UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
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| | ý☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) |
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended August 31, 20132016
OR
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| | ¨☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) |
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition period from to to
Commission File No. 1-11288
ACTUANT CORPORATION
(Exact name of Registrant as specified in its charter)
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| Wisconsin | | 39-0168610 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
N86 W12500 WESTBROOK CROSSING
MENOMONEE FALLS, WISCONSIN 53051
Mailing address: P.O. Box 3241, Milwaukee, Wisconsin 53201
(Address of principal executive offices)
(262) 293-1500
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
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| | (Title of each class) | | (Name of each exchange on which registered) | |
| | Class A Common Stock, par value $0.20 per share | | New York Stock Exchange | |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by checkmark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yesþ ☒ No¨ ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15d of the Act. Yes¨ ☐ Noþ ☒
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yesþ ☒ No¨ ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þYes No☒ ¨No ☐
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer,” “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
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| Large accelerated filer | x☒
| | Accelerated filer | o☐
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| Non-accelerated filer | o☐
| | Smaller-reporting company | o☐
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| (do not check if a smaller reporting company) | | | | |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.): Yes ¨☐ No ý☒
There were 73,042,30358,960,716 shares of the Registrant’s Class A Common Stock outstanding as of September 30, 20132016. The aggregate market value of the shares of Common Stock (based upon the closing price on the New York Stock Exchange on February 28, 2013)29, 2016) held by non-affiliates of the Registrant was approximately $2,186 million.$1.36 billion.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the definitive Proxy Statement for the Annual Meeting of Shareholders to be held on January 14, 201417, 2017 are incorporated by reference into Part III hereof.
TABLE OF CONTENTS
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Actuant Corporation provides free-of-charge access to our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments thereto, through our website, www.actuant.com, as soon as reasonably practical after such reports are electronically filed with the Securities and Exchange Commission.
FORWARD LOOKING STATEMENTS AND CAUTIONARY FACTORS
This annual report on Form 10-K contains certain statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties. The terms “may,” “should,” “could,” “anticipate,” “believe,” “estimate,” “expect,” “objective,” “plan,” “project” and similar expressions are intended to identify forward-looking statements. Such forward-looking statements are subject to inherent risks and uncertainties that may cause actual results or events to differ materially from those contemplated by such forward-looking statements. In addition to the assumptions and other factors referred to specifically in connection with such statements, factors that may cause actual results or events to differ materially from those contemplated by such forward-looking statements include, without limitation, general economic conditions anduncertainty, market conditions in the industrial, oil & gas, energy, power generation, infrastructure, commercial construction, truck, automotive, specialty vehicle and agriculture industries, market acceptance of existing and new products, successful integration of acquisitions and related restructuring, operating margin risk due to competitive pricing and operating efficiencies, supply chain risk, material, labor, or overhead cost increases, foreign currency risk, interest rate risk, commodity risk, the impact of geopolitical activity, on the economy, the timinglitigation matters, impairment of goodwill or strength of an economic recovery in the Company’s markets, litigation matters,other intangible assets, the Company’s ability to access capital markets and other factors that may be referred to or noted in the Company’s reports filed with the Securities and Exchange Commission from time to time.time, including those described under "Item 1A. Risk Factors" of this annual report on Form 10-K. We disclaim any obligation to publicly update or revise any forward-looking statements as a result of new information, future events or any other reason.
When used herein, the terms “Actuant,” “we,” “us,” “our,” and the “Company” refer to Actuant Corporation and its subsidiaries.
PART I
Item 1. Business
General
Actuant Corporation, headquartered in Menomonee Falls, Wisconsin, is a Wisconsin corporation incorporated in 1910. We are a global diversified company that designs, manufactures and distributes a broad range of industrial products and systems to various end markets. The Company is organized into three operating and reportable segments as follows:segments: Industrial, Energy and Engineered Solutions. The Industrial segment is primarily involved in the design, manufacture and distribution of branded hydraulic and mechanical tools to the maintenance, industrial, infrastructure and production automation markets. The Energy segment provides joint integrity products and services, customized offshore vessel mooring solutions, as well as rope and cable solutions to the global oil & gas, power generation and other energy markets. The Engineered Solutions segment provides highly engineered position and motion control systems to original equipment manufacturers (“OEM”) in various on and off-highway vehicle markets, as well as a variety of other products to the industrial and agricultural markets. Financial information related to the Company's reportable segments is included in Note 13, "Business Segment, Geographic and Customer Information" in the notes to the consolidated financial statements.
Our long-term goal is to grow annual diluted earnings per share (“EPS”), excluding unusual or non-recurring items, faster than most multi-industry peers. We intend to leverage our market positions to generate annualbusiness model, illustrated below, emphasizes cash flow generation. The model starts with core sales growth, (overall sales(sales growth excluding the impact of acquisitions, divestitures and foreign currency rate changes) through customer intimacy, new products and emerging market penetration. We further increase sales and profits through capital deployment in business acquisitions and capital expenditures. The acquisitions add new capabilities, technologies, customers and geographic presence to make our businesses stronger. Operational excellence processes including effective product sourcing, lean manufacturing, acquisition integration and leadership development, along with other continuous improvement activities, are utilized to improve our businesses. When executed effectively, these actions generate strong earnings and cash flow, which we reinvest back into the business or return to shareholders via dividends and stock buybacks.
Our long-term goal is to grow diluted earnings per share faster than most multi-industry peers. We intend to leverage our strong market positions to generate core sales growth that exceeds the annualend-market growth ratesrates. Core sales growth is accomplished through a combination of the gross domesticshare capture, product in theinnovation and market expansion into emerging industries and geographic regions in which we operate.regions. In addition to core sales growth, we are focused on acquiring complementary businesses. Following an acquisition, we seek to drive cost reductions, develop additionalgrowth opportunities (additional cross-selling opportunities and deepen customer relationships.relationships) and cost reductions via operational excellence. We also focus on profit margin expansion and cash flow generation to achieve our financial objectives. Our LEAD (“Lean Enterprise Across Disciplines”) operational excellence processBusiness System utilizes various continuous improvement techniques to reduce costs, and improve efficiencies and drive operational excellence across all locations and functions worldwide, thereby expanding profit margins. Strong cash flow generation is achieved by maximizing returns on assets and minimizing primary working capital needs. Our LEAD efforts also support our Growth + Innovation (“G + I”) initiative, a process focused on increasing core sales growth. The cash flow that results from efficient asset management and improved profitability is used to fund strategic acquisitions, treasury sharecommon stock repurchases and internal growth opportunities.
AOur businesses provide an array of products and services across multiple end markets and geographies which results in significant portiondiversification. The long-term sales growth and profitability of our growth has comebusiness is dependent not only on increased demand in end markets and the overall economic environment, but also on our ability to identify, consummate and integrate strategic acquisitions, develop and market innovative new products, expand our business activity geographically and continuously improve operational excellence. Despite current challenges from business acquisitionsweak end market demand, we remain focused on maintaining our financial position and this will continueflexibility by adjusting our cost structure to be an important part of our strategyreflect changes in the future. For further information, see Note 2, “Acquisitions” in the notes to consolidated financial statements.demand levels and by proactively managing working capital and cash flow generation.
Description of Business Segments
Industrial
The Industrial segment is a leading global supplier of branded hydraulic and mechanical tools to a broad array of end markets, including the general maintenance and repair, industrial, energy, mining, infrastructure and production automation.automation markets. Its primary products include high-force hydraulic tools, highly engineered heavy lifting solutions, workholding (production automation) solutions and concrete stressing products.components and systems. Our hydraulic and mechanical tools are marketed primarily through the Enerpac, Simplex, Precision Sure-LockPrecision-Hayes, Milwaukee Cylinder and Milwaukee CylinderLarzep brand names.
Our Industrial Tools product line includes high-force hydraulic and mechanical tools including cylinders,(cylinders, pumps, valves, specialty tools and pressespresses), which are designed to allow users to apply controlled force and motion to increase productivity, reduce labor costs and make work safer and easier to perform. These hydraulic tools operate at very high pressures of approximately 5,000 to 12,000 pounds per square inch and are generally sold by a diverse group of industrial and specialty fluid power distributors to customers in the infrastructure, mining, steel mill, cement, rail, oil & gas, power generation and general maintenance industries. KeyExamples of industrial distributors include W.W. Grainger, Applied Industrial Technologies, MSC, Maskin K. Lund,Blackwoods and Industrial Air Tool and Al Masaood Trading.Tool.
In addition to providing a comprehensive line of industrial tools, the segment also provides high-force hydraulic systems (integrated solutions) to meet customer specific requirements for safe and precise control of movement and positioning. These customized solutions, which combine hydraulics, steel fabrication and electronic controls with engineering and application knowledge, are typically utilized in major infrastructure projects (bridges, stadiums, tunnels and offshore platforms) for heavy lifting, launching & skidding or synchronous lifting applications.
The Industrial segment hasWe have leveraged production and engineering capabilities to also offer a broad range of workholding products (work supports, swing cylinders and system components) that are marketed through distributors to the automotive, machine tool and fixture design markets. In addition, the segment designs, manufactureswe design, manufacture and distributesdistribute concrete pre- and post-tensioningtensioning products (chucks and wedges,
stressing jacks and anchors), which are used by concrete tensioning system designers, fabricators and installers for the residential and commercial construction, bridge, infrastructure and mining markets.
In addition to providing a comprehensive line of industrial tools, the segment also provides high-force hydraulic systems (Integrated Solutions) to meet customer-specific requirements for safe and precise control of heavy lifting solutions. These solutions, many of which are customized, combine hydraulics, fabricated structures and electronic controls with engineering and application knowledge, and are typically utilized in major industrial, infrastructure and power generation projects involving heavy lifting, launching and skidding or synchronous lifting applications. Our Integrated Solutions standard product offering includes hydraulic gantries, strand jacks and synchronous lift systems, among other products.
Energy
The Energy segment provides technical products and services to the global energy markets, where safety, reliability, up-time and productivity are key value drivers. Products include joint integrity tools, and connectors for oil & gas and power generation installations, mooring solutions, as well as ropemaintenance services and cable solutions.high performance ropes, cables and umbilicals. In addition to these products, the Energy segment also provides customized offshore vessel mooring solutions, joint integrity tools under rental arrangements, technical manpower services, including machining, engineeringsolutions, as well as rope and maintenance activities.cable solutions to the global oil & gas, power generation and energy markets. The products and services of the Energy segment are distributed and marketed under various brand names (principally Hydratight, D.L. Ricci, Morgrip, Cortland FibronBX, Puget Sound Rope, Biach, Selantic, Viking SeaTech and Jeyco)Viking) to OEMs, maintenance and service organizations and energy producers in emerging and developed countries.
JointOur Energy Maintenance & Integrity product line provides joint integrity products includeincluding hydraulic torque wrenches, bolt tensioners, and portable machining equipment and subsea connectors, which are either sold or rented to asset owners, service providers and end users. These products are used in the maintenance of bolted joints on oil rigs and platforms, wind turbines, refineries and pipelines, petrochemical installations, as well as fossil fuel and nuclear power plants to reduce customer downtime and provide increased safety and reliability. Hydratight also provides manpower services where our highly trained technicians perform bolting, machining, pipeline precommissioning and joint integrity work for customers. Our joint integrity business operates to world class safety standards while delivering products and services through a localized infrastructure of rental and maintenance depots. Service,Joint integrity sales consist of technical manpower services, product sales and rental revenue each generate approximately one-third of our joint integrity sales.revenue. This business maintains strong relationships with a variety of leading firmscustomers such as Statoil, Petrobras, Baker Hughes, Bechtel, Chevron, Subsea 7 and Tig Tesco Intl.British Petroleum (BP).
TheOur Other Energy segment alsoSolutions product line, which includes our Cortland and Viking businesses, provides customized rope and cable solutions as well as marine mooring solutions. Cortland develops highly-engineered rope, umbilical and cable solutions that maximize performance, safety and efficiency for customers in various markets including oil & gas, heavy marine, subsea, ROVdiving and seismic.remote operating vehicle ("ROV"). With its global design and manufacturing capabilities, the Cortlandthis business is able to provide customized synthetic ropes, heavy lift slings, specialized mooring, rigging and towing systems, electro-optical-mechanical cables and umbilicals to customers including leading firms such as Sercel,Aker Solutions, FMC Technologies, Expro General Electric and Halliburton.Technip. These products are utilized in critical applications, often deployed in harsh operating conditions (sub-sea(including subsea oil & gas production, maintenance and exploration) and are required to meet robust safety standards. Additional custom designed products are also sold into a variety of other niche markets including mining, medical, security, aerospace and defense.
The August 2013 acquisition of Viking SeaTech (“Viking”) further expandsIn addition, the Energy segment's geographic presence, technologies and services provided to the global energy market. Headquartered in Aberdeen, Scotland, Viking is an offshore support specialist providingSegment also provides customers with a comprehensive range of marine mooring equipment and associated services (survey, inspection, design and installation) to meet the demands of offshore energy assets. Our Viking business delivers efficient and safe mooring solutions in the harshest environments to customers involved in offshore oil & gas industry.exploration, drilling and floating production storage and offloading (FPSO) projects, offshore construction and renewable energy projects. These marine products (including chains, anchors, cables and fiber rope), innovative solutions and services increase customer uptime and ensure safe operations. Viking serves
services customers globally, with primary markets in the North Sea (U.K.including Statoil, Chevron, Woodside Energy and Norway) and Australia. The majority of Viking's revenue is derived from offshore vessel mooring solutions which include design, rental, installation and inspection. Viking also provides survey, manpower and other marine services to offshore operators, drillers and energy asset owners.BP.
Engineered Solutions
The Engineered Solutions segment is a leading global designer and assembler of customized position and motion control systems and other industrial products to various transportationvehicle and other niche markets. ThisThe segment focuses on providing technical and highly engineered products, including actuation systems, mechanical power transmission products, engine air flow management systems, human to machine interface ("HMI") solutions and other rugged electronic instrumentation. Products in the Engineered Solutions segment are primarily marketed directly to OEMs through a technical sales organization. Within this segment, engineering capabilities, technical service, price, quality and established customer relationships are key competitive advantages.
Approximately one-halfforty percent of this segment’s revenue comes from the Vehicle SystemsOn-Highway product line (Power-Packer and Gits and Power Gear brands)brand names), with sales to the heavy duty truck, automotive off-highway and specialty vehicle markets. Products include hydraulic cab-tilt and latching systems which are sold to global heavy duty truck OEMs such as Volvo, Iveco, Scania, Paccar-DAF, FAW and CNHTC, andas well as automotive electro-hydraulic convertible top latching and actuation systems. The automotive convertible top actuation systems are utilized on both retractable soft and hard top vehicles manufactured by OEMs such as Daimler, General Motors, Volkswagen Renault, Peugeot, BMW, Volvo and Nissan.BMW. Our diesel engine air flow solutions, such as exhaust gas recirculation (“EGR”) systems and air flow actuators, are used by diesel engine and turbocharger manufacturers to reduce emissions, improve fuel efficiency and increase horsepower. Primary end markets include heavy duty truck and off-highway equipment serving customers such as Caterpillar, Cummins, Honeywell and Borg Warner. We also sell actuation systems to various automotive and specialty vehicle customers (principally in the defense, recreational vehicle and off-highway markets) such as Honeywell, BorgWarner, Oshkosh and Fleetwood.
The broad range of products, technologies and engineered solutions ofoffered by Weasler Engineering, maximatecc and Elliott Manufacturing and Sanlo comprise the Agriculture, Off-Highway and Other product line within the segment. Products include severe-duty electronic instrumentation (including displays and clusters, machine controls and sensors), HMI solutions and power transmission products (highly engineered power transmission components including drive shafts, torque limiters, gearboxes, torsional dampers and flexible shafts). These products are sold to a variety of niche markets including agricultural, implement, lawn & turf, construction, forestry, industrial, aerospace, material handling and security. Representative customers include John Deere, Caterpillar, CNH, Stihl and MTD Products.
International Business
Our products and services are generally available globally, with our principal markets outside the United States being Europe and Asia. In fiscal 20132016 we derived approximately 43%42% of our net sales from the United States, 38%36% from Europe, and13% from Asia, 6% from the Middle East, 14% from Asia and 5%3% from other geographic areas. We have operations around the world and this geographic diversity allows us to draw on the skills of a global workforce, provides flexibility to our operations, allows us to drive economies of scale, provides revenue streams that may help offset economic trends that are specific to individual countries and offers us an opportunity to access new markets. In addition, we believe that our future growth depends, in part, on our ability to develop products and sales opportunities that successfully target developing countries. Although international operations are subject to certain risks, we continue to believe that a global presence is key to maintaining strong relationships with many of our global customers. Financial information related to the Company's geographic areas is included in Note 10, "Income Taxes" and Note 13, "Business Segment, Geographic and Customer Information" in the notes to the consolidated financial statements.
Product Development and Engineering
We conduct research and development activities to develop new products, enhance the functionality, effectiveness, ease of use and reliability of our existing products and expand the applications for our products. We believe that our engineering and research &and development efforts have been key drivers of our success in the marketplace. Our advanced design and engineering capabilities contribute to the development of innovative and highly engineered products, maintain our technological leadership in each segment and enhance our ability to provide customers with unique and customized solutions and products. While much research and development activity supportsinvolves improvements to existing products, our engineering staff engages in research for new products and product enhancements. We anticipate that we will continue to make significant expenditures for research and development as we seek to provide innovative products to maintain and improve our competitive position. Research and development costs are expensed as incurred, and were $21$18 million, $17 in both fiscal 2016 and 2015 and $20 million and $12 million in fiscal 2013, 2012 and 2011, respectively.2014. We also incur significant costs in connection with fulfilling custom orders and developing unique solutions for unique customer needs, which are not included in these research and development expense totals.
Through our advanced proprietary processes, with approximately 586over 300 patents, (excluding pending applications), we create products that satisfy specific customer needs and make tasks easier and more efficient for customers. No individual patent or trademark is believed to be of such importance that its termination would have a material adverse effect on our business.
Competition
The markets for all of our products are highly competitive. We provide a diverse and broad range of industrial products and systems to numerous global end markets, many of which are highly fragmented. Although we face larger competitors in several served markets, much of our competition is comprised of smaller companies that often lack the global footprint or financial resources to serve global customers. We compete for business principally on the basis of customer service, product quality and availability, engineering, research and development expertise, and price. In addition, we believe that our competitive cost structure, strategic global sourcing capabilities and global distribution support our competitive position.
Manufacturing and Operations
While we do have extensive manufacturing capabilities including machining, stamping, injection molding and fabrication, our manufacturing consists primarily consists of light assembly of components we source from a network of global
suppliers. We have implemented single piece flow methodology in most of our manufacturing plants, which reduces inventory levels, lowers “re-work” costs and shortens lead times to customers. Components are built to our highly engineered specifications by a variety of suppliers, including those in low cost countries such as China, Turkey, India and Mexico. We have built strong relationships with our key suppliers and, while we single source certain of our components, in most cases there are several qualified alternative sources.
Raw Material Costs and Inflation
We source a wide variety of materials and components from a network of global suppliers. These items are typically available from numerous suppliers. Raw materials that go into the components we source, such as steel and plastic resin, and copper, are subject to price fluctuations, which could have a negative impact on our results. We strive to offset such cost inflation with price increases to customers and by driving operational cost reductions.
No meaningful measures of inflation are available because we have significant operations in countries with diverse rates of inflation and currency rate movements. However, we believe that the overall rate of inflation in recent years has been relatively low and has not had a significant effect on our results of operations, after factoring in offsetting price increases and other manufacturing cost reductions.
Order Backlogs and Seasonality
Our Industrial and Energy segments have relatively short order-to-ship cycles, while our OEM oriented Engineered Solutions segment has a longer cycle, and therefore typically has a larger backlog. We had order backlogs of approximately $209$149 million and $193 million at both August 31, 20132016 and 2012,2015, respectively. Substantially all orders are expected to be filled within twelve months. While we typically enjoy a stronger second half of our fiscal year, our consolidated sales in total are not subject to significant seasonal fluctuations.
Sales Percentages by Fiscal Quarter
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| | | | 2013 | | 2012 | |
| | Quarter 1 (September-November) | | 24 | % | | 24 | % | |
| | Quarter 2 (December - February) | | 23 | % | | 24 | % | |
| | Quarter 3 (March - May) | | 27 | % | | 27 | % | |
| | Quarter 4 (June- August) | | 26 | % | | 25 | % | |
| | | | 100 | % | | 100 | % | |
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| | | | 2016 | | 2015 | |
| | Quarter 1 (September-November) | | 26 | % | | 26 | % | |
| | Quarter 2 (December - February) | | 23 | % | | 24 | % | |
| | Quarter 3 (March - May) | | 27 | % | | 26 | % | |
| | Quarter 4 (June- August) | | 24 | % | | 24 | % | |
| | | | 100 | % | | 100 | % | |
Employees
At August 31, 20132016, we employed approximately 6,7005,200 individuals. Our employees are not subject to collective bargaining agreements, with the exception of approximately 365300 U.S. production employees, as well as certain international employees covered by government mandated collective labor agreements. We believe we have a good working relationship with our employees.
Environmental Matters
Our operations, like those of most industrial businesses, are subject to federal, state, local and foreign laws and regulations relating to the protection of the environment, including those regulating discharges of hazardous materials into the air and water, the storage and disposal of such materials and the clean-up of soil and groundwater contamination. We believe that we are in substantialmaterial compliance with applicable environmental regulations. Compliance with these laws has and will require expenditures on an ongoing basis. However, environmental expenditures over the last three years have not been material. Soil and groundwater contamination has been identified at a fewcertain facilities that we operate or formerly owned or operated. We are also a party to certain state and local environmental matters, have provided environmental indemnifications for certain divested businesses and retain responsibility for certain potential environmental liabilities. For further information, see Note 14, “Contingencies and Litigation” in the notes to consolidated financial statements.
Executive Officers of the Registrant
The names, ages and positions of all of the executive officers of the Company as of October 15, 20132016 are listed below.
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| Name | | Age | | Position |
Robert C. ArzbaecherRandal W. Baker | | 53 |
| | President and Chief Executive Officer; Chairman of the BoardOfficer |
William S. BlackmoreKenneth C. Bockhorst | | 5743 |
| | Executive Vice President—Engineered SolutionsEnergy Segment |
Gustav H.P. Boel | | 68 |
| | Executive Vice President; Director |
Mark E. Goldstein | | 57 |
| | President; Director |
Sheri R. Grissom | | 49 |
| | Executive Vice President—Global Human Resources |
Brian K. Kobylinski | | 47 |
| | Executive Vice President—Industrial Segment and China |
| Andrew G. Lampereur | | 5053 |
| | Executive Vice President and Chief Financial Officer |
Sheri L. RobertsRoger A. Roundhouse | | 4751 |
| | Executive Vice President—EnergyEngineered Solutions Segment |
David L. ScheerStephen J. Rennie | | 5458 |
| | Executive Vice President—ElectricalIndustrial Segment |
| Eugene E. Skogg | | 59 |
| | Executive Vice President—Global Human Resources |
| Theodore C. Wozniak | | 5558 |
| | Executive Vice President—Business Development |
Robert C. Arzbaecher,Randal W. Baker, President, Chief Executive Officer and Chairman of the Board of Directors.Officer. Mr. Arzbaecher will continue in his role as Chairman of Board, but will step down as Chief Executive Officer of the Company at the January 2014 Annual Meeting, after having served asBaker was appointed President and Chief Executive Officer of the Company since 2000. Prior to that, he served as Vice President and Chief Financial Officer of the Company starting in 1994 and Senior Vice President in 1998. He served as Vice President, Finance of Tools & Supplies from 1993 to 1994. He joined the Company in 1992 as Corporate Controller. From 1988 through 1991, Mr. Arzbaecher was employed by Grabill Aerospace Industries LTD, where he last held the position of Chief Financial Officer. Mr. Arzbaecher is also a director at CF Industries Holding, Inc. and Fiduciary Management, Inc. mutual funds.
William S. Blackmore, Executive Vice President—Engineered Solutions Segment. Mr. Blackmore has been the Executive Vice-President—Engineered Solutions Segment since fiscal year 2004. He joined the Company as leader of the Engineered Solutions-Americas business in fiscal year 2002. Prior to joining Actuant, he served as President of Integrated Systems—Americas at APW Ltd. from 2000 to 2001 and as President, Rexnord Gear and Coupling Products from 1997 to 2000. Prior to 1997, Mr. Blackmore held various general management positions at Rexnord and Pillar Industries.
Gustav H.P. Boel, Executive Vice President and member of the Board of Directors. Mr. Boel has been associated with the Company for over 30 years (in various executive roles) and has served as a member of the Board of Directors since 2000. In addition to his Board responsibilities, Mr. Boel currently oversees our LEAD initiatives. Mr. Boel has announced that he will retire from the Company and not stand for re-election to his Board of Directors role at the January 2014 Annual Meeting.
Mark E. Goldstein, President and member of the Board of Directors. Mr Goldstein was named President of the Company and added to the Board of Directors in August 2013, and will assume Chief Executive Officer responsibilities after the January 2014 Annual Meeting. Mr. Goldstein was Actuant’s Chief Operating Officer since fiscal 2007. He joined the Company in fiscal 2001 as the leader of the Gardner Bender business and was appointed Executive Vice President—Tools and Supplies in 2003.
Prior to joining Actuant, he spent over 20 years in sales, marketing and operations management positions at The Stanley Works, most recently as President, Stanley Door Systems. Mr. Goldstein is also a director at Pall Corporation.
Sheri R. Grissom, Executive Vice President—Global Human Resources. Ms. Grissom joined Actuant in fiscal 2011, from Johnson Controls, where she was Vice President of Human Resources for the Service, Energy Solution and Global Workplace Solutions business. Prior to that, Ms. Grissom held human resource leadership positions with several leading global organizations including Johns Manville, McKechnie Group and General Electric. Ms. Grissom brings over 20 years of global human resources experience to Actuant.
Brian K. Kobylinski, Executive Vice President—Industrial Segment and China. Mr. Kobylinski joined the Company in 1993 and progressed through a number of management roles within the Electrical Segment. He became Vice President of Business Development for Actuant in 2002 and was named Global Business Leader, Hydratight in 2005. From 2007 to 2013, he was the Industrial and Energy Segment Leader and currently serves as the Industrial Segment Leader with responsibility for the Company's China operations.March 2016. Prior to joining the Company, Mr. KobylinskiBaker held multiple roles during a six year tenure at Joy Global, including most recently as Chief Operating Officer. Prior to Joy Global, Mr. Baker was employed by Fort Howardan executive with Case New Holland Inc., holding a variety of roles including President and CEO of its agricultural equipment business. Mr. Baker also held diverse leadership roles in marketing, sales, product development and engineering at Komatsu America Corporation, Ingersoll-Rand and Sandvik Corporation.
Kenneth C. Bockhorst, Executive Vice President—Energy Segment. Mr. Bockhorst joined the Company in 2011 as Global Operations Leader for our Enerpac business. He was promoted to the Business Leader of our global Hydratight business in October 2014 and was named Executive Vice President - Energy Segment in April 2016. Prior to joining the Company, Mr. Bockhorst held product management and operational leadership roles at IDEX Corporation and Federated Insurance.Eaton Corporation.
Andrew G. Lampereur, Executive Vice President and Chief Financial Officer. Mr. Lampereur joined the Company in 1993 as Corporate Controller, a position he held until 1996 when he was appointed Vice President of Finance for the Gardner Bender.Bender business (former Electrical segment). In 1998, Mr. Lampereur was appointed Vice President, General Manager for Gardner Bender. He was appointed to his present position in August 2000. Prior to joining the Company, Mr. Lampereur held a number of financial management positions at Terex Corporation. Mr. Lampereur is currently a director of Generac Holdings Inc and was also a director of Robbins & Myers, Inc. from 2005 through 2013.
Sheri L. Roberts -Roger A. Roundhouse, Executive Vice President—Engineered Solutions Segment. Mr. Roundhouse joined the Company in 2014, from General Cable, where he most recently held the position of Senior Vice President and General Manager Utility Products. Mr. Roundhouse brings extensive automotive, industrial and OEM knowledge, as well as over 20 years of experience with mergers & acquisitions and global operations.
Stephen J. Rennie, Executive Vice President - EnergyIndustrial Segment. Ms. RobertsMr. Rennie joined Actuantthe Company in 2013 from Tyco International where she2012 as the Business Leader for our Weasler Engineering business and was promoted to President Tyco Valves & Controls, LP andof our global Enerpac business in 2014. In August 2016, he was named Executive Vice President & General Manager, Global Oil & Gas since 2010. Prior to Tyco, she spent over 20 years with Royal Dutch Shell in various roles of increasing responsibility, the most recent of which was General Manager, Americas for Shell Chemical Company. Ms. Roberts also served as CEO of Shell Mauritius, Ltd.
David L. Scheer, Executive Vice President—Electrical- Industrial Segment. Mr. Scheer joined Actuant in his current role in fiscal 2011, bringing over 25 years of experience in retail and wholesale electrical businesses. Prior to joining Actuant,the Company, Mr. Scheer was Chief Operating Officer at GranQuartz and Sigma Electric Manufacturing from 2005 through 2010. Mr. Scheer also previouslyRennie held various management positionsglobal leadership roles for the industrial technologies sector of Ingersoll Rand.
Eugene E. Skogg, Executive Vice President—Human Resources. Mr. Skogg joined the Company in 2015 from Terex Corporation. During his eight year tenure at Rexel USA, Thomas & BettsTerex, Mr. Skogg held multiple human resources and Electroline Manufacturing.leadership roles, including most recently Vice President Business Integration. Prior to joining Terex, Mr. Skogg held various human resources roles for The Stanley Works, Merck and General Electric.
Theodore C. Wozniak, Executive Vice President—Business Development. Mr. Wozniak joined Actuantthe Company in 2006 in his current position. Prior to joining Actuant, Mr. Wozniak held senior investment banking positions at Wachovia Securities, most recently as Managing Director of the Industrial Growth Corporate Finance Group. Mr. Wozniak was employed by Wachovia Securities for ten years. Prior to that, Mr. Wozniak held various investment banking positions at First Chicago Capital Markets and Riggs National Corporation.
Item 1A. Risk Factors
The risks and uncertainties described below are those that we have identified as material, but are not the only risks and uncertainties facing us. If any of the events contemplated by the following risks actually occurs, then our business, financial condition, or results of operations could be materially adversely affected. Additional risks and uncertainties not currently known to us or that we currently believe are immaterial also may adversely impact our business.
General economic uncertainty, a prolonged European recessionDeterioration of or instability in the global economy and overall challenging end market conditions could impact our ability to grow ourthe business and adversely impact our financial condition, results of operations and cash flows.
Our businesses and operating results have been, and will continue to be, affected by worldwide economic conditions. The level of demand for our products depends, in part, on the general economic conditions that exist in our served end markets. A substantial portion of our revenues are derived from customers in cyclical industries (vehicles, industrial, oil & gas)gas, agriculture and mining) that typically are adversely affected by downward economic cycles. As global economic uncertainty continues, our customers may experience deterioration of their businesses, which may delay or lengthen sales cycles. Unforeseen events may also requireIn response to recent economic weakness, we have implemented various restructuring initiatives aimed at reducing our cost structure and improving operational performance. We expect to incur additional restructuring costs.costs in future periods, including facility consolidations and workforce reductions in order to reduce costs in our business. Although we expect that the related cost savings and realization of efficiencies will offset the restructuring related costs over time, we may not achieve the desired net benefits. Like most industrial companies, our sensitivity to economic cycles may have a material effect on our financial condition, results of operations, cash flows and liquidity.
TableOur business is dependent upon the level of Contentsactivity in the energy sector, particularly the oil and gas industry. The level of activity in the energy sector is influenced by supply and demand, country-specific energy policies, regional reliance on fossil fuels and the availability, affordability and market support of alternative energy sources.Energy markets historically have experienced significant volatility. We primarily serve these markets through our Energy and Industrial segments. Energy sector activity can fluctuate significantly in a short period of time, particularly in the United States, North Sea, the Middle East, Brazil and Australia, amongst other regions. Demand for our products and services depends on a number of factors, including the number of offshore oil & gas wells being drilled, the maintenance and condition of industry assets, the volume of exploration and production activities and the capital expenditures of asset owners and maintenance companies. The willingness of asset owners and operators to make capital expenditures to produce and explore for sources of energy will continue to be influenced by numerous factors over which we have no control, including:
the current and anticipated future prices for energy sources, including oil and natural gas, solar, wind and nuclear;
level of excess production capacity;
cost of exploring for and producing energy sources;
worldwide economic activity and associated demand for energy sources;
availability and access to potential hydrocarbon resources;
national government political requirements;
development of alternate energy sources; and
environmental regulations.
Our growth strategy includes strategic acquisitions. We may not be able to consummate future acquisitions or successfully integrate recent and future acquisitions.them.
A significant portion of our growth has come from strategic acquisitions of businesses. We plan to continue making acquisitions to enhance our global market position and broaden our product offerings. Our ability to successfully execute acquisitions will be impacted by a number of factors, including the availability of financing on terms acceptable to us, our ability to identify acquisition candidates that meet our valuation parameters and increased competition for acquisitions. The process of integrating acquired businesses into our existing operations may result in unforeseen operating difficulties and may require additional financial resources and attention from management that would otherwise be available for the ongoing development or expansion of our existing operations. Failure to effectively execute our acquisition strategy or successfully integrate the acquired businesses could have an adverse effect on our financial condition, results of operations, cash flows and liquidity.
We may not be able to realize the anticipated benefits from acquired companies.
We may not be able to realize the anticipated benefits from acquired companies. Achieving those benefits depends on the timely, efficient and successful execution of a number of post-acquisition events, including integrating the acquired business into the Company. Factors that could affect our ability to achieve these benefits include:
difficulties in integrating and managing personnel, financial reporting and other systems used by the acquired businesses;
the failure of acquired businesses to perform in accordance with our expectations;
failure to achieve anticipated synergies between our business units and the business units of acquired businesses;
the loss of customers of acquired businesses; or
the loss of key managers of acquired businesses.
If acquired businesses do not operate as we anticipate, it could materially impact our business, financial condition and results of operations. In addition, acquired businesses may operate in niche markets in which we have little or no experience. In such instances, we will be highly dependent on existing managers and employees to manage those businesses, and the loss of any key managers or employees of the acquired business could have a material adverse effect on our financial condition, results of operations, cash flows and liquidity.
The indemnification provisions of acquisition agreements by which we have acquired companies may not fully protect us and may result in unexpected liabilities.
Certain of the acquisition agreements from past acquisitions require the former owners to indemnify us against certain liabilities related to the operation of each of their companies before we acquired it. In most of these agreements, however, the liability of the former owners is limited in amount and duration and certain former owners may not be able to meet their indemnification responsibilities. These indemnification provisions may not fully protect us, and as a result we may face unexpected liabilities that adversely affect our profitability and financial position.
Our goodwill and other intangible assets represent a substantial amount of our total assets.
Our total assets reflect substantial intangible assets, primarily goodwill. At August 31, 2013,2016, goodwill and other intangible assets totaled $1,112$759 million,, or about 52%53% of our total assets. The goodwill results from our acquisitions, representing the excess of cost over the fair value of the net tangible and other identifiable intangible assets we have acquired. We assess annually whether there has been impairment in the value of our goodwill or indefinite-lived intangible assets. If future operating performance at one or more of our reporting units were to fall significantly below current levels, we could be required to recognize a non-cash charge to operating earnings for goodwill or other intangible asset impairment. We recognized a $187 million and $84 million non-cash impairment charge in fiscal 2016 and 2015, respectively, related to the goodwill, intangible assets and long-lived assets of several of our businesses (see Note 4, "Goodwill, Intangible Assets and Long-Lived Assets" and "Critical Accounting Policies" for further discussion on goodwill, intangible asset and long-lived asset impairments). Any significantfuture goodwill or intangible asset impairmentimpairments could negatively affect our financial condition and results of operations. See Note 3, “Discontinued Operations” in the notes to consolidated financial statements for more information regarding goodwill and intangible asset impairment charges recognized in fiscal 2013 and 2012.
Divestitures and discontinued operations could negatively impact our business, and retained liabilities from businesses that we sell could adversely affect our financial results.
As part of our portfolio management process, the Company reviews itswe review our operations for businesses which may no longer be aligned with itsour strategic initiatives and long-term objectives. During fiscal 2013,Over the past three years we announceddivested our intention to divest theformer Electrical Segment (a discontinued operation at August 31, 2013).segment and several product lines. Divestitures pose risks and challenges that could negatively impact our business, including required separation/separation or carve-out activities and costs, disputes with buyers or potential impairment
charges. We may also dispose of a business at a price or on terms that are less than we had previously anticipated. After reaching an agreement with a buyer for the disposition of a business, we are also subject to satisfaction of pre-closing conditions, as well as necessary regulatory and governmental approvals on acceptable terms, which may prevent us from completing a transaction. Dispositions may also involve continued financial involvement, as we may be required to retain responsibility for, or agree to indemnify buyers against contingent liabilities related to a businesses sold, such as lawsuits, tax liabilities, lease payments, product liability claims or environmental matters. Under these types of arrangements, performance by the divested businesses or other conditions outside of our control could affect our future financial results.
If we fail to develop new products or our customers do not accept theour new products, we develop, our business could be adversely affected.
Our ability to develop innovative new products based on innovation can affect our competitive position and often requires the investment of significant resources. Difficulties or delays in research, development, production or commercialization of new products or failure to gain market acceptance of new products and technologies may reduce future sales and adversely affect our competitive position. We continue to invest in the development and marketing of new products through our G + I process. There can be no assurance that we will have sufficient resources to make such investments, that we will be able to make the technological advances necessary to maintain competitive advantages or that we can recover major research and development expenses. If we fail to make innovations, launch products with quality problems or the market does not accept our new products, then our financial condition, results of operations, cash flows and liquidity could be adversely affected. A lack of successful new product developments may also cause customers to buy from a competitor or may cause us to have to lower ourreduce prices to compete.
Our indebtedness could harm our operating flexibility and competitive position.
We have incurred, and may in the future incur, significant indebtedness in connection with acquisitions.acquisitions and share repurchases. We have, and will continue to have, a substantial amount of debt which requires interest and principal payments. Our level of debt and the limitations imposed on us by our debt agreements could adversely affect our operating flexibility and put us at a competitive disadvantage.
Our ability to make scheduled principal and interest payments, refinance our indebtedness and satisfy our other debt and lease obligations will depend upon our future operating performance and credit market conditions, which could be affected by factors beyond our control. In addition, there can be no assurance that future borrowings or equity financings will be available to us on favorable terms, or at all, for the payment or refinancing of our indebtedness. If we are unable to service our indebtedness, our business, financial condition and results of operations will be adversely affected.
Our failure to comply with the financial and other covenants in our debt agreements would adversely affect us.
Our senior credit agreement and our other debt agreementsagreement contain financial and other restrictive covenants. These covenants could adversely affect us by limiting our financial and operating flexibility as well as our ability to plan for and react to market conditions and to meet our capital needs. Our failure to comply with these covenants could result in events of default which, if not cured or waived, could result in us being required to repay indebtedness before its due date, and we may not have the financial resources or be able to arrange alternative financing to do so. Borrowings under our senior credit facility are secured by most domestic personal property assets and are guaranteed by most of our domestic subsidiaries and by a pledge of the stock of most of our domestic subsidiaries and certain foreign subsidiaries. If borrowings under our senior credit facility were declared or became due and payable immediately as the result of an event of default and we were unable to repay or refinance those borrowings, the lenders could foreclose on the pledged assets and stock. Any event that requires us to repay any of our debt before it is due could require us to borrow additional amounts at unfavorable borrowing terms, cause a significant reduction in our liquidity and impair our ability to pay amounts due on our indebtedness. Moreover, if we are required to repay any of our debt before it becomes due, we may be unable to borrow additional amounts or otherwise obtain the cash necessary to repay that debt, when due, which could seriously harm our business.
Our ability to execute our share repurchases depends, in part, on our results of operations, liquidity and changes in the trading price of our Class A common stock.
The stock markets in general have experienced substantial price and trading fluctuations, which have resulted in volatility in the market prices of securities that often are unrelated or disproportionate to changes in operating performance. These broad market fluctuations may adversely affect the trading price of our Class A common stock. Price volatility over a given period may also cause the average price at which we repurchase our own common stock to exceed the stock’s price at a given point in time. In addition, significant changes in the trading price of our Class A common stock and our ability to access capital on terms favorable to us could impact our ability to repurchase shares of our common stock. Despite significant share repurchases over the last several years, the timing and amount of future repurchases is dependent on cash flows from operations and available liquidity, the amount of capital deployed for acquisitions and the market price of our common stock.
Our businesses operate in highly competitive markets, so we may be forced to cut prices or incur additional costs.
Our businesses generally face substantial competition in each of their respective markets. We may lose market share in certain businesses or be forced to reduce prices or incur increased costs.costs to maintain existing business. We compete on the basis of product design, quality, availability, performance, customer service and price. The entry of a large company into one of our markets, or its acquisition of an existing competitor, could adversely impact our competitiveness due to greater financial or other resources. Present or future competitors may have greater financial, technical or other resources which could put us at a competitive disadvantage.
Our international operations pose currency and other risks.
We continue to focus on penetrating global markets as part of our overall growth strategy and expect sales from and into foreign markets to continue to represent a significant portion of our revenue. Approximately 58% of our sales in fiscal 2016 were outside the United States. In addition, many of our manufacturing operations and suppliers are located outside the United States. Our international operations present special risks, primarily from currency exchange rate fluctuations, exposure to local economic and political conditions, export and import restrictions, controls on repatriation of cash and exposure to local political conditions. In particular, our results of operations have been significantly affected by fluctuationschanges in foreign currency exchange rates especiallywill continue to add volatility as over one-half of our sales are generated outside of the Euro and British pound.United States in currencies other than the U.S. dollar. In addition, there have been several proposals to reform international taxation rules in the United States. We earn a substantial portion of our income from international operations and therefore changes to United States international tax rules may have a material adverse effect on future results of operations or liquidity. To the extent that we expand our international presence, these risks may increase.
Geopolitical unrest and terrorist activities may cause the economic conditions in the U.S. or abroad to deteriorate, which could harm our business.
Terrorist attacks against targets in the U.S. or abroad, rumors or threats of war, other geopolitical activity or trade disruptions may impact our operations or cause general economic conditions in the U.S. and abroad to deteriorate. A prolonged economic slowdown or recession in the U.S. or in other areas of the world could reduce the demand for our products and, therefore, negatively affect our future sales. Any of these events could have a significant impact on our business, financial condition or results of operations.
The assembly nature of our operations means that we purchase a significant amount of components from suppliers for the manufacture, assembly and sale of our products and our reliance on suppliers involves certain risks.
We rely on suppliers to secure component products and finished goods required for the manufacture and assembly of our products. A disruption in deliveries to or from suppliers or decreased availability of components or commodities could have an adverse effect on our ability to meet our commitments to customers or increase our operating costs. Further, poor supplier quality or an insecure supply chain could adversely affect the reliability, performance, and reputation of our products. Additionally, if demand for our products is less than we expect, we may experience excess inventories and be forced to incur additional charges and our profitability may suffer. Our business, competitive position, results of operations or financial condition could be negatively impacted if supply is insufficient for our operations, if we experience excess inventories or if we are unable to adjust our production schedules or our purchases from suppliers to reflect changes in customer demand and market fluctuations on a timely basis.
Large or rapid increases in the costs of commodities and raw materials or substantial decreases in their availability could adversely affect our operations.
The primary raw materials that are used in our products include steel, plastic resin, copper, brass, steel wire and rubber. Most of our suppliers are not currently parties to long-term contracts with us. Consequently, we are vulnerable to fluctuations in prices of such raw materials. If market prices for certain materials such as steel or plastic resin and copper rise, it could have a negative effect on our operating results and our ability to manufacture our respective products on a timely basis. Factors such as supply and demand, freight costs and transportation availability, inventory levels, the level of imports and general economic conditions may affect the prices of raw materials that we need. If we experience a significant increase in raw material prices, or if we are unable to pass along increases in raw material prices to our customers, our results of operations could be adversely affected. In addition, an increasing portion of our products are sourced from low cost regions. Changes in export laws, taxes and disruptions in transportation routes could adversely impact our results of operations.
Regulatory and legal developments including changes to United States taxation rules, health care reform, andconflict mineral supply chain compliance, governmental climate change initiatives and failure to comply with anti-corruption laws could negatively affect our financial performance.
Our operations and the markets we compete in are subject to numerous federal, state, local and foreign governmental laws and regulations. Existing laws and regulations may be revised or reinterpreted and new laws and regulations, including with respect to taxation, health care reform, conflict minerals compliance and governmental climate change initiatives, may be adopted or become applicable to us or customers. These regulations are complex, change frequently and have tended to become more stringent over time. We cannot predict the form any such new laws or regulations will take or the impact any of these laws and regulations will have on our business or operations. Any significant change in any of these regulations could reduce demand for our products or increase our cost of producing these products.
Due to our global operations, we are subject to many laws governing international relations, including those that prohibit improper payments to government officials and commercial customers, and restrict where we can do business, what information or products we can supply to certain countries and what information we can provide to a non-U.S. government, including but not limited to the Foreign Corrupt Practices Act, UK Bribery Act and the U.S. Export Administration Act. Violations of these laws, which are complex, may result in criminal penalties or sanctions that could have a material adverse effect on our business, financial condition and results of operations.
Environmental laws and regulations may result in additional costs.
We are subject to federal, state, local and foreign laws and regulations governing public and worker health and safety. Any violations of these laws by us could cause us to incur unanticipated liabilities that could harm our operating results. Pursuant to such laws, governmental authorities have required us to contribute to the cost of investigating or remediating certain matters at current or previously owned and operated sites. In addition, we provided environmental indemnities in connection with the sale of certain businesses and product lines. Liability as an owner or operator, or as an arranger for the treatment or disposal of hazardous substances, can be joint and several and can be imposed without regard to fault. There is a risk that our costs relating to
these matters could be greater than what we currently expect or exceed our insurance coverage, or
that additional remediation and compliance obligations could arise which require us to make material expenditures. In particular, more stringent environmental laws, unanticipated remediation requirements or the discovery of previously unknown conditions could materially harm our financial condition and operating results. We are also required to comply with various environmental laws and maintain permits, some of which are subject to discretionary renewal from time to time, for many of our businesses, and our business operations could be restricted if we are unable to renew existing permits or to obtain any additional permits that we may require.
Any loss of key personnel and the inability to attract and retain qualified employees could have a material adverse impact on our operations.
We are dependent on the continued services of key executives such as our Chief Executive Officer, President, Chief Financial Officer, Executive Vice President - Business Development, Executive Vice President - Global Human Resources and executives in charge of our segments. We currently do not have employment agreements with most of these or other officers. The departure of key personnel without adequate replacement could severely disrupt our business operations. Additionally, we need qualified managers and skilled employees with technical and manufacturing industry experience to operate our businesses successfully. From time to time there may be shortages of skilled labor which may make it more difficult and expensive for us to attract and retain qualified employees. If we are unable to attract and retain qualified individuals or our costs to do so increase significantly, our operations would be materially adversely affected.
Our operations are highly dependent on information technology infrastructure and failures could significantly affect our business.
We depend heavily on our information technology ("IT") systems and infrastructure in order to achieve our business objectives. If we experience a significant problem that impairs this infrastructure, such as a computer virus, cyber attack,cyber-attack, a problem with the functioning of an important IT application or an intentional disruption of our IT systems by a third party, the resulting disruptions could impede our ability to record or process orders, manufacture and ship in a timely manner or otherwise carry on our business in the ordinary course. Our information systems could also be penetrated by outside parties intent on extracting information, corrupting information or disrupting business processes. Such unauthorized access could disrupt our business and could result in the loss of assets. Any such events could cause us to lose customers or revenue and could require us to incur significant expense to eliminate these problems and address related security concerns.
We are subject to litigation, including product liability and warranty claims that may adversely affect our financial condition and results of operations.
We are, from time to time, a party to litigation that arises in the normal course of our business operations, including product warranty and liability claims, contract disputes and environmental, asbestos, employment and other litigation matters. We face an inherent business risk of exposure to product liability and warranty claims in the event that the use of our products is alleged to have resulted in injury or other damage. While we currently maintain general liability and product liability insurance coverage in amounts that we believe are adequate, we may not be able to maintain this insurance on acceptable terms and the insurance may not provide sufficient coverage against potential liabilities that may arise. Any claims brought against us, with or without merit, may have an adverse effect on our business and results of operations as a result of potential adverse outcomes, the expenses associated with defending such claims, the diversion of our management's resources and time and the potential adverse effect to our business reputation.
If our intellectual property protection is inadequate, others may be able to use our technologies and tradenames and thereby reduce our ability to compete, which could have a material adverse effect on us, our financial condition and results of operations.
We regard much of the technology underlying our services and products and the trademarks under which we market our products as proprietary. The steps we take to protect our proprietary technology may be inadequate to prevent misappropriation of our technology, or third parties may independently develop similar technology. We rely on a combination of patent, trademark, copyright and trade secret laws, employee and third-party non-disclosure agreements and other contracts to establish and protect our technology and other intellectual property rights. TheThese agreements may be breached or terminated, and we may not have adequate remedies for any breach, and existing trade secrets, patent and copyright law may afford us limited protection. Policing unauthorized use of our intellectual property is difficult. A third party could copy or otherwise obtain and use our products or technology without authorization. Litigation may be necessary for us to defend against claims of infringement or to protect our intellectual property rights and could result in substantial cost to us and diversion of our efforts. Further, we might not prevail in such litigation which could harm our business.
OurWe or our products could infringe on the intellectual property of others, which may cause us to engage in costly litigation and, if we are not successful, could cause us to pay substantial damages and prohibit us from selling our products.
Third parties may assert infringement or other intellectual property claims against us based on their patents or other intellectual property claims, and we may have to pay substantial damages, possibly including treble damages, if it is ultimately determined that our products infringe. We may have to obtain a license to sell our products if it is determined that our products infringe upon another party’s intellectual property. We might be prohibited from selling our products before we obtain a license, which, if available at all, may require us to pay substantial royalties. Even if infringement claims against us are without merit, defending these types of lawsuits takes significant time, may be expensive and may divert management attention from other business concerns.
Item 1B. Unresolved Staff Comments
None.
Item 2. Properties
As of August 31, 20132016, the Companywe operated the following facilities in its continuing operations (square footage in thousands):
|
| | | | | | | | | | | | | | | | | | | | |
| | | | Number of Locations | | Square Footage | |
| | | | | | Distribution / Sales / Admin | | | | | |
| | | | Manufacturing | | Total | | Owned | | Leased | | Total | |
| | Industrial | | 8 |
| | 12 |
| | 20 |
| | 157 |
| | 546 |
| | 703 |
| |
| | Energy | | 11 |
| | 29 |
| | 40 |
| | 40 |
| | 974 |
| | 1,014 |
| |
| | Engineered Solutions | | 18 |
| | 5 |
| | 23 |
| | 634 |
| | 817 |
| | 1,451 |
| |
| | Corporate and other | | 1 |
| | 4 |
| | 5 |
| | 353 |
| | 111 |
| | 464 |
| |
| | | | 38 |
| | 50 |
| | 88 |
| | 1,184 |
| | 2,448 |
| | 3,632 |
| |
|
| | | | | | | | | | | | | | | | | | |
| | | Number of Locations | | Square Footage |
| | | | | Distribution / Sales / Admin | | | | |
| | | Manufacturing | | Total | | Owned | | Leased | | Total |
| Industrial | | 12 |
| | 8 |
| | 20 |
| | 199 |
| | 630 |
| | 829 |
|
| Energy | | 8 |
| | 28 |
| | 36 |
| | 81 |
| | 1,038 |
| | 1,119 |
|
| Engineered Solutions | | 11 |
| | 4 |
| | 15 |
| | 753 |
| | 665 |
| | 1,418 |
|
| Corporate and other | | 1 |
| | 4 |
| | 5 |
| | 353 |
| | 164 |
| | 517 |
|
| | | 32 |
| | 44 |
| | 76 |
| | 1,386 |
| | 2,497 |
| | 3,883 |
|
We consider our facilities suitable and adequate for the purposes for which they are used and do not anticipate difficulty in renewing existing leases as they expire or in finding alternative facilities. Our largest facilities are located in the United States, the United Kingdom, the Netherlands, Mexico, Turkey and China. We also maintain a presence in Australia, Azerbaijan, Brazil, Canada, Finland, France, Germany, Hong Kong, Hungary, India, Indonesia, Italy, Japan, Kazakhstan, Malaysia, Norway, Russia, Singapore, South Africa, South Korea, Spain, Sweden and the United Arab Emirates. See Note 8, “Leases” in the notes to the consolidated financial statements for information with respect toregarding our lease commitments. In addition to the facilities above, we retain responsibility for four facilities that are now idle and available for sale or sublease.
Item 3. Legal Proceedings
We are a party to various legal proceedings that have arisen in the normal course of business, includingbusiness. These legal proceedings typically include product liability, environmental, labor, patent claims and patent claims.other disputes.
We have recorded reserves for estimated losses based on the specific circumstances of each case. Such reserves are recorded when it is probable that a loss has been incurred as of the balance sheet date and the amount of the loss can be reasonably estimated and the loss is not recoverable through insurance.estimated. In our opinion, the resolution of these contingencies is not likely to have a material adverse effect on our financial condition, results of operationoperations or cash flows. For further information refer to Note 14, “Contingencies and Litigation” in the notes to consolidated financial statements.
Item 4. Mine Safety Disclosures
Not applicable.
PART II
| |
| Item 5. | Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities |
The Company’s Class A common stock is traded on the New York Stock Exchange under the symbol ATU. At September 30, 20132016, there were 1,6551,353 shareholders of record of Actuant Corporation Class A common stock. The high and low sales prices of the common stock were as follows for the previous two fiscal years:
|
| | | | | | | | | | | | |
| | Fiscal Year | | Period | | High | | Low | |
| | 2013 | | June 1, 2013 to August 31, 2013 | | $ | 37.22 |
| | $ | 31.18 |
| |
| | | | March 1, 2013 to May 31, 2013 | | 34.61 |
| | 29.16 |
| |
| | | | December 1, 2012 to February 28, 2013 | | 31.77 |
| | 26.20 |
| |
| | | | September 1, 2012 to November 30, 2012 | | 31.33 |
| | 25.38 |
| |
| | 2012 | | June 1, 2012 to August 31, 2012 | | $ | 29.12 |
| | $ | 24.23 |
| |
| | | | March 1, 2012 to May 31, 2012 | | 29.97 |
| | 24.33 |
| |
| | | | December 1, 2011 to February 29, 2012 | | 28.94 |
| | 20.05 |
| |
| | | | September 1, 2011 to November 30, 2011 | | 24.09 |
| | 17.63 |
| |
|
| | | | | | | | | | |
| Fiscal Year | | Period | | High | | Low |
| 2016 | | June 1, 2016 to August 31, 2016 | | $ | 27.26 |
| | $ | 21.70 |
|
| | | March 1, 2016 to May 31, 2016 | | 27.29 |
| | 22.98 |
|
| | | December 1, 2015 to February 29, 2016 | | 24.80 |
| | 21.12 |
|
| | | September 1, 2015 to November 30, 2015 | | 25.10 |
| | 17.57 |
|
| 2015 | | June 1, 2015 to August 31, 2015 | | $ | 24.42 |
| | $ | 19.76 |
|
| | | March 1, 2015 to May 31, 2015 | | 25.57 |
| | 23.50 |
|
| | | December 1, 2014 to February 28, 2015 | | 29.26 |
| | 22.62 |
|
| | | September 1, 2014 to November 30, 2014 | | 33.64 |
| | 28.54 |
|
Dividends
In fiscal 2013,2016, the Company declared a dividend of $0.04$0.04 per common share payable on October 15, 201314, 2016 to shareholders of record on September 30, 2013.2016. In fiscal 2012,2015, the Company declared a dividend of 0.04$0.04 per common share payable on October 16, 201215, 2015 to shareholders of record on September 28, 2012.30, 2015.
Share Repurchases
In September 2011, the Company’sThe Company's Board of Directors has authorized a stockthe repurchase program to acquire up to 7,000,000of shares of the Company’s outstanding Class ACompany's common stock.stock under publicly announced share repurchase programs. Since the inception of the stockinitial share repurchase program 3,983,513in fiscal 2012, the Company has repurchased 20,439,434 shares have been repurchased at a total cost of $105 million.common stock (approximately 25% of its outstanding shares) for $618 million. The following table presents information regarding the repurchase of common stock by the Companysummarizes share repurchases during the three months ended August 31, 2013. Allfourth quarter of the shares were repurchased as part of the publicly announced program.fiscal 2016.
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| | | | | | | | | | | | |
| | Period | | Total Number of Shares Purchased | | Average Price Paid per Share | | Maximum Number of Shares That May Yet Be Purchased Under the Program | |
| | June 1 to June 30, 2013 | | 200,000 |
| | $ | 31.67 |
| | 3,658,606 |
| |
| | July 1 to July 31, 2013 | | 592,119 |
| | 33.89 |
| | 3,066,487 |
| |
| | August 1 to August 31, 2013 | | 50,000 |
| | 34.76 |
| | 3,016,487 |
| |
| |
| | 842,119 |
| | $ | 33.41 |
| | | |
|
| | | | | | | | | | |
| Period | | Shares Repurchased | | Average Price Paid per Share | | Maximum Number of Shares That May Yet Be Purchased Under the Program |
| June 1 to June 30, 2016 | | 112,955 |
| | $ | 26.33 |
| | 7,560,566 |
|
| July 1 to July 31, 2016 | | — |
| | — |
| | 7,560,566 |
|
| August 1 to August 31, 2016 | | — |
| | — |
| | 7,560,566 |
|
| | | 112,955 |
| | $ | 26.33 |
| | |
Securities Authorized for Issuance under Equity Compensation Plans
The information required by Item 201(d) of Regulation S-K is provided under Item 12, Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters, which is incorporated herein by reference.
Performance Graph:
The graph below compares the cumulative 5-year total return of Actuant Corporation’s common stock with the cumulative total returns of the S&P 500 index and the Dow Jones US Diversified Industrials index. The graph tracks the performance of a $100 investment in our common stock and in each of the indexes (with the reinvestment of all dividends) from August 31, 20082011 to August 31, 2013.2016.
Copyright(c) 2013 S&P, a division of The McGraw-Hill Companies Inc. All rights reserved.
Copyright(c) 2013 Dow Jones & Co. All rights reserved.
| |
| | 8/08 | | 8/09 | | 8/10 | | 8/11 | | 8/12 | | 8/13 | | 8/11 | | 8/12 | | 8/13 | | 8/14 | | 8/15 | | 8/16 |
| Actuant Corporation | | $ | 100.00 |
| | $ | 44.86 |
| | $ | 63.08 |
| | $ | 64.02 |
| | $ | 89.83 |
| | $ | 114.27 |
| | $ | 100.00 |
| | $ | 140.32 |
| | $ | 178.48 |
| | $ | 168.71 |
| | $ | 107.38 |
| | $ | 119.62 |
|
| S&P 500 | | 100.00 |
| | 81.75 |
| | 85.76 |
| | 101.63 |
| | 119.92 |
| | 142.35 |
| | 100.00 |
| | 118.00 |
| | 140.07 |
| | 175.43 |
| | 176.27 |
| | 198.40 |
|
| Dow Jones US Diversified Industrials | | 100.00 |
| | 63.83 |
| | 69.36 |
| | 80.36 |
| | 101.89 |
| | 123.81 |
| | 100.00 |
| | 126.79 |
| | 154.07 |
| | 183.92 |
| | 183.70 |
| | 232.48 |
|
The stock price performance included in this graph is not necessarily indicative of future stock price performance.
Item 6. Selected Financial Data
The following selected historical financial data have been derived from the consolidated financial statements of the Company. The data should be read in conjunction with these financial statements and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
|
| | | | | | | | | | | | | | | | | | | | | | |
| | | | Year Ended August 31, | |
| | | | 2013 | | 2012 | | 2011 | | 2010 | | 2009 | |
| | | | (in millions, except per share data) | |
| | Statement of Earnings Data(1)(2): | | | | | | | | | | | |
| | Net sales | | $ | 1,280 |
| | $ | 1,277 |
| | $ | 1,159 |
| | $ | 927 |
| | $ | 876 |
| |
| | Gross profit | | 507 |
| | 511 |
| | 465 |
| | 353 |
| | 322 |
| |
| | Selling, administrative and engineering expenses | | 292 |
| | 285 |
| | 268 |
| | 221 |
| | 201 |
| |
| | Restructuring charges | | 2 |
| | — |
| | 2 |
| | 11 |
| | 13 |
| |
| | Impairment charges | | — |
| | — |
| | — |
| | — |
| | 26 |
| |
| | Amortization of intangible assets | | 23 |
| | 22 |
| | 22 |
| | 19 |
| | 17 |
| |
| | Operating profit | | 190 |
| | 204 |
| | 173 |
| | 102 |
| | 65 |
| |
| | Earnings from continuing operations | | 148 |
| | 125 |
| | 110 |
| | 56 |
| | 23 |
| |
| | | | | | | | | | | | | |
| | Diluted earnings per share from continuing operations | | $ | 1.98 |
| | $ | 1.68 |
| | $ | 1.49 |
| | $ | 0.78 |
| | $ | 0.39 |
| |
| | Cash dividends per share declared | | 0.04 |
| | 0.04 |
| | 0.04 |
| | 0.04 |
| | 0.04 |
| |
| | | | | | | | | | | | | |
| | Diluted weighted average common shares | | 74,580 |
| | 74,940 |
| | 75,305 |
| | 74,209 |
| | 66,064 |
| |
| | | | | | | | | | | | | |
| | Balance Sheet Data (at end of period)(2): | | | | | | | | | | | |
| | Total assets | | $ | 2,119 |
| | $ | 2,007 |
| | $ | 2,063 |
| | $ | 1,622 |
| | $ | 1,568 |
| |
| | Total debt | | 515 |
| | 398 |
| | 525 |
| | 367 |
| | 400 |
| |
|
| | | | | | | | | | | | | | | | | | | | |
| | | Year Ended August 31, |
| | | 2016 | | 2015 | | 2014 | | 2013 | | 2012 |
| | | (in millions, except per share data) |
Statement of Earnings Data(1)(2): | | | | | | | | | | |
| Net sales | | $ | 1,149 |
| | $ | 1,249 |
| | $ | 1,400 |
| | $ | 1,280 |
| | $ | 1,277 |
|
| Gross profit | | 403 |
| | 462 |
| | 547 |
| | 507 |
| | 512 |
|
| Selling, administrative and engineering expenses | | 274 |
| | 300 |
| | 332 |
| | 294 |
| | 285 |
|
| Amortization of intangible assets | | 23 |
| | 24 |
| | 25 |
| | 23 |
| | 22 |
|
| Restructuring charges | | 15 |
| | — |
| | — |
| | — |
| | — |
|
| Loss (gain) on product line divestiture | | 5 |
| | — |
| | (13 | ) | | — |
| | — |
|
| Impairment charges | | 187 |
| | 84 |
| | — |
| | — |
| | — |
|
| Operating profit (loss) | | (100 | ) | | 54 |
| | 203 |
| | 190 |
| | 205 |
|
| Earnings (loss) from continuing operations | | (105 | ) | | 20 |
| | 141 |
| | 148 |
| | 125 |
|
| | | | | | | | | | | |
| Diluted earnings (loss) per share from continuing operations | | $ | (1.78 | ) | | $ | 0.32 |
| | $ | 1.95 |
| | $ | 1.98 |
| | $ | 1.68 |
|
| Cash dividends per share declared | | $ | 0.04 |
| | $ | 0.04 |
| | $ | 0.04 |
| | $ | 0.04 |
| | $ | 0.04 |
|
| | | | | | | | | | | |
| Diluted weighted average common shares | | 59,010 |
| | 62,055 |
| | 72,486 |
| | 74,580 |
| | 74,940 |
|
| | | | | | | | | | | |
Balance Sheet Data (at end of period)(2): | |
|
| |
|
| |
|
| |
|
| |
|
|
| Cash | | $ | 180 |
| | $ | 169 |
| | $ | 109 |
| | $ | 104 |
| | $ | 68 |
|
| Assets | | 1,443 | | 1,637 | | 1,857 | | 2,119 | | 2,007 |
| Debt | | 584 | | 588 | | 390 | | 515 | | 398 |
| Net debt (debt less cash) | | 404 | | 419 | | 281 | | 411 | | 330 |
_______________________
| |
| (1) | Results are from continuing operations and exclude the financial results of previously divested businesses (European Electrical, Acme Aerospace and BH Electronics) andreported as discontinued operations (Electrical(former Electrical segment). |
| |
| (2) | We have completed various acquisitions that impact the comparability of the selected financial data. The results of operations for these acquisitions are included in our financial results for the periodall periods subsequent to their acquisition date. The following table summarizes the significant acquisitions that were completed during the last five fiscal years:years (amounts in millions): |
|
| | | | | | | | | | |
| | | | | | | | | |
| | Acquisition | | Segment | | Date Completed | | Sales (a) | |
| | Viking SeaTech | | Energy | | August 2013 | | $ | 90 |
| |
| | CrossControl AB | | Engineered Solutions | | July 2012 | | 40 |
| |
| | Turotest Medidores Ltda | | Engineered Solutions | | March 2012 | | 13 |
| |
| | Jeyco Pty Ltd | | Energy | | February 2012 | | 20 |
| |
| | Weasler Engineering, Inc. | | Engineered Solutions | | June 2011 | | 85 |
| |
| | Selantic | | Energy | | June 2010 | | 10 |
| |
| | Biach Industries | | Energy | | April 2010 | | 5 |
| |
| | Hydrospex | | Industrial | | April 2010 | | 25 |
| |
| | Team Hydrotec | | Industrial | | April 2010 | | 5 |
| |
| | The Cortland Companies | | | | September 2008 | | | |
| | Cortland Cable Company | | Energy | | | | 75 |
| |
| | Sanlo, Inc. | | Engineered Solutions | | | | 25 |
| |
|
| | | | | | | | | | | | |
| | | | | | | | | |
| Acquisition | | Segment | | Date Completed | | Sales (a) | | Purchase Price |
| Pipeline and Process Services (b) | | Energy | | March 2016 | | $ | 32 |
| | $ | 66 |
|
| Larzep, S.A. | | Industrial | | February 2016 | | 8 |
| | 16 |
|
| Hayes Industries, Ltd. | | Industrial | | May 2014 | | 25 |
| | 31 |
|
| Viking SeaTech | | Energy | | August 2013 | | 90 |
| | 235 |
|
| CrossControl AB | | Engineered Solutions | | July 2012 | | 40 |
| | 41 |
|
| Turotest Medidores Ltda | | Engineered Solutions | | March 2012 | | 13 |
| | 8 |
|
| Jeyco Pty Ltd | | Energy | | February 2012 | | 20 |
| | 21 |
|
_______________________
(a)Represents approximate annual sales (in millions) at the time of the completionacquisition.
(b)Acquired the Middle East, Caspian and North Africa operations of the transaction.Four Quest Energy Inc.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Background
As discussed in Item 1, “Business,” we are a global diversified company that manufactures a broad range of industrial products and systems and are organized into three reportable segments, Industrial, Energy and Engineered Solutions. The Industrial segment is primarily involvedengaged in the design, manufacture and distribution of branded hydraulic and mechanical tools to the maintenance, industrial, infrastructure and production automation markets. The Energy segment provides joint integrity products and services, customized offshore vessel mooring solutions, as well as rope and cable solutions to the global oil & gas, power generation and energy markets. The Engineered Solutions segment provides highly engineered position and motion control systems to OEMs in various on and off-highway vehicle markets, as well as a variety of other products to the industrial and agriculture markets.
Business Update
Sales in most of our end markets are expected to remain sluggish during fiscal 2017 given the challenging and inconsistent demand we have experienced in industrial, mining, infrastructure, oil & gas, commercial and off-highway vehicles and agriculture markets. Tepid global industrial demand, reduced capital spending in oil & gas markets (exploration, drilling and commissioning activities) and inventory destocking by OEMs in vehicle and agriculture markets are expected to be headwinds in fiscal 2017. As a result, we expect fiscal 2017 core sales (sales growth excluding the impact of acquisitions, divestitures and changes in foreign currency exchange rates) to decline 2-6%, compared to a 6% decline in fiscal 2016.
Despite these unfavorable market conditions, our Industrial segment is focused on accelerating global sales growth through geographic expansion (especially Asia Pacific), new product introductions and regional growth via second tier brands. We expect the Industrial segment year-over-year core sales trend to improve in the second half of fiscal 2017 due to easier comparables and traction on new sales initiatives. After outperforming the general energy markets in fiscal 2016, our Energy segment is expected to deliver double digit core sales declines in fiscal 2017, the result of tough comparables, including a large subsea connector order and elevated manpower services (Middle East refinery maintenance) in the first half of fiscal 2016. The Energy segment remains focused on the integration of the recent Pipeline and Process Services acquisition, redirecting sales, marketing and engineering resources to non-oil & gas vertical markets and providing new and existing customers with critical products, services and solutions in a dynamic energy environment. End user demand in our Engineered Solutions segment appears to have stabilized, but we are expecting first half fiscal 2017 headwinds due to inventory destocking by OEM's and dealers, before reaching equilibrium in the second half of the fiscal year. Overall for the Engineered Solutions segment, we are expecting flat core sales growth in fiscal 2017 as weakness in agriculture markets, coupled with high inventory levels in agriculture and other off-highway markets are expected to be partially offset by single digit sales growth in heavy duty truck demand. The Engineered Solutions segment is focused on execution of restructuring projects and lean manufacturing initiatives while improving sales (expansion of served markets and additional content with existing OEMs).
As a result of these and other factors, we are continuing cost reduction programs across all three segments to reduce the impact of lower customer demand on our profitability. During fiscal 2016, we incurred $15 million of restructuring costs and anticipate restructuring actions (facility consolidation, headcount reductions and operational improvements) to continue at a similar level throughout fiscal 2017. Despite these challenging end market conditions, we continue to generate substantial cash flow from operating activities, including $118 million in fiscal 2016. Our priorities during fiscal 2017 include focused efforts to drive additional sales growth, investments in growth initiatives including strategic acquisitions, execution of restructuring actions and cash flow generation.
Historical Financial Data (in millions)
|
| | | | | | | | | | | | | | | | | | | | | |
| | | Year Ended August 31, |
| | | 2016 | | 2015 | | 2014 |
| Statements of Earnings Data: | | | | | | | | | | | | |
| Net sales | | $ | 1,149 |
| | 100 | % | | $ | 1,249 |
| | 100 | % | | $ | 1,400 |
| | 100 | % |
| Cost of products sold | | 746 |
| | 65 | % | | 787 |
| | 63 | % | | 853 |
| | 61 | % |
| Gross profit | | 403 |
| | 35 | % | | 462 |
| | 37 | % | | 547 |
| | 39 | % |
| Selling, administrative and engineering expenses | | 274 |
| | 24 | % | | 300 |
| | 24 | % | | 332 |
| | 24 | % |
| Restructuring charges | | 15 |
| | 1 | % | | — |
| | 0 | % | | — |
| | 0 | % |
| Loss (gain) on product line divestiture | | 5 |
| | 0 | % | | — |
| | 0 | % | | (13 | ) | | (1 | )% |
| Amortization of intangible assets | | 23 |
| | 2 | % | | 24 |
| | 2 | % | | 25 |
| | 2 | % |
| Impairment charges | | 187 |
| | 16 | % | | 84 |
| | 7 | % | | — |
| | 0 | % |
| Operating profit (loss) | | (100 | ) | | (9 | )% | | 54 |
| | 4 | % | | 203 |
| | 15 | % |
| Financing costs, net | | 29 |
| | 3 | % | | 28 |
| | 2 | % | | 25 |
| | 2 | % |
| Other expense, net | | 1 |
| | 0 | % | | — |
| | 0 | % | | 4 |
| | 0 | % |
| Earnings (loss) from continuing operations before income tax expense | | (130 | ) | | (11 | )% | | 26 |
| | 2 | % | | 174 |
| | 12 | % |
| Income tax (benefit) expense | | (25 | ) | | (2 | )% | | 6 |
| | 0 | % | | 33 |
| | 2 | % |
| Earnings (loss) from continuing operations | | (105 | ) | | (9 | )% | | 20 |
| | 2 | % | | 141 |
| | 10 | % |
| Earnings from discontinued operations, net of income taxes | | — |
| | 0 | % | | — |
| | 0 | % | | 22 |
| | 2 | % |
| Net earnings (loss) | | $ | (105 | ) | | (9 | )% | | $ | 20 |
| | 2 | % | | $ | 163 |
| | 12 | % |
| | | | | | | | | | | | | |
| Other Financial Data: | | | | | | | | | | | | |
| Depreciation | | $ | 25 |
| | | | $ | 29 |
| | | | $ | 35 |
| | |
| Capital expenditures | | 20 |
| | | | 23 |
| | | | 42 |
| | |
Fiscal 2016 compared to Fiscal 2015
Consolidated sales in fiscal 2016 were $1.15 billion, 8% lower than the prior year sales of $1.25 billion. Core sales were down 6%, as a result of challenging end market conditions. Changes in foreign currency exchange rates also unfavorably impacted sales comparisons by $45 million, while fiscal 2016 acquisitions added $19 million of sales. In addition to the impact of changes in foreign currency exchange rates, acquisitions and economic conditions, the comparability of results between periods is impacted by sales levels, product mix and the timing and amount of restructuring costs and related benefits. Lower production levels and absorption of manufacturing costs, as well as unfavorable sales mix and restructuring charges (as we adjust our cost structure by consolidating facilities and reducing headcount) resulted in reduced operating profit margins in fiscal 2016. Additionally, fiscal 2016 and 2015 results both include impairment charges related to the write-down of acquired goodwill, intangible assets and long-lived assets, which reduced operating profit margins.
Fiscal 2015 compared to Fiscal 2014
Consolidated sales in fiscal 2015 were $1.25 billion, 11% lower than fiscal 2014 sales of $1.40 billion. The significant strengthening of the U.S. dollar against most currencies had a $91 million unfavorable impact to our sale comparison, as well as an approximate $0.15 earnings per share reduction. Most of our businesses faced cyclical headwinds and unfavorable market conditions, which resulted in a consolidated 5% core sales decline in fiscal 2015. Fiscal 2015 financial results also included an $84 million non-cash impairment charge related to our Energy businesses, a reduced tax expense (the result of lower pre-tax book earnings and several tax minimization projects and benefits from the favorable resolution of income tax audits) since fiscal 2015 has a higher ETR when compared to fiscal 2014.
Segment Results
Industrial Segment
The Industrial segment is primarily engaged in the design, manufacture and distribution of branded hydraulic and mechanical tools that are used in maintenance and other applications in a variety of industrial, energy, infrastructure and
production automation markets. The following table sets forth comparative results of operations for the Industrial segment (in millions):
|
| | | | | | | | | | | | |
| | | Year Ended August 31, |
| | | 2016 | | 2015 | | 2014 |
| Net Sales | | $ | 360 |
| | $ | 402 |
| | $ | 414 |
|
| Operating Profit | | 80 |
| | 106 |
| | 120 |
|
| Operating Profit % | | 22.2 | % | | 26.3 | % | | 29.1 | % |
Fiscal 2016 compared to Fiscal 2015
Fiscal 2016 Industrial segment net sales decreased by $42 million (11%) from fiscal 2015 to $360 million. Excluding $4 million of additional sales from the recent Larzep acquisition and an $8 million unfavorable impact of changes in foreign currency exchange rates, fiscal 2016 core sales declined 10% on a year-over-year basis. Sales declined due to reduced global industrial activity (especially in energy related markets), challenging end market conditions and cautious spending patterns by customers for heavy lifting and large infrastructure projects. Operating profit margins were 22.2% in fiscal 2016 compared to 26.3% in fiscal 2015. Lower production levels (absorption of fixed costs), unfavorable sales mix (which reduced margins by 125 basis points), as well as $3 million of restructuring charges resulted in lower operating profit margins in fiscal 2016.
Fiscal 2015 compared to Fiscal 2014
Fiscal 2015 Industrial segment net sales declined by $12 million (3%) to $402 million from $414 million in fiscal 2014. Excluding $29 million of sales from the Hayes acquisition and a $21 million unfavorable foreign currency exchange impact, fiscal 2015 core sales declined 3%. This reduction reflected reduced general industrial activity, unfavorable market conditions in several served markets (including oil & gas and mining), as well as distributor inventory destocking. Operating profit margin was 26.3% in fiscal 2015 compared to 29.1% in the prior year. Unfavorable acquisition mix, due to a full year of sales from the Hayes acquisition in fiscal 2014 (which generates lower profit margins than the segment in aggregate) and reduced leverage on fixed manufacturing and selling, administrative and engineering expenses equally contributed to the 280 basis point reduction in operating profit margins.
Energy Segment
The Energy segment provides joint integrity products and services, customized offshore vessel mooring, as well as rope and cable solutions to the global energy market. The following table sets forth comparative operating results for the Energy segment (in millions):
|
| | | | | | | | | | | | |
| | | Year Ended August 31, |
| | | 2016 | | 2015 | | 2014 |
| Net Sales | | $ | 393 |
| | $ | 412 |
| | $ | 462 |
|
| Operating Profit (Loss) | | (108 | ) | | (41 | ) | | 56 |
|
| Operating Profit (Loss) % | | (27.4 | )% | | (10.0 | )% | | 12.2 | % |
Fiscal 2016 compared to Fiscal 2015
Fiscal 2016 Energy segment net sales decreased by $19 million from fiscal 2015 to $393 million, a 2% core sales decline (excluding $15 million of sales from the recent Pipeline and Process Services acquisition and the $25 million unfavorable impact of changes in foreign currency exchange rates). Core sales from our Energy Maintenance & Integrity product line (Hydratight) increased $30 million (12%) in fiscal 2016, the result of strong global demand for technical manpower services on maintenance projects and a large subsea connector order. However, core sales in the Other Energy Solutions product line, consisting of rope and cable solutions and off-shore marine mooring declined $39 million (26%) in fiscal 2016 due to reduced industry capital spending, lower oil & gas prices and increased price pressure. Energy segment operating losses are the result of impairment charges of $141 million and $84 million in fiscal 2016 and 2015, respectively. Excluding the impairment charges, Energy segment operating profit margin was 8.4% and 10.4% for fiscal 2016 and 2015, respectively. Unfavorable sales mix, which reduced margins by 375 basis points due to sharply higher service revenue and reduced mooring rental activity as well as $6 million of restructuring charges in fiscal 2016 were partially offset by restructuring savings.
Fiscal 2015 compared to Fiscal 2014
Fiscal 2015 Energy segment net sales declined $50 million from fiscal 2014 ($36 million of which was attributable to changes in foreign currency exchange rates) to $412 million. Energy segment core sales declined $14 million, or 3% in fiscal
2015. Revenue from our Energy Maintenance and Integrity product line declined $2 million, or 1% in fiscal 2015, primarily the result of customers deferring maintenance activities during the back half of the fiscal year. Sales in the Other Energy Solutions product line, consisting of umbilical & rope solutions and offshore mooring, declined $12 million (7%) due to reduced exploration, drilling and commissioning activities (in response to sharp declines in oil & gas prices). The operating loss in fiscal 2015 was driven by an $84 million impairment charge related to the write-down of goodwill and intangible assets. Excluding this item, fiscal 2015 operating profit and margins were $43 million and 10.4%, respectively. Fiscal 2015 operating profit margin, excluding the impairment charge, declined modestly from the prior year as downsizing costs and lower rental fleet and service technician utilization in 2015 were partially offset by reduced acquisition retention agreement expense at Viking, as well as favorable sales mix.
Engineered Solutions Segment
The Engineered Solutions segment provides highly engineered position and motion control systems to original equipment manufacturers in various on and off-highway vehicle markets, as well as, a variety of other products to the industrial and agricultural markets.
Our businesses provide a vast array of products and services across multiple customers and geographies which results in significant diversification. The long-term sales growth and profitability of our segments will depend not only on improved demand in end markets and the overall economic environment, but also on our ability to identify, consummate and integrate strategic acquisitions, develop and market innovative new products, expand our business activity geographically and continuously improve operational excellence. We remain focused on maintaining our financial strength by adjusting our cost structure to reflect changes in demand levels and by proactively managing working capital and cash flow generation. Our priorities during fiscal 2014 include a continued focus on operational excellence, cash flow generation and growth initiatives (new product development, market share gains, geographic expansion and strategic acquisitions).
Historical Financial Data (in millions)
|
| | | | | | | | | | | | | | | | | | | | | | | |
| | | | Year Ended August 31, | |
| | | | 2013 | | 2012 | | 2011 | |
| | Statements of Earnings Data: | | | | | | | | | | | | | |
| | Net sales | | $ | 1,280 |
| | 100 | % | | $ | 1,277 |
| | 100 | % | | $ | 1,159 |
| | 100 | % | |
| | Cost of products sold | | 773 |
| | 60 | % | | 765 |
| | 60 | % | | 694 |
| | 60 | % | |
| | Gross profit | | 507 |
| | 40 | % | | 512 |
| | 40 | % | | 465 |
| | 40 | % | |
| | Selling, administrative and engineering expenses | | 294 |
| | 23 | % | | 285 |
| | 22 | % | | 270 |
| | 23 | % | |
| | Amortization of intangible assets | | 23 |
| | 2 | % | | 22 |
| | 2 | % | | 22 |
| | 2 | % | |
| | Operating profit | | 190 |
| | 15 | % | | 205 |
| | 16 | % | | 173 |
| | 15 | % | |
| | Financing costs, net | | 25 |
| | 2 | % | | 30 |
| | 3 | % | | 32 |
| | 3 | % | |
| | Debt refinancing costs | | — |
| | 0 | % | | 17 |
| | 1 | % | | — |
| | 0 | % | |
| | Other expense, net | | 2 |
| | 0 | % | | 3 |
| | 0 | % | | 3 |
| | 0 | % | |
| | Earnings from continuing operations before income tax | | 163 |
| | 13 | % | | 155 |
| | 12 | % | | 138 |
| | 12 | % | |
| | Income tax expense | | 15 |
| | 1 | % | | 30 |
| | 2 | % | | 28 |
| | 2 | % | |
| | Earnings from continuing operations | | 148 |
| | 12 | % | | 125 |
| | 10 | % | | 110 |
| | 10 | % | |
| | Earnings (loss) from discontinued operations, net of income taxes | | (118 | ) | | (9 | )% | | (38 | ) | | (3 | )% | | 1 |
| | 0 | % | |
| | Net earnings | | $ | 30 |
| | 3 | % | | $ | 87 |
| | 7 | % | | $ | 111 |
| | 10 | % | |
| | | | | | | | | | | | | | | |
| | Other Financial Data: | | | | | | | | | | | | | |
| | Depreciation | | $ | 26 |
| | | | $ | 25 |
| | | | $ | 25 |
| | | |
| | Capital expenditures | | 24 |
| | | | 23 |
| | | | 23 |
| | | |
Consolidated net sales increased by approximately $3 million from $1,277 million in fiscal 2012 to $1,280 million million in fiscal 2013. Excluding the $48 million of sales from acquired businesses and the $8 million million unfavorable impact of foreign currency exchange rate changes, fiscal 2013 consolidated core sales decreased 3%. The core sales decline (compared to 4% core sales growth in the prior year) is the result of challenging end market conditions and the resulting subdued demand for our products and services. Consolidated operating profit for fiscal 2013 was $190 million, compared to $205 million and $173 million for fiscal 2012 and 2011, respectively. In addition to the impact of economic conditions, the comparability of results between periods is impacted by acquisitions, sales levels (operating leverage), product mix, variable incentive compensation expense and the timing and amount of restructuring charges and related benefits. Refer to Note 13,
“Business Segment, Geographic and Customer Information” in the notes to the consolidated financial statements for further information regarding segment revenues, operating profits and assets.
Segment Results
Industrial Segment
Core sales growth in the Industrial segment moderated throughout fiscal 2013, as economic conditions globally weakened. The segment continues to focus on innovative integrated solutions, the commercialization of new products and the expansion of its business in fast growing regions and vertical markets. Despite tepid economic conditions globally we believe the Industrial segment will continue to generate low single digit core sales growth over the next twelve months, driven by our vertical market initiatives, new product introductions and the benefit of G+I activities. The following table sets forth summarycomparative results of operations for the IndustrialEngineered Solutions segment for the three most recent fiscal years (in millions):
|
| | | | | | | | | | | | | | |
| | | | Year Ended August 31, | |
| | | | 2013 | | 2012 | | 2011 | |
| | Net Sales | | $ | 423 |
| | $ | 419 |
| | $ | 393 |
| |
| | Operating Profit | | 118 |
| | 115 |
| | 98 |
| |
| | Operating Profit % | | 27.8 | % | | 27.4 | % | | 25.0 | % | |
Fiscal 2013 compared to Fiscal 2012
Fiscal 2013 Industrial segment net sales increased by $4 million (1%) to $423 million. Higher global integrated solutions sales and market share gains contributed to the modest core sales growth in a time of global economic weakness and tough prior year comparables. Operating profit was $118 million in fiscal 2013, compared to $115 million in fiscal 2012, a $3 million (2%) increase. Operating profit and related margins improved in fiscal 2013 due to productivity improvements, slightly higher sales and lower incentive compensation expense, which were somewhat offset by unfavorable product mix.
Fiscal 2012 compared to Fiscal 2011
Fiscal 2012 Industrial segment net sales increased by $26 million (7%) to $419 million, the result of solid industrial tool demand across most geographies. Excluding the unfavorable impact of foreign currency exchange rate changes ($7 million), year-over-year core sales growth for fiscal 2012 was 9%. Growth + Innovation initiatives, including targeted vertical market strategies on mining and bolting and integrated solutions market share gains, also contributed to sales growth. These higher sales volumes, coupled with favorable product mix and lower incentive compensation costs, resulted in operating profit margin expansion during fiscal 2012. Operating profit in fiscal 2012 grew 17% to $115 million, compared to $98 million in fiscal 2011.
Energy Segment
Increased global demand for oil & gas and other sources of energy have driven positive end market demand trends for the Energy segment. The Energy segment continues to focus on expanding its presence in the global energy markets and successfully integrating the recent Viking acquisition. The Energy segment is expected to generate modest core sales growth in fiscal 2014, the result of solid maintenance and umbilical activity, offset by continued soft demand from non-energy markets (defense, marine and aerospace). The following table sets forth summary results of operations for the Energy segment for the three most recent fiscal years (in millions):
|
| | | | | | | | | | | | | | |
| | | | Year Ended August 31, | |
| | | | 2013 | | 2012 | | 2011 | |
| | Net Sales | | $ | 363 |
| | $ | 349 |
| | $ | 293 |
| |
| | Operating Profit | | 63 |
| | 62 |
| | 49 |
| |
| | Operating Profit % | | 17.4 | % | | 17.8 | % | | 16.8 | % | |
|
| | | | | | | | | | | | |
| | | Year Ended August 31, |
| | | 2016 | | 2015 | | 2014 |
| Net Sales | | $ | 397 |
| | $ | 435 |
| | $ | 524 |
|
| Operating Profit (Loss) | | (43 | ) | | 20 |
| | 55 |
|
| Operating Profit (Loss) % | | (10.8 | )% | | 4.6 | % | | 10.6 | % |
Fiscal 20132016 compared to Fiscal 20122015
Energy segmentFiscal 2016 Engineered Solutions net sales for the fiscal year ended August 31, 2013 increased $14decreased $38 million (4% (9%) to $363$397 million from $349 million in versus the prior year. Excluding $12 million of sales from acquisitions and the $3$12 million unfavorable impact of foreign currency rate changes year-over-yearand sales from the Sanlo product line that we divested on August 25, 2016, core sales grew 2%declined 6% in fiscal 20132016 due to overalllower sales to OEMs that were reducing excess inventory levels, coupled with unfavorable market growth. Energy segmentconditions in off-highway vehicles and agriculture markets. The operating profit was $63 millionloss in fiscal 2013 compared2016 resulted from a $46 million impairment charge related to $62our maximatecc business and a $5 million in fiscal 2012. Excluding a $3 million favorable adjustment to an acquisition earn out provision in fiscal 2012, fiscal 2013 operating loss on the Sanlo divestiture. Operating profit improved $4 million (7%), as a result of increased operating leverage (drivenmargins were also adversely impacted by higher sales volumes), favorableunfavorable product mix and reduced absorption on lower incentive compensation costs.production volumes and inventory reduction efforts. In addition, restructuring costs to consolidate facilities and reduce headcount totaled $5 million in fiscal 2016, and further reduced operating profit.
Fiscal 20122015 compared to Fiscal 20112014
Energy segment net sales for the fiscal year ended August 31, 2012 increased 19% from $293 million to $349 million. Excluding $7 million of sales from the Jeyco acquisition in 2012 and the impact of foreign currency rate changes (which unfavorably impacted sales by $5 million), core sales grew 19% in fiscal 2012. The core sales growth reflects market share gains and continued strong demand for our products, rental assets and technical manpower services across the global energy market. Energy segment operating profit increased $13 million (26%) to $62 million in fiscal 2012 compared to $49 million in fiscal 2011. The year-over-year improvement in operating profit margins is primarily the result of continued productivity improvements, higher sales volumes and a favorable adjustment to an acquisition earn-out provision.
Engineered Solutions Segment
Despite wide-spread weak demand during the first half of fiscal 2013 partially due to OEM inventory reduction efforts, demand has since improved in the off-highway and heavy-duty truck markets. Although end market demand is anticipated to be modest, we expect core sales growth in the Engineered Solutions segment in fiscal 2014, the result of new product launches and the lack of inventory destocking by OEMs. The segment continues to focus on the commercialization of new products and execution of restructuring initiatives to reduce cost and improve market competitiveness. The following table sets forth summary results of operations for the Engineered Solutions segment for the three most recent fiscal years (in millions):
|
| | | | | | | | | | | | | | |
| | | | Year Ended August 31, | |
| | | | 2013 | | 2012 | | 2011 | |
| | Net Sales | | $ | 494 |
| | $ | 508 |
| | $ | 473 |
| |
| | Operating Profit | | 40 |
| | 61 |
| | 64 |
| |
| | Operating Profit % | | 8.2 | % | | 12.0 | % | | 13.4 | % | |
Fiscal 2013 compared to Fiscal 2012
Net sales in the Engineered Solutions segment decreased $14$89 million (3% (17%) from fiscal 20122014 to $494$435 million in fiscal 2013.2015. Excluding the benefit$35 million impact of $36 million of sales from acquired businessesunfavorable foreign currency rate changes and the impact$22 million of changes in foreign currency exchange rates (which unfavorably impacted sales by $2 million),fiscal 2014 revenues from the divested RV product line, core sales declined 10% from the prior year. The core sales decline was broad based across most served end markets and geographies and primarily reflected challenging economic conditions and OEM inventory destocking7% in the heavy-duty truckfiscal 2015 due to reduced demand in auto and off-highway equipment markets. Engineered Solutions segment operatingOperating profit declined to $40 million duringin fiscal 2013 compared to $61 million in the prior year, primarily2015 due to the impactinclusion of lower volumes, unfavorable sales mix and $2a $13 million of restructuring costs.
Fiscal 2012 compared to Fiscal 2011
Net sales in the Engineered Solutions segment increased $35 million (7%) to $508 millionRV divestiture gain in fiscal 2012. Excluding the benefit of $84 million of sales from acquired businesses and the headwind2014, unfavorable product mix, restructuring costs, material cost inflation at international locations resulting from the weaker Euro (which unfavorably impacted sales by $12 million), core sales declined 9% from the prior year. This decline resulted from sharply lower demandstronger U.S. dollar and reduced absorption on lower production schedules from vehicle OEM’s serving the convertible top auto and European and China heavy-duty truck markets. Engineered Solutions segment operating profit declined modestly to $61 million during fiscal 2012 compared to $64 million in the prior year, primarily the result of lower sales and unfavorable product mix.volumes.
Financing Costs, NetCorporate
All debt isSince corporate expenses are considered to be for general corporate purposes, and we therefore do not allocate financing coststhese expenses to our segments. Corporate expenses were relatively unchanged at $29 million, $31 million and $29 million in fiscal 2016, 2015 and 2014, respectively.
Financing Costs, Net
Net financing costs were $25$29 million, $30 million and $32 million for the years ended August 31, 2013, 2012 and 2011, respectively. The reduction in interest expense in fiscal 2013 reflects2016, $28 million in fiscal 2015 and $25 million in fiscal 2014, with the conversion of our 2% Convertible Notes into
common stock, as well as the benefit of lower interest rates following the refinancing of our Senior Notes in the third quarter ofincrease since fiscal 2012.2014 attributable to higher net debt balances.
Income Tax Expense
Our income tax expense is impacted by a number of factors, including the amount of taxable earnings derived in foreign jurisdictions with tax rates that are higher or lower than the U.S. federal statutory rate, state tax rates in the jurisdictions where we do business, tax minimization planning and our ability to utilize various tax credits and net operating loss carryforwards to reduce income tax expense. Income tax expense also includes the impact of provision to tax return adjustments, changes in valuation allowances
and reserve requirements for unrecognized tax benefits.
The Pre-tax earnings (loss), income tax expense (benefit) and effective income tax rate from continuing operations for the past three years were as follows:
|
| | | | | | | | | |
| | | Year Ended August 31, |
| | | 2016 | | 2015 | | 2014 |
| Earnings (loss) from continuing operations before income taxes | | (130,344 | ) | | 25,391 |
| | 174,026 |
|
| Income tax expense (benefit) | | (25,170 | ) | | 5,519 |
| | 32,573 |
|
| Effective income tax rate | | 19.3 | % | | 21.7 | % | | 18.7 | % |
The comparability of pre-tax earnings (loss), income tax expense (benefit) and the related effective income tax rates are impacted by impairment charges. Fiscal 2016 results include a $187 million ($169 million after tax) impairment charge, while fiscal 2013 was 9.4%, compared to 19.0% and 20.2% in2015 included an $84 million ($83 million after tax) impairment charge. Excluding the impairment charge, the fiscal 2012 and 2011, respectively. The lower fiscal 20132016 effective tax rate reflectswas (13.7)%, which was lower than the prior year due to a favorable mix of taxable earnings, the benefits of tax minimization planning initiatives and discrete tax adjustments.
Both the utilization ofcurrent and prior year income tax net operating losses, favorable changes in tax laws, increased foreign tax credit utilization and favorable discrete items. Discrete periodprovisions included a materially similar income tax benefits from global tax planning initiatives (current year tax planning related to the deductibility of foreign currency losses for tax purposes); however, in the current year those initiatives as a percentage had an increased impact on the effective tax rate due to lower pre-tax book earnings in fiscal 20132016 (excluding the impairment charge). In addition, the tax provision for fiscal 2016 included a $7 million income tax benefit on the Sanlo divestiture and 53% of earnings from foreign jurisdictions (with tax rates lower than the U.S. federal income tax rate) compared to 68% in fiscal 2015.
Income tax expense in fiscal 2015 included a net $10 million reversalreduction in reserves for unrecognized tax benefits and a greater proportion of earnings from lower taxed foreign jurisdictions (compared to fiscal 2014), which were partially offset by a $2 million increase in valuation allowances. Fiscal 2014 income tax reserves establishedexpense included a net $11 million income tax benefit from a change in prior yearsincome tax accounting method and a reduction in the reserve for unrecognized tax benefits (as a result of the lapsing of non-U.S. income tax statuesstatutes of limitations) and anlimitation) which were somewhat offset by $11 million adjustment to properly state deferred tax balances related to equity compensation programs (see to Note 1, “Summary of Significant Accounting Policies” inincremental income taxes on the notes to the consolidated financial statements for further discussion). Fiscal 2012 income tax expense included a $6 million discrete income tax benefit resulting from debt refinancing while fiscal 2011 income tax expense included a $4 million benefit from a favorable adjustment to a valuation allowance.RV product line divestiture.
Discontinued Operations
TheWe divested our former Electrical segment isin December 2013. The former Electrical segment was primarily involved in the design, manufacture and distribution of a broad range of electrical products to the retail DIY, wholesale, OEM, solar, utility, marine and other harshhard environment markets. Our Mastervolt business was acquired in December 2010 and is comprised of two product lines, solar and marine. During the fourth quarter of fiscal 2012 we recognized a non-cash impairment charge of $63 million related to the Mastervolt reporting unit. We recorded a further $159 million impairment charge in fiscal 2013, due to our decision to divest the entire Electrical segment.
Since its acquisition in fiscal 2010, financial results for Mastervolt have been volatile, attributable to challenging business and market conditions and regulatory changes. Substantially all of Mastervolt's solar sales are in Europe. Solar demand has been adversely impacted by weak European economic conditions, government subsidy policy changes and budget challenges and the resulting austerity actions that have impacted solar subsidies, consumer confidence and access to credit. As a result of financial challenges facing European governments, significant reductions were made to solar feed in tariff (“FiT”) incentives, which increased the volatility of solar demand, and made investments in solar systems less attractive to potential buyers. Reduced FiT's unfavorably impact our customers' return on investment in solar systems, thereby creating downward pressure on solar inverter pricing. During the fourth quarter of fiscal 2012, reduced incentive schemes were announced and implemented in Mastervolt's key served markets (United Kingdom, France, Belgium, Germany and Italy). The combination of all of these factors reduced Mastervolt's solar sales and margins. This necessitated several actions, including negotiating lower product cost from Mastervolt's suppliers, increasing our efforts to reduce solar inventory levels, initiating management changes, narrowing the focus of the solar business to certain key markets and product lines and reducing overhead through facility closures and headcount reductions.
Mastervolt generated $73 million in sales and $4 million in operating profit in fiscal 2012, excluding the $63 million fourth quarter non-cash impairment charge. Despite the year-over-year improvement in operating results in the second half of fiscal 2012 (relative to operating losses in the prior year comparable periods) the business continued to underperform relative to expectations in its solar product line. While we believe the solar industry will continue to grow, we reduced Mastervolt's long-term sales and profitability expectations as a result of continued pricing pressure, the frequent imbalance between solar industry inverter supply and demand (resulting in excess inventory) and the volatile nature of end market demand given frequent unfavorable FiT changes. We also reviewed the long-term strategic fit of the Mastervolt business in the fourth quarter of fiscal 2012, as part of our annual strategic plan and portfolio management process. Various actions to address the Mastervolt business, and the solar product line in particular, were considered, including continuing to operate and invest in the business, implementing significant restructuring and downsizing actions or exiting the entire business or the solar product line through a possible closure or sale. The adverse business, economic and competitive factors, coupled with the uncertainty regarding the long-term strategic fit of the business,final divestiture resulted in a $63pre-tax gain on disposal of $34 million impairment charge during the fourth quarter of fiscal 2012. This consisted of the write-down of $37 million of goodwill and $26 million of indefinite lived intangible assets (tradename). The remaining carrying value of the Mastervolt business was $87 million at August 31, 2012 (including $3 million of net tangible assets and $84 million of intangible assets, goodwill and deferred income taxes).
During the first half of fiscal 2013, we initiated additional restructuring actions including headcount reductions and facility closures in the Electrical segment to respond to weak overall demand and negative year-over-year core sales growth for the segment. Following additional portfolio management discussions, we committed to a plan to divest the entire Electrical segment in May 2013. We have engaged an investment bank to assist us in the sale process and believe that a sale will be completed in the first half of fiscal 2014, subject to terms that are usual and customary for the sale of a business. The divestiture will allow us to streamline our business portfolio and refocus on the remaining three segments in a way that better positions the Company to take advantage of our core competencies, current business model and global growth trends. As a result, we recognized an impairment charge in fiscal 2013 of $159 million, including a write-down of $138 million of goodwill and $21 million of tradenames. Following this write-down, there is no remaining goodwill associated with the Mastervolt reporting unit and $77 million of remaining North American Electrical goodwill. Refer to(see Note 3, “Discontinued Operations”"Discontinued Operations and Divestitures" in the notes to the consolidated financial statements for information regarding the carrying value of assets held for sale.
further discussion). The results of operations for the former Electrical segment have been reported asin discontinued operations for all periods presented. The following table summarizes the results of discontinued operations (in millions) for the last three fiscal years:
|
| | | | | | | | | | | |
| | Year Ended August 31, |
| | 2013 | | 2012 | | 2011 |
| Net sales | $ | 286 |
| | $ | 329 |
| | $ | 335 |
|
| | | | | | |
| Operating profit | 34 |
| | 28 |
| | 28 |
|
| Impairment charges | (159 | ) | | (62 | ) | | — |
|
| Net loss on disposal (1) | — |
| | — |
| | (16 | ) |
| Income tax benefit (expense) | 7 |
| | (4 | ) | | (11 | ) |
| Income (loss) from discontinued operations, net of taxes | $ | (118 | ) | | $ | (38 | ) | | $ | 1 |
|
(1) In fiscal 2011 the Company completed the sale of its European Electrical business for cash proceeds of $4 million. As a result of the sale transaction, the Company recognized a pre-tax loss on disposal of $16 million, including an $11 million charge to cover future lease payments on an unfavorable real estate lease used by the divested business.
Liquidity and Capital Resources
At August 31, 2016, cash and cash equivalents is comprised of $172 million of cash held by foreign subsidiaries and $8 million held domestically. We periodically utilize income tax safe harbor provisions to make temporary short-term intercompany advances from our foreign subsidiaries to our U.S. parent. Temporary intercompany advances, which are utilized to reduce outstanding debt balances, were $54 million and $160 million at August 31, 2016 and 2015, respectively. The following table summarizes the cash flow attributable to operating, investing and financing activities (in millions):
|
| | | | | | | | | | | | | | |
| | | | Year Ended August 31, | |
| | | | 2013 | | 2012 | | 2011 | |
| | Net cash provided by operating activities | | $ | 194 |
| | $ | 182 |
| | $ | 172 |
| |
| | Net cash used in investing activities | | (253 | ) | | (83 | ) | | (331 | ) | |
| | Net cash provided by (used in) financing activities | | 99 |
| | (72 | ) | | 158 |
| |
| | Effect of exchange rate changes on cash | | (4 | ) | | (3 | ) | | 5 |
| |
| | Net increase in cash and cash equivalents | | $ | 36 |
| | $ | 24 |
| | $ | 4 |
| |
|
| | | | | | | | | | | | |
| | | Year Ended August 31, |
| | | 2016 | | 2015 | | 2014 |
| Net cash provided by operating activities | | $ | 118 |
| | $ | 131 |
| | $ | 126 |
|
| Net cash (used in) provided by investing activities | | (83 | ) | | (21 | ) | | 262 |
|
| Net cash used in financing activities | | (18 | ) | | (15 | ) | | (382 | ) |
| Effect of exchange rate changes on cash | | (5 | ) | | (35 | ) | | (1 | ) |
| Net increase in cash and cash equivalents | | $ | 11 |
| | $ | 60 |
| | $ | 5 |
|
Cash flows from operating activities during fiscal 2013 were $194 million, primarily consisting of net earnings and effective working capital management, offset by the payment of $17 million of fiscal 2012 incentive compensation costs. Investing activities during fiscal 2013 included $24 million of net capital expenditures and the receipt of $5 million in proceeds related to the divestiture of the Nielsen Sessions business. Existing cash, borrowings under the revolving credit facility and operating cash flows funded the $235 million purchase price of the Viking acquisition, the repurchase of approximately 1.3 million shares of the Company’s common stock ($42 million) and the annual dividend.
Cash flows from operating activities in fiscal 2012 were $182 million, the result of strong cash earnings and effective working capital management, which were partially offset by the use of $30 million in the debt refinancing. This net operating cash flow and the proceeds from the debt refinancing funded $63 million of share repurchases, $69 million of business acquisitions and the repayment of revolving credit facility borrowings. Proceeds from the sale of property, plant and equipment (which included the sale-leaseback of certain equipment and the sale of a vacant facility) were $9 million, while capital expenditures totaled $23 million.
During fiscal 2011 we generated $172 million of cashCash flow from operations were $118 million in fiscal 2016, a combination of strong$13 million reduction from the prior year due to lower cash earnings, from continuing operations and the ongoing focus onsomewhat offset by improved working capital management. We utilized thismanagement, reduced cash flow, as well as borrowings under our Senior Credit Facilitytax payments and the $4lower annual incentive compensation payments. These cash flows from operations, $7 million of proceeds from the sale leaseback of the European Electrical businessseveral facilities and existing cash balances were utilized to fund the Mastervolt and Weasler acquisitions (totaling $313repurchase 712,955 shares of common stock ($17 million) and $23fund $82 million of acquisitions and $20 million of capital expenditures.
Cash flow from operating activities in fiscal 2015 was $131 million, while cash used in investing activities for net capital expenditures was $21 million. Operating cash flows and borrowings under the Senior Credit Facility funded the $212 million repurchase of approximately 8 million shares of the Company's common stock. The translational impact of the significant strengthening of the U.S. dollar in fiscal 2015 reduced our cash balances by $35 million.
Cash flow from operating activities in fiscal 2014 were $126 million. Investing activities during fiscal 2014 included $42 million of net capital expenditures, $41 million of proceeds from the sale leaseback of Viking rental assets and the receipt of $290 million in proceeds from the divestitures of the former Electrical Segment and RV product line. Existing cash, operating and investing cash flows funded the $31 million Hayes acquisition and $284 million of stock buybacks, as well as the repayment of $125 million of revolver borrowings.
Primary Working Capital Management
We use primary working capital (“PWC”) as a percentage of sales as a key indicator ofmetric for working capital management.efficiency. We define this metric as the sum of net accounts receivable and net inventory less accounts payable, divided by the past three monthsmonth's sales annualized. We view this as a measure of asset management efficiency. The following table shows the components of the metricprimary working capital (amounts in millions):
| | | | | August 31, 2013 | | August 31, 2012 | | August 31, 2016 | | August 31, 2015 |
| | | $ | | PWC % | | $ | | PWC % | | $ | | PWC % | | $ | | PWC % |
| Accounts receivable, net | | $ | 219 |
| | 16 | % | | $ | 235 |
| | 15 | % | | $ | 187 |
| | 17 | % | | $ | 193 |
| | 16 | % |
| Inventory, net | | 143 |
| | 10 | % | | 212 |
| | 13 | % | | 131 |
| | 12 | % | | 143 |
| | 12 | % |
| Accounts payable | | (154 | ) | | (11 | )% | | (175 | ) | | (11 | )% | | (115 | ) | | (10 | )% | | (118 | ) | | (10 | )% |
| Net primary working capital | | $ | 208 |
| | 15 | % | | $ | 272 |
| | 17 | % | | $ | 203 |
| | 18 | % | | $ | 218 |
| | 18 | % |
Excluding the $2 million reduction in primary working capital due to changes in foreign currency exchange rates and the $11 million increase due to acquisition/divestiture activity, primary working capital decreased $24 million in the year, reflecting lower inventory levels and a reduction in accounts receivable, primarily as a result of lower sales levels.
Liquidity
Our Senior Credit Facility which matures on July 18, 2018,May 8, 2020, and includes a $600 million revolving credit facility, a $90300 million term loan and a $350450 million expansion option. Quarterly principal payments of $14 million begin on the term loan commenced on SeptemberJune 30, 20142016, increasingand increase to $28 million per quarter beginning on SeptemberJune 30, 20152017, with the remaining principal due at maturity. At August 31, 20132016, we had $104$180 million of cash and cash equivalents and $472equivalents. Unused revolver capacity was $592 million of unused capacity on the revolver (all at August 31, 2016, of which $180 million was available to borrow).for borrowing. We believe that the availability under the Senior Credit Facility,revolver, combined with our existing cash on hand and anticipated operating cash flows will be adequate to meet operating, debt service, stock buyback, acquisition funding and capital expenditure funding requirements for the foreseeable future. See Note 5, “Debt” in the notes to the consolidated financial statements for further discussion on the Senior Credit Facility.
Seasonality and Working Capital
We have met our working capital and capital expenditure requirements through a combination of operating cash flow and revolver availability under our Senior Credit Facility. Although there are modest seasonal factors within certain of our businesses, on a consolidated basis, we do not experience material changes in seasonal working capital or capital resource requirements. We meet working capital and capital expenditure requirements through a combination of operating cash flow and revolver availability under our Senior Credit Facility.
Our receivables are derived from a diverse customer base inspread across a number of industries. We have noindustries, with our largest single customer which generated 5% or moregenerating approximately 3% of fiscal 20132016 net sales.
Capital Expenditures
The majority of our manufacturing activities consist of the assembly of components which are sourced from a variety of vendors. As a result, weoperations. We believe that our capital expenditure requirements are not as extensive as many other industrial companies given the assembly nature of our operations. Capital expenditures (which have historically been funded by operating cash flows) were $2420 million in fiscal 2013 and, $23 million and $42 million in both fiscal 2016, 20122015 and 20112014., respectively. Capital expenditures in fiscal 2014 were higher than historical levels due to the purchase of mooring assets in the Energy segment required to support large project
growth in the Asia Pacific region. Capital expenditures for fiscal 20142017 are expected to be in the range of $35 to 40$20 - $25 million, but could vary from that depending on business performance, growth opportunities and growth opportunities.the amount of assets we lease instead of purchase.
Commitments and Contingencies
Given our desire to allocate available cash flow and revolver availability to fund growth initiatives, we typically lease muchmost of our operating equipment and facilities. We lease certain facilities, computers, equipment and vehicles under various operating lease agreements, generally over periods ranging from one to twenty years. Under most arrangements, we pay the property taxes, insurance, maintenance and expenses related to the leased property. Many of the leases include provisions that enable us to renew the lease based upon fair value rental rates on the date of expiration of the initial lease. See Note 8, “Leases,” in the notes to consolidated financial statements and the “Contractual Obligations” table below for further information.
We are contingently liable for certain lease payments under leases of businesses that we previously divested or spun-off. Some of these businesses were subsequently sold to third parties. If any of these businesses do not fulfill their future lease
payment obligations under the leases, we could be liable for such leases. The present value of future minimum lease payments for these leases was $11$16 million at August 31, 20132016 (including $12 million related to the former Electrical segment). As of August 31, 2016, future minimum lease payments on previously divested or spun-off businesses were as follows: $3 million in fiscal 2017; $3 million in fiscal 2018; $2 million in each fiscal 2019, 2020, and 2021 and $4 million in aggregate thereafter.
We had outstanding letters of credit totaling $1118 million at both August 31, 2016 and $9 million at August 31, 2013 and 20122015, respectively, the majority of which securerelate to commercial contracts and self-insured workers compensation liabilities.programs.
Contractual Obligations
The timing of payments due under our contractual commitments is as follows (in millions):
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Payments Due |
| | | 2017 | | 2018 | | 2019 | | 2020 | | 2021 | | Thereafter | | Total |
| Debt (short- and long-term) | | $ | 19 |
| | $ | 30 |
| | $ | 30 |
| | $ | 217 |
| | $ | — |
| | $ | 288 |
| | $ | 584 |
|
| Interest on long-term debt | | 23 |
| | 23 |
| | 22 |
| | 21 |
| | 16 |
| | 13 |
| | 118 |
|
| Operating leases | | 33 |
| | 27 |
| | 24 |
| | 20 |
| | 14 |
| | 45 |
| | 163 |
|
| Deferred acquisition purchase price | | 1 |
| | 2 |
| | — |
| | — |
| | — |
| | — |
| | 3 |
|
| | | $ | 76 |
| | $ | 82 |
| | $ | 76 |
| | $ | 258 |
| | $ | 30 |
| | $ | 346 |
| | $ | 850 |
|
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Payments Due |
| | | 2014 | | 2015 | | 2016 | | 2017 | | 2018 | | Thereafter | | Total |
| Long-term debt (principal) | | $ | — |
| | $ | 4 |
| | $ | 9 |
| | $ | 9 |
| | $ | 193 |
| | $ | 300 |
| | $ | 515 |
|
| Interest on long-term debt | | 20 |
| | 20 |
| | 20 |
| | 20 |
| | 19 |
| | 61 |
| | 160 |
|
| Operating leases | | 24 |
| | 19 |
| | 16 |
| | 13 |
| | 10 |
| | 39 |
| | 121 |
|
| Deferred acquisition purchase price | | 2 |
| | 3 |
| | — |
| | 1 |
| | — |
| | — |
| | 6 |
|
| | | $ | 46 |
| | $ | 46 |
| | $ | 45 |
| | $ | 43 |
| | $ | 222 |
| | $ | 400 |
| | $ | 802 |
|
Interest on long-term debt assumes the current interest rate environment and revolver borrowings consistent with August 31, 2016 debt levels.
Our operating leasecontractual obligations generally relate to amounts due under contracts with third party service providers. These contracts are primarily for real estate leases, information technology services (including software and hardware support services and leases) and telecommunications services. Only those obligations that are not cancelable are included in the table.
We routinely issue purchase orders to numerous vendors for inventory and other supplies. These purchase orders are
generally cancelable with reasonable notice to the vendor, and are therefore excluded from this table.
We have long-term obligations related to our deferred compensation, pension and postretirement plans that are excluded from this table, summarized in Note 9, “Employee Benefit Plans” in the notes to consolidated financial statements.
As discussed in Note 10, “Income Taxes” in the notes to consolidated financial statements, we have unrecognized tax benefits of $18 million at August 31, 2013. TheOur liability for unrecognized tax benefits was $29 million at August 31, 2016, but is not included in the table of contractual obligations because the timing of the potential settlements of these uncertain tax positions cannot be reasonably estimated.
Critical Accounting Policies
We prepare our consolidated financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”). This requires management to make estimates and assumptions that affect reported amounts and related disclosures. Actual results could differ from those estimates. The following policies are considered by management to be the most critical in understanding the judgments that are involved in the preparation of our consolidated financial statements and the uncertainties that could impact our results of operations, financial position and cash flows.
Revenue recognition: We recognize revenue when persuasive evidence of an arrangement exists, delivery has occurred, the sales price is fixed or determinable and collectibilitycollectability of the sales price is reasonably assured. For product sales, delivery does not occur until the passage of title and risk of loss have transferred to the customer (generally when products are shipped). Revenue from servicesservice and rental contracts are recognized when the services are provided or ratably over the contract term. We record allowances for discounts, product returns and customer incentives at the time of sale as a reduction of revenue as such
allowances can be reliably estimated based on historical experience and known trends. We also offer warranty on our products and accrue for warranty claims at the time of sale based upon the length of the warranty period, historical warranty cost trends and any other related information.
Inventories: Inventories are stated at the lower of cost or market. Inventory cost is determined using the last-in, first-out (“LIFO”) method for a portion of U.S. owned inventory (approximately 21% and 19%22% of total inventories at both August 31, 20132016 and 2012,2015, respectively). The first-in, first-out or average cost method is used for all other inventories. If the LIFO method were not used, the inventory balance would be higher than the amount in the consolidated balance sheet by approximately $6$4 million at August 31, 20132016 and $7$6 million at August 31, 2012.2015. We perform an analysis of the historical sales usage of the individual inventory items on hand and a reserve is recorded to adjust inventory cost to market value. The inventory valuation assumptions used are based on historical experience. We believe that such estimates are made based on consistent and appropriate methods; however, actual results may differ from these estimates under different assumptions or conditions.
Goodwill and Long-Lived Assets:
AnnualGoodwill Impairment Review, Estimates and Sensitivity: Our business acquisitionThe purchase price allocation for acquired businesses typically results in recording goodwill and other intangible assets, which are a significant portion of our total assets. On an annual basis, or more frequently if triggering events occur, we compare the estimated fair value of our reporting units to the carrying value to determine if a potential goodwill impairment exists. If the fair value of a reporting unit is less than its carrying value an impairment loss if any, is recorded for the difference between the implied fair value and the carrying value of the reporting unit's goodwill. The estimated fair value represents the amount we thinkbelieve a reporting unit could be bought or sold for in a current transaction between willing parties on an arms-length basis.
In estimating the fair value, we generally use a discounted cash flow model, which is dependent on a number of assumptions including estimated future revenues and expenses, weighted average cost of capital, capital expenditures and other variables. The expected future revenue growth rates and operating profit margins are determined after taking into consideration our historical revenue growth rates and earnings levels, our assessment of future market potential and our expectations of future business performance. Under the discounted cash flow approach, the fair value is calculated as the sum of the projected discounted cash flows over a discrete seven year period plus an estimated terminal value. In certain circumstances we also review a market approach in which a trading multiple is applied to a forecasted EBITDA (earnings before interest, income taxes, depreciation and amortization) of the reporting unit to arrive at the estimated fair value.
Fiscal 2015 Impairment Charge: The dramatic decline in oil prices, reduced capital spending by asset owners and suspended drilling and exploration activities caused us to review the recoverability of goodwill, intangible assets and fixed assets of our Energy segment businesses during the second quarter of fiscal 2015. Similar to other energy industry suppliers, we revised our financial projections to reflect market conditions, including lower sales and profit levels. The uncertainty and volatility in the global oil & gas markets resulted in a second quarter fiscal 2015 goodwill impairment charge of $40 million in our Cortland reporting unit and $38 million in our Viking reporting unit.
Fiscal 2016 Interim Impairment Charge: During the second quarter of fiscal 2016, we determined that there were interim “triggering events” that required a review of the recoverability of the goodwill and long-lived assets of three reporting units (Cortland, Viking and maximatecc).
Cortland and Viking Reporting Units: Continued unfavorable market conditions, including continued cuts in oil & gas capital spending, reduced exploration, drilling and commissioning activities and excess capacity for mooring rental assets, resulted in a 33% core sales decline in the second quarter of fiscal 2016 at Viking and Cortland, which comprise our Other Energy Services product line. As a result of lower projected sales and profits, we recognized a goodwill impairment charge of $74 million.
Maximatecc Reporting Unit: The maximatecc reporting unit, including the legacy North American business and acquisitions of CrossControl (Europe) and Turotest (South America), manufactures severe-duty electronic instrumentation including displays and clusters, machine controls and sensors. These products are primarily marketed to industrial vehicle original equipment manufacturers (“OEMs”) and system suppliers in a number of industries, including industrial, material hauling, construction, agriculture, forestry, mining, utility, cargo, marine and rail. Weakness in off-highway vehicle and agricultural markets, coupled with challenging overall industrial fundamentals, recent reductions in OEM customer build rates and production schedules (in order to reduce inventory levels) and delays in the start of production by certain European OEMs for new or updated design models resulted in reduced sales and profitability of the maximatecc business. As a result of lower projected sales and profits, we recognized a $46 million impairment charge related to the goodwill of the maximatecc business.
Fiscal 2016 Year-End Impairment Test:Our fourth quarter fiscal 20122016 impairment calculations includedreview resulted in one reporting unit (Mastervolt) in which the carrying value exceeded the estimated fair value (see discussion below on Fiscal 2012 Impairment Charge) and one reporting unit (North American Electrical) that had(Cortland) having an estimated fair value that exceeded itsthe carrying value by 13%. The carrying value(expressed as a percentage of the North American Electrical reporting unit was $254 million at August 31, 2012, including $174 million of goodwillcarrying value) by less than 30%. While we believe that the Cortland business will generate positive cash flow and earnings in the long-term, the financial projections utilized in the impairment review considered both historical results and current challenging conditions in the global oil & gas markets. Estimated future cash flows from previously completed acquisitions. Key financial assumptions utilized to determine the fair value of the North American Electrical reporting unit includedbusiness assume low single digit sales growth (including 3%in fiscal 2017 (after a greater than 10% sales decline in fiscal 2016) and slightly improved profitability, the result of previously completed restructuring actions and favorable sales mix. The future financial results of this reporting unit are dependent on the realization of savings from restructuring actions and material cost reductions, the timing and level of recovery in the terminal year)global oil & gas markets and a 12.9% discount rate. The estimated future cash flows assumed improved profitability (relativeour ability to actual fiscal 2012 results) - driven by savingsretain and efficiencies from the consolidation of manufacturing facilities (which was completedwin new business in late fiscal 2012).other end markets. The assumptions that have the most significant impact on the determination of the fair value of the Cortland reporting unit are market valuation multiples, the discount rate (10.5% at August 31, 2016) and sales growth rates.rate, including 3.0% in the terminal year. A 100 basis point increase in the discount rate results in a decreasereduction to the estimated fair value of the reporting unit by approximately 9%13%, while a reduction in the terminal year sales growth rate assumption by 100 basis points would decrease the estimated fair value by approximately 5%9%. ForThe carrying value of the remaining sevenCortland reporting units, ourunit was $91 million (including $36 million in goodwill) at August 31, 2016.
Indefinite-lived intangibles (tradenames): Indefinite lived intangible assets are also subject to annual goodwill impairment testingtesting. On an annual basis or more frequently if a triggering event occurs, the fair value of indefinite lived assets, based on a relief of royalty valuation approach, are evaluated to determine if an impairment charge is required. We recognized interim impairment charges to write-down the value of tradenames by $17 million and $6 million in fiscal 2012 indicated that2016 and 2015, respectively, as the result of reduced sales projections and royalty rates, which reflected current and future profitability estimates. Our fourth quarter fiscal 2016 impairment review resulted in one indefinite lived intangible asset for which the estimated fair value of each reporting unit exceeded the carrying value (expressed asof $17 million by 21%. A reduction in sales or operating profits, relative to our projections, could result in a percentagefuture non-cash impairment charge related to this tradename.
Long-lived assets (fixed assets and amortizable intangible assets): We also review long-lived assets for impairment when events or changes in business circumstances indicate that the carrying amount of the carrying value) in excessassets may not be fully recoverable. If such indicators are present, we prepare an undiscounted operating cash flow analyses to determine if an impairment exists. If an impairment is determined to exist, any related impairment loss is calculated based on fair value. In the second quarter of 30%.
At August 31, 2013,fiscal 2016, the fair value of eachundiscounted operating cash flows of our six reporting units from continuing operations exceededViking business did not exceed the carrying value in excessand therefore a $52 million long-lived asset impairment was recognized, including $28 million of 30%. Key assumptions utilized to estimate the fair valueamortizable intangible assets and $24 million of the reporting units (under a discounted cash flow model) included discount rates (ranging from 10.1% to 11.3%), modest revenue growth rates (including 3% in the terminal year) and a slight improvement in margins as a result of increased operating leverage.fixed assets (primarily mooring rental assets).
A considerable amount of management judgment and assumptions are required in performing the impairment tests, principally in determining the fair value of each reporting unit and the indefinite lived intangible assets. While we believe our judgments and assumptions are reasonable, different assumptions could change the estimated fair values and, therefore, future additional impairment charges could be required. Significant negativeWeakening industry or economic trends, disruptions to the Company'sour business, loss of significant customers, inability to effectively integrate acquired businesses, unexpected significant changes or planned changes in the use of the assets or in entity structure and divestitures may adversely impact the assumptions used in the valuations and ultimately result in future impairment charges.
Fiscal 2012 Impairment Charge: As a result of the uncertainty regarding the long-term strategic fit of the Mastervolt business (a “triggering event” in the fourth quarter), the fiscal 2012 Mastervolt goodwill impairment test utilized both market and income valuation approaches under various scenarios, which were weighted based on the probability of future outcomes, as a single discounted cash flow model with a holding period into perpetuity was no longer appropriate. Key assumptions included market multiples, a higher discount rate (16.6%) relative to our remaining reporting units and the expectation of continued positive cash flows in future years. Financial projections also assumed moderate sales growth in the marine market and a projected rebound in solar sales levels in fiscal 2013, with single digit annual sales growth in future years. The prior Mastervolt valuation was determined solely based on an income valuation approach and utilized a consistent discount rate, terminal year growth rate (3%) and expected long-term profit margin assumption. However, sales and cash flow projections during the discrete projection period in the fiscal 2012 impairment calculation were reduced by approximately 50% (relative to prior assumptions). The assumptions that have the most significant impact on the determination of the fair value of the reporting unit are market valuation multiples, the discount rate and sales growth rates. A 100 basis point increase in the discount rate results in a decrease to the estimated fair value by approximately 7%, while a reduction in the terminal year sales growth rate assumption by 100 basis points would decrease the estimated fair value by approximately 4%. While we use the best available information
to prepare the cash flow assumptions, actual future cash flows or market conditions could differ, resulting in future impairment charges related to goodwill.
Fiscal 2013 Interim Impairment Charge: The material changes in assumptions from the fourth quarter fiscal 2012 impairment tests to third quarter fiscal 2013 Mastervolt and North American Electrical impairment tests were principally a 20% reduction in market valuation multiples (as updated information regarding potential buyers, M&A market conditions and multiples of comparable transactions supported a lower valuation) and lower projected sales volumes, which adversely impacted margin and cash flow assumptions. Uncertainty regarding the long-term growth prospects of the solar market, given its volatile nature and recent industry consolidations/exits by suppliers, also negatively impacted market multiple assumptions (consistent with declining valuations of public solar companies). Our decision to divest the Electrical segment in May 2013 also impacted the impairment calculations, shortening the holding period of the businesses and placing more weighting on the market approach to determine the fair value of the reporting units.
While the Mastervolt marine product line generated sales growth in fiscal 2013, the continued volatility in the solar market, reduced government solar incentives to buyers, increased competitive pricing pressure due to excess inventory throughout the solar industry, coupled with delays in new product launches, business interruption caused by a fire in our research and development lab and the narrowing of our solar product focus collectively resulted in significantly reduced sales projections for the Mastervolt business unit. Similar to other solar industry suppliers, we no longer expect a significant near-term rebound in solar sales that was previously anticipated and therefore revised our financial projections to include lower solar sales levels and reduced profit levels in the future. The revised financial projections and an increase in the discount rate from 16.6% to 19.8% (given the associated risk premium and market outlook) resulted in a $41 million goodwill impairment.
While we believe that our North American Electrical business' diverse electrical products and technologies will continue to generate positive cash flows and earnings, the decision to divest the Electrical segment represented a “triggering event” requiring an interim impairment review. The third quarter fiscal 2013 goodwill impairment charge of $97 million reflected current market conditions (lower projected market multiples), a 16.6% discount rate (compared to 12.9% in the fourth quarter of fiscal 2012) and a consistent expectation regarding moderate to long-term sales growth, including a 3% terminal year growth rate. Sales projections for the North American Electrical business incorporated developments during the first nine months of fiscal 2013, in which sales were below prior year levels by approximately 10%. This decline resulted from the loss of certain low margin retail DIY business, channel inventory reductions across served markets and reduced transformer product line demand from major OEM customers. Despite the reduced sales volumes, profit margins remained consistent with prior projections - the result of controlled spending and the benefits of current year headcount reductions.
To the extent actual proceeds on the ultimate Electrical segment divestiture are less than current projections, or there are changes in the composition of the asset disposal group, further write-downs of the carrying value of the Electrical segment may be required.
Long-Lived Assets: Indefinite lived intangible assets are also subject to annual impairment testing. On an annual basis, the fair value of the indefinite lived assets, based on a relief of royalty income approach, are evaluated to determine if an impairment charge is required. In the fourth quarter of fiscal 2012 we recognized a $26 million impairment of the Mastervolt tradename - the result of a reduction in the assumed royal rate (from 3.5% to 2%) and lower projected long-term Mastervolt solar sales. In the third quarter of fiscal 2013 we also reassessed the recoverability of all Electrical segment tradenames as a result of the plan to divest the segment, and recognized an additional $21 million tradename impairment. The estimated fair value of the tradenames were adversely impacted by further reductions in royalty rate assumptions, an increase in the discount rate and lower projected sales volumes.
We also review long-lived assets for impairment when events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. If such indicators are present, we perform undiscounted operating cash flow analyses to determine if an impairment exists. If an impairment is determined to exist, any related impairment loss is calculated based on fair value. During the third quarter of fiscal 2013, we recognized an $11 million impairment of Electrical segment long-lived assets, representing the excess of the net book value of the assets held for sale over the estimated fair value, less selling costs. We re-assessed our initial estimate of fair value less selling costs (based on additional information available as a result of the sale process) as of August 31, 2013 and recognized an $11 million increase to the carrying value of the Electrical segment assets.
Business Combinations and Purchase Accounting: We account for business combinations using the acquisition method of accounting, and accordingly, the assets and liabilities of the acquired business are recorded at their respective fair values. The excess of the purchase price over the estimated fair value is recorded as goodwill. Assigning fair market values to the assets acquired and liabilities assumed at the date of an acquisition requires knowledge of current market values, and the values of assets in use, and often requires the application of judgment regarding estimates and assumptions. While the ultimate responsibility resides with management, for materialcertain acquisitions we retain the services of certified valuation specialists to assist with assigning estimated values to certain acquired assets and assumed liabilities, including intangible assets and tangible long-lived assets. Acquired intangible assets, excluding goodwill, are valued using a discounted cash flow methodology based
on future cash flows specific to the type of intangible asset purchased. This methodology incorporates various estimates and assumptions, the most significant being projected revenue growth rates, earningsprofit margins and forecasted cash flows based on the discount rate and terminal growth rate.
Employee Benefit Plans: We provide a variety of benefits to employees and former employees, including in some cases, pensions and postretirement health care. Plan assets and obligations are recorded based on aan August 31 measurement date utilizing various actuarial assumptions such as discount rates, assumed rates of return on plan assets and health care cost trend rates. We determine the discount rate assumptions by referencing high-quality, long-term bond rates that are matched to the duration of our benefit obligations, with appropriate consideration of local market factors, participant demographics and benefit payment forecasts. At August 31, 20132016 and 2012,2015, the weighted-average discount rate on domestic benefit plans was 4.9%3.45% and 3.9%4.45%, respectively. In estimating the expected return on plan assets, we consider the historical returns, on plan assets, forward-looking considerations, inflation assumptions and the impact of the management of the plans’ investedasset allocation strategy in investing such assets. Domestic benefit plan assets consist primarily of
participating units in mutual funds, index funds and bond funds. The expected return on domestic benefit plan assets was 7.65%7.15% and 7.75%7.40% at August 31, 20132016 and 2012,2015, respectively. A 25 basis point change in the assumptions for the discount rate or expected return on plan assets would not materially change fiscal 20142017 domestic benefit plan expense.
We review actuarial assumptions on an annual basis and make modifications based on current rates and trends when appropriate. As required by U.S. GAAP, the effects of any modifications are recorded currently or amortized over future periods. Based on information provided by independent actuaries and other relevant sources, we believe that the assumptions used are reasonable; however, changes in these assumptions could impact our financial position, results of operations or cash flows. See Note 9, “Employee Benefit Plans” in the notes to the consolidated financial statements for further discussion.
Income Taxes: We recognizeJudgment is required to determine the annual effective income tax rate, deferred tax assets and liabilities, reserves for unrecognized tax benefits and any valuation allowances recorded against net deferred tax assets. Our effective income tax rate is based on annual income, statutory tax rates, tax planning opportunities available in the futurevarious jurisdictions in which we operate and other adjustments. Our annual effective income tax consequences attributablerate includes the impact of discrete income tax matters including adjustments to reserves for uncertain tax positions and the benefits of various income tax planning activities. Tax regulations require items to be included in our tax returns at different times than the items are reflected in our financial statements. As a result, the effective income tax rate in our financial statements differs from that reported in our tax returns. Some of these differences between financial statement carrying amounts of existingare permanent, such as expenses that are not deductible on our tax return, while others are temporary differences, such as amortization and depreciation expense.
Temporary differences create deferred tax assets and liabilities, and their respective tax bases and operating loss and other loss carryforwards. Deferred tax assets and liabilitieswhich are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. IncomeWe establish valuation allowances for our deferred tax expense also reflects our best estimates and assumptions regarding, among other things,assets when the levelamount of expected future taxable income andis not large enough to utilize the effectentire deduction or credit. Relevant factors in determining the realizability of variousdeferred tax planning strategies. However,assets include future tax authority rulings and changes in tax laws, changes in projected levels of taxable income, and futurethe expected timing of the reversal of temporary differences, tax planning strategies could affectand the actual effectiveexpiration dates of the various tax rate and tax balances recordedattributes.
Use of Estimates: We record reserves, asset write-downs or allowances for customer rebates, returns and discounts, doubtful accounts, inventory, incurred but not reported medical claims, environmental matters, warranty claims, workers compensation claims, product and non-product litigation, acquisition earn out obligations and incentive compensation. These reserves require the use of estimates and judgment. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. We believe that such estimates are made on a consistent basis and with appropriate assumptions and methods. However, actual results may differ from these estimates.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
We are exposed to market risk from changes in foreign currency exchange rates and interest rates and, to a lesser extent, commodities. To reduce such risks, we selectively use financial instruments and other proactive management techniques. All hedging transactions are authorized and executed pursuant to clearly defined policies and procedures, which strictly prohibit the use of financial instruments for trading or speculative purposes. A discussion of our accounting policies for derivative financial instruments is included within Note 1, “Summary of Significant Accounting Policies”7, “Derivatives” in the notes to the consolidated financial statements.
Foreign Currency Risk—We maintain operations in the U.S. and various foreign countries. Our non-U.S. operations, the largest of which are located in Australia, the Netherlands, the United Kingdom, Mexico, United Arab Emirates and China, have foreign currency risk relating to receipts from customers, payments to suppliers and intercompany transactions denominated in foreign currencies. Under certain conditions, we enter into hedging transactions, primarily forward foreign currency swaps, that enable us to mitigate the potential adverse impact of foreign currency exchange rate risk (see Note 7, “Derivatives” in the notes to the consolidated financial statements for further information). We do not engage in trading or other speculative activities with these transactions, as established policies require that these hedging transactions relate to specific currency exposures.
The strengthening of the U.S. dollar could also result incan have an unfavorable translation effectsimpact on our results of operations and financial position as theforeign denominated operating results of foreign operations are translated into U.S. dollars. To illustrate the potential impact of changes in foreign currency exchange rates on the translation of our results of operations, annual sales and operating profit were remeasured assuming a ten percent reduction in foreign exchange rates compared with the U.S. dollar. Under this assumption, annual sales and operating profit would have been $75$58 million and $8$6 million lower, respectively, for the twelve months ended August 31, 2013.2016. This sensitivity analysis assumedassumes that each exchange rate would change in the same direction
relative to the U.S. dollar and excludes the potential effects that changes in foreign currency exchange rates may have on actual sales or price levels. Similarly, a ten percent decline in foreign currency exchange rates relative to the U.S. dollar on our August 31, 20132016 financial position would result in a $32$62 million reduction to equity (accumulated other comprehensive loss), as a result of non U.S. dollar denominated assets and liabilities being translated into U.S. dollars, our reporting currency.
Interest Rate Risk—We havemanage interest expense using a mixture of fixed-rate and variable-rate debt. A change in interest rates impacts the fair value of our 5.625% Senior Notes, but not our earnings exposure related toor cash flow because the interest rate changes on such debt
is fixed. Our variable-rate debt obligations consist primarily of revolver and term loan borrowings under our outstanding floating rate debt that is indexed off of LIBOR interest rates. We periodically utilize interest rate swap agreements to manage overall financing costs and interest rate risk. As discussed in Note 5, “Debt”Senior Credit Facility. A ten percent increase in the notes to the consolidated financial statements, at August 31, 2011 we were a party to interest rate swap agreements that converted $100 millionaverage cost of floating rate debt to a fixed rate of interest. These swaps were terminated during fiscal 2012 as part of the debt refinancing transaction. A 25 basis point increase or decrease in the applicable interest rates on our variable rate debt as of August 31, 2013would resulthave resulted in a corresponding changean approximate $1 million increase in financing costs of approximately $1 million on an annual basis.for the year ended August 31, 2016.
Commodity Risk—We source a wide variety of materials and components from a network of global suppliers. While such materials are typically available from numerous suppliers, commodity raw materials, such as steel and plastic resin and copper, are subject to price fluctuations, which could have a negative impact on our results. We strive to pass along such commodity price increases to customers to avoid profit margin erosion and utilize LEAD initiatives to further mitigate the impact of commodity raw material price fluctuations as improved efficiencies across all locations are achieved.erosion.
Item 8. Financial Statements and Supplementary Data
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All other schedules are omitted because they are not applicable, not required or because the required information is included in the consolidated financial statements or notes thereto.
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of Actuant Corporation:
In our opinion, the consolidated financial statements listed in the accompanying index present fairly, in all material respects, the financial position of Actuant Corporation and its subsidiaries at August 31, 20132016 and August 31, 2012,2015, and the results of their operations and their cash flows for each of the three years in the period ended August 31, 20132016 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the accompanying indexpresents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of August 31, 2013,2016, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company's management is responsible for these financial statements and financial statement schedule, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management's Report on Internal Control over Financial Reporting, appearing under Item 9a.Reporting. Our responsibility is to express opinions on these financial statements, on the financial statement schedule, and on the Company's internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
As discussed in Note 1 to the accompanying consolidated financial statements, the Company changed the manner in which it classifies deferred taxes in 2016.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
As described in “Management’s Report on Internal Control Over Financial Reporting,” management has excluded Viking SeaTech ("Viking"Larzep and Pipeline and Process Services (collectively “the Acquired Businesses”) from its assessment of internal control over financial reporting as of August 31, 20132016 because the business wasbusinesses were acquired by the Company in a purchase business combination on August 27, 2013.during fiscal 2016. We have also excluded Vikingthe Acquired Businesses from our audit of internal control over financial reporting. Viking is aThe Acquired Businesses are wholly-owned subsidiarysubsidiaries of the Company whose total assets and revenues represent approximately 13%7% and less than 1%2% respectively, of the related consolidated financial statement amounts as of and for the year ended August 31, 2013.2016.
/s/ PricewaterhouseCoopers LLP
Milwaukee, Wisconsin
October 25, 201326, 2016
ACTUANT CORPORATION
CONSOLIDATED STATEMENTS OF EARNINGSOPERATIONS
(in thousands, except per share amounts)
| | | | | Year Ended August 31, | | Year Ended August 31, |
| | | 2013 |
| 2012 |
| 2011 | | 2016 |
| 2015 |
| 2014 |
| Net sales | | $ | 1,279,742 |
| | $ | 1,276,521 |
| | $ | 1,159,310 |
| | $ | 1,149,410 |
| | $ | 1,249,254 |
| | $ | 1,399,862 |
|
| Cost of products sold | | 772,792 |
| | 765,061 |
| | 694,508 |
| | 746,013 |
| | 787,413 |
| | 852,990 |
|
| Gross profit | | 506,950 |
| | 511,460 |
| | 464,802 |
| | 403,397 |
| | 461,841 |
| | 546,872 |
|
| Selling, administrative and engineering expenses | | 293,866 |
| | 284,920 |
| | 270,392 |
| | 274,497 |
| | 299,601 |
| | 332,093 |
|
| Amortization of intangible assets | | 22,939 |
| | 22,026 |
| | 21,523 |
| | 22,943 |
| | 24,333 |
| | 25,166 |
|
| Operating profit | | 190,145 |
| | 204,514 |
| | 172,887 |
| |
| (Gain) loss on product line divestitures | | | 5,092 |
| | — |
| | (13,495 | ) |
| Restructuring charges | | | 14,571 |
| | — |
| | — |
|
| Impairment charges | | | 186,511 |
| | 84,353 |
| | — |
|
| Operating profit (loss) | | | (100,217 | ) | | 53,554 |
| | 203,108 |
|
| Financing costs, net | | 24,837 |
| | 29,561 |
| | 32,119 |
| | 28,768 |
| | 28,057 |
| | 25,045 |
|
| Debt refinancing costs | | — |
| | 16,830 |
| | — |
| |
| Other expense, net | | 2,359 |
| | 3,493 |
| | 2,747 |
| | 1,359 |
| | 106 |
| | 4,037 |
|
| Earnings from continuing operations before income tax | | 162,949 |
| | 154,630 |
| | 138,021 |
| |
| Income tax expense | | 15,372 |
| | 29,354 |
| | 27,833 |
| |
| Earnings from continuing operations | | 147,577 |
| | 125,276 |
| | 110,188 |
| |
| Earnings (loss) from discontinued operations, net of income taxes | | (117,529 | ) | | (37,986 | ) | | 1,371 |
| |
| Net earnings | | $ | 30,048 |
| | $ | 87,290 |
| | $ | 111,559 |
| |
| Earnings (loss) from continuing operations before income taxes | | | (130,344 | ) | | 25,391 |
| | 174,026 |
|
| Income tax (benefit) expense | | | (25,170 | ) | | 5,519 |
| | 32,573 |
|
| Earnings (loss) from continuing operations | | | (105,174 | ) | | 19,872 |
| | 141,453 |
|
| Earnings from discontinued operations, net of income taxes | | | — |
| | — |
| | 22,120 |
|
| Net earnings (loss) | | | $ | (105,174 | ) | | $ | 19,872 |
| | $ | 163,573 |
|
| | | | | | | | | | | | | |
| Earnings from continuing operations per share: | | | | | | | |
| Earnings (loss) from continuing operations per share: | | | | | | | |
| Basic | | $ | 2.02 |
| | $ | 1.79 |
| | $ | 1.61 |
| | $ | (1.78 | ) | | $ | 0.32 |
| | $ | 1.99 |
|
| Diluted | | $ | 1.98 |
| | $ | 1.68 |
| | $ | 1.49 |
| | $ | (1.78 | ) | | $ | 0.32 |
| | $ | 1.95 |
|
| | | | | | | | | | | | | |
| Earnings per share: | | | | | | | |
| Earnings (loss) per share: | | | | | | | |
| Basic | | $ | 0.41 |
| | $ | 1.25 |
| | $ | 1.63 |
| | $ | (1.78 | ) | | $ | 0.32 |
| | $ | 2.31 |
|
| Diluted | | $ | 0.40 |
| | $ | 1.17 |
| | $ | 1.50 |
| | $ | (1.78 | ) | | $ | 0.32 |
| | $ | 2.26 |
|
| | | | | | | | | | | | | |
| Weighted average common shares outstanding: | | | | | | | | | | | | |
| Basic | | 72,979 |
| | 70,099 |
| | 68,254 |
| | 59,010 |
| | 61,262 |
| | 70,942 |
|
| Diluted | | 74,580 |
| | 74,940 |
| | 75,305 |
| | 59,010 |
| | 62,055 |
| | 72,486 |
|
The accompanying notes are an integral part of these consolidated financial statements.
ACTUANT CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in thousands)
|
| | | | | | | | | | | | |
| | | August 31, |
| | | 2013 | | 2012 | | 2011 |
| Net earnings | | $ | 30,048 |
| | $ | 87,290 |
| | $ | 111,559 |
|
| Other comprehensive income (loss), net of tax | | | | | | |
| Foreign currency translation adjustments | | (2,918 | ) | | (48,571 | ) | | 46,307 |
|
| Pension and other postretirement benefit plans | | | | | | |
| Funded status adjustment | | 3,442 |
| | (6,358 | ) | | 2,766 |
|
| Reclassification adjustment for losses included in net earnings | | 125 |
| | — |
| | 2,988 |
|
| Amortization of actuarial losses included in net periodic pension cost | | 360 |
| | 183 |
| | 187 |
|
| | | 3,927 |
| | (6,175 | ) | | 5,941 |
|
| Cash flow hedges | | | | | | |
| Unrealized net loss arising during period | | (140 | ) | | (80 | ) | | (2,822 | ) |
| Reclassification adjustment for loss (gain) included in net earnings | | (57 | ) | | 3,033 |
| | — |
|
| | | (197 | ) | | 2,953 |
| | (2,822 | ) |
| Total other comprehensive income (loss), net of tax | | 812 |
| | (51,793 | ) | | 49,426 |
|
| Comprehensive income | | $ | 30,860 |
| | $ | 35,497 |
| | $ | 160,985 |
|
|
| | | | | | | | | | | | |
| | | Year Ended August 31, |
| | | 2016 | | 2015 | | 2014 |
| Net earnings (loss) | | $ | (105,174 | ) | | $ | 19,872 |
| | $ | 163,573 |
|
| Other comprehensive income (loss), net of tax | | | | | | |
| Foreign currency translation adjustments | | (32,203 | ) | | (143,703 | ) | | 3,344 |
|
| Pension and other postretirement benefit plans | | (6,003 | ) | | (1,506 | ) | | (3,159 | ) |
| Cash flow hedges | | 23 |
| | (23 | ) | | 67 |
|
| Total other comprehensive income (loss), net of tax | | (38,183 | ) | | (145,232 | ) | | 252 |
|
| Comprehensive income (loss) | | $ | (143,357 | ) | | $ | (125,360 | ) | | $ | 163,825 |
|
The accompanying notes are an integral part of these consolidated financial statements.
ACTUANT CORPORATION
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share amounts)
|
| | | | | | | | |
| | | August 31, |
| | | 2016 | | 2015 |
| A S S E T S | | | | |
| Current assets | | | | |
| Cash and cash equivalents | | $ | 179,604 |
| | $ | 168,846 |
|
| Accounts receivable, net | | 186,829 |
| | 193,081 |
|
| Inventories, net | | 130,756 |
| | 142,752 |
|
| Deferred income taxes | | — |
| | 12,922 |
|
| Other current assets | | 45,463 |
| | 42,788 |
|
| Total current assets | | 542,652 |
| | 560,389 |
|
| Property, plant and equipment | | | | |
| Land, buildings, and improvements | | 41,504 |
| | 48,515 |
|
| Machinery and equipment | | 268,362 |
| | 269,983 |
|
| Gross property, plant and equipment | | 309,866 |
| | 318,498 |
|
| Less: Accumulated depreciation | | (195,851 | ) | | (176,040 | ) |
| Property, plant and equipment, net | | 114,015 |
| | 142,458 |
|
| Goodwill | | 519,276 |
| | 608,256 |
|
| Other intangibles, net | | 239,475 |
| | 308,762 |
|
| Other long-term assets | | 27,120 |
| | 17,052 |
|
| Total assets | | $ | 1,442,538 |
| | $ | 1,636,917 |
|
| | | | | |
| | | | | |
| L I A B I L I T I E S A N D S H A R E H O L D E R S’ E Q U I T Y | | | | |
| Current liabilities | | | | |
| Trade accounts payable | | $ | 115,051 |
| | $ | 118,115 |
|
| Accrued compensation and benefits | | 46,901 |
| | 43,707 |
|
| Current maturities of debt and short-term borrowings | | 18,750 |
| | 3,969 |
|
| Income taxes payable | | 9,254 |
| | 14,805 |
|
| Other current liabilities | | 51,956 |
| | 54,460 |
|
| Total current liabilities | | 241,912 |
| | 235,056 |
|
| Long-term debt | | 565,559 |
| | 584,309 |
|
| Deferred income taxes | | 31,356 |
| | 72,941 |
|
| Pension and postretirement benefit liabilities | | 25,667 |
| | 17,828 |
|
| Other long-term liabilities | | 57,094 |
| | 53,782 |
|
| Total liabilities | | 921,588 |
| | 963,916 |
|
| Shareholders’ equity | | | | |
| Class A common stock, $0.20 par value per share, authorized 168,000,000 shares, issued 79,393,393 and 78,932,533 shares, respectively | | 15,879 |
| | 15,787 |
|
| Additional paid-in capital | | 114,980 |
| | 104,308 |
|
| Treasury stock, at cost, 20,439,434 shares and 19,726,479 shares, respectively | | (617,731 | ) | | (600,630 | ) |
| Retained earnings | | 1,259,645 |
| | 1,367,176 |
|
| Accumulated other comprehensive loss | | (251,823 | ) | | (213,640 | ) |
| Stock held in trust | | (2,646 | ) | | (4,292 | ) |
| Deferred compensation liability | | 2,646 |
| | 4,292 |
|
| Total shareholders’ equity | | 520,950 |
| | 673,001 |
|
| Total liabilities and shareholders’ equity | | $ | 1,442,538 |
| | $ | 1,636,917 |
|
|
| | | | | | | | |
| | | August 31, |
| | | 2013 | | 2012 |
| A S S E T S | | | | |
| Current assets | | | | |
| Cash and cash equivalents | | $ | 103,986 |
| | $ | 68,184 |
|
| Accounts receivable, net | | 219,075 |
| | 234,756 |
|
| Inventories, net | | 142,549 |
| | 211,690 |
|
| Deferred income taxes | | 18,796 |
| | 22,583 |
|
| Prepaid expenses and other current assets | | 28,228 |
| | 24,068 |
|
| Assets of discontinued operations | | 272,606 |
| | — |
|
| Total current assets | | 785,240 |
| | 561,281 |
|
| Property, plant and equipment | | | | |
| Land, buildings, and improvements | | 52,669 |
| | 49,866 |
|
| Machinery and equipment | | 305,200 |
| | 242,718 |
|
| Gross property, plant and equipment | | 357,869 |
| | 292,584 |
|
| Less: Accumulated depreciation | | (156,373 | ) | | (176,700 | ) |
| Property, plant and equipment, net | | 201,496 |
| | 115,884 |
|
| Goodwill | | 734,952 |
| | 866,412 |
|
| Other intangibles, net | | 376,692 |
| | 445,884 |
|
| Other long-term assets | | 20,952 |
| | 17,658 |
|
| Total assets | | $ | 2,119,332 |
| | $ | 2,007,119 |
|
| L I A B I L I T I E S A N D S H A R E H O L D E R S’ E Q U I T Y | | | | |
| Current liabilities | | | | |
| Trade accounts payable | | $ | 154,049 |
| | $ | 174,746 |
|
| Accrued compensation and benefits | | 43,800 |
| | 58,817 |
|
| Current maturities of debt | | — |
| | 7,500 |
|
| Income taxes payable | | 14,014 |
| | 5,778 |
|
| Other current liabilities | | 56,899 |
| | 72,165 |
|
| Liabilities of discontinued operations | | 53,080 |
| | — |
|
| Total current liabilities | | 321,842 |
| | 319,006 |
|
| Long-term debt | | 515,000 |
| | 390,000 |
|
| Deferred income taxes | | 115,865 |
| | 132,653 |
|
| Pension and postretirement benefit liabilities | | 20,698 |
| | 26,442 |
|
| Other long-term liabilities | | 65,660 |
| | 87,182 |
|
| Shareholders’ equity | | | | |
| Class A common stock, $0.20 par value per share, authorized 168,000,000 shares, issued 77,001,144 and 75,519,079 shares, respectively | | 15,399 |
| | 15,102 |
|
| Additional paid-in capital | | 49,758 |
| | 7,725 |
|
| Treasury stock, at cost, 3,983,513 shares and 2,658,751 shares, respectively | | (104,915 | ) | | (63,083 | ) |
| Retained earnings | | 1,188,685 |
| | 1,161,564 |
|
| Accumulated other comprehensive loss | | (68,660 | ) | | (69,472 | ) |
| Stock held in trust | | (3,124 | ) | | (2,689 | ) |
| Deferred compensation liability | | 3,124 |
| | 2,689 |
|
| Total shareholders’ equity | | 1,080,267 |
| | 1,051,836 |
|
| Total liabilities and shareholders’ equity | | $ | 2,119,332 |
| | $ | 2,007,119 |
|
The accompanying notes are an integral part of these consolidated financial statements.
ACTUANT CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
| | | | | Year Ended August 31, | | Year Ended August 31, |
| | | 2013 | | 2012 | | 2011 | | 2016 | | 2015 | | 2014 |
| Operating activities | | | | | | | |
| Net earnings | | $ | 30,048 |
| | $ | 87,290 |
| | $ | 111,559 |
| |
| Adjustments to reconcile net earnings to cash provided by operating activities: | | | | | | | |
| Operating Activities | | | | | | | |
| Net earnings (loss) | | | $ | (105,174 | ) | | $ | 19,872 |
| | $ | 163,573 |
|
| Adjustments to reconcile net earnings (loss) to net cash provided by operating activities: | | | | | | | |
| Non-cash items: | | | | | | | | | | | | |
| Impairment charges, net of tax benefits | | | 169,056 |
| | 82,635 |
| | — |
|
| Depreciation and amortization | | 53,902 |
| | 54,263 |
| | 52,996 |
| | 47,777 |
| | 53,239 |
| | 60,635 |
|
| Net loss on disposal of business | | — |
| | — |
| | 11,695 |
| |
| Stock-based compensation expense | | 13,440 |
| | 13,346 |
| | 10,758 |
| | 10,442 |
| | 12,046 |
| | 17,115 |
|
| Gain on disposal of businesses, net of tax benefits | | | (1,557 | ) | | — |
| | (29,152 | ) |
| Provision (benefit) for deferred income taxes | | (44,265 | ) | | (10,524 | ) | | 6,480 |
| | (17,403 | ) | | (12,221 | ) | | 40 |
|
| Amortization of debt discount and debt issuance costs | | 1,940 |
| | 1,990 |
| | 2,904 |
| |
| Impairment charges | | 158,817 |
| | 62,464 |
| | — |
| |
| Non-cash debt refinancing costs | | — |
| | 2,254 |
| | — |
| |
| Amortization of debt issuance costs | | | 1,652 |
| | 1,897 |
| | 1,829 |
|
| Other non-cash adjustments | | 328 |
| | — |
| | (46 | ) | | (517 | ) | | 805 |
| | (168 | ) |
| Changes in components of working capital and other: | | | | | | | |
|
| |
|
| |
|
|
| Accounts receivable | | (10,925 | ) | | (12,310 | ) | | (2,564 | ) | | 20,261 |
| | 12,827 |
| | 1,336 |
|
| Inventories | | 13,714 |
| | 11,532 |
| | (29,909 | ) | | 10,202 |
| | 6,608 |
| | (21,915 | ) |
| Trade accounts payable | | | (7,727 | ) | | (19,801 | ) | | (19,832 | ) |
| Prepaid expenses and other assets | | (4,603 | ) | | (2,164 | ) | | 5,876 |
| | (3,291 | ) | | (8,761 | ) | | 4,276 |
|
| Trade accounts payable | | (9,279 | ) | | 5,902 |
| | 7,158 |
| |
| Income taxes payable | | 594 |
| | (17,903 | ) | | 4,155 |
| |
| Income taxes payable/receivable | | | (7,916 | ) | | (11,629 | ) | | (46,133 | ) |
| Accrued compensation and benefits | | (14,256 | ) | | (6,292 | ) | | 12,178 |
| | 3,912 |
| | (6,478 | ) | | 12,725 |
|
| Other accrued liabilities | | 4,334 |
| | (7,519 | ) | | (21,674 | ) | | (2,020 | ) | | 395 |
| | (18,149 | ) |
| Cash provided by operating activities | | 193,789 |
| | 182,329 |
| | 171,566 |
| | 117,697 |
| | 131,434 |
| | 126,180 |
|
| Investing activities | | | | | | | |
| | | | | | | | |
| Investing Activities | | | | | | | |
| Capital expenditures | | | (20,209 | ) | | (22,516 | ) | | (41,857 | ) |
| Proceeds from sale of property, plant and equipment | | 1,621 |
| | 8,501 |
| | 1,779 |
| | 9,296 |
| | 1,244 |
| | 44,274 |
|
| Proceeds from sale of business | | 4,854 |
| | — |
| | 3,463 |
| |
| Capital expenditures | | (23,668 | ) | | (22,740 | ) | | (23,096 | ) | |
| Business acquisitions, net of cash acquired | | (235,489 | ) | | (69,309 | ) | | (313,106 | ) | | (81,916 | ) | | — |
| | (30,500 | ) |
| Cash used in investing activities | | (252,682 | ) | | (83,548 | ) | | (330,960 | ) | |
| Financing activities | | | | | | | |
| Net borrowings (repayments) on revolver | | 125,000 |
| | (58,167 | ) | | 58,204 |
| |
| Principal repayments on term loans | | (7,500 | ) | | (2,500 | ) | | — |
| |
| Proceeds from issuance of term loans | | — |
| | — |
| | 100,000 |
| |
| Repurchases of 2% Convertible Notes | | — |
| | (102 | ) | | (34 | ) | |
| Proceeds from issuance of 5.625% Senior Notes | | — |
| | 300,000 |
| | — |
| |
| Redemption of 6.875% Senior Notes | | — |
| | (250,000 | ) | | — |
| |
| Payment of deferred acquisition consideration | | (5,378 | ) | | (958 | ) | | (350 | ) | |
| Proceeds from sale of businesses, net of transaction costs | | | 9,695 |
| | — |
| | 289,590 |
|
| Cash provided by (used in) investing activities | | | (83,134 | ) | | (21,272 | ) | | 261,507 |
|
| | | | | | | | |
| Financing Activities | | | | | | | |
| Net borrowings (repayments) on revolving credit facility | | | (210 | ) | | 220 |
| | (125,000 | ) |
| Principal repayments on term loan | | | (3,750 | ) | | (3,375 | ) | | — |
|
| Proceeds from term loan | | | — |
| | 213,375 |
| | — |
|
| Redemption of 5.625% Senior Notes | | | — |
| | (11,941 | ) | | — |
|
| Purchase of treasury shares | | | (17,101 | ) | | (212,003 | ) | | (283,712 | ) |
| Payment of contingent acquisition consideration | | | — |
| | — |
| | (1,585 | ) |
| Debt issuance costs | | (2,035 | ) | | (5,490 | ) | | (5,197 | ) | | — |
| | (2,025 | ) | | — |
|
| Purchase of treasury shares | | (41,832 | ) | | (63,083 | ) | | — |
| |
| Taxes paid related to the net share settlement of equity awards | | | (1,409 | ) | | (2,466 | ) | | (946 | ) |
| Stock option exercises, related tax benefits and other | | 33,261 |
| | 10,913 |
| | 8,235 |
| | 6,416 |
| | 5,396 |
| | 32,224 |
|
| Cash dividend | | (2,911 | ) | | (2,748 | ) | | (2,716 | ) | | (2,376 | ) | | (2,598 | ) | | (2,919 | ) |
| Cash provided by (used in) financing activities | | 98,605 |
| | (72,135 | ) | | 158,142 |
| |
| Cash used in financing activities | | | (18,430 | ) | | (15,417 | ) | | (381,938 | ) |
| Effect of exchange rate changes on cash | | (3,910 | ) | | (2,683 | ) | | 5,251 |
| | (5,375 | ) | | (34,911 | ) | | (723 | ) |
| Net increase in cash and cash equivalents | | 35,802 |
| | 23,963 |
| | 3,999 |
| | 10,758 |
| | 59,834 |
| | 5,026 |
|
| Cash and cash equivalents—beginning of year | | 68,184 |
| | 44,221 |
| | 40,222 |
| |
| Cash and cash equivalents—end of year | | $ | 103,986 |
| | $ | 68,184 |
| | $ | 44,221 |
| |
| Cash and cash equivalents - beginning of period | | | 168,846 |
| | 109,012 |
| | 103,986 |
|
| Cash and cash equivalents - end of period | | | $ | 179,604 |
| | $ | 168,846 |
| | $ | 109,012 |
|
The accompanying notes are an integral part of these consolidated financial statements.
ACTUANT CORPORATION
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(in thousands)
| | | | | Common Stock | | Additional Paid-in Capital | | Treasury Stock | | Retained Earnings | | Accumulated Other Comprehensive Income (Loss) | | Stock Held in Trust | | Deferred Compensation Liability | | Total Shareholders’ Equity | | Common Stock | | Additional Paid-in Capital | | Treasury Stock | | Retained Earnings | | Accumulated Other Comprehensive Loss | | Stock Held in Trust | | Deferred Compensation Liability | | Total Shareholders’ Equity |
| | | Issued Shares | | Amount | | | Issued Shares | | Amount | |
| Balance at August 31, 2010 | | 68,056 |
| | $ | 13,610 |
| | $ | (175,157 | ) | | $ | — |
| | $ | 968,373 |
| | $ | (67,105 | ) | | $ | (1,934 | ) | | $ | 1,934 |
| | $ | 739,721 |
| |
| Balance at August 31, 2013 | | | 77,001 |
| | $ | 15,399 |
| | $ | 49,758 |
| | $ | (104,915 | ) | | $ | 1,188,685 |
| | $ | (68,660 | ) | | $ | (3,124 | ) | | $ | 3,124 |
| | $ | 1,080,267 |
|
| Net earnings | | — |
| | — |
| | — |
| | — |
| | 111,559 |
| | — |
| | — |
| | — |
| | 111,559 |
| | — |
| | — |
| | — |
| | — |
| | 163,573 |
| | — |
| | — |
| | — |
| | 163,573 |
|
| Other comprehensive income, net of tax | | — |
| | — |
| | — |
| | — |
| | — |
| | 49,426 |
| | — |
| | — |
| | 49,426 |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 252 |
| | — |
| | — |
| | 252 |
|
| Company stock contribution to employee benefit plans and other | | 138 |
| | 29 |
| | 3,050 |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 3,079 |
| |
| Restricted stock awards | | (31 | ) | | (7 | ) | | 7 |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| |
| Cash dividend ($0.04 per share) | | — |
| | — |
| | — |
| | — |
| | (2,740 | ) | | — |
| | — |
| | — |
| | (2,740 | ) | |
| Stock based compensation expense | | — |
| | — |
| | 11,036 |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 11,036 |
| |
| Stock option exercises | | 484 |
| | 97 |
| | 4,227 |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 4,324 |
| |
| Excess tax benefit on stock option exercises | | — |
| | — |
| | 2,364 |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 2,364 |
| |
| Stock issued to, acquired for and distributed from rabbi trust | | 10 |
| | 2 |
| | 242 |
| | — |
| | — |
| | — |
| | (203 | ) | | 203 |
| | 244 |
| |
| Balance at August 31, 2011 | | 68,657 |
| | 13,731 |
| | (154,231 | ) | | — |
| | 1,077,192 |
| | (17,679 | ) | | (2,137 | ) | | 2,137 |
| | 919,013 |
| |
| Net earnings | | — |
| | — |
| | — |
| | — |
| | 87,290 |
| | — |
| | — |
| | — |
| | 87,290 |
| |
| Other comprehensive income, net of tax | | — |
| | — |
| | — |
| | — |
| | — |
| | (51,793 | ) | | — |
| | — |
| | (51,793 | ) | |
| Company stock contribution to employee benefit plans and other | | 277 |
| | 55 |
| | 5,530 |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 5,585 |
| |
| Conversion of 2% Convertible Notes | | 5,962 |
| | 1,192 |
| | 133,757 |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 134,949 |
| |
| Stock contribution to employee benefit plans and other | | | 16 |
| | 3 |
| | 550 |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 553 |
|
| Restricted stock awards | | 17 |
| | 3 |
| | (3 | ) | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 389 |
| | 78 |
| | (78 | ) | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
|
| Cash dividend ($0.04 per share) | | — |
| | — |
| | — |
| | — |
| | (2,918 | ) | | — |
| | — |
| | — |
| | (2,918 | ) | | — |
| | — |
| | — |
| | — |
| | (2,656 | ) | | — |
| | — |
| | — |
| | (2,656 | ) |
| Treasury stock repurchases | | — |
| | — |
| | — |
| | (63,083 | ) | | — |
| | — |
| | — |
| | — |
| | (63,083 | ) | | — |
| | — |
| | — |
| | (283,712 | ) | | — |
| | — |
| | — |
| | — |
| | (283,712 | ) |
| Stock based compensation expense | | — |
| | — |
| | 13,346 |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 13,346 |
| | — |
| | — |
| | 17,115 |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 17,115 |
|
| Stock option exercises | | 580 |
| | 116 |
| | 6,434 |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 6,550 |
| | 1,065 |
| | 213 |
| | 22,210 |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 22,423 |
|
| Excess tax benefit on stock option exercises | | — |
| | — |
| | 2,349 |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 2,349 |
| |
| Tax effect of stock option exercises and restricted stock vesting | | | — |
| | — |
| | 3,509 |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 3,509 |
|
| Stock issued to, acquired for and distributed from rabbi trust | | 26 |
| | 5 |
| | 543 |
| | — |
| | — |
| | — |
| | (552 | ) | | 552 |
| | 548 |
| | 10 |
| | 2 |
| | 385 |
| | — |
| | — |
| | — |
| | (959 | ) | | 959 |
| | 387 |
|
| Balance at August 31, 2012 | | 75,519 |
| | 15,102 |
| | 7,725 |
| | (63,083 | ) | | 1,161,564 |
| | (69,472 | ) | | (2,689 | ) | | 2,689 |
| | 1,051,836 |
| |
| Balance at August 31, 2014 | | | 78,481 |
| | 15,695 |
| | 93,449 |
| | (388,627 | ) | | 1,349,602 |
| | (68,408 | ) | | (4,083 | ) | | 4,083 |
| | 1,001,711 |
|
| Net earnings | | — |
| | — |
| | — |
| | — |
| | 30,048 |
| | — |
| | — |
| | — |
| | 30,048 |
| | — |
| | — |
| | — |
| | — |
| | 19,872 |
| | — |
| | — |
| | — |
| | 19,872 |
|
| Other comprehensive income, net of tax | | — |
| | — |
| | — |
| | — |
| | — |
| | 812 |
| | — |
| | — |
| | 812 |
| |
| Company stock contribution to employee benefit plans and other | | 21 |
| | 5 |
| | 592 |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 597 |
| |
| Other comprehensive loss, net of tax | | | — |
| | — |
| | — |
| | — |
| | — |
| | (145,232 | ) | | — |
| | — |
| | (145,232 | ) |
| Stock contribution to employee benefit plans and other | | | 12 |
| | 4 |
| | 459 |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 463 |
|
| Restricted stock awards | | 169 |
| | 34 |
| | (34 | ) | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 365 |
| | 73 |
| | (73 | ) | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
|
| Cash dividend ($0.04 per share) | | — |
| | — |
| | — |
| | — |
| | (2,927 | ) | | — |
| | — |
| | — |
| | (2,927 | ) | | — |
| | — |
| | — |
| | — |
| | (2,298 | ) | | — |
| | — |
| | — |
| | (2,298 | ) |
| Treasury stock repurchases | | — |
| | — |
| | — |
| | (41,832 | ) | | — |
| | — |
| | — |
| | — |
| | (41,832 | ) | | — |
| | — |
| | — |
| | (212,003 | ) | | — |
| | — |
| | — |
| | — |
| | (212,003 | ) |
| Stock based compensation expense | | — |
| | — |
| | 13,440 |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 13,440 |
| | — |
| | — |
| | 12,046 |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 12,046 |
|
| Stock option exercises | | 1,276 |
| | 255 |
| | 24,585 |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 24,840 |
| | 65 |
| | 13 |
| | 1,134 |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 1,147 |
|
| Excess tax benefit on stock option exercises | | — |
| | — |
| | 2,954 |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 2,954 |
| |
| Tax effect of stock option exercises and restricted stock vesting | | | — |
| | — |
| | (2,955 | ) | | — |
| | — |
| | — |
| | — |
| | — |
| | (2,955 | ) |
| Stock issued to, acquired for and distributed from rabbi trust | | 16 |
| | 3 |
| | 496 |
| | — |
| | — |
| | — |
| | (435 | ) | | 435 |
| | 499 |
| | 10 |
| | 2 |
| | 248 |
| | — |
| | — |
| | — |
| | (209 | ) | | 209 |
| | 250 |
|
| Balance at August 31, 2013 | | 77,001 |
| | $ | 15,399 |
| | $ | 49,758 |
| | $ | (104,915 | ) | | $ | 1,188,685 |
| | $ | (68,660 | ) | | $ | (3,124 | ) | | $ | 3,124 |
| | $ | 1,080,267 |
| |
| Balance at August 31, 2015 | | | 78,933 |
| | 15,787 |
| | 104,308 |
| | (600,630 | ) | | 1,367,176 |
| | (213,640 | ) | | (4,292 | ) | | 4,292 |
| | 673,001 |
|
| Net loss | | | — |
| | — |
| | — |
| | — |
| | (105,174 | ) | | — |
| | — |
| | — |
| | (105,174 | ) |
| Other comprehensive loss, net of tax | | | — |
| | — |
| | — |
| | — |
| | — |
| | (38,183 | ) | | — |
| | — |
| | (38,183 | ) |
| Stock contribution to employee benefit plans and other | | | 20 |
| | 4 |
| | 449 |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 453 |
|
| Restricted stock awards | | | 235 |
| | 47 |
| | (47 | ) | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
|
| Cash dividend ($0.04 per share) | | | — |
| | — |
| | — |
| | — |
| | (2,357 | ) | | — |
| | — |
| | — |
| | (2,357 | ) |
| Treasury stock repurchases | | | — |
| | — |
| | — |
| | (17,101 | ) | | — |
| | — |
| | — |
| | — |
| | (17,101 | ) |
| Stock based compensation expense | | | — |
| | — |
| | 10,442 |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 10,442 |
|
| Stock option exercises | | | 175 |
| | 35 |
| | 3,529 |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 3,564 |
|
| Tax effect of stock option exercises and restricted stock vesting | | | — |
| | — |
| | (3,943 | ) | | — |
| | — |
| | — |
| | — |
| | — |
| | (3,943 | ) |
| Stock issued to, acquired for and distributed from rabbi trust | | | 30 |
| | 6 |
| | 242 |
| | — |
| | — |
| | — |
| | 1,646 |
| | (1,646 | ) | | 248 |
|
| Balance at August 31, 2016 | | | 79,393 |
| | $ | 15,879 |
| | $ | 114,980 |
| | $ | (617,731 | ) | | $ | 1,259,645 |
| | $ | (251,823 | ) | | $ | (2,646 | ) | | $ | 2,646 |
| | $ | 520,950 |
|
The accompanying notes are an integral part of these consolidated financial statements.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Summary of Significant Accounting Policies
Nature of Operations: Actuant Corporation (“Actuant” or the “Company”) is a global manufacturer of a broad range of industrial products and systems, organized into three reportable segments. The Industrial segment is primarily involvedengaged in the design, manufacture and distribution of branded hydraulic and mechanical tools to the maintenance, industrial, infrastructure and production automation markets. The Energy segment provides joint integrity products and services, customized offshore vessel mooring solutions, as well as rope and cable solutions to the global oil & gas, power generationenergy and other energy markets. The Engineered Solutions segment provides highly engineered position and motion control systems to OEMs in various vehicle markets, as well as a variety of other products to the industrial and agriculturalagriculture markets.
Consolidation and Presentation: The consolidated financial statements include the accounts of the Company and its subsidiaries. Actuant consolidates companies insubsidiaries, all of which it owns or controls more than fifty percent of the voting shares.are wholly-owned. The results of companies acquired or disposed of during the fiscal year are included in the consolidated financial statements from the effective date of acquisition or until the date of divestiture. All intercompany balances, transactions and profits have been eliminated in consolidation. Certain prior year amounts have been reclassified to conform to current year presentation.
Cash Equivalents: The Company considers all highly liquid investments with original maturities of 90 days or less to be cash equivalents.
Inventories: Inventories are comprised of material, direct labor and manufacturing overhead, and are stated at the lower of cost or market. Inventory cost is determined using the last-in, first-out (“LIFO”) method for a portion of the U.S. owned inventory (approximately 21%(21.0% and 19%22.1% of total inventories in 2013both 2016 and 2012,2015, respectively). The first-in, first-out or average cost methods are used for all other inventories. If the LIFO method were not used, inventory balances would be higher than the amounts in the consolidated balance sheets by approximately $5.8$3.7 million and $6.6$5.6 million at August 31, 20132016 and 2012,2015, respectively.
The nature of the Company’s products is such that they generally have a very short production cycle. Consequently, the amount of work-in-process at any point in time is minimal. In addition, many parts or components are ultimately either sold individually or assembled with other parts making a distinction between raw materials and finished goods impractical to determine. Other locations maintain and manage their inventories using a job cost system where the distinction of categories of inventory by state of completion is also not available. As a result of these factors, it is neither practical nor cost effective to segregate the amounts of raw materials, work-in-process or finished goods inventories at the respective balance sheet dates, as segregation would only be possible as the result of physical inventories which are taken at dates different from the balance sheet dates.
Property, Plant and Equipment: Property, plant and equipment are stated at cost. Plant and equipment are depreciated on a straight-line basis over the estimated useful lives of the assets, ranging from ten to forty years for buildings and improvements and two to fifteen years for machinery and equipment. Equipment includes assets (marine mooring equipment and joint integrity tools) which are rented to customers of our Energy segment businesses. Leasehold improvements are amortized over the life of the related asset or the term of the lease, whichever is shorter.
Impairment of Long-LivedGoodwill and Other Intangible Assets: Other intangible assets with definite lives, consisting primarily of purchased customer relationships, patents, trademarks and non-compete agreements, are amortized over periods from one to twenty-five years. Goodwill and other intangible assets with indefinite lives are not subject to amortization, but are subject to annual impairment testing.
The Company’s goodwill is tested for impairment annually, during the fourth quarter, or more frequently if events or changes in circumstances indicate that goodwill might be impaired. The Company evaluates whether eventsperforms impairment reviews for its reporting units using a fair value method based on management’s judgments and circumstances have occurred that indicateassumptions. In estimating the remainingfair value, the Company utilizes a discounted cash flow model, which is dependent on a number of assumptions including estimated useful lifefuture revenues and expenses, weighted average cost of long-livedcapital, capital expenditures and finite-livedother variables. The estimated fair value of the reporting unit is compared to the carrying amount of the reporting unit, including goodwill. If the carrying value of the reporting unit exceeds its fair value, the goodwill is potentially impaired and the Company then determines the implied fair value of goodwill, which is compared to the carrying value to determine if impairment exists. Indefinite lived intangible assets may warrant revisionare also subject to an annual impairment test. On an annual basis, or more frequently if events or changes in circumstances indicate that the remaining balance of the asset may notmight be recoverable. The measurement of possible impairment is generally estimated by the ability to recover the balance of assets from expected future operating cash flows on an undiscounted basis. If impairment is determined to exist, any related impairment loss is calculated based onimpaired, the fair value of the asset. See Note 3, “Discontinued Operations” for details on long-lived assetindefinite lived intangible assets are evaluated by the Company to determine if an impairment charges recognizedcharge is required. A considerable amount of management judgment is required in fiscal 2012performing the impairment tests, principally in determining the fair value of each reporting unit and 2013.the indefinite lived intangible assets.
ACTUANT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Product Warranty Costs: The Company generally offers its customers a warranty on products sold, although warranty periods may vary by product type and application. During fiscal 2012 the warranty reserve was reduced by $7.7 million, the result of a purchase accounting adjustment to Mastervolt's initial estimated warranty reserve. The reserve for future warranty claims is based on historical claim rates and current warranty cost experience. The following is a reconciliationrollforward of the changes in product warranty reserves for fiscal years 20132016 and 20122015 (in thousands):
ACTUANT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
|
| | | | | | | | | | |
| | | | 2013 | | 2012 | |
| | Beginning balance | | $ | 12,869 |
| | $ | 23,707 |
| |
| | Warranty reserves of acquired businesses | | 981 |
| | 338 |
| |
| | Purchase accounting adjustments | | — |
| | (7,726 | ) | |
| | Provision for warranties | | 7,907 |
| | 9,219 |
| |
| | Warranty payments and costs incurred | | (11,616 | ) | | (10,893 | ) | |
| | Discontinued operations reclassification | | (3,107 | ) | | — |
| |
| | Impact of changes in foreign currency rates | | 379 |
| | (1,776 | ) | |
| | Ending balance | | $ | 7,413 |
| | $ | 12,869 |
| |
|
| | | | | | | | |
| | | 2016 | | 2015 |
| Beginning balance | | $ | 3,719 |
| | $ | 4,056 |
|
| Warranty reserve of acquired businesses | | 3 |
| | — |
|
| Provision for warranties | | 5,985 |
| | 4,929 |
|
| Warranty payments and costs incurred | | (4,058 | ) | | (5,009 | ) |
| Impact of changes in foreign currency rates | | (57 | ) | | (257 | ) |
| Ending balance | | $ | 5,592 |
| | $ | 3,719 |
|
Revenue Recognition: The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred, the sales price is fixed or determinable and collectibilitycollectability of the sales price is reasonably assured. For product sales, delivery does not occur until the passage of title and risk of loss have transferred to the customer (generally when products are shipped). Revenue from services isand rental contracts are recognized when the services are provided or ratably over the contract term. Unearned revenue related to long-term customer contracts was $7.7 million and $8.3 million at August 31, 2016 and 2015, respectively. Customer sales are recorded net of allowances for returns and discounts, which are recognized as a deduction from sales at the time of sale. The Company commits to one-time or on-going trade discounts and promotions with customers that require the Company to estimate and accrue the ultimate costs of such programs. The Company maintains an accrual at the end of each period for the earned, but unpaid costs related to the programs. The Company generally does not require collateral or other security for receivables and provides for an allowance for doubtful accounts based on historical experience and a review of its existing receivables. Accounts Receivablereceivable are stated net of an allowance for doubtful accounts of $3.7$7.8 million and $4.4$4.0 million at August 31, 20132016 and 2012,2015, respectively.
Shipping and Handling Costs: The Company records costs associated with shipping its products in cost of products sold.
Restructuring: The Company has committed to various restructuring initiatives including workforce reductions, plant consolidations to reduce manufacturing overhead, satellite office closures, the continued movement of production and product sourcing to low cost alternatives and the centralization and standardization of certain administrative functions. Total restructuring charges for these activities were $14.6 million in fiscal 2016 and impacted all segments. Liabilities for severance will be paid during the next twelve months, while future lease payments related to facilities vacated as a result of restructuring will be paid over the underlying remaining lease terms.
The following is a rollforward of fiscal 2016 restructuring activities, by segment, (in thousands):
|
| | | | | | | | | | | | | | | | | | | | |
| | | Industrial | | Energy | | Engineered Solutions | | Corporate | | Total |
| Balance as of August 31, 2015 | | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
|
| Restructuring charges | | 3,158 |
| | 5,544 |
| | 5,411 |
| | 458 |
| | 14,571 |
|
| Cash payments | | (1,772 | ) | | (2,345 | ) | | (3,199 | ) | | (203 | ) | | (7,519 | ) |
| Non-cash uses of reserve | | (54 | ) | | (166 | ) | | (364 | ) | | (209 | ) | | (793 | ) |
| Impact of changes in foreign currency rates | | 11 |
| | (12 | ) | | 15 |
| | — |
| | 14 |
|
| Balance as of August 31, 2016 | | $ | 1,343 |
| | $ | 3,021 |
| | $ | 1,863 |
| | $ | 46 |
| | $ | 6,273 |
|
Research and Development Costs: Research and development costs consist primarily of an allocation of overall engineering and development resources and are expensed as incurred. Such costs incurred in the development of new products or significant improvements to existing products were $21.0$18.3 million,, $17.1 $17.7 million and $12.5$20.0 million in fiscal 2013, 20122016, 2015 and 2011,2014, respectively. The Company also incurs significant costs in connection with fulfilling custom orders and developing unique solutions for unique customer needs which are not included in these research and development expense totals.
Other Income/Expense: Other income and expense primarily consists of net foreign exchange transaction losses of $2.7$1.3 million,, $3.9 $0.1 million and $3.3$4.2 million in fiscal 2013, 20122016, 2015 and 2011,2014, respectively.
Financing Costs: Financing costs represent interest expense, financing fees and amortization of debt issuance costs, net of interest income. Interest income was $1.7 million, $1.9 million and $1.0 million for fiscal 2016, 2015 and 2014, respectively.
ACTUANT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Income Taxes: The provision for income taxes includes federal, state, local and non-U.S. taxes on income. Tax credits, primarily for non-U.S. earnings, are recognized as a reduction of the provision for income taxes in the year in which they are available for U.S. tax purposes. Deferred taxes are provided on temporary differences between assets and liabilities for financial and tax reporting purposes as measured by enacted tax rates expected to apply when temporary differences are settled or realized. Future tax benefits are recognized to the extent that realization of those benefits is considered to be more likely than not. A valuation allowance is established for deferred tax assets for which realization is not more likely than not of being realized. The Company has not provided for any residual U.S. income taxes on unremitted earnings of non-U.S. subsidiaries as such earnings are intended to be indefinitely reinvested. The Company recognizes interest and penalties related to unrecognized tax benefits in income tax expense.
Foreign Currency Translation: The financial statements of the Company’s foreign operations are translated into U.S. dollars using the exchange rate at each balance sheet date for assets and liabilities and an appropriate weighted average exchange rate for each applicable period for revenues and expenses. Translation adjustments are reflected in the consolidated balance sheets and consolidated statements of shareholders' equity caption “Accumulated Other Comprehensive Loss.”
Prior Period Correction: The Company recorded a $10.6 million adjustment in the fourth quarter of fiscal 2013 to properly state deferred income tax balances associated with its equity compensation programs. This adjustment, which resulted in a reduction to both long-term deferred income tax liabilities and income tax expense, was the result of the accumulation of immaterial errors over multiple prior periods. The correction is not material to current or previously issued financial statements.
ACTUANT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Use of Estimates: The Company has recorded reserves or allowances for customer rebates, returns and discounts, doubtful accounts, inventory, incurred but not reported medical claims, environmental matters, warranty claims, workers compensation claims, product and non-product litigation and incentive compensation. These reserves require the use of estimates and judgment. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. The Company believes that such estimates are made with consistent and appropriate assumptions. Actual results may differ from these estimates under different assumptionsestimates.
New Accounting Pronouncements
In November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes, which amends the existing guidance to require presentation of deferred tax assets and liabilities as non-current within a classified statement of financial position. This guidance was adopted, on a prospective basis, at September 1, 2015. Prior periods were not retrospectively adjusted.
In April 2015, the FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs, which includes amendments that require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. Under the new rule, the recognition and measurement of debt issuance costs is not affected. This guidance is effective for fiscal years beginning on or conditions.after December 15, 2015. The adoption of this standard in fiscal 2017 is not expected to have a material impact on the financial statements of the Company.
In September 2015, the FASB issued ASU 2015-16, Simplifying the Accounting for Measurement-Period Adjustments, which eliminates the requirement to retrospectively account for changes to provisional amounts initially recorded in a business acquisition opening balance sheet. This standard is effective for fiscal years beginning after December 15, 2015 (fiscal 2017 for the Company), including interim periods within fiscal years. The adoption of this standard is not expected to have a material impact on the financial statements of the Company.
In March 2016, the FASB issued ASU 2016-09, "Stock Compensation: Improvements to Employee Share-Based Payment Accounting," which will simplify several aspects of accounting for share-based payment transactions. The guidance will require, among other items, that all excess tax deficiencies or benefits be recorded as income tax expense or benefit in the statement of earnings, and not in additional paid-in capital (shareholder's equity). This guidance is effective for fiscal years beginning after December 15, 2016 (fiscal 2018 for the Company), and interim periods within those annual periods. The Company is currently evaluating the impact of adopting this standard.
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers. Under ASU 2014-09 and subsequent updates included in ASU 2016-10 and ASU 2016-12, an entity will recognize revenue when it transfers promised goods or services to customers in an amount that reflects what it expects in exchange for the goods or services. It also requires more detailed disclosures to enable users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. This guidance is effective for fiscal years beginning on or after December 15, 2017 (fiscal 2019 for the Company). The Company is currently evaluating the impact of adopting this standard.
In February 2016, the FASB issued ASU 2016-02, Leases which requires recognizing all lease transactions (with terms in excess of 12 months) on the balance sheet as a lease liability and a right-of-use asset. This new rule is effective for fiscal years beginning after December 15, 2018 (fiscal 2020 of the Company), including interim periods within those fiscal years. Upon
ACTUANT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
adoption, the lessee will apply the new standard retrospectively to all periods presented or retrospectively using a cumulative effect adjustment in the year of adoption. The Company is currently evaluating the impact of adopting this standard.
In August 2016, the FASB issued ASU 2016‑15, Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments, to address how certain cash receipts and cash payments are presented and classified in the statement of cash flows. This update addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice. This guidance is effective for fiscal years beginning after December 15, 2017 (fiscal 2019 of the Company), including interim periods within those fiscal years. This update will require adoption on a retrospective basis unless it is impracticable to apply. The Company is currently evaluating the impact of adopting this standard.
Note 2. Acquisitions
The Company completed severalthree business acquisitions during the last three years. All of theThese acquisitions resulted in the recognition of goodwill in the Company’s consolidated financial statements because the purchase prices reflectreflected the future earnings and cash flow potential of these companies, as well as the complementary strategic fit and resulting synergies these businesses bring to existing operations. The Company incurred acquisition transaction costs of $3.7$2.7 million,, $1.4 $0.1 million and $1.9$0.5 million in fiscal 2013, 20122016, 2015 and 2011,2014, respectively related to various business acquisition activities.(included in selling, administrative and engineering expenses in the consolidated statement of operations).
The Company makes an initial allocation of the purchase price, at the date of acquisition, based upon its understanding of the fair value of the acquired assets and assumed liabilities. The Company obtains this information during due diligence and through other sources. If additional information is obtained about these assets and liabilities within the measurement period (not to exceed one year from the date of acquisition), through asset appraisals and learning more about the newly acquired business, the Company will refine its estimates of fair value and adjust the purchase price allocation. During fiscal 2013, goodwill related to prior year acquisitions increased by less than $0.1 million, the net result of purchase accounting adjustments to the fair value of acquired assets and assumed liabilities.
Fiscal 20132016 Acquisitions:
The Company acquired Viking SeaTech (“Viking”the stock of Larzep, S.A. ("Larzep") on February 17, 2016 for $235.4a purchase price of $15.9 million, on August 27, 2013. Viking expands the Energy segment's geographic presence, technologies net of cash acquired. This Industrial segment tuck-in acquisition is headquartered in Mallabia, Spain and services provided to the global energy market. Headquartered in Aberdeen, Scotland, Viking is a support specialist providing a comprehensive rangesupplier of equipmenthydraulic tools and services to the offshore oil & gas industry. Viking serves customers globally with primary markets in the North Sea (U.K. and Norway) and Australia.solutions. The majority of Viking's revenue is derived from offshore vessel mooring solutions which include design, rental, installation and inspection. Viking also provides survey, manpower and other marine services to offshore operators, drillers and energy asset owners. Thepreliminary purchase price allocation for this acquisition resulted in the recognition of $87.7$9.7 million of goodwill (which is not deductible for tax purposes) and $65.4$4.8 million of intangible assets, including $40.5$3.6 million of customer relationships and $24.9$1.2 million of tradenames.
The Company also acquired the assets of the Middle East, Caspian and the North African business of FourQuest Energy Inc. ("Pipeline and Process Services") for $65.5 million on March 30, 2016. This Hydratight tuck-in acquisition was funded with existing cash and expands the geographic presence and service offerings of the Energy segment, including pipeline pre-commissioning, engineering, chemical cleaning and leak testing. The preliminary purchase price resulted in $36.2 million of goodwill (which is not deductible for tax purposes) and $8.7 million of intangible assets, including $8.0 million of customer relationships and $0.7 million of non-compete agreements.
Total sales in fiscal 2016 for these two acquired business were $19.1 million. The following table summarizes the estimated fair valuesvalue of the assets acquired and the liabilities assumed, at the date of the Viking acquisition, for these businesses (in thousands):
|
| | | | | |
| | | Total | |
| | Accounts receivable, net | $ | 17,225 |
| |
| | Inventories | 1,582 |
| |
| | Property, plant & equipment | 99,776 |
| |
| | Goodwill | 87,734 |
| |
| | Other intangible assets | 65,360 |
| |
| | Other assets | 1,755 |
| |
| | Trade accounts payable | (7,664 | ) | |
| | Deferred income taxes | (25,923 | ) | |
| | Other liabilities | (4,439 | ) | |
| | Cash paid, net of cash acquired | $ | 235,406 |
| |
|
| | | |
| | Total |
| Accounts receivable, net | $ | 20,439 |
|
| Inventories | 1,997 |
|
| Other assets | 505 |
|
| Property, plant & equipment | 12,315 |
|
| Goodwill | 45,967 |
|
| Other intangible assets | 13,517 |
|
| Trade accounts payable | (8,938 | ) |
| Other liabilities | (1,225 | ) |
| Deferred income tax liability | (2,661 | ) |
| Cash paid, net of cash acquired | $ | 81,916 |
|
Fiscal 2012
During fiscal 2012, the Company completed two maximatecc tuck-in acquisitions that further expand the geographic presence, product offerings and technologies of the Engineered Solutions segment. On July 20, 2012 the Company completed the acquisition of the stock of CrossControl AB (“CrossControl”) for $40.6 million of cash, plus potential contingent consideration. CrossControl, headquartered in Sweden, provides advanced electronic solutions for human-machine interaction, vehicle control and mobile connectivity in critical environments. On March 28, 2012 the Company acquired the stock of
ACTUANT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Turotest Medidores Ltda (“Turotest”Fiscal 2014 Acquisition:
The Company acquired Hayes Industries Ltd. ("Hayes") on May 23, 2014 for $8.1 million of cash and $5.3 million of deferred purchase price. Turotest,$30.5 million. This Industrial segment acquisition is headquartered in Brazil, designsSugar Land, Texas and manufactures instrument panelsmaintains a leading position in the concrete tensioning market. Its products include patented encapsulated anchor systems, wedges and gauges serving the Brazilian agriculture and industrial markets.
In addition, on February 10, 2012 the Company completed the acquisition of the stock of Jeyco Pty Ltd (“Jeyco”) for $20.7 million of cash. This Cortland (Energy segment) tuck-in acquisition, designs and provides specialized mooring, rigging and towing systems and services to the offshore oil & gas industry in Australia and other international markets. Additionally, Jeyco’s products are used in a variety of applications for other markets including cyclone mooring and marine, defense and mining tow systems.
customized extruded cables. The combined purchase price allocation for all three fiscal 2012 acquisitions resulted in the recognition of $40.1$14.3 million of goodwill (which is not deductible for tax purposes) and $32.8$10.6 million of intangible assets, including $24.2$5.0 million of patents, $3.3 million of customer relationships, $5.7$2.0 million of tradenames $2.2and $0.3 million of technologies and $0.7 million of for non-compete agreements.
Fiscal 2011
On June 2, 2011, the Company completed the acquisition of the stock of Weasler Engineering, Inc. (“Weasler”) for $153.2 million of cash. The purchase consideration was funded through the Company’s existing cash balances and borrowings under the revolving credit facility. Weasler, which is headquartered in Wisconsin, is a global designer and manufacturer of highly engineered drive train components and systems for agriculture, lawn & turf and industrial equipment. Weasler also supplies a variety of torque limiters, high-end gear boxes, clutches and torsional dampers.
On December 10, 2010, the Company completed the acquisition of the stock of Mastervolt International Holding B.V. (“Mastervolt”) for $158.2 million of cash. Mastervolt, which is headquartered in The Netherlands, is a designer, developer and global supplier of highly innovative, branded power electronics, primarily for the solar and marine markets.
The combined purchase price allocations for the two fiscal 2011 acquisitions resulted in the recognition of $152.4 million of goodwill (which is not deductible for tax purposes) and $157.5 million of intangible assets, including $81.5 million of customer relationships, $69.9 million of tradenames, $5.5 million of patents and technologies and $0.6 million of non-compete agreements.
The following unaudited pro forma operating results of operations of the Company give effect to allthese three acquisitions completed in the last three years as though the transactions and related financing activities had occurred on September 1, 20102013 (in thousands, except per share amounts).
|
| | | | | | | | | | | | | | |
| | | | Year Ended August 31, | |
| | | | 2013 | | 2012 | | 2011 | |
| | Net sales | | | | | | | |
| | As reported | | $ | 1,279,742 |
| | $ | 1,276,521 |
| | $ | 1,159,310 |
| |
| | Pro forma | | 1,365,115 |
| | 1,419,173 |
| | 1,393,061 |
| |
| | Earnings from continuing operations | | | | | | | |
| | As reported | | $ | 147,577 |
| | $ | 125,276 |
| | $ | 110,188 |
| |
| | Pro forma | | 153,946 |
| | 134,581 |
| | 125,785 |
| |
| | Basic earnings per share from continuing operations | | | | | | | |
| | As reported | | $ | 2.02 |
| | $ | 1.79 |
| | $ | 1.61 |
| |
| | Pro forma | | 2.11 |
| | 1.92 |
| | 1.84 |
| |
| | Diluted earnings per share from continuing operations | | | | | | | |
| | As reported | | $ | 1.98 |
| | $ | 1.68 |
| | $ | 1.49 |
| |
| | Pro forma | | 2.06 |
| | 1.81 |
| | 1.69 |
| |
|
| | | | | | | | | | | | |
| | | | | |
| | | 2016 | | 2015 | | 2014 |
| Net Sales | | | | | | |
| As reported | | $ | 1,149,410 |
| | $ | 1,249,254 |
| | $ | 1,399,862 |
|
| Pro forma | | 1,175,304 |
| | 1,275,965 |
| | 1,450,014 |
|
| Earnings (loss) from continuing operations | | | | | | |
| As reported | | $ | (105,174 | ) | | $ | 19,872 |
| | $ | 141,453 |
|
| Pro forma | | (100,927 | ) | | 20,553 |
| | 142,124 |
|
| Basic earnings (loss) per share from continuing operations | | | | | | |
| As reported | | $ | (1.78 | ) | | $ | 0.32 |
| | $ | 1.99 |
|
| Pro forma | | (1.71 | ) | | 0.34 |
| | 2.00 |
|
| Diluted earnings (loss) per share from continuing operations | | | | | | |
| As reported | | $ | (1.78 | ) | | $ | 0.32 |
| | $ | 1.95 |
|
| Pro forma | | (1.71 | ) | | 0.33 |
| | 1.96 |
|
ACTUANT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Note 3. Discontinued Operations and Divestitures
Fiscal 2016 Product Line Divestiture
On August 25, 2016, the Company completed the divestiture of its Sanlo business (Engineered Solutions segment) for $9.7 million in cash, net of transaction costs. This divestiture resulted in a $5.1 million pre-tax loss, but a $1.6 million gain net of tax. The results of the Sanlo business (sales of approximately $11 million in fiscal 2016) are not material to the consolidated financial results and are included in continuing operations.
Fiscal 2014 Product Line Divestiture and Discontinued Operations
On June 13, 2014, the Company completed the divestiture of its Recreational Vehicle ("RV") business (Engineered Solutions segment) for $36.5 million in cash. This product line divestiture resulted in a $13.5 million pre-tax gain, $2.8 million net of tax. The results of the RV business (sales of approximately $22 million in fiscal 2014) are not material to the consolidated financial results and are included in continuing operations.
The former Electrical segment is involved in the design, manufacturedesigned, manufactured and distribution ofdistributed a broad range of electrical products to the retail DIY, wholesale, OEM, solar, utility and marine and other harsh environment markets. The results of operations for the Electrical segment have been reported as discontinued operations in the accompanying consolidated statements of earnings for all periods presented as a result of the Company announcing its intention to divest this segment in the third quarter of fiscal 2013. The following table summarizes the results of the Electrical segment for each of the last three fiscal years (in thousands):
|
| | | | | | | | | | | | |
| | Year Ended August 31, |
| | 2013 | | 2012 | | 2011 | |
| Net sales | $ | 286,308 |
| | $ | 328,821 |
| | $ | 335,318 |
| |
| | | | | | | |
| Operating profit | 34,536 |
| | 28,148 |
| | 20,029 |
| |
| Impairment charge | (159,104 | ) | | (62,464 | ) | | — |
| |
| Net loss on disposal (1) | — |
| | — |
| | (15,829 | ) | |
| Income tax benefit (expense) | 7,039 |
| | (3,670 | ) | | (2,829 | ) | |
| Income (loss) from discontinued operations, net of taxes | $ | (117,529 | ) | | $ | (37,986 | ) | | $ | 1,371 |
| |
(1) During the second quarter of fiscal 2011,On December 13, 2013, the Company completed the sale of the European Electrical businesssegment for totalnet cash proceeds of $3.5$252.4 million,, which resulted in a pre-tax gain of $34.5 million, $26.3 million net of transaction costs. As a resulttax. Net sales of the sale transaction,former Electrical segment in fiscal 2014, prior to the divestiture, were $72.1 million.
Note 4. Goodwill, Intangible Assets and Long-Lived Assets
Fiscal 2016 Interim Impairment Charge
The prolonged unfavorable conditions in the global oil & gas markets, including additional cuts in projected capital spending by energy customers, reduced exploration, drilling and commissioning activities and excess capacity in the industry (given continued low oil & gas prices) were expected to have an adverse impact on the future financial results of the Cortland and Viking businesses. Accordingly, during the second quarter of fiscal 2016, the Company recognized a pre-tax loss on disposal of $15.8$140.9 million, including an $11.4 million charge to cover future lease payments on an unfavorable real estate lease used by the divested business.
During the third quarter of fiscal 2013, the Company committed to a plan to divest the entire Electrical segment. The divestiture will allow the Company to streamline its business portfolio and refocus on the remaining three segments in a way that better positions the Company to take advantage of its core competencies, current business model and global growth trends. As a result, the Company recognized a non-cash impairment charge in fiscal 2013 of $159.1 million, including a write-down of $137.8 million of goodwill and $21.3 million of indefinite lived intangible assets (tradename). The impairment charge represents the excess of the net book value of the assets held for sale over the estimated fair value, less selling costs. As(as a result of lower projected future sales and profits) related to the impairment charge, there is no remaining goodwill associatedCortland and Viking businesses.
The maximatecc business (Engineered Solutions segment), manufactures severe-duty electronic instrumentation including displays and clusters, machine controls and sensors. Weakness in off-highway vehicle and agricultural markets, coupled with the Mastervolt business and $76.9 million for North American Electrical. The following is a summary of the August 31, 2013 assets and liabilities of the Electrical segment (in thousands):
|
| | | | |
| Accounts receivable, net | | $ | 41,247 |
|
| Inventories, net | | 55,142 |
|
| Property, plant & equipment, net | | 9,545 |
|
| Goodwill | | 76,877 |
|
| Other intangible assets, net | | 84,387 |
|
| Other assets | | 5,408 |
|
| Assets of discontinued operations | | $ | 272,606 |
|
| | | |
| Trade accounts payable | | $ | 19,824 |
|
| Other current liabilities | | 12,984 |
|
| Deferred income taxes | | 9,376 |
|
| Other long-term liabilities | | 10,896 |
|
| Liabilities of discontinued operations | | $ | 53,080 |
|
During the fourth quarter of fiscal 2012, the Company recognized a $62.5 million pre-tax non-cash impairment charge related to the goodwill and indefinite lived intangible assets of the Electrical segment's Mastervolt business. The impairment was the result of business underperformance and volatility in the solar market. During the fourth quarter of fiscal 2012, industry-wide solar inverter inventory levels and production capacity exceeded demand, significant pricing competition existed and less favorable government incentive schemes were announced and implemented in Mastervolt's served European markets. This challenging economic and competitive environment, as well as uncertainty regarding the long-term strategic fit of the
ACTUANT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
business had a significant adverse impact on projected long-term Mastervoltchallenging overall industrial fundamentals, recent reductions in OEM customer build rates and production schedules (in order to reduce inventory levels) and delays in the start of production by certain European OEMs for new or updated design models resulted in reduced sales and profits.profitability of the maximatecc business. As a result of lower projected sales and profits, during the second quarter of fiscal 2016, the Company recognized a $45.7 million impairment charge related to the goodwill and intangible assets of the maximatecc business.
A summary of the second quarter fiscal 2016 impairment charge by reporting unit is as follows (in thousands):
|
| | | | | | | | | | | | | | | |
| | Cortland | | Viking | | maximatecc | | Total |
| Goodwill | $ | 34,502 |
| | $ | 39,099 |
| | $ | 44,521 |
| | $ | 118,122 |
|
| Indefinite lived intangible assets | 2,211 |
| | 13,289 |
| | 1,153 |
| | 16,653 |
|
| Amortizable intangible assets | — |
| | 27,952 |
| | — |
| | 27,952 |
|
| Fixed assets | — |
| | 23,784 |
| | — |
| | 23,784 |
|
| | $ | 36,713 |
| | $ | 104,124 |
| | $ | 45,674 |
| | $ | 186,511 |
|
Fiscal 2015 Impairment Charge
The dramatic decline in oil prices in 2015 caused a slowdown in upstream oil & gas activity as asset owners hesitated on starting new oil & gas exploration drilling and development projects, while certain existing projects were deferred or canceled and capital spending was reduced. As a result of these unfavorable market conditions, in fiscal 2015 the Company recognized an $84.4 million impairment charge related to the write-down of goodwill and indefinite lived intangible assets of the Cortland and Viking businesses. The impairment charge consisted of the write-down of $36.6a $78.5 million impairment of goodwill and $25.9a $6.4 million impairment of indefinite lived intangible assets (tradenames).
Note 4. Goodwill and Other Intangible Assets
Goodwill representsChanges in the excess of the purchase price over the fairgross carrying value of netintangible assets acquired in business combinations. Goodwill is not subject to amortization and is tested for impairment annually or more frequently if events orgoodwill result from changes in circumstances indicate that the assets might be impaired. Impairment tests are performed by the Company annually in the fourth quarter of each fiscal year. Total cumulative goodwillforeign currency exchange rates, business acquisitions, divestitures and impairment charges for continuing operations were $22.2 million at August 31, 2013 and 2012.charges. The changes in the carrying amount of goodwill for the years ended August 31, 20132016 and 20122015 are as follows (in thousands):
|
| | | | | | | | | | | | | | | | | | | | |
| | | Industrial | | Energy | | Electrical | | Engineered
Solutions | | Total |
| Balance as of August 31, 2011 | | $ | 85,409 |
| | $ | 252,285 |
| | $ | 260,777 |
| | $ | 289,995 |
| | $ | 888,466 |
|
| Businesses acquired | | — |
| | 14,101 |
| | — |
| | 26,188 |
| | 40,289 |
|
| Purchase accounting adjustments | | — |
| | — |
| | (3,995 | ) | | 715 |
| | (3,280 | ) |
| Impairment charge | | — |
| | — |
| | (36,557 | ) | | — |
| | (36,557 | ) |
| Impact of changes in foreign currency rates | | (4,005 | ) | | (6,865 | ) | | (6,355 | ) | | (5,281 | ) | | (22,506 | ) |
| Balance as of August 31, 2012 | | 81,404 |
| | 259,521 |
| | 213,870 |
| | 311,617 |
| | 866,412 |
|
| Business acquired | | — |
| | 87,734 |
| | — |
| | — |
| | 87,734 |
|
| Purchase accounting adjustments | | — |
| | 117 |
| | — |
| | (100 | ) | | 17 |
|
| Impairment charge | | — |
| | — |
| | (137,804 | ) | | — |
| | (137,804 | ) |
| Reclassification to discontinued operations | | — |
| | — |
| | (76,877 | ) | | — |
| | (76,877 | ) |
| Divestiture of Nielsen Sessions business | | — |
| | — |
| | — |
| | (2,556 | ) | | (2,556 | ) |
| Impact of changes in foreign currency rates | | 1,207 |
| | (5,469 | ) | | 811 |
| | 1,477 |
| | (1,974 | ) |
| Balance as of August 31, 2013 | | $ | 82,611 |
| | $ | 341,903 |
| | $ | — |
| | $ | 310,438 |
| | $ | 734,952 |
|
|
| | | | | | | | | | | | | | | | |
| | | Industrial | | Energy | | Engineered Solutions | | Total |
| Balance as of August 31, 2014 | | $ | 100,266 |
| | $ | 350,627 |
| | $ | 291,877 |
| | $ | 742,770 |
|
| Purchase accounting adjustments (Hayes) | | (3,244 | ) | | — |
| | — |
| | (3,244 | ) |
| Impairment charge | | — |
| | (78,530 | ) | | — |
| | (78,530 | ) |
| Impact of changes in foreign currency rates | | (4,915 | ) | | (35,647 | ) | | (12,178 | ) | | (52,740 | ) |
| Balance as of August 31, 2015 | | 92,107 |
| | 236,450 |
| | 279,699 |
| | 608,256 |
|
| Business acquisitions | | 9,726 |
| | 36,241 |
| | — |
| | 45,967 |
|
| Impairment charge | | — |
| | (73,919 | ) | | (44,543 | ) | | (118,462 | ) |
| Business divestiture (Sanlo) | | — |
| | — |
| | (3,778 | ) | | (3,778 | ) |
| Impact of changes in foreign currency rates | | (94 | ) | | (11,451 | ) | | (1,162 | ) | | (12,707 | ) |
| Balance as of August 31, 2016 | | $ | 101,739 |
| | $ | 187,321 |
| | $ | 230,216 |
| | $ | 519,276 |
|
ACTUANT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The gross carrying amount and accumulated amortization of the Company’s intangible assets are as follows (in thousands):
| | | | | Weighted
Average
Amortization
Period (Years) | | August 31, 2013 | | August 31, 2012 | | Weighted Average Amortization Period (Year) | | August 31, 2016 | | August 31, 2015 |
| | | Gross
Carrying
Amount | | Accumulated
Amortization | | Net Book
Value | | Gross
Carrying
Amount | | Accumulated
Amortization | | Net Book
Value | | Gross | | Accumulated Amortization | | Net Book Value | | Gross | | Accumulated Amortization | | Net Book Value |
| Amortizable intangible assets: | | | | | | | | | | | | | | | | | | | | | | | | |
| Customer relationships | | 15 | | $ | 318,143 |
| | $ | 95,215 |
| | $ | 222,928 |
| | $ | 347,739 |
| | $ | 93,768 |
| | $ | 253,971 |
| | 14 | | $ | 292,671 |
| | $ | 166,252 |
| | $ | 126,419 |
| | $ | 302,518 |
| | $ | 132,007 |
| | $ | 170,511 |
|
| Patents | | 11 | | 30,564 |
| | 18,747 |
| | 11,817 |
| | 52,851 |
| | 34,842 |
| | 18,009 |
| | 10 | | 30,296 |
| | 22,233 |
| | 8,063 |
| | 30,899 |
| | 19,928 |
| | 10,971 |
|
| Trademarks and tradenames | | 19 | | 24,088 |
| | 7,356 |
| | 16,732 |
| | 43,820 |
| | 8,670 |
| | 35,150 |
| | 18 | | 21,283 |
| | 7,936 |
| | 13,347 |
| | 21,604 |
| | 7,055 |
| | 14,549 |
|
| Non-compete agreements and other | | 4 | | 7,034 |
| | 6,458 |
| | 576 |
| | 7,677 |
| | 6,316 |
| | 1,361 |
| |
| Non-compete agreements & other | | | 3 | | 6,627 |
| | 5,890 |
| | 737 |
| | 6,790 |
| | 6,496 |
| | 294 |
|
| Indefinite lived intangible assets: | | | | | | | | | | | | | | | | | | | | | | | | |
| Tradenames | | N/A | | 124,639 |
| | — |
| | 124,639 |
| | 137,393 |
| | — |
| | 137,393 |
| | 90,909 |
| | — |
| | 90,909 |
| | 112,437 |
| | — |
| | 112,437 |
|
| | | $ | 504,468 |
| | $ | 127,776 |
| | $ | 376,692 |
| | $ | 589,480 |
| | $ | 143,596 |
| | $ | 445,884 |
| | $ | 441,786 |
| | $ | 202,311 |
| | $ | 239,475 |
| | $ | 474,248 |
| | $ | 165,486 |
| | $ | 308,762 |
|
Changes in the gross carrying value of intangible assets result from foreign currency exchange rate changes, impairment charges and the reclassification of Electrical segment intangible assets to discontinued operations (refer to Note 3, "Discontinued Operations"). Amortization expense recorded on intangible assets for the years ended August 31, 2013, 2012 and 2011 was $22.9 million, $22.0 million and $21.5 million, respectively. Amortization expense for future years is estimated to be: $24.620.2 million in each of fiscal yearsyear 20142017 and, $19.9 million in fiscal 20152018, $24.519.7 million in fiscal 20162019, $23.419.0 million in fiscal 20172020, $23.017.9 million in fiscal 20182021 and $132.051.9 million in aggregate thereafter. The future amortization expense amounts represent estimates whichand may change based onbe impacted by future acquisitions, divestitures or changes in foreign currency exchange rates or other factors.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Note 5. Debt
The following is a summary of the Company’s long-term indebtedness (in thousands):
|
| | | | | | | | | | |
| | | | August 31, | |
| | | | 2013 | | 2012 | |
| | Senior Credit Facility | | | | | |
| | Revolver | | $ | 125,000 |
| | $ | — |
| |
| | Term Loan | | 90,000 |
| | 97,500 |
| |
| | | | 215,000 |
| | 97,500 |
| |
| | 5.625% Senior Notes | | 300,000 |
| | 300,000 |
| |
| | Total Senior Indebtedness | | 515,000 |
| | 397,500 |
| |
| | Less: current maturities of long-term debt | | — |
| | (7,500 | ) | |
| | Total long-term debt, less current maturities | | $ | 515,000 |
| | $ | 390,000 |
| |
|
| | | | | | | |
| | August 31, |
| | 2016 | | 2015 |
| Senior Credit Facility | | | |
| Revolver ($600 million) | $ | — |
| | $ | — |
|
| Term Loan | 296,250 |
| | 300,000 |
|
| | 296,250 |
| | 300,000 |
|
| 5.625% Senior Notes | 288,059 |
| | 288,059 |
|
| Total Senior Indebtedness | 584,309 |
| | 588,059 |
|
| Less: current maturities of long-term debt | (18,750 | ) | | (3,750 | ) |
| Total long-term debt, less current maturities | $ | 565,559 |
| | $ | 584,309 |
|
The Company’s Senior Credit Facility which matures on July 18, 2018,May 8, 2020, provides a $600.0$600 million revolving credit facility, revolver, a $90.0$300 million term loan and a $350.0$450 million expansion option, subject to certain conditions. Borrowings are subject to a pricing grid, which can result in increases or decreases to the borrowing spread, depending on the Company’s leverage ratio, ranging from a spread of 1.00% to 2.50%2.25% in the case of loans bearing interest at LIBOR and from 0.00% to 1.50%1.25% in the case of loans bearing interest at the base rate. As of August 31, 2013,2016, the borrowing spread on LIBOR based borrowings was 1.25%2.00% (aggregating to approximately 1.50%)a 2.50% variable rate borrowing cost). In addition, a non-use fee is payable quarterly on the average unused credit line under the revolver ranging from 0.15%0.15% to 0.40%0.35% per annum. As of August 31, 20132016, the available and unused credit line under the revolver was $471.6$592.1 million,. of which $180.0 million was available for borrowings. Quarterly term loan principal payments of $1.1$3.8 million begin began on SeptemberJune 30, 2014,2016, increase to $2.3$7.5 million per quarter on SeptemberJune 30, 2015,2017, with the remaining principal due at maturity. The Senior Credit Facility, which is secured by substantially all of the Company’s domestic personal property assets, also contains customary limits and restrictions concerning investments, sales of assets, liens on assets, dividends and other payments. The two financial covenants included in the Senior Credit Facility agreement are a maximum leverage ratio of 3.75:3.75:1 and a minimum interest coverage ratio of 3.50:3.50:1. The Company was in compliance with itsall financial covenants at August 31, 2013.2016.
On April 16, 2012, the Company issued $300.0300 million of 5.625% Senior Notes due 2022 (the “Senior Notes”). The Senior Notes require no principal installments prior to their June 15, 2022 maturity, require semiannual interest payments in December and June of each year and contain certain financial and non-financial covenants. The Company utilized the net proceeds from this issuance to fund the repurchase of all its then-outstanding $250 million6.875%Senior Notes due 2017 atinclude a cost of 104%, or $260.4 million.
In November 2003,call feature that allows the Company issued $150.0to repurchase them anytime on or after June 15, 2017 at stated redemption prices (ranging from 100.0% to 102.8%), plus accrued and unpaid interest. As required under the indenture governing the Senior Notes, on June 19, 2015, the Company initiated an offer to repurchase, at par value, up to $165 million of Senior Subordinated Convertible Debentures due November 15, 2023 (the “2% Convertible Notes”). Prior to fiscal 2012,Notes representing the Company had repurchased (for cash) $32.2 million of 2% Convertible Notes at an average price of 99.3% of par value. In addition, $0.2 million of 2% Convertible Notes were converted into shares of the Company’s Class A common stock in the first quarter of fiscal 2012. In March 2012, the Company called all of the remaining $117.6 million of 2% Convertible Notes outstanding for cash at par. As a result of the call notice, substantially all of the holders of the 2% Convertible Notes converted them into newly issued shares of the Company’s Class A common stock, at a conversion rate of 50.6554 shares per $1,000 of principal amount (resulting in the issuance of 5,951,440 shares of common stock), while the remaining $0.1 million of 2% Convertible Notes were repurchased for cash. The impact of the additional share issuance was already included in the diluted earnings per share calculation on an if-converted method. As a result of the 2% Convertible Notes being redeemed for the Company’s common stock, $15.6 million of related prior income tax benefit was recaptured and repaid in the fourth quarter of fiscal 2012.non-reinvested
In fiscal 2011, the Company entered into interest rate swap contracts that had a total notional value of $100.0 million and maturity dates of March 23, 2016. The interest rate swap contracts paid the Company variable interest at the three month LIBOR rate, while the Company paid the counterparties a fixed interest rate of approximately 2.06%. These interest rate swap contracts were entered into to synthetically convert $100.0 million of the Senior Credit Facility variable rate borrowings into fixed rate debt. In connection with the debt refinancing transactions discussed above, the Company terminated the interest rate swap contracts on April 3, 2012, which resulted in a cash payment to the counterparty of $4.1 million, in full settlement of the fair value of the contracts.
In connection with the debt refinancing activities, during the year ended August 31, 2012, the Company recognized a $16.8 million pre-tax debt refinancing charge, which included $10.4 million of tender premium paid to holders of the 6.875%
ACTUANT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
proceeds from the fiscal 2014 business divestitures. Prior to its expiration, the Company repurchased $11.9 million of Senior Notes a $2.3 million write-offpursuant to this tender offer in the fourth quarter of deferred financing costs and debt discount and a $4.1 million charge related to the termination of the interest rate swap agreements. The related tax benefit on the debt refinancing charge was $6.3 million.fiscal 2015.
The Company made cash interest payments of $20.827.2 million, $25.924.8 million and $26.121.0 million in fiscal 2013, 20122016, 2015 and 2011,2014, respectively.
Note 6. Fair Value Measurements
The Company assesses the inputs used to measure the fair value of financial assets and liabilities using a three-tier hierarchy. Level 1 inputs include quoted prices for identical instruments and are the most observable. Level 2 inputs include quoted prices for similar assets and observable inputs such as interest rates, foreign currency exchange rates, commodity rates and yield curves. Level 3 inputs are not observable in the market and include management’s own judgments about the assumptions market participants would use in pricing the asset or liability. The following financial assets and liabilities, measured at fair value, are included in the consolidated balance sheet (in thousands):
|
| | | | | | | | | | |
| | | | August 31, | |
| | | | 2013 | | 2012 | |
| | Level 1 Valuation: | | | | | |
| | Cash equivalents | | $ | 1,092 |
| | $ | 5,154 |
| |
| | Investments | | 1,793 |
| | 1,602 |
| |
| | Level 2 Valuation: | | | | | |
| | Foreign currency forward contracts | | $ | 143 |
| | $ | 945 |
| |
At August 31, 2012, Mastervolt's goodwill ($40.0 million) and tradename ($13.6 million) were written down to estimated fair value, resulting in a non-cash impairment charge of $62.5 million. In order to arrive at the implied fair value of goodwill, the Company assigned the fair value to all of the assets and liabilities of the reporting unit as if the reporting unit had been acquired in a business combination. The tradename was valued using the relief of royalty income approach. At August 31, 2013, the assets and liabilities of the Electrical segment are classified as discontinued operations and therefore are valued at fair value, less cost to sell. In determining the fair value of the Electrical segment the Company utilized generally accepted valuation techniques, which required the Company to make assumptions and apply judgment to estimate macro economic factors, industry and market trends and the future profitability of current business strategies. These represent Level 3 assets measured at fair value on a nonrecurring basis.
The fair value of the Company’s cash and cash equivalents, foreign currency derivatives, accounts receivable, accounts payable and its variable rate long-term debt approximated book value at August 31, 20132016 and 20122015 due to their short-term nature and the fact that the interest rates approximated year-end market rates. The fair value of the Company’s outstanding $300.0 million of 5.625% Senior Notes was $300.8299.6 million and $309.8$287.3 million at August 31, 20132016 and 2012,2015, respectively. The fair value of the Senior Notes was based on quoted inactive market prices and are therefore classified as Level 2 within the valuation hierarchy.
Note 7. Derivatives
All derivatives are recognized in the balance sheet at their estimated fair value. On the date the Company enters into a derivative contract, it designates the derivative as a hedge of a recognized asset or liability (fair value hedge) or a hedge of a forecasted transaction or of the variability of cash flows to be received or paid related to a recognized asset or liability (cash flow hedge). The Company does not enter into derivatives for speculative purposes. Changes in the value of fair value hedges and non-designated hedges are recorded in earnings along with the gain or loss on the hedged asset or liability, while changes in the value of cash flow hedges are recorded in accumulated other comprehensive loss, until earnings are affected by the variability of cash flows. The fair value of outstanding foreign currency derivatives was an asseta liability of $0.1$0.7 million and $0.9$0.2 million at August 31, 20132016 and 2012,2015, respectively.
The Company is exposed to market risk for changes in foreign currency exchange rates due to the global nature of its operations. In order to manage this risk the Company has hedged portions of its forecasted inventory purchases and other cash flows that are denominated in non-functional currencies (cash flow hedges). TheAs of August 31, 2016 there were no cash flow hedges outstanding, while the U.S. dollar equivalent notional value of these foreign currency forward contracts was $9.7$0.5 million and $3.0 million, at August 31, 2013 and 2012, respectively. At August 31, 2013, unrealized losses of $0.1 million on these contracts were included in accumulated other comprehensive loss and are expected to be reclassified to earnings during the next twelve months.2015.
The Company also utilizes forward foreign currency exchange contracts to reduce the exchange rate risk associated with recognized non-functional currency balances. The effects of changes in exchange rates are reflected concurrently in earnings for
ACTUANT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
both the fair value of the foreign currency exchange contracts and the related non-functional currency asset or liability. The U.S. dollar equivalent notional value of these short duration foreign currency forward contracts was $383.6$143.4 million and $197.5170.7 million, at August 31, 20132016 and 2012,2015, respectively. Net foreign currency gainslosses related to these derivative instruments was $0.8were $1.5 million, for the year ended August 31, 2013, which $0.1 million and $13.5 million in fiscal 2016, 2015 and 2014, respectively. These derivative gains and losses offset foreign currency gains and losses from the related revaluation onof non-functional currency assets and liabilities (amounts included in other income and expense in the consolidated statement of earnings)operations).
Note 8. Leases
The Company leases certain facilities, computers, equipment and vehicles under various lease agreements generally over periods of one to twenty years. Under most arrangements, the Company pays the property taxes, insurance, maintenance and expenses related to the leased property. Many of the leases include provisions that enable the Company to renew the lease based upon fair value rental rates on the date of expiration of the initial lease.
As of August 31, 2013,2016, future obligations under non-cancelable operating leases (related to continuing operations) were as follows: $24.1 million in fiscal 2014; $19.1 million in fiscal 2015; $15.9 million in fiscal 2016; $13.332.9 million in fiscal 2017; $10.327.1 million in fiscal 2018; $23.6 million in fiscal 2019; $19.9 million in fiscal 2020; $14.4 million in fiscal 2021; and $38.645.1 million in aggregate thereafter. Total related rental expense under operating leases was $26.037.6 million, $24.235.7 million and $21.131.6 million in fiscal 20132016, 20122015 and 20112014, respectively. In fiscal 2016, the Company completed the sale leaseback of certain facilities and Energy segment rental assets for total proceeds of $7.0 million. In fiscal 2014, the Company also completed the sale leaseback of certain rental assets of the Viking business for proceeds of $41.0 million.
ACTUANT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
As discussed in Note 14, “Contingencies and Litigation” the Company is alsoremains contingently liable for certainlease payments under leases entered into by a former subsidiary.of businesses that it previously divested or spun off.
Note 9. Employee Benefit Plans
U.S. Defined Benefit Pension Plans
The Company has several defined benefit pension plans which cover certain existing and former employees of domestic businesses it acquired, that were entitled to those benefits prior to acquisition, or existing and former employees of foreign businesses. MostAll of the U.S. defined benefit pension plans are frozen, and as a result, the majority of the plan participants no longer earn additional benefits. The following table provides detail of changes in the projected benefit obligations, the fair value of plan assets and the funded status of the Company’s U.S. defined benefit pension plans as of the respective August 31 measurement date (in thousands):
| | | | | 2013 | | 2012 | 2016 | | 2015 |
| Reconciliation of benefit obligations: | | | | | | | |
| Benefit obligation at beginning of year | | $ | 50,870 |
| | $ | 44,430 |
| $ | 45,612 |
| | $ | 47,545 |
|
| Adjustment | | (280 | ) | | — |
| |
| Interest cost | | 1,928 |
| | 2,162 |
| 1,970 |
| | 1,920 |
|
| Actuarial (gain) loss | | (4,983 | ) | | 6,855 |
| 5,604 |
| | (170 | ) |
| Benefits paid | | (2,489 | ) | | (2,577 | ) | (2,777 | ) | | (3,683 | ) |
| Benefit obligation at end of year | | $ | 45,046 |
| | $ | 50,870 |
| $ | 50,409 |
| | $ | 45,612 |
|
| Reconciliation of plan assets: | | | | | | | |
| Fair value of plan assets at beginning of year | | $ | 33,695 |
| | $ | 32,412 |
| $ | 39,181 |
| | $ | 44,642 |
|
| Actual return on plan assets | | 2,252 |
| | 2,911 |
| 2,687 |
| | (2,088 | ) |
| Company contributions | | 596 |
| | 949 |
| 398 |
| | 310 |
|
| Benefits paid from plan assets | | (2,489 | ) | | (2,577 | ) | (2,777 | ) | | (3,683 | ) |
| Fair value of plan assets at end of year | | 34,054 |
| | 33,695 |
| 39,489 |
| | 39,181 |
|
| Funded status of the plans (underfunded) | | $ | (10,992 | ) | | $ | (17,175 | ) | $ | (10,920 | ) | | $ | (6,431 | ) |
The following table provides detail on the Company’s domestic net periodic benefit costs (in thousands):
| | | | | Year ended August 31, | Year ended August 31, |
| | | 2013 | | 2012 | | 2011 | 2016 | | 2015 | | 2014 |
| Interest cost | | $ | 1,928 |
| | $ | 2,162 |
| | $ | 2,108 |
| $ | 1,970 |
| | $ | 1,920 |
| | $ | 2,146 |
|
| Expected return on assets | | (2,468 | ) | | (2,471 | ) | | (2,221 | ) | (2,997 | ) | | (3,143 | ) | | (2,959 | ) |
| Amortization of actuarial loss | | 878 |
| | 675 |
| | 669 |
| 837 |
| | 828 |
| | 667 |
|
| Net benefit cost | | $ | 338 |
| | $ | 366 |
| | $ | 556 |
| |
| Net benefit cost (income) | | $ | (190 | ) | | $ | (395 | ) | | $ | (146 | ) |
At August 31, 20132016 and 20122015, $12.018.4 million and $15.615.2 million, respectively, of pension plan actuarial gains and losses, which have not yet been recognized in net periodic benefit cost, were included in accumulated other comprehensive loss, net of
ACTUANT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
income taxes. During fiscal 20142017, $0.40.7 million of these actuarial losses are expected to be recognized in net periodic benefit cost.
Weighted-average assumptions used to determine U.S. pension plan obligations as of August 31 and weighted-average assumptions used to determine net periodic benefit cost for the years ended August 31 are as follows:
|
| | | | | | | | | | | |
| | | | 2013 | | 2012 | | 2011 | |
| | Assumptions for benefit obligations: | | | | | | | |
| | Discount rate | | 4.90 | % | | 3.90 | % | | 5.00 | % | |
| | Assumptions for net periodic benefit cost: | | | | | | | |
| | Discount rate | | 3.90 | % | | 5.00 | % | | 4.60 | % | |
| | Expected return on plan assets | | 7.75 | % | | 7.90 | % | | 8.00 | % | |
|
| | | | | | | | |
| | 2016 | | 2015 | | 2014 |
| Assumptions for benefit obligations: | | | | | |
| Discount rate | 3.45 | % | | 4.45 | % | | 4.15 | % |
| Assumptions for net periodic benefit cost: | | | | | |
| Discount rate | 4.45 | % | | 4.15 | % | | 4.90 | % |
| Expected return on plan assets | 7.40 | % | | 7.50 | % | | 7.65 | % |
The Company employs a total return on investment approach for its pension plan assets whereby a mix of equity and fixed income investments are used to maximize the long-term return for plan assets, at a prudent level of risk. The investment portfolio contains a diversified blend of equity and fixed income investments. Within the equity allocation, a blend of growth and value investments areis maintained in a variety of market capitalizations and diversified between U.S. and non-U.S. stocks. The Company’s targeted asset allocation as a percentage of total plan assets is 60% - 80% in equity securities, with the remainder invested in fixed income securities and cash. Cash balances are maintained at levels adequate to meet near-term plan expenses
ACTUANT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
and benefit payments. Investment risk is measured and monitored on an ongoing basis. At August 31, 20132016, the Company’s overall expected long-term rate of return for assets in U.S. pension plans was 7.65%7.15%. The expected long-term rate of return is based on the portfolio as a whole and not on the sum of the returns on individual asset categories. The target return is based on historical returns adjusted to reflect the current view of the long-term investment market.
The fair value of all U.S. pension plan assets areis determined based on quoted market prices and therefore all plan assets are determined based on Level 1 inputs, except for fixed income securities which are valued based on Level 2 inputs, as defined in Note 6, “Fair Value Measurements.” The U.S. pension plan investment allocations by asset category were as follows (in thousands):
| | | | | Year Ended August 31, | | Year Ended August 31, |
| | | 2013 | | % | | 2012 | | % | | 2016 | | % | | 2015 | | % |
| Cash and cash equivalents | | $ | 348 |
| | 1.0 | % | | $ | 250 |
| | 0.7 | % | | $ | 347 |
| | 0.9 | % | | $ | 314 |
| | 0.8 | % |
| Fixed income securities: | | | | | | | | | | | | | | | | |
| Government bonds | | — |
| | — |
| | 310 |
| | 0.9 |
| |
| Corporate bonds | | 8,741 |
| | 25.7 |
| | 7,489 |
| | 22.2 |
| | 8,372 |
| | 21.2 |
| | 9,481 |
| | 24.2 |
|
| Mutual funds | | 3,464 |
| | 10.2 |
| | 2,678 |
| | 8.0 |
| | 3,351 |
| | 8.5 |
| | 3,100 |
| | 7.9 |
|
| | | 12,205 |
| | 35.9 |
| | 10,477 |
| | 31.1 |
| | 11,723 |
| | 29.7 |
| | 12,581 |
| | 32.1 |
|
| Equity securities: | | | | | | | | | | | | | | | | |
| Mutual funds | | 21,501 |
| | 63.1 |
| | 22,968 |
| | 68.2 |
| | 27,419 |
| | 69.4 |
| | 26,286 |
| | 67.1 |
|
| Total plan assets | | $ | 34,054 |
| | 100.0 | % | | $ | 33,695 |
| | 100.0 | % | | $ | 39,489 |
| | 100.0 | % | | $ | 39,181 |
| | 100.0 | % |
Projected benefit payments from plan assets to participants in the Company’s U.S. pension plans are approximately $2.6$2.8 million per year for fiscal 2017, $2.9 million for both fiscal 2018 and 2019, $3.0 million for both fiscal 2020 and 2014 through 20182021 and $14.9$15.0 million in aggregate for the following five years.
Non-U.S.Foreign Defined Benefit Pension Plans
The Company has several non-U.S.ten foreign defined benefit pension plans which cover certain existing and former employees of businesses outside the U.S. Most of the non-U.S.participants in the foreign defined benefit pension plans continue to earnare current employees and are earning additional benefits. The funded status of these plans is summarized as follows (in thousands):
|
| | | | | | | | | | |
| | | | August 31, | |
| | | | 2013 | | 2012 | |
| | Benefit obligation | | $ | 12,912 |
| | $ | 12,227 |
| |
| | Fair value of plan assets | | 7,790 |
| | 7,440 |
| |
| | Funded status of plans (underfunded) | | $ | (5,122 | ) | | $ | (4,787 | ) | |
|
| | | | | | | | |
| | | August 31, |
| | | 2016 | | 2015 |
| Benefit obligation | | $ | 16,808 |
| | $ | 14,255 |
|
| Fair value of plan assets | | 8,502 |
| | 8,675 |
|
| Funded status of plans (underfunded) | | $ | (8,306 | ) | | $ | (5,580 | ) |
ACTUANT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Net periodic benefit cost for these non-U.S.foreign plans was $0.80.7 million, $0.51.0 million and $0.51.3 million in fiscal 20132016, 20122015 and 20112014, respectively. The weighted average discount rate utilized for determining the benefit obligation at August 31, 20132016 and 20122015 was 4.3%1.9% and 4.0%3.1%, respectively. The plan assets of these non-U.S.foreign pension plans consist primarily of participating units in common stockfixed income and bond funds.equity securities and insurance contracts. The Company’s overall expected long-term rate of return on these investments is 4.6%. During fiscal 20142017, the Company anticipates contributing $0.6$0.4 million in aggregate to these pension plans.
Projected benefit payments from plan assets to participants in the these foreign plans are $0.5 million for fiscal 2017, $1.3 million for fiscal 2018, $0.3 million for fiscal 2019, $1.0 million for fiscal 2020, $0.9 million for fiscal 2021 and $3.3 million in aggregate for the following five years.
Other Postretirement Health Benefit Plans
The Company provides other postretirement health benefits (“OPEB”) to certain existing and former employees of domestic businesses it acquired, who were entitled to such benefits prior to acquisition. These unfunded plans had a benefit obligation of $2.94.0 million and $3.43.5 million at August 31, 20132016 and 20122015, respectively. These obligations are determined utilizing assumptions consistent with those used for U.S. pension plans and a health care cost trend rate of 7.5%, trending downward to 5%5.0% by the year 2018,2022, and remaining level thereafter. Net periodic benefit (income) costs for the other postretirement benefits was a credit of approximately $0.2less than $0.1 million for each of the fiscal years ended August 31, 2013,2016, 20122015 and 20112014. Benefit
ACTUANT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
payments from the plan are funded through participant contributions and Company contributions whichand are projected to be $0.3$0.3 million in fiscal 20142017.
Defined Contribution Benefit Plans
The Company maintains a 401(k) Planplan for substantially all full time U.S. employees (the “401(k) Plan”). Under plan provisions, the Company can fund either funds cash or issuesissue new shares of Class A common stock for its contributions. Amounts are allocated to accounts set aside for each employee’s retirement. Employees generally may contribute up to 50% of their compensation to individual accounts within the 401(k) Plan. While contributions vary, the Company generally makes core contributions to employee accounts equal to 3% of each employee’s eligible annual cash compensation, subject to IRS limitations. In addition, the Company matches approximately 25% of each employee’s contribution up to 6% of the employee’s eligible compensation. The Company also maintains a Restoration Plan that allows eligible highly compensated employees (as defined by the Internal Revenue Code) to receive a core contribution as if no IRS limits were in place. Company contributions to the Restoration Plan are made in the form of Actuant common stock and are contributed into each eligible participant’s Deferred Compensation Plandeferred compensation plan account. In addition, the Company matches approximately 25% of each employee’s contribution up to 6% of the employee’s eligible compensation. Expense recognized related to the 401(k) plan totaled approximately $4.54.4 million, $5.14.3 million and $4.64.5 million for the years ended August 31, 20132016, 20122015 and 20112014, respectively.
In addition to the 401(k) Planplan, the Company establishedsponsors a nonqualified supplemental executive retirement plan (“the SERP Plan”) in fiscal 2011.. The unfunded SERP Plan is an unfunded defined contribution plan that covers certain executive level employees and has a benefit accrualan annual contribution formula based on age and years of service (with Company contributions ranging from 3% to 6% of eligible wages). This unfunded plan had a $1.6 million obligation at both August 31, 2016 and 2015, respectively. Expense recognized in fiscal 20132016, 2015 and 20122014 for the SERP Plan was $0.60.3 million and, $0.70.3 million, and $0.4 million respectively.
Deferred Compensation Plan
The Company maintains a deferred compensation plan to allow eligible U.S. employees to defer receipt of current cash compensation in order to provide future savings benefits. Eligibility is limited to all employees that earn compensation that exceeds certain pre-defined levels. Participants have the option to invest their deferrals in a fixed income investment, in Company common stock, or a combination of the two. The fixed income portion of the plan is unfunded, and therefore all compensation deferred under the plan is held by the Company and commingled with its general assets. Liabilities of $23.222.2 million and $19.622.7 million are included in “Other current liabilities” and “Other long-term liabilities” on the consolidated balance sheets at August 31, 20132016 and 20122015, respectively, to reflect the unfunded portion of the deferred compensation liability. The Company recorded expense in "Financing costs, net" of $1.6 million, $1.51.8 million and $1.21.7 million for the years ended August 31, 20132016, 20122015 and 20112014, respectively, for non-funded interest on participant deferrals in the fixed income investment option. Company common stock contributions to fund the plan are held in a rabbi trust, accounted for in a manner similar to treasury stock and are recorded at cost in “Stock held in trust” within shareholders’ equity with the corresponding deferred compensation liability also recorded within shareholders’ equity. Since no investment diversification is permitted within the trust, changes in fair value of Actuant common stock are not recognized. The shares held in the trust are included in both the basic and diluted earnings per share calculations. The cost of the shares held in the trust was $1.9 million and $1.5 million at August 31, 2013 and 2012, respectively.
The Company adopted a long term incentive plan in July, 2006 to provide certain executive officers with an opportunity to receive a lump sum cash incentive payment based on Actuant’s common stock meeting or exceeding $50 per share priceNote 10. Income Taxes
Income tax expense (benefit) from continuing operations is summarized as follows (in thousands):
|
| | | | | | | | | | | |
| | Year Ended August 31, |
| | 2016 | | 2015 | | 2014 |
| Current: | | | | | |
| Federal | $ | 2,205 |
| | $ | (126 | ) | | $ | 23,211 |
|
| Foreign | 11,838 |
| | 21,200 |
| | 9,059 |
|
| State | 912 |
| | (1,616 | ) | | (657 | ) |
| | 14,955 |
| | 19,458 |
| | 31,613 |
|
| Deferred: | | | | | |
| Federal | (12,470 | ) | | (4,416 | ) | | 4,224 |
|
| Foreign | (23,797 | ) | | (9,199 | ) | | (4,130 | ) |
| State | (3,858 | ) | | (324 | ) | | 866 |
|
| | (40,125 | ) | | (13,939 | ) | | 960 |
|
| Income tax expense (benefit) | $ | (25,170 | ) | | $ | 5,519 |
| | $ | 32,573 |
|
ACTUANT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
target prior to May 1, 2014. The Company recorded expense of $0.3 million, $0.1 million and $0.1 million for the years ended August 31, 2013, 2012 and 2011, respectively, pursuant to this plan. A related liability of $1.3 million and $1.1 million is included in “Other current liabilities” on the consolidated balance sheets at August 31, 2013 and 2012, respectively. As of August 31, 2013 the minimum and maximum payments available under the plan, depending on the attainment of the $50 per share stock price target, are $0 and $10.0 million, respectively.
Note 10. Income Taxes
Income tax expense from continuing operations is summarized as follows (in thousands):
|
| | | | | | | | | | | | | | |
| | | | Year ended August 31, | |
| | | | 2013 | | 2012 | | 2011 | |
| | Currently payable: | | | | | | | |
| | Federal | | $ | 24,809 |
| | $ | 22,078 |
| | $ | (78 | ) | |
| | Foreign | | 13,335 |
| | 10,396 |
| | 20,903 |
| |
| | State | | 902 |
| | 1,534 |
| | 586 |
| |
| | | | 39,046 |
| | 34,008 |
| | 21,411 |
| |
| | Deferred: | | | | | | | |
| | Federal | | (13,514 | ) | | (495 | ) | | 14,948 |
| |
| | Foreign | | (9,942 | ) | | (4,598 | ) | | (4,223 | ) | |
| | State | | (218 | ) | | 439 |
| | (4,303 | ) | |
| | | | (23,674 | ) | | (4,654 | ) | | 6,422 |
| |
| | | | $ | 15,372 |
| | $ | 29,354 |
| | $ | 27,833 |
| |
Income tax expense from continuing operations recognized in the accompanying consolidated statements of earningsoperations differs from the amounts computed by applying the Federalfederal income tax rate to earnings from continuing operations before income tax expense. A reconciliation of income taxes at the Federalfederal statutory rate to the effective tax rate is summarized in the following table:
|
| | | | | | | | | | | |
| | | | Year ended August 31, | |
| | | | 2013 | | 2012 | | 2011 | |
| | Federal statutory rate | | 35.0 | % | | 35.0 | % | | 35.0 | % | |
| | State income taxes, net of Federal effect | | 0.9 |
| | 1.2 |
| | 0.4 |
| |
| | Net effect of foreign tax rates and credits | | (8.8 | ) | | (14.6 | ) | | (14.0 | ) | |
| | NOL utilization and changes in valuation allowance | | (3.1 | ) | | 0.1 |
| | (3.0 | ) | |
| | Tax contingency reserve | | (5.6 | ) | | (2.2 | ) | | (1.6 | ) | |
| | Prior period correction (1) | | (6.5 | ) | | — |
| | — |
| |
| | Other items | | (2.5 | ) | | (0.5 | ) | | 3.4 |
| |
| | Effective income tax rate | | 9.4 | % | | 19.0 | % | | 20.2 | % | |
|
| | | | | | | | |
| | Year Ended August 31, |
| | 2016 | | 2015 | | 2014 |
| Federal statutory rate | 35.0 | % | | 35.0 | % | | 35.0 | % |
| State income taxes, net of Federal effect | 1.2 |
| | (0.2 | ) | | 0.8 |
|
Net effects of foreign tax rate differential and credits (1) | 1.6 |
| | (58.4 | ) | | (10.5 | ) |
| Domestic manufacturing deduction | 0.3 |
| | (5.1 | ) | | (1.0 | ) |
| Foreign branch currency losses | 4.9 |
| | — |
| | — |
|
Goodwill impairment (2) | (27.0 | ) | | 78.6 |
| | — |
|
Valuation allowance additions and releases (3) | (0.7 | ) | | 15.5 |
| | (8.0 | ) |
Changes in liability for unrecognized tax benefits (4) | (0.9 | ) | | (42.1 | ) | | 3.2 |
|
| Change in income tax accounting method, net | — |
| | — |
| | (5.6 | ) |
| Business divestitures | 3.9 |
| | — |
| | 3.0 |
|
| Other items | 1.0 |
| | (1.6 | ) | | 1.8 |
|
| Effective income tax rate | 19.3 | % | | 21.7 | % | | 18.7 | % |
(1) During the fourth quarter of fiscal 2013,2015, the Company recordedgenerated $10.0 million of foreign tax credits, the result of a $10.6non-recurring non-permanent loan from a foreign subsidiary (which were utilized to reduce fiscal 2015 tax obligations) and had a higher proportion of non-U.S. earnings.
(2) Fiscal 2016 and fiscal 2015 net earnings include a $186.5 million adjustment to properly state deferredand $84.4 million, respectively, impairment of goodwill and intangible assets, of which $68.0 million and $6.3 million, respectively, are deductible for income tax balances associated with its equity compensation programs.purposes.
(3) Additional valuation allowances of $5.7 million were established in fiscal 2015 due to uncertainty regarding utilization of foreign operating loss carryforwards, which were partially offset by the reversal of $2.3 million of previously established reserves.
(4) The correction is not materialliability for unrecognized tax benefits decreased $9.5 million in fiscal 2015 primarily due to current or previously issued financial statements.
ACTUANT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Temporary differences and carryforwards that gave rise to deferred tax assets and liabilities include the following items (in thousands):
|
| | | | | | | | | | |
| | | | August 31, | |
| | | | 2013 | | 2012 | |
| | Deferred income tax assets: | | | | | |
| | Operating loss and tax credit carryforwards | | $ | 35,071 |
| | $ | 16,393 |
| |
| | Compensation related liabilities | | 20,812 |
| | 9,909 |
| |
| | Postretirement benefits | | 7,731 |
| | 10,679 |
| |
| | Inventory reserves | | 7,049 |
| | 8,045 |
| |
| | Book reserves and other items | | 11,523 |
| | 12,781 |
| |
| | Total deferred income tax assets | | 82,186 |
| | 57,807 |
| |
| | Valuation allowance | | (22,777 | ) | | (8,153 | ) | |
| | Net deferred income tax assets | | 59,409 |
| | 49,654 |
| |
| | Deferred income tax liabilities: | | | | | |
| | Depreciation and amortization | | (129,498 | ) | | (156,751 | ) | |
| | Other items | | (1,985 | ) | | (2,098 | ) | |
| | Deferred income tax liabilities | | (131,483 | ) | | (158,849 | ) | |
| | Net deferred income tax liability | | $ | (72,074 | ) | | $ | (109,195 | ) | |
|
| | | | | | | |
| | August 31, |
| | 2016 | | 2015 |
| Deferred income tax assets: | | | |
| Operating loss and tax credit carryforwards | $ | 36,761 |
| | $ | 19,419 |
|
| Compensation related liabilities | 25,086 |
| | 27,047 |
|
| Postretirement benefits | 8,727 |
| | 6,778 |
|
| Inventory | 3,044 |
| | 3,253 |
|
| Book reserves and other items | 8,317 |
| | 11,976 |
|
| Total deferred income tax assets | 81,935 |
| | 68,473 |
|
| Valuation allowance | (8,147 | ) | | (8,053 | ) |
| Net deferred income tax assets | 73,788 |
| | 60,420 |
|
| Deferred income tax liabilities: | | | |
| Depreciation and amortization | (83,020 | ) | | (110,763 | ) |
| Other items | (5,493 | ) | | (4,539 | ) |
| Deferred income tax liabilities | (88,513 | ) | | (115,302 | ) |
| Net deferred income tax liability | $ | (14,725 | ) | | $ | (54,882 | ) |
CertainThe Company has $58.3 million of state loss carryforwards, which are available to reduce future state tax liabilities. These state net operating loss carryforwards expire at various times through 2036. The Company also has $105.4 million of foreign loss carryforwards which are available to reduce certain future foreign tax liabilities. Approximately one-half of the operating
ACTUANT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
foreign loss and tax credit carryforwards may be carried forward indefinitely, withare not subject to any expiration dates, while the remaining $12.9 million expiringother balances expire at various dates between 2014 and 2021.times through 2026. The valuation allowance represents a reserve for operatingdeferred tax assets, including loss and tax credit carryforwards, for which utilization is uncertain.
Changes in the Company’s gross liability for unrecognized tax benefits, excluding interest and penalties, are as follows (in thousands):
|
| | | | | | | | | | | | | | |
| | | | 2013 | | 2012 | | 2011 | |
| | Beginning balance | | $ | 24,608 |
| | $ | 26,179 |
| | $ | 28,225 |
| |
| | Increase for tax positions taken in a prior period | | 3,601 |
| | 3,400 |
| | 4,026 |
| |
| | Decrease for tax positions taken in a prior period | | (7,622 | ) | | (4,579 | ) | | (6,072 | ) | |
| | Decrease due to settlements | | (2,581 | ) | | (392 | ) | | — |
| |
| | Ending balance | | $ | 18,006 |
| | $ | 24,608 |
| | $ | 26,179 |
| |
|
| | | | | | | | | | | |
| | 2016 | | 2015 | | 2014 |
| Beginning balance | $ | 29,924 |
| | $ | 39,509 |
| | $ | 18,006 |
|
| Increases based on tax positions related to the current year | 1,050 |
| | 2,183 |
| | 28,053 |
|
| Increase for tax positions taken in a prior period | 475 |
| | 8,935 |
| | — |
|
| Decrease for tax positions taken in a prior period | — |
| | (633 | ) | | — |
|
| Decrease due to lapse of statute of limitations | (1,027 | ) | | (4,464 | ) | | (7,030 | ) |
| Decrease due to settlements | — |
| | (14,180 | ) | | — |
|
| Changes in foreign currency exchange rates | (1,248 | ) | | (1,426 | ) | | 480 |
|
| Ending balance | $ | 29,174 |
| | $ | 29,924 |
| | $ | 39,509 |
|
Substantially all of these unrecognized tax benefits, if recognized, would impact the effective income tax rate. As of August 31, 2013, 20122016, 2015 and 2011,2014, the Company recognized $2.9$2.3 million,, $4.5 $1.8 million and $5.1$2.0 million,, respectively for interest and penalties related to unrecognized tax benefits. The Company recognizes interest and penalties related to underpayment of income taxes as a component of income tax expense. With few exceptions, the Company is no longer subject to U.S. federal, state and local and foreign income tax examinations by tax authorities in our major tax jurisdictions for years beforeprior to fiscal 2006. The Company believes it is reasonably possible that the total amount of unrecognized tax benefits could decrease by up to $4.3$4.7 million within the next twelve months.
The Company’s policy is to remit earnings from foreign subsidiaries only to the extent any resultant foreign income taxes are creditablethe remittance does not result in the United States.an incremental U.S. tax liability. Accordingly, the Company does not currently provide for the additional United StatesU.S. and foreign income taxes which would become payable upon remission of undistributed earnings of foreign subsidiaries. Undistributed earnings on which additional income taxes have not been provided amounted to approximately $427.1$302.4 million at August 31, 2013.2016. If all such undistributed earnings were remitted, an additional income tax provision of approximately $79.8$39.2 million would have been necessary as of August 31, 2013.2016.
Earnings (loss) before income taxes from continuing operations, are summarized as follows (in thousands):
|
| | | | | | | | | | | |
| | Year Ended August 31, |
| | 2016 | | 2015 | | 2014 |
| Domestic | $ | (19,182 | ) | | $ | 14,593 |
| | $ | 84,854 |
|
| Foreign | (111,162 | ) | | 10,798 |
| | 89,172 |
|
| | $ | (130,344 | ) | | $ | 25,391 |
| | $ | 174,026 |
|
Both domestic and foreign pre-tax earnings are impacted by changes in operating earnings, acquisition and divestiture activities, restructuring charges and the related benefits, growth investments, debt levels and the impact of changes in foreign currency exchange rates. In fiscal 2016, domestic earnings included a non-cash impairment charge of $49.0 million and a $5.1 million loss on the Sanlo divestiture while foreign earnings included a $137.5 million non-cash impairment charge. Fiscal 2015 domestic and foreign earnings were lower than the prior year, due to a non-cash impairment charge of $20.3 million and $64.1 million, respectively, while fiscal 2014 domestic earnings included a $13.5 million gain on the RV product line divestiture. Approximately 53%, 68% and 51% of pre-tax earnings (excluding impairment charges) were generated in foreign jurisdictions with tax rates lower than the U.S. federal income tax rate during fiscal 2016, 2015 and 2014, respectively.
Cash paid for income taxes, net of refunds totaled $21.4 million, 26.4 million, and $57.2 million (including tax due on divestitures) during the years ended August 31, 2016, 2015 and 2014, respectively.
ACTUANT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Earnings before income taxes, for continuing operations, are summarized as follows (in thousands):
|
| | | | | | | | | | | | | | |
| | | | Year Ended August 31, | |
| | | | 2013 | | 2012 | | 2011 | |
| | Domestic | | $ | 67,392 |
| | $ | 65,685 |
| | $ | 47,445 |
| |
| | Foreign | | 95,557 |
| | 88,945 |
| | 90,576 |
| |
| | | | $ | 162,949 |
| | $ | 154,630 |
| | $ | 138,021 |
| |
Both domestic and foreign pre-tax earnings are impacted by changes in sales levels, acquisition and divestiture activities (see Note 2, “Acquisitions” and Note 3, “Discontinued Operations”), restructuring costs and the related benefits, growth investments, debt levels, interest rates and the impact of changes in foreign currency exchange rates. In addition, fiscal 2012 domestic pre-tax earnings include a $16.8 million (domestic) debt refinancing charge.
Cash paid for income taxes, net of refunds was $42.1 million, $56.5 million and $23.1 million during the years ended August 31, 2013, 2012 and 2011, respectively.
Note 11. Capital Stock and Share Repurchases
The authorized common stock of the Company as of August 31, 20132016 consisted of 168,000,000 shares of Class A common stock, $0.20 par value, of which 77,001,14479,393,393 shares were issued and 73,017,63158,953,959 outstanding; 1,500,000 shares of Class B common stock, $0.20 par value, none of which were issued and outstanding; and 160,000 shares of cumulative preferred stock, $1.00 par value (“preferred stock”), none of which have been issued. Holders of both classes of the Company’s common stock are entitled to dividends, as the Company’s boardBoard of directorsDirectors may declare out of funds legally available, subject to any contractual restrictions on the payment of dividends or other distributions on the common stock. If the Company were to issue any of its preferred stock, no dividends could be paid or set apart for payment on shares of common stock, unless paid in common stock, until dividends on all of the issued and outstanding shares of preferred stock had been paid or set apart for payment and provision had been made for any mandatory sinking fund payments.
On September 28, 2011, the Company’sThe Company's Board of Directors authorized a share buyback program forapproved four separate authorizations (September 2011, March 2014, October 2014 and March 2015) to repurchase up to 7,000,000 shares each of the Company’s Class Aoutstanding common stock. The share repurchase plan may be implemented from time to time on the open market or in privately negotiated transactions, with repurchased shares available for use in connection with the Company’s stock-based compensation plans and for other corporate purposes. As of At August 31, 2013 a total of 3,983,5132016, cumulative shares had been repurchased totaled 20,439,434, leaving 7,560,566 shares authorized for future buy backs under this program.these authorizations.
ACTUANT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Earnings Per Share
The following table sets forth the computation of basic and diluted earnings (loss) per share (in thousands, except per share amounts):
|
| | | | | | | | | | | | |
| | | Year Ended August 31, |
| | | 2013 | | 2012 | | 2011 |
| Numerator: | | | | | | |
| Net earnings | | $ | 30,048 |
| | $ | 87,290 |
| | $ | 111,559 |
|
| Plus: 2% Convertible Notes financings costs, net of taxes | | — |
| | 425 |
| | 1,755 |
|
| Net earnings for diluted earnings per share | | $ | 30,048 |
| | $ | 87,715 |
| | $ | 113,314 |
|
| Denominator: | | | | | | |
| Weighted average common shares outstanding for basic earnings per share | | 72,979 |
| | 70,099 |
| | 68,254 |
|
| Net effect of dilutive securities—employee stock compensation plans | | 1,601 |
| | 1,119 |
| | 1,089 |
|
| Net effect of 2% Convertible Notes based on the if-converted method | | — |
| | 3,722 |
| | 5,962 |
|
| Weighted average common shares outstanding for diluted earnings per share | | 74,580 |
| | 74,940 |
| | 75,305 |
|
| | | | | | | |
| Basic Earnings Per Share: | | $ | 0.41 |
| | $ | 1.25 |
| | $ | 1.63 |
|
| | | | | | | |
| Diluted Earnings Per Share: | | $ | 0.40 |
| | $ | 1.17 |
| | $ | 1.50 |
|
|
| | | | | | | | | | | |
| | Year Ended August 31, |
| | 2016 | | 2015 | | 2014 |
| Numerator: | | | | | |
| Net earnings (loss) | $ | (105,174 | ) | | $ | 19,872 |
| | $ | 163,573 |
|
| Denominator: | | | | | |
| Weighted average common shares outstanding - basic | 59,010 |
| | 61,262 |
| | 70,942 |
|
Net effect of dilutive securities - stock based compensation plans (1) | — |
| | 793 |
| | 1,544 |
|
| Weighted average common shares outstanding - diluted | 59,010 |
| | 62,055 |
| | 72,486 |
|
| | | | | | |
| Basic Earnings (Loss) Per Share: | $ | (1.78 | ) | | $ | 0.32 |
| | $ | 2.31 |
|
| Diluted Earnings (Loss) Per Share: | $ | (1.78 | ) | | $ | 0.32 |
| | $ | 2.26 |
|
| | | | | | |
| Anti-dilutive securities from stock based compensation plans (excluded from earnings per share calculation) | 4,832 |
| | 2,056 |
| | 522 |
|
At August 31, (1) 2013, 2012 and 2011, outstanding shareAs a result of the impairment charges which caused a net loss in fiscal 2016, shares from stock based awards to acquire 619,000, 2,582,000 and 2,582,000 shares of common stock were not included incompensation plans are excluded from the computationcalculation of diluted earnings (loss) per share, becauseas the effectresult would have beenbe anti-dilutive.
Note 12. Stock Plans
Stock options may be granted to key employees and directors under the Actuant Corporation 2009 Omnibus Incentive Plan (the “Plan”). At August 31, 20132016, 9,400,000 shares of Class A common stock were authorized for issuance under the Plan, of which 4,503,3941,935,182 shares were available for future award grants. The Plan permits the Company to grant share-based awards, including stock options, and restricted stock and performance shares (the "Performance Shares") to employees and directors. Options generally have a maximum term of ten years, an exercise price equal to 100% of the fair market value of the Company’s common stock at the date of grant and generally vest 50% after three years and 100% after five years. The Company’s restricted stock grants generally have similar vesting provisions. In addition, in fiscal 2012 the Company began issuing Performance Shares under the Plan. The Performance Sharesperformance shares include a three-year performance period, with vesting based 50% on achievement of an absolute Free Cash Flow Conversionfree cash flow conversion target and 50% on the Company’s Total Shareholder Return (TSR)total shareholder return ("TSR") relative to the S&P 600 SmallCap Industrial index. The provisions of share-based awards may vary by individual grant with respect to vesting period, dividend and voting rights, performance conditions and forfeitures.
A summary of stock option activity during fiscal 2013 is as follows:
|
| | | | | | | | | | | | | |
| | | Shares | | Weighted-Average
Exercise Price (Per Share) | | Weighted-Average
Remaining Contractual
Term | | Aggregate
Intrinsic Value |
| Outstanding on September 1, 2012 | | 5,289,384 |
| | $ | 22.33 |
| | | | |
| Granted | | 276,136 |
| | 28.70 |
| | | | |
| Exercised | | (1,278,626 | ) | | 19.48 |
| | | | |
| Forfeited | | (107,343 | ) | | 22.10 |
| | | | |
| Outstanding on August 31, 2013 | | 4,179,551 |
| | $ | 23.66 |
| | 5.3 | | $ | 48.8 | million |
| Exercisable on August 31, 2013 | | 2,609,876 |
| | $ | 23.92 |
| | 4.2 | | $ | 30.8 | million |
ACTUANT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
A summary of stock option activity during fiscal 2016 is as follows:
|
| | | | | | | | | | | | | |
| | | Shares | | Weighted-Average
Exercise Price
(Per Share) | | Weighted-Average
Remaining Contractual
Term | | Aggregate
Intrinsic Value |
| Outstanding on September 1, 2015 | | 3,852,663 |
| | $ | 24.47 |
| | | | |
| Granted | | 445,093 |
| | 22.22 |
| | | | |
| Exercised | | (175,950 | ) | | 20.27 |
| | | | |
| Forfeited | | (643,744 | ) | | 26.85 |
| | | | |
| Outstanding on August 31, 2016 | | 3,478,062 |
| | $ | 23.96 |
| | 4.8 | | $ | 6.3 | million |
| Exercisable on August 31, 2016 | | 2,471,907 |
| | $ | 24.29 |
| | 3.2 | | $ | 4.6 | million |
Intrinsic value is the difference between the market value of the stock at August 31, 20132016 and the exercise price which is aggregated for all options outstanding and exercisable. A summary of the weighted-average grant-date fair value of options, total intrinsic value of options exercised, and cash receipts from options exercised is shownsummarized below (in thousands, except per share amounts):
|
| | | | | | | | | | | | | | |
| | | | Year Ended August 31, | |
| | | | 2013 | | 2012 | | 2011 | |
| | Weighted-average fair value of options granted (per share) | | $ | 10.49 |
| | $ | 8.73 |
| | $ | 10.74 |
| |
| | Intrinsic value of options exercised | | 15,803 |
| | 7,946 |
| | 7,540 |
| |
| | Cash receipts from exercise of options | | 24,840 |
| | 6,550 |
| | 4,324 |
| |
|
| | | | | | | | | | | |
| | Year Ended August 31, |
| | 2016 | | 2015 | | 2014 |
| Weighted-average fair value of options granted (per share) | $ | 8.63 |
| | $ | 8.35 |
| | $ | 14.46 |
|
| Intrinsic value of options exercised | 989 |
| | 366 |
| | 16,380 |
|
| Cash receipts from exercise of options | 3,564 |
| | 1,147 |
| | 22,423 |
|
A summary of restricted stock activity (including Performance Shares) during fiscal 20132016 is as follows:
|
| | | | | | | |
| | | | Number of
Shares | | Weighted-Average Fair Value at Grant Date (Per Share) | |
| | Outstanding August 31, 2012 | | 1,507,443 |
| | $23.85 | |
| | Granted | | 430,793 |
| | 29.18 | |
| | Forfeited | | (131,688 | ) | | 22.76 | |
| | Vested | | (212,359 | ) | | 20.46 | |
| | Outstanding August 31, 2013 | | 1,594,189 |
| | 25.83 | |
|
| | | | |
| | Number of
Shares | | Weighted-Average Fair Value at Grant Date (Per Share) |
| Outstanding on August 31, 2015 | 1,197,268 |
| | $28.13 |
| Granted | 793,648 |
| | 22.64 |
| Forfeited | (306,339 | ) | | 26.83 |
| Vested | (331,072 | ) | | 28.25 |
| Outstanding on August 31, 2016 | 1,353,505 |
| | 25.21 |
As of August 31, 2013,2016, there was $29.8$24.8 million of total unrecognized compensation cost related to share-based awards, including stock options and restricted stock awards/units. That cost is expected tounits, which will be recognized over a weighted average period of 2.93.0 years. The total fair value of sharesshare-based awards that vested during the fiscal years ended August 31, 20132016 and 20122015 was $6.2$12.4 million and $3.3$14.2 million,, respectively.
The Company generally records compensation expense (overover the vesting period)period for restricted stock awards based on the market value of Actuant common stock on the grant date. Stock based compensation expense is determined using a binomial pricing model for options. The fair value of Performance Shares with market vesting conditions is determined utilizing a Monte Carlo simulation model. Assumptions used to determine the fair value of each option were based upon historical data and standard industry valuation practices and methodology. The following weighted-average assumptions were used in each fiscal year:
|
| | | | | | | | | | | |
| | | | Fiscal Year Ended August 31, | |
| | | | 2013 | | 2012 | | 2011 | |
| | Dividend yield | | 0.14 | % | | 0.18 | % | | 0.15 | % | |
| | Expected volatility | | 38.36 | % | | 39.97 | % | | 39.62 | % | |
| | Risk-free rate of return | | 0.84 | % | | 1.19 | % | | 2.53 | % | |
| | Expected forfeiture rate | | 15 | % | | 15 | % | | 15 | % | |
| | Expected life | | 6.1 years |
| | 6.1 years |
| | 6.1 years |
| |
|
| | | | | | | | |
| | Fiscal Year Ended August 31, |
| | 2016 | | 2015 | | 2014 |
| Dividend yield | 0.19 | % | | 0.15 | % | | 0.11 | % |
| Expected volatility | 38.06 | % | | 37.80 | % | | 38.30 | % |
| Risk-free rate of return | 2.06 | % | | 1.19 | % | | 0.70 | % |
| Expected forfeiture rate | 13 | % | | 14 | % | | 14 | % |
| Expected life | 6.1 years |
| | 6.1 years |
| | 6.1 years |
|
ACTUANT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Note 13. Business Segment, Geographic and Customer Information
The Company is a global manufacturer of a broad range of industrial products and systems and is organized into three reportable segments: Industrial, Energy and Engineered Solutions. The Industrial segment is primarily involved in the design, manufacture and distribution of branded hydraulic and mechanical tools to the maintenance, industrial, infrastructure and production automation markets. The Energy segment provides joint integrity products and services, customized offshore vessel mooring solutions, as well as rope and cable solutions to the global oil & gas, power generation and energyother markets. The Engineered Solutions segment provides highly engineered position and motion control systems to OEMsoriginal equipment manufacturers (“OEM”) in various on and off-highway vehicle markets, as well as a variety of other products to the industrial and agricultural markets.
The following tables summarize financial information by reportable segment and product line (in thousands):
|
| | | | | | | | | | | | |
| | | Year Ended August 31, |
| | | 2013 | | 2012 | | 2011 |
| Net Sales by Segment: | | | | | | |
| Industrial | | $ | 422,620 |
| | $ | 419,295 |
| | $ | 393,013 |
|
| Energy | | 363,372 |
| | 349,163 |
| | 293,060 |
|
| Engineered Solutions | | 493,750 |
| | 508,063 |
| | 473,237 |
|
| | | $ | 1,279,742 |
| | $ | 1,276,521 |
| | $ | 1,159,310 |
|
| Net Sales by Reportable Product Line: | | | | | | |
| Industrial | | $ | 422,620 |
| | $ | 419,295 |
| | $ | 393,013 |
|
| Energy | | 363,372 |
| | 349,163 |
| | 293,060 |
|
| Vehicle Systems | | 253,073 |
| | 279,549 |
| | 328,763 |
|
| Other | | 240,677 |
| | 228,514 |
| | 144,474 |
|
| | | $ | 1,279,742 |
| | $ | 1,276,521 |
| | $ | 1,159,310 |
|
| Operating Profit (Loss): | | | | | | |
| Industrial | | $ | 117,644 |
| | $ | 114,777 |
| | $ | 98,415 |
|
| Energy | | 63,280 |
| | 62,205 |
| | 49,345 |
|
| Engineered Solutions | | 40,328 |
| | 60,851 |
| | 63,612 |
|
| General Corporate | | (31,107 | ) | | (33,319 | ) | | (38,485 | ) |
| | | $ | 190,145 |
| | $ | 204,514 |
| | $ | 172,887 |
|
| Depreciation and Amortization: | | | | | | |
| Industrial | | $ | 8,553 |
| | $ | 8,358 |
| | $ | 8,655 |
|
| Energy | | 18,451 |
| | 18,115 |
| | 18,152 |
|
| Engineered Solutions | | 16,949 |
| | 15,093 |
| | 13,916 |
|
| General Corporate | | 2,145 |
| | 2,030 |
| | 2,579 |
|
| Discontinued Operations | | 7,804 |
| | 10,667 |
| | 9,694 |
|
| | | $ | 53,902 |
| | $ | 54,263 |
| | $ | 52,996 |
|
| Capital Expenditures: | | | | | | |
| Industrial | | $ | 3,524 |
| | $ | 5,333 |
| | $ | 3,590 |
|
| Energy | | 9,417 |
| | 8,962 |
| | 8,978 |
|
| Engineered Solutions | | 7,001 |
| | 3,463 |
| | 5,966 |
|
| General Corporate | | 867 |
| | 1,905 |
| | 1,902 |
|
| Discontinued Operations | | 2,859 |
| | 3,077 |
| | 2,660 |
|
| | | $ | 23,668 |
| | $ | 22,740 |
| | $ | 23,096 |
|
|
| | | | | | | | | | | | |
| | | Year Ended August 31, |
| | | 2016 | | 2015 | | 2014 |
| Net Sales by Reportable Product Line & Segment: | | | | | | |
| Industrial Segment: | | | | | | |
| Integrated Solutions | | $ | 44,985 |
| | $ | 47,294 |
| | $ | 52,962 |
|
| Industrial Tools | | 314,832 |
| | 355,170 |
| | 360,940 |
|
| | 359,817 |
| | 402,464 |
| | 413,901 |
|
| Energy Segment: | | | | | | |
| Energy Maintenance & Integrity | | 278,881 |
| | 246,357 |
| | 267,500 |
|
| Other Energy Services | | 113,849 |
| | 165,518 |
| | 194,869 |
|
| | | 392,731 |
| | 411,875 |
| | 462,368 |
|
| Engineered Solutions Segment: | | | | | | |
| On-Highway | | 209,575 |
| | 220,889 |
| | 272,201 |
|
| Agriculture, Off-Highway and Other | | 187,287 |
| | 214,026 |
| | 251,391 |
|
| | | 396,862 |
| | 434,915 |
| | 523,592 |
|
| | | $ | 1,149,410 |
| | $ | 1,249,254 |
| | $ | 1,399,862 |
|
| | | | | | | |
| Operating Profit (Loss): | |
|
| |
|
| |
|
|
| Industrial | | $ | 79,773 |
| | $ | 105,652 |
| | $ | 120,250 |
|
Energy (1) | | (107,528 | ) | | (41,351 | ) | | 56,412 |
|
Engineered Solutions (2) | | (42,991 | ) | | 19,789 |
| | 55,430 |
|
| Corporate | | (29,471 | ) | | (30,536 | ) | | (28,984 | ) |
| | | $ | (100,217 | ) | | $ | 53,554 |
| | $ | 203,108 |
|
(1) Energy segment operating profit (loss) includes impairment charges of $140.9 million and $84.4 million in fiscal 2016 and 2015, respectively.
(2) Engineered Solutions segment operating profit (loss) includes an impairment charge of $45.7 million in fiscal 2016.
|
| | | | | | | | | | | | |
| Depreciation and Amortization: | | | | | | |
| Industrial | | $ | 8,175 |
| | $ | 8,257 |
| | $ | 7,597 |
|
| Energy | | 21,944 |
| | 26,532 |
| | 33,983 |
|
| Engineered Solutions | | 15,910 |
| | 16,652 |
| | 17,602 |
|
| Corporate | | 1,749 |
| | 1,798 |
| | 1,453 |
|
| | | $ | 47,777 |
| | $ | 53,239 |
| | $ | 60,635 |
|
| | | | | | |
| Capital Expenditures | |
|
| |
|
| |
|
|
| Industrial | | $ | 2,570 |
| | $ | 1,249 |
| | $ | 3,349 |
|
| Energy | | 9,355 |
| | 11,864 |
| | 26,787 |
|
| Engineered Solutions | | 5,974 |
| | 8,472 |
| | 8,763 |
|
| Corporate | | 2,310 |
| | 931 |
| | 2,958 |
|
| | | $ | 20,209 |
| | $ | 22,516 |
| | $ | 41,857 |
|
ACTUANT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
| | | | | August 31, | | August 31, |
| | | 2013 | | 2012 | | 2016 | | 2015 |
| Assets: | | | | | |
|
| |
|
|
| Industrial | | $ | 280,110 |
| | $ | 268,735 |
| | $ | 308,222 |
| | $ | 293,738 |
|
| Energy | | 817,547 |
| | 540,409 |
| | 479,169 |
| | 601,521 |
|
| Electrical | | — |
| | 437,914 |
| |
| Engineered Solutions | | 652,581 |
| | 667,550 |
| | 493,840 |
| | 588,200 |
|
| General Corporate | | 96,488 |
| | 92,511 |
| |
| Assets of discontinued operations | | 272,606 |
| | — |
| |
| Corporate | | | 161,307 |
| | 153,458 |
|
| | | $ | 2,119,332 |
| | $ | 2,007,119 |
| | $ | 1,442,538 |
| | $ | 1,636,917 |
|
In addition to the impact of changes in foreign currency exchange rates, the comparability of segment and product line information is impacted by acquisition/divestiture activities, impairment charges, restructuring costs and related benefits. Corporate assets, which are not allocated, principally represent cash and cash equivalents, capitalized debt issuance costs and deferred income taxes.
The following tables summarize financial information from continuing operationssales and long-lived assets (fixed assets and other long-term assets) by geographic region (in thousands):
|
| | | | | | | | | | | | | | |
| | | | Year Ended August 31, | |
| | | | 2013 | | 2012 | | 2011 | |
| | Net Sales: | | | | | | | |
| | United States | | $ | 549,057 |
| | $ | 599,831 |
| | $ | 479,070 |
| |
| | Netherlands | | 159,396 |
| | 185,112 |
| | 207,787 |
| |
| | United Kingdom | | 144,131 |
| | 141,037 |
| | 116,935 |
| |
| | Australia | | 68,255 |
| | 47,472 |
| | 27,854 |
| |
| | France | | 52,806 |
| | 48,681 |
| | 49,971 |
| |
| | All other | | 306,097 |
| | 254,388 |
| | 277,693 |
| |
| | | | $ | 1,279,742 |
| | $ | 1,276,521 |
| | $ | 1,159,310 |
| |
| | | | | | | | | |
| | | | August 31, | | | |
| | | | 2013 | | 2012 | | | |
| | Long-lived Assets: | | | | | | | |
| | Norway | | $ | 59,557 |
| | $ | 941 |
| | | |
| | United Kingdom | | 54,136 |
| | 17,672 |
| | | |
| | United States | | 41,161 |
| | 50,950 |
| | | |
| | China | | 19,551 |
| | 20,166 |
| | | |
| | Netherlands | | 10,418 |
| | 12,166 |
| | | |
| | All other | | 20,358 |
| | 17,725 |
| | | |
| | | | $ | 205,181 |
| | $ | 119,620 |
| | | |
|
| | | | | | | | | | | | |
| | | Year Ended August 31, |
| | | 2016 | | 2015 | | 2014 |
| Net Sales: | |
|
| |
|
| |
|
|
| United States | | $ | 477,670 |
| | $ | 526,061 |
| | $ | 573,590 |
|
| Netherlands | | 143,517 |
| | 139,432 |
| | 151,549 |
|
| United Kingdom | | 115,183 |
| | 113,743 |
| | 162,508 |
|
| Australia | | 62,779 |
| | 94,319 |
| | 82,778 |
|
| United Arab Emirates | | 55,906 |
| | 44,211 |
| | 18,101 |
|
| All other | | 294,355 |
| | 331,488 |
| | 411,336 |
|
| | $ | 1,149,410 |
| | $ | 1,249,254 |
| | $ | 1,399,862 |
|
|
| | | | | | | | |
| | | August 31, |
| | | 2016 | | 2015 |
| Long-lived Assets: | | | | |
| United States | | $ | 32,205 |
| | $ | 41,645 |
|
| China | | 16,863 |
| | 18,199 |
|
| Australia | | 15,399 |
| | 15,227 |
|
| United Kingdom | | 9,914 |
| | 21,704 |
|
| United Arab Emirates | | 8,399 |
| | 1,104 |
|
| All other | | 34,399 |
| | 47,183 |
|
| | $ | 117,179 |
| | $ | 145,062 |
|
The Company’s largest customer accounted for less than 3.0%3% of sales in each of the last three fiscal years. Export sales from domestic operations were approximately 8.0%6% of total net sales in each of the periods presented. In fiscal 2016, sales of products contributed approximately 80% of consolidated net sales, with the remaining revenue generated from engineering and technical manpower services, rental contracts and other sources. We provide certain Energy segment customers bundled products, services and rental assets. Further, our systems do not allocate costs between these sales categories. As a result, it is neither practical nor cost effective to disaggregate revenue and cost of sales separately for product sales, rental income and service revenue.
Note 14. Contingencies and Litigation
The Company had outstanding letters of credit of $10.717.8 million and $8.518.1 million at August 31, 20132016 and 20122015, respectively, the majority of which securerelate to commercial contracts and self-insured workers compensation obligations.programs.
The Company is a party to various legal proceedings that have arisen in the normal course of its business. These legal proceedings typically include product liability, environmental, labor, patent claims and divestitureother disputes. The Company has recorded reserves for loss contingencies based on the specific circumstances of each case. Such reserves are recorded when it is probable that a loss has been incurred as of the balance sheet date,and can be reasonably estimated and is not covered by insurance.estimated. In the opinion of management, the resolution of these
ACTUANT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
contingencies willare not expected to have a material adverse effect on the Company’s financial condition, results of operations or cash flows.
ACTUANT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The Company remains contingently liable for lease payments under leases of businesses that it previously divested or spun-off, in the event that such businesses are unable to fulfill their future lease payment obligations. The discounted present value of future minimum lease payments for these leases was $10.9$16.0 million at August 31, 20132016 (including $12.3 million related to the former Electrical segment).
The Company has facilities in numerous geographic locations that are subject to a range of environmental laws and regulations. Environmental expenditures over the past three years have not been material. Management believes that such costs will not have a material adverse effect on the Company’s financial position, results of operations or cash flows.
Note 15. Guarantor Subsidiaries
On April 16, 2012, Actuant Corporation (the “Parent”) issued $300.0 million of 5.625% Senior Notes.Notes, of which $288.1 million remains outstanding as of August 31, 2016. 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, 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 changeschanges.
During the fourth quarter of fiscal 2015 four non-guarantor wholly-owned subsidiaries were pledged as collateral under the debt agreement, which resulted in a change in entity status from non-guarantor to guarantor. This change was not properly reflected in the guarantor subsidiary footnote in fiscal 2015. In fiscal 2016, the Company corrected the classification of these entities as guarantors and non-cash intercompany dividends.all prior periods were recast to conform to the current guarantor structure. The impact of this change was to increase cash flow from operations of the guarantors by $12.3 million and $1.8 million in fiscal 2015 and 2014, respectively. This change had no impact on consolidated results of operations or financial position.
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.
ACTUANT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
CONDENSED CONSOLIDATING STATEMENTS OF EARNINGSOPERATIONS AND COMPREHENSIVE 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 | | 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 |
|
|
| | | | | | | | | | | | | | | | | | | | |
| | | Year Ended August 31, 2016 |
| | | Parent | | Guarantors | | Non-Guarantors | | Eliminations | | Consolidated |
| Net sales | | $ | 135,679 |
| | $ | 361,209 |
| | $ | 652,522 |
| | $ | — |
| | $ | 1,149,410 |
|
| Cost of products sold | | 34,576 |
| | 263,197 |
| | 448,240 |
| | — |
| | 746,013 |
|
| Gross profit | | 101,103 |
| | 98,012 |
| | 204,282 |
| | — |
| | 403,397 |
|
| Selling, administrative and engineering expenses | | 69,677 |
| | 69,382 |
| | 135,438 |
| | — |
| | 274,497 |
|
| Restructuring charges | | 2,426 |
| | 3,455 |
| | 8,690 |
| | — |
| | 14,571 |
|
| Amortization of intangible assets | | 1,272 |
| | 13,287 |
| | 8,384 |
| | — |
| | 22,943 |
|
| Loss on product line divestiture | | — |
| | 5,092 |
| | — |
| | — |
| | 5,092 |
|
| Impairment charges | | — |
| | 49,012 |
| | 137,499 |
| | — |
| | 186,511 |
|
| Operating profit (loss) | | 27,728 |
| | (42,216 | ) | | (85,729 | ) | | — |
| | (100,217 | ) |
| Financing costs, net | | 30,123 |
| | — |
| | (1,355 | ) | | — |
| | 28,768 |
|
| Intercompany (income) expense, net | | (20,445 | ) | | (9,999 | ) | | 30,444 |
| | — |
| | — |
|
| Intercompany dividends | | — |
| | — |
| | (5,338 | ) | | 5,338 |
| | — |
|
| Other expense, net | | 914 |
| | 54 |
| | 391 |
| | — |
| | 1,359 |
|
| Earnings (loss) before income taxes | | 17,136 |
| | (32,271 | ) | | (109,871 | ) | | (5,338 | ) | | (130,344 | ) |
| Income tax expense (benefit) | | (8,729 | ) | | 519 |
| | (17,046 | ) | | 86 |
| | (25,170 | ) |
| Net earnings (loss) before equity in earnings (loss) of subsidiaries | | 25,865 |
| | (32,790 | ) | | (92,825 | ) | | (5,424 | ) | | (105,174 | ) |
| Equity in earnings (loss) of subsidiaries | | (131,037 | ) | | (83,747 | ) | | 3,024 |
| | 211,760 |
| | — |
|
| Net loss | | (105,174 | ) | | (116,537 | ) | | (89,801 | ) | | 206,336 |
| | (105,174 | ) |
| Comprehensive loss | | $ | (143,357 | ) | | $ | (157,344 | ) | | $ | (83,802 | ) | | $ | 241,146 |
| | $ | (143,357 | ) |
ACTUANT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
CONDENSED CONSOLIDATING STATEMENTS OF EARNINGSOPERATIONS AND COMPREHENSIVE LOSS
(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 |
|
|
| | | | | | | | | | | | | | | | | | | | |
| | | Year Ended August 31, 2015 |
| | | Parent | | Guarantors | | Non-Guarantors | | Eliminations | | Consolidated |
| Net sales | | $ | 158,836 |
| | $ | 385,476 |
| | $ | 704,942 |
| | $ | — |
| | $ | 1,249,254 |
|
| Cost of products sold | | 40,858 |
| | 280,081 |
| | 466,474 |
| | — |
| | 787,413 |
|
| Gross profit | | 117,978 |
| | 105,395 |
| | 238,468 |
| | — |
| | 461,841 |
|
| Selling, administrative and engineering expenses | | 74,588 |
| | 69,041 |
| | 155,972 |
| | — |
| | 299,601 |
|
| Impairment charges | | — |
| | 20,249 |
| | 64,104 |
| | — |
| | 84,353 |
|
| Amortization of intangible assets | | 1,272 |
| | 13,061 |
| | 10,000 |
| | — |
| | 24,333 |
|
| Operating profit | | 42,118 |
| | 3,044 |
| | 8,392 |
| | — |
| | 53,554 |
|
| Financing costs, net | | 29,295 |
| | — |
| | (1,238 | ) | | — |
| | 28,057 |
|
| Intercompany (income) expense, net | | (19,727 | ) | | (8,835 | ) | | 28,562 |
| | — |
| | — |
|
| Intercompany dividends | | (212 | ) | | (243 | ) | | (10,707 | ) | | 11,162 |
| | — |
|
| Other expense (income), net | | 160 |
| | (84 | ) | | 30 |
| | — |
| | 106 |
|
| Earnings before income taxes | | 32,602 |
| | 12,206 |
| | (8,255 | ) | | (11,162 | ) | | 25,391 |
|
| Income tax expense (benefit) | | (8,218 | ) | | 4,056 |
| | 10,939 |
| | (1,258 | ) | | 5,519 |
|
| Net earnings (loss) before equity in earnings (loss) of subsidiaries | | 40,820 |
| | 8,150 |
| | (19,194 | ) | | (9,904 | ) | | 19,872 |
|
| Equity in earnings (loss) of subsidiaries | | (20,948 | ) | | (1,720 | ) | | 6,520 |
| | 16,148 |
| | — |
|
| Net earnings (loss) | | 19,872 |
| | 6,430 |
| | (12,674 | ) | | 6,244 |
| | 19,872 |
|
| Comprehensive loss | | $ | (125,360 | ) | | $ | (10,689 | ) | | $ | (88,431 | ) | | $ | 99,120 |
| | $ | (125,360 | ) |
ACTUANT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
CONDENSED CONSOLIDATING STATEMENTS OF EARNINGS AND COMPREHENSIVE INCOME
(in thousands)
| | | | | Year Ended August 31, 2011 | | Year Ended August 31, 2014 |
| | | Parent | | Guarantors | | Non-Guarantors | | Eliminations | | Consolidated | | Parent | | Guarantors | | Non-Guarantors | | Eliminations | | Consolidated |
| Net sales | | $ | 170,094 |
| | $ | 302,911 |
| | $ | 686,305 |
| | $ | — |
| | $ | 1,159,310 |
| | $ | 195,573 |
| | $ | 409,848 |
| | $ | 794,441 |
| | $ | — |
| | $ | 1,399,862 |
|
| Cost of products sold | | 55,256 |
| | 200,332 |
| | 438,920 |
| | — |
| | 694,508 |
| | 57,464 |
| | 290,840 |
| | 504,686 |
| | — |
| | 852,990 |
|
| Gross profit | | 114,838 |
| | 102,579 |
| | 247,385 |
| | — |
| | 464,802 |
| | 138,109 |
| | 119,008 |
| | 289,755 |
| | — |
| | 546,872 |
|
| Selling, administrative and engineering expenses | | 87,333 |
| | 57,288 |
| | 125,771 |
| | — |
| | 270,392 |
| | 96,220 |
| | 54,699 |
| | 181,174 |
| | — |
| | 332,093 |
|
| Loss (gain) on product line divestiture | | | 1,200 |
| | (14,695 | ) | | — |
| | — |
| | (13,495 | ) |
| Amortization of intangible assets | | 335 |
| | 12,060 |
| | 9,128 |
| | — |
| | 21,523 |
| | 1,272 |
| | 12,687 |
| | 11,207 |
| | — |
| | 25,166 |
|
| Operating profit | | 27,170 |
| | 33,231 |
| | 112,486 |
| | — |
| | 172,887 |
| | 39,417 |
| | 66,317 |
| | 97,374 |
| | — |
| | 203,108 |
|
| Financing costs, net | | 31,912 |
| | (1 | ) | | 208 |
| | — |
| | 32,119 |
| | 25,611 |
| | 3 |
| | (569 | ) | | — |
| | 25,045 |
|
| Intercompany expense (income), net | | (16,924 | ) | | 14,670 |
| | 2,254 |
| | — |
| | — |
| |
| Intercompany (income) expense, net | | | (27,601 | ) | | (5,760 | ) | | 33,361 |
| | — |
| | — |
|
| Other expense (income), net | | (4,519 | ) | | 112 |
| | 7,154 |
| | — |
| | 2,747 |
| | 12,716 |
| | 153 |
| | (8,832 | ) | | — |
| | 4,037 |
|
| 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 |
| |
| Earnings from continuing operations before income taxes | | | 28,691 |
| | 71,921 |
| | 73,414 |
| | — |
| | 174,026 |
|
| Income tax expense (benefit) | | | (16,529 | ) | | 33,690 |
| | 15,412 |
| | — |
| | 32,573 |
|
| Net earnings from continuing operations before equity in earnings of subsidiaries | | | 45,220 |
| | 38,231 |
| | 58,002 |
| | — |
| | 141,453 |
|
| Equity in earnings of subsidiaries | | 112,364 |
| | 77,395 |
| | 6,261 |
| | (196,020 | ) | | — |
| | 139,865 |
| | 23,297 |
| | 15,058 |
| | (178,220 | ) | | — |
|
| Earnings from continuing operations | | 124,917 |
| | 93,165 |
| | 88,126 |
| | (196,020 | ) | | 110,188 |
| | 185,085 |
| | 61,528 |
| | 73,060 |
| | (178,220 | ) | | 141,453 |
|
| (Loss) earnings from discontinuing operations | | (13,358 | ) | | 8,881 |
| | 5,848 |
| | — |
| | 1,371 |
| |
| Earnings (loss) from discontinued operations | | | (21,512 | ) | | 56,494 |
| | (12,862 | ) | | — |
| | 22,120 |
|
| Net earnings | | $ | 111,559 |
| | $ | 102,046 |
| | $ | 93,974 |
| | $ | (196,020 | ) | | $ | 111,559 |
| | 163,573 |
| | 118,022 |
| | 60,198 |
| | (178,220 | ) | | 163,573 |
|
| Comprehensive income | | $ | 160,985 |
| | $ | 130,503 |
| | $ | 106,875 |
| | $ | (237,378 | ) | | $ | 160,985 |
| | $ | 163,825 |
| | $ | 132,046 |
| | $ | 46,226 |
| | $ | (178,272 | ) | | $ | 163,825 |
|
ACTUANT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
CONDENSED CONSOLIDATING BALANCE SHEETS
(in thousands)
| | | | | August 31, 2013 | | August 31, 2016 |
| | | Parent | | Guarantors | | Non-Guarantors | | Eliminations | | Consolidated | | Parent | | Guarantors | | Non-Guarantors | | Eliminations | | Consolidated |
| ASSETS | | | | | | | | | | | | | | | | | | | | |
| Current assets | | | | | | | | | | | |
| Cash and cash equivalents | | $ | 16,122 |
| | $ | — |
| | $ | 87,864 |
| | $ | — |
| | $ | 103,986 |
| | $ | 7,953 |
| | $ | 71 |
| | $ | 171,580 |
| | $ | — |
| | $ | 179,604 |
|
| Accounts receivable, net | | 20,471 |
| | 40,343 |
| | 158,261 |
| | — |
| | 219,075 |
| | 13,692 |
| | 41,715 |
| | 131,422 |
| | — |
| | 186,829 |
|
| Inventories, net | | 27,343 |
| | 38,948 |
| | 76,258 |
| | — |
| | 142,549 |
| | 19,897 |
| | 44,283 |
| | 66,576 |
| | — |
| | 130,756 |
|
| 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 |
| |
| Other current assets | | | 7,754 |
| | 3,858 |
| | 33,851 |
| | — |
| | 45,463 |
|
| Total current assets | | 84,392 |
| | 272,383 |
| | 428,465 |
| | — |
| | 785,240 |
| | 49,296 |
| | 89,927 |
| | 403,429 |
| | — |
| | 542,652 |
|
| Property, plant & equipment, net | | 7,050 |
| | 22,801 |
| | 171,645 |
| | — |
| | 201,496 |
| | 5,927 |
| | 23,511 |
| | 84,577 |
| | — |
| | 114,015 |
|
| Goodwill | | 62,543 |
| | 264,502 |
| | 407,907 |
| | — |
| | 734,952 |
| | 38,847 |
| | 200,499 |
| | 279,930 |
| | — |
| | 519,276 |
|
| Other intangibles, net | | 13,247 |
| | 141,258 |
| | 222,187 |
| | — |
| | 376,692 |
| | 9,429 |
| | 149,757 |
| | 80,289 |
| | — |
| | 239,475 |
|
| Investment in subsidiaries | | | 1,915,367 |
| | 578,423 |
| | 465,736 |
| | (2,959,526 | ) | | — |
|
| Intercompany receivable | | — |
| | 480,633 |
| | 360,620 |
| | (841,253 | ) | | — |
| | — |
| | 1,159,672 |
| | — |
| | (1,159,672 | ) | | — |
|
| Investment in subsidiaries | | 2,086,534 |
| | 201,779 |
| | 96,333 |
| | (2,384,646 | ) | | — |
| |
| Other long-term assets | | 12,654 |
| | 22 |
| | 8,276 |
| | — |
| | 20,952 |
| | 9,580 |
| | 10 |
| | 17,530 |
| | — |
| | 27,120 |
|
| Total assets | | $ | 2,266,420 |
| | $ | 1,383,378 |
| | $ | 1,695,433 |
| | $ | (3,225,899 | ) | | $ | 2,119,332 |
| | $ | 2,028,446 |
| | $ | 2,201,799 |
| | $ | 1,331,491 |
| | $ | (4,119,198 | ) | | $ | 1,442,538 |
|
| LIABILITIES & SHAREHOLDERS’ EQUITY | |
| |
| |
| |
| |
| |
| | | | | | | | | | | | |
| LIABILITIES & SHAREHOLDERS' EQUITY | | |
|
| |
|
| |
|
| | | |
|
|
| Current liabilities | | | | | | | | | | | |
| Trade accounts payable | | $ | 22,194 |
| | $ | 30,637 |
| | $ | 101,218 |
| | $ | — |
| | $ | 154,049 |
| | $ | 11,529 |
| | $ | 20,669 |
| | $ | 82,853 |
| | $ | — |
| | $ | 115,051 |
|
| Accrued compensation and benefits | | 13,835 |
| | 2,716 |
| | 27,249 |
| | — |
| | 43,800 |
| | 17,506 |
| | 5,754 |
| | 23,641 |
| | — |
| | 46,901 |
|
| Current maturities of debt and short-term borrowings | | | 18,750 |
| | — |
| | — |
| | — |
| | 18,750 |
|
| Income taxes payable | | 8,135 |
| | — |
| | 5,879 |
| | — |
| | 14,014 |
| | 1,886 |
| | — |
| | 7,368 |
| | — |
| | 9,254 |
|
| Other current liabilities | | 21,268 |
| | 4,630 |
| | 31,001 |
| | — |
| | 56,899 |
| | 20,459 |
| | 6,989 |
| | 24,508 |
| | — |
| | 51,956 |
|
| Liabilities of discontinued operations | | — |
| | 23,466 |
| | 29,614 |
| | — |
| | 53,080 |
| |
| Total current liabilities | | 65,432 |
| | 61,449 |
| | 194,961 |
| | — |
| | 321,842 |
| | 70,130 |
| | 33,412 |
| | 138,370 |
| | — |
| | 241,912 |
|
| Long-term debt | | 515,000 |
| | — |
| | — |
| | — |
| | 515,000 |
| | 565,559 |
| | — |
| | — |
| | — |
| | 565,559 |
|
| Deferred income taxes | | 64,358 |
| | — |
| | 51,507 |
| | — |
| | 115,865 |
| | 30,666 |
| | — |
| | 690 |
| | — |
| | 31,356 |
|
| Pension and post-retirement benefit liabilities | | 16,267 |
| | — |
| | 4,431 |
| | — |
| | 20,698 |
| | 16,803 |
| | — |
| | 8,864 |
| | — |
| | 25,667 |
|
| Other long-term liabilities | | 51,479 |
| | 390 |
| | 13,791 |
| | — |
| | 65,660 |
| | 47,739 |
| | 588 |
| | 8,767 |
| | — |
| | 57,094 |
|
| Intercompany payable | | 473,617 |
| | — |
| | 367,636 |
| | (841,253 | ) | | — |
| | 776,599 |
| | — |
| | 383,073 |
| | (1,159,672 | ) | | — |
|
| Shareholders’ equity | | 1,080,267 |
| | 1,321,539 |
| | 1,063,107 |
| | (2,384,646 | ) | | 1,080,267 |
| | 520,950 |
| | 2,167,799 |
| | 791,727 |
| | (2,959,526 | ) | | 520,950 |
|
| Total liabilities and shareholders’ equity | | $ | 2,266,420 |
| | $ | 1,383,378 |
| | $ | 1,695,433 |
| | $ | (3,225,899 | ) | | $ | 2,119,332 |
| |
| Total liabilities and shareholders' equity | | | $ | 2,028,446 |
| | $ | 2,201,799 |
| | $ | 1,331,491 |
| | $ | (4,119,198 | ) | | $ | 1,442,538 |
|
ACTUANT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
CONDENSED CONSOLIDATING BALANCE SHEETS
(in thousands)
| | | | | August 31, 2012 | | | | | | | | | | | |
| | | Parent | | Guarantors | | Non-Guarantors | | Eliminations | | Consolidated | | August 31, 2015 |
| ASSETS | |
| |
| |
| |
| |
| | Parent | | Guarantors | | Non-Guarantors | | Eliminations | | Consolidated |
| Current assets | | | | | | | | | | | |
| Cash and cash equivalents | | $ | 12,401 |
| | $ | 91 |
| | $ | 55,692 |
| | $ | — |
| | $ | 68,184 |
| | $ | 18,688 |
| | $ | 567 |
| | $ | 149,591 |
| | $ | — |
| | $ | 168,846 |
|
| Accounts receivable, net | | 20,401 |
| | 74,006 |
| | 140,349 |
| | — |
| | 234,756 |
| | 16,135 |
| | 49,258 |
| | 127,688 |
| | — |
| | 193,081 |
|
| Inventories, net | | 29,658 |
| | 75,905 |
| | 106,127 |
| | — |
| | 211,690 |
| | 23,074 |
| | 55,151 |
| | 64,527 |
| | — |
| | 142,752 |
|
| Deferred income taxes | | 17,942 |
| | — |
| | 4,641 |
| | — |
| | 22,583 |
| | 9,256 |
| | — |
| | 3,666 |
| | — |
| | 12,922 |
|
| Prepaid expenses and other current assets | | 8,157 |
| | 1,166 |
| | 14,745 |
| | — |
| | 24,068 |
| |
| Other current assets | | | 18,020 |
| | 4,708 |
| | 20,060 |
| | — |
| | 42,788 |
|
| Total current assets | | 88,559 |
| | 151,168 |
| | 321,554 |
| | — |
| | 561,281 |
| | 85,173 |
| | 109,684 |
| | 365,532 |
| | — |
| | 560,389 |
|
| Property, plant & equipment, net | | 6,944 |
| | 31,818 |
| | 77,122 |
| | — |
| | 115,884 |
| | 6,363 |
| | 33,675 |
| | 102,420 |
| | — |
| | 142,458 |
|
| Goodwill | | 62,543 |
| | 433,193 |
| | 370,676 |
| | — |
| | 866,412 |
| | 38,847 |
| | 318,088 |
| | 251,321 |
| | — |
| | 608,256 |
|
| Other intangibles, net | | 14,522 |
| | 206,194 |
| | 225,168 |
| | — |
| | 445,884 |
| | 10,702 |
| | 173,497 |
| | 124,563 |
| | — |
| | 308,762 |
|
| Investment in subsidiaries | | | 2,067,438 |
| | 632,581 |
| | 182,001 |
| | (2,882,020 | ) | | — |
|
| Intercompany receivable | | — |
| | 418,253 |
| | 307,282 |
| | (725,535 | ) | | — |
| | — |
| | 1,140,030 |
| | 45,141 |
| | (1,185,171 | ) | | — |
|
| Investment in subsidiaries | | 1,886,478 |
| | 250,738 |
| | 90,770 |
| | (2,227,986 | ) | | — |
| |
| Other long-term assets | | 12,297 |
| | 22 |
| | 5,339 |
| | — |
| | 17,658 |
| | 10,694 |
| | — |
| | 6,358 |
| | — |
| | 17,052 |
|
| Total assets | | $ | 2,071,343 |
| | $ | 1,491,386 |
| | $ | 1,397,911 |
| | $ | (2,953,521 | ) | | $ | 2,007,119 |
| | $ | 2,219,217 |
| | $ | 2,407,555 |
| | $ | 1,077,336 |
| | $ | (4,067,191 | ) | | $ | 1,636,917 |
|
| LIABILITIES & SHAREHOLDERS’ EQUITY | |
| |
| |
| |
| |
| |
| | | | | | | | | | | | |
| LIABILITIES & SHAREHOLDERS' EQUITY | | |
|
| |
|
| |
|
| |
|
| |
|
|
| Current liabilities | | | | | | | | | | | |
| Trade accounts payable | | $ | 21,722 |
| | $ | 44,893 |
| | $ | 108,131 |
| | $ | — |
| | $ | 174,746 |
| | $ | 14,700 |
| | $ | 27,767 |
| | $ | 75,648 |
| | $ | — |
| | $ | 118,115 |
|
| Accrued compensation and benefits | | 23,459 |
| | 6,646 |
| | 28,712 |
| | — |
| | 58,817 |
| | 16,479 |
| | 3,625 |
| | 23,603 |
| | — |
| | 43,707 |
|
| Income taxes payable | | 3,129 |
| | — |
| | 2,649 |
| | — |
| | 5,778 |
| | 10,947 |
| | — |
| | 3,858 |
| | — |
| | 14,805 |
|
| Current maturities of debt | | 7,500 |
| | — |
| | — |
| | — |
| | 7,500 |
| |
| Current maturities of debt and short-term borrowings | | | 3,750 |
| | — |
| | 219 |
| | — |
| | 3,969 |
|
| Other current liabilities | | 20,876 |
| | 11,566 |
| | 39,723 |
| | — |
| | 72,165 |
| | 19,817 |
| | 5,807 |
| | 28,836 |
| | — |
| | 54,460 |
|
| Total current liabilities | | 76,686 |
| | 63,105 |
| | 179,215 |
| | — |
| | 319,006 |
| | 65,693 |
| | 37,199 |
| | 132,164 |
| | — |
| | 235,056 |
|
| Long-term debt | | 390,000 |
| | — |
| | — |
| | — |
| | 390,000 |
| | 584,309 |
| | — |
| | — |
| | — |
| | 584,309 |
|
| Deferred income taxes | | 91,604 |
| | — |
| | 41,049 |
| | — |
| | 132,653 |
| | 43,210 |
| | — |
| | 29,731 |
| | — |
| | 72,941 |
|
| Pension and post-retirement benefit liabilities | | 22,500 |
| | — |
| | 3,942 |
| | — |
| | 26,442 |
| | 11,712 |
| | — |
| | 6,116 |
| | — |
| | 17,828 |
|
| Other long-term liabilities | | 59,929 |
| | 620 |
| | 26,633 |
| | — |
| | 87,182 |
| | 46,407 |
| | 400 |
| | 6,975 |
| | — |
| | 53,782 |
|
| Intercompany payable | | 378,788 |
| | — |
| | 346,747 |
| | (725,535 | ) | | — |
| | 794,885 |
| | — |
| | 390,286 |
| | (1,185,171 | ) | | — |
|
| Shareholders’ equity | | 1,051,836 |
| | 1,427,661 |
| | 800,325 |
| | (2,227,986 | ) | | 1,051,836 |
| | 673,001 |
| | 2,369,956 |
| | 512,064 |
| | (2,882,020 | ) | | 673,001 |
|
| Total liabilities and shareholders’ equity | | $ | 2,071,343 |
| | $ | 1,491,386 |
| | $ | 1,397,911 |
| | $ | (2,953,521 | ) | | $ | 2,007,119 |
| | $ | 2,219,217 |
| | $ | 2,407,555 |
| | $ | 1,077,336 |
| | $ | (4,067,191 | ) | | $ | 1,636,917 |
|
ACTUANT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
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 |
|
|
| | | | | | | | | | | | | | | | | | | | |
| | | Year Ended August 31, 2016 |
| | | Parent | | Guarantors | | Non-Guarantors | | Eliminations | | Consolidated |
| Operating Activities | |
| |
| |
| |
| |
|
| Net cash provided by (used in) operating activities | | $ | 58,926 |
| | $ | (1,953 | ) | | $ | 66,062 |
| | $ | (5,338 | ) | | $ | 117,697 |
|
| Investing Activities | | | | | | | | | | |
| Capital expenditures | | (2,135 | ) | | (6,781 | ) | | (11,293 | ) | | — |
| | (20,209 | ) |
| Proceeds from sale of property, plant and equipment | | 13 |
| | 7,000 |
| | 2,283 |
| | — |
| | 9,296 |
|
| Intercompany investment | | (339 | ) | | (3,458 | ) | | — |
| | 3,797 |
| | — |
|
| Business acquisitions, net of cash acquired | | — |
| | — |
| | (81,916 | ) | | — |
| | (81,916 | ) |
| Proceeds from sale of businesses, net of transaction costs | | — |
| | 9,695 |
| | — |
| | — |
| | 9,695 |
|
| Cash provided by (used in) investing activities | | (2,461 | ) | | 6,456 |
| | (90,926 | ) | | 3,797 |
| | (83,134 | ) |
| Financing Activities | | | | | | | | | | |
| Net repayments on revolving credit facility | | — |
| | — |
| | (210 | ) | | — |
| | (210 | ) |
| Principal repayments on term loans | | (3,750 | ) | | — |
| | — |
| | — |
| | (3,750 | ) |
| Purchase of treasury shares | | (17,101 | ) | | — |
| | — |
| | — |
| | (17,101 | ) |
| Taxes paid related to the net share settlement of equity awards | | (1,409 | ) | | — |
| | — |
| | — |
| | (1,409 | ) |
| Stock option exercises, related tax benefits, and other | | 6,416 |
| | — |
| | — |
| | — |
| | 6,416 |
|
| Cash dividend | | (2,376 | ) | | (5,338 | ) | | — |
| | 5,338 |
| | (2,376 | ) |
| Intercompany loan activity | | (48,980 | ) | | — |
| | 48,980 |
| | — |
| | — |
|
| Intercompany capital contributions | | — |
| | 339 |
| | 3,458 |
| | (3,797 | ) | | — |
|
| Cash provided by (used in) financing activities | | (67,200 | ) | | (4,999 | ) | | 52,228 |
| | 1,541 |
| | (18,430 | ) |
| Effect of exchange rate changes on cash | | — |
| | — |
| | (5,375 | ) | | — |
| | (5,375 | ) |
| Net increase (decrease) in cash and cash equivalents | | (10,735 | ) | | (496 | ) | | 21,989 |
| | — |
| | 10,758 |
|
| Cash and cash equivalents—beginning of period | | 18,688 |
| | 567 |
| | 149,591 |
| | — |
| | 168,846 |
|
| Cash and cash equivalents—end of period | | $ | 7,953 |
| | $ | 71 |
| | $ | 171,580 |
| | $ | — |
| | $ | 179,604 |
|
ACTUANT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
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 |
|
|
| | | | | | | | | | | | | | | | | | | | |
| | | Year Ended August 31, 2015 |
| | | Parent | | Guarantors | | Non-Guarantors | | Eliminations | | Consolidated |
| Operating Activities | | | | | | | | | | |
| Net cash provided by (used in) operating activities | | $ | 90,632 |
| | $ | (20,750 | ) | | $ | 72,228 |
| | $ | (10,676 | ) | | $ | 131,434 |
|
| Investing Activities | |
| |
| |
| |
| |
|
| Capital expenditures | | (1,086 | ) | | (5,848 | ) | | (15,582 | ) | | — |
| | (22,516 | ) |
| Proceeds from sale of property, plant and equipment | | — |
| | 273 |
| | 971 |
| | — |
| | 1,244 |
|
| Intercompany investment | | (3,727 | ) | | — |
| | — |
| | 3,727 |
| | — |
|
| Cash used in investing activities | | (4,813 | ) | | (5,575 | ) | | (14,611 | ) | | 3,727 |
| | (21,272 | ) |
| Financing Activities | | | | | | | | | | |
| Net borrowings on revolving credit facility | | — |
| | — |
| | 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 | ) |
| Taxes paid related to net share settlement of equity awards | | (2,466 | ) | | — |
| | — |
| | — |
| | (2,466 | ) |
| Stock option exercises, related tax benefits and other | | 5,396 |
| | — |
| | — |
| | — |
| | 5,396 |
|
| Cash dividend | | (2,598 | ) | | (10,676 | ) | | — |
| | 10,676 |
| | (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 | | (95,062 | ) | | 23,405 |
| | 49,291 |
| | 6,949 |
| | (15,417 | ) |
| Effect of exchange rate changes on cash | | — |
| | — |
| | (34,911 | ) | | — |
| | (34,911 | ) |
| Net increase (decrease) in cash and cash equivalents | | (9,243 | ) | | (2,920 | ) | | 71,997 |
| | — |
| | 59,834 |
|
| Cash and cash equivalents—beginning of period | | 27,931 |
| | 3,487 |
| | 77,594 |
| | — |
| | 109,012 |
|
| Cash and cash equivalents—end of period | | $ | 18,688 |
| | $ | 567 |
| | $ | 149,591 |
| | $ | — |
| | $ | 168,846 |
|
ACTUANT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
(in thousands)
| | | | | Year Ended August 31, 2011 | | Year Ended August 31, 2014 |
| | | Parent | | Guarantors | | Non-Guarantors | | Eliminations | | Consolidated | | Parent | | Guarantors | | Non-Guarantors | | Eliminations | | Consolidated |
| Operating Activities | |
| |
| |
| |
| |
| | | | | | | | | | |
| Net cash provided by operating activities | | $ | 92,573 |
| | $ | 3,122 |
| | $ | 77,404 |
| | $ | (1,533 | ) | | $ | 171,566 |
| |
| Net cash provided by (used in) operating activities | | | $ | 76,870 |
| | $ | (19,156 | ) | | $ | 83,182 |
| | $ | (14,716 | ) | | $ | 126,180 |
|
| Investing Activities | |
| |
| |
| |
| |
| | | | | | | | | | |
| Proceeds from sale of property, plant & equipment | | 103 |
| | 313 |
| | 1,363 |
| | — |
| | 1,779 |
| |
| Capital expenditures | | | (4,498 | ) | | (6,397 | ) | | (30,962 | ) | | — |
| | (41,857 | ) |
| Proceeds from sale of property, plant and equipment | | | 85 |
| | 503 |
| | 43,686 |
| | — |
| | 44,274 |
|
| Proceeds from sale of business | | — |
| | — |
| | 3,463 |
| | — |
| | 3,463 |
| | (4,586 | ) | | 250,748 |
| | 43,428 |
| | — |
| | 289,590 |
|
| Capital expenditures | | (5,284 | ) | | (4,740 | ) | | (13,072 | ) | | — |
| | (23,096 | ) | |
| Business acquisitions, net of cash acquired | | (153,409 | ) | | — |
| | (159,697 | ) | | — |
| | (313,106 | ) | | (30,500 | ) | | — |
| | — |
| | — |
| | (30,500 | ) |
| Cash used in investing activities | | (158,590 | ) | | (4,427 | ) | | (167,943 | ) | | — |
| | (330,960 | ) | |
| Cash (used in) provided by investing activities | | | (39,499 | ) | | 244,854 |
| | 56,152 |
| | — |
| | 261,507 |
|
| 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 | ) | |
| Net repayments on revolving credit facility | | | (125,000 | ) | | — |
| | — |
| | — |
| | (125,000 | ) |
| Payment of deferred acquisition consideration | | | — |
| | — |
| | (1,585 | ) | | — |
| | (1,585 | ) |
| Purchase of treasury shares | | | (283,712 | ) | | — |
| | — |
| | — |
| | (283,712 | ) |
| Taxes paid related to net share settlement of equity awards | | | (946 | ) | | — |
| | — |
| | — |
| | (946 | ) |
| 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 | | (96,454 | ) | | 1,655 |
| | 94,799 |
| | — |
| | — |
| | 354,791 |
| | (222,266 | ) | | (132,525 | ) | | — |
| | — |
|
| 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 |
| |
| Cash used in financing activities | | | (25,562 | ) | | (222,266 | ) | | (148,826 | ) | | 14,716 |
| | (381,938 | ) |
| Effect of exchange rate changes on cash | | — |
| | — |
| | 5,251 |
| | — |
| | 5,251 |
| | — |
| | — |
| | (723 | ) | | — |
| | (723 | ) |
| Net increase (decrease) in cash and cash equivalents | | (4,183 | ) | | — |
| | 8,182 |
| | — |
| | 3,999 |
| | 11,809 |
| | 3,432 |
| | (10,215 | ) | | — |
| | 5,026 |
|
| 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 |
| |
| Cash and cash equivalents—beginning of period | | | 16,122 |
| | (107 | ) | | 87,971 |
| | — |
| | 103,986 |
|
| Cash and cash equivalents—end of period | | | $ | 27,931 |
| | $ | 3,325 |
| | $ | 77,756 |
| | $ | — |
| | $ | 109,012 |
|
ACTUANT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Note 16. Quarterly Financial Data (Unaudited)
Quarterly financial data for fiscal 20132016 and fiscal 20122015 is as follows:
| | | | | Year Ended August 31, 2013 | | Year Ended August 31, 2016 |
| | | First | | Second | | Third | | Fourth | | Total | | First | | Second | | Third | | Fourth | | Total |
| Net sales | | $ | 307,809 |
| | $ | 300,468 |
| | $ | 344,205 |
| | $ | 327,260 |
| | $ | 1,279,742 |
| | $ | 305,011 |
| | $ | 263,289 |
| | $ | 305,341 |
| | $ | 275,769 |
| | $ | 1,149,410 |
|
| Gross profit | | 124,368 |
| | 116,178 |
| | 136,904 |
| | 129,500 |
| | 506,950 |
| | 108,562 |
| | 91,030 |
| | 107,526 |
| | 96,279 |
| | 403,397 |
|
| Earnings from continuing operations | | 30,551 |
| | 25,834 |
| | 46,077 |
| | 45,115 |
| | 147,577 |
| |
| Earnings (loss) from discontinued operations | | 5,792 |
| | 2,601 |
| | (139,060 | ) | | 13,138 |
| | (117,529 | ) | |
| Net earnings (loss) | | 36,343 |
| | 28,435 |
| | (92,983 | ) | | 58,253 |
| | 30,048 |
| | 15,448 |
| | (159,191 | ) | | 21,166 |
| | 17,402 |
| | (105,174 | ) |
| Earnings from continuing operations per share: | |
|
| |
|
| |
|
| |
|
| |
|
| |
| Basic | | $ | 0.42 |
| | $ | 0.35 |
| | $ | 0.63 |
| | $ | 0.62 |
| | $ | 2.02 |
| |
| Diluted | | 0.41 |
| | 0.35 |
| | 0.62 |
| | 0.60 |
| | 1.98 |
| |
| Earnings (loss) from discontinued operations per share: | |
|
| |
|
| |
|
| |
|
| |
|
| |
| Basic | | $ | 0.08 |
| | $ | 0.04 |
| | $ | (1.90 | ) | | $ | 0.18 |
| | $ | (1.61 | ) | |
| Diluted | | 0.08 |
| | 0.03 |
| | (1.86 | ) | | 0.18 |
| | (1.58 | ) | |
| Net earnings (loss) per share: | |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| Basic | | $ | 0.50 |
| | $ | 0.39 |
| | $ | (1.27 | ) | | $ | 0.80 |
| | $ | 0.41 |
| | $ | 0.26 |
| | $ | (2.70 | ) | | $ | 0.36 |
| | $ | 0.30 |
| | $ | (1.78 | ) |
| Diluted | | 0.49 |
| | 0.38 |
| | (1.24 | ) | | 0.78 |
| | 0.40 |
| | 0.26 |
| | (2.70 | ) | | 0.36 |
| | 0.29 |
| | (1.78 | ) |
| | | | | | | | | | | | | | | | | | | | | |
| | | Year Ended August 31, 2012 | | Year Ended August 31, 2015 |
| | | First | | Second | | Third | | Fourth | | Total | | First | | Second | | Third | | Fourth | | Total |
| Net sales | | $ | 309,966 |
| | $ | 300,919 |
| | $ | 343,268 |
| | $ | 322,368 |
| | $ | 1,276,521 |
| | $ | 327,765 |
| | $ | 301,005 |
| | $ | 320,100 |
| | $ | 300,384 |
| | $ | 1,249,254 |
|
| Gross profit | | 127,015 |
| | 116,083 |
| | 138,754 |
| | 129,608 |
| | 511,460 |
| | 126,976 |
| | 109,763 |
| | 118,560 |
| | 106,542 |
| | 461,841 |
|
| Earnings from continuing operations | | 33,970 |
| | 27,653 |
| | 27,737 |
| | 35,916 |
| | 125,276 |
| |
| Earnings (loss) from discontinued operations | | 3,204 |
| | 4,522 |
| | 6,664 |
| | (52,376 | ) | | (37,986 | ) | |
| Net earnings (loss) | | 37,174 |
| | 32,175 |
| | 34,401 |
| | (16,460 | ) | | 87,290 |
| | 24,674 |
| | (64,838 | ) | | 37,958 |
| | 22,078 |
| | 19,872 |
|
| Earnings from continuing operations per share: | | | | | | | | | | | |
| Basic | | $ | 0.50 |
| | $ | 0.41 |
| | $ | 0.39 |
| | $ | 0.49 |
| | $ | 1.79 |
| |
| Diluted | | 0.46 |
| | 0.37 |
| | 0.36 |
| | 0.48 |
| | 1.68 |
| |
| Earnings (loss) from discontinued operations per share: | | | | | | | | | | | |
| Basic | | $ | 0.04 |
| | $ | 0.06 |
| | $ | 0.09 |
| | $ | (0.72 | ) | | $ | (0.54 | ) | |
| Diluted | | 0.04 |
| | 0.06 |
| | 0.09 |
| | (0.70 | ) | | (0.51 | ) | |
| Net earnings (loss) per share: | | | | | | | | | | | |
|
| |
|
| |
|
| |
|
| |
|
|
| Basic | | $ | 0.54 |
| | $ | 0.47 |
| | $ | 0.48 |
| | $ | (0.23 | ) | | $ | 1.25 |
| | $ | 0.38 |
| | $ | (1.05 | ) | | $ | 0.64 |
| | $ | 0.37 |
| | $ | 0.32 |
|
| Diluted | | 0.50 |
| | 0.43 |
| | 0.45 |
| | (0.22 | ) | | 1.17 |
| | 0.38 |
| | (1.05 | ) | | 0.63 |
| | 0.37 |
| | 0.32 |
|
The sum of the quarters may not equal the total of the respective year’s earnings per share on either a basic or diluted basis due to changes in the weighted average shares outstanding during the year.
During the third quartersecond quarters of fiscal 20132016 and 2015 the Company recognized a $170.3impairment charges of $186.5 million non-cash impairment charge related to the goodwill and intangible assets of the Electrical segment (discontinued operations). In the fourth quarter of fiscal 2013, the Company re-assessed its initial estimate of fair value less selling costs for the Electrical segment$84.4 million, respectively (see Note 4, "Goodwill, Intangible Assets and recognized an $11.2 million increase to the carrying value of the Electrical segment assets (income included in discontinued operations)Long-Lived Assets"). Fourth quarter fiscal 2012 discontinued operations include a $62.5 million non-cash impairment charge related to the goodwill and indefinite lived intangibles of the Mastervolt business. Refer to Note 3, “Discontinued Operations” for further information.
During the fourth quarter of fiscal 2013, the Company recorded a $10.6 million adjustment (reduction to income tax expense) to properly state deferred income tax balances associated with its equity compensation programs.
ACTUANT CORPORATION
SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS
(in thousands)
|
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | Additions | | Deductions | | | | |
| Description | | Balance at
Beginning of
Period | | Charged to
Costs and
Expenses | | Acquired/
(Divested)/
(Discontinued) | | Accounts
Written Off
Less
Recoveries | | Other | | Balance at
End of
Period |
| | | | | | | | | | | | | |
| Allowance for losses—Trade accounts receivable | | | | | | | | |
| August 31, 2013 | | $ | 4,375 |
| | $ | 584 |
| | $ | (437 | ) | | $ | (787 | ) | | $ | (34 | ) | | $ | 3,701 |
|
| August 31, 2012 | | 7,173 |
| | 107 |
| | 96 |
| | (2,740 | ) | | (261 | ) | | 4,375 |
|
| August 31, 2011 | | 7,680 |
| | 1,021 |
| | 939 |
| | (3,048 | ) | | 581 |
| | 7,173 |
|
| | | | | | | | | | | | | |
| Valuation allowance—Income taxes | | | | | | | | | | |
| August 31, 2013 | | $ | 8,153 |
| | $ | 4,527 |
| | $ | 11,281 |
| | $ | (1,184 | ) | | $ | — |
| | $ | 22,777 |
|
| August 31, 2012 | | 7,260 |
| | 2,954 |
| | — |
| | (2,061 | ) | | — |
| | 8,153 |
|
| August 31, 2011 | | 8,542 |
| | 4,498 |
| | — |
| | (5,831 | ) | | 51 |
| | 7,260 |
|
|
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | Additions | | Deductions | | | | |
| | | Balance at
Beginning of
Period | | Charged to
Costs and
Expenses | | Acquisition/ (Divestiture) | | Accounts
Written Off
Less
Recoveries | | Other | | Balance at
End of
Period |
| | | | | | | | | | | | | |
| Allowance for losses—Trade accounts receivable | | | | | | | | |
| August 31, 2016 | | $ | 3,970 |
| | $ | 2,274 |
| | $ | 3,090 |
| | $ | (1,580 | ) | | $ | 8 |
| | $ | 7,762 |
|
| August 31, 2015 | | 6,034 |
| | 1,633 |
| | — |
| | (2,742 | ) | | (955 | ) | | 3,970 |
|
| August 31, 2014 | | 3,701 |
| | 2,447 |
| | 440 |
| | (664 | ) | | 110 |
| | 6,034 |
|
| | | | | | | | | | | | | |
| Valuation allowance—Income taxes | | | | | | | | | | |
| August 31, 2016 | | $ | 8,053 |
| | $ | 852 |
| | $ | — |
| | $ | (1,026 | ) | | $ | 268 |
| | $ | 8,147 |
|
| August 31, 2015 | | 5,608 |
| | 5,694 |
| | — |
| | (2,254 | ) | | (995 | ) | | 8,053 |
|
| August 31, 2014 | | 17,268 |
| | 1,243 |
| | (5,487 | ) | | (6,936 | ) | | (480 | ) | | 5,608 |
|
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Disclosure Controls and Procedures
The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (“the Exchange Act”)) as of the end of the period covered by this report. Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures are effective in recording, processing, summarizing, and reporting, on a timely basis, information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act, and that information is accumulated and communicated to the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely discussions regarding required disclosure.
Management’s Report on Internal Control Over Financial Reporting
The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s internal control over financial reporting based on the original framework in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, the Company’s management has concluded that, as of August 31, 2013,2016, the Company’s internal control over financial reporting was effective.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of the effectiveness to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management has excluded certain elements of Viking SeaTech ("Viking"acquired businesses, Larzep and Pipeline and Process Services (collectively “the Acquired Businesses”), from its assessment of internal control over financial reporting as of August 31, 20132016 because the business wasbusinesses were acquired by the Company in a purchase business combination on August 27, 2013.during fiscal 2016. Subsequent to the acquisition, certain elements of Viking'sthe Acquired Businesses’ internal control over financial reporting and related processes were integrated into the Company’sCompany existing systems and internal control over financial reporting. Those controls that were not integrated have been excluded from management’s assessment of the effectiveness of internal control over financialfinical reporting as of August 31, 2013. Viking is a2016. The Acquired Businesses are wholly-owned subsidiarysubsidiaries of the Company whose total assets and total revenues represent 13%less than 7% and less than1%than 2%, respectively, of the related consolidated financial statement amounts as of and for the year ended August 31, 20132016.
PricewaterhouseCoopers LLP, an independent registered public accounting firm, has audited the Company’s effectiveness of internal controls over financial reporting as of August 31, 2013,2016, as stated in their report which is included herein.
Changes in Internal Control Over Financial Reporting
There were no changes in the Company’s internal control over financial reporting during the fourth quarter of fiscal 20132016 that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Item 9B. Other Information
None.
PART III
Item 10. Directors; Executive Officers and Corporate Governance
Information about the Company’s directors is incorporated by reference from the “Election of Directors” section of the Company’s Proxy Statement for its Annual Meeting of Shareholders to be held on January 14, 201417, 2017 (the “20142017 Annual Meeting Proxy Statement”). Information about compliance with Section 16(a) of the Exchange Act is incorporated by reference from the “Other Information—Section 16(a) Beneficial Ownership Reporting Compliance” section in the Company’s 20142017 Annual Meeting Proxy Statement. Information about the Company’s Audit Committee, including the members of the committee, and the Company’s Audit Committee financial experts, is incorporated by reference from the “Election of Directors” and “Corporate Governance Matters” sections of the Company’s 20142017 Annual Meeting Proxy Statement. Information about the Company’s executive officers required by this item is contained in the discussion entitled “Executive Officers of the Registrant” in Part I hereof.
The Company has adopted a code of ethics that applies to its senior executive team, including its chief executive officer, chief financial officer and corporate controller. The code of ethics is posted on the Company’s website and is available free of charge at www.actuant.com. The Company intends to satisfy the requirements under Item 5.05 of Form 8-K regarding disclosure of amendments to, or waivers from, provisions of its code of ethics that apply to the chief executive officer, chief financial officerChief Executive Officer, Chief Financial Officer or corporate controllerCorporate Controller by posting such information on the Company’s website.
Item 11. Executive Compensation
The information required by this item is incorporated by reference from the “Election of Directors,” “Corporate Governance Matters” and the “Executive Compensation” sections (other than the subsection thereof entitled “Report of the Audit Committee”) of the 20142017 Annual Meeting Proxy Statement.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this item is incorporated by reference from the “Certain Beneficial Owners” and “Executive Compensation—Equity Compensation Plan Information” sections of the 20142017 Annual Meeting Proxy Statement.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this item is incorporated by reference from the “Certain Relationships and Related Party Transactions” section of the 20142017 Annual Meeting Proxy Statement.
Item 14. Principal Accountant Fees and Services
The information required by this item is incorporated by reference from the “Other Information—Independent Public Accountants” section of the 20142017 Annual Meeting Proxy Statement.
PART IV
Item 15. Exhibits, Financial Statement Schedules
(a) Documents filed as part of this report:
1. Consolidated Financial Statements
See “Index to Consolidated Financial Statements” set forth in Item 8, “Financial Statements and Supplementary Data” for a list of financial statements filed as part of this report.
2. Financial Statement Schedules
See “Index to Financial Statement Schedule” set forth in Item 8, “Financial Statements and Supplementary Data.”
3. Exhibits
See “Index to Exhibits” beginning on page 67, which is incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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| | ACTUANT CORPORATION (Registrant) |
| | | |
| | By: | /S/ ANDREW G. LAMPEREUR |
| | | Andrew G. Lampereur |
| | | Executive Vice President and Chief Financial Officer |
| | | (Principal Financial Officer) |
Dated: October 25, 201326, 2016
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert C. ArzbaecherRandal W. Baker and Andrew G. Lampereur, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this report, and to file the same, with all and any other regulatory authority, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.*
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| Signature | | Title |
| | |
/s/ ROBERT C. ARZBAECHERRANDAL W. BAKER | | Chairman of the BoardPresident and Chief Executive Officer |
Robert C. ArzbaecherRandal W. Baker | | |
| | | |
/s/ GUSTAV H.P. BOELROBERT C. ARZBAECHER | | Director and Executive Vice President |
Gustav H.P. Boel | Robert C. Arzbaecher | |
| | |
| /s/ GURMINDER S. BEDI | | Director |
| Gurminder S. Bedi | | |
| | |
/s/ MARK E. GOLDSTEINDANNY L. CUNNINGHAM | | Director and President |
Mark E. GoldsteinDanny L. Cunningham | | |
| | | |
/s/ WILLIAM K. HALLE. JAMES FERLAND | | Director |
William K. HallE. James Ferland | | |
| | |
| /s/ THOMAS J. FISCHER | | Director |
ThomasThomas. J. Fischer | | |
| |
| /s/ R. ALAN HUNTER, JR | | Director |
| R. Alan Hunter, Jr. | | |
| | | |
| /s/ ROBERT A. PETERSON | | DirectorChairman of the Board of Directors |
| Robert A. Peterson | | |
| | |
| /s/ DENNIS K. WILLIAMS | | Director |
| Dennis K. Williams | | |
| | |
| /s/ HOLLY A. VANDEURSEN | | Director |
| Holly A. VanDeursen | | |
| | |
/s/ R. ALAN HUNTER, JR | | Director |
R. Alan Hunter, Jr. | | |
| | |
| /s/ ANDREW G. LAMPEREUR | | Executive Vice President and Chief Financial Officer (Principal Financial Officer) |
| Andrew G. Lampereur | | |
| | |
| /s/ MATTHEW P. PAULI | | Corporate Controller and Principal Accounting Officer |
| Matthew P. Pauli | | |
* Each of the above signatures is affixed as of October 25, 2013.26, 2016.
ACTUANT CORPORATION
(the “Registrant”)
(Commission File No. 1-11288)
ANNUAL REPORT ON FORM 10-K
FOR THE FISCAL YEAR ENDED AUGUST 31, 20132016
INDEX TO EXHIBITS
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| Exhibit | | Description | | Incorporated Herein By Reference To | | Filed Herewith | | Furnished Herewith |
2.1 |
| | (a) Agreement for the Sale and Purchase of Venice Topco Limited, dated August 2, 2013, by and among HSBC Investment Bank Holdings PLC, Actuant Acquisitions Limited, Actuant Corporation and certain other parties thereto | | | | X | | |
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| | (b) Warranty Deed relating to the Sale and Purchase of Venice Topco Limited, by and among Actuant Acquisitions Limited and the Management Warrantors that are party thereto | | | | X | | |
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| 3.1 |
| | (a) Amended and Restated Articles of Incorporation | | Exhibit 4.9 to the Registrant’sRegistrant's Form 10-Q for the quarter ended February 28, 2001 | | | | |
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| | | (b) Amendment to Amended and Restated Articles of Incorporation | | Exhibit 3.1(b) of the Registrant’sRegistrant's Form 10-K for the fiscal year ended August 31, 2003 | | | | |
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| | | (c) Amendment to Amended and Restated Articles of Incorporation | | Exhibit 3.1 to the Registrant’sRegistrant's Form 10-K for the fiscal year ended August 31, 2004 | | | | |
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| | | (d) Amendment to Amended and Restated Articles of Incorporation | | Exhibit 3.1 to the Registrant’sRegistrant's Form 8-K filed on July 18, 2006 | | | | |
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| | | (e) Amendment of Amended and Restated Articles of Incorporation | | Exhibit 3.1 to the Registrant’sRegistrant's Form 8-K filed on January 14, 2010 | | | | |
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| 3.2 |
| | Amended and Restated Bylaws, as amended | | Exhibit 3.1 of the Registrant's Form 8-K filed on July 23, 2015 | | X | | |
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| 4.1 |
| | Indenture dated April 16, 2012 by and among Actuant Corporation, the subsidiary guarantors named therein and U.S. Bank National Association as trustee relating to $300 million Actuant Corporation 5 5/8% Senior Notes due 2022 | | Exhibit 4.1 to the Company’sRegistrant's Current Report on Form 8-K filed on April 18, 2012 | | | | |
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| 4.2 |
| | Fifth Amended and Restated Credit Agreement dated May 8, 2015 among Actuant Corporation, the Lenders party thereto and JP Morgan Chase, N.A. as the agent | | Exhibit 10.1 to the Registrant's Form 10-Q for the quarter ended May 31, 2015 | | | | |
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| 10.1 |
| | Outside Directors’ Deferred Compensation Plan (conformed through the second amendment) | | Exhibit 10.1 to the Registrant's Form 10-Q for the quarter ended November 30, 2014 | | | | |
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| Exhibit | | Description | | Incorporated Herein By Reference To | | Filed
Herewith | | Furnished Herewith |
4.2 |
| | Registration Rights Agreement, dated April 16, 2012, relating to $300 million of 5 5/8% Senior Notes due 2022
| | Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 18, 2012 | | | | |
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4.3 |
| | Third Amended and Restated Credit Agreement dated February 23, 2011 among Actuant Corporation, the Lenders party thereto and JPMorgan Chase Bank, N.A. as the agent | | Exhibit 10.1 to the Registrant’s Form 10-Q for the quarter ended February 28, 2011 | | | | |
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4.4 |
| | Omnibus Amendment No. 1 dated September 23, 2011 among Actuant Corporation, the Lender party thereto and JPMorgan Chase Bank, N.A. as agent | | Exhibit 4.9 to the Registrant’s Form 10-K for the fiscal year ended August 31, 2011. | | | | |
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4.5 |
| | (a) Fourth Amended and Restated Credit Agreement dated July 18, 2013 among Actuant Corporation, the Lenders party thereto and JPMorgan Chase Bank, N.A. as the agent | | | | X | | |
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| | (b) First Amendment to the Fourth Amended and Restated Credit Agreement dated August 27, 2013 among Actuant Corporation, the Lenders party thereto and JPMorgan Chase Bank, N.A. as the agent | | | | X | | |
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10.1 |
| | Outside Directors’ Deferred Compensation Plan (conformed through the first amendment) | | | | X | | |
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| 10.2 |
| | Actuant Corporation Deferred Compensation Plan (conformed through the thirdfourth amendment) | | Exhibit 10.310.2 to the Registrant's Form 10-K10-Q for the fiscal yearquarter ended August 31, 2012November 30, 2014 | | | | |
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| 10.3 |
| | Actuant Corporation 2010 Employee Stock Purchase Plan | | Exhibit B to the RegistrantsRegistrant's Proxy Statement, dated December 4, 2009 | | | | |
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10.4 |
| | (a) Actuant Corporation 2001 Stock Plan | | Exhibit B to the Registrant’s Proxy Statement, dated December 1, 2000 for the 2001 Annual Meeting of Shareholders | | | | |
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| | (b) First Amendment to the Actuant Corporation 2001 Stock Plan dated December 25, 2008 | | Exhibit 10.9 to the Registrant’s Form 10-Q for the quarter ended November 30, 2008 | | | | |
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Exhibit | | Description | | Incorporated Herein By Reference To | | Filed
Herewith | | Furnished Herewith |
10.5 |
| | (a) Actuant Corporation 2002 Stock Plan, as amended (through third amendment) | | Exhibit 10.26 to the Registrant’s Form 8-K filed on January 20, 2006 | | | | |
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| | (b) Fourth Amendment to the Actuant Corporation 2002 Stock Plan dated November 7, 2008 | | Exhibit 10.11 to the Registrant’s Form 10-Q for the quarter ended November 30, 2008 | | | | |
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10.610.4 |
| | Actuant Corporation 2009 Omnibus Incentive Plan, conformed to reflectthrough the Second Amendment thereto | | Exhibit 99.1 to the Registrant’sRegistrant's Form 8-K filed on January 17, 2013 | | | | |
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10.710.5 |
| | (a) Actuant Corporation 2001 Outside Directors’ Stock Plan | | Exhibit A to the Registrant’sRegistrant's Proxy Statement, dated December 5, 2005 for the 2006 Annual Meeting of Shareholders | | | | |
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| | | (b) First Amendment to the Amended and Restated Actuant Corporation 2001 Outside Directors’ Stock Plan dated December 25, 2008 | | Exhibit 10.10 to the Registrant’sRegistrant's Form 10-Q for the quarter ended November 30, 2008 | | | | |
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10.810.6 |
| | Actuant Corporation Long Term IncentiveSupplemental Executive Retirement Plan (conformed through the first amendment) | | Exhibit 10.2510.3 to the Registrant’sRegistrant's Form 8-K filed on July 12, 200610-Q for the quarter ended November 30, 2014 | | | | |
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10.910.7 |
| | Form of Indemnification Agreement for Directors and Officers | | Exhibit 10.35 to the Registrant's Form 10-K for the fiscal year ended August 31, 2002 10-K | | | | |
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10.1010.8 |
| | (a) Form of Actuant Corporation Change in Control Agreement for Messrs. Arzbaecher, Blackmore, Goldstein, Kobylinski, Lampereur, Scheer, Wozniak, Ms. Grissom and Ms. RobertsExecutive Officers | | Exhibit 10.1 to the Registrant’sRegistrant's Form 8-K filed on May 2, 2012 | | | | |
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| | (b) Form of Actuant Corporation Change in Control Agreement for Messrs. Axline and Boel | | Exhibit 10.2 to the Registrant’s Form 8-K filed on May 2, 2012 | | | | |
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| | (c) Amendment to Actuant Corporation Change in Control Agreement for Mr. Scheer | | | | X | | |
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10.1110.9 |
| | Actuant Corporation Executive Officer Bonus Plan | | Exhibit B to the Registrant's Definitive Proxy statement dated December 3, 2012 | | | | |
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| 10.10 |
| | (a) Form of NQSO Award (Director) under Actuant Corporation 2009 Omnibus Incentive Plan | | Exhibit 10.1(a) to the Registrant's Form 10-Q for the quarter ended February 28, 2014 | | | | |
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| | (b) Form of NQSO Award (Officer) under Actuant Corporation 2009 Omnibus Incentive Plan | | Exhibit 10.1(b) to the Registrant's Form 10-Q for the quarter ended February 28, 2014 | | | | |
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| Exhibit | | Description | | Incorporated Herein By Reference To | | Filed
Herewith | | Furnished Herewith |
10.12*10.11 |
| | Retention Bonus Agreement(a) Form RSA Award (Director) under Actuant 2009 Omnibus Incentive Plan | | Exhibit 10.2(a) to the Registrant's Form 10-Q for the quarter ended February 28, 2014 | | | | |
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| | (b) Form of RSA Award (Officer) under Actuant Corporation 2009 Omnibus Incentive Plan | | Exhibit 10.2(b) to the Registrant's Form 10-Q for the quarter ended February 28, 2014 | | | | |
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| 10.12 |
| | (a) Form of RSU Award (Director) under Actuant Corporation 2009 Omnibus Incentive Plan | | Exhibit 10.3(a) to the Registrant's Form 10-Q for the quarter ended February 28, 2014 | | | | |
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| | (b) Form of RSU Award (Officer) under Actuant Corporation 2009 Omnibus Incentive Plan | | Exhibit 10.3(b) to the Registrant's Form 10-Q for the quarter ended February 28, 2014 | | | | |
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| 10.13 |
| | Offer Letter dated August 24, 2015 by and between Actuant Corporation and Mr. ScheerRobert C. Arzbaecher | | Exhibit 10.1 to the Registrant's Form 8-K filed on August 25, 2015 | | | | |
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| 10.14 |
| | Separation and Release Agreement dated August 24, 2015 by and between Actuant Corporation and Mark E. Goldstein | | Exhibit 10.3 to the Registrant's Form 8-K filed on August 25, 2015 | | | | |
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| 10.15 |
| | Offer letter dated February 24, 2016 between Actuant Corporation and Randal W. Baker | | Exhibit 10.1 to the Registrant's Form 8-K filed on March 1, 2016 | | | | |
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| 10.16 |
| | Separation and Release Agreement dated September 7, 2016 by and between Actuant Corporation and David (Mark) Sefcik | | | | X | | |
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10.1310.17 |
| | Consulting ServicesRetirement Agreement by and between Actuant Corporation and Mr. BoelEugene E. Skogg | | | | X | | |
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10.14 |
| | Consulting Services Agreement between Actuant Corporation and Mr. Axline | | | | X | | |
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| 14 |
| | Code of Ethics Applicable to Senior Financial Executives | | Exhibit 14 of the Registrant’sRegistrant's Form 10-K for the fiscal year ended August 31, 2003 | | | | |
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| 21 |
| | Subsidiaries of the Registrant | | | | X | | |
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| 23 |
| | Consent of PricewaterhouseCoopers LLP | | | | X | | |
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| Exhibit | | Description | | Incorporated Herein By Reference To | | Filed
Herewith | | Furnished Herewith |
| 24 |
| | Power of Attorney | | | | See signature page of this report | | |
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| 31.1 |
| | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | | | | X | | |
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| 31.2 |
| | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | | | | X | | |
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| 32.1 |
| | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | | | | | | X |
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| 32.2 |
| | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | | | | | | X |
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Exhibit | | Description | | Incorporated Herein By Reference To | | Filed
Herewith | | Furnished Herewith |
| 101 |
| | The following materials from the Actuant Corporation Form 10-K for the year ended August 31, 20132016 formatted in Extensible Business Reporting Language (XBRL): (i) the Consolidated Statements of Earnings,Operations, (ii) the Consolidated Statements of Comprehensive Income (Loss), (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Cash Flows and (v) the Notes to Consolidated Financial Statements. | | | | X | | |
*Confidential treatment requested for portions of this document. Portions for which confidential treatment is requested have been marked with three asterisks [***] and a footnote indicating "Confidential treatment requested". Material omitted has been filed separately with the Securities and Exchange Commission.
