Guarantor Subsidiaries

12 Months Ended

Aug. 31, 2013

Organization, Consolidation and Presentation of Financial Statements [Abstract]

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