Guarantor Subsidiaries |
Guarantor Subsidiaries
As discussed in Note 5, “Debt” 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 February 29, 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. 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, non-cash intercompany dividends and the impact of foreign currency rate changes.
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended February 29, 2016 |
|
Parent |
|
Guarantors |
|
Non-Guarantors |
|
Eliminations |
|
Consolidated |
Net sales |
$ |
32,399 |
|
|
$ |
55,783 |
|
|
$ |
175,107 |
|
|
$ |
— |
|
|
$ |
263,289 |
|
Cost of products sold |
12,077 |
|
|
39,688 |
|
|
120,494 |
|
|
— |
|
|
172,259 |
|
Gross profit |
20,322 |
|
|
16,095 |
|
|
54,613 |
|
|
— |
|
|
91,030 |
|
Selling, administrative and engineering expenses |
17,117 |
|
|
13,121 |
|
|
36,934 |
|
|
— |
|
|
67,172 |
|
Amortization of intangible assets |
318 |
|
|
2,644 |
|
|
2,918 |
|
|
— |
|
|
5,880 |
|
Restructuring charges |
79 |
|
|
2,374 |
|
|
1,129 |
|
|
— |
|
|
3,582 |
|
Impairment charges |
— |
|
|
49,012 |
|
|
137,499 |
|
|
— |
|
|
186,511 |
|
Operating profit (loss) |
2,808 |
|
|
(51,056 |
) |
|
(123,867 |
) |
|
— |
|
|
(172,115 |
) |
Financing costs, net |
7,308 |
|
|
— |
|
|
(442 |
) |
|
— |
|
|
6,866 |
|
Intercompany (income) expense, net |
(5,465 |
) |
|
1,025 |
|
|
4,440 |
|
|
— |
|
|
— |
|
Other expense (income), net |
200 |
|
|
(31 |
) |
|
66 |
|
|
— |
|
|
235 |
|
Earnings (loss) before income taxes |
765 |
|
|
(52,050 |
) |
|
(127,931 |
) |
|
— |
|
|
(179,216 |
) |
Income tax benefit |
(1,648 |
) |
|
(744 |
) |
|
(17,634 |
) |
|
— |
|
|
(20,026 |
) |
Net earnings (loss) before equity in earnings (loss) of subsidiaries |
2,413 |
|
|
(51,306 |
) |
|
(110,297 |
) |
|
— |
|
|
(159,190 |
) |
Equity in earnings (loss) of subsidiaries |
(161,603 |
) |
|
(95,088 |
) |
|
111 |
|
|
256,580 |
|
|
— |
|
Net loss |
$ |
(159,190 |
) |
|
$ |
(146,394 |
) |
|
$ |
(110,186 |
) |
|
$ |
256,580 |
|
|
$ |
(159,190 |
) |
Comprehensive loss |
$ |
(173,341 |
) |
|
$ |
(163,017 |
) |
|
$ |
(108,215 |
) |
|
$ |
271,232 |
|
|
$ |
(173,341 |
) |
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended February 28, 2015 |
|
Parent |
|
Guarantors |
|
Non-Guarantors |
|
Eliminations |
|
Consolidated |
Net sales |
$ |
39,335 |
|
|
$ |
70,675 |
|
|
$ |
190,995 |
|
|
$ |
— |
|
|
$ |
301,005 |
|
Cost of products sold |
12,076 |
|
|
52,182 |
|
|
126,986 |
|
|
— |
|
|
191,244 |
|
Gross profit |
27,259 |
|
|
18,493 |
|
|
64,009 |
|
|
— |
|
|
109,761 |
|
Selling, administrative and engineering expenses |
16,430 |
|
|
16,367 |
|
|
42,971 |
|
|
— |
|
|
75,768 |
|
Amortization of intangible assets |
318 |
|
|
2,785 |
|
|
2,984 |
|
|
— |
|
|
6,087 |
|
Impairment charges |
— |
|
|
20,249 |
|
|
64,104 |
|
|
— |
|
|
84,353 |
|
Operating profit (loss) |
10,511 |
|
|
(20,908 |
) |
|
(46,050 |
) |
|
— |
|
|
(56,447 |
) |
Financing costs, net |
7,267 |
|
|
— |
|
|
(237 |
) |
|
— |
|
|
7,030 |
|
Intercompany (income) expense, net |
(5,098 |
) |
|
849 |
|
|
4,249 |
|
|
— |
|
|
— |
|
Intercompany dividend income |
(212 |
) |
|
(243 |
) |
|
(31 |
) |
|
486 |
|
|
— |
|
Other income, net |
(246 |
) |
|
(64 |
) |
|
(309 |
) |
|
— |
|
|
(619 |
) |
Earnings (loss) before income taxes |
8,800 |
|
|
(21,450 |
) |
|
(49,722 |
) |
|
(486 |
) |
|
(62,858 |
) |
Income tax expense (benefit) |
1,514 |
|
|
(207 |
) |
|
757 |
|
|
(84 |
) |
|
1,980 |
|
Net earnings (loss) before equity in earnings (loss) of subsidiaries |
7,286 |
|
|
(21,243 |
) |
|
(50,479 |
) |
|
(402 |
) |
|
(64,838 |
) |
Equity in earnings (loss) of subsidiaries |
(72,124 |
) |
|
(28,577 |
) |
|
323 |
|
|
100,378 |
|
|
— |
|
Net loss |
$ |
(64,838 |
) |
|
$ |
(49,820 |
) |
|
$ |
(50,156 |
) |
|
$ |
99,976 |
|
|
$ |
(64,838 |
) |
Comprehensive loss |
$ |
(121,586 |
) |
|
$ |
(65,247 |
) |
|
$ |
(65,507 |
) |
|
$ |
130,754 |
|
|
$ |
(121,586 |
) |
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended February 29, 2016 |
|
Parent |
|
Guarantors |
|
Non-Guarantors |
|
Eliminations |
|
Consolidated |
Net sales |
$ |
67,089 |
|
|
$ |
125,799 |
|
|
$ |
375,412 |
|
|
$ |
— |
|
|
$ |
568,300 |
|
Cost of products sold |
19,248 |
|
|
89,330 |
|
|
260,131 |
|
|
— |
|
|
368,709 |
|
Gross profit |
47,841 |
|
|
36,469 |
|
|
115,281 |
|
|
— |
|
|
199,591 |
|
Selling, administrative and engineering expenses |
36,877 |
|
|
27,507 |
|
|
75,699 |
|
|
— |
|
|
140,083 |
|
Amortization of intangible assets |
636 |
|
|
5,260 |
|
|
5,883 |
|
|
— |
|
|
11,779 |
|
Restructuring charges |
957 |
|
|
2,495 |
|
|
4,510 |
|
|
— |
|
|
7,962 |
|
Impairment charges |
— |
|
|
49,012 |
|
|
137,499 |
|
|
— |
|
|
186,511 |
|
Operating profit (loss) |
9,371 |
|
|
(47,805 |
) |
|
(108,310 |
) |
|
— |
|
|
(146,744 |
) |
Financing costs, net |
14,763 |
|
|
— |
|
|
(781 |
) |
|
— |
|
|
13,982 |
|
Intercompany (income) expense, net |
(11,294 |
) |
|
(2,732 |
) |
|
14,026 |
|
|
— |
|
|
— |
|
Other expense, net |
603 |
|
|
31 |
|
|
221 |
|
|
— |
|
|
855 |
|
Earnings (loss) before income taxes |
5,299 |
|
|
(45,104 |
) |
|
(121,776 |
) |
|
— |
|
|
(161,581 |
) |
Income tax expense (benefit) |
(1,057 |
) |
|
305 |
|
|
(17,087 |
) |
|
— |
|
|
(17,839 |
) |
Net earnings (loss) before equity in loss of subsidiaries |
6,356 |
|
|
(45,409 |
) |
|
(104,689 |
) |
|
— |
|
|
(143,742 |
) |
Equity in loss of subsidiaries |
(150,098 |
) |
|
(89,755 |
) |
|
(3 |
) |
|
239,856 |
|
|
— |
|
Net loss |
$ |
(143,742 |
) |
|
$ |
(135,164 |
) |
|
$ |
(104,692 |
) |
|
$ |
239,856 |
|
|
$ |
(143,742 |
) |
Comprehensive loss |
$ |
(178,827 |
) |
|
$ |
(164,011 |
) |
|
$ |
(111,313 |
) |
|
$ |
275,324 |
|
|
$ |
(178,827 |
) |
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended February 28, 2015 |
|
Parent |
|
Guarantors |
|
Non-Guarantors |
|
Eliminations |
|
Consolidated |
Net sales |
$ |
79,601 |
|
|
$ |
148,266 |
|
|
$ |
400,903 |
|
|
$ |
— |
|
|
$ |
628,770 |
|
Cost of products sold |
22,043 |
|
|
105,440 |
|
|
264,550 |
|
|
— |
|
|
392,033 |
|
Gross profit |
57,558 |
|
|
42,826 |
|
|
136,353 |
|
|
— |
|
|
236,737 |
|
Selling, administrative and engineering expenses |
35,502 |
|
|
33,834 |
|
|
88,904 |
|
|
— |
|
|
158,240 |
|
Amortization of intangible assets |
636 |
|
|
5,570 |
|
|
6,167 |
|
|
— |
|
|
12,373 |
|
Impairment charges |
— |
|
|
20,249 |
|
|
64,104 |
|
|
— |
|
|
84,353 |
|
Operating profit (loss) |
21,420 |
|
|
(16,827 |
) |
|
(22,822 |
) |
|
— |
|
|
(18,229 |
) |
Financing costs, net |
13,814 |
|
|
— |
|
|
(593 |
) |
|
— |
|
|
13,221 |
|
Intercompany expense (income), net |
(10,830 |
) |
|
2,083 |
|
|
8,747 |
|
|
— |
|
|
— |
|
Intercompany dividend income |
(212 |
) |
|
(243 |
) |
|
(31 |
) |
|
486 |
|
|
— |
|
Other expense (income), net |
219 |
|
|
(160 |
) |
|
(1,117 |
) |
|
— |
|
|
(1,058 |
) |
Earnings before income taxes |
18,429 |
|
|
(18,507 |
) |
|
(29,828 |
) |
|
(486 |
) |
|
(30,392 |
) |
Income tax expense |
3,824 |
|
|
499 |
|
|
5,533 |
|
|
(84 |
) |
|
9,772 |
|
Net earnings (loss) before equity in earnings (loss) of subsidiaries |
14,605 |
|
|
(19,006 |
) |
|
(35,361 |
) |
|
(402 |
) |
|
(40,164 |
) |
Equity in earnings (loss) of subsidiaries |
(54,769 |
) |
|
(14,430 |
) |
|
517 |
|
|
68,682 |
|
|
— |
|
Net loss |
$ |
(40,164 |
) |
|
$ |
(33,436 |
) |
|
$ |
(34,844 |
) |
|
$ |
68,280 |
|
|
$ |
(40,164 |
) |
Comprehensive loss |
$ |
(159,875 |
) |
|
$ |
(71,847 |
) |
|
$ |
(88,657 |
) |
|
$ |
160,504 |
|
|
$ |
(159,875 |
) |
CONDENSED CONSOLIDATING BALANCE SHEETS
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
February 29, 2016 |
|
Parent |
|
Guarantors |
|
Non-Guarantors |
|
Eliminations |
|
Consolidated |
ASSETS |
|
|
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
$ |
6,553 |
|
|
$ |
— |
|
|
$ |
148,118 |
|
|
$ |
— |
|
|
$ |
154,671 |
|
Accounts receivable, net |
13,081 |
|
|
32,039 |
|
|
136,215 |
|
|
— |
|
|
181,335 |
|
Inventories, net |
24,689 |
|
|
31,557 |
|
|
91,125 |
|
|
— |
|
|
147,371 |
|
Other current assets |
14,389 |
|
|
2,683 |
|
|
37,834 |
|
|
— |
|
|
54,906 |
|
Total current assets |
58,712 |
|
|
66,279 |
|
|
413,292 |
|
|
— |
|
|
538,283 |
|
Property, plant and equipment, net |
5,363 |
|
|
19,647 |
|
|
85,857 |
|
|
— |
|
|
110,867 |
|
Goodwill |
38,847 |
|
|
143,690 |
|
|
303,816 |
|
|
— |
|
|
486,353 |
|
Other intangibles, net |
10,065 |
|
|
101,041 |
|
|
139,429 |
|
|
— |
|
|
250,535 |
|
Investment in subsidiaries |
1,886,769 |
|
|
900,034 |
|
|
24,363 |
|
|
(2,811,166 |
) |
|
— |
|
Intercompany receivable |
— |
|
|
604,822 |
|
|
571,847 |
|
|
(1,176,669 |
) |
|
— |
|
Other long-term assets |
9,968 |
|
|
— |
|
|
14,998 |
|
|
— |
|
|
24,966 |
|
Total assets |
$ |
2,009,724 |
|
|
$ |
1,835,513 |
|
|
$ |
1,553,602 |
|
|
$ |
(3,987,835 |
) |
|
$ |
1,411,004 |
|
LIABILITIES & SHAREHOLDERS' EQUITY |
|
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
|
|
|
Trade accounts payable |
$ |
13,585 |
|
|
$ |
15,371 |
|
|
$ |
82,594 |
|
|
$ |
— |
|
|
$ |
111,550 |
|
Accrued compensation and benefits |
13,513 |
|
|
3,665 |
|
|
23,729 |
|
|
— |
|
|
40,907 |
|
Current maturities of debt and short-term borrowings |
11,250 |
|
|
— |
|
|
— |
|
|
— |
|
|
11,250 |
|
Income taxes payable |
— |
|
|
— |
|
|
5,136 |
|
|
— |
|
|
5,136 |
|
Other current liabilities |
18,955 |
|
|
5,213 |
|
|
28,599 |
|
|
— |
|
|
52,767 |
|
Total current liabilities |
57,303 |
|
|
24,249 |
|
|
140,058 |
|
|
— |
|
|
221,610 |
|
Long-term debt, less current maturities |
576,809 |
|
|
— |
|
|
— |
|
|
— |
|
|
576,809 |
|
Deferred income taxes |
35,157 |
|
|
— |
|
|
17,457 |
|
|
— |
|
|
52,614 |
|
Pension and postretirement benefit liabilities |
11,016 |
|
|
— |
|
|
5,300 |
|
|
— |
|
|
16,316 |
|
Other long-term liabilities |
47,004 |
|
|
1,028 |
|
|
8,091 |
|
|
— |
|
|
56,123 |
|
Intercompany payable |
794,903 |
|
|
— |
|
|
381,766 |
|
|
(1,176,669 |
) |
|
— |
|
Shareholders’ equity |
487,532 |
|
|
1,810,236 |
|
|
1,000,930 |
|
|
(2,811,166 |
) |
|
487,532 |
|
Total liabilities and shareholders’ equity |
$ |
2,009,724 |
|
|
$ |
1,835,513 |
|
|
$ |
1,553,602 |
|
|
$ |
(3,987,835 |
) |
|
$ |
1,411,004 |
|
CONDENSED CONSOLIDATING BALANCE SHEETS
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
August 31, 2015 |
|
Parent |
|
Guarantors |
|
Non-Guarantors |
|
Eliminations |
|
Consolidated |
ASSETS |
|
|
|
|
|
|
|
|
|
Current 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 and 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 |
|
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
|
|
|
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 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, less current maturities |
584,309 |
|
|
— |
|
|
— |
|
|
— |
|
|
584,309 |
|
Deferred income taxes |
43,210 |
|
|
— |
|
|
29,731 |
|
|
— |
|
|
72,941 |
|
Pension and postretirement 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 STATEMENTS OF CASH FLOWS
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended February 29, 2016 |
|
Parent |
|
Guarantors |
|
Non-Guarantors |
|
Eliminations |
|
Consolidated |
Operating Activities |
|
|
|
|
|
|
|
|
|
Cash provided by (used in) operating activities |
$ |
(1,458 |
) |
|
$ |
(1,222 |
) |
|
$ |
31,543 |
|
|
$ |
— |
|
|
$ |
28,863 |
|
Investing Activities |
|
|
|
|
|
|
|
|
|
Proceeds from sale of property, plant and equipment |
13 |
|
|
2,568 |
|
|
2,055 |
|
|
— |
|
|
4,636 |
|
Capital expenditures |
(339 |
) |
|
(1,869 |
) |
|
(8,796 |
) |
|
— |
|
|
(11,004 |
) |
Business acquisitions, net of cash acquired |
— |
|
|
— |
|
|
(15,026 |
) |
|
— |
|
|
(15,026 |
) |
Cash (used in) provided by investing activities |
(326 |
) |
|
699 |
|
|
(21,767 |
) |
|
— |
|
|
(21,394 |
) |
Financing Activities |
|
|
|
|
|
|
|
|
|
Net repayments on revolver and other debt |
— |
|
|
— |
|
|
(210 |
) |
|
— |
|
|
(210 |
) |
Purchase of treasury shares |
(9,352 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(9,352 |
) |
Taxes paid related to the net share settlement of equity awards |
(1,332 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(1,332 |
) |
Stock option exercises, related tax benefits and other |
2,245 |
|
|
— |
|
|
— |
|
|
— |
|
|
2,245 |
|
Cash dividend |
(2,376 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(2,376 |
) |
Intercompany loan activity |
464 |
|
|
— |
|
|
(464 |
) |
|
— |
|
|
— |
|
Cash used in financing activities |
(10,351 |
) |
|
— |
|
|
(674 |
) |
|
— |
|
|
(11,025 |
) |
Effect of exchange rate changes on cash |
— |
|
|
— |
|
|
(10,619 |
) |
|
— |
|
|
(10,619 |
) |
Net decrease in cash and cash equivalents |
(12,135 |
) |
|
(523 |
) |
|
(1,517 |
) |
|
— |
|
|
(14,175 |
) |
Cash and cash equivalents—beginning of period |
18,688 |
|
|
523 |
|
|
149,635 |
|
|
— |
|
|
168,846 |
|
Cash and cash equivalents—end of period |
$ |
6,553 |
|
|
$ |
— |
|
|
$ |
148,118 |
|
|
$ |
— |
|
|
$ |
154,671 |
|
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended February 28, 2015 |
|
Parent |
|
Guarantors |
|
Non-Guarantors |
|
Eliminations |
|
Consolidated |
Operating Activities |
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) operating activities |
$ |
20,360 |
|
|
$ |
(41,149 |
) |
|
$ |
23,940 |
|
|
$ |
— |
|
|
$ |
3,151 |
|
Investing Activities |
|
|
|
|
|
|
|
|
|
Capital expenditures |
(519 |
) |
|
(2,447 |
) |
|
(9,911 |
) |
|
— |
|
|
(12,877 |
) |
Proceeds from sale of property, plant and equipment |
— |
|
|
198 |
|
|
509 |
|
|
— |
|
|
707 |
|
Intercompany investment |
(1,117 |
) |
|
— |
|
|
— |
|
|
1,117 |
|
|
— |
|
Cash used in investing activities |
(1,636 |
) |
|
(2,249 |
) |
|
(9,402 |
) |
|
1,117 |
|
|
(12,170 |
) |
Financing Activities |
|
|
|
|
|
|
|
|
|
Net borrowing on revolver and other debt |
199,000 |
|
|
— |
|
|
— |
|
|
— |
|
|
199,000 |
|
Principal repayments on term loan |
(2,250 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(2,250 |
) |
Purchase of treasury shares |
(180,512 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(180,512 |
) |
Taxes paid related to the net share settlement of equity awards |
(2,325 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(2,325 |
) |
Stock option exercises, related tax benefits and other |
4,753 |
|
|
— |
|
|
— |
|
|
— |
|
|
4,753 |
|
Cash dividend |
(2,598 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(2,598 |
) |
Intercompany loan activity |
(57,169 |
) |
|
42,010 |
|
|
15,159 |
|
|
— |
|
|
— |
|
Intercompany capital contribution |
— |
|
|
— |
|
|
1,117 |
|
|
(1,117 |
) |
|
— |
|
Cash (used in) provided by financing activities |
(41,101 |
) |
|
42,010 |
|
|
16,276 |
|
|
(1,117 |
) |
|
16,068 |
|
Effect of exchange rate changes on cash |
— |
|
|
— |
|
|
(28,564 |
) |
|
— |
|
|
(28,564 |
) |
Net (decrease) increase in cash and cash equivalents |
(22,377 |
) |
|
(1,388 |
) |
|
2,250 |
|
|
— |
|
|
(21,515 |
) |
Cash and cash equivalents—beginning of period |
27,931 |
|
|
3,325 |
|
|
77,756 |
|
|
— |
|
|
109,012 |
|
Cash and cash equivalents—end of period |
$ |
5,554 |
|
|
$ |
1,937 |
|
|
$ |
80,006 |
|
|
$ |
— |
|
|
$ |
87,497 |
|
|