SECURITIES AND EXCHANGE COMMISSION
(Mark One)
|
| | |
| | xý | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) |
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended August 31, 20122014
|
| | |
| | ¨o | 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
(Exact name of Registrant as specified in its charter)
|
| | |
| 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)
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
|
| | | | | |
(Title
| (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. Yesx ýNo ¨o Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15d of the Act. Yes¨ oNo xý 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. Yesx ýNo ¨o 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). Yesx ýNo ¨o 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. ¨o 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): |
| | | | |
Large accelerated filerx | ý | | Accelerated filer¨ | o |
Non-accelerated filer¨ | o | | Smaller-reporting company¨ | o |
| (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 ¨o No xý There were 72,880,38064,969,276 shares of the Registrant’s Class A Common Stock outstanding as of September 30, 2012.2014. The aggregate market value of the shares of Common Stock (based upon the closing price on the New York Stock Exchange on February 29, 2012)28, 2014) held by non-affiliates of the Registrant was approximately $1,887 million.$2.47 billion.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the definitive Proxy Statement for the Annual Meeting of Shareholders to be held on January
15, 201321, 2015 are incorporated by reference into Part III hereof.
TABLE OF CONTENTS
TABLE OF CONTENTS
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,
marine, solar, infrastructure,
residential and commercial construction,
retail Do-It-Yourself (“DIY”), 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 timing or strength of an economic recovery in the Company’s markets, litigation matters, 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. 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
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
fourthree operating
and reportable segments as follows: Industrial, Energy
Electrical 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 Electrical segment is primarily involved in the design, manufacture and distribution of a broad range of electrical products to the retail DIY, wholesale, original equipment manufacturer (“OEM”), solar, utility, marine and other harsh environment markets. The Engineered Solutions segment provides highly engineered position and motion control systems to OEMsoriginal equipment manufacturers (“OEM”) and aftermarkets 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 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 annual core sales growth
(overall sales(sales growth excluding the impact of acquisitions,
divestitures and foreign currency rate changes) that exceeds the annual growth rates of the gross domestic product in the geographic regions in which we operate. 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. We also focus on profit margin expansion and cash flow generation to achieve our financial objectives. Our LEAD (“Lean Enterprise Across Disciplines”)
operationalexcellence process utilizesbusiness processes utilize 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 improvingincreasing core sales growth. The cash flow that results from efficient asset management and improved profitability is used to reduce debt and fund strategic acquisitions, treasury sharecommon stock repurchases and internal growth opportunities.
A significant portion
We believe that our targeted energy, infrastructure, food/farm productivity and natural resources/sustainability strategies provide attractive opportunities for sustainable growth, including acquisitions, geographic expansion, market share gains and new product development. Over the past two years we have taken several portfolio and capital deployment actions to better position the Company for improved future growth, including the following:
acquisition of our growth has come from business acquisitionsViking Seatech ("Viking") in August 2013 for $235 million and this will continue to besubsequent sale leaseback of $41 million of rental assets,
divestiture of the Electrical segment in December 2013, for net cash proceeds of approximately $225 million,
acquisition of Hayes Industrial Ltd ("Hayes"), an important partIndustrial segment tuck-in acquisition in May 2014, for $31 million, and
divested a manpower consulting product line of
our strategy inViking and the
future. For further information, see Note 2, “Acquisitions” inrecreational vehicle (RV) product line of the
notes to consolidated financial statements.Engineered Solutions segment during fiscal 2014, for total gross proceeds of $37 million.
Description of Business Segments
The Industrial segment is a leading global supplier of branded hydraulic and mechanical tools to a broad array of end markets, including general maintenance and repair, industrial,
oil & gas, mining, infrastructure and production automation. Its primary products include high-force hydraulic tools, highly engineered heavy lifting solutions, workholding (production automation) solutions and concrete stressing
products. Thesecomponents and systems. Our hydraulic and mechanical tools are marketed primarily through
ourthe Enerpac, Simplex,
Precision Sure-LockPrecision-Hayes and Milwaukee Cylinder brand names.
The
Our high-force hydraulic and mechanical tools, including cylinders, pumps, valves, specialty tools and presses 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.
OurThese 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, Blackwoods and
MSC.Industrial Air 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
heavy lifting 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 has 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, manufactures and distributes concrete
pre- and post-tensioningtensioning products (chucks and wedges, stressing jacks and anchors)
under the Precision-Hayes brand name which are used by concrete tensioning system designers, fabricators and installers for the residential and commercial construction,
railroad, bridge, infrastructure and mining markets.
The Energy segment provides
technical products and services to the global energy markets, where safety,
security, reliability,
up-time and productivity are key value drivers. Products include joint integrity tools and connectors for oil & gas and power generation installations
as well as rope and
cable solutions.high performance ropes, cables and umbilicals. In addition to these products, the Energy segment also provides
mooring systems and joint integrity tools under rental arrangements, as well as technical manpower
services, including machining, engineering and maintenance activities.solutions. 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 and
Jeyco)Viking SeaTech) to OEMs, maintenance and service organizations and energy producers in emerging and developed countries.
Joint integrity products include 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.
The Hydratight
businesses also
provideprovides manpower services where our highly trained technicians perform bolting, machining 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, product sales and rental revenue each generate approximately one-third of our joint integrity sales. This business maintains strong relationships with a variety of
leading firmscustomers such as Statoil,
Baker Hughes,Petrobras, BP p.l.c., Bechtel and Tig Tesco Intl.
The Energy segment also providesdevelops highly-engineered rope and cable solutions that maximize performance, safety and efficiency for customers in various markets including oil & gas, heavy marine, subsea, ROV and seismic. With its global design and manufacturing capabilities, the Cortland 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 firmscustomers such as CGG Veritas,Sercel, Expro, General Electric and Sercel.Halliburton. These products are utilized in critical applications, often deployed in harsh operating conditions (sub-sea 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.
Electrical
The Electrical
In addition, the Energy segment
isprovides 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
the design, manufactureoffshore oil & gas exploration, drilling and
distribution of a broad range of electricalFPSO projects, offshore construction and renewable energy projects. These marine products
to the retail DIY, OEM, electrical distribution, power transformation(including slings, chain, anchors, fittings and
harsh environment electrical markets. Our Electrical businesses share core competencies in product branding, distributionbuoys), innovative solutions and
channel management, global sourcingservices increase customer uptime and
managing the logistics of SKU intensive product lines. The Electrical segment sells its products through a combination of distributors, direct sales personnelensure safe operations. Viking services customers globally, including Statoil, Chevron and
manufacturers’ representatives.The Electrical segment provides the retail DIY marketBP p.l.c., with, a variety of electrical tools and consumables such as wire strippers, electrical meters, connectors, terminals, cable ties, staples and other wire management products and conduit bending equipment under the Gardner Bender, Del City and A.W. Sperry brands. These products are sold to leading retailers such as Lowe’s, The Home Depot, Menards, True Value and Ace Hardware, as well as numerous electrical distributors and OEM’s. This segment also sells power transformation products in North America including low voltage, single-phase dry type transformers and custom toroidal transformers under the Acme Electric brand name and high voltage switches under the Turner Electric brand name. These transformers are sold through electrical wholesale distributors, as well as directly to OEMs such as Rockwell Automation, Eaton, Yaskawa and General Electric. Product offerings also include electrical components and systems for the harsh environment and marine markets under the Ancor, Marinco, Guest, Mastervolt and B.E.P Marine brand names. These products are primarily sold to various customersmajor presence in the industrial, marine, power generation, industrialNorth Sea (U.K. and retail markets, including West Marine, Applied MaterialsNorway) and Kohler. The acquisition of Mastervolt in fiscal 2011 increased the Electrical segment’s product offerings, including batteries, generators, battery chargers, inverters, display panels, wiring and fully integrated systems, to the global marine and European solar markets. Solar products (primarily high efficiency solar inverters for residential and small commercial applications) are sold through local distributors and installers.
Australia.
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. This 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, quality and established customer relationships are key competitive advantages.
Approximately
55%one-half of this segment’s revenue comes from the
vehicle systemsVehicle Systems product line (Power-Packer
Gits and
Power GearGits brands),
which is soldwith sales to the 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 and
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, Volkswagen, Renault, Peugeot, BMW, Volvo and Nissan. 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
variousa variety of specialty vehicle
OEMs (principallycustomers, principally in the defense
recreational vehicle and off-highway
markets) such as Oshkosh and Fleetwood.The recent Maxima Technologies tuck-in acquisitions of Turotest Medidores Ltda and CrossControl AB, along with the fiscal 2011 acquisition of Weasler Engineering have further diversified the geographic presence, technologies and end markets of the Engineered Solutions segment. markets.
The broad range of products, technologies and engineered solutions of Weasler Engineering,
Maxima Technologies,maximatecc, Elliott Manufacturing
Sanlo and
Nielsen SessionsSanlo comprise the 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)
, and a comprehensive line of case, container and industrial hardware.. These products are sold to a variety of niche markets including agricultural implement, lawn & turf, construction, forestry, industrial, aerospace, material handling and security.
Our products and services are generally available worldwide,globally, with our principal markets outside the United States being Europe and Asia. In fiscal 20122014 we derived approximately 52%41% of our net sales from the United States, 34%39% from Europe and the Middle East, 9%15% from Asia and 5% 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 & 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 supports 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 approximated $23were $20 million $18, $21 million and $15$17 million in fiscal 2012, 20112014, 2013 and 2010,2012, respectively. We also incur significant costs in connection with fulfilling custom orders and developing unique solutions for unique customer applications,needs, which are not included in these research and development expense totals. Through our advanced proprietary processes, with approximately 561380 patents, (excluding pending applications), we create products that satisfy specific customer needs and make tasks easier and more efficient for our customers. We own numerous United States and foreign patents and trademarks. No individual patent or trademark is believed to be of such importance that its termination would have a material adverse effect on our business. 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 primarily consists of light assembly
operations.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.
We assemble the majority of the products we sell, but strategically source components and finished goods from an established global network of qualified suppliers. Components are
purchased frombuilt 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,
we believe that 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 price increases and other manufacturing cost reductions.
Order Backlogs and Seasonality
Our Industrial Energy and ElectricalEnergy 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 $226$246 million and $260$209 million at August 31, 20122014 and 2011,2013, respectively. The decrease in backlog is primarily due to reduced production schedules and orders from auto and truck OEMs in our Engineered Solutions segment. Substantially all orders are expected to be completed in the nextfilled 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
| | | | | | | | |
| | | 2012 | | | 2011 | |
Quarter 1 | | | 24 | % | | | 22 | % |
Quarter 2 | | | 24 | % | | | 23 | % |
Quarter 3 | | | 27 | % | | | 27 | % |
Quarter 4 | | | 25 | % | | | 28 | % |
| | | | | | | | |
| | | 100 | % | | | 100 | % |
| | | | | | | | |
|
| | | | | | | | |
| | | | 2014 | | 2013 | |
| | Quarter 1 (September-November) | | 24 | % | | 24 | % | |
| | Quarter 2 (December - February) | | 23 | % | | 23 | % | |
| | Quarter 3 (March - May) | | 27 | % | | 27 | % | |
| | Quarter 4 (June- August) | | 26 | % | | 26 | % | |
| | | | 100 | % | | 100 | % | |
Employees
EmployeesAt August 31, 2012,2014, we employed approximately 6,7005,800 individuals. Our employees are not subject to collective bargaining agreements, with the exception of approximately 400 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.
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 substantial 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 few 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
17,14, “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,
20122014 are listed below.
|
| | | | | |
Name | | Age | | | Position |
Robert C. Arzbaecher
Mark E. Goldstein | | 58 | 52
| | | President and Chief Executive Officer; Chairman of the BoardOfficer |
William L. Axline
Sheri R. Grissom | | 50 | 64 | | | Executive Vice President—Global Customer Relationships |
William S. Blackmore
| | | 56 | | | Executive Vice President—Engineered Solutions Segment |
Gustav H.P. Boel
| | | 67 | | | Executive Vice President; Director |
Mark E. Goldstein
| | | 56 | | | Executive Vice President and Chief Operating Officer |
Sheri R. Grissom
| | | 48 |
| | Executive Vice President—Global Human RessourcesResources |
Brian K. Kobylinski | | 48 | 46 |
| | Executive Vice President—Industrial and Energy SegmentsSegment |
Andrew G. Lampereur | | 51 | 49 |
| | Executive Vice President and Chief Financial Officer |
David L. Scheer
Roger A. Roundhouse | | 49 | 53 |
| | Executive Vice President—ElectricalEngineered Solutions Segment |
David (Mark) Sefcik | | 50 |
| | Executive Vice President—Industrial Segment |
| Theodore C. Wozniak | | 56 | 54 |
| | Executive Vice President—Business Development |
Robert C. Arzbaecher, President and
Mark E. Goldstein, Chief Executive
Officer and ChairmanOfficer. Mr. Goldstein joined Actuant in 2001 as President of the
Board of Directors. Mr. Arzbaecherformer Gardner Bender business and was
named President and Chiefpromoted to Executive
Officer of the Company in August 2000. 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.William L. Axline, Executive Vice President—Global Customer Relationships. In fiscal 2011, Mr. Axline was appointed to the newly created position of Executive Vice President—Global Customer Relationships. Mr. Axline joined Actuant in January 2008 as Executive Vice President of the Electrical Segment. Prior to Actuant, Mr. Axline held the role of Executive Vice President, Chief Operating Officer of Fluidmaster, Inc. from 2003 to 2007. Prior to joining Fluidmaster, he served as President, Chief Executive Officer, of Distribution America, Inc. from 2001 to 2003 and held the role of Vice President, General Manager at Alltrade, Inc. from 1999 to 2000. Mr. Axline also has over 27 years of leadership experience with The Stanley Works.
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 25 years, currently as a member of the Board of Directors and an Executive Vice President in charge of our LEAD initiatives. Following the spin-off of the Company’s Electronics segment in fiscal 2000, he left the Company as an employee but served as a member of the Board of Directors. During this time he was employed by APW Ltd., where he last held the position of Senior Vice President. In September 2002, he rejoined the Company as an employee and wasbefore being named business leader of the European Electrical business in addition to his Board responsibilities. Prior to the spin-off, he held various positions with the Company, including President of the Industrial business segment, President of Engineered Solutions Europe and President of Enerpac.
Mark E. Goldstein, Executive Vice President and Chief Operating Officer. Mr. Goldstein has been Actuant’s Chief Operating Officer since fiscalin 2007. He joined the Companywas named President in fiscal 2001 as the leader of the Gardner Bender businessAugust 2013 and was appointedChief Executive Vice President—Tools and SuppliesOfficer in 2003.2014. Prior to joining Actuant, he spent over 20 years in sales,Mr. Goldstein held various executive positions (sales, marketing, and operations management positions atoperations) of increasing responsibility during a 22-year career with The Stanley Works, most recentlyending as President, StanleyNorth American Hand Tools and President, 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
to Actuant over 20 years of global human resources
experience.experience to Actuant.
Brian K. Kobylinski, Executive Vice President—
Industrial and Energy
Segments.Segment. Mr. Kobylinski joined the Company in 1993 and progressed through a number of management roles within the
former Electrical Segment. He became Vice President of Business Development for Actuant in 2002 and was named Global Business Leader, Hydratight in 2005.
InFrom 2007
to 2013, he was
promoted to the
position of Industrial and
Energy Segment Leader and currently serves as the Energy Segment Leader. Prior to joining the Company, Mr. Kobylinski was employed by Fort Howard Corporation and Federated Insurance.
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 former Gardner
Bender.Bender business. 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.
David L. Scheer, Mr. Lampereur is currently a director of Generac Holdings Inc and was a director of Robbins & Myers, Inc. from 2005 through 2013.
Roger A. Roundhouse, Executive Vice President—ElectricalEngineered Solutions Segment. Mr. ScheerRoundhouse joined Actuantthe Company in his current role in fiscal 2011, bringing2014, 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 capabilities, as well as over 2520 years of experience with mergers & acquisitions and global operations.
David (Mark) Sefcik, Executive Vice President—Industrial Segment. Mr. Sefcik was promoted to Executive Vice President - Industrial Segment in
retail and wholesale electrical businesses.2013, after serving as Enerpac business leader since joining Actuant in 2008. Prior to
joining Actuant,that Mr.
Scheer was Chief Operating Officer at GranQuartz and Sigma Electric Manufacturing from2005 through 2010. Mr. Scheer also previouslySefcik held various management positionsroles of increasing responsibility at Rexel USA, Thomas & Betts and Electroline Manufacturing.
Husco International, including most recently Executive Vice President.
Theodore C. Wozniak, Executive Vice President—Business Development. Mr. Wozniak joined Actuant 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.
The Company’srisks 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 and overall challenging end market conditions could impact our ability to grow our business and adversely impact our financial condition, results of operations
and cash
flows or liquidity may be adversely affected by a prolonged economic downturn or economic uncertainty.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, marine and electrical)gas) that typically are adversely affected by downward economic cycles. As global
economic conditions weaken or economic uncertainty continues, our customers may experience deterioration of their businesses, which may delay or lengthen sales cycles. Unforeseen events may also require additional restructuring costs. 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 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.
Our growth strategy includes strategic acquisitions. We may not be able to consummate future acquisitions or successfully integrate recent and future acquisitions.
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, 2012,2014, goodwill and other intangible assets totaled $1,312$1,108 million, or about 65%60% 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. Any significant goodwill or intangible asset impairment could negatively affect our financial condition and results of operations. During fiscal 2012, we recognized pre-taxRefer to "Critical Accounting Policies" for further discussion on goodwill and intangible asset impairments.
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 its operations for businesses which may no longer be aligned with its strategic initiatives and long-term objectives. During fiscal 2014, we divested our Electrical Segment and two product lines. Divestitures pose risks and challenges that could negatively impact our business, including required separation or carve-out activities and costs, disputes with buyers or potential impairment
chargescharges. We may also dispose of
$62 milliona 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, product liability claims or environmental matters. Under these types of arrangements, performance by the divested businesses or other conditions outside our
Mastervolt business. See Note 6, “Impairment Charges” in the notes to consolidatedcontrol could affect our future financial
statements for more information regarding goodwill and intangible asset impairment charges.results.
If
the Company failswe fail to develop new products or
itsour customers do not accept the new products
it develops, the Company’swe develop, our business could be adversely affected.
Our ability to develop 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
productioncommercialization 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. 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 substantial debt level may adversely affect our future performance.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
ability to service our debt obligations would be harmed if we failfailure to comply with the financial and other covenants in our debt
agreements.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
decreasereduction 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 repurchase program 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 in fiscal 2014, 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. We compete on the basis of product design, quality, availability, performance, customer service and price. 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. In addition, many of
the Company’sour 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 fluctuations in foreign currency exchange rates, especially the Euro and British pound.
For example, since approximately one-third of our revenue is generated in Europe, the strengthing of the U.S. dollar against the Euro and British pound in fiscal 2012 unfavorably impacted our results of operations due to the translation of non-U.S. dollar denominated revenues. 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.
Large or rapid increases in the costs of raw materials or substantial decreases in their availability could adversely affect our operations.
The primary raw materials that
we useare 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 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,
conflict mineral supply chain compliance and governmental climate change initiatives 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 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, Chief Operating Officer, Chief Financial Officer 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, 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
patents,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. The agreements may be breached or terminated, and we may not have adequate remedies for any breach, and existing trade secrets, patent and copyright law 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.
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.
As of August 31, 2012,2014, the Company operated the following facilities in its continuing operations (square footage in thousands): | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Number of Locations | | | | | | | | | | |
| | | | | | Distribution /
Sales /
Admin | | | | | | Square Footage | |
| | | Manufacturing | | | | Total | | | Owned | | | Leased | | | Total | |
Industrial | | | 8 | | | | 11 | | | | 19 | | | | 157 | | | | 528 | | | | 685 | |
Energy | | | 11 | | | | 17 | | | | 28 | | | | 40 | | | | 510 | | | | 550 | |
Electrical | | | 4 | | | | 8 | | | | 12 | | | | — | | | | 739 | | | | 739 | |
Engineered Solutions | | | 18 | | | | 5 | | | | 23 | | | | 612 | | | | 927 | | | | 1,539 | |
Corporate and other | | | 1 | | | | 4 | | | | 5 | | | | 353 | | | | 90 | | | | 443 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | 42 | | | | 45 | | | | 87 | | | | 1,162 | | | | 2,794 | | | | 3,956 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
|
| | | | | | | | | | | | | | | | | | | | |
| | | | Number of Locations | | Square Footage | |
| | | | | | Distribution / Sales / Admin | | | | | |
| | | | Manufacturing | | Total | | Owned | | Leased | | Total | |
| | Industrial | | 9 |
| | 11 |
| | 20 |
| | 667 |
| | 1,015 |
| | 1,682 |
| |
| | Energy | | 12 |
| | 30 |
| | 42 |
| | 40 |
| | 1,107 |
| | 1,147 |
| |
| | Engineered Solutions | | 16 |
| | 5 |
| | 21 |
| | 157 |
| | 636 |
| | 793 |
| |
| | Corporate and other | | 1 |
| | 4 |
| | 5 |
| | 128 |
| | 353 |
| | 481 |
| |
| | | | 38 |
| | 50 |
| | 88 |
| | 992 |
| | 3,111 |
| | 4,103 |
| |
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 locationsfacilities 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, Mexico, New Zealand, Norway, Poland, Russia, Singapore, South Africa, South Korea, Spain, Sweden Turkey and the United Arab Emirates. See Note 108 “Leases” in the notes to the consolidated financial statements for information with respect to our lease commitments. In addition to the facilities above, we retain responsibility for approximately 9 owned or leased facilities that are nowWe also have one idle andfacility which is available for sale or sublease.sublease and remain a guarantor on four facility leases related to businesses that were previously divested or former manufacturing locations.
Item 3. Legal Proceedings We are a party to various legal proceedings that have arisen in the normal course of business, including product liability, environmental, labor and patent claims.
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 covered by 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 operation or cash flows. For further information refer to Note 17,14, “Contingencies and Litigation” in the notes to consolidated financial statements.
Item 4. Mine Safety Disclosures
| |
| Item 5. | Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of EquitySecurities |
The Company’s Class A common stock is traded on the New York Stock Exchange under the symbol ATU. At September 30, 2012,2014, there were 1,7761,432 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 | |
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 | |
| | | |
2011 | | June 1, 2011 to August 31, 2011 | | $ | 27.65 | | | $ | 17.47 | |
| | March 1, 2011 to May 31, 2011 | | | 29.29 | | | | 23.94 | |
| | December 1, 2010 to February 28, 2011 | | | 30.41 | | | | 23.91 | |
| | September 1, 2010 to November 30, 2010 | | | 23.97 | | | | 20.06 | |
|
| | | | | | | | | | |
| Fiscal Year | | Period | | High | | Low |
| 2014 | | June 1, 2014 to August 31, 2014 | | $ | 36.74 |
| | $ | 31.74 |
|
| | | March 1, 2014 to May 31, 2014 | | 35.86 |
| | 32.37 |
|
| | | December 1, 2013 to February 28, 2014 | | 39.09 |
| | 32.22 |
|
| | | September 1, 2013 to November 30, 2013 | | 39.84 |
| | 35.31 |
|
| 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 29, 2013 | | 31.77 |
| | 26.20 |
|
| | | September 1, 2012 to November 30, 2012 | | 31.33 |
| | 25.38 |
|
Dividends
DividendsIn fiscal 2012,2014, the Company declared a dividend of $0.04$0.04 per common share payable on October 16, 201215, 2014 to shareholders of record on September 28, 2012.30, 2014. In fiscal 2011,2013, the Company declared a dividend of $0.04$0.04 per common share payable on October 14, 201115, 2013 to shareholders of record on September 30, 2011.
2013.
Share Repurchases
In September 2011, the Company’s
The Company's Board of Directors authorized two separate authorizations (September 2011 and March 2014) to repurchase up to seven million shares each of the Company’s outstanding common stock. As summarized in the following table, as of October 1, 2014 all fourteen million shares under these two authorizations had been repurchased, with $447 million of total capital deployed, over three fiscal years. The Board of Directors authorized a new (third) stock repurchase program to acquire up to 7,000,000seven million additional shares of the Company’s outstanding Class A common stock. Since the inceptionstock on October 1, 2014.
|
| | | | | | | |
| Period |
| Shares Repurchased |
| Average Price Paid per Share |
| Fiscal 2012 |
| 2,658,751 |
|
| $ | 23.70 |
|
| Fiscal 2013 |
| 1,324,762 |
|
| 31.55 |
|
| Fiscal 2014 |
| 8,211,846 |
|
| 34.52 |
|
| Fiscal 2015 (September 1 - October 1) |
| 1,804,641 |
|
| 32.58 |
|
|
| 14,000,000 |
|
| $ | 31.93 |
|
A summary of
the stock repurchase program 2,658,751 shares have been repurchased at a total cost of $63 million. The following table presents information regarding the repurchase of common stock by the Company during the three months ended August 31, 2012. All of the shares were repurchasedfourth quarter fiscal 2014 share repurchases is as
part of the publicly announced program. | | | | | | | | | | | | |
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, 2012 | | | 698,606 | | | $ | 25.78 | | | | 4,569,149 | |
July 1 to July 31, 2012 | | | 227,900 | | | | 26.20 | | | | 4,341,249 | |
August 1 to August 31, 2012 | | | — | | | | — | | | | 4,341,249 | |
| | | | | | | | | | | | |
Total | | | 926,506 | | | $ | 25.66 | | | | | |
| | | | | | | | | | | | |
follows:
|
| | | | | | | | | | |
| 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, 2014 | | 506,772 |
| | $ | 34.78 |
| | 4,313,241 |
|
| July 1 to July 31, 2014 | | 1,167,900 |
| | 33.31 |
| | 3,145,341 |
|
| August 1 to August 31, 2014 | | 1,340,700 |
| | 32.78 |
| | 1,804,641 |
|
| | 3,015,372 |
| | $ | 33.32 |
| |
|
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.
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, 20072009 to August 31, 2012.2014
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN.Among Actuant Corporation, the S&P 500 Index, and the Dow Jones US Diversified
Industrials Index
Copyright© 2012
Copyright(c) 2013 S&P, a division of The McGraw-Hill Companies Inc. All rights reserved.
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | 8/07 | | | 8/08 | | | 8/09 | | | 8/10 | | | 8/11 | | | 8/12 | |
Actuant Corporation | | $ | 100.00 | | | $ | 103.59 | | | $ | 46.46 | | | $ | 65.34 | | | $ | 66.32 | | | $ | 93.06 | |
S&P 500 | | | 100.00 | | | | 88.86 | | | | 72.64 | | | | 76.20 | | | | 90.30 | | | | 106.56 | |
Dow Jones US Diversified Industrials | | | 100.00 | | | | 79.40 | | | | 50.68 | | | | 55.07 | | | | 63.81 | | | | 80.90 | |
Copyright(c) 2013 Dow Jones & Co. All rights reserved.
|
| | | | | | | | | | | | | | | | | | | | | | | | |
| | 8/09 | | 8/10 | | 8/11 | | 8/12 | | 8/13 | | 8/14 |
| Actuant Corporation | | $ | 100.00 |
| | $ | 140.63 |
| | $ | 142.73 |
| | $ | 200.28 |
| | $ | 254.74 |
| | $ | 240.80 |
|
| S&P 500 | | 100.00 |
| | 104.91 |
| | 124.32 |
| | 146.70 |
| | 174.13 |
| | 218.10 |
|
| Dow Jones US Diversified Industrials | | 100.00 |
| | 108.66 |
| | 125.90 |
| | 159.63 |
| | 193.98 |
| | 231.56 |
|
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, | |
| | | 2012 | | | 2011 | | | 2010 | | | 2009 | | | 2008 | |
| | | (in millions, except per share data) | |
Statement of Earnings Data(1)(2): | | | | | | | | | | | | | | | | | | | | |
Net sales | | $ | 1,605 | | | $ | 1,445 | | | $ | 1,161 | | | $ | 1,118 | | | $ | 1,446 | |
Gross profit | | | 617 | | | | 556 | | | | 427 | | | | 388 | | | | 529 | |
Selling, administrative and engineering expenses | | | 353 | | | | 333 | | | | 268 | | | | 250 | | | | 298 | |
Restructuring charges | | | 3 | | | | 2 | | | | 15 | | | | 19 | | | | — | |
Impairment charges | | | 62 | | | | — | | | | — | | | | 31 | | | | — | |
Amortization of intangible assets | | | 29 | | | | 27 | | | | 22 | | | | 20 | | | | 14 | |
Operating profit | | | 170 | | | | 194 | | | | 122 | | | | 68 | | | | 217 | |
Earnings from continuing operations | | | 87 | | | | 125 | | | | 70 | | | | 26 | | | | 126 | |
| | | | | |
Diluted earnings per share from continuing operations | | $ | 1.17 | | | $ | 1.68 | | | $ | 0.97 | | | $ | 0.43 | | | $ | 1.98 | |
Cash dividends per share declared | | | 0.04 | | | | 0.04 | | | | 0.04 | | | | 0.04 | | | | 0.04 | |
| | | | | |
Diluted weighted average common shares | | | 74,940 | | | | 75,305 | | | | 74,209 | | | | 66,064 | | | | 64,833 | |
| | | | | |
Balance Sheet Data(at end of period)(2): | | | | | | | | | | | | | | | | | | | | |
Total assets | | $ | 2,007 | | | $ | 2,063 | | | $ | 1,622 | | | $ | 1,568 | | | $ | 1,668 | |
Total debt | | | 398 | | | | 525 | | | | 367 | | | | 400 | | | | 574 | |
|
| | | | | | | | | | | | | | | | | | | | |
| | | Year Ended August 31, |
| | | 2014 | | 2013 | | 2012 | | 2011 | | 2010 |
| | | (in millions, except per share data) |
Statement of Earnings Data(1)(2): | | | | | | | | | | |
| Net sales | | $ | 1,400 |
| | $ | 1,280 |
| | $ | 1,277 |
| | $ | 1,159 |
| | $ | 927 |
|
| Gross profit | | 547 |
| | 507 |
| | 512 |
| | 465 |
| | 353 |
|
| Selling, administrative and engineering expenses | | 332 |
| | 294 |
| | 285 |
| | 270 |
| | 232 |
|
| Gain on product line divestiture | | (13 | ) | | — |
| | — |
| | — |
| | — |
|
| Amortization of intangible assets | | 25 |
| | 23 |
| | 22 |
| | 22 |
| | 19 |
|
| Operating profit | | 203 |
| | 190 |
| | 205 |
| | 173 |
| | 102 |
|
| Earnings from continuing operations | | 141 |
| | 148 |
| | 125 |
| | 110 |
| | 56 |
|
| | | | | | | | | | | |
| Diluted earnings per share from continuing operations | | $ | 1.95 |
| | $ | 1.98 |
| | $ | 1.68 |
| | $ | 1.49 |
| | $ | 0.78 |
|
| Cash dividends per share declared | | 0.04 |
| | 0.04 |
| | 0.04 |
| | 0.04 |
| | 0.04 |
|
| | | | | | | | | | | |
| Diluted weighted average common shares | | 72,486 |
| | 74,580 |
| | 74,940 |
| | 75,305 |
| | 74,209 |
|
| | | | | | | | | | | |
Balance Sheet Data (at end of period)(2): | | | | | | | | | | |
| Cash | | $ | 109 |
| | $ | 104 |
| | $ | 68 |
| | $ | 44 |
| | $ | 40 |
|
| Assets | | 1,857 |
| | 2,119 |
| | 2,007 |
| | 2,063 |
| | 1,622 |
|
| Debt | | 390 |
| | 515 |
| | 398 |
| | 525 |
| | 367 |
|
| Net debt | | 281 | | 411 | | 330 | | 481 | | 327 |
_______________________
| |
| (1) | ResultsOperating results are from continuing operations and exclude the financial results of previously divested businesses (European Electrical, Acme Aerospace and BH Electronics)reported as discontinued operations (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 period 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) | |
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 | |
Mastervolt Intl. Holding B.V. | | Electrical | | December 2010 | | | 110 | |
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 | |
Superior Plant Services, LLC | | Energy | | March 2008 | | | 25 | |
Templeton, Kenly & Co, Inc. | | Industrial | | September 2007 | | | 35 | |
| (a) | Represents approximate annual sales (in millions) at the time of the completion of the transaction. |
|
| | | | | | | | | | | | |
| | | | | | | | | |
| Acquisition | | Segment | | Date Completed | | Sales (a) | | Purchase Price |
| 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 |
|
| Weasler Engineering, Inc. | | Engineered Solutions | | June 2011 | | 85 |
| | 153 |
|
| Selantic | | Energy | | June 2010 | | 10 |
| | 17 |
|
| Biach Industries | | Energy | | April 2010 | | 5 |
| | 8 |
|
| Hydrospex | | Industrial | | April 2010 | | 25 |
| | 15 |
|
| Team Hydrotec | | Industrial | | April 2010 | | 5 |
| | 5 |
|
_______________________
(a)Represents approximate annual sales at the time of the completion of the transaction.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations As
Discusseddiscussed in Item 1, “Business,” we are a global diversified company that manufactures a broad range of industrial products and systems and are organized into
fourthree reportable segments, Industrial, Energy
Electrical 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 energy
markets. The Electrical segment designs, manufactures and distributes a broad range of electrical products to the retail DIY, wholesale, OEM, solar, utility, marine and other harsh environment 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 agricultural markets.
Our business model, which is intended to create shareholder value, emphasizes cash flow generation. The model starts with core sales growth - through customer intimacy, new products, emerging market penetration and other aspects of our LEAD Growth + Innovation process. We further increase sales and profits through acquisitions and reinvestment in our businesses, including capital expenditures. The acquisitions add new capabilities, technologies, customers and geographic presence to make our businesses stronger. Finally, LEAD operational excellence processes including effective product sourcing, acquisition integration or leadership development are utilized to improve profitability and drive cash flow. When executed successfully, these steps lead to strong earnings and cash flow generation that we reinvest back into the business.
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 20132015 include a continued focus on operational excellence, cash flow generation and growth initiatives (new product development, market share gains, geographic expansion and strategic acquisitions).Results of Operations
The comparability of operating results has been impacted by acquisitions, divestitures and the economic conditions that exist in the end markets we serve. The operating results of acquired businesses are included in our consolidated financial statements only since their respective acquisition date. Additionally, changes in foreign currency exchange rates also influence our financial results as approximately one-half of our sales are denominated in currencies other than the U.S. dollar. The year-over-year weakening of the Euro during fiscal 2012 unfavorably impacted our operating results due to the translation of Euro denominated results. Impairment charges, restructuring costs and the related benefits from previously completed restructuring projects also impact the comparability of operating results. Since the global recession in 2009 and 2010, we have taken significant actions to address our cost structure, including workforce reductions, consolidation of facilities and the centralization of certain selling and administrative functions.
Historical Financial Data (in millions)
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | Year Ended August 31, | |
| | | 2012 | | | 2011 | | | 2010 | |
Statements of Earnings Data: | | | | | | | | | | | | | | | | | | | | | | | | |
Net sales | | $ | 1,605 | | | | 100 | % | | $ | 1,445 | | | | 100 | % | | $ | 1,161 | | | | 100 | % |
Cost of products sold | | | 988 | | | | 62 | % | | | 889 | | | | 62 | % | | | 734 | | | | 63 | % |
| | | | | | | | | | | | | | | | | | | | | | | | |
Gross profit | | | 617 | | | | 38 | % | | | 556 | | | | 38 | % | | | 427 | | | | 37 | % |
Selling, administration, and engineering expenses | | | 353 | | | | 22 | % | | | 333 | | | | 23 | % | | | 268 | | | | 23 | % |
Restructuring charges | | | 3 | | | | 0 | % | | | 2 | | | | 0 | % | | | 15 | | | | 1 | % |
Impairment charge | | | 62 | | | | 4 | % | | | — | | | | 0 | % | | | — | | | | 0 | % |
Amortization of intangible assets | | | 29 | | | | 2 | % | | | 27 | | | | 2 | % | | | 22 | | | | 2 | % |
| | | | | | | | | | | | | | | | | | | | | | | | |
Operating profit | | | 170 | | | | 11 | % | | | 194 | | | | 13 | % | | | 122 | | | | 11 | % |
Financing costs, net | | | 30 | | | | 2 | % | | | 32 | | | | 2 | % | | | 32 | | | | 3 | % |
Debt refinancing charges | | | 17 | | | | 1 | % | | | — | | | | 0 | % | | | — | | | | 0 | % |
Other expense, net | | | 3 | | | | 0 | % | | | 2 | | | | 0 | % | | | 1 | | | | 0 | % |
| | | | | | | | | | | | | | | | | | | | | | | | |
Earnings from continuing operations before income tax expense | | | 120 | | | | 7 | % | | | 160 | | | | 11 | % | | | 89 | | | | 8 | % |
Income tax expense | | | 33 | | | | 2 | % | | | 35 | | | | 2 | % | | | 19 | | | | 2 | % |
| | | | | | | | | | | | | | | | | | | | | | | | |
Earnings from continuing operations | | | 87 | | | | 5 | % | | | 125 | | | | 9 | % | | | 70 | | | | 6 | % |
Loss from discontinued operations, net of income taxes | | | — | | | | 0 | % | | | (13 | ) | | | -1 | % | | | (46 | ) | | | -4 | % |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net earnings | | $ | 87 | | | | 5 | % | | $ | 112 | | | | 8 | % | | $ | 24 | | | | 2 | % |
| | | | | | | | | | | | | | | | | | | | | | | | |
Other Financial Data: | | | | | | | | | | | | | | | | | | | | | | | | |
Depreciation | | $ | 25 | | | | | | | $ | 25 | | | | | | | $ | 25 | | | | | |
Capital expenditures | | | 23 | | | | | | | | 23 | �� | | | | | | | 20 | | | | | |
|
| | | | | | | | | | | | | | | | | | | | | |
| | | Year Ended August 31, |
| | | 2014 | | 2013 | | 2012 |
| Statements of Earnings Data: | | | | | | | | | | | | |
| Net sales | | $ | 1,400 |
| | 100 | % | | $ | 1,280 |
| | 100 | % | | $ | 1,277 |
| | 100 | % |
| Cost of products sold | | 853 |
| | 61 | % | | 773 |
| | 60 | % | | 765 |
| | 60 | % |
| Gross profit | | 547 |
| | 39 | % | | 507 |
| | 40 | % | | 512 |
| | 40 | % |
| Selling, administrative and engineering expenses | | 332 |
| | 24 | % | | 294 |
| | 23 | % | | 285 |
| | 22 | % |
| Gain on product line divestiture | | (13 | ) | | (1 | )% | | — |
| | 0 | % | | — |
| | 0 | % |
| Amortization of intangible assets | | 25 |
| | 2 | % | | 23 |
| | 2 | % | | 22 |
| | 2 | % |
| Operating profit | | 203 |
| | 15 | % | | 190 |
| | 15 | % | | 205 |
| | 16 | % |
| Financing costs, net | | 25 |
| | 2 | % | | 25 |
| | 2 | % | | 30 |
| | 2 | % |
| Debt refinancing costs | | — |
| | 0 | % | | — |
| | 0 | % | | 17 |
| | 1 | % |
| Other expense, net | | 4 |
| | 0 | % | | 2 |
| | 0 | % | | 3 |
| | 0 | % |
| Earnings from continuing operations before income tax | | 174 |
| | 12 | % | | 163 |
| | 13 | % | | 155 |
| | 12 | % |
| Income tax expense | | 33 |
| | 2 | % | | 15 |
| | 1 | % | | 30 |
| | 2 | % |
| Earnings from continuing operations | | 141 |
| | 10 | % | | 148 |
| | 12 | % | | 125 |
| | 10 | % |
| Earnings (loss) from discontinued operations, net of income taxes | | 22 |
| | 2 | % | | (118 | ) | | (9 | )% | | (38 | ) | | (3 | )% |
| Net earnings | | $ | 163 |
| | 12 | % | | $ | 30 |
| | 2 | % | | $ | 87 |
| | 7 | % |
| | | | | | | | | | | | | |
| Other Financial Data: | | | | | | | | | | | | |
| Depreciation | | $ | 35 |
| | | | $ | 26 |
| | | | $ | 25 |
| | |
| Capital expenditures | | 42 |
| | | | 24 |
| | | | 23 |
| | |
Consolidated net sales increased by approximately $160$120 million (11%) from $1,445$1,280 million in fiscal 2013 to $1,400 million in fiscal 2011 to $1,605 million in fiscal 2012.2014. Excluding the $118incremental $80 million of sales from acquired businessesacquisition and divestiture activity (Viking, Hayes and RV) and the $24 million unfavorable impact of foreign currency exchange rate changes, fiscal 2012 consolidated core sales increased 5%. Consolidated net sales increased by approximately $284 million (25%) from $1,161 million in fiscal 2010 to $1,445 million in fiscal 2011. Excluding the $119 million of sales from acquired businesses and the $23$10 million favorable impact of foreign currency exchange rate changes, fiscal 20112014 consolidated core sales increased 13% compared to the prior year. Changes in net sales at the segment level are discussed in further detail below.grew 3%. Consolidated operating profit for fiscal 20122014 was $170
$203 million, compared to $194$190 million and $122$205 million for fiscal 20112013 and 2010,2012, respectively. In addition to the impact of economic conditions, the comparability of results between periods is impacted by acquisitions, changes in foreign currency exchange rates, $17 million of debt refinancing charges in fiscal 2012, the $62 million non-cash impairment charge recognized in fiscal 2012divestitures, sales levels (operating leverage), product mix, variable incentive compensation expense and the timing and amount of restructuring chargescosts and related benefits. Changes in operating profit at the segment level are discussed in further detail below.Refer to Note 13, “Business Segment, Results
Industrial Segment
While core sales growthGeographic 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 moderated throughout fiscal 2012 (due in-part to tougher prior year comparables), the segment delivered four consecutive quarters of year-over-year core sales growth in fiscal 2012, driven by elevated industrial manufacturing activities. This core sales growth and operational improvements drove segment profitability. Segment
The Industrial segment continues to focus on
providing customers with innovativeexpanding integrated solutions,
the commercialization ofpenetrating underserved vertical markets, introducing new products and
the expansion of its businessgenerating sales in
fast growing regionsregions. Despite tepid economic conditions globally, we believe the Industrial segment will generate 3-5% core sales growth during the next twelve months, driven by new product introductions, pricing and vertical markets.slightly improved end market conditions. The following table sets forth a summary results of operationsIndustrial segment results for the Industrial segmentthree most recent fiscal years (in millions):
| | | | | | | | | | | | |
| | | Year Ended August 31, | |
| | | 2012 | | | 2011 | | | 2010 | |
Net Sales | | $ | 419 | | | $ | 393 | | | $ | 300 | |
Operating Profit | | | 115 | | | | 98 | | | | 66 | |
Operating Profit % | | | 27.4 | % | | | 25.0 | % | | | 22.0 | % |
|
| | | | | | | | | | | | |
| | | Year Ended August 31, |
| | | 2014 | | 2013 | | 2012 |
| Net Sales | | $ | 414 |
| | $ | 423 |
| | $ | 419 |
|
| Operating Profit | | 120 |
| | 118 |
| | 115 |
|
| Operating Profit % | | 29.1 | % | | 27.8 | % | | 27.4 | % |
Fiscal 20122014 compared to Fiscal 20112013 Fiscal 2014 Industrial segment net sales decreased by $9 million (2%) to $414 million. Excluding $8 million of sales from the recent Hayes acquisition and the $1 million favorable impact of changes in foreign currency exchange rates, fiscal 2014 core sales declined 4%. This decline was the result of lower global Integrated Solutions activity (cautious spending by customers in infrastructure and heavy-lift markets), while shipments of industrial tool and other product lines collectively were flat year-over-year. Despite lower sales, operating profit margins improved in fiscal 2014 due to continued productivity improvements, stringent cost controls and favorable sales mix.
Fiscal 2013 compared to Fiscal 2012
Fiscal 2013 Industrial segment net sales increased by $26$4 million (7%(1%) to $419 million, the result of strong industrial tool demand across most geographies. Excluding the unfavorable impact of foreign currency exchange rates ($7 million), core$423 million. Higher global integrated solutions sales growth for fiscal 2012 was 9%. Growth + Innovation initiatives, including targeted verticaland market strategies (mining, industrial, infrastructure) and increased global demand for heavy lift and hydraulic systems (Integrated Solutions), alsoshare gains contributed to sales growth. These higher sales volumes, operational efficiencies, favorable product mix and lower incentive compensation costs resultedthe modest core growth in operating profit margin expansion during fiscal 2012.a time of global economic weakness. Operating profit was $118 million in 2013, compared to $115 million in fiscal 2012, compared to $98a $3 million (2%) increase. Operating profit and related margins improved in fiscal 2011,2013 due to slightly higher sales and lower incentive compensation expense, which were somewhat offset by unfavorable product mix.
Energy Segment
Each of our three businesses within the Energy Segment generated growth during the second half of fiscal 2014, the result of strong demand for umbilical and synthetic ropes, increased North American maintenance activity by asset owners and favorable market conditions in offshore oil & gas (Asia Pacific region). The Energy segment continues to focus on expanding its presence in the global energy markets and successfully integrating the Viking acquisition. Increased worldwide demand for energy and improved demand in non-energy markets (defense, marine and aerospace) are expected to result in 4-6% core sales growth in fiscal 2015. The following table sets forth a
$17 million (17%) increase.summary of Energy segment results for the three most recent fiscal years (in millions):
|
| | | | | | | | | | | | |
| | | Year Ended August 31, |
| | | 2014 | | 2013 | | 2012 |
| Net Sales | | $ | 462 |
| | $ | 363 |
| | $ | 349 |
|
| Operating Profit | | 56 |
| | 63 |
| | 62 |
|
| Operating Profit % | | 12.2 | % | | 17.4 | % | | 17.8 | % |
Fiscal 20112014 compared to Fiscal 20102013 Fiscal 2011 Industrial2014 Energy segment net sales increased by $93$99 million (31%(27%) to $393 million. The$462 million, with the majority due to the acquisition of two Integrated Solutions businesses (HydrospexViking in late fiscal 2013. Excluding the impact of changes in foreign currency exchange rates (which favorably impacted sales comparison by $4 million) and Team Hydrotec) contributed $36the $77 million of sales for the twelve months ended August 31, 2011. Excluding sales from these acquisitions and the favorable impact of the weaker U.S. dollar ($8 million),Viking, core sales grew 19%increased 5%. This growth was driven by increased activity in the energy, seismic exploration and defense markets. Despite robust sales activity in the Asia Pacific region, Viking encountered headwinds in the North Sea due to reduced drilling activity and investment levels in the second half of fiscal 2014. Operating profit margin declined in fiscal 2011. In addition2014 primarily due to generally improved macroeconomic conditions, the increased sales were the result of newunfavorable product introductions and increased demand from end users in the mining, oil & gas and general maintenance industries. Industrial segment operating profit increased to $98 million for the year ended August 31, 2011 compared to $66 million in fiscal 2010. acquisition mix.
Fiscal 2011 operating profit comparisons were favorably impacted by increased sales volumes and a $6 million reduction in restructuring costs. The expansion of the Industrial segment operating profit margin, despite unfavorable acquisition mix and additional costs associated with growth initiatives, was the result of a lower cost structure from past restructuring actions and increased production levels (higher absorption of fixed manufacturing costs).Energy Segment
Worldwide requirements for energy and supportive oil prices have encouraged Energy segment customers and asset owners to invest in capital projects, improve output and efficiencies and complete previously deferred maintenance activities. As a result, we have experienced broad based strength across this segment which generated year-over-year double digit core sales growth throughout fiscal 2012. The following table sets forth summary results of operations for the Energy segment (in millions):
| | | | | | | | | | | | |
| | | Year Ended August 31, | |
| | | 2012 | | | 2011 | | | 2010 | |
Net Sales | | $ | 349 | | | $ | 293 | | | $ | 236 | |
Operating Profit | | | 62 | | | | 49 | | | | 31 | |
Operating Profit % | | | 17.8 | % | | | 16.8 | % | | | 13.1 | % |
Fiscal 20122013 compared to Fiscal 20112012
Energy segment net sales for the fiscal year ended August 31,
20122013 increased
$56$14 million
(19%(4%) to
$363 million from $349 million
in the prior year. Excluding a $12 million sales benefit from
$293acquisitions and the $3 million
a year ago. Excluding $7 million of sales from the Jeyco acquisition in 2012 andtheunfavorable impact of foreign currency rate changes, (which unfavorably impacted sales by $5 million),year-over-year core sales grew 19%2% in 2012. The core sales growth reflectsfiscal 2013 reflecting modest overall market share gains and continued strong demand for our products, rental assets and technical manpower services across the global energy market.growth. Energy segment operating profit increased $13was $63 million (27%)in fiscal 2013 compared to $62 million in fiscal 2012, comparedprimarily due to $49 million in fiscal 2011. increased sales.
Engineered Solutions Segment
The
year-over-year improvement in operating profit margins is primarily the result of continued productivity improvements, increased operating leverage (driven by higher sales volumes), reduced incentive compensation costs and a favorable $3 million adjustment to an acquisition earn-out provision.Fiscal 2011 compared to Fiscal 2010
EnergyEngineered Solutions segment net sales in fiscal 2011 were $293 million, a $57 million (24%) increase over the prior year. Excluding sales from acquired businesses and foreign currency changes (which favorably impacted fiscal 2011 sales by $23 million), core sales increased 15% during fiscal 2011. This increase was the result of higher activity levels across nearly all of the segment’s primary markets including capital project activity in the oil & gas market, maintenance related spending in North America and emerging markets and strong sales to the power generation market. Energy segment operating profit increased $18 million (58%) to $49 million in fiscal 2011 compared to $31 million in fiscal 2010. The year-over-year increase in operating profit margins is primarily the result of continued productivity improvements and significantly increased operating leverage, a $2 million reduction in restructuring charges and favorable acquisition mix, partially offset by higher incentive compensation costs.
Electrical Segment
During fiscal 2012, many of the end markets within the Electrical segment recovered modestly from recessionary lows. These improved end market conditions and certain pricing actions resulted in the Electrical segment delivering 7%generated 6% core sales growth for thein fiscal year. This2014, benefiting from increased demand in both agricultural and heavy duty truck end markets globally. Other end markets including construction equipment, mining and defense were headwinds due to weak demand. The segment continues to focus on driving cost savings from the recently completed manufacturing facility consolidationcommercialization of new products and being responsivethe completion of restructuring initiatives aimed at simplifying the business and improving future profit margins. We expect the Engineered Solutions segment to end market demand (including changesgenerate 2-4% core sales growth in European solar feed-in tariffs and end market demand in North America).fiscal 2015. The following table sets forth thea summary results of operationsEngineered Solutions segment results for the Electrical segmentthree most recent fiscal years (in millions):
| | | | | | | | | | | | |
| | | Year Ended August 31, | |
| | | 2012 | | | 2011 | | | 2010 | |
Net Sales | | $ | 329 | | | $ | 286 | | | $ | 234 | |
Operating Profit (Loss) | | | (35 | ) | | | 21 | | | | 20 | |
Adjusted Operating Profit(1) | | | 28 | | | | 21 | | | | 20 | |
Adjusted Operating Profit %(1) | | | 8.5 | % | | | 7.2 | % | | | 8.5 | % |
(1) | Excludes fiscal 2012 non-cash asset impairment charge of $62 million. |
|
| | | | | | | | | | | | |
| | | Year Ended August 31, |
| | | 2014 | | 2013 | | 2012 |
| Net Sales | | $ | 524 |
| | $ | 494 |
| | $ | 508 |
|
| Operating Profit | | 55 |
| | 40 |
| | 61 |
|
| Operating Profit % | | 10.6 | % | | 8.2 | % | | 12.0 | % |
Fiscal 20122014 compared to Fiscal 20112013Electrical segment
Fiscal 2014 Engineered Solutions net sales increased
$43$30 million
(15%(6%)
in fiscal 2012 to
$329 million. Excluding$524 million versus the comparable prior year period. This growth resulted from strong European and China heavy-duty truck sales, along with increased
agricultural sales
(inclusive of new product introductions), which offset continued weak demand from
off highway equipment, defense and construction equipment OEM's. Despite higher sales levels, operating profit margins (excluding the
Mastervolt acquisition ($28 million) and changes in foreign currency exchange rates, core sales grew 7% in fiscal 2012. This was$14 million gain on the RV divestiture) declined slightly, the result of
price increasesinefficiencies and
modestly higher volumes in most sales channels. The Electrical segment generated a $35 million operating loss in fiscal 2012, compared to an operating profit of $21 million in fiscal 2011. Fiscal 2012 operating results were adversely impacted by a $62 million non-cash asset impairment charge related to the Mastervolt business. Despite unfavorable acquisition mix, higher incentive compensation costs
associated with facility consolidations and
$4$2 million of
incremental restructuring
costs incurred to consolidate transformer manufacturing facilities, adjusted operating profit margins expanded as a result of pricing actions, cost saving initiatives and favorable product mix.costs.
Fiscal 20112013 compared to Fiscal 20102012Electrical segment net sales increased by $52 million (22%) to $286 million in fiscal 2011, with $49 million of sales growth due to the Mastervolt acquisition in December 2010. Excluding Mastervolt sales and favorable changes in foreign currency exchange rates, core sales were flat with fiscal 2010. Electrical segment operating profit increased by $1 million, to $21 million in fiscal 2011. Excluding restructuring costs, operating profit margins declined in fiscal 2011 primarily due to unfavorable mix resulting from the Mastervolt acquisition.
Engineered Solutions Segment
The Engineered Solutions segment experienced a core sales decline in fiscal 2012, reflecting lower production rates by truck and automotive OEMs. Despite strong demand during the first half of fiscal 2012, growth rates have since moderated in the global agriculture and North American truck and construction equipment end markets as major OEMs reduce production schedules. This segment continues to focus on integrating the recently acquired Turotest and CrossControl acquisitions and reducing its cost structure in line with reduced OEM build rates. The following table sets forth summary results of operations for the Engineered Solutions segment (in millions):
| | | | | | | | | | | | |
| | | Year Ended August 31, | |
| | | 2012 | | | 2011 | | | 2010 | |
Net Sales | | $ | 508 | | | $ | 473 | | | $ | 391 | |
Operating Profit | | | 61 | | | | 64 | | | | 32 | |
Operating Profit % | | | 12.0 | % | | | 13.4 | % | | | 8.2 | % |
Fiscal 2012 compared to Fiscal 2011
Net sales in the Engineered Solutions segment
increased $35decreased $14 million
(7%(3%)
from fiscal 2012 to
$508$494 million in fiscal
2012.2013. Excluding the
$84benefit of $36 million of sales from acquired
businessesbusiness and the impact of
the weaker Eurochanges in foreign currency exchange rates (which unfavorably impacted sales by
$12$2 million), core sales declined
9%10% from the prior year. The core sales decline
reflects sharply lower demandwas broad based across most served end markets and
reduced production schedules from vehicle OEM’s servinggeographies and primarily reflected challenging economic conditions and OEM inventory destocking in the
convertible top autoheavy-duty truck and
European and China heavy duty truckoff-highway markets. Engineered Solutions segment operating profit
was $61declined to $40 million during fiscal
20122013 compared to
$64$61 million in the prior
year. Segment operating profit declined from the prior year,
period, primarily the result of sales declines in some of its more profitable product lines, such as automotive and cab tilt trucks.Fiscal 2011 compared to Fiscal 2010
Engineered Solutions segment net sales increased by $82 million (21%) to $473 million in fiscal 2011. Excluding the $8 million favorable impact of foreign currency rate changes and $26 million of sales from acquired businesses, core sales increased 12% in fiscal 2011. This growth reflects improved demand from vehicle OEMs in the global heavy-duty truck, agriculture and construction equipment markets. Engineered Solutions segment operating profit increased by $32 million from an operating profit of $32 million in fiscal 2010 to $64 million for fiscal 2011, primarily due to higherthe impact of lower volumes, unfavorable sales volumemix and favorable fixed cost leverage.
Restructuring Charges
In fiscal 2009 and 2010, in response to the dramatic downturn in the worldwide economy, we committed to various$2 million of restructuring initiatives including workforce reductions, plant consolidations to reduce manufacturing capacity, the continued movement of production and product sourcing to low cost countries and the centralization of certain selling and administrative functions. These actions were substantially completed by August 31, 2010, with limited restructuring activity and expense in fiscal 2011 and 2012. Total restructuring costs were $4 million,
$2 million and $17 million for the years ended August 31, 2012, 2011 and 2010, respectively. Restructuring charges in fiscal 2012 primarily relate to the closure of an Electrical segment manufacturing facility, including related severance and asset write-downs. We believe these restructuring actions better align our resources with strategic growth opportunities, optimize existing manufacturing capabilities, improve our overall cost structure and deliver increased free cash flow and profitability.
Impairment Charges
During the fourth quarter of fiscal 2012, we recognized a $62 million non-cash asset impairment charge related to the goodwill and indefinite lived intangible assets (tradename) of the Mastervolt business. The impairment was the result of business underperformance since its acquisition, reduced long-term Mastervolt profit and cash flow expectations, as well as weaker economic and credit conditions in Europe. While we believe the solar industry will continue to grow globally, we have reduced our long-term profitability expectations for Mastervolt (see Note 6, “Impairment Charges” for further information).
costs.
Since all debt is considered to be for general corporate purposes, and thereforewe do not allocate financing costs have not been allocated to our segments. Net financing costs were $25 million for both fiscal 2014 and 2013 and $30 million for the year ending August 31, 2012 and $32 million for each of the years ended August 31, 2011 and 2010.fiscal 2012. The reduction in interest expense in fiscal 20122013 reflects the conversion of our 2% Convertible Notes into common stock, as well as the benefit of lower borrowing costs includinginterest rates following the benefitrefinancing of refinancing our Senior Notes.Notes in the third quarter of fiscal 2012.
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.carryforwards to reduce income tax expense. Income tax expense also includes the impact of provision to tax return adjustments, and changes in valuation allowances and reserve requirements for unrecognized tax benefits. The effective income tax rate from continuing operations is as follows:
|
| | | | | | | | | |
| | | Year Ended August 31, |
| | | 2014 | | 2013 | | 2012 |
| Effective income tax rate | | 18.7 | % | | 9.4 | % | | 19.0 | % |
The lower effective tax rate (relative to the U.S. federal statutory income tax rate) is the result of the benefits from tax minimization planning, the utilization of tax net operating losses, favorable changes in tax laws, increased foreign tax credit utilization and favorable discrete items. Fiscal 2014 includes a net $11 million income tax benefit from a change in income tax accounting method and a reduction in the reserve for
uncertain tax positions (as a result of the lapsing of non-U.S. income tax statues of limitations) which were somewhat offset by $11 million of incremental income taxes on the RV divestiture. Fiscal 2013 included a $7 million net reversal of tax reserves established in prior years and an $11 million adjustment to properly state deferred tax balances related to equity compensation programs, while fiscal 2012
was 27.5% (22.4% excluding theincome tax expense included a $6 million discrete income tax benefit resulting from debt
refinancing and impairment charges), compared to 21.8% and 21.1% in fiscal 2011 and 2010, respectively.Discontinued Operations
Discontinued operations includes the results of the divested European Electrical business which was sold in fiscal 2010.refinancing. See Note 3, “Discontinued Operations”10, “Income Taxes” in the notes to the consolidated financial statements for further information.discussion.
Discontinued Operations
We divested our former Electrical segment in December 2013 to focus on our businesses that are tied to targeted energy, infrastructure, food/farm productivity and natural resources/sustainability secular demand. The former Electrical segment designed, manufactured and distributed a broad range of electrical products to the retail DIY, wholesale, OEM, solar, utility and marine markets. During fiscal 2012 we recognized a non-cash impairment charge of $62 million related to one of the Electrical segment's reporting units (Mastervolt). We recorded an additional $159 million impairment charge in fiscal 2013, due to our decision to divest the entire Electrical segment. The ultimate divestiture resulted in a pre-tax gain on disposal of $34 million (see Note 3, "Discontinued Operations and Divestitures" in the notes to the consolidated financial statements for further discussion). The results of operations for the Electrical segment have been reported as discontinued operations for all periods and are summarized in the following table summarizes(in millions):
|
| | | | | | | | | | | |
| | Year Ended August 31, |
| | 2014 | | 2013 | | 2012 |
| Net sales | $ | 72 |
| | $ | 286 |
| | $ | 329 |
|
| | | | | | |
Operating profit (loss) (1) | (5 | ) | | 34 |
| | 28 |
|
| Impairment charge | — |
| | (159 | ) | | (62 | ) |
| Net gain on disposal | 34 |
| | — |
| | — |
|
| Income tax benefit (expense) | (7 | ) | | 7 |
| | (4 | ) |
| Income (loss) from discontinued operations, net of income taxes | $ | 22 |
| | $ | (118 | ) | | $ | (38 | ) |
(1) The operating loss in fiscal 2014 includes the
operating results of
discontinued operations (in millions): | | | | | | | | |
| | | Year Ended
August 31, | |
| | | 2011 | | | 2010 | |
Net sales | | $ | 49 | | | $ | 106 | |
| | |
Net loss on disposal | | | (16 | ) | | | — | |
Loss from operations of discontinued business (1) | | | (1 | ) | | | (41 | ) |
Income tax (expense) benefit | | | 4 | | | | (5 | ) |
| | | | | | | | |
Loss from discontinued operations, net of income tax | | $ | (13 | ) | | $ | (46 | ) |
| | | | | | | | |
| (1) | Includes non-cash asset impairment charge of $36 million (European Electrical) in fiscal 2010. |
the Electrical segment through the divestiture date of December 13, 2013, certain divestiture costs and a $3 million non-cash charge for the accelerated vesting of equity compensation.
Liquidity and Capital Resources
At August 31, 2014, cash and cash equivalents is comprised of $78 million of cash held by foreign subsidiaries and $31 million held by U.S. subsidiaries. In order to avoid unfavorable income tax consequences, we periodically utilize safe harbor provisions to make temporary short-term intercompany advances from our foreign subsidiaries to our U.S. parent. We have not, nor do we anticipate the need to, repatriate funds to the U.S. to satisfy domestic liquidity needs arising in the ordinary course of business.
We believe that the successful execution of our business model will result in continued strong cash flow generation, which will allow us to reinvest in the business, fund future growth opportunities and stock repurchases, ultimately increasing long-term shareholder value. The following table summarizes the cash flow attributable to operating, investing and financing activities (in millions):
| | | | | | | | | | | | |
| | | Year Ended August 31, | |
| | | 2012 | | | 2011 | | | 2010 | |
Net cash provided by operating activities | | $ | 182 | | | $ | 172 | | | $ | 121 | |
Net cash used in investing activities | | | (84 | ) | | | (331 | ) | | | (57 | ) |
Net cash provided by (used in) financing activities | | | (71 | ) | | | 158 | | | | (37 | ) |
Effect of exchange rates on cash | | | (3 | ) | | | 5 | | | | 2 | |
| | | | | | | | | | | | |
Net increase in cash and cash equivalents | | $ | 24 | | | $ | 4 | | | $ | 29 | |
| | | | | | | | | | | | |
|
| | | | | | | | | | | | |
| | | Year Ended August 31, |
| | | 2014 | | 2013 | | 2012 |
| Net cash provided by operating activities | | $ | 125 |
| | $ | 194 |
| | $ | 182 |
|
| Net cash provided by (used in) investing activities | | 262 |
| | (253 | ) | | (83 | ) |
| Net cash (used in) provided by financing activities | | (381 | ) | | 99 |
| | (72 | ) |
| Effect of exchange rate changes on cash | | (1 | ) | | (4 | ) | | (3 | ) |
| Net increase in cash and cash equivalents | | $ | 5 |
| | $ | 36 |
| | $ | 24 |
|
Cash flows from operating activities during fiscal 2014 were lower than the prior year, primarily the result of reduced cash earnings, increased working capital and higher income tax payments. Operating cash flows, $289 million of proceeds from the sale of businesses and a $41 million sale leaseback of Viking rental assets funded the repurchase of approximately 8 million shares ($284 million) of the Company’s common stock, the $30 million purchase price of the Hayes acquisition and the repayment of $125 million of revolver borrowings.
Cash flows from operating activities in fiscal 20122013 were a recordrobust at $194 million, benefiting from strong earnings and working capital management. 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, and the repurchase of approximately 1.3 million shares of the Company's common stock ($42 million).
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 of cash related toin the debt refinancing. This net operating cash flow and the proceeds from the debt refinancing funded $63 million of share repurchases, $70$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 related capital expenditures weretotaled $23 million.During fiscal 2011 we generated $172 million of cash flow from operations due to increased earnings from continuing operations and effective working capital management. We utilized this cash flow, borrowings under our Senior Credit Facility and the $4 million of proceeds from the sale of the European Electrical business to fund $313 million of acquisitions (Mastervolt and Weasler) and $23 million of capital expenditures.
In fiscal 2010, cash flows from operating activities totaled $121 million. Excluding the $37 million negative impact on working capital due to the expiration of our accounts receivable securitization program, net cash provided by operating activities increased relative to the prior year as a result of increased earnings from continuing operations, effective working capital management and the receipt of income tax refunds. This cash flow and the $8 million of proceeds from the sale of a portion of the European Electrical product line funded $46 million of acquisitions, $20 million of capital expenditures and $67 million of net debt repayments.
Primary Working Capital Management
We use primary working capital (“PWC”) as a percentage of sales as a key indicator of working capital
management.management effectiveness. 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. The following table shows the components of the metric (amounts in millions):
| | | | | | | | | | | | | | | | |
| | | August 31, 2012 | | | August 31, 2011 | |
| | | $ | | | PWC % | | | $ | | | PWC % | |
Accounts receivable, net | | $ | 235 | | | | 15 | % | | $ | 224 | | | | 14 | % |
Inventory, net | | | 212 | | | | 13 | % | | | 223 | | | | 14 | % |
Accounts payable | | | (175 | ) | | | (11 | %) | | | (170 | ) | | | (11 | %) |
| | | | | | | | | | | | | | | | |
Net primary working capital | | $ | 272 | | | | 17 | % | | $ | 277 | | | | 17 | % |
| | | | | | | | | | | | | | | | |
|
| | | | | | | | | | | | | | |
| | | August 31, 2014 | | August 31, 2013 |
| | | $ | | PWC % | | $ | | PWC % |
| Accounts receivable, net | | $ | 227 |
| | 16 | % | | $ | 219 |
| | 16 | % |
| Inventory, net | | 163 |
| | 12 | % | | 143 |
| | 10 | % |
| Accounts payable | | (146 | ) | | (10 | )% | | (154 | ) | | (11 | )% |
| Net primary working capital | | $ | 244 |
| | 18 | % | | $ | 208 |
| | 15 | % |
The increase in primary working capital in fiscal 2014 primarily reflects foreign currency rate changes and increased inventory levels to support long-term customer contracts and higher safety stock levels during plant consolidations and potential supply chain disruptions resulting from a threatened longshoremen strike.
Liquidity
LiquidityOur Senior Credit Facility, which matures on February 23, 2016,July 18, 2018, includes a $600$600 million revolving credit facility, a $100$90 million term loan and a $300$350 million expansion option. Quarterly principal payments of $1.25$1 million began begin on the $100 million term loan on March 31, 2012,September 30, 2014, increasing to $2.5$2 million per quarter beginning on March 31, 2013,September 30, 2015, with the remaining principal due at maturity. At August 31, 2012,2014, we had $68$109 million of cash and cash equivalents and $598$593 million of available and unused capacity on the revolver (all of which was available for borrowings).revolver. We believe that the availability under the Senior Credit Facility, 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 requirements for the foreseeable future.
See Note 8,5, “Debt” in the notes to the consolidated financial statements for further discussion on the Senior Credit Facility.
discussion.
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.
Our receivables are derived from a diverse customer base in a number of industries. We have noindustries, with our largest single customer which generated 5% or moregenerating approximately 2% of fiscal 20122014 net sales. The majority of our manufacturing activities consist of the assembly of components which are sourced from a variety of vendors. As a result, 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$42 million, $24 million and $23 million in both fiscal 2012, 20112014, 2013 and $20 million2012, respectively. The increase in capital expenditures in fiscal 2010.2014 relates to the purchase of additional mooring assets in the Energy segment due to robust growth in the Asia Pacific region. Capital expenditures for fiscal 20132015 are expected to be approximately $30 million.to $40 million, but could vary from that depending on business performance, growth opportunities and the amount of assets we lease instead of purchase.
Commitments and Contingencies
Given our desire to allocate cash flow and revolver availability to fund growth initiatives, we typically lease much 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
10, “Leases,”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 agreements entered into bypayments under leases of businesses that were part of our former Electronics segment, which was spun-off to shareholders in fiscal 2000.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 $21 million at August 31, 2014 (including $14 million related to the former Electrical segment). As of August 31, 2014, future minimum lease payments on previously divested or spun-off business were as follows: $4 million in fiscal 2015; $3 million at August 31, 2012.in fiscal 2016; $2 million in fiscal 2017; $2 million in fiscal 2018; $2 million in fiscal 2019 and $7 million in aggregate thereafter.
We had outstanding letters of credit totaling $8$14 million and $9$11 million at August 31, 20122014 and 2011,2013, respectively, the majority of which secure self-insured workers compensation liabilities.
The timing of payments due under our contractual commitments is as follows (in millions): | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Payments Due | |
| | | 2013 | | | 2014 | | | 2015 | | | 2016 | | | 2017 | | | Thereafter | | | Total | |
Long-term debt | | $ | 8 | | | $ | 10 | | | $ | 10 | | | $ | 70 | | | $ | — | | | $ | 300 | | | $ | 398 | |
Interest on long-term debt | | | 18 | | | | 18 | | | | 18 | | | | 17 | | | | 17 | | | | 81 | | | | 169 | |
Operating leases | | | 24 | | | | 20 | | | | 15 | | | | 13 | | | | 11 | | | | 33 | | | | 116 | |
Acquisition purchase price payable | | | 6 | | | | 2 | | | | 1 | | | | — | | | | 1 | | | | — | | | | 10 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | $ | 56 | | | $ | 50 | | | $ | 44 | | | $ | 100 | | | $ | 29 | | | $ | 414 | | | $ | 693 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
The above table includes deferred purchase price and contingent consideration related to acquisitions completed in fiscal 2012 and previous years.
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Payments Due |
| | | 2015 | | 2016 | | 2017 | | 2018 | | 2019 | | Thereafter | | Total |
| Long-term debt (principal) | | $ | 5 |
| | $ | 9 |
| | $ | 9 |
| | $ | 67 |
| | $ | — |
| | $ | 300 |
| | $ | 390 |
|
| Interest on long-term debt | | 18 |
| | 18 |
| | 18 |
| | 18 |
| | 17 |
| | 47 |
| | 136 |
|
| Operating leases | | 32 |
| | 29 |
| | 26 |
| | 21 |
| | 18 |
| | 45 |
| | 171 |
|
| Deferred acquisition purchase price | | — |
| | — |
| | 2 |
| | 1 |
| | — |
| | — |
| | 3 |
|
| | | $ | 55 |
| | $ | 56 |
| | $ | 55 |
| | $ | 107 |
| | $ | 35 |
| | $ | 392 |
| | $ | 700 |
|
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.
ThoseOnly 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
as such, are
therefore excluded from
the contractual obligationsthis table.
We have long-term obligations related to our deferred compensation, pension and postretirement plans
at August 31, 2012 (excludedthat are excluded from
the contractual obligations table). Our liabilities related to these plans arethis table, summarized in Note
11,9, “Employee Benefit Plans” in the notes to consolidated financial statements.
As discussed in Note 12,10, “Income Taxes” in the notes to consolidated financial statements, we have unrecognized tax benefits of $25$32 million at August 31, 2012.2014. The liability for unrecognized tax benefits was 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.
Inventories:Revenue recognition: We recognize revenue when persuasive evidence of an arrangement exists, delivery has occurred, the sales price is fixed or determinable and collectibility 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 service 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 19% and 18%21% of total inventories at both August 31, 20122014 and 2011, respectively)2013). 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 $7$6 million at both August 31, 20122014 and $5 million at August 31, 2011.2013. 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 Our business acquisitionsAssets:
Annual Impairment Review, Estimates and Sensitivity: The purchase price allocation for acquired businesses typically resultresults in recording goodwill and other intangible assets, which are a significant portion of our total assets and affect the amount of amortization expenseand impairment charges that we could incur in future periods.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’sunit's goodwill. The estimated fair value represents the amount at whichwe believe 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.
Our fourth quarter fiscal 2014 impairment calculations included one reporting unit (Viking) that had an estimated fair value that exceeded its carrying value by 21%. The carrying value of this recently acquired reporting unit was $193 million at August 31, 2014, including $87 million of goodwill. Key financial assumptions utilized to determine the fair value of the reporting unit included modest sales growth (including 3.5% in the terminal year) and an 11.7% discount rate. The estimated future cash flows assumed improved profitability (relative to actual fiscal 2014 results) - driven by savings and efficiencies from completed restructuring actions, increased asset utilization and improved operating leverage on higher sales levels. The assumptions that have the most significant impact on the determination of the fair value of the reporting unit are 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 13%. The August 31, 2014 estimated fair value of each of the remaining six reporting units exceeded the carrying value (expressed as a percentage of the carrying value) in excess of 30%.
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, impairment charges could be required. Negative industry or economic trends, disruptions to the Company's 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.
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.
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.
A considerable amount
Business Combinations and Purchase Accounting: We account for business combinations using the acquisition method of management judgmentaccounting, and assumptionsaccordingly, the assets and liabilities of the acquired business are required in performingrecorded at their respective fair values. The excess of 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 changepurchase 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 therefore, impairment charges could be required. Referthe values of assets in use, and often requires the application of judgment regarding estimates and assumptions. While the ultimate responsibility resides with management, for material acquisitions we retain the services of certified valuation specialists to Note 3, “Discontinued Operations”assist with assigning estimated values to certain acquired assets and Note 6, “Impairment Charges” inassumed 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 notes to consolidated financial statements for further discussiontype of intangible asset purchased. This methodology incorporates various estimates and assumptions, the most significant being projected revenue growth rates, earnings margins, and forecasted cash flows based on impairment charges.the discount rate and terminal growth rate.
Employee Benefit Plans: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 ana 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 terms.forecasts. At August 31, 20122014 and 2011,2013, the weighted-average discount rate on domestic benefit plans was 3.90%4.15% and 5.00%4.90%, 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 7.75%7.50% and 7.90%7.65% at August 31, 20122014 and 2011,2013, respectively. A 25 basis point change in the assumptions for the discount rate or expected return on plan assets would not materially change fiscal 20132015 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
theany 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
11,9, “Employee Benefit Plans” in the notes to the consolidated financial statements for further discussion.
Income Taxes: We recognizeTaxes: Judgment 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 and tax planning opportunities available in the futurevarious jurisdictions in which we operate. 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, and some 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 best estimates and assumptions regarding, among other things,assets when the levelamount of expected future taxable income andis not likely to support the effectutilization of variousthe entire deduction or credit. Relevant factors in determining the realizability of deferred tax planning strategies. Future tax authority rulings and changes in tax laws, changes in projected levelsassets include future
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: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 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.New Accounting Pronouncements
The information required by this Item is provided in Note 1, “Summary of Significant Accounting Policies” in the notes to consolidated financial statements contained in Item 8—Financial Statements and Supplementary Data.
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” 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 the Netherlands, United Kingdom, Mexico and China, have exposure to foreign currency exchange fluctuations. Approximately 50% of our revenues are denominated in currencies other than the U.S. dollar. Of those non-U.S. dollar denominated amounts, approximately 48% were denominated in Euro, with the remainder denominated in British pounds and various Asian and other currencies. Our identifiable foreign currency exchange exposure results primarilyrisk relating to receipts from the anticipated purchase of product from affiliates and third partycustomers, payments to suppliers and from the repayment of intercompany loans between subsidiariestransactions 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 periodically identify areas where 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 in unfavorable translation effects on our results of operations and financial position as the 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
naturally offsetting positionsbeen $79 million and
then$11 million lower, respectively, for the twelve months ended August 31, 2014. This sensitivity analysis assumed 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
purchase hedging instrumentshave on actual sales or price levels. Similarly, a ten percent decline in foreign currency exchange rates relative to
protect against anticipated exposures.the U.S. dollar on our August 31, 2014 financial position would result in a $79 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 have earnings exposure related to interest rate changes on ourany outstanding floating rate debt instruments that are based onis indexed off of LIBOR interest rates. We have periodically utilizedutilize interest rate swap agreements to manage overall financing costs and interest rate risk. As discussed in Note 8,5, “Debt” in the notes to the consolidated financial statements, at August 31, 2011 we were a party to interest rate swap agreements that converted $100 million 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, 20122014 would result in a corresponding change in financing costs net of approximately $0.2$0.7 million on an annual basis. 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.
Item 8. Financial Statements and Supplementary Data
Item 8. | Financial Statements and Supplementary Data |
| | | | |
| | Page | |
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
| | | | |
| |
| Page |
| INDEX TO CONSOLIDATED FINANCIAL STATEMENTS | |
| |
| |
| | 29 | |
| |
| |
| | 30 | |
| |
| |
| |
| | 31 | |
| |
| |
| | 32 | |
| |
| |
| | 33 | |
| |
| |
| | 34 | |
| |
INDEX TO FINANCIAL STATEMENT SCHEDULE | |
| | |
| |
| | | 66 | |
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, 20122014 and 2011August 31, 2013, and the results of their operations and their cash flows for each of the three years in the period ended August 31, 20122014 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, 2012,2014, based on criteria established inInternal Control—Control - Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’sCompany'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’sManagement'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’sCompany'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.
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
Jeyco PtyHayes Industries Ltd.
, Turotest Medidores Ltda and CrossControl AB ("Hayes") from its assessment of internal control over financial reporting as of August 31,
20122014 because
they werethe business was acquired by the Company in
a purchase business
combinations during fiscal 2012.combination on May 23, 2014. We have also excluded
Jeyco Pty Ltd., Turotest Medidores Ltda and CrossControl ABHayes from our audit of internal control over financial reporting.
These companies areHayes is a wholly-owned
bysubsidiary of the Company
and theirwhose total assets and
revenuerevenues represent approximately
5%2% and
less than 1% respectively, of the related consolidated financial statement amounts as of and for the year ended August 31,
2012.2014.
/
S/ PRICEWATERHOUSECOOPERSs/ PricewaterhouseCoopers LLP
CONSOLIDATED STATEMENTS OF EARNINGS
(in thousands, except per share amounts)
| | | | | | | | | | | | |
| | | Year Ended August 31, | |
| | | 2012 | | | 2011 | | | 2010 | |
Net sales | | $ | 1,605,342 | | | $ | 1,445,323 | | | $ | 1,160,508 | |
Cost of products sold | | | 987,971 | | | | 889,424 | | | | 733,256 | |
| | | | | | | | | | | | |
Gross profit | | | 617,371 | | | | 555,899 | | | | 427,252 | |
Selling, administrative and engineering expenses | | | 352,875 | | | | 332,639 | | | | 267,866 | |
Restructuring charges | | | 2,816 | | | | 2,223 | | | | 15,597 | |
Impairment charge | | | 62,464 | | | | — | | | | — | |
Amortization of intangible assets | | | 29,274 | | | | 27,467 | | | | 22,017 | |
| | | | | | | | | | | | |
Operating profit | | | 169,942 | | | | 193,570 | | | | 121,772 | |
Financing costs, net | | | 29,560 | | | | 32,119 | | | | 31,859 | |
Debt refinancing costs | | | 16,830 | | | | — | | | | — | |
Other expense, net | | | 3,238 | | | | 2,244 | | | | 711 | |
| | | | | | | | | | | | |
Earnings from continuing operations before income tax | | | 120,314 | | | | 159,207 | | | | 89,202 | |
Income tax expense | | | 33,024 | | | | 34,711 | | | | 18,846 | |
| | | | | | | | | | | | |
Earnings from continuing operations | | | 87,290 | | | | 124,496 | | | | 70,356 | |
Loss from discontinued operations, net of income taxes | | | — | | | | (12,937 | ) | | | (46,325 | ) |
| | | | | | | | | | | | |
Net earnings | | $ | 87,290 | | | $ | 111,559 | | | $ | 24,031 | |
| | | | | | | | | | | | |
| | | |
Earnings from continuing operations per share: | | | | | | | | | | | | |
Basic | | $ | 1.25 | | | $ | 1.82 | | | $ | 1.04 | |
Diluted | | $ | 1.17 | | | $ | 1.68 | | | $ | 0.97 | |
| | | |
Earnings per share: | | | | | | | | | | | | |
Basic | | $ | 1.25 | | | $ | 1.63 | | | $ | 0.36 | |
Diluted | | $ | 1.17 | | | $ | 1.50 | | | $ | 0.35 | |
| | | |
Weighted average common shares outstanding: | | | | | | | | | | | | |
Basic | | | 70,099 | | | | 68,254 | | | | 67,624 | |
Diluted | | | 74,940 | | | | 75,305 | | | | 74,209 | |
|
| | | | | | | | | | | | |
| | | Year Ended August 31, |
| | | 2014 |
| 2013 |
| 2012 |
| Net sales | | $ | 1,399,862 |
| | $ | 1,279,742 |
| | $ | 1,276,521 |
|
| Cost of products sold | | 852,990 |
| | 772,792 |
| | 765,061 |
|
| Gross profit | | 546,872 |
| | 506,950 |
| | 511,460 |
|
| Selling, administrative and engineering expenses | | 332,093 |
| | 293,866 |
| | 284,920 |
|
| Gain on product line divestiture | | (13,495 | ) | | — |
| | — |
|
| Amortization of intangible assets | | 25,166 |
| | 22,939 |
| | 22,026 |
|
| Operating profit | | 203,108 |
| | 190,145 |
| | 204,514 |
|
| Financing costs, net | | 25,045 |
| | 24,837 |
| | 29,561 |
|
| Debt refinancing costs | | — |
| | — |
| | 16,830 |
|
| Other expense, net | | 4,037 |
| | 2,359 |
| | 3,493 |
|
| Earnings from continuing operations before income tax | | 174,026 |
| | 162,949 |
| | 154,630 |
|
| Income tax expense | | 32,573 |
| | 15,372 |
| | 29,354 |
|
| Earnings from continuing operations | | 141,453 |
| | 147,577 |
| | 125,276 |
|
| Earnings (loss) from discontinued operations, net of income taxes | | 22,120 |
| | (117,529 | ) | | (37,986 | ) |
| Net earnings | | $ | 163,573 |
| | $ | 30,048 |
| | $ | 87,290 |
|
| | | | | | | |
| Earnings from continuing operations per share: | | | | | | |
| Basic | | $ | 1.99 |
| | $ | 2.02 |
| | $ | 1.79 |
|
| Diluted | | $ | 1.95 |
| | $ | 1.98 |
| | $ | 1.68 |
|
| | | | | | | |
| Earnings per share: | | | | | | |
| Basic | | $ | 2.31 |
| | $ | 0.41 |
| | $ | 1.25 |
|
| Diluted | | $ | 2.26 |
| | $ | 0.40 |
| | $ | 1.17 |
|
| | | | | | | |
| Weighted average common shares outstanding: | | | | | | |
| Basic | | 70,942 |
| | 72,979 |
| | 70,099 |
|
| Diluted | | 72,486 |
| | 74,580 |
| | 74,940 |
|
The accompanying notes are an integral part of these consolidated financial statements.
CONSOLIDATED
BALANCE SHEETSSTATEMENTS OF COMPREHENSIVE INCOME
(in
thousands, except share and per share amounts) | | | | | | | | |
| | | August 31, | |
| | | 2012 | | | 2011 | |
A S S E T S | | | | | | |
Current assets | | | | | | | | |
Cash and cash equivalents | | $ | 68,184 | | | $ | 44,221 | |
Accounts receivable, net | | | 234,756 | | | | 223,760 | |
Inventories, net | | | 211,690 | | | | 223,235 | |
Deferred income taxes | | | 22,583 | | | | 34,830 | |
Prepaid expenses and other current assets | | | 24,068 | | | | 22,807 | |
| | | | | | | | |
Total current assets | | | 561,281 | | | | 548,853 | |
Property, plant and equipment | | | | | | | | |
Land, buildings, and improvements | | | 49,866 | | | | 51,901 | |
Machinery and equipment | | | 242,718 | | | | 263,250 | |
| | | | | | | | |
Gross property, plant and equipment | | | 292,584 | | | | 315,151 | |
Less: Accumulated depreciation | | | (176,700 | ) | | | (186,502 | ) |
| | | | | | | | |
Property, plant and equipment, net | | | 115,884 | | | | 128,649 | |
Goodwill | | | 866,412 | | | | 888,466 | |
Other intangibles, net | | | 445,884 | | | | 479,406 | |
Other long-term assets | | | 17,658 | | | | 17,843 | |
| | | | | | | | |
Total assets | | $ | 2,007,119 | | | $ | 2,063,217 | |
| | | | | | | | |
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 | | $ | 174,746 | | | $ | 170,084 | |
Accrued compensation and benefits | | | 58,817 | | | | 71,639 | |
Short-term borrowings and current maturities of debt | | | 7,500 | | | | 2,690 | |
Income taxes payable | | | 5,778 | | | | 19,342 | |
Other current liabilities | | | 72,165 | | | | 66,770 | |
| | | | | | | | |
Total current liabilities | | | 319,006 | | | | 330,525 | |
Long-term debt | | | 390,000 | | | | 522,727 | |
Deferred income taxes | | | 132,653 | | | | 172,259 | |
Pension and postretirement benefit liabilities | | | 26,442 | | | | 18,864 | |
Other long-term liabilities | | | 87,182 | | | | 99,829 | |
Shareholders’ equity | | | | | | | | |
Class A common stock, $0.20 par value per share, authorized 168,000,000 shares, issued 75,519,079 and 68,657,234 shares, respectively | | | 15,102 | | | | 13,731 | |
Additional paid-in capital | | | 7,725 | | | | (154,231 | ) |
Treasury stock, at cost, 2,658,751 shares | | | (63,083 | ) | | | — | |
Retained earnings | | | 1,161,564 | | | | 1,077,192 | |
Accumulated other comprehensive loss | | | (69,472 | ) | | | (17,679 | ) |
Stock held in trust | | | (2,689 | ) | | | (2,137 | ) |
Deferred compensation liability | | | 2,689 | | | | 2,137 | |
| | | | | | | | |
Total shareholders’ equity | | | 1,051,836 | | | | 919,013 | |
| | | | | | | | |
Total liabilities and shareholders’ equity | | $ | 2,007,119 | | | $ | 2,063,217 | |
| | | | | | | | |
thousands)
|
| | | | | | | | | | | | |
| | | Year Ended August 31, |
| | | 2014 | | 2013 | | 2012 |
| Net earnings | | $ | 163,573 |
| | $ | 30,048 |
| | $ | 87,290 |
|
| Other comprehensive income (loss), net of tax | | | | | | |
| Foreign currency translation adjustments | | 3,344 |
| | (2,918 | ) | | (48,571 | ) |
| Pension and other postretirement benefit plans | | (3,159 | ) | | 3,927 |
| | (6,175 | ) |
| Cash flow hedges | | 67 |
| | (197 | ) | | 2,953 |
|
| Total other comprehensive income (loss), net of tax | | 252 |
| | 812 |
| | (51,793 | ) |
| Comprehensive income | | $ | 163,825 |
| | $ | 30,860 |
| | $ | 35,497 |
|
The accompanying notes are an integral part of these consolidated financial statements.
CONSOLIDATED
STATEMENTS OF CASH FLOWSBALANCE SHEETS
(in
thousands) | | | | | | | | | | | | |
| | | Year Ended August 31, | |
| | | 2012 | | | 2011 | | | 2010 | |
Operating activities | | | | | | | | | | | | |
Net earnings | | $ | 87,290 | | | $ | 111,559 | | | $ | 24,031 | |
Adjustments to reconcile net earnings to cash provided by operating activities: | | | | | | | | | | | | |
Non-cash items: | | | | | | | | | | | | |
Depreciation and amortization | | | 54,263 | | | | 52,996 | | | | 51,875 | |
Net loss (gain) on disposal of business | | | — | | | | 11,695 | | | | (334 | ) |
Stock-based compensation expense | | | 13,346 | | | | 10,758 | | | | 8,399 | |
Provision (benefit) for deferred income taxes | | | (10,524 | ) | | | 6,480 | | | | (2,876 | ) |
Amortization of debt discount and debt issuance costs | | | 1,990 | | | | 2,904 | | | | 3,969 | |
Impairment charges | | | 62,464 | | | | — | | | | 36,139 | |
Non-cash debt refinancing costs | | | 2,254 | | | | — | | | | — | |
Other non-cash adjustments | | | — | | | | (46 | ) | | | (855 | ) |
Changes in components of working capital and other: | | | | | | | | | | | | |
Accounts receivable | | | (12,310 | ) | | | (2,564 | ) | | | (14,507 | ) |
Expiration of accounts receivable securitization program | | | — | | | | — | | | | (37,106 | ) |
Inventories | | | 11,532 | | | | (29,909 | ) | | | (7,964 | ) |
Prepaid expenses and other assets | | | (2,164 | ) | | | 5,876 | | | | 3,817 | |
Trade accounts payable | | | 5,902 | | | | 7,158 | | | | 32,727 | |
Income taxes payable | | | (17,903 | ) | | | 4,155 | | | | 16,000 | |
Accrued compensation and benefits | | | (6,292 | ) | | | 12,178 | | | | 27,361 | |
Other accrued liabilities | | | (7,519 | ) | | | (21,674 | ) | | | (19,590 | ) |
| | | | | | | | | | | | |
Cash provided by operating activities | | | 182,329 | | | | 171,566 | | | | 121,086 | |
| | | |
Investing activities | | | | | | | | | | | | |
Proceeds from sale of property, plant and equipment | | | 8,501 | | | | 1,779 | | | | 1,236 | |
Proceeds from sale of businesses | | | — | | | | 3,463 | | | | 7,516 | |
Capital expenditures | | | (22,740 | ) | | | (23,096 | ) | | | (19,966 | ) |
Business acquisitions, net of cash acquired | | | (70,267 | ) | | | (313,456 | ) | | | (45,866 | ) |
| | | | | | | | | | | | |
Cash used in investing activities | | | (84,506 | ) | | | (331,310 | ) | | | (57,080 | ) |
| | | |
Financing activities | | | | | | | | | | | | |
Net borrowings (repayments) on revolver | | | (58,167 | ) | | | 58,204 | | | | (14,313 | ) |
Principal repayments on term loans | | | (2,500 | ) | | | — | | | | — | |
Proceeds from issuance of term loans | | | — | | | | 100,000 | | | | — | |
Repurchases of 2% Convertible Notes | | | (102 | ) | | | (34 | ) | | | (22,894 | ) |
Proceeds from issuance of 5.625% Senior Notes | | | 300,000 | | | | — | | | | — | |
Redemption of 6.875% Senior Notes | | | (250,000 | ) | | | — | | | | — | |
Debt issuance costs | | | (5,490 | ) | | | (5,197 | ) | | | — | |
Purchase of treasury shares | | | (63,083 | ) | | | — | | | | — | |
Stock option exercises, related tax benefits and other | | | 10,913 | | | | 8,235 | | | | 3,315 | |
Cash dividend | | | (2,748 | ) | | | (2,716 | ) | | | (2,702 | ) |
| | | | | | | | | | | | |
Cash provided by (used in) financing activities | | | (71,177 | ) | | | 158,492 | | | | (36,594 | ) |
| | | |
Effect of exchange rate changes on cash | | | (2,683 | ) | | | 5,251 | | | | 1,425 | |
| | | | | | | | | | | | |
Net increase in cash and cash equivalents | | | 23,963 | | | | 3,999 | | | | 28,837 | |
Cash and cash equivalents—beginning of year | | | 44,221 | | | | 40,222 | | | | 11,385 | |
| | | | | | | | | | | | |
Cash and cash equivalents—end of year | | $ | 68,184 | | | $ | 44,221 | | | $ | 40,222 | |
| | | | | | | | | | | | |
thousands, except share and per share amounts)
|
| | | | | | | | |
| | | August 31, |
| | | 2014 | | 2013 |
| A S S E T S | | | | |
| Current assets | | | | |
| Cash and cash equivalents | | $ | 109,012 |
| | $ | 103,986 |
|
| Accounts receivable, net | | 227,008 |
| | 219,075 |
|
| Inventories, net | | 162,620 |
| | 142,549 |
|
| Deferred income taxes | | 11,050 |
| | 18,796 |
|
| Prepaid expenses and other current assets | | 33,300 |
| | 28,228 |
|
| Assets of discontinued operations | | — |
| | 272,606 |
|
| Total current assets | | 542,990 |
| | 785,240 |
|
| Property, plant and equipment | | | | |
| Land, buildings, and improvements | | 52,989 |
| | 52,669 |
|
| Machinery and equipment | | 281,763 |
| | 305,200 |
|
| Gross property, plant and equipment | | 334,752 |
| | 357,869 |
|
| Less: Accumulated depreciation | | (165,651 | ) | | (156,373 | ) |
| Property, plant and equipment, net | | 169,101 |
| | 201,496 |
|
| Goodwill | | 742,770 |
| | 734,952 |
|
| Other intangibles, net | | 365,177 |
| | 376,692 |
|
| Other long-term assets | | 36,841 |
| | 20,952 |
|
| Total assets | | $ | 1,856,879 |
| | $ | 2,119,332 |
|
| 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 | | $ | 145,798 |
| | $ | 154,049 |
|
| Accrued compensation and benefits | | 52,964 |
| | 43,800 |
|
| Current maturities of debt | | 4,500 |
| | — |
|
| Income taxes payable | | 38,347 |
| | 14,014 |
|
| Other current liabilities | | 57,512 |
| | 56,899 |
|
| Liabilities of discontinued operations | | — |
| | 53,080 |
|
| Total current liabilities | | 299,121 |
| | 321,842 |
|
| Long-term debt | | 385,500 |
| | 515,000 |
|
| Deferred income taxes | | 96,970 |
| | 115,865 |
|
| Pension and postretirement benefit liabilities | | 15,699 |
| | 20,698 |
|
| Other long-term liabilities | | 57,878 |
| | 65,660 |
|
| Total liabilities | | 855,168 |
| | 1,039,065 |
|
| Shareholders’ equity | | | | |
| Class A common stock, $0.20 par value per share, authorized 168,000,000 shares, issued 78,480,780 and 77,001,144 shares, respectively | | 15,695 |
| | 15,399 |
|
| Additional paid-in capital | | 93,449 |
| | 49,758 |
|
| Treasury stock, at cost, 12,195,359 shares and 3,983,513 shares, respectively | | (388,627 | ) | | (104,915 | ) |
| Retained earnings | | 1,349,602 |
| | 1,188,685 |
|
| Accumulated other comprehensive loss | | (68,408 | ) | | (68,660 | ) |
| Stock held in trust | | (4,083 | ) | | (3,124 | ) |
| Deferred compensation liability | | 4,083 |
| | 3,124 |
|
| Total shareholders’ equity | | 1,001,711 |
| | 1,080,267 |
|
| Total liabilities and shareholders’ equity | | $ | 1,856,879 |
| | $ | 2,119,332 |
|
CONSOLIDATED STATEMENTS OF
SHAREHOLDERS’ EQUITYCASH FLOWS
(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 | |
| | | Issued
Shares | | | Amount | | | | | | | | |
Balance at August 31, 2009 | | | 67,718 | | | $ | 13,543 | | | $ | (188,644 | ) | | $ | — | | | $ | 947,070 | | | $ | (24,599 | ) | | $ | (1,766 | ) | | $ | 1,766 | | | $ | 747,370 | |
Net earnings | | | — | | | | — | | | | — | | | | — | | | | 24,031 | | | | — | | | | — | | | | — | | | | 24,031 | |
Currency translation adjustments | | | — | | | | — | | | | — | | | | — | | | | — | | | | (34,845 | ) | | | — | | | | — | | | | (34,845 | ) |
Fair value of derivatives, net of taxes | | | — | | | | — | | | | — | | | | — | | | | — | | | | 15 | | | | — | | | | — | | | | 15 | |
Pension and postretirement plan funded status, net of taxes | | | — | | | | — | | | | — | | | | — | | | | — | | | | (7,676 | ) | | | — | | | | — | | | | (7,676 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total comprehensive loss | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (18,475 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Company stock contribution to employee benefit plans and other | | | 123 | | | | 24 | | | | 1,963 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 1,987 | |
Restricted stock awards | | | (24 | ) | | | (5 | ) | | | 5 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
Cash dividend ($0.04 per share) | | | — | | | | — | | | | — | | | | — | | | | (2,728 | ) | | | — | | | | — | | | | — | | | | (2,728 | ) |
Stock based compensation expense | | | — | | | | — | | | | 8,875 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 8,875 | |
Stock option exercises | | | 228 | | | | 46 | | | | 1,686 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 1,732 | |
Excess tax benefit on stock option exercises | | | — | | | | — | | | | 756 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 756 | |
Stock issued to, acquired for and distributed from rabbi trust | | | 11 | | | | 2 | | | | 202 | | | | — | | | | — | | | | — | | | | (168 | ) | | | 168 | | | | 204 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance at August 31, 2010 | | | 68,056 | | | | 13,610 | | | | (175,157 | ) | | | — | | | | 968,373 | | | | (67,105 | ) | | | (1,934 | ) | | | 1,934 | | | | 739,721 | |
Net earnings | | | — | | | | — | | | | — | | | | — | | | | 111,559 | | | | — | | | | — | | | | — | | | | 111,559 | |
Currency translation adjustments | | | — | | | | — | | | | — | | | | — | | | | — | | | | 46,307 | | | | — | | | | — | | | | 46,307 | |
Fair value of derivatives, net of taxes | | | — | | | | — | | | | — | | | | — | | | | — | | | | (2,822 | ) | | | — | | | | — | | | | (2,822 | ) |
Pension and postretirement plan funded status, net of taxes | | | — | | | | — | | | | — | | | | — | | | | — | | | | 5,941 | | | | — | | | | — | | | | 5,941 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total comprehensive income | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 160,985 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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 | |
Currency translation adjustments | | | — | | | | — | | | | — | | | | — | | | | — | | | | (48,571 | ) | | | — | | | | — | | | | (48,571 | ) |
Fair value of derivatives, net of taxes | | | — | | | | — | | | | — | | | | — | | | | — | | | | 2,953 | | | | — | | | | — | | | | 2,953 | |
Pension and postretirement plan funded status adjustment, net of taxes | | | — | | | | — | | | | — | | | | — | | | | — | | | | (6,175 | ) | | | — | | | | — | | | | (6,175 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total comprehensive income | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 35,497 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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 | |
Restricted stock awards | | | 17 | | | | 3 | | | | (3 | ) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
Cash dividend ($0.04 per share) | | | — | | | | — | | | | — | | | | — | | | | (2,918 | ) | | | — | | | | — | | | | — | | | | (2,918 | ) |
Treasury stock | | | — | | | | — | | | | — | | | | (63,083 | ) | | | — | | | | — | | | | — | | | | — | | | | (63,083 | ) |
Stock based compensation expense | | | — | | | | — | | | | 13,346 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 13,346 | |
Stock option exercises | | | 580 | | | | 116 | | | | 6,434 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 6,550 | |
Excess tax benefit on stock option exercises | | | — | | | | — | | | | 2,349 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 2,349 | |
Stock issued to, acquired for and distributed from rabbi trust | | | 26 | | | | 5 | | | | 543 | | | | — | | | | — | | | | — | | | | (552 | ) | | | 552 | | | | 548 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
| | | | | | | | | | | | |
| | | Year Ended August 31, |
| | | 2014 | | 2013 | | 2012 |
| Operating activities | | | | | | |
| Net earnings | | $ | 163,573 |
| | $ | 30,048 |
| | $ | 87,290 |
|
| Adjustments to reconcile net earnings to cash provided by operating activities: | | | | | | |
| Non-cash items: | | | | | | |
| Depreciation and amortization | | 60,635 |
| | 53,902 |
| | 54,263 |
|
| Net gain on disposal of businesses | | (29,152 | ) | | — |
| | — |
|
| Stock-based compensation expense | | 17,115 |
| | 13,440 |
| | 13,346 |
|
| Provision (benefit) for deferred income taxes | | 40 |
| | (44,265 | ) | | (10,524 | ) |
| Amortization of debt discount and debt issuance costs | | 1,829 |
| | 1,940 |
| | 1,990 |
|
| Impairment charges | | — |
| | 158,817 |
| | 62,464 |
|
| Non-cash debt refinancing costs | | — |
| | — |
| | 2,254 |
|
| Other non-cash adjustments | | (168 | ) | | 328 |
| | — |
|
| Changes in components of working capital and other: | | | | | | |
| Accounts receivable | | 1,336 |
| | (10,925 | ) | | (12,310 | ) |
| Inventories | | (21,915 | ) | | 13,714 |
| | 11,532 |
|
| Prepaid expenses and other assets | | 4,276 |
| | (4,603 | ) | | (2,164 | ) |
| Trade accounts payable | | (19,832 | ) | | (9,279 | ) | | 5,902 |
|
| Income taxes payable | | (46,133 | ) | | 594 |
| | (17,903 | ) |
| Accrued compensation and benefits | | 11,779 |
| | (14,256 | ) | | (6,292 | ) |
| Other accrued liabilities | | (18,149 | ) | | 4,334 |
| | (7,519 | ) |
| Cash provided by operating activities | | 125,234 |
| | 193,789 |
| | 182,329 |
|
| Investing activities | | | | | | |
| Proceeds from sale of property, plant and equipment | | 44,274 |
| | 1,621 |
| | 8,501 |
|
| Proceeds from sale of businesses | | 289,590 |
| | 4,854 |
| | — |
|
| Capital expenditures | | (41,857 | ) | | (23,668 | ) | | (22,740 | ) |
| Business acquisitions, net of cash acquired | | (30,500 | ) | | (235,489 | ) | | (69,309 | ) |
| Cash provided by (used in) investing activities | | 261,507 |
| | (252,682 | ) | | (83,548 | ) |
| Financing activities | | | | | | |
| Net borrowings (repayments) on revolver | | (125,000 | ) | | 125,000 |
| | (58,167 | ) |
| Principal repayments on term loans | | — |
| | (7,500 | ) | | (2,500 | ) |
| Repurchases of 2% Convertible Notes | | — |
| | — |
| | (102 | ) |
| Proceeds from issuance of 5.625% Senior Notes | | — |
| | — |
| | 300,000 |
|
| Redemption of 6.875% Senior Notes | | — |
| | — |
| | (250,000 | ) |
| Payment of deferred acquisition consideration | | (1,585 | ) | | (5,378 | ) | | (958 | ) |
| Debt issuance costs | | — |
| | (2,035 | ) | | (5,490 | ) |
| Purchase of treasury shares | | (283,712 | ) | | (41,832 | ) | | (63,083 | ) |
| Stock option exercises, related tax benefits and other | | 32,224 |
| | 33,261 |
| | 10,913 |
|
| Cash dividend | | (2,919 | ) | | (2,911 | ) | | (2,748 | ) |
| Cash (used in) provided by financing activities | | (380,992 | ) | | 98,605 |
| | (72,135 | ) |
| Effect of exchange rate changes on cash | | (723 | ) | | (3,910 | ) | | (2,683 | ) |
| Net increase in cash and cash equivalents | | 5,026 |
| | 35,802 |
| | 23,963 |
|
| Cash and cash equivalents—beginning of year | | 103,986 |
| | 68,184 |
| | 44,221 |
|
| Cash and cash equivalents—end of year | | $ | 109,012 |
| | $ | 103,986 |
| | $ | 68,184 |
|
The accompanying notes are an integral part of these consolidated financial statements.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(in thousands)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 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 | |
| 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 loss, 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 |
|
| Restricted stock awards | | 17 |
| | 3 |
| | (3 | ) | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
|
| Cash dividend ($0.04 per share) | | — |
| | — |
| | — |
| | — |
| | (2,918 | ) | | — |
| | — |
| | — |
| | (2,918 | ) |
| Treasury stock repurchases | | — |
| | — |
| | — |
| | (63,083 | ) | | — |
| | — |
| | — |
| | — |
| | (63,083 | ) |
| Stock based compensation expense | | — |
| | — |
| | 13,346 |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 13,346 |
|
| Stock option exercises | | 580 |
| | 116 |
| | 6,434 |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 6,550 |
|
| Excess tax benefit on stock option exercises | | — |
| | — |
| | 2,349 |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 2,349 |
|
| Stock issued to, acquired for and distributed from rabbi trust | | 26 |
| | 5 |
| | 543 |
| | — |
| | — |
| | — |
| | (552 | ) | | 552 |
| | 548 |
|
| 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 |
|
| Net earnings | | — |
| | — |
| | — |
| | — |
| | 30,048 |
| | — |
| | — |
| | — |
| | 30,048 |
|
| Other comprehensive income, net of tax | | — |
| | — |
| | — |
| | — |
| | — |
| | 812 |
| | — |
| | — |
| | 812 |
|
| Company stock contribution to employee benefit plans and other | | 21 |
| | 5 |
| | 592 |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 597 |
|
| Restricted stock awards | | 169 |
| | 34 |
| | (34 | ) | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
|
| Cash dividend ($0.04 per share) | | — |
| | — |
| | — |
| | — |
| | (2,927 | ) | | — |
| | — |
| | — |
| | (2,927 | ) |
| Treasury stock repurchases | | — |
| | — |
| | — |
| | (41,832 | ) | | — |
| | — |
| | — |
| | — |
| | (41,832 | ) |
| Stock based compensation expense | | — |
| | — |
| | 13,440 |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 13,440 |
|
| Stock option exercises | | 1,276 |
| | 255 |
| | 24,585 |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 24,840 |
|
| Excess tax benefit on stock option exercises | | — |
| | — |
| | 2,954 |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 2,954 |
|
| Stock issued to, acquired for and distributed from rabbi trust | | 16 |
| | 3 |
| | 496 |
| | — |
| | — |
| | — |
| | (435 | ) | | 435 |
| | 499 |
|
| 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 | | — |
| | — |
| | — |
| | — |
| | 163,573 |
| | — |
| | — |
| | — |
| | 163,573 |
|
| Other comprehensive income, net of tax | | — |
| | — |
| | — |
| | — |
| | — |
| | 252 |
| | — |
| | — |
| | 252 |
|
| Company stock contribution to employee benefit plans and other | | 16 |
| | 3 |
| | 550 |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 553 |
|
| Restricted stock awards | | 389 |
| | 78 |
| | (78 | ) | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
|
| Cash dividend ($0.04 per share) | | — |
| | — |
| | — |
| | — |
| | (2,656 | ) | | — |
| | — |
| | — |
| | (2,656 | ) |
| Treasury stock repurchases | | — |
| | — |
| | — |
| | (283,712 | ) | | — |
| | — |
| | — |
| | — |
| | (283,712 | ) |
| Stock based compensation expense | | — |
| | — |
| | 17,115 |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 17,115 |
|
| Stock option exercises | | 1,065 |
| | 213 |
| | 21,782 |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 21,995 |
|
| Excess tax benefit on stock option exercises | | — |
| | — |
| | 3,937 |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 3,937 |
|
| Stock issued to, acquired for and distributed from rabbi trust | | 10 |
| | 2 |
| | 385 |
| | — |
| | — |
| | — |
| | (959 | ) | | 959 |
| | 387 |
|
| 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 |
|
The accompanying notes are an integral part of these consolidated financial statements.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
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 fourthree reportable segments. 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 Electrical segment designs, manufactures and distributes a broad range of electrical products to the retail DIY, wholesale, original equipment manufacturer (“OEM”), solar, utility, marine and other harsh environment 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 agricultural markets. Consolidation and Presentation: The consolidated financial statements include the accounts of the Company and its subsidiaries. Actuant consolidates companies in which it owns or controls more than fifty percent of the voting shares. 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 19% and 18%21% of total inventories in 2012both 2014 and 2011, respectively)2013). 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 $6.6$5.7 million and $5.5$5.8 million at August 31, 20122014 and 2011,2013, 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 and asset owners in the Energy segment. 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 two 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, at August 31, or more frequently if events or changes in circumstances indicate that goodwill might be impaired. The Company
evaluates whetherperforms impairment reviews for its reporting units using a fair value method based on management’s judgments and assumptions. In estimating the fair value, the Company utilizes 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 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 are also subject to an annual impairment test. On an annual basis, or more frequently if events
or changes in circumstances indicate that the asset might be impaired, the fair value of the indefinite lived intangible assets are evaluated by the Company to determine if an impairment charge is required. A considerable amount of management judgment and
circumstances have occurred that indicateassumptions are required in performing the
remaining estimated useful lifeimpairment tests, principally in determining the fair value of
long-livedeach reporting unit and
finite-livedthe indefinite lived intangible assets.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
intangible assets may warrant revision
While management believes the judgments and assumptions were reasonable; different assumptions or
thatadverse market developments could change the
remaining balance of the asset may not 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 on the fair
value of the asset. See Note 6, “Impairment Charges” for details on long-lived assetvalues, and therefore, impairment charges
recognized in fiscal 2012 and 2010.could be required.
Product Warranty Costs: The Company generally offers its customers a warranty on products sold, although warranty periods may vary by product type and application. The acquisition of Mastervolt during fiscal 2011 has increased the required warranty reserve, as this business has a longer base warranty period. The reserve for future warranty claims is based on historical claimsclaim rates and current warranty cost experience. The following is a reconciliation of the changes in accrued product warranty reserves for fiscal years 20122014 and 20112013 (in thousands): | | | | | | | | |
| | | 2012 | | | 2011 | |
Beginning balance | | $ | 23,707 | | | $ | 7,868 | |
Warranty reserves of acquired businesses | | | 338 | | | | 17,457 | |
Purchase accounting adjustments | | | (7,726 | ) | | | — | |
Provision for warranties | | | 9,219 | | | | 9,190 | |
Warranty payments and costs incurred | | | (10,893 | ) | | | (12,662 | ) |
Impact of changes in foreign currency rates | | | (1,776 | ) | | | 1,854 | |
| | | | | | | | |
Ending balance | | $ | 12,869 | | | $ | 23,707 | |
| | | | | | | | |
|
| | | | | | | | |
| | | 2014 | | 2013 |
| Beginning balance | | $ | 7,413 |
| | $ | 12,869 |
|
| Warranty reserves of acquired businesses | | 44 |
| | 981 |
|
| Product line divestiture | | (699 | ) | | — |
|
| Provision for warranties | | 2,769 |
| | 7,907 |
|
| Warranty payments and costs incurred | | (5,477 | ) | | (11,616 | ) |
| Discontinued operations reclassification | | — |
| | (3,107 | ) |
| Impact of changes in foreign currency rates | | 6 |
| | 379 |
|
| Ending balance | | $ | 4,056 |
| | $ | 7,413 |
|
Revenue Recognition: Customer sales are recognized as The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred, the sales price is fixed or determinable and collectibility of the sales price is reasonably assured. For product sales, delivery does not occur until the passage of title and risk of loss and title passhave transferred to the customer which is generally upon shipment.(generally when products are shipped). Revenue from services and rental contracts are recognized when the services are provided or ratably over the contract term. 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 Receivable are stated net of an allowance for doubtful accounts of $4.4$6.0 million and $7.2$3.7 million at August 31, 20122014 and 2011,2013, respectively. Shipping and Handling Costs: The Company records costs associated with shipping its products withinin cost of products sold. 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 $22.5$20.0 million $17.7, $21.0 million and $14.5$17.1 million in fiscal 2012, 20112014, 2013 and 2010,2012, respectively. The Company also incurs significant costs in connection with fulfilling custom customer orders and executingdeveloping solutions for unique customer applications thatneeds which are not included in these research and development expense totals. Other Income/Expense: Other income and expense primarily consists of foreign exchange transaction (gains)/losses of $3.6$4.2 million $2.7, $2.7 million and $1.5$3.9 million in fiscal 2012, 20112014, 2013 and 2010,2012, respectively. Short-term Borrowings and Current Maturities of Debt: Short-term borrowings consist of foreign and domestic subsidiary overdraft borrowings and the current portion of the Company’s long-term debt. Certain of the Company’s foreign subsidiaries are parties to unsecured non-committed lines of credit with various banks. Interest rates vary depending on the currency being borrowed.ACTUANT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Financing Costs: Financing costs represent interest expense, financing fees and amortization of debt issuance costs, net of interest income.
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, and export programs, 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
ACTUANT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
exchange rate for each applicable period for revenues and expenses. Translation adjustments are reflected in the consolidated balance sheets and consolidated statements of
shareholders’shareholders' equity caption “Accumulated Other Comprehensive Loss.”
Use of Estimates: The Company has recorded reserves, assets 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 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 methods.assumptions. Actual results may differ from these estimates under different assumptions or conditions. Accounting for Derivatives and Hedging Activities: All derivatives are recognized on the balance sheet at their estimated fair value. On the date a derivative contract is entered into, the Company 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 a fair value hedge 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.New Accounting Pronouncements:In June 2011,April 2014, the Financial Accounting Standards Board (FASB) updated("FASB") issued Accounting Standard Update (ASU) 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, which includes amendments that change the disclosure requirements for comprehensive income. The updated guidancereporting discontinued operations and requires companies to disclose the total of comprehensive income, the components of net income and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. The updated guidance does not affect how earnings per share is calculated or presented. The amended guidance, which must be applied retroactively, is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011, with earlier adoption permitted.
In September 2011, the FASB issued an amendment to existing guidance on the testing of goodwill for impairment.additional disclosures about discontinued operations. Under the revisednew guidance, entities testing goodwill for impairment have the option of performingonly disposals representing a qualitative assessment before calculating the fair value of the reporting unit. If entities determine, on the basis of
ACTUANT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
qualitative factors, that the fair value of the reporting unit is more likely than not less than the carrying amount, the two-step impairment test wouldstrategic shift in operations should be required.presented as discontinued operations. The amendmentguidance is effective for annual and interim goodwill impairment tests performed for fiscal yearsperiods beginning on or after December 15, 2011, with earlier2014. The adoption permitted.
of this standard is not expected to have a material impact on the financial statements of the Company.
In July 2012,May 2014, the FASB issued updatedASU 2014-09, Revenue from Contracts with Customers. Under ASU 2014-09, 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 to establish an optional two-step analysis for impairment testing of indefinite-lived intangibles other than goodwill. The two-step analysis establishes a qualitative assessment to precede the quantitative assessment, if necessary. The standards update will beis effective for financial statements ofannual periods beginning on or after SeptemberDecember 15, 2012, with early adoption permitted.2016. The Company is currently evaluating the impact of adopting this standard.
The Company completed several business acquisitions during the last three years. All of the acquisitions resulted in the recognition of goodwill in the Company’s consolidated financial statements because the purchase prices reflect 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 $1.4$0.5 million $1.9, $3.7 million and $1.1$1.4 million in fiscal 2012, 20112014, 2013 and 2010,2012, respectively, related to various business acquisition activities. 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), including through asset appraisals and learning more about the newly acquired business, the Company will refine its estimates of fair value.value and adjust the purchase price allocation. During fiscal 20122014, goodwill related to prior year acquisitions was reduceddecreased by $3.3$0.8 million, the net result of purchase accounting adjustments to the fair value of acquired assets and assumed liabilities,liabilities.
Fiscal 2014
The Company acquired Hayes Industries Ltd. ("Hayes") on May 23, 2014 for $30.5 million plus up to $4.0 million of potential contingent consideration (based on operating results). This Industrial segment acquisition is headquartered in Sugarland, Texas and maintains a leading position in the concrete tensioning market. Its products include patented encapsulated anchor systems, wedges and customized extruded cables. The preliminary purchase price allocation resulted in the recognition of $17.5 million of goodwill (which is deductible for tax purposes) and $10.6 million of intangible assets, including $5.0 million of patents, $3.3 million of customer relationships, $2.0 million of tradenames and $0.3 million for non-compete agreements.
Fiscal 2013
The Company acquired Viking SeaTech (“Viking”) for $235.5 million on August 27, 2013. Viking expands the Energy segment's geographic presence, technologies and services provided to the global energy market. Headquartered in Aberdeen, Scotland, Viking is a
$7.7support specialist providing a comprehensive range of marine mooring equipment 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. The majority of Viking's revenue is derived from offshore vessel mooring solutions which include design, rental, installation and inspection. Viking also provides survey and other marine services to offshore operators, drillers and energy asset owners. The purchase price allocation for this acquisition resulted in the recognition of $86.9 million
reduction to Mastervolt’s initial estimated warranty reserve.of goodwill (which
ACTUANT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
is not deductible for tax purposes) and $65.4 million of intangible assets, including $40.5 million of customer relationships and $24.9 million of tradenames.
During fiscal 2012, the Company completed two Maxima Technologies maximatecc tuck-in acquisitions that furtherto 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 $40.5$40.6 million of cash, plus potential contingent consideration.cash. CrossControl, headquartered in Sweden, provides advanced electronic solutions for user-machinehuman-machine interaction, vehicle control and mobile connectivity in critical environments. On March 28, 2012 the Company acquired the stock of Turotest Medidores Ltda (“Turotest”) for $8.1 million of cash and $5.3 million of deferred purchase price. Turotest, headquartered in Brazil, designs and manufactures instrument panels 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.
The combined purchase price allocation for all threefiscal 2012 acquistionsacquisitions resulted in the recognition of $40.3$40.1 million of goodwill (which is not deductible for tax purposes) and $32.9$32.8 million of intangible assets, includingACTUANT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
$24.2 $24.2 million of customer relationships, $5.8$5.7 million of tradenames, $2.2 million of technologies and $0.7 million of non-compete agreements. During fiscal 2012, the Company also paid $1.0 million of deferred consideration for acquisitions completed in previous periods.
The following table summarizes the estimated fair values of the assets acquired and the liabilities assumed at the date of acquisition for the businesses acquired during fiscal 2012 (in thousands):
| | | | |
| | | Total | |
Accounts receivable, net | | $ | 8,879 | |
Inventories | | | 10,155 | |
Other current assets | | | 2,593 | |
Property, plant & equipment | | | 2,087 | |
Goodwill | | | 40,289 | |
Other intangible assets | | | 32,869 | |
Trade accounts payable | | | (4,270 | ) |
Other current liabilities | | | (8,097 | ) |
Deferred/contingent purchase price payable | | | (6,336 | ) |
Deferred income taxes | | | (8,823 | ) |
Other non-current liabilities | | | (126 | ) |
| | | | |
Cash paid, net of cash acquired | | $ | 69,220 | |
| | | | |
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 which will expand the product offerings of the Engineered Solutions segment.
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. Mastervolt expands the Electrical segment’s geographic presence and product offerings to include additional technologies associated with the efficient conversion, control, storage and conditioning of electrical power.
The purchase price allocations for 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. During fiscal 2011, the Company also paid $1.9 million of deferred purchase prices for acquisitions completed in previous years and completed a small product line acquisition for $0.2 million.
Fiscal 2010
During fiscal 2010, the Company completed four tuck-in acquisitions for $43.9 million of cash (net of cash acquired), $2.5 million of deferred purchase price and $4.5 million of contingent consideration. On April 9, 2010
ACTUANT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
the Company acquired Team Hydrotec, a Singapore based business that provides engineering and integrated solutions primarily to the infrastructure, energy and industrial markets. This was followed by the acquisition of Hydrospex on April 14, 2010. Headquartered in The Netherlands, Hydrospex is a provider of a broad range of heavy-lift technologies including strand jacks and gantries for the global infrastructure, power generation and other industrial markets. The products, technologies, engineering and geographic breadth of both Team Hydrotec and Hydrospex have strengthened the market positions of the Industrial Segment. On April 27, 2010, the Company completed the acquisition of New Jersey based Biach Industries, which provides custom designed bolt and stud tensioning products and services, predominately for the North American nuclear market. Biach Industries, through its strong customer relationships, engineering expertise and customized products will broaden the product and service offerings of the Energy segment to the global power generation market. Finally, on June 11, 2010 the Company completed the acquisition of Norway based Selantic, which is included in the Energy Segment. Selantic provides custom designed high performance slings, tethers and related products for heavy lifting applications.
The purchase price allocations for these acquisitions resulted in the recognition of $37.1 million of goodwill (a portion of which is deductible for tax purposes) and $18.2 million of intangible assets, including $14.5 million of customer relationships, $2.5 million of tradenames, $1.2 million of non-compete agreements and patents. During fiscal 2010, the Company also paid $2.0 million of deferred purchase price for acquisitions completed in previous years.
The following unaudited pro forma results of operations of the Company give effect to all acquisitions completed in the last three years as though the transactions and related financing activities had occurred on September 1,
20092011 (in thousands, except per share amounts).
| | | | | | | | | | | | |
| | | Fiscal Year Ended August 31, | |
| | | 2012 | | | 2011 | | | 2010 | |
Net sales | | | | | | | | | | | | |
As reported | | $ | 1,605,342 | | | $ | 1,445,323 | | | $ | 1,160,508 | |
Pro forma | | | 1,660,829 | | | | 1,642,124 | | | | 1,430,850 | |
Earnings from continuing operations | | | | | | | | | | | | |
As reported | | $ | 87,290 | | | $ | 124,496 | | | $ | 70,356 | |
Pro forma | | | 93,555 | | | | 138,945 | | | | 80,272 | |
Basic earnings per share from continuing operations | | | | | | | | | | | | |
As reported | | $ | 1.25 | | | $ | 1.82 | | | $ | 1.04 | |
Pro forma | | | 1.33 | | | | 2.04 | | | | 1.19 | |
Diluted earnings per share from continuing operations | | | | | | | | | | | | |
As reported | | $ | 1.17 | | | $ | 1.68 | | | $ | 0.97 | |
Pro forma | | | 1.25 | | | | 1.87 | | | | 1.11 | |
|
| | | | | | | | | | | | | | |
| | | | Year Ended August 31, | |
| | | | 2014 | | 2013 | | 2012 | |
| | Net sales | | | | | | | |
| | As reported | | $ | 1,399,862 |
| | $ | 1,279,742 |
| | $ | 1,276,521 |
| |
| | Pro forma | | 1,419,915 |
| | 1,390,251 |
| | 1,439,493 |
| |
| | Earnings from continuing operations | | | | | | | |
| | As reported | | $ | 141,453 |
| | $ | 147,577 |
| | $ | 125,276 |
| |
| | Pro forma | | 142,589 |
| | 154,371 |
| | 134,430 |
| |
| | Basic earnings per share from continuing operations | | | | | | | |
| | As reported | | $ | 1.99 |
| | $ | 2.02 |
| | $ | 1.79 |
| |
| | Pro forma | | 2.01 |
| | 2.12 |
| | 1.92 |
| |
| | Diluted earnings per share from continuing operations | | | | | | | |
| | As reported | | $ | 1.95 |
| | $ | 1.98 |
| | $ | 1.68 |
| |
| | Pro forma | | 1.97 |
| | 2.07 |
| | 1.80 |
| |
Note 3. Discontinued Operations
During the second quarter of fiscal 2010, and Divestitures
On June 13, 2014, the Company divested a portioncompleted the divestiture of its European ElectricalRecreational Vehicle ("RV") business (Electrical segment) for $7.5$36.5 million of cash proceeds, whichin cash. This product line divestiture resulted in a net$13.5 million pre-tax gain on disposalsale ($2.8 million net of $0.3 million.tax). The results of the RV business (which had sales of $22 million in fiscal 2014) are not material to the consolidated financial results and are included in continuing operations.
ACTUANT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The former Electrical segment designed, manufactured and distributed a broad range of electrical products to the retail DIY, wholesale, OEM, solar, utility and marine markets. On
February 28, 2011,December 13, 2013, the Company completed the sale of the
remainder of the European Electrical
businesssegment for
totalnet cash proceeds of
$3.5$252.4 million, which resulted in a pre-tax gain on disposal of $34.5 million ($26.3 million net of
transaction costs. As a result of the sale transaction, the Company recognized a pre-tax loss on disposal of $15.8 million, including an $11.4 million charge to cover future lease payments on an unfavorable real estate lease of the divested business.ACTUANT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The results of operations for the divested business have been reported as discontinued operations for all periods presented.tax). The following table summarizes the results of the Electrical segment which is reported as a discontinued operationsoperation for each of the last three fiscal years (in thousands):
| | | | | | | | |
| | | Year Ended August 31, | |
| | | 2011 | | | 2010 | |
Net sales | | $ | 49,305 | | | $ | 105,661 | |
| | |
Net gain (loss) on disposal | | | (15,829 | ) | | | 334 | |
Loss from operations of divested business (1) | | | (1,157 | ) | | | (41,525 | ) |
Income tax (expense) benefit (2) | | | 4,049 | | | | (5,134 | ) |
| | | | | | | | |
Loss from discontinued operations, net of income tax | | $ | (12,937 | ) | | $ | (46,325 | ) |
| | | | | | | | |
(1) | Includes non-cash asset impairment charge of $36.1 million (European Electrical) | | | | | | | | | | | | | | | Year Ended August 31, | | | 2014 | | 2013 | | 2012 | | Net sales | $ | 72,139 |
| | $ | 286,308 |
| | $ | 328,821 |
| | | | | | | | Operating profit (loss) (1) | (4,873 | ) | | 34,536 |
| | 28,148 |
| | Impairment charge | — |
| | (159,104 | ) | | (62,464 | ) | | Gain on disposal | 34,459 |
| | — |
| | — |
| | Income tax benefit (expense) | (7,466 | ) | | 7,039 |
| | (3,670 | ) | | Income (loss) from discontinued operations, net of taxes | $ | 22,120 |
| | $ | (117,529 | ) | | $ | (37,986 | ) |
(1) The operating loss in fiscal 2010 — see Note 6, “Impairment Charges.” |
(2) | Fiscal 2010 includes incremental tax expense of $4.3 million related to provision to return adjustments and the correction of prior period income tax amounts (correction amounts are immaterial to previously reported periods and the current year). |
Note 4. Restructuring
In fiscal 20092014 includes the operating results of the Electrical segment through the sale date of December 13, 2013, certain divestiture costs and 2010, in response toa $3.1 million non-cash charge for the dramatic downturn in the worldwide economy,accelerated vesting of equity compensation.
During fiscal 2013, the Company committed to various restructuring initiatives including workforce reductions, plant consolidationsa plan to reduce manufacturing overhead,divest the continued movement of productionformer Electrical segment due to its decision to focus on businesses that are tied to targeted energy, infrastructure, food/farm productivity and product sourcing to low cost countries andnatural resources/sustainability secular demand. As a result, the centralization of certain selling and administrative functions. These actions were substantially completed by August 31, 2010, with limited restructuring activity and expenseCompany recognized a non-cash impairment charge in fiscal 20112013 of $159.1 million, including a write-down of $137.8 million of goodwill and 2012. Total restructuring costs (including amounts recorded in cost$21.3 million of products sold) were $3.9 million, $2.3 million and $16.7 millionindefinite lived intangible assets (tradenames). The impairment charge represented the excess of the net book value of the assets held for the years ended August 31, 2012, 2011 and 2010, respectively. Restructuring charges in fiscal 2012 primarily relate to the closure of an Electrical segment manufacturing facility, including related severance and asset write-downs. We believe these restructuring actions better align our resources with strategic growth opportunities, optimize existing manufacturing capabilities, improve our overall cost structure and deliver increased free cash flow and profitability.The restructuring reserve at August 31, 2012 and 2011 was $2.9 million and $3.6 million, respectively. The remaining restructuring reserve related to severance will be paid during the next twelve months, while facility consolidation costs (primarily reserves for future lease payments for vacated facilities) will be paidsale over the underlying lease terms.
estimated fair value, less selling costs.
Note 5. Accounts Receivable SecuritizationHistorically, the Company maintained an accounts receivable securitization program under which it sold certain of its trade accounts receivable to a wholly-owned, bankruptcy-remote special purpose subsidiary which, in turn, sold participating interests in its pool of receivables to a third party financial institution. The Company did not renew the securitization program on its September 9, 2009 maturity date and as a result, utilized availability under the Senior Credit Facility to fund the corresponding $37.1 million increase in accounts receivable.
ACTUANT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Note 6. Impairment Charges
During the fourth quarter of fiscal 2012, the Company recognized a $62.5$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 since its acquisition, reduced long-term Mastervolt profit and cash flow expectations, as well as weaker economic and credit conditions in Europe. The impairment consisted of the write-down of $36.6 million of goodwill and $25.9 million of indefinite lived intangible assets (tradenames). Subsequent to this impairment charge, at August 31, 2012, there remained $40.0 million of goodwill and $13.6 million of indefinite lived intangible assets related to the Mastervolt business.
During the fourth quarter of fiscal 2010, the Company committed to a plan to divest its European Electrical business, which designed, manufactured and marketed electrical sockets, switches and other tools and consumables predominately in the European DIY retail market. Weak economic conditions throughout Europe and reduced demand in the retail DIY markets, combined with the decision to divest the business, caused the Company to reduce the projected sales, operating profit and cash flows of the business, which resulted in a $36.1 million non-cash asset impairment charge. This impairment charge consisted of the write-down of $24.5$36.6 million of goodwill $2.3and $25.9 million of indefinite lived intangible assets and $9.3 million of property, plant and equipment and other assets. As discussed in Note 3, “Discontinued Operations,” the Company subsequently divested the business in the second quarter of fiscal 2011.
(tradenames).Note
7.4. Goodwill and Other Intangible Assets
Goodwill represents the excess of the purchase price over the fair value of net assets acquired in business combinations. Goodwill is not subject to amortization and is tested for impairment annually or more frequently if events or changes in circumstances indicate that the assets might be impaired.
Annual impairmentImpairment tests are performed by the Company
annually in the fourth quarter of each fiscal year.
Total cumulative goodwill impairment charges from continuing operations were $58.8 million and $22.2 million at August 31, 2012 and 2011, respectively. The changes in the carrying amount of goodwill for the years ended August 31,
20122014 and
20112013 are as follows (in thousands):
| | | | | | | | | | | | | | | | | | | | |
| | | Industrial | | | Energy | | | Electrical | | | Engineered
Solutions | | | Total | |
Balance as of August 31, 2010 | | $ | 77,936 | | | $ | 240,590 | | | $ | 171,539 | | | $ | 214,824 | | | $ | 704,889 | |
Businesses acquired | | | 200 | | | | — | | | | 84,478 | | | | 71,186 | | | | 155,864 | |
Purchase accounting adjustments | | | 3,192 | | | | 248 | | | | — | | | | 140 | | | | 3,580 | |
Impact of changes in foreign currency rates | | | 4,081 | | | | 11,447 | | | | 4,760 | | | | 3,845 | | | | 24,133 | |
| | | | | | | | | | | | | | | | | | | | |
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 | |
| | | | | | | | | | | | | | | | | | | | |
|
| | | | | | | | | | | | | | | | | | | | |
| | | Industrial | | Energy | | Electrical | | Engineered
Solutions | | Total |
| Balance as of August 31, 2012 | | $ | 81,404 |
| | $ | 259,521 |
| | $ | 213,870 |
| | $ | 311,617 |
| | $ | 866,412 |
|
| Business acquired (Viking) | | — |
| | 87,734 |
| | — |
| | — |
| | 87,734 |
|
| Purchase accounting adjustments | | — |
| | 117 |
| | — |
| | (100 | ) | | 17 |
|
| Impairment charge | | — |
| | — |
| | (137,804 | ) | | — |
| | (137,804 | ) |
| Reclassification of 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 |
|
| Business acquired (Hayes) | | 17,536 |
| | — |
| | — |
| | — |
| | 17,536 |
|
| Purchase accounting adjustments | | — |
| | (835 | ) | | — |
| | — |
| | (835 | ) |
| Divestiture of RV business | | — |
| | — |
| | — |
| | (17,843 | ) | | (17,843 | ) |
| Impact of changes in foreign currency rates | | 119 |
| | 9,559 |
| | — |
| | (718 | ) | | 8,960 |
|
| Balance as of August 31, 2014 | | $ | 100,266 |
| | $ | 350,627 |
| | $ | — |
| | $ | 291,877 |
| | $ | 742,770 |
|
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, 2012 | | | August 31, 2011 | |
| | | | Gross
Carrying
Amount | | | Accumulated
Amortization | | | Net Book
Value | | | Gross
Carrying
Amount | | | Accumulated
Amortization | | | Net Book
Value | |
Amortizable intangible assets: | | | | | | | | | | | | | | | | | | | | | | | | | | |
Customer relationships | | 15 | | $ | 347,739 | | | $ | 93,768 | | | $ | 253,971 | | | $ | 331,171 | | | $ | 73,215 | | | $ | 257,956 | |
Patents | | 13 | | | 52,851 | | | | 34,842 | | | | 18,009 | | | | 51,169 | | | | 31,221 | | | | 19,948 | |
Trademarks and tradenames | | 19 | | | 43,820 | | | | 8,670 | | | | 35,150 | | | | 38,917 | | | | 6,571 | | | | 32,346 | |
Non-compete agreements and other | | 4 | | | 7,677 | | | | 6,316 | | | | 1,361 | | | | 7,362 | | | | 5,671 | | | | 1,691 | |
Indefinite lived intangible assets: | | | | | | | | | | | | | | | | | | | | | | | | | | |
Tradenames | | N/A | | | 137,393 | | | | — | | | | 137,393 | | | | 167,465 | | | | — | | | | 167,465 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | $ | 589,480 | | | $ | 143,596 | | | $ | 445,884 | | | $ | 596,084 | | | $ | 116,678 | | | $ | 479,406 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Weighted
Average
Amortization
Period (Years) | | August 31, 2014 | | August 31, 2013 |
| | | Gross
Carrying
Amount | | Accumulated
Amortization | | Net Book
Value | | Gross
Carrying
Amount | | Accumulated
Amortization | | Net Book
Value |
| Amortizable intangible assets: | | | | | | | | | | | | | | |
| Customer relationships | | 15 | | $ | 325,164 |
| | $ | 117,706 |
| | $ | 207,458 |
| | $ | 318,143 |
| | $ | 95,215 |
| | $ | 222,928 |
|
| Patents | | 10 | | 31,678 |
| | 17,494 |
| | 14,184 |
| | 30,564 |
| | 18,747 |
| | 11,817 |
|
| Trademarks and tradenames | | 17 | | 23,241 |
| | 6,201 |
| | 17,040 |
| | 24,088 |
| | 7,356 |
| | 16,732 |
|
| Non-compete agreements and other | | 4 | | 7,373 |
| | 6,783 |
| | 590 |
| | 7,034 |
| | 6,458 |
| | 576 |
|
| Indefinite lived intangible assets: | | | | | | | | | | | | | | |
| Tradenames | | N/A | | 125,905 |
| | — |
| | 125,905 |
| | 124,639 |
| | — |
| | 124,639 |
|
| | | | | $ | 513,361 |
| | $ | 148,184 |
| | $ | 365,177 |
| | $ | 504,468 |
| | $ | 127,776 |
| | $ | 376,692 |
|
Changes in the gross carrying value of intangible assets result from foreign currency exchange rate changes, acquisition activitiesbusiness acquisitions, divestitures and impairment charges. Amortization expense recorded on intangible assets for the years ended August 31, 2012, 2011 and 2010 was $29.3 million, $27.5 million and $22.0 million, respectively. Amortization expense for future years is estimated to be: $29.7$25.6 million in each of fiscal years 2015 and 2016, $24.9 million in fiscal 2013, $28.12017, $24.1 million in fiscal 2014, $28.02018, $23.9 million in fiscal 2015, $27.82019 and $115.2 million in fiscal 2016, $26.6 million in fiscal 2017 and $168.3 million in aggregate thereafter. The future amortization expense amounts represent estimates, which may change based on future acquisitions, changes in foreign currency exchange rates orand other factors. The following is a summary of the Company’s long-term indebtedness (in thousands):
| | | | | | | | |
| | | August 31, | |
| | | 2012 | | | 2011 | |
Senior Credit Facility | | | | | | | | |
Revolver | | $ | — | | | $ | 58,000 | |
Term Loan | | | 97,500 | | | | 100,000 | |
| | | | | | | | |
| | | 97,500 | | | | 158,000 | |
5.625% Senior Notes | | | 300,000 | | | | — | |
6.875% Senior Notes | | | — | | | | 249,432 | |
| | | | | | | | |
Total Senior Indebtedness | | | 397,500 | | | | 407,432 | |
Convertible subordinated debentures (“2% Convertible Notes”) | | | — | | | | 117,795 | |
| | | | | | | | |
Total Debt | | | 397,500 | | | | 525,227 | |
Less: current maturities of long-term debt | | | (7,500 | ) | | | (2,500 | ) |
| | | | | | | | |
Total long-term debt, less current maturities | | $ | 390,000 | | | $ | 522,727 | |
| | | | | | | | |
|
| | | | | | | | | | |
| | | | August 31, | |
| | | | 2014 | | 2013 | |
| | Senior Credit Facility | | | | | |
| | Revolver | | $ | — |
| | $ | 125,000 |
| |
| | Term Loan | | 90,000 |
| | 90,000 |
| |
| | | | 90,000 |
| | 215,000 |
| |
| | 5.625% Senior Notes | | 300,000 |
| | 300,000 |
| |
| | Total Senior Indebtedness | | 390,000 |
| | 515,000 |
| |
| | Less: current maturities of long-term debt | | (4,500 | ) | | — |
| |
| | Total long-term debt, less current maturities | | $ | 385,500 |
| | $ | 515,000 |
| |
The Company’s Senior Credit Facility, which matures on February 23, 2016,July 18, 2018, provides a $600.0$600.0 million revolving credit facility, a $100.0$90.0 million term loan and a $300.0$350.0 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 1.25%1.00% to 2.50% in the case of loans bearingACTUANT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
interest at LIBOR and from 0.25%
0.00% to 1.50% in the case of loans bearing interest at the base rate. At As of August 31, 2012,2014, the borrowing spread on LIBOR based borrowings was 1.25% (aggregating to 1.50% on the outstanding term loan)approximately 1.44%). In addition, a non-use fee is payable quarterly on the average unused credit line under the revolver ranging from 0.2%0.15% to 0.4%0.40% per annum. At As of August 31, 20122014, the available and unused credit line under the revolver was $598.3 million.$593.2 million. Quarterly term loan principal payments of $1.25$1.1 million began begin on the $100.0September 30, 2014, increase to $2.3 million term loan on March 31, 2012, increasing to $2.5 million per quarter beginning on March 31, 2013,September 30, 2015, 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 fixed chargeinterest coverage ratio of 1.50:3.50:1. The Company was in compliance with all debtits financial covenants at August 31, 2012.2014
. On April 16, 2012, the Company issued $300.0$300.0 million of 5.625% Senior Notes due 2022 (the “Senior Notes”) in a private offering.. 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 Senior Notes include a call feature that allows the Company to repurchase them anytime on or after June 15, 2017 at stated redemption prices (ranging
ACTUANT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
from 100.0% to 102.8%), plus accrued and unpaid interest. The Company utilized the net proceeds from this issuance to fund the repurchase of all its then outstanding $250.0then-outstanding $250 million6.875% Senior Notes due 2017 at a cost of 104%, or $260.4 million.$260.4 million. In November 2003, the Company issued $150.0$150.0 million of Senior Subordinated Convertible Debentures due November 15, 2023 (the “2%“2% Convertible Notes”). Prior to fiscal 2012, the Company 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$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$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$15.6 million of the related prior income tax benefit was recaptured and repaid in the fourth quarter of fiscal 2012. In fiscal 2011, the Company entered into interest rate swap contracts that had a total notional value of $100.0$100.0 million and maturity dates of March 23, 2016.2016. 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$100.0 million of the Senior Credit Facility variable rate borrowings into fixed rate debt. In connection with the debt refinancing transactions discussed above, theThe Company terminated the interest rate swap contracts on April 3, 2012, which resulted in a cash payment to the counterparty of $4.1$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$16.8 million pre-tax debt refinancing charge, which included $10.4$10.4 million of tender premium paid to holders of existing the 6.875% Senior Notes, a $2.3$2.3 million write-off of deferred financing costs and debt discount and a $4.1$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.$6.3 million. The Company made cash interest payments of $25.9$21.0 million $26.1, $21.0 million and $26.8$26.0 million in fiscal 2012, 20112014, 2013 and 2010,2012, respectively.ACTUANT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Note
9.6. 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, | |
| | | 2012 | | | 2011 | |
Level 1 Valuation: | | | | | | | | |
Cash equivalents | | $ | 5,154 | | | $ | 1,958 | |
Investments | | | 1,602 | | | | 1,464 | |
| | |
Level 2 Valuation: | | | | | | | | |
Foreign currency forward contracts | | $ | 945 | | | $ | (81 | ) |
Interest rate swap contracts | | | — | | | | (4,552 | ) |
As discussed in Note 6, “Impairment Charges” at
|
| | | | | | | | | | |
| | | | August 31, | |
| | | | 2014 | | 2013 | |
| | Level 1 Valuation: | | | | | |
| | Cash equivalents | | $ | 1,207 |
| | $ | 1,092 |
| |
| | Investments | | 2,118 |
| | 1,793 |
| |
| | Level 2 Valuation: | | | | | |
| | Foreign currency forward contracts | | $ | (966 | ) | | $ | 143 |
| |
At August 31,
2012, the Mastervolt 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 of2013, the assets and liabilities of the
reporting unitElectrical segment are classified as
ifdiscontinued operations and therefore are valued at fair value, less cost to sell. In determining the
reporting unit had been acquired in afair 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
combination. The tradename was valued using the relief of royalty income approach.strategies. These represent Level 3 assets measured at fair value on a nonrecurring basis.
The fair value of the Company’s cash, accounts receivable, accounts payable short-term borrowings and its variable rate long-term debt approximated book value at August 31, 20122014 and 20112013 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$300.0 million of 5.625% Senior Notes was $309.8$315.8 million and $300.8 million at August 31, 2012. At August 31, 2011, the2014 and 2013, respectively. The fair value of the outstanding $250.0 million of 6.875% Senior Notes was $252.5 million while the fair value of the $117.8 million 2% Convertible Notes was $127.9 million. The fair values of the Senior Notes and 2% Convertible Notes were based on quoted inactive market prices and are therefore classified as Level 2 within the valuation hierarchy.
ACTUANT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Note 10.7. 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 a liability of $1.0 million at August 31, 2014 and an asset of $0.1 million at August 31, 2013, 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). The U.S. dollar equivalent notional value of these foreign currency forward contracts was $1.0 million and $9.7 million, at August 31, 2014 and 2013, respectively.
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 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 $219.9 million and $383.6 million, at August 31, 2014 and 2013, respectively. Net foreign currency losses related to these derivative instruments were $13.6 million for the year ended August 31, 2014 while the prior year included a gain of $0.8 million, which offset foreign currency gains/losses from the related revaluation on non-functional currency assets and liabilities (included in other income/expense in the consolidated statement of earnings).
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, 2012,2014, future obligations under non-cancelable operating leases (related to continuing operations) were as follows: $24.5$32.1 million in fiscal 2013; $19.72015; $28.7 million in fiscal 2014; $15.32016; $25.5 million in fiscal 2015; $13.12017; $21.3 million in fiscal 2016; $10.92018; $18.0 million in fiscal 2017;2019; and $33.5$45.3 million in aggregate thereafter. Total related rental expense under operating leases was $29.5$31.6 million $26.4, $26.0 million and $22.3$24.2 million in fiscal 2012, 20112014, 2013 and 2010,2012, respectively. In fiscal 2014, the Company completed the sale leaseback (seven year term) of certain rental assets of the Viking business for proceeds of $41 million.
As discussed in Note
17,14, “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.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Note
11.9. Employee Benefit Plans
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. Most 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 August 31 measurement date (in thousands):
| | | | | | | | |
| | | 2012 | | | 2011 | |
Reconciliation of benefit obligations: | | | | | | | | |
Benefit obligation at beginning of year | | $ | 44,430 | | | $ | 46,967 | |
Interest cost | | | 2,162 | | | | 2,108 | |
Actuarial (gain) loss | | | 6,855 | | | | (2,311 | ) |
Benefits paid | | | (2,577 | ) | | | (2,334 | ) |
| | | | | | | | |
Benefit obligation at end of year | | $ | 50,870 | | | $ | 44,430 | |
| | | | | | | | |
Reconciliation of plan assets: | | | | | | | | |
Fair value of plan assets at beginning of year | | $ | 32,412 | | | $ | 25,429 | |
Actual return on plan assets | | | 2,911 | | | | 2,890 | |
Company contributions | | | 949 | | | | 6,427 | |
Benefits paid from plan assets | | | (2,577 | ) | | | (2,334 | ) |
| | | | | | | | |
Fair value of plan assets at end of year | | | 33,695 | | | | 32,412 | |
| | | | | | | | |
Funded status of the plans (underfunded) | | $ | (17,175 | ) | | $ | (12,018 | ) |
| | | | | | | | |
|
| | | | | | | | |
| | | 2014 | | 2013 |
| Reconciliation of benefit obligations: | | | | |
| Benefit obligation at beginning of year | | $ | 45,046 |
| | $ | 50,870 |
|
| Adjustment | | — |
| | (280 | ) |
| Interest cost | | 2,146 |
| | 1,928 |
|
| Actuarial (gain) loss | | 3,769 |
| | (4,983 | ) |
| Benefits paid | | (3,416 | ) | | (2,489 | ) |
| Benefit obligation at end of year | | $ | 47,545 |
| | $ | 45,046 |
|
| Reconciliation of plan assets: | | | | |
| Fair value of plan assets at beginning of year | | $ | 34,054 |
| | $ | 33,695 |
|
| Actual return on plan assets | | 5,180 |
| | 2,252 |
|
| Company contributions | | 8,824 |
| | 596 |
|
| Benefits paid from plan assets | | (3,416 | ) | | (2,489 | ) |
| Fair value of plan assets at end of year | | 44,642 |
| | 34,054 |
|
| Funded status of the plans (underfunded) | | $ | (2,903 | ) | | $ | (10,992 | ) |
The following table provides detail on the Company’s net periodic benefit costs (in thousands):
| | | | | | | | | | | | |
| | | Year ended August 31, | |
| | | 2012 | | | 2011 | | | 2010 | |
Interest cost | | $ | 2,162 | | | $ | 2,108 | | | $ | 2,306 | |
Expected return on assets | | | (2,471 | ) | | | (2,221 | ) | | | (2,568 | ) |
Amortization of actuarial loss | | | 675 | | | | 669 | | | | 310 | |
| | | | | | | | | | | | |
Net benefit cost | | $ | 366 | | | $ | 556 | | | $ | 48 | |
| | | | | | | | | | | | |
|
| | | | | | | | | | | | |
| | | Year ended August 31, |
| | | 2014 | | 2013 | | 2012 |
| Interest cost | | $ | 2,146 |
| | $ | 1,928 |
| | $ | 2,162 |
|
| Expected return on assets | | (2,959 | ) | | (2,468 | ) | | (2,471 | ) |
| Amortization of actuarial loss | | 667 |
| | 878 |
| | 675 |
|
| Net benefit cost (income) | | $ | (146 | ) | | $ | 338 |
| | $ | 366 |
|
At August 31, 20122014 and 2011, $15.62013, $12.6 million and $12.0$12.0 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,accumulated other comprehensive loss, net of income taxes. During fiscal 2013, $0.62015, $0.5 million of these actuarial losses are expected to be recognized in net periodic benefit cost. Weighted-average assumptions used to determine
benefitU.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:
| | | | | | | | | | | | |
| | | 2012 | | | 2011 | | | 2010 | |
Assumptions for benefit obligations: | | | | | | | | | | | | |
Discount rate | | | 3.90 | % | | | 5.00 | % | | | 4.60 | % |
Assumptions for net periodic benefit cost: | | | | | | | | | | | | |
Discount rate | | | 5.00 | % | | | 4.60 | % | | | 5.60 | % |
Expected return on plan assets | | | 7.90 | % | | | 8.00 | % | | | 8.25 | % |
|
| | | | | | | | | | | |
| | | | 2014 | | 2013 | | 2012 | |
| | Assumptions for benefit obligations: | | | | | | | |
| | Discount rate | | 4.15 | % | | 4.90 | % | | 3.90 | % | |
| | Assumptions for net periodic benefit cost: | | | | | | | |
| | Discount rate | | 4.90 | % | | 3.90 | % | | 5.00 | % | |
| | Expected return on plan assets | | 7.65 | % | | 7.75 | % | | 7.90 | % | |
ACTUANT CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
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 are 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 market valueplan assets is 60% to - 80% in equity securities, andwith the remainder invested in fixed income securities and cash. Cash balances are maintained at levels adequate to meet near-term plan
ACTUANT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
expenses and benefit payments. Investment risk is measured and monitored on an ongoing basis.At
August 31, 2012,2014, Company’s overall expected long-term rate of return for assets in U.S. pension plans was 7.75%7.50%. 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 are 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
9,6, “Fair Value Measurements.” The U.S. pension plan investment allocations by asset category
were as follows (in thousands):
| | | | | | | | | | | | | | | | |
| | | U.S. Pension Plans | |
| | | Year Ended August 31, | |
| | | 2012 | | | % | | | 2011 | | | % | |
Cash and cash equivalents | | $ | 250 | | | | 0.7 | % | | $ | 5,703 | | | | 17.6 | % |
| | | | |
Fixed income securities: | | | | | | | | | | | | | | | | |
Government bonds | | | 310 | | | | 0.9 | % | | | 554 | | | | 1.7 | % |
Corporate bonds | | | 7,489 | | | | 22.2 | % | | | 6,677 | | | | 20.6 | % |
Mutual funds | | | 2,678 | | | | 8.0 | % | | | — | | | | — | |
Short term funds | | | — | | | | 0.0 | % | | | 107 | | | | 0.3 | % |
| | | | | | | | | | | | | | | | |
| | | 10,477 | | | | 31.1 | % | | | 7,338 | | | | 22.6 | % |
Equity securities: | | | | | | | | | | | | | | | | |
Mutual funds | | | 22,968 | | | | 68.2 | % | | | — | | | | — | |
U.S. companies | | | — | | | | 0.0 | % | | | 14,560 | | | | 44.9 | % |
International companies | | | — | | | | 0.0 | % | | | 4,811 | | | | 14.8 | % |
| | | | | | | | | | | | | | | | |
| | | 22,968 | | | | 68.2 | % | | | 19,371 | | | | 59.8 | % |
| | | | | | | | | | | | | | | | |
Total Plan Assets | | $ | 33,695 | | | | 100.0 | % | | $ | 32,412 | | | | 100.0 | % |
| | | | | | | | | | | | | | | | |
|
| | | | | | | | | | | | | | |
| | | Year Ended August 31, |
| | | 2014 | | % | | 2013 | | % |
| Cash and cash equivalents | | $ | — |
| | — | % | | $ | 348 |
| | 1.0 | % |
| Fixed income securities: | | | | | | | | |
| Corporate bonds | | 9,749 |
| | 21.8 |
| | 8,741 |
| | 25.7 |
|
| Mutual funds | | 4,474 |
| | 10.0 |
| | 3,464 |
| | 10.2 |
|
| | | 14,223 |
| | 31.8 |
| | 12,205 |
| | 35.9 |
|
| Equity securities: | | | | | | | | |
| Mutual funds | | 30,419 |
| | 68.2 |
| | 21,501 |
| | 63.1 |
|
| Total plan assets | | $ | 44,642 |
| | 100.0 | % | | $ | 34,054 |
| | 100.0 | % |
Projected benefit payments from plan assets to participants in the Company’s U.S. pension plans are approximately $2.6$2.7 million per year for fiscal 20132015 through 20172019 and $14.6$15.0 million in aggregate for fiscal 2018 through 2022. During fiscal 2013, the Company anticipates contributing $0.2 million to U.S. pension plans.following five years.
Non-U.S. Defined Benefit Pension Plans
The Company has several non-U.S. defined benefit pension plans which cover certain existing and former employees of businesses outside the U.S. Most of the non-U.S. defined benefit pension plans continue to earn additional benefits. The funded status of these plans
at August 31, 2012 and 2011 is summarized as follows (in thousands):
| | | | | | | | |
| | | 2012 | | | 2011 | |
Benefit obligation | | $ | 10,711 | | | $ | 9,035 | |
Fair value of plan assets | | | 7,440 | | | | 7,333 | |
| | | | | | | | |
Funded status of plans (underfunded) | | $ | (3,271 | ) | | $ | (1,702 | ) |
| | | | | | | | |
|
| | | | | | | | | | |
| | | | August 31, | |
| | | | 2014 | | 2013 | |
| | Benefit obligation | | $ | 18,599 |
| | $ | 12,912 |
| |
| | Fair value of plan assets | | 10,312 |
| | 7,790 |
| |
| | Funded status of plans (underfunded) | | $ | (8,287 | ) | | $ | (5,122 | ) | |
ACTUANT CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Net periodic benefit cost for these non-U.S. plans was $0.3$1.3 million $0.4, $0.8 million and $0.3$0.5 million in fiscal 2012, 20112014, 2013 and 2010,2012, respectively. The weighted average discount rate utilized for determining the benefit obligation at August 31, 20122014 and 20112013 was 4.0%3.2% and 5.5%4.3%, respectively. The plan assets of these non-U.S. pension plans consist primarily of participating units in common stockfixed income securities and bond funds.insurance contracts. The Company’s overall expected long-term rate of return on these investments is 4.8%4.6%. During fiscal 2013,2015, the Company anticipates contributing $0.5$0.9 million in aggregate to non-U.S.these pension plans.
Other
Post-RetirementPostretirement Health Benefit Plans
The Company provides other post-retirementpostretirement 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 $3.4$3.1 million and $3.3$2.9 million at August 31, 20122014 and 2011,2013, respectively. These obligations are determined utilizing assumptions consistent with those used for U.S. pension plans and a health care cost trend rate of 8%8.0%, trending downward to 5%5.0% by the year 2018,2022, and remaining level thereafter. Net periodic benefit costs for the other post-retirementpostretirement benefits werewas a creditbenefit of $0.2approximately $0.2 million in for each of the years ended August 31, 2012, 20112014, 2013 and 2010.2012. Benefit payments from the plan are funded through participant contributions and Company contributions, which are projected to be $0.3$0.3 million in fiscal 2013.2015.
ACTUANT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Defined Contribution Benefit Plans
The Company maintains a 401(k) Plan for substantially all full time U.S. employees (the “401(k) Plan”). Under plan provisions, the Company either funds cash or issues 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. 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 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 $6.0$4.5 million $5.6, $4.5 million and $2.7$5.1 million for the years ended August 31, 2012, 20112014, 2013 and 2010,2012, respectively. The increase in expense, relative to fiscal 2010, is the result of the full reinstatement of the core contribution, which had been temporarily suspended for the first half of fiscal 2010 (due to adverse economic conditions). In addition to the 401(k) Plan the Company establishedsponsors a nonqualified supplemental executive retirement plan (“the SERP Plan”) in fiscal 2011.. The unfunded SERP planPlan covers certain executive level employees and has a benefit accrual formula based on age and years of service (with Company contributions ranging from 3% to 6% of eligible wages). This unfunded plan had a benefit obligation of $2.0 million and $1.7 million at August 31, 2014 and 2013, respectively. Expense recognized in fiscal 20122014, 2013 and 20112012 for the SERP Plan was $0.4 million, $0.6 million, and $0.7 million and $0.6 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 currently unfunded, and therefore all compensation deferred under the plan is held by the CompanyACTUANT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
and commingled with its general assets. Liabilities of $19.6
$22.8 million and $15.6$23.2 million are included in “Other Current Liabilities”current liabilities” and “Other Long-term Liabilities”long-term liabilities” on the consolidated balance sheets at August 31, 20122014 and 2011,2013, respectively, to reflect the unfunded portion of the deferred compensation liability. The Company recorded expense of $1.5$1.7 million $1.2, $1.6 million and $1.0$1.5 million for the years ended August 31, 2012, 20112014, 2013 and 2010,2012, respectively, for non-funded interest on participant deferrals in the fixed income investment option. Company common stock contributions to fund the plan isare held in a rabbi trust, accounted for in a manner similar to treasury stock and isare 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 $1.5$2.9 million and $1.0$1.9 million at August 31, 20122014 and 2011,2013, respectively.Long Term Incentive Plan
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 price target prior to May 1, 2014. The Company recorded expense of $0.1 million, $0.1 million and $0.4 million for the years ended August 31, 2012, 2011 and 2010, respectively, pursuant to this plan. A related liability of $1.1 million and $1.0 million is included in “Other long-term liabilities” on the consolidated balance sheets at August 31, 2012 and 2011, respectively. As of August 31, 2012 the minimum and maximum payments available under the plan, depending on the attainment of the $50 per share stock price target, are $0 and $13.3 million, respectively.
Income tax expense from continuing operations is summarized as follows (in thousands):
| | | | | | | | | | | | |
| | | Year ended August 31, | |
| | | 2012 | | | 2011 | | | 2010 | |
Currently payable: | | | | | | | | | | | | |
Federal | | $ | 28,458 | | | $ | 2,402 | | | $ | 9,708 | |
Foreign | | | 13,308 | | | | 23,847 | | | | 15,834 | |
State | | | 1,782 | | | | 1,982 | | | | 784 | |
| | | | | | | | | | | | |
| | | 43,548 | | | | 28,231 | | | | 26,326 | |
| | | | | | | | | | | | |
Deferred: | | | | | | | | | | | | |
Federal | | | (1,079 | ) | | | 15,297 | | | | (4,892 | ) |
Foreign | | | (9,765 | ) | | | (4,639 | ) | | | (2,147 | ) |
State | | | 320 | | | | (4,178 | ) | | | (441 | ) |
| | | | | | | | | | | | |
| | | (10,524 | ) | | | 6,480 | | | | (7,480 | ) |
| | | | | | | | | | | | |
| | $ | 33,024 | | | $ | 34,711 | | | $ | 18,846 | |
| | | | | | | | | | | | |
ACTUANT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
|
| | | | | | | | | | | | | | |
| | | | Year ended August 31, | |
| | | | 2014 | | 2013 | | 2012 | |
| | Currently payable: | | | | | | | |
| | Federal | | $ | 23,211 |
| | $ | 24,809 |
| | $ | 22,078 |
| |
| | Foreign | | 9,059 |
| | 13,335 |
| | 10,396 |
| |
| | State | | (657 | ) | | 902 |
| | 1,534 |
| |
| | | | 31,613 |
| | 39,046 |
| | 34,008 |
| |
| | Deferred: | | | | | | | |
| | Federal | | 4,224 |
| | (13,514 | ) | | (495 | ) | |
| | Foreign | | (4,130 | ) | | (9,942 | ) | | (4,598 | ) | |
| | State | | 866 |
| | (218 | ) | | 439 |
| |
| | | | 960 |
| | (23,674 | ) | | (4,654 | ) | |
| | | | $ | 32,573 |
| | $ | 15,372 |
| | $ | 29,354 |
| |
Income tax expense from continuing operations recognized in the accompanying consolidated statements of earnings differs from the amounts computed by applying the Federal income tax rate to earnings from continuing operations before
ACTUANT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
income tax expense. A reconciliation of income taxes at the Federal statutory rate to the effective tax rate is summarized in the following table:
| | | | | | | | | | | | |
| | | Year ended August 31, | |
| | | 2012 | | | 2011 | | | 2010 | |
Federal statutory rate | | | 35.0 | % | | | 35.0 | % | | | 35.0 | % |
State income taxes, net of Federal effect | | | 1.9 | | | | 0.5 | | | | 0.4 | |
Net effect of foreign tax rates and credits | | | (22.2 | ) | | | (13.1 | ) | | | (23.5 | ) |
Restructuring and valuation allowance | | | 0.7 | | | | (2.6 | ) | | | (1.9 | ) |
Impairment charge | | | 13.7 | | | | — | | | | — | |
Other items(1) | | | (1.6 | ) | | | 2.0 | | | | 11.1 | |
| | | | | | | | | | | | |
Effective income tax rate | | | 27.5 | % | | | 21.8 | % | | | 21.1 | % |
| | | | | | | | | | | | |
| (1) | Other items for the year ended August 31, 2010 of 11.1% includes provision to return adjustments and additional provisions for unrecognized tax benefits. |
|
| | | | | | | | | | | |
| | | | Year ended August 31, | |
| | | | 2014 | | 2013 | | 2012 | |
| | Federal statutory rate | | 35.0 | % | | 35.0 | % | | 35.0 | % | |
| | State income taxes, net of Federal effect | | 0.8 |
| | 0.9 |
| | 1.2 |
| |
| | Net effect of foreign tax rates and credits | | (10.5 | ) | | (8.8 | ) | | (14.6 | ) | |
| | NOL utilization and changes in valuation allowance | | (4.1 | ) | | (3.1 | ) | | 0.1 |
| |
| | Tax contingency reserve | | (0.7 | ) | | (5.6 | ) | | (2.2 | ) | |
| | Change in income tax accounting method, net | | (5.6 | ) | | — |
| | — |
| |
| | Business (RV) divestiture | | 3.0 |
| | — |
| | — |
| |
| | Prior period correction (1) | | — |
| | (6.5 | ) | | — |
| |
| | Other items | | 0.8 |
| | (2.5 | ) | | (0.5 | ) | |
| | Effective income tax rate | | 18.7 | % | | 9.4 | % | | 19.0 | % | |
(1) During the fourth quarter of fiscal 2013, the Company recorded a $10.6 million adjustment to properly state deferred income tax balances associated with its equity compensation programs. The correction was not material to current or previously issued financial statements.
Temporary differences and carryforwards that gave rise to deferred tax assets and liabilities include the following items (in thousands):
| | | | | | | | |
| | | Year ended August 31, | |
| | | 2012 | | | 2011 | |
Deferred income tax assets: | | | | | | | | |
Operating loss and tax credit carryforwards | | $ | 16,393 | | | $ | 19,312 | |
Compensation related liabilities | | | 9,909 | | | | 8,122 | |
Postretirement benefits | | | 10,679 | | | | 7,192 | |
Inventory | | | 8,045 | | | | 9,202 | |
Restructuring and idle facility reserves | | | 4,580 | | | | 5,674 | |
Book reserves and other items | | | 8,201 | | | | 16,073 | |
| | | | | | | | |
Total deferred income tax assets | | | 57,807 | | | | 65,575 | |
Valuation allowance | | | (8,153 | ) | | | (7,260 | ) |
| | | | | | | | |
Net deferred income tax assets | | | 49,654 | | | | 58,315 | |
Deferred income tax liabilities: | | | | | | | | |
Depreciation and amortization | | | (156,751 | ) | | | (155,022 | ) |
2% Convertible Notes interest | | | — | | | | (34,579 | ) |
Other items | | | (2,098 | ) | | | (2,198 | ) |
| | | | | | | | |
Deferred income tax liabilities | | | (158,849 | ) | | | (191,799 | ) |
| | | | | | | | |
Net deferred income tax liability | | $ | (109,195 | ) | | $ | (133,484 | ) |
| | | | | | | | |
|
| | | | | | | | | | |
| | | | August 31, | |
| | | | 2014 | | 2013 | |
| | Deferred income tax assets: | | | | | |
| | Operating loss and tax credit carryforwards | | $ | 25,295 |
| | $ | 29,611 |
| |
| | Compensation related liabilities | | 23,496 |
| | 20,864 |
| |
| | Postretirement benefits | | 5,082 |
| | 7,731 |
| |
| | Inventory | | 2,775 |
| | 8,657 |
| |
| | Book reserves and other items | | 12,214 |
| | 12,643 |
| |
| | Total deferred income tax assets | | 68,862 |
| | 79,506 |
| |
| | Valuation allowance | | (12,841 | ) | | (17,268 | ) | |
| | Net deferred income tax assets | | 56,021 |
| | 62,238 |
| |
| | Deferred income tax liabilities: | | | | | |
| | Depreciation and amortization | | (124,688 | ) | | (151,370 | ) | |
| | Other items | | (5,728 | ) | | (2,077 | ) | |
| | Deferred income tax liabilities | | (130,416 | ) | | (153,447 | ) | |
| | Net deferred income tax liability | | $ | (74,395 | ) | | $ | (91,209 | ) | |
The Company has $51.6 million of state net operating loss carryforwards, which are available to reduce future state tax liabilities. These state net operating carryforwards expire at various times through 2031. The Company also has $95.4 million of foreign loss carryforwards which are available to reduce certain future foreign tax liabilities. Approximately half of the foreign loss carryforwards are not subject to any time restrictions on their future use and the remaining expire at various times through 2024. The valuation allowance primarily represents a reserve for foreignnet operating loss and tax credit carryforwards for which utilization is uncertain. Certain
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Changes in the Company’s gross liability for unrecognized tax benefits, excluding interest and penalties, are as follows (in thousands):
| | | | | | | | | | | | |
| | | 2012 | | | 2011 | | | 2010 | |
Beginning balance | | $ | 26,179 | | | $ | 28,225 | | | $ | 28,541 | |
Increase for tax positions taken in a prior period | | | 3,400 | | | | 4,026 | | | | 2,868 | |
Decrease for tax positions taken in a prior period | | | (4,579 | ) | | | (6,072 | ) | | | (484 | ) |
Decrease due to settlements | | | (392 | ) | | | — | | | | (2,700 | ) |
| | | | | | | | | | | | |
Ending balance | | $ | 24,608 | | | $ | 26,179 | | | $ | 28,225 | |
| | | | | | | | | | | | |
|
| | | | | | | | | | | | |
| | | 2014 | | 2013 | | 2012 |
| Beginning balance | | $ | 18,006 |
| | $ | 24,608 |
| | $ | 26,179 |
|
| Increases based on tax positions related to the current year | | 21,300 |
| | 3,601 |
| | 2,776 |
|
| Increase (decrease) for tax positions taken in a prior period | | — |
| | (100 | ) | | 624 |
|
| Decrease due to settlements | | — |
| | (2,581 | ) | | (392 | ) |
| Decrease due to lapse of statute of limitations | | (7,030 | ) | | (7,522 | ) | | (4,579 | ) |
| Ending balance | | $ | 32,276 |
| | $ | 18,006 |
| | $ | 24,608 |
|
Substantially all of these unrecognized tax benefits, if recognized, would impact the effective income tax rate. As of August 31, 2012, 20112014, 2013 and 2010,2012, the Company recognized $4.5$2.0 million $5.1, $2.9 million and $4.2$4.5 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 before fiscal 2005.2006. The Company believes it is reasonably possible that the total amount of unrecognized tax benefits could decrease by approximately $6.5up to $8.0$0.5 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 creditable in the United States. Accordingly, the Company does not currently provide for the additional United States 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 $412.8$324.0 million at August 31, 2012.2014. If all such undistributed earnings were remitted, an additional income tax provision of approximately $86.2$31.0 million would have been necessary as of August 31, 2012.2014. The percentage of incremental U.S. taxes on unremitted earnings as of August 31, 2014 was 9.4%. Earnings before income taxes,
including bothfor continuing
and discontinued operations, are summarized as follows (in thousands):
| | | | | | | | | | | | |
| | | Year Ended August 31, | |
| | | 2012 | | | 2011 | | | 2010 | |
Domestic | | $ | 79,467 | | | $ | 40,096 | | | $ | 14,967 | |
Foreign | | | 40,847 | | | | 102,125 | | | | 33,044 | |
| | | | | | | | | | | | |
| | $ | 120,314 | | | $ | 142,221 | | | $ | 48,011 | |
| | | | | | | | | | | | |
|
| | | | | | | | | | | | | | |
| | | | Year Ended August 31, | |
| | | | 2014 | | 2013 | | 2012 | |
| | Domestic | | $ | 84,854 |
| | $ | 67,392 |
| | $ | 65,685 |
| |
| | Foreign | | 89,172 |
| | 95,557 |
| | 88,945 |
| |
| | | | $ | 174,026 |
| | $ | 162,949 |
| | $ | 154,630 |
| |
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”Operations and Divestitures”), 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 2014 domestic earnings included a $13.5 million gain on the RV divesiture, while fiscal 2012 pre-taxdomestic earnings include a $62.5$16.8 million (foreign) non-cash asset impairment charge and a $16.8 million (domestic) debt refinancing charge. Cash paid for income taxes, net of refunds was $56.5$57.2 million $23.1, $42.1 million and $6.5$56.5 million during the years ended August 31, 2012, 20112014, 2013 and 2010,2012, respectively. Note
13.11. Capital Stock
The authorized common stock of the Company as of August 31, 20122014 consisted of 168,000,000 shares of Class A common stock, $0.20$0.20 par value, of which 75,519,07978,480,780 shares were issued and 72,860,32866,285,421 outstanding;ACTUANT CORPORATION1,500,000NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
1,500,000 shares of Class B common stock, $0.20$0.20 par value, none of which were issued and outstanding; and 160,000 shares of cumulative preferred stock, $1.00$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 board of directors 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,
The Company's Board of Directors authorized two separate authorizations (September 2011 and March 2014) to repurchase up to 7,000,000 shares each of the Company’s outstanding common stock. At August 31, 2014, total shares
ACTUANT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
repurchased under these publicly announced programs were 12,195,359. As summarized in the following table, on October 1, 2014 all 14,000,000 shares under the these two authorizations had been repurchased, with $447.1 million of total capital deployed over three fiscal years.
|
| | | | | | | |
| Period | | Shares Repurchased | | Average Price Paid per Share |
| Fiscal 2012 | | 2,658,751 |
| | $ | 23.70 |
|
| Fiscal 2013 | | 1,324,762 |
| | 31.55 |
|
| Fiscal 2014 | | 8,211,846 |
| | 34.52 |
|
| Fiscal 2015 (September 1 - October 1) | | 1,804,641 |
| | 32.58 |
|
| | 14,000,000 |
| | $ | 31.93 |
|
The Board of Directors authorized a
share buybacknew (third) stock repurchase program
forto acquire up to 7,000,000
additional shares of the Company’s
outstanding Class A common
stock. The share repurchase plan may be implemented from time to timestock 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 August 31, 2012 a total of 2,658,751 shares had been repurchased under this program.October 1, 2014.
The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per share amounts): | | | | | | | | | | | | |
| | | Year Ended August 31, | |
| | | 2012 | | | 2011 | | | 2010 | |
Numerator: | | | | | | | | | | | | |
Net earnings | | $ | 87,290 | | | $ | 111,559 | | | $ | 24,031 | |
Plus: 2% Convertible Notes financings costs, net of taxes | | | 425 | | | | 1,755 | | | | 1,898 | |
| | | | | | | | | | | | |
Net earnings for diluted earnings per share | | $ | 87,715 | | | $ | 113,314 | | | $ | 25,929 | |
| | | | | | | | | | | | |
Denominator: | | | | | | | | | | | | |
Weighted average common shares outstanding for basic earnings per share | | | 70,099 | | | | 68,254 | | | | 67,624 | |
Net effect of dilutive securities—employee stock compensation plans | | | 1,119 | | | | 1,089 | | | | 661 | |
Net effect of 2% Convertible Notes based on the if-converted method | | | 3,722 | | | | 5,962 | | | | 5,924 | |
| | | | | | | | | | | | |
Weighted average common and equivalent shares outstanding for diluted earnings per share | | | 74,940 | | | | 75,305 | | | | 74,209 | |
| | | | | | | | | | | | |
| | | |
Basic Earnings Per Share: | | $ | 1.25 | | | $ | 1.63 | | | $ | 0.36 | |
Diluted Earnings Per Share: | | $ | 1.17 | | | $ | 1.50 | | | $ | 0.35 | |
|
| | | | | | | | | | | | |
| | | Year Ended August 31, |
| | | 2014 | | 2013 | | 2012 |
| Numerator: | | | | | | |
| Net earnings | | $ | 163,573 |
| | $ | 30,048 |
| | $ | 87,290 |
|
| Plus: 2% Convertible Notes financings costs, net of taxes | | — |
| | — |
| | 425 |
|
| Net earnings for diluted earnings per share | | $ | 163,573 |
| | $ | 30,048 |
| | $ | 87,715 |
|
| Denominator: | | | | | | |
| Weighted average common shares outstanding for basic earnings per share | | 70,942 |
| | 72,979 |
| | 70,099 |
|
| Net effect of dilutive securities—employee stock compensation plans | | 1,544 |
| | 1,601 |
| | 1,119 |
|
| Net effect of 2% Convertible Notes based on the if-converted method | | — |
| | — |
| | 3,722 |
|
| Weighted average common shares outstanding for diluted earnings per share | | 72,486 |
| | 74,580 |
| | 74,940 |
|
| | | | | | | |
| Basic Earnings Per Share: | | $ | 2.31 |
| | $ | 0.41 |
| | $ | 1.25 |
|
| | | | | | | |
| Diluted Earnings Per Share: | | $ | 2.26 |
| | $ | 0.40 |
| | $ | 1.17 |
|
At August 31, 20122014, 2013 and 2011,2012, outstanding share based awards to acquire 522,000, 619,000 and 2,582,000 shares of common stock were not included in the computation of diluted earnings per share because the effect would have been anti-dilutive. Stock options may be granted to key employees and directors under the Actuant Corporation 2009 Omnibus Incentive Plan (the “Plan”). At August 31, 2012, 5,400,0002014, 9,400,000 shares of Class A common stock were authorized for issuance under the Plan, of which 1,266,0533,915,647 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 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 fiveACTUANT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
years. The Company’s restricted stock grants generally have similar vesting provisions. In addition, in fiscal 2012 the Company also issued Performance Shares under the Plan. The Performance Shares include a three-year
three-year performance period, with vesting based 50% on achievement of an absolute Free Cash Flow Conversion target and 50% on the Company’s 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.
ACTUANT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
A summary of stock option activity during fiscal 20122014 is as follows: | | | | | | | | | | | | | | | | |
| | | Shares | | | Weighted-
Average
Exercise
Price (Per
Share) | | | Weighted-
Average
Remaining
Contractual
Term | | | Aggregate
Intrinsic Value | |
Outstanding on September 1, 2011 | | | 5,645,805 | | | $ | 21.23 | | | | | | | | | |
Granted | | | 334,322 | | | | 22.99 | | | | | | | | | |
Exercised | | | (591,920 | ) | | | 11.44 | | | | | | | | | |
Forfeited | | | (98,823 | ) | | | 24.78 | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Outstanding on August 31, 2012 | | | 5,289,384 | | | $ | 22.33 | | | | 5.2 years | | | $ | 30.0 million | |
| | | | | | | | | | | | | | | | |
Exercisable on August 31, 2012 | | | 3,248,908 | | | $ | 22.06 | | | | 3.9 years | | | $ | 20.0 million | |
|
| | | | | | | | | | | | | |
| | | Shares | | Weighted-Average
Exercise Price (Per Share) | | Weighted-Average
Remaining Contractual
Term | | Aggregate
Intrinsic Value |
| Outstanding on September 1, 2013 | | 4,179,551 |
| | $ | 23.66 |
| | | | |
| Granted | | 211,276 |
| | 35.98 |
| | | | |
| Exercised | | (1,076,370 | ) | | 21.16 |
| | | | |
| Forfeited | | (64,056 | ) | | 26.44 |
| | | | |
| Outstanding on August 31, 2014 | | 3,250,401 |
| | $ | 25.24 |
| | 4.6 | | $ | 27.6 | million |
| Exercisable on August 31, 2014 | | 2,255,920 |
| | $ | 24.48 |
| | 3.4 | | $ | 20.9 | million |
Intrinsic value is the difference between the market value of the stock at August 31, 20122014 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 shown below (in thousands, except per share amounts): | | | | | | | | | | | | |
| | | Year Ended August 31, | |
| | | 2012 | | | 2011 | | | 2010 | |
Weighted-average fair value of options granted (per share) | | $ | 8.73 | | | $ | 10.74 | | | $ | 7.56 | |
Intrinsic value gain of options exercised | | | 7,946 | | | | 7,540 | | | | 2,607 | |
Cash receipts from exercise of options | | | 6,550 | | | | 4,324 | | | | 1,732 | |
|
| | | | | | | | | | | |
| | Year Ended August 31, |
| | 2014 | | 2013 | | 2012 |
| Weighted-average fair value of options granted (per share) | $ | 14.46 |
| | $ | 10.49 |
| | $ | 8.73 |
|
| Intrinsic value of options exercised | 16,380 |
| | 15,803 |
| | 7,946 |
|
| Cash receipts from exercise of options | 21,995 |
| | 24,840 |
| | 6,550 |
|
A summary of restricted stock activity (including Performance Shares) during fiscal 20122014 is as follows: | | | | | | | | |
| | | Number of
Shares | | | Weighted-
Average Fair Value
at Grant Date
(Per Share) | |
Outstanding August 31, 2011 | | | 1,193,922 | | | $ | 22.87 | |
Granted | | | 587,622 | | | | 24.81 | |
Forfeited | | | (130,952 | ) | | | 22.57 | |
Vested | | | (143,149 | ) | | | 20.74 | |
| | | | | | | | |
Outstanding August 31, 2012 | | | 1,507,443 | | | | 23.85 | |
| | | | | | | | |
|
| | | | | |
| | | Number of
Shares | | Weighted-Average Fair Value at Grant Date (Per Share) |
| Outstanding August 31, 2013 | | 1,594,189 |
| | $25.83 |
| Granted | | 311,425 |
| | 36.05 |
| Forfeited | | (98,582 | ) | | 27.36 |
| Vested | | (480,572 | ) | | 25.42 |
| Outstanding August 31, 2014 | | 1,326,460 |
| | 28.27 |
As of August 31, 2012,2014, there was $30.6$23.5 million of total unrecognized compensation cost related to share-based awards, including stock options and restricted stock awards/units. That cost is expected to be recognized over a weighted average period of 3.22.9 years. The total fair value of shares vested during the fiscal years ended August 31, 20122014 and 20112013 was $3.3$17.9 million and $2.1$6.2 million, respectively. The Company issues previously unissued shares of Class A common stock to satisfy stock option exercises and restricted stock vesting.ACTUANT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The Company generally records compensation expense (over the vesting period) for restricted stock awards based on the market value of Actuant common stock on the grant date. Stock based compensation expense
was calculatedis determined using
the Black-Scholes option pricing model for options granted in the first half of fiscal 2005 and a binomial pricing model for
options granted thereafter.options. The fair value of
performance based share awardsPerformance 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, | |
| | | 2012 | | | 2011 | | | 2010 | |
Dividend yield | | | 0.18 | % | | | 0.15 | % | | | 0.23 | % |
Expected volatility | | | 39.97 | % | | | 39.62 | % | | | 40.01 | % |
Risk-free rate of return | | | 1.19 | % | | | 2.53 | % | | | 2.76 | % |
Expected forfeiture rate | | | 15 | % | | | 15 | % | | | 15 | % |
Expected life | | | 6.1 years | | | | 6.1 years | | | | 6.1 years | |
Note 15. Accumulated Other Comprehensive Loss
Accumulated other comprehensive loss in the accompanying consolidated balance sheets and consolidated statements
|
| | | | | | | | |
| | Fiscal Year Ended August 31, |
| | 2014 | | 2013 | | 2012 |
| Dividend yield | 0.11 | % | | 0.14 | % | | 0.18 | % |
| Expected volatility | 38.30 | % | | 38.36 | % | | 39.97 | % |
| Risk-free rate of return | 0.70 | % | | 0.84 | % | | 1.19 | % |
| Expected forfeiture rate | 14 | % | | 15 | % | | 15 | % |
| Expected life | 6.1 years |
| | 6.1 years |
| | 6.1 years |
|
Table of shareholders equity consists of the following (in thousands): | | | | | | | | |
| | | Year Ended August 31, | |
| | | 2012 | | | 2011 | |
Currency translation adjustments, net of tax | | $ | (52,854 | ) | | $ | (4,283 | ) |
Unrecognized pension and OPEB actuarial losses, net of tax | | | (16,749 | ) | | | (10,574 | ) |
Unrecognized gain (loss) on derivatives, net of tax | | | 131 | | | | (2,822 | ) |
| | | | | | | | |
| | $ | (69,472 | ) | | $ | (17,679 | ) |
| | | | | | | | |
ACTUANT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Note
16.13. 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 fourthree reportable segments: Industrial, Energy Electrical 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 energy markets. The Electrical segment designs, manufactures and distributes a broad range of electrical products to the retail DIY, wholesale, OEM, utility, marine and other harsh environment 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 agricultural markets.ACTUANT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The following tables summarize financial information
for continuing operations by reportable segment and product line (in thousands):
| | | | | | | | | | | | |
| | | Year Ended August 31, | |
| | | 2012 | | | 2011 | | | 2010 | |
Net Sales by Segment: | | | | | | | | | | | | |
Industrial | | $ | 419,295 | | | $ | 393,013 | | | $ | 299,983 | |
Energy | | | 349,163 | | | | 293,060 | | | | 235,723 | |
Electrical | | | 328,821 | | | | 286,013 | | | | 233,702 | |
Engineered Solutions | | | 508,063 | | | | 473,237 | | | | 391,100 | |
| | | | | | | | | | | | |
| | $ | 1,605,342 | | | $ | 1,445,323 | | | $ | 1,160,508 | |
| | | | | | | | | | | | |
Net Sales by Reportable Product Line: | | | | | | | | | | | | |
Industrial | | $ | 419,295 | | | $ | 393,013 | | | $ | 299,983 | |
Energy | | | 349,163 | | | | 293,060 | | | | 235,723 | |
Electrical | | | 328,821 | | | | 286,013 | | | | 233,702 | |
Vehicle Systems | | | 279,549 | | | | 328,763 | | | | 284,633 | |
Other | | | 228,514 | | | | 144,474 | | | | 106,467 | |
| | | | | | | | | | | | |
| | $ | 1,605,342 | | | $ | 1,445,323 | | | $ | 1,160,508 | |
| | | | | | | | | | | | |
Operating Profit (Loss): | | | | | | | | | | | | |
Industrial | | $ | 114,777 | | | $ | 98,415 | | | $ | 66,344 | |
Energy | | | 62,205 | | | | 49,345 | | | | 30,702 | |
Electrical | | | (34,572 | ) | | | 20,683 | | | | 19,853 | |
Engineered Solutions | | | 60,851 | | | | 63,612 | | | | 31,681 | |
General Corporate | | | (33,319 | ) | | | (38,485 | ) | | | (26,808 | ) |
| | | | | | | | | | | | |
| | $ | 169,942 | | | $ | 193,570 | | | $ | 121,772 | |
| | | | | | | | | | | | |
Depreciation and Amortization: | | | | | | | | | | | | |
Industrial | | $ | 8,358 | | | $ | 8,655 | | | $ | 6,571 | |
Energy | | | 18,115 | | | | 18,152 | | | | 17,276 | |
Electrical | | | 10,667 | | | | 9,694 | | | | 10,470 | |
Engineered Solutions | | | 15,093 | | | | 13,916 | | | | 14,898 | |
General Corporate | | | 2,030 | | | | 2,579 | | | | 2,660 | |
| | | | | | | | | | | | |
| | $ | 54,263 | | | $ | 52,996 | | | $ | 51,875 | |
| | | | | | | | | | | | |
Capital Expenditures: | | | | | | | | | | | | |
Industrial | | $ | 5,333 | | | $ | 3,590 | | | $ | 779 | |
Energy | | | 8,962 | | | | 8,978 | | | | 7,212 | |
Electrical | | | 3,077 | | | | 1,953 | | | | 5,662 | |
Engineered Solutions | | | 3,463 | | | | 5,966 | | | | 4,517 | |
General Corporate | | | 1,905 | | | | 1,902 | | | | 1,796 | |
Discontinued Operations | | | — | | | | 707 | | | | — | |
| | | | | | | | | | | | |
| | $ | 22,740 | | | $ | 23,096 | | | $ | 19,966 | |
| | | | | | | | | | | | |
|
| | | | | | | | | | | | |
| | | Year Ended August 31, |
| | | 2014 | | 2013 | | 2012 |
| Net Sales by Segment: | | | | | | |
| Industrial | | $ | 413,902 |
| | $ | 422,620 |
| | $ | 419,295 |
|
| Energy | | 462,368 |
| | 363,372 |
| | 349,163 |
|
| Engineered Solutions | | 523,592 |
| | 493,750 |
| | 508,063 |
|
| | | $ | 1,399,862 |
| | $ | 1,279,742 |
| | $ | 1,276,521 |
|
| Net Sales by Reportable Product Line: | | | | | | |
| Industrial | | $ | 413,902 |
| | $ | 422,620 |
| | $ | 419,295 |
|
| Energy | | 462,368 |
| | 363,372 |
| | 349,163 |
|
| Vehicle Systems | | 272,201 |
| | 253,073 |
| | 279,549 |
|
| Other | | 251,391 |
| | 240,677 |
| | 228,514 |
|
| | | $ | 1,399,862 |
| | $ | 1,279,742 |
| | $ | 1,276,521 |
|
| Operating Profit (Loss): | | | | | | |
| Industrial | | $ | 120,250 |
| | $ | 117,644 |
| | $ | 114,777 |
|
| Energy | | 56,412 |
| | 63,280 |
| | 62,205 |
|
| Engineered Solutions | | 55,430 |
| | 40,328 |
| | 60,851 |
|
| General Corporate | | (28,984 | ) | | (31,107 | ) | | (33,319 | ) |
| | | $ | 203,108 |
| | $ | 190,145 |
| | $ | 204,514 |
|
| Depreciation and Amortization: | | | | | | |
| Industrial | | $ | 7,597 |
| | $ | 8,553 |
| | $ | 8,358 |
|
| Energy | | 33,983 |
| | 18,451 |
| | 18,115 |
|
| Engineered Solutions | | 17,602 |
| | 16,949 |
| | 15,093 |
|
| General Corporate | | 1,453 |
| | 2,145 |
| | 2,030 |
|
| Discontinued Operations | | — |
| | 7,804 |
| | 10,667 |
|
| | | $ | 60,635 |
| | $ | 53,902 |
| | $ | 54,263 |
|
| Capital Expenditures: | | | | | | |
| Industrial | | $ | 3,349 |
| | $ | 3,524 |
| | $ | 5,333 |
|
| Energy | | 26,787 |
| | 9,417 |
| | 8,962 |
|
| Engineered Solutions | | 8,763 |
| | 7,001 |
| | 3,463 |
|
| General Corporate | | 2,956 |
| | 867 |
| | 1,905 |
|
| Discontinued Operations | | 2 |
| | 2,859 |
| | 3,077 |
|
| | | $ | 41,857 |
| | $ | 23,668 |
| | $ | 22,740 |
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
| | | | | | | | | | |
| | |
| | | August 31, | | | |
| | | 2012 | | | 2011 | | | |
Assets: | | | | | | | | | | |
Industrial | | $ | 268,735 | | | $ | 263,680 | | | |
Energy | | | 540,409 | | | | 517,428 | | | |
Electrical | | | 437,914 | | | | 547,556 | | | |
Engineered Solutions | | | 667,550 | | | | 632,242 | | | |
General Corporate | | | 92,511 | | | | 102,311 | | | |
| | | | | | | | | | |
| | $ | 2,007,119 | | | $ | 2,063,217 | | | |
| | | | | | | | | | |
|
| | | | | | | | |
| | | August 31, |
| | | 2014 | | 2013 |
| Assets: | | | | |
| Industrial | | $ | 307,058 |
| | $ | 280,110 |
|
| Energy | | 788,915 |
| | 817,547 |
|
| Engineered Solutions | | 643,323 |
| | 652,581 |
|
| General Corporate | | 117,583 |
| | 96,488 |
|
| Assets of Discontinued Operations | | — |
| | 272,606 |
|
| | | $ | 1,856,879 |
| | $ | 2,119,332 |
|
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, restructuring costs and related
benefits and the non-cash $62.5 million asset impairment charge in fiscal 2012 in the Electrical segment.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 operations by geographic region (in thousands):
| | | | | | | | | | | | |
| | | Year Ended August 31, | |
| | | 2012 | | | 2011 | | | 2010 | |
Net Sales: | | | | | | | | | | | | |
United States | | $ | 841,498 | | | $ | 702,459 | | | $ | 602,546 | |
Netherlands | | | 220,608 | | | | 258,412 | | | | 164,822 | |
United Kingdom | | | 157,948 | | | | 122,046 | | | | 98,027 | |
France | | | 57,496 | | | | 57,595 | | | | 34,853 | |
Australia | | | 55,516 | | | | 37,635 | | | | 31,532 | |
Germany | | | 52,236 | | | | 56,981 | | | | 42,882 | |
All other | | | 220,040 | | | | 210,195 | | | | 185,846 | |
| | | | | | | | | | | | |
| | $ | 1,605,342 | | | $ | 1,445,323 | | | $ | 1,160,508 | |
| | | | | | | | | | | | |
| | |
| | | August 31, | | | | |
| | | 2012 | | | 2011 | | | | |
Long-Lived Assets: | | | | | | | | | | | | |
United States | | $ | 50,950 | | | $ | 57,413 | | | | | |
China | | | 20,166 | | | | 21,022 | | | | | |
United Kingdom | | | 17,672 | | | | 20,079 | | | | | |
Netherlands | | | 12,166 | | | | 14,880 | | | | | |
All other | | | 18,666 | | | | 19,699 | | | | | |
| | | | | | | | | | | | |
| | $ | 119,620 | | | $ | 133,093 | | | | | |
| | | | | | | | | | | | |
|
| | | | | | | | | | | | | | |
| | | | Year Ended August 31, | |
| | | | 2014 | | 2013 | | 2012 | |
| | Net Sales: | | | | | | | |
| | United States | | $ | 573,590 |
| | $ | 549,057 |
| | $ | 599,831 |
| |
| | United Kingdom | | 162,508 |
| | 144,131 |
| | 141,037 |
| |
| | Netherlands | | 151,549 |
| | 159,396 |
| | 185,112 |
| |
| | Australia | | 82,778 |
| | 68,255 |
| | 47,472 |
| |
| | France | | 53,542 |
| | 52,806 |
| | 48,681 |
| |
| | All other | | 375,895 |
| | 306,097 |
| | 254,388 |
| |
| | | | $ | 1,399,862 |
| | $ | 1,279,742 |
| | $ | 1,276,521 |
| |
| | | | | | | | | |
| | | | August 31, | | | |
| | | | 2014 | | 2013 | | | |
| | Long-lived Assets: | | | | | | | |
| | United States | | $ | 44,971 |
| | $ | 41,161 |
| | | |
| | Norway | | 29,715 |
| | 59,557 |
| | | |
| | United Kingdom | | 28,364 |
| | 54,136 |
| | | |
| | Australia | | 20,431 |
| | 5,104 |
| | | |
| | China | | 19,166 |
| | 19,551 |
| | | |
| | All other | | 42,317 |
| | 25,673 |
| | | |
| | | | $ | 184,964 |
| | $ | 205,182 |
| | | |
The Company’s largest customer accounted for less than 3.0% of sales in each of the last three fiscal years. Export sales from domestic operations were less than 8.0%approximately 8.3% of total net sales in each of the periods presented.ACTUANT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Note
17.14. Contingencies and Litigation
The Company had outstanding letters of credit of $8.5$14.0 million and $9.5$10.7 million at August 31, 20122014 and 2011,2013, respectively, the majority of which secure self-insured workers compensation liabilities.obligations.
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 divestiture 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 contingencies will not have a material adverse effect on the Company’s financial condition, results of operations or cash flows.
The Company, in the normal course
ACTUANT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The Company remains contingently liable for thoselease payments under leases if any of thesebusinesses that it previously divested or spun-off, in the event that such businesses are unable to fulfill their obligations thereunder.future lease payment obligations. The discounted present value of future minimum lease payments for these leases was $3.4$20.6 million at August 31, 2012.2014
(including $14.0 million related to the divested 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
18.15. Guarantor Subsidiaries
On April 16, 2012, Actuant Corporation (the “Parent”) issued $300.0$300.0 million of 5.625% Senior Notes. All of our material domestic wholly owned subsidiaries (the “Guarantors”) fully and unconditionally guarantee (except for certain customary limitations) the 5.625% Senior Notes on a joint and several basis. There are no significant restrictions on the ability of the Guarantors to make distributions to the Parent. The following tables present the results of operations, financial position and cash flows of Actuant Corporation and its subsidiaries, the Guarantor and non-Guarantor entities, and the eliminations necessary to arrive at the information for the Company on a consolidated basis. Certain assets, liabilities and expenses have not been allocated to the Guarantors and non-Guarantors and therefore are included in the Parent column in the accompanying consolidating financial statements. These items are of a corporate or consolidated nature and include, but are not limited to, tax provisions and related assets and liabilities, certain employee benefit obligations, prepaid and accrued insurance and corporate indebtedness. Intercompany activity in the consolidating financial statements primarily includes loan activity, purchases and sales of goods or services and dividends. Intercompany balances also reflect certain non-cash transactions including transfers of assets and liabilities between the Parent, Guarantor and non-Guarantor, allocation of non-cash expenses from the Parent to the Guarantors and non-Guarantors, the impact of foreign currency rate changes and non-cash intercompany dividends.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
CONDENSED CONSOLIDATING STATEMENTS OF EARNINGS
(
Inin thousands)
| | | | | | | | | | | | | | | | | | | | |
| | | Year Ended August 31, 2012 | |
| | | Parent | | | Guarantors | | | Non-Guarantors | | | Eliminations | | | Consolidated | |
Net sales | | $ | 206,894 | | | $ | 569,848 | | | $ | 828,600 | | | $ | — | | | $ | 1,605,342 | |
Cost of products sold | | | 69,907 | | | | 397,780 | | | | 520,284 | | | | — | | | | 987,971 | |
| | | | | | | | | | | | | | | | | | | | |
Gross profit | | | 136,987 | | | | 172,068 | | | | 308,316 | | | | — | | | | 617,371 | |
Selling, administrative and engineering expenses | | | 83,486 | | | | 102,829 | | | | 166,560 | | | | — | | | | 352,875 | |
Restructuring charges | | | (292 | ) | | | 2,484 | | | | 624 | | | | — | | | | 2,816 | |
Impairment charge | | | — | | | | — | | | | 62,464 | | | | — | | | | 62,464 | |
Amortization of intangible assets | | | 1,341 | | | | 13,680 | | | | 14,253 | | | | | | | | 29,274 | |
| | | | | | | | | | | | | | | | | | | | |
Operating profit | | | 52,452 | | | | 53,075 | | | | 64,415 | | | | — | | | | 169,942 | |
Financing costs, net | | | 29,983 | | | | (14 | ) | | | (409 | ) | | | — | | | | 29,560 | |
Intercompany expense (income), net | | | (32,185 | ) | | | 6,281 | | | | 25,904 | | | | — | | | | — | |
Debt refinancing charges | | | 16,830 | | | | — | | | | — | | | | — | | | | 16,830 | |
Other expense (income), net | | | 1,351 | | |
| 1,912
|
| | | (25 | ) | | | | | | | 3,238 | |
| | | | | | | | | | | | | | | | | | | | |
Earnings before income tax expense | | | 36,473 | | | | 44,896 | | | | 38,945 | | | | — | | | | 120,314 | |
Income tax expense | | | 5,590 | | | | 10,063 | | | | 17,371 | | | | — | | | | 33,024 | |
| | | | | | | | | | | | | | | | | | | | |
Net earnings before equity in earnings of subsidiaries | | | 30,883 | | | | 34,833 | | | | 21,574 | | | | — | | | | 87,290 | |
Equity in earnings of subsidiaries | | | 56,407 | | | | 14,373 | | | | 1,649 | | | | (72,429 | ) | | | — | |
| | | | | | | | | | | | | | | | | | | | |
Net Earnings | | $ | 87,290 | | | $ | 49,206 | | | $ | 23,223 | | | $ | (72,429 | ) | | $ | 87,290 | |
| | | | | | | | | | | | | | | | | | | | |
|
| | | | | | | | | | | | | | | | | | | | |
| | | Year Ended August 31, 2014 |
| | | Parent | | Guarantors | | Non-Guarantors | | Eliminations | | Consolidated |
| Net sales | | $ | 195,573 |
| | $ | 315,715 |
| | $ | 888,574 |
| | $ | — |
| | $ | 1,399,862 |
|
| Cost of products sold | | 57,464 |
| | 219,750 |
| | 575,776 |
| | — |
| | 852,990 |
|
| Gross profit | | 138,109 |
| | 95,965 |
| | 312,798 |
| | — |
| | 546,872 |
|
| Selling, administrative and engineering expenses | | 96,220 |
| | 44,102 |
| | 191,771 |
| | — |
| | 332,093 |
|
| Loss (gain) on product line divestiture | | 1,200 |
| | (14,695 | ) | | — |
| | — |
| | (13,495 | ) |
| Amortization of intangible assets | | 1,272 |
| | 10,520 |
| | 13,374 |
| | — |
| | 25,166 |
|
| Operating profit | | 39,417 |
| | 56,038 |
| | 107,653 |
| | — |
| | 203,108 |
|
| Financing costs, net | | 25,611 |
| | 3 |
| | (569 | ) | | — |
| | 25,045 |
|
| Intercompany expense (income), net | | (27,601 | ) | | 5,520 |
| | 22,081 |
| | — |
| | — |
|
| Other expense (income), net | | 12,716 |
| | 153 |
| | (8,832 | ) | | — |
| | 4,037 |
|
| Earnings from continuing operations before income tax expense (benefit) | | 28,691 |
| | 50,362 |
| | 94,973 |
| | — |
| | 174,026 |
|
| Income tax expense (benefit) | | (16,529 | ) | | 30,793 |
| | 18,309 |
| | — |
| | 32,573 |
|
| Net earnings before equity in earnings of subsidiaries | | 45,220 |
| | 19,569 |
| | 76,664 |
| | — |
| | 141,453 |
|
| Equity in earnings of subsidiaries | | 139,865 |
| | 33,061 |
| | 6,160 |
| | (179,086 | ) | | — |
|
| Earnings from continuing operations | | 185,085 |
| | 52,630 |
| | 82,824 |
| | (179,086 | ) | | 141,453 |
|
| Earnings (loss) from discontinued operations | | (21,512 | ) | | 56,494 |
| | (12,862 | ) | | — |
| | 22,120 |
|
| Net earnings | | $ | 163,573 |
| | $ | 109,124 |
| | $ | 69,962 |
| | $ | (179,086 | ) | | $ | 163,573 |
|
| Comprehensive income | | $ | 163,825 |
| | $ | 123,148 |
| | $ | 55,990 |
| | $ | (179,138 | ) | | $ | 163,825 |
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
CONDENSED CONSOLIDATING STATEMENTS OF EARNINGS
(
Inin thousands)
| | | | | | | | | | | | | | | | | | | | |
| | | Year Ended August 31, 2011 | |
| | | Parent | | | Guarantors | | | Non-Guarantors | | | Eliminations | | | Consolidated | |
Net sales | | $ | 170,094 | | | $ | 523,294 | | | $ | 751,935 | | | $ | — | | | $ | 1,445,323 | |
Cost of products sold | | | 55,290 | | | | 365,431 | | | | 468,703 | | | | — | | | | 889,424 | |
| | | | | | | | | | | | | | | | | | | | |
Gross profit | | | 114,804 | | | | 157,863 | | | | 283,232 | | | | — | | | | 555,899 | |
Selling, administrative and engineering expenses | | | 89,682 | | | | 96,313 | | | | 146,644 | | | | — | | | | 332,639 | |
Restructuring charges | | | 1,546 | | | | 218 | | | | 459 | | | | — | | | | 2,223 | |
Amortization of intangible assets | | | 335 | | | | 14,931 | | | | 12,201 | | | | — | | | | 27,467 | |
| | | | | | | | | | | | | | | | | | | | |
Operating profit | | | 23,241 | | | | 46,401 | | | | 123,928 | | | | — | | | | 193,570 | |
Financing costs, net | | | 31,912 | | | | (1 | ) | | | 208 | | | | — | | | | 32,119 | |
Intercompany expense (income), net | | | (16,924 | ) | | | 14,670 | | | | 2,254 | | | | — | | | | — | |
Other expense (income), net | | | (4,519 | ) | | | 133 | | | | 6,630 | | | | — | | | | 2,244 | |
| | | | | | | | | | | | | | | | | | | | |
Earnings before income tax expense | | | 12,772 | | | | 31,599 | | | | 114,836 | | | | — | | | | 159,207 | |
Income tax expense | | | 2,873 | | | | 6,948 | | | | 24,890 | | | | — | | | | 34,711 | |
| | | | | | | | | | | | | | | | | | | | |
Net earnings before equity in earnings of subsidiaries | | | 9,899 | | | | 24,651 | | | | 89,946 | | | | — | | | | 124,496 | |
Equity in earnings of subsidiaries | | | 112,364 | | | | 77,395 | | | | 6,261 | | | | (196,020 | ) | | | — | |
| | | | | | | | | | | | | | | | | | | | |
Earnings from continuing operations | | | 122,263 | | | | 102,046 | | | | 96,207 | | | | (196,020 | ) | | | 124,496 | |
Loss from discontinued operations | | | (10,704 | ) | | | — | | | | (2,233 | ) | | | — | | | | (12,937 | ) |
| | | | | | | | | | | | | | | | | | | | |
Net Earnings | | $ | 111,559 | | | $ | 102,046 | | | $ | 93,974 | | | $ | (196,020 | ) | | $ | 111,559 | |
| | | | | | | | | | | | | | | | | | | | |
|
| | | | | | | | | | | | | | | | | | | | |
| | | Year Ended August 31, 2013 |
| | | Parent | | Guarantors | | Non-Guarantors | | Eliminations | | Consolidated |
| Net sales | | $ | 196,531 |
| | $ | 293,884 |
| | $ | 789,327 |
| | $ | — |
| | $ | 1,279,742 |
|
| Cost of products sold | | 65,178 |
| | 201,704 |
| | 505,910 |
| | — |
| | 772,792 |
|
| Gross profit | | 131,353 |
| | 92,180 |
| | 283,417 |
| | — |
| | 506,950 |
|
| Selling, administrative and engineering expenses | | 69,734 |
| | 59,358 |
| | 164,774 |
| | — |
| | 293,866 |
|
| Amortization of intangible assets | | 1,276 |
| | 10,481 |
| | 11,182 |
| | — |
| | 22,939 |
|
| Operating profit | | 60,343 |
| | 22,341 |
| | 107,461 |
| | — |
| | 190,145 |
|
| Financing costs, net | | 25,270 |
| | 9 |
| | (442 | ) | | — |
| | 24,837 |
|
| Intercompany expense (income), net | | (21,041 | ) | | 1,082 |
| | 19,959 |
| | — |
| | — |
|
| Other expense (income), net | | (2,105 | ) | | (571 | ) | | 5,035 |
| | — |
| | 2,359 |
|
| Earnings from continuing operations before income tax expense (benefit) | | 58,219 |
| | 21,821 |
| | 82,909 |
| | — |
| | 162,949 |
|
| Income tax expense (benefit) | | (798 | ) | | 2,009 |
| | 14,161 |
| | — |
| | 15,372 |
|
| Net earnings before equity in earnings 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 |
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
CONDENSED CONSOLIDATING STATEMENTS OF EARNINGS
(
Inin thousands)
| | | | | | | | | | | | | | | | | | | | |
| | | Year Ended August 31, 2010 | |
| | | Parent | | | Guarantors | | | Non-Guarantors | | | Eliminations | | | Consolidated | |
Net sales | | $ | 143,783 | | | $ | 456,961 | | | $ | 559,764 | | | $ | — | | | $ | 1,160,508 | |
Cost of products sold | | | 47,370 | | | | 333,829 | | | | 352,057 | | | | — | | | | 733,256 | |
| | | | | | | | | | | | | | | | | | | | |
Gross profit | | | 96,413 | | | | 123,132 | | | | 207,707 | | | | — | | | | 427,252 | |
Selling, administrative and engineering expenses | | | 75,814 | | | | 87,987 | | | | 104,065 | | | | — | | | | 267,866 | |
Restructuring charges | | | 2,054 | | | | 7,418 | | | | 6,125 | | | | — | | | | 15,597 | |
Amortization of intangible assets | | | — | | | | 14,463 | | | | 7,554 | | | | — | | | | 22,017 | |
| | | | | | | | | | | | | | | | | | | | |
Operating profit | | | 18,545 | | | | 13,264 | | | | 89,963 | | | | — | | | | 121,772 | |
Financing costs, net | | | 31,589 | | | | 17 | | | | 253 | | | | — | | | | 31,859 | |
Intercompany expense (income), net | | | (21,388 | ) | | | 2,610 | | | | 18,778 | | | | — | | | | — | |
Other expense (income), net | | | (55 | ) | | | 1,613 | | | | (847 | ) | | | — | | | | 711 | |
| | | | | | | | | | | | | | | | | | | | |
Earnings from continuing operations before income tax expense | | | 8,399 | | | | 9,024 | | | | 71,779 | | | | — | | | | 89,202 | |
Income tax expense | | | 2,930 | | | | 2,355 | | | | 13,561 | | | | — | | | | 18,846 | |
| | | | | | | | | | | | | | | | | | | | |
Net earnings from continuing operations before equity in earnings (loss) of subsidiaries | | | 5,469 | | | | 6,669 | | | | 58,218 | | | | — | | | | 70,356 | |
Equity in earnings (loss) of subsidiaries | | | 18,562 | | | | 2,011 | | | | (3,920 | ) | | | (16,653 | ) | | | — | |
| | | | | | | | | | | | | | | | | | | | |
Earnings from continuing operations | | | 24,031 | | | | 8,680 | | | | 54,298 | | | | (16,653 | ) | | | 70,356 | |
Loss from discontinuing operations | | | — | | | | — | | | | (46,325 | ) | | | — | | | | (46,325 | ) |
| | | | | | | | | | | | | | | | | | | | |
Net Earnings | | $ | 24,031 | | | $ | 8,680 | | | $ | 7,973 | | | $ | (16,653 | ) | | $ | 24,031 | |
| | | | | | | | | | | | | | | | | | | | |
|
| | | | | | | | | | | | | | | | | | | | |
| | | 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 |
|
| Earnings (loss) from discontinuing 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 |
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
CONDENSED CONSOLIDATING BALANCE SHEETS
(
Inin thousands)
| | | | | | | | | | | | | | | | | | | | |
| | | August 31, 2012 | |
| | | Parent | | | Guarantors | | | Non-Guarantors | | | Eliminations | | | Consolidated | |
ASSETS | | | | | | | | | | | | | | | | | | | | |
Current assets | | $ | 88,559 | | | $ | 151,168 | | | $ | 321,554 | | | $ | — | | | $ | 561,281 | |
Property, plant & equipment, net | | | 6,944 | | | | 31,818 | | | | 77,122 | | | | — | | | | 115,884 | |
Goodwill | | | 62,543 | | | | 433,193 | | | | 370,676 | | | | — | | | | 866,412 | |
Other intangibles, net | | | 14,522 | | | | 206,194 | | | | 225,168 | | | | — | | | | 445,884 | |
Intercompany receivable | | | — | | | | 418,253 | | | | 307,282 | | | | (725,535 | ) | | | — | |
Investment in subsidiaries | | | 1,886,478 | | | | 250,738 | | | | 90,770 | | | | (2,227,986 | ) | | | — | |
Other long-term assets | | | 12,297 | | | | 22 | | | | 5,339 | | | | — | | | | 17,658 | |
| | | | | | | | | | | | | | | | | | | | |
Total assets | | $ | 2,071,343 | | | $ | 1,491,386 | | | $ | 1,397,911 | | | $ | (2,953,521 | ) | | $ | 2,007,119 | |
| | | | | | | | | | | | | | | | | | | | |
LIABILITIES & SHAREHOLDERS’ EQUITY | | | | | | | | | | | | | | | | | | | | |
Current liabilities | | $ | 76,686 | | | $ | 63,105 | | | $ | 179,215 | | | $ | — | | | $ | 319,006 | |
Long-term debt | | | 390,000 | | | | — | | | | — | | | | — | | | | 390,000 | |
Deferred income taxes | | | 91,604 | | | | — | | | | 41,049 | | | | — | | | | 132,653 | |
Pension and post-retirement benefit liabilities | | | 22,500 | | | | — | | | | 3,942 | | | | — | | | | 26,442 | |
Other long-term liabilities | | | 59,929 | | | | 620 | | | | 26,633 | | | | — | | | | 87,182 | |
Intercompany payable | | | 378,788 | | | | — | | | | 346,747 | | | | (725,535 | ) | | | — | |
Shareholders’ equity | | | 1,051,836 | | | | 1,427,661 | | | | 800,325 | | | | (2,227,986 | ) | | | 1,051,836 | |
| | | | | | | | | | | | | | | | | | | | |
Total liabilities and shareholders’ equity | | $ | 2,071,343 | | | $ | 1,491,386 | | | $ | 1,397,911 | | | $ | (2,953,521 | ) | | $ | 2,007,119 | |
| | | | | | | | | | | | | | | | | | | | |
|
| | | | | | | | | | | | | | | | | | | | |
| | | August 31, 2014 |
| | | Parent | | Guarantors | | Non-Guarantors | | Eliminations | | Consolidated |
| ASSETS | | | | | | | | | | |
| Cash and cash equivalents | | $ | 27,931 |
| | $ | 3,325 |
| | $ | 77,756 |
| | $ | — |
| | $ | 109,012 |
|
| Accounts receivable, net | | 22,811 |
| | 38,511 |
| | 165,686 |
| | — |
| | 227,008 |
|
| Inventories, net | | 31,024 |
| | 38,860 |
| | 92,736 |
| | — |
| | 162,620 |
|
| Deferred income taxes | | 7,503 |
| | — |
| | 3,547 |
| | — |
| | 11,050 |
|
| Prepaid expenses and other current assets | | 3,871 |
| | 1,057 |
| | 28,372 |
| | — |
| | 33,300 |
|
| Total current assets | | 93,140 |
| | 81,753 |
| | 368,097 |
| | — |
| | 542,990 |
|
| Property, plant & equipment, net | | 9,096 |
| | 22,879 |
| | 137,126 |
| | — |
| | 169,101 |
|
| Goodwill | | 44,700 |
| | 280,693 |
| | 417,377 |
| | — |
| | 742,770 |
|
| Other intangibles, net | | 11,974 |
| | 140,400 |
| | 212,803 |
| | — |
| | 365,177 |
|
| Intercompany receivable | | — |
| | 678,073 |
| | 622,818 |
| | (1,300,891 | ) | | — |
|
| Investment in subsidiaries | | 2,286,068 |
| | 806,414 |
| | 237,207 |
| | (3,329,689 | ) | | — |
|
| Other long-term assets | | 23,432 |
| | — |
| | 13,409 |
| | — |
| | 36,841 |
|
| Total assets | | $ | 2,468,410 |
| | $ | 2,010,212 |
| | $ | 2,008,837 |
| | $ | (4,630,580 | ) | | $ | 1,856,879 |
|
| LIABILITIES & SHAREHOLDERS’ EQUITY | |
| |
| |
| |
| |
|
| Trade accounts payable | | $ | 20,014 |
| | $ | 25,673 |
| | $ | 100,111 |
| | $ | — |
| | $ | 145,798 |
|
| Accrued compensation and benefits | | 15,135 |
| | 3,293 |
| | 34,536 |
| | — |
| | 52,964 |
|
| Income taxes payable | | 31,582 |
| | — |
| | 6,765 |
| | — |
| | 38,347 |
|
| Current maturities of debt | | 4,500 |
| | — |
| | — |
| | — |
| | 4,500 |
|
| Other current liabilities | | 19,081 |
| | 3,989 |
| | 34,442 |
| | — |
| | 57,512 |
|
| Total current liabilities | | 90,312 |
| | 32,955 |
| | 175,854 |
| | — |
| | 299,121 |
|
| Long-term debt | | 385,500 |
| | — |
| | — |
| | — |
| | 385,500 |
|
| Deferred income taxes | | 47,543 |
| | — |
| | 49,427 |
| | — |
| | 96,970 |
|
| Pension and postretirement benefit liabilities | | 8,668 |
| | — |
| | 7,031 |
| | — |
| | 15,699 |
|
| Other long-term liabilities | | 42,647 |
| | 4,138 |
| | 11,093 |
| | — |
| | 57,878 |
|
| Intercompany payable | | 892,029 |
| | — |
| | 408,861 |
| | (1,300,890 | ) | | — |
|
| Shareholders’ equity | | 1,001,711 |
| | 1,973,119 |
| | 1,356,571 |
| | (3,329,690 | ) | | 1,001,711 |
|
| Total liabilities and shareholders’ equity | | $ | 2,468,410 |
| | $ | 2,010,212 |
| | $ | 2,008,837 |
| | $ | (4,630,580 | ) | | $ | 1,856,879 |
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
CONDENSED CONSOLIDATING BALANCE SHEETS
(
Inin thousands)
| | | | | | | | | | | | | | | | | | | | |
| | | August 31, 2011 | |
| | | Parent | | | Guarantors | | | Non-Guarantors | | | Eliminations | | | Consolidated | |
ASSETS | | | | | | | | | | | | | | | | | | | | |
Current assets | | $ | 85,785 | | | $ | 155,067 | | | $ | 308,001 | | | $ | — | | | $ | 548,853 | |
Property, plant & equipment, net | | | 4,327 | | | | 37,133 | | | | 87,189 | | | | — | | | | 128,649 | |
Goodwill | | | 62,543 | | | | 432,184 | | | | 393,739 | | | | — | | | | 888,466 | |
Other intangibles, net | | | 15,861 | | | | 216,277 | | | | 247,268 | | | | — | | | | 479,406 | |
Intercompany receivable | | | — | | | | 277,157 | | | | 45,770 | | | | (322,927 | ) | | | — | |
Investment in subsidiaries | | | 1,859,779 | | | | 379,170 | | | | 67,795 | | | | (2,306,744 | ) | | | — | |
Other long-term assets | | | 10,862 | | | | 51 | | | | 6,930 | | | | — | | | | 17,843 | |
| | | | | | | | | | | | | | | | | | | | |
Total assets | | $ | 2,039,157 | | | $ | 1,497,039 | | | $ | 1,156,692 | | | $ | (2,629,671 | ) | | $ | 2,063,217 | |
| | | | | | | | | | | | | | | | | | | | |
LIABILITIES & SHAREHOLDERS’ EQUITY | | | | | | | | | | | | | | | | | | | | |
Current liabilities | | $ | 76,300 | | | $ | 70,126 | | | $ | 184,099 | | | $ | — | | | $ | 330,525 | |
Long-term debt | | | 522,727 | | | | — | | | | — | | | | — | | | | 522,727 | |
Deferred income taxes | | | 122,272 | | | | — | | | | 49,987 | | | | — | | | | 172,259 | |
Pension and post-retirement benefit liabilities | | | 16,452 | | | | — | | | | 2,412 | | | | — | | | | 18,864 | |
Other long-term liabilities | | | 59,466 | | | | 779 | | | | 39,584 | | | | — | | | | 99,829 | |
Intercompany payable | | | 322,927 | | | | — | | | | — | | | | (322,927 | ) | | | — | |
Shareholders’ equity | | | 919,013 | | | | 1,426,134 | | | | 880,610 | | | | (2,306,744 | ) | | | 919,013 | |
| | | | | | | | | | | | | | | | | | | | |
Total liabilities and shareholders’ equity | | $ | 2,039,157 | | | $ | 1,497,039 | | | $ | 1,156,692 | | | $ | (2,629,671 | ) | | $ | 2,063,217 | |
| | | | | | | | | | | | | | | | | | | | |
|
| | | | | | | | | | | | | | | | | | | | |
| | | August 31, 2013 |
| | | Parent | | Guarantors | | Non-Guarantors | | Eliminations | | Consolidated |
| ASSETS | |
| |
| |
| |
| |
|
| Cash and cash equivalents | | $ | 16,122 |
| | $ | — |
| | $ | 87,864 |
| | $ | — |
| | $ | 103,986 |
|
| Accounts receivable, net | | 20,471 |
| | 40,343 |
| | 158,261 |
| | — |
| | 219,075 |
|
| Inventories, net | | 27,343 |
| | 38,948 |
| | 76,258 |
| | — |
| | 142,549 |
|
| Deferred income taxes | | 13,002 |
| | — |
| | 5,794 |
| | — |
| | 18,796 |
|
| Prepaid expenses and other current assets | | 7,454 |
| | 963 |
| | 19,811 |
| | — |
| | 28,228 |
|
| Assets of discontinued operations | | — |
| | 192,129 |
| | 80,477 |
| |
|
| | 272,606 |
|
| Total current assets | | 84,392 |
| | 272,383 |
| | 428,465 |
| | — |
| | 785,240 |
|
| Property, plant & equipment, net | | 7,050 |
| | 22,801 |
| | 171,645 |
| | — |
| | 201,496 |
|
| Goodwill | | 62,543 |
| | 264,502 |
| | 407,907 |
| | — |
| | 734,952 |
|
| Other intangibles, net | | 13,247 |
| | 141,258 |
| | 222,187 |
| | — |
| | 376,692 |
|
| Intercompany receivable | | — |
| | 480,633 |
| | 360,620 |
| | (841,253 | ) | | — |
|
| Investment in subsidiaries | | 2,086,534 |
| | 201,779 |
| | 96,333 |
| | (2,384,646 | ) | | — |
|
| Other long-term assets | | 12,654 |
| | 22 |
| | 8,276 |
| | — |
| | 20,952 |
|
| Total assets | | $ | 2,266,420 |
| | $ | 1,383,378 |
| | $ | 1,695,433 |
| | $ | (3,225,899 | ) | | $ | 2,119,332 |
|
| LIABILITIES & SHAREHOLDERS’ EQUITY | |
| |
| |
| |
| |
|
| Trade accounts payable | | $ | 22,194 |
| | $ | 30,637 |
| | $ | 101,218 |
| | $ | — |
| | $ | 154,049 |
|
| Accrued compensation and benefits | | 13,835 |
| | 2,716 |
| | 27,249 |
| | — |
| | 43,800 |
|
| Income taxes payable | | 8,135 |
| | — |
| | 5,879 |
| | — |
| | 14,014 |
|
| Other current liabilities | | 21,268 |
| | 4,630 |
| | 31,001 |
| | — |
| | 56,899 |
|
| Liabilities of discontinued operations | | — |
| | 23,466 |
| | 29,614 |
| |
|
| | 53,080 |
|
| Total current liabilities | | 65,432 |
| | 61,449 |
| | 194,961 |
| | — |
| | 321,842 |
|
| Long-term debt | | 515,000 |
| | — |
| | — |
| | — |
| | 515,000 |
|
| Deferred income taxes | | 64,358 |
| | — |
| | 51,507 |
| | — |
| | 115,865 |
|
| Pension and postretirement benefit liabilities | | 16,267 |
| | — |
| | 4,431 |
| | — |
| | 20,698 |
|
| Other long-term liabilities | | 51,479 |
| | 390 |
| | 13,791 |
| | — |
| | 65,660 |
|
| Intercompany payable | | 473,617 |
| | — |
| | 367,636 |
| | (841,253 | ) | | — |
|
| Shareholders’ equity | | 1,080,267 |
| | 1,321,539 |
| | 1,063,107 |
| | (2,384,646 | ) | | 1,080,267 |
|
| Total liabilities and shareholders’ equity | | $ | 2,266,420 |
| | $ | 1,383,378 |
| | $ | 1,695,433 |
| | $ | (3,225,899 | ) | | $ | 2,119,332 |
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
(
Inin 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 | | | (290 | ) | | | — | | | | (69,977 | ) | | | — | | | | (70,267 | ) |
| | | | | | | | | | | | | | | | | | | | |
Cash used in investing activities | | | (3,443 | ) | | | (3,716 | ) | | | (77,347 | ) | | | — | | | | (84,506 | ) |
| | | | | |
Financing Activities | | | | | | | | | | | | | | | | | | | | |
Net repayments on revolving credit facilities | | | (57,990 | ) | | | — | | | | (177 | ) | | | — | | | | (58,167 | ) |
Intercompany loan activity | | | (11,482 | ) | | | (16,556 | ) | | | 28,038 | | | | — | | | | — | |
Principal repayment of 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 | ) |
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 | | | (82,482 | ) | | | (16,556 | ) | | | 27,861 | | | | — | | | | (71,177 | ) |
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 period | | | 872 | | | | — | | | | 43,349 | | | | — | | | | 44,221 | |
| | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents—end of period | | $ | 12,401 | | | $ | 91 | | | $ | 55,692 | | | $ | — | | | $ | 68,184 | |
| | | | | | | | | | | | | | | | | | | | |
|
| | | | | | | | | | | | | | | | | | | | |
| | | Year Ended August 31, 2014 |
| | | Parent | | Guarantors | | Non-Guarantors | | Eliminations | | Consolidated |
| Operating Activities | |
| |
| |
| |
| |
|
| Net cash provided by (used in) operating activities | | $ | 75,924 |
| | $ | (20,966 | ) | | $ | 84,992 |
| | $ | (14,716 | ) | | $ | 125,234 |
|
| Investing Activities | |
| |
| |
| |
| |
|
| Proceeds from sale of property, plant & equipment | | 85 |
| | 484 |
| | 43,705 |
| | — |
| | 44,274 |
|
| Proceeds from sale of business | | (4,586 | ) | | 250,748 |
| | 43,428 |
| | — |
| | 289,590 |
|
| Intercompany investment | | — |
| | (99,963 | ) | | — |
| | 99,963 |
| | — |
|
| Capital expenditures | | (4,498 | ) | | (4,675 | ) | | (32,684 | ) | | — |
| | (41,857 | ) |
| Business acquisitions, net of cash acquired | | (30,500 | ) | | — |
| | — |
| | — |
| | (30,500 | ) |
| Cash provided by (used in) investing activities | | (39,499 | ) | | 146,594 |
| | 54,449 |
| | 99,963 |
| | 261,507 |
|
| Financing Activities | |
| |
| |
| |
| |
|
| Intercompany loan activity | | 354,791 |
| | (122,303 | ) | | (232,488 | ) | | — |
| | — |
|
| Net repayments on revolver | | (125,000 | ) | | — |
| | — |
| | — |
| | (125,000 | ) |
| Intercompany capital contribution | | — |
| | — |
| | 99,963 |
| | (99,963 | ) | | — |
|
| Payment of deferred acquisition consideration | | — |
| | — |
| | (1,585 | ) | | — |
| | (1,585 | ) |
| Purchase of treasury shares | | (283,712 | ) | | — |
| | — |
| | — |
| | (283,712 | ) |
| Stock option exercises, related tax benefits and other | | 32,224 |
| | — |
| | — |
| | — |
| | 32,224 |
|
| Cash dividend | | (2,919 | ) | | — |
| | (14,716 | ) | | 14,716 |
| | (2,919 | ) |
| Cash used in financing activities | | (24,616 | ) | | (122,303 | ) | | (148,826 | ) | | (85,247 | ) | | (380,992 | ) |
| Effect of exchange rate changes on cash | | — |
| | — |
| | (723 | ) | | — |
| | (723 | ) |
| Net increase (decrease) in cash and cash equivalents | | 11,809 |
| | 3,325 |
| | (10,108 | ) | | — |
| | 5,026 |
|
| Cash and cash equivalents—beginning of year | | 16,122 |
| | — |
| | 87,864 |
| | — |
| | 103,986 |
|
| Cash and cash equivalents—end of year | | $ | 27,931 |
| | $ | 3,325 |
| | $ | 77,756 |
| | $ | — |
| | $ | 109,012 |
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
(
Inin thousands)
| | | | | | | | | | | | | | | | | | | | |
| | | Year Ended August 31, 2011 | |
| | | Parent | | | Guarantors | | | Non-Guarantors | | | Eliminations | | | Consolidated | |
Operating Activities | | | | | | | | | | | | | | | | | | | | |
Net cash provided by operating activities | | $ | 92,573 | | | $ | 3,122 | | | $ | 77,404 | | | $ | (1,533 | ) | | $ | 171,566 | |
| | | | | |
Investing Activities | | | | | | | | | | | | | | | | | | | | |
Proceeds from sale of property, plant & equipment | | | 103 | | | | 313 | | | | 1,363 | | | | — | | | | 1,779 | |
Proceeds from sale of business | | | — | | | | — | | | | 3,463 | | | | — | | | | 3,463 | |
Capital expenditures | | | (5,284 | ) | | | (4,740 | ) | | | (13,072 | ) | | | — | | | | (23,096 | ) |
Business acquisitions, net of cash acquired | | | (153,409 | ) | | | (350 | ) | | | (159,697 | ) | | | — | | | | (313,456 | ) |
| | | | | | | | | | | | | | | | | | | | |
Cash used in investing activities | | | (158,590 | ) | | | (4,777 | ) | | | (167,943 | ) | | | — | | | | (331,310 | ) |
| | | | | |
Financing Activities | | | | | | | | | | | | | | | | | | | | |
Net borrowings on revolving credit facilities | | | 58,000 | | | | — | | | | 204 | | | | — | | | | 58,204 | |
Proceeds from issuance of term loans | | | 100,000 | | | | — | | | | — | | | | — | | | | 100,000 | |
Repurchases of 2% Convertible Notes | | | (34 | ) | | | — | | | | — | | | | — | | | | (34 | ) |
Intercompany loan activity | | | (96,454 | ) | | | 1,655 | | | | 94,799 | | | | — | | | | — | |
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 | | | | 1,655 | | | | 93,470 | | | | 1,533 | | | | 158,492 | |
Effect of exchange rate changes on cash | | | — | | | | — | | | | 5,251 | | | | — | | | | 5,251 | |
| | | | | | | | | | | | | | | | | | | | |
Net increase (decrease) in cash and cash equivalents | | | (4,183 | ) | | | — | | | | 8,182 | | | | — | | | | 3,999 | |
Cash and cash equivalents—beginning of period | | | 5,055 | | | | — | | | | 35,167 | | | | — | | | | 40,222 | |
| | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents—end of period | | $ | 872 | | | $ | — | | | $ | 43,349 | | | $ | — | | | $ | 44,221 | |
| | | | | | | | | | | | | | | | | | | | |
|
| | | | | | | | | | | | | | | | | | | | |
| | | 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 revolver | | 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, related tax benefits and other | | 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 |
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
(
Inin thousands)
| | | | | | | | | | | | | | | | | | | | |
| | | Year Ended August 31, 2010 | |
| | | Parent | | | Guarantors | | | Non-Guarantors | | | Eliminations | | | Consolidated | |
Operating Activities | | | | | | | | | | | | | | | | | | | | |
Net cash provided by (used in) operating activities | | $ | 137,143 | | | $ | (6,739 | ) | | $ | 42,827 | | | $ | (52,145 | ) | | $ | 121,086 | |
Investing Activities | | | | | | | | | | | | | | | | | | | | |
Proceeds from sale of property, plant & equipment | | | 1 | | | | 439 | | | | 796 | | | | — | | | | 1,236 | |
Proceeds from sale of businesses | | | — | | | | — | | | | 7,516 | | | | — | | | | 7,516 | |
Capital expenditures | | | (1,219 | ) | | | (8,309 | ) | | | (10,438 | ) | | | — | | | | (19,966 | ) |
Business acquisitions, net of cash acquired | | | — | | | | (9,374 | ) | | | (36,492 | ) | | | — | | | | (45,866 | ) |
| | | | | | | | | | | | | | | | | | | | |
Cash used in investing activities | | | (1,218 | ) | | | (17,244 | ) | | | (38,618 | ) | | | — | | | | (57,080 | ) |
Financing Activities | | | | | | | | | | | | | | | | | | | | |
Net repayments on revolving credit facilities | | | (12,608 | ) | | | — | | | | (1,705 | ) | | | — | | | | (14,313 | ) |
Repurchases of 2% Convertible Notes | | | (22,894 | ) | | | — | | | | — | | | | — | | | | (22,894 | ) |
Intercompany loan activity | | | (96,107 | ) | | | 55,378 | | | | 40,729 | | | | — | | | | — | |
Stock option exercises and related tax benefits | | | 3,315 | | | | — | | | | — | | | | — | | | | 3,315 | |
Cash dividend | | | (2,702 | ) | | | (31,395 | ) | | | (20,750 | ) | | | 52,145 | | | | (2,702 | ) |
| | | | | | | | | | | | | | | | | | | | |
Cash provided by (used in) financing activities | | | (130,996 | ) | | | 23,983 | | | | 18,274 | | | | 52,145 | | | | (36,594 | ) |
Effect of exchange rate changes on cash | | | — | | | | — | | | | 1,425 | | | | — | | | | 1,425 | |
| | | | | | | | | | | | | | | | | | | | |
Net increase in cash and cash equivalents | | | 4,929 | | | | — | | | | 23,908 | | | | — | | | | 28,837 | |
Cash and cash equivalents—beginning of period | | | 126 | | | | — | | | | 11,259 | | | | — | | | | 11,385 | |
| | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents—end of period | | $ | 5,055 | | | $ | — | | | $ | 35,167 | | | $ | — | | | $ | 40,222 | |
| | | | | | | | | | | | | | | | | | | | |
|
| | | | | | | | | | | | | | | | | | | | |
| | | 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 revolver | | (57,990 | ) | | — |
| | (177 | ) | | — |
| | (58,167 | ) |
| 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 | ) |
| Intercompany loan activity | | (11,482 | ) | | (16,556 | ) | | 28,038 |
| | — |
| | — |
|
| 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, related tax benefits and other | | 10,913 |
| | — |
| | — |
| | — |
| | 10,913 |
|
| Cash dividend | | (2,748 | ) | | — |
| | — |
| | — |
| | (2,748 | ) |
| Cash provided by (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 |
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Note
19.16. Quarterly Financial Data (Unaudited)
Quarterly financial data for fiscal
20122014 and fiscal
20112013 is as follows:
| | | | | | | | | | | | | | | | | | | | |
| | | Year Ended August 31, 2012 | |
| | | First | | | Second | | | Third | | | Fourth | | | Total | |
Net sales | | $ | 392,799 | | | $ | 378,024 | | | $ | 429,215 | | | $ | 405,304 | | | $ | 1,605,342 | |
Gross profit | | | 152,608 | | | | 141,292 | | | | 166,120 | | | | 157,351 | | | | 617,371 | |
Net earnings (loss) | | | 37,174 | | | | 32,175 | | | | 34,401 | | | | (16,460 | ) | | | 87,290 | |
| | | | | |
Net earnings (loss) per share: | | | | | | | | | | | | | | | | | | | | |
Basic | | $ | 0.54 | | | $ | 0.47 | | | $ | 0.48 | | | $ | (0.23 | ) | | $ | 1.25 | |
Diluted | | | 0.50 | | | | 0.43 | | | | 0.45 | | | | (0.23 | ) | | | 1.17 | |
| |
| | | Year Ended August 31, 2011 | |
| | | First | | | Second | | | Third | | | Fourth | | | Total | |
Net sales | | $ | 318,412 | | | $ | 330,698 | | | $ | 392,777 | | | $ | 403,436 | | | $ | 1,445,323 | |
Gross profit | | | 121,853 | | | | 125,027 | | | | 154,038 | | | | 154,981 | | | | 555,899 | |
Earnings from continuing operations | | | 26,661 | | | | 22,142 | | | | 38,360 | | | | 37,333 | | | | 124,496 | |
Earnings (loss) from discontinued operations | | | (771 | ) | | | (14,213 | ) | | | (2,002 | ) | | | 4,049 | | | | (12,937 | ) |
Net earnings | | | 25,890 | | | | 7,929 | | | | 36,358 | | | | 41,382 | | | | 111,559 | |
| | | | | |
Earnings from continuing operations per share: | | | | | | | | | | | | | | | | | | | | |
Basic | | $ | 0.39 | | | $ | 0.32 | | | $ | 0.56 | | | $ | 0.55 | | | $ | 1.82 | |
Diluted | | | 0.36 | | | | 0.30 | | | | 0.51 | | | | 0.50 | | | | 1.68 | |
Earnings (loss) from discontinued operations per share: | | | | | | | | | | | | | | | | | | | | |
Basic | | $ | (0.01 | ) | | $ | (0.20 | ) | | $ | (0.03 | ) | | $ | 0.06 | | | $ | (0.19 | ) |
Diluted | | | (0.01 | ) | | | (0.19 | ) | | | (0.02 | ) | | | 0.05 | | | | (0.18 | ) |
Net Earnings per share: | | | | | | | | | | | | | | | | | | | | |
Basic | | $ | 0.38 | | | $ | 0.12 | | | $ | 0.53 | | | $ | 0.61 | | | $ | 1.63 | |
Diluted | | | 0.35 | | | | 0.11 | | | | 0.49 | | | | 0.55 | | | | 1.50 | |
|
| | | | | | | | | | | | | | | | | | | | |
| | | Year Ended August 31, 2014 |
| | | First | | Second | | Third | | Fourth | | Total |
| Net sales | | $ | 339,556 |
| | $ | 327,770 |
| | $ | 378,187 |
| | $ | 354,349 |
| | $ | 1,399,862 |
|
| Gross profit | | 131,780 |
| | 124,447 |
| | 148,550 |
| | 142,095 |
| | 546,872 |
|
| Earnings from continuing operations | | 33,005 |
| | 22,304 |
| | 50,557 |
| | 35,587 |
| | 141,453 |
|
| Earnings from discontinued operations | | 3,032 |
| | 19,088 |
| | — |
| | — |
| | 22,120 |
|
| Net earnings | | 36,037 |
| | 41,392 |
| | 50,557 |
| | 35,587 |
| | 163,573 |
|
| Earnings from continuing operations per share: | |
|
| |
|
| |
|
| |
|
| |
|
|
| Basic | | $ | 0.45 |
| | $ | 0.31 |
| | $ | 0.72 |
| | $ | 0.52 |
| | $ | 1.99 |
|
| Diluted | | 0.44 |
| | 0.30 |
| | 0.70 |
| | 0.51 |
| | 1.95 |
|
| Earnings from discontinued operations per share: | |
|
| |
|
| |
|
| |
|
| |
|
|
| Basic | | $ | 0.04 |
| | $ | 0.26 |
| | $ | — |
| | $ | — |
| | $ | 0.32 |
|
| Diluted | | 0.04 |
| | 0.26 |
| | — |
| | — |
| | 0.32 |
|
| Net earnings per share: | |
|
| |
|
| |
|
| |
|
| |
|
|
| Basic | | $ | 0.49 |
| | $ | 0.57 |
| | $ | 0.72 |
| | $ | 0.52 |
| | $ | 2.31 |
|
| Diluted | | 0.48 |
| | 0.56 |
| | 0.70 |
| | 0.51 |
| | 2.26 |
|
| | | | | | | | | | | |
| | | Year Ended August 31, 2013 |
| | | First | | Second | | Third | | Fourth | | Total |
| Net sales | | $ | 307,809 |
| | $ | 300,468 |
| | $ | 344,205 |
| | $ | 327,260 |
| | $ | 1,279,742 |
|
| Gross profit | | 124,368 |
| | 116,178 |
| | 136,904 |
| | 129,500 |
| | 506,950 |
|
| 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 |
|
| 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 |
|
| Diluted | | 0.49 |
| | 0.38 |
| | (1.24 | ) | | 0.78 |
| | 0.40 |
|
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.
Fourth
During the third quarter of fiscal 2012 net loss includes2013 the Company recognized a $62.5$170.3 million non-cash impairment charge related to the goodwill and indefinite lived intangiblesintangible assets of the Mastervolt business (see Note 6, “Impairment Charges”)former Electrical segment (discontinued operations).Approximately $1.1 million of expense and $4.1 million of income related to discontinued operations were recorded in In the third and fourth quarters of fiscal 2011, respectively, to correct immaterial errors that should have been recorded in the second quarter of fiscal 2011.
2013, the Company re-assessed its initial estimate of fair value less selling costs for the Electrical segment and recognized an
$11.2 million increase to the carrying value of the Electrical segment assets (discontinued operations). 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.
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, 2012 | | $ | 7,173 | | | $ | 107 | | | $ | 96 | | | $ | (2,740 | ) | | $ | (261 | ) | | $ | 4,375 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
August 31, 2011 | | | 7,680 | | | | 1,021 | | | | 939 | | | | (3,048 | ) | | | 581 | | | | 7,173 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
August 31, 2010 | | | 8,633 | | | | 2,437 | | | | (644 | ) | | | (2,452 | ) | | | (294 | ) | | | 7,680 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Allowance for losses—Inventory | | | | | | | | | | | | | | | | | | | | | |
August 31, 2012 | | $ | 26,185 | | | $ | 4,424 | | | $ | 3,503 | | | $ | (7,486 | ) | | $ | (1,188 | ) | | $ | 25,438 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
August 31, 2011 | | | 21,982 | | | | 721 | | | | 9,317 | | | | (6,149 | ) | | | 314 | | | | 26,185 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
August 31, 2010 | | | 24,297 | | | | 6,536 | | | | (92 | ) | | | (8,076 | ) | | | (683 | ) | | | 21,982 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Valuation allowance—Income taxes | | | | | | | | | | | | | | | | | | | | | |
August 31, 2012 | | $ | 7,260 | | | $ | 2,954 | | | $ | — | | | $ | (2,061 | ) | | $ | — | | | $ | 8,153 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
August 31, 2011 | | | 8,542 | | | | 4,498 | | | | — | | | | (5,831 | ) | | | 51 | | | | 7,260 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
August 31, 2010 | | | 20,238 | | | | 3,670 | | | | (8,633 | ) | | | (6,601 | ) | | | (132 | ) | | | 8,542 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
|
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | Additions | | Deductions | | | | |
| Description | | 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, 2014 | | $ | 3,701 |
| | $ | 2,447 |
| | $ | 440 |
| | $ | (664 | ) | | $ | 110 |
| | $ | 6,034 |
|
| August 31, 2013 | | 4,375 |
| | 584 |
| | (437 | ) | | (787 | ) | | (34 | ) | | 3,701 |
|
| August 31, 2012 | | 7,173 |
| | 107 |
| | 96 |
| | (2,740 | ) | | (261 | ) | | 4,375 |
|
| | | | | | | | | | | | | |
| Valuation allowance—Income taxes | | | | | | | | | | |
| August 31, 2014 | | $ | 17,268 |
| | $ | 1,243 |
| | $ | (5,487 | ) | | $ | (183 | ) | | $ | — |
| | $ | 12,841 |
|
| August 31, 2013 | | 8,153 |
| | 4,527 |
| | 5,772 |
| | (1,184 | ) | | — |
| | 17,268 |
|
| August 31, 2012 | | 7,260 |
| | 2,954 |
| | — |
| | (2,061 | ) | | — |
| | 8,153 |
|
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None.
Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |
None.
Item 9A. | Controls and Procedures |
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 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, 2012,2014, 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
Jeyco PtyHayes Industries Ltd.
, Turotest Medidores Ltda and CrossControl AB (“Hayes”) from its assessment of internal control over financial reporting as of August 31,
20122014 because
they werethe business was acquired by the Company in a purchase business combination
during fiscal 2012.on May 23, 2014. Subsequent to the acquisition, certain elements of
the acquired businesses’Hayes 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,
2012. All2014. Hayes is a wholly-owned subsidiary of the
fiscal 2012 acquisitions are wholly-owned subsidiariesCompany whose total assets and total revenues
excluding integrated elements, represent
5%2% and
less than 1%, respectively, of the related consolidated financial statement amounts as of and for the year ended August 31,
2012.2014.
PricewaterhouseCoopers LLP, an independent registered public accounting firm, has audited the Company’s consolidated financial statements and the effectiveness of internal controls over financial reporting as of August 31, 2012,2014, 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 20122014 that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. Item 9B. | Other Information |
Item 9B. Other Information
PART III
Item 10. | Directors; Executive Officers and Corporate Governance | 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 15, 201321, 2015 (the “2013“2015 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 20132015 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 20132015 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 officer or corporate controller by posting such information on the Company’s website.
Item 11. Executive Compensation | 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 2013
2015 Annual Meeting Proxy Statement.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 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 2013
2015 Annual Meeting Proxy Statement.
Item 13. Certain Relationships and Related Transactions, and Director Independence | 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 2013
2015 Annual Meeting Proxy Statement.
Item 14. Principal Accountant Fees and Services | 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 2013
2015 Annual Meeting Proxy Statement.
Item 15. | Exhibits, Financial Statement Schedules |
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.”
See “Index to Exhibits” beginning on page
72,64, which is incorporated herein by reference.
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.
|
| | |
| (Registrant) |
| |
By: | | /S/ ANDREW G. LAMPEREUR |
| By: | /S/ ANDREW G. LAMPEREUR |
| | Andrew G. Lampereur |
| | Executive Vice President and ChiefFinancial Officer |
| | (Principal Financial Officer) |
Dated: October 26, 201227,
2014 KNOWN ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints
Robert C. ArzbaecherMark E. Goldstein 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.*
|
| | |
Signature | | Title |
| |
/S/ ROBERTs/ ROBERT C. ARZBAECHER Robert C. Arzbaecher
ARZBAECHER | | Chairman of the Board President and Chief
Executive Officer |
| |
/s/ GUSTAV H.P. BOEL
Gustav H.P. Boel
Robert C. Arzbaecher | | Director and Executive Vice President
|
| |
/s/ GURMINDERGURMINDER S. BEDI BEDI | | Director |
| Gurminder S. Bedi | | Director
|
| |
/s/ WILLIAME. JAMES FERLAND | | Director |
| E. James Ferland | | |
| |
| /s/ THOMAS J. FISCHER | | Director |
| Thomas. J. Fischer | | |
| |
| /s/ MARK E. GOLDSTEIN | | Director, Chief Executive Officer |
| Mark E. Goldstein | | |
| | |
/s/ WILLIAM K. HALLHALL | | Director |
| William K. Hall | | Director
|
| |
/s/ THOMAS J. FISCHER
Thomas J. Fischer
| | Director
|
| | |
Signature
/s/ R. ALAN HUNTER, JR | | Title
Director |
| |
/s/ ROBERT A. PETERSON
Robert A. Peterson
| | Director
|
| |
/s/ DENNIS K. WILLIAMS
Dennis K. Williams
| | Director
|
| |
/s/ HOLLY A. VANDEURSEN
Holly A. VanDeursen
| | Director
|
| |
/s/ R. ALAN HUNTER, JR
R. Alan Hunter, Jr. | | Director
|
| |
/s/ ANDREW G. LAMPEREUR
Andrew G. Lampereur
| | |
| /s/ ROBERT A. PETERSON | | Director |
| Robert A. Peterson | | |
| |
| /s/ DENNIS K. WILLIAMS | | Director |
| Dennis K. Williams | | |
| |
| /s/ HOLLY A. VANDEURSEN | | Director |
| Holly A. VanDeursen | | |
| /s/ ANDREW G. LAMPEREUR | | Executive Vice President and Chief Financial Officer (Principal Financial Officer) |
| |
/s/ MATTHEW P. PAULI
Matthew P. Pauli
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 26, 2012. |
* Each of the above signatures is affixed as of October 27, 2014.
(Commission File No. 1-11288)
ANNUAL REPORT ON FORM 10-K
FOR THE FISCAL YEAR ENDED AUGUST 31, 20122014
|
| | | | | | | | | |
Exhibit | | Description | | Incorporated Herein By Reference To | | Herewith
|
2.1
| | ShareFurnished 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 | | Exhibit 2.1(a) to the Registrant's Form 10-K for the fiscal year ended August 31, 2013 | | | | |
| | | | | | | | |
| | (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 | | Exhibit 2.1(b) to the Registrant's Form 10-K for the fiscal year ended August 31, 2013 | | | | |
| | | | | | | | |
| | (c) Purchase Agreement dated November 30, 2010, between Masterhold B.V.Power Products, LLC and Actuant Corporation dated October 30, 2013 | | Exhibit 2.1 to the Registrant’sRegistrant's Form 8-K filed on December 1, 201019, 2013 | | |
2.2
| | Stock Purchase Agreement, dated May 19, 2011, between ASCP-Weasler Holdings LLC, ASCP-Weasler Holdings, Inc., Weasler Engineering, Inc. and Actuant Corporation |
| | Exhibit 2.1 to the Registrant’s Form 10-Q filed on July 8, 2011 | | | | | | |
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 | | | | |
| | | | | |
| | (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 | | | | |
| | | | | |
| | (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 | | | | |
| | | | | |
| | (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 | | | | |
| | | | | |
| | (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 | | | | |
| | | | | |
3.2 |
| | Amended and Restated Bylaws, as amended | | Exhibit 3.1 toof the Registrant’sRegistrant's Form 8-K filed on October 23, 200710-K for the fiscal year ended August 31, 2013 | | | | |
| | | | | |
|
| | | | | | | | | |
4.1
Exhibit | | Description | | Incorporated Herein By Reference To | | Filed
Herewith | | Furnished Herewith |
| 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 | | |
| | | |
4.2
| | |
| | | | | | | | |
| 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’sRegistrant's Current Report on Form 8-K filed on April 18, 2012 | | | | |
| | | | | |
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’sRegistrant's Form 10-Q for the quarter ended February 28, 2011 | | |
| | | |
4.4
| | |
| | | | | |
| 4.4 |
| | Omnibus Amendment No. 1 dated September 23, 2011 among Actuant Corporation, the Lender party there tothereto and JPMorgan Chase Bank, N.A. as agent | | Exhibit 4.9 to the Registrant’sRegistrant's Form 10-K for the fiscal year ended August 31, 2011. | | | | |
| | | | | |
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 | | Exhibit 4.5(a) to the Registrant's Form 10-K for the fiscal year ended August 31, 2013 | | | | |
| | | | | | | | |
| | (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 | | Exhibit 4.5(b) to the Registrant's Form 10-K for the fiscal year ended August 31, 2013 | | | | |
| | | | | |
| 10.1 |
| | Outside Directors’ Deferred Compensation Plan adopted by Board of Directors on May 4, 1995(conformed through the first amendment) | | Exhibit 10.810.1 to the Registrant’sRegistrant's Form 10-K for the fiscal year ended August 31, 19952013 | | |
| | | |
10.2
| | First Amendment of Actuant Corporation Outside Directors’ Deferred Compensation Plan dated December 25, 2008 |
| | Exhibit 10.14 to the Registrant’s Form 10-Q for quarter ended November 30, 2008 | | |
| | | | | | |
Exhibit
10.2 | | Description
| | Incorporated Herein By Reference To
| | Filed
Herewith
|
| | | |
10.3
| | Actuant Corporation Deferred Compensation Plan (conformed through the third amendment) | | | | X |
| | | |
10.4
| | (a) 1996 Stock Plan adopted by board of directors on August 8, 1996 and proposed for shareholder approval on January 8, 1997 | | Annex AExhibit 10.3 to the Registrant’s Proxy Statement dated November 19, 1996 for 1997 Annual Meeting of Shareholders | | |
| | | |
| | (b) Amendment to 1996 Stock Plan adopted by board of directors on May 8, 1997 | | Exhibit 10.10(b) to the RegistrantsRegistrant's Form 10-K for the fiscal year ended August 31, 19972012 | | | | |
| | | | | |
10.5
10.3 |
| | Actuant Corporation 2010 Employee Stock Purchase Plan | | Exhibit B to the RegistrantsRegistrant's Proxy Statement, dated December 4, 2009 | | | | |
|
|
|
|
|
|
|
|
|
| | | | | | | | |
|
| | | | | | | | | |
10.6
Exhibit | | Description | | Incorporated Herein By Reference To | | Filed
Herewith | | Furnished Herewith |
| 10.4 |
| | (a) Actuant Corporation 2001 Stock Plan | | Exhibit B to the Registrant’sRegistrant's Proxy Statement, dated December 1, 2000 for the 2001 Annual Meeting of Shareholders | | | | |
| |
| |
|
|
|
|
|
| | (b) First Amendment to the Actuant Corporation 2001 Stock Plan dated December 25, 2008 | | Exhibit 10.9 to the Registrant’sRegistrant's Form 10-Q for the quarter ended November 30, 2008 | | | | |
| | | | | | | | |
10.7
10.5 |
| | (a) Actuant Corporation 2002 Stock Plan, as amended (through third amendment) | | Exhibit 10.26 to the Registrant’sRegistrant's Form 8-K filed on January 20, 2006 | | | | |
| | | | | |
| | (b) Fourth Amendment to the Actuant Corporation 2002 Stock Plan dated November 7, 2008 | | Exhibit 10.11 to the Registrant’sRegistrant's Form 10-Q for the quarter ended November 30, 2008 | | | | |
| | | | | |
10.8
10.6 |
| | Actuant Corporation 2009 Omnibus Incentive Plan, conformed to reflect the Second Amendment thereto | | Exhibit 99.1 to the Registrant’sRegistrant's Form 8-K filed on January 14, 201017, 2013 | | | | |
| | | | | |
10.9
10.7 |
| | (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 | | | | |
| | | | | |
| | (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 | | | | |
| | | | | |
10.10
10.8 |
| | Actuant Corporation Long Term Incentive Plan | | Exhibit 10.25 to the Registrant’sRegistrant's Form 8-K filed on July 12, 2006 | | | | |
| | | | | |
10.15
10.9 |
| | 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 | | |
| | | |
10.16
| | |
| | | | | |
| 10.10 |
| | (a) Form of Actuant Corporation Change in Control Agreement for Messrs. Arzbaecher, Blackmore, Goldstein, Kobylinski, Sefcik, Roundhouse, Lampereur, Scheer, Wozniak, Ms. Grissom and Ms. GrissomRoberts | | Exhibit 10.1 to the Registrant’sRegistrant's Form 8-K filed on May 2, 2012 | | | | |
| | | | | |
| | (b) Form of Actuant Corporation Change in Control Agreement for Messrs. Axline and Boel | | Exhibit 10.2 to the Registrant’sRegistrant's Form 8-K filed on May 2, 2012 | | | | |
|
| | | | | | | | | |
10.17
Exhibit |
| Description |
| Incorporated Herein By Reference To |
| Filed
Herewith |
| Furnished Herewith |
| | (c) Amendment to Actuant Corporation Change in Control Agreement for Mr. Scheer | | Exhibit 10.10(c) to the Registrant's Form 10-K for the fiscal year ended August 31, 2013 | | | | |
| | | | | |
| 10.11 |
| | Actuant Corporation Executive Officer Bonus Plan | | Exhibit B to the Registrant's Definitive Proxy statement dated December 3, 2012 | | X | | |
| | | | | | | | |
| 10.12* |
| | Retention Bonus Agreement between Actuant Corporation and Mr. Scheer | | Exhibit 10.12 to the Registrant's Form 10-K for the fiscal year ended August 31, 2013 | | | | |
| | | | | | | | |
| 10.13 |
| | Consulting Services Agreement between Actuant Corporation and Mr. Boel | | Exhibit 10.13 to the Registrant's Form 10-K for the fiscal year ended August 31, 2013 | | | | |
| | | | | | | | |
| 10.14 |
| | Consulting Services Agreement between Actuant Corporation and Mr. Axline | | Exhibit 10.14 to the Registrant's Form 10-K for the fiscal year ended August 31, 2013 | | | | |
| | | | | | | | |
| 10.15 |
| | (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 | | | | |
| | | | | | | | |
| | (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 | | | | |
| | | | | | | | |
| 10.16 |
| | (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 | | | | |
| | | | | | | | |
| | (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 | | | | |
| | | | | | | | |
| 10.17 |
| | (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 | | | | |
| | | | | | | | |
| | (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 | | | | |
|
| | | | | | | | | |
Exhibit | | Description | | Incorporated Herein By Reference To | | Filed
Herewith | | Furnished Herewith |
| 14 |
| | Code of Ethics | | Exhibit 14 of the Registrant’sRegistrant's Form 10-K for the fiscal year ended August 31, 2003 | | | | |
| | | | | |
21 |
| | Subsidiaries of the Registrant | | | | X |
| | | |
| | | | | |
| 23 |
| | Consent of PricewaterhouseCoopers LLP | | | | X |
| | | |
| | | | | |
| 24 |
| | Power of Attorney | | | | See signature page of this report |
| | | | | | |
Exhibit
| | Description
| | Incorporated Herein By Reference To
| | Filed
Herewith
| | |
| 31.1 | | | |
31.1
| | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | | | | X |
| | | |
| | | | | |
| 31.2 |
| | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | | | | X |
| | | |
| | | | | |
| 32.1 |
| | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | | | | | | X |
| | | | | |
32.2 |
| | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | | | | | | X |
|
|
|
|
|
|
|
|
|
101*
101 |
| | The following materials from the Actuant Corporation Form 10-K for the year ended August 31, 20122014 formatted in Extensible Business Reporting Language (XBRL): (i) the Consolidated Statements of Earnings, (ii) the Consolidated Statements of Comprehensive Income, (iii) the Consolidated Balance Sheets, (iii)(iv) the Consolidated Statements of Cash Flows (iv) the Consolidated Statements of Shareholders’ Equity and (v) the Notes to Consolidated Financial Statements. | | | | X | | |
74
*Confidential treatment granted for portions of this document. Portions for which confidential treatment was granted 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.
