<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
Mark One
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarter ended November 30, 2000
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File No. 1-11288
APPLIED POWER INC.
-----------------
(Exact name of Registrant as specified in its charter)
Wisconsin 39-0168610
--------- ----------
(State of incorporation) (I.R.S. Employer Id. No.)
6100 NORTH BAKER ROAD
MILWAUKEE, WISCONSIN 53209
Mailing address: P.O. Box 325, Milwaukee, Wisconsin 53201
---------------------------------------------------------
(Address of principal executive offices)
(414) 352-4160
--------------
(Registrant's telephone number)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or such shorter period that the Registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
Yes X No _____
-----
The number of shares outstanding of the Registrant's Class A Common Stock as of
December 29, 2000 was 39,642,501.
<PAGE>
APPLIED POWER INC. (d/b/a ACTUANT CORPORATION)
Form 10-Q
For the quarter ended November 30, 2000
INDEX
<TABLE>
<CAPTION>
Page No.
-------
PART I - FINANCIAL INFORMATION
------------------------------
<S> <C>
Item 1 - Unaudited Condensed Consolidated Financial Statements
Condensed Consolidated Statements of Earnings -
Three Months Ended November 30, 2000 and 1999...................................... 3
Condensed Consolidated Balance Sheets-
November 30, 2000 and August 31, 2000.............................................. 4
Condensed Consolidated Statements of Cash Flows -
Three Months Ended November 30, 2000 and 1999...................................... 5
Notes to Condensed Consolidated Financial Statements.................................. 6-12
Item 2 - Management's Discussion and Analysis of Financial Condition
and Results of Operations............................................................. 13-17
Item 3 - Quantitative and Qualitative Disclosures about Market Risk.................................... 17-18
PART II - OTHER INFORMATION
---------------------------
Item 6 - Exhibits and Reports on Form 8-K.............................................................. 18
</TABLE>
SIGNATURE
---------
2
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements
-----------------------------
APPLIED POWER INC. (d/b/a ACTUANT CORPORATION)
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(In thousands, except per share amounts)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended November 30,
---------------------------------------
2000 1999
--------------- -----------------
<S> <C> <C>
Net Sales $ 117,520 $ 173,041
Cost of Products Sold 75,690 110,923
--------------- -----------------
Gross Profit 41,830 62,118
Engineering, Selling and Administrative Expenses 21,570 33,638
Amortization of Intangible Assets 1,499 1,979
Contract Termination Recovery -- (1,446)
--------------- -----------------
Operating Earnings 18,761 27,947
Other Expense (Income):
Net financing costs 12,971 10,450
Other-- net (1,462) (410)
--------------- -----------------
Earnings Before Income Tax Expense 7,252 17,907
Income Tax Expense 2,968 6,916
--------------- -----------------
Net Earnings from Continuing Operations 4,284 10,991
Earnings from Discontinued Operations, net of Income Taxes -- 12,691
--------------- -----------------
Net Earnings $ 4,284 $ 23,682
=============== =================
Basic Earnings Per Share:
Continuing Operations $ 0.11 $ 0.28
Discontinued Operations -- 0.33
=============== =================
Total $ 0.11 $ 0.61
=============== =================
Diluted Earnings Per Share:
Continuing Operations $ 0.10 $ 0.27
Discontinued Operations -- 0.32
=============== =================
Total $ 0.10 $ 0.59
=============== =================
Weighted Average Common Shares Outstanding:
Basic 39,636 38,992
Diluted 41,812 40,312
</TABLE>
See accompanying Notes to Condensed Consolidated Financial Statements
3
<PAGE>
APPLIED POWER INC. (d/b/a ACTUANT CORPORATION)
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share amounts)
<TABLE>
<CAPTION>
November 30, August 31,
2000 2000
----------------- --------------
(Unaudited)
ASSETS
<S> <C> <C>
Current Assets:
Cash and cash equivalents $ 3,152 $ 9,896
Net accounts receivable 83,784 83,553
Net inventories 66,263 67,599
Receivable from APW Ltd. -- 32,894
Prepaid expenses 5,024 5,230
Deferred income taxes 4,463 4,542
--------- ---------
Total Current Assets 162,686 203,714
Net Property, Plant and Equipment 48,569 49,168
Net Goodwill 115,367 116,348
Net Other Intangibles 20,456 21,040
Other Assets 28,598 26,711
--------- ---------
Total Assets $ 375,676 $ 416,981
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Short-term borrowings $ 633 $ 1,259
Trade accounts payable 40,537 43,455
Accrued compensation and benefits 13,383 16,365
Income taxes payable 15,140 39,852
Other current liabilities 22,975 25,312
--------- ---------
Total Current Liabilities 92,668 126,243
Long-Term Debt 421,097 431,215
Deferred Income Taxes 4,458 4,486
Other Deferred Liabilities 17,389 17,992
Shareholders' Equity (Deficit):
Class A common stock, $0.20 par value, authorized 80,000,000 shares,
issued and outstanding 39,642,501 and 39,614,551 shares, respectively 7,929 7,923
Additional paid-in capital (631,805) (632,050)
Accumulated other comprehensive loss (18,507) (16,991)
Retained earnings 482,447 478,163
--------- ---------
Total Shareholders' Equity (Deficit) (159,936) (162,955)
--------- ---------
Total Liabilities and Shareholders' Equity (Deficit) $ 375,676 $ 416,981
========= =========
</TABLE>
See accompanying Notes to Condensed Consolidated Financial Statements
4
<PAGE>
APPLIED POWER INC. (d/b/a ACTUANT CORPORATION)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended November 30,
--------------------------------------
2000 1999
-------------- -----------------
<S> <C> <C>
Operating Activities
--------------------
Net earnings from continuing operations $ 4,284 $ 10,991
Adjustments to reconcile net earnings to net cash
provided by operating activities:
Depreciation and amortization 4,193 5,968
Other non-cash items (863) --
Changes in operating assets and liabilities, excluding
the effects of business acquisitions:
Accounts receivable (1,017) (5,127)
Inventories 873 (3,912)
Prepaid expenses and other assets 237 (690)
Trade accounts payable (2,621) 187
Other accrued liabilities (6,667) (401)
Receivable from APW Ltd. 30,894 --
Income taxes payable (24,613) 11,291
-------------- ----------------
Cash provided by operating activities of continuing operations 4,700 18,307
Cash used in operating activities of discontinued operations -- (12,925)
-------------- ----------------
Total cash provided by operating activities 4,700 5,382
Investing Activities
--------------------
Proceeds from sale of property, plant and equipment -- 2,987
Additions to property, plant and equipment (1,761) (2,264)
Net investing activities of discontinued operations -- (11,247)
-------------- ----------------
Net cash used in investing activities (1,761) (10,524)
Financing Activities
--------------------
Net repayments on debt (9,900) (9,660)
Debt financing costs -- (88)
Decrease in receivables financing facility -- (10,813)
Dividends paid on common stock -- (585)
Proceeds from stock option exercises 251 371
Net financing activities of discontinued operations -- 20,813
-------------- ----------------
Net cash (used in) provided by financing activities (9,649) 38
Effect of exchange rate changes on cash (34) (107)
-------------- ----------------
Net (decrease) increase in cash and cash equivalents (6,744) (5,211)
Effect of change in cash of discontinued operations -- 6,031
Cash and cash equivalents - beginning of period 9,896 7,256
-------------- ----------------
Cash and cash equivalents - end of period $ 3,152 $ 8,076
============== ================
</TABLE>
See accompanying Notes to Condensed Consolidated Financial Statements
5
<PAGE>
APPLIED POWER INC. (d/b/a ACTUANT CORPORATION)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note A - Basis of Presentation
------------------------------
The accompanying unaudited condensed consolidated financial statements of
Applied Power Inc. d/b/a Actuant Corporation ("Applied Power," "Actuant," or the
"Company") have been prepared in accordance with generally accepted accounting
principles for interim financial reporting and with the instructions of Form 10-
Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. The condensed consolidated balance sheet data
as of August 31, 2000 was derived from audited financial statements, but does
not include all disclosures required by generally accepted accounting
principles. For additional information, refer to the consolidated financial
statements and footnotes thereto in the Company's fiscal 2000 Annual Report on
Form 10-K.
In the opinion of management, all adjustments considered necessary for a fair
presentation of financial results have been made. Such adjustments consist of
only those of a normal recurring nature. Operating results for the three months
ended November 30, 2000 are not necessarily indicative of the results that may
be expected for the entire fiscal year ending August 31, 2001.
Note B - Distribution and Discontinued Operations
-------------------------------------------------
On January 27, 2000, Applied Power's board of directors authorized various
actions intended to enable Applied Power to distribute its Electronics segment
("APW Ltd.") to its shareholders (the "Distribution"). In the July 2000
Distribution, Applied Power shareholders received, in the form of a special
dividend, one share of APW Ltd. common stock for each Applied Power common
share. As a result, APW Ltd. became a separately traded, publicly held company.
The Distribution was approved by the board of directors on July 7, 2000 and
shares of APW Ltd. were distributed to Applied Power shareholders of record at
July 21, 2000, effective July 31, 2000.
Accordingly, the Condensed Consolidated Statement of Earnings and the Condensed
Consolidated Statement of Cash Flows for the three months ended November 30,
1999 have been reclassified to reflect the Company's former Electronics segment
as a discontinued operation. Thus, the revenues, costs and expenses, and cash
flows of the former Electronics segment have been excluded from the respective
captions in the accompanying condensed consolidated financial statements. The
net operating results of the former Electronics segment have been reported, net
of applicable taxes, as "Earnings from Discontinued Operations, net of Income
Taxes." The net operating results of the discontinued operations include
financing costs related to the debt allocated to the Electronics segment.
Note C - Divestitures and Product Line Dispositions
---------------------------------------------------
During fiscal 2000, the Company divested several of its businesses and
discontinued certain product lines, which significantly impacts the
comparability of financial information presented. See "Management's Discussion
and Analysis of Financial Condition and Results of Operations" for further
discussion.
Note D - Earnings Per Share
---------------------------
The reconciliations between basic and diluted earnings per share are as follows
(in thousands, except per share amounts):
<TABLE>
<CAPTION>
Three Months Ended November 30,
November 30,
---------------------------------------
2000 1999
------------------ -----------------
<S> <C> <C>
Numerator:
Earnings from continuing operations $ 4,284 $ 10,991
Earnings from discontinued operations - 12,691
---------------- ----------------
Net earnings for basic and diluted earnings per share $ 4,284 $ 23,682
================ ================
Denominator:
Weighted average common shares outstanding for
basic earnings per share 39,636 38,992
Net effect of dilutive stock options based on the treasury stock
method using average market price 2,176 1,320
---------------- ----------------
Weighted average common and equivalent shares outstanding for
diluted earnings per share 41,812 40,312
================ ================
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
Three Months Ended November 30,
--------------------------------------
2000 1999
--------------------------------------
<S> <C> <C>
Basic Earnings Per Share:
Earnings from continuing operations $ 0.11 $ 0.28
Earnings from discontinued operations - 0.33
----------------- ----------------
Basic earnings per share $ 0.11 $ 0.61
================= ================
Diluted Earnings Per Share:
Earnings from continuing operations $ 0.10 $ 0.27
Earnings from discontinued operations - 0.32
----------------- ----------------
Diluted earnings per share $ 0.10 $ 0.59
================= ================
</TABLE>
Note E - Comprehensive Income
-----------------------------
The components of comprehensive income are as follows (in thousands):
<TABLE>
<CAPTION>
Three Months Ended November 30,
------------------------------------
2000 1999
---------------- --------------
<S> <C> <C>
Net earnings $ $4,284 $ 23,682
Foreign currency translation adjustments (1,516) 2,183
---------------- --------------
Comprehensive income $ 2,768 $ 25,865
================ ==============
</TABLE>
Note F - Net Inventories
------------------------
The nature of the Company's products is such that they generally have a very
short production cycle. Consequently, the amount of work-in-process at any point
in time is minimal. In addition, many parts or components are ultimately either
sold individually or assembled with other parts making a distinction between raw
materials and finished goods impractical to determine. Several other locations
maintain and manage their inventories using a job cost system where the
distinction of categories of inventory by state of completion is also not
available.
As a result of these factors, it is neither practical nor cost effective to
segregate the amounts of raw materials, work-in-process or finished goods
inventories at the respective balance sheet dates, as segregation would only be
possible as the result of physical inventories which are taken at dates
different from the balance sheet dates.
Note G - Segment Information
----------------------------
The Company is organized and managed along the lines of its two business
segments: Tools & Supplies and Engineered Solutions. Tools & Supplies products
include high-force hydraulic tools, electrical tools and consumables, which are
sold to end-user markets including general industrial, construction, production
automation, retail do-it-yourself ("DIY"), retail marine and retail automotive
aftermarkets. Engineered Solutions works with customers to provide customized
solutions in the recreational vehicle ("RV"), truck, automotive, medical, and
other markets. Products include RV slide-out and leveling systems, hydraulic
cab-tilt systems for heavy-duty trucks primarily sold in Europe and Asia,
electro-hydraulic automotive convertible top actuation systems and extruded and
molded silicone products for the medical market. "General corporate and other"
as indicated below primarily includes general corporate expenses, interest
expense on outside debt and foreign currency exchange adjustments.
The following table summarizes financial information by reportable segment (in
thousands):
<TABLE>
<CAPTION>
Three Months Ended November 30,
-------------------------------------
2000 1999
---------------- ----------------
<S> <C> <C>
Net Sales:
Tools & Supplies $ 69,773 $ 71,059
Engineered Solutions 47,747 101,982
---------------- ----------------
Total $ 117,520 $ 173,041
================ ================
Earnings Before Income Tax Expense:
Tools & Supplies $ 11,495 $ 10,902
Engineered Solutions 8,414 20,506
General corporate and other (12,657) (13,501)
---------------- ----------------
Total $ 7,252 $ 17,907
================ ================
</TABLE>
7
<PAGE>
Results for the three months ended November 30, 1999 for the Engineered
Solutions segment include a $1.4 million recovery related to the resolution of a
contract termination originally recorded in fiscal 1999.
Note H - Guarantor Condensed Financial Statements
-------------------------------------------------
In connection with the Distribution, Actuant issued 13% Senior Subordinated
Notes due 2009 (the "13% Notes"). Certain of the Company's U.S. subsidiaries
(the "Guarantors") are guarantors of the 13% Notes. The following tables present
the results of operations, financial position and cash flows of Applied Power
Inc. and its subsidiaries, the Guarantors and non-guarantor entities, and the
eliminations necessary to arrive at the information for the Company on a
condensed consolidated basis.
CONDENSED CONSOLIDATING STATEMENTS OF EARNINGS
<TABLE>
<CAPTION>
Three Months Ended November 30, 2000
---------------------------------------------------------------------
Applied Non
Power Inc. Guarantors Guarantors Eliminations Consolidated
----------- ---------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Net sales.......................................... $ 19,482 $ 58,226 $ 39,812 -- $ 117,520
Cost of products sold.............................. 11,886 38,265 25,539 -- 75,690
----------- ---------- ---------- ------------ ------------
Gross profit.................................. 7,596 19,961 14,273 -- 41,830
Operating expenses................................. 5,198 9,566 6,806 21,570
Amortization of intangible assets.................. 2 1,431 66 -- 1,499
----------- ---------- ---------- ------------ ------------
Operating earnings.......................... 2,396 8,964 7,401 -- 18,761
Other (income) expense:
Intercompany activity, net......................... (1,525) 817 708 -- --
Net financing costs................................ 12,852 -- 119 -- 12,971
Other (income) expense--net........................ (1,837) 4 371 -- (1,462)
----------- ---------- ---------- ------------ ------------
(Loss) Earnings before income tax (benefit)
expense..................................... (7,094) 8,143 6,203 -- 7,252
Income tax (benefit) expense....................... (3,051) 2,929 3,090 -- 2,968
----------- ---------- ---------- ------------ ------------
Net (loss) earnings................................ $ (4,043) $ 5,214 $ 3,113 -- $ 4,284
=========== ========== ========== ============ ============
<CAPTION>
Three Months Ended November 30, 1999
---------------------------------------------------------------------
Applied Non
Power Inc. Guarantors Guarantors Eliminations Consolidated
----------- ---------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Net sales.......................................... $ 20,378 $ 62,365 $ 90,298 -- $ 173,041
Cost of products sold.............................. 11,847 41,468 57,608 -- 110,923
----------- ---------- ---------- ------------ ------------
Gross profit.................................. 8,531 20,897 32,690 -- 62,118
Operating expenses................................. 5,684 9,380 17,128 32,192
Amortization of intangible assets.................. 2 1,473 504 -- 1,979
----------- ---------- ---------- ------------ ------------
Operating earnings.......................... 2,845 10,044 15,058 -- 27,947
Other (income) expense:
Intercompany activity, net.................. (45) (9,693) 1,200 8,538 --
Net financing costs......................... 8,286 1,706 458 -- 10,450
Other (income) expense--net................. (373) 13 (50) -- (410)
----------- ---------- ---------- ------------ ------------
(Loss) Earnings from continuing operations
before income tax (benefit) expense......... (5,023) 18,018 13,450 (8,538) 17,907
Income tax (benefit) expense....................... (2,366) 7,358 4,136 (2,212) 6,916
----------- ---------- ---------- ------------ ------------
(Loss) Earnings from continuing operations......... (2,657) 10,660 9,314 (6,326) 10,991
Earnings from discontinued operations.............. -- -- 12,691 -- 12,691
----------- ---------- ---------- ------------ ------------
Net (loss) earnings................................ $ (2,657) $ 10,660 $ 22,005 $ (6,326) $ 23,682
=========== ========== ========== ============ ============
</TABLE>
8
<PAGE>
CONDENSED CONSOLIDATING BALANCE SHEET
<TABLE>
<CAPTION>
November 30, 2000
-----------------------------------------------------------------------
Applied Non
Power Inc. Guarantors Guarantors Eliminations Consolidated
----------- ---------- ---------- ------------ -------------
<S> <C> <C> <C> <C> <C>
ASSETS
Current assets
Cash and cash equivalents...................... $ 699 $ 91 $ 2,362 -- $ 3,152
Net accounts receivable........................ 10,679 38,897 34,208 -- 83,784
Net inventories................................ 10,211 44,309 11,743 -- 66,263
Prepaid expenses............................... 1,529 624 2,871 -- 5,024
Deferred income taxes.......................... 3,165 6 1,292 -- 4,463
----------- --------- --------- -- ---------
Total current assets 26,283 83,927 52,476 -- 162,686
Net property, plant and equipment.................... 4,879 34,968 8,722 -- 48,569
Net goodwill......................................... -- 110,382 4,985 -- 115,367
Net other intangibles................................ 17 20,345 94 -- 20,456
Other assets......................................... 27,903 140 555 -- 28,598
----------- --------- --------- -- ---------
Total assets......................................... $ 59,082 $ 249,762 $ 66,832 -- $ 375,676
=========== ========= ========= == =========
LIABILITIES AND EQUITY
Current liabilities
Short-term borrowings.......................... $ -- $ -- $ 633 -- $ 633
Trade accounts payable......................... 5,650 20,836 14,051 -- 40,537
Accrued compensation and benefits.............. 5,424 3,476 4,483 -- 13,383
Income taxes payable........................... 8,627 2,659 3,854 -- 15,140
Other current liabilities...................... 6,664 7,991 8,320 -- 22,975
----------- --------- --------- -- ---------
Total current liabilities................... 26,365 34,962 31,341 -- 92,668
Long-term debt....................................... 407,475 540 13,082 -- 421,097
Deferred income taxes................................ 2,969 (741) 2,230 -- 4,458
Other deferred liabilities........................... 17,480 (463) 372 -- 17,389
Intercompany balances, net........................... 667,016 (13,324) (653,692) -- --
Total shareholders' (deficit) equity................. (1,062,223) 228,788 673,499 -- (159,936)
----------- --------- --------- -- ---------
Total liabilities and shareholders' equity
(deficit)...................................... $ 59,082 $ 249,762 $ 66,832 -- $ 375,676
=========== ========= ========= == =========
</TABLE>
9
<PAGE>
CONDENSED CONSOLIDATING BALANCE SHEET
<TABLE>
<CAPTION>
August 31, 2000
------------------------------------------------------------------------
Applied Non
Power Inc. Guarantors Guarantors Eliminations Consolidated
------------ ---------- ---------- ------------ -------------
<S> <C> <C> <C> <C> <C>
ASSETS
Current assets
Cash and cash equivalents...................... $ 5,076 $ 721 $ 4,099 -- $ 9,896
Net accounts receivable........................ 13,837 36,870 32,846 -- 83,553
Net inventories ............................... 10,528 45,317 11,754 -- 67,599
Receivable from APW Ltd........................ 32,894 -- -- -- 32,894
Prepaid expenses............................... 699 567 3,964 -- 5,230
Deferred income taxes.......................... 3,965 6 571 -- 4,542
----------- -------- --------- ---------
Total current assets......................... 66,999 83,481 53,234 -- 203,714
Net property, plant and equipment.................... 5,010 35,473 8,685 -- 49,168
Net goodwill......................................... -- 111,246 5,102 -- 116,348
Net other intangibles ............................... 19 20,911 110 -- 21,040
Other assets......................................... 26,098 133 480 -- 26,711
----------- -------- --------- -- ---------
Total assets......................................... $ 98,126 $251,244 $ 67,611 -- $ 416,981
=========== ======== ========= =========
LIABILITIES AND EQUITY
Current liabilities
Short-term borrowings.......................... $ -- $ -- $ 1,259 -- $ 1,259
Trade accounts payable......................... 6,602 25,210 11,643 -- 43,455
Accrued compensation and benefits.............. 7,405 4,164 4,796 -- 16,365
Income taxes payable........................... (23,518) 30,660 32,710 -- 39,852
Other current liabilities...................... 7,671 8,534 9,107 -- 25,312
----------- -------- --------- ---------
Total current liabilities.................... (1,840) 68,568 59,515 -- 126,243
Long-term debt....................................... 430,675 540 -- -- 431,215
Deferred income taxes................................ 5,769 (741) (542) -- 4,486
Other deferred liabilities........................... 17,818 (462) 636 -- 17,992
Intercompany balances, net........................... 687,060 (51,241) (635,819) -- --
Total shareholders' (deficit) equity................. (1,041,356) 234,580 643,821 -- (162,955)
----------- -------- --------- -- ---------
Total liabilities and shareholders' equity
(deficit)...................................... $ 98,126 $251,244 $ 67,611 -- $ 416,981
=========== ======== ========= =========
</TABLE>
10
<PAGE>
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
Three Months Ended November 30, 2000
-----------------------------------------------------------------
Applied Non
---
Power Inc. Guarantors Guarantors Eliminations Consolidated
---------- ---------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Operating activities
Net (Loss) Earnings $ (4,043) $ 5,214 $ 3,113 -- $ 4,284
Adjustments to reconcile net (loss) earnings to cash
provided by operating activities:
Depreciation and amortization 516 3,026 651 -- 4,193
Other non-cash items (863) -- -- -- (863)
Changes in operating assets and liabilities - net 61,601 (34,690) (29,825) -- (2,914)
--------- ---------- ---------- ---------- ------------
Cash provided by (used in) operating activities 57,211 (26,450) (26,061) 4,700
Investing activities
Additions to property, plant and equipment (223) (919) (619) -- (1,761)
--------- ---------- ---------- ---------- ------------
Cash used in investing activities (223) (919) (619) (1,761)
Financing activities
Net principal repayments on long-term debt (9,900) -- -- -- (9,900)
Stock option exercises and other 251 -- -- -- 251
Intercompany (receivables) payables (51,716) 26,739 24,977 -- --
--------- ---------- ---------- ---------- ------------
Cash (used in) provided by financing activities (61,365) 26,739 24,977 -- (9,649)
Effect of exchange rate changes on cash -- -- (34) -- (34)
--------- ---------- ---------- ---------- ------------
Net decrease in cash and cash equivalents (4,377) (630) (1,737) -- (6,744)
Cash and cash equivalents--beginning of period 5,076 721 4,099 9,896
--------- ---------- ---------- ---------- ------------
Cash and cash equivalents--end of period $ 699 $ 91 $ 2,362 -- $ 3,152
========= ========== ========== ========== ============
</TABLE>
11
<PAGE>
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
Three Months Ended November 30, 1999
------------------------------------------------------------------
Applied Non
---
Power Inc. Guarantors Guarantors Eliminations Consolidated
---------- ---------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Operating activities
(Loss) Earnings from continuing operations $ (2,657) $ 10,660 $ 9,314 $ (6,326) $ 10,991
Adjustments to reconcile (loss) earnings from continuing
operations to cash provided by operating activities of
continuing operations:
Depreciation and amortization 853 2,950 2,165 -- 5,968
Changes in operating assets and liabilities - net 17,434 (2,181) (20,231) 6,326 1,348
---------- ---------- ---------- ------------ ------------
Cash provided by (used in) operating activities of
continuing operations 15,630 11,429 (8,752) -- 18,307
Discontinued operations -- -- (12,925) -- (12,925)
---------- ---------- ---------- ------------ ------------
Total cash provided by (used in) operating activities 15,630 11,429 (21,677) -- 5,382
Investing activities
Proceeds from sale of property, plant and equipment -- -- 2,987 -- 2,987
Additions to property, plant and equipment (228) (1,750) (286) -- (2,264)
Discontinued operations -- -- (11,247) -- (11,247)
---------- ---------- ---------- ------------ ------------
Cash used in investing activities (228) (1,750) (8,546) (10,524)
Financing activities
Net principal repayments on long-term debt (9,660) -- -- -- (9,660)
Debt financing costs (88) -- -- -- (88)
Additions to (decreases in) receivables financing
facility 1,059 (549) (11,323) -- (10,813)
Dividends paid on common stock (585) -- -- -- (585)
Stock option exercises and other 371 -- -- -- 371
Intercompany (receivables) payables (8,685) (10,596) 19,281 -- --
Discontinued operations -- -- 20,813 -- 20,813
---------- ---------- ---------- ------------ ------------
Cash (used in) provided by financing activities (17,588) (11,145) 28,771 -- 38
Effect of exchange rate changes on cash -- -- (107) -- (107)
---------- ---------- ---------- ------------ ------------
Net (decrease) increase in cash and cash equivalents (2,186) (1,466) (1,559) -- (5,211)
Effect of change in cash of discontinued operations -- -- 6,031 -- 6,031
Cash and cash equivalents--beginning of period (734) (591) 8,581 -- 7,256
---------- ---------- ---------- ------------ ------------
Cash and cash equivalents--end of period $ (2,920) $ (2,057) $ 13,053 $ -- $ $ 8,076
========== ========== ========== ============ ============
</TABLE>
12
<PAGE>
Item 2 - Management's Discussion and Analysis of Financial Condition and Results
--------------------------------------------------------------------------------
of Operations
-------------
Certain statements contained in the following Management's Discussion and
Analysis of Financial Condition and Results of Operations, as well as statements
in other Company communications, which are not historical facts, are
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995 that involve risks and uncertainties. The terms
"anticipate," "believe," "estimate," "expect," "objective," "plan," "project"
and similar expressions are intended to identify forward-looking statements.
Such forward-looking statements are subject to inherent risks and uncertainties
that may cause actual results or events to differ materially from those
contemplated by such forward-looking statements. In addition to the assumptions
and other factors referred to specifically in connection with such statements,
factors that may cause actual results or events to differ materially from those
contemplated by such forward-looking statements include, without limitation,
general economic conditions and market conditions in the recreational vehicle,
trucking, automotive, industrial production, and construction industries in
North America, Europe and, to a lesser extent, Asia, market acceptance of
existing and new products, successful integration of acquisitions, competitive
pricing, foreign currency risk, interest rate risk, the Company's ability to
access capital markets, the high debt leverage of the Company which results in
less financial flexibility in terms of debt covenants and debt availability, and
other factors that may be referred to in the Company's reports filed with the
Securities and Exchange Commission from time to time.
The Distribution
----------------
On January 27, 2000, Applied Power's board of directors authorized various
actions intended to position Applied Power to spin-off the Electronics Segment
("APW Ltd") to its shareholders (the "Distribution") in the form of a special
dividend. On July 7, 2000, Applied Power's board of directors approved the
Distribution. The Distribution occurred on July 31, 2000 with shareholders of
Applied Power common stock as of the July 21, 2000 record date receiving one
share of APW Ltd. common stock for every Applied Power share owned. Applied
Power now trades separately on The New York Stock Exchange ("NYSE") under the
ticker symbol "ATU." APW Ltd. trades on the NYSE under the ticker symbol "APW."
Divestitures
------------
During the past year, we divested several businesses and discontinued certain
product lines that were no longer considered integral to our business strategy,
collectively referred to as the Non-continuing Businesses. The following table
summarizes the significant divestitures that were completed over the last year:
<TABLE>
<CAPTION>
Approximate
Segment Date Annual Sales (1)
------- ---- ----------------
(in millions)
<S> <C> <C> <C>
Divestitures:
Norelem Tools & Supplies August 2000 $ 8
Barry Controls Engineered Solutions June 2000 120
Air Cargo Engineered Solutions May 2000 22
Samuel Groves Engineered Solutions October 1999 9
</TABLE>
--------
(1) At time of transaction.
The comparability of operating results from period to period is impacted by
these Non-continuing Businesses. The following tables included in "-Results of
Operations" show the effect, by segment, of the non-continuing businesses on
reported results.
Results of Operations
---------------------
Net earnings for the first quarter of fiscal 2001 were $4.3 million, or $0.10
per share on a diluted basis, compared with $23.7 million, or $0.59 per share on
a diluted basis, for the comparable prior year quarter. Prior year first quarter
net earnings, pro forma for the Distribution, the removal of operating results
of the Non-continuing Businesses, a one-time contract cancellation recovery, and
our current capitalization were $5.4 million, or $0.13 per share on a diluted
basis. This 20% decrease for the first quarter was primarily attributable to
economic weakening in a few of our key markets, most notably the recreational
vehicle ("RV") market.
13
<PAGE>
<TABLE>
<CAPTION>
NET SALES BY SEGMENT Three Months Ended November 30,
-------------------------------
2000 1999 Change
------------- ------------- ----------
(in thousands)
<S> <C> <C> <C>
Tools & Supplies $ 69,773 $ 71,059 (1.8)%
Less: Non-continuing T&S Businesses (1) - 4,396
------------- -------------
Adjusted Tools & Supplies 69,773 66,663 4.7%
Engineered Solutions 47,747 101,982 (53.2)%
Less: Non-continuing ES Businesses (2) - 41,221
------------- -------------
Adjusted Engineered Solutions 47,747 60,761 (21.4)%
Total net sales 117,520 173,041 (32.1)%
Less: Non-continuing Businesses - 45,617
------------- -------------
Total adjusted net sales $117,520 $127,424 (7.8)%
============= =============
</TABLE>
--------
(1) The "Non-continuing T&S Businesses" are Norelem, Enerpac's automotive line
of business and Gardner Bender's TAM product line.
(2) The "Non-continuing ES Businesses" are Barry Controls, Air Cargo, Samuel
Groves and Magnets.
Total net sales decreased by $55.5 million, or 32.1%, from $173.0 million for
the three months ended November 30, 1999 to $117.5 million for the three months
ended November 30, 2000. Approximately $45.6 million of the decrease was
attributable to Non-continuing Businesses. The strengthening U.S. dollar further
negatively impacted translated sales of our foreign units by approximately $6.4
million. Excluding foreign currency translation, adjusted net sales declined 3%.
The remaining decline was due to the softening experienced in some of our key
markets, mostly the RV market.
Net sales for Tools & Supplies decreased by $1.3 million or 1.8% from $71.1
million for the prior fiscal year first quarter to $69.8 million for the current
fiscal year first quarter. Excluding the effect of the Non-continuing T&S
Businesses and unfavorable currency translation, this segment's sales increased
approximately 8%. This increase primarily reflects gains in hydraulic tool
market shares, particularly in the European and Asian regions, and a 10%
increase in sales of electrical tools and consumables. The prior year first
quarter for Tools & Supplies was also negatively impacted by a system conversion
within the Gardner Bender business which caused some delays in shipping customer
orders. Such system conversion issues were resolved in the second fiscal quarter
of 2000, and all backlog at such time was current.
Engineered Solutions net sales decreased by $54.2 million or 53.2% from $102.0
million in the first quarter of last fiscal year to $47.7 million for the first
quarter of the current fiscal year. Approximately $41.2 million of the decline
was attributable to the Non-continuing ES Businesses, while the remainder was
due to foreign currency translation and softening markets. Net sales for
Engineered Solutions, excluding the Non-continuing ES Businesses, decreased by
$13.0 million or 21.4%, from $60.8 million for the three months ended November
30, 1999 to $47.7 million for the comparable current year period. This segment's
sales were negatively impacted by approximately $4.2 million due to the stronger
U.S. dollar in translation. Additionally, the RV market showed significant
weakening over the prior year's first quarter due to reduced demand from RV
OEMs, resulting in a $5.5 million, or 33%, decline in sales into the RV market.
The remaining decrease is primarily attributable to the automotive convertible
top product line, which was anticipated to have a slower quarter due to the
timing in the changeover of certain customer programs.
<TABLE>
<CAPTION>
GROSS PROFIT BY SEGMENT Three Months Ended November 30,
-------------------------------
2000 1999 Change
-------------- -------------- ----------
(in thousands)
<S> <C> <C> <C>
Tools & Supplies $ 28,165 $ 28,091 0.3%
Less: Non-continuing T&S Businesses - 1,530
-------------- --------------
Adjusted Tools & Supplies 28,165 26,561 6.0%
Engineered Solutions 13,665 34,027 (59.8)%
Less: Non-continuing ES Businesses - 15,908
-------------- --------------
Adjusted Engineered Solutions 13,665 18,119 (24.6)%
Total gross profit 41,830 62,118 (32.7)%
Less: Non-continuing Businesses - 17,438
-------------- --------------
Total adjusted gross profit $ 41,830 $ 44,680 (6.4)%
============== ==============
</TABLE>
14
<PAGE>
GROSS PROFIT MARGINS BY SEGMENT Three Months Ended November 30,
-------------------------------
2000 1999
---------- ----------
Tools & Supplies 40.4% 39.5%
Adjusted Tools & Supplies 40.4% 39.8%
Engineered Solutions 28.6% 33.4%
Adjusted Engineered Solutions 28.6% 29.8%
Total gross profit margin 35.6% 35.9%
Total adjusted gross profit margin 35.6% 35.1%
Total gross profit for the first quarter of the current fiscal year was $41.8
million, a $20.3 million decline from the $62.1 million reported in the first
quarter of the prior fiscal year. Approximately $17.4 million of this decline
was attributable to the Non-continuing Businesses. Total adjusted gross profit
decreased $2.9 million, or 6.4%, due to the comparable sales decline. Total
adjusted gross profit margin improved to 35.6% for the three months ended
November 30, 2000 from 35.1% for the comparable prior year period. This increase
was generated primarily by the Tools & Supplies segment.
Tools & Supplies' modest gross profit increase of $0.1 million, from $28.1
million to $28.2 million for the three months ended November 30, 1999 and 2000,
respectively, was obtained despite a reduction due to the Non-continuing T&S
Businesses of $1.5 million. As a result, adjusted gross profit in Tools &
Supplies increased $1.6 million, which resulted from incremental sales and
improved margins. Tools & Supplies' gross profit margin expanded to 40.4% from
39.8% in the prior year, resulting from the elimination of low-profit margin and
unprofitable SKUs, the closure of one manufacturing location and two small
warehouses, and the impact of increased production over certain fixed
manufacturing costs.
Engineered Solutions gross profit decreased from $34.0 million for the three
months ended November 30, 1999 to $13.7 million for the comparable current year
period due primarily to the divested businesses, which accounted for $15.9
million of the decrease. Adjusted Engineered Solutions' gross profit declined
24.6% to $13.7 million for the three months ended November 30, 2000 from $18.1
million for the three months ended November 30, 1999. The sales declines in the
RV and automotive markets caused the majority of this decrease. Adjusted gross
profit margins within this segment were also negatively impacted by the sales
declines, reflecting lower production levels over the fixed manufacturing costs
of our RV plants.
ENGINEERING, SELLING AND ADMINISTRATIVE EXPENSES BY SEGMENT
<TABLE>
<CAPTION>
-----------------------------------
Three Months Ended November 30,
-----------------------------------
2000 1999 Change
---------------- ---------------- ----------
(in thousands)
<S> <C> <C> <C>
Tools & Supplies $ 15,805 $ 16,258 (2.8)%
Less: Non-continuing T&S Businesses - 1,118
---------------- ----------------
Adjusted Tools & Supplies 15,805 15,140 4.4%
Engineered Solutions 4,618 13,916 (66.8)%
Less: Non-continuing ES Businesses - 9,623
---------------- ----------------
Adjusted Engineered Solutions 4,618 4,293 7.6%
General corporate expenses 1,147 3,464 (66.9)%
Total engineering, selling and administrative expenses 21,570 33,638 (35.9)%
Less: Non-continuing Businesses - 10,741
---------------- ----------------
Total adjusted engineering, selling and administrative $ 21,570 $ 22,897 (5.8)%
expenses ================ ================
</TABLE>
Total engineering, selling and administrative ("ESA") expenses decreased $12.1
million from $33.6 million for the three months ended November 30, 1999 to $21.6
million for the three months ended November 30, 2000. The Non-continuing
Businesses accounted for $10.7 million in ESA expenses during the first quarter
of fiscal 2000. Fiscal 2001 first quarter total adjusted ESA expenses were 5.8%
percent lower than that reported in the first quarter of fiscal 2000. This
reduction in
15
<PAGE>
corporate expenses included all costs to support both the former Industrial and
Electronics businesses, and after the Distribution, the Company was able to
streamline expenses. As a percentage of sales, total adjusted ESA expenses held
relatively steady at 18.4%, compared to 18.0% in the prior year quarter.
Tools & Supplies ESA expenses decreased $0.5 million, from $16.3 million for the
three months ended November 30, 1999, and ended the first quarter of fiscal 2001
at $15.8 million. A total of $1.1 million was associated with the Non-continuing
T&S Businesses. The marginal increase in adjusted Tools & Supplies ESA expenses
from $15.1 million for the three months ended November 30, 1999 to $15.8 million
for the three months ended November 30, 2000 reflects incremental costs
associated with higher sales volumes as well as costs attributable to the new
computer system in 2001.
Engineered Solutions ESA expenses decreased from $13.9 million for the first
quarter of fiscal 1999 to $4.6 million for the first quarter of fiscal 2000. The
Non-continuing ES Businesses accounted for $9.6 million in reductions. Adjusted
Engineered Solutions ESA expenses increased 7.6% to $4.6 million for the three
months ended November 30, 2000 from $4.3 million for the comparable prior year
quarter. This increase is primarily attributable to increased engineering and
selling expenses associated with securing new RV and convertible top platforms
within the Power Packer and Power Gear businesses.
General corporate expenses for the three month period ended November 30, 1999
include all of the general corporate expenses incurred by Applied Power Inc. for
that period, supporting both the former Industrial and Electronics business
segments. No portion of such expenses has been allocated to the discontinued
operation's financial results, which are included in the Condensed Consolidated
Statement of Earnings for that period. General corporate expenses for the
three-month period ended November 30, 2000 reflect only those expenses incurred
to support the Company after the Distribution. Management believes general
corporate expenses will approximate $5.0 million for the fiscal year 2001.
AMORTIZATION EXPENSE
Amortization expense for the first quarter of fiscal 2001 was $1.5 million
compared with $2.0 million for the comparable prior year period. This decrease
was due to the Non-continuing Businesses, which accounted for $0.5 million of
the prior year total.
CONTRACT TERMINATION RECOVERY
During the first quarter of fiscal 2000, the Company recovered approximately
$1.4 million, a portion of a contract termination charge originally recorded in
fiscal 1999 by the Engineered Solutions segment.
NET FINANCING COSTS
Net financing costs for the three months ended November 30, 2000 increased $2.5
million from $10.5 million for the three months ended November 30, 1999 to $13.0
million for the three months ended November 30, 2000. The increase is primarily
the result of the realignment of debt in the Distribution. The current credit
facilities have higher interest rates than had been incurred by the Company
historically. The new borrowings consist of those under a senior secured credit
agreement (the "Senior Credit Agreement") and new Senior Subordinated Notes
issued at 13%.
OTHER-NET
Other-net income increased to $1.5 million for the three months ended November
30, 2000 from $0.4 million in the comparable prior year period due primarily to
foreign currency gains recorded during the first quarter of fiscal 2001.
Liquidity and Capital Resources
-------------------------------
Cash and cash equivalents totaled $3.2 million at November 30, 2000 and $9.9
million at August 31, 2000. In order to minimize net financing costs, the
Company intentionally maintains low cash balances by using available cash to
reduce borrowings.
Net cash generated from operations, after considering non-cash items and changes
in operating assets and liabilities, totaled $4.7 million and $5.4 million for
the three month periods ended November 30, 2000 and 1999, respectively. Net cash
used in investing activities totaled $1.8 million for the first quarter of
fiscal 2001, all representing cash used for capital expenditures. During the
first quarter of fiscal 2001, the Company reduced its book cash balance, and
used the cash generated from operations and the cash liquidated from foreign
bank accounts to make principal repayments on debt of $9.9 million. In addition,
the Company received $0.3 million in proceeds from stock option exercises.
16
<PAGE>
TOTAL CAPITALIZATION November 30, 2000 August 31, 2000
----------------- ----------------
(in thousands)
Shareholders' Equity $ (159,936) (60)% $ (162,955) (60)%
Total Debt 421,730 158% 432,474 158%
Deferred Taxes 4,458 2% 4,486 2%
----------------- ----------------
Total $ 266,252 100% $ 274,005 100%
================== ================
During the first quarter of fiscal 2001, a European subsidiary of the Company
completed a bank term loan financing of 15.0 million EURO. Amortization of the
loan begins on January 31, 2003 with semi-annual repayments thereafter and a
final maturity of July 31, 2007. The loan interest rate is based on three month
EURIBOR with a spread of 1.10%. Proceeds from the borrowing were used to prepay
15.0 million EURO of the Term A Euro denominated borrowings under the Company's
Senior Credit Agreement, which carried a higher rate of interest.
No dividend payments were made during the first quarter of fiscal 2001, nor does
the Company expect to pay dividends in the near future, but rather use cash flow
from operations to reduce its debt. At November 30, 2000, the Company had
approximately $68.0 million of availability under its credit facilities. The
Company believes that availability under its credit facilities, plus funds
generated from operations, will be adequate to meet operating, debt service and
capital expenditure requirements for the foreseeable future.
New Accounting Pronouncements
-----------------------------
In December 1999, the Securities and Exchange Commission ("SEC") released Staff
Accounting Bulletin No. 101 ("SAB 101"), "Revenue Recognition in Financial
Statements." This bulletin summarizes certain views of the SEC staff on applying
generally accepted accounting principles to revenue recognition in financial
statements. The SEC staff expressed its view that revenue is realized or
realizable and earned when all of the following criteria are met: persuasive
evidence of an arrangement exists; delivery has occurred or services have been
rendered; the seller's price to the buyer is fixed or determinable; and
collectability is reasonably assured. The Company expects that SAB 101 will not
have a material effect on its financial statements.
Recent Events
-------------
The Company's annual meeting of shareholders will be held on Tuesday, January 9,
2001. At the meeting, shareholders will be voting on proposals to 1) elect a
board of seven directors, 2) adopt the Actuant Corporation 2001 Stock Plan, 3)
adopt the Actuant Corporation 2001 Outside Directors' Stock Option Plan, 4)
approve a change in the name of the Company from Applied Power Inc. to Actuant
Corporation, 5) approve proposed Articles of Amendment to effect a five-for-one
reverse stock split, 6) approve proposed Articles of Amendment to reduce the
authorized common stock of Actuant Corporation, if the reverse stock split is
approved, and 7) vote on a proposal submitted by a shareholder. For further
information regarding business to be conducted at the meeting, see the Company's
2001 Proxy Statement.
Effective September 1, 2000, the Company adopted Statement of Financial
Accounting Standard No. 133, 'Accounting for Derivative Instruments and Hedging
Activities' ('SFAS No. 133'). This statement requires all derivative instruments
to be recorded in the balance sheet at fair value. The initial adoption of this
statement did not have a material effect on the Companies earnings or financial
position.
Item 3 - Quantitative and Qualitative Disclosures about Market Risk
-------------------------------------------------------------------
The Company is exposed to market risk from changes in foreign exchange and
interest rates and, to a lesser extent, commodities. To reduce such risks, the
Company selectively uses financial instruments. All hedging transactions are
authorized and executed pursuant to clearly defined policies and procedures,
which strictly prohibit the use of financial instruments for trading purposes.
A discussion of the Company's accounting policies for derivative financial
instruments is included in the Company's Annual Report on Form 10-K for the
fiscal year ended August 31, 2000 within Note A - 'Summary of Significant
Accounting Policies' in Notes to Consolidated Financial Statements.
Currency Risk - The Company has significant international operations. In most
-------------
instances, the Company's products are produced at manufacturing facilities
located near the customer. As a result, significant volumes of finished goods
are manufactured in countries for sale into those markets. For goods purchased
from other Company affiliates, the Company denominates the transaction in the
functional currency of the producing operation.
The Company has adopted the following guidelines to manage its foreign exchange
exposures:
(i) increase the predictability of costs associated with goods whose purchase
price is not denominated in the functional currency of the buyer;
(ii) minimize the cost of hedging through the use of naturally offsetting
positions (borrowing in local currency), netting, pooling; and
(iii) where possible, sell product in the functional currency of the producing
operation.
The Company's identifiable foreign exchange exposures result primarily from the
anticipated purchase of product from affiliates and third-party suppliers along
with the repayment of intercompany loans with foreign subsidiaries denominated
in foreign currencies. The Company periodically identifies naturally occurring
offsetting positions and then purchases hedging instruments to protect against
anticipated exposures. The Company's financial position is not materially
sensitive to fluctuations in exchange rates as any gains or losses on foreign
currency exposures are generally offset by gains and
17
<PAGE>
losses on underlying payables, receivables and net investments in foreign
subsidiaries.
Interest Rate Risk - Given our leverage, we are exposed to interest rate risk
------------------
from changes in interest rates. We have periodically utilized interest rate swap
agreements historically to manage overall financing costs and interest rate
risk. We had no such agreements in place either at November 30, 2000 or through
the date of this filing. Our Senior Credit Agreement stipulates that the lower
of 50% of our total debt or $200.0 million be fixed interest rate obligations.
We are in compliance with this requirement.
PART II - OTHER INFORMATION
Item 6 - Exhibits and Reports on Form 8-K
-----------------------------------------
(a) Exhibits
See "Index to Exhibits" on page 20, which is incorporated herein by
reference.
(b) Reports on Form 8-K
The Company filed no reports on Form 8-K during the quarter ended
November 30, 2000.
18
<PAGE>
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 thereunto duly authorized.
APPLIED POWER INC.
------------------
(Registrant)
Date: January 5, 2001 By: /s/ Andrew G. Lampereur
-------------------------
Andrew G. Lampereur
Chief Financial Officer
(Principal Financial and
Accounting Officer and duly
authorized to sign on behalf
of the registrant)
19
<PAGE>
APPLIED POWER INC. (d/b/a ACTUANT CORPORATION)
(the "Registrant")
(Commission File No. 1-11288)
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED NOVEMBER 30, 2000
INDEX TO EXHIBITS
Incorporated Herein Filed
Exhibit Description By Reference To Herewith
--------- --------------------- ----------------------- ------------
None
20
