Guarantor Subsidiaries | Note 17. Guarantor Subsidiaries As discussed in Note 7, “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 August 31, 2019 . Certain 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 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. As a result of the refinancing of the Senior Credit Facility in March 2019, certain domestic subsidiaries that were previously Guarantors of the Senior Notes are now non-Guarantors. As such, prior period financial information has been recast to reflect the current Parent, Guarantor, and non-Guarantor structure. CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (in thousands) Year Ended August 31, 2019 Parent Guarantors Non-Guarantors Eliminations Consolidated Net sales $ 167,009 $ 70,621 $ 417,128 $ — $ 654,758 Cost of products sold 46,220 44,007 271,879 — 362,106 Gross profit 120,789 26,614 145,249 — 292,652 Selling, administrative and engineering expenses 85,399 20,095 103,737 — 209,231 Amortization of intangible assets 1,272 2,600 5,050 — 8,922 Restructuring charges 562 1,402 2,192 — 4,156 Impairment & divestiture charges — 6,243 16,584 — 22,827 Operating profit (loss) 33,556 (3,726 ) 17,686 — 47,516 Financing costs (income), net 28,716 — (553 ) — 28,163 Intercompany (income) expense, net (15,020 ) 21,573 70,086 (76,639 ) — Intercompany dividends (447,637 ) (39,208 ) — 486,845 — Other (income) expense, net (435 ) 1 1,063 — 629 Earnings (loss) before income tax (benefit) expense 467,932 13,908 (52,910 ) (410,206 ) 18,724 Income tax (benefit) expense (5,113 ) (2,395 ) 18,165 — 10,657 Earnings (loss) from continuing operations 473,045 16,303 (71,075 ) (410,206 ) 8,067 Loss from discontinued operations (3,148 ) (93,730 ) (83,695 ) (76,639 ) (257,212 ) Net earnings (loss) before equity in loss of subsidiaries 469,897 (77,427 ) (154,770 ) (486,845 ) (249,145 ) Equity in loss of subsidiaries (719,042 ) (28,354 ) 11,064 736,332 — Net loss (249,145 ) (105,781 ) (143,706 ) 249,487 (249,145 ) Comprehensive loss $ (246,572 ) $ (105,781 ) $ (137,292 ) $ 243,073 $ (246,572 ) CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (in thousands) Year Ended August 31, 2018 Parent Guarantors Non-Guarantors Eliminations Consolidated Net sales $ 159,411 $ 65,128 $ 416,764 $ — $ 641,303 Cost of products sold 29,811 41,674 286,534 — 358,019 Gross profit 129,600 23,454 130,230 — 283,284 Selling, administrative and engineering expenses 81,028 22,540 106,688 — 210,256 Amortization of intangible assets 1,272 2,892 5,116 — 9,280 Restructuring charges 6,109 661 3,785 10,555 Impairment & divestiture charges (benefit) 4,217 — (1,230 ) — 2,987 Operating profit (loss) 36,974 (2,639 ) 15,871 — 50,206 Financing costs (income), net 31,752 — (880 ) — 30,872 Intercompany (income) expense, net (17,087 ) 16,276 (46,961 ) 47,772 — Intercompany dividends — (28,822 ) — 28,822 — Other (income) expense, net (826 ) 18 946 — 138 Earnings before income tax (benefit) expense 23,135 9,889 62,766 (76,594 ) 19,196 Income tax (benefit) expense (35,134 ) 21,689 27,895 — 14,450 Earnings (loss) from continuing operations 58,269 (11,800 ) 34,871 (76,594 ) 4,746 (Loss) earnings from discontinued operations (5,951 ) 9,342 (77,557 ) 47,772 (26,394 ) Net earnings (loss) before equity in (loss) earnings of subsidiaries 52,318 (2,458 ) (42,686 ) (28,822 ) (21,648 ) Equity in (loss) earnings of subsidiaries (73,966 ) (54,385 ) 613 127,738 — Net loss (21,648 ) (56,843 ) (42,073 ) 98,916 (21,648 ) Comprehensive income (loss) $ 31,368 $ (56,843 ) $ 9,555 $ 47,288 $ 31,368 CONDENSED CONSOLIDATING STATEMENTS OF EARNINGS AND COMPREHENSIVE LOSS (in thousands) Year Ended August 31, 2017 Parent Guarantors Non-Guarantors Eliminations Consolidated Net sales $ 145,222 $ 74,008 $ 397,361 $ — $ 616,591 Cost of products sold 35,244 45,994 274,983 — 356,221 Gross profit 109,978 28,014 122,378 — 260,370 Selling, administrative and engineering expenses 76,816 24,958 106,354 — 208,128 Amortization of intangible assets 1,272 2,892 4,933 — 9,097 Director & officer transition charges 7,784 — — — 7,784 Restructuring charges 634 19 2,581 — 3,234 Impairment & divestiture charges — — 116,979 — 116,979 Operating profit (loss) 23,472 145 (108,469 ) — (84,852 ) Financing costs (income), net 30,005 — (784 ) — 29,221 Intercompany (income) expense, net (23,302 ) 84,562 (67,796 ) 6,536 — Intercompany dividends — (231,689 ) (5,623 ) 237,312 — Other expense (income), net 3,303 (26 ) 539 — 3,816 Earnings (loss) before income tax (benefit) expense 13,466 147,298 (34,805 ) (243,848 ) (117,889 ) Income tax (benefit) expense (4,623 ) (18,477 ) 486 — (22,614 ) Net earnings (loss) from continuing operations 18,089 165,775 (35,291 ) (243,848 ) (95,275 ) Net (loss) earnings from discontinued operations (6,362 ) 9,791 19,097 6,536 29,062 Net earnings (loss) before equity in (loss) earnings of subsidiaries 11,727 175,566 (16,194 ) (237,312 ) (66,213 ) Equity in (loss) earnings of subsidiaries (77,940 ) (67,668 ) 316 145,292 — Net (loss) earnings (66,213 ) 107,898 (15,878 ) (92,020 ) (66,213 ) Comprehensive (loss) income $ (41,651 ) $ 90,011 $ 43,818 $ (133,829 ) $ (41,651 ) CONDENSED CONSOLIDATING BALANCE SHEETS (in thousands) August 31, 2019 Parent Guarantors Non-Guarantors Eliminations Consolidated ASSETS Current assets Cash and cash equivalents $ 47,581 $ — $ 163,570 $ — $ 211,151 Accounts receivable, net 20,322 11,358 94,203 — 125,883 Inventories, net 26,737 6,566 43,884 — 77,187 Assets from discontinued operations 295 145,239 140,044 — 285,578 Other current assets 12,116 1,797 16,613 — 30,526 Total current assets 107,051 164,960 458,314 — 730,325 Property, plant & equipment, net 8,515 5,193 43,021 — 56,729 Goodwill 38,847 57,342 164,226 — 260,415 Other intangibles, net 5,611 8,451 38,313 — 52,375 Investment in subsidiaries 1,323,587 912,297 417,022 (2,652,906 ) — Intercompany receivable — — 979,889 (979,889 ) — Other long-term assets 27,510 (13,424 ) 10,344 — 24,430 Total assets $ 1,511,121 $ 1,134,819 $ 2,111,129 $ (3,632,795 ) $ 1,124,274 LIABILITIES & SHAREHOLDERS' EQUITY Current liabilities Trade accounts payable $ 23,678 $ 3,231 $ 50,005 $ — $ 76,914 Accrued compensation and benefits 11,495 1,657 13,269 — 26,421 Current maturities of debt 7,500 — — — 7,500 Income taxes payable — — 4,838 — 4,838 Liabilities from discontinued operations 1,217 29,292 113,254 — 143,763 Other current liabilities 17,556 2,388 21,021 — 40,965 Total current liabilities 61,446 36,568 202,387 — 300,401 Long-term debt 452,945 — — — 452,945 Deferred income taxes (4 ) — 1,568 — 1,564 Pension and post-retirement benefit liabilities 12,005 — 8,208 — 20,213 Other long-term liabilities 44,621 114 3,237 — 47,972 Intercompany payable 638,929 340,960 — (979,889 ) — Shareholders’ equity 301,179 757,177 1,895,729 (2,652,906 ) 301,179 Total liabilities and shareholders’ equity $ 1,511,121 $ 1,134,819 $ 2,111,129 $ (3,632,795 ) $ 1,124,274 CONDENSED CONSOLIDATING BALANCE SHEETS (in thousands) August 31, 2018 Parent Guarantors Non-Guarantors Eliminations Consolidated ASSETS Current assets Cash and cash equivalents $ 67,945 $ — $ 182,545 $ — $ 250,490 Accounts receivable, net 19,969 15,634 87,658 — 123,261 Inventories, net 22,646 5,121 44,253 — 72,020 Assets from discontinued operations (1,144 ) 255,676 314,401 — 568,933 Other current assets 6,953 2,421 23,155 — 32,529 Total current assets 116,369 278,852 652,012 — 1,047,233 Property, plant & equipment, net 7,634 4,481 42,859 — 54,974 Goodwill 38,847 57,342 183,943 — 280,132 Other intangible assets, net 6,884 17,294 47,479 — 71,657 Investment in subsidiaries 1,836,879 918,050 301,782 (3,056,711 ) — Intercompany receivables — — 937,259 (937,259 ) — Other long-term assets 14,972 50 16,199 — 31,221 Total assets $ 2,021,585 $ 1,276,069 $ 2,181,533 $ (3,993,970 ) $ 1,485,217 LIABILITIES & SHAREHOLDERS' EQUITY Current liabilities Trade accounts payable $ 16,091 $ 2,646 $ 50,847 $ — $ 69,584 Accrued compensation and benefits 19,643 1,774 14,575 — 35,992 Current maturities of debt 30,000 — — — 30,000 Income taxes payable — — 4,091 — 4,091 Liabilities from discontinued operations 17,839 20,384 122,350 — 160,573 Other current liabilities 17,380 6,017 30,371 — 53,768 Total current liabilities 100,953 30,821 222,234 — 354,008 Long-term debt 502,695 — — — 502,695 Deferred income taxes 2,415 — 1,532 — 3,947 Pension and post-retirement benefit liabilities 7,765 — 6,192 — 13,957 Other long-term liabilities 45,483 265 6,150 — 51,898 Intercompany payable 803,562 133,697 — (937,259 ) — Shareholders’ equity 558,712 1,111,286 1,945,425 (3,056,711 ) 558,712 Total liabilities and shareholders’ equity $ 2,021,585 $ 1,276,069 $ 2,181,533 $ (3,993,970 ) $ 1,485,217 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (in thousands) Year Ended August 31, 2019 Parent Guarantors Non-Guarantors Eliminations Consolidated Operating Activities Cash provided by (used in) operating activities - continuing operations $ 182,274 $ 107,127 $ (6,856 ) $ (241,642 ) $ 40,903 Cash (used in) provided by operating activities - discontinued operations (163,135 ) 147,274 136,264 (107,461 ) 12,942 Cash provided by operating activities 19,139 254,401 129,408 (349,103 ) 53,845 Investing Activities Capital expenditures (2,292 ) (2,042 ) (10,589 ) — (14,923 ) Proceeds from sale of property, plant and equipment 2 — 1,460 — 1,462 Intercompany investment 47,104 — (49,366 ) 2,262 — Cash provided by (used in) investing activities - continuing operations 44,814 (2,042 ) (58,495 ) 2,262 (13,461 ) Cash provided by (used in) investing activities - discontinued operations 21,039 (3,288 ) 30,988 (24,232 ) 24,507 Cash provided by (used in) investing activities 65,853 (5,330 ) (27,507 ) (21,970 ) 11,046 Financing Activities Payment for redemption of term loan (200,000 ) — — — (200,000 ) Proceeds from issuance of term loan 200,000 — — — 200,000 Principal Repayments on term loan (72,500 ) — — — (72,500 ) Purchase of treasury shares (22,481 ) — — — (22,481 ) Taxes paid related to the net share settlement of equity awards (1,872 ) — — — (1,872 ) Stock option exercises, related tax benefits and other 1,900 — — — 1,900 Cash dividends (2,439 ) — — — (2,439 ) Payment of debt issuance costs (2,125 ) — — — (2,125 ) Intercompany dividends paid — (30,465 ) (85,941 ) 116,406 — Intercompany loan activity (5,839 ) — (21,894 ) 27,733 — Intercompany capital contribution — (42,539 ) (80,880 ) 123,419 — Cash used in financing activities - continuing operations (105,356 ) (73,004 ) (188,715 ) 267,558 (99,517 ) Cash (used in) provided by financing activities - discontinued operations — (176,067 ) 72,552 103,515 — Cash used in financing activities (105,356 ) (249,071 ) (116,163 ) 371,073 (99,517 ) Effect of exchange rate changes on cash — — (4,713 ) — (4,713 ) Net decrease in cash and cash equivalents (20,364 ) — (18,975 ) — (39,339 ) Cash and cash equivalents—beginning of period 67,945 — 182,545 — 250,490 Cash and cash equivalents—end of period $ 47,581 $ — $ 163,570 $ — $ 211,151 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (in thousands) Year Ended August 31, 2018 Parent Guarantors Non-Guarantors Eliminations Consolidated Operating Activities Cash provided by operating activities - continuing operations $ 66,416 $ 11,374 $ 60,866 $ (66,740 ) $ 71,916 Cash provided by operating activities - discontinued operations (3,123 ) 13,399 23,944 (43 ) 34,177 Cash provided by operating activities 63,293 24,773 84,810 (66,783 ) 106,093 Investing Activities Capital expenditures (2,822 ) (2,320 ) (5,879 ) — (11,021 ) Proceeds from sale of property, plant and equipment — — 104 — 104 Intercompany investment (11,754 ) — — 11,754 — Rental asset buyout for Viking divestiture — — (27,718 ) — (27,718 ) Proceeds from sale of business, net of transaction costs 198 — 8,704 — 8,902 Cash paid for business acquisitions, net of cash acquired — (1,732 ) (21,486 ) — (23,218 ) Cash provided by (used in) investing activities - continuing operations (14,378 ) (4,052 ) (46,275 ) 11,754 (52,951 ) Cash provided by (used in) investing activities - discontinued operations — (2,664 ) (7,137 ) 1 (9,800 ) Cash used in investing activities (14,378 ) (6,716 ) (53,412 ) 11,755 (62,751 ) Financing Activities Principal repayments 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 dividends (2,390 ) — — — (2,390 ) Intercompany dividends paid — — (28,822 ) 28,822 — Intercompany loan activity 2,041 (18,057 ) 105,386 (89,370 ) — Intercompany capital contribution — — 100 (100 ) — Cash used in financing activities - continuing operations (15,952 ) (18,057 ) 76,664 (60,648 ) (17,993 ) Cash used in financing activities - discontinued operations — — (115,676 ) 115,676 — Cash used in financing activities (15,952 ) (18,057 ) (39,012 ) 55,028 (17,993 ) Effect of exchange rate changes on cash — — (4,430 ) — (4,430 ) Net decrease in cash and cash equivalents 32,963 — (12,044 ) — 20,919 Cash and cash equivalents—beginning of period 34,982 — 194,589 $ — 229,571 Cash and cash equivalents—end of period $ 67,945 $ — $ 182,545 $ — $ 250,490 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (in thousands) Year Ended August 31, 2017 Parent Guarantors Non-Guarantors Eliminations Consolidated Operating Activities Cash provided by operating activities - continuing operations $ 112,557 $ (93,067 ) $ (201,903 ) $ 230,505 $ 48,092 Cash provided by operating activities - discontinued operations (23,697 ) 14,820 42,748 6,536 40,407 Cash provided by operating activities 88,860 (78,247 ) (159,155 ) 237,041 88,499 Investing Activities Capital expenditures (2,697 ) (1,824 ) (12,717 ) — (17,238 ) Proceeds from sale of property, plant and equipment — — 448 — 448 Intercompany investment 2,882 78,154 (26,600 ) (54,436 ) — Cash provided by (used in) investing activities - continuing operations 185 76,330 (38,869 ) (54,436 ) (16,790 ) Cash provided by (used in) investing activities - discontinued operations — (3,436 ) (7,399 ) — (10,835 ) Cash used in investing activities 185 72,894 (46,268 ) (54,436 ) (27,625 ) Financing Activities Principal Repayments on term loan (18,750 ) — — — (18,750 ) Redemption of 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 Cash dividends (2,358 ) — — — (2,358 ) Intercompany dividends paid — — 231,688 (231,688 ) — Intercompany loan activity (47,780 ) — 47,780 — — Intercompany capital contribution — — (54,436 ) 54,436 — Cash used in financing activities - continuing operations (62,188 ) — 225,032 (177,252 ) (14,408 ) Cash used in financing activities - discontinued operations — 5,353 (742 ) (5,353 ) (742 ) Cash used in financing activities (62,188 ) 5,353 224,290 (182,605 ) (15,150 ) Effect of exchange rate changes on cash — — 4,243 — 4,243 Net decrease in cash and cash equivalents 26,857 — 23,110 — 49,967 Cash and cash equivalents—beginning of period 8,125 $ — 171,479 — 179,604 Cash and cash equivalents—end of period $ 34,982 $ — $ 194,589 $ — $ 229,571 |