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 November 30, 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 condensed consolidating financial statements. These items are of a corporate or consolidated nature and include, but are not limited to, tax provisions and related assets and liabilities, certain employee benefit obligations, prepaid and accrued insurance and corporate indebtedness. Intercompany activity primarily includes loan activity, purchases and sales of goods or services, investments and dividends. Intercompany balances also reflect certain non-cash transactions including transfers of assets and liabilities between the Parent, Guarantor and non-Guarantor, allocation of non-cash expenses from the Parent to the Guarantors and non-Guarantors, non-cash intercompany dividends and the impact of foreign currency rate changes. The following tables present the results of operations, financial position and cash flows of 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 EARNINGS AND COMPREHENSIVE INCOME (in thousands) Three Months Ended November 30, 2017 Parent Guarantors Non-Guarantors Eliminations Consolidated Net sales $ 35,710 $ 87,834 $ 165,411 $ — $ 288,955 Cost of products sold 6,963 64,574 116,507 — 188,044 Gross profit 28,747 23,260 48,904 — 100,911 Selling, administrative and engineering expenses 19,715 18,448 36,315 — 74,478 Amortization of intangible assets 318 2,861 1,952 — 5,131 Restructuring charges 5,356 169 1,104 — 6,629 Operating profit 3,358 1,782 9,533 — 14,673 Financing costs, net 7,623 21 (130 ) — 7,514 Intercompany (income) expense, net (4,877 ) 5,484 (607 ) — — Other (income) expense, net (50 ) 45 334 — 329 Earnings (loss) before income tax (benefit) expense 662 (3,768 ) 9,936 — 6,830 Income tax (benefit) expense (285 ) 437 1,452 — 1,604 Net earnings (loss) before equity in earnings (loss) of subsidiaries 947 (4,205 ) 8,484 — 5,226 Equity in earnings (loss) of subsidiaries 4,279 8,793 (46 ) (13,026 ) — Net earnings 5,226 4,588 8,438 (13,026 ) 5,226 Comprehensive income $ 8,251 $ 4,588 $ 11,566 $ (16,154 ) $ 8,251 CONDENSED CONSOLIDATING STATEMENTS OF EARNINGS AND COMPREHENSIVE INCOME (LOSS) (in thousands) Three Months Ended November 30, 2016 Parent Guarantors Non-Guarantors Eliminations Consolidated Net sales $ 31,729 $ 84,276 $ 149,788 $ — $ 265,793 Cost of products sold 7,094 61,416 104,216 — 172,726 Gross profit 24,635 22,860 45,572 — 93,067 Selling, administrative and engineering expenses 17,967 16,636 33,999 — 68,602 Amortization of intangible assets 318 3,076 1,868 — 5,262 Restructuring charges 355 723 1,870 — 2,948 Director & officer transition charges 7,784 — — — 7,784 Operating (loss) profit (1,789 ) 2,425 7,835 — 8,471 Financing costs (income), net 7,326 — (194 ) — 7,132 Intercompany (income) expense, net (5,068 ) (1,086 ) 6,154 — — Intercompany dividends — (55,143 ) — 55,143 — Other expense (income), net 2,085 (70 ) (2,643 ) — (628 ) (Loss) earnings before income tax benefit (6,132 ) 58,724 4,518 (55,143 ) 1,967 Income tax benefit (2,714 ) (30 ) (254 ) — (2,998 ) Net (loss) earnings before equity in earnings of subsidiaries (3,418 ) 58,754 4,772 (55,143 ) 4,965 Equity in earnings of subsidiaries 8,383 5,625 3,130 (17,138 ) — Net earnings 4,965 64,379 7,902 (72,281 ) 4,965 Comprehensive (loss) income $ (21,157 ) $ 46,292 $ 631 $ (46,923 ) $ (21,157 ) CONDENSED CONSOLIDATING BALANCE SHEETS (in thousands) November 30, 2017 Parent Guarantors Non-Guarantors Eliminations Consolidated ASSETS Current assets Cash and cash equivalents $ 9,504 $ — $ 155,546 $ — $ 165,050 Accounts receivable, net 16,577 52,010 132,730 — 201,317 Inventories, net 24,490 54,521 75,235 — 154,246 Assets held for sale — — 21,393 — 21,393 Other current assets 29,359 2,997 43,974 — 76,330 Total current assets 79,930 109,528 428,878 — 618,336 Property, plant and equipment, net 8,051 30,461 60,476 — 98,988 Goodwill 38,847 200,499 292,108 — 531,454 Other intangibles, net 7,839 135,181 73,012 — 216,032 Investment in subsidiaries 1,839,467 1,196,261 804,946 (3,840,674 ) — Intercompany receivable — 577,424 206,969 (784,393 ) — Other long-term assets 8,147 1,869 15,415 — 25,431 Total assets $ 1,982,281 $ 2,251,223 $ 1,881,804 $ (4,625,067 ) $ 1,490,241 LIABILITIES & SHAREHOLDERS' EQUITY Current liabilities Trade accounts payable $ 15,804 $ 28,772 $ 97,169 $ — $ 141,745 Accrued compensation and benefits 7,634 6,325 23,811 — 37,770 Current maturities of debt and short-term borrowings 30,000 — — — 30,000 Income taxes payable 307 — 6,335 — 6,642 Liabilities held for sale — — 70,787 — 70,787 Other current liabilities 20,521 8,140 28,314 — 56,975 Total current liabilities 74,266 43,237 226,416 — 343,919 Long-term debt, net 524,629 — — — 524,629 Deferred income taxes 23,789 — 5,778 — 29,567 Pension and postretirement benefit liabilities 12,209 — 7,330 — 19,539 Other long-term liabilities 49,646 305 6,318 — 56,269 Intercompany payable 781,424 — 2,969 (784,393 ) — Shareholders’ equity 516,318 2,207,681 1,632,993 (3,840,674 ) 516,318 Total liabilities and shareholders’ equity $ 1,982,281 $ 2,251,223 $ 1,881,804 $ (4,625,067 ) $ 1,490,241 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 intangibles, 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 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 STATEMENTS OF CASH FLOWS (in thousands) Three Months Ended November 30, 2017 Parent Guarantors Non-Guarantors Eliminations Consolidated Operating Activities Net cash (used in) provided by operating activities $ (9,838 ) $ 3,580 $ (14,200 ) $ — $ (20,458 ) Investing Activities Capital expenditures (1,478 ) (3,589 ) (2,837 ) — (7,904 ) Proceeds from sale of property, plant and equipment — 9 23 — 32 Rental asset lease buyout for Viking divestiture — — (27,718 ) — (27,718 ) Cash used in investing activities (1,478 ) (3,580 ) (30,532 ) — (35,590 ) Financing Activities Repayments on term loan (7,500 ) — — — (7,500 ) Stock option exercises and other 2,231 — — — 2,231 Taxes paid related to the net share settlement of equity awards (282 ) — — — (282 ) Cash dividend (2,390 ) — — — (2,390 ) Intercompany loan activity (5,954 ) — 5,954 — — Cash (used in) provided by financing activities (13,895 ) — 5,954 — (7,941 ) Effect of exchange rate changes on cash — — (532 ) — (532 ) Net decrease in cash and cash equivalents (25,211 ) — (39,310 ) — (64,521 ) Cash and cash equivalents—beginning of period 34,715 — 194,856 — 229,571 Cash and cash equivalents—end of period $ 9,504 $ — $ 155,546 $ — $ 165,050 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (in thousands) Three Months Ended November 30, 2016 Parent Guarantors Non-Guarantors Eliminations Consolidated Operating Activities Net provided by operating activities $ 61,380 $ 2,491 $ 3,736 $ (55,143 ) $ 12,463 Investing Activities Capital expenditures (861 ) (2,607 ) (1,671 ) — (5,139 ) Proceeds from sale of property, plant and equipment — 46 84 — 130 Cash used in investing activities (861 ) (2,561 ) (1,587 ) — (5,009 ) Financing Activities Principal repayments on term loan (3,750 ) — — — (3,750 ) Taxes paid related to the net share settlement of equity awards (223 ) — — — (223 ) Stock option exercises and other 964 — — — 964 Cash dividend (2,358 ) — (55,143 ) 55,143 (2,358 ) Intercompany loan activity (53,734 ) — 53,734 — — Cash used in financing activities (59,101 ) — (1,409 ) 55,143 (5,367 ) Effect of exchange rate changes on cash — — (4,820 ) — (4,820 ) Net increase (decrease) in cash and cash equivalents 1,418 (71 ) (4,080 ) — (2,733 ) Cash and cash equivalents—beginning of period 7,953 71 171,580 — 179,604 Cash and cash equivalents—end of period $ 9,371 $ — $ 167,500 $ — $ 176,871 |