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, 2018 . 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 INCOME (LOSS) (in thousands) Year Ended August 31, 2018 Parent Guarantors Non-Guarantors Eliminations Consolidated Net sales $ 159,411 $ 371,890 $ 651,310 $ — $ 1,182,611 Cost of products sold 29,619 275,280 462,452 — 767,351 Gross profit 129,792 96,610 188,858 — 415,260 Selling, administrative and engineering expenses 81,194 72,688 137,562 — 291,444 Amortization of intangible assets 1,272 11,394 7,899 — 20,565 Restructuring charges 6,433 1,398 4,164 — 11,995 Impairment & divestiture charges 4,217 23,740 45,101 — 73,058 Operating profit (loss) 36,676 (12,610 ) (5,868 ) — 18,198 Financing costs (income), net 31,752 81 (342 ) — 31,491 Intercompany (income) expense, net (17,042 ) 26,596 (9,554 ) — — Intercompany dividends — (28,822 ) — 28,822 — Other (income) expense, net (1,200 ) 57 522 — (621 ) Earnings (loss) before income tax (benefit) expense 23,166 (10,522 ) 3,506 (28,822 ) (12,672 ) Income tax (benefit) expense (25,380 ) 17,921 16,435 — 8,976 Net earnings (loss) before equity in (loss) earnings of subsidiaries 48,546 (28,443 ) (12,929 ) (28,822 ) (21,648 ) Equity in (loss) earnings of subsidiaries (70,194 ) (15,652 ) 2,103 83,743 — Net loss (21,648 ) (44,095 ) (10,826 ) 54,921 (21,648 ) Comprehensive income (loss) $ 31,368 $ (44,095 ) $ 40,800 $ 3,295 $ 31,368 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 Director & officer transition charges 7,784 — — — 7,784 Restructuring charges 826 1,359 5,043 — 7,228 Impairment & 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 EARNINGS 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 Amortization of intangible assets 1,272 13,287 8,384 — 22,943 Loss on product line divestiture — 5,092 — — 5,092 Restructuring charges 2,426 3,455 8,690 — 14,571 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 BALANCE SHEETS (in thousands) August 31, 2018 Parent Guarantors Non-Guarantors Eliminations Consolidated ASSETS Current assets Cash and cash equivalents $ 67,649 $ — $ 182,841 $ — $ 250,490 Accounts receivable, net 19,969 54,822 112,958 — 187,749 Inventories, net 22,570 59,391 74,395 — 156,356 Assets held for sale — — 23,573 — 23,573 Other current assets 7,358 4,759 30,615 — 42,732 Total current assets 117,546 118,972 424,382 — 660,900 Property, plant & equipment, net 7,937 26,408 55,875 — 90,220 Goodwill 38,847 203,543 270,022 — 512,412 Other intangible assets, net 6,884 121,793 52,360 — 181,037 Investment in subsidiaries 1,836,954 1,211,781 789,917 (3,838,652 ) — Intercompany receivables — 622,646 200,173 (822,819 ) — Other long-term assets 12,955 366 23,448 — 36,769 Total assets $ 2,021,123 $ 2,305,509 $ 1,816,177 $ (4,661,471 ) $ 1,481,338 LIABILITIES & SHAREHOLDERS' EQUITY Current liabilities Trade accounts payable $ 15,890 $ 29,022 $ 85,926 $ — $ 130,838 Accrued compensation and benefits 22,171 9,804 22,533 — 54,508 Current maturities of debt 30,000 — — — 30,000 Income taxes payable — — 4,091 — 4,091 Liabilities held for sale — — 44,225 — 44,225 Other current liabilities 17,379 11,078 38,842 — 67,299 Total current liabilities 85,440 49,904 195,617 — 330,961 Long-term debt 502,695 — — — 502,695 Deferred income taxes 17,467 — 4,466 — 21,933 Pension and post-retirement benefit liabilities 7,765 — 7,104 — 14,869 Other long-term liabilities 45,483 359 6,326 — 52,168 Intercompany payable 803,561 19,258 — (822,819 ) — Shareholders’ equity 558,712 2,235,988 1,602,664 (3,838,652 ) 558,712 Total liabilities and shareholders’ equity $ 2,021,123 $ 2,305,509 $ 1,816,177 $ (4,661,471 ) $ 1,481,338 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 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) Year Ended August 31, 2018 Parent Guarantors Non-Guarantors Eliminations Consolidated Operating Activities Net cash provided by operating activities $ 63,264 $ 27,673 $ 15,156 $ — $ 106,093 Investing Activities Capital expenditures (2,822 ) (8,015 ) (10,033 ) — (20,870 ) Proceeds from sale of property, plant and equipment — 99 54 — 153 Rental asset buyout for Viking divestiture — — (27,718 ) — (27,718 ) Proceeds from sale of businesses, net of transaction costs 198 — 8,704 — 8,902 Cash paid for business acquisitions, net of cash acquired — (1,732 ) (21,486 ) — (23,218 ) Intercompany investment (11,754 ) (1 ) — 11,755 — Cash used in investing activities (14,378 ) (9,649 ) (50,479 ) 11,755 (62,751 ) Financing Activities Principal repayment on term loan (30,000 ) — — — (30,000 ) Taxes paid related to the net share settlement of equity awards (1,284 ) — — — (1,284 ) Stock option exercises, related tax benefits and other 15,681 — — — 15,681 Cash dividend (2,390 ) — — — (2,390 ) Changes in receivables and payable to subsidiaries 2,041 (18,024 ) 15,983 — — Intercompany capital contribution — — 11,755 (11,755 ) — Cash (used in) provided by financing activities (15,952 ) (18,024 ) 27,738 (11,755 ) (17,993 ) Effect of exchange rate changes on cash — — (4,430 ) — (4,430 ) Net increase (decrease) in cash and cash equivalents 32,934 — (12,015 ) — 20,919 Cash and cash equivalents—beginning of period 34,715 — 194,856 — 229,571 Cash and cash equivalents—end of period $ 67,649 $ — $ 182,841 $ — $ 250,490 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 $ 99,241 $ 14,340 $ 39,672 $ (64,754 ) $ 88,499 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 8,265 — — — 8,265 Payment of deferred 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 (62,188 ) (5,353 ) (5,463 ) 57,854 (15,150 ) 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 increase (decrease) 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 |