Guarantor Subsidiaries

6 Months Ended

Feb. 28, 2014

Organization, Consolidation and Presentation of Financial Statements [Abstract]

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, 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 EARNINGS AND COMPREHENSIVE INCOME

(in thousands)

	Three Months Ended February 28, 2014
	Parent			Guarantors			Non-Guarantors			Eliminations			Consolidated
Net sales	$	43,595		$	75,203		$	208,972		$	—		$	327,770
Cost of products sold	11,992			52,009			139,322			—			203,323
Gross profit	31,603			23,194			69,650			—			124,447
Selling, administrative and engineering expenses	19,399			13,753			46,088			—			79,240
Amortization of intangible assets	318			2,576			3,332			—			6,226
Operating profit	11,886			6,865			20,230			—			38,981
Financing costs, net	6,499			—			(237		)	—			6,262
Intercompany expense (income), net	(12,153		)	5,334			6,819			—			—
Other expense (income), net	669			(125		)	782			—			1,326
Earnings from continuing operations before income tax expense	16,871			1,656			12,866			—			31,393
Income tax expense	4,885			479			3,725			—			9,089
Net earnings before equity in earnings (loss) of subsidiaries	11,986			1,177			9,141			—			22,304
Equity in earnings (loss) of subsidiaries	50,097			(23,996		)	867			(26,968		)	—
Earnings (loss) from continuing operations	62,083			(22,819		)	10,008			(26,968		)	22,304
Earnings (loss) from discontinued operations, net of income taxes	(20,691		)	53,156			(13,377		)	—			19,088
Net earnings (loss)	$	41,392		$	30,337		$	(3,369	)	$	(26,968	)	$	41,392
Comprehensive income (loss)	$	45,789		$	34,943		$	(5,804	)	$	(29,139	)	$	45,789

CONDENSED CONSOLIDATING STATEMENTS OF EARNINGS AND COMPREHENSIVE INCOME

(in thousands)

	Three Months Ended February 28, 2013
	Parent			Guarantors			Non-Guarantors			Eliminations			Consolidated
Net sales	$	47,407		$	66,709		$	186,352		$	—		$	300,468
Cost of products sold	14,938			47,395			121,957			—			184,290
Gross profit	32,469			19,314			64,395			—			116,178
Selling, administrative and engineering expenses	17,842			14,623			40,874			—			73,339
Amortization of intangible assets	318			2,657			2,993			—			5,968
Operating profit	14,309			2,034			20,528			—			36,871
Financing costs, net	6,409			1			(150		)	—			6,260
Intercompany expense (income), net	(4,651		)	(876		)	5,527			—			—
Other expense (income), net	(384		)	(53		)	400			—			(37		)
Earnings from continuing operations before income tax expense (benefit)	12,935			2,962			14,751			—			30,648
Income tax expense (benefit)	2,832			(785		)	2,767			—			4,814
Net earnings before equity in earnings (loss) of subsidiaries	10,103			3,747			11,984			—			25,834
Equity in earnings (loss) of subsidiaries	18,684			10,765			(589		)	(28,860		)	—
Earnings from continuing operations	28,787			14,512			11,395			(28,860		)	25,834
Earnings (loss) from discontinued operations, net of income taxes	(352		)	2,515			438			—			2,601
Net earnings	$	28,435		$	17,027		$	11,833		$	(28,860	)	$	28,435
Comprehensive income	$	16,464		$	4,840		$	12,009		$	(16,849	)	$	16,464

CONDENSED CONSOLIDATING STATEMENTS OF EARNINGS AND COMPREHENSIVE INCOME

(in thousands)

	Six months ended February 28, 2014
	Parent			Guarantors			Non-Guarantors			Eliminations			Consolidated
Net sales	$	88,686		$	154,839		$	423,801		$	—		$	667,326
Cost of products sold	24,064			107,264			279,771			—			411,099
Gross profit	64,622			47,575			144,030			—			256,227
Selling, administrative and engineering expenses	36,257			29,705			95,196			—			161,158
Amortization of intangible assets	636			5,151			6,654			—			12,441
Operating profit	27,729			12,719			42,180			—			82,628
Financing costs, net	13,278			3			(269		)	—			13,012
Intercompany expense (income), net	(17,150		)	4,995			12,155			—			—
Other expense (income), net	11,086			(418		)	(8,201		)	—			2,467
Earnings from continuing operations before income tax expense	20,515			8,139			38,495			—			67,149
Income tax expense	5,893			2,274			3,673			—			11,840
Net earnings before equity in earnings (loss) of subsidiaries	14,622			5,865			34,822			—			55,309
Equity in earnings (loss) of subsidiaries	84,319			(10,663		)	4,067			(77,723		)	—
Earnings (loss) from continuing operations	98,941			(4,798		)	38,889			(77,723		)	55,309
Earnings (loss) from discontinued operations, net of income taxes	(21,512		)	56,494			(12,862		)	—			22,120
Net Earnings	$	77,429		$	51,696		$	26,027		$	(77,723	)	$	77,429
Comprehensive income	$	98,829		$	73,740		$	21,867		$	(95,607	)	$	98,829

CONDENSED CONSOLIDATING STATEMENTS OF EARNINGS AND COMPREHENSIVE INCOME

(in thousands)

	Six Months Ended February 28, 2013
	Parent			Guarantors			Non-Guarantors			Eliminations			Consolidated
Net sales	$	93,245		$	136,899		$	378,133		$	—		$	608,277
Cost of products sold	27,347			95,698			244,686			—			367,731
Gross profit	65,898			41,201			133,447			—			240,546
Selling, administrative and engineering expenses	34,959			29,726			83,514			—			148,199
Amortization of intangible assets	639			5,314			6,049			—			12,002
Operating profit	30,300			6,161			43,884			—			80,345
Financing costs, net	12,767			6			(191		)	—			12,582
Intercompany expense (income), net	(11,921		)	1,079			10,842			—			—
Other expense (income), net	(747		)	(464		)	1,818			—			607
Earnings from continuing operations before income tax expense (benefit)	30,201			5,540			31,415			—			67,156
Income tax expense (benefit)	6,008			(326		)	5,089			—			10,771
Net earnings before equity in earnings of subsidiaries	24,193			5,866			26,326			—			56,385
Equity in earnings of subsidiaries	41,235			28,664			435			(70,334		)	—
Earnings from continuing operations	65,428			34,530			26,761			(70,334		)	56,385
Earnings (loss) from discontinued operations, net of income taxes	$	(650	)	$	5,378		$	3,665		$	—		$	8,393
Net Earnings	$	64,778		$	39,908		$	30,426		$	(70,334	)	$	64,778
Comprehensive income	$	64,982		$	33,698		$	38,028		$	(71,726	)	$	64,982

CONDENSED CONSOLIDATING BALANCE SHEETS

(in thousands)

	February 28, 2014
	Parent		Guarantors		Non-Guarantors			Eliminations			Consolidated
ASSETS
Current assets
Cash and cash equivalents	$	11,580	$	26	$	143,411		$	—		$	155,017
Accounts receivable, net	18,589		42,072		173,290			—			233,951
Inventories, net	32,100		45,070		87,824			—			164,994
Deferred income taxes	10,656		—		5,670			—			16,326
Other current assets	10,187		1,126		18,803			—			30,116
Total current assets	83,112		88,294		428,998			—			600,404
Property, plant and equipment, net	8,288		22,342		177,549			—			208,179
Goodwill	62,543		264,502		422,737			—			749,782
Other intangibles, net	12,611		136,107		223,316			—			372,034
Investment in subsidiaries	2,213,047		751,730		222,605			(3,187,382		)	—
Intercompany receivable	—		683,850		455,699			(1,139,549		)	—
Other long-term assets	12,957		22		15,756			—			28,735
Total assets	$	2,392,558	$	1,946,847	$	1,946,660		$	(4,326,931	)	$	1,959,134
LIABILITIES & SHAREHOLDERS' EQUITY
Current liabilities
Trade accounts payable	$	20,342	$	29,988	$	103,396		$	—		$	153,726
Accrued compensation and benefits	10,439		3,183		32,202			—			45,824
Current maturities of long-term debt	2,250		—		—			—			2,250
Income taxes payable	35,187		—		(2,338		)	—			32,849
Other current liabilities	20,101		9,930		33,615			—			63,646
Total current liabilities	88,319		43,101		166,875			—			298,295
Long-term debt, less current maturities	387,750		—		—			—			387,750
Deferred income taxes	42,124		—		52,990			—			95,114
Pension and postretirement benefit liabilities	7,585		—		4,698			—			12,283
Other long-term liabilities	51,657		110		12,824			—			64,591
Intercompany payable	714,022		—		425,527			(1,139,549		)	—
Shareholders’ equity	1,101,101		1,903,636		1,283,746			(3,187,382		)	1,101,101
Total liabilities and shareholders’ equity	$	2,392,558	$	1,946,847	$	1,946,660		$	(4,326,931	)	$	1,959,134

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 and 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)

	Six Months Ended February 28, 2014
	Parent			Guarantors			Non-Guarantors			Eliminations			Consolidated
Operating Activities
Net cash provided by (used in) operating activities	$	(223	)	$	8,331		$	43,491		$	(14,716	)	$	36,883
Investing Activities
Proceeds from sale of property, plant and equipment	1			74			1,933			—			2,008
Proceeds (loss) on sale of businesses, net of transaction costs	(4,134		)	214,268			33,252			—			243,386
Intercompany investment	—			(99,963		)	—			99,963			—
Capital expenditures	(2,424		)	(2,379		)	(17,423		)	—			(22,226		)
Net cash provided by (used in) investing activities	(6,557		)	112,000			17,762			99,963			223,168
Financing Activities
Net repayments on revolver	(125,000		)	—			—			—			(125,000		)
Changes in receivables and payables to subsidiaries	213,449			(120,305		)	(93,144		)	—			—
Intercompany capital contributions	—			—			99,963			(99,963		)	—
Purchase of treasury shares	(109,095		)	—			—			—			(109,095		)
Stock option exercises and related tax benefits	25,803			—			—			—			25,803
Payment of contingent acquisition consideration	—			—			(753		)	—			(753		)
Cash dividend	(2,919		)	—			(14,716		)	14,716			(2,919		)
Net cash provided by (used in) financing activities	2,238			(120,305		)	(8,650		)	(85,247		)	(211,964		)
Effect of exchange rate changes on cash	—			—			2,944			—			2,944
Net increase (decrease) in cash and cash equivalents	(4,542		)	26			55,547			—			51,031
Cash and cash equivalents—beginning of period	16,122			—			87,864			—			103,986
Cash and cash equivalents—end of period	$	11,580		$	26		$	143,411		$	—		$	155,017

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

(in thousands)

	Six Months Ended February 28, 2013
	Parent			Guarantors			Non-Guarantors			Eliminations		Consolidated
Operating Activities
Net cash provided by operating activities	$	5,606		$	8,913		$	25,804		$	—	$	40,323
Investing Activities
Proceeds from sale of property, plant and equipment	562			74			541			—		1,177
Capital expenditures	(668		)	(2,014		)	(9,044		)	—		(11,726		)
Business acquisitions, net of cash acquired	—			—			(83		)	—		(83		)
Net cash used in investing activities	(106		)	(1,940		)	(8,586		)	—		(10,632		)
Financing Activities
Principal repayments of term loans	(2,500		)	—			—			—		(2,500		)
Intercompany loan activity	(7,370		)	(7,064		)	14,434			—		—
Purchase of treasury shares	(8,821		)	—			—			—		(8,821		)
Payment of contingent acquisition consideration	(1,350		)	—			—			—		(1,350		)
Stock option exercises and related tax benefits	10,772			—			—			—		10,772
Cash dividend	(2,911		)	—			—			—		(2,911		)
Net cash provided by (used in) financing activities	(12,180		)	(7,064		)	14,434			—		(4,810		)
Effect of exchange rate changes on cash	—			—			(2,242		)	—		(2,242		)
Net (decrease) increase in cash and cash equivalents	(6,680		)	(91		)	29,410			—		22,639
Cash and cash equivalents—beginning of period	12,401			91			55,692			—		68,184
Cash and cash equivalents—end of period	$	5,721		$	—		$	85,102		$	—	$	90,823