Guarantor Subsidiaries | Guarantor Subsidiaries On April 16, 2012, Actuant Corporation (the “Parent”) issued $300.0 million of 5.625% Senior Notes, of which $288.1 million remains outstanding as of August 31, 2015 . All of our material domestic wholly owned subsidiaries (the “Guarantors”) fully and unconditionally guarantee the 5.625% Senior Notes on a joint and several basis. There are no significant restrictions on the ability of the Guarantors to make distributions to the Parent. The following tables present the results of operations, financial position and cash flows of Actuant Corporation and its subsidiaries, the Guarantor and non-Guarantor entities, and the eliminations necessary to arrive at the information for the Company on a consolidated basis. Certain assets, liabilities and expenses have not been allocated to the Guarantors and non-Guarantors and therefore are included in the Parent column in the accompanying consolidating financial statements. These items are of a corporate or consolidated nature and include, but are not limited to, tax provisions and related assets and liabilities, certain employee benefit obligations, prepaid and accrued insurance and corporate indebtedness. Intercompany activity in the consolidating financial statements primarily includes loan activity, purchases and sales of goods or services, investments and dividends. Intercompany balances also reflect certain non-cash transactions including transfers of assets and liabilities between the Parent, Guarantor and non-Guarantor, allocation of non-cash expenses from the Parent to the Guarantors and non-Guarantors, non-cash intercompany dividends and the impact of foreign currency rate changes. CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (in thousands) Year Ended August 31, 2015 Parent Guarantors Non-Guarantors Eliminations Consolidated Net sales $ 158,836 $ 268,070 $ 822,348 $ — $ 1,249,254 Cost of products sold 40,858 189,251 557,304 — 787,413 Gross profit 117,978 78,819 265,044 — 461,841 Selling, administrative and engineering expenses 74,588 56,054 168,959 — 299,601 Impairment charge — 20,249 64,104 — 84,353 Amortization of intangible assets 1,272 10,594 12,467 — 24,333 Operating profit (loss) 42,118 (8,078 ) 19,514 — 53,554 Financing costs, net 29,295 — (1,238 ) — 28,057 Intercompany expense (income), net (19,727 ) 1,432 18,295 — — Intercompany dividends (212 ) (243 ) (31 ) 486 — Other expense (income), net 160 (71 ) 17 — 106 Earnings (loss) before income tax expense (benefit) 32,602 (9,196 ) 2,471 (486 ) 25,391 Income tax expense (benefit) (8,218 ) 1,702 12,119 (84 ) 5,519 Net earnings (loss) before equity in earnings (loss) of subsidiaries 40,820 (10,898 ) (9,648 ) (402 ) 19,872 Equity in earnings (loss) of subsidiaries (20,948 ) 8,466 31 12,451 — Net earnings (loss) $ 19,872 $ (2,432 ) $ (9,617 ) $ 12,049 $ 19,872 Comprehensive loss $ (125,360 ) $ (19,551 ) $ (85,374 ) $ 104,925 $ (125,360 ) CONDENSED CONSOLIDATING STATEMENTS OF EARNINGS AND COMPREHENSIVE INCOME (in thousands) Year Ended August 31, 2014 Parent Guarantors Non-Guarantors Eliminations Consolidated Net sales $ 195,573 $ 315,715 $ 888,574 $ — $ 1,399,862 Cost of products sold 57,464 219,750 575,776 — 852,990 Gross profit 138,109 95,965 312,798 — 546,872 Selling, administrative and engineering expenses 96,220 44,102 191,771 — 332,093 Loss (gain) on product line divestiture 1,200 (14,695 ) — — (13,495 ) Amortization of intangible assets 1,272 10,520 13,374 — 25,166 Operating profit 39,417 56,038 107,653 — 203,108 Financing costs, net 25,611 3 (569 ) — 25,045 Intercompany expense (income), net (27,601 ) 5,520 22,081 — — Other expense (income), net 12,716 153 (8,832 ) — 4,037 Earnings from continuing operations before income tax expense (benefit) 28,691 50,362 94,973 — 174,026 Income tax expense (benefit) (16,529 ) 30,793 18,309 — 32,573 Net earnings from continuing operations before equity in earnings of subsidiaries 45,220 19,569 76,664 — 141,453 Equity in earnings of subsidiaries 139,865 33,061 6,160 (179,086 ) — Earnings from continuing operations 185,085 52,630 82,824 (179,086 ) 141,453 Earnings (loss) from discontinued operations (21,512 ) 56,494 (12,862 ) — 22,120 Net earnings $ 163,573 $ 109,124 $ 69,962 $ (179,086 ) $ 163,573 Comprehensive income $ 163,825 $ 123,148 $ 55,990 $ (179,138 ) $ 163,825 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (in thousands) Year Ended August 31, 2013 Parent Guarantors Non-Guarantors Eliminations Consolidated Net sales $ 196,531 $ 293,884 $ 789,327 $ — $ 1,279,742 Cost of products sold 65,178 201,704 505,910 — 772,792 Gross profit 131,353 92,180 283,417 — 506,950 Selling, administrative and engineering expenses 69,734 59,358 164,774 — 293,866 Amortization of intangible assets 1,276 10,481 11,182 — 22,939 Operating profit 60,343 22,341 107,461 — 190,145 Financing costs, net 25,270 9 (442 ) — 24,837 Intercompany expense (income), net (21,041 ) 1,082 19,959 — — Other expense (income), net (2,105 ) (571 ) 5,035 — 2,359 Earnings from continuing operations before income tax expense (benefit) 58,219 21,821 82,909 — 162,949 Income tax expense (benefit) (798 ) 2,009 14,161 — 15,372 Net earnings from continuing operations before equity in earnings (loss) of subsidiaries 59,017 19,812 68,748 — 147,577 Equity in earnings (loss) of subsidiaries (26,527 ) 7,822 2,173 16,532 — Earnings from continuing operations 32,490 27,634 70,921 16,532 147,577 Loss from discontinued operations (2,442 ) (76,634 ) (38,453 ) — (117,529 ) Net earnings (loss) 30,048 (49,000 ) 32,468 16,532 30,048 Comprehensive income (loss) $ 30,860 $ (48,416 ) $ 31,099 $ 17,317 $ 30,860 CONDENSED CONSOLIDATING BALANCE SHEETS (in thousands) August 31, 2015 Parent Guarantors Non-Guarantors Eliminations Consolidated ASSETS Cash and cash equivalents $ 18,688 $ 523 $ 149,635 $ — $ 168,846 Accounts receivable, net 16,135 33,748 143,198 — 193,081 Inventories, net 23,074 33,480 86,198 — 142,752 Deferred income taxes 9,256 — 3,666 — 12,922 Other current assets 18,020 2,967 21,801 — 42,788 Total current assets 85,173 70,718 404,498 — 560,389 Property, plant & equipment, net 6,363 23,691 112,404 — 142,458 Goodwill 38,847 189,337 380,072 — 608,256 Other intangibles, net 10,702 109,665 188,395 — 308,762 Investment in subsidiaries 2,067,438 1,017,418 27,552 (3,112,408 ) — Intercompany receivable — 619,198 565,968 (1,185,166 ) — Other long-term assets 10,694 — 6,358 — 17,052 Total assets $ 2,219,217 $ 2,030,027 $ 1,685,247 $ (4,297,574 ) $ 1,636,917 LIABILITIES & SHAREHOLDERS' EQUITY Trade accounts payable $ 14,700 $ 19,213 $ 84,202 $ — $ 118,115 Accrued compensation and benefits 16,479 2,952 24,276 — 43,707 Current maturities of debt and other short-term borrowings 3,750 — 219 — 3,969 Income taxes payable 10,947 — 3,858 — 14,805 Other current liabilities 19,817 4,783 29,860 — 54,460 Total current liabilities 65,693 26,948 142,415 — 235,056 Long-term debt 584,309 — — — 584,309 Deferred income taxes 43,210 — 29,731 — 72,941 Pension and post-retirement benefit liabilities 11,712 — 6,116 — 17,828 Other long-term liabilities 46,407 400 6,975 — 53,782 Intercompany payable 794,885 — 390,281 (1,185,166 ) — Shareholders’ equity 673,001 2,002,679 1,109,729 (3,112,408 ) 673,001 Total liabilities and shareholders’ equity $ 2,219,217 $ 2,030,027 $ 1,685,247 $ (4,297,574 ) $ 1,636,917 CONDENSED CONSOLIDATING BALANCE SHEETS (in thousands) August 31, 2014 Parent Guarantors Non-Guarantors Eliminations Consolidated ASSETS Cash and cash equivalents $ 27,931 $ 3,325 $ 77,756 $ — $ 109,012 Accounts receivable, net 22,811 38,511 165,686 — 227,008 Inventories, net 31,024 38,860 92,736 — 162,620 Deferred income taxes 7,503 — 3,547 — 11,050 Other current assets 3,871 1,057 28,372 — 33,300 Total current assets 93,140 81,753 368,097 — 542,990 Property, plant & equipment, net 9,096 22,879 137,126 — 169,101 Goodwill 44,700 280,693 417,377 — 742,770 Other intangibles, net 11,974 140,400 212,803 — 365,177 Investment in subsidiaries 2,286,068 806,414 237,207 (3,329,689 ) — Intercompany receivable — 678,073 622,818 (1,300,891 ) — Other long-term assets 23,432 — 13,409 — 36,841 Total assets $ 2,468,410 $ 2,010,212 $ 2,008,837 $ (4,630,580 ) $ 1,856,879 LIABILITIES & SHAREHOLDERS' EQUITY Trade accounts payable $ 20,014 $ 25,673 $ 100,111 $ — $ 145,798 Accrued compensation and benefits 15,135 3,293 34,536 — 52,964 Current maturities of debt 4,500 — — — 4,500 Income taxes payable 31,582 — 6,765 — 38,347 Other current liabilities 19,081 3,989 34,442 — 57,512 Total current liabilities 90,312 32,955 175,854 — 299,121 Long-term debt 385,500 — — — 385,500 Deferred income taxes 47,543 — 49,427 — 96,970 Pension and post-retirement benefit liabilities 8,668 — 7,031 — 15,699 Other long-term liabilities 42,647 4,138 11,093 — 57,878 Intercompany payable 892,029 — 408,861 (1,300,890 ) — Shareholders’ equity 1,001,711 1,973,119 1,356,571 (3,329,690 ) 1,001,711 Total liabilities and shareholders’ equity $ 2,468,410 $ 2,010,212 $ 2,008,837 $ (4,630,580 ) $ 1,856,879 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (in thousands) Year Ended August 31, 2015 Parent Guarantors Non-Guarantors Eliminations Consolidated Operating Activities Net cash provided by (used in) operating activities $ 88,166 $ (33,047 ) $ 73,849 $ — $ 128,968 Investing Activities Capital expenditures (1,086 ) (4,094 ) (17,336 ) — (22,516 ) Proceeds from sale of property, plant and equipment — 258 986 — 1,244 Intercompany investment (3,727 ) — — 3,727 — Cash used in investing activities (4,813 ) (3,836 ) (16,350 ) 3,727 (21,272 ) Financing Activities Net borrowings on revolver and other debt — — 220 — 220 Principal repayment on term loan (3,375 ) — — — (3,375 ) Proceeds from term loans 213,375 — — — 213,375 Redemption on 5.625% Senior Notes (11,941 ) — — — (11,941 ) Debt issuance costs (2,025 ) — — — (2,025 ) Purchase of treasury shares (212,003 ) — — — (212,003 ) Stock option exercises, related tax benefits and other 5,396 — — — 5,396 Cash dividend (2,598 ) — — — (2,598 ) Intercompany loan activity (79,425 ) 34,081 45,344 — — Intercompany capital contributions — — 3,727 (3,727 ) — Cash provided by (used in) financing activities (92,596 ) 34,081 49,291 (3,727 ) (12,951 ) Effect of exchange rate changes on cash — — (34,911 ) — (34,911 ) Net increase (decrease) in cash and cash equivalents (9,243 ) (2,802 ) 71,879 — 59,834 Cash and cash equivalents—beginning of period 27,931 3,325 77,756 — 109,012 Cash and cash equivalents—end of period $ 18,688 $ 523 $ 149,635 $ — $ 168,846 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (in thousands) Year Ended August 31, 2014 Parent Guarantors Non-Guarantors Eliminations Consolidated Operating Activities Net cash provided by (used in) operating activities $ 75,924 $ (20,966 ) $ 84,992 $ (14,716 ) $ 125,234 Investing Activities Capital expenditures (4,498 ) (4,675 ) (32,684 ) — (41,857 ) Proceeds from sale of property, plant and equipment 85 484 43,705 — 44,274 Proceeds from sale of businesses (4,586 ) 250,748 43,428 — 289,590 Business acquisitions, net of cash acquired (30,500 ) — — — (30,500 ) Intercompany investment — (99,963 ) — 99,963 — Cash (used in) provided by investing activities (39,499 ) 146,594 54,449 99,963 261,507 Financing Activities Net repayments on revolver (125,000 ) — — — (125,000 ) Payment of deferred acquisition consideration — — (1,585 ) — (1,585 ) Purchase of treasury shares (283,712 ) — — — (283,712 ) Stock option exercises, related tax benefits and other 32,224 — — — 32,224 Cash dividend (2,919 ) — (14,716 ) 14,716 (2,919 ) Intercompany loan activity 354,791 (122,303 ) (232,488 ) — — Intercompany capital contribution — — 99,963 (99,963 ) — Cash used financing activities (24,616 ) (122,303 ) (148,826 ) (85,247 ) (380,992 ) Effect of exchange rate changes on cash — — (723 ) — (723 ) Net increase (decrease) in cash and cash equivalents 11,809 3,325 (10,108 ) — 5,026 Cash and cash equivalents—beginning of period 16,122 — 87,864 — 103,986 Cash and cash equivalents—end of period $ 27,931 $ 3,325 $ 77,756 $ — $ 109,012 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (in thousands) Year Ended August 31, 2013 Parent Guarantors Non-Guarantors Eliminations Consolidated Operating Activities Net cash provided by operating activities $ 81,597 $ 26,095 $ 86,097 $ — $ 193,789 Investing Activities Capital expenditures (2,022 ) (4,021 ) (17,625 ) — (23,668 ) Proceeds from sale of property, plant and equipment 563 206 852 — 1,621 Proceeds from sale of business — — 4,854 — 4,854 Business acquisitions, net of cash acquired — — (235,489 ) — (235,489 ) Cash used in investing activities (1,459 ) (3,815 ) (247,408 ) — (252,682 ) Financing Activities Net repayments on revolver 125,000 — — — 125,000 Principal repayment on term loans (7,500 ) — — — (7,500 ) Payment of deferred acquisition consideration (1,350 ) — (4,028 ) — (5,378 ) Debt issuance cost (2,035 ) — — — (2,035 ) Purchase of treasury shares (41,832 ) — — — (41,832 ) Stock option exercises, related tax benefits and other 33,261 — — — 33,261 Cash dividend (2,911 ) — — — (2,911 ) Intercompany loan activity (179,050 ) (22,371 ) 201,421 — — Cash provided by (used in) financing activities (76,417 ) (22,371 ) 197,393 — 98,605 Effect of exchange rate changes on cash — — (3,910 ) — (3,910 ) Net increase in cash and cash equivalents 3,721 (91 ) 32,172 — 35,802 Cash and cash equivalents—beginning of period 12,401 91 55,692 — 68,184 Cash and cash equivalents—end of period $ 16,122 $ — $ 87,864 $ — $ 103,986 |