Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - ENERPAC TOOL GROUP CORP | d8k.htm |
| EX-99.1 - PRESS RELEASE - ENERPAC TOOL GROUP CORP | dex991.htm |
Exhibit 99.2
Actuant Corporation
Unaudited Pro Forma Balance Sheet
The following unaudited pro forma consolidated balance sheet has been prepared to reflect the February 28, 2011 sale of 100% of the outstanding stock of Heinrich Kopp GmbH and subsidiaries and certain assets of Kopp Benelux B.V. (collectively the “European Electrical business”), as described in Item 2.01 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on March 4, 2011.
The Unaudited Pro Forma Consolidated Balance Sheet as of November 30, 2010 is based on Actuant Corporation’s (Actuant’s) historical balance sheet at that date, and gives effect to the disposition transaction as if it had occurred on November 30, 2010. Actuant’s Consolidated Statement of Earnings for the years ended August 31, 2010, 2009 and 2008 and for the three months ended November 30, 2010, as included in its Form 10-K for the year ended August 31, 2010 and its Form 10-Q for the quarter ended November 30, 2010, respectively, present the results of operations of the European Electrical business as discontinued operations. Therefore, the divestiture does not impact previously reported earnings from continuing operations and pro forma statements of earnings have not been included in this Form 8-K.
The Unaudited Pro Forma Consolidated Balance Sheet includes specific assumptions and adjustments related to the sale of the European Electrical business. The adjustments are based upon presently available information and assumptions that management believes are reasonable under the circumstances as of the date of this filing. The Pro Forma Balance Sheet includes no assumptions regarding the use of proceeds, which are presented as additional cash and cash equivalents on the Unaudited Pro Forma Balance Sheet. Accordingly, the actual effect of the sale, due to this and other factors, including, but not limited to changes in foreign currency exchange rates and changes in balances of assets and liabilities of the European Electrical business, could differ significantly from the pro forma adjustments presented herein.
The Unaudited Pro Forma Consolidated Balance Sheet is presented for informational purposes only. It is not intended to represent or be indicative of the consolidated financial position that would have occurred had the sale been completed as of November 30, 2010, nor is it intended to be indicative of future results of operations or financial position. The Unaudited Pro Forma Consolidated Balance Sheet, including notes thereto, should be read in conjunction with the historical financial statements of the Company included in its Annual Report on Form 10-K for the year ended August 31, 2010 and the unaudited financial statements filed in its Quarterly Report on Form 10-Q for the three months ended November 30, 2010.
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Actuant Corporation
Pro Forma Consolidated Balance Sheet
November 30, 2010
(Unaudited)
(Dollars in thousands)
| As Reported |
Pro Forma Adjustments |
Pro Forma Adjusted |
||||||||||
| ASSETS |
||||||||||||
| Current assets |
||||||||||||
| Cash and cash equivalents |
$ | 44,210 | $ | 3,710 | (a) | $ | 47,920 | |||||
| Accounts receivable, net |
196,456 | — | 196,456 | |||||||||
| Inventories, net |
156,153 | — | 156,153 | |||||||||
| Deferred income taxes |
30,713 | — | 30,713 | |||||||||
| Prepaid expenses and other current assets |
15,992 | — | 15,992 | |||||||||
| Current assets of discontinued operations |
46,422 | (46,422 | )(b) | — | ||||||||
| Total current assets |
489,946 | (42,712 | ) | 447,234 | ||||||||
| Property, plant and equipment, net |
107,441 | — | 107,441 | |||||||||
| Goodwill |
708,868 | — | 708,868 | |||||||||
| Other intangible assets, net |
332,798 | — | 332,798 | |||||||||
| Other long-term assets |
10,091 | — | 10,091 | |||||||||
| Total assets |
$ | 1,649,144 | $ | (42,712 | ) | $ | 1,606,432 | |||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY |
||||||||||||
| Current liabilities |
||||||||||||
| Trade accounts payable |
$ | 131,283 | $ | — | $ | 131,283 | ||||||
| Accrued compensation and benefits |
36,362 | — | 36,362 | |||||||||
| Income taxes payable |
51,755 | — | 51,755 | |||||||||
| Other current liabilities |
69,190 | (4,513 | )(b) | 64,677 | ||||||||
| Current liabilities of discontinued operations |
38,733 | (38,733 | )(b) | — | ||||||||
| Total current liabilities |
327,323 | (43,246 | ) | 284,077 | ||||||||
| Long-term debt |
367,339 | — | 367,339 | |||||||||
| Deferred income taxes |
110,707 | — | 110,707 | |||||||||
| Pension and postretirement benefit accruals |
27,678 | — | 27,678 | |||||||||
| Other long-term liabilities |
32,355 | 9,595 | (c) | 41,950 | ||||||||
| Shareholders’ equity |
||||||||||||
| Capital stock |
13,679 | — | 13,679 | |||||||||
| Additional paid-in capital |
(166,773 | ) | — | (166,773 | ) | |||||||
| Accumulated other comprehensive loss |
(57,436 | ) | (3,686 | )(b) | (61,122 | ) | ||||||
| Stock held in trust |
(1,913 | ) | — | (1,913 | ) | |||||||
| Deferred compensation liability |
1,913 | — | 1,913 | |||||||||
| Retained earnings |
994,272 | (5,375 | )(d) | 988,897 | ||||||||
| Total shareholders’ equity |
783,742 | (9,061 | ) | 774,681 | ||||||||
| Total liabilities and shareholders’ equity |
$ | 1,649,144 | $ | (42,712 | ) | $ | 1,606,432 | |||||
See Notes to Pro Forma Consolidated Balance Sheet
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ACTUANT CORPORATION
Notes to the Unaudited Pro Forma Consolidated Balance Sheet
| (a) | Represents estimated sale proceeds less certain transaction costs, based on the euro exchange rate of $1.30 at November 30, 2010. |
| (b) | Reflects the elimination of the assets, liabilities and accumulated other comprehensive income amounts associated with the discontinued operations of the European Electrical business. |
| (c) | Represents a liability incurred in connection with the disposal transaction for future rental payments due under an operating lease of the divested European Electrical business. |
| (d) | Represents the recognition of a loss, based on the euro exchange rate of $1.30 at November 30, 2010, which would have been realized upon the disposition of the European Electrical business had the transaction closed on November 30, 2010. |
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