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, 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 the subsidiaries that do not guarantee the 5.625% Senior Notes (the "non-Guarantors") and therefore are included in the Parent column in the accompanying condensed consolidating financial statements. These items are of a corporate or consolidated nature and include, but are not limited to, tax provisions and related assets and liabilities, certain employee benefit obligations, prepaid and accrued insurance and corporate indebtedness. Intercompany activity primarily includes loan activity, purchases and sales of goods or services, investments and dividends. Intercompany balances also reflect certain non-cash transactions including transfers of assets and liabilities between the Parent, Guarantor and non-Guarantor, allocation of non-cash expenses from the Parent to the Guarantors and non-Guarantors, non-cash intercompany dividends and the impact of foreign currency rate changes. The following tables present the results of operations, financial position and cash flows of the Parent, the Guarantors and the non-Guarantors and the eliminations necessary to arrive at the information for the Company on a consolidated basis. CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (in thousands) Three Months Ended November 30, 2018 Parent Guarantors Non-Guarantors Eliminations Consolidated Net sales $ 40,290 $ 95,822 $ 156,419 $ — $ 292,531 Cost of products sold 9,881 70,596 107,046 — 187,523 Gross profit 30,409 25,226 49,373 — 105,008 Selling, administrative and engineering expenses 20,966 18,314 33,912 — 73,192 Amortization of intangible assets 318 2,692 1,268 — 4,278 Restructuring charges — (93 ) 496 — 403 Impairment & divestiture charges — 10,220 26,233 — 36,453 Operating profit (loss) 9,125 (5,907 ) (12,536 ) — (9,318 ) Financing costs (income), net 7,551 — (256 ) — 7,295 Intercompany (income) expense, net (4,053 ) 6,491 (2,438 ) — — Other (income) expense, net (216 ) 7 1,120 — 911 Earnings (loss) before income tax (benefit) expense 5,843 (12,405 ) (10,962 ) — (17,524 ) Income tax (benefit) expense (2,706 ) (102 ) 2,736 (72 ) Net earnings (loss) before equity in (loss) earnings of subsidiaries 8,549 (12,303 ) (13,698 ) — (17,452 ) Equity in (loss) earnings of subsidiaries (26,001 ) (13,132 ) 1,255 37,878 — Net loss (17,452 ) (25,435 ) (12,443 ) 37,878 (17,452 ) Comprehensive loss $ (25,396 ) $ (25,434 ) $ (20,119 ) $ 45,553 $ (25,396 ) 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 (income), 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 BALANCE SHEETS (in thousands) November 30, 2018 Parent Guarantors Non-Guarantors Eliminations Consolidated ASSETS Current assets Cash and cash equivalents $ 41,371 $ — $ 162,072 $ — $ 203,443 Accounts receivable, net 18,511 40,803 131,876 — 191,190 Inventories, net 25,035 51,389 78,340 — 154,764 Assets held for sale — 79,748 26,445 — 106,193 Other current assets 11,761 1,824 38,160 — 51,745 Total current assets 96,678 173,764 436,893 — 707,335 Property, plant & equipment, net 7,828 16,557 54,775 — 79,160 Goodwill 38,847 184,121 254,392 — 477,360 Other intangibles, net 6,566 97,932 48,221 — 152,719 Investment in subsidiaries 1,806,237 1,198,123 807,031 (3,811,391 ) — Intercompany receivable — 616,713 208,731 (825,444 ) — Other long-term assets 12,745 339 20,375 — 33,459 Total assets $ 1,968,901 $ 2,287,549 $ 1,830,418 $ (4,636,835 ) $ 1,450,033 LIABILITIES & SHAREHOLDERS' EQUITY Current liabilities Trade accounts payable $ 13,915 $ 20,468 $ 89,684 $ — $ 124,067 Accrued compensation and benefits 10,509 2,938 22,896 — 36,343 Current maturities of debt and short-term borrowings 30,000 — — — 30,000 Income taxes payable — — 8,215 — 8,215 Liabilities held for sale — 12,951 57,079 — 70,030 Other current liabilities 18,207 6,481 39,026 — 63,714 Total current liabilities 72,631 42,838 216,900 — 332,369 Long-term debt 495,384 — — — 495,384 Deferred income taxes 15,426 — 1,505 — 16,931 Pension and post-retirement benefit liabilities 7,632 — 7,039 — 14,671 Other long-term liabilities 47,348 285 5,480 — 53,113 Intercompany payable 792,915 32,529 — (825,444 ) — Shareholders’ equity 537,565 2,211,897 1,599,494 (3,811,391 ) 537,565 Total liabilities and shareholders’ equity $ 1,968,901 $ 2,287,549 $ 1,830,418 $ (4,636,835 ) $ 1,450,033 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 STATEMENTS OF CASH FLOWS (in thousands) Three Months Ended November 30, 2018 Parent Guarantors Non-Guarantors Eliminations Consolidated Operating Activities Net cash (used in) provided by operating activities $ (16,275 ) $ 4,337 $ (17,172 ) $ — $ (29,110 ) Investing Activities Capital expenditures (423 ) (4,340 ) (2,903 ) — (7,666 ) Proceeds from sale of property, plant and equipment 8 3 — — 11 Cash used in investing activities (415 ) (4,337 ) (2,903 ) — (7,655 ) Financing Activities Principal repayments on term loan (7,500 ) — — — (7,500 ) Stock option exercises, related tax benefits and other 552 — — — 552 Taxes paid related to the net share settlement of equity awards (201 ) — — — (201 ) Cash Dividends (2,439 ) — — — (2,439 ) Cash used in financing activities (9,588 ) — — — (9,588 ) Effect of exchange rate changes on cash — — (694 ) — (694 ) Net decrease in cash and cash equivalents (26,278 ) — (20,769 ) — (47,047 ) Cash and cash equivalents—beginning of period 67,649 — 182,841 — 250,490 Cash and cash equivalents—end of period $ 41,371 $ — $ 162,072 $ — $ 203,443 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 |