| Guarantor Subsidiaries |
Guarantor Subsidiaries
On April 16, 2012, Actuant Corporation (the “Parent”) issued $300.0 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) 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. 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)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended August 31, 2013 |
|
|
Parent |
|
Guarantors |
|
Non-Guarantors |
|
Eliminations |
|
Consolidated |
Net sales |
|
$ |
196,531 |
|
|
$ |
293,884 |
|
|
$ |
789,327 |
|
|
$ |
— |
|
|
$ |
1,279,742 |
|
Cost of products sold |
|
65,178 |
|
|
201,704 |
|
|
505,910 |
|
|
— |
|
|
772,792 |
|
Gross profit |
|
131,353 |
|
|
92,180 |
|
|
283,417 |
|
|
— |
|
|
506,950 |
|
Selling, administrative and engineering expenses |
|
69,734 |
|
|
59,358 |
|
|
164,774 |
|
|
— |
|
|
293,866 |
|
Amortization of intangible assets |
|
1,276 |
|
|
10,481 |
|
|
11,182 |
|
|
— |
|
|
22,939 |
|
Operating profit |
|
60,343 |
|
|
22,341 |
|
|
107,461 |
|
|
— |
|
|
190,145 |
|
Financing costs, net |
|
25,270 |
|
|
9 |
|
|
(442 |
) |
|
— |
|
|
24,837 |
|
Intercompany expense (income), net |
|
(21,041 |
) |
|
1,082 |
|
|
19,959 |
|
|
— |
|
|
— |
|
Other expense (income), net |
|
(2,105 |
) |
|
(571 |
) |
|
5,035 |
|
|
— |
|
|
2,359 |
|
Earnings from continuing operations before income tax expense |
|
58,219 |
|
|
21,821 |
|
|
82,909 |
|
|
— |
|
|
162,949 |
|
Income tax expense (benefit) |
|
(798 |
) |
|
2,009 |
|
|
14,161 |
|
|
— |
|
|
15,372 |
|
Net earnings before equity in earnings (loss) of subsidiaries |
|
59,017 |
|
|
19,812 |
|
|
68,748 |
|
|
— |
|
|
147,577 |
|
Equity in earnings (loss) of subsidiaries |
|
(26,527 |
) |
|
7,822 |
|
|
2,173 |
|
|
16,532 |
|
|
— |
|
Earnings from continuing operations |
|
32,490 |
|
|
27,634 |
|
|
70,921 |
|
|
16,532 |
|
|
147,577 |
|
Loss from discontinued operations |
|
(2,442 |
) |
|
(76,634 |
) |
|
(38,453 |
) |
|
— |
|
|
(117,529 |
) |
Net earnings (loss) |
|
$ |
30,048 |
|
|
$ |
(49,000 |
) |
|
$ |
32,468 |
|
|
$ |
16,532 |
|
|
$ |
30,048 |
|
Comprehensive income (loss) |
|
$ |
30,860 |
|
|
$ |
(48,416 |
) |
|
$ |
31,099 |
|
|
$ |
17,317 |
|
|
$ |
30,860 |
|
CONDENSED CONSOLIDATING STATEMENTS OF EARNINGS
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended August 31, 2012 |
|
|
Parent |
|
Guarantors |
|
Non-Guarantors |
|
Eliminations |
|
Consolidated |
Net sales |
|
$ |
206,894 |
|
|
$ |
328,295 |
|
|
$ |
741,332 |
|
|
$ |
— |
|
|
$ |
1,276,521 |
|
Cost of products sold |
|
69,902 |
|
|
220,271 |
|
|
474,888 |
|
|
— |
|
|
765,061 |
|
Gross profit |
|
136,992 |
|
|
108,024 |
|
|
266,444 |
|
|
— |
|
|
511,460 |
|
Selling, administrative and engineering expenses |
|
79,742 |
|
|
61,113 |
|
|
144,065 |
|
|
— |
|
|
284,920 |
|
Amortization of intangible assets |
|
1,341 |
|
|
10,515 |
|
|
10,170 |
|
|
— |
|
|
22,026 |
|
Operating profit |
|
55,909 |
|
|
36,396 |
|
|
112,209 |
|
|
— |
|
|
204,514 |
|
Financing costs, net |
|
29,983 |
|
|
(14 |
) |
|
(408 |
) |
|
— |
|
|
29,561 |
|
Debt refinancing costs |
|
16,830 |
|
|
— |
|
|
— |
|
|
— |
|
|
16,830 |
|
Intercompany expense (income), net |
|
(32,185 |
) |
|
6,281 |
|
|
25,904 |
|
|
— |
|
|
— |
|
Other expense, net |
|
1,351 |
|
|
1,992 |
|
|
150 |
|
|
— |
|
|
3,493 |
|
Earnings from continuing operations before income tax expense |
|
39,930 |
|
|
28,137 |
|
|
86,563 |
|
|
— |
|
|
154,630 |
|
Income tax expense |
|
6,700 |
|
|
4,677 |
|
|
17,977 |
|
|
— |
|
|
29,354 |
|
Net earnings before equity in earnings of subsidiaries |
|
33,230 |
|
|
23,460 |
|
|
68,586 |
|
|
— |
|
|
125,276 |
|
Equity in earnings of subsidiaries |
|
56,407 |
|
|
14,373 |
|
|
1,649 |
|
|
(72,429 |
) |
|
— |
|
Earnings from continuing operations |
|
89,637 |
|
|
37,833 |
|
|
70,235 |
|
|
(72,429 |
) |
|
125,276 |
|
(Loss) earnings from discontinued operations |
|
(2,347 |
) |
|
11,373 |
|
|
(47,012 |
) |
|
— |
|
|
(37,986 |
) |
Net earnings |
|
$ |
87,290 |
|
|
$ |
49,206 |
|
|
$ |
23,223 |
|
|
$ |
(72,429 |
) |
|
$ |
87,290 |
|
Comprehensive income |
|
$ |
35,497 |
|
|
$ |
24,934 |
|
|
$ |
6,064 |
|
|
$ |
(30,998 |
) |
|
$ |
35,497 |
|
CONDENSED CONSOLIDATING STATEMENTS OF EARNINGS
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended August 31, 2011 |
|
|
Parent |
|
Guarantors |
|
Non-Guarantors |
|
Eliminations |
|
Consolidated |
Net sales |
|
$ |
170,094 |
|
|
$ |
302,911 |
|
|
$ |
686,305 |
|
|
$ |
— |
|
|
$ |
1,159,310 |
|
Cost of products sold |
|
55,256 |
|
|
200,332 |
|
|
438,920 |
|
|
— |
|
|
694,508 |
|
Gross profit |
|
114,838 |
|
|
102,579 |
|
|
247,385 |
|
|
— |
|
|
464,802 |
|
Selling, administrative and engineering expenses |
|
87,333 |
|
|
57,288 |
|
|
125,771 |
|
|
— |
|
|
270,392 |
|
Amortization of intangible assets |
|
335 |
|
|
12,060 |
|
|
9,128 |
|
|
— |
|
|
21,523 |
|
Operating profit |
|
27,170 |
|
|
33,231 |
|
|
112,486 |
|
|
— |
|
|
172,887 |
|
Financing costs, net |
|
31,912 |
|
|
(1 |
) |
|
208 |
|
|
— |
|
|
32,119 |
|
Intercompany expense (income), net |
|
(16,924 |
) |
|
14,670 |
|
|
2,254 |
|
|
— |
|
|
— |
|
Other expense (income), net |
|
(4,519 |
) |
|
112 |
|
|
7,154 |
|
|
— |
|
|
2,747 |
|
Earnings from continuing operations before income tax expense |
|
16,701 |
|
|
18,450 |
|
|
102,870 |
|
|
— |
|
|
138,021 |
|
Income tax expense |
|
4,148 |
|
|
2,680 |
|
|
21,005 |
|
|
— |
|
|
27,833 |
|
Net earnings before equity in earnings of subsidiaries |
|
12,553 |
|
|
15,770 |
|
|
81,865 |
|
|
— |
|
|
110,188 |
|
Equity in earnings of subsidiaries |
|
112,364 |
|
|
77,395 |
|
|
6,261 |
|
|
(196,020 |
) |
|
— |
|
Earnings from continuing operations |
|
124,917 |
|
|
93,165 |
|
|
88,126 |
|
|
(196,020 |
) |
|
110,188 |
|
(Loss) earnings from discontinuing operations |
|
(13,358 |
) |
|
8,881 |
|
|
5,848 |
|
|
— |
|
|
1,371 |
|
Net earnings |
|
$ |
111,559 |
|
|
$ |
102,046 |
|
|
$ |
93,974 |
|
|
$ |
(196,020 |
) |
|
$ |
111,559 |
|
Comprehensive income |
|
$ |
160,985 |
|
|
$ |
130,503 |
|
|
$ |
106,875 |
|
|
$ |
(237,378 |
) |
|
$ |
160,985 |
|
CONDENSED CONSOLIDATING BALANCE SHEETS
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
August 31, 2013 |
|
|
Parent |
|
Guarantors |
|
Non-Guarantors |
|
Eliminations |
|
Consolidated |
ASSETS |
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
16,122 |
|
|
$ |
— |
|
|
$ |
87,864 |
|
|
$ |
— |
|
|
$ |
103,986 |
|
Accounts receivable, net |
|
20,471 |
|
|
40,343 |
|
|
158,261 |
|
|
— |
|
|
219,075 |
|
Inventories, net |
|
27,343 |
|
|
38,948 |
|
|
76,258 |
|
|
— |
|
|
142,549 |
|
Deferred income taxes |
|
13,002 |
|
|
— |
|
|
5,794 |
|
|
— |
|
|
18,796 |
|
Prepaid expenses and other current assets |
|
7,454 |
|
|
963 |
|
|
19,811 |
|
|
— |
|
|
28,228 |
|
Assets of discontinued operations |
|
— |
|
|
192,129 |
|
|
80,477 |
|
|
— |
|
|
272,606 |
|
Total current assets |
|
84,392 |
|
|
272,383 |
|
|
428,465 |
|
|
— |
|
|
785,240 |
|
Property, plant & equipment, net |
|
7,050 |
|
|
22,801 |
|
|
171,645 |
|
|
— |
|
|
201,496 |
|
Goodwill |
|
62,543 |
|
|
264,502 |
|
|
407,907 |
|
|
— |
|
|
734,952 |
|
Other intangibles, net |
|
13,247 |
|
|
141,258 |
|
|
222,187 |
|
|
— |
|
|
376,692 |
|
Intercompany receivable |
|
— |
|
|
480,633 |
|
|
360,620 |
|
|
(841,253 |
) |
|
— |
|
Investment in subsidiaries |
|
2,086,534 |
|
|
201,779 |
|
|
96,333 |
|
|
(2,384,646 |
) |
|
— |
|
Other long-term assets |
|
12,654 |
|
|
22 |
|
|
8,276 |
|
|
— |
|
|
20,952 |
|
Total assets |
|
$ |
2,266,420 |
|
|
$ |
1,383,378 |
|
|
$ |
1,695,433 |
|
|
$ |
(3,225,899 |
) |
|
$ |
2,119,332 |
|
LIABILITIES & SHAREHOLDERS’ EQUITY |
|
|
|
|
|
|
|
|
|
|
Trade accounts payable |
|
$ |
22,194 |
|
|
$ |
30,637 |
|
|
$ |
101,218 |
|
|
$ |
— |
|
|
$ |
154,049 |
|
Accrued compensation and benefits |
|
13,835 |
|
|
2,716 |
|
|
27,249 |
|
|
— |
|
|
43,800 |
|
Income taxes payable |
|
8,135 |
|
|
— |
|
|
5,879 |
|
|
— |
|
|
14,014 |
|
Other current liabilities |
|
21,268 |
|
|
4,630 |
|
|
31,001 |
|
|
— |
|
|
56,899 |
|
Liabilities of discontinued operations |
|
— |
|
|
23,466 |
|
|
29,614 |
|
|
— |
|
|
53,080 |
|
Total current liabilities |
|
65,432 |
|
|
61,449 |
|
|
194,961 |
|
|
— |
|
|
321,842 |
|
Long-term debt |
|
515,000 |
|
|
— |
|
|
— |
|
|
— |
|
|
515,000 |
|
Deferred income taxes |
|
64,358 |
|
|
— |
|
|
51,507 |
|
|
— |
|
|
115,865 |
|
Pension and post-retirement benefit liabilities |
|
16,267 |
|
|
— |
|
|
4,431 |
|
|
— |
|
|
20,698 |
|
Other long-term liabilities |
|
51,479 |
|
|
390 |
|
|
13,791 |
|
|
— |
|
|
65,660 |
|
Intercompany payable |
|
473,617 |
|
|
— |
|
|
367,636 |
|
|
(841,253 |
) |
|
— |
|
Shareholders’ equity |
|
1,080,267 |
|
|
1,321,539 |
|
|
1,063,107 |
|
|
(2,384,646 |
) |
|
1,080,267 |
|
Total liabilities and shareholders’ equity |
|
$ |
2,266,420 |
|
|
$ |
1,383,378 |
|
|
$ |
1,695,433 |
|
|
$ |
(3,225,899 |
) |
|
$ |
2,119,332 |
|
CONDENSED CONSOLIDATING BALANCE SHEETS
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
August 31, 2012 |
|
|
Parent |
|
Guarantors |
|
Non-Guarantors |
|
Eliminations |
|
Consolidated |
ASSETS |
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
12,401 |
|
|
$ |
91 |
|
|
$ |
55,692 |
|
|
$ |
— |
|
|
$ |
68,184 |
|
Accounts receivable, net |
|
20,401 |
|
|
74,006 |
|
|
140,349 |
|
|
— |
|
|
234,756 |
|
Inventories, net |
|
29,658 |
|
|
75,905 |
|
|
106,127 |
|
|
— |
|
|
211,690 |
|
Deferred income taxes |
|
17,942 |
|
|
— |
|
|
4,641 |
|
|
— |
|
|
22,583 |
|
Prepaid expenses and other current assets |
|
8,157 |
|
|
1,166 |
|
|
14,745 |
|
|
— |
|
|
24,068 |
|
Total 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 |
|
Intercompany receivable |
|
— |
|
|
418,253 |
|
|
307,282 |
|
|
(725,535 |
) |
|
— |
|
Investment in subsidiaries |
|
1,886,478 |
|
|
250,738 |
|
|
90,770 |
|
|
(2,227,986 |
) |
|
— |
|
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 |
|
|
|
|
|
|
|
|
|
|
Trade accounts payable |
|
$ |
21,722 |
|
|
$ |
44,893 |
|
|
$ |
108,131 |
|
|
$ |
— |
|
|
$ |
174,746 |
|
Accrued compensation and benefits |
|
23,459 |
|
|
6,646 |
|
|
28,712 |
|
|
— |
|
|
58,817 |
|
Income taxes payable |
|
3,129 |
|
|
— |
|
|
2,649 |
|
|
— |
|
|
5,778 |
|
Current maturities of debt |
|
7,500 |
|
|
— |
|
|
— |
|
|
— |
|
|
7,500 |
|
Other current liabilities |
|
20,876 |
|
|
11,566 |
|
|
39,723 |
|
|
— |
|
|
72,165 |
|
Total 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)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended August 31, 2013 |
|
|
Parent |
|
Guarantors |
|
Non-Guarantors |
|
Eliminations |
|
Consolidated |
Operating Activities |
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
$ |
81,597 |
|
|
$ |
26,095 |
|
|
$ |
86,097 |
|
|
$ |
— |
|
|
$ |
193,789 |
|
Investing Activities |
|
|
|
|
|
|
|
|
|
|
Proceeds from sale of property, plant & equipment |
|
563 |
|
|
206 |
|
|
852 |
|
|
— |
|
|
1,621 |
|
Proceeds from sale of business |
|
— |
|
|
— |
|
|
4,854 |
|
|
— |
|
|
4,854 |
|
Capital expenditures |
|
(2,022 |
) |
|
(4,021 |
) |
|
(17,625 |
) |
|
— |
|
|
(23,668 |
) |
Business acquisitions, net of cash acquired |
|
— |
|
|
— |
|
|
(235,489 |
) |
|
— |
|
|
(235,489 |
) |
Cash used in investing activities |
|
(1,459 |
) |
|
(3,815 |
) |
|
(247,408 |
) |
|
— |
|
|
(252,682 |
) |
Financing Activities |
|
|
|
|
|
|
|
|
|
|
Net borrowings on revolving credit facilities |
|
125,000 |
|
|
— |
|
|
— |
|
|
— |
|
|
125,000 |
|
Intercompany loan activity |
|
(179,050 |
) |
|
(22,371 |
) |
|
201,421 |
|
|
— |
|
|
— |
|
Principal repayment on term loans |
|
(7,500 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(7,500 |
) |
Payment of deferred acquisition consideration |
|
(1,350 |
) |
|
— |
|
|
(4,028 |
) |
|
— |
|
|
(5,378 |
) |
Debt issuance costs |
|
(2,035 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(2,035 |
) |
Purchase of treasury shares |
|
(41,832 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(41,832 |
) |
Stock option exercises and related tax benefits |
|
33,261 |
|
|
— |
|
|
— |
|
|
— |
|
|
33,261 |
|
Cash dividend |
|
(2,911 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(2,911 |
) |
Cash provided (used in) financing activities |
|
(76,417 |
) |
|
(22,371 |
) |
|
197,393 |
|
|
— |
|
|
98,605 |
|
Effect of exchange rate changes on cash |
|
— |
|
|
— |
|
|
(3,910 |
) |
|
— |
|
|
(3,910 |
) |
Net increase (decrease) in cash and cash equivalents |
|
3,721 |
|
|
(91 |
) |
|
32,172 |
|
|
— |
|
|
35,802 |
|
Cash and cash equivalents—beginning of year |
|
12,401 |
|
|
91 |
|
|
55,692 |
|
|
— |
|
|
68,184 |
|
Cash and cash equivalents—end of year |
|
$ |
16,122 |
|
|
$ |
— |
|
|
$ |
87,864 |
|
|
$ |
— |
|
|
$ |
103,986 |
|
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended August 31, 2012 |
|
|
Parent |
|
Guarantors |
|
Non-Guarantors |
|
Eliminations |
|
Consolidated |
Operating Activities |
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
$ |
97,454 |
|
|
$ |
20,363 |
|
|
$ |
64,512 |
|
|
$ |
— |
|
|
$ |
182,329 |
|
Investing Activities |
|
|
|
|
|
|
|
|
|
|
Proceeds from sale of property, plant & equipment |
|
1,909 |
|
|
353 |
|
|
6,239 |
|
|
— |
|
|
8,501 |
|
Capital expenditures |
|
(5,062 |
) |
|
(4,069 |
) |
|
(13,609 |
) |
|
— |
|
|
(22,740 |
) |
Business acquisitions, net of cash acquired |
|
— |
|
|
— |
|
|
(69,309 |
) |
|
— |
|
|
(69,309 |
) |
Cash used in investing activities |
|
(3,153 |
) |
|
(3,716 |
) |
|
(76,679 |
) |
|
— |
|
|
(83,548 |
) |
Financing Activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net repayments on revolving credit facilities |
|
(57,990 |
) |
|
— |
|
|
(177 |
) |
|
— |
|
|
(58,167 |
) |
Intercompany loan activity |
|
(11,482 |
) |
|
(16,556 |
) |
|
28,038 |
|
|
— |
|
|
— |
|
Principal repayment on term loans |
|
(2,500 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(2,500 |
) |
Repurchases of 2% Convertible Notes |
|
(102 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(102 |
) |
Proceeds from issuance of 5.625% Senior Notes |
|
300,000 |
|
|
— |
|
|
— |
|
|
— |
|
|
300,000 |
|
Redemption of 6.875% Senior Notes |
|
(250,000 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(250,000 |
) |
Payment of deferred acquisition consideration |
|
(290 |
) |
|
— |
|
|
(668 |
) |
|
— |
|
|
(958 |
) |
Debt issuance costs |
|
(5,490 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(5,490 |
) |
Purchase of treasury shares |
|
(63,083 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(63,083 |
) |
Stock option exercises and related tax benefits |
|
10,913 |
|
|
— |
|
|
— |
|
|
— |
|
|
10,913 |
|
Cash dividend |
|
(2,748 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(2,748 |
) |
Cash provided (used in) financing activities |
|
(82,772 |
) |
|
(16,556 |
) |
|
27,193 |
|
|
— |
|
|
(72,135 |
) |
Effect of exchange rate changes on cash |
|
— |
|
|
— |
|
|
(2,683 |
) |
|
— |
|
|
(2,683 |
) |
Net increase in cash and cash equivalents |
|
11,529 |
|
|
91 |
|
|
12,343 |
|
|
— |
|
|
23,963 |
|
Cash and cash equivalents—beginning of year |
|
872 |
|
|
— |
|
|
43,349 |
|
|
— |
|
|
44,221 |
|
Cash and cash equivalents—end of year |
|
$ |
12,401 |
|
|
$ |
91 |
|
|
$ |
55,692 |
|
|
$ |
— |
|
|
$ |
68,184 |
|
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended August 31, 2011 |
|
|
Parent |
|
Guarantors |
|
Non-Guarantors |
|
Eliminations |
|
Consolidated |
Operating Activities |
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
$ |
92,573 |
|
|
$ |
3,122 |
|
|
$ |
77,404 |
|
|
$ |
(1,533 |
) |
|
$ |
171,566 |
|
Investing Activities |
|
|
|
|
|
|
|
|
|
|
Proceeds from sale of property, plant & equipment |
|
103 |
|
|
313 |
|
|
1,363 |
|
|
— |
|
|
1,779 |
|
Proceeds from sale of business |
|
— |
|
|
— |
|
|
3,463 |
|
|
— |
|
|
3,463 |
|
Capital expenditures |
|
(5,284 |
) |
|
(4,740 |
) |
|
(13,072 |
) |
|
— |
|
|
(23,096 |
) |
Business acquisitions, net of cash acquired |
|
(153,409 |
) |
|
— |
|
|
(159,697 |
) |
|
— |
|
|
(313,106 |
) |
Cash used in investing activities |
|
(158,590 |
) |
|
(4,427 |
) |
|
(167,943 |
) |
|
— |
|
|
(330,960 |
) |
Financing Activities |
|
|
|
|
|
|
|
|
|
|
Net borrowings on revolving credit facilities |
|
58,000 |
|
|
— |
|
|
204 |
|
|
— |
|
|
58,204 |
|
Proceeds from issuance of term loans |
|
100,000 |
|
|
— |
|
|
— |
|
|
— |
|
|
100,000 |
|
Repurchases of 2% Convertible Notes |
|
(34 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(34 |
) |
Intercompany loan activity |
|
(96,454 |
) |
|
1,655 |
|
|
94,799 |
|
|
— |
|
|
— |
|
Payment of deferred acquisition consideration |
|
— |
|
|
(350 |
) |
|
— |
|
|
— |
|
|
(350 |
) |
Debt issuance costs |
|
(5,197 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(5,197 |
) |
Stock option exercises and related tax benefits |
|
8,235 |
|
|
— |
|
|
— |
|
|
— |
|
|
8,235 |
|
Cash dividend |
|
(2,716 |
) |
|
— |
|
|
(1,533 |
) |
|
1,533 |
|
|
(2,716 |
) |
Cash provided by financing activities |
|
61,834 |
|
|
1,305 |
|
|
93,470 |
|
|
1,533 |
|
|
158,142 |
|
Effect of exchange rate changes on cash |
|
— |
|
|
— |
|
|
5,251 |
|
|
— |
|
|
5,251 |
|
Net increase (decrease) in cash and cash equivalents |
|
(4,183 |
) |
|
— |
|
|
8,182 |
|
|
— |
|
|
3,999 |
|
Cash and cash equivalents—beginning of year |
|
5,055 |
|
|
— |
|
|
35,167 |
|
|
— |
|
|
40,222 |
|
Cash and cash equivalents—end of year |
|
$ |
872 |
|
|
$ |
— |
|
|
$ |
43,349 |
|
|
$ |
— |
|
|
$ |
44,221 |
|
|