
|
|
|
— |
|
|
|
21,684 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating profit
|
|
|
38,795 |
|
|
|
40,807 |
|
|
|
94,799 |
|
|
|
— |
|
|
|
174,401 |
|
Financing costs,
net
|
|
|
23,527 |
|
|
|
(14 |
) |
|
|
(234 |
) |
|
|
— |
|
|
|
23,279 |
|
Intercompany expense
(income), net
|
|
|
(24,585 |
) |
|
|
3,731 |
|
|
|
20,854 |
|
|
|
— |
|
|
|
— |
|
Debt refinancing
charges
|
|
|
16,830 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
16,830 |
|
Other expense (income),
net
|
|
|
904 |
|
|
|
2,581 |
|
|
|
(395 |
) |
|
|
— |
|
|
|
3,090 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings before income tax
expense
|
|
|
22,119 |
|
|
|
34,509 |
|
|
|
74,574 |
|
|
|
— |
|
|
|
131,202 |
|
Income tax
expense
|
|
|
2,542 |
|
|
|
7,858 |
|
|
|
17,052 |
|
|
|
— |
|
|
|
27,452 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings before equity
in earnings of subsidiaries
|
|
|
19,577 |
|
|
|
26,651 |
|
|
|
57,522 |
|
|
|
— |
|
|
|
103,750 |
|
Equity in earnings of
subsidiaries
|
|
|
84,173 |
|
|
|
51,134 |
|
|
|
988 |
|
|
|
(136,295 |
) |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings
|
|
$ |
103,750 |
|
|
$ |
77,785 |
|
|
$ |
58,510 |
|
|
$ |
(136,295 |
) |
|
$ |
103,750 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended May
31, 2011 |
|
|
|
Parent |
|
|
Guarantors |
|
|
Non-
Guarantors
|
|
|
Eliminations |
|
|
Consolidated |
|
Net sales
|
|
$ |
119,206 |
|
|
$ |
388,059 |
|
|
$ |
534,622 |
|
|
$ |
— |
|
|
$ |
1,041,887 |
|
Cost of products
sold
|
|
|
33,838 |
|
|
|
270,580 |
|
|
|
336,551 |
|
|
|
— |
|
|
|
640,969 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
85,368 |
|
|
|
117,479 |
|
|
|
198,071 |
|
|
|
— |
|
|
|
400,918 |
|
Selling, administrative and
engineering expenses
|
|
|
64,024 |
|
|
|
72,765 |
|
|
|
107,664 |
|
|
|
— |
|
|
|
244,453 |
|
Amortization of intangible
assets
|
|
|
— |
|
|
|
11,401 |
|
|
|
8,445 |
|
|
|
— |
|
|
|
19,846 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating profit
|
|
|
21,344 |
|
|
|
33,313 |
|
|
|
81,962 |
|
|
|
— |
|
|
|
136,619 |
|
Financing costs,
net
|
|
|
23,640 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
23,640 |
|
Intercompany expense
(income), net
|
|
|
(8,412 |
) |
|
|
12,479 |
|
|
|
(4,067 |
) |
|
|
— |
|
|
|
— |
|
Other expense (income),
net
|
|
|
(4,324 |
) |
|
|
162 |
|
|
|
5,438 |
|
|
|
— |
|
|
|
1,276 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings from continuing
operations before income tax expense
|
|
|
10,440 |
|
|
|
20,672 |
|
|
|
80,591 |
|
|
|
— |
|
|
|
111,703 |
|
Income tax
expense
|
|
|
2,374 |
|
|
|
4,608 |
|
|
|
17,558 |
|
|
|
— |
|
|
|
24,540 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings from
continuing operations before equity in earnings of
subsidiaries
|
|
|
8,066 |
|
|
|
16,064 |
|
|
|
63,033 |
|
|
|
— |
|
|
|
87,163 |
|
Equity in earnings of
subsidiaries
|
|
|
76,864 |
|
|
|
51,780 |
|
|
|
3,429 |
|
|
|
(132,073 |
) |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings from continuing
operations
|
|
|
84,930 |
|
|
|
67,844 |
|
|
|
66,462 |
|
|
|
(132,073 |
) |
|
|
87,163 |
|
Loss from discontinued
operations, net of income taxes
|
|
|
(14,753 |
) |
|
|
— |
|
|
|
(2,233 |
) |
|
|
— |
|
|
|
(16,986 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings
|
|
$ |
70,177 |
|
|
$ |
67,844 |
|
|
$ |
64,229 |
|
|
$ |
(132,073 |
) |
|
$ |
70,177 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONDENSED
CONSOLIDATING BALANCE SHEETS
(In
thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
May 31,
2012 |
|
|
|
Parent |
|
|
Guarantors |
|
|
Non-
Guarantors
|
|
|
Eliminations |
|
|
Consolidated |
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets
|
|
$ |
83,779 |
|
|
$ |
159,031 |
|
|
$ |
332,481 |
|
|
$ |
— |
|
|
$ |
575,291 |
|
Property, plant &
equipment, net
|
|
|
6,684 |
|
|
|
33,251 |
|
|
|
76,030 |
|
|
|
— |
|
|
|
115,965 |
|
Goodwill
|
|
|
62,543 |
|
|
|
433,193 |
|
|
|
377,946 |
|
|
|
— |
|
|
|
873,682 |
|
Other intangibles,
net
|
|
|
14,857 |
|
|
|
206,925 |
|
|
|
232,578 |
|
|
|
— |
|
|
|
454,360 |
|
Intercompany
receivable
|
|
|
— |
|
|
|
399,007 |
|
|
|
281,587 |
|
|
|
(680,594 |
) |
|
|
— |
|
Investment in
subsidiaries
|
|
|
1,884,934 |
|
|
|
440,620 |
|
|
|
120,266 |
|
|
|
(2,445,820 |
) |
|
|
— |
|
Other long-term
assets
|
|
|
12,490 |
|
|
|
22 |
|
|
|
2,299 |
|
|
|
— |
|
|
|
14,811 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$ |
2,065,287 |
|
|
$ |
1,672,049 |
|
|
$ |
1,423,187 |
|
|
$ |
(3,126,414 |
) |
|
$ |
2,034,109 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES &
SHAREHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
liabilities
|
|
$ |
90,009 |
|
|
$ |
63,592 |
|
|
$ |
172,161 |
|
|
$ |
— |
|
|
$ |
325,762 |
|
Long-term debt
|
|
|
392,500 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
392,500 |
|
Deferred income
taxes
|
|
|
92,126 |
|
|
|
— |
|
|
|
41,493 |
|
|
|
— |
|
|
|
133,619 |
|
Pension and post-retirement
benefit liabilities
|
|
|
16,119 |
|
|
|
— |
|
|
|
2,052 |
|
|
|
— |
|
|
|
18,171 |
|
Other long-term
liabilities
|
|
|
59,234 |
|
|
|
660 |
|
|
|
26,878 |
|
|
|
— |
|
|
|
86,772 |
|
Intercompany
payable
|
|
|
338,014 |
|
|
|
— |
|
|
|
342,580 |
|
|
|
(680,594 |
) |
|
|
— |
|
Shareholders’
equity
|
|
|
1,077,285 |
|
|
|
1,607,797 |
|
|
|
838,023 |
|
|
|
(2,445,820 |
) |
|
|
1,077,285 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and
shareholders’ equity
|
|
$ |
2,065,287 |
|
|
$ |
1,672,049 |
|
|
$ |
1,423,187 |
|
|
$ |
(3,126,414 |
) |
|
$ |
2,034,109 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
|
|
|
288,701 |
|
|
|
(565,858 |
) |
|
|
— |
|
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 |
|
|
$ |
1,390,889 |
|
|
$ |
(2,872,601 |
) |
|
$ |
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 |
|
|
|
— |
|
|
|
242,931 |
|
|
|
(565,858 |
) |
|
|
— |
|
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 |
|
|
$ |
1,390,889 |
|
|
$ |
(2,872,601 |
) |
|
$ |
2,056,681 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONDENSED
CONSOLIDATING STATEMENTS OF CASH FLOWS
(In
thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended
May 31, 2012 |
|
|
|
Parent |
|
|
Guarantors |
|
|
Non-
Guarantors
|
|
|
Eliminations |
|
|
Consolidated |
|
Operating
Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by
operating activities
|
|
$ |
56,851 |
|
|
$ |
13,659 |
|
|
$ |
58,804 |
|
|
$ |
— |
|
|
$ |
129,314 |
|
Investing
Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from sale of
property, plant and equipment
|
|
|
2,100 |
|
|
|
137 |
|
|
|
6,249 |
|
|
|
— |
|
|
|
8,486 |
|
Capital
expenditures
|
|
|
(4,367 |
) |
|
|
(2,797 |
) |
|
|
(10,327 |
) |
|
|
— |
|
|
|
(17,491 |
) |
Business acquisitions, net
of cash acquired
|
|
|
(290 |
) |
|
|
— |
|
|
|
(29,444 |
) |
|
|
— |
|
|
|
(29,734 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash used in investing
activities
|
|
|
(2,557 |
) |
|
|
(2,660 |
) |
|
|
(33,522 |
) |
|
|
— |
|
|
|
(38,739 |
) |
Financing
Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net repayments on revolving
credit facilities
|
|
|
(57,990 |
) |
|
|
— |
|
|
|
(177 |
) |
|
|
— |
|
|
|
(58,167 |
) |
Intercompany loan
activity
|
|
|
(2,947 |
) |
|
|
(10,999 |
) |
|
|
13,946 |
|
|
|
— |
|
|
|
— |
|
Principal repayments on
term loan
|
|
|
(1,250 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(1,250 |
) |
Repurchases of 2%
Convertible Notes
|
|
|
(102 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(102 |
) |
Proceeds on 5.625% Senior
Note issuance
|
|
|
300,000 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
300,000 |
|
Redemption of 6.875% Senior
Notes
|
|
|
(250,000 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(250,000 |
) |
Debt issuance
costs
|
|
|
(5,340 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(5,340 |
) |
Purchase of treasury
shares
|
|
|
(39,282 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(39,282 |
) |
Stock option exercises and
related tax benefits
|
|
|
6,392 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
6,392 |
|
Cash dividends
|
|
|
(2,748 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(2,748 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash (used in) provided by
financing activities
|
|
|
(53,267 |
) |
|
|
(10,999 |
) |
|
|
13,769 |
|
|
|
— |
|
|
|
(50,497 |
) |
Effect of exchange rate
changes on cash
|
|
|
— |
|
|
|
— |
|
|
|
(4,150 |
) |
|
|
— |
|
|
|
(4,150 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase in cash and
cash equivalents
|
|
|
1,027 |
|
|
|
— |
|
|
|
34,901 |
|
|
|
— |
|
|
|
35,928 |
|
Cash and cash
equivalents—beginning of period
|
|
|
872 |
|
|
|
— |
|
|
|
43,349 |
|
|
|
— |
|
|
|
44,221 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash
equivalents—end of period
|
|
$ |
1,899 |
|
|
$ |
— |
|
|
$ |
78,250 |
|
|
$ |
— |
|
|
$ |
80,149 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONDENSED
CONSOLIDATING STATEMENTS OF CASH FLOWS
(In
thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended
May 31, 2011 |
|
|
|
Parent |
|
|
Guarantors |
|
|
Non-
Guarantors
|
|
|
Eliminations |
|
|
Consolidated |
|
Operating
Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used
in) operating activities
|
|
$ |
15,423 |
|
|
$ |
(2,123 |
) |
|
$ |
83,331 |
|
|
$ |
(1,533 |
) |
|
$ |
95,098 |
|
Investing
Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from sale of
property, plant and equipment
|
|
|
— |
|
|
|
191 |
|
|
|
168 |
|
|
|
— |
|
|
|
359 |
|
Proceeds from sale of
businesses, net of transaction costs
|
|
|
— |
|
|
|
— |
|
|
|
3,463 |
|
|
|
— |
|
|
|
3,463 |
|
Capital
expenditures
|
|
|
(3,354 |
) |
|
|
(3,537 |
) |
|
|
(7,952 |
) |
|
|
— |
|
|
|
(14,843 |
) |
Business acquisitions, net
of cash acquired
|
|
|
— |
|
|
|
(350 |
) |
|
|
(159,697 |
) |
|
|
— |
|
|
|
(160,047 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash used in investing
activities
|
|
|
(3,354 |
) |
|
|
(3,696 |
) |
|
|
(164,018 |
) |
|
|
— |
|
|
|
(171,068 |
) |
Financing
Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net borrowings on revolving
credit facilities
|
|
|
— |
|
|
|
— |
|
|
|
14 |
|
|
|
— |
|
|
|
14 |
|
Issuance of term
loans
|
|
|
100,000 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
100,000 |
|
Intercompany loan
activity
|
|
|
(95,141 |
) |
|
|
5,819 |
|
|
|
89,322 |
|
|
|
— |
|
|
|
— |
|
Repurchases of 2%
Convertible Notes
|
|
|
(34 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(34 |
) |
Debt issuance
costs
|
|
|
(5,197 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(5,197 |
) |
Stock option exercises and
related tax benefits
|
|
|
7,285 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
7,285 |
|
Cash dividends
|
|
|
(2,716 |
) |
|
|
— |
|
|
|
(1,533 |
) |
|
|
1,533 |
|
|
|
(2,716 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash provided by financing
activities
|
|
|
4,197 |
|
|
|
5,819 |
|
|
|
87,803 |
|
|
|
1,533 |
|
|
|
99,352 |
|
Effect of exchange rate
changes on cash
|
|
|
— |
|
|
|
— |
|
|
|
4,695 |
|
|
|
— |
|
|
|
4,695 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase in cash and
cash equivalents
|
|
|
16,266 |
|
|
|
— |
|
|
|
11,811 |
|
|
|
— |
|
|
|
28,077 |
|
Cash and cash
equivalents—beginning of period
|
|
|
5,055 |
|
|
|
— |
|
|
|
35,167 |
|
|
|
— |
|
|
|
40,222 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash
equivalents—end of period
|
|
$ |
21,321 |
|
|
$ |
— |
|
|
$ |
46,978 |
|
|
$ |
— |
|
|
$ |
68,299 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|