| Guarantor Subsidiaries |
Note 16. Guarantor Subsidiaries As discussed in Note 8, “Debt” on April 16, 2012, Actuant Corporation (the “Parent”) issued $300.0 million of 5.625% Senior Notes, of which $287.6 million remained outstanding as of November 30, 2019. Certain material, domestic wholly owned subsidiaries (the “Guarantors”) fully and unconditionally guarantee the 5.625% Senior Notes on a joint and several basis. There are no significant restrictions on the ability of the Guarantors to make distributions to the Parent. Certain assets, liabilities and expenses have not been allocated to the Guarantors and the subsidiaries that do not guarantee the 5.625% Senior Notes (the "non-Guarantors") and therefore are included in the Parent column in the accompanying condensed consolidating financial statements. These items are of a corporate or consolidated nature and include, but are not limited to, tax provisions and related assets and liabilities, certain employee benefit obligations, prepaid and accrued insurance and corporate indebtedness. Intercompany activity primarily includes loan activity, purchases and sales of goods or services, investments and dividends. Intercompany balances also reflect certain non-cash transactions including transfers of assets and liabilities between the Parent, Guarantor and non-Guarantor, allocation of non-cash expenses from the Parent to the Guarantors and non-Guarantors, non-cash intercompany dividends and the impact of foreign currency rate changes. The following tables present the results of operations, financial position and cash flows of the Parent, the Guarantors and the non-Guarantors and the eliminations necessary to arrive at the information for the Company on a consolidated basis. As a result of the refinancing of the Senior Credit Facility in March 2019, certain domestic subsidiaries that were previously Guarantors of the Senior Notes are now non-Guarantors. As such, prior period financial information has been recast to reflect the current Parent, Guarantor, and non-Guarantor structure. CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME(in thousands) | | | | | | | | | | | | | | | | | | | | | | Three Months Ended November 30, 2019 | | Parent | | Guarantors | | Non-Guarantors | | Eliminations | | Consolidated | Net sales | $ | 38,622 |
| | $ | 10,771 |
| | $ | 97,281 |
| | $ | — |
| | $ | 146,674 |
| Cost of products sold | 12,354 |
| | 5,848 |
| | 59,784 |
| | — |
| | 77,986 |
| Gross profit | 26,268 |
| | 4,923 |
| | 37,497 |
| | — |
| | 68,688 |
| Selling, administrative and engineering expenses | 22,245 |
| | 4,131 |
| | 25,455 |
| | — |
| | 51,831 |
| Amortization of intangible assets | 318 |
| | 285 |
| | 1,269 |
| | — |
| | 1,872 |
| Restructuring charges | 459 |
| | 819 |
| | 694 |
| | — |
| | 1,972 |
| Impairment & divestiture (benefit) charges | (2,578 | ) | | — |
| | 1,222 |
| | — |
| | (1,356 | ) | Operating profit (loss) | 5,824 |
| | (312 | ) | | 8,857 |
| | — |
| | 14,369 |
| Financing costs (income), net | 6,795 |
| | — |
| | (66 | ) | | — |
| | 6,729 |
| Intercompany (income) expense, net | 1,748 |
| | 9,163 |
| | 2,247 |
| | (13,158 | ) | | — |
| Intercompany dividends | (4,577 | ) | | — |
| | — |
| | 4,577 |
| | — |
| Other (income) expense, net | (179 | ) | | 214 |
| | 283 |
| | — |
| | 318 |
| Earnings before income tax expense | 2,037 |
| | (9,689 | ) | | 6,393 |
| | 8,581 |
| | 7,322 |
| Income tax (benefit) expense | (2,462 | ) | | (1,217 | ) | | 4,629 |
| | — |
| | 950 |
| Earnings (loss) from continuing operations | 4,499 |
| | (8,472 | ) | | 1,764 |
| | 8,581 |
| | 6,372 |
| Earnings (loss) from discontinued operations | 18,087 |
| | (21,134 | ) | | 7,377 |
| | (8,581 | ) | | (4,251 | ) | Net earnings (loss) before equity in loss of subsidiaries | 22,586 |
| | (29,606 | ) | | 9,141 |
| | — |
| | 2,121 |
| Equity in earnings (loss) of subsidiaries | (20,465 | ) | | 31,434 |
| | 48,756 |
| | (59,725 | ) | | — |
| Net earnings (loss) | 2,121 |
| | 1,828 |
| | 57,897 |
| | (59,725 | ) | | 2,121 |
| Comprehensive income | $ | 63,048 |
| | $ | 470 |
| | $ | 120,191 |
| | $ | (120,661 | ) | | $ | 63,048 |
|
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (in thousands) | | | | | | | | | | | | | | | | | | | | | | Three Months Ended November 30, 2018 | | Parent | | Guarantors | | Non-Guarantors | | Eliminations | | Consolidated | Net sales | $ | 40,289 |
| | $ | 19,726 |
| | $ | 98,536 |
| | $ | — |
| | $ | 158,551 |
| Cost of products sold | 10,046 |
| | 12,317 |
| | 65,876 |
| | — |
| | 88,239 |
| Gross profit | 30,243 |
| | 7,409 |
| | 32,660 |
| | — |
| | 70,312 |
| Selling, administrative and engineering expenses | 21,147 |
| | 5,627 |
| | 26,347 |
| | — |
| | 53,121 |
| Amortization of intangible assets | 318 |
| | 723 |
| | 1,256 |
| | — |
| | 2,297 |
| Restructuring charges | — |
| | (93 | ) | | 64 |
| | — |
| | (29 | ) | Impairment & divestiture charges | — |
| | — |
| | 23,477 |
| | — |
| | 23,477 |
| Operating profit (loss) | 8,778 |
| | 1,152 |
| | (18,484 | ) | | — |
| | (8,554 | ) | Financing costs (income), net | 7,551 |
| | — |
| | (253 | ) | | — |
| | 7,298 |
| Intercompany (income) expense, net | (4,053 | ) | | 5,033 |
| | (3,202 | ) | | 2,222 |
| | — |
| Intercompany dividends | — |
| | — |
| | — |
| | — |
| | — |
| Other (income) expense, net | (216 | ) | | 12 |
| | 709 |
| | — |
| | 505 |
| Earnings before income tax (benefit) expense | 5,496 |
| | (3,893 | ) | | (15,738 | ) | | (2,222 | ) | | (16,357 | ) | Income tax (benefit) expense | (1,114 | ) | | (250 | ) | | 1,430 |
| | — |
| | 66 |
| Earnings (loss) from continuing operations | 6,610 |
| | (3,643 | ) | | (17,168 | ) | | (2,222 | ) | | (16,423 | ) | (Loss) earnings from discontinued operations | 265 |
| | 2,740 |
| | (6,256 | ) | | 2,222 |
| | (1,029 | ) | Net earnings (loss) before equity in (loss) earnings of subsidiaries | 6,875 |
| | (903 | ) | | (23,424 | ) | | — |
| | (17,452 | ) | Equity in (loss) earnings of subsidiaries | (24,327 | ) | | (4,507 | ) | | 1,769 |
| | 27,065 |
| | — |
| Net (loss) earning | (17,452 | ) | | (5,410 | ) | | (21,655 | ) | | 27,065 |
| | (17,452 | ) | Comprehensive income (loss) | $ | (25,396 | ) | | $ | (5,410 | ) | | $ | (29,330 | ) | | $ | 34,740 |
| | $ | (25,396 | ) |
CONDENSED CONSOLIDATING BALANCE SHEETS (in thousands) | | | | | | | | | | | | | | | | | | | | | | November 30, 2019 | | Parent | | Guarantors | | Non-Guarantors | | Eliminations | | Consolidated | ASSETS | | | | | | | | | | Current assets | | | | | | | | | | Cash and cash equivalents | $ | 11,951 |
| | $ | — |
| | $ | 194,829 |
| | $ | — |
| | $ | 206,780 |
| Accounts receivable, net | 20,986 |
| | 8,749 |
| | 92,292 |
| | — |
| | 122,027 |
| Inventories, net | 29,975 |
| | 7,532 |
| | 42,001 |
| | — |
| | 79,508 |
| Assets held for sale | — |
| | — |
| | 1,697 |
| | — |
| | 1,697 |
| Other current assets | 21,964 |
| | 1,773 |
| | 18,983 |
| | — |
| | 42,720 |
| Total current assets | 84,876 |
| | 18,054 |
| | 349,802 |
| | — |
| | 452,732 |
| Property, plant & equipment, net | 8,112 |
| | 5,159 |
| | 42,823 |
| | — |
| | 56,094 |
| Goodwill | 43,502 |
| | 57,342 |
| | 163,125 |
| | — |
| | 263,969 |
| Other intangibles, net | 5,293 |
| | 8,166 |
| | 37,776 |
| | — |
| | 51,235 |
| Investment in subsidiaries | 1,320,696 |
| | 1,162,632 |
| | 486,807 |
| | (2,970,135 | ) | | — |
| Intercompany receivable | — |
| | — |
| | 1,064,972 |
| | (1,064,972 | ) | | — |
| Other long-term assets | 36,515 |
| | 5,833 |
| | 42,134 |
| | — |
| | 84,482 |
| Total assets | $ | 1,498,994 |
| | $ | 1,257,186 |
| | $ | 2,187,439 |
| | $ | (4,035,107 | ) | | $ | 908,512 |
| | | | | | | | | | | LIABILITIES & SHAREHOLDERS' EQUITY | | | | | | | | | Current liabilities | | | | | | | | | | Trade accounts payable | 16,763 |
| | 2,320 |
| | 49,707 |
| | — |
| | 68,790 |
| Accrued compensation and benefits | 11,761 |
| | 648 |
| | 12,872 |
| | — |
| | 25,281 |
| Current maturities of debt | — |
| | — |
| | — |
| | — |
| | — |
| Income taxes payable | — |
| | — |
| | 6,853 |
| | — |
| | 6,853 |
| Liabilities held for sale | — |
| | — |
| | 1,697 |
| | — |
| | 1,697 |
| Other current liabilities | 26,196 |
| | 3,525 |
| | 24,928 |
| | — |
| | 54,649 |
| Total current liabilities | 54,720 |
| | 6,493 |
| | 96,057 |
| | — |
| | 157,270 |
| Long-term debt | 286,236 |
| | — |
| | — |
| | — |
| | 286,236 |
| Deferred income taxes | — |
| | — |
| | 1,567 |
| | — |
| | 1,567 |
| Pension and post-retirement benefit liabilities | 11,558 |
| | — |
| | 8,248 |
| | — |
| | 19,806 |
| Other long-term liabilities | 64,239 |
| | 4,250 |
| | 21,891 |
| | — |
| | 90,380 |
| Intercompany payable | 728,988 |
| | 335,984 |
| | — |
| | (1,064,972 | ) | | — |
| Shareholders’ equity | 353,253 |
| | 910,459 |
| | 2,059,676 |
| | (2,970,135 | ) | | 353,253 |
| Total liabilities and shareholders’ equity | $ | 1,498,994 |
| | $ | 1,257,186 |
| | $ | 2,187,439 |
| | $ | (4,035,107 | ) | | $ | 908,512 |
|
CONDENSED CONSOLIDATING BALANCE SHEETS (in thousands) | | | | | | | | | | | | | | | | | | | | | | August 31, 2019 | | Parent | | Guarantors | | Non-Guarantors | | Eliminations | | Consolidated | ASSETS | | | | | | | | | | Current assets | | | | | | | | | | Cash and cash equivalents | $ | 47,581 |
| | $ | — |
| | $ | 163,570 |
| | $ | — |
| | $ | 211,151 |
| Accounts receivable, net | 20,322 |
| | 11,358 |
| | 94,203 |
| | — |
| | 125,883 |
| Inventories, net | 26,737 |
| | 6,566 |
| | 43,884 |
| | — |
| | 77,187 |
| Assets from discontinued operations | 295 |
| | 145,239 |
| | 140,044 |
| | — |
| | 285,578 |
| Other current assets | 12,116 |
| | 1,797 |
| | 16,613 |
| | — |
| | 30,526 |
| Total current assets | 107,051 |
| | 164,960 |
| | 458,314 |
| | — |
| | 730,325 |
| Property, plant & equipment, net | 8,515 |
| | 5,193 |
| | 43,021 |
| | — |
| | 56,729 |
| Goodwill | 38,847 |
| | 57,342 |
| | 164,226 |
| | — |
| | 260,415 |
| Other intangible assets, net | 5,611 |
| | 8,451 |
| | 38,313 |
| | — |
| | 52,375 |
| Investment in subsidiaries | 1,323,587 |
| | 912,297 |
| | 417,022 |
| | (2,652,906 | ) | | — |
| Intercompany receivables | — |
| | — |
| | 979,889 |
| | (979,889 | ) | | — |
| Other long-term assets | 27,510 |
| | (13,424 | ) | | 10,344 |
| | — |
| | 24,430 |
| Total assets | $ | 1,511,121 |
| | $ | 1,134,819 |
| | $ | 2,111,129 |
| | $ | (3,632,795 | ) | | $ | 1,124,274 |
|
| | | | | | | | | | LIABILITIES & SHAREHOLDERS' EQUITY | | | | | | | | | Current liabilities | | | | | | | | | | Trade accounts payable | $ | 23,678 |
| | $ | 3,231 |
| | $ | 50,005 |
| | $ | — |
| | $ | 76,914 |
| Accrued compensation and benefits | 11,495 |
| | 1,657 |
| | 13,269 |
| | — |
| | 26,421 |
| Current maturities of debt | 7,500 |
| | — |
| | — |
| | — |
| | 7,500 |
| Income taxes payable | — |
| | — |
| | 4,838 |
| | — |
| | 4,838 |
| Liabilities from discontinued operations | 1,217 |
| | 29,292 |
| | 113,254 |
| | — |
| | 143,763 |
| Other current liabilities | 17,556 |
| | 2,388 |
| | 21,021 |
| | — |
| | 40,965 |
| Total current liabilities | 61,446 |
| | 36,568 |
| | 202,387 |
| | — |
| | 300,401 |
| Long-term debt | 452,945 |
| | — |
| | — |
| | — |
| | 452,945 |
| Deferred income taxes | (4 | ) | | — |
| | 1,568 |
| | — |
| | 1,564 |
| Pension and post-retirement benefit liabilities | 12,005 |
| | — |
| | 8,208 |
| | — |
| | 20,213 |
| Other long-term liabilities | 44,621 |
| | 114 |
| | 3,237 |
| | — |
| | 47,972 |
| Intercompany payable | 638,929 |
| | 340,960 |
| | — |
| | (979,889 | ) | | — |
| Shareholders’ equity | 301,179 |
| | 757,177 |
| | 1,895,729 |
| | (2,652,906 | ) | | 301,179 |
| Total liabilities and shareholders’ equity | $ | 1,511,121 |
| | $ | 1,134,819 |
| | $ | 2,111,129 |
| | $ | (3,632,795 | ) | | $ | 1,124,274 |
|
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (in thousands) | | | | | | | | | | | | | | | | | | | | | | Three Months Ended November 30, 2019 | | Parent | | Guarantors | | Non-Guarantors | | Eliminations | | Consolidated | Operating Activities | | | | | | | | | | Cash (used in) provided by operating activities - continuing operations | $ | (97,861 | ) | | $ | 1,202 |
| | $ | 96,525 |
| | $ | (3,961 | ) | | $ | (4,095 | ) | Cash provided by (used in) operating activities - discontinued operations | 17,187 |
| | 3,966 |
| | (39,369 | ) | | (616 | ) | | (18,832 | ) | Cash (used in) provided by operating activities | (80,674 | ) | | 5,168 |
| | 57,156 |
| | (4,577 | ) | | (22,927 | ) | Investing Activities | | | | | | | | | | Capital expenditures | (1,240 | ) | | (416 | ) | | (1,531 | ) | | — |
| | (3,187 | ) | Proceeds from sale of property, plant and equipment | — |
| | 131 |
| | 31 |
| | — |
| | 162 |
| Proceeds from sale of business, net of transaction costs | 6,000 |
| | — |
| | 2,726 |
| | — |
| | 8,726 |
| Intercompany investment | 21,877 |
| | — |
| | (16,406 | ) | | (5,471 | ) | | — |
| Cash provided by (used in) investing activities - continuing operations | 26,637 |
| | (285 | ) | | (15,180 | ) | | (5,471 | ) | | 5,701 |
| Cash provided by (used in) investing activities - discontinued operations | 208,901 |
| | (474 | ) | | (786 | ) | | — |
| | 207,641 |
| Cash provided by (used in) investing activities | 235,538 |
| | (759 | ) | | (15,966 | ) | | (5,471 | ) | | 213,342 |
| Financing Activities | | | | | | | | | | Principal repayments on term loan | (175,000 | ) | | — |
| | — |
| | — |
| | (175,000 | ) | Borrowings on revolving credit facility | 100,000 |
| | — |
| | — |
| | — |
| | 100,000 |
| Principal repayments on revolving credit facility | (100,000 | ) | | — |
| | — |
| | — |
| | (100,000 | ) | Purchase of treasury shares | (17,805 | ) | | — |
| | — |
| | — |
| | (17,805 | ) | Taxes paid related to the net share settlement of equity awards | (2,638 | ) | | — |
| | — |
| | — |
| | (2,638 | ) | Stock option exercises, related tax benefits and other | 2,640 |
| | — |
| | — |
| | — |
| | 2,640 |
| Cash dividends | (2,419 | ) | | — |
| | — |
| | — |
| | (2,419 | ) | Intercompany loan activity | 4,728 |
| | — |
| | 83,851 |
| | (88,579 | ) | | — |
| Cash (used in) provided by financing activities - continuing operations | (190,494 | ) | | — |
| | 83,851 |
| | (88,579 | ) | | (195,222 | ) | Cash (used in) provided by financing activities - discontinued operations | — |
| | (4,409 | ) | | (94,218 | ) | | 98,627 |
| | — |
| Cash (used in) provided by financing activities | (190,494 | ) | | (4,409 | ) | | (10,367 | ) | | 10,048 |
| | (195,222 | ) | Effect of exchange rate changes on cash | — |
| | — |
| | 436 |
| | — |
| | 436 |
| Net (decrease) increase in cash and cash equivalents | (35,630 | ) | | — |
| | 31,259 |
| | — |
| | (4,371 | ) | Cash and cash equivalents—beginning of period | 47,581 |
| | — |
| | 163,570 |
| | — |
| | 211,151 |
| Cash and cash equivalents—end of period | $ | 11,951 |
| | $ | — |
| | $ | 194,829 |
| | $ | — |
| | $ | 206,780 |
|
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (in thousands) | | | | | | | | | | | | | | | | | | | | | | Three Months Ended November 30, 2018 | | Parent | | Guarantors | | Non-Guarantors | | Eliminations | | Consolidated | Operating Activities | | | | | | | | | | Cash (used in) provided by operating activities - continuing operations | $ | (20,566 | ) | | $ | 7,714 |
| | $ | 313 |
| | $ | 1,865 |
| | $ | (10,674 | ) | Cash provided by (used in) operating activities - discontinued operations | 4,291 |
| | (5,935 | ) | | (14,927 | ) | | (1,865 | ) | | (18,436 | ) | Cash (used in) provided by operating activities | (16,275 | ) | | 1,779 |
| | (14,614 | ) | | — |
| | (29,110 | ) | Investing Activities | | | | | | | | | — |
| Capital expenditures | (423 | ) | | (680 | ) | | (3,466 | ) | | — |
| | (4,569 | ) | Proceeds from sale of property, plant and equipment | 8 |
| | — |
| | 3 |
| | — |
| | 11 |
| Cash used in investing activities - continuing operations | (415 | ) | | (680 | ) | | (3,463 | ) | | — |
| | (4,558 | ) | Cash used in investing activities - discontinued operations | — |
| | (1,099 | ) | | (1,998 | ) | | — |
| | (3,097 | ) | Cash used in investing activities | (415 | ) | | (1,779 | ) | | (5,461 | ) | | — |
| | (7,655 | ) | Financing Activities | | | | | | | | | | Principal repayments on term loan | (7,500 | ) | | — |
| | — |
| | — |
| | (7,500 | ) | Taxes paid related to the net share settlement of equity awards | (201 | ) | | — |
| | — |
| | — |
| | (201 | ) | Stock option exercises, related tax benefits and other | 552 |
| | — |
| | — |
| | — |
| | 552 |
| Cash dividends | (2,439 | ) | | — |
| | — |
| | — |
| | (2,439 | ) | Cash used in financing activities - continuing operations | (9,588 | ) | | — |
| | — |
| | — |
| | (9,588 | ) | Cash used in financing activities - discontinued operations | — |
| | — |
| | — |
| | — |
| | — |
| Cash used in financing activities | (9,588 | ) | | — |
| | — |
| | — |
| | (9,588 | ) | Effect of exchange rate changes on cash | — |
| | — |
| | (694 | ) | | — |
| | (694 | ) | Net decrease in cash and cash equivalents | (26,278 | ) | | — |
| | (20,769 | ) | | — |
| | (47,047 | ) | Cash and cash equivalents—beginning of period | 67,649 |
| | — |
| | 182,841 |
| | — |
| | 250,490 |
| Cash and cash equivalents—end of period | $ | 41,371 |
| | $ | — |
| | $ | 162,072 |
| | $ | — |
| | $ | 203,443 |
|
|