-----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, DLMYmBp24wY/HQ+TIOJ6AuMFnkZO6jrH7+IEKFdExfl0ujqrRCvOHApb21Gz9Lll +Ba/8TVzyPBAlVDE4KM2nQ== 0001157523-05-005539.txt : 20050616 0001157523-05-005539.hdr.sgml : 20050615 20050616092133 ACCESSION NUMBER: 0001157523-05-005539 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050616 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050616 DATE AS OF CHANGE: 20050616 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: 05899100 BUSINESS ADDRESS: STREET 1: ATTN: TIMOTHY J. TESKE STREET 2: 6100 N BAKER RD. CITY: MILWAUKEE STATE: WI ZIP: 53209 BUSINESS PHONE: 414-352-4160 MAIL ADDRESS: STREET 1: ATTN: TIMOTHY J. TESKE STREET 2: 6100 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 a4912049.txt ACTUANT CORP. 8-K UNITED STATES 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): June 16, 2005 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 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 2.02 Results of Operations and Financial Condition. On June 16, 2005, Actuant Corporation (the "Company") announced its results of operations for the third quarter ended May 31, 2005. A copy of the press release announcing the Company's results for the third quarter ended May 31, 2005 is attached as Exhibit 99.1 to this report on Form 8-K. Item 9.01 Financial Statements and Exhibits. (c) Exhibits 99.1 Press Release of the Company dated June 16, 2005. - 2 - 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: June 16, 2005 By: /s/ Andrew G. Lampereur ----------------------------- Andrew G. Lampereur Executive Vice President and Chief Financial Officer - 3 - EX-99.1 2 a4912049ex991.txt EXHIBIT 99.1 - PRESS RELEASE Exhibit 99.1 Actuant Announces Record Results, Adoption of Stock Option Accounting Rule MILWAUKEE--(BUSINESS WIRE)--June 16, 2005--Actuant Corporation (NYSE:ATU) today announced record sales and earnings for its third quarter ended May 31, 2005. Third quarter fiscal 2005 net earnings and diluted earnings per share ("EPS") were $20.8 million and $0.68, respectively. This compares to net earnings and EPS of $7.5 million and $0.29, respectively, for the third quarter of fiscal 2004, which included a charge of $9.9 million ($6.8 million after tax or $0.24 per diluted share) attributable to the early extinguishment of debt. Excluding the prior year debt extinguishment charge, third quarter fiscal 2005 EPS grew 28% to $0.68 from $0.53 in the comparable prior year period. Net earnings for the nine months ended May 31, 2005 were $54.1 million, or $1.85 per diluted share, compared to $16.5 million, or $0.65 per diluted share for the comparable prior year period. The Company recorded net of tax special charges of $18.1 million or $0.66 per diluted share, in the nine-month period ended May 31, 2004, related to the early extinguishment of debt. Excluding these special charges, fiscal 2005 year-to-date net earnings and EPS are more than 40% higher than the prior year period's $34.6 million of net income and $1.31 per EPS. Third quarter sales increased approximately 38% to $271.7 million compared to $196.5 million in the prior year, driven by the results of recently acquired businesses. Excluding foreign currency exchange rate changes, third quarter core sales (year-over-year sales in both existing and acquired businesses) decreased approximately 1% from the comparable prior year period. As a result of the expected sales declines in the Company's automotive convertible top and recreational vehicle businesses, third quarter sales for businesses owned at least twelve months declined 7% compared to the prior year, again excluding foreign currency rate changes. Sales for the nine-months ended May 31, 2005 were a record $706.7 million, approximately 31% higher than the $539.1 million in the comparable prior year period, reflecting sales volume added through current year business acquisitions. Excluding the impact of foreign currency rate changes on translated results, core sales for the nine-month period increased 2% and sales from businesses owned at least twelve months decreased 1%. The Company also announced that it will be adopting the provisions of Financial Accounting Standards Board Statement No. 123R, "Accounting for Stock Based Compensation" in the fourth quarter of fiscal 2005 using the modified retrospective method. Under this adoption method, the first three quarters of fiscal 2005 will be restated in the fourth quarter to reflect expense for stock based compensation as required under the new rule. The total impact of the new accounting rule on fiscal 2005 is an estimated $2.7 million non-cash reduction to net income or a $0.09 per share reduction in EPS. The Company believes that the approximate 3.5% EPS dilution from the new accounting rule is in line with its multi-industry peers. Robert C. Arzbaecher, President and CEO of Actuant, commented, "Actuant's third quarter results were above our expectations, despite sizeable sales declines in two of our end-markets. Going into the quarter, we knew both our RV and convertible top businesses would be challenged with lower sales volume. However, solid performance from other businesses, including our industrial tools, truck and recently acquired businesses, as well as acquisition synergies more than offset the 20% third quarter sales decline in convertible tops and 30% decline in RV sales. We expect the RV and automotive convertible top businesses to report continued negative sales comparisons in the next quarter or two, with rebounds near the end of calendar 2005 when we launch production of new convertible top platforms and expect RV motorhome OEMs to increase production levels to match retail demand." He continued, "We are very pleased with the Company's performance during the quarter. Our geographic and end-market diversity helped drive record sales and EPS. The 28% EPS growth in the third quarter, excluding debt extinguishment costs last year, represents our sixteenth consecutive quarter of year-over-year EPS growth. Additionally, we had a strong cash flow quarter driven by great earnings conversion and working capital management. This year's acquisitions all contributed to the record results, and I am happy with the progress we are making in integrating these new businesses into Actuant. We have been successful in leveraging cost synergies from the new businesses, while at the same time investing in promising growth opportunities." Arzbaecher concluded, "We are well positioned for continued growth at Actuant, and fiscal 2006 should be another record year for the Company. We expect to end fiscal 2005 with sales of $965-$975 million and EPS of $2.36-$2.41. These estimates reflect both the benefit of the recently completed Hydratight Sweeney acquisition and the reduced earnings from adopting the new stock option accounting rule. Our initial fiscal 2006 EPS guidance is $2.75-$3.00, 15%-25% above our fiscal 2005 EPS estimate. Fiscal 2006 sales are expected to be in the $1.15-$1.175 billion range, reflecting the full year benefit of fiscal 2005 acquisitions, and assuming no further acquisitions, a slightly stronger US dollar and sales growth excluding foreign currency rate changes for both existing and newly acquired businesses of 4%-5%. As we approach the fifth anniversary of the July 31, 2000 spin-off, we are pleased with the Company's strong earnings growth track record and the progress being made in creating a world class industrial company." Net debt at May 31, 2005 was approximately $473 million (gross debt of $480 million less approximately $7 million of cash), compared to $405 million at the beginning of the quarter. Fiscal 2005 third quarter and year-to-date operating cash flow was $29.6 million and $55.6 million, respectively, both in excess of net income. The increase in debt during the quarter was attributable to the $95 million of borrowings to fund the Hydratight Sweeney acquisition, partially offset by third quarter operating cash flow. Availability under the Company's revolving credit facility was approximately $172 million at May 31, 2005. Actuant's fiscal 2005 third quarter operating profit was $35.0 million, 39% higher than the $25.2 million in the third quarter of last year. Operating profit margin increased from 12.8% in the third quarter of last year to 12.9% in the current year, the result of favorable acquisition and sales mix, partially offset by buyback and reset costs in the electrical businesses. Third quarter Tools & Supplies segment sales were $158.2 million, a 44% increase over fiscal 2004. Excluding currency exchange rate changes, core segment sales increased approximately 5%, and sales from businesses owned more than twelve months were even with the comparable prior year period. Fiscal 2005 third quarter Engineered Solutions segment sales increased 31% over the prior year to $113.5 million, due to acquisitions. Excluding the impact of foreign currency rate changes, Engineered Solutions segment core sales decreased approximately 8% compared to the prior year and sales from businesses owned more than twelve months declined 15% compared to the third quarter of fiscal 2004, both the result of lower sales to automotive convertible top and RV motorhome OEMs. 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 of geopolitical activity on the economy, continued market acceptance of the Company's new product introductions, the successful integration of 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. An investor conference call is scheduled for 11am ET today, June 16, and may be listened to via web cast on Actuant's website at www.actuant.com. About Actuant Actuant, headquartered in Glendale, Wisconsin, is a diversified industrial company with operations in 32 countries. The Actuant businesses are market leaders in highly engineered position and motion control systems and branded hydraulic and electrical tools and supplies. Formerly known as Applied Power Inc., Actuant was created in 2000 after the spin-off of Applied Power's electronics business segment into a separate public company called APW Ltd. Since 2000, Actuant has grown its sales run rate from $482 million to over $1 billion and its market capitalization from $113 million to over $1.4 billion. The company employs a workforce of more than 5,000 worldwide. Actuant Corporation trades on the NYSE under the symbol ATU. For further information on Actuant and its business units, visit the Company's Web site at www.actuant.com. (tables follow) Actuant Corporation Condensed Consolidated Balance Sheets (Dollars in thousands) May 31, August 31, 2005 2004 ----------- ----------- (unaudited) ASSETS Current assets Cash and cash equivalents $6,884 $6,033 Accounts receivable, net 139,219 90,433 Inventories, net 139,418 87,074 Deferred income taxes 16,073 11,126 Other current assets 7,667 7,648 ----------- ----------- Total current assets 309,261 202,314 Property, plant and equipment, net 80,698 47,972 Goodwill 424,669 145,387 Other intangible assets, net 187,657 22,127 Other long-term assets 9,240 6,336 ----------- ----------- Total assets $1,011,525 $424,136 =========== =========== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities Short-term borrowings $909 $960 Trade accounts payable 89,269 64,165 Accrued compensation and benefits 31,487 21,401 Income taxes payable 10,918 9,608 Current maturities of long-term debt 2,008 3,863 Other current liabilities 46,033 34,627 ----------- ----------- Total current liabilities 180,624 134,624 Long-term debt, less current maturities 476,831 189,068 Deferred income taxes 69,098 8,376 Pension and postretirement benefit accruals 35,015 28,862 Other long-term liabilities 20,278 31,429 Shareholders' equity Capital stock 5,395 4,753 Additional paid-in capital (377,493) (518,321) Accumulated other comprehensive income (loss) (15,243) (17,600) Stock held in trust (1,126) (806) Deferred compensation liability 1,126 806 Retained earnings 617,020 562,945 ----------- ----------- Total shareholders' equity 229,679 31,777 ----------- ----------- Total liabilities and shareholders' equity $1,011,525 $424,136 =========== =========== Actuant Corporation Condensed Consolidated Statements of Earnings (In thousands except per share amounts) (Unaudited) Three Months Ended Nine Months Ended May 31, May 31, 2005 2004 2005 2004 -------------------- -------------------- Net sales $271,733 $196,481 $706,677 $539,087 Cost of products sold 185,036 134,766 481,734 367,959 -------------------- -------------------- Gross profit 86,697 61,715 224,943 171,128 Selling, administrative and engineering expenses 50,050 35,943 131,257 103,328 Amortization of intangible assets 1,610 594 3,476 1,728 -------------------- -------------------- Operating profit 35,037 25,178 90,210 66,072 Financing costs, net 4,936 2,900 10,781 11,168 Charge for early extinguishment of debt - 9,940 - 27,277 Other (income) expense, net 435 505 (744) 1,596 -------------------- -------------------- Earnings before income tax expense and minority interest 29,666 11,833 80,173 26,031 Income tax expense 9,150 4,428 26,617 9,371 Minority interest, net of income taxes (234) (61) (519) 143 -------------------- -------------------- Net earnings $20,750 $7,466 $54,075 $16,517 ==================== ==================== Earnings per share Basic $0.77 $0.31 $2.11 $0.70 Diluted $0.68 $0.29 $1.85 $0.65 Weighted average common shares outstanding Basic 26,956 23,703 25,663 23,615 Diluted 31,438 28,273 30,165 27,503 Actuant Corporation Condensed Consolidated Statements of Cash Flows (In thousands) (Unaudited) Three Months Ended Nine Months Ended ------------------- ------------------- May 31, May 31, May 31, May 31, 2005 2004 2005 2004 --------- --------- --------- --------- Operating Activities Net earnings $20,750 $7,466 $54,075 $16,517 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization 6,448 4,066 16,245 12,254 Amortization of debt discount and debt issuance costs 359 284 936 1,126 Write-off of debt discount and debt issuance costs in conjunction with early extinguishment of debt - 880 - 4,445 Provision for deferred income taxes 722 2,004 570 1,788 (Gain) loss on disposal of assets 145 - (151) 137 Changes in operating assets and liabilities, excluding the effects of the business acquisitions: Accounts receivable (4,509) 2,061 (11,753) (6,329) Increase in accounts receivable securitization program 1,790 - 21,070 3,444 Inventories 4,525 (2,983) (5,513) (4,244) Prepaid expenses and other assets 349 (305) 3,085 (1,357) Trade accounts payable 4,304 6,264 (1,548) 2,717 Income taxes payable (2,920) 312 3,100 (4,334) Reimbursement of tax refund to former subsidiary - - (15,837) - Other accrued liabilities (2,326) 1,961 (8,705) (2,757) --------- --------- --------- --------- Net cash provided by operating activities (a) 29,637 22,010 55,574 23,407 Investing Activities Proceeds from sale of property, plant and equipment - - 2,839 14,601 Capital expenditures (3,558) (2,099) (11,505) (8,000) Cash paid for business acquisitions, net of cash acquired (94,808) - (381,955) (65,100) --------- --------- --------- --------- Net cash used in investing activities (98,366) (2,099) (390,621) (58,499) Financing Activities Partial redemptions of 13% senior subordinated notes - (31,543) - (80,897) Net proceeds from 2% convertible senior subordinated note offering - - - 144,994 Net borrowings on revolving credit facilities and short-term borrowings 72,077 13,711 17,881 26,059 Gross proceeds from issuance of term loans - - 250,000 - Proceeds from euro-denominated acquisition loan - - 19,602 - Principal payments on term loans (827) (74) (3,045) (54,443) Redemption of Key Components, Inc. 10.5% senior notes - - (82,800) Payments from early termination of interest rate swaps - (1,016) - (1,016) Debt issuance costs - (147) (2,300) (1,270) Net proceeds from Class A common stock offering - - 134,360 - Stock option exercises and other 500 737 2,056 1,566 --------- --------- --------- --------- Net cash provided by (used in) financing activities 71,750 (18,332) 335,754 34,993 Effect of exchange rate changes on cash (206) 45 144 257 --------- --------- --------- --------- Net increase in cash and cash equivalents 2,815 1,624 851 158 Cash and cash equivalents - beginning of period 4,069 3,127 6,033 4,593 --------- --------- --------- --------- Cash and cash equivalents - end of period $6,884 $4,751 $6,884 $4,751 ========= ========= ========= ========= (a) Includes the net of tax cash impact of 13% senior subordinated note redemptions of $6.0 and $14.4 million for the three and nine months ended May 31, 2004, respectively. ACTUANT CORPORATION SUPPLEMENTAL UNAUDITED DATA (US dollars, in thousands) FISCAL 2004 --------------------------------------------- Q1 Q2 Q3 Q4 TOTAL --------------------------------------------- SALES TOOLS & SUPPLIES SEGMENT $96,335 $103,554 $109,930 $106,298 $416,117 ENGINEERED SOLUTIONS SEGMENT 70,249 72,468 86,551 81,466 310,734 --------------------------------------------- TOTAL REPORTED SALES $166,584 $176,022 $196,481 $187,764 $726,851 ============================================= % SALES GROWTH TOOLS & SUPPLIES SEGMENT 4.7% 14.2% 20.3% 15.0% 13.5% ENGINEERED SOLUTIONS SEGMENT 25.8% 40.9% 55.1% 46.0% 41.9% TOTAL REPORTED SALES 12.7% 23.9% 33.5% 26.7% 24.2% OPERATING PROFIT TOOLS & SUPPLIES SEGMENT $14,361 $15,714 $17,546 $17,088 $64,709 ENGINEERED SOLUTIONS SEGMENT 8,775 7,257 11,415 11,216 38,663 CORPORATE / GENERAL (2,414) (2,799) (3,783) (4,037) (13,033) --------------------------------------------- TOTAL REPORTED RESULTS $20,722 $20,172 $25,178 $24,267 $90,339 ============================================= OPERATING PROFIT % TOOLS & SUPPLIES SEGMENT 14.9% 15.2% 16.0% 16.1% 15.6% ENGINEERED SOLUTIONS SEGMENT 12.5% 10.0% 13.2% 13.8% 12.4% TOTAL (INCLUDING CORPORATE) 12.4% 11.5% 12.8% 12.9% 12.4% EBITDA EXCLUDING SPECIAL ITEMS TOOLS & SUPPLIES SEGMENT $16,668 $17,511 $19,618 $19,378 $73,175 ENGINEERED SOLUTIONS SEGMENT 9,921 8,986 12,753 13,285 44,945 CORPORATE / GENERAL (2,386) (2,709) (3,632) (3,677) (12,404) --------------------------------------------- EBITDA EXCLUDING SPECIAL ITEMS 24,203 23,788 28,739 28,986 105,716 SPECIAL ITEMS (1) (15,069) (2,268) (9,940) (9,458) (36,735) --------------------------------------------- EBITDA (2) $9,134 $21,520 $18,799 $19,528 $68,981 ============================================= EBITDA % TOOLS & SUPPLIES SEGMENT 17.3% 16.9% 17.8% 18.2% 17.6% ENGINEERED SOLUTIONS SEGMENT 14.1% 12.4% 14.7% 16.3% 14.5% TOTAL EXCLUDING SPECIAL ITEMS (INCLUDING CORPORATE) 14.5% 13.5% 14.6% 15.4% 14.5% ACTUANT CORPORATION SUPPLEMENTAL UNAUDITED DATA (US dollars, in thousands) (continued) FISCAL 2005 ---------------------------------------------- Q1 Q2 Q3 Q4 TOTAL ---------------------------------------------- SALES TOOLS & SUPPLIES SEGMENT $112,537 $138,546 $158,211 $409,294 ENGINEERED SOLUTIONS SEGMENT 87,140 96,721 113,522 297,383 ---------------------------------------------- TOTAL REPORTED SALES $199,677 $235,267 $271,733 $- $706,677 ============================================== % SALES GROWTH TOOLS & SUPPLIES SEGMENT 16.8% 33.8% 43.9% ENGINEERED SOLUTIONS SEGMENT 24.0% 33.5% 31.2% TOTAL REPORTED SALES 19.9% 33.7% 38.3% OPERATING PROFIT TOOLS & SUPPLIES SEGMENT $17,718 $19,928 $22,245 $59,891 ENGINEERED SOLUTIONS SEGMENT 12,205 10,960 16,264 39,429 CORPORATE / GENERAL (2,644) (2,994) (3,472) (9,110) ---------------------------------------------- TOTAL REPORTED RESULTS $27,279 $27,894 $35,037 $- $90,210 ============================================== OPERATING PROFIT % TOOLS & SUPPLIES SEGMENT 15.7% 14.4% 14.1% 14.6% ENGINEERED SOLUTIONS SEGMENT 14.0% 11.3% 14.3% 13.3% TOTAL (INCLUDING CORPORATE) 13.7% 11.9% 12.9% 12.8% EBITDA EXCLUDING SPECIAL ITEMS TOOLS & SUPPLIES SEGMENT $19,487 $22,866 $25,940 $68,293 ENGINEERED SOLUTIONS SEGMENT 13,509 13,503 18,316 45,328 CORPORATE / GENERAL (400) (2,816) (3,206) (6,422) ---------------------------------------------- EBITDA EXCLUDING SPECIAL ITEMS 32,596 33,553 41,050 - 107,199 SPECIAL ITEMS (1) - - - - ---------------------------------------------- EBITDA (2) $32,596 $33,553 $41,050 $- $107,199 ============================================== EBITDA % TOOLS & SUPPLIES SEGMENT 17.3% 16.5% 16.4% 16.7% ENGINEERED SOLUTIONS SEGMENT 15.5% 14.0% 16.1% 15.2% TOTAL EXCLUDING SPECIAL ITEMS (INCLUDING CORPORATE) 16.3% 14.3% 15.1% 15.2% (1) First, third and fourth quarter 2004 special items represents charges related to the early redemption of debt. Second quarter 2004 special items represents the non-cash charge attributable to the write-off of remaining debt issuance costs associated with the senior secured credit facility that was replaced during February 2004. (2) EBITDA excludes discontinued operations. ACTUANT CORPORATION Reconciliation of GAAP measures to non-GAAP measures (In thousands, except per share amounts) FISCAL 2004 --------------------------------------------- Q1 Q2 Q3 Q4 TOTAL --------------------------------------------- NET EARNINGS EXCLUDING DISCONTINUED OPERATIONS AND SPECIAL ITEMS (1) NET EARNINGS (GAAP MEASURE) $293 $8,758 $7,466 $18,306 $34,823 DISCONTINUED OPERATIONS (NET OF TAX) - - - (10,933) (10,933) --------------------------------------------- NET EARNINGS FROM CONTINUING OPERATIONS 293 8,758 7,466 7,373 23,890 DEBT EXTINGUISHMENT COSTS (NET OF TAX) 9,795 1,479 6,791 7,084 25,149 --------------------------------------------- NET EARNINGS EXCLUDING SPECIAL ITEMS (NON-GAAP MEASURE) $10,088 $10,237 $14,257 $14,457 $49,039 ============================================= DILUTED EARNINGS PER SHARE EXCLUDING DISCONTINUED OPERATIONS AND SPECIAL ITEMS (1) NET EARNINGS (GAAP MEASURE) $0.01 $0.33 $0.29 $0.67 $1.32 DISCONTINUED OPERATIONS (NET OF TAX) - - - (0.39) (0.39) --------------------------------------------- NET EARNINGS FROM CONTINUING OPERATIONS 0.01 0.33 0.29 0.28 0.93 DEBT EXTINGUISHMENT COSTS (NET OF TAX) 0.40 0.05 0.24 0.25 0.91 --------------------------------------------- NET EARNINGS EXCLUDING SPECIAL ITEMS (NON-GAAP MEASURE) $0.41 $0.38 $0.53 $0.53 $1.84 ============================================= EBITDA EXCLUDING DISCONTINUED OPERATIONS AND SPECIAL ITEMS (2) NET EARNINGS (GAAP MEASURE) $293 $8,758 $7,466 $18,306 $34,823 DISCONTINUED OPERATIONS (NET OF TAX) - - - (10,933) (10,933) --------------------------------------------- NET EARNINGS FROM CONTINUING OPERATIONS 293 8,758 7,466 7,373 23,890 NET FINANCING COSTS 4,391 3,877 2,900 2,391 13,559 INCOME TAX EXPENSE 283 4,660 4,428 5,305 14,676 DEPRECIATION & AMORTIZATION 3,934 4,254 4,066 4,343 16,597 MINORITY INTEREST 233 (29) (61) 116 259 --------------------------------------------- EBITDA (NON-GAAP MEASURE) 9,134 21,520 18,799 19,528 68,981 SPECIAL ITEMS (3) 15,069 2,268 9,940 9,458 36,735 --------------------------------------------- EBITDA EXCLUDING SPECIAL ITEMS (NON-GAAP MEASURE) $24,203 $23,788 $28,739 $28,986 $105,716 ============================================= FISCAL 2005 --------------------------------------------- Q1 Q2 Q3 Q4 TOTAL --------------------------------------------- NET EARNINGS EXCLUDING DISCONTINUED OPERATIONS AND SPECIAL ITEMS (1) NET EARNINGS (GAAP MEASURE) $17,506 $15,819 $20,750 $54,075 DISCONTINUED OPERATIONS (NET OF TAX) - - - - --------------------------------------------- NET EARNINGS FROM CONTINUING OPERATIONS 17,506 15,819 20,750 - 54,075 DEBT EXTINGUISHMENT COSTS (NET OF TAX) - - - - --------------------------------------------- NET EARNINGS EXCLUDING SPECIAL ITEMS (NON-GAAP MEASURE) $17,506 $15,819 $20,750 $- $54,075 ============================================= DILUTED EARNINGS PER SHARE EXCLUDING DISCONTINUED OPERATIONS AND SPECIAL ITEMS (1) NET EARNINGS (GAAP MEASURE) $0.64 $0.54 $0.68 $1.85 DISCONTINUED OPERATIONS (NET OF TAX) - - - --------------------------------------------- NET EARNINGS FROM CONTINUING OPERATIONS 0.64 0.54 0.68 - 1.85 DEBT EXTINGUISHMENT COSTS (NET OF TAX) - - - --------------------------------------------- NET EARNINGS EXCLUDING SPECIAL ITEMS (NON-GAAP MEASURE) $0.64 $0.54 $0.68 $- $1.85 ============================================= EBITDA EXCLUDING DISCONTINUED OPERATIONS AND SPECIAL ITEMS (2) NET EARNINGS (GAAP MEASURE) $17,506 $15,819 $20,750 $54,075 DISCONTINUED OPERATIONS (NET OF TAX) - - - - --------------------------------------------- NET EARNINGS FROM CONTINUING OPERATIONS 17,506 15,819 20,750 - 54,075 NET FINANCING COSTS 1,938 3,907 4,936 10,781 INCOME TAX EXPENSE 9,110 8,357 9,150 26,617 DEPRECIATION & AMORTIZATION 4,098 5,699 6,448 16,245 MINORITY INTEREST (56) (229) (234) (519) --------------------------------------------- EBITDA (NON-GAAP MEASURE) 32,596 33,553 41,050 - 107,199 SPECIAL ITEMS (3) - - - - --------------------------------------------- EBITDA EXCLUDING SPECIAL ITEMS (NON-GAAP MEASURE) $32,596 $33,553 $41,050 $- $107,199 ============================================= (1) Net earnings and diluted earnings per share excluding discontinued operations and special items represent net earnings and diluted earnings per share per the Consolidated Statement of Earnings net of charges or credits for items that are not representative of the normal recurring operations of the current portfolio of Actuant companies. These items include results from discontinued operations and expenses recorded to extinguish debt entered into at the time of the spin-off. These measures should not be considered as an alternative to net earnings or diluted earnings per share as an indicator of the company's operating performance. However, this presentation is important to investors for understanding the operating results of the current portfolio of Actuant companies. (2) EBITDA represents net earnings before net financing costs, income tax expense, depreciation & amortization and minority interest. EBITDA excluding discontinued operations and special items is net of charges or credits that are not representative of the normal recurring operations of the current portfolio of Actuant companies. These special items include results from discontinued operations and expenses recorded to extinguish debt entered into at the time of the spin-off. EBITDA is not a calculation based upon generally accepted accounting principles (GAAP). The amounts included in the EBITDA calculation, however, are derived from amounts included in the Consolidated Statements of Earnings data. EBITDA should not be considered as an alternative to net earnings or operating profit as an indicator of the company's operating performance, or as an alternative to operating cash flows as a measure of liquidity. Actuant has presented EBITDA because it regularly reviews this as a measure of the company's ability to incur and service debt. In addition, EBITDA is used by many of our investors and lenders, and is presented as a convenience to them. However, the EBITDA measure presented may not always be comparable to similarly titled measures reported by other companies due to differences in the components of the calculation. (3) First, third and fourth quarter 2004 special items represents charges related to the early redemption of debt. Second quarter 2004 special items represents the non-cash charge attributable to the write-off of remaining debt issuance costs associated with the senior secured credit facility that was replaced during February 2004. CONTACT: Actuant Corporation Andrew Lampereur, 414-352-4160 -----END PRIVACY-ENHANCED MESSAGE-----