| Guarantor Subsidiaries |
Note 15. Guarantor Subsidiaries
On April 16, 2012, Actuant Corporation (the “Parent”) issued $300.0 million of 5.625% Senior Notes, of which $288.1 million remains outstanding as of August 31, 2016. All of our material domestic wholly owned subsidiaries (the “Guarantors”) fully and unconditionally guarantee the 5.625% 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.
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, investments 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, non-cash intercompany dividends and the impact of foreign currency rate changes.
During the fourth quarter of fiscal 2015 four non-guarantor wholly-owned subsidiaries were pledged as collateral under the debt agreement, which resulted in a change in entity status from non-guarantor to guarantor. This change was not properly reflected in the guarantor subsidiary footnote in fiscal 2015. In fiscal 2016, the Company corrected the classification of these entities as guarantors and all prior periods were recast to conform to the current guarantor structure. The impact of this change was to increase cash flow from operations of the guarantors by $12.3 million and $1.8 million in fiscal 2015 and 2014, respectively. This change had no impact on consolidated results of operations or financial position.
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.
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended August 31, 2016 |
|
|
Parent |
|
Guarantors |
|
Non-Guarantors |
|
Eliminations |
|
Consolidated |
Net sales |
|
$ |
135,679 |
|
|
$ |
361,209 |
|
|
$ |
652,522 |
|
|
$ |
— |
|
|
$ |
1,149,410 |
|
Cost of products sold |
|
34,576 |
|
|
263,197 |
|
|
448,240 |
|
|
— |
|
|
746,013 |
|
Gross profit |
|
101,103 |
|
|
98,012 |
|
|
204,282 |
|
|
— |
|
|
403,397 |
|
Selling, administrative and engineering expenses |
|
69,677 |
|
|
69,382 |
|
|
135,438 |
|
|
— |
|
|
274,497 |
|
Restructuring charges |
|
2,426 |
|
|
3,455 |
|
|
8,690 |
|
|
— |
|
|
14,571 |
|
Amortization of intangible assets |
|
1,272 |
|
|
13,287 |
|
|
8,384 |
|
|
— |
|
|
22,943 |
|
Loss on product line divestiture |
|
— |
|
|
5,092 |
|
|
— |
|
|
— |
|
|
5,092 |
|
Impairment charges |
|
— |
|
|
49,012 |
|
|
137,499 |
|
|
— |
|
|
186,511 |
|
Operating profit (loss) |
|
27,728 |
|
|
(42,216 |
) |
|
(85,729 |
) |
|
— |
|
|
(100,217 |
) |
Financing costs, net |
|
30,123 |
|
|
— |
|
|
(1,355 |
) |
|
— |
|
|
28,768 |
|
Intercompany (income) expense, net |
|
(20,445 |
) |
|
(9,999 |
) |
|
30,444 |
|
|
— |
|
|
— |
|
Intercompany dividends |
|
— |
|
|
— |
|
|
(5,338 |
) |
|
5,338 |
|
|
— |
|
Other expense, net |
|
914 |
|
|
54 |
|
|
391 |
|
|
— |
|
|
1,359 |
|
Earnings (loss) before income taxes |
|
17,136 |
|
|
(32,271 |
) |
|
(109,871 |
) |
|
(5,338 |
) |
|
(130,344 |
) |
Income tax expense (benefit) |
|
(8,729 |
) |
|
519 |
|
|
(17,046 |
) |
|
86 |
|
|
(25,170 |
) |
Net earnings (loss) before equity in earnings (loss) of subsidiaries |
|
25,865 |
|
|
(32,790 |
) |
|
(92,825 |
) |
|
(5,424 |
) |
|
(105,174 |
) |
Equity in earnings (loss) of subsidiaries |
|
(131,037 |
) |
|
(83,747 |
) |
|
3,024 |
|
|
211,760 |
|
|
— |
|
Net loss |
|
(105,174 |
) |
|
(116,537 |
) |
|
(89,801 |
) |
|
206,336 |
|
|
(105,174 |
) |
Comprehensive loss |
|
$ |
(143,357 |
) |
|
$ |
(157,344 |
) |
|
$ |
(83,802 |
) |
|
$ |
241,146 |
|
|
$ |
(143,357 |
) |
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended August 31, 2015 |
|
|
Parent |
|
Guarantors |
|
Non-Guarantors |
|
Eliminations |
|
Consolidated |
Net sales |
|
$ |
158,836 |
|
|
$ |
385,476 |
|
|
$ |
704,942 |
|
|
$ |
— |
|
|
$ |
1,249,254 |
|
Cost of products sold |
|
40,858 |
|
|
280,081 |
|
|
466,474 |
|
|
— |
|
|
787,413 |
|
Gross profit |
|
117,978 |
|
|
105,395 |
|
|
238,468 |
|
|
— |
|
|
461,841 |
|
Selling, administrative and engineering expenses |
|
74,588 |
|
|
69,041 |
|
|
155,972 |
|
|
— |
|
|
299,601 |
|
Impairment charges |
|
— |
|
|
20,249 |
|
|
64,104 |
|
|
— |
|
|
84,353 |
|
Amortization of intangible assets |
|
1,272 |
|
|
13,061 |
|
|
10,000 |
|
|
— |
|
|
24,333 |
|
Operating profit |
|
42,118 |
|
|
3,044 |
|
|
8,392 |
|
|
— |
|
|
53,554 |
|
Financing costs, net |
|
29,295 |
|
|
— |
|
|
(1,238 |
) |
|
— |
|
|
28,057 |
|
Intercompany (income) expense, net |
|
(19,727 |
) |
|
(8,835 |
) |
|
28,562 |
|
|
— |
|
|
— |
|
Intercompany dividends |
|
(212 |
) |
|
(243 |
) |
|
(10,707 |
) |
|
11,162 |
|
|
— |
|
Other expense (income), net |
|
160 |
|
|
(84 |
) |
|
30 |
|
|
— |
|
|
106 |
|
Earnings before income taxes |
|
32,602 |
|
|
12,206 |
|
|
(8,255 |
) |
|
(11,162 |
) |
|
25,391 |
|
Income tax expense (benefit) |
|
(8,218 |
) |
|
4,056 |
|
|
10,939 |
|
|
(1,258 |
) |
|
5,519 |
|
Net earnings (loss) before equity in earnings (loss) of subsidiaries |
|
40,820 |
|
|
8,150 |
|
|
(19,194 |
) |
|
(9,904 |
) |
|
19,872 |
|
Equity in earnings (loss) of subsidiaries |
|
(20,948 |
) |
|
(1,720 |
) |
|
6,520 |
|
|
16,148 |
|
|
— |
|
Net earnings (loss) |
|
19,872 |
|
|
6,430 |
|
|
(12,674 |
) |
|
6,244 |
|
|
19,872 |
|
Comprehensive loss |
|
$ |
(125,360 |
) |
|
$ |
(10,689 |
) |
|
$ |
(88,431 |
) |
|
$ |
99,120 |
|
|
$ |
(125,360 |
) |
CONDENSED CONSOLIDATING STATEMENTS OF EARNINGS AND COMPREHENSIVE INCOME
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended August 31, 2014 |
|
|
Parent |
|
Guarantors |
|
Non-Guarantors |
|
Eliminations |
|
Consolidated |
Net sales |
|
$ |
195,573 |
|
|
$ |
409,848 |
|
|
$ |
794,441 |
|
|
$ |
— |
|
|
$ |
1,399,862 |
|
Cost of products sold |
|
57,464 |
|
|
290,840 |
|
|
504,686 |
|
|
— |
|
|
852,990 |
|
Gross profit |
|
138,109 |
|
|
119,008 |
|
|
289,755 |
|
|
— |
|
|
546,872 |
|
Selling, administrative and engineering expenses |
|
96,220 |
|
|
54,699 |
|
|
181,174 |
|
|
— |
|
|
332,093 |
|
Loss (gain) on product line divestiture |
|
1,200 |
|
|
(14,695 |
) |
|
— |
|
|
— |
|
|
(13,495 |
) |
Amortization of intangible assets |
|
1,272 |
|
|
12,687 |
|
|
11,207 |
|
|
— |
|
|
25,166 |
|
Operating profit |
|
39,417 |
|
|
66,317 |
|
|
97,374 |
|
|
— |
|
|
203,108 |
|
Financing costs, net |
|
25,611 |
|
|
3 |
|
|
(569 |
) |
|
— |
|
|
25,045 |
|
Intercompany (income) expense, net |
|
(27,601 |
) |
|
(5,760 |
) |
|
33,361 |
|
|
— |
|
|
— |
|
Other expense (income), net |
|
12,716 |
|
|
153 |
|
|
(8,832 |
) |
|
— |
|
|
4,037 |
|
Earnings from continuing operations before income taxes |
|
28,691 |
|
|
71,921 |
|
|
73,414 |
|
|
— |
|
|
174,026 |
|
Income tax expense (benefit) |
|
(16,529 |
) |
|
33,690 |
|
|
15,412 |
|
|
— |
|
|
32,573 |
|
Net earnings from continuing operations before equity in earnings of subsidiaries |
|
45,220 |
|
|
38,231 |
|
|
58,002 |
|
|
— |
|
|
141,453 |
|
Equity in earnings of subsidiaries |
|
139,865 |
|
|
23,297 |
|
|
15,058 |
|
|
(178,220 |
) |
|
— |
|
Earnings from continuing operations |
|
185,085 |
|
|
61,528 |
|
|
73,060 |
|
|
(178,220 |
) |
|
141,453 |
|
Earnings (loss) from discontinued operations |
|
(21,512 |
) |
|
56,494 |
|
|
(12,862 |
) |
|
— |
|
|
22,120 |
|
Net earnings |
|
163,573 |
|
|
118,022 |
|
|
60,198 |
|
|
(178,220 |
) |
|
163,573 |
|
Comprehensive income |
|
$ |
163,825 |
|
|
$ |
132,046 |
|
|
$ |
46,226 |
|
|
$ |
(178,272 |
) |
|
$ |
163,825 |
|
CONDENSED CONSOLIDATING BALANCE SHEETS
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
August 31, 2016 |
|
|
Parent |
|
Guarantors |
|
Non-Guarantors |
|
Eliminations |
|
Consolidated |
ASSETS |
|
|
|
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
7,953 |
|
|
$ |
71 |
|
|
$ |
171,580 |
|
|
$ |
— |
|
|
$ |
179,604 |
|
Accounts receivable, net |
|
13,692 |
|
|
41,715 |
|
|
131,422 |
|
|
— |
|
|
186,829 |
|
Inventories, net |
|
19,897 |
|
|
44,283 |
|
|
66,576 |
|
|
— |
|
|
130,756 |
|
Other current assets |
|
7,754 |
|
|
3,858 |
|
|
33,851 |
|
|
— |
|
|
45,463 |
|
Total current assets |
|
49,296 |
|
|
89,927 |
|
|
403,429 |
|
|
— |
|
|
542,652 |
|
Property, plant & equipment, net |
|
5,927 |
|
|
23,511 |
|
|
84,577 |
|
|
— |
|
|
114,015 |
|
Goodwill |
|
38,847 |
|
|
200,499 |
|
|
279,930 |
|
|
— |
|
|
519,276 |
|
Other intangibles, net |
|
9,429 |
|
|
149,757 |
|
|
80,289 |
|
|
— |
|
|
239,475 |
|
Investment in subsidiaries |
|
1,915,367 |
|
|
578,423 |
|
|
465,736 |
|
|
(2,959,526 |
) |
|
— |
|
Intercompany receivable |
|
— |
|
|
1,159,672 |
|
|
— |
|
|
(1,159,672 |
) |
|
— |
|
Other long-term assets |
|
9,580 |
|
|
10 |
|
|
17,530 |
|
|
— |
|
|
27,120 |
|
Total assets |
|
$ |
2,028,446 |
|
|
$ |
2,201,799 |
|
|
$ |
1,331,491 |
|
|
$ |
(4,119,198 |
) |
|
$ |
1,442,538 |
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES & SHAREHOLDERS' EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
|
|
|
|
Trade accounts payable |
|
$ |
11,529 |
|
|
$ |
20,669 |
|
|
$ |
82,853 |
|
|
$ |
— |
|
|
$ |
115,051 |
|
Accrued compensation and benefits |
|
17,506 |
|
|
5,754 |
|
|
23,641 |
|
|
— |
|
|
46,901 |
|
Current maturities of debt and short-term borrowings |
|
18,750 |
|
|
— |
|
|
— |
|
|
— |
|
|
18,750 |
|
Income taxes payable |
|
1,886 |
|
|
— |
|
|
7,368 |
|
|
— |
|
|
9,254 |
|
Other current liabilities |
|
20,459 |
|
|
6,989 |
|
|
24,508 |
|
|
— |
|
|
51,956 |
|
Total current liabilities |
|
70,130 |
|
|
33,412 |
|
|
138,370 |
|
|
— |
|
|
241,912 |
|
Long-term debt |
|
565,559 |
|
|
— |
|
|
— |
|
|
— |
|
|
565,559 |
|
Deferred income taxes |
|
30,666 |
|
|
— |
|
|
690 |
|
|
— |
|
|
31,356 |
|
Pension and post-retirement benefit liabilities |
|
16,803 |
|
|
— |
|
|
8,864 |
|
|
— |
|
|
25,667 |
|
Other long-term liabilities |
|
47,739 |
|
|
588 |
|
|
8,767 |
|
|
— |
|
|
57,094 |
|
Intercompany payable |
|
776,599 |
|
|
— |
|
|
383,073 |
|
|
(1,159,672 |
) |
|
— |
|
Shareholders’ equity |
|
520,950 |
|
|
2,167,799 |
|
|
791,727 |
|
|
(2,959,526 |
) |
|
520,950 |
|
Total liabilities and shareholders' equity |
|
$ |
2,028,446 |
|
|
$ |
2,201,799 |
|
|
$ |
1,331,491 |
|
|
$ |
(4,119,198 |
) |
|
$ |
1,442,538 |
|
CONDENSED CONSOLIDATING BALANCE SHEETS
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
August 31, 2015 |
ASSETS |
|
Parent |
|
Guarantors |
|
Non-Guarantors |
|
Eliminations |
|
Consolidated |
Current assets |
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
18,688 |
|
|
$ |
567 |
|
|
$ |
149,591 |
|
|
$ |
— |
|
|
$ |
168,846 |
|
Accounts receivable, net |
|
16,135 |
|
|
49,258 |
|
|
127,688 |
|
|
— |
|
|
193,081 |
|
Inventories, net |
|
23,074 |
|
|
55,151 |
|
|
64,527 |
|
|
— |
|
|
142,752 |
|
Deferred income taxes |
|
9,256 |
|
|
— |
|
|
3,666 |
|
|
— |
|
|
12,922 |
|
Other current assets |
|
18,020 |
|
|
4,708 |
|
|
20,060 |
|
|
— |
|
|
42,788 |
|
Total current assets |
|
85,173 |
|
|
109,684 |
|
|
365,532 |
|
|
— |
|
|
560,389 |
|
Property, plant & equipment, net |
|
6,363 |
|
|
33,675 |
|
|
102,420 |
|
|
— |
|
|
142,458 |
|
Goodwill |
|
38,847 |
|
|
318,088 |
|
|
251,321 |
|
|
— |
|
|
608,256 |
|
Other intangibles, net |
|
10,702 |
|
|
173,497 |
|
|
124,563 |
|
|
— |
|
|
308,762 |
|
Investment in subsidiaries |
|
2,067,438 |
|
|
632,581 |
|
|
182,001 |
|
|
(2,882,020 |
) |
|
— |
|
Intercompany receivable |
|
— |
|
|
1,140,030 |
|
|
45,141 |
|
|
(1,185,171 |
) |
|
— |
|
Other long-term assets |
|
10,694 |
|
|
— |
|
|
6,358 |
|
|
— |
|
|
17,052 |
|
Total assets |
|
$ |
2,219,217 |
|
|
$ |
2,407,555 |
|
|
$ |
1,077,336 |
|
|
$ |
(4,067,191 |
) |
|
$ |
1,636,917 |
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES & SHAREHOLDERS' EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
|
|
|
|
Trade accounts payable |
|
$ |
14,700 |
|
|
$ |
27,767 |
|
|
$ |
75,648 |
|
|
$ |
— |
|
|
$ |
118,115 |
|
Accrued compensation and benefits |
|
16,479 |
|
|
3,625 |
|
|
23,603 |
|
|
— |
|
|
43,707 |
|
Income taxes payable |
|
10,947 |
|
|
— |
|
|
3,858 |
|
|
— |
|
|
14,805 |
|
Current maturities of debt and short-term borrowings |
|
3,750 |
|
|
— |
|
|
219 |
|
|
— |
|
|
3,969 |
|
Other current liabilities |
|
19,817 |
|
|
5,807 |
|
|
28,836 |
|
|
— |
|
|
54,460 |
|
Total current liabilities |
|
65,693 |
|
|
37,199 |
|
|
132,164 |
|
|
— |
|
|
235,056 |
|
Long-term debt |
|
584,309 |
|
|
— |
|
|
— |
|
|
— |
|
|
584,309 |
|
Deferred income taxes |
|
43,210 |
|
|
— |
|
|
29,731 |
|
|
— |
|
|
72,941 |
|
Pension and post-retirement benefit liabilities |
|
11,712 |
|
|
— |
|
|
6,116 |
|
|
— |
|
|
17,828 |
|
Other long-term liabilities |
|
46,407 |
|
|
400 |
|
|
6,975 |
|
|
— |
|
|
53,782 |
|
Intercompany payable |
|
794,885 |
|
|
— |
|
|
390,286 |
|
|
(1,185,171 |
) |
|
— |
|
Shareholders’ equity |
|
673,001 |
|
|
2,369,956 |
|
|
512,064 |
|
|
(2,882,020 |
) |
|
673,001 |
|
Total liabilities and shareholders’ equity |
|
$ |
2,219,217 |
|
|
$ |
2,407,555 |
|
|
$ |
1,077,336 |
|
|
$ |
(4,067,191 |
) |
|
$ |
1,636,917 |
|
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended August 31, 2016 |
|
|
Parent |
|
Guarantors |
|
Non-Guarantors |
|
Eliminations |
|
Consolidated |
Operating Activities |
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) operating activities |
|
$ |
58,926 |
|
|
$ |
(1,953 |
) |
|
$ |
66,062 |
|
|
$ |
(5,338 |
) |
|
$ |
117,697 |
|
Investing Activities |
|
|
|
|
|
|
|
|
|
|
Capital expenditures |
|
(2,135 |
) |
|
(6,781 |
) |
|
(11,293 |
) |
|
— |
|
|
(20,209 |
) |
Proceeds from sale of property, plant and equipment |
|
13 |
|
|
7,000 |
|
|
2,283 |
|
|
— |
|
|
9,296 |
|
Intercompany investment |
|
(339 |
) |
|
(3,458 |
) |
|
— |
|
|
3,797 |
|
|
— |
|
Business acquisitions, net of cash acquired |
|
— |
|
|
— |
|
|
(81,916 |
) |
|
— |
|
|
(81,916 |
) |
Proceeds from sale of businesses, net of transaction costs |
|
— |
|
|
9,695 |
|
|
— |
|
|
— |
|
|
9,695 |
|
Cash provided by (used in) investing activities |
|
(2,461 |
) |
|
6,456 |
|
|
(90,926 |
) |
|
3,797 |
|
|
(83,134 |
) |
Financing Activities |
|
|
|
|
|
|
|
|
|
|
Net repayments on revolving credit facility |
|
— |
|
|
— |
|
|
(210 |
) |
|
— |
|
|
(210 |
) |
Principal repayments on term loans |
|
(3,750 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(3,750 |
) |
Purchase of treasury shares |
|
(17,101 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(17,101 |
) |
Taxes paid related to the net share settlement of equity awards |
|
(1,409 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(1,409 |
) |
Stock option exercises, related tax benefits, and other |
|
6,416 |
|
|
— |
|
|
— |
|
|
— |
|
|
6,416 |
|
Cash dividend |
|
(2,376 |
) |
|
(5,338 |
) |
|
— |
|
|
5,338 |
|
|
(2,376 |
) |
Intercompany loan activity |
|
(48,980 |
) |
|
— |
|
|
48,980 |
|
|
— |
|
|
— |
|
Intercompany capital contributions |
|
— |
|
|
339 |
|
|
3,458 |
|
|
(3,797 |
) |
|
— |
|
Cash provided by (used in) financing activities |
|
(67,200 |
) |
|
(4,999 |
) |
|
52,228 |
|
|
1,541 |
|
|
(18,430 |
) |
Effect of exchange rate changes on cash |
|
— |
|
|
— |
|
|
(5,375 |
) |
|
— |
|
|
(5,375 |
) |
Net increase (decrease) in cash and cash equivalents |
|
(10,735 |
) |
|
(496 |
) |
|
21,989 |
|
|
— |
|
|
10,758 |
|
Cash and cash equivalents—beginning of period |
|
18,688 |
|
|
567 |
|
|
149,591 |
|
|
— |
|
|
168,846 |
|
Cash and cash equivalents—end of period |
|
$ |
7,953 |
|
|
$ |
71 |
|
|
$ |
171,580 |
|
|
$ |
— |
|
|
$ |
179,604 |
|
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended August 31, 2015 |
|
|
Parent |
|
Guarantors |
|
Non-Guarantors |
|
Eliminations |
|
Consolidated |
Operating Activities |
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) operating activities |
|
$ |
90,632 |
|
|
$ |
(20,750 |
) |
|
$ |
72,228 |
|
|
$ |
(10,676 |
) |
|
$ |
131,434 |
|
Investing Activities |
|
|
|
|
|
|
|
|
|
|
Capital expenditures |
|
(1,086 |
) |
|
(5,848 |
) |
|
(15,582 |
) |
|
— |
|
|
(22,516 |
) |
Proceeds from sale of property, plant and equipment |
|
— |
|
|
273 |
|
|
971 |
|
|
— |
|
|
1,244 |
|
Intercompany investment |
|
(3,727 |
) |
|
— |
|
|
— |
|
|
3,727 |
|
|
— |
|
Cash used in investing activities |
|
(4,813 |
) |
|
(5,575 |
) |
|
(14,611 |
) |
|
3,727 |
|
|
(21,272 |
) |
Financing Activities |
|
|
|
|
|
|
|
|
|
|
Net borrowings on revolving credit facility |
|
— |
|
|
— |
|
|
220 |
|
|
— |
|
|
220 |
|
Principal repayment on term loan |
|
(3,375 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(3,375 |
) |
Proceeds from term loans |
|
213,375 |
|
|
— |
|
|
— |
|
|
— |
|
|
213,375 |
|
Redemption on 5.625% Senior Notes |
|
(11,941 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(11,941 |
) |
Debt issuance costs |
|
(2,025 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(2,025 |
) |
Purchase of treasury shares |
|
(212,003 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(212,003 |
) |
Taxes paid related to net share settlement of equity awards |
|
(2,466 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(2,466 |
) |
Stock option exercises, related tax benefits and other |
|
5,396 |
|
|
— |
|
|
— |
|
|
— |
|
|
5,396 |
|
Cash dividend |
|
(2,598 |
) |
|
(10,676 |
) |
|
— |
|
|
10,676 |
|
|
(2,598 |
) |
Intercompany loan activity |
|
(79,425 |
) |
|
34,081 |
|
|
45,344 |
|
|
— |
|
|
— |
|
Intercompany capital contributions |
|
— |
|
|
— |
|
|
3,727 |
|
|
(3,727 |
) |
|
— |
|
Cash provided by (used in) financing activities |
|
(95,062 |
) |
|
23,405 |
|
|
49,291 |
|
|
6,949 |
|
|
(15,417 |
) |
Effect of exchange rate changes on cash |
|
— |
|
|
— |
|
|
(34,911 |
) |
|
— |
|
|
(34,911 |
) |
Net increase (decrease) in cash and cash equivalents |
|
(9,243 |
) |
|
(2,920 |
) |
|
71,997 |
|
|
— |
|
|
59,834 |
|
Cash and cash equivalents—beginning of period |
|
27,931 |
|
|
3,487 |
|
|
77,594 |
|
|
— |
|
|
109,012 |
|
Cash and cash equivalents—end of period |
|
$ |
18,688 |
|
|
$ |
567 |
|
|
$ |
149,591 |
|
|
$ |
— |
|
|
$ |
168,846 |
|
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended August 31, 2014 |
|
|
Parent |
|
Guarantors |
|
Non-Guarantors |
|
Eliminations |
|
Consolidated |
Operating Activities |
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) operating activities |
|
$ |
76,870 |
|
|
$ |
(19,156 |
) |
|
$ |
83,182 |
|
|
$ |
(14,716 |
) |
|
$ |
126,180 |
|
Investing Activities |
|
|
|
|
|
|
|
|
|
|
Capital expenditures |
|
(4,498 |
) |
|
(6,397 |
) |
|
(30,962 |
) |
|
— |
|
|
(41,857 |
) |
Proceeds from sale of property, plant and equipment |
|
85 |
|
|
503 |
|
|
43,686 |
|
|
— |
|
|
44,274 |
|
Proceeds from sale of business |
|
(4,586 |
) |
|
250,748 |
|
|
43,428 |
|
|
— |
|
|
289,590 |
|
Business acquisitions, net of cash acquired |
|
(30,500 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(30,500 |
) |
Cash (used in) provided by investing activities |
|
(39,499 |
) |
|
244,854 |
|
|
56,152 |
|
|
— |
|
|
261,507 |
|
Financing Activities |
|
|
|
|
|
|
|
|
|
|
Net repayments on revolving credit facility |
|
(125,000 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(125,000 |
) |
Payment of deferred acquisition consideration |
|
— |
|
|
— |
|
|
(1,585 |
) |
|
— |
|
|
(1,585 |
) |
Purchase of treasury shares |
|
(283,712 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(283,712 |
) |
Taxes paid related to net share settlement of equity awards |
|
(946 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(946 |
) |
Stock option exercises, related tax benefits and other |
|
32,224 |
|
|
— |
|
|
— |
|
|
— |
|
|
32,224 |
|
Cash dividend |
|
(2,919 |
) |
|
— |
|
|
(14,716 |
) |
|
14,716 |
|
|
(2,919 |
) |
Intercompany loan activity |
|
354,791 |
|
|
(222,266 |
) |
|
(132,525 |
) |
|
— |
|
|
— |
|
Cash used in financing activities |
|
(25,562 |
) |
|
(222,266 |
) |
|
(148,826 |
) |
|
14,716 |
|
|
(381,938 |
) |
Effect of exchange rate changes on cash |
|
— |
|
|
— |
|
|
(723 |
) |
|
— |
|
|
(723 |
) |
Net increase (decrease) in cash and cash equivalents |
|
11,809 |
|
|
3,432 |
|
|
(10,215 |
) |
|
— |
|
|
5,026 |
|
Cash and cash equivalents—beginning of period |
|
16,122 |
|
|
(107 |
) |
|
87,971 |
|
|
— |
|
|
103,986 |
|
Cash and cash equivalents—end of period |
|
$ |
27,931 |
|
|
$ |
3,325 |
|
|
$ |
77,756 |
|
|
$ |
— |
|
|
$ |
109,012 |
|
|