Guarantor Subsidiaries |
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 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 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 and the impact of foreign currency rate changes.
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended May 31, 2015 |
|
|
Parent |
|
Guarantors |
|
Non-Guarantors |
|
Eliminations |
|
Consolidated |
Net sales |
|
$ |
40,011 |
|
|
$ |
58,896 |
|
|
$ |
221,193 |
|
|
$ |
— |
|
|
$ |
320,100 |
|
Cost of products sold |
|
11,749 |
|
|
40,360 |
|
|
149,431 |
|
|
— |
|
|
201,540 |
|
Gross profit |
|
28,262 |
|
|
18,536 |
|
|
71,762 |
|
|
— |
|
|
118,560 |
|
Selling, administrative and engineering expenses |
|
16,560 |
|
|
11,228 |
|
|
41,781 |
|
|
— |
|
|
69,569 |
|
Amortization of intangible assets |
|
318 |
|
|
2,394 |
|
|
3,277 |
|
|
— |
|
|
5,989 |
|
Operating profit |
|
11,384 |
|
|
4,914 |
|
|
26,704 |
|
|
— |
|
|
43,002 |
|
Financing costs, net |
|
7,769 |
|
|
— |
|
|
(307 |
) |
|
— |
|
|
7,462 |
|
Intercompany expense (income), net |
|
(3,559 |
) |
|
(1,187 |
) |
|
4,746 |
|
|
— |
|
|
— |
|
Other expense, net |
|
123 |
|
|
27 |
|
|
419 |
|
|
— |
|
|
569 |
|
Earnings before income taxes |
|
7,051 |
|
|
6,074 |
|
|
21,846 |
|
|
— |
|
|
34,971 |
|
Income tax expense (benefit) |
|
(11,957 |
) |
|
914 |
|
|
8,056 |
|
|
— |
|
|
(2,987 |
) |
Net earnings before equity in earnings (loss) of subsidiaries |
|
19,008 |
|
|
5,160 |
|
|
13,790 |
|
|
— |
|
|
37,958 |
|
Equity in earnings (loss) of subsidiaries |
|
18,950 |
|
|
12,757 |
|
|
(340 |
) |
|
(31,367 |
) |
|
— |
|
Net earnings |
|
$ |
37,958 |
|
|
$ |
17,917 |
|
|
$ |
13,450 |
|
|
$ |
(31,367 |
) |
|
$ |
37,958 |
|
Comprehensive income |
|
$ |
27,259 |
|
|
$ |
13,244 |
|
|
$ |
7,930 |
|
|
$ |
(21,174 |
) |
|
$ |
27,259 |
|
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended May 31, 2014 |
|
|
Parent |
|
Guarantors |
|
Non-Guarantors |
|
Eliminations |
|
Consolidated |
Net sales |
|
$ |
54,219 |
|
|
$ |
84,870 |
|
|
$ |
239,098 |
|
|
$ |
— |
|
|
$ |
378,187 |
|
Cost of products sold |
|
14,841 |
|
|
58,152 |
|
|
156,644 |
|
|
— |
|
|
229,637 |
|
Gross profit |
|
39,378 |
|
|
26,718 |
|
|
82,454 |
|
|
— |
|
|
148,550 |
|
Selling, administrative and engineering expenses |
|
21,554 |
|
|
16,128 |
|
|
45,816 |
|
|
— |
|
|
83,498 |
|
Amortization of intangible assets |
|
318 |
|
|
2,575 |
|
|
3,379 |
|
|
— |
|
|
6,272 |
|
Operating profit |
|
17,506 |
|
|
8,015 |
|
|
33,259 |
|
|
— |
|
|
58,780 |
|
Financing costs, net |
|
6,122 |
|
|
— |
|
|
(190 |
) |
|
— |
|
|
5,932 |
|
Intercompany expense (income), net |
|
(5,620 |
) |
|
560 |
|
|
5,060 |
|
|
— |
|
|
— |
|
Other expense (income), net |
|
1,597 |
|
|
23 |
|
|
(1,000 |
) |
|
— |
|
|
620 |
|
Earnings before income taxes |
|
15,407 |
|
|
7,432 |
|
|
29,389 |
|
|
— |
|
|
52,228 |
|
Income tax expense (benefit) |
|
(9,755 |
) |
|
2,306 |
|
|
9,120 |
|
|
— |
|
|
1,671 |
|
Net earnings before equity in earnings of subsidiaries |
|
25,162 |
|
|
5,126 |
|
|
20,269 |
|
|
— |
|
|
50,557 |
|
Equity in earnings of subsidiaries |
|
25,395 |
|
|
20,151 |
|
|
683 |
|
|
(46,229 |
) |
|
— |
|
Net earnings |
|
$ |
50,557 |
|
|
$ |
25,277 |
|
|
$ |
20,952 |
|
|
$ |
(46,229 |
) |
|
$ |
50,557 |
|
Comprehensive income |
|
$ |
50,729 |
|
|
$ |
25,621 |
|
|
$ |
20,970 |
|
|
$ |
(46,591 |
) |
|
$ |
50,729 |
|
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended May 31, 2015 |
|
|
Parent |
|
Guarantors |
|
Non-Guarantors |
|
Eliminations |
|
Consolidated |
Net sales |
|
$ |
119,612 |
|
|
$ |
207,162 |
|
|
$ |
622,096 |
|
|
$ |
— |
|
|
$ |
948,870 |
|
Cost of products sold |
|
33,792 |
|
|
145,800 |
|
|
413,981 |
|
|
— |
|
|
593,573 |
|
Gross profit |
|
85,820 |
|
|
61,362 |
|
|
208,115 |
|
|
— |
|
|
355,297 |
|
Selling, administrative and engineering expenses |
|
52,062 |
|
|
45,062 |
|
|
130,685 |
|
|
— |
|
|
227,809 |
|
Amortization of intangible assets |
|
954 |
|
|
7,964 |
|
|
9,444 |
|
|
— |
|
|
18,362 |
|
Impairment charge |
|
— |
|
|
20,249 |
|
|
64,104 |
|
|
— |
|
|
84,353 |
|
Operating profit (loss) |
|
32,804 |
|
|
(11,913 |
) |
|
3,882 |
|
|
— |
|
|
24,773 |
|
Financing costs, net |
|
21,583 |
|
|
— |
|
|
(900 |
) |
|
— |
|
|
20,683 |
|
Intercompany expense (income), net |
|
(14,389 |
) |
|
896 |
|
|
13,493 |
|
|
— |
|
|
— |
|
Intercompany dividend income |
|
(212 |
) |
|
(243 |
) |
|
(31 |
) |
|
486 |
|
|
— |
|
Other expense (income), net |
|
342 |
|
|
(133 |
) |
|
(698 |
) |
|
— |
|
|
(489 |
) |
Earnings (loss) before income taxes |
|
25,480 |
|
|
(12,433 |
) |
|
(7,982 |
) |
|
(486 |
) |
|
4,579 |
|
Income tax expense (benefit) |
|
(8,133 |
) |
|
1,413 |
|
|
13,589 |
|
|
(84 |
) |
|
6,785 |
|
Net earnings (loss) before equity in earnings (loss) of subsidiaries |
|
33,613 |
|
|
(13,846 |
) |
|
(21,571 |
) |
|
(402 |
) |
|
(2,206 |
) |
Equity in earnings (loss) of subsidiaries |
|
(35,819 |
) |
|
(1,673 |
) |
|
177 |
|
|
37,315 |
|
|
— |
|
Net loss |
|
$ |
(2,206 |
) |
|
$ |
(15,519 |
) |
|
$ |
(21,394 |
) |
|
$ |
36,913 |
|
|
$ |
(2,206 |
) |
Comprehensive loss |
|
$ |
(132,616 |
) |
|
$ |
(58,603 |
) |
|
$ |
(80,728 |
) |
|
$ |
139,331 |
|
|
$ |
(132,616 |
) |
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended May 31, 2014 |
|
|
Parent |
|
Guarantors |
|
Non-Guarantors |
|
Eliminations |
|
Consolidated |
Net sales |
|
$ |
142,905 |
|
|
$ |
239,709 |
|
|
$ |
662,899 |
|
|
$ |
— |
|
|
$ |
1,045,513 |
|
Cost of products sold |
|
38,905 |
|
|
165,416 |
|
|
436,416 |
|
|
— |
|
|
640,737 |
|
Gross profit |
|
104,000 |
|
|
74,293 |
|
|
226,483 |
|
|
— |
|
|
404,776 |
|
Selling, administrative and engineering expenses |
|
57,811 |
|
|
45,833 |
|
|
141,011 |
|
|
— |
|
|
244,655 |
|
Amortization of intangible assets |
|
954 |
|
|
7,726 |
|
|
10,033 |
|
|
— |
|
|
18,713 |
|
Operating profit |
|
45,235 |
|
|
20,734 |
|
|
75,439 |
|
|
— |
|
|
141,408 |
|
Financing costs, net |
|
19,400 |
|
|
3 |
|
|
(459 |
) |
|
— |
|
|
18,944 |
|
Intercompany expense (income), net |
|
(22,770 |
) |
|
5,555 |
|
|
17,215 |
|
|
— |
|
|
— |
|
Other expense (income), net |
|
12,683 |
|
|
(395 |
) |
|
(9,201 |
) |
|
— |
|
|
3,087 |
|
Earnings from continuing operations before income taxes |
|
35,922 |
|
|
15,571 |
|
|
67,884 |
|
|
— |
|
|
119,377 |
|
Income tax expense (benefit) |
|
(3,862 |
) |
|
4,580 |
|
|
12,793 |
|
|
— |
|
|
13,511 |
|
Net earnings before equity in earnings of subsidiaries |
|
39,784 |
|
|
10,991 |
|
|
55,091 |
|
|
— |
|
|
105,866 |
|
Equity in earnings of subsidiaries |
|
109,714 |
|
|
9,488 |
|
|
4,750 |
|
|
(123,952 |
) |
|
— |
|
Earnings from continuing operations |
|
149,498 |
|
|
20,479 |
|
|
59,841 |
|
|
(123,952 |
) |
|
105,866 |
|
Earnings (loss) from discontinued operations, net of income taxes |
|
(21,512 |
) |
|
56,494 |
|
|
(12,862 |
) |
|
— |
|
|
22,120 |
|
Net earnings |
|
$ |
127,986 |
|
|
$ |
76,973 |
|
|
$ |
46,979 |
|
|
$ |
(123,952 |
) |
|
$ |
127,986 |
|
Comprehensive income |
|
$ |
149,558 |
|
|
$ |
99,361 |
|
|
$ |
42,837 |
|
|
$ |
(142,198 |
) |
|
$ |
149,558 |
|
CONDENSED CONSOLIDATING BALANCE SHEETS
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
May 31, 2015 |
|
|
Parent |
|
Guarantors |
|
Non-Guarantors |
|
Eliminations |
|
Consolidated |
ASSETS |
|
|
|
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
9,821 |
|
|
$ |
964 |
|
|
$ |
97,340 |
|
|
$ |
— |
|
|
$ |
108,125 |
|
Accounts receivable, net |
|
15,863 |
|
|
31,347 |
|
|
172,198 |
|
|
— |
|
|
219,408 |
|
Inventories, net |
|
25,373 |
|
|
34,098 |
|
|
95,725 |
|
|
— |
|
|
155,196 |
|
Deferred income taxes |
|
7,559 |
|
|
— |
|
|
2,989 |
|
|
— |
|
|
10,548 |
|
Other current assets |
|
37,391 |
|
|
1,681 |
|
|
25,600 |
|
|
— |
|
|
64,672 |
|
Total current assets |
|
96,007 |
|
|
68,090 |
|
|
393,852 |
|
|
— |
|
|
557,949 |
|
Property, plant and equipment, net |
|
6,851 |
|
|
20,902 |
|
|
120,692 |
|
|
— |
|
|
148,445 |
|
Goodwill |
|
38,847 |
|
|
175,045 |
|
|
398,340 |
|
|
— |
|
|
612,232 |
|
Other intangibles, net |
|
11,020 |
|
|
102,705 |
|
|
203,184 |
|
|
— |
|
|
316,909 |
|
Investment in subsidiaries |
|
2,056,121 |
|
|
1,076,426 |
|
|
31,019 |
|
|
(3,163,566 |
) |
|
— |
|
Intercompany receivable |
|
— |
|
|
601,999 |
|
|
584,965 |
|
|
(1,186,964 |
) |
|
— |
|
Other long-term assets |
|
19,620 |
|
|
— |
|
|
5,863 |
|
|
— |
|
|
25,483 |
|
Total assets |
|
$ |
2,228,466 |
|
|
$ |
2,045,167 |
|
|
$ |
1,737,915 |
|
|
$ |
(4,350,530 |
) |
|
$ |
1,661,018 |
|
LIABILITIES & SHAREHOLDERS' EQUITY |
|
|
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
|
|
|
|
Trade accounts payable |
|
$ |
15,440 |
|
|
$ |
20,953 |
|
|
$ |
93,296 |
|
|
$ |
— |
|
|
$ |
129,689 |
|
Accrued compensation and benefits |
|
13,269 |
|
|
2,426 |
|
|
26,738 |
|
|
— |
|
|
42,433 |
|
Income taxes payable |
|
(273 |
) |
|
(550 |
) |
|
4,253 |
|
|
— |
|
|
3,430 |
|
Other current liabilities |
|
19,886 |
|
|
3,180 |
|
|
34,215 |
|
|
— |
|
|
57,281 |
|
Total current liabilities |
|
48,322 |
|
|
26,009 |
|
|
158,502 |
|
|
— |
|
|
232,833 |
|
Long-term debt, less current maturities |
|
600,000 |
|
|
— |
|
|
— |
|
|
— |
|
|
600,000 |
|
Deferred income taxes |
|
48,635 |
|
|
— |
|
|
38,432 |
|
|
— |
|
|
87,067 |
|
Pension and postretirement benefit liabilities |
|
6,919 |
|
|
— |
|
|
6,052 |
|
|
— |
|
|
12,971 |
|
Other long-term liabilities |
|
44,927 |
|
|
2,090 |
|
|
7,825 |
|
|
— |
|
|
54,842 |
|
Intercompany payable |
|
806,358 |
|
|
— |
|
|
380,606 |
|
|
(1,186,964 |
) |
|
— |
|
Shareholders’ equity |
|
673,305 |
|
|
2,017,068 |
|
|
1,146,498 |
|
|
(3,163,566 |
) |
|
673,305 |
|
Total liabilities and shareholders’ equity |
|
$ |
2,228,466 |
|
|
$ |
2,045,167 |
|
|
$ |
1,737,915 |
|
|
$ |
(4,350,530 |
) |
|
$ |
1,661,018 |
|
CONDENSED CONSOLIDATING BALANCE SHEETS
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
August 31, 2014 |
|
|
Parent |
|
Guarantors |
|
Non-Guarantors |
|
Eliminations |
|
Consolidated |
ASSETS |
|
|
|
|
|
|
|
|
|
|
Current 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 and 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 |
|
|
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
|
|
|
|
Trade accounts payable |
|
$ |
20,014 |
|
|
$ |
25,673 |
|
|
$ |
100,111 |
|
|
$ |
— |
|
|
$ |
145,798 |
|
Accrued compensation and benefits |
|
15,135 |
|
|
3,293 |
|
|
34,536 |
|
|
— |
|
|
52,964 |
|
Income taxes payable |
|
31,582 |
|
|
— |
|
|
6,765 |
|
|
— |
|
|
38,347 |
|
Current maturities of debt |
|
4,500 |
|
|
— |
|
|
— |
|
|
— |
|
|
4,500 |
|
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 postretirement 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)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended May 31, 2015 |
|
|
Parent |
|
Guarantors |
|
Non-Guarantors |
|
Eliminations |
|
Consolidated |
Operating Activities |
|
|
|
|
|
|
|
|
|
|
Cash provided by (used in) operating activities |
|
$ |
36,510 |
|
|
$ |
(39,865 |
) |
|
$ |
44,635 |
|
|
$ |
— |
|
|
$ |
41,280 |
|
Investing Activities |
|
|
|
|
|
|
|
|
|
|
Capital expenditures |
|
(880 |
) |
|
(3,495 |
) |
|
(12,859 |
) |
|
— |
|
|
(17,234 |
) |
Proceeds from sale of property, plant and equipment |
|
— |
|
|
203 |
|
|
683 |
|
|
— |
|
|
886 |
|
Intercompany investment |
|
(1,117 |
) |
|
— |
|
|
— |
|
|
1,117 |
|
|
— |
|
Cash used in investing activities |
|
(1,997 |
) |
|
(3,292 |
) |
|
(12,176 |
) |
|
1,117 |
|
|
(16,348 |
) |
Financing Activities |
|
|
|
|
|
|
|
|
|
|
Proceeds from term loan |
|
213,375 |
|
|
— |
|
|
— |
|
|
— |
|
|
213,375 |
|
Debt issuance costs |
|
(1,875 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(1,875 |
) |
Principal repayments on term loan |
|
(3,375 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(3,375 |
) |
Purchase of treasury shares |
|
(204,627 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(204,627 |
) |
Intercompany loan activity |
|
(58,569 |
) |
|
40,796 |
|
|
17,773 |
|
|
— |
|
|
— |
|
Intercompany capital contribution |
|
— |
|
|
— |
|
|
1,117 |
|
|
(1,117 |
) |
|
— |
|
Stock option exercises, related tax benefits and other |
|
5,046 |
|
|
— |
|
|
— |
|
|
— |
|
|
5,046 |
|
Cash dividend |
|
(2,598 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(2,598 |
) |
Cash provided by (used in) financing activities |
|
(52,623 |
) |
|
40,796 |
|
|
18,890 |
|
|
(1,117 |
) |
|
5,946 |
|
Effect of exchange rate changes on cash |
|
— |
|
|
— |
|
|
(31,765 |
) |
|
— |
|
|
(31,765 |
) |
Net (decrease) increase in cash and cash equivalents |
|
(18,110 |
) |
|
(2,361 |
) |
|
19,584 |
|
|
— |
|
|
(887 |
) |
Cash and cash equivalents—beginning of period |
|
27,931 |
|
|
3,325 |
|
|
77,756 |
|
|
— |
|
|
109,012 |
|
Cash and cash equivalents—end of period |
|
$ |
9,821 |
|
|
$ |
964 |
|
|
$ |
97,340 |
|
|
$ |
— |
|
|
$ |
108,125 |
|
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended May 31, 2014 |
|
|
Parent |
|
Guarantors |
|
Non-Guarantors |
|
Eliminations |
|
Consolidated |
Operating Activities |
|
|
|
|
|
|
|
|
|
|
Cash provided by operating activities |
|
$ |
33,121 |
|
|
$ |
10,376 |
|
|
$ |
44,405 |
|
|
$ |
(14,716 |
) |
|
$ |
73,186 |
|
Investing Activities |
|
|
|
|
|
|
|
|
|
|
Capital expenditures |
|
(3,823 |
) |
|
(3,558 |
) |
|
(26,458 |
) |
|
— |
|
|
(33,839 |
) |
Proceeds from sale of property, plant and equipment |
|
52 |
|
|
484 |
|
|
43,500 |
|
|
— |
|
|
44,036 |
|
Proceeds from sale of business, net of transaction costs |
|
(4,586 |
) |
|
214,268 |
|
|
43,091 |
|
|
— |
|
|
252,773 |
|
Business acquisitions, net of cash acquired |
|
(30,500 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(30,500 |
) |
Intercompany investment |
|
— |
|
|
(99,963 |
) |
|
— |
|
|
99,963 |
|
|
— |
|
Cash provided by (used in) investing activities |
|
(38,857 |
) |
|
111,231 |
|
|
60,133 |
|
|
99,963 |
|
|
232,470 |
|
Financing Activities |
|
|
|
|
|
|
|
|
|
|
Net repayments on revolver |
|
(125,000 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(125,000 |
) |
Purchase of treasury shares |
|
(183,152 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(183,152 |
) |
Intercompany loan activity |
|
313,748 |
|
|
(118,216 |
) |
|
(195,532 |
) |
|
— |
|
|
— |
|
Intercompany capital contribution |
|
— |
|
|
— |
|
|
99,963 |
|
|
(99,963 |
) |
|
— |
|
Stock option exercises, related tax benefits and other |
|
29,849 |
|
|
— |
|
|
— |
|
|
— |
|
|
29,849 |
|
Payment of contingent acquisition consideration |
|
— |
|
|
— |
|
|
(1,585 |
) |
|
— |
|
|
(1,585 |
) |
Cash dividend |
|
(2,919 |
) |
|
— |
|
|
(14,716 |
) |
|
14,716 |
|
|
(2,919 |
) |
Cash provided by (used in) financing activities |
|
32,526 |
|
|
(118,216 |
) |
|
(111,870 |
) |
|
(85,247 |
) |
|
(282,807 |
) |
Effect of exchange rate changes on cash |
|
— |
|
|
— |
|
|
2,790 |
|
|
— |
|
|
2,790 |
|
Net increase (decrease) in cash and cash equivalents |
|
26,790 |
|
|
3,391 |
|
|
(4,542 |
) |
|
— |
|
|
25,639 |
|
Cash and cash equivalents—beginning of period |
|
16,122 |
|
|
— |
|
|
87,864 |
|
|
— |
|
|
103,986 |
|
Cash and cash equivalents—end of period |
|
$ |
42,912 |
|
|
$ |
3,391 |
|
|
$ |
83,322 |
|
|
$ |
— |
|
|
$ |
129,625 |
|
|