-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WJBo1WDBtjvuiDbsMyBqnNHPh1DaAswxUi2P1usZRDU+4wLiWnRMghU1iAYttl9/ kbt/mcqEyqPYhZj2AdL1/Q== 0001157523-03-007378.txt : 20031217 0001157523-03-007378.hdr.sgml : 20031217 20031217080519 ACCESSION NUMBER: 0001157523-03-007378 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031217 ITEM INFORMATION: FILED AS OF DATE: 20031217 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ACTUANT CORP CENTRAL INDEX KEY: 0000006955 STANDARD INDUSTRIAL CLASSIFICATION: MISC INDUSTRIAL & COMMERCIAL MACHINERY & EQUIPMENT [3590] IRS NUMBER: 390168610 STATE OF INCORPORATION: WI FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11288 FILM NUMBER: 031058665 BUSINESS ADDRESS: STREET 1: 6101 N. BAKER RD. CITY: MILWAUKEE STATE: WI ZIP: 53209 BUSINESS PHONE: 4143524160 MAIL ADDRESS: STREET 1: 6101 N BAKER RD. CITY: MILWAUKEE STATE: WI ZIP: 53209 FORMER COMPANY: FORMER CONFORMED NAME: APPLIED POWER INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: APPLIED POWER INDUSTRIES INC DATE OF NAME CHANGE: 19730123 8-K 1 a4536249.txt ACTUANT 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 17, 2003 ACTUANT CORPORATION (Exact name of Registrant as specified in its charter) Wisconsin 1-11288 39-0168610 (State or other jurisdiction (Commission File (I.R.S. Employer of incorporation) Number) Identification No.) 6100 North Baker Road Milwaukee, WI 53209 Mailing address: P.O. Box 3241, Milwaukee, Wisconsin 53201 (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: (414) 352-4160 Item 12. Results of Operations and Financial Condition. On December 17, 2003, the Company announced its results of operations for the first quarter ended November 30, 2003. A copy of the press release announcing the Company's results for the first quarter ended November 30, 2003 is attached as Exhibit 99.1 to this report on Form 8-K. The information in this Form 8-K (including the exhibit hereto) is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section. The information in this Form 8-K (including the exhibit hereto) shall not be incorporated by reference in any other filing under the Securities Exchange Act or Securities Act of 1933 except as shall be expressly set forth by specific reference to this Form 8-K in such filing. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized. ACTUANT CORPORATION (Registrant) Date: December 17, 2003 By: /s/ Andrew G. Lampereur -------------------------------- Andrew G. Lampereur Vice President and Chief Financial Officer EX-99 3 a4536249ex991.txt EXHIBIT 99.1 PRESS RELEASE Exhibit 99.1 Actuant Announces 28% Increase in First Quarter Diluted EPS Prior to Special Charges, Management Promotion MILWAUKEE--(BUSINESS WIRE)--Dec. 17, 2003--Actuant Corporation (NYSE:ATU) today announced results for its first quarter ended November 30, 2003. First quarter sales increased approximately 13% to $166.6 million compared to $147.9 million in the prior year. Current year results included those from Kwikee Products ("Kwikee"), which was acquired on September 3, 2003. Excluding the one-time impact of the Kwikee acquisition and foreign currency rate changes, first quarter sales increased approximately 1% over the comparable prior year period. First quarter fiscal 2004 net income and diluted earnings per share ("EPS") were $0.3 million and $0.01, respectively, including a charge resulting from the repurchase of a portion of the Company's 13% Senior Subordinated Notes (the "13% Notes"). This compares to net income and EPS of $1.9 million and $0.08, respectively, for the first quarter of fiscal 2003. The previously disclosed special charge recorded in the first quarter of fiscal 2004 totaled $15.1 million, $9.8 million after tax, or $0.40 per diluted share, attributable to the early extinguishment of approximately $49 million of the 13% Notes. Fiscal 2003 results include a $2.0 million charge, $1.3 million after tax, or $0.05 per diluted share, resulting from the repurchase of 13% Notes and a $7.3 million charge, $4.7 million after tax, or $0.19 per diluted share for litigation matters associated with divested businesses. Excluding these special charges, first quarter fiscal 2004 EPS grew 28% to $0.41 from $0.32 in the prior year. Commenting on the results, Robert C. Arzbaecher, President and CEO of Actuant stated, "We are pleased with the 28% increase in first quarter EPS before special charges. Results exceeded our expectations due in part to the weaker U.S. dollar, and solid execution of acquisition integration and cost reduction programs." Arzbaecher continued, "We saw slight improvement in economic conditions during the quarter, most noticeably in our consumer-oriented businesses including the North American electrical retail do-it-yourself ("DIY") and recreational vehicle markets. Automotive convertible top system sales increased 36% in the quarter, reflecting the continued production increase in new models. From an acquisition integration standpoint, things have progressed well both at Kwikee and Kopp. Both businesses are expected to deliver solid earnings improvements. "We believe the execution of our business model, combining bolt-on acquisitions with core organic growth, will continue to generate above average returns to our shareholders. Actuant's new 2% Convertible Bonds provide a favorable foundation for our capital structure for the future. Similarly, Actuant's management team has been undergoing realignment over the last year to support our business model. As part of that process, I am pleased to announce that Bill Blackmore has been promoted to global leader of the Engineered Solutions segment. In this expanded role, Bill will be in charge of our global efforts in the automotive, RV, truck, medical and other OEM actuation markets. Bill has demonstrated solid leadership in the Engineered Solutions Americas role over the last eighteen months, and I am confident he will do more of the same in the expanded role." Actuant's first quarter EBITDA (earnings before interest, income taxes, depreciation, amortization and minority interest deduction), before special charges, was $24.2 million, or 12% higher than the $21.6 million last year. EBITDA is a key financial metric of the Company and its investors in measuring performance prior to capitalization and income tax changes. (See attached supplemental schedule for calculation). Fiscal 2004 first quarter Tools & Supplies segment sales were $96.3 million, a 5% increase over last year. Excluding the impact of the weaker U.S. dollar, segment sales declined approximately 3%. Engineered Solutions segment sales increased 26% over the prior year to $70.2 million due to higher automotive sales, the weaker U.S. dollar and the Kwikee acquisition. Excluding the one-time impact of the Kwikee acquisition and foreign currency rate changes, segment sales grew 6%. Total debt at November 30, 2003 was approximately $254 million. Net debt (total debt less approximately $33 million of cash) was $221 million, compared to $165 million at the beginning of the quarter. The increase was primarily attributable to acquisitions, premiums paid to repurchase 13% Notes, seasonal working capital growth, semi-annual interest payments and income tax payments. The Company had no borrowings outstanding under its $100 million revolver at November 30, 2003. Commenting on the business outlook, Arzbaecher said, "We are off to a strong start in fiscal 2004. The Kwikee acquisition and capitalization changes in the first quarter, as well as the weaker U.S. dollar and improving economy, provide us with the opportunity to generate full year diluted EPS excluding debt buyback costs near the high end of the $1.60-$1.75 range we previously endorsed. However, given the uncertainty of the speed and breadth of the economic recovery, and foreign currency rate volatility, we are maintaining our prior sales and earnings guidance and will reassess it after the end of second quarter. Second quarter sales should be in the $155-$160 million range, and diluted earnings per share in the $0.32-$0.35 per share range. We continue to be optimistic about Actuant's growth prospects in fiscal 2004 and beyond." Safe Harbor Statement Certain of the above comments represent forward-looking statements made pursuant to the provisions of the Private Securities Litigation Reform Act of 1995. Management cautions that these statements are based on current estimates of future performance and are highly dependent upon a variety of factors, which could cause actual results to differ from these estimates. Actuant's results are also subject to general economic conditions, variation in demand from customers, the impact on the economy of terrorist attacks and other geopolitical activity, continued market acceptance of the Company's new product introductions, the successful integration of business unit acquisitions and related restructuring, operating margin risk due to competitive pricing and operating efficiencies, supply chain risk, material and labor cost increases, foreign currency fluctuations and interest rate risk. See the Company's registration statements filed with the Securities and Exchange Commission for further information regarding risk factors. Actuant, headquartered in Milwaukee, Wisconsin, is a diversified industrial company with operations in more than 20 countries. The Actuant businesses are leading companies in highly engineered position and motion control systems and branded tools. Products are offered under such established brand names as Enerpac, Gardner Bender, Kopp, Kwikee, Milwaukee Cylinder, Nielsen Sessions, Power-Packer, and Power Gear. The Company will be conducting an investor conference call at 11:00 EST today to discuss first quarter results. For further information on Actuant and its business units, including instructions on how to participate in today's conference call, visit the Company's website at www.actuant.com. Actuant Corporation Consolidated Balance Sheets (Dollars in thousands) November 30, August 31, 2003 2003 ------------------------ ASSETS Current assets Cash and cash equivalents $32,692 $4,593 Accounts receivable, net 99,048 81,825 Inventories, net 74,666 67,640 Deferred income taxes 15,334 14,727 Other current assets 4,516 3,977 ------------------------ Total Current Assets 226,256 172,762 Property, plant and equipment, net 63,555 59,197 Goodwill 121,530 101,680 Other intangible assets, net 21,985 19,521 Other long-term assets 11,968 8,493 ------------------------ Total Assets $445,294 $361,653 ======================== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities Short-term borrowings $516 $1,224 Trade accounts payable 56,130 53,045 Accrued compensation and benefits 17,419 16,773 Income taxes payable 15,794 21,444 Current maturities of long-term debt 7,696 8,918 Other current liabilities 39,032 40,753 ------------------------ Total Current Liabilities 136,587 142,157 Long-term debt, less current maturities 245,651 159,692 Deferred income taxes 9,444 8,841 Pension and postretirement benefit accruals 30,618 29,430 Other long-term liabilities 29,743 29,042 Minority interest in net equity of consolidated affiliates 160 4,117 Shareholders' equity Capital stock 4,714 4,702 Additional paid-in capital (522,239) (522,627) Accumulated other comprehensive income (loss) (17,799) (21,823) Stock held in trust (676) (636) Deferred compensation liability 676 636 Retained earnings 528,415 528,122 ------------------------ Total Shareholders' Deficit (6,909) (11,626) ------------------------ Total Liabilities and Shareholders' Equity $445,294 $361,653 ======================== Actuant Corporation Consolidated Statements of Earnings (In thousands except per share amounts) Three Months Ended November 30, ------------------------ 2003 2002 ------------------------ Net Sales $166,584 $147,858 Cost of Products Sold 111,966 101,956 ------------------------ Gross Profit 54,618 45,902 Selling, Administrative and Engineering Expenses 33,349 27,087 Amortization of Intangible Assets 547 627 ------------------------ Operating Profit 20,722 18,188 Net Financing Costs 4,391 5,662 Charge for Early Extinguishment of Debt 15,069 1,974 Litigation Charge associated with Divested Businesses - 7,300 Other (Income) Expense, net 453 246 ------------------------ Earnings from Continuing Operations Before Income Taxes and Minority Interest 809 3,006 Income Tax Expense 283 1,067 Minority Interest, net of Income Taxes 233 83 ------------------------ Net Earnings $293 $1,856 ======================== Earnings per Share Basic $0.01 $0.08 Diluted 0.01 0.08 Weighted Average Common Shares Outstanding Basic 23,539 23,206 Diluted 24,727 24,396 ACTUANT CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited) Three Months Ended November 30, ------------------------ 2003 2002 ----------- ----------- Operating Activities - ---------------------------------------------- Net earnings $293 $1,856 Adjustments to reconcile net earnings to net cash (used in) provided by operating activities: Depreciation and amortization 3,934 3,689 Amortization of debt discount and debt issuance costs 374 377 Write-off of debt discount and debt issuance costs in conjunction with early extinguishment of debt 1,385 317 Provision for deferred income taxes 820 366 Loss on disposal of assets 70 25 Changes in operating assets and liabilities, excluding the effects of the business acquisitions: Accounts receivable (8,355) (6,381) Inventories (2,413) 1,915 Prepaid expenses and other assets (326) 1,978 Trade accounts payable (136) (2,621) Accrued interest. (4,056) (4,117) Income taxes payable. (5,835) (2,564) Other accrued liabilities 625 9,148 ----------- ----------- Net cash (used in) provided by operating activities (a) (13,620) 3,988 Investing Activities - ---------------------------------------------- Proceeds from sale of property, plant and equipment -- 4 Capital expenditures (2,885) (3,392) Cash paid for business acquisitions, net of cash acquired (33,197) (8,730) ----------- ----------- Net cash used in investing activities (36,082) (12,118) Financing Activities - ---------------------------------------------- Partial redemption of 13% senior subordinated notes (49,354) (9,425) Net proceeds from convertible debt offering 145,216 -- Net principal borrowings (payments) on other debt (18,586) 18,010 Stock option exercises and other 358 298 ----------- ----------- Net cash provided by financing activities 77,634 8,883 Effect of exchange rate changes on cash 167 3 ----------- ----------- Net increase in cash and cash equivalents 28,099 756 Cash and cash equivalents - beginning of period 4,593 3,043 ----------- ----------- Cash and cash equivalents - end of period $32,692 $3,799 =========== =========== (a) Includes cash paid in excess of face value on 13% senior subordinated note redemptions of $13.7 million and $1.7 million for the three months ended November 30, 2003 and 2002, respectively. ACTUANT CORPORATION SUPPLEMENTAL UNAUDITED DATA (US dollars, in thousands) FISCAL 2003 --------------------------------------------- Q1 Q2 Q3 Q4 TOTAL --------------------------------------------- SALES TOOLS & SUPPLIES SEGMENT $92,014 $90,651 $91,386 $92,433 $366,484 ENGINEERED SOLUTIONS SEGMENT 55,844 51,448 55,803 55,814 218,909 --------------------------------------------- TOTAL REPORTED SALES $147,858 $142,099 $147,189 $148,247 $585,393 ============================================= % SALES GROWTH TOOLS & SUPPLIES SEGMENT 43.6% 45.4% 39.0% 37.2% 41.2% ENGINEERED SOLUTIONS SEGMENT 13.8% 11.6% 2.8% 3.3% 7.6% TOTAL REPORTED SALES 30.7% 31.0% 22.6% 22.1% 26.4% OPERATING PROFIT TOOLS & SUPPLIES SEGMENT $12,818 $12,224 $13,702 $13,417 $52,161 ENGINEERED SOLUTIONS SEGMENT 6,616 5,760 7,648 7,571 27,595 CORPORATE / GENERAL (1,246) (1,955) (1,957) (1,813) (6,971) --------------------------------------------- TOTAL REPORTED RESULTS $18,188 $16,029 $19,393 $19,175 $72,785 ============================================= OPERATING PROFIT % TOOLS & SUPPLIES SEGMENT 13.9% 13.5% 15.0% 14.5% 14.2% ENGINEERED SOLUTIONS SEGMENT 11.8% 11.2% 13.7% 13.6% 12.6% TOTAL (INCL. CORPORATE) 12.3% 11.3% 13.2% 12.9% 12.4% EBITDA (1) TOOLS & SUPPLIES SEGMENT $15,126 $14,454 $16,829 $15,746 $62,155 ENGINEERED SOLUTIONS SEGMENT 7,666 7,501 8,739 8,947 32,853 CORPORATE / GENERAL (2) (1,161) (1,354) (2,028) (375) (4,918) --------------------------------------------- TOTAL RECURRING EBITDA 21,631 20,601 23,540 24,318 90,090 OTHER ITEMS (3) (9,274) - 798 - (8,476) --------------------------------------------- TOTAL $12,357 $20,601 $24,338 $24,318 $81,614 ============================================= EBITDA % TOOLS & SUPPLIES SEGMENT 16.4% 15.9% 18.4% 17.0% 17.0% ENGINEERED SOLUTIONS SEGMENT 13.7% 14.6% 15.7% 16.0% 15.0% TOTAL RECURRING (INCL. CORPORATE) 14.6% 14.5% 16.0% 16.4% 15.4% OTHER FINANCIAL DATA DEPRECIATION & AMORTIZATION TOOLS & SUPPLIES SEGMENT $2,413 $2,433 $2,137 $2,380 $9,363 ENGINEERED SOLUTIONS SEGMENT 1,133 1,237 1,321 1,367 5,058 CORPORATE / GENERAL 143 150 174 179 646 --------------------------------------------- TOTAL DEPRECIATION & AMORTIZATION $3,689 $3,820 $3,632 $3,926 $15,067 ============================================= OTHER INCOME (EXPENSE) TOOLS & SUPPLIES SEGMENT $(105) $(203) $990 $(51) $631 ENGINEERED SOLUTIONS SEGMENT (83) 504 (230) 9 200 CORPORATE / GENERAL (58) 451 (245) 1,259 1,407 --------------------------------------------- TOTAL REPORTED RESULTS $(246) $752 $515 $1,217 $2,238 ============================================= LEVERAGE NET DEBT (4) $204 $192 $185 $165 LEVERAGE RATIO (5) 2.4 2.2 2.1 1.8 FISCAL 2004 --------------------------------------------- Q1 Q2 Q3 Q4 TOTAL --------------------------------------------- SALES TOOLS & SUPPLIES SEGMENT $96,335 $96,335 ENGINEERED SOLUTIONS SEGMENT 70,249 70,249 --------------------------------------------- TOTAL REPORTED SALES $166,584 $- $- $- $166,584 ============================================= % SALES GROWTH TOOLS & SUPPLIES SEGMENT 4.7% 4.7% ENGINEERED SOLUTIONS SEGMENT 25.8% 25.8% TOTAL REPORTED SALES 12.7% 12.7% OPERATING PROFIT TOOLS & SUPPLIES SEGMENT $14,361 $14,361 ENGINEERED SOLUTIONS SEGMENT 8,775 8,775 CORPORATE / GENERAL (2,414) (2,414) --------------------------------------------- TOTAL REPORTED RESULTS $20,722 $- $- $- $20,722 ============================================= OPERATING PROFIT % TOOLS & SUPPLIES SEGMENT 14.9% 14.9% ENGINEERED SOLUTIONS SEGMENT 12.5% 12.5% TOTAL (INCL. CORPORATE) 12.4% 12.4% EBITDA (1) TOOLS & SUPPLIES SEGMENT $16,668 $16,668 ENGINEERED SOLUTIONS SEGMENT 9,921 9,921 CORPORATE / GENERAL (2) (2,386) (2,386) --------------------------------------------- TOTAL RECURRING EBITDA 24,203 - - - 24,203 OTHER ITEMS (3) (15,069) (15,069) --------------------------------------------- TOTAL $9,134 $- $- $- $9,134 ============================================= EBITDA % TOOLS & SUPPLIES SEGMENT 17.3% 17.3% ENGINEERED SOLUTIONS SEGMENT 14.1% 14.1% TOTAL RECURRING (INCL. CORPORATE) 14.5% 14.5% OTHER FINANCIAL DATA DEPRECIATION & AMORTIZATION TOOLS & SUPPLIES SEGMENT $2,083 $2,083 ENGINEERED SOLUTIONS SEGMENT 1,666 1,666 CORPORATE / GENERAL 185 185 --------------------------------------------- TOTAL DEPRECIATION & AMORTIZATION $3,934 $- $- $- $3,934 ============================================= OTHER INCOME (EXPENSE) TOOLS & SUPPLIES SEGMENT $224 $224 ENGINEERED SOLUTIONS SEGMENT (520) (520) CORPORATE / GENERAL (157) (157) --------------------------------------------- TOTAL REPORTED RESULTS $(453) $- $- $- $(453) ============================================= LEVERAGE NET DEBT (4) $221 LEVERAGE RATIO (5) 2.4 - - - (1) Segment EBITDA = segment operating profit + segment depreciation & amortization + segment other income (expense) (2) Corporate / general EBITDA in the fourth quarter of fiscal 2003 includes a $1.2 million foreign currency gain recognized upon substantial liquidation of a Mexican subsidiary. (3) First quarter 2003 other items include a $2.0 million charge related to the early redemption of debt and a $7.3 million charge related to litigation for business units divested prior to the July 31, 2000 spin-off. Third quarter 2003 other items represents an $0.8 million reversal of a portion of the $7.3 million first quarter charge for the favorable settlement of such litigation. First quarter 2004 other items represents charges related to the early redemption of debt. (4) Net debt = long-term debt + current maturities of long-term debt + short-term borrowings - cash and cash equivalents (5) Leverage ratio = net debt / trailing four quarters total recurring EBITDA CONTACT: Actuant Corporation Andrew Lampereur, 414-352-4160 KEYWORD: WISCONSIN INDUSTRY KEYWORD: MANUFACTURING CONFERENCE CALLS EARNINGS SOURCE: Actuant Corporation -----END PRIVACY-ENHANCED MESSAGE-----