Guarantor Subsidiaries

12 Months Ended

Aug. 31, 2015

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, of which $288.1 million remains outstanding as of August 31, 2015. 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 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, 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)



	Year Ended August 31, 2015
	Parent			Guarantors			Non-Guarantors			Eliminations			Consolidated
Net sales	$	158,836		$	268,070		$	822,348		$	—		$	1,249,254
Cost of products sold	40,858			189,251			557,304			—			787,413
Gross profit	117,978			78,819			265,044			—			461,841
Selling, administrative and engineering expenses	74,588			56,054			168,959			—			299,601
Impairment charge	—			20,249			64,104			—			84,353
Amortization of intangible assets	1,272			10,594			12,467			—			24,333
Operating profit (loss)	42,118			(8,078		)	19,514			—			53,554
Financing costs, net	29,295			—			(1,238		)	—			28,057
Intercompany expense (income), net	(19,727		)	1,432			18,295			—			—
Intercompany dividends	(212		)	(243		)	(31		)	486			—
Other expense (income), net	160			(71		)	17			—			106
Earnings (loss) before income tax expense (benefit)	32,602			(9,196		)	2,471			(486		)	25,391
Income tax expense (benefit)	(8,218		)	1,702			12,119			(84		)	5,519
Net earnings (loss) before equity in earnings (loss) of subsidiaries	40,820			(10,898		)	(9,648		)	(402		)	19,872
Equity in earnings (loss) of subsidiaries	(20,948		)	8,466			31			12,451			—
Net earnings (loss)	$	19,872		$	(2,432	)	$	(9,617	)	$	12,049		$	19,872
Comprehensive loss	$	(125,360	)	$	(19,551	)	$	(85,374	)	$	104,925		$	(125,360	)

CONDENSED CONSOLIDATING STATEMENTS OF EARNINGS AND COMPREHENSIVE INCOME

(in thousands)



	Year Ended August 31, 2014
	Parent			Guarantors			Non-Guarantors			Eliminations			Consolidated
Net sales	$	195,573		$	315,715		$	888,574		$	—		$	1,399,862
Cost of products sold	57,464			219,750			575,776			—			852,990
Gross profit	138,109			95,965			312,798			—			546,872
Selling, administrative and engineering expenses	96,220			44,102			191,771			—			332,093
Loss (gain) on product line divestiture	1,200			(14,695		)	—			—			(13,495		)
Amortization of intangible assets	1,272			10,520			13,374			—			25,166
Operating profit	39,417			56,038			107,653			—			203,108
Financing costs, net	25,611			3			(569		)	—			25,045
Intercompany expense (income), net	(27,601		)	5,520			22,081			—			—
Other expense (income), net	12,716			153			(8,832		)	—			4,037
Earnings from continuing operations before income tax expense (benefit)	28,691			50,362			94,973			—			174,026
Income tax expense (benefit)	(16,529		)	30,793			18,309			—			32,573
Net earnings from continuing operations before equity in earnings of subsidiaries	45,220			19,569			76,664			—			141,453
Equity in earnings of subsidiaries	139,865			33,061			6,160			(179,086		)	—
Earnings from continuing operations	185,085			52,630			82,824			(179,086		)	141,453
Earnings (loss) from discontinued operations	(21,512		)	56,494			(12,862		)	—			22,120
Net earnings	$	163,573		$	109,124		$	69,962		$	(179,086	)	$	163,573
Comprehensive income	$	163,825		$	123,148		$	55,990		$	(179,138	)	$	163,825

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(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 (benefit)	58,219			21,821			82,909			—		162,949
Income tax expense (benefit)	(798		)	2,009			14,161			—		15,372
Net earnings from continuing operations 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 BALANCE SHEETS

(in thousands)



	August 31, 2015
	Parent		Guarantors		Non-Guarantors		Eliminations			Consolidated
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 & 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
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 other 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	584,309		—		—		—			584,309
Deferred income taxes	43,210		—		29,731		—			72,941
Pension and post-retirement 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 BALANCE SHEETS

(in thousands)



	August 31, 2014
	Parent		Guarantors		Non-Guarantors		Eliminations			Consolidated
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 & 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
Trade accounts payable	$	20,014	$	25,673	$	100,111	$	—		$	145,798
Accrued compensation and benefits	15,135		3,293		34,536		—			52,964
Current maturities of debt	4,500		—		—		—			4,500
Income taxes payable	31,582		—		6,765		—			38,347
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 post-retirement 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)



	Year Ended August 31, 2015
	Parent			Guarantors			Non-Guarantors			Eliminations			Consolidated
Operating Activities
Net cash provided by (used in) operating activities	$	88,166		$	(33,047	)	$	73,849		$	—		$	128,968
Investing Activities
Capital expenditures	(1,086		)	(4,094		)	(17,336		)	—			(22,516		)
Proceeds from sale of property, plant and equipment	—			258			986			—			1,244
Intercompany investment	(3,727		)	—			—			3,727			—
Cash used in investing activities	(4,813		)	(3,836		)	(16,350		)	3,727			(21,272		)
Financing Activities
Net borrowings on revolver and other debt	—			—			220			—			220
Principal repayment on term loan	(3,375		)	—			—			—			(3,375		)
Proceeds from term loans	213,375			—			—			—			213,375
Redemption on 5.625% Senior Notes	(11,941		)	—			—			—			(11,941		)
Debt issuance costs	(2,025		)	—			—			—			(2,025		)
Purchase of treasury shares	(212,003		)	—			—			—			(212,003		)
Stock option exercises, related tax benefits and other	5,396			—			—			—			5,396
Cash dividend	(2,598		)	—			—			—			(2,598		)
Intercompany loan activity	(79,425		)	34,081			45,344			—			—
Intercompany capital contributions	—			—			3,727			(3,727		)	—
Cash provided by (used in) financing activities	(92,596		)	34,081			49,291			(3,727		)	(12,951		)
Effect of exchange rate changes on cash	—			—			(34,911		)	—			(34,911		)
Net increase (decrease) in cash and cash equivalents	(9,243		)	(2,802		)	71,879			—			59,834
Cash and cash equivalents—beginning of period	27,931			3,325			77,756			—			109,012
Cash and cash equivalents—end of period	$	18,688		$	523		$	149,635		$	—		$	168,846

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

(in thousands)



	Year Ended August 31, 2014
	Parent			Guarantors			Non-Guarantors			Eliminations			Consolidated
Operating Activities
Net cash provided by (used in) operating activities	$	75,924		$	(20,966	)	$	84,992		$	(14,716	)	$	125,234
Investing Activities
Capital expenditures	(4,498		)	(4,675		)	(32,684		)	—			(41,857		)
Proceeds from sale of property, plant and equipment	85			484			43,705			—			44,274
Proceeds from sale of businesses	(4,586		)	250,748			43,428			—			289,590
Business acquisitions, net of cash acquired	(30,500		)	—			—			—			(30,500		)
Intercompany investment	—			(99,963		)	—			99,963			—
Cash (used in) provided by investing activities	(39,499		)	146,594			54,449			99,963			261,507
Financing Activities
Net repayments on revolver	(125,000		)	—			—			—			(125,000		)
Payment of deferred acquisition consideration	—			—			(1,585		)	—			(1,585		)
Purchase of treasury shares	(283,712		)	—			—			—			(283,712		)
Stock option exercises, related tax benefits and other	32,224			—			—			—			32,224
Cash dividend	(2,919		)	—			(14,716		)	14,716			(2,919		)
Intercompany loan activity	354,791			(122,303		)	(232,488		)	—			—
Intercompany capital contribution	—			—			99,963			(99,963		)	—
Cash used financing activities	(24,616		)	(122,303		)	(148,826		)	(85,247		)	(380,992		)
Effect of exchange rate changes on cash	—			—			(723		)	—			(723		)
Net increase (decrease) in cash and cash equivalents	11,809			3,325			(10,108		)	—			5,026
Cash and cash equivalents—beginning of period	16,122			—			87,864			—			103,986
Cash and cash equivalents—end of period	$	27,931		$	3,325		$	77,756		$	—		$	109,012

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
Capital expenditures	(2,022		)	(4,021		)	(17,625		)	—		(23,668		)
Proceeds from sale of property, plant and equipment	563			206			852			—		1,621
Proceeds from sale of business	—			—			4,854			—		4,854
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 repayments on revolver	125,000			—			—			—		125,000
Principal repayment on term loans	(7,500		)	—			—			—		(7,500		)
Payment of deferred acquisition consideration	(1,350		)	—			(4,028		)	—		(5,378		)
Debt issuance cost	(2,035		)	—			—			—		(2,035		)
Purchase of treasury shares	(41,832		)	—			—			—		(41,832		)
Stock option exercises, related tax benefits and other	33,261			—			—			—		33,261
Cash dividend	(2,911		)	—			—			—		(2,911		)
Intercompany loan activity	(179,050		)	(22,371		)	201,421			—		—
Cash provided by (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 in cash and cash equivalents	3,721			(91		)	32,172			—		35,802
Cash and cash equivalents—beginning of period	12,401			91			55,692			—		68,184
Cash and cash equivalents—end of period	$	16,122		$	—		$	87,864		$	—	$	103,986