Guarantors | 12 Months Ended |
Oct. 25, 2013 |
Guarantors | ' |
NOTE 18: Guarantors |
The following schedules set forth condensed consolidating financial information as required by Rule 3-10 of Securities and Exchange Commission Regulation S-X for fiscal 2013, 2012, and 2011 for (a) Esterline Technologies Corporation (the Parent); (b) on a combined basis, the current subsidiary guarantors (Guarantor Subsidiaries) of the secured credit facility, 2017 Notes (for periods prior to the ending of the fiscal quarter ended April 26, 2013), and 2020 Notes; and (c) on a combined basis, the subsidiaries that are not guarantors of the secured credit facility, 2017 Notes (for periods prior to the ending of the fiscal quarter ended April 26, 2013), and 2020 Notes (Non-Guarantor Subsidiaries). The Guarantor Subsidiaries previously guaranteed the Senior Subordinated Notes due 2013 that were repurchased or otherwise redeemed in August 2010. The Guarantor Subsidiaries are direct and indirect wholly-owned subsidiaries of Esterline Technologies Corporation and have fully and unconditionally, jointly and severally, guaranteed the secured credit facility, 2017 Notes (for periods prior to the ending of the fiscal quarter ended April 26, 2013), and the 2020 Notes. |
|
Condensed Consolidating Balance Sheet as of October 25, 2013 |
|
| | | | | | | | | | | | | | | | | | | | |
In Thousands | | Parent | | | Guarantor | | | Non- | | | Eliminations | | | Total | |
Subsidiaries | Guarantor |
| Subsidiaries |
| | | | | |
Assets | | | | | | | | | | | | | | | | | | | | |
| | | | | |
Current Assets | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 7,826 | | | $ | 4,876 | | | $ | 166,476 | | | $ | 0 | | | $ | 179,178 | |
Cash in escrow | | | 4,018 | | | | 0 | | | | 0 | | | | 0 | | | | 4,018 | |
Accounts receivable, net | | | 316 | | | | 154,492 | | | | 228,858 | | | | 0 | | | | 383,666 | |
Inventories | | | 0 | | | | 190,830 | | | | 256,833 | | | | 0 | | | | 447,663 | |
Income tax refundable | | | 0 | | | | 6,526 | | | | 0 | | | | 0 | | | | 6,526 | |
Deferred income tax benefits | | | 26,731 | | | | 171 | | | | 20,375 | | | | 0 | | | | 47,277 | |
Prepaid expenses | | | 117 | | | | 5,510 | | | | 12,556 | | | | 0 | | | | 18,183 | |
Other current assets | | | 86 | | | | 115 | | | | 5,003 | | | | 0 | | | | 5,204 | |
| |
Total Current Assets | | | 39,094 | | | | 362,520 | | | | 690,101 | | | | 0 | | | | 1,091,715 | |
| | | | | |
Property, Plant & | | | 1,754 | | | | 175,402 | | | | 194,041 | | | | 0 | | | | 371,197 | |
Equipment, Net |
Goodwill | | | 0 | | | | 344,995 | | | | 783,982 | | | | 0 | | | | 1,128,977 | |
Intangibles, Net | | | 0 | | | | 144,222 | | | | 436,727 | | | | 0 | | | | 580,949 | |
Debt Issuance Costs, Net | | | 5,252 | | | | 0 | | | | 959 | | | | 0 | | | | 6,211 | |
Deferred Income Tax | | | 16,782 | | | | 0 | | | | 55,058 | | | | 0 | | | | 71,840 | |
Benefits |
Other Assets | | | 18 | | | | 3,692 | | | | 7,513 | | | | 0 | | | | 11,223 | |
Amounts Due From (To) | | | 0 | | | | 549,307 | | | | 0 | | | | (549,307 | ) | | | 0 | |
Subsidiaries |
Investment in Subsidiaries | | | 2,588,478 | | | | 979,123 | | | | 349,104 | | | | (3,916,705 | ) | | | 0 | |
| |
Total Assets | | $ | 2,651,378 | | | $ | 2,559,261 | | | $ | 2,517,485 | | | $ | (4,466,012 | ) | | $ | 3,262,112 | |
| |
| | | | |
Liabilities and Shareholders’ Equity | | | | | | | | | | | | | | | | | |
| | | | | |
Current Liabilities | | | | | | | | | | | | | | | | | | | | |
Accounts payable | | $ | 1,714 | | | $ | 29,064 | | | $ | 92,819 | | | $ | 0 | | | $ | 123,597 | |
Accrued liabilities | | | 21,652 | | | | 87,826 | | | | 144,083 | | | | 0 | | | | 253,561 | |
Current maturities of | | | 8,750 | | | | 237 | | | | 12,292 | | | | 0 | | | | 21,279 | |
long-term debt |
Deferred income tax | | | 568 | | | | 24 | | | | 1,715 | | | | 0 | | | | 2,307 | |
liabilities |
Federal and foreign | | | 2,408 | | | | (27,399 | ) | | | 32,339 | | | | 0 | | | | 7,348 | |
income taxes |
| |
Total Current Liabilities | | | 35,092 | | | | 89,752 | | | | 283,248 | | | | 0 | | | | 408,092 | |
| | | | | |
Credit Facilities | | | 130,000 | | | | 0 | | | | 0 | | | | 0 | | | | 130,000 | |
Long-Term Debt, Net | | | 411,875 | | | | 55,562 | | | | 70,422 | | | | 0 | | | | 537,859 | |
Deferred Income Tax | | | 57,757 | | | | (7 | ) | | | 135,369 | | | | 0 | | | | 193,119 | |
Liabilities |
Pension and Post-Retirement | | | 17,500 | | | | 618 | | | | 49,984 | | | | 0 | | | | 68,102 | |
Obligations |
Other Liabilities | | | 12,298 | | | | 194 | | | | 27,696 | | | | 0 | | | | 40,188 | |
Amounts Due To (From) | | | 102,104 | | | | 0 | | | | 405,018 | | | | (507,122 | ) | | | 0 | |
Subsidiaries |
Shareholders’ Equity | | | 1,884,752 | | | | 2,413,142 | | | | 1,545,748 | | | | (3,958,890 | ) | | | 1,884,752 | |
| |
Total Liabilities and | | $ | 2,651,378 | | | $ | 2,559,261 | | | $ | 2,517,485 | | | $ | (4,466,012 | ) | | $ | 3,262,112 | |
Shareholders’ Equity |
| |
|
Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) for the fiscal year ended October 25, 2013 |
|
| | | | | | | | | | | | | | | | | | | | |
In Thousands | | Parent | | | Guarantor | | | Non- | | | Eliminations | | | Total | |
Subsidiaries | Guarantor |
| Subsidiaries |
| | | | | |
Net Sales | | $ | 0 | | | $ | 955,403 | | | $ | 1,018,658 | | | $ | (4,307 | ) | | $ | 1,969,754 | |
Cost of Sales | | | 0 | | | | 593,564 | | | | 654,501 | | | | (4,307 | ) | | | 1,243,758 | |
| |
| | | 0 | | | | 361,839 | | | | 364,157 | | | | 0 | | | | 725,996 | |
Expenses | | | | | | | | | | | | | | | | | | | | |
Selling, general | | | 0 | | | | 165,540 | | | | 225,607 | | | | 0 | | | | 391,147 | |
and administrative |
Research, development | | | 0 | | | | 50,806 | | | | 44,930 | | | | 0 | | | | 95,736 | |
and engineering |
Gain on sale of product line | | | 0 | | | | (2,264 | ) | | | 0 | | | | 0 | | | | (2,264 | ) |
Gain on settlement | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | |
of contingency |
Goodwill impairment | | | 0 | | | | 0 | | | | 3,454 | | | | 0 | | | | 3,454 | |
Other income | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | |
| |
Total Expenses | | | 0 | | | | 214,082 | | | | 273,991 | | | | 0 | | | | 488,073 | |
| | | | | |
Operating Earnings from Continuing | | | 0 | | | | 147,757 | | | | 90,166 | | | | 0 | | | | 237,923 | |
Operations |
Interest income | | | (15,639 | ) | | | (7,704 | ) | | | (54,606 | ) | | | 77,410 | | | | (539 | ) |
Interest expense | | | 30,050 | | | | 26,868 | | | | 60,159 | | | | (77,410 | ) | | | 39,667 | |
Loss on extinguishment of debt | | | 946 | | | | 0 | | | | 0 | | | | 0 | | | | 946 | |
| |
| | | | | |
Earnings (Loss) from Continuing | | | (15,357 | ) | | | 128,593 | | | | 84,613 | | | | 0 | | | | 197,849 | |
Operations Before Taxes |
Income Tax Expense (Benefit) | | | (3,320 | ) | | | 25,242 | | | | 8,163 | | | | 0 | | | | 30,085 | |
| |
Earnings (Loss) From Continuing | | | (12,037 | ) | | | 103,351 | | | | 76,450 | | | | 0 | | | | 167,764 | |
Operations Including |
Noncontrolling Interests |
Earnings Attributable to | | | 0 | | | | 0 | | | | (1,730 | ) | | | 0 | | | | (1,730 | ) |
Noncontrolling Interests |
| |
Earnings (Loss) From Continuing | | | (12,037 | ) | | | 103,351 | | | | 74,720 | | | | 0 | | | | 166,034 | |
Operations Attributable to |
Esterline, Net of Tax |
| | | | | |
Loss From Discontinued | | | (1,300 | ) | | | 0 | | | | 0 | | | | 0 | | | | (1,300 | ) |
Operations Attributable to |
Esterline, Net of Tax |
Equity in Net Income of | | | 178,071 | | | | 1,697 | | | | 3,705 | | | | (183,473 | ) | | | 0 | |
Consolidated Subsidiaries |
| |
Net Earnings (Loss) | | $ | 164,734 | | | $ | 105,048 | | | $ | 78,425 | | | $ | (183,473 | ) | | $ | 164,734 | |
Attributable to Esterline |
| |
| | | | | |
Comprehensive Income (Loss) | | | | | | | | | | | | | | | | | | | | |
| | | | | |
Net earnings (loss) | | $ | 164,734 | | | $ | 105,048 | | | $ | 78,425 | | | $ | (183,473 | ) | | $ | 164,734 | |
Change in fair value of derivative | | | 0 | | | | 0 | | | | (3,119 | ) | | | 0 | | | | (3,119 | ) |
financial instruments, net of tax |
Change in pension and | | | 36,669 | | | | 0 | | | | 6,325 | | | | 0 | | | | 42,994 | |
post-retirement obligations, |
net of tax |
Foreign currency translation | | | 23,125 | | | | 100 | | | | 40,442 | | | | (40,542 | ) | | | 23,125 | |
adjustment |
| |
Comprehensive Income (Loss) | | $ | 224,528 | | | $ | 105,148 | | | $ | 122,073 | | | $ | (224,015 | ) | | $ | 227,734 | |
| |
|
Condensed Consolidating Statement of Cash Flows for the fiscal year ended October 25, 2013 |
|
| | | | | | | | | | | | | | | | | | | | |
In Thousands | | Parent | | | Guarantor | | | Non- | | | Eliminations | | | Total | |
Subsidiaries | Guarantor |
| Subsidiaries |
| | | | | |
Cash Flows Provided (Used) | | | | | | | | | | | | | | | | | | | | |
by Operating Activities |
Net earnings (loss) including | | $ | 166,464 | | | $ | 105,048 | | | $ | 78,425 | | | $ | (183,473 | ) | | $ | 166,464 | |
noncontrolling interests |
Depreciation & amortization | | | 0 | | | | 43,539 | | | | 68,593 | | | | 0 | | | | 112,132 | |
Deferred income taxes | | | 8,274 | | | | (13,674 | ) | | | (19,019 | ) | | | 0 | | | | (24,419 | ) |
Share-based compensation | | | 0 | | | | 4,163 | | | | 5,412 | | | | 0 | | | | 9,575 | |
Gain on sale of capital assets | | | 0 | | | | (1,013 | ) | | | (1,290 | ) | | | 0 | | | | (2,303 | ) |
Gain on settlement of contingency | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | |
Goodwill impairment | | | 0 | | | | 0 | | | | 3,454 | | | | 0 | | | | 3,454 | |
Working capital changes, net | | | (135 | ) | | | (4,976 | ) | | | 10,126 | | | | 0 | | | | 5,015 | |
of effect of acquisitions |
Accounts receivable |
Inventories | | | 0 | | | | (16,652 | ) | | | (11,665 | ) | | | 0 | | | | (28,317 | ) |
Prepaid expenses | | | (41 | ) | | | 1,775 | | | | 1,870 | | | | 0 | | | | 3,604 | |
Other current assets | | | 1,332 | | | | 437 | | | | (3,327 | ) | | | 0 | | | | (1,558 | ) |
Accounts payable | | | (230 | ) | | | 362 | | | | 8,876 | | | | 0 | | | | 9,008 | |
Accrued liabilities | | | 5,955 | | | | 6,725 | | | | (15,800 | ) | | | 0 | | | | (3,120 | ) |
Federal & foreign | | | 4,445 | | | | (8,193 | ) | | | 9,534 | | | | 0 | | | | 5,786 | |
income taxes |
Other liabilities | | | 3,271 | | | | (185 | ) | | | (10,688 | ) | | | 0 | | | | (7,602 | ) |
Other, net | | | (89 | ) | | | 2,329 | | | | 813 | | | | 0 | | | | 3,053 | |
| |
| | | 189,246 | | | | 119,685 | | | | 125,314 | | | | (183,473 | ) | | | 250,772 | |
| | | | | |
Cash Flows Provided (Used) | | | | | | | | | | | | | | | | | | | | |
by Investing Activities |
Purchases of capital assets | | | (105 | ) | | | (15,937 | ) | | | (39,293 | ) | | | 0 | | | | (55,335 | ) |
Escrow deposit | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | |
Proceeds from sale of | | | 0 | | | | 1,013 | | | | 1,290 | | | | 0 | | | | 2,303 | |
capital assets |
Acquisition of businesses, | | | 0 | | | | 0 | | | | (40,689 | ) | | | 0 | | | | (40,689 | ) |
net of cash acquired |
| |
| | | (105 | ) | | | (14,924 | ) | | | (78,692 | ) | | | 0 | | | | (93,721 | ) |
|
Condensed Consolidating Statement of Cash Flows for the fiscal year ended October 25, 2013 |
|
| | | | | | | | | | | | | | | | | | | | |
In Thousands | | Parent | | | Guarantor | | | Non- | | | Eliminations | | | Total | |
Subsidiaries | Guarantor |
| Subsidiaries |
| | | | | |
Cash Flows Provided (Used) | | | | | | | | | | | | | | | | | | | | |
by Financing Activities |
Proceeds provided by stock | | | 22,854 | | | | 0 | | | | 0 | | | | 0 | | | | 22,854 | |
issuance under employee |
stock plans |
Excess tax benefits from | | | 2,961 | | | | 0 | | | | 0 | | | | 0 | | | | 2,961 | |
stock option exercises |
Repayment of long-term | | | (110,000 | ) | | | 0 | | | | 0 | | | | 0 | | | | (110,000 | ) |
credit facilities |
Repayment of long-term debt | | | (179,375 | ) | | | (326 | ) | | | (55,727 | ) | | | 0 | | | | (235,428 | ) |
Proceeds from issuance of | | | 175,000 | | | | 0 | | | | 0 | | | | 0 | | | | 175,000 | |
long-term credit facilities |
Proceeds from issuance of | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | |
long-term debt |
Proceeds from government | | | 0 | | | | 0 | | | | 5,092 | | | | 0 | | | | 5,092 | |
assistance |
Dividends paid to | | | 0 | | | | 0 | | | | (1,048 | ) | | | 0 | | | | (1,048 | ) |
noncontrolling interest |
Debt and other issuance costs | | | (454 | ) | | | 0 | | | | 0 | | | | 0 | | | | (454 | ) |
Net change in intercompany | | | (109,094 | ) | | | (100,893 | ) | | | 26,514 | | | | 183,473 | | | | 0 | |
financing |
| |
| | | (198,108 | ) | | | (101,219 | ) | | | (25,169 | ) | | | 183,473 | | | | (141,023 | ) |
| | | | | |
Effect of Foreign Exchange Rates | | | 23 | | | | 10 | | | | 2,442 | | | | 0 | | | | 2,475 | |
on Cash and Cash Equivalents |
| |
| | | | | |
Net Increase (Decrease) in | | | (8,944 | ) | | | 3,552 | | | | 23,895 | | | | 0 | | | | 18,503 | |
Cash and Cash Equivalents |
Cash and Cash Equivalents | | | 16,770 | | | | 1,324 | | | | 142,581 | | | | 0 | | | | 160,675 | |
– Beginning of Year |
| |
Cash and Cash Equivalents | | $ | 7,826 | | | $ | 4,876 | | | $ | 166,476 | | | $ | 0 | | | $ | 179,178 | |
– End of Year |
| |
|
Condensed Consolidating Balance Sheet as of October 26, 2012 |
|
| | | | | | | | | | | | | | | | | | | | |
In Thousands | | Parent | | | Guarantor | | | Non- | | | Eliminations | | | Total | |
Subsidiaries | Guarantor |
| Subsidiaries |
| | | | | |
Assets | | | | | | | | | | | | | | | | | | | | |
| | | | | |
Current Assets | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 16,770 | | | $ | 1,324 | | | $ | 142,581 | | | $ | 0 | | | $ | 160,675 | |
Cash in escrow | | | 5,016 | | | | 0 | | | | 0 | | | | 0 | | | | 5,016 | |
Accounts receivable, net | | | 181 | | | | 140,631 | | | | 242,550 | | | | 0 | | | | 383,362 | |
Inventories | | | 0 | | | | 159,573 | | | | 250,264 | | | | 0 | | | | 409,837 | |
Income tax refundable | | | 0 | | | | 4,832 | | | | 0 | | | | 0 | | | | 4,832 | |
Deferred income tax benefits | | | 22,874 | | | | 105 | | | | 23,021 | | | | 0 | | | | 46,000 | |
Prepaid expenses | | | 76 | | | | 5,391 | | | | 15,873 | | | | 0 | | | | 21,340 | |
Other current assets | | | 134 | | | | 552 | | | | 3,945 | | | | 0 | | | | 4,631 | |
| |
Total Current Assets | | | 45,051 | | | | 312,408 | | | | 678,234 | | | | 0 | | | | 1,035,693 | |
| | | | | |
Property, Plant & | | | 2,811 | | | | 161,998 | | | | 191,592 | | | | 0 | | | | 356,401 | |
Equipment, Net |
Goodwill | | | 0 | | | | 314,641 | | | | 784,321 | | | | 0 | | | | 1,098,962 | |
Intangibles, Net | | | 0 | | | | 126,142 | | | | 482,903 | | | | 0 | | | | 609,045 | |
Debt Issuance Costs, Net | | | 7,508 | | | | 0 | | | | 1,310 | | | | 0 | | | | 8,818 | |
Deferred Income Tax | | | 36,610 | | | | (283 | ) | | | 61,625 | | | | 0 | | | | 97,952 | |
Benefits |
Other Assets | | | 8,082 | | | | 1,561 | | | | 10,603 | | | | 0 | | | | 20,246 | |
Amounts Due From (To) | | | 0 | | | | 491,143 | | | | 0 | | | | (491,143 | ) | | | 0 | |
Subsidiaries |
Investment in Subsidiaries | | | 2,457,859 | | | | 1,179,938 | | | | 170,223 | | | | (3,808,020 | ) | | | 0 | |
| |
Total Assets | | $ | 2,557,921 | | | $ | 2,587,548 | | | $ | 2,380,811 | | | $ | (4,299,163 | ) | | $ | 3,227,117 | |
| |
| | | |
Liabilities and Shareholders’ Equity | | | | | | | | | | | | | |
| | | | | |
Current Liabilities | | | | | | | | | | | | | | | | | | | | |
Accounts payable | | $ | 1,944 | | | $ | 26,351 | | | $ | 80,394 | | | $ | 0 | | | $ | 108,689 | |
Accrued liabilities | | | 17,495 | | | | 79,103 | | | | 172,955 | | | | 0 | | | | 269,553 | |
Current maturities of | | | 0 | | | | 174 | | | | 10,436 | | | | 0 | | | | 10,610 | |
long-term debt |
Deferred income tax | | | 213 | | | | (1 | ) | | | 4,913 | | | | 0 | | | | 5,125 | |
liabilities |
Federal and foreign | | | (3,418 | ) | | | (23,822 | ) | | | 29,609 | | | | 0 | | | | 2,369 | |
income taxes |
| |
Total Current Liabilities | | | 16,234 | | | | 81,805 | | | | 298,307 | | | | 0 | | | | 396,346 | |
| | | | | |
Credit Facilities | | | 240,000 | | | | 0 | | | | 0 | | | | 0 | | | | 240,000 | |
Long-Term Debt, Net | | | 429,152 | | | | 44,107 | | | | 124,801 | | | | 0 | | | | 598,060 | |
Deferred Income Tax | | | 46,730 | | | | (7 | ) | | | 158,475 | | | | 0 | | | | 205,198 | |
Liabilities |
Pension and Post-Retirement | | | 20,507 | | | | 54,886 | | | | 56,681 | | | | 0 | | | | 132,074 | |
Obligations |
Other Liabilities | | | 5,189 | | | | 4,194 | | | | 25,521 | | | | 0 | | | | 34,904 | |
Amounts Due To (From) | | | 179,574 | | | | 0 | | | | 369,962 | | | | (549,536 | ) | | | 0 | |
Subsidiaries |
Shareholders’ Equity | | | 1,620,535 | | | | 2,402,563 | | | | 1,347,064 | | | | (3,749,627 | ) | | | 1,620,535 | |
| |
Total Liabilities and | | $ | 2,557,921 | | | $ | 2,587,548 | | | $ | 2,380,811 | | | $ | (4,299,163 | ) | | $ | 3,227,117 | |
Shareholders’ Equity |
| |
|
Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) for the fiscal year ended October 26, 2012 |
|
| | | | | | | | | | | | | | | | | | | | |
In Thousands | | Parent | | | Guarantor | | | Non- | | | Eliminations | | | Total | |
Subsidiaries | Guarantor |
| Subsidiaries |
| | | | | |
Net Sales | | $ | 0 | | | $ | 920,027 | | | $ | 1,076,296 | | | $ | (4,005 | ) | | $ | 1,992,318 | |
Cost of Sales | | | 0 | | | | 569,181 | | | | 708,189 | | | | (4,005 | ) | | | 1,273,365 | |
| |
| | | 0 | | | | 350,846 | | | | 368,107 | | | | 0 | | | | 718,953 | |
Expenses | | | | | | | | | | | | | | | | | | | | |
Selling, general | | | 0 | | | | 146,761 | | | | 236,126 | | | | 0 | | | | 382,887 | |
and administrative |
Research, development | | | 0 | | | | 50,372 | | | | 57,373 | | | | 0 | | | | 107,745 | |
and engineering |
Gain on sale of product line | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | |
Gain on settlement of | | | 0 | | | | 0 | | | | (11,891 | ) | | | 0 | | | | (11,891 | ) |
contingency |
Goodwill impairment | | | 0 | | | | 0 | | | | 52,169 | | | | 0 | | | | 52,169 | |
Other income | | | 0 | | | | 0 | | | | (1,263 | ) | | | 0 | | | | (1,263 | ) |
| |
Total Expenses | | | 0 | | | | 197,133 | | | | 332,514 | | | | 0 | | | | 529,647 | |
| | | | | |
Operating Earnings from | | | 0 | | | | 153,713 | | | | 35,593 | | | | 0 | | | | 189,306 | |
Continuing Operations |
Interest income | | | (14,178 | ) | | | (16,141 | ) | | | (60,299 | ) | | | 90,153 | | | | (465 | ) |
Interest expense | | | 34,948 | | | | 27,210 | | | | 74,233 | | | | (90,153 | ) | | | 46,238 | |
Loss on extinguishment of debt | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | |
| |
| | | | | |
Earnings (Loss) from Continuing | | | (20,770 | ) | | | 142,644 | | | | 21,659 | | | | 0 | | | | 143,533 | |
Operations Before Taxes |
Income Tax Expense (Benefit) | | | (5,591 | ) | | | 32,314 | | | | 3,235 | | | | 0 | | | | 29,958 | |
| |
Earnings (Loss) From Continuing | | | (15,179 | ) | | | 110,330 | | | | 18,424 | | | | 0 | | | | 113,575 | |
Operations Including |
Noncontrolling Interests |
Earnings Attributable to | | | 0 | | | | 0 | | | | (1,040 | ) | | | 0 | | | | (1,040 | ) |
Noncontrolling Interests |
| |
Earnings (Loss) From Continuing | | | (15,179 | ) | | | 110,330 | | | | 17,384 | | | | 0 | | | | 112,535 | |
Operations Attributable to |
Esterline, Net of Tax |
| | | | | |
Earnings (Loss) From Discontinued | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | |
Operations Attributable to |
Esterline, Net of Tax |
Equity in Net Income of | | | 127,714 | | | | 17,659 | | | | (145 | ) | | | (145,228 | ) | | | 0 | |
Consolidated Subsidiaries |
| |
Net Earnings (Loss) | | $ | 112,535 | | | $ | 127,989 | | | $ | 17,239 | | | $ | (145,228 | ) | | $ | 112,535 | |
Attributable to Esterline |
| |
| | | | | |
Comprehensive Income (Loss) | | | | | | | | | | | | | | | | | | | | |
| | | | | |
Net earnings (loss) | | $ | 112,535 | | | $ | 127,989 | | | $ | 17,239 | | | $ | (145,228 | ) | | $ | 112,535 | |
Change in fair value of derivative | | | 0 | | | | 0 | | | | (2,399 | ) | | | 0 | | | | (2,399 | ) |
financial instruments, net of tax |
Change in pension and | | | (15,727 | ) | | | 0 | | | | (7,981 | ) | | | 0 | | | | (23,708 | ) |
post-retirement obligations, |
net of tax |
Foreign currency translation | | | (56,365 | ) | | | 172 | | | | (58,746 | ) | | | 58,574 | | | | (56,365 | ) |
adjustment |
| |
Comprehensive Income (Loss) | | $ | 40,443 | | | $ | 128,161 | | | $ | (51,887 | ) | | $ | (86,654 | ) | | $ | 30,063 | |
| |
|
Condensed Consolidating Statement of Cash Flows for the fiscal year ended October 26, 2012 |
|
| | | | | | | | | | | | | | | | | | | | |
In Thousands | | Parent | | | Guarantor | | | Non- | | | Eliminations | | | Total | |
Subsidiaries | Guarantor |
| Subsidiaries |
| | | | | |
Cash Flows Provided (Used) | | | | | | | | | | | | | | | | | | | | |
by Operating Activities |
Net earnings (loss) including | | $ | 113,575 | | | $ | 127,989 | | | $ | 17,239 | | | $ | (145,228 | ) | | $ | 113,575 | |
noncontrolling interests |
Depreciation & amortization | | | 0 | | | | 39,405 | | | | 68,387 | | | | 0 | | | | 107,792 | |
Deferred income taxes | | | 18,013 | | | | (20,600 | ) | | | (22,823 | ) | | | 0 | | | | (25,410 | ) |
Share-based compensation | | | 0 | | | | 4,246 | | | | 5,297 | | | | 0 | | | | 9,543 | |
Gain on sale of capital assets | | | 0 | | | | (410 | ) | | | (534 | ) | | | 0 | | | | (944 | ) |
Gain on settlement of contingency | | | 0 | | | | 0 | | | | (11,891 | ) | | | 0 | | | | (11,891 | ) |
Goodwill impairment | | | 0 | | | | 0 | | | | 52,169 | | | | 0 | | | | 52,169 | |
Working capital changes, net | | | (23 | ) | | | (2,704 | ) | | | (19,654 | ) | | | 0 | | | | (22,381 | ) |
of effect of acquisitions |
Accounts receivable |
Inventories | | | 0 | | | | (15,707 | ) | | | (3,596 | ) | | | 0 | | | | (19,303 | ) |
Prepaid expenses | | | (17 | ) | | | (385 | ) | | | (2,104 | ) | | | 0 | | | | (2,506 | ) |
Other current assets | | | 6 | | | | (208 | ) | | | (800 | ) | | | 0 | | | | (1,002 | ) |
Accounts payable | | | 1,132 | | | | (174 | ) | | | (7,440 | ) | | | 0 | | | | (6,482 | ) |
Accrued liabilities | | | (1,929 | ) | | | (156 | ) | | | 16,964 | | | | 0 | | | | 14,879 | |
Federal & foreign | | | (4,345 | ) | | | (3,497 | ) | | | 4,984 | | | | 0 | | | | (2,858 | ) |
income taxes |
Other liabilities | | | (20,618 | ) | | | 12,196 | | | | (6,280 | ) | | | 0 | | | | (14,702 | ) |
Other, net | | | (1,418 | ) | | | 580 | | | | 4,530 | | | | 0 | | | | 3,692 | |
| |
| | | 104,376 | | | | 140,575 | | | | 94,448 | | | | (145,228 | ) | | | 194,171 | |
Cash Flows Provided (Used) | | | | | | | | | | | | | | | | | | | | |
by Investing Activities |
Purchases of capital assets | | | (1,503 | ) | | | (23,553 | ) | | | (24,390 | ) | | | 0 | | | | (49,446 | ) |
Escrow deposit | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | |
Proceeds from sale of | | | 0 | | | | 410 | | | | 534 | | | | 0 | | | | 944 | |
capital assets |
Acquisition of businesses, | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | |
net of cash acquired |
| |
| | | (1,503 | ) | | | (23,143 | ) | | | (23,856 | ) | | | 0 | | | | (48,502 | ) |
|
Condensed Consolidating Statement of Cash Flows for the fiscal year ended October 26, 2012 |
|
| | | | | | | | | | | | | | | | | | | | |
In Thousands | | Parent | | | Guarantor | | | Non- | | | Eliminations | | | Total | |
Subsidiaries | Guarantor |
| Subsidiaries |
| | | | | |
Cash Flows Provided (Used) | | | | | | | | | | | | | | | | | | | | |
by Financing Activities |
Proceeds provided by stock | | | 7,658 | | | | 0 | | | | 0 | | | | 0 | | | | 7,658 | |
issuance under employee |
stock plans |
Excess tax benefits from | | | 382 | | | | 0 | | | | 0 | | | | 0 | | | | 382 | |
stock option exercises |
Repayment of long-term | | | (150,000 | ) | | | 0 | | | | 0 | | | | 0 | | | | (150,000 | ) |
credit facilities |
Repayment of long-term debt | | | 0 | | | | (405 | ) | | | (72,740 | ) | | | 0 | | | | (73,145 | ) |
Proceeds from issuance of | | | 30,000 | | | | 0 | | | | 0 | | | | 0 | | | | 30,000 | |
long-term credit facilities |
Proceeds from issuance | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | |
of long-term debt |
Proceeds from government | | | 0 | | | | 0 | | | | 17,285 | | | | 0 | | | | 17,285 | |
assistance |
Dividends paid to | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | |
noncontrolling interest |
Debt and other issuance costs | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | |
Net change in intercompany | | | (24,731 | ) | | | (129,158 | ) | | | 8,661 | | | | 145,228 | | | | 0 | |
financing |
| |
| | | (136,691 | ) | | | (129,563 | ) | | | (46,794 | ) | | | 145,228 | | | | (167,820 | ) |
| | | | | |
Effect of Foreign Exchange Rates | | | 751 | | | | 5 | | | | (2,965 | ) | | | 0 | | | | (2,209 | ) |
on Cash and Cash Equivalents |
| |
| | | | | |
Net Increase (Decrease) in | | | (33,067 | ) | | | (12,126 | ) | | | 20,833 | | | | 0 | | | | (24,360 | ) |
Cash and Cash Equivalents |
Cash and Cash Equivalents | | | 49,837 | | | | 13,450 | | | | 121,748 | | | | 0 | | | | 185,035 | |
– Beginning of Year |
| |
Cash and Cash Equivalents | | $ | 16,770 | | | $ | 1,324 | | | $ | 142,581 | | | $ | 0 | | | $ | 160,675 | |
– End of Year |
| |
|
Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) for the fiscal year ended October 28, 2011 |
|
| | | | | | | | | | | | | | | | | | | | |
In Thousands | | Parent | | | Guarantor | | | Non- | | | Eliminations | | | Total | |
Subsidiaries | Guarantor |
| Subsidiaries |
| | | | | |
Net Sales | | $ | 0 | | | $ | 880,711 | | | $ | 840,130 | | | $ | (2,856 | ) | | $ | 1,717,985 | |
Cost of Sales | | | 0 | | | | 563,033 | | | | 568,088 | | | | (2,856 | ) | | | 1,128,265 | |
| |
| | | 0 | | | | 317,678 | | | | 272,042 | | | | 0 | | | | 589,720 | |
Expenses | | | | | | | | | | | | | | | | | | | | |
Selling, general | | | 0 | | | | 120,548 | | | | 183,606 | | | | 0 | | | | 304,154 | |
and administrative |
Research, development | | | 0 | | | | 39,352 | | | | 55,153 | | | | 0 | | | | 94,505 | |
and engineering |
Gain on sale of product line | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | |
Gain on settlement of | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | |
contingency |
Goodwill impairment | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | |
Other (income) expense | | | 0 | | | | 38 | | | | (6,891 | ) | | | 0 | | | | (6,853 | ) |
| |
Total Expenses | | | 0 | | | | 159,938 | | | | 231,868 | | | | 0 | | | | 391,806 | |
| | | | | |
Operating Earnings from | | | 0 | | | | 157,740 | | | | 40,174 | | | | 0 | | | | 197,914 | |
Continuing Operations |
Interest income | | | (15,461 | ) | | | (4,702 | ) | | | (45,411 | ) | | | 63,959 | | | | (1,615 | ) |
Interest expense | | | 33,270 | | | | 22,178 | | | | 48,727 | | | | (63,959 | ) | | | 40,216 | |
Loss on extinguishment of debt | | | 831 | | | | 0 | | | | 0 | | | | 0 | | | | 831 | |
| |
| | | | | |
Earnings (Loss) from Continuing | | | (18,640 | ) | | | 140,264 | | | | 36,858 | | | | 0 | | | | 158,482 | |
Operations Before Taxes |
Income Tax Expense (Benefit) | | | (4,274 | ) | | | 21,322 | | | | 7,890 | | | | 0 | | | | 24,938 | |
| |
Earnings (Loss) From Continuing | | | (14,366 | ) | | | 118,942 | | | | 28,968 | | | | 0 | | | | 133,544 | |
Operations Including |
Noncontrolling Interests |
Earnings Attributable to | | | 0 | | | | 0 | | | | (457 | ) | | | 0 | | | | (457 | ) |
Noncontrolling Interests |
| |
Earnings (Loss) From Continuing | | | (14,366 | ) | | | 118,942 | | | | 28,511 | | | | 0 | | | | 133,087 | |
Operations Attributable to |
Esterline, Net of Tax |
| | | | | |
Loss From Discontinued | | | 0 | | | | (47 | ) | | | 0 | | | | 0 | | | | (47 | ) |
Operations Attributable to |
Esterline, Net of Tax |
Equity in Net Income of | | | 147,406 | | | | 16,523 | | | | 13,103 | | | | (177,032 | ) | | | 0 | |
Consolidated Subsidiaries |
| |
Net Earnings (Loss) | | $ | 133,040 | | | $ | 135,418 | | | $ | 41,614 | | | $ | (177,032 | ) | | $ | 133,040 | |
Attributable to Esterline |
| |
| | | | | |
Comprehensive Income (Loss) | | | | | | | | | | | | | | | | | | | | |
| | | | | |
Net earnings (loss) | | $ | 133,040 | | | $ | 135,418 | | | $ | 41,614 | | | $ | (177,032 | ) | | $ | 133,040 | |
Change in fair value of derivative | | | 0 | | | | 0 | | | | (5,934 | ) | | | 0 | | | | (5,934 | ) |
financial instruments, net of tax |
Change in pension and | | | (7,157 | ) | | | 0 | | | | (2,829 | ) | | | 0 | | | | (9,986 | ) |
post-retirement obligations, |
net of tax |
Foreign currency translation | | | 9,873 | | | | 450 | | | | 2,077 | | | | (2,527 | ) | | | 9,873 | |
adjustment |
| |
Comprehensive Income (Loss) | | $ | 135,756 | | | $ | 135,868 | | | $ | 34,928 | | | $ | (179,559 | ) | | $ | 126,993 | |
| |
|
Condensed Consolidating Statement of Cash Flows for the fiscal year ended October 28, 2011 |
|
| | | | | | | | | | | | | | | | | | | | |
In Thousands | | Parent | | | Guarantor | | | Non- | | | Eliminations | | | Total | |
Subsidiaries | Guarantor |
| Subsidiaries |
| | | | | |
Cash Flows Provided (Used) | | | | | | | | | | | | | | | | | | | | |
by Operating Activities |
Net earnings (loss) including | | $ | 133,497 | | | $ | 135,418 | | | $ | 41,614 | | | $ | (177,032 | ) | | $ | 133,497 | |
noncontrolling interests |
Depreciation & amortization | | | 0 | | | | 35,616 | | | | 49,042 | | | | 0 | | | | 84,658 | |
Deferred income taxes | | | 11,438 | | | | 707 | | | | (24,490 | ) | | | 0 | | | | (12,345 | ) |
Share-based compensation | | | 0 | | | | 3,617 | | | | 4,346 | | | | 0 | | | | 7,963 | |
Gain on sale of capital assets | | | 0 | | | | (6,541 | ) | | | (2,912 | ) | | | 0 | | | | (9,453 | ) |
Gain on settlement of contingency | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | |
Goodwill impairment | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | |
Working capital changes, net | | | 116 | | | | 1,768 | | | | 21,927 | | | | 0 | | | | 23,811 | |
of effect of acquisitions |
Accounts receivable |
Inventories | | | 0 | | | | (8,452 | ) | | | 8,467 | | | | 0 | | | | 15 | |
Prepaid expenses | | | (10 | ) | | | 722 | | | | (45 | ) | | | 0 | | | | 667 | |
Other current assets | | | (140 | ) | | | (300 | ) | | | (2,135 | ) | | | 0 | | | | (2,575 | ) |
Accounts payable | | | (132 | ) | | | (2,219 | ) | | | (591 | ) | | | 0 | | | | (2,942 | ) |
Accrued liabilities | | | 362 | | | | (6,253 | ) | | | (4,618 | ) | | | 0 | | | | (10,509 | ) |
Federal & foreign | | | 11,949 | | | | (6,050 | ) | | | (6,715 | ) | | | 0 | | | | (816 | ) |
income taxes |
Other liabilities | | | (16,200 | ) | | | (3,996 | ) | | | (2,787 | ) | | | 0 | | | | (22,983 | ) |
Other, net | | | 8,164 | | | | (16,309 | ) | | | 11,586 | | | | 0 | | | | 3,441 | |
| |
| | | 149,044 | | | | 127,728 | | | | 92,689 | | | | (177,032 | ) | | | 192,429 | |
| | | | | |
Cash Flows Provided (Used) | | | | | | | | | | | | | | | | | | | | |
by Investing Activities |
Purchases of capital assets | | | (328 | ) | | | (22,724 | ) | | | (26,455 | ) | | | 0 | | | | (49,507 | ) |
Escrow deposit | | | (14,033 | ) | | | 0 | | | | 0 | | | | 0 | | | | (14,033 | ) |
Proceeds from sale of | | | 0 | | | | 6,541 | | | | 2,912 | | | | 0 | | | | 9,453 | |
capital assets |
Acquisition of businesses, | | | 0 | | | | (106,059 | ) | | | (708,875 | ) | | | 0 | | | | (814,934 | ) |
net of cash acquired |
| |
| | | (14,361 | ) | | | (122,242 | ) | | | (732,418 | ) | | | 0 | | | | (869,021 | ) |
|
Condensed Consolidating Statement of Cash Flows for the fiscal year ended October 28, 2011 |
|
| | | | | | | | | | | | | | | | | | | | |
In Thousands | | Parent | | | Guarantor | | | Non- | | | Eliminations | | | Total | |
Subsidiaries | Guarantor |
| Subsidiaries |
| | | | | |
Cash Flows Provided (Used) | | | | | | | | | | | | | | | | | | | | |
by Financing Activities |
Proceeds provided by stock | | | 13,253 | | | | 0 | | | | 0 | | | | 0 | | | | 13,253 | |
issuance under employee |
stock plans |
Excess tax benefits from | | | 1,830 | | | | 0 | | | | 0 | | | | 0 | | | | 1,830 | |
stock option exercises |
Repayment of long-term | | | (35,000 | ) | | | 0 | | | | 0 | | | | 0 | | | | (35,000 | ) |
credit facilities |
Repayment of long-term debt | | | (120,313 | ) | | | (321 | ) | | | (9,282 | ) | | | 0 | | | | (129,916 | ) |
Proceeds from issuance of | | | 395,000 | | | | 0 | | | | 5,014 | | | | 0 | | | | 400,014 | |
long-term credit facilities |
Proceeds from issuance | | | 0 | | | | 0 | | | | 176,875 | | | | 0 | | | | 176,875 | |
of long-term debt |
Proceeds from government | | | 0 | | | | 0 | | | | 15,000 | | | | 0 | | | | 15,000 | |
assistance |
Dividends paid to | | | 0 | | | | 0 | | | | (238 | ) | | | 0 | | | | (238 | ) |
noncontrolling interest |
Debt and other issuance costs | | | (3,640 | ) | | | 0 | | | | (1,758 | ) | | | 0 | | | | (5,398 | ) |
Net change in intercompany | | | (541,098 | ) | | | 5,972 | | | | 358,094 | | | | 177,032 | | | | 0 | |
financing |
| |
| | | (289,968 | ) | | | 5,651 | | | | 543,705 | | | | 177,032 | | | | 436,420 | |
| | | | | |
Effect of Foreign Exchange Rates | | | 72 | | | | (4 | ) | | | 3,019 | | | | 0 | | | | 3,087 | |
on Cash and Cash Equivalents |
| |
| | | | | |
Net Increase (Decrease) in | | | (155,213 | ) | | | 11,133 | | | | (93,005 | ) | | | 0 | | | | (237,085 | ) |
Cash and Cash Equivalents |
Cash and Cash Equivalents | | | 205,050 | | | | 2,317 | | | | 214,753 | | | | 0 | | | | 422,120 | |
– Beginning of Year |
| |
Cash and Cash Equivalents | | $ | 49,837 | | | $ | 13,450 | | | $ | 121,748 | | | $ | 0 | | | $ | 185,035 | |
– End of Year |
| |