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, 2012

Note 12. Guarantor Subsidiaries

As discussed in Note 6, “Debt” on April 16, 2012, Actuant Corporation (the “Parent”) issued $300 million of 5.625% Senior Notes. All of our material domestic wholly owned subsidiaries (the “Guarantors”) fully and unconditionally guarantee (except for certain customary limitations) such debt 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 AND COMPREHENSIVE INCOME

(In thousands)


	Three Months Ended November 30, 2012
	Parent			Guarantors			Non-Guarantors			Eliminations			Consolidated
Net sales	$	45,838		$	124,117		$	207,293		$	—		$	377,248
Cost of products sold		12,408			87,868			129,986			—			230,262

Gross profit		33,430			36,249			77,307			—			146,986
Selling, administrative and engineering expenses		17,453			25,040			45,337			—			87,830
Amortization of intangible assets		321			3,449			4,084			—			7,854

Operating profit		15,656			7,760			27,886			—			51,302
Financing costs, net		6,358			5			(41	)		—			6,322
Intercompany expense (income), net		(7,270	)		1,955			5,315			—			—
Other expense (income), net		(364	)		(316	)		1,044			—			364

Earnings before income tax expense		16,932			6,116			21,568			—			44,616
Income tax expense		3,140			1,134			3,999			—			8,273

Net earnings before equity in earnings of subsidiaries		13,792			4,982			17,569			—			36,343
Equity in earnings of subsidiaries		22,551			17,899			1,024			(41,474	)		—

Net earnings	$	36,343		$	22,881		$	18,593		$	(41,474	)	$	36,343


Comprehensive income	$	48,518		$	28,858		$	26,019		$	(54,877	)	$	48,518


	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 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


Comprehensive income	$	4,788		$	8,339	$	11,321		$	(19,660	)	$	4,788

CONDENSED CONSOLIDATING BALANCE SHEETS

(In thousands)


	November 30, 2012
	Parent		Guarantors		Non-Guarantors		Eliminations			Consolidated
ASSETS
Current assets	$	73,934	$	152,380	$	352,254	$	—		$	578,568
Property, plant & equipment, net		6,890		31,077		79,792		—			117,759
Goodwill		62,543		432,464		376,691		—			871,698
Other intangibles, net		14,201		202,745		223,242		—			440,188
Investment in subsidiaries		1,919,244		265,560		92,319		(2,277,123	)		—
Intercompany receivable		—		425,309		301,844		(727,153	)		—
Other long-term assets		11,835		22		5,386		—			17,243

Total assets	$	2,088,647	$	1,509,557	$	1,431,528	$	(3,004,276	)	$	2,025,456

LIABILITIES & SHAREHOLDERS' EQUITY
Current liabilities	$	61,673	$	54,539	$	173,635	$	—		$	289,847
Long-term debt		387,500		—		—		—			387,500
Deferred income taxes		88,353		—		41,598		—			129,951
Pension and post-retirement benefit liabilities		22,253		—		3,980		—			26,233
Other long-term liabilities		62,308		525		27,094		—			89,927
Intercompany payable		364,562		—		362,591		(727,153	)		—
Shareholders’ equity		1,101,998		1,454,493		822,630		(2,277,123	)		1,101,998

Total liabilities and shareholders’ equity	$	2,088,647	$	1,509,557	$	1,431,528	$	(3,004,276	)	$	2,025,456


	August 31, 2012
	Parent		Guarantors		Non-Guarantors		Eliminations			Consolidated
ASSETS
Current assets	$	88,559	$	151,168	$	321,554	$	—		$	561,281
Property, plant & equipment, net		6,944		31,818		77,122		—			115,884
Goodwill		62,543		433,193		370,676		—			866,412
Other intangibles, net		14,522		206,194		225,168		—			445,884
Investment in subsidiaries		1,886,478		250,738		90,770		(2,227,986	)		—
Intercompany receivable		—		418,253		307,282		(725,535	)		—
Other long-term assets		12,297		22		5,339		—			17,658

Total assets	$	2,071,343	$	1,491,386	$	1,397,911	$	(2,953,521	)	$	2,007,119

LIABILITIES & SHAREHOLDERS' EQUITY
Current liabilities	$	76,686	$	63,105	$	179,215	$	—		$	319,006
Long-term debt		390,000		—		—		—			390,000
Deferred income taxes		91,604		—		41,049		—			132,653
Pension and post-retirement benefit liabilities		22,500		—		3,942		—			26,442
Other long-term liabilities		59,929		620		26,633		—			87,182
Intercompany payable		378,788		—		346,747		(725,535	)		—
Shareholders’ equity		1,051,836		1,427,661		800,325		(2,227,986	)		1,051,836

Total liabilities and shareholders’ equity	$	2,071,343	$	1,491,386	$	1,397,911	$	(2,953,521	)	$	2,007,119

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

(In thousands)


	Three Months Ended November 30, 2012
	Parent			Guarantors			Non-Guarantors			Eliminations		Consolidated
Operating Activities
Net cash provided by (used in) operating activities	$	(658	)	$	4,779		$	8,154		$	—	$	12,275
Investing Activities
Proceeds from sale of property, plant and equipment		571			14			392			—		977
Capital expenditures		(399	)		(1,291	)		(5,999	)		—		(7,689	)
Business acquisitions, net of cash acquired		—			—			(83	)		—		(83	)

Cash provided by (used in) investing activities		172			(1,277	)		(5,690	)		—		(6,795	)
Financing Activities
Principal repayment of term loans		(1,250	)		—			—			—		(1,250	)
Intercompany loan activity		(4,991	)		(3,593	)		8,584			—		—
Purchase of treasury shares		(7,142	)		—			—			—		(7,142	)
Stock option exercises, related tax benefits and other		5,473			—			—			—		5,473
Cash dividend		(2,911	)		—			—			—		(2,911	)

Cash provided by (used in) financing activities		(10,821	)		(3,593	)		8,584			—		(5,830	)
Effect of exchange rate changes on cash		—			—			477			—		477

Net increase (decrease) in cash and cash equivalents		(11,307	)		(91	)		11,525			—		127
Cash and cash equivalents—beginning of period		12,401			91			55,692			—		68,184

Cash and cash equivalents—end of period	$	1,094		$	—		$	67,217		$	—	$	68,311

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 and equipment		—			68			5,850			—		5,918
Capital expenditures		(2,206	)		(571	)		(2,818	)		—		(5,595	)
Business acquistitions, 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 and related tax benefits		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