Guarantor Subsidiaries |
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, 2015. 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. 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, 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.
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 |
|
|
$ |
268,070 |
|
|
$ |
822,348 |
|
|
$ |
— |
|
|
$ |
1,249,254 |
|
Cost of products sold |
|
40,858 |
|
|
189,251 |
|
|
557,304 |
|
|
— |
|
|
787,413 |
|
Gross profit |
|
117,978 |
|
|
78,819 |
|
|
265,044 |
|
|
— |
|
|
461,841 |
|
Selling, administrative and engineering expenses |
|
74,588 |
|
|
56,054 |
|
|
168,959 |
|
|
— |
|
|
299,601 |
|
Impairment charge |
|
— |
|
|
20,249 |
|
|
64,104 |
|
|
— |
|
|
84,353 |
|
Amortization of intangible assets |
|
1,272 |
|
|
10,594 |
|
|
12,467 |
|
|
— |
|
|
24,333 |
|
Operating profit (loss) |
|
42,118 |
|
|
(8,078 |
) |
|
19,514 |
|
|
— |
|
|
53,554 |
|
Financing costs, net |
|
29,295 |
|
|
— |
|
|
(1,238 |
) |
|
— |
|
|
28,057 |
|
Intercompany expense (income), net |
|
(19,727 |
) |
|
1,432 |
|
|
18,295 |
|
|
— |
|
|
— |
|
Intercompany dividends |
|
(212 |
) |
|
(243 |
) |
|
(31 |
) |
|
486 |
|
|
— |
|
Other expense (income), net |
|
160 |
|
|
(71 |
) |
|
17 |
|
|
— |
|
|
106 |
|
Earnings (loss) before income tax expense (benefit) |
|
32,602 |
|
|
(9,196 |
) |
|
2,471 |
|
|
(486 |
) |
|
25,391 |
|
Income tax expense (benefit) |
|
(8,218 |
) |
|
1,702 |
|
|
12,119 |
|
|
(84 |
) |
|
5,519 |
|
Net earnings (loss) before equity in earnings (loss) of subsidiaries |
|
40,820 |
|
|
(10,898 |
) |
|
(9,648 |
) |
|
(402 |
) |
|
19,872 |
|
Equity in earnings (loss) of subsidiaries |
|
(20,948 |
) |
|
8,466 |
|
|
31 |
|
|
12,451 |
|
|
— |
|
Net earnings (loss) |
|
$ |
19,872 |
|
|
$ |
(2,432 |
) |
|
$ |
(9,617 |
) |
|
$ |
12,049 |
|
|
$ |
19,872 |
|
Comprehensive loss |
|
$ |
(125,360 |
) |
|
$ |
(19,551 |
) |
|
$ |
(85,374 |
) |
|
$ |
104,925 |
|
|
$ |
(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 |
|
|
$ |
315,715 |
|
|
$ |
888,574 |
|
|
$ |
— |
|
|
$ |
1,399,862 |
|
Cost of products sold |
|
57,464 |
|
|
219,750 |
|
|
575,776 |
|
|
— |
|
|
852,990 |
|
Gross profit |
|
138,109 |
|
|
95,965 |
|
|
312,798 |
|
|
— |
|
|
546,872 |
|
Selling, administrative and engineering expenses |
|
96,220 |
|
|
44,102 |
|
|
191,771 |
|
|
— |
|
|
332,093 |
|
Loss (gain) on product line divestiture |
|
1,200 |
|
|
(14,695 |
) |
|
— |
|
|
— |
|
|
(13,495 |
) |
Amortization of intangible assets |
|
1,272 |
|
|
10,520 |
|
|
13,374 |
|
|
— |
|
|
25,166 |
|
Operating profit |
|
39,417 |
|
|
56,038 |
|
|
107,653 |
|
|
— |
|
|
203,108 |
|
Financing costs, net |
|
25,611 |
|
|
3 |
|
|
(569 |
) |
|
— |
|
|
25,045 |
|
Intercompany expense (income), net |
|
(27,601 |
) |
|
5,520 |
|
|
22,081 |
|
|
— |
|
|
— |
|
Other expense (income), net |
|
12,716 |
|
|
153 |
|
|
(8,832 |
) |
|
— |
|
|
4,037 |
|
Earnings from continuing operations before income tax expense (benefit) |
|
28,691 |
|
|
50,362 |
|
|
94,973 |
|
|
— |
|
|
174,026 |
|
Income tax expense (benefit) |
|
(16,529 |
) |
|
30,793 |
|
|
18,309 |
|
|
— |
|
|
32,573 |
|
Net earnings from continuing operations before equity in earnings of subsidiaries |
|
45,220 |
|
|
19,569 |
|
|
76,664 |
|
|
— |
|
|
141,453 |
|
Equity in earnings of subsidiaries |
|
139,865 |
|
|
33,061 |
|
|
6,160 |
|
|
(179,086 |
) |
|
— |
|
Earnings from continuing operations |
|
185,085 |
|
|
52,630 |
|
|
82,824 |
|
|
(179,086 |
) |
|
141,453 |
|
Earnings (loss) from discontinued operations |
|
(21,512 |
) |
|
56,494 |
|
|
(12,862 |
) |
|
— |
|
|
22,120 |
|
Net earnings |
|
$ |
163,573 |
|
|
$ |
109,124 |
|
|
$ |
69,962 |
|
|
$ |
(179,086 |
) |
|
$ |
163,573 |
|
Comprehensive income |
|
$ |
163,825 |
|
|
$ |
123,148 |
|
|
$ |
55,990 |
|
|
$ |
(179,138 |
) |
|
$ |
163,825 |
|
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(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 (benefit) |
|
58,219 |
|
|
21,821 |
|
|
82,909 |
|
|
— |
|
|
162,949 |
|
Income tax expense (benefit) |
|
(798 |
) |
|
2,009 |
|
|
14,161 |
|
|
— |
|
|
15,372 |
|
Net earnings from continuing operations 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 BALANCE SHEETS
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
August 31, 2015 |
|
|
Parent |
|
Guarantors |
|
Non-Guarantors |
|
Eliminations |
|
Consolidated |
ASSETS |
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
18,688 |
|
|
$ |
523 |
|
|
$ |
149,635 |
|
|
$ |
— |
|
|
$ |
168,846 |
|
Accounts receivable, net |
|
16,135 |
|
|
33,748 |
|
|
143,198 |
|
|
— |
|
|
193,081 |
|
Inventories, net |
|
23,074 |
|
|
33,480 |
|
|
86,198 |
|
|
— |
|
|
142,752 |
|
Deferred income taxes |
|
9,256 |
|
|
— |
|
|
3,666 |
|
|
— |
|
|
12,922 |
|
Other current assets |
|
18,020 |
|
|
2,967 |
|
|
21,801 |
|
|
— |
|
|
42,788 |
|
Total current assets |
|
85,173 |
|
|
70,718 |
|
|
404,498 |
|
|
— |
|
|
560,389 |
|
Property, plant & equipment, net |
|
6,363 |
|
|
23,691 |
|
|
112,404 |
|
|
— |
|
|
142,458 |
|
Goodwill |
|
38,847 |
|
|
189,337 |
|
|
380,072 |
|
|
— |
|
|
608,256 |
|
Other intangibles, net |
|
10,702 |
|
|
109,665 |
|
|
188,395 |
|
|
— |
|
|
308,762 |
|
Investment in subsidiaries |
|
2,067,438 |
|
|
1,017,418 |
|
|
27,552 |
|
|
(3,112,408 |
) |
|
— |
|
Intercompany receivable |
|
— |
|
|
619,198 |
|
|
565,968 |
|
|
(1,185,166 |
) |
|
— |
|
Other long-term assets |
|
10,694 |
|
|
— |
|
|
6,358 |
|
|
— |
|
|
17,052 |
|
Total assets |
|
$ |
2,219,217 |
|
|
$ |
2,030,027 |
|
|
$ |
1,685,247 |
|
|
$ |
(4,297,574 |
) |
|
$ |
1,636,917 |
|
LIABILITIES & SHAREHOLDERS' EQUITY |
|
|
|
|
|
|
|
|
|
|
Trade accounts payable |
|
$ |
14,700 |
|
|
$ |
19,213 |
|
|
$ |
84,202 |
|
|
$ |
— |
|
|
$ |
118,115 |
|
Accrued compensation and benefits |
|
16,479 |
|
|
2,952 |
|
|
24,276 |
|
|
— |
|
|
43,707 |
|
Current maturities of debt and other short-term borrowings |
|
3,750 |
|
|
— |
|
|
219 |
|
|
— |
|
|
3,969 |
|
Income taxes payable |
|
10,947 |
|
|
— |
|
|
3,858 |
|
|
— |
|
|
14,805 |
|
Other current liabilities |
|
19,817 |
|
|
4,783 |
|
|
29,860 |
|
|
— |
|
|
54,460 |
|
Total current liabilities |
|
65,693 |
|
|
26,948 |
|
|
142,415 |
|
|
— |
|
|
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 |
|
|
— |
|
|
390,281 |
|
|
(1,185,166 |
) |
|
— |
|
Shareholders’ equity |
|
673,001 |
|
|
2,002,679 |
|
|
1,109,729 |
|
|
(3,112,408 |
) |
|
673,001 |
|
Total liabilities and shareholders’ equity |
|
$ |
2,219,217 |
|
|
$ |
2,030,027 |
|
|
$ |
1,685,247 |
|
|
$ |
(4,297,574 |
) |
|
$ |
1,636,917 |
|
CONDENSED CONSOLIDATING BALANCE SHEETS
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
August 31, 2014 |
|
|
Parent |
|
Guarantors |
|
Non-Guarantors |
|
Eliminations |
|
Consolidated |
ASSETS |
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
27,931 |
|
|
$ |
3,325 |
|
|
$ |
77,756 |
|
|
$ |
— |
|
|
$ |
109,012 |
|
Accounts receivable, net |
|
22,811 |
|
|
38,511 |
|
|
165,686 |
|
|
— |
|
|
227,008 |
|
Inventories, net |
|
31,024 |
|
|
38,860 |
|
|
92,736 |
|
|
— |
|
|
162,620 |
|
Deferred income taxes |
|
7,503 |
|
|
— |
|
|
3,547 |
|
|
— |
|
|
11,050 |
|
Other current assets |
|
3,871 |
|
|
1,057 |
|
|
28,372 |
|
|
— |
|
|
33,300 |
|
Total current assets |
|
93,140 |
|
|
81,753 |
|
|
368,097 |
|
|
— |
|
|
542,990 |
|
Property, plant & equipment, net |
|
9,096 |
|
|
22,879 |
|
|
137,126 |
|
|
— |
|
|
169,101 |
|
Goodwill |
|
44,700 |
|
|
280,693 |
|
|
417,377 |
|
|
— |
|
|
742,770 |
|
Other intangibles, net |
|
11,974 |
|
|
140,400 |
|
|
212,803 |
|
|
— |
|
|
365,177 |
|
Investment in subsidiaries |
|
2,286,068 |
|
|
806,414 |
|
|
237,207 |
|
|
(3,329,689 |
) |
|
— |
|
Intercompany receivable |
|
— |
|
|
678,073 |
|
|
622,818 |
|
|
(1,300,891 |
) |
|
— |
|
Other long-term assets |
|
23,432 |
|
|
— |
|
|
13,409 |
|
|
— |
|
|
36,841 |
|
Total assets |
|
$ |
2,468,410 |
|
|
$ |
2,010,212 |
|
|
$ |
2,008,837 |
|
|
$ |
(4,630,580 |
) |
|
$ |
1,856,879 |
|
LIABILITIES & SHAREHOLDERS' EQUITY |
|
|
|
|
|
|
|
|
|
|
Trade accounts payable |
|
$ |
20,014 |
|
|
$ |
25,673 |
|
|
$ |
100,111 |
|
|
$ |
— |
|
|
$ |
145,798 |
|
Accrued compensation and benefits |
|
15,135 |
|
|
3,293 |
|
|
34,536 |
|
|
— |
|
|
52,964 |
|
Current maturities of debt |
|
4,500 |
|
|
— |
|
|
— |
|
|
— |
|
|
4,500 |
|
Income taxes payable |
|
31,582 |
|
|
— |
|
|
6,765 |
|
|
— |
|
|
38,347 |
|
Other current liabilities |
|
19,081 |
|
|
3,989 |
|
|
34,442 |
|
|
— |
|
|
57,512 |
|
Total current liabilities |
|
90,312 |
|
|
32,955 |
|
|
175,854 |
|
|
— |
|
|
299,121 |
|
Long-term debt |
|
385,500 |
|
|
— |
|
|
— |
|
|
— |
|
|
385,500 |
|
Deferred income taxes |
|
47,543 |
|
|
— |
|
|
49,427 |
|
|
— |
|
|
96,970 |
|
Pension and post-retirement benefit liabilities |
|
8,668 |
|
|
— |
|
|
7,031 |
|
|
— |
|
|
15,699 |
|
Other long-term liabilities |
|
42,647 |
|
|
4,138 |
|
|
11,093 |
|
|
— |
|
|
57,878 |
|
Intercompany payable |
|
892,029 |
|
|
— |
|
|
408,861 |
|
|
(1,300,890 |
) |
|
— |
|
Shareholders’ equity |
|
1,001,711 |
|
|
1,973,119 |
|
|
1,356,571 |
|
|
(3,329,690 |
) |
|
1,001,711 |
|
Total liabilities and shareholders’ equity |
|
$ |
2,468,410 |
|
|
$ |
2,010,212 |
|
|
$ |
2,008,837 |
|
|
$ |
(4,630,580 |
) |
|
$ |
1,856,879 |
|
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 |
|
$ |
88,166 |
|
|
$ |
(33,047 |
) |
|
$ |
73,849 |
|
|
$ |
— |
|
|
$ |
128,968 |
|
Investing Activities |
|
|
|
|
|
|
|
|
|
|
Capital expenditures |
|
(1,086 |
) |
|
(4,094 |
) |
|
(17,336 |
) |
|
— |
|
|
(22,516 |
) |
Proceeds from sale of property, plant and equipment |
|
— |
|
|
258 |
|
|
986 |
|
|
— |
|
|
1,244 |
|
Intercompany investment |
|
(3,727 |
) |
|
— |
|
|
— |
|
|
3,727 |
|
|
— |
|
Cash used in investing activities |
|
(4,813 |
) |
|
(3,836 |
) |
|
(16,350 |
) |
|
3,727 |
|
|
(21,272 |
) |
Financing Activities |
|
|
|
|
|
|
|
|
|
|
Net borrowings on revolver and other debt |
|
— |
|
|
— |
|
|
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 |
) |
Stock option exercises, related tax benefits and other |
|
5,396 |
|
|
— |
|
|
— |
|
|
— |
|
|
5,396 |
|
Cash dividend |
|
(2,598 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(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 |
|
(92,596 |
) |
|
34,081 |
|
|
49,291 |
|
|
(3,727 |
) |
|
(12,951 |
) |
Effect of exchange rate changes on cash |
|
— |
|
|
— |
|
|
(34,911 |
) |
|
— |
|
|
(34,911 |
) |
Net increase (decrease) in cash and cash equivalents |
|
(9,243 |
) |
|
(2,802 |
) |
|
71,879 |
|
|
— |
|
|
59,834 |
|
Cash and cash equivalents—beginning of period |
|
27,931 |
|
|
3,325 |
|
|
77,756 |
|
|
— |
|
|
109,012 |
|
Cash and cash equivalents—end of period |
|
$ |
18,688 |
|
|
$ |
523 |
|
|
$ |
149,635 |
|
|
$ |
— |
|
|
$ |
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 |
|
$ |
75,924 |
|
|
$ |
(20,966 |
) |
|
$ |
84,992 |
|
|
$ |
(14,716 |
) |
|
$ |
125,234 |
|
Investing Activities |
|
|
|
|
|
|
|
|
|
|
Capital expenditures |
|
(4,498 |
) |
|
(4,675 |
) |
|
(32,684 |
) |
|
— |
|
|
(41,857 |
) |
Proceeds from sale of property, plant and equipment |
|
85 |
|
|
484 |
|
|
43,705 |
|
|
— |
|
|
44,274 |
|
Proceeds from sale of businesses |
|
(4,586 |
) |
|
250,748 |
|
|
43,428 |
|
|
— |
|
|
289,590 |
|
Business acquisitions, net of cash acquired |
|
(30,500 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(30,500 |
) |
Intercompany investment |
|
— |
|
|
(99,963 |
) |
|
— |
|
|
99,963 |
|
|
— |
|
Cash (used in) provided by investing activities |
|
(39,499 |
) |
|
146,594 |
|
|
54,449 |
|
|
99,963 |
|
|
261,507 |
|
Financing Activities |
|
|
|
|
|
|
|
|
|
|
Net repayments on revolver |
|
(125,000 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(125,000 |
) |
Payment of deferred acquisition consideration |
|
— |
|
|
— |
|
|
(1,585 |
) |
|
— |
|
|
(1,585 |
) |
Purchase of treasury shares |
|
(283,712 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(283,712 |
) |
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 |
|
|
(122,303 |
) |
|
(232,488 |
) |
|
— |
|
|
— |
|
Intercompany capital contribution |
|
— |
|
|
— |
|
|
99,963 |
|
|
(99,963 |
) |
|
— |
|
Cash used financing activities |
|
(24,616 |
) |
|
(122,303 |
) |
|
(148,826 |
) |
|
(85,247 |
) |
|
(380,992 |
) |
Effect of exchange rate changes on cash |
|
— |
|
|
— |
|
|
(723 |
) |
|
— |
|
|
(723 |
) |
Net increase (decrease) in cash and cash equivalents |
|
11,809 |
|
|
3,325 |
|
|
(10,108 |
) |
|
— |
|
|
5,026 |
|
Cash and cash equivalents—beginning of period |
|
16,122 |
|
|
— |
|
|
87,864 |
|
|
— |
|
|
103,986 |
|
Cash and cash equivalents—end of period |
|
$ |
27,931 |
|
|
$ |
3,325 |
|
|
$ |
77,756 |
|
|
$ |
— |
|
|
$ |
109,012 |
|
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 |
|
|
|
|
|
|
|
|
|
|
Capital expenditures |
|
(2,022 |
) |
|
(4,021 |
) |
|
(17,625 |
) |
|
— |
|
|
(23,668 |
) |
Proceeds from sale of property, plant and equipment |
|
563 |
|
|
206 |
|
|
852 |
|
|
— |
|
|
1,621 |
|
Proceeds from sale of business |
|
— |
|
|
— |
|
|
4,854 |
|
|
— |
|
|
4,854 |
|
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 repayments on revolver |
|
125,000 |
|
|
— |
|
|
— |
|
|
— |
|
|
125,000 |
|
Principal repayment on term loans |
|
(7,500 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(7,500 |
) |
Payment of deferred acquisition consideration |
|
(1,350 |
) |
|
— |
|
|
(4,028 |
) |
|
— |
|
|
(5,378 |
) |
Debt issuance cost |
|
(2,035 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(2,035 |
) |
Purchase of treasury shares |
|
(41,832 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(41,832 |
) |
Stock option exercises, related tax benefits and other |
|
33,261 |
|
|
— |
|
|
— |
|
|
— |
|
|
33,261 |
|
Cash dividend |
|
(2,911 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(2,911 |
) |
Intercompany loan activity |
|
(179,050 |
) |
|
(22,371 |
) |
|
201,421 |
|
|
— |
|
|
— |
|
Cash provided by (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 in cash and cash equivalents |
|
3,721 |
|
|
(91 |
) |
|
32,172 |
|
|
— |
|
|
35,802 |
|
Cash and cash equivalents—beginning of period |
|
12,401 |
|
|
91 |
|
|
55,692 |
|
|
— |
|
|
68,184 |
|
Cash and cash equivalents—end of period |
|
$ |
16,122 |
|
|
$ |
— |
|
|
$ |
87,864 |
|
|
$ |
— |
|
|
$ |
103,986 |
|
|