Guarantor Subsidiaries | Note 17. Guarantor Subsidiaries 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 August 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. 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 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 in the consolidating financial statements primarily includes loan activity, purchases and sales of goods or services, investments and dividends. Intercompany balances also reflect certain non-cash transactions including transfers of assets and liabilities between the Parent, Guarantor and non-Guarantor, allocation of non-cash expenses from the Parent to the Guarantors and non-Guarantors, non-cash intercompany dividends and the impact of foreign currency rate changes. The following tables present the results of operations, financial position and cash flows of 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. CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (in thousands) Year Ended August 31, 2017 Parent Guarantors Non-Guarantors Eliminations Consolidated Net sales $ 145,223 $ 355,989 $ 594,572 $ — $ 1,095,784 Cost of products sold 34,300 260,700 421,067 — 716,067 Gross profit 110,923 95,289 173,505 — 379,717 Selling, administrative and engineering expenses 74,996 69,826 132,666 — 277,488 Amortization of intangible assets 1,272 11,715 7,487 — 20,474 Restructuring charges 826 1,359 5,043 — 7,228 Director & officer transition charges 7,784 — — — 7,784 Impairment & other divestiture charges — — 116,979 — 116,979 Operating profit (loss) 26,045 12,389 (88,670 ) — (50,236 ) Financing costs, net 30,005 35 (337 ) — 29,703 Intercompany (income) expense, net (22,941 ) 22,066 875 — — Intercompany dividends 5,353 (59,401 ) (5,353 ) 59,401 — Other expense (income), net 2,690 87 (25 ) — 2,752 Earnings (loss) before income tax benefit 10,938 49,602 (83,830 ) (59,401 ) (82,691 ) Income tax benefit (782 ) (14,574 ) (1,122 ) — (16,478 ) Net earnings (loss) before equity in (loss) earnings of subsidiaries 11,720 64,176 (82,708 ) (59,401 ) (66,213 ) Equity in (loss) earnings of subsidiaries (77,933 ) (81,389 ) 3,335 155,987 — Net loss (66,213 ) (17,213 ) (79,373 ) 96,586 (66,213 ) Comprehensive loss $ (41,651 ) $ (35,121 ) $ (39,942 ) $ 75,063 $ (41,651 ) CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (in thousands) Year Ended August 31, 2016 Parent Guarantors Non-Guarantors Eliminations Consolidated Net sales $ 135,679 $ 361,209 $ 652,522 $ — $ 1,149,410 Cost of products sold 34,576 263,197 448,240 — 746,013 Gross profit 101,103 98,012 204,282 — 403,397 Selling, administrative and engineering expenses 69,677 69,382 135,438 — 274,497 Restructuring charges 2,426 3,455 8,690 — 14,571 Amortization of intangible assets 1,272 13,287 8,384 — 22,943 Loss on product line divestiture — 5,092 — — 5,092 Impairment charges — 49,012 137,499 — 186,511 Operating profit (loss) 27,728 (42,216 ) (85,729 ) — (100,217 ) Financing costs, net 30,123 — (1,355 ) — 28,768 Intercompany (income) expense, net (20,445 ) (9,999 ) 30,444 — — Intercompany dividends — — (5,338 ) 5,338 — Other expense, net 914 54 391 — 1,359 Earnings (loss) before income taxes 17,136 (32,271 ) (109,871 ) (5,338 ) (130,344 ) Income tax (benefit) expense (8,729 ) 519 (17,046 ) 86 (25,170 ) Net earnings (loss) before equity in (loss) earnings of subsidiaries 25,865 (32,790 ) (92,825 ) (5,424 ) (105,174 ) Equity in (loss) earnings of subsidiaries (131,037 ) (83,747 ) 3,024 211,760 — Net loss (105,174 ) (116,537 ) (89,801 ) 206,336 (105,174 ) Comprehensive loss $ (143,357 ) $ (157,344 ) $ (83,802 ) $ 241,146 $ (143,357 ) CONDENSED CONSOLIDATING STATEMENTS OF EARNINGS AND COMPREHENSIVE LOSS (in thousands) Year Ended August 31, 2015 Parent Guarantors Non-Guarantors Eliminations Consolidated Net sales $ 158,836 $ 385,476 $ 704,942 $ — $ 1,249,254 Cost of products sold 40,858 280,081 466,474 — 787,413 Gross profit 117,978 105,395 238,468 — 461,841 Selling, administrative and engineering expenses 74,588 69,041 155,972 — 299,601 Impairment charges — 20,249 64,104 — 84,353 Amortization of intangible assets 1,272 13,061 10,000 — 24,333 Operating profit 42,118 3,044 8,392 — 53,554 Financing costs, net 29,295 — (1,238 ) — 28,057 Intercompany (income) expense, net (19,727 ) (8,835 ) 28,562 — — Intercompany dividends (212 ) (243 ) (10,707 ) 11,162 — Other expense (income), net 160 (84 ) 30 — 106 Earnings (loss) before income taxes 32,602 12,206 (8,255 ) (11,162 ) 25,391 Income tax (benefit) expense (8,218 ) 4,056 10,939 (1,258 ) 5,519 Net earnings (loss) before equity in earnings (loss) of subsidiaries 40,820 8,150 (19,194 ) (9,904 ) 19,872 Equity in earnings (loss) of subsidiaries (20,948 ) (1,720 ) 6,520 16,148 — Net earnings (loss) 19,872 6,430 (12,674 ) 6,244 19,872 Comprehensive loss $ (125,360 ) $ (10,689 ) $ (88,431 ) $ 99,120 $ (125,360 ) CONDENSED CONSOLIDATING BALANCE SHEETS (in thousands) August 31, 2017 Parent Guarantors Non-Guarantors Eliminations Consolidated ASSETS Current assets Cash and cash equivalents $ 34,715 $ — $ 194,856 $ — $ 229,571 Accounts receivable, net 17,498 50,749 121,959 — 190,206 Inventories, net 23,308 48,492 71,851 — 143,651 Assets held for sale — — 21,835 — 21,835 Other current assets 23,576 3,619 34,468 — 61,663 Total current assets 99,097 102,860 444,969 — 646,926 Property, plant & equipment, net 7,049 26,130 61,342 — 94,521 Goodwill 38,847 200,499 290,735 — 530,081 Other intangible assets, net 8,156 138,042 74,291 — 220,489 Investment in subsidiaries 1,832,472 1,186,715 805,016 (3,824,203 ) — Intercompany receivable — 589,193 205,183 (794,376 ) — Other long-term assets 8,377 812 15,749 — 24,938 Total assets $ 1,993,998 $ 2,244,251 $ 1,897,285 $ (4,618,579 ) $ 1,516,955 LIABILITIES & SHAREHOLDERS' EQUITY Current liabilities Trade accounts payable $ 15,412 $ 27,168 $ 90,807 $ — $ 133,387 Accrued compensation and benefits 19,082 7,672 24,185 — 50,939 Current maturities of debt and short-term borrowings 30,000 — — — 30,000 Income taxes payable 153 — 5,927 — 6,080 Liabilities held for sale — — 101,083 — 101,083 Other current liabilities 18,512 7,169 31,764 — 57,445 Total current liabilities 83,159 42,009 253,766 — 378,934 Long-term debt, net 531,940 — — — 531,940 Deferred income taxes 24,164 — 5,695 — 29,859 Pension and post-retirement benefit liabilities 12,540 — 7,322 — 19,862 Other long-term liabilities 48,692 352 6,777 — 55,821 Intercompany payable 792,964 — 1,412 (794,376 ) — Shareholders’ equity 500,539 2,201,890 1,622,313 (3,824,203 ) 500,539 Total liabilities and shareholders’ equity $ 1,993,998 $ 2,244,251 $ 1,897,285 $ (4,618,579 ) $ 1,516,955 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 & 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 post-retirement 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) Year Ended August 31, 2017 Parent Guarantors Non-Guarantors Eliminations Consolidated Operating Activities Net cash provided by operating activities $ 98,589 $ 14,340 $ 39,672 $ (64,754 ) $ 87,847 Investing Activities Capital expenditures (3,391 ) (9,265 ) (15,539 ) — (28,195 ) Proceeds from sale of property, plant and equipment — 207 363 — 570 Intercompany investment (6,900 ) — — 6,900 — Cash used in investing activities (10,291 ) (9,058 ) (15,176 ) 6,900 (27,625 ) Financing Activities Principal repayment on term loan (18,750 ) — — — (18,750 ) Redemption on 5.625% Senior Notes (500 ) — — — (500 ) Taxes paid related to the net share settlement of equity awards (1,065 ) — — — (1,065 ) Stock option exercises, related tax benefits and other 8,917 — — — 8,917 Payment of contingent acquisition consideration — — (742 ) — (742 ) Cash dividend (2,358 ) (5,353 ) (59,401 ) 64,754 (2,358 ) Intercompany loan activity (47,780 ) — 47,780 — — Intercompany capital contributions — — 6,900 (6,900 ) — Cash used in financing activities (61,536 ) (5,353 ) (5,463 ) 57,854 (14,498 ) Effect of exchange rate changes on cash — — 4,243 — 4,243 Net increase (decrease) in cash and cash equivalents 26,762 (71 ) 23,276 — 49,967 Cash and cash equivalents—beginning of period 7,953 71 171,580 — 179,604 Cash and cash equivalents—end of period $ 34,715 $ — $ 194,856 $ — $ 229,571 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (in thousands) Year Ended August 31, 2016 Parent Guarantors Non-Guarantors Eliminations Consolidated Operating Activities Net cash provided by (used in) operating activities $ 58,926 $ (1,953 ) $ 66,062 $ (5,338 ) $ 117,697 Investing Activities Capital expenditures (2,135 ) (6,781 ) (11,293 ) — (20,209 ) Proceeds from sale of property, plant and equipment 13 7,000 2,283 — 9,296 Intercompany investment (339 ) (3,458 ) — 3,797 — Business acquisitions, net of cash acquired — — (81,916 ) — (81,916 ) Proceeds from sale of businesses, net of transaction costs — 9,695 — — 9,695 Cash (used in) provided by investing activities (2,461 ) 6,456 (90,926 ) 3,797 (83,134 ) Financing Activities Net repayments on revolving credit facility — — (210 ) — (210 ) Principal repayments on term loan (3,750 ) — — — (3,750 ) Purchase of treasury shares (17,101 ) — — — (17,101 ) Taxes paid related to the net share settlement of equity awards (1,409 ) — — — (1,409 ) Stock option exercises, related tax benefits and other 6,416 — — — 6,416 Cash dividend (2,376 ) (5,338 ) — 5,338 (2,376 ) Intercompany loan activity (48,980 ) — 48,980 — — Intercompany capital contributions — 339 3,458 (3,797 ) — Cash (used in) provided by financing activities (67,200 ) (4,999 ) 52,228 1,541 (18,430 ) Effect of exchange rate changes on cash — — (5,375 ) — (5,375 ) Net (decrease) increase in cash and cash equivalents (10,735 ) (496 ) 21,989 — 10,758 Cash and cash equivalents—beginning of period 18,688 567 149,591 — 168,846 Cash and cash equivalents—end of period $ 7,953 $ 71 $ 171,580 $ — $ 179,604 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (in thousands) Year Ended August 31, 2015 Parent Guarantors Non-Guarantors Eliminations Consolidated Operating Activities Net cash provided by (used in) operating activities $ 90,632 $ (20,750 ) $ 72,228 $ (10,676 ) $ 131,434 Investing Activities Capital expenditures (1,086 ) (5,848 ) (15,582 ) — (22,516 ) Proceeds from sale of property, plant and equipment — 273 971 — 1,244 Intercompany investment (3,727 ) — — 3,727 — Cash used in investing activities (4,813 ) (5,575 ) (14,611 ) 3,727 (21,272 ) Financing Activities Net borrowings on revolving credit facility — — 220 — 220 Principal repayment on term loan (3,375 ) — — — (3,375 ) Proceeds from term loans 213,375 — — — 213,375 Redemption of 5.625% Senior Notes (11,941 ) — — — (11,941 ) Debt issuance costs (2,025 ) — — — (2,025 ) Purchase of treasury shares (212,003 ) — — — (212,003 ) Taxes paid related to net share settlement of equity awards (2,466 ) — — — (2,466 ) Stock option exercises, related tax benefits and other 5,396 — — — 5,396 Cash dividend (2,598 ) (10,676 ) — 10,676 (2,598 ) Intercompany loan activity (79,425 ) 34,081 45,344 — — Intercompany capital contribution — — 3,727 (3,727 ) — Cash (used in) provided by financ ing activities (95,062 ) 23,405 49,291 6,949 (15,417 ) Effect of exchange rate changes on cash — — (34,911 ) — (34,911 ) Net (decrease) increase in cash and cash equivalents (9,243 ) (2,920 ) 71,997 — 59,834 Cash and cash equivalents—beginning of period 27,931 3,487 77,594 — 109,012 Cash and cash equivalents—end of period $ 18,688 $ 567 $ 149,591 $ — $ 168,846 |