| Guarantor Subsidiaries |
Guarantor Subsidiaries
As discussed in Note 6, “Debt” on April 16, 2012, Actuant Corporation (the “Parent”) issued $300.0 million of 5.625% Senior Notes. All 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 condensed 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 condensed 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, 2013 |
|
|
Parent |
|
Guarantors |
|
Non-Guarantors |
|
Eliminations |
|
Consolidated |
Net sales |
|
$ |
45,091 |
|
|
$ |
79,636 |
|
|
$ |
214,829 |
|
|
$ |
— |
|
|
$ |
339,556 |
|
Cost of products sold |
|
12,072 |
|
|
55,255 |
|
|
140,449 |
|
|
— |
|
|
207,776 |
|
Gross profit |
|
33,019 |
|
|
24,381 |
|
|
74,380 |
|
|
— |
|
|
131,780 |
|
Selling, administrative and engineering expenses |
|
16,858 |
|
|
15,952 |
|
|
49,108 |
|
|
— |
|
|
81,918 |
|
Amortization of intangible assets |
|
318 |
|
|
2,575 |
|
|
3,322 |
|
|
— |
|
|
6,215 |
|
Operating profit |
|
15,843 |
|
|
5,854 |
|
|
21,950 |
|
|
— |
|
|
43,647 |
|
Financing costs, net |
|
6,779 |
|
|
3 |
|
|
(32 |
) |
|
— |
|
|
6,750 |
|
Intercompany expense (income), net |
|
(4,997 |
) |
|
(339 |
) |
|
5,336 |
|
|
— |
|
|
— |
|
Other expense (income), net |
|
10,417 |
|
|
(293 |
) |
|
(8,983 |
) |
|
— |
|
|
1,141 |
|
Earnings from continuing operations before income tax expense (benefit) |
|
3,644 |
|
|
6,483 |
|
|
25,629 |
|
|
— |
|
|
35,756 |
|
Income tax expense (benefit) |
|
1,008 |
|
|
1,795 |
|
|
(52 |
) |
|
— |
|
|
2,751 |
|
Net earnings before equity in earnings of subsidiaries |
|
2,636 |
|
|
4,688 |
|
|
25,681 |
|
|
— |
|
|
33,005 |
|
Equity in earnings of subsidiaries |
|
34,222 |
|
|
13,333 |
|
|
3,200 |
|
|
(50,755 |
) |
|
— |
|
Earnings from continuing operations |
|
36,858 |
|
|
18,021 |
|
|
28,881 |
|
|
(50,755 |
) |
|
33,005 |
|
Earnings (loss) from discontinued operations |
|
(821 |
) |
|
3,338 |
|
|
515 |
|
|
— |
|
|
3,032 |
|
Net earnings |
|
$ |
36,037 |
|
|
$ |
21,359 |
|
|
$ |
29,396 |
|
|
$ |
(50,755 |
) |
|
$ |
36,037 |
|
Comprehensive income |
|
$ |
53,040 |
|
|
$ |
38,797 |
|
|
$ |
27,671 |
|
|
$ |
(66,468 |
) |
|
$ |
53,040 |
|
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 |
|
|
$ |
70,191 |
|
|
$ |
191,780 |
|
|
$ |
— |
|
|
$ |
307,809 |
|
Cost of products sold |
|
12,408 |
|
|
48,304 |
|
|
122,729 |
|
|
— |
|
|
183,441 |
|
Gross profit |
|
33,430 |
|
|
21,887 |
|
|
69,051 |
|
|
— |
|
|
124,368 |
|
Selling, administrative and engineering expenses |
|
17,118 |
|
|
15,103 |
|
|
42,639 |
|
|
— |
|
|
74,860 |
|
Amortization of intangible assets |
|
321 |
|
|
2,657 |
|
|
3,056 |
|
|
— |
|
|
6,034 |
|
Operating profit |
|
15,991 |
|
|
4,127 |
|
|
23,356 |
|
|
— |
|
|
43,474 |
|
Financing costs, net |
|
6,358 |
|
|
5 |
|
|
(41 |
) |
|
— |
|
|
6,322 |
|
Intercompany expense (income), net |
|
(7,270 |
) |
|
1,955 |
|
|
5,315 |
|
|
— |
|
|
— |
|
Other expense (income), net |
|
(364 |
) |
|
(403 |
) |
|
1,411 |
|
|
— |
|
|
644 |
|
Earnings from continuing operations before income tax expense |
|
17,267 |
|
|
2,570 |
|
|
16,671 |
|
|
— |
|
|
36,508 |
|
Income tax expense |
|
3,236 |
|
|
121 |
|
|
2,600 |
|
|
— |
|
|
5,957 |
|
Net earnings before equity in earnings of subsidiaries |
|
14,031 |
|
|
2,449 |
|
|
14,071 |
|
|
— |
|
|
30,551 |
|
Equity in earnings of subsidiaries |
|
22,551 |
|
|
17,899 |
|
|
1,024 |
|
|
(41,474 |
) |
|
— |
|
Earnings from continuing operations |
|
36,582 |
|
|
20,348 |
|
|
15,095 |
|
|
(41,474 |
) |
|
30,551 |
|
Earnings (loss) from discontinued operations |
|
(239 |
) |
|
2,533 |
|
|
3,498 |
|
|
— |
|
|
5,792 |
|
Net earnings |
|
$ |
36,343 |
|
|
$ |
22,881 |
|
|
$ |
18,593 |
|
|
$ |
(41,474 |
) |
|
$ |
36,343 |
|
Comprehensive income |
|
$ |
48,518 |
|
|
$ |
28,858 |
|
|
$ |
26,019 |
|
|
$ |
(54,877 |
) |
|
$ |
48,518 |
|
CONDENSED CONSOLIDATING BALANCE SHEETS
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
November 30, 2013 |
|
|
Parent |
|
Guarantors |
|
Non-Guarantors |
|
Eliminations |
|
Consolidated |
ASSETS |
|
|
|
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
2,669 |
|
|
$ |
— |
|
|
$ |
106,873 |
|
|
$ |
— |
|
|
$ |
109,542 |
|
Accounts receivable, net |
|
16,425 |
|
|
42,229 |
|
|
162,874 |
|
|
— |
|
|
221,528 |
|
Inventories, net |
|
27,283 |
|
|
43,317 |
|
|
84,529 |
|
|
— |
|
|
155,129 |
|
Deferred income taxes |
|
12,926 |
|
|
— |
|
|
5,659 |
|
|
— |
|
|
18,585 |
|
Other current assets |
|
9,386 |
|
|
963 |
|
|
22,287 |
|
|
— |
|
|
32,636 |
|
Assets of discontinued operations |
|
— |
|
|
186,037 |
|
|
84,069 |
|
|
— |
|
|
270,106 |
|
Total current assets |
|
68,689 |
|
|
272,546 |
|
|
466,291 |
|
|
— |
|
|
807,526 |
|
Property, plant & equipment, net |
|
7,695 |
|
|
22,521 |
|
|
175,112 |
|
|
— |
|
|
205,328 |
|
Goodwill |
|
62,543 |
|
|
264,502 |
|
|
418,431 |
|
|
— |
|
|
745,476 |
|
Other intangibles, net |
|
12,929 |
|
|
138,682 |
|
|
223,696 |
|
|
— |
|
|
375,307 |
|
Investment in subsidiaries |
|
2,143,586 |
|
|
229,910 |
|
|
113,539 |
|
|
(2,487,035 |
) |
|
— |
|
Intercompany receivable |
|
— |
|
|
521,072 |
|
|
368,018 |
|
|
(889,090 |
) |
|
— |
|
Other long-term assets |
|
14,635 |
|
|
22 |
|
|
15,571 |
|
|
— |
|
|
30,228 |
|
Total assets |
|
$ |
2,310,077 |
|
|
$ |
1,449,255 |
|
|
$ |
1,780,658 |
|
|
$ |
(3,376,125 |
) |
|
$ |
2,163,865 |
|
LIABILITIES & SHAREHOLDERS' EQUITY |
|
|
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
|
|
|
|
Trade accounts payable |
|
$ |
20,058 |
|
|
$ |
32,040 |
|
|
$ |
107,177 |
|
|
$ |
— |
|
|
$ |
159,275 |
|
Accrued compensation and benefits |
|
9,490 |
|
|
3,532 |
|
|
28,391 |
|
|
— |
|
|
41,413 |
|
Current maturities of long-term debt |
|
1,125 |
|
|
— |
|
|
— |
|
|
— |
|
|
1,125 |
|
Income taxes payable |
|
6,332 |
|
|
— |
|
|
4,132 |
|
|
— |
|
|
10,464 |
|
Other current liabilities |
|
21,592 |
|
|
5,812 |
|
|
33,560 |
|
|
— |
|
|
60,964 |
|
Liabilities of discontinued operations |
|
— |
|
|
22,774 |
|
|
30,459 |
|
|
— |
|
|
53,233 |
|
Total current liabilities |
|
58,597 |
|
|
64,158 |
|
|
203,719 |
|
|
— |
|
|
326,474 |
|
Long-term debt, less current maturities |
|
501,875 |
|
|
— |
|
|
— |
|
|
— |
|
|
501,875 |
|
Deferred income taxes |
|
65,576 |
|
|
— |
|
|
52,701 |
|
|
— |
|
|
118,277 |
|
Pension and postretirement benefit liabilities |
|
14,563 |
|
|
— |
|
|
4,604 |
|
|
— |
|
|
19,167 |
|
Other long-term liabilities |
|
53,241 |
|
|
339 |
|
|
12,793 |
|
|
— |
|
|
66,373 |
|
Intercompany payable |
|
484,526 |
|
|
— |
|
|
404,564 |
|
|
(889,090 |
) |
|
— |
|
Shareholders’ equity |
|
1,131,699 |
|
|
1,384,758 |
|
|
1,102,277 |
|
|
(2,487,035 |
) |
|
1,131,699 |
|
Total liabilities and shareholders’ equity |
|
$ |
2,310,077 |
|
|
$ |
1,449,255 |
|
|
$ |
1,780,658 |
|
|
$ |
(3,376,125 |
) |
|
$ |
2,163,865 |
|
CONDENSED CONSOLIDATING BALANCE SHEETS
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
August 31, 2013 |
|
|
Parent |
|
Guarantors |
|
Non-Guarantors |
|
Eliminations |
|
Consolidated |
ASSETS |
|
|
|
|
|
|
|
|
|
|
Current 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 |
|
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 |
|
Investment in subsidiaries |
|
2,086,534 |
|
|
201,779 |
|
|
96,333 |
|
|
(2,384,646 |
) |
|
— |
|
Intercompany receivable |
|
— |
|
|
480,633 |
|
|
360,620 |
|
|
(841,253 |
) |
|
— |
|
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 |
|
|
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
|
|
|
|
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 postretirement 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 STATEMENTS OF CASH FLOWS
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended, November 30, 2013 |
|
|
Parent |
|
Guarantors |
|
Non-Guarantors |
|
Eliminations |
|
Consolidated |
Operating Activities |
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
$ |
17,415 |
|
|
$ |
3,461 |
|
|
$ |
12,070 |
|
|
$ |
— |
|
|
$ |
32,946 |
|
Investing Activities |
|
|
|
|
|
|
|
|
|
|
Proceeds from sale of property, plant and equipment |
|
— |
|
|
36 |
|
|
1,877 |
|
|
— |
|
|
1,913 |
|
Capital expenditures |
|
(1,208 |
) |
|
(1,270 |
) |
|
(8,779 |
) |
|
— |
|
|
(11,257 |
) |
Cash used in investing activities |
|
(1,208 |
) |
|
(1,234 |
) |
|
(6,902 |
) |
|
— |
|
|
(9,344 |
) |
Financing Activities |
|
|
|
|
|
|
|
|
|
|
Net repayments on revolver |
|
(12,000 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(12,000 |
) |
Intercompany loan activity |
|
(9,951 |
) |
|
(2,227 |
) |
|
12,178 |
|
|
— |
|
|
— |
|
Purchase of treasury shares |
|
(15,352 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(15,352 |
) |
Stock option exercises and related tax benefits |
|
10,562 |
|
|
— |
|
|
— |
|
|
— |
|
|
10,562 |
|
Payment of contingent acquisition consideration |
|
— |
|
|
— |
|
|
(414 |
) |
|
— |
|
|
(414 |
) |
Cash dividend |
|
(2,919 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(2,919 |
) |
Cash provided by (used in) financing activities |
|
(29,660 |
) |
|
(2,227 |
) |
|
11,764 |
|
|
— |
|
|
(20,123 |
) |
Effect of exchange rate changes on cash |
|
— |
|
|
— |
|
|
2,077 |
|
|
— |
|
|
2,077 |
|
Net increase (decrease) in cash and cash equivalents |
|
(13,453 |
) |
|
— |
|
|
19,009 |
|
|
— |
|
|
5,556 |
|
Cash and cash equivalents—beginning of period |
|
16,122 |
|
|
— |
|
|
87,864 |
|
|
— |
|
|
103,986 |
|
Cash and cash equivalents—end of period |
|
$ |
2,669 |
|
|
$ |
— |
|
|
$ |
106,873 |
|
|
$ |
— |
|
|
$ |
109,542 |
|
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended, November 30, 2012 |
|
|
Parent |
|
Guarantors |
|
Non-Guarantors |
|
Eliminations |
|
Consolidated |
Operating Activities |
|
|
|
|
|
|
|
|
|
|
Net cash (used in) provided by 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 repayments 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 and related tax benefits |
|
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 (decrease) increase 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 |
|
|