Document and Entity Information
Document and Entity Information - $ / shares | 9 Months Ended | ||
May 31, 2017 | Jun. 30, 2017 | Aug. 31, 2016 | |
Document Information [Line Items] | |||
Document Type | 10-Q | ||
Amendment Flag | false | ||
Document Period End Date | May 31, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | Q3 | ||
Trading Symbol | ATU | ||
Entity Registrant Name | ACTUANT CORP | ||
Entity Central Index Key | 6,955 | ||
Current Fiscal Year End Date | --08-31 | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 59,696,085 | ||
Common Class A | |||
Document Information [Line Items] | |||
Common Stock, Par or Stated Value Per Share | $ 0.2 | $ 0.2 | |
Common Stock, Shares Authorized | 168,000,000 | 168,000,000 | |
Common Stock, Shares, Issued | 80,131,931 | 79,393,393 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
May 31, 2017 | May 31, 2016 | Feb. 29, 2016 | May 31, 2017 | May 31, 2016 | |
Income Statement [Abstract] | |||||
Net sales | $ 295,427 | $ 305,341 | $ 820,089 | $ 873,641 | |
Cost of products sold | 192,623 | 197,815 | 536,892 | 566,524 | |
Gross profit | 102,804 | 107,526 | 283,197 | 307,117 | |
Selling, administrative and engineering expenses | 70,051 | 70,120 | 205,609 | 210,202 | |
Amortization of intangible assets | 5,037 | 5,567 | 15,368 | 17,347 | |
Director & officer transition charges | 0 | 0 | 7,784 | 0 | |
Restructuring Charges | 384 | 3,496 | 5,433 | 11,458 | |
Asset Impairment Charges | 0 | 0 | $ 186,511 | 0 | 186,511 |
Operating profit (loss) | 27,332 | 28,343 | 49,003 | (118,401) | |
Financing costs, net | 7,553 | 7,253 | 22,019 | 21,236 | |
Other expense, net | 1,297 | 751 | 1,260 | 1,605 | |
Earnings (loss) before income tax benefit | 18,482 | 20,339 | 25,724 | (141,242) | |
Income tax benefit | (4,029) | (827) | (6,827) | (18,666) | |
Net earnings (loss) | $ 22,511 | $ 21,166 | $ 32,551 | $ (122,576) | |
Earnings (loss) per share: | |||||
Basic | $ 0.38 | $ 0.36 | $ 0.55 | $ (2.08) | |
Diluted | $ 0.37 | $ 0.36 | $ 0.54 | $ (2.08) | |
Weighted average common shares outstanding: | |||||
Basic | 59,675 | 58,923 | 59,339 | 59,034 | |
Diluted | 60,402 | 59,589 | 60,055 | 59,034 |
CONDENSED CONSOLIDATED STATEME3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
May 31, 2017 | May 31, 2016 | May 31, 2017 | May 31, 2016 | |
Statement of Comprehensive Income [Abstract] | ||||
Net earnings (loss) | $ 22,511 | $ 21,166 | $ 32,551 | $ (122,576) |
Other comprehensive income (loss) | ||||
Foreign currency translation adjustments | 20,385 | 15,314 | (3,363) | (20,182) |
Pension and other postretirement benefit plans, net of tax | (61) | (13) | 676 | 23 |
Cash flow hedges, net of tax | 0 | 21 | 0 | 396 |
Total other comprehensive income (loss), net of tax | 20,324 | 15,322 | (2,687) | (19,763) |
Comprehensive income (loss) | $ 42,835 | $ 36,488 | $ 29,864 | $ (142,339) |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | May 31, 2017 | Aug. 31, 2016 |
Current assets | ||
Cash and cash equivalents | $ 198,954 | $ 179,604 |
Accounts receivable, net | 207,764 | 186,829 |
Inventories, net | 130,255 | 130,756 |
Other current assets | 68,478 | 45,463 |
Total current assets | 605,451 | 542,652 |
Property, plant and equipment | ||
Land, buildings and improvements | 42,676 | 41,504 |
Machinery and equipment | 282,264 | 268,362 |
Gross property, plant and equipment | 324,940 | 309,866 |
Less: Accumulated depreciation | (207,563) | (195,851) |
Property, plant and equipment, net | 117,377 | 114,015 |
Goodwill | 519,793 | 519,276 |
Other intangibles, net | 223,286 | 239,475 |
Other long-term assets | 22,132 | 23,242 |
Total assets | 1,488,039 | 1,438,660 |
Current liabilities | ||
Trade accounts payable | 127,636 | 115,051 |
Accrued compensation and benefits | 50,361 | 46,901 |
Current maturities of debt and short-term borrowings | 30,000 | 18,750 |
Income taxes payable | 8,785 | 9,254 |
Other current liabilities | 51,924 | 51,956 |
Total current liabilities | 268,706 | 241,912 |
Long-term debt, less current maturities | 539,252 | 561,681 |
Deferred income taxes | 32,315 | 31,356 |
Pension and postretirement benefit liabilities | 24,462 | 25,667 |
Other long-term liabilities | 51,744 | 57,094 |
Total liabilities | 916,479 | 917,710 |
Shareholders’ equity | ||
Class A common stock, $0.20 par value per share, authorized 168,000,000 shares, issued 80,131,931 and 79,393,393 shares, respectively | 16,026 | 15,879 |
Additional paid-in capital | 135,579 | 114,980 |
Treasury stock, at cost, 20,439,434 shares | (617,731) | (617,731) |
Retained earnings | 1,292,196 | 1,259,645 |
Accumulated other comprehensive loss | (254,510) | (251,823) |
Stock held in trust | (2,134) | (2,646) |
Deferred compensation liability | 2,134 | 2,646 |
Total shareholders’ equity | 571,560 | 520,950 |
Total liabilities and shareholders’ equity | $ 1,488,039 | $ 1,438,660 |
CONDENSED CONSOLIDATED BALANCE5
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | 9 Months Ended | |
May 31, 2017 | Aug. 31, 2016 | |
Document Period End Date | May 31, 2017 | |
Treasury Stock, Shares | 20,439,434 | 20,439,434 |
Common Class A | ||
Common Stock, Par or Stated Value Per Share | $ 0.2 | $ 0.2 |
Common Stock, Shares Authorized | 168,000,000 | 168,000,000 |
Common Stock, Shares, Issued | 80,131,931 | 79,393,393 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
May 31, 2017 | May 31, 2016 | |
Operating Activities | ||
Net earnings (loss) | $ 32,551 | $ (122,576) |
Adjustments to reconcile net earnings (loss) to cash provided by operating activities: | ||
Depreciation and amortization | 32,262 | 36,219 |
Stock-based compensation expense | 14,852 | 7,568 |
Provision (benefit) for deferred income taxes | 1,364 | (2,225) |
Asset Impairment Charges, Net of Tax | 0 | 169,056 |
Amortization of debt issuance costs | 1,244 | 1,239 |
Other non-cash adjustments | 1,023 | (460) |
Changes in components of working capital and other: | ||
Accounts receivable | (22,618) | 7,755 |
Inventories | (319) | 5,436 |
Trade accounts payable | 13,457 | (3,498) |
Prepaid expenses and other assets | (7,112) | (7,982) |
Income taxes payable/receivable | (19,922) | (26,108) |
Accrued compensation and benefits | 3,769 | 3,730 |
Other accrued liabilities | 862 | 6,837 |
Cash provided by operating activities | 51,413 | 74,991 |
Investing Activities | ||
Capital expenditures | (22,919) | (15,623) |
Proceeds from sale of property, plant and equipment | 244 | 8,635 |
Business acquisitions, net of cash acquired | 0 | (80,674) |
Cash used in investing activities | (22,675) | (87,662) |
Financing Activities | ||
Net borrowings (repayment) on debt | (11,250) | (210) |
Repayments of Senior Debt | 500 | |
Purchase of treasury shares | 0 | (14,125) |
Taxes paid related to the net share settlement of equity awards | (999) | (1,344) |
Stock option exercises, related tax benefits and other | 7,963 | 5,729 |
Payment of deferred acquisition consideration | (742) | 0 |
Cash dividend | (2,358) | (2,376) |
Cash used in financing activities | (7,886) | (12,326) |
Effect of exchange rate changes on cash | (1,502) | (6,760) |
Net increase (decrease) in cash and cash equivalents | 19,350 | (31,757) |
Cash and cash equivalents – beginning of period | 179,604 | 168,846 |
Cash and cash equivalents – end of period | 198,954 | 137,089 |
Line of Credit | Senior Credit Facility - Revolver | ||
Financing Activities | ||
Net borrowings (repayment) on debt | 0 | (210) |
Line of Credit | Senior Credit Facility - Term Loan | ||
Financing Activities | ||
Net borrowings (repayment) on debt | (11,250) | 0 |
Senior Notes | 5.625% Senior Notes | ||
Financing Activities | ||
Repayments of Senior Debt | $ (500) | $ 0 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
May 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation General The accompanying unaudited condensed consolidated financial statements of Actuant Corporation (“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, 2016 was derived from the Company’s audited financial statements, but does not include all disclosures required by United States generally accepted accounting principles. For additional information, including the Company’s significant accounting policies, refer to the consolidated financial statements and related footnotes in the Company’s fiscal 2016 Annual Report on Form 10-K. In the opinion of management, all adjustments considered necessary for a fair statement of financial results have been made. Such adjustments consist of only those of a normal recurring nature. Operating results for the three and nine months ended May 31, 2017 are not necessarily indicative of the results that may be expected for the entire fiscal year ending August 31, 2017 . New Accounting Pronouncements In April 2015, the FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs, which includes amendments that require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. Under the new guidance, the recognition and measurement of debt issuance costs is not affected. This guidance was adopted on September 1, 2016. As a result of adoption, debt issuance costs of $3.9 million were reclassified from other long-term assets to long-term debt, net (contra liability) on the balance sheet as of August 31, 2016. In August 2015, the FASB issued ASU 2015-15, Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements , further clarifying that ASU 2015-03 relates only to the presentation of debt issuance costs related to term loans and does not relate to lines-of-credit or revolvers. As such, the debt issuance costs related to the Company's revolver remain classified in other long-term assets. In September 2015, the FASB issued ASU 2015-16, Simplifying the Accounting for Measurement-Period Adjustments, which eliminates the requirement to retrospectively account for changes to provisional amounts initially recorded in a business acquisition opening balance sheet. This guidance was adopted on September 1, 2016. The adoption did not have a material impact on the financial statements of the Company. In October 2016, the FASB issued ASU 2016-16, Intra-Entity Transfers of Assets Other Than Inventory , which amends the existing guidance to prohibit immediate recognition of the current and deferred income tax impacts of intra-entity asset transfers. The ASU eliminates this prohibition for all intra-entity asset transfers, except inventory. This guidance was adopted, on a modified retrospective basis, at September 1, 2016. The adoption did not have a material impact on the cumulative retained earnings or on the condensed consolidated financial statements of the Company. In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment, which removes the requirement to compare the implied fair value of goodwill with its carrying amount as part of step 2 of the goodwill impairment test. As a result, under the ASU, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount and should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the impairment loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. This guidance will be adopted in the fourth quarter of fiscal 2017 in connection with our annual impairment testing. In March 2017, the FASB issued ASU 2017-07, Compensation-Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost, which changes how employers that sponsor defined benefit pension or other postretirement benefit plans present the net periodic benefit cost in the income statement. The new guidance requires the service cost component of net periodic benefit cost to be presented in the same income statement line items as other employee compensation costs arising from services rendered during the period. Other components of the net periodic benefit cost are to be stated separately from service cost and outside of operating income. This guidance is effective for fiscal years beginning after December 15, 2017 (fiscal 2019 for the Company) and interim periods within those annual periods. The amendment is to be applied retrospectively. Due to a majority of the Company's retirement benefit plans being frozen and the net periodic pension cost not being significant, the Company does not believe that adoption of this guidance will have a significant impact on the financial statements of the Company. In March 2016, the FASB issued ASU 2016-09, Stock Compensation: Improvements to Employee Share-Based Payment Accounting, which will simplify several aspects of accounting for share-based payment transactions. The guidance will require, among other items, that all excess tax deficiencies or benefits be recorded as income tax expense or benefit in the statement of earnings and not in additional paid-in capital (shareholder's equity). This guidance is effective for fiscal years beginning after December 15, 2016 (fiscal 2018 for the Company) and interim periods within those annual periods. The impact of the adoption of this guidance will have the following effects: • add additional income tax expense (benefit) in the statement of operations which will create volatility in the Company's effective tax rate; • the Company will no longer reclassify the excess tax benefit from operating activities to financing activities in the consolidated statement of cash flows; • impact our computation of diluted earnings per share as the Company will exclude the excess tax benefit from the assumed proceeds available to repurchase shares. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers. Under ASU 2014-09 and subsequent updates included in ASU 2016-10 and ASU 2016-12, an entity will recognize revenue when it transfers promised goods or services to customers in an amount that reflects what it expects to receive in exchange for the goods or services. It also requires more detailed disclosures to enable users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. This guidance is effective for fiscal years beginning on or after December 15, 2017 (fiscal 2019 for the Company). The Company has begun assessing its various revenue streams to identify performance obligations under these ASUs and the key aspects of the standard that will impact the Company's revenue recognition process. Based upon our preliminary assessments, these standards may impact our allocation of contract revenue between various products and services and the timing of when those revenues are recognized, but do not expect a material or significant impact to amounts recognized. Given the diversity of its commercial arrangements, the Company is continuing to assess the impact these standards may have on its consolidated results of operation, financial position, cash flows and financial statement disclosures. In February 2016, the FASB issued ASU 2016-02, Leases, to increase transparency and comparability among organizations by recognizing all lease transactions (with terms in excess of 12 months) on the balance sheet as a lease liability and a right-of-use asset. This guidance is effective for fiscal years beginning after December 15, 2018 (fiscal 2020 for the Company), including interim periods within those fiscal years. Upon adoption, the lessee will apply the new standard retrospectively to all periods presented or retrospectively using a cumulative effect adjustment in the year of adoption. The Company is currently gathering, documenting and analyzing lease agreements related this ASU and anticipates material additions to the balance sheet upon adoption of right-of-use assets, offset by the associated liabilities, due to our routine use of operating leases over time. In August 2016, the FASB issued ASU 2016‑15, Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments , to address how certain cash receipts and cash payments are presented and classified in the statement of cash flows. This update addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice. This guidance is effective for fiscal years beginning after December 15, 2017 (fiscal 2019 for the Company), including interim periods within those fiscal years. This update will require adoption on a retrospective basis unless it is impracticable to apply. The Company does not believe that this guidance will have a significant impact on its presentation of the statement of cash flows. |
Director & Officer Transition C
Director & Officer Transition Charges (Notes) | 9 Months Ended |
May 31, 2017 | |
Compensation Related Costs [Abstract] | |
Compensation Related Costs, General [Text Block] | Director & Officer Transition Charges During the nine months ended May 31, 2017 , the Company recorded separation and transition charges of $7.8 million in connection with the retirement of one director of the Company's Board of Directors and the transition of the Executive Vice President/Chief Financial Officer. The charges were mainly comprised of compensation expense for accelerated equity vesting, severance, outplacement, legal, signing bonus and relocation costs. |
Restructuring Charges (Notes)
Restructuring Charges (Notes) | 9 Months Ended |
May 31, 2017 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Activities Disclosure [Text Block] | Restructuring Charges The Company has committed to various restructuring initiatives including workforce reductions, plant consolidations to reduce manufacturing overhead, satellite office closures, the continued movement of production and product sourcing to low cost alternatives and the centralization and standardization of certain administrative functions. Total restructuring charges for these activities were $0.4 million and $3.5 million in the third quarter of fiscal 2017 and 2016, respectively. Year-to-date restructuring charges totaled $5.4 million and $11.5 million for fiscal 2017 and 2016, respectively, and impacted all segments. Liabilities for severance will generally be paid during the next twelve months, while future lease payments related to facilities vacated as a result of restructuring will be paid over the underlying remaining lease terms. The following rollforwards summarize restructuring reserve activity by segment (in thousands): Nine Months Ended May 31, 2017 Industrial Energy Engineered Solutions Corporate Total Balance as of August 31, 2016 $ 1,343 $ 3,021 $ 1,863 $ 46 $ 6,273 Restructuring charges 1,686 39 3,627 81 5,433 Cash payments (2,060 ) (1,123 ) (3,128 ) (83 ) (6,394 ) Other non-cash uses of reserve (437 ) (7 ) (13 ) (44 ) (501 ) Impact of changes in foreign currency rates (19 ) (2 ) (10 ) — (31 ) Balance as of May 31, 2017 $ 513 $ 1,928 $ 2,339 $ — $ 4,780 Nine Months Ended May 31, 2016 Industrial Energy Engineered Solutions Corporate Total Balance as of August 31, 2015 $ — $ — $ — $ — $ — Restructuring charges 1,792 4,877 4,528 261 11,458 Cash payments (1,000 ) (1,122 ) (2,182 ) (200 ) (4,504 ) Other non-cash uses of reserve — (170 ) (304 ) (1 ) (475 ) Impact of changes in foreign currency rates 17 (14 ) 18 — 21 Balance as of May 31, 2016 $ 809 $ 3,571 $ 2,060 $ 60 $ 6,500 |
Acquisitions
Acquisitions | 9 Months Ended |
May 31, 2017 | |
Business Combinations [Abstract] | |
Business Combination Disclosure [Text Block] | Acquisitions During fiscal 2016 , the Company completed two acquisitions which resulted in the recognition of goodwill in the condensed consolidated financial statements because their purchase price reflected the future earnings and cash flow potential of the acquired companies, as well as the complementary strategic fit and resulting synergies the acquisitions were expected to bring to existing operations. The Company makes an initial allocation of the purchase price at the date of acquisition, based upon its understanding of the fair value of the acquired assets and assumed liabilities. If additional information is obtained about these assets and liabilities within the measurement period (not to exceed one year from the date of acquisition) through asset appraisals and other sources, the Company will refine its estimates of fair value and adjust the initial purchase price allocation. The Company acquired the stock of Larzep, S.A. ("Larzep") on February 17, 2016 for a purchase price of $15.9 million net of cash acquired. This Industrial segment tuck-in acquisition is headquartered in Mallabia, Spain and is a supplier of hydraulic tools and solutions. The purchase price allocation resulted in $9.7 million of goodwill (which is not deductible for tax purposes) and $4.8 million of intangible assets, including $3.6 million of customer relationships and $1.2 million of tradenames. The Company also acquired the assets of the Middle East, Caspian and the North African business of FourQuest Energy Inc. ("Pipeline and Process Services") for $65.5 million on March 30, 2016 . This Hydratight tuck-in acquisition was funded with existing cash and expanded the geographic presence and service offerings of the Energy segment, including pipeline pre-commissioning, engineering, chemical cleaning and leak testing. The purchase price allocation resulted in $37.4 million of goodwill (which is not deductible for tax purposes) and $8.7 million of intangible assets, including $8.0 million of customer relationships and $0.7 million of non-compete agreements. During fiscal 2017, goodwill related to this acquisition increased by $1.1 million as a result of adjustments to reflect the fair value of acquired accounts receivables. The two acquisitions generated combined sales of $7.3 million and $25.0 million for the three and nine months ended May 31, 2017 , respectively. The Company incurred acquisition transaction costs of $1.3 million and $2.1 million for the three and nine months ended May 31, 2016 , respectively. The following unaudited pro forma operating results of the Company give effect to these acquisitions as though the transactions and related financing activities occurred on September 1, 2015 (in thousands, expect per share amounts): Three Months Ended May 31, Nine Months Ended May 31, 2017 2016 2017 2016 Net sales As reported $ 295,427 $ 305,341 $ 820,089 $ 873,641 Pro forma 295,427 308,526 820,089 899,535 Net earnings (loss) As reported $ 22,511 $ 21,166 $ 32,551 $ (122,576 ) Pro forma 22,511 21,800 32,551 (118,590 ) Basic earnings (loss) per share As reported $ 0.38 $ 0.36 $ 0.55 $ (2.08 ) Pro forma 0.38 0.37 0.55 (2.01 ) Diluted earnings (loss) per share As reported $ 0.37 $ 0.36 $ 0.54 $ (2.08 ) Pro forma 0.37 0.37 0.54 (2.01 ) |
Business Acquisition, Pro Forma Information [Table Text Block] | The following unaudited pro forma operating results of the Company give effect to these acquisitions as though the transactions and related financing activities occurred on September 1, 2015 (in thousands, expect per share amounts): Three Months Ended May 31, Nine Months Ended May 31, 2017 2016 2017 2016 Net sales As reported $ 295,427 $ 305,341 $ 820,089 $ 873,641 Pro forma 295,427 308,526 820,089 899,535 Net earnings (loss) As reported $ 22,511 $ 21,166 $ 32,551 $ (122,576 ) Pro forma 22,511 21,800 32,551 (118,590 ) Basic earnings (loss) per share As reported $ 0.38 $ 0.36 $ 0.55 $ (2.08 ) Pro forma 0.38 0.37 0.55 (2.01 ) Diluted earnings (loss) per share As reported $ 0.37 $ 0.36 $ 0.54 $ (2.08 ) Pro forma 0.37 0.37 0.54 (2.01 ) |
Divestiture Activities Divestit
Divestiture Activities Divestiture Activities (Notes) | 9 Months Ended |
May 31, 2017 | |
Divestiture Activities [Abstract] | |
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] | Note 5. Divestiture Activities On August 25, 2016 , the Company completed the divestiture of its Sanlo business (Engineered Solutions segment) for $9.7 million in cash, net of transaction costs. This divestiture resulted in a $5.1 million pre-tax loss, but a $1.6 million gain net of tax, in the fourth quarter of fiscal 2016. The results of the Sanlo business (which had net sales of $2.7 million and $8.2 million for the three and nine months ended May 31, 2016 , respectively) are not material to the consolidated financial results and are included in the results from continuing operations in fiscal 2016. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 9 Months Ended |
May 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Goodwill, Intangible Assets and Long-Lived Assets The changes in the carrying value of goodwill for the nine months ended May 31, 2017 are as follows (in thousands): Industrial Energy Engineered Solutions Total Balance as of August 31, 2016 $ 101,739 $ 187,321 $ 230,216 $ 519,276 Purchase accounting adjustments (59 ) 1,144 — 1,085 Impact of changes in foreign currency rates 219 (1,241 ) 454 (568 ) Balance as of May 31, 2017 $ 101,899 $ 187,224 $ 230,670 $ 519,793 The gross carrying value and accumulated amortization of the Company’s other intangible assets are as follows (in thousands): May 31, 2017 August 31, 2016 Weighted Average Amortization Period (Years) Gross Carrying Value Accumulated Amortization Net Book Value Gross Carrying Value Accumulated Amortization Net Book Value Amortizable intangible assets: Customer relationships 15 $ 291,307 $ 178,168 $ 113,139 $ 292,671 $ 166,252 $ 126,419 Patents 11 30,204 23,558 6,646 30,296 22,233 8,063 Trademarks and tradenames 18 21,236 8,891 12,345 21,283 7,936 13,347 Other intangibles 3 6,595 6,090 505 6,627 5,890 737 Indefinite lived intangible assets: Tradenames N/A 90,651 — 90,651 90,909 — 90,909 $ 439,993 $ 216,707 $ 223,286 $ 441,786 $ 202,311 $ 239,475 The Company estimates that amortization expense will be $5.1 million for the remaining three months of fiscal 2017 . Amortization expense for future years is estimated to be: $20.2 million in fiscal 2018 , $19.6 million in 2019 , $18.9 million in fiscal 2020 , $18.0 million in fiscal 2021 , $16.0 million in fiscal 2022 and $34.8 million thereafter. The future amortization expense amounts represent estimates and may be impacted by future acquisitions, divestitures or changes in foreign currency exchange rates. Fiscal 2016 Interim Impairment Charge The prolonged unfavorable conditions in the global oil & gas markets, including additional cuts in projected capital spending by energy customers, reduced exploration, drilling and commissioning activities and excess capacity in the industry were expected to have an adverse impact on the future financial results of the Cortland and Viking businesses. Accordingly, during the second quarter of fiscal 2016, the Company recognized a $140.9 million impairment charge (as a result of lower projected future sales and profits) related to the Cortland and Viking businesses. Additionally, weakness in off-highway vehicle and agricultural markets coupled with challenging overall industrial fundamentals, reductions in OEM customer build rates and production schedules and delays in the start of production by certain European OEMs for new or updated design models resulted in reduced sales and profitability of the maximatecc business. As a result of lower projected sales and profits, during the second quarter of fiscal 2016, the Company recognized a $45.7 million impairment charge related to the maximatecc business. A summary of the second quarter fiscal 2016 impairment charge by reporting unit is as follows (in thousands): Cortland Viking maximatecc Total Goodwill $ 34,502 $ 39,099 $ 44,521 $ 118,122 Indefinite lived intangible assets 2,211 13,289 1,153 16,653 Amortizable intangible assets — 27,952 — 27,952 Fixed assets — 23,784 — 23,784 $ 36,713 $ 104,124 $ 45,674 $ 186,511 |
Product Warranty Costs
Product Warranty Costs | 9 Months Ended |
May 31, 2017 | |
Guarantees [Abstract] | |
Product Warranty Costs | Product Warranty Costs The Company generally offers its customers a warranty on products sold, although warranty periods vary by product type and application. The reserve for future warranty claims is based on historical claim rates and current warranty cost experience. The following is a rollforward of the product warranty reserve (in thousands): Nine Months Ended May 31, 2017 2016 Beginning balance $ 5,592 $ 3,718 Provision for warranties 2,569 3,225 Warranty reserve for acquired businesses — 3 Warranty payments and costs incurred (3,993 ) (3,155 ) Impact of changes in foreign currency rates (13 ) (35 ) Ending balance $ 4,155 $ 3,756 |
Debt
Debt | 9 Months Ended |
May 31, 2017 | |
Debt Disclosure [Abstract] | |
Debt | Debt The following is a summary of the Company’s long-term indebtedness (in thousands): May 31, 2017 August 31, 2016 Senior Credit Facility Revolver ($600 million) $ — $ — Term Loan 285,000 296,250 Total Senior Credit Facility 285,000 296,250 5.625% Senior Notes 287,559 288,059 Total Senior Indebtedness 572,559 584,309 Less: Current maturities of long-term debt (30,000 ) (18,750 ) Debt issuance costs (3,307 ) (3,878 ) Total long-term debt, net $ 539,252 $ 561,681 The Company’s Senior Credit Facility matures on May 8, 2020 and provides a $600 million revolver, an amortizing term loan and a $450 million expansion option, subject to certain conditions. Borrowings are subject to a pricing grid, which can result in increases or decreases to the borrowing spread, depending on the Company’s leverage ratio, ranging from 1.00% to 2.25% in the case of loans bearing interest at LIBOR and from 0.00% to 1.25% in the case of loans bearing interest at the base rate. As of May 31, 2017 , the borrowing spread on LIBOR based borrowings was 2.00% (aggregating to a 2.75% variable rate borrowing cost). In addition, a non-use fee is payable quarterly on the average unused credit line under the revolver ranging from 0.15% to 0.35% per annum. As of May 31, 2017 , the unused credit line under the revolver was $595.7 million , of which $104.8 million was available for borrowing. The amount immediately available for borrowing represents the maximum additional borrowings that could be utilized by the Company (based upon current earnings and net debt) without violating compliance with the associated financial covenants described below. Quarterly term loan principal payments of $3.8 million began on June 30, 2016 , increase to $7.5 million starting on June 30, 2017 and extend through March 31, 2020 , with the remaining principal due at maturity. The Senior Credit Facility, which is secured by substantially all of the Company’s domestic personal property assets, also contains customary limits and restrictions concerning investments, sales of assets, liens on assets, dividends and other payments. The two financial covenants included in the Senior Credit Facility agreement are a maximum leverage ratio of 3.75 :1 and a minimum interest coverage ratio of 3.5 :1. The Company was in compliance with all financial covenants at May 31, 2017 . On April 16, 2012 , the Company issued $300 million of 5.625% Senior Notes due 2022 (the “Senior Notes”), of which $287.6 million and $288.1 million remains outstanding at May 31, 2017 and August 31, 2016 , respectively. The Senior Notes require no principal installments prior to their June 15, 2022 maturity, require semiannual interest payments in December and June of each year and contain certain financial and non-financial covenants. The Senior Notes include a call feature that allows the Company to repurchase them anytime on or after June 15, 2017 at stated redemption prices (ranging from 100.0% to 102.8% ), plus accrued and unpaid interest. The Company repurchased $0.5 million of Senior Notes at a redemption price of 103% in the third quarter of fiscal 2017. |
Fair Value Measurement
Fair Value Measurement | 9 Months Ended |
May 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | Fair Value Measurement The Company assesses the inputs used to measure the fair value of financial assets and liabilities using a three-tier hierarchy. Level 1 inputs include quoted prices for identical instruments and are the most observable. Level 2 inputs include quoted prices for similar assets and observable inputs such as interest rates, foreign currency exchange rates, commodity rates and yield curves. Level 3 inputs are not observable in the market and include management’s own judgments about the assumptions market participation would use in pricing an asset or liability. The fair value of the Company’s cash and cash equivalents, accounts receivable, accounts payable and variable rate long-term debt approximated book value at both May 31, 2017 and August 31, 2016 due to their short-term nature and the fact that the interest rates approximated market rates. Foreign currency derivatives are recorded at fair value. The fair value of the Company's foreign currency forward contracts was a net liability of $0.3 million and $0.7 million at May 31, 2017 and August 31, 2016 , respectively. The fair value of the foreign currency forward contracts was based on quoted inactive market prices and is therefore classified as Level 2 within the valuation hierarchy. The fair value of the Company’s outstanding Senior Notes was $297.3 million and $299.6 million at May 31, 2017 and August 31, 2016 , respectively. The fair value of the Senior Notes was based on quoted inactive market prices and is therefore classified as Level 2 within the valuation hierarchy. |
Derivatives
Derivatives | 9 Months Ended |
May 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives | Derivatives The Company is exposed to market risk for changes in foreign currency exchange rates due to the global nature of its operations. In order to manage this risk the Company hedges certain portions of its recognized balances and forecasted cash flows that are denominated in non-functional currencies. All derivatives are recognized in the balance sheet at their estimated fair value. On the date it enters into a derivative contract, the Company designates the derivative as a hedge of a recognized asset or liability ("fair value hedge") or a hedge of a forecasted transaction or of the variability of cash flows to be received or paid related to a recognized asset or liability ("cash flow hedge"). The Company does not enter into derivatives for speculative purposes. Changes in the value of fair value hedges and non-designated hedges are recorded in earnings along with the gain or loss on the hedged asset or liability, while changes in the value of cash flow hedges are recorded in accumulated other comprehensive loss, until earnings are affected by the variability of cash flows. The U.S. dollar equivalent notional value of short duration foreign currency forward contracts (fair value hedges or non-designated hedges) was $43.3 million and $143.4 million , at May 31, 2017 and August 31, 2016 , respectively. Net foreign currency gains (losses) related to these derivative instruments are as follows (in thousands): Three Months Ended May 31, Nine Months Ended May 31, 2017 2016 2017 2016 Foreign currency loss $ (484 ) $ (394 ) $ (2,450 ) $ (1,028 ) These derivative gains and losses offset foreign currency gains and losses from the related revaluation of non-functional currency assets and liabilities (amounts included in other expense, net in the condensed consolidated statements of operations). |
Capital Stock and Share Repurch
Capital Stock and Share Repurchase | 9 Months Ended |
May 31, 2017 | |
Earnings Per Share [Abstract] | |
Capital Stock and Share Repurchase | The Company's Board of Directors authorized the repurchase of shares of the Company's common stock under publicy announced share repurchase programs. Since the inception of the initial share repurchase program in fiscal 2012, the Company has repurchased 20,439,434 shares of common stock for $617.7 million . As of May 31, 2017 , the maximum number of shares that may yet be purchased under the programs is 7,560,566 shares. There were no share repurchases in the three and nine months ended May 31, 2017 , respectively. The reconciliation between basic and diluted earnings per share is as follows (in thousands, except per share amounts): Three Months Ended May 31, Nine Months Ended May 31, 2017 2016 2017 2016 Numerator: Net earnings (loss) $ 22,511 $ 21,166 $ 32,551 $ (122,576 ) Denominator: Weighted average common shares outstanding - basic 59,675 58,923 59,339 59,034 Net effect of dilutive securities - stock based compensation plans 727 666 716 — Weighted average common shares outstanding - diluted 60,402 59,589 $ 60,055 $ 59,034 Basic earnings (loss) per share $ 0.38 $ 0.36 $ 0.55 $ (2.08 ) Diluted earnings (loss) per share 0.37 0.36 0.54 (2.08 ) Anti-dilutive securities from stock based compensation plans (excluded from earnings per share calculation) 1,969 1,930 1,981 4,973 |
Income Taxes
Income Taxes | 9 Months Ended |
May 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company's income tax expense or benefit is impacted by a number of factors, including the amount of taxable earnings generated in foreign jurisdictions with tax rates that are lower than the U.S. federal statutory rate, permanent items, state tax rates and the ability to utilize various tax credits and net operating loss carryforwards. The Company's global operations, acquisition activity and specific tax attributes provide opportunities for continuous global tax planning initiatives to maximize tax credits and deductions. Both fiscal 2017 and 2016 include the benefits of tax planning initiatives. Comparative earnings (loss) before income taxes, income tax benefit and effective income tax rates are as follows (amounts in thousands): Three Months Ended May 31, Nine Months Ended May 31, 2017 2016 2017 2016 Earnings (loss) before income taxes $ 18,482 $ 20,339 $ 25,724 $ (141,242 ) Income tax benefit (4,029 ) (827 ) (6,827 ) (18,666 ) Effective income tax rate (21.8 )% (4.1 )% (26.5 )% 13.2 % Adjusted effective income tax rate (1) (21.8 )% (4.1 )% (26.5 )% (2.8 )% (1) Adjusted effective income tax rate excludes the impairment charge of $186.5 million ( $169.1 million after tax) in the nine months ended May 31, 2016. Both the current and prior year effective income tax rates were impacted by the proportion of earnings in foreign jurisdictions with income tax rates lower than the U.S. federal income tax rate, the amount of income tax benefits from tax planning initiatives, and certain discrete income tax benefits. The Company's earnings (loss) before income taxes, excluding impairment charges, includes approximately 80% of earnings from foreign jurisdictions for both the estimated full-year fiscal 2017 and actual fiscal 2016. This foreign income tax rate differential had the effect of reducing the effective income tax rate from the 35% U.S. statutory tax rate by 11.2% and 15.8% , for the three months ended May 31, 2017 and 2016, respectively. In addition, the income tax benefit for the three months ended May 31, 2017 was the result of the recognition of income tax planning benefits resulting from certain losses from prior years for which no benefit was previously recognized which resulted in a 26.9% reduction from the 35% U.S. statutory rate and an overall net $3.3 million reduction in tax reserves primarily associated with the lapsing of income tax statutes of limitations. Similarly, the income tax benefit for the three months ended May 31, 2016 was the net result of prior year tax planning related to certain currency gains and losses recognized for tax purposes which resulted in a 9.5% reduction from the 35% U.S. statutory tax rate and a $2.3 million benefit from a discrete income tax adjustment (favorable provision to income tax return adjustments), partially offset by the provision for taxes due on earnings. These factors, combined with year-to-date activity, yielded an income tax benefit of 26.5% and 2.8% for the nine months ended May 31, 2017 and 2016, respectively, excluding the second quarter fiscal 2016 impairment charge. The tax benefits related to tax planning initiatives are not expected to repeat in future periods due to certain tax attributes that are no longer available and subsequent changes in relevant tax laws. |
Segment Information
Segment Information | 9 Months Ended |
May 31, 2017 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information The Company is a global manufacturer of a broad range of industrial products and systems and is organized into three reportable segments: Industrial, Energy and Engineered Solutions. The Industrial segment is primarily involved in the design, manufacture and distribution of branded hydraulic and mechanical tools to the maintenance, industrial, infrastructure and production automation markets. During 2017, the Company rebranded its Integrated Solutions product line to Heavy Lifting Technology to align the brand with the solutions offered. The Energy segment provides joint integrity products and services, customized offshore vessel mooring solutions, as well as rope and cable solutions to the global oil & gas, power generation and other markets. The Engineered Solutions segment provides highly engineered position and motion control systems to original equipment manufacturers ("OEM") in various on and off-highway vehicle markets, as well as a variety of other products to the industrial and agricultural markets. The following tables summarize financial information by reportable segment and product line (in thousands): Three Months Ended May 31, Nine Months Ended May 31, 2017 2016 2017 2016 Net Sales by Reportable Product Line & Segment: Industrial Segment: Industrial Tools $ 87,404 $ 81,770 $ 245,122 $ 233,599 Heavy Lifting Technology 13,099 13,980 34,319 32,210 100,503 95,750 279,441 265,809 Energy Segment: Energy Maintenance & Integrity 59,905 73,377 176,316 210,762 Other Energy Solutions 23,575 27,923 64,694 90,526 83,480 101,300 241,010 301,288 Engineered Solutions Segment: On-Highway 57,710 58,440 159,952 161,949 Agriculture, Off-Highway and Other 53,734 49,851 139,686 144,595 111,444 108,291 299,638 306,544 $ 295,427 $ 305,341 $ 820,089 $ 873,641 Operating Profit (Loss): Industrial $ 23,705 $ 21,712 $ 60,860 $ 58,994 Energy (1) 905 10,870 3,537 (115,803 ) Engineered Solutions (2) 8,105 3,651 10,676 (37,943 ) General Corporate (5,383 ) (7,890 ) (26,070 ) (23,649 ) $ 27,332 $ 28,343 $ 49,003 $ (118,401 ) (1) Energy segment operating profit (loss) includes an impairment charge of $140.9 million for the nine months ended May 31, 2016 . (2) Engineered Solutions segment operating profit (loss) includes an impairment charge of $45.7 million for the nine months ended May 31, 2016 . May 31, 2017 August 31, 2016 Assets by Segment: Industrial $ 308,148 $ 308,222 Energy 501,528 479,169 Engineered Solutions 511,391 493,840 General Corporate 166,972 157,429 $ 1,488,039 $ 1,438,660 In addition to the impact of foreign currency exchange rate changes, the comparability of segment and product line information is impacted by acquisition/divestiture activities, impairment charges, director and officer transition charges, restructuring costs and related benefits. Corporate assets, which are not allocated, principally represent cash and cash equivalents, capitalized debt issuance costs and deferred income taxes. |
Contingencies and Litigation
Contingencies and Litigation | 9 Months Ended |
May 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies and Litigation | Contingencies and Litigation The Company had outstanding letters of credit of $16.1 million and $17.8 million at May 31, 2017 and August 31, 2016 , respectively, the majority of which relate to commercial contracts and self-insured workers compensation programs. The Company is a party to various legal proceedings that have arisen in the normal course of business. These legal proceedings typically include product liability, environmental, labor, patent claims and other disputes. The Company has recorded reserves for loss contingencies based on the specific circumstances of each case. Such reserves are recorded when it is probable that a loss has been incurred and can be reasonably estimated. In the opinion of management, resolution of these contingencies are not expected to have a material adverse effect on the Company’s financial condition, results of operations or cash flows. The Company remains contingently liable for lease payments under leases of businesses that it previously divested or spun-off, in the event that such businesses are unable to fulfill their future lease payment obligations. The discounted present value of future minimum lease payments for these leases was $13.8 million at May 31, 2017 (including $11.1 million related to the former Electrical segment). The Company has facilities in numerous geographic locations that are subject to a range of environmental laws and regulations. Environmental expenditures over the past two years have not been material. Management believes that such costs will not have a material adverse effect on the Company’s financial position, results of operations or cash flows. |
Guarantor Subsidiaries
Guarantor Subsidiaries | 9 Months Ended |
May 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Guarantor Subsidiaries | 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 remains outstanding as of May 31, 2017 . All of our 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. The following tables present the results of operations, financial position and cash flows of Actuant Corporation and its subsidiaries, the Guarantor and non-Guarantor entities, and the eliminations necessary to arrive at the information for the Company on a consolidated basis. Certain assets, liabilities and expenses have not been allocated to the Guarantors and 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. CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (in thousands) Three Months Ended May 31, 2017 Parent Guarantors Non-Guarantors Eliminations Consolidated Net sales $ 39,753 $ 98,391 $ 157,283 $ — $ 295,427 Cost of products sold 9,944 71,565 111,114 — 192,623 Gross profit 29,809 26,826 46,169 — 102,804 Selling, administrative and engineering expenses 18,113 18,060 33,878 — 70,051 Amortization of intangible assets 318 2,865 1,854 — 5,037 Restructuring charges 99 153 132 — 384 Operating profit 11,279 5,748 10,305 — 27,332 Financing costs, net 7,558 — (5 ) — 7,553 Intercompany (income) expense, net (3,941 ) 3,958 (17 ) — — Intercompany dividends 5,353 — (5,353 ) — — Other (income) expense, net (159 ) 98 1,358 — 1,297 Earnings before income taxes 2,468 1,692 14,322 — 18,482 Income tax benefit (3,521 ) (168 ) (340 ) — (4,029 ) Net earnings before equity in earnings of subsidiaries 5,989 1,860 14,662 — 22,511 Equity in earnings of subsidiaries 16,523 15,475 1,754 (33,752 ) — Net earnings 22,511 17,335 16,416 (33,752 ) 22,511 Comprehensive income $ 42,835 $ 24,376 $ 28,358 $ (52,734 ) $ 42,835 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (in thousands) Three Months Ended May 31, 2016 Parent Guarantors Non-Guarantors Eliminations Consolidated Net sales $ 33,610 $ 94,095 $ 177,636 $ — $ 305,341 Cost of products sold 6,603 67,079 124,133 — 197,815 Gross profit 27,007 27,016 53,503 — 107,526 Selling, administrative and engineering expenses 17,172 17,805 35,143 — 70,120 Amortization of intangible assets 318 3,322 1,927 — 5,567 Restructuring charges 100 443 2,953 — 3,496 Operating profit 9,417 5,446 13,480 — 28,343 Financing costs (income), net 7,601 — (348 ) — 7,253 Intercompany (income) expense, net (4,990 ) (933 ) 5,923 — — Other expense, net 199 13 539 — 751 Earnings before income taxes 6,607 6,366 7,366 — 20,339 Income tax (benefit) expense (929 ) 287 (185 ) — (827 ) Net earnings before equity in earnings of subsidiaries 7,536 6,079 7,551 — 21,166 Equity in earnings of subsidiaries 13,630 7,715 1,769 (23,114 ) — Net earnings 21,166 13,794 9,320 (23,114 ) 21,166 Comprehensive income $ 36,488 $ 27,280 $ 10,936 $ (38,216 ) $ 36,488 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (in thousands) Nine Months Ended May 31, 2017 Parent Guarantors Non-Guarantors Eliminations Consolidated Net sales $ 106,435 $ 263,640 $ 450,014 $ — $ 820,089 Cost of products sold 27,087 194,802 315,003 — 536,892 Gross profit 79,348 68,838 135,011 — 283,197 Selling, administrative and engineering expenses 54,633 51,245 99,731 — 205,609 Amortization of intangible assets 954 8,859 5,555 — 15,368 Restructuring charges 826 1,317 3,290 — 5,433 Director & officer transition charges 7,784 — — — 7,784 Operating profit 15,151 7,417 — 26,435 — 49,003 Financing costs (income), net 22,314 — (295 ) — 22,019 Intercompany (income) expense, net (16,891 ) 14,114 2,777 — — Intercompany dividends 5,353 (59,401 ) (5,353 ) 59,401 — Other expense (income), net 1,878 24 (642 ) — 1,260 Earnings before income taxes 2,497 52,680 29,948 (59,401 ) 25,724 Income tax (benefit) expense (6,084 ) (865 ) 122 — (6,827 ) Net earnings before equity in earnings of subsidiaries 8,581 53,545 29,826 (59,401 ) 32,551 Equity in earnings of subsidiaries 23,970 29,157 4,616 (57,743 ) — Net earnings 32,551 82,702 34,442 (117,144 ) 32,551 Comprehensive income $ 29,864 $ 71,992 $ 41,817 $ (113,809 ) $ 29,864 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (in thousands) Nine Months Ended May 31, 2016 Parent Guarantors Non-Guarantors Eliminations Consolidated Net sales $ 100,699 $ 279,135 $ 493,807 $ — $ 873,641 Cost of products sold 25,851 201,232 339,441 — 566,524 Gross profit 74,848 77,903 154,366 — 307,117 Selling, administrative and engineering expenses 54,049 53,644 102,509 — 210,202 Amortization of intangible assets 954 9,966 6,427 — 17,347 Restructuring charges 1,057 3,011 7,390 — 11,458 Impairment charges — 49,012 137,499 — 186,511 Operating profit (loss) 18,788 (37,730 ) (99,459 ) — (118,401 ) Financing costs (income), net 22,364 — (1,128 ) — 21,236 Intercompany (income) expense, net (16,284 ) (7,830 ) 24,114 — — Intercompany dividends — — (5,338 ) 5,338 — Other expense, net 802 44 759 — 1,605 Earnings (loss) before income tax expense 11,906 (29,944 ) (117,866 ) (5,338 ) (141,242 ) Income tax (benefit) expense (1,986 ) 944 (17,624 ) — (18,666 ) Net earnings (loss) before equity in (loss) earnings of subsidiaries 13,892 (30,888 ) (100,242 ) (5,338 ) (122,576 ) Equity in (loss) earnings of subsidiaries (136,468 ) (87,354 ) 3,856 219,966 — Net loss (122,576 ) (118,242 ) (96,386 ) 214,628 (122,576 ) Comprehensive loss $ (142,339 ) $ (133,602 ) $ (101,219 ) $ 234,821 $ (142,339 ) CONDENSED CONSOLIDATING BALANCE SHEETS (in thousands) May 31, 2017 Parent Guarantors Non-Guarantors Eliminations Consolidated ASSETS Current assets Cash and cash equivalents $ 26,554 $ — $ 172,400 $ — $ 198,954 Accounts receivable, net 16,860 54,887 136,017 — 207,764 Inventories, net 20,114 44,605 65,536 — 130,255 Other current assets 14,276 2,695 51,507 — 68,478 Total current assets 77,804 102,187 425,460 — 605,451 Property, plant and equipment, net 6,879 26,667 83,831 — 117,377 Goodwill 38,847 200,499 280,447 — 519,793 Other intangibles, net 8,475 140,902 73,909 — 223,286 Investment in subsidiaries 1,916,360 1,134,186 755,620 (3,806,166 ) — Intercompany receivable — 708,400 193,397 (901,797 ) — Other long-term assets 4,944 812 16,376 — 22,132 Total assets $ 2,053,309 $ 2,313,653 $ 1,829,040 $ (4,707,963 ) $ 1,488,039 LIABILITIES & SHAREHOLDERS' EQUITY Current liabilities Trade accounts payable $ 11,278 $ 27,522 $ 88,836 $ — $ 127,636 Accrued compensation and benefits 17,249 7,843 25,269 — 50,361 Current maturities of debt and short-term borrowings 30,000 — — — 30,000 Income taxes payable — — 8,785 — 8,785 Other current liabilities 17,887 6,525 27,512 — 51,924 Total current liabilities 76,414 41,890 150,402 — 268,706 Long-term debt, net 539,252 — — — 539,252 Deferred income taxes 23,899 — 8,416 — 32,315 Pension and postretirement benefit liabilities 15,632 — 8,830 — 24,462 Other long-term liabilities 44,621 371 6,752 — 51,744 Intercompany payable 781,931 — 119,866 (901,797 ) — Shareholders’ equity 571,560 2,271,392 1,534,774 (3,806,166 ) 571,560 Total liabilities and shareholders’ equity $ 2,053,309 $ 2,313,653 $ 1,829,040 $ (4,707,963 ) $ 1,488,039 CONDENSED CONSOLIDATING BALANCE SHEETS (in thousands) August 31, 2016 Parent Guarantors Non-Guarantors Eliminations Consolidated ASSETS Current assets Cash and cash equivalents $ 7,953 $ 71 $ 171,580 $ — $ 179,604 Accounts receivable, net 13,692 41,715 131,422 — 186,829 Inventories, net 19,897 44,283 66,576 — 130,756 Other current assets 7,754 3,858 33,851 — 45,463 Total current assets 49,296 89,927 403,429 — 542,652 Property, plant and equipment, net 5,927 23,511 84,577 — 114,015 Goodwill 38,847 200,499 279,930 — 519,276 Other intangibles, net 9,429 149,757 80,289 — 239,475 Investment in subsidiaries 1,915,367 578,423 465,736 (2,959,526 ) — Intercompany receivable — 1,159,672 — (1,159,672 ) — Other long-term assets 5,702 10 17,530 — 23,242 Total assets $ 2,024,568 $ 2,201,799 $ 1,331,491 $ (4,119,198 ) $ 1,438,660 LIABILITIES & SHAREHOLDERS' EQUITY Current liabilities Trade accounts payable $ 11,529 $ 20,669 $ 82,853 $ — $ 115,051 Accrued compensation and benefits 17,506 5,754 23,641 — 46,901 Current maturities of debt and short-term borrowings 18,750 — — — 18,750 Income taxes payable 1,886 — 7,368 — 9,254 Other current liabilities 20,459 6,989 24,508 — 51,956 Total current liabilities 70,130 33,412 138,370 — 241,912 Long-term debt, net 561,681 — — — 561,681 Deferred income taxes 30,666 — 690 — 31,356 Pension and postretirement benefit liabilities 16,803 — 8,864 — 25,667 Other long-term liabilities 47,739 588 8,767 — 57,094 Intercompany payable 776,599 — 383,073 (1,159,672 ) — Shareholders’ equity 520,950 2,167,799 791,727 (2,959,526 ) 520,950 Total liabilities and shareholders’ equity $ 2,024,568 $ 2,201,799 $ 1,331,491 $ (4,119,198 ) $ 1,438,660 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (in thousands) Nine Months Ended May 31, 2017 Parent Guarantors Non-Guarantors Eliminations Consolidated Operating Activities Net cash provided by operating activities $ 82,185 $ 13,184 $ 20,798 $ (64,754 ) $ 51,413 Investing Activities Capital expenditures (2,706 ) (8,037 ) (12,176 ) — (22,919 ) Proceeds from sale of property, plant and equipment — 135 109 — 244 Cash used in investing activities (2,706 ) (7,902 ) (12,067 ) — (22,675 ) Financing Activities Principal repayments on term loan (11,250 ) — — — (11,250 ) Taxes paid related to the net share settlement of equity awards (999 ) — — — (999 ) Redemption of 5.625% Senior Notes (500 ) — — — (500 ) Stock option exercises, related tax benefits and other 7,963 — — — 7,963 Payment of deferred acquisition consideration — — (742 ) — (742 ) Cash dividend (2,358 ) (5,353 ) (59,401 ) 64,754 (2,358 ) Intercompany loan activity (53,734 ) — 53,734 — — Cash used in financing activities (60,878 ) (5,353 ) (6,409 ) 64,754 (7,886 ) Effect of exchange rate changes on cash — — (1,502 ) — (1,502 ) Net increase (decrease) in cash and cash equivalents 18,601 (71 ) 820 — 19,350 Cash and cash equivalents—beginning of period 7,953 71 171,580 — 179,604 Cash and cash equivalents—end of period $ 26,554 $ — $ 172,400 $ — $ 198,954 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (in thousands) Nine Months Ended May 31, 2016 Parent Guarantors Non-Guarantors Eliminations Consolidated Operating Activities Net cash provided by operating activities $ 15,256 $ 8,657 $ 56,416 $ (5,338 ) $ 74,991 Investing Activities Capital expenditures (1,237 ) (4,656 ) (9,730 ) — (15,623 ) Proceeds from sale of property, plant and equipment 13 6,637 1,985 — 8,635 Intercompany investment (339 ) (6,125 ) — 6,464 — Business acquisitions, net of cash acquired — — (80,674 ) — (80,674 ) Cash used in investing activities (1,563 ) (4,144 ) (88,419 ) 6,464 (87,662 ) Financing Activities Net repayments on revolver and other debt — — (210 ) — (210 ) Purchase of treasury shares (14,125 ) — — — (14,125 ) Taxes paid related to the net share settlement of equity awards (1,344 ) — — — (1,344 ) Stock option exercises, related tax benefits and other 5,729 — — — 5,729 Cash dividend (2,376 ) (5,338 ) — 5,338 (2,376 ) Intercompany loan activity (12,139 ) — 12,139 — — Intercompany capital contribution — 339 6,125 (6,464 ) — Cash (used in) provided by financing activities (24,255 ) (4,999 ) 18,054 (1,126 ) (12,326 ) Effect of exchange rate changes on cash — — (6,760 ) — (6,760 ) Net decrease in cash and cash equivalents (10,562 ) (486 ) (20,709 ) — (31,757 ) Cash and cash equivalents—beginning of period 18,688 567 149,591 — 168,846 Cash and cash equivalents—end of period $ 8,126 $ 81 $ 128,882 $ — $ 137,089 |
Basis of Presentation Basis of
Basis of Presentation Basis of Presentation (Policies) | 9 Months Ended |
May 31, 2017 | |
Accounting Policies [Abstract] | |
New Accounting Pronouncements, Policy [Policy Text Block] | New Accounting Pronouncements In April 2015, the FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs, which includes amendments that require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. Under the new guidance, the recognition and measurement of debt issuance costs is not affected. This guidance was adopted on September 1, 2016. As a result of adoption, debt issuance costs of $3.9 million were reclassified from other long-term assets to long-term debt, net (contra liability) on the balance sheet as of August 31, 2016. In August 2015, the FASB issued ASU 2015-15, Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements , further clarifying that ASU 2015-03 relates only to the presentation of debt issuance costs related to term loans and does not relate to lines-of-credit or revolvers. As such, the debt issuance costs related to the Company's revolver remain classified in other long-term assets. In September 2015, the FASB issued ASU 2015-16, Simplifying the Accounting for Measurement-Period Adjustments, which eliminates the requirement to retrospectively account for changes to provisional amounts initially recorded in a business acquisition opening balance sheet. This guidance was adopted on September 1, 2016. The adoption did not have a material impact on the financial statements of the Company. In October 2016, the FASB issued ASU 2016-16, Intra-Entity Transfers of Assets Other Than Inventory , which amends the existing guidance to prohibit immediate recognition of the current and deferred income tax impacts of intra-entity asset transfers. The ASU eliminates this prohibition for all intra-entity asset transfers, except inventory. This guidance was adopted, on a modified retrospective basis, at September 1, 2016. The adoption did not have a material impact on the cumulative retained earnings or on the condensed consolidated financial statements of the Company. In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment, which removes the requirement to compare the implied fair value of goodwill with its carrying amount as part of step 2 of the goodwill impairment test. As a result, under the ASU, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount and should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the impairment loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. This guidance will be adopted in the fourth quarter of fiscal 2017 in connection with our annual impairment testing. In March 2017, the FASB issued ASU 2017-07, Compensation-Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost, which changes how employers that sponsor defined benefit pension or other postretirement benefit plans present the net periodic benefit cost in the income statement. The new guidance requires the service cost component of net periodic benefit cost to be presented in the same income statement line items as other employee compensation costs arising from services rendered during the period. Other components of the net periodic benefit cost are to be stated separately from service cost and outside of operating income. This guidance is effective for fiscal years beginning after December 15, 2017 (fiscal 2019 for the Company) and interim periods within those annual periods. The amendment is to be applied retrospectively. Due to a majority of the Company's retirement benefit plans being frozen and the net periodic pension cost not being significant, the Company does not believe that adoption of this guidance will have a significant impact on the financial statements of the Company. In March 2016, the FASB issued ASU 2016-09, Stock Compensation: Improvements to Employee Share-Based Payment Accounting, which will simplify several aspects of accounting for share-based payment transactions. The guidance will require, among other items, that all excess tax deficiencies or benefits be recorded as income tax expense or benefit in the statement of earnings and not in additional paid-in capital (shareholder's equity). This guidance is effective for fiscal years beginning after December 15, 2016 (fiscal 2018 for the Company) and interim periods within those annual periods. The impact of the adoption of this guidance will have the following effects: • add additional income tax expense (benefit) in the statement of operations which will create volatility in the Company's effective tax rate; • the Company will no longer reclassify the excess tax benefit from operating activities to financing activities in the consolidated statement of cash flows; • impact our computation of diluted earnings per share as the Company will exclude the excess tax benefit from the assumed proceeds available to repurchase shares. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers. Under ASU 2014-09 and subsequent updates included in ASU 2016-10 and ASU 2016-12, an entity will recognize revenue when it transfers promised goods or services to customers in an amount that reflects what it expects to receive in exchange for the goods or services. It also requires more detailed disclosures to enable users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. This guidance is effective for fiscal years beginning on or after December 15, 2017 (fiscal 2019 for the Company). The Company has begun assessing its various revenue streams to identify performance obligations under these ASUs and the key aspects of the standard that will impact the Company's revenue recognition process. Based upon our preliminary assessments, these standards may impact our allocation of contract revenue between various products and services and the timing of when those revenues are recognized, but do not expect a material or significant impact to amounts recognized. Given the diversity of its commercial arrangements, the Company is continuing to assess the impact these standards may have on its consolidated results of operation, financial position, cash flows and financial statement disclosures. In February 2016, the FASB issued ASU 2016-02, Leases, to increase transparency and comparability among organizations by recognizing all lease transactions (with terms in excess of 12 months) on the balance sheet as a lease liability and a right-of-use asset. This guidance is effective for fiscal years beginning after December 15, 2018 (fiscal 2020 for the Company), including interim periods within those fiscal years. Upon adoption, the lessee will apply the new standard retrospectively to all periods presented or retrospectively using a cumulative effect adjustment in the year of adoption. The Company is currently gathering, documenting and analyzing lease agreements related this ASU and anticipates material additions to the balance sheet upon adoption of right-of-use assets, offset by the associated liabilities, due to our routine use of operating leases over time. In August 2016, the FASB issued ASU 2016‑15, Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments , to address how certain cash receipts and cash payments are presented and classified in the statement of cash flows. This update addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice. This guidance is effective for fiscal years beginning after December 15, 2017 (fiscal 2019 for the Company), including interim periods within those fiscal years. This update will require adoption on a retrospective basis unless it is impracticable to apply. The Company does not believe that this guidance will have a significant impact on its presentation of the statement of cash flows. |
Restructuring Charges (Tables)
Restructuring Charges (Tables) | 9 Months Ended |
May 31, 2017 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Costs [Table Text Block] | The following rollforwards summarize restructuring reserve activity by segment (in thousands): Nine Months Ended May 31, 2017 Industrial Energy Engineered Solutions Corporate Total Balance as of August 31, 2016 $ 1,343 $ 3,021 $ 1,863 $ 46 $ 6,273 Restructuring charges 1,686 39 3,627 81 5,433 Cash payments (2,060 ) (1,123 ) (3,128 ) (83 ) (6,394 ) Other non-cash uses of reserve (437 ) (7 ) (13 ) (44 ) (501 ) Impact of changes in foreign currency rates (19 ) (2 ) (10 ) — (31 ) Balance as of May 31, 2017 $ 513 $ 1,928 $ 2,339 $ — $ 4,780 Nine Months Ended May 31, 2016 Industrial Energy Engineered Solutions Corporate Total Balance as of August 31, 2015 $ — $ — $ — $ — $ — Restructuring charges 1,792 4,877 4,528 261 11,458 Cash payments (1,000 ) (1,122 ) (2,182 ) (200 ) (4,504 ) Other non-cash uses of reserve — (170 ) (304 ) (1 ) (475 ) Impact of changes in foreign currency rates 17 (14 ) 18 — 21 Balance as of May 31, 2016 $ 809 $ 3,571 $ 2,060 $ 60 $ 6,500 |
Acquisitions Acquisitions - Pro
Acquisitions Acquisitions - Pro Forma Results of Operations (Tables) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
May 31, 2017 | May 31, 2016 | May 31, 2017 | May 31, 2016 | |
Net sales | ||||
Net sales, As reported | $ 295,427 | $ 305,341 | $ 820,089 | $ 873,641 |
Net sales, Pro forma | 295,427 | 308,526 | 820,089 | 899,535 |
Net earnings (loss) | ||||
Net earnings (loss), As reported | 22,511 | 21,166 | 32,551 | (122,576) |
Net earnings (loss), Pro forma | $ 22,511 | $ 21,800 | $ 32,551 | $ (118,590) |
Basic earnings (loss) per share | ||||
Basic earning (loss) per share, As reported | $ 0.38 | $ 0.36 | $ 0.55 | $ (2.08) |
Basic earnings (loss) per share, Pro forma | 0.38 | 0.37 | 0.55 | (2.01) |
Diluted earnings (loss) per share | ||||
Diluted earnings (loss) per share, As reported | 0.37 | 0.36 | 0.54 | (2.08) |
Diluted earnings (loss) per share, Pro forma | $ 0.37 | $ 0.37 | $ 0.54 | $ (2.01) |
Goodwill and Other Intangible25
Goodwill and Other Intangible Assets (Tables) | 9 Months Ended | |
May 31, 2017 | May 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Asset Impairment Charges [Table Text Block] | A summary of the second quarter fiscal 2016 impairment charge by reporting unit is as follows (in thousands): Cortland Viking maximatecc Total Goodwill $ 34,502 $ 39,099 $ 44,521 $ 118,122 Indefinite lived intangible assets 2,211 13,289 1,153 16,653 Amortizable intangible assets — 27,952 — 27,952 Fixed assets — 23,784 — 23,784 $ 36,713 $ 104,124 $ 45,674 $ 186,511 | |
Schedule of Goodwill | The changes in the carrying value of goodwill for the nine months ended May 31, 2017 are as follows (in thousands): Industrial Energy Engineered Solutions Total Balance as of August 31, 2016 $ 101,739 $ 187,321 $ 230,216 $ 519,276 Purchase accounting adjustments (59 ) 1,144 — 1,085 Impact of changes in foreign currency rates 219 (1,241 ) 454 (568 ) Balance as of May 31, 2017 $ 101,899 $ 187,224 $ 230,670 $ 519,793 | |
Schedule Of Finite Lived And Indefinite Lived Intangible Assets Table | The gross carrying value and accumulated amortization of the Company’s other intangible assets are as follows (in thousands): May 31, 2017 August 31, 2016 Weighted Average Amortization Period (Years) Gross Carrying Value Accumulated Amortization Net Book Value Gross Carrying Value Accumulated Amortization Net Book Value Amortizable intangible assets: Customer relationships 15 $ 291,307 $ 178,168 $ 113,139 $ 292,671 $ 166,252 $ 126,419 Patents 11 30,204 23,558 6,646 30,296 22,233 8,063 Trademarks and tradenames 18 21,236 8,891 12,345 21,283 7,936 13,347 Other intangibles 3 6,595 6,090 505 6,627 5,890 737 Indefinite lived intangible assets: Tradenames N/A 90,651 — 90,651 90,909 — 90,909 $ 439,993 $ 216,707 $ 223,286 $ 441,786 $ 202,311 $ 239,475 |
Product Warranty Costs (Tables)
Product Warranty Costs (Tables) | 9 Months Ended |
May 31, 2017 | |
Guarantees [Abstract] | |
Schedule of Product Warranty Liability | The following is a rollforward of the product warranty reserve (in thousands): Nine Months Ended May 31, 2017 2016 Beginning balance $ 5,592 $ 3,718 Provision for warranties 2,569 3,225 Warranty reserve for acquired businesses — 3 Warranty payments and costs incurred (3,993 ) (3,155 ) Impact of changes in foreign currency rates (13 ) (35 ) Ending balance $ 4,155 $ 3,756 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
May 31, 2017 | |
Debt Disclosure [Abstract] | |
Long-Term Indebtedness | The following is a summary of the Company’s long-term indebtedness (in thousands): May 31, 2017 August 31, 2016 Senior Credit Facility Revolver ($600 million) $ — $ — Term Loan 285,000 296,250 Total Senior Credit Facility 285,000 296,250 5.625% Senior Notes 287,559 288,059 Total Senior Indebtedness 572,559 584,309 Less: Current maturities of long-term debt (30,000 ) (18,750 ) Debt issuance costs (3,307 ) (3,878 ) Total long-term debt, net $ 539,252 $ 561,681 |
Derivatives Derivatives (Tables
Derivatives Derivatives (Tables) | 9 Months Ended |
May 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments, Gain (Loss) [Table Text Block] | Net foreign currency gains (losses) related to these derivative instruments are as follows (in thousands): Three Months Ended May 31, Nine Months Ended May 31, 2017 2016 2017 2016 Foreign currency loss $ (484 ) $ (394 ) $ (2,450 ) $ (1,028 ) |
Capital Stock and Share Repur29
Capital Stock and Share Repurchase (Tables) | 9 Months Ended |
May 31, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The reconciliation between basic and diluted earnings per share is as follows (in thousands, except per share amounts): Three Months Ended May 31, Nine Months Ended May 31, 2017 2016 2017 2016 Numerator: Net earnings (loss) $ 22,511 $ 21,166 $ 32,551 $ (122,576 ) Denominator: Weighted average common shares outstanding - basic 59,675 58,923 59,339 59,034 Net effect of dilutive securities - stock based compensation plans 727 666 716 — Weighted average common shares outstanding - diluted 60,402 59,589 $ 60,055 $ 59,034 Basic earnings (loss) per share $ 0.38 $ 0.36 $ 0.55 $ (2.08 ) Diluted earnings (loss) per share 0.37 0.36 0.54 (2.08 ) Anti-dilutive securities from stock based compensation plans (excluded from earnings per share calculation) 1,969 1,930 1,981 4,973 |
Income Taxes Income Taxes (Tabl
Income Taxes Income Taxes (Tables) | 9 Months Ended |
May 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Tax Effective Tax Rate [Table Text Block] | Three Months Ended May 31, Nine Months Ended May 31, 2017 2016 2017 2016 Earnings (loss) before income taxes $ 18,482 $ 20,339 $ 25,724 $ (141,242 ) Income tax benefit (4,029 ) (827 ) (6,827 ) (18,666 ) Effective income tax rate (21.8 )% (4.1 )% (26.5 )% 13.2 % Adjusted effective income tax rate (1) (21.8 )% (4.1 )% (26.5 )% (2.8 )% |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
May 31, 2017 | |
Segment Reporting [Abstract] | |
Summary of Financial Information by Reportable Segment and Product Line | The following tables summarize financial information by reportable segment and product line (in thousands): Three Months Ended May 31, Nine Months Ended May 31, 2017 2016 2017 2016 Net Sales by Reportable Product Line & Segment: Industrial Segment: Industrial Tools $ 87,404 $ 81,770 $ 245,122 $ 233,599 Heavy Lifting Technology 13,099 13,980 34,319 32,210 100,503 95,750 279,441 265,809 Energy Segment: Energy Maintenance & Integrity 59,905 73,377 176,316 210,762 Other Energy Solutions 23,575 27,923 64,694 90,526 83,480 101,300 241,010 301,288 Engineered Solutions Segment: On-Highway 57,710 58,440 159,952 161,949 Agriculture, Off-Highway and Other 53,734 49,851 139,686 144,595 111,444 108,291 299,638 306,544 $ 295,427 $ 305,341 $ 820,089 $ 873,641 Operating Profit (Loss): Industrial $ 23,705 $ 21,712 $ 60,860 $ 58,994 Energy (1) 905 10,870 3,537 (115,803 ) Engineered Solutions (2) 8,105 3,651 10,676 (37,943 ) General Corporate (5,383 ) (7,890 ) (26,070 ) (23,649 ) $ 27,332 $ 28,343 $ 49,003 $ (118,401 ) (1) Energy segment operating profit (loss) includes an impairment charge of $140.9 million for the nine months ended May 31, 2016 . (2) Engineered Solutions segment operating profit (loss) includes an impairment charge of $45.7 million for the nine months ended May 31, 2016 . May 31, 2017 August 31, 2016 Assets by Segment: Industrial $ 308,148 $ 308,222 Energy 501,528 479,169 Engineered Solutions 511,391 493,840 General Corporate 166,972 157,429 $ 1,488,039 $ 1,438,660 |
Guarantor Subsidiaries (Tables)
Guarantor Subsidiaries (Tables) | 9 Months Ended |
May 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule Of Condensed Consolidating Statement Of Earnings And Comprehensive Income [Table Text Block] | CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (in thousands) Three Months Ended May 31, 2017 Parent Guarantors Non-Guarantors Eliminations Consolidated Net sales $ 39,753 $ 98,391 $ 157,283 $ — $ 295,427 Cost of products sold 9,944 71,565 111,114 — 192,623 Gross profit 29,809 26,826 46,169 — 102,804 Selling, administrative and engineering expenses 18,113 18,060 33,878 — 70,051 Amortization of intangible assets 318 2,865 1,854 — 5,037 Restructuring charges 99 153 132 — 384 Operating profit 11,279 5,748 10,305 — 27,332 Financing costs, net 7,558 — (5 ) — 7,553 Intercompany (income) expense, net (3,941 ) 3,958 (17 ) — — Intercompany dividends 5,353 — (5,353 ) — — Other (income) expense, net (159 ) 98 1,358 — 1,297 Earnings before income taxes 2,468 1,692 14,322 — 18,482 Income tax benefit (3,521 ) (168 ) (340 ) — (4,029 ) Net earnings before equity in earnings of subsidiaries 5,989 1,860 14,662 — 22,511 Equity in earnings of subsidiaries 16,523 15,475 1,754 (33,752 ) — Net earnings 22,511 17,335 16,416 (33,752 ) 22,511 Comprehensive income $ 42,835 $ 24,376 $ 28,358 $ (52,734 ) $ 42,835 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (in thousands) Three Months Ended May 31, 2016 Parent Guarantors Non-Guarantors Eliminations Consolidated Net sales $ 33,610 $ 94,095 $ 177,636 $ — $ 305,341 Cost of products sold 6,603 67,079 124,133 — 197,815 Gross profit 27,007 27,016 53,503 — 107,526 Selling, administrative and engineering expenses 17,172 17,805 35,143 — 70,120 Amortization of intangible assets 318 3,322 1,927 — 5,567 Restructuring charges 100 443 2,953 — 3,496 Operating profit 9,417 5,446 13,480 — 28,343 Financing costs (income), net 7,601 — (348 ) — 7,253 Intercompany (income) expense, net (4,990 ) (933 ) 5,923 — — Other expense, net 199 13 539 — 751 Earnings before income taxes 6,607 6,366 7,366 — 20,339 Income tax (benefit) expense (929 ) 287 (185 ) — (827 ) Net earnings before equity in earnings of subsidiaries 7,536 6,079 7,551 — 21,166 Equity in earnings of subsidiaries 13,630 7,715 1,769 (23,114 ) — Net earnings 21,166 13,794 9,320 (23,114 ) 21,166 Comprehensive income $ 36,488 $ 27,280 $ 10,936 $ (38,216 ) $ 36,488 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (in thousands) Nine Months Ended May 31, 2017 Parent Guarantors Non-Guarantors Eliminations Consolidated Net sales $ 106,435 $ 263,640 $ 450,014 $ — $ 820,089 Cost of products sold 27,087 194,802 315,003 — 536,892 Gross profit 79,348 68,838 135,011 — 283,197 Selling, administrative and engineering expenses 54,633 51,245 99,731 — 205,609 Amortization of intangible assets 954 8,859 5,555 — 15,368 Restructuring charges 826 1,317 3,290 — 5,433 Director & officer transition charges 7,784 — — — 7,784 Operating profit 15,151 7,417 — 26,435 — 49,003 Financing costs (income), net 22,314 — (295 ) — 22,019 Intercompany (income) expense, net (16,891 ) 14,114 2,777 — — Intercompany dividends 5,353 (59,401 ) (5,353 ) 59,401 — Other expense (income), net 1,878 24 (642 ) — 1,260 Earnings before income taxes 2,497 52,680 29,948 (59,401 ) 25,724 Income tax (benefit) expense (6,084 ) (865 ) 122 — (6,827 ) Net earnings before equity in earnings of subsidiaries 8,581 53,545 29,826 (59,401 ) 32,551 Equity in earnings of subsidiaries 23,970 29,157 4,616 (57,743 ) — Net earnings 32,551 82,702 34,442 (117,144 ) 32,551 Comprehensive income $ 29,864 $ 71,992 $ 41,817 $ (113,809 ) $ 29,864 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (in thousands) Nine Months Ended May 31, 2016 Parent Guarantors Non-Guarantors Eliminations Consolidated Net sales $ 100,699 $ 279,135 $ 493,807 $ — $ 873,641 Cost of products sold 25,851 201,232 339,441 — 566,524 Gross profit 74,848 77,903 154,366 — 307,117 Selling, administrative and engineering expenses 54,049 53,644 102,509 — 210,202 Amortization of intangible assets 954 9,966 6,427 — 17,347 Restructuring charges 1,057 3,011 7,390 — 11,458 Impairment charges — 49,012 137,499 — 186,511 Operating profit (loss) 18,788 (37,730 ) (99,459 ) — (118,401 ) Financing costs (income), net 22,364 — (1,128 ) — 21,236 Intercompany (income) expense, net (16,284 ) (7,830 ) 24,114 — — Intercompany dividends — — (5,338 ) 5,338 — Other expense, net 802 44 759 — 1,605 Earnings (loss) before income tax expense 11,906 (29,944 ) (117,866 ) (5,338 ) (141,242 ) Income tax (benefit) expense (1,986 ) 944 (17,624 ) — (18,666 ) Net earnings (loss) before equity in (loss) earnings of subsidiaries 13,892 (30,888 ) (100,242 ) (5,338 ) (122,576 ) Equity in (loss) earnings of subsidiaries (136,468 ) (87,354 ) 3,856 219,966 — Net loss (122,576 ) (118,242 ) (96,386 ) 214,628 (122,576 ) Comprehensive loss $ (142,339 ) $ (133,602 ) $ (101,219 ) $ 234,821 $ (142,339 ) |
Condensed Consolidating Balance Sheets | CONDENSED CONSOLIDATING BALANCE SHEETS (in thousands) May 31, 2017 Parent Guarantors Non-Guarantors Eliminations Consolidated ASSETS Current assets Cash and cash equivalents $ 26,554 $ — $ 172,400 $ — $ 198,954 Accounts receivable, net 16,860 54,887 136,017 — 207,764 Inventories, net 20,114 44,605 65,536 — 130,255 Other current assets 14,276 2,695 51,507 — 68,478 Total current assets 77,804 102,187 425,460 — 605,451 Property, plant and equipment, net 6,879 26,667 83,831 — 117,377 Goodwill 38,847 200,499 280,447 — 519,793 Other intangibles, net 8,475 140,902 73,909 — 223,286 Investment in subsidiaries 1,916,360 1,134,186 755,620 (3,806,166 ) — Intercompany receivable — 708,400 193,397 (901,797 ) — Other long-term assets 4,944 812 16,376 — 22,132 Total assets $ 2,053,309 $ 2,313,653 $ 1,829,040 $ (4,707,963 ) $ 1,488,039 LIABILITIES & SHAREHOLDERS' EQUITY Current liabilities Trade accounts payable $ 11,278 $ 27,522 $ 88,836 $ — $ 127,636 Accrued compensation and benefits 17,249 7,843 25,269 — 50,361 Current maturities of debt and short-term borrowings 30,000 — — — 30,000 Income taxes payable — — 8,785 — 8,785 Other current liabilities 17,887 6,525 27,512 — 51,924 Total current liabilities 76,414 41,890 150,402 — 268,706 Long-term debt, net 539,252 — — — 539,252 Deferred income taxes 23,899 — 8,416 — 32,315 Pension and postretirement benefit liabilities 15,632 — 8,830 — 24,462 Other long-term liabilities 44,621 371 6,752 — 51,744 Intercompany payable 781,931 — 119,866 (901,797 ) — Shareholders’ equity 571,560 2,271,392 1,534,774 (3,806,166 ) 571,560 Total liabilities and shareholders’ equity $ 2,053,309 $ 2,313,653 $ 1,829,040 $ (4,707,963 ) $ 1,488,039 CONDENSED CONSOLIDATING BALANCE SHEETS (in thousands) August 31, 2016 Parent Guarantors Non-Guarantors Eliminations Consolidated ASSETS Current assets Cash and cash equivalents $ 7,953 $ 71 $ 171,580 $ — $ 179,604 Accounts receivable, net 13,692 41,715 131,422 — 186,829 Inventories, net 19,897 44,283 66,576 — 130,756 Other current assets 7,754 3,858 33,851 — 45,463 Total current assets 49,296 89,927 403,429 — 542,652 Property, plant and equipment, net 5,927 23,511 84,577 — 114,015 Goodwill 38,847 200,499 279,930 — 519,276 Other intangibles, net 9,429 149,757 80,289 — 239,475 Investment in subsidiaries 1,915,367 578,423 465,736 (2,959,526 ) — Intercompany receivable — 1,159,672 — (1,159,672 ) — Other long-term assets 5,702 10 17,530 — 23,242 Total assets $ 2,024,568 $ 2,201,799 $ 1,331,491 $ (4,119,198 ) $ 1,438,660 LIABILITIES & SHAREHOLDERS' EQUITY Current liabilities Trade accounts payable $ 11,529 $ 20,669 $ 82,853 $ — $ 115,051 Accrued compensation and benefits 17,506 5,754 23,641 — 46,901 Current maturities of debt and short-term borrowings 18,750 — — — 18,750 Income taxes payable 1,886 — 7,368 — 9,254 Other current liabilities 20,459 6,989 24,508 — 51,956 Total current liabilities 70,130 33,412 138,370 — 241,912 Long-term debt, net 561,681 — — — 561,681 Deferred income taxes 30,666 — 690 — 31,356 Pension and postretirement benefit liabilities 16,803 — 8,864 — 25,667 Other long-term liabilities 47,739 588 8,767 — 57,094 Intercompany payable 776,599 — 383,073 (1,159,672 ) — Shareholders’ equity 520,950 2,167,799 791,727 (2,959,526 ) 520,950 Total liabilities and shareholders’ equity $ 2,024,568 $ 2,201,799 $ 1,331,491 $ (4,119,198 ) $ 1,438,660 |
Condensed Consolidating Statements of Cash Flows | CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (in thousands) Nine Months Ended May 31, 2017 Parent Guarantors Non-Guarantors Eliminations Consolidated Operating Activities Net cash provided by operating activities $ 82,185 $ 13,184 $ 20,798 $ (64,754 ) $ 51,413 Investing Activities Capital expenditures (2,706 ) (8,037 ) (12,176 ) — (22,919 ) Proceeds from sale of property, plant and equipment — 135 109 — 244 Cash used in investing activities (2,706 ) (7,902 ) (12,067 ) — (22,675 ) Financing Activities Principal repayments on term loan (11,250 ) — — — (11,250 ) Taxes paid related to the net share settlement of equity awards (999 ) — — — (999 ) Redemption of 5.625% Senior Notes (500 ) — — — (500 ) Stock option exercises, related tax benefits and other 7,963 — — — 7,963 Payment of deferred acquisition consideration — — (742 ) — (742 ) Cash dividend (2,358 ) (5,353 ) (59,401 ) 64,754 (2,358 ) Intercompany loan activity (53,734 ) — 53,734 — — Cash used in financing activities (60,878 ) (5,353 ) (6,409 ) 64,754 (7,886 ) Effect of exchange rate changes on cash — — (1,502 ) — (1,502 ) Net increase (decrease) in cash and cash equivalents 18,601 (71 ) 820 — 19,350 Cash and cash equivalents—beginning of period 7,953 71 171,580 — 179,604 Cash and cash equivalents—end of period $ 26,554 $ — $ 172,400 $ — $ 198,954 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (in thousands) Nine Months Ended May 31, 2016 Parent Guarantors Non-Guarantors Eliminations Consolidated Operating Activities Net cash provided by operating activities $ 15,256 $ 8,657 $ 56,416 $ (5,338 ) $ 74,991 Investing Activities Capital expenditures (1,237 ) (4,656 ) (9,730 ) — (15,623 ) Proceeds from sale of property, plant and equipment 13 6,637 1,985 — 8,635 Intercompany investment (339 ) (6,125 ) — 6,464 — Business acquisitions, net of cash acquired — — (80,674 ) — (80,674 ) Cash used in investing activities (1,563 ) (4,144 ) (88,419 ) 6,464 (87,662 ) Financing Activities Net repayments on revolver and other debt — — (210 ) — (210 ) Purchase of treasury shares (14,125 ) — — — (14,125 ) Taxes paid related to the net share settlement of equity awards (1,344 ) — — — (1,344 ) Stock option exercises, related tax benefits and other 5,729 — — — 5,729 Cash dividend (2,376 ) (5,338 ) — 5,338 (2,376 ) Intercompany loan activity (12,139 ) — 12,139 — — Intercompany capital contribution — 339 6,125 (6,464 ) — Cash (used in) provided by financing activities (24,255 ) (4,999 ) 18,054 (1,126 ) (12,326 ) Effect of exchange rate changes on cash — — (6,760 ) — (6,760 ) Net decrease in cash and cash equivalents (10,562 ) (486 ) (20,709 ) — (31,757 ) Cash and cash equivalents—beginning of period 18,688 567 149,591 — 168,846 Cash and cash equivalents—end of period $ 8,126 $ 81 $ 128,882 $ — $ 137,089 |
Basis of Presentation Basis o33
Basis of Presentation Basis of Presentation (Details) - USD ($) $ in Thousands | May 31, 2017 | Aug. 31, 2016 |
Accounting Policies [Abstract] | ||
Deferred Finance Costs, Own-share Lending Arrangement, Issuance Costs, Net | $ (3,307) | $ (3,878) |
Director & Officer Transition34
Director & Officer Transition Charges (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
May 31, 2017 | May 31, 2016 | May 31, 2017 | May 31, 2016 | |
Compensation Related Costs [Abstract] | ||||
Director & officer transition charges | $ 0 | $ 0 | $ 7,784 | $ 0 |
Restructuring Charges (Details)
Restructuring Charges (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
May 31, 2017 | May 31, 2016 | May 31, 2017 | May 31, 2016 | |
Restructuring Reserve [Roll Forward] | ||||
Beginning Balance | $ 6,273 | $ 0 | ||
Restructuring Charges | $ 384 | $ 3,496 | 5,433 | 11,458 |
Cash payments | (6,394) | 4,504 | ||
Other non-cash uses of reserve | (501) | (475) | ||
Impact of changes in foreign currency rates | (31) | 21 | ||
Ending Balance | 4,780 | 6,500 | 4,780 | 6,500 |
Industrial | ||||
Restructuring Reserve [Roll Forward] | ||||
Beginning Balance | 1,343 | 0 | ||
Restructuring Charges | 1,686 | 1,792 | ||
Cash payments | (2,060) | (1,000) | ||
Other non-cash uses of reserve | (437) | 0 | ||
Impact of changes in foreign currency rates | (19) | 17 | ||
Ending Balance | 513 | 809 | 513 | 809 |
Energy | ||||
Restructuring Reserve [Roll Forward] | ||||
Beginning Balance | 3,021 | 0 | ||
Restructuring Charges | 39 | 4,877 | ||
Cash payments | (1,123) | (1,122) | ||
Other non-cash uses of reserve | (7) | (170) | ||
Impact of changes in foreign currency rates | (2) | (14) | ||
Ending Balance | 1,928 | 3,571 | 1,928 | 3,571 |
Engineered Solutions | ||||
Restructuring Reserve [Roll Forward] | ||||
Beginning Balance | 1,863 | 0 | ||
Restructuring Charges | 3,627 | 4,528 | ||
Cash payments | (3,128) | (2,182) | ||
Other non-cash uses of reserve | (13) | (304) | ||
Impact of changes in foreign currency rates | (10) | 18 | ||
Ending Balance | 2,339 | 2,060 | 2,339 | 2,060 |
General Corporate | ||||
Restructuring Reserve [Roll Forward] | ||||
Beginning Balance | 46 | 0 | ||
Restructuring Charges | 81 | 261 | ||
Cash payments | (83) | (200) | ||
Other non-cash uses of reserve | (44) | (1) | ||
Impact of changes in foreign currency rates | 0 | 0 | ||
Ending Balance | $ 0 | $ 60 | $ 0 | $ 60 |
Acquisitions Acquisitions (Deta
Acquisitions Acquisitions (Details) $ in Thousands | Mar. 31, 2016USD ($) | Feb. 18, 2016USD ($) | May 31, 2017USD ($) | May 31, 2016USD ($) | May 31, 2017USD ($) | May 31, 2016USD ($) | Aug. 31, 2016acquisition | Mar. 30, 2016USD ($) | Feb. 17, 2016USD ($) |
Business Acquisition [Line Items] | |||||||||
Number of Businesses Acquired | acquisition | 2 | ||||||||
Payments to Acquire Businesses, Net of Cash Acquired | $ 0 | $ 80,674 | |||||||
Goodwill, Purchase Accounting Adjustments | 1,085 | ||||||||
Net sales | $ 295,427 | $ 305,341 | 820,089 | 873,641 | |||||
Business Acquisition, Pro Forma Revenue | 295,427 | 308,526 | 820,089 | 899,535 | |||||
Larzep | |||||||||
Business Acquisition [Line Items] | |||||||||
Business Acquisition, Effective Date of Acquisition | Feb. 17, 2016 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 4,800 | ||||||||
Business acquisitions | $ 9,700 | ||||||||
Payments to Acquire Businesses, Net of Cash Acquired | $ 15,900 | ||||||||
Pipeline and Process Services [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Business Acquisition, Effective Date of Acquisition | Mar. 30, 2016 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 8,700 | ||||||||
Business acquisitions | $ 37,400 | ||||||||
Payments to Acquire Businesses, Net of Cash Acquired | 65,500 | ||||||||
Goodwill, Purchase Accounting Adjustments | $ 1,100 | ||||||||
Fiscal 2016 acquisitions [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Business Combination, Acquisition Related Costs | $ 1,300 | $ 2,100 | |||||||
Net sales | $ 7,300 | $ 25,000 | |||||||
Tradenames | Larzep | |||||||||
Business Acquisition [Line Items] | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 1,200 | ||||||||
Customer relationships | Larzep | |||||||||
Business Acquisition [Line Items] | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 3,600 | ||||||||
Customer relationships | Pipeline and Process Services [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 8,000 | ||||||||
Noncompete Agreements [Member] | Pipeline and Process Services [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 700 |
Divestiture Activities (Details
Divestiture Activities (Details) - Sanlo [Member] - USD ($) $ in Millions | Aug. 25, 2016 | May 31, 2016 | May 31, 2016 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Disposal Date | Aug. 25, 2016 | ||
Proceeds from Divestiture of Businesses | $ 9.7 | ||
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal | (5.1) | ||
Disposal Group, Not Discontinued Operations, Gain (Loss) on Disposal - net of tax | $ 1.6 | ||
Disposal Group, Not Discontinued Operation, annual revenue | $ 2.7 | $ 8.2 |
Changes in Carrying Value of Go
Changes in Carrying Value of Goodwill (Details) $ in Thousands | 9 Months Ended |
May 31, 2017USD ($) | |
Goodwill [Roll Forward] | |
Goodwill, Purchase Accounting Adjustments | $ 1,085 |
Balance as of August 31, 2016 | 519,276 |
Impact of changes in foreign currency rates | (568) |
Balance as of May 31, 2017 | 519,793 |
Industrial | |
Goodwill [Roll Forward] | |
Goodwill, Purchase Accounting Adjustments | (59) |
Balance as of August 31, 2016 | 101,739 |
Impact of changes in foreign currency rates | 219 |
Balance as of May 31, 2017 | 101,899 |
Energy | |
Goodwill [Roll Forward] | |
Goodwill, Purchase Accounting Adjustments | 1,144 |
Balance as of August 31, 2016 | 187,321 |
Impact of changes in foreign currency rates | (1,241) |
Balance as of May 31, 2017 | 187,224 |
Engineered Solutions | |
Goodwill [Roll Forward] | |
Goodwill, Purchase Accounting Adjustments | 0 |
Balance as of August 31, 2016 | 230,216 |
Impact of changes in foreign currency rates | 454 |
Balance as of May 31, 2017 | $ 230,670 |
Gross Carrying Amount and Accum
Gross Carrying Amount and Accumulated Amortization of Other Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | |
May 31, 2017 | Aug. 31, 2016 | |
Indefinite And Finite Lived Intangible Assets [Line Items] | ||
Accumulated Amortization | $ 216,707 | $ 202,311 |
Other intangibles, gross | 439,993 | 441,786 |
Other intangibles, net | 223,286 | 239,475 |
Tradenames | ||
Indefinite And Finite Lived Intangible Assets [Line Items] | ||
Accumulated Amortization | 0 | 0 |
Gross Carrying Value | $ 90,651 | 90,909 |
Customer relationships | ||
Indefinite And Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period (Years) | 15 years | |
Gross Carrying Value | $ 291,307 | 292,671 |
Accumulated Amortization | 178,168 | 166,252 |
Net Book Value | $ 113,139 | 126,419 |
Patents | ||
Indefinite And Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period (Years) | 11 years | |
Gross Carrying Value | $ 30,204 | 30,296 |
Accumulated Amortization | 23,558 | 22,233 |
Net Book Value | $ 6,646 | 8,063 |
Trademarks and tradenames | ||
Indefinite And Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period (Years) | 18 years | |
Gross Carrying Value | $ 21,236 | 21,283 |
Accumulated Amortization | 8,891 | 7,936 |
Net Book Value | $ 12,345 | 13,347 |
Other intangibles | ||
Indefinite And Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period (Years) | 3 years | |
Gross Carrying Value | $ 6,595 | 6,627 |
Accumulated Amortization | 6,090 | 5,890 |
Net Book Value | $ 505 | $ 737 |
Goodwill and Other Intangible40
Goodwill and Other Intangible Assets - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
May 31, 2017 | May 31, 2016 | Feb. 29, 2016 | May 31, 2017 | May 31, 2016 | Aug. 31, 2016 | |
Impaired Assets [Line Items] | ||||||
Goodwill, Impairment Loss | $ 118,122 | |||||
Goodwill | $ 519,793 | $ 519,793 | $ 519,276 | |||
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill) | 16,653 | |||||
Impairment of Intangible Assets, Finite-lived | 27,952 | |||||
Tangible Asset Impairment Charges | 23,784 | |||||
Asset Impairment Charges | 0 | $ 0 | 186,511 | 0 | $ 186,511 | |
Future Amortization Expense, Remainder of 2017 | 5,100 | 5,100 | ||||
Future Amortization Expense, 2018 | 20,200 | 20,200 | ||||
Future Amortization Expense, 2019 | 19,600 | 19,600 | ||||
Future Amortization Expense, 2020 | 18,900 | 18,900 | ||||
Future Amortization Expense, 2021 | 18,000 | 18,000 | ||||
Future Amortization Expense, 2022 | 16,000 | 16,000 | ||||
Future Amortization Expense, Thereafter | 34,800 | 34,800 | ||||
Energy | ||||||
Impaired Assets [Line Items] | ||||||
Goodwill | 187,224 | 187,224 | 187,321 | |||
Asset Impairment Charges | 140,900 | |||||
Engineered Solutions | ||||||
Impaired Assets [Line Items] | ||||||
Goodwill | $ 230,670 | $ 230,670 | $ 230,216 | |||
Asset Impairment Charges | $ 45,700 | |||||
Cortland [Domain] | ||||||
Impaired Assets [Line Items] | ||||||
Goodwill, Impairment Loss | 34,502 | |||||
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill) | 2,211 | |||||
Impairment of Intangible Assets, Finite-lived | 0 | |||||
Tangible Asset Impairment Charges | 0 | |||||
Asset Impairment Charges | 36,713 | |||||
Viking [Domain] | ||||||
Impaired Assets [Line Items] | ||||||
Goodwill, Impairment Loss | 39,099 | |||||
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill) | 13,289 | |||||
Impairment of Intangible Assets, Finite-lived | 27,952 | |||||
Tangible Asset Impairment Charges | 23,784 | |||||
Asset Impairment Charges | 104,124 | |||||
maximatecc [Domain] | ||||||
Impaired Assets [Line Items] | ||||||
Goodwill, Impairment Loss | 44,521 | |||||
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill) | 1,153 | |||||
Impairment of Intangible Assets, Finite-lived | 0 | |||||
Tangible Asset Impairment Charges | 0 | |||||
Asset Impairment Charges | $ 45,674 |
Rollforward of Accrued Product
Rollforward of Accrued Product Warranty Reserve (Details) - USD ($) $ in Thousands | 9 Months Ended | |
May 31, 2017 | May 31, 2016 | |
Movement in Standard Product Warranty Accrual [Roll Forward] | ||
Beginning balance | $ 5,592 | $ 3,718 |
Provision for warranties | 2,569 | 3,225 |
Standard and Extended Product Warranty Accrual, Additions from Business Acquisition | 0 | 3 |
Warranty reserve for acquired businesses | 3,993 | 3,155 |
Impact of changes in foreign currency rates | (13) | (35) |
Ending balance | $ 4,155 | $ 3,756 |
Long-Term Indebtedness (Details
Long-Term Indebtedness (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
May 31, 2017 | May 31, 2016 | Aug. 31, 2016 | |
Debt Instrument [Line Items] | |||
Repayments of Senior Debt | $ 500 | ||
Total Senior Indebtedness | 572,559 | $ 584,309 | |
Less: Current maturities of long-term debt | (30,000) | (18,750) | |
Deferred Finance Costs, Own-share Lending Arrangement, Issuance Costs, Net | (3,307) | (3,878) | |
Line of Credit | |||
Debt Instrument [Line Items] | |||
Total Senior Indebtedness | 285,000 | 296,250 | |
Line of Credit | Senior Credit Facility - Revolver | |||
Debt Instrument [Line Items] | |||
Total Senior Indebtedness | 0 | 0 | |
Line of Credit | Senior Credit Facility - Term Loan | |||
Debt Instrument [Line Items] | |||
Total Senior Indebtedness | 285,000 | 296,250 | |
Senior Notes | 5.625% Senior Notes | |||
Debt Instrument [Line Items] | |||
Repayments of Senior Debt | (500) | $ 0 | |
Senior Notes, Noncurrent | $ 287,600 | $ 288,100 |
Debt - Additional Information (
Debt - Additional Information (Details) | Jun. 30, 2017USD ($) | Jun. 30, 2016USD ($) | Apr. 16, 2012USD ($) | May 31, 2017USD ($) |
Debt Instrument [Line Items] | ||||
Senior credit facility expansion option, available | $ 450,000,000 | |||
Debt Instrument, actual interest rate | 2.75% | |||
Libor Rate | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, interest rate over variable rate | 2.00% | |||
Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Maturity Date | May 8, 2020 | |||
Maximum borrowing capacity | $ 600,000,000 | |||
Line of Credit | Senior Credit Facility - Revolver | ||||
Debt Instrument [Line Items] | ||||
Unused credit line | 595,700,000 | |||
Unused credit line Available for Borrowing, Amount | $ 104,800,000 | |||
Senior Notes | 5.625% Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Maturity Date | Jun. 15, 2022 | |||
Debt Instrument, Face Amount | $ 300,000,000 | |||
Debt instrument, interest rate | 5.625% | |||
Minimum | ||||
Debt Instrument [Line Items] | ||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.15% | |||
Interest coverage ratio | 3.5 | |||
Minimum | Libor Rate | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, interest rate over variable rate | 1.00% | |||
Minimum | Base Rate | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, interest rate over variable rate | 0.00% | |||
Minimum | Senior Notes | 5.625% Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Redemption Price, Percentage | 100.00% | |||
Maximum | ||||
Debt Instrument [Line Items] | ||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.35% | |||
Leverage ratio | 3.75 | |||
Maximum | Libor Rate | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, interest rate over variable rate | 2.25% | |||
Maximum | Base Rate | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, interest rate over variable rate | 1.25% | |||
Maximum | Senior Notes | 5.625% Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Redemption Price, Percentage | 102.80% | |||
Starting on June 30, 2016 | Scenario, Actual [Member] | Senior Credit Facility - Term Loan | ||||
Debt Instrument [Line Items] | ||||
Quarterly installments, payable on term loan | $ 3,800,000 | |||
Starting on June 30, 2017 | Scenario, Forecast | Senior Credit Facility - Term Loan | ||||
Debt Instrument [Line Items] | ||||
Quarterly installments, payable on term loan | $ 7,500,000 |
Fair Value Measurement - Additi
Fair Value Measurement - Additional Information (Details) - USD ($) $ in Millions | May 31, 2017 | Aug. 31, 2016 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Foreign Currency Contracts, Liability, Fair Value Disclosure | $ 0.3 | $ 0.7 |
Senior Notes | 5.625% Senior Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value of long-term debt | $ 297.3 | $ 299.6 |
Derivatives Narrative (Details)
Derivatives Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
May 31, 2017 | May 31, 2016 | May 31, 2017 | May 31, 2016 | Aug. 31, 2016 | |
Derivative [Line Items] | |||||
Gain (Loss) on Foreign Currency Fair Value Hedge Derivatives and Not Designated as Hedging Instruments at Fair Value | $ (484) | $ (394) | $ (2,450) | $ (1,028) | |
Fair Value Hedging [Member] | |||||
Derivative [Line Items] | |||||
Derivative, Notional Amount | $ 43,300 | $ 43,300 | $ 143,400 |
Capital Stock and Share Repur46
Capital Stock and Share Repurchase Share Repurchase (Details) - USD ($) $ in Millions | May 31, 2017 | Aug. 31, 2016 |
Equity [Abstract] | ||
Stock Repurchase Program, Remaining Number of Shares Authorized to be Repurchased | 7,560,566 | |
Treasury Stock, Shares | 20,439,434 | 20,439,434 |
Stock Repurchase Program, Authorized Amount | $ 617.7 |
Capital Stock (Details)
Capital Stock (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
May 31, 2017 | May 31, 2016 | May 31, 2017 | May 31, 2016 | |
Earnings Per Share [Abstract] | ||||
Net earnings (loss) | $ 22,511 | $ 21,166 | $ 32,551 | $ (122,576) |
Weighted average common shares outstanding - basic | 59,675 | 58,923 | 59,339 | 59,034 |
Incremental Common Shares Attributable to Dilutive Effect of Conversion of Debt Securities | 727 | 666 | 716 | 0 |
Diluted | 60,402 | 59,589 | 60,055 | 59,034 |
Basic | $ 0.38 | $ 0.36 | $ 0.55 | $ (2.08) |
Diluted | $ 0.37 | $ 0.36 | $ 0.54 | $ (2.08) |
Anti-dilutive securities from stock based compensation plans (excluded from earnings per share calculation) | 1,969 | 1,930 | 1,981 | 4,973 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
May 31, 2017 | May 31, 2016 | Feb. 29, 2016 | May 31, 2017 | May 31, 2016 | |
Income Tax Disclosure Additional Details [Table] [Line Items] | |||||
Asset Impairment Charges | $ 0 | $ 0 | $ 186,511 | $ 0 | $ 186,511 |
Asset Impairment Charge Net of Income Tax Benefit | 169,100 | ||||
Earnings (loss) before income taxes | 18,482 | 20,339 | 25,724 | (141,242) | |
Income tax benefit | $ (4,029) | $ (827) | $ (6,827) | $ (18,666) | |
Effective Income Tax Rate Reconciliation, Percent | (21.80%) | (4.10%) | (26.50%) | 13.20% | |
Adjusted Effective Tax Rate | (21.80%) | (4.10%) | (26.50%) | (2.80%) | |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 35.00% | ||||
Change in tax reserves | $ (3,300) | ||||
Income tax benefit related to discrete income tax adjustment | $ 2,300 | ||||
Effective Income Tax Rate Reconciliation, Other Adjustments, Percent | (26.90%) | (9.50%) | |||
Foreign Destination [Member] | |||||
Income Tax Disclosure Additional Details [Table] [Line Items] | |||||
Percent of Revenue (excluding impairment charge) from foreign jurisdictions | 80.00% | 80.00% | |||
Effective Income Tax Rate Reconciliation, Foreign Income Tax Rate Differential, Percent | (11.20%) | (15.80%) |
Summary of Financial Informatio
Summary of Financial Information by Reportable Segment and Product Line (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
May 31, 2017USD ($) | May 31, 2016USD ($) | Feb. 29, 2016USD ($) | May 31, 2017USD ($)Segment | May 31, 2016USD ($) | Aug. 31, 2016USD ($) | |
Segment Reporting Information [Line Items] | ||||||
Asset Impairment Charges | $ 0 | $ 0 | $ 186,511 | $ 0 | $ 186,511 | |
Number of reportable segments | Segment | 3 | |||||
Net sales | 295,427 | 305,341 | $ 820,089 | 873,641 | ||
Operating profit (Loss) | 27,332 | 28,343 | 49,003 | (118,401) | ||
Assets | 1,488,039 | 1,488,039 | $ 1,438,660 | |||
Industrial Tools [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Net sales | 87,404 | 81,770 | 245,122 | 233,599 | ||
Industrial | ||||||
Segment Reporting Information [Line Items] | ||||||
Net sales | 100,503 | 95,750 | 279,441 | 265,809 | ||
Operating profit (Loss) | 23,705 | 21,712 | 60,860 | 58,994 | ||
Assets | 308,148 | 308,148 | 308,222 | |||
Heavy Lifting Technology [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Net sales | 13,099 | 13,980 | 34,319 | 32,210 | ||
Energy | ||||||
Segment Reporting Information [Line Items] | ||||||
Asset Impairment Charges | 140,900 | |||||
Net sales | 83,480 | 101,300 | 241,010 | 301,288 | ||
Operating profit (Loss) | 905 | 10,870 | 3,537 | (115,803) | ||
Assets | 501,528 | 501,528 | 479,169 | |||
Energy Maintenance & Integrity | ||||||
Segment Reporting Information [Line Items] | ||||||
Net sales | 59,905 | 73,377 | 176,316 | 210,762 | ||
Other Energy Solutions [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Net sales | 23,575 | 27,923 | 64,694 | 90,526 | ||
Engineered Solutions | ||||||
Segment Reporting Information [Line Items] | ||||||
Asset Impairment Charges | 45,700 | |||||
Net sales | 111,444 | 108,291 | 299,638 | 306,544 | ||
Operating profit (Loss) | 8,105 | 3,651 | 10,676 | (37,943) | ||
Assets | 511,391 | 511,391 | 493,840 | |||
On-Highway | ||||||
Segment Reporting Information [Line Items] | ||||||
Net sales | 57,710 | 58,440 | 159,952 | 161,949 | ||
Agriculture, Off-Highway and Other | ||||||
Segment Reporting Information [Line Items] | ||||||
Net sales | 53,734 | 49,851 | 139,686 | 144,595 | ||
General Corporate | ||||||
Segment Reporting Information [Line Items] | ||||||
Operating profit (Loss) | (5,383) | $ (7,890) | (26,070) | $ (23,649) | ||
Assets | $ 166,972 | $ 166,972 | $ 157,429 |
Contingencies and Litigation -
Contingencies and Litigation - Additional Information (Details) - USD ($) $ in Millions | May 31, 2017 | Aug. 31, 2016 |
Commitments and Contingencies Disclosure [Abstract] | ||
Outstanding letters of credit | $ 16.1 | $ 17.8 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Discounted present value of future minimum lease payments | 13.8 | |
Electrical [Member] | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Discounted present value of future minimum lease payments | $ 11.1 |
Guarantor Subsidiaries - Additi
Guarantor Subsidiaries - Additional Information (Details) - 5.625% Senior Notes - Senior Notes - USD ($) | May 31, 2017 | Aug. 31, 2016 | Apr. 16, 2012 |
Guarantor Obligations [Line Items] | |||
Debt Instrument, Face Amount | $ 300,000,000 | ||
Senior Notes, Noncurrent | $ 287,600,000 | $ 288,100,000 | |
Debt instrument, interest rate | 5.625% |
Condensed Consolidating Stateme
Condensed Consolidating Statements of Earnings and Comprehensive Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
May 31, 2017 | May 31, 2016 | Feb. 29, 2016 | May 31, 2017 | May 31, 2016 | |
Condensed Financial Statements, Captions [Line Items] | |||||
Net sales | $ 295,427 | $ 305,341 | $ 820,089 | $ 873,641 | |
Cost of products sold | 192,623 | 197,815 | 536,892 | 566,524 | |
Gross profit | 102,804 | 107,526 | 283,197 | 307,117 | |
Selling, administrative and engineering expenses | 70,051 | 70,120 | 205,609 | 210,202 | |
Amortization of intangible assets | 5,037 | 5,567 | 15,368 | 17,347 | |
Restructuring Charges | 384 | 3,496 | 5,433 | 11,458 | |
Asset Impairment Charges | 0 | 0 | $ 186,511 | 0 | 186,511 |
Director & officer transition charges | 0 | 0 | 7,784 | 0 | |
Operating profit (loss) | 27,332 | 28,343 | 49,003 | (118,401) | |
Financing costs, net | 7,553 | 7,253 | 22,019 | 21,236 | |
Financing costs, net | 0 | 0 | 0 | 0 | |
Intercompany Dividends | 0 | 0 | 0 | ||
Other expense, net | 1,297 | 751 | 1,260 | 1,605 | |
Earnings (loss) before income tax benefit | 18,482 | 20,339 | 25,724 | (141,242) | |
Income tax benefit | (4,029) | (827) | (6,827) | (18,666) | |
Income tax benefit | 22,511 | 21,166 | 32,551 | (122,576) | |
Net earnings before equity in earnings of subsidiaries | 0 | 0 | 0 | 0 | |
Net earnings (loss) | 22,511 | 21,166 | 32,551 | (122,576) | |
Comprehensive income (loss) | 42,835 | 36,488 | 29,864 | (142,339) | |
Reportable Legal Entities | Parent | |||||
Condensed Financial Statements, Captions [Line Items] | |||||
Net sales | 39,753 | 33,610 | 106,435 | 100,699 | |
Cost of products sold | 9,944 | 6,603 | 27,087 | 25,851 | |
Gross profit | 29,809 | 27,007 | 79,348 | 74,848 | |
Selling, administrative and engineering expenses | 18,113 | 17,172 | 54,633 | 54,049 | |
Amortization of intangible assets | 318 | 318 | 954 | 954 | |
Restructuring Charges | 99 | 100 | 826 | 1,057 | |
Asset Impairment Charges | 0 | ||||
Director & officer transition charges | 7,784 | ||||
Operating profit (loss) | 11,279 | 9,417 | 15,151 | 18,788 | |
Financing costs, net | 7,558 | 7,601 | 22,314 | 22,364 | |
Financing costs, net | (3,941) | (4,990) | (16,891) | (16,284) | |
Intercompany Dividends | 5,353 | 5,353 | 0 | ||
Other expense, net | (159) | 199 | 1,878 | 802 | |
Earnings (loss) before income tax benefit | 2,468 | 6,607 | 2,497 | 11,906 | |
Income tax benefit | (3,521) | (929) | (6,084) | (1,986) | |
Income tax benefit | 5,989 | 7,536 | 8,581 | 13,892 | |
Net earnings before equity in earnings of subsidiaries | 16,523 | 13,630 | 23,970 | (136,468) | |
Net earnings (loss) | 22,511 | 21,166 | 32,551 | (122,576) | |
Comprehensive income (loss) | 42,835 | 36,488 | 29,864 | (142,339) | |
Reportable Legal Entities | Guarantors | |||||
Condensed Financial Statements, Captions [Line Items] | |||||
Net sales | 98,391 | 94,095 | 263,640 | 279,135 | |
Cost of products sold | 71,565 | 67,079 | 194,802 | 201,232 | |
Gross profit | 26,826 | 27,016 | 68,838 | 77,903 | |
Selling, administrative and engineering expenses | 18,060 | 17,805 | 51,245 | 53,644 | |
Amortization of intangible assets | 2,865 | 3,322 | 8,859 | 9,966 | |
Restructuring Charges | 153 | 443 | 1,317 | 3,011 | |
Asset Impairment Charges | 49,012 | ||||
Director & officer transition charges | 0 | ||||
Operating profit (loss) | 5,748 | 5,446 | 7,417 | (37,730) | |
Financing costs, net | 0 | 0 | 0 | 0 | |
Financing costs, net | 3,958 | (933) | 14,114 | (7,830) | |
Intercompany Dividends | 0 | (59,401) | 0 | ||
Other expense, net | 98 | 13 | 24 | 44 | |
Earnings (loss) before income tax benefit | 1,692 | 6,366 | 52,680 | (29,944) | |
Income tax benefit | (168) | 287 | (865) | 944 | |
Income tax benefit | 1,860 | 6,079 | 53,545 | (30,888) | |
Net earnings before equity in earnings of subsidiaries | 15,475 | 7,715 | 29,157 | (87,354) | |
Net earnings (loss) | 17,335 | 13,794 | 82,702 | (118,242) | |
Comprehensive income (loss) | 24,376 | 27,280 | 71,992 | (133,602) | |
Reportable Legal Entities | Non-Guarantors | |||||
Condensed Financial Statements, Captions [Line Items] | |||||
Net sales | 157,283 | 177,636 | 450,014 | 493,807 | |
Cost of products sold | 111,114 | 124,133 | 315,003 | 339,441 | |
Gross profit | 46,169 | 53,503 | 135,011 | 154,366 | |
Selling, administrative and engineering expenses | 33,878 | 35,143 | 99,731 | 102,509 | |
Amortization of intangible assets | 1,854 | 1,927 | 5,555 | 6,427 | |
Restructuring Charges | 132 | 2,953 | 3,290 | 7,390 | |
Asset Impairment Charges | 137,499 | ||||
Director & officer transition charges | 0 | ||||
Operating profit (loss) | 10,305 | 13,480 | 26,435 | (99,459) | |
Financing costs, net | (5) | (348) | (295) | (1,128) | |
Financing costs, net | (17) | 5,923 | 2,777 | 24,114 | |
Intercompany Dividends | (5,353) | (5,353) | (5,338) | ||
Other expense, net | 1,358 | 539 | (642) | 759 | |
Earnings (loss) before income tax benefit | 14,322 | 7,366 | 29,948 | (117,866) | |
Income tax benefit | (340) | (185) | 122 | (17,624) | |
Income tax benefit | 14,662 | 7,551 | 29,826 | (100,242) | |
Net earnings before equity in earnings of subsidiaries | 1,754 | 1,769 | 4,616 | 3,856 | |
Net earnings (loss) | 16,416 | 9,320 | 34,442 | (96,386) | |
Comprehensive income (loss) | 28,358 | 10,936 | 41,817 | (101,219) | |
Eliminations | |||||
Condensed Financial Statements, Captions [Line Items] | |||||
Net sales | 0 | 0 | 0 | 0 | |
Cost of products sold | 0 | 0 | 0 | 0 | |
Gross profit | 0 | 0 | 0 | 0 | |
Selling, administrative and engineering expenses | 0 | 0 | 0 | 0 | |
Amortization of intangible assets | 0 | 0 | 0 | 0 | |
Restructuring Charges | 0 | 0 | 0 | ||
Asset Impairment Charges | 0 | ||||
Director & officer transition charges | 0 | ||||
Operating profit (loss) | 0 | 0 | 0 | 0 | |
Financing costs, net | 0 | 0 | 0 | 0 | |
Financing costs, net | 0 | 0 | 0 | 0 | |
Intercompany Dividends | 0 | 59,401 | 5,338 | ||
Other expense, net | 0 | 0 | 0 | 0 | |
Earnings (loss) before income tax benefit | 0 | 0 | (59,401) | (5,338) | |
Income tax benefit | 0 | 0 | 0 | 0 | |
Income tax benefit | 0 | 0 | (59,401) | (5,338) | |
Net earnings before equity in earnings of subsidiaries | (33,752) | (23,114) | (57,743) | 219,966 | |
Net earnings (loss) | (33,752) | (23,114) | (117,144) | 214,628 | |
Comprehensive income (loss) | $ (52,734) | $ (38,216) | $ (113,809) | $ 234,821 |
Condensed Consolidating Balance
Condensed Consolidating Balance Sheets (Details) - USD ($) $ in Thousands | May 31, 2017 | Aug. 31, 2016 | May 31, 2016 | Aug. 31, 2015 |
Current assets | ||||
Cash and cash equivalents | $ 198,954 | $ 179,604 | $ 137,089 | $ 168,846 |
Accounts receivable, net | 207,764 | 186,829 | ||
Inventories, net | 130,255 | 130,756 | ||
Other current assets | 68,478 | 45,463 | ||
Total current assets | 605,451 | 542,652 | ||
Property, plant and equipment, net | 117,377 | 114,015 | ||
Goodwill | 519,793 | 519,276 | ||
Other intangibles, net | 223,286 | 239,475 | ||
Investment in subsidiaries | 0 | 0 | ||
Intercompany receivable | 0 | 0 | ||
Other long-term assets | 22,132 | 23,242 | ||
Total assets | 1,488,039 | 1,438,660 | ||
Current liabilities | ||||
Trade accounts payable | 127,636 | 115,051 | ||
Accrued compensation and benefits | 50,361 | 46,901 | ||
Current maturities of debt and short-term borrowings | 30,000 | 18,750 | ||
Income taxes payable | 8,785 | 9,254 | ||
Other current liabilities | 51,924 | 51,956 | ||
Total current liabilities | 268,706 | 241,912 | ||
Long-term debt, less current maturities | 539,252 | 561,681 | ||
Deferred income taxes | 32,315 | 31,356 | ||
Pension and postretirement benefit liabilities | 24,462 | 25,667 | ||
Other long-term liabilities | 51,744 | 57,094 | ||
Intercompany payable | 0 | 0 | ||
Shareholders’ equity | 571,560 | 520,950 | ||
Total liabilities and shareholders’ equity | 1,488,039 | 1,438,660 | ||
Reportable Legal Entities | Parent | ||||
Current assets | ||||
Cash and cash equivalents | 26,554 | 7,953 | 8,126 | 18,688 |
Accounts receivable, net | 16,860 | 13,692 | ||
Inventories, net | 20,114 | 19,897 | ||
Other current assets | 14,276 | 7,754 | ||
Total current assets | 77,804 | 49,296 | ||
Property, plant and equipment, net | 6,879 | 5,927 | ||
Goodwill | 38,847 | 38,847 | ||
Other intangibles, net | 8,475 | 9,429 | ||
Investment in subsidiaries | 1,916,360 | 1,915,367 | ||
Intercompany receivable | 0 | 0 | ||
Other long-term assets | 4,944 | 5,702 | ||
Total assets | 2,053,309 | 2,024,568 | ||
Current liabilities | ||||
Trade accounts payable | 11,278 | 11,529 | ||
Accrued compensation and benefits | 17,249 | 17,506 | ||
Current maturities of debt and short-term borrowings | 30,000 | 18,750 | ||
Income taxes payable | 0 | 1,886 | ||
Other current liabilities | 17,887 | 20,459 | ||
Total current liabilities | 76,414 | 70,130 | ||
Long-term debt, less current maturities | 539,252 | 561,681 | ||
Deferred income taxes | 23,899 | 30,666 | ||
Pension and postretirement benefit liabilities | 15,632 | 16,803 | ||
Other long-term liabilities | 44,621 | 47,739 | ||
Intercompany payable | 781,931 | 776,599 | ||
Shareholders’ equity | 571,560 | 520,950 | ||
Total liabilities and shareholders’ equity | 2,053,309 | 2,024,568 | ||
Reportable Legal Entities | Guarantors | ||||
Current assets | ||||
Cash and cash equivalents | 0 | 71 | 81 | 567 |
Accounts receivable, net | 54,887 | 41,715 | ||
Inventories, net | 44,605 | 44,283 | ||
Other current assets | 2,695 | 3,858 | ||
Total current assets | 102,187 | 89,927 | ||
Property, plant and equipment, net | 26,667 | 23,511 | ||
Goodwill | 200,499 | 200,499 | ||
Other intangibles, net | 140,902 | 149,757 | ||
Investment in subsidiaries | 1,134,186 | 578,423 | ||
Intercompany receivable | 708,400 | 1,159,672 | ||
Other long-term assets | 812 | 10 | ||
Total assets | 2,313,653 | 2,201,799 | ||
Current liabilities | ||||
Trade accounts payable | 27,522 | 20,669 | ||
Accrued compensation and benefits | 7,843 | 5,754 | ||
Current maturities of debt and short-term borrowings | 0 | 0 | ||
Income taxes payable | 0 | 0 | ||
Other current liabilities | 6,525 | 6,989 | ||
Total current liabilities | 41,890 | 33,412 | ||
Long-term debt, less current maturities | 0 | 0 | ||
Deferred income taxes | 0 | 0 | ||
Pension and postretirement benefit liabilities | 0 | 0 | ||
Other long-term liabilities | 371 | 588 | ||
Intercompany payable | 0 | 0 | ||
Shareholders’ equity | 2,271,392 | 2,167,799 | ||
Total liabilities and shareholders’ equity | 2,313,653 | 2,201,799 | ||
Reportable Legal Entities | Non-Guarantors | ||||
Current assets | ||||
Cash and cash equivalents | 172,400 | 171,580 | 128,882 | 149,591 |
Accounts receivable, net | 136,017 | 131,422 | ||
Inventories, net | 65,536 | 66,576 | ||
Other current assets | 51,507 | 33,851 | ||
Total current assets | 425,460 | 403,429 | ||
Property, plant and equipment, net | 83,831 | 84,577 | ||
Goodwill | 280,447 | 279,930 | ||
Other intangibles, net | 73,909 | 80,289 | ||
Investment in subsidiaries | 755,620 | 465,736 | ||
Intercompany receivable | 193,397 | 0 | ||
Other long-term assets | 16,376 | 17,530 | ||
Total assets | 1,829,040 | 1,331,491 | ||
Current liabilities | ||||
Trade accounts payable | 88,836 | 82,853 | ||
Accrued compensation and benefits | 25,269 | 23,641 | ||
Current maturities of debt and short-term borrowings | 0 | 0 | ||
Income taxes payable | 8,785 | 7,368 | ||
Other current liabilities | 27,512 | 24,508 | ||
Total current liabilities | 150,402 | 138,370 | ||
Long-term debt, less current maturities | 0 | 0 | ||
Deferred income taxes | 8,416 | 690 | ||
Pension and postretirement benefit liabilities | 8,830 | 8,864 | ||
Other long-term liabilities | 6,752 | 8,767 | ||
Intercompany payable | 119,866 | 383,073 | ||
Shareholders’ equity | 1,534,774 | 791,727 | ||
Total liabilities and shareholders’ equity | 1,829,040 | 1,331,491 | ||
Eliminations | ||||
Current assets | ||||
Cash and cash equivalents | 0 | 0 | $ 0 | $ 0 |
Accounts receivable, net | 0 | 0 | ||
Inventories, net | 0 | 0 | ||
Other current assets | 0 | 0 | ||
Total current assets | 0 | 0 | ||
Property, plant and equipment, net | 0 | 0 | ||
Goodwill | 0 | |||
Other intangibles, net | 0 | 0 | ||
Investment in subsidiaries | (3,806,166) | (2,959,526) | ||
Intercompany receivable | (901,797) | (1,159,672) | ||
Other long-term assets | 0 | 0 | ||
Total assets | (4,707,963) | (4,119,198) | ||
Current liabilities | ||||
Trade accounts payable | 0 | 0 | ||
Accrued compensation and benefits | 0 | 0 | ||
Current maturities of debt and short-term borrowings | 0 | 0 | ||
Income taxes payable | 0 | 0 | ||
Other current liabilities | 0 | 0 | ||
Total current liabilities | 0 | 0 | ||
Long-term debt, less current maturities | 0 | 0 | ||
Deferred income taxes | 0 | 0 | ||
Pension and postretirement benefit liabilities | 0 | 0 | ||
Other long-term liabilities | 0 | 0 | ||
Intercompany payable | (901,797) | (1,159,672) | ||
Shareholders’ equity | (3,806,166) | (2,959,526) | ||
Total liabilities and shareholders’ equity | $ (4,707,963) | $ (4,119,198) |
Condensed Consolidating State54
Condensed Consolidating Statements of Cash Flows (Details) - USD ($) $ in Thousands | 9 Months Ended | |
May 31, 2017 | May 31, 2016 | |
Operating Activities | ||
Net cash provided by operating activities | $ 51,413 | $ 74,991 |
Investing Activities | ||
Proceeds from sale of property, plant and equipment | (22,919) | (15,623) |
Proceeds from sale of property, plant and equipment | 244 | 8,635 |
Intercompany Investment | 0 | |
Business acquisitions, net of cash acquired | 0 | (80,674) |
Cash used in investing activities | (22,675) | (87,662) |
Financing Activities | ||
Net borrowings (repayment) on debt | (11,250) | (210) |
Purchase of treasury shares | 0 | (14,125) |
Taxes paid related to the net share settlement of equity awards | (999) | (1,344) |
Repayments of Senior Debt | (500) | |
Stock option exercises, related tax benefits and other | 7,963 | 5,729 |
Payment of deferred acquisition consideration | (742) | 0 |
Cash dividend | (2,358) | (2,376) |
Intercompany Loan Activity | 0 | 0 |
Intercompany Capital Contribution | 0 | |
Cash used in financing activities | (7,886) | (12,326) |
Effect of exchange rate changes on cash | (1,502) | (6,760) |
Net increase (decrease) in cash and cash equivalents | 19,350 | (31,757) |
Cash and cash equivalents – beginning of period | 179,604 | 168,846 |
Cash and cash equivalents – end of period | 198,954 | 137,089 |
Line of Credit | Senior Credit Facility - Revolver | ||
Financing Activities | ||
Net borrowings (repayment) on debt | 0 | (210) |
Line of Credit | Senior Credit Facility - Term Loan | ||
Financing Activities | ||
Net borrowings (repayment) on debt | (11,250) | 0 |
Reportable Legal Entities | Parent | ||
Operating Activities | ||
Net cash provided by operating activities | 82,185 | 15,256 |
Investing Activities | ||
Proceeds from sale of property, plant and equipment | (2,706) | (1,237) |
Proceeds from sale of property, plant and equipment | 0 | 13 |
Intercompany Investment | 339 | |
Business acquisitions, net of cash acquired | 0 | |
Cash used in investing activities | (2,706) | (1,563) |
Financing Activities | ||
Net borrowings (repayment) on debt | (11,250) | 0 |
Purchase of treasury shares | (14,125) | |
Taxes paid related to the net share settlement of equity awards | (999) | (1,344) |
Repayments of Senior Debt | (500) | |
Stock option exercises, related tax benefits and other | 7,963 | 5,729 |
Payment of deferred acquisition consideration | 0 | |
Cash dividend | (2,358) | (2,376) |
Intercompany Loan Activity | (53,734) | (12,139) |
Intercompany Capital Contribution | 0 | |
Cash used in financing activities | (60,878) | (24,255) |
Effect of exchange rate changes on cash | 0 | 0 |
Net increase (decrease) in cash and cash equivalents | 18,601 | (10,562) |
Cash and cash equivalents – beginning of period | 7,953 | 18,688 |
Cash and cash equivalents – end of period | 26,554 | 8,126 |
Reportable Legal Entities | Guarantors | ||
Operating Activities | ||
Net cash provided by operating activities | 13,184 | 8,657 |
Investing Activities | ||
Proceeds from sale of property, plant and equipment | (8,037) | (4,656) |
Proceeds from sale of property, plant and equipment | 135 | 6,637 |
Intercompany Investment | 6,125 | |
Business acquisitions, net of cash acquired | 0 | |
Cash used in investing activities | (7,902) | (4,144) |
Financing Activities | ||
Net borrowings (repayment) on debt | 0 | 0 |
Purchase of treasury shares | 0 | |
Taxes paid related to the net share settlement of equity awards | 0 | 0 |
Repayments of Senior Debt | 0 | |
Stock option exercises, related tax benefits and other | 0 | 0 |
Payment of deferred acquisition consideration | 0 | |
Cash dividend | (5,353) | (5,338) |
Intercompany Loan Activity | 0 | 0 |
Intercompany Capital Contribution | 339 | |
Cash used in financing activities | (5,353) | (4,999) |
Effect of exchange rate changes on cash | 0 | 0 |
Net increase (decrease) in cash and cash equivalents | (71) | (486) |
Cash and cash equivalents – beginning of period | 71 | 567 |
Cash and cash equivalents – end of period | 0 | 81 |
Reportable Legal Entities | Non-Guarantors | ||
Operating Activities | ||
Net cash provided by operating activities | 20,798 | 56,416 |
Investing Activities | ||
Proceeds from sale of property, plant and equipment | (12,176) | (9,730) |
Proceeds from sale of property, plant and equipment | 109 | 1,985 |
Intercompany Investment | 0 | |
Business acquisitions, net of cash acquired | (80,674) | |
Cash used in investing activities | (12,067) | (88,419) |
Financing Activities | ||
Net borrowings (repayment) on debt | 0 | (210) |
Purchase of treasury shares | 0 | |
Taxes paid related to the net share settlement of equity awards | 0 | 0 |
Repayments of Senior Debt | 0 | |
Stock option exercises, related tax benefits and other | 0 | 0 |
Payment of deferred acquisition consideration | (742) | |
Cash dividend | (59,401) | 0 |
Intercompany Loan Activity | 53,734 | 12,139 |
Intercompany Capital Contribution | 6,125 | |
Cash used in financing activities | (6,409) | 18,054 |
Effect of exchange rate changes on cash | (1,502) | (6,760) |
Net increase (decrease) in cash and cash equivalents | 820 | (20,709) |
Cash and cash equivalents – beginning of period | 171,580 | 149,591 |
Cash and cash equivalents – end of period | 172,400 | 128,882 |
Eliminations | ||
Operating Activities | ||
Net cash provided by operating activities | (64,754) | (5,338) |
Investing Activities | ||
Proceeds from sale of property, plant and equipment | 0 | 0 |
Proceeds from sale of property, plant and equipment | 0 | 0 |
Intercompany Investment | (6,464) | |
Business acquisitions, net of cash acquired | 0 | |
Cash used in investing activities | 0 | 6,464 |
Financing Activities | ||
Net borrowings (repayment) on debt | 0 | 0 |
Purchase of treasury shares | 0 | |
Taxes paid related to the net share settlement of equity awards | 0 | 0 |
Repayments of Senior Debt | 0 | |
Stock option exercises, related tax benefits and other | 0 | 0 |
Payment of deferred acquisition consideration | 0 | |
Cash dividend | 64,754 | 5,338 |
Intercompany Loan Activity | 0 | 0 |
Intercompany Capital Contribution | (6,464) | |
Cash used in financing activities | 64,754 | (1,126) |
Effect of exchange rate changes on cash | 0 | 0 |
Net increase (decrease) in cash and cash equivalents | 0 | 0 |
Cash and cash equivalents – beginning of period | 0 | 0 |
Cash and cash equivalents – end of period | $ 0 | $ 0 |