Document and Entity Information
Document and Entity Information - $ / shares | 3 Months Ended | ||
Nov. 30, 2019 | Dec. 31, 2019 | Aug. 31, 2019 | |
Document Information [Line Items] | |||
Document Type | 10-Q | ||
Document Quarterly Report | true | ||
Document Period End Date | Nov. 30, 2019 | ||
Document Transition Report | false | ||
Entity File Number | 1-11288 | ||
Entity Registrant Name | ACTUANT CORPORATION | ||
Entity Incorporation, State or Country Code | WI | ||
Entity Tax Identification Number | 39-0168610 | ||
Entity Address, Address Line One | N86 W12500 WESTBROOK CROSSING | ||
Entity Address, City or Town | MENOMONEE FALLS | ||
Entity Address, State or Province | WI | ||
Entity Address, Postal Zip Code | 53051 | ||
City Area Code | 262 | ||
Local Phone Number | 293-1500 | ||
Title of 12(b) Security | Class A common stock, $0.20 par value per share | ||
Trading Symbol | EPAC | ||
Security Exchange Name | NYSE | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | true | ||
Entity Common Stock, Shares Outstanding | 60,052,391 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | Q1 | ||
Entity Central Index Key | 0000006955 | ||
Current Fiscal Year End Date | --08-31 | ||
Common Class A | |||
Document Information [Line Items] | |||
Common Stock, Par or Stated Value Per Share | $ 0.2 | $ 0.2 | |
Common Stock, Shares Authorized | 168,000,000 | 168,000,000 | |
Common Stock, Shares, Issued | 82,248,399 | 81,920,679 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Nov. 30, 2019 | Nov. 30, 2018 | |
Income Statement [Abstract] | ||
Net Sales | $ 146,674 | $ 158,551 |
Cost of products sold | 77,986 | 88,239 |
Gross profit | 68,688 | 70,312 |
Selling, administrative and engineering expenses | 51,831 | 53,121 |
Amortization of intangible assets | 1,872 | 2,297 |
Restructuring Charges | 1,972 | (29) |
Impairment & divestiture charges | (1,356) | 23,477 |
Operating profit (loss) | 14,369 | (8,554) |
Financing costs, net | 6,729 | 7,298 |
Other expense, net | 318 | 505 |
Earnings (loss) before income tax expense | 7,322 | (16,357) |
Income tax expense | 950 | 66 |
Earnings (Loss) from Continuing Operations | 6,372 | (16,423) |
Earnings (Loss) from Discontinued Operations | (4,251) | (1,029) |
Net earnings (loss) | $ 2,121 | $ (17,452) |
Earnings (loss) per share from continuing operations | ||
Earnings (Loss) per share from Continuing Operations, Per Basic Share | $ 0.11 | $ (0.27) |
Earnings (Loss) per share from continuing operations, per diluted share | 0.11 | (0.27) |
Earnings (Loss) per share from Discontinued Operations, Per Basic Shares | (0.07) | (0.02) |
Earnings (Loss) per share from Discontinued Operations, per diluted share | (0.07) | (0.02) |
Earnings (Loss) Per Share, Basic | 0.04 | (0.29) |
Earnings (Loss) Per Share, Diluted | $ 0.03 | $ (0.29) |
Weighted average common shares outstanding | ||
Weighted average common shares outstanding - basic | 60,081 | 61,031 |
Weighted Average Common Shares outstanding - diluted | 60,601 | 61,031 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | |
Nov. 30, 2019 | Nov. 30, 2018 | |
Net earnings (loss) | $ 2,121 | $ (17,452) |
Other comprehensive income (loss), net of tax | ||
Foreign currency translation adjustments | 8,492 | (8,176) |
Recognition of foreign currency translation losses from divested businesses | 51,994 | 0 |
Pension and other postretirement benefit plans | 441 | 232 |
Other Comprehensive Income (Loss), Net of Tax | 60,927 | (7,944) |
Comprehensive income (loss) | $ 63,048 | $ (25,396) |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Nov. 30, 2019 | Aug. 31, 2019 |
Current assets | ||
Cash and cash equivalents | $ 206,780 | $ 211,151 |
Accounts receivable, net | 122,027 | 125,883 |
Inventories, net | 79,508 | 77,187 |
Assets held for sale | 1,697 | 0 |
Assets from discontinued operations | 0 | 285,578 |
Other current assets | 42,720 | 30,526 |
Total current assets | 452,732 | 730,325 |
Property, plant and equipment, net | 56,094 | 56,729 |
Goodwill | 263,969 | 260,415 |
Other intangible assets, net | 51,235 | 52,375 |
Other long-term assets | 84,482 | 24,430 |
Total assets | 908,512 | 1,124,274 |
Current liabilities | ||
Trade accounts payable | 68,790 | 76,914 |
Accrued compensation and benefits | 25,281 | 26,421 |
Current maturities of debt | 0 | 7,500 |
Income taxes payable | 6,853 | 4,838 |
Liabilities Held for Sale Not Part of Disposal Group | 1,697 | 0 |
Liabilities from discontinued operations | 0 | 143,763 |
Other current liabilities | 54,649 | 40,965 |
Total current liabilities | 157,270 | 300,401 |
Long-term debt, net | 286,236 | 452,945 |
Deferred income taxes | 1,567 | 1,564 |
Pension and postretirement benefit liabilities | 19,806 | 20,213 |
Other long-term liabilities | 90,380 | 47,972 |
Total liabilities | 555,259 | 823,095 |
Shareholders’ equity | ||
Class A common stock, $0.20 par value per share, authorized 168,000,000 shares, issued 82,248,399 and 81,920,679 shares, respectively | 16,450 | 16,384 |
Additional paid-in capital | 187,772 | 181,213 |
Treasury stock, at cost, 22,295,357 and 21,455,568 shares, respectively | (658,017) | (640,212) |
Retained earnings | 921,460 | 915,466 |
Accumulated other comprehensive loss | (114,412) | (171,672) |
Stock held in trust | (3,157) | (3,070) |
Deferred compensation liability | 3,157 | 3,070 |
Total shareholders' equity | 353,253 | 301,179 |
Total liabilities and shareholders’ equity | $ 908,512 | $ 1,124,274 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - shares | Nov. 30, 2019 | Aug. 31, 2019 |
Treasury Stock, Shares | 22,295,357 | 21,455,568 |
Common Class A | ||
Common Stock, Shares Authorized | 168,000,000 | 168,000,000 |
Common Stock, Shares, Issued | 82,248,399 | 81,920,679 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Nov. 30, 2019 | Nov. 30, 2018 | |
Operating Activities | ||
Net earnings (loss) | $ 2,121 | $ (17,452) |
Earnings (Loss) from Discontinued Operations | (4,251) | (1,029) |
Earnings (Loss) from Continuing Operations | 6,372 | (16,423) |
Adjustments to reconcile net earnings to net cash provided by operating activities: | ||
Impairment & divestiture charges, net of tax | (1,095) | 23,477 |
Depreciation and amortization | 4,779 | 5,056 |
Stock-based compensation expense | 2,820 | 2,673 |
Benefit for deferred income taxes | (522) | (1,739) |
Amortization of debt issuance costs | 896 | 301 |
Other non-cash adjustments | 83 | 124 |
Changes in components of working capital and other, excluding acquisitions and divestitures: | ||
Accounts receivable | 3,151 | (437) |
Inventories | (5,767) | (6,535) |
Trade accounts payable | (6,086) | 305 |
Prepaid expenses and other assets | (6,167) | (5,899) |
Income tax accounts | (5,260) | 619 |
Accrued compensation and benefits | (1,617) | (11,196) |
Other accrued liabilities | 4,318 | (1,000) |
Cash used in operating activities, Continuing Operations | (4,095) | (10,674) |
Cash Used in Operating Activities, Discontinued Operations | (18,832) | (18,436) |
Cash Used in Operating Activities | (22,927) | (29,110) |
Investing Activities | ||
Capital expenditures | (3,187) | (4,569) |
Proceeds from sale of property, plant and equipment | 162 | 11 |
Proceeds from sale of business, net of transaction costs | 8,726 | 0 |
Cash provided by (used in) investing activities, Continuing Operations | 5,701 | (4,558) |
Cash Provided by (Used in) Investing Activities, Discontinued Operations | 207,641 | (3,097) |
Cash Provided by (Used in) Investing Activities | 213,342 | (7,655) |
Financing Activities | ||
Principal repayments on term loan | (175,000) | (7,500) |
Borrowings on Revolving Credit | 100,000 | 0 |
Principal Repayment on Revolving Credit Facility | (100,000) | 0 |
Stock Repurchases | (17,805) | |
Taxes paid related to the net share settlement of equity awards | (2,638) | (201) |
Stock option exercises and other | 2,640 | 552 |
Cash dividend | (2,419) | (2,439) |
Net Cash Used in Financing Activities, Continuing Operations | (195,222) | (9,588) |
Cash Provided by (Used in) Financing Activities, Discontinued Operations | 0 | 0 |
Cash used in financing activities | (195,222) | (9,588) |
Effect of exchange rate changes on cash | 436 | (694) |
Net decrease in cash and cash equivalents | (4,371) | (47,047) |
Cash and cash equivalents - beginning of period | 211,151 | 250,490 |
Cash and cash equivalents - end of period | $ 206,780 | $ 203,443 |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Nov. 30, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Note 1. Basis of Presentation General The accompanying unaudited condensed consolidated financial statements of Actuant Corporation, doing business as Enerpac Tool Group (“Actuant,” “Company,” "we," or "us"), have been prepared in accordance with United States generally accepted accounting principles ("GAAP") for interim financial reporting and with the instructions of Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The condensed consolidated balance sheet data as of August 31, 2019 was derived from the Company’s audited financial statements, but does not include all disclosures required by GAAP. For additional information, including the Company’s significant accounting policies, refer to the consolidated financial statements and related footnotes in the Company’s fiscal 2019 Annual Report on Form 10-K. In the opinion of management, all adjustments considered necessary for a fair statement of financial results have been made. Such adjustments consist of only those of a normal recurring nature. Operating results for the three months ended November 30, 2019 are not necessarily indicative of the results that may be expected for the entire fiscal year ending August 31, 2020 . New Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (and subsequently ASU 2018-01 and ASU 2019-01), to increase transparency and comparability among organizations by recognizing all lease transactions on the balance sheet as a lease liability and a right-of-use (“ROU”) asset. The amendments also expanded disclosure requirements for key information about leasing arrangements. On September 1, 2019, the Company adopted the standard using a modified retrospective approach and through implementing selected third-party lease software utilized as a central repository for all leases. The Company elected the package of practical expedients allowing us to not reassess whether any expired or existing contracts contain leases, the lease classification for any expired or existing leases, and initial direct costs for leases that commenced prior to September 1, 2019. In addition, we elected not to recognize ROU assets or lease liabilities for leases containing terms of 12 months or less and not separate lease components from non-lease components for all asset classes. The Company updated its standard lease accounting policy to address the new standard, revised the Company’s business processes and controls to align to the updated policy and new standard and completed the implementation of and data input into the Company’s lease accounting software solution. The most significant impact of the standard on the Company was the recognition of a $60.8 million ROU asset and operating lease liability on the Condensed Consolidated Balance Sheets at adoption. The standard did not have a significant impact on our Condensed Consolidated Statements of Operations or Condensed Consolidated Statements of Cash Flows. In addition, as a result of sale leaseback transactions in previous years for which gains were deferred and under the new standard would have been recognized, the Company recorded an increase to retained earnings of $0.2 million in the first quarter of fiscal 2020 , which represents the recognition of these previously deferred gains. See Note 15, “Leases” for further discussion of the Company’s operating leases. In February 2018, the FASB issued ASU 2018-02, Income Statement-Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income, which allows companies to reclassify stranded income tax effects resulting from the Tax Cuts and Jobs Act from accumulated other comprehensive income to retained earnings in their consolidated financial statements. The Company adopted the guidance in the three months ended November 30, 2019 which resulted in an increase to retained earnings with an offsetting increase in accumulated other comprehensive loss of $3.7 million . Accumulated Other Comprehensive Loss The following is a summary of the Company's accumulated other comprehensive loss (in thousands): November 30, 2019 August 31, 2019 Foreign currency translation adjustments $ 90,629 $ 151,115 Pension and other postretirement benefit plans, net of tax 23,783 20,557 Accumulated other comprehensive loss $ 114,412 $ 171,672 Property Plant and Equipment The following is a summary of the Company's components of property, plant and equipment (in thousands): November 30, 2019 August 31, 2019 Land, buildings and improvements $ 29,586 $ 29,661 Machinery and equipment 136,713 140,083 Gross property, plant and equipment 166,299 169,744 Less: Accumulated depreciation (110,205 ) (113,015 ) Property, plant and equipment, net $ 56,094 $ 56,729 |
Revenue Recognition Revenue fro
Revenue Recognition Revenue from Contract Customers (Notes) | 3 Months Ended |
Nov. 30, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contract with Customer [Text Block] | Note 2. Revenue Recognition Nature of Goods and Services The Company generates its revenue under two principal activities, which are discussed below: Product Sales: Sales of tools, heavy-lifting solutions, and rope and cable solutions are recorded when control is transferred to the customer (i.e., performance obligation has been satisfied). For the majority of the Company’s product sales, revenue is recognized at a point in time when control of the product is transferred to the customer, which generally occurs when the product is shipped from the Company to the customer. Due to the highly customized nature and limited alternative use of certain products, for which the Company has an enforceable right of reimbursement for performance completed to date, revenue is recognized over time. We consider the input measure (efforts-expended or cost-to-cost) or output measure as a fair measure of progress for the recognition of over time revenue associated with these custom products. For a majority of the Company’s custom products, machine hours and labor hours (efforts-expended measurement) are used as a measure of progress. Service & Rental Sales : Service contracts consist of providing highly trained technicians to perform bolting, technical services, machining and joint integrity work for our customers. These revenues are recognized over time as our customers simultaneously receive and consume the benefits provided by the Company. We consider the input measure (efforts-expended or cost-to-cost) or output measure as a fair measure of progress for the recognition of over time revenue associated with service contracts. For a majority of the Company’s service contracts, labor hours (efforts-expended measurement) is used as the measure of progress when it is determined to be a better depiction of the transfer of control to the customer due to the timing and pattern of labor hours incurred. Revenue from rental contracts (less than a year and non-customized products) is generally recognized ratably over the contract term, depicting the customer’s consumption of the benefit related to the rental equipment. Disaggregated Revenue and Performance Obligations The Company disaggregates revenue from contracts with customers by reportable segment and product line and by the timing of when goods and services are transferred. See Note 13, "Segment Information" for information regarding our revenue disaggregation by reportable segment and product line. The following table presents information regarding revenues disaggregated by the timing of when goods and services are transferred (in thousands): Three Months Ended November 30, 2019 2018 Revenues recognized at point in time $ 104,812 $ 108,255 Revenues recognized over time 41,862 50,296 Total $ 146,674 $ 158,551 Contract Balances The Company's contract assets and liabilities are as follows (in thousands): November 30, 2019 August 31, 2019 Receivables, which are included in accounts receivable, net $ 122,027 $ 125,883 Contract assets, which are included in other current assets 4,948 3,747 Contract liabilities, which are included in other current liabilities 1,775 3,707 Receivables: The Company performs its obligations under a contract with a customer by transferring goods or services in exchange for consideration from the customer. The Company typically invoices its customers as soon as control of an asset is transferred and a receivable for the Company is established. Contract Assets: Contract assets relate to the Company’s rights to consideration for work completed but not billed as of the reporting date on contracts with customers. The contract assets are transferred to receivables when the rights become unconditional. The Company has contract assets on contracts that are generally long-term and have revenues that are recognized over time. Contract Liabilities: As of November 30, 2019 , the Company had certain contracts where there were unsatisfied performance obligations and the Company had received cash consideration from customers before the performance obligations were satisfied . The majority of these contracts relate to long-term customer contracts (project durations of greater than three months) and are recognized over time. The Company estimates that the $1.8 million will be recognized in net sales from satisfying those performance obligations within the next twelve months. Significant Judgments Timing of Performance Obligations Satisfied at a Point in Time: The Company evaluates when the customer obtains control of the product based on shipping terms, as control will transfer, depending upon such terms, at different points between the Company's manufacturing facility or warehouse and the customer’s location. The Company considers control to have transferred upon shipment or delivery because i) the Company has a present right to payment at that time; ii) the legal title has been transferred to the customer; iii) the Company has transferred physical possession of the product to the customer; and iv) the customer has significant risks and rewards of ownership of the product. Variable Consideration: The Company estimates whether it will be subject to variable consideration under the terms of the contract and includes its estimate of variable consideration in the transaction price based on the expected value method when it is deemed probable of being realized based on historical experience and trends. Types of variable consideration may include rebates, incentives and discounts, among others, which are recorded as a reduction to net sales at the time when control of a performance obligation is transferred to the customer. Practical Expedients & Exemptions: The Company elected to expense the incremental cost to obtaining a contract when the amortization period for such contracts would be one year or less. The Company does not disclose the value of unperformed obligations for i) contracts with an original expected length of one year or less and ii) contracts for which it recognizes revenue at the amount to which it has the right to invoice for services performed. |
Restructuring Charges (Notes)
Restructuring Charges (Notes) | 3 Months Ended |
Nov. 30, 2019 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Activities Disclosure [Text Block] | Note 3. Restructuring Charges The Company has undertaken or committed to various restructuring initiatives including workforce reductions; leadership changes; plant consolidations to reduce manufacturing overhead; satellite office closures; the continued movement of production and product sourcing to low-cost alternatives; and the centralization and standardization of certain administrative functions. Liabilities for severance will generally be paid within twelve months, while future lease payments related to facilities vacated as a result of restructuring will be paid over the underlying remaining lease terms. During fiscal 2019 , the Company announced a new restructuring plan focused on i) the integration of the Enerpac and Hydratight businesses (Industrial Tools & Service ("IT&S") segment), ii) the strategic exit of certain commodity type services in our North America Services operations (IT&S segment) and iii) driving efficiencies within the overall corporate structure. Total restructuring charges associated with this restructuring plan were $1.5 million in the three months ended November 30, 2019 . The following rollforwards summarize restructuring reserve activity for the IT&S reportable segment and corporate (in thousands): Three Months Ended November 30, 2018 Industrial Tools & Services Corporate Total Balance as of August 31, 2018 $ 1,687 $ 46 $ 1,733 Restructuring charges (29 ) (1) — (29 ) Cash payments (922 ) (46 ) (968 ) Other non-cash uses of reserve (13 ) — (13 ) Impact of changes in foreign currency rates (21 ) — (21 ) Balance as of November 30, 2018 $ 702 $ — $ 702 Three Months Ended November 30, 2019 Industrial Tools & Services Corporate Total Balance as of August 31, 2019 $ 2,912 $ — $ 2,912 Restructuring charges 1,230 235 1,465 Cash payments (1,851 ) (1 ) (1,852 ) Other non-cash uses of reserve (39 ) (226 ) (265 ) Impact of changes in foreign currency rates 2 — 2 Balance as of November 30, 2019 $ 2,254 $ 8 $ 2,262 (1) Benefit relates to reversal of restructuring accrual due to the underspend of estimated restructuring costs. The three months ended November 30, 2019 included $0.5 million of restructuring expenses related to Cortland U.S. (Other Segment). Restructuring reserves for Cortland U.S. were $1.3 million and $0.9 million as of November 30, 2019 and August 31, 2019 , respectively. |
Discontinued Operations Discont
Discontinued Operations Discontinued Operations (Notes) | 3 Months Ended |
Nov. 30, 2019 | |
Divestiture Activities [Abstract] | |
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] | Note 4. Discontinued Operations On October 31, 2019, as part of our overall strategy to become a pure-play industrial tools and services company, the Company completed the previously announced sale of the businesses comprising its former Engineered Components & Systems ("EC&S") segment to wholly owned subsidiaries of BRWS Parent LLC, a Delaware limited liability company and affiliate of One Rock Capital Partners II, LP for a purchase price of approximately $214.5 million (which includes approximately $3.0 million to be paid in four equal quarterly installments after closing). In connection with the completion of the sale in the three months ended November 30, 2019 , the Company recorded a net loss of $4.2 million comprised of a loss of $22.4 million representing the excess of the net assets (exclusive of deferred tax assets and liabilities associated with subsidiaries of the Company whose stock was sold as part of the transaction) as compared to the purchase price less costs to sell and the recognition in earnings of the cumulative effect of foreign currency exchange gains and losses during the quarter largely offset by an income tax benefit of $18.2 million associated with the write off of the net deferred tax liability on subsidiaries of the EC&S segment for which the stock was divested. The final loss on sale is subject to agreement with the buyer on working capital amounts at the time of the divestiture. The Company also recognized an additional $3.3 million of impairment & divestiture costs in the quarter associated with the accelerated vesting of restricted stock awards associated with employees terminated as part of the transaction and $2.7 million of additional divestiture charges which were necessary to complete the transaction. During the first quarter of fiscal 2019 , the Company determined that the Precision Hayes business (EC&S segment) was a non-core asset, did not align with the strategic objectives of the Company and, as a result, the Company committed to a plan to sell this business. The Company recorded $9.5 million of impairment & divestiture charges during the three months ended November 30, 2018 representing the excess of the net book value of the net assets held for sale less the anticipated proceeds, less costs to sell. Also, during the first fiscal quarter of fiscal 2019 , the Company recognized $1.8 million of impairment & divestiture charges associated with the Cortland Fibron business representing the excess of the net book value of the net assets held for sale less the anticipated proceeds, net of transaction costs. Both divestitures were completed in the second quarter of fiscal 2019 . As the aforementioned divestitures were a part of our strategic shift to become a pure-play industrial tools and services company, the results of their operations (including the stated impairment & divestiture charges) are recorded as a component of "Loss from discontinued operations" in the Condensed Consolidated Statements of Operations for all periods presented. In addition, the assets and liabilities of the EC&S segment are recorded as "Assets from discontinued operations" and "Liabilities from discontinued operations", respectively, within the Consolidated Balance Sheets as of August 31, 2019 . The following is a summary of the assets and liabilities of discontinued operations (in thousands): August 31, 2019 Accounts receivable, net $ 52,802 Inventories, net 76,825 Other current assets 8,058 Property, plant & equipment, net 32,172 Goodwill 16,862 Other intangible assets, net 93,314 Other long-term assets 5,545 Assets of discontinued operations $ 285,578 Trade accounts payable $ 43,628 Accrued compensation and benefits 12,101 Reserve for cumulative translation adjustment 54,469 Other current liabilities 12,101 Deferred income taxes 20,029 Pension and postretirement benefit liabilities 1,344 Other long-term liabilities 91 Liabilities of discontinued operations $ 143,763 The following represents the detail of "Loss from discontinued operations, net of income taxes" within the Condensed Consolidated Statements of Operations (in thousands): Three Months Ended November 30, 2019* 2018 Net sales $ 67,010 $ 133,980 Cost of products sold 49,749 99,284 Gross profit 17,261 34,696 Selling, administrative and engineering expenses 10,832 20,071 Amortization of intangible assets — 1,981 Restructuring (benefit) charges (11 ) 432 Impairment & divestiture charges 28,416 12,976 Operating loss (21,976 ) (764 ) Financing costs (benefits), net 14 (3 ) Other (income) expense, net (104 ) 406 Loss before income tax benefit (21,886 ) (1,167 ) Income tax benefit (17,635 ) (138 ) Net loss from discontinued operations $ (4,251 ) $ (1,029 ) * "Loss from discontinued operations, net of income taxes" for the three months ended November 30, 2019, includes the results of the EC&S segment for the two month period ended October 31, 2019. As a result of the classification of the segment as assets and liabilities held for sale, the Company did not record amortization or depreciation expense in the results of operations in accordance with U.S. GAAP for the three months ended November 30, 2019. Furthermore, the Company excluded EC&S segment employees from the fiscal 2020 bonus compensation plan, hence there are no expenses associated with the plan for the three months ended November 30, 2019. Note 5. Other Divestiture Activities On September 20, 2019, the Company completed the sale of the UNI-LIFT product line, a component of our Milwaukee Cylinder business (IT&S segment) for net cash proceeds of $6.0 million , which resulted in an impairment & divestiture benefit of $4.6 million in the first quarter of fiscal 2020 . An additional $1.5 million of contingent proceeds could be received in the future if the buyer is able to extend a long-term supply agreement with a significant customer of the business which had a change in control provision in their current contract. These contingent proceeds are not reflected within the condensed consolidated financial statements. After the sale of the UNI-LIFT product line, the Company determined that the remaining Milwaukee Cylinder business was a non-core asset, did not align with the strategic objectives of the Company and, as a result, the Company committed to a plan to sell this business. Therefore at November 30, 2019 , the Milwaukee Cylinder business met the held for sale criteria and the Condensed Consolidated Balance Sheet reflects the assets and liabilities held for sale, respectively, of the Milwaukee Cylinder business. The $1.7 million of Assets held for sale are comprised of $1.3 million of Accounts receivable, net, $0.3 million of Inventories, net and $0.1 million of Other long-term assets. The $1.7 million of Liabilities held for sale are comprised of $1.1 million of Trade accounts payable, $0.1 million of Accrued compensation and benefits, $0.2 million of Other current liabilities and $0.3 million of Other long-term liabilities. We recorded impairment & divestiture charges of $4.6 million in the three months ended November 30, 2019 comprised of impairment charges of $2.5 million representing the excess of net assets held for sale compared to the anticipated proceeds less costs to sell, $1.9 million associated with our requirement to withdraw from the multi-employer pension plan associated with that business and $0.2 million of other divestiture related charges. The Company completed the divestiture of the Milwaukee Cylinder business on December 2, 2019 for a negligible amount. The historical results of the Milwaukee Cylinder business, inclusive of the UNI-LIFT product line, (which had net sales of $2.9 million and $3.8 million in the three months ended November 30, 2019 and 2018 , respectively) are not material to the condensed consolidated financial results. On October 22, 2019, the Company completed the sale of the Connectors product line (IT&S segment) for net cash proceeds of $2.7 million , which resulted in an impairment & divestiture benefit of $1.3 million . The historical results of the Connectors product line (which had net sales of $0.2 million and $1.5 million in the three months ended November 30, 2019 and 2018 , respectively) are not material to the condensed consolidated financial results. |
Other Divestiture Activities
Other Divestiture Activities | 3 Months Ended |
Nov. 30, 2019 | |
Other Divestiture Activities [Abstract] | |
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] | Note 4. Discontinued Operations On October 31, 2019, as part of our overall strategy to become a pure-play industrial tools and services company, the Company completed the previously announced sale of the businesses comprising its former Engineered Components & Systems ("EC&S") segment to wholly owned subsidiaries of BRWS Parent LLC, a Delaware limited liability company and affiliate of One Rock Capital Partners II, LP for a purchase price of approximately $214.5 million (which includes approximately $3.0 million to be paid in four equal quarterly installments after closing). In connection with the completion of the sale in the three months ended November 30, 2019 , the Company recorded a net loss of $4.2 million comprised of a loss of $22.4 million representing the excess of the net assets (exclusive of deferred tax assets and liabilities associated with subsidiaries of the Company whose stock was sold as part of the transaction) as compared to the purchase price less costs to sell and the recognition in earnings of the cumulative effect of foreign currency exchange gains and losses during the quarter largely offset by an income tax benefit of $18.2 million associated with the write off of the net deferred tax liability on subsidiaries of the EC&S segment for which the stock was divested. The final loss on sale is subject to agreement with the buyer on working capital amounts at the time of the divestiture. The Company also recognized an additional $3.3 million of impairment & divestiture costs in the quarter associated with the accelerated vesting of restricted stock awards associated with employees terminated as part of the transaction and $2.7 million of additional divestiture charges which were necessary to complete the transaction. During the first quarter of fiscal 2019 , the Company determined that the Precision Hayes business (EC&S segment) was a non-core asset, did not align with the strategic objectives of the Company and, as a result, the Company committed to a plan to sell this business. The Company recorded $9.5 million of impairment & divestiture charges during the three months ended November 30, 2018 representing the excess of the net book value of the net assets held for sale less the anticipated proceeds, less costs to sell. Also, during the first fiscal quarter of fiscal 2019 , the Company recognized $1.8 million of impairment & divestiture charges associated with the Cortland Fibron business representing the excess of the net book value of the net assets held for sale less the anticipated proceeds, net of transaction costs. Both divestitures were completed in the second quarter of fiscal 2019 . As the aforementioned divestitures were a part of our strategic shift to become a pure-play industrial tools and services company, the results of their operations (including the stated impairment & divestiture charges) are recorded as a component of "Loss from discontinued operations" in the Condensed Consolidated Statements of Operations for all periods presented. In addition, the assets and liabilities of the EC&S segment are recorded as "Assets from discontinued operations" and "Liabilities from discontinued operations", respectively, within the Consolidated Balance Sheets as of August 31, 2019 . The following is a summary of the assets and liabilities of discontinued operations (in thousands): August 31, 2019 Accounts receivable, net $ 52,802 Inventories, net 76,825 Other current assets 8,058 Property, plant & equipment, net 32,172 Goodwill 16,862 Other intangible assets, net 93,314 Other long-term assets 5,545 Assets of discontinued operations $ 285,578 Trade accounts payable $ 43,628 Accrued compensation and benefits 12,101 Reserve for cumulative translation adjustment 54,469 Other current liabilities 12,101 Deferred income taxes 20,029 Pension and postretirement benefit liabilities 1,344 Other long-term liabilities 91 Liabilities of discontinued operations $ 143,763 The following represents the detail of "Loss from discontinued operations, net of income taxes" within the Condensed Consolidated Statements of Operations (in thousands): Three Months Ended November 30, 2019* 2018 Net sales $ 67,010 $ 133,980 Cost of products sold 49,749 99,284 Gross profit 17,261 34,696 Selling, administrative and engineering expenses 10,832 20,071 Amortization of intangible assets — 1,981 Restructuring (benefit) charges (11 ) 432 Impairment & divestiture charges 28,416 12,976 Operating loss (21,976 ) (764 ) Financing costs (benefits), net 14 (3 ) Other (income) expense, net (104 ) 406 Loss before income tax benefit (21,886 ) (1,167 ) Income tax benefit (17,635 ) (138 ) Net loss from discontinued operations $ (4,251 ) $ (1,029 ) * "Loss from discontinued operations, net of income taxes" for the three months ended November 30, 2019, includes the results of the EC&S segment for the two month period ended October 31, 2019. As a result of the classification of the segment as assets and liabilities held for sale, the Company did not record amortization or depreciation expense in the results of operations in accordance with U.S. GAAP for the three months ended November 30, 2019. Furthermore, the Company excluded EC&S segment employees from the fiscal 2020 bonus compensation plan, hence there are no expenses associated with the plan for the three months ended November 30, 2019. Note 5. Other Divestiture Activities On September 20, 2019, the Company completed the sale of the UNI-LIFT product line, a component of our Milwaukee Cylinder business (IT&S segment) for net cash proceeds of $6.0 million , which resulted in an impairment & divestiture benefit of $4.6 million in the first quarter of fiscal 2020 . An additional $1.5 million of contingent proceeds could be received in the future if the buyer is able to extend a long-term supply agreement with a significant customer of the business which had a change in control provision in their current contract. These contingent proceeds are not reflected within the condensed consolidated financial statements. After the sale of the UNI-LIFT product line, the Company determined that the remaining Milwaukee Cylinder business was a non-core asset, did not align with the strategic objectives of the Company and, as a result, the Company committed to a plan to sell this business. Therefore at November 30, 2019 , the Milwaukee Cylinder business met the held for sale criteria and the Condensed Consolidated Balance Sheet reflects the assets and liabilities held for sale, respectively, of the Milwaukee Cylinder business. The $1.7 million of Assets held for sale are comprised of $1.3 million of Accounts receivable, net, $0.3 million of Inventories, net and $0.1 million of Other long-term assets. The $1.7 million of Liabilities held for sale are comprised of $1.1 million of Trade accounts payable, $0.1 million of Accrued compensation and benefits, $0.2 million of Other current liabilities and $0.3 million of Other long-term liabilities. We recorded impairment & divestiture charges of $4.6 million in the three months ended November 30, 2019 comprised of impairment charges of $2.5 million representing the excess of net assets held for sale compared to the anticipated proceeds less costs to sell, $1.9 million associated with our requirement to withdraw from the multi-employer pension plan associated with that business and $0.2 million of other divestiture related charges. The Company completed the divestiture of the Milwaukee Cylinder business on December 2, 2019 for a negligible amount. The historical results of the Milwaukee Cylinder business, inclusive of the UNI-LIFT product line, (which had net sales of $2.9 million and $3.8 million in the three months ended November 30, 2019 and 2018 , respectively) are not material to the condensed consolidated financial results. On October 22, 2019, the Company completed the sale of the Connectors product line (IT&S segment) for net cash proceeds of $2.7 million , which resulted in an impairment & divestiture benefit of $1.3 million . The historical results of the Connectors product line (which had net sales of $0.2 million and $1.5 million in the three months ended November 30, 2019 and 2018 , respectively) are not material to the condensed consolidated financial results. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 3 Months Ended |
Nov. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Note 6. Goodwill, Intangible Assets and Long-Lived Assets Changes in the gross carrying value of goodwill and intangible assets result from changes in foreign currency exchange rates, business acquisitions, divestitures and impairment charges. The changes in the carrying amount of goodwill for the three months ended November 30, 2019 are as follows (in thousands): Industrial Tools & Services Other Total Balance as of August 31, 2019 $ 242,873 $ 17,542 $ 260,415 Impact of changes in foreign currency rates 3,552 2 3,554 Balance as of November 30, 2019 $ 246,425 $ 17,544 $ 263,969 The gross carrying value and accumulated amortization of the Company’s intangible assets are as follows (in thousands): November 30, 2019 August 31, 2019 Weighted Average Amortization Period (Years) Gross Carrying Value Accumulated Amortization Net Book Value Gross Carrying Value Accumulated Amortization Net Book Value Amortizable intangible assets: Customer relationships 14 $ 127,242 $ 99,191 $ 28,051 $ 126,229 $ 96,817 $ 29,412 Patents 12 13,439 12,605 834 13,227 12,276 951 Trademarks and tradenames* 12 3,219 1,940 1,279 4,513 2,921 1,592 Indefinite lived intangible assets: Tradenames N/A 21,071 — 21,071 20,420 — 20,420 $ 164,971 $ 113,736 $ 51,235 $ 164,389 $ 112,014 $ 52,375 *The decrease in the Gross Carrying Value and Accumulated Amortization of Trademarks and tradenames is a result of the impairment of the Milwaukee Cylinder trademark as discussed in Note 5, "Other Divestiture Activities." The Company estimates that amortization expense will be $5.7 million for the remaining nine months of fiscal 2020 . Amortization expense for future years is estimated to be: $6.7 million in fiscal 2021 , $5.9 million in fiscal 2022 , $4.4 million in fiscal 2023 , $2.8 million in fiscal 2024 , $2.1 million in fiscal 2025 and $2.6 million cumulatively thereafter. The future amortization expense amounts represent estimates and may be impacted by future acquisitions, divestitures or changes in foreign currency exchange rates, among other causes. Fiscal 2019 Impairment Charges During the three months ended November 30, 2018 , within the Other segment, the Company recognized a $10.2 million Goodwill impairment charge related to the Cortland U.S. business in conjunction with triggering events identified during the period. |
Product Warranty Costs
Product Warranty Costs | 3 Months Ended |
Nov. 30, 2019 | |
Guarantees [Abstract] | |
Product Warranty Costs | Note 7. Product Warranty Costs The Company generally offers its customers an assurance warranty on products sold, although warranty periods may vary by product type and application. The reserve for future warranty claims, which is recorded within the "Other current liabilities" line in the Condensed Consolidated Balance Sheets, is based on historical claim rates and current warranty cost experience. The following is a rollforward of the changes in product warranty reserves for the three months ended November 30, 2019 and 2018 , respectively (in thousands): Three Months Ended November 30, 2019 2018 Beginning balance $ 1,145 $ 931 Provision for warranties 211 570 Warranty payments and costs incurred (206 ) (457 ) Impact of changes in foreign currency rates (25 ) (10 ) Ending balance $ 1,125 $ 1,034 |
Debt
Debt | 3 Months Ended |
Nov. 30, 2019 | |
Debt Disclosure [Abstract] | |
Debt | Note 8. Debt The following is a summary of the Company’s long-term indebtedness (in thousands): November 30, 2019 August 31, 2019 Senior Credit Facility Revolver $ — $ — Term Loan — 175,000 Total Senior Credit Facility — 175,000 5.625% Senior Notes 287,559 287,559 Total Senior Indebtedness 287,559 462,559 Less: Current maturities of long-term debt — (7,500 ) Debt issuance costs (1,323 ) (2,114 ) Total long-term debt, less current maturities $ 286,236 $ 452,945 Senior Credit Facility The Company's $600 million Senior Credit Facility is comprised of a $400 million revolving line of credit and provided for a $200 million term loan which was scheduled to mature in March 2024. It also provides the option for future expansion through a $300 million accordion on the revolving line of credit. Borrowings under the Senior Credit Facility bear interest based on LIBOR or a base rate, with interest rate spreads above LIBOR or the base rate being subject to adjustments based on the Company's net leverage ratio, ranging from 1.125% to 2.00% in the case of loans bearing interest at LIBOR and from 1.25% to 1.00% in the case of loans bearing interest at the base rate. In addition, a non-use fee is payable quarterly on the average unused amount of the revolving line of credit ranging from 0.15% to 0.3% per annum, based on the Company's net leverage ratio. The Senior Credit Facility contains two financial covenants which are a maximum leverage ratio of 3.75 :1 and a minimum interest coverage ratio of 3.5 :1. For each covenant, certain transactions lead to adjustments to the underlying ratio, including a reduction of the minimum interest coverage ratio from 3.5 to 3.0 for any fiscal quarter ending within twelve months after the sale of the EC&S segment and an increase to the leverage ratio from 3.75 to 4.25 during the four fiscal quarters after a significant acquisition. The Company was in compliance with all financial covenants at November 30, 2019 . Borrowings under the Senior Credit Facility are secured by substantially all personal property assets of the Company and its domestic subsidiary guarantors and certain equity interests owned by the foreign law pledgors. During the three months ended November 30, 2019 , the Company used the proceeds from the sale of the EC&S segment to pay off the outstanding principal balance on the term loan. In conjunction, we expensed the remaining $0.6 million of associated capitalized debt issuance costs. As of November 30, 2019 , the unused credit line and amount available for borrowing under the revolving line of credit was $394.0 million . Senior Notes On April 16, 2012 , the Company issued $300 million of 5.625% Senior Notes due 2022 (the “Senior Notes”), of which $287.6 million remain outstanding. The Senior Notes require no principal installments prior to their June 15, 2022 maturity, require semiannual interest payments in December and June of each year and contain certain financial and non-financial covenants. The Senior Notes include a call feature that allows the Company to repurchase them anytime on or after June 15, 2017 at stated redemption prices currently at 100.9% and reducing to 100.0% on June 15, 2020, plus accrued and unpaid interest. |
Fair Value Measurement
Fair Value Measurement | 3 Months Ended |
Nov. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | Note 9. Fair Value Measurement The Company assesses the inputs used to measure the fair value of financial assets and liabilities using a three-tier hierarchy. Level 1 inputs include unadjusted quoted prices for identical instruments and are the most observable. Level 2 inputs include quoted prices for similar assets and observable inputs such as interest rates, foreign currency exchange rates, commodity rates and yield curves. Level 3 inputs are not observable in the market and include management’s own judgments about the assumptions market participants would use in pricing an asset or liability. The fair value of the Company’s cash and cash equivalents, accounts receivable, and accounts payable approximated book value at both November 30, 2019 and August 31, 2019 due to their short-term nature. The fair value of variable rate long-term debt approximated book value at August 31, 2019 as the interest rate approximated market rates (the Company had no variable rate debt outstanding as of November 30, 2019). Foreign currency exchange contracts are recorded at fair value. The fair value of the Company's foreign currency exchange contracts was a net liability of $0.2 million at November 30, 2019 and a net asset of less than $0.1 million at August 31, 2019 . The fair value of the foreign currency exchange contracts was based on quoted inactive market prices and is therefore classified as Level 2 within the valuation hierarchy. The fair value of the Company’s outstanding Senior Notes was $290.8 million and $291.5 million at November 30, 2019 and August 31, 2019 , respectively. The fair value of the Senior Notes was based on quoted inactive market prices and are therefore classified as Level 2 within the valuation hierarchy. |
Derivatives
Derivatives | 3 Months Ended |
Nov. 30, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives | Note 10. Derivatives All derivatives are recognized in the balance sheet at their estimated fair value. The Company does not enter into derivatives for speculative purposes. Changes in the value of derivatives (not designated as hedges) are recorded in earnings along with the gain or loss on the hedged asset or liability, while changes in the value of derivatives designated as cash flow hedges are recorded in accumulated other comprehensive loss, until earnings are affected by the variability of cash flows. The Company is exposed to market risk for changes in foreign currency exchange rates due to the global nature of its operations. In order to manage this risk, the Company utilizes foreign currency exchange contracts to reduce the exchange rate risk associated with recognized non-functional currency balances. The effects of changes in exchange rates are reflected concurrently in earnings for both the fair value of the foreign currency exchange contracts and the related non-functional currency asset or liability. These derivative gains and losses offset foreign currency gains and losses from the related revaluation of non-functional currency assets and liabilities (amounts included in "Other expense" in the Condensed Consolidated Statements of Operations). The U.S. dollar equivalent notional value of these short duration foreign currency exchange contracts was $143.2 million and $13.3 million at November 30, 2019 and August 31, 2019 , respectively. The fair value of outstanding foreign currency exchange contracts was a net liability of $0.2 million in November 30, 2019 and a net asset of less than $0.1 million at August 31, 2019 . Net foreign currency losses (included in "Other expense" in the Condensed Consolidated Statements of Operations) related to these derivative instruments were as follows (in thousands): Three Months Ended November 30, 2019 2018 Foreign currency loss, net $ (270 ) $ (229 ) |
Capital Stock and Share Repurch
Capital Stock and Share Repurchase | 3 Months Ended |
Nov. 30, 2019 | |
Earnings Per Share [Abstract] | |
Capital Stock and Share Repurchase | Note 11. Earnings per Share and Shareholders' Equity The Company's Board of Directors authorized the repurchase of shares of the Company's common stock under publicly announced share repurchase programs. Since the inception of the initial share repurchase program in fiscal 2012, the Company has repurchased 22,295,357 shares of common stock for $658.0 million . As of November 30, 2019 , the maximum number of shares that may yet be purchased under the programs is 5,704,643 shares. During the three months ended November 30, 2019 the Company repurchased 839,789 shares for $17.8 million . The reconciliation between basic and diluted earnings per share is as follows (in thousands, except per share amounts): Three Months Ended November 30, 2019 2018 Numerator: Net earnings (loss) from continuing operations $ 6,372 $ (16,423 ) Net loss from discontinued operations (4,251 ) (1,029 ) Net earnings (loss) 2,121 (17,452 ) Denominator: Weighted average common shares outstanding - basic 60,081 61,031 Net effect of dilutive securities - stock based compensation plans 520 — Weighted average common shares outstanding - diluted $ 60,601 $ 61,031 Earnings (loss) per common share from continuing operations: Basic $ 0.11 $ (0.27 ) Diluted $ 0.11 $ (0.27 ) Loss per common share from discontinued operations: Basic $ (0.07 ) $ (0.02 ) Diluted $ (0.07 ) $ (0.02 ) Earnings (loss) per common share: Basic $ 0.04 $ (0.29 ) Diluted $ 0.03 $ (0.29 ) Anti-dilutive securities from stock based compensation plans (excluded from earnings per share calculation) 1,068 2,973 The following table illustrates the changes in the balances of each component of shareholders' equity for the three months ended November 30, 2019 (in thousands): Common Stock Additional Treasury Retained Accumulated Stock Deferred Total Issued Amount Balance at August 31, 2019 81,919 $ 16,384 $ 181,213 $ (640,212 ) $ 915,466 $ (171,672 ) $ (3,070 ) $ 3,070 $ 301,179 Net earnings — — — — 2,121 — — — 2,121 Other comprehensive income, net of tax — — — — — 60,927 — — 60,927 Stock contribution to employee benefit plans and other 6 1 130 — — — — — 131 Restricted stock awards 190 38 (38 ) — — — — — — Treasury stock repurchases — — — (17,805 ) — — — — (17,805 ) Stock based compensation expense — — 6,537 — — — — — 6,537 Stock option exercises 128 26 2,483 — — — — — 2,509 Tax effect related to net share settlement of equity awards — — (2,638 ) — — — — — (2,638 ) Stock issued to, acquired for and distributed from rabbi trust 5 1 85 — — — (87 ) 87 86 Adoption of accounting standards (Note 1) — — — — 3,873 (3,667 ) — — 206 Balance at November 30, 2019 82,248 $ 16,450 $ 187,772 $ (658,017 ) $ 921,460 $ (114,412 ) $ (3,157 ) $ 3,157 $ 353,253 The following table illustrates the changes in the balances of each component of shareholders' equity for the three months ended November 30, 2018 (in thousands): Common Stock Additional Treasury Retained Accumulated Stock Deferred Total Issued Amount Balance at August 31, 2018 81,424 $ 16,285 $ 167,448 $ (617,731 ) $ 1,166,955 $ (174,245 ) $ (2,450 ) $ 2,450 $ 558,712 Net loss — — — — (17,452 ) — — — (17,452 ) Other comprehensive income, net of tax — — — — — (7,944 ) — — (7,944 ) Stock contribution to employee benefit plans and other 5 1 117 — — — — — 118 Restricted stock awards 46 9 (9 ) — — — — — — Stock based compensation expense — — 3,594 — — — — — 3,594 Stock option exercises 20 4 430 — — — — — 434 Tax effect related to net share settlement of equity awards — — (201 ) — — — — — (201 ) Stock issued to, acquired for and distributed from rabbi trust 8 2 227 — — — (123 ) 123 229 Adoption of accounting standards* — — — — 75 — — — 75 Balance at November 30, 2018 81,503 $ 16,301 $ 171,606 $ (617,731 ) $ 1,149,578 $ (182,189 ) $ (2,573 ) $ 2,573 $ 537,565 * Impact of the adoption of ASC 606, Revenue from Contracts with Customers . |
Income Taxes
Income Taxes | 3 Months Ended |
Nov. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 12. Income Taxes The Company's global operations, acquisition activity and specific tax attributes provide opportunities for continuous global tax planning initiatives to maximize tax credits and deductions. Comparative earnings (loss) before income taxes, income tax expense and effective income tax rates from continuing operations are as follows (in thousands): Three Months Ended November 30, 2019 2018 Earnings (loss) from continuing operations before income tax expense $ 7,322 $ (16,357 ) Income tax expense 950 66 Effective income tax rate 13.0 % (0.4 )% The Company’s earnings (loss) before income taxes from continuing operations includes earnings from foreign jurisdictions in excess of 85% of the consolidated total for the estimated full-year fiscal 2020 and 2019 . Overall, the annual effective tax rate is not significantly impacted by differences in foreign tax rates now that the U.S. tax rate of 21% is in line with the Company's average foreign tax rate. Both the current and prior year effective income tax rates were impacted by impairment & divestiture (benefit) charges. Results included impairment & divestiture (benefit) charges of $(1.4) million and $23.5 million ( $(1.1) million and $23.5 million after tax) for the three months ended November 30, 2019 and 2018 , respectively, as well as accelerated debt issuance costs of $0.6 million ( $0.5 million after tax) for the three months ended November 30, 2019 . Excluding the impairment & divestiture (benefit) charges and accelerated debt issuance costs, the effective tax rate for the three months ended November 30, 2019 and 2018 was 12.7% and 0.9% , respectively. The income tax expense without impairment & divestiture (benefit) charges for the three months ended November 30, 2018 is impacted by tax planning initiatives that are not expected to repeat in future periods due to certain tax attributes that are no longer available and subsequent changes in relevant tax law. Additionally, if recent operational improvements continue in certain foreign jurisdictions, it is reasonably possible that all, or a portion, of the related valuation allowances will be released in the second half of fiscal 2020. |
Segment Information
Segment Information | 3 Months Ended |
Nov. 30, 2019 | |
Segment Reporting [Abstract] | |
Segment Information | Note 13. Segment Information The Company is a global manufacturer of a broad range of industrial products and solutions. The IT&S reportable segment is primarily engaged in the design, manufacture and distribution of branded hydraulic and mechanical tools and in providing services and tool rental to the industrial, maintenance, infrastructure, oil & gas, energy and other markets. The Other segment is included for purposes of reconciliation of the respective balances below to the condensed consolidated financial statements. The following tables summarize financial information by reportable segment and product line (in thousands): Three Months Ended November 30, 2019 2018 Net Sales by Reportable Segment & Product Line Industrial Tools & Services Segment Product $ 96,363 $ 102,768 Service & Rental 39,229 45,887 135,592 148,655 Other Operating Segment 11,082 9,896 $ 146,674 $ 158,551 Operating Profit (Loss) Industrial Tools & Services Segment $ 26,055 $ 26,374 Other Operating Segment (255 ) (23,961 ) General Corporate (11,431 ) (10,967 ) $ 14,369 $ (8,554 ) November 30, 2019 August 31, 2019 Assets* Industrial Tools & Services Segment $ 629,705 $ 553,615 Other Operating Segment 61,581 54,484 General Corporate 217,226 230,597 $ 908,512 $ 838,696 *Excludes "Assets from discontinued operations" as of August 31, 2019. In addition to the impact of changes in foreign currency exchange rates, the comparability of segment and product line information is impacted by acquisition/divestiture activities, impairment and divestiture charges, restructuring costs and related benefits. Corporate assets, which are not allocated, principally represent cash and cash equivalents, capitalized debt issuance costs and deferred income taxes. |
Contingencies and Litigation
Contingencies and Litigation | 3 Months Ended |
Nov. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies and Litigation | Note 14. Commitments and Contingencies The Company had outstanding letters of credit of $17.4 million and $18.2 million at November 30, 2019 and August 31, 2019 , respectively, the majority of which relate to commercial contracts and self-insured workers' compensation programs. As part of the Company's global sourcing strategy, we have entered into agreements with certain suppliers that require the supplier to maintain minimum levels of inventory to support certain products for which we require a short lead time to fulfill customer orders. We have the ability to notify the supplier that they no longer need to maintain the minimum level of inventory should we discontinue manufacturing of a product during the contract period, however, we must purchase the remaining minimum inventory levels the supplier was required to maintain within a defined period of time. The Company is a party to various legal proceedings that have arisen in the normal course of business. These legal proceedings typically include product liability, breaches of contract, employment, personal injury and other disputes. The Company has recorded reserves for loss contingencies based on the specific circumstances of each case. Such reserves are recorded when it is probable a loss has been incurred and can be reasonably estimated. In the opinion of management, resolution of these contingencies is not expected to have a material adverse effect on the Company’s financial position, results of operations or cash flows. The Company remains contingently liable for lease payments under leases of businesses that it previously divested or spun-off in the event that such businesses are unable to fulfill their future lease payment obligations. The discounted present value of future minimum lease payments for these leases at November 30, 2019 was $8.5 million using a weighted average discount rate of 2.13% . As previously disclosed, in October 2018, the Company filed a voluntary self-disclosure ("VSD") with the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) regarding transactions related to otherwise authorized sales of tools and other products totaling approximately $0.5 million by certain of its foreign subsidiaries to two Iranian distributors. It is possible that certain limited transactions relating to the authorized sales fell outside the scope of General License H under the Iranian Transaction and Sanctions Regulations, 31 C.F.R. Part 560. The VSD also included information about additional transactions by certain of the Company's Dutch subsidiaries with a counterparty in Estonia that may have been in violation of E.O. 13685, as certain sales of products and services may have been diverted to the Crimea region of Ukraine. OFAC is currently reviewing the Company’s disclosures to determine whether any violations of U.S. economic sanctions laws may have occurred and, if so, to determine the appropriate enforcement response. At this time, the Company cannot predict when OFAC will conclude its review of the VSD or the nature of its enforcement response. Additionally, the Company has self-disclosed the sales to its Estonian customer to relevant authorities in the Netherlands as potentially violating applicable sanctions laws in that country and the European Union. The investigation by authorities in the Netherlands is ongoing and also may result in penalties. At this time, the Company cannot predict when the investigation will be completed or reasonably estimate what penalties, if any, will be assessed. While there can be no assurance of the ultimate outcome of the above matters, the Company currently believes that there will be no material adverse effect on the Company's financial position, results of operations or cash flows. |
Leases Leases (Notes)
Leases Leases (Notes) | 3 Months Ended |
Nov. 30, 2019 | |
Leases [Abstract] | |
Lessee, Operating Leases [Text Block] | Note 15. Leases The Company adopted ASC 842 on September 1, 2019 using a modified retrospective approach and as a result did not adjust prior periods. See Note 1, “Basis of Presentation” for further discussion of the adoption. As of November 30, 2019 , the Company has operating leases for real estate, vehicles, manufacturing equipment, IT equipment, and office equipment. The Company did not have any financing leases during the three month period ended November 30, 2019 . Our real estate leases are generally for office, warehouse, and manufacturing facilities typically ranging in term from 5 to 15 years and may contain renewal options for periods up to 3 years at our discretion. Our equipment leases are generally for vehicles and manufacturing and IT equipment typically ranging in term from 3 to 7 years and may contain renewal options for periods up to one year at our discretion. Our leases generally contain payments that are primarily fixed; however, certain lease arrangements contain variable payments, which are expensed as incurred and not included in the measurement of ROU assets and lease liabilities. These amounts include payments affected by changes in the Consumer Price Index and executory costs (such as real estate taxes, utilities and common-area maintenance), which are based on usage or performance. In addition, our leases generally do not include material residual value guarantees or material restrictive covenants. We determine if an arrangement contains a lease in whole or in part at the inception of the contract and identify classification of the lease as financing or operating. ROU assets represent our right to use an underlying asset for the lease term while lease liabilities represent our obligation to make lease payments arising from the lease. We account for the underlying operating lease asset at the individual lease level. Operating leases are recorded as operating lease ROU assets in “Other long-term assets” and operating lease liabilities in “Other current liabilities” and “Other long-term liabilities” of the Condensed Consolidated Balance Sheets. All leases greater than 12 months result in recognition of a ROU asset and a liability at the lease commencement date and are recorded at the present value of the future minimum lease payments over the lease term. The lease term is equal to the initial term at commencement plus any renewal or extension options that the Company is reasonably certain will be exercised. ROU assets at the date of commencement are equal to the amount of the initial lease liability, the initial direct costs incurred by the Company and any prepaid lease payments less any incentives received. Lease expense for operating leases is recognized on a straight-line basis over the lease term or remaining useful life. As most of our leases do not provide the information required to determine the implicit rate, we utilize a consolidated group incremental borrowing rate for all leases as the Company has centralized treasury operations. The incremental borrowing rate is derived through a combination of inputs such as the Company's credit rating, impact of collaborated borrowing capabilities and lease term. The Company considers contract modifications when there is a change to the contractual terms, scope of the lease or the consideration given. In the event the right to use an additional asset is granted and the lease payments associated with the additional asset are commensurate with the ROU asset’s standalone price, the modification is accounted for as a separate contract and the original contract remains unchanged. In the event that a single lease is modified, the Company reassesses the classification of the modified lease as of the effective date of the modification based on the modified terms and accounts for initial direct costs, lease incentives and any other payments made to or by the Company in connection with the modification in the same manner that items would be accounted for in connection with a new lease. If there is an additional ROU asset included, the lease term is extended or reduced, or the consideration is the only change in the contract, the Company reallocates the remaining consideration in the contract and remeasures the lease liability using a discount rate determined at the effective date of the modification. The remeasured lease liability for the modified lease is an adjustment to the corresponding ROU asset and does not impact the Condensed Consolidated Statements of Operations. In the event of a full or partial termination, the carrying value of the ROU asset decreases on a basis proportionate to the full or partial termination and any difference between the reduction in the lease liability and the proportionate reduction of the ROU asset is recognized as a gain or loss at the effective date of the modification. The Company elected not to recognize short-term leases on its balance sheet and continues to expense such leases on a straight-line basis over the lease term. The components of lease expense for the three months ended November 30, 2019 were as follows (in thousands): Three Months Ended November 30, 2019 Lease Cost: Operating lease cost $ 4,254 Short-term lease cost 455 Variable lease cost 469 Supplemental cash flow and other information related to leases were as follows (in thousands): Three Months Ended November 30, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 4,262 Right-of-use assets obtained in exchange for new lease liabilities: Operating leases 2,064 Supplemental balance sheet information related to leases were as follows (in thousands): November 30, 2019 Operating leases: Other long-term assets $ 55,590 Other current liabilities 13,174 Other long-term liabilities 43,597 Total operating lease liabilities $ 56,771 Weighted Average Remaining Lease Term (in years): Operating leases 7.9 years Weighted Average Discount Rate: Operating leases 4.37 % A summary of the future minimum lease payments due under operating leases with terms of more than one year at November 30, 2019 is as follows (in thousands): Operating Leases 2020 (excluding the three months ended November 30, 2019) $ 11,132 2021 12,331 2022 9,080 2023 7,087 2024 5,637 Thereafter 22,455 Total minimum lease payments 67,722 Less imputed interest (10,951 ) Present value of net minimum lease payments $ 56,771 A summary of the future minimum lease payments due under operating leases with terms of more than one year at August 31, 2019 is as follows (in thousands): Operating Leases 2020 $ 15,792 2021 12,266 2022 10,111 2023 6,865 2024 5,177 Thereafter 21,620 Total minimum lease payments $ 71,831 |
Guarantor Subsidiaries
Guarantor Subsidiaries | 3 Months Ended |
Nov. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Guarantor Subsidiaries | Note 16. 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 remained outstanding as of November 30, 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 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. 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. (in thousands) Three Months Ended November 30, 2019 Parent Guarantors Non-Guarantors Eliminations Consolidated Net sales $ 38,622 $ 10,771 $ 97,281 $ — $ 146,674 Cost of products sold 12,354 5,848 59,784 — 77,986 Gross profit 26,268 4,923 37,497 — 68,688 Selling, administrative and engineering expenses 22,245 4,131 25,455 — 51,831 Amortization of intangible assets 318 285 1,269 — 1,872 Restructuring charges 459 819 694 — 1,972 Impairment & divestiture (benefit) charges (2,578 ) — 1,222 — (1,356 ) Operating profit (loss) 5,824 (312 ) 8,857 — 14,369 Financing costs (income), net 6,795 — (66 ) — 6,729 Intercompany (income) expense, net 1,748 9,163 2,247 (13,158 ) — Intercompany dividends (4,577 ) — — 4,577 — Other (income) expense, net (179 ) 214 283 — 318 Earnings before income tax expense 2,037 (9,689 ) 6,393 8,581 7,322 Income tax (benefit) expense (2,462 ) (1,217 ) 4,629 — 950 Earnings (loss) from continuing operations 4,499 (8,472 ) 1,764 8,581 6,372 Earnings (loss) from discontinued operations 18,087 (21,134 ) 7,377 (8,581 ) (4,251 ) Net earnings (loss) before equity in loss of subsidiaries 22,586 (29,606 ) 9,141 — 2,121 Equity in earnings (loss) of subsidiaries (20,465 ) 31,434 48,756 (59,725 ) — Net earnings (loss) 2,121 1,828 57,897 (59,725 ) 2,121 Comprehensive income $ 63,048 $ 470 $ 120,191 $ (120,661 ) $ 63,048 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (in thousands) Three Months Ended November 30, 2018 Parent Guarantors Non-Guarantors Eliminations Consolidated Net sales $ 40,289 $ 19,726 $ 98,536 $ — $ 158,551 Cost of products sold 10,046 12,317 65,876 — 88,239 Gross profit 30,243 7,409 32,660 — 70,312 Selling, administrative and engineering expenses 21,147 5,627 26,347 — 53,121 Amortization of intangible assets 318 723 1,256 — 2,297 Restructuring charges — (93 ) 64 — (29 ) Impairment & divestiture charges — — 23,477 — 23,477 Operating profit (loss) 8,778 1,152 (18,484 ) — (8,554 ) Financing costs (income), net 7,551 — (253 ) — 7,298 Intercompany (income) expense, net (4,053 ) 5,033 (3,202 ) 2,222 — Intercompany dividends — — — — — Other (income) expense, net (216 ) 12 709 — 505 Earnings before income tax (benefit) expense 5,496 (3,893 ) (15,738 ) (2,222 ) (16,357 ) Income tax (benefit) expense (1,114 ) (250 ) 1,430 — 66 Earnings (loss) from continuing operations 6,610 (3,643 ) (17,168 ) (2,222 ) (16,423 ) (Loss) earnings from discontinued operations 265 2,740 (6,256 ) 2,222 (1,029 ) Net earnings (loss) before equity in (loss) earnings of subsidiaries 6,875 (903 ) (23,424 ) — (17,452 ) Equity in (loss) earnings of subsidiaries (24,327 ) (4,507 ) 1,769 27,065 — Net (loss) earning (17,452 ) (5,410 ) (21,655 ) 27,065 (17,452 ) Comprehensive income (loss) $ (25,396 ) $ (5,410 ) $ (29,330 ) $ 34,740 $ (25,396 ) CONDENSED CONSOLIDATING BALANCE SHEETS (in thousands) November 30, 2019 Parent Guarantors Non-Guarantors Eliminations Consolidated ASSETS Current assets Cash and cash equivalents $ 11,951 $ — $ 194,829 $ — $ 206,780 Accounts receivable, net 20,986 8,749 92,292 — 122,027 Inventories, net 29,975 7,532 42,001 — 79,508 Assets held for sale — — 1,697 — 1,697 Other current assets 21,964 1,773 18,983 — 42,720 Total current assets 84,876 18,054 349,802 — 452,732 Property, plant & equipment, net 8,112 5,159 42,823 — 56,094 Goodwill 43,502 57,342 163,125 — 263,969 Other intangibles, net 5,293 8,166 37,776 — 51,235 Investment in subsidiaries 1,320,696 1,162,632 486,807 (2,970,135 ) — Intercompany receivable — — 1,064,972 (1,064,972 ) — Other long-term assets 36,515 5,833 42,134 — 84,482 Total assets $ 1,498,994 $ 1,257,186 $ 2,187,439 $ (4,035,107 ) $ 908,512 LIABILITIES & SHAREHOLDERS' EQUITY Current liabilities Trade accounts payable 16,763 2,320 49,707 — 68,790 Accrued compensation and benefits 11,761 648 12,872 — 25,281 Current maturities of debt — — — — — Income taxes payable — — 6,853 — 6,853 Liabilities held for sale — — 1,697 — 1,697 Other current liabilities 26,196 3,525 24,928 — 54,649 Total current liabilities 54,720 6,493 96,057 — 157,270 Long-term debt 286,236 — — — 286,236 Deferred income taxes — — 1,567 — 1,567 Pension and post-retirement benefit liabilities 11,558 — 8,248 — 19,806 Other long-term liabilities 64,239 4,250 21,891 — 90,380 Intercompany payable 728,988 335,984 — (1,064,972 ) — Shareholders’ equity 353,253 910,459 2,059,676 (2,970,135 ) 353,253 Total liabilities and shareholders’ equity $ 1,498,994 $ 1,257,186 $ 2,187,439 $ (4,035,107 ) $ 908,512 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 intangible assets, net 5,611 8,451 38,313 — 52,375 Investment in subsidiaries 1,323,587 912,297 417,022 (2,652,906 ) — Intercompany receivables — — 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 STATEMENTS OF CASH FLOWS (in thousands) Three Months Ended November 30, 2019 Parent Guarantors Non-Guarantors Eliminations Consolidated Operating Activities Cash (used in) provided by operating activities - continuing operations $ (97,861 ) $ 1,202 $ 96,525 $ (3,961 ) $ (4,095 ) Cash provided by (used in) operating activities - discontinued operations 17,187 3,966 (39,369 ) (616 ) (18,832 ) Cash (used in) provided by operating activities (80,674 ) 5,168 57,156 (4,577 ) (22,927 ) Investing Activities Capital expenditures (1,240 ) (416 ) (1,531 ) — (3,187 ) Proceeds from sale of property, plant and equipment — 131 31 — 162 Proceeds from sale of business, net of transaction costs 6,000 — 2,726 — 8,726 Intercompany investment 21,877 — (16,406 ) (5,471 ) — Cash provided by (used in) investing activities - continuing operations 26,637 (285 ) (15,180 ) (5,471 ) 5,701 Cash provided by (used in) investing activities - discontinued operations 208,901 (474 ) (786 ) — 207,641 Cash provided by (used in) investing activities 235,538 (759 ) (15,966 ) (5,471 ) 213,342 Financing Activities Principal repayments on term loan (175,000 ) — — — (175,000 ) Borrowings on revolving credit facility 100,000 — — — 100,000 Principal repayments on revolving credit facility (100,000 ) — — — (100,000 ) Purchase of treasury shares (17,805 ) — — — (17,805 ) Taxes paid related to the net share settlement of equity awards (2,638 ) — — — (2,638 ) Stock option exercises, related tax benefits and other 2,640 — — — 2,640 Cash dividends (2,419 ) — — — (2,419 ) Intercompany loan activity 4,728 — 83,851 (88,579 ) — Cash (used in) provided by financing activities - continuing operations (190,494 ) — 83,851 (88,579 ) (195,222 ) Cash (used in) provided by financing activities - discontinued operations — (4,409 ) (94,218 ) 98,627 — Cash (used in) provided by financing activities (190,494 ) (4,409 ) (10,367 ) 10,048 (195,222 ) Effect of exchange rate changes on cash — — 436 — 436 Net (decrease) increase in cash and cash equivalents (35,630 ) — 31,259 — (4,371 ) Cash and cash equivalents—beginning of period 47,581 — 163,570 — 211,151 Cash and cash equivalents—end of period $ 11,951 $ — $ 194,829 $ — $ 206,780 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (in thousands) Three Months Ended November 30, 2018 Parent Guarantors Non-Guarantors Eliminations Consolidated Operating Activities Cash (used in) provided by operating activities - continuing operations $ (20,566 ) $ 7,714 $ 313 $ 1,865 $ (10,674 ) Cash provided by (used in) operating activities - discontinued operations 4,291 (5,935 ) (14,927 ) (1,865 ) (18,436 ) Cash (used in) provided by operating activities (16,275 ) 1,779 (14,614 ) — (29,110 ) Investing Activities — Capital expenditures (423 ) (680 ) (3,466 ) — (4,569 ) Proceeds from sale of property, plant and equipment 8 — 3 — 11 Cash used in investing activities - continuing operations (415 ) (680 ) (3,463 ) — (4,558 ) Cash used in investing activities - discontinued operations — (1,099 ) (1,998 ) — (3,097 ) Cash used in investing activities (415 ) (1,779 ) (5,461 ) — (7,655 ) Financing Activities Principal repayments on term loan (7,500 ) — — — (7,500 ) Taxes paid related to the net share settlement of equity awards (201 ) — — — (201 ) Stock option exercises, related tax benefits and other 552 — — — 552 Cash dividends (2,439 ) — — — (2,439 ) Cash used in financing activities - continuing operations (9,588 ) — — — (9,588 ) Cash used in financing activities - discontinued operations — — — — — 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 |
Basis of Presentation Basis of
Basis of Presentation Basis of Presentation (Policies) | 3 Months Ended |
Nov. 30, 2019 | |
Accounting Policies [Abstract] | |
New Accounting Pronouncements, Policy [Policy Text Block] | New Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (and subsequently ASU 2018-01 and ASU 2019-01), to increase transparency and comparability among organizations by recognizing all lease transactions on the balance sheet as a lease liability and a right-of-use (“ROU”) asset. The amendments also expanded disclosure requirements for key information about leasing arrangements. On September 1, 2019, the Company adopted the standard using a modified retrospective approach and through implementing selected third-party lease software utilized as a central repository for all leases. The Company elected the package of practical expedients allowing us to not reassess whether any expired or existing contracts contain leases, the lease classification for any expired or existing leases, and initial direct costs for leases that commenced prior to September 1, 2019. In addition, we elected not to recognize ROU assets or lease liabilities for leases containing terms of 12 months or less and not separate lease components from non-lease components for all asset classes. The Company updated its standard lease accounting policy to address the new standard, revised the Company’s business processes and controls to align to the updated policy and new standard and completed the implementation of and data input into the Company’s lease accounting software solution. The most significant impact of the standard on the Company was the recognition of a $60.8 million ROU asset and operating lease liability on the Condensed Consolidated Balance Sheets at adoption. The standard did not have a significant impact on our Condensed Consolidated Statements of Operations or Condensed Consolidated Statements of Cash Flows. In addition, as a result of sale leaseback transactions in previous years for which gains were deferred and under the new standard would have been recognized, the Company recorded an increase to retained earnings of $0.2 million in the first quarter of fiscal 2020 , which represents the recognition of these previously deferred gains. See Note 15, “Leases” for further discussion of the Company’s operating leases. In February 2018, the FASB issued ASU 2018-02, Income Statement-Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income, which allows companies to reclassify stranded income tax effects resulting from the Tax Cuts and Jobs Act from accumulated other comprehensive income to retained earnings in their consolidated financial statements. The Company adopted the guidance in the three months ended November 30, 2019 which resulted in an increase to retained earnings with an offsetting increase in accumulated other comprehensive loss of $3.7 million . |
Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block] | Accumulated Other Comprehensive Loss The following is a summary of the Company's accumulated other comprehensive loss (in thousands): November 30, 2019 August 31, 2019 Foreign currency translation adjustments $ 90,629 $ 151,115 Pension and other postretirement benefit plans, net of tax 23,783 20,557 Accumulated other comprehensive loss $ 114,412 $ 171,672 |
Property, Plant and Equipment [Table Text Block] | Property Plant and Equipment The following is a summary of the Company's components of property, plant and equipment (in thousands): November 30, 2019 August 31, 2019 Land, buildings and improvements $ 29,586 $ 29,661 Machinery and equipment 136,713 140,083 Gross property, plant and equipment 166,299 169,744 Less: Accumulated depreciation (110,205 ) (113,015 ) Property, plant and equipment, net $ 56,094 $ 56,729 |
Basis of Presentation Schedule
Basis of Presentation Schedule of Accumulated Other Comprehensive Income (Loss) (Tables) | 3 Months Ended |
Nov. 30, 2019 | |
Schedule of Accumulated Other Comprehensive Income (Loss) [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block] | Accumulated Other Comprehensive Loss The following is a summary of the Company's accumulated other comprehensive loss (in thousands): November 30, 2019 August 31, 2019 Foreign currency translation adjustments $ 90,629 $ 151,115 Pension and other postretirement benefit plans, net of tax 23,783 20,557 Accumulated other comprehensive loss $ 114,412 $ 171,672 |
Revenue Recognition Disaggregat
Revenue Recognition Disaggregation of Revenues (Tables) | 3 Months Ended |
Nov. 30, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue [Table Text Block] | The following table presents information regarding revenues disaggregated by the timing of when goods and services are transferred (in thousands): Three Months Ended November 30, 2019 2018 Revenues recognized at point in time $ 104,812 $ 108,255 Revenues recognized over time 41,862 50,296 Total $ 146,674 $ 158,551 |
Revenue Recognition Contract wi
Revenue Recognition Contract with Customer, Assets and Liabilities (Tables) | 3 Months Ended |
Nov. 30, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Contract with Customer, Asset and Liability [Table Text Block] | The Company's contract assets and liabilities are as follows (in thousands): November 30, 2019 August 31, 2019 Receivables, which are included in accounts receivable, net $ 122,027 $ 125,883 Contract assets, which are included in other current assets 4,948 3,747 Contract liabilities, which are included in other current liabilities 1,775 3,707 |
Restructuring Charges (Tables)
Restructuring Charges (Tables) | 3 Months Ended |
Nov. 30, 2019 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Costs [Table Text Block] | The following rollforwards summarize restructuring reserve activity for the IT&S reportable segment and corporate (in thousands): Three Months Ended November 30, 2018 Industrial Tools & Services Corporate Total Balance as of August 31, 2018 $ 1,687 $ 46 $ 1,733 Restructuring charges (29 ) (1) — (29 ) Cash payments (922 ) (46 ) (968 ) Other non-cash uses of reserve (13 ) — (13 ) Impact of changes in foreign currency rates (21 ) — (21 ) Balance as of November 30, 2018 $ 702 $ — $ 702 Three Months Ended November 30, 2019 Industrial Tools & Services Corporate Total Balance as of August 31, 2019 $ 2,912 $ — $ 2,912 Restructuring charges 1,230 235 1,465 Cash payments (1,851 ) (1 ) (1,852 ) Other non-cash uses of reserve (39 ) (226 ) (265 ) Impact of changes in foreign currency rates 2 — 2 Balance as of November 30, 2019 $ 2,254 $ 8 $ 2,262 (1) Benefit relates to reversal of restructuring accrual due to the underspend of estimated restructuring costs. The three months ended November 30, 2019 included $0.5 million of restructuring expenses related to Cortland U.S. (Other Segment). Restructuring reserves for Cortland U.S. were $1.3 million and $0.9 million as of November 30, 2019 and August 31, 2019 , respectively. |
Discontinued Operations Stateme
Discontinued Operations Statement of Operations (Tables) | 3 Months Ended |
Nov. 30, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations [Table Text Block] | The following represents the detail of "Loss from discontinued operations, net of income taxes" within the Condensed Consolidated Statements of Operations (in thousands): Three Months Ended November 30, 2019* 2018 Net sales $ 67,010 $ 133,980 Cost of products sold 49,749 99,284 Gross profit 17,261 34,696 Selling, administrative and engineering expenses 10,832 20,071 Amortization of intangible assets — 1,981 Restructuring (benefit) charges (11 ) 432 Impairment & divestiture charges 28,416 12,976 Operating loss (21,976 ) (764 ) Financing costs (benefits), net 14 (3 ) Other (income) expense, net (104 ) 406 Loss before income tax benefit (21,886 ) (1,167 ) Income tax benefit (17,635 ) (138 ) Net loss from discontinued operations $ (4,251 ) $ (1,029 ) * "Loss from discontinued operations, net of income taxes" for the three months ended November 30, 2019, includes the results of the EC&S segment for the two month period ended October 31, 2019. As a result of the classification of the segment as assets and liabilities held for sale, the Company did not record amortization or depreciation expense in the results of operations in accordance with U.S. GAAP for the three months ended November 30, 2019. Furthermore, the Company excluded EC&S segment employees from the fiscal 2020 bonus compensation plan, hence there are no expenses associated with the plan for the three months ended November 30, 2019. |
Discontinued Operations Assets
Discontinued Operations Assets and Liabilities Held for Sale (Tables) | 3 Months Ended |
Nov. 30, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Assets and Liabilities Held for Sale [Table Text Block] | The following is a summary of the assets and liabilities of discontinued operations (in thousands): August 31, 2019 Accounts receivable, net $ 52,802 Inventories, net 76,825 Other current assets 8,058 Property, plant & equipment, net 32,172 Goodwill 16,862 Other intangible assets, net 93,314 Other long-term assets 5,545 Assets of discontinued operations $ 285,578 Trade accounts payable $ 43,628 Accrued compensation and benefits 12,101 Reserve for cumulative translation adjustment 54,469 Other current liabilities 12,101 Deferred income taxes 20,029 Pension and postretirement benefit liabilities 1,344 Other long-term liabilities 91 Liabilities of discontinued operations $ 143,763 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 3 Months Ended |
Nov. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The changes in the carrying amount of goodwill for the three months ended November 30, 2019 are as follows (in thousands): Industrial Tools & Services Other Total Balance as of August 31, 2019 $ 242,873 $ 17,542 $ 260,415 Impact of changes in foreign currency rates 3,552 2 3,554 Balance as of November 30, 2019 $ 246,425 $ 17,544 $ 263,969 |
Schedule Of Finite Lived And Indefinite Lived Intangible Assets Table | The gross carrying value and accumulated amortization of the Company’s intangible assets are as follows (in thousands): November 30, 2019 August 31, 2019 Weighted Average Amortization Period (Years) Gross Carrying Value Accumulated Amortization Net Book Value Gross Carrying Value Accumulated Amortization Net Book Value Amortizable intangible assets: Customer relationships 14 $ 127,242 $ 99,191 $ 28,051 $ 126,229 $ 96,817 $ 29,412 Patents 12 13,439 12,605 834 13,227 12,276 951 Trademarks and tradenames* 12 3,219 1,940 1,279 4,513 2,921 1,592 Indefinite lived intangible assets: Tradenames N/A 21,071 — 21,071 20,420 — 20,420 $ 164,971 $ 113,736 $ 51,235 $ 164,389 $ 112,014 $ 52,375 *The decrease in the Gross Carrying Value and Accumulated Amortization of Trademarks and tradenames is a result of the impairment of the Milwaukee Cylinder trademark as discussed in Note 5, "Other Divestiture Activities." |
Product Warranty Costs (Tables)
Product Warranty Costs (Tables) | 3 Months Ended |
Nov. 30, 2019 | |
Guarantees [Abstract] | |
Schedule of Product Warranty Liability | The following is a rollforward of the changes in product warranty reserves for the three months ended November 30, 2019 and 2018 , respectively (in thousands): Three Months Ended November 30, 2019 2018 Beginning balance $ 1,145 $ 931 Provision for warranties 211 570 Warranty payments and costs incurred (206 ) (457 ) Impact of changes in foreign currency rates (25 ) (10 ) Ending balance $ 1,125 $ 1,034 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Nov. 30, 2019 | |
Debt Disclosure [Abstract] | |
Long-Term Indebtedness | The following is a summary of the Company’s long-term indebtedness (in thousands): November 30, 2019 August 31, 2019 Senior Credit Facility Revolver $ — $ — Term Loan — 175,000 Total Senior Credit Facility — 175,000 5.625% Senior Notes 287,559 287,559 Total Senior Indebtedness 287,559 462,559 Less: Current maturities of long-term debt — (7,500 ) Debt issuance costs (1,323 ) (2,114 ) Total long-term debt, less current maturities $ 286,236 $ 452,945 |
Derivatives Derivatives (Tables
Derivatives Derivatives (Tables) | 3 Months Ended |
Nov. 30, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments, Gain (Loss) [Table Text Block] | Net foreign currency losses (included in "Other expense" in the Condensed Consolidated Statements of Operations) related to these derivative instruments were as follows (in thousands): Three Months Ended November 30, 2019 2018 Foreign currency loss, net $ (270 ) $ (229 ) |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Nov. 30, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The reconciliation between basic and diluted earnings per share is as follows (in thousands, except per share amounts): Three Months Ended November 30, 2019 2018 Numerator: Net earnings (loss) from continuing operations $ 6,372 $ (16,423 ) Net loss from discontinued operations (4,251 ) (1,029 ) Net earnings (loss) 2,121 (17,452 ) Denominator: Weighted average common shares outstanding - basic 60,081 61,031 Net effect of dilutive securities - stock based compensation plans 520 — Weighted average common shares outstanding - diluted $ 60,601 $ 61,031 Earnings (loss) per common share from continuing operations: Basic $ 0.11 $ (0.27 ) Diluted $ 0.11 $ (0.27 ) Loss per common share from discontinued operations: Basic $ (0.07 ) $ (0.02 ) Diluted $ (0.07 ) $ (0.02 ) Earnings (loss) per common share: Basic $ 0.04 $ (0.29 ) Diluted $ 0.03 $ (0.29 ) Anti-dilutive securities from stock based compensation plans (excluded from earnings per share calculation) 1,068 2,973 |
Earnings per Share and Sharehol
Earnings per Share and Shareholders' Equity Shareholders Equity (Tables) | 3 Months Ended |
Nov. 30, 2019 | |
Statement of Stockholders' Equity [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | The following table illustrates the changes in the balances of each component of shareholders' equity for the three months ended November 30, 2019 (in thousands): Common Stock Additional Treasury Retained Accumulated Stock Deferred Total Issued Amount Balance at August 31, 2019 81,919 $ 16,384 $ 181,213 $ (640,212 ) $ 915,466 $ (171,672 ) $ (3,070 ) $ 3,070 $ 301,179 Net earnings — — — — 2,121 — — — 2,121 Other comprehensive income, net of tax — — — — — 60,927 — — 60,927 Stock contribution to employee benefit plans and other 6 1 130 — — — — — 131 Restricted stock awards 190 38 (38 ) — — — — — — Treasury stock repurchases — — — (17,805 ) — — — — (17,805 ) Stock based compensation expense — — 6,537 — — — — — 6,537 Stock option exercises 128 26 2,483 — — — — — 2,509 Tax effect related to net share settlement of equity awards — — (2,638 ) — — — — — (2,638 ) Stock issued to, acquired for and distributed from rabbi trust 5 1 85 — — — (87 ) 87 86 Adoption of accounting standards (Note 1) — — — — 3,873 (3,667 ) — — 206 Balance at November 30, 2019 82,248 $ 16,450 $ 187,772 $ (658,017 ) $ 921,460 $ (114,412 ) $ (3,157 ) $ 3,157 $ 353,253 The following table illustrates the changes in the balances of each component of shareholders' equity for the three months ended November 30, 2018 (in thousands): Common Stock Additional Treasury Retained Accumulated Stock Deferred Total Issued Amount Balance at August 31, 2018 81,424 $ 16,285 $ 167,448 $ (617,731 ) $ 1,166,955 $ (174,245 ) $ (2,450 ) $ 2,450 $ 558,712 Net loss — — — — (17,452 ) — — — (17,452 ) Other comprehensive income, net of tax — — — — — (7,944 ) — — (7,944 ) Stock contribution to employee benefit plans and other 5 1 117 — — — — — 118 Restricted stock awards 46 9 (9 ) — — — — — — Stock based compensation expense — — 3,594 — — — — — 3,594 Stock option exercises 20 4 430 — — — — — 434 Tax effect related to net share settlement of equity awards — — (201 ) — — — — — (201 ) Stock issued to, acquired for and distributed from rabbi trust 8 2 227 — — — (123 ) 123 229 Adoption of accounting standards* — — — — 75 — — — 75 Balance at November 30, 2018 81,503 $ 16,301 $ 171,606 $ (617,731 ) $ 1,149,578 $ (182,189 ) $ (2,573 ) $ 2,573 $ 537,565 * Impact of the adoption of ASC 606, Revenue from Contracts with Customers . |
Income Taxes Income Taxes (Tabl
Income Taxes Income Taxes (Tables) | 3 Months Ended |
Nov. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Tax Effective Tax Rate [Table Text Block] | Three Months Ended November 30, 2019 2018 Earnings (loss) from continuing operations before income tax expense $ 7,322 $ (16,357 ) Income tax expense 950 66 Effective income tax rate 13.0 % (0.4 )% |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Nov. 30, 2019 | |
Segment Reporting [Abstract] | |
Summary of Financial Information by Reportable Segment and Product Line | The following tables summarize financial information by reportable segment and product line (in thousands): Three Months Ended November 30, 2019 2018 Net Sales by Reportable Segment & Product Line Industrial Tools & Services Segment Product $ 96,363 $ 102,768 Service & Rental 39,229 45,887 135,592 148,655 Other Operating Segment 11,082 9,896 $ 146,674 $ 158,551 Operating Profit (Loss) Industrial Tools & Services Segment $ 26,055 $ 26,374 Other Operating Segment (255 ) (23,961 ) General Corporate (11,431 ) (10,967 ) $ 14,369 $ (8,554 ) November 30, 2019 August 31, 2019 Assets* Industrial Tools & Services Segment $ 629,705 $ 553,615 Other Operating Segment 61,581 54,484 General Corporate 217,226 230,597 $ 908,512 $ 838,696 |
Leases Components of Lease Expe
Leases Components of Lease Expense (Tables) | 3 Months Ended |
Nov. 30, 2019 | |
Components of Lease Expense [Abstract] | |
Lease, Cost [Table Text Block] | The components of lease expense for the three months ended November 30, 2019 were as follows (in thousands): Three Months Ended November 30, 2019 Lease Cost: Operating lease cost $ 4,254 Short-term lease cost 455 Variable lease cost 469 |
Leases Supplemental Cash Flow I
Leases Supplemental Cash Flow Information Related to Leases (Tables) | 3 Months Ended |
Nov. 30, 2019 | |
Supplemental Cash Flow Information Related to Leases [Abstract] | |
Supplemental Cash Flow Information Related to Leases [Table Text Block] | Supplemental cash flow and other information related to leases were as follows (in thousands): Three Months Ended November 30, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 4,262 Right-of-use assets obtained in exchange for new lease liabilities: Operating leases 2,064 |
Leases Supplemental Balance She
Leases Supplemental Balance Sheet Information Related to Leases (Tables) | 3 Months Ended |
Nov. 30, 2019 | |
Supplemental Balance Sheet Information Related to Leases [Abstract] | |
Supplemental Balance Sheet Information Related to Leases [Table Text Block] | Supplemental balance sheet information related to leases were as follows (in thousands): November 30, 2019 Operating leases: Other long-term assets $ 55,590 Other current liabilities 13,174 Other long-term liabilities 43,597 Total operating lease liabilities $ 56,771 Weighted Average Remaining Lease Term (in years): Operating leases 7.9 years Weighted Average Discount Rate: Operating leases 4.37 % |
Leases Schedule of Lease Liabil
Leases Schedule of Lease Liability Payments (Tables) | 3 Months Ended |
Nov. 30, 2019 | |
Leases [Abstract] | |
Schedule of Lease Liability Payments | A summary of the future minimum lease payments due under operating leases with terms of more than one year at November 30, 2019 is as follows (in thousands): Operating Leases 2020 (excluding the three months ended November 30, 2019) $ 11,132 2021 12,331 2022 9,080 2023 7,087 2024 5,637 Thereafter 22,455 Total minimum lease payments 67,722 Less imputed interest (10,951 ) Present value of net minimum lease payments $ 56,771 A summary of the future minimum lease payments due under operating leases with terms of more than one year at August 31, 2019 is as follows (in thousands): Operating Leases 2020 $ 15,792 2021 12,266 2022 10,111 2023 6,865 2024 5,177 Thereafter 21,620 Total minimum lease payments $ 71,831 |
Guarantor Subsidiaries (Tables)
Guarantor Subsidiaries (Tables) | 3 Months Ended |
Nov. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule Of Condensed Consolidating Statement Of Earnings And Comprehensive Income [Table Text Block] | CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (in thousands) Three Months Ended November 30, 2019 Parent Guarantors Non-Guarantors Eliminations Consolidated Net sales $ 38,622 $ 10,771 $ 97,281 $ — $ 146,674 Cost of products sold 12,354 5,848 59,784 — 77,986 Gross profit 26,268 4,923 37,497 — 68,688 Selling, administrative and engineering expenses 22,245 4,131 25,455 — 51,831 Amortization of intangible assets 318 285 1,269 — 1,872 Restructuring charges 459 819 694 — 1,972 Impairment & divestiture (benefit) charges (2,578 ) — 1,222 — (1,356 ) Operating profit (loss) 5,824 (312 ) 8,857 — 14,369 Financing costs (income), net 6,795 — (66 ) — 6,729 Intercompany (income) expense, net 1,748 9,163 2,247 (13,158 ) — Intercompany dividends (4,577 ) — — 4,577 — Other (income) expense, net (179 ) 214 283 — 318 Earnings before income tax expense 2,037 (9,689 ) 6,393 8,581 7,322 Income tax (benefit) expense (2,462 ) (1,217 ) 4,629 — 950 Earnings (loss) from continuing operations 4,499 (8,472 ) 1,764 8,581 6,372 Earnings (loss) from discontinued operations 18,087 (21,134 ) 7,377 (8,581 ) (4,251 ) Net earnings (loss) before equity in loss of subsidiaries 22,586 (29,606 ) 9,141 — 2,121 Equity in earnings (loss) of subsidiaries (20,465 ) 31,434 48,756 (59,725 ) — Net earnings (loss) 2,121 1,828 57,897 (59,725 ) 2,121 Comprehensive income $ 63,048 $ 470 $ 120,191 $ (120,661 ) $ 63,048 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (in thousands) Three Months Ended November 30, 2018 Parent Guarantors Non-Guarantors Eliminations Consolidated Net sales $ 40,289 $ 19,726 $ 98,536 $ — $ 158,551 Cost of products sold 10,046 12,317 65,876 — 88,239 Gross profit 30,243 7,409 32,660 — 70,312 Selling, administrative and engineering expenses 21,147 5,627 26,347 — 53,121 Amortization of intangible assets 318 723 1,256 — 2,297 Restructuring charges — (93 ) 64 — (29 ) Impairment & divestiture charges — — 23,477 — 23,477 Operating profit (loss) 8,778 1,152 (18,484 ) — (8,554 ) Financing costs (income), net 7,551 — (253 ) — 7,298 Intercompany (income) expense, net (4,053 ) 5,033 (3,202 ) 2,222 — Intercompany dividends — — — — — Other (income) expense, net (216 ) 12 709 — 505 Earnings before income tax (benefit) expense 5,496 (3,893 ) (15,738 ) (2,222 ) (16,357 ) Income tax (benefit) expense (1,114 ) (250 ) 1,430 — 66 Earnings (loss) from continuing operations 6,610 (3,643 ) (17,168 ) (2,222 ) (16,423 ) (Loss) earnings from discontinued operations 265 2,740 (6,256 ) 2,222 (1,029 ) Net earnings (loss) before equity in (loss) earnings of subsidiaries 6,875 (903 ) (23,424 ) — (17,452 ) Equity in (loss) earnings of subsidiaries (24,327 ) (4,507 ) 1,769 27,065 — Net (loss) earning (17,452 ) (5,410 ) (21,655 ) 27,065 (17,452 ) Comprehensive income (loss) $ (25,396 ) $ (5,410 ) $ (29,330 ) $ 34,740 $ (25,396 ) |
Condensed Consolidating Balance Sheets | CONDENSED CONSOLIDATING BALANCE SHEETS (in thousands) November 30, 2019 Parent Guarantors Non-Guarantors Eliminations Consolidated ASSETS Current assets Cash and cash equivalents $ 11,951 $ — $ 194,829 $ — $ 206,780 Accounts receivable, net 20,986 8,749 92,292 — 122,027 Inventories, net 29,975 7,532 42,001 — 79,508 Assets held for sale — — 1,697 — 1,697 Other current assets 21,964 1,773 18,983 — 42,720 Total current assets 84,876 18,054 349,802 — 452,732 Property, plant & equipment, net 8,112 5,159 42,823 — 56,094 Goodwill 43,502 57,342 163,125 — 263,969 Other intangibles, net 5,293 8,166 37,776 — 51,235 Investment in subsidiaries 1,320,696 1,162,632 486,807 (2,970,135 ) — Intercompany receivable — — 1,064,972 (1,064,972 ) — Other long-term assets 36,515 5,833 42,134 — 84,482 Total assets $ 1,498,994 $ 1,257,186 $ 2,187,439 $ (4,035,107 ) $ 908,512 LIABILITIES & SHAREHOLDERS' EQUITY Current liabilities Trade accounts payable 16,763 2,320 49,707 — 68,790 Accrued compensation and benefits 11,761 648 12,872 — 25,281 Current maturities of debt — — — — — Income taxes payable — — 6,853 — 6,853 Liabilities held for sale — — 1,697 — 1,697 Other current liabilities 26,196 3,525 24,928 — 54,649 Total current liabilities 54,720 6,493 96,057 — 157,270 Long-term debt 286,236 — — — 286,236 Deferred income taxes — — 1,567 — 1,567 Pension and post-retirement benefit liabilities 11,558 — 8,248 — 19,806 Other long-term liabilities 64,239 4,250 21,891 — 90,380 Intercompany payable 728,988 335,984 — (1,064,972 ) — Shareholders’ equity 353,253 910,459 2,059,676 (2,970,135 ) 353,253 Total liabilities and shareholders’ equity $ 1,498,994 $ 1,257,186 $ 2,187,439 $ (4,035,107 ) $ 908,512 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 intangible assets, net 5,611 8,451 38,313 — 52,375 Investment in subsidiaries 1,323,587 912,297 417,022 (2,652,906 ) — Intercompany receivables — — 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 Statements of Cash Flows | CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (in thousands) Three Months Ended November 30, 2019 Parent Guarantors Non-Guarantors Eliminations Consolidated Operating Activities Cash (used in) provided by operating activities - continuing operations $ (97,861 ) $ 1,202 $ 96,525 $ (3,961 ) $ (4,095 ) Cash provided by (used in) operating activities - discontinued operations 17,187 3,966 (39,369 ) (616 ) (18,832 ) Cash (used in) provided by operating activities (80,674 ) 5,168 57,156 (4,577 ) (22,927 ) Investing Activities Capital expenditures (1,240 ) (416 ) (1,531 ) — (3,187 ) Proceeds from sale of property, plant and equipment — 131 31 — 162 Proceeds from sale of business, net of transaction costs 6,000 — 2,726 — 8,726 Intercompany investment 21,877 — (16,406 ) (5,471 ) — Cash provided by (used in) investing activities - continuing operations 26,637 (285 ) (15,180 ) (5,471 ) 5,701 Cash provided by (used in) investing activities - discontinued operations 208,901 (474 ) (786 ) — 207,641 Cash provided by (used in) investing activities 235,538 (759 ) (15,966 ) (5,471 ) 213,342 Financing Activities Principal repayments on term loan (175,000 ) — — — (175,000 ) Borrowings on revolving credit facility 100,000 — — — 100,000 Principal repayments on revolving credit facility (100,000 ) — — — (100,000 ) Purchase of treasury shares (17,805 ) — — — (17,805 ) Taxes paid related to the net share settlement of equity awards (2,638 ) — — — (2,638 ) Stock option exercises, related tax benefits and other 2,640 — — — 2,640 Cash dividends (2,419 ) — — — (2,419 ) Intercompany loan activity 4,728 — 83,851 (88,579 ) — Cash (used in) provided by financing activities - continuing operations (190,494 ) — 83,851 (88,579 ) (195,222 ) Cash (used in) provided by financing activities - discontinued operations — (4,409 ) (94,218 ) 98,627 — Cash (used in) provided by financing activities (190,494 ) (4,409 ) (10,367 ) 10,048 (195,222 ) Effect of exchange rate changes on cash — — 436 — 436 Net (decrease) increase in cash and cash equivalents (35,630 ) — 31,259 — (4,371 ) Cash and cash equivalents—beginning of period 47,581 — 163,570 — 211,151 Cash and cash equivalents—end of period $ 11,951 $ — $ 194,829 $ — $ 206,780 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (in thousands) Three Months Ended November 30, 2018 Parent Guarantors Non-Guarantors Eliminations Consolidated Operating Activities Cash (used in) provided by operating activities - continuing operations $ (20,566 ) $ 7,714 $ 313 $ 1,865 $ (10,674 ) Cash provided by (used in) operating activities - discontinued operations 4,291 (5,935 ) (14,927 ) (1,865 ) (18,436 ) Cash (used in) provided by operating activities (16,275 ) 1,779 (14,614 ) — (29,110 ) Investing Activities — Capital expenditures (423 ) (680 ) (3,466 ) — (4,569 ) Proceeds from sale of property, plant and equipment 8 — 3 — 11 Cash used in investing activities - continuing operations (415 ) (680 ) (3,463 ) — (4,558 ) Cash used in investing activities - discontinued operations — (1,099 ) (1,998 ) — (3,097 ) Cash used in investing activities (415 ) (1,779 ) (5,461 ) — (7,655 ) Financing Activities Principal repayments on term loan (7,500 ) — — — (7,500 ) Taxes paid related to the net share settlement of equity awards (201 ) — — — (201 ) Stock option exercises, related tax benefits and other 552 — — — 552 Cash dividends (2,439 ) — — — (2,439 ) Cash used in financing activities - continuing operations (9,588 ) — — — (9,588 ) Cash used in financing activities - discontinued operations — — — — — 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 |
Basis of Presentation Basis o_2
Basis of Presentation Basis of Presentation (Details) - USD ($) $ in Thousands | Nov. 30, 2019 | Aug. 31, 2019 | Nov. 30, 2018 | Aug. 31, 2018 |
Condensed Statement of Income Captions [Line Items] | ||||
Foreign currency translation adjustments | $ 90,629 | $ 151,115 | ||
Pension and other postretirement benefit plans, net of tax | 23,783 | 20,557 | ||
Total shareholders’ equity | (353,253) | (301,179) | $ (537,565) | $ (558,712) |
AOCI Attributable to Parent [Member] | ||||
Condensed Statement of Income Captions [Line Items] | ||||
Total shareholders’ equity | $ 114,412 | $ 171,672 | $ 182,189 | $ 174,245 |
Basis of Presentation Accountin
Basis of Presentation Accounting Policies (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Nov. 30, 2019 | Nov. 30, 2018 | |
Accounting Policies [Abstract] | ||
New Accounting Pronouncements, Policy [Policy Text Block] | New Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (and subsequently ASU 2018-01 and ASU 2019-01), to increase transparency and comparability among organizations by recognizing all lease transactions on the balance sheet as a lease liability and a right-of-use (“ROU”) asset. The amendments also expanded disclosure requirements for key information about leasing arrangements. On September 1, 2019, the Company adopted the standard using a modified retrospective approach and through implementing selected third-party lease software utilized as a central repository for all leases. The Company elected the package of practical expedients allowing us to not reassess whether any expired or existing contracts contain leases, the lease classification for any expired or existing leases, and initial direct costs for leases that commenced prior to September 1, 2019. In addition, we elected not to recognize ROU assets or lease liabilities for leases containing terms of 12 months or less and not separate lease components from non-lease components for all asset classes. The Company updated its standard lease accounting policy to address the new standard, revised the Company’s business processes and controls to align to the updated policy and new standard and completed the implementation of and data input into the Company’s lease accounting software solution. The most significant impact of the standard on the Company was the recognition of a $60.8 million ROU asset and operating lease liability on the Condensed Consolidated Balance Sheets at adoption. The standard did not have a significant impact on our Condensed Consolidated Statements of Operations or Condensed Consolidated Statements of Cash Flows. In addition, as a result of sale leaseback transactions in previous years for which gains were deferred and under the new standard would have been recognized, the Company recorded an increase to retained earnings of $0.2 million in the first quarter of fiscal 2020 , which represents the recognition of these previously deferred gains. See Note 15, “Leases” for further discussion of the Company’s operating leases. In February 2018, the FASB issued ASU 2018-02, Income Statement-Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income, which allows companies to reclassify stranded income tax effects resulting from the Tax Cuts and Jobs Act from accumulated other comprehensive income to retained earnings in their consolidated financial statements. The Company adopted the guidance in the three months ended November 30, 2019 which resulted in an increase to retained earnings with an offsetting increase in accumulated other comprehensive loss of $3.7 million . | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
New Accounting Pronouncement or Change in Accounting Principle, Cumulative Effect of Change on Equity or Net Assets | $ 206 | $ 75 |
Operating Lease, Right-of-Use Asset | 55,590 | |
Accounting Standards Update 2014-09 [Member] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
New Accounting Pronouncement or Change in Accounting Principle, Cumulative Effect of Change on Equity or Net Assets | 200 | |
Operating Lease, Right-of-Use Asset | 60,800 | |
Accounting Standards Update 2018-02 [Member] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
New Accounting Pronouncement or Change in Accounting Principle, Cumulative Effect of Change on Equity or Net Assets | $ 3,700 |
Basis of Presentation Schedul_2
Basis of Presentation Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Nov. 30, 2019 | Aug. 31, 2019 |
Property, Plant and Equipment [Line Items] | ||
Land, buildings and improvements | $ 29,586 | $ 29,661 |
Machinery and equipment | 136,713 | 140,083 |
Gross Property, Plant and Equipment | 166,299 | 169,744 |
Less: Accumulated Depreciation | (110,205) | (113,015) |
Property, Plant and Equipment, Net | $ 56,094 | $ 56,729 |
Revenue Recognition Disaggreg_2
Revenue Recognition Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Nov. 30, 2019 | Nov. 30, 2018 | |
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 146,674 | $ 158,551 |
Revenue Recognized at a Point in Time [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 104,812 | 108,255 |
Transferred over Time [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 41,862 | $ 50,296 |
Revenue Recognition Contract _2
Revenue Recognition Contract with Customer, Asset and Liability (Details) - USD ($) $ in Thousands | Nov. 30, 2019 | Aug. 31, 2019 |
Revenue from Contract with Customer [Abstract] | ||
Accounts receivable, net | $ 122,027 | $ 125,883 |
Contract assets | 4,948 | 3,747 |
Contract liabilities | 1,775 | $ 3,707 |
Revenue, remaining performance obligation, within next twelve months | $ 1,800 |
Restructuring Charges (Details)
Restructuring Charges (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Nov. 30, 2019 | Nov. 30, 2018 | |
Restructuring Cost and Reserve [Line Items] | ||
Document Period End Date | Nov. 30, 2019 | |
Restructuring Reserve [Roll Forward] | ||
Restructuring Charges | $ 1,972 | $ (29) |
Industrial Tools & Services [Member] [Domain] | ||
Restructuring Reserve [Roll Forward] | ||
Beginning Balance | 2,912 | 1,687 |
Restructuring Charges | 1,230 | (29) |
Cash payments | (1,851) | (922) |
Other non-cash uses of reserve | (39) | (13) |
Impact of changes in foreign currency rates | 2 | (21) |
Ending Balance | 2,254 | 702 |
General Corporate | ||
Restructuring Reserve [Roll Forward] | ||
Beginning Balance | 0 | 46 |
Restructuring Charges | 235 | 0 |
Cash payments | (1) | (46) |
Other non-cash uses of reserve | (226) | 0 |
Impact of changes in foreign currency rates | 0 | 0 |
Ending Balance | 8 | 0 |
Reportable Segments [Member] | ||
Restructuring Reserve [Roll Forward] | ||
Beginning Balance | 2,912 | 1,733 |
Restructuring Charges | 1,465 | (29) |
Cash payments | (1,852) | (968) |
Other non-cash uses of reserve | (265) | (13) |
Impact of changes in foreign currency rates | 2 | (21) |
Ending Balance | 2,262 | $ 702 |
Other Operating Segment [Member] | ||
Restructuring Reserve [Roll Forward] | ||
Beginning Balance | 900 | |
Restructuring Charges | 500 | |
Ending Balance | $ 1,300 |
Discontinued Operations Disco_2
Discontinued Operations Discontinued Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Nov. 30, 2019 | Nov. 30, 2018 | Aug. 31, 2019 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Liabilities from discontinued operations | $ 0 | $ 143,763 | |
Income (Loss) from Discontinued Operations, Net of Tax, Attributable to Parent | (4,251) | $ (1,029) | |
Engineered Components & Systems [Member] [Domain] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Trade and Loans Receivables Held-for-sale, Net, Not Part of Disposal Group | 52,802 | ||
Disposal Group, Including Discontinued Operation, Inventory, Current | 76,825 | ||
Disposal Group, Including Discontinued Operation, Other Assets, Current | 8,058 | ||
Disposal Group, Including Discontinued Operation, Property, Plant and Equipment, Noncurrent | 32,172 | ||
Disposal Group, Including Discontinued Operation, Goodwill | 16,862 | ||
Disposal Group, Including Discontinued Operation, Intangible Assets | 93,314 | ||
Disposal Group, Including Discontinued Operation, Other Assets, Noncurrent | 5,545 | ||
Disposal Group, Including Discontinued Operation, Assets | 285,578 | ||
Disposal Group, Including Discontinued Operation, Trade Accounts Payable, Current | 43,628 | ||
Disposal Group, Including Discontinued Operation, Accrued Compensation and Benefits | 12,101 | ||
Disposal Group, Including Discontinued Operation, Reserve for Cumulative Translation Adjustment | 54,469 | ||
Disposal Group, Including Discontinued Operation, Other Liabilities, Current | 12,101 | ||
Disposal Group, Including Discontinued Operation, Deferred Income Taxes | 20,029 | ||
Disposal Group, Including Discontinued Operation, Pension and Postretirement Benefit Obligation | 1,344 | ||
Disposal Group, Including Discontinued Operation, Other Liabilities, Noncurrent | 91 | ||
Liabilities from discontinued operations | $ 143,763 | ||
Disposal Group, Including Discontinued Operation, Revenue | 67,010 | 133,980 | |
Disposal Group, Including Discontinued Operation, Costs of Goods Sold | 49,749 | 99,284 | |
Disposal Group, Including Discontinued Operation, Gross Profit | 17,261 | 34,696 | |
Disposal Group, Including Discontinued Operation, Selling, Administrative and Engineering Expenses | 10,832 | 20,071 | |
Disposal Group, Including Discontinued Operation, Amortization of Intangible Assets | 0 | 1,981 | |
Disposal Group, Including Discontinued Operation, Restructuring (Benefit) Charges | (11) | 432 | |
Disposal Group, Including Discontinued Operation, Impairment & Divestiture Charges | 28,416 | 12,976 | |
Disposal Group, Including Discontinued Operation, Operating Income (Loss) | (21,976) | (764) | |
Disposal Group, Including Discontinued Operation, Financing Costs (Benefits) | 14 | (3) | |
Disposal Group, Including Discontinued Operation, Other (Income) Expense | (104) | (406) | |
Disposal Group, Including Discontinued Operation, Loss Before Income Tax Benefit | (21,886) | (1,167) | |
Disposal Group, Including Discontinued Operation, Income Tax Benefit | (17,635) | (138) | |
Income (Loss) from Discontinued Operations, Net of Tax, Attributable to Parent | $ (4,251) | $ (1,029) |
Discontinued Operations (Detail
Discontinued Operations (Details) - USD ($) $ in Thousands | Oct. 31, 2019 | Nov. 30, 2019 | Nov. 30, 2018 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Proceeds from sale of business, net of transaction costs | $ 8,726 | $ 0 | |
Impairment & divestiture charges | (1,356) | 23,477 | |
Engineered Components & Systems [Member] [Domain] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Proceeds from sale of business, net of transaction costs | $ 214,500 | ||
Quarterly Installment Payments | $ 3,000 | ||
Discontinued Operation, Income (Loss) from Discontinued Operation, before Income Tax | (4,200) | ||
Asset Impairment Charges | (22,400) | ||
Income Tax Benefit Related to Write Down of Assets | (18,200) | ||
Impairment & divestiture charges | 3,300 | ||
Other Divestiture Charges | $ 2,700 | ||
Precision-Hayes International [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Impairment & divestiture charges | 9,500 | ||
Cortland Fibron [Domain] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Impairment & divestiture charges | $ 1,800 |
Other Divestiture Activities Ot
Other Divestiture Activities Other Divestiture Activities (Details) - USD ($) $ in Thousands | Oct. 22, 2019 | Dec. 19, 2018 | Nov. 30, 2019 | Nov. 30, 2018 | Aug. 31, 2019 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Proceeds from sale of business, net of transaction costs | $ 8,726 | $ 0 | |||
Impairment & divestiture charges | (1,356) | 23,477 | |||
Assets held for sale | 1,697 | $ 0 | |||
Liabilities Held for Sale Not Part of Disposal Group | 1,697 | $ 0 | |||
UNI-LIFT Product Line [Domain] | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Proceeds from sale of business, net of transaction costs | $ 6,000 | ||||
Impairment & divestiture charges | 4,600 | ||||
Contingent Proceeds | $ 1,500 | ||||
Milwaukee Cylinder (excluding UNI-LIFT) [Member] | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Impairment & divestiture charges | 4,600 | ||||
Assets held for sale | 1,700 | ||||
Trade and Loans Receivables Held-for-sale, Net, Not Part of Disposal Group | 1,300 | ||||
Disposal Group, Including Discontinued Operation, Inventory | 300 | ||||
Disposal Group, Including Discontinued Operation, Other Assets, Noncurrent | 100 | ||||
Liabilities Held for Sale Not Part of Disposal Group | 1,700 | ||||
Disposal Group, Including Discontinued Operation, Accounts Payable | 1,100 | ||||
Divestiture Activity, Liability Held for Sale, Accrued Compensation | 100 | ||||
Disposal Group, Including Discontinued Operation, Other Liabilities, Current | 200 | ||||
Disposal Group, Including Discontinued Operation, Other Liabilities, Noncurrent | 300 | ||||
Goodwill, Impairment Loss | 2,500 | ||||
Charges Associated with Withdrawl of Pension Plan | 1,900 | ||||
Other Divestiture Charges | 200 | ||||
Milwaukee Cylinder (including UNI-LIFT) [Member] | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Disposal Group, Not Discontinued Operation, annual revenue | 2,900 | 3,800 | |||
Connectors Product Line [Member] | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Proceeds from sale of business, net of transaction costs | $ 2,700 | ||||
Impairment & divestiture charges | $ 1,300 | ||||
Disposal Group, Not Discontinued Operation, annual revenue | $ 200 | $ 1,500 |
Changes in Carrying Value of Go
Changes in Carrying Value of Goodwill (Details) $ in Thousands | 3 Months Ended |
Nov. 30, 2019USD ($) | |
Goodwill [Roll Forward] | |
Balance as of August 31, 2019 | $ 260,415 |
Impact of changes in foreign currency rates | 3,554 |
Balance as of November 30, 2019 | 263,969 |
Industrial Tools & Services [Member] [Domain] | |
Goodwill [Roll Forward] | |
Balance as of August 31, 2019 | 242,873 |
Impact of changes in foreign currency rates | 3,552 |
Balance as of November 30, 2019 | 246,425 |
Other Operating Segment [Member] | |
Goodwill [Roll Forward] | |
Balance as of August 31, 2019 | 17,542 |
Impact of changes in foreign currency rates | 2 |
Balance as of November 30, 2019 | $ 17,544 |
Gross Carrying Amount and Accum
Gross Carrying Amount and Accumulated Amortization of Other Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Nov. 30, 2019 | Aug. 31, 2019 | |
Indefinite And Finite Lived Intangible Assets [Line Items] | ||
Accumulated Amortization | $ 113,736 | $ 112,014 |
Gross Carrying Value | 164,971 | 164,389 |
Net Book Value | 51,235 | 52,375 |
Tradenames | ||
Indefinite And Finite Lived Intangible Assets [Line Items] | ||
Accumulated Amortization | 0 | 0 |
Indefinite-lived Intangible Assets (Excluding Goodwill) | $ 21,071 | 20,420 |
Customer relationships | ||
Indefinite And Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period (Years) | 14 years | |
Gross Carrying Value | $ 127,242 | 126,229 |
Accumulated Amortization | 99,191 | 96,817 |
Net Book Value | $ 28,051 | 29,412 |
Patents | ||
Indefinite And Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period (Years) | 12 years | |
Gross Carrying Value | $ 13,439 | 13,227 |
Accumulated Amortization | 12,605 | 12,276 |
Net Book Value | $ 834 | 951 |
Trademarks and tradenames | ||
Indefinite And Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period (Years) | 12 years | |
Gross Carrying Value | $ 3,219 | 4,513 |
Accumulated Amortization | 1,940 | 2,921 |
Net Book Value | $ 1,279 | $ 1,592 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Additional Information (Details) $ in Millions | Nov. 30, 2019USD ($) |
Impaired Assets [Line Items] | |
Future Amortization Expense, Remainder of 2020 | $ 5.7 |
Future Amortization Expense, 2021 | 6.7 |
Future Amortization Expense, 2022 | 5.9 |
Future Amortization Expense, 2023 | 4.4 |
Future Amortization Expense, 2024 | 2.8 |
Future Amortization Expense, 2025 | 2.1 |
Future Amortization Expense, Thereafter | $ 2.6 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets Summary of Asset Impairment Charges (Details) $ in Millions | 3 Months Ended |
Nov. 30, 2018USD ($) | |
Cortland U.S. Business | |
Impaired Assets [Line Items] | |
Goodwill, Impairment Loss | $ 10.2 |
Rollforward of Accrued Product
Rollforward of Accrued Product Warranty Reserve (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Nov. 30, 2019 | Nov. 30, 2018 | |
Movement in Standard Product Warranty Accrual [Roll Forward] | ||
Beginning balance | $ 1,145 | $ 931 |
Provision for warranties | 211 | 570 |
Warranty Payments and costs incurred | (206) | (457) |
Impact of changes in foreign currency rates | (25) | (10) |
Ending balance | $ 1,125 | $ 1,034 |
Long-Term Indebtedness (Details
Long-Term Indebtedness (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Nov. 30, 2019 | Aug. 31, 2019 | |
Debt Instrument [Line Items] | ||
Total Senior Indebtedness | $ 287,559 | $ 462,559 |
Less: Current maturities of long-term debt | 0 | (7,500) |
Deferred Finance Costs, Own-share Lending Arrangement, Issuance Costs, Net | (1,323) | (2,114) |
Long-term debt, net | 286,236 | 452,945 |
Line of Credit | ||
Debt Instrument [Line Items] | ||
Total Senior Indebtedness | 175,000 | |
Line of Credit | Senior Credit Facility - Revolver | ||
Debt Instrument [Line Items] | ||
Total Senior Indebtedness | 0 | |
Line of Credit | Senior Credit Facility - Term Loan | ||
Debt Instrument [Line Items] | ||
Total Senior Indebtedness | 175,000 | |
Senior Notes | 5.625% Senior Notes | ||
Debt Instrument [Line Items] | ||
Senior Notes, Noncurrent | $ 287,600 | $ 287,559 |
Minimum | ||
Debt Instrument [Line Items] | ||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.15% | |
Minimum | London Interbank Offered Rate (LIBOR) | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Basis Spread on Variable Rate | 1.125% | |
Minimum | Base Rate | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Basis Spread on Variable Rate | 1.00% | |
Maximum | ||
Debt Instrument [Line Items] | ||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.30% | |
Maximum | London Interbank Offered Rate (LIBOR) | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Basis Spread on Variable Rate | 2.00% | |
Maximum | Base Rate | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Basis Spread on Variable Rate | 1.25% |
Debt - Additional Information (
Debt - Additional Information (Details) | Apr. 16, 2012USD ($) | Nov. 30, 2019USD ($) |
Debt Instrument [Line Items] | ||
Line of Credit Facility, Maximum Borrowing Capacity | $ 600,000,000 | |
Senior credit facility expansion option, available | 300,000,000 | |
Debt Issuance Costs, Noncurrent, Net | 600,000 | |
Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Line of Credit Facility, Maximum Borrowing Capacity | 400,000,000 | |
Senior Credit Facility - Term Loan | ||
Debt Instrument [Line Items] | ||
Line of Credit Facility, Maximum Borrowing Capacity | 200,000,000 | |
Line of Credit | Senior Credit Facility - Revolver | ||
Debt Instrument [Line Items] | ||
Unused credit line Available for Borrowing, Amount | $ 394,000,000 | |
Senior Notes | 5.625% Senior Notes | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Maturity Date | Jun. 15, 2022 | |
Debt Instrument, Face Amount | $ 300,000,000 | |
Debt instrument, interest rate | 5.625% | |
Minimum | ||
Debt Instrument [Line Items] | ||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.15% | |
Interest coverage ratio | 3.5 | |
Minimum | London Interbank Offered Rate (LIBOR) | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Basis Spread on Variable Rate | 1.125% | |
Minimum | Base Rate | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Basis Spread on Variable Rate | 1.00% | |
Minimum | Senior Notes | 5.625% Senior Notes | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Redemption Price, Percentage | 100.00% | |
Maximum | ||
Debt Instrument [Line Items] | ||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.30% | |
Leverage ratio | 3.75 | |
Maximum | London Interbank Offered Rate (LIBOR) | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Basis Spread on Variable Rate | 2.00% | |
Maximum | Base Rate | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Basis Spread on Variable Rate | 1.25% | |
Maximum | Senior Notes | 5.625% Senior Notes | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Redemption Price, Percentage | 100.90% |
Fair Value Measurement - Additi
Fair Value Measurement - Additional Information (Details) - USD ($) $ in Thousands | Nov. 30, 2019 | Aug. 31, 2019 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Foreign Currency Contract, Liability/Asset, Fair Value Disclosure | $ 200 | $ 100 |
Senior Notes | 5.625% Senior Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value of long-term debt | $ 290,800 | $ 291,500 |
Derivatives Narrative (Details)
Derivatives Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Nov. 30, 2019 | Nov. 30, 2018 | Aug. 31, 2019 | |
Derivative [Line Items] | |||
Foreign Currency Contract, Liability/Asset, Fair Value Disclosure | $ (200) | $ (100) | |
Loss on Foreign Currency Fair Value Hedge Derivatives and Not Designated as Hedging Instruments at Fair Value | (270) | $ (229) | |
Fair Value Hedging [Member] | |||
Derivative [Line Items] | |||
Derivative, Fair Value, Net | $ 143,200 | $ 13,300 |
Earnings per Share and Shareh_2
Earnings per Share and Shareholders' Equity Share Repurchase (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Nov. 30, 2019 | Aug. 31, 2019 | |
Equity [Abstract] | ||
Treasury Stock, Shares | 22,295,357 | 21,455,568 |
Stock Repurchase Program, Authorized Amount | $ 658,000 | |
Stock Repurchase Program, Remaining Number of Shares Authorized to be Repurchased | 5,704,643 | |
Stock Repurchased During Period, Shares | 839,789 | |
Stock Repurchases | $ 17,805 |
Capital Stock (Details)
Capital Stock (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Nov. 30, 2019 | Nov. 30, 2018 | |
Earnings Per Share [Abstract] | ||
Earnings (Loss) from Continuing Operations | $ 6,372 | $ (16,423) |
Earnings (Loss) from Discontinued Operations | (4,251) | (1,029) |
Net earnings (loss) | $ 2,121 | $ (17,452) |
Weighted average common shares outstanding - basic | 60,081 | 61,031 |
Incremental Common Shares Attributable to Dilutive Effect of Share-based Payment Arrangements | 520 | 0 |
Weighted Average Common Shares outstanding - diluted | 60,601 | 61,031 |
Earnings (Loss) per share from Continuing Operations, Per Basic Share | $ 0.11 | $ (0.27) |
Earnings (Loss) per share from continuing operations, per diluted share | 0.11 | (0.27) |
Earnings (Loss) per share from Discontinued Operations, Per Basic Shares | (0.07) | (0.02) |
Earnings (Loss) per share from Discontinued Operations, per diluted share | (0.07) | (0.02) |
Earnings Per Share, Basic | 0.04 | (0.29) |
Earnings (Loss) Per Share, Diluted | $ 0.03 | $ (0.29) |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities from stock based compensation plans (excluded from earnings per share calculation) | 1,068 | 2,973 |
Earnings per Share and Shareh_3
Earnings per Share and Shareholders' Equity Shareholders' Equity (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |||
Nov. 30, 2019 | Nov. 30, 2018 | Aug. 31, 2019 | Aug. 31, 2018 | |
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | $ 353,253 | $ 537,565 | $ 301,179 | $ 558,712 |
Net earnings (loss) | 2,121 | (17,452) | ||
Other Comprehensive Income (Loss), Net of Tax | 60,927 | (7,944) | ||
Stock Issued During Period, Value, Employee Benefit Plan | 131 | 118 | ||
Stock Issued During Period, Value, Restricted Stock Award, Gross | 0 | 0 | ||
Stock Repurchased During Period, Value | (17,805) | 0 | ||
APIC, Share-based Payment Arrangement, Increase for Cost Recognition | 6,537 | 3,594 | ||
Stock Issued During Period, Value, Stock Options Exercised | 2,509 | 434 | ||
Adjustments to Additional Paid in Capital, Income Tax Benefit from Share-based Compensation | (2,638) | (201) | ||
Stock Value Issued to Acquired For and Distributed From Rabbi Trust | 86 | 229 | ||
New Accounting Pronouncement or Change in Accounting Principle, Cumulative Effect of Change on Equity or Net Assets | $ 206 | $ 75 | ||
Common Stock [Member] | ||||
Stock Issued During Period, Shares, New Issues | 82,248 | 81,503 | 81,919 | 81,424 |
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | $ 16,450 | $ 16,301 | $ 16,384 | $ 16,285 |
Stock Issued During Period, Shares, Employee Benefit Plan | 6 | 5 | ||
Stock Issued During Period, Value, Employee Benefit Plan | $ 1 | $ 1 | ||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 190 | 46 | ||
Stock Issued During Period, Value, Restricted Stock Award, Gross | $ 38 | $ 9 | ||
Shares Issued, Shares, Share-based Payment Arrangement, after Forfeiture | 128 | 20 | ||
Stock Issued During Period, Value, Stock Options Exercised | $ 26 | $ 4 | ||
Stock Issued To Acquired For And Distributed From Rabbi Trust | 5 | 8 | ||
Stock Value Issued to Acquired For and Distributed From Rabbi Trust | $ 1 | $ 2 | ||
Additional Paid-in Capital [Member] | ||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 187,772 | 171,606 | 181,213 | 167,448 |
Stock Issued During Period, Value, Employee Benefit Plan | 130 | 117 | ||
Stock Issued During Period, Value, Restricted Stock Award, Gross | (38) | (9) | ||
APIC, Share-based Payment Arrangement, Increase for Cost Recognition | 6,537 | 3,594 | ||
Stock Issued During Period, Value, Stock Options Exercised | 2,483 | 430 | ||
Adjustments to Additional Paid in Capital, Income Tax Benefit from Share-based Compensation | 2,638 | 201 | ||
Stock Value Issued to Acquired For and Distributed From Rabbi Trust | 85 | 227 | ||
Treasury Stock [Member] | ||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | (658,017) | (617,731) | (640,212) | (617,731) |
Stock Repurchased During Period, Value | (17,805) | |||
Retained Earnings [Member] | ||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 921,460 | 1,149,578 | 915,466 | 1,166,955 |
Net earnings (loss) | 2,121 | (17,452) | ||
New Accounting Pronouncement or Change in Accounting Principle, Cumulative Effect of Change on Equity or Net Assets | 3,873 | 75 | ||
AOCI Attributable to Parent [Member] | ||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | (114,412) | (182,189) | (171,672) | (174,245) |
Other Comprehensive Income (Loss), Net of Tax | 60,927 | (7,944) | ||
New Accounting Pronouncement or Change in Accounting Principle, Cumulative Effect of Change on Equity or Net Assets | (3,667) | |||
Stock held in trust [member] [Member] | ||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | (3,157) | (2,573) | (3,070) | (2,450) |
Stock Value Issued to Acquired For and Distributed From Rabbi Trust | (87) | (123) | ||
Deferred Compensation, Share-based Payments [Member] | ||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 3,157 | 2,573 | $ 3,070 | $ 2,450 |
Stock Value Issued to Acquired For and Distributed From Rabbi Trust | $ 87 | $ 123 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 3 Months Ended | |
Nov. 30, 2019 | Nov. 30, 2018 | |
Income Tax Disclosure Additional Details [Table] [Line Items] | ||
Earnings (loss) from continuing operations before income tax expense | $ 7,322,000 | $ (16,357,000) |
Income tax expense | $ 950,000 | $ 66,000 |
Effective Income Tax Rate Reconciliation, Percent | 13.00% | (0.40%) |
Earnings from Foreign Jurisdictions, Percent | 85.00% | |
Federal Statutory Income Tax Rate, Percent | 21.00% | |
Impairment & divestiture charges | $ (1,356,000) | $ 23,477,000 |
Impairment & divestiture charges, net of tax | (1,095,000) | $ 23,477,000 |
Debt Issuance Costs, Noncurrent, Net | 600,000 | |
Debt Issuance Costs, Net of Tax | $ (500,000) | |
Effective Income Tax Rate, Percent, Excluding Impairment & Divestiture Charges | 12.70% | 0.90% |
Summary of Financial Informatio
Summary of Financial Information by Reportable Segment and Product Line (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Nov. 30, 2019 | Nov. 30, 2018 | Aug. 31, 2019 | |
Segment Reporting Information [Line Items] | |||
Net Sales | $ 146,674 | $ 158,551 | |
Operating Profit (Loss) | 14,369 | (8,554) | |
Assets | 908,512 | $ 1,124,274 | |
Assets of continuing operations | 908,512 | 838,696 | |
Industrial Tools & Services [Member] [Domain] | |||
Segment Reporting Information [Line Items] | |||
Net Sales | 135,592 | 148,655 | |
Operating Profit (Loss) | 26,055 | 26,374 | |
Assets | 629,705 | 553,615 | |
Products [Member] | |||
Segment Reporting Information [Line Items] | |||
Net Sales | 96,363 | 102,768 | |
Service & Rental [Member] | |||
Segment Reporting Information [Line Items] | |||
Net Sales | 39,229 | 45,887 | |
Other Operating Segment [Member] | |||
Segment Reporting Information [Line Items] | |||
Net Sales | 11,082 | 9,896 | |
Operating Profit (Loss) | (255) | (23,961) | |
Assets | 61,581 | 54,484 | |
General Corporate | |||
Segment Reporting Information [Line Items] | |||
Operating Profit (Loss) | (11,431) | $ (10,967) | |
Assets | $ 217,226 | $ 230,597 |
Contingencies and Litigation -
Contingencies and Litigation - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Aug. 31, 2018 | Nov. 30, 2019 | Aug. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Outstanding letters of credit | $ 17.4 | $ 18.2 | |
Discounted present value of future minimum lease payments | $ 8.5 | ||
Weighted Average Discount Rate on Future Minimum Lease Payments | 2.13% | ||
Sales to Iranian Distributors | $ 0.5 |
Leases Components of Lease Ex_2
Leases Components of Lease Expense (Details) $ in Thousands | 3 Months Ended |
Nov. 30, 2019USD ($) | |
Components of Lease Expense [Abstract] | |
Operating Lease, Cost | $ 4,254 |
Short-term Lease, Cost | 455 |
Variable Lease, Cost | $ 469 |
Leases Supplemental Cash Flow_2
Leases Supplemental Cash Flow Information Related to Leases (Details) $ in Thousands | 3 Months Ended |
Nov. 30, 2019USD ($) | |
Supplemental Cash Flow Information Related to Leases [Abstract] | |
Operating Lease, Payments | $ 4,262 |
Right-of-Use Asset Obtained in Exchange for Operating Lease Liability | $ 2,064 |
Leases Supplemental Balance S_2
Leases Supplemental Balance Sheet Information Related to Leases (Details) $ in Thousands | Nov. 30, 2019USD ($) |
Supplemental Balance Sheet Information Related to Leases [Abstract] | |
Operating Lease, Right-of-Use Asset | $ 55,590 |
Operating Lease, Liability, Current | 13,174 |
Operating Lease, Liability, Noncurrent | 43,597 |
Operating Lease, Liability | $ 56,771 |
Operating Lease, Weighted Average Remaining Lease Term | 7 years 10 months 24 days |
Operating Lease, Weighted Average Discount Rate, Percent | 4.37% |
Leases Leases (Details)
Leases Leases (Details) - USD ($) $ in Thousands | Nov. 30, 2019 | Aug. 31, 2019 |
Leases [Abstract] | ||
Lessee, Operating Lease, Liability, Payments, Fiscal 2020 | $ 11,132 | $ 15,792 |
Lessee, Operating Lease, Liability, Payments, Due Fiscal 2021 | 12,331 | 12,266 |
Lessee, Operating Lease, Liability, Payments, Due Fiscal 2022 | 9,080 | 10,111 |
Lessee, Operating Lease, Liability, Payments, Due Fiscal 2023 | 7,087 | 6,865 |
Lessee, Operating Lease, Liability, Payments, Due Fiscal 2024 | 5,637 | 5,177 |
Lessee, Operating Lease, Liability, Payments, Due Thereafter | 22,455 | 21,620 |
Lessee, Operating Lease, Liability, Payments, Due | 67,722 | $ 71,831 |
Finance Lease, Liability, Undiscounted Excess Amount | (10,951) | |
Operating Lease, Liability | $ 56,771 |
Guarantor Subsidiaries - Additi
Guarantor Subsidiaries - Additional Information (Details) - 5.625% Senior Notes - Senior Notes - USD ($) $ in Thousands | Nov. 30, 2019 | Aug. 31, 2019 | Apr. 16, 2012 |
Guarantor Obligations [Line Items] | |||
Debt Instrument, Face Amount | $ 300,000 | ||
Senior Notes, Noncurrent | $ 287,600 | $ 287,559 | |
Debt instrument, interest rate | 5.625% |
Condensed Consolidating Stateme
Condensed Consolidating Statements of Earnings and Comprehensive Income (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Nov. 30, 2019 | Nov. 30, 2018 | |
Condensed Financial Statements, Captions [Line Items] | ||
Net Sales | $ 146,674 | $ 158,551 |
Cost of products sold | 77,986 | 88,239 |
Gross profit | 68,688 | 70,312 |
Selling, administrative and engineering expenses | 51,831 | 53,121 |
Amortization of intangible assets | 1,872 | 2,297 |
Restructuring Charges | 1,972 | (29) |
Impairment & divestiture charges | (1,356) | 23,477 |
Operating profit (loss) | 14,369 | (8,554) |
Financing costs, net | 6,729 | 7,298 |
Intercompany Expense (Income) Net | 0 | 0 |
Intercompany Dividends | 0 | 0 |
Other Income (Expense) | 318 | 505 |
Earnings (loss) from continuing operations before income tax expense | 7,322 | (16,357) |
Income tax expense | 950 | 66 |
Earnings (Loss) from Continuing Operations | 6,372 | (16,423) |
Earnings (Loss) from Discontinued Operations | (4,251) | (1,029) |
Net earnings before equity in (loss) earnings of subsidiaries | 2,121 | (17,452) |
Equity In Earnings Of Subsidiaries | 0 | 0 |
Net earnings (loss) | 2,121 | (17,452) |
Comprehensive income (loss) | 63,048 | (25,396) |
Reportable Legal Entities | Parent | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net Sales | 38,622 | 40,289 |
Cost of products sold | 12,354 | 10,046 |
Gross profit | 26,268 | 30,243 |
Selling, administrative and engineering expenses | 22,245 | 21,147 |
Amortization of intangible assets | 318 | 318 |
Restructuring Charges | 459 | 0 |
Impairment & divestiture charges | (2,578) | 0 |
Operating profit (loss) | 5,824 | 8,778 |
Financing costs, net | 6,795 | 7,551 |
Intercompany Expense (Income) Net | 1,748 | (4,053) |
Intercompany Dividends | (4,577) | 0 |
Other Income (Expense) | (179) | (216) |
Earnings (loss) from continuing operations before income tax expense | 2,037 | 5,496 |
Income tax expense | (2,462) | (1,114) |
Earnings (Loss) from Continuing Operations | 4,499 | 6,610 |
Earnings (Loss) from Discontinued Operations | 18,087 | 265 |
Net earnings before equity in (loss) earnings of subsidiaries | 22,586 | 6,875 |
Equity In Earnings Of Subsidiaries | (20,465) | (24,327) |
Net earnings (loss) | 2,121 | (17,452) |
Comprehensive income (loss) | 63,048 | (25,396) |
Reportable Legal Entities | Guarantors | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net Sales | 10,771 | 19,726 |
Cost of products sold | 5,848 | 12,317 |
Gross profit | 4,923 | 7,409 |
Selling, administrative and engineering expenses | 4,131 | 5,627 |
Amortization of intangible assets | 285 | 723 |
Restructuring Charges | 819 | (93) |
Impairment & divestiture charges | 0 | 0 |
Operating profit (loss) | (312) | 1,152 |
Financing costs, net | 0 | 0 |
Intercompany Expense (Income) Net | 9,163 | 5,033 |
Intercompany Dividends | 0 | 0 |
Other Income (Expense) | 214 | (12) |
Earnings (loss) from continuing operations before income tax expense | (9,689) | (3,893) |
Income tax expense | (1,217) | (250) |
Earnings (Loss) from Continuing Operations | (8,472) | (3,643) |
Earnings (Loss) from Discontinued Operations | (21,134) | 2,740 |
Net earnings before equity in (loss) earnings of subsidiaries | (29,606) | (903) |
Equity In Earnings Of Subsidiaries | 31,434 | (4,507) |
Net earnings (loss) | 1,828 | (5,410) |
Comprehensive income (loss) | 470 | (5,410) |
Reportable Legal Entities | Non-Guarantors | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net Sales | 97,281 | 98,536 |
Cost of products sold | 59,784 | 65,876 |
Gross profit | 37,497 | 32,660 |
Selling, administrative and engineering expenses | 25,455 | 26,347 |
Amortization of intangible assets | 1,269 | 1,256 |
Restructuring Charges | 694 | 64 |
Impairment & divestiture charges | 1,222 | 23,477 |
Operating profit (loss) | 8,857 | (18,484) |
Financing costs, net | (66) | (253) |
Intercompany Expense (Income) Net | 2,247 | (3,202) |
Intercompany Dividends | 0 | 0 |
Other Income (Expense) | 283 | (709) |
Earnings (loss) from continuing operations before income tax expense | 6,393 | (15,738) |
Income tax expense | 4,629 | 1,430 |
Earnings (Loss) from Continuing Operations | 1,764 | (17,168) |
Earnings (Loss) from Discontinued Operations | 7,377 | (6,256) |
Net earnings before equity in (loss) earnings of subsidiaries | 9,141 | (23,424) |
Equity In Earnings Of Subsidiaries | 48,756 | 1,769 |
Net earnings (loss) | 57,897 | (21,655) |
Comprehensive income (loss) | 120,191 | (29,330) |
Eliminations | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net Sales | 0 | 0 |
Cost of products sold | 0 | 0 |
Gross profit | 0 | 0 |
Selling, administrative and engineering expenses | 0 | 0 |
Amortization of intangible assets | 0 | 0 |
Restructuring Charges | 0 | 0 |
Impairment & divestiture charges | 0 | 0 |
Operating profit (loss) | 0 | 0 |
Financing costs, net | 0 | 0 |
Intercompany Expense (Income) Net | (13,158) | 2,222 |
Intercompany Dividends | 4,577 | 0 |
Other Income (Expense) | 0 | 0 |
Earnings (loss) from continuing operations before income tax expense | 8,581 | (2,222) |
Income tax expense | 0 | 0 |
Earnings (Loss) from Continuing Operations | 8,581 | (2,222) |
Earnings (Loss) from Discontinued Operations | (8,581) | 2,222 |
Net earnings before equity in (loss) earnings of subsidiaries | 0 | 0 |
Equity In Earnings Of Subsidiaries | (59,725) | 27,065 |
Net earnings (loss) | (59,725) | 27,065 |
Comprehensive income (loss) | $ (120,661) | $ 34,740 |
Condensed Consolidating Balance
Condensed Consolidating Balance Sheets (Details) - USD ($) | Nov. 30, 2019 | Aug. 31, 2019 | Nov. 30, 2018 | Aug. 31, 2018 |
Current assets | ||||
Cash and cash equivalents | $ 206,780,000 | $ 211,151,000 | $ 203,443,000 | $ 250,490,000 |
Accounts receivable, net | 122,027,000 | 125,883,000 | ||
Inventories, net | 79,508,000 | 77,187,000 | ||
Assets from discontinued operations | 0 | 285,578,000 | ||
Assets from discontinued operations | 1,697,000 | |||
Other Assets, Current | 42,720,000 | 30,526,000 | ||
Total current assets | 452,732,000 | 730,325,000 | ||
Property, Plant and Equipment, Net | 56,094,000 | 56,729,000 | ||
Goodwill | 263,969,000 | 260,415,000 | ||
Other intangible assets, net | 51,235,000 | 52,375,000 | ||
Investments in subsidiaries | 0 | 0 | ||
Intercompany Receivable | 0 | 0 | ||
Other long-term assets | 84,482,000 | 24,430,000 | ||
Total assets | 908,512,000 | 1,124,274,000 | ||
Current liabilities | ||||
Trade accounts payable | 68,790,000 | 76,914,000 | ||
Accrued compensation and benefits | 25,281,000 | 26,421,000 | ||
Current maturities of debt | 0 | 7,500,000 | ||
Income taxes payable | 6,853,000 | 4,838,000 | ||
Liabilities from discontinued operations | 0 | 143,763,000 | ||
Liabilities Held for Sale Not Part of Disposal Group | 1,697,000 | 0 | ||
Other current liabilities | 54,649,000 | 40,965,000 | ||
Total current liabilities | 157,270,000 | 300,401,000 | ||
Long-term debt, net | 286,236,000 | 452,945,000 | ||
Deferred income taxes | 1,567,000 | 1,564,000 | ||
Pension and postretirement benefit liabilities | 19,806,000 | 20,213,000 | ||
Other long-term liabilities | 90,380,000 | 47,972,000 | ||
Intercompany Payable | 0 | 0 | ||
Total shareholders' equity | 353,253,000 | 301,179,000 | 537,565,000 | 558,712,000 |
Total liabilities and shareholders’ equity | 908,512,000 | 1,124,274,000 | ||
Reportable Legal Entities | Parent | ||||
Current assets | ||||
Cash and cash equivalents | 11,951,000 | 47,581,000 | 41,371,000 | 67,649,000 |
Accounts receivable, net | 20,986,000 | 20,322,000 | ||
Inventories, net | 29,975,000 | 26,737,000 | ||
Assets from discontinued operations | 295,000 | |||
Assets from discontinued operations | 0 | |||
Other Assets, Current | 21,964,000 | 12,116,000 | ||
Total current assets | 84,876,000 | 107,051,000 | ||
Property, Plant and Equipment, Net | 8,112,000 | 8,515,000 | ||
Goodwill | 43,502,000 | 38,847,000 | ||
Other intangible assets, net | 5,293,000 | 5,611,000 | ||
Investments in subsidiaries | 1,320,696,000 | 1,323,587,000 | ||
Intercompany Receivable | 0 | 0 | ||
Other long-term assets | 36,515,000 | 27,510,000 | ||
Total assets | 1,498,994,000 | 1,511,121,000 | ||
Current liabilities | ||||
Trade accounts payable | 16,763,000 | 23,678,000 | ||
Accrued compensation and benefits | 11,761,000 | 11,495,000 | ||
Current maturities of debt | 0 | 7,500,000 | ||
Income taxes payable | 0 | 0 | ||
Liabilities from discontinued operations | 1,217,000 | |||
Liabilities Held for Sale Not Part of Disposal Group | 0 | |||
Other current liabilities | 26,196,000 | 17,556,000 | ||
Total current liabilities | 54,720,000 | 61,446,000 | ||
Long-term debt, net | 286,236,000 | 452,945,000 | ||
Deferred income taxes | 0 | (4,000) | ||
Pension and postretirement benefit liabilities | 11,558,000 | 12,005,000 | ||
Other long-term liabilities | 64,239,000 | 44,621,000 | ||
Intercompany Payable | 728,988,000 | 638,929,000 | ||
Total shareholders' equity | 353,253,000 | 301,179,000 | ||
Total liabilities and shareholders’ equity | 1,498,994,000 | 1,511,121,000 | ||
Reportable Legal Entities | Guarantors | ||||
Current assets | ||||
Cash and cash equivalents | 0 | 0 | 0 | 0 |
Accounts receivable, net | 8,749,000 | 11,358,000 | ||
Inventories, net | 7,532,000 | 6,566,000 | ||
Assets from discontinued operations | 145,239,000 | |||
Assets from discontinued operations | 0 | |||
Other Assets, Current | 1,773,000 | 1,797,000 | ||
Total current assets | 18,054,000 | 164,960,000 | ||
Property, Plant and Equipment, Net | 5,159,000 | 5,193,000 | ||
Goodwill | 57,342,000 | 57,342,000 | ||
Other intangible assets, net | 8,166,000 | 8,451,000 | ||
Investments in subsidiaries | 1,162,632,000 | 912,297,000 | ||
Intercompany Receivable | 0 | 0 | ||
Other long-term assets | 5,833,000 | (13,424,000) | ||
Total assets | 1,257,186,000 | 1,134,819,000 | ||
Current liabilities | ||||
Trade accounts payable | 2,320,000 | 3,231,000 | ||
Accrued compensation and benefits | 648,000 | 1,657,000 | ||
Current maturities of debt | 0 | 0 | ||
Income taxes payable | 0 | 0 | ||
Liabilities from discontinued operations | 29,292,000 | |||
Liabilities Held for Sale Not Part of Disposal Group | 0 | |||
Other current liabilities | 3,525,000 | 2,388,000 | ||
Total current liabilities | 6,493,000 | 36,568,000 | ||
Long-term debt, net | 0 | 0 | ||
Deferred income taxes | 0 | 0 | ||
Pension and postretirement benefit liabilities | 0 | 0 | ||
Other long-term liabilities | 4,250,000 | 114,000 | ||
Intercompany Payable | 335,984,000 | 340,960,000 | ||
Total shareholders' equity | 910,459,000 | 757,177,000 | ||
Total liabilities and shareholders’ equity | 1,257,186,000 | 1,134,819,000 | ||
Reportable Legal Entities | Non-Guarantors | ||||
Current assets | ||||
Cash and cash equivalents | 194,829,000 | 163,570,000 | 162,072,000 | 182,841,000 |
Accounts receivable, net | 92,292,000 | 94,203,000 | ||
Inventories, net | 42,001,000 | 43,884,000 | ||
Assets from discontinued operations | 140,044,000 | |||
Assets from discontinued operations | 1,697,000 | |||
Other Assets, Current | 18,983,000 | 16,613,000 | ||
Total current assets | 349,802,000 | 458,314,000 | ||
Property, Plant and Equipment, Net | 42,823,000 | 43,021,000 | ||
Goodwill | 163,125,000 | 164,226,000 | ||
Other intangible assets, net | 37,776,000 | 38,313,000 | ||
Investments in subsidiaries | 486,807,000 | 417,022,000 | ||
Intercompany Receivable | 1,064,972,000 | 979,889,000 | ||
Other long-term assets | 42,134,000 | 10,344,000 | ||
Total assets | 2,187,439,000 | 2,111,129,000 | ||
Current liabilities | ||||
Trade accounts payable | 49,707,000 | 50,005,000 | ||
Accrued compensation and benefits | 12,872,000 | 13,269,000 | ||
Current maturities of debt | 0 | 0 | ||
Income taxes payable | 6,853,000 | 4,838,000 | ||
Liabilities from discontinued operations | 113,254,000 | |||
Liabilities Held for Sale Not Part of Disposal Group | 1,697,000 | |||
Other current liabilities | 24,928,000 | 21,021,000 | ||
Total current liabilities | 96,057,000 | 202,387,000 | ||
Long-term debt, net | 0 | 0 | ||
Deferred income taxes | 1,567,000 | 1,568,000 | ||
Pension and postretirement benefit liabilities | 8,248,000 | 8,208,000 | ||
Other long-term liabilities | 21,891,000 | 3,237,000 | ||
Intercompany Payable | 0 | 0 | ||
Total shareholders' equity | 2,059,676,000 | 1,895,729,000 | ||
Total liabilities and shareholders’ equity | 2,187,439,000 | 2,111,129,000 | ||
Eliminations | ||||
Current assets | ||||
Cash and cash equivalents | 0 | 0 | $ 0 | $ 0 |
Accounts receivable, net | 0 | 0 | ||
Inventories, net | 0 | 0 | ||
Assets from discontinued operations | 0 | |||
Assets from discontinued operations | 0 | |||
Other Assets, Current | 0 | 0 | ||
Total current assets | 0 | 0 | ||
Property, Plant and Equipment, Net | 0 | 0 | ||
Goodwill | 0 | 0 | ||
Other intangible assets, net | 0 | 0 | ||
Investments in subsidiaries | (2,970,135,000) | (2,652,906,000) | ||
Intercompany Receivable | (1,064,972,000) | (979,889,000) | ||
Other long-term assets | 0 | 0 | ||
Total assets | (4,035,107,000) | (3,632,795,000) | ||
Current liabilities | ||||
Trade accounts payable | 0 | 0 | ||
Accrued compensation and benefits | 0 | 0 | ||
Current maturities of debt | 0 | 0 | ||
Income taxes payable | 0 | 0 | ||
Liabilities from discontinued operations | 0 | |||
Liabilities Held for Sale Not Part of Disposal Group | 0 | |||
Other current liabilities | 0 | 0 | ||
Total current liabilities | 0 | 0 | ||
Long-term debt, net | 0 | 0 | ||
Deferred income taxes | 0 | 0 | ||
Pension and postretirement benefit liabilities | 0 | 0 | ||
Other long-term liabilities | 0 | 0 | ||
Intercompany Payable | (1,064,972,000) | (979,889,000) | ||
Total shareholders' equity | (2,970,135,000) | (2,652,906,000) | ||
Total liabilities and shareholders’ equity | $ (4,035,107,000) | $ (3,632,795,000) |
Condensed Consolidating State_2
Condensed Consolidating Statements of Cash Flows (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Nov. 30, 2019 | Nov. 30, 2018 | |
Operating Activities | ||
Cash used in operating activities, Continuing Operations | $ (4,095) | $ (10,674) |
Cash Used in Operating Activities, Discontinued Operations | (18,832) | (18,436) |
Cash Used in Operating Activities | (22,927) | (29,110) |
Investing Activities | ||
Capital expenditures | (3,187) | (4,569) |
Proceeds from sale of property, plant and equipment | 162 | 11 |
Intercompany investment | 0 | |
Proceeds from sale of business, net of transaction costs | (8,726) | 0 |
Cash provided by (used in) investing activities, Continuing Operations | 5,701 | (4,558) |
Cash Provided by (Used in) Investing Activities, Discontinued Operations | 207,641 | (3,097) |
Cash Provided by (Used in) Investing Activities | 213,342 | (7,655) |
Financing Activities | ||
Principal repayments on term loan | (175,000) | (7,500) |
Borrowings on Revolving Credit | 100,000 | 0 |
Principal Repayment on Revolving Credit Facility | (100,000) | 0 |
Stock Repurchases | (17,805) | |
Stock option exercises and other | 2,640 | 552 |
Taxes paid related to the net share settlement of equity awards | (2,638) | (201) |
Cash dividend | (2,419) | (2,439) |
Intercompany Loan Activity | 0 | |
Net Cash Used in Financing Activities, Continuing Operations | (195,222) | (9,588) |
Cash Provided by (Used in) Financing Activities, Discontinued Operations | 0 | 0 |
Cash used in financing activities | (195,222) | (9,588) |
Effect of exchange rate changes on cash | 436 | (694) |
Net decrease in cash and cash equivalents | (4,371) | (47,047) |
Cash and cash equivalents - beginning of period | 211,151 | 250,490 |
Cash and cash equivalents - end of period | 206,780 | 203,443 |
Reportable Legal Entities | Parent | ||
Operating Activities | ||
Cash used in operating activities, Continuing Operations | (97,861) | (20,566) |
Cash Used in Operating Activities, Discontinued Operations | 17,187 | 4,291 |
Cash Used in Operating Activities | (80,674) | (16,275) |
Investing Activities | ||
Capital expenditures | 1,240 | (423) |
Proceeds from sale of property, plant and equipment | 0 | 8 |
Intercompany investment | 21,877 | |
Proceeds from sale of business, net of transaction costs | (6,000) | |
Cash provided by (used in) investing activities, Continuing Operations | 26,637 | (415) |
Cash Provided by (Used in) Investing Activities, Discontinued Operations | 208,901 | 0 |
Cash Provided by (Used in) Investing Activities | 235,538 | (415) |
Financing Activities | ||
Principal repayments on term loan | (175,000) | (7,500) |
Borrowings on Revolving Credit | 100,000 | |
Principal Repayment on Revolving Credit Facility | (100,000) | |
Stock Repurchases | (17,805) | |
Stock option exercises and other | 2,640 | 552 |
Taxes paid related to the net share settlement of equity awards | (2,638) | (201) |
Cash dividend | (2,419) | (2,439) |
Intercompany Loan Activity | 4,728 | |
Net Cash Used in Financing Activities, Continuing Operations | (190,494) | (9,588) |
Cash Provided by (Used in) Financing Activities, Discontinued Operations | 0 | 0 |
Cash used in financing activities | (190,494) | (9,588) |
Effect of exchange rate changes on cash | 0 | 0 |
Net decrease in cash and cash equivalents | (35,630) | (26,278) |
Cash and cash equivalents - beginning of period | 47,581 | 67,649 |
Cash and cash equivalents - end of period | 11,951 | 41,371 |
Reportable Legal Entities | Guarantors | ||
Operating Activities | ||
Cash used in operating activities, Continuing Operations | 1,202 | 7,714 |
Cash Used in Operating Activities, Discontinued Operations | 3,966 | (5,935) |
Cash Used in Operating Activities | 5,168 | 1,779 |
Investing Activities | ||
Capital expenditures | (416) | (680) |
Proceeds from sale of property, plant and equipment | 131 | 0 |
Intercompany investment | 0 | |
Proceeds from sale of business, net of transaction costs | 0 | |
Cash provided by (used in) investing activities, Continuing Operations | (285) | (680) |
Cash Provided by (Used in) Investing Activities, Discontinued Operations | (474) | (1,099) |
Cash Provided by (Used in) Investing Activities | (759) | (1,779) |
Financing Activities | ||
Principal repayments on term loan | 0 | 0 |
Borrowings on Revolving Credit | 0 | |
Principal Repayment on Revolving Credit Facility | 0 | |
Stock Repurchases | 0 | |
Stock option exercises and other | 0 | 0 |
Taxes paid related to the net share settlement of equity awards | 0 | 0 |
Cash dividend | 0 | 0 |
Intercompany Loan Activity | 0 | |
Net Cash Used in Financing Activities, Continuing Operations | 0 | 0 |
Cash Provided by (Used in) Financing Activities, Discontinued Operations | (4,409) | 0 |
Cash used in financing activities | (4,409) | 0 |
Effect of exchange rate changes on cash | 0 | 0 |
Net decrease in cash and cash equivalents | 0 | 0 |
Cash and cash equivalents - beginning of period | 0 | 0 |
Cash and cash equivalents - end of period | 0 | 0 |
Reportable Legal Entities | Non-Guarantors | ||
Operating Activities | ||
Cash used in operating activities, Continuing Operations | 96,525 | 313 |
Cash Used in Operating Activities, Discontinued Operations | (39,369) | (14,927) |
Cash Used in Operating Activities | 57,156 | (14,614) |
Investing Activities | ||
Capital expenditures | (1,531) | (3,466) |
Proceeds from sale of property, plant and equipment | 31 | 3 |
Intercompany investment | (16,406) | |
Proceeds from sale of business, net of transaction costs | 2,726 | |
Cash provided by (used in) investing activities, Continuing Operations | (15,180) | (3,463) |
Cash Provided by (Used in) Investing Activities, Discontinued Operations | (786) | (1,998) |
Cash Provided by (Used in) Investing Activities | (15,966) | (5,461) |
Financing Activities | ||
Principal repayments on term loan | 0 | 0 |
Borrowings on Revolving Credit | 0 | |
Principal Repayment on Revolving Credit Facility | 0 | |
Stock Repurchases | 0 | |
Stock option exercises and other | 0 | 0 |
Taxes paid related to the net share settlement of equity awards | 0 | 0 |
Cash dividend | 0 | 0 |
Intercompany Loan Activity | 83,851 | |
Net Cash Used in Financing Activities, Continuing Operations | 83,851 | 0 |
Cash Provided by (Used in) Financing Activities, Discontinued Operations | (94,218) | |
Cash used in financing activities | (10,367) | 0 |
Effect of exchange rate changes on cash | 436 | (694) |
Net decrease in cash and cash equivalents | 31,259 | (20,769) |
Cash and cash equivalents - beginning of period | 163,570 | 182,841 |
Cash and cash equivalents - end of period | 194,829 | 162,072 |
Eliminations | ||
Operating Activities | ||
Cash used in operating activities, Continuing Operations | (3,961) | 1,865 |
Cash Used in Operating Activities, Discontinued Operations | (616) | (1,865) |
Cash Used in Operating Activities | (4,577) | 0 |
Investing Activities | ||
Capital expenditures | 0 | 0 |
Proceeds from sale of property, plant and equipment | 0 | 0 |
Intercompany investment | 5,471 | |
Proceeds from sale of business, net of transaction costs | 0 | |
Cash provided by (used in) investing activities, Continuing Operations | (5,471) | 0 |
Cash Provided by (Used in) Investing Activities, Discontinued Operations | 0 | 0 |
Cash Provided by (Used in) Investing Activities | (5,471) | 0 |
Financing Activities | ||
Principal repayments on term loan | 0 | 0 |
Borrowings on Revolving Credit | 0 | |
Principal Repayment on Revolving Credit Facility | 0 | |
Stock Repurchases | 0 | |
Stock option exercises and other | 0 | 0 |
Taxes paid related to the net share settlement of equity awards | 0 | 0 |
Cash dividend | 0 | 0 |
Intercompany Loan Activity | (88,579) | |
Net Cash Used in Financing Activities, Continuing Operations | (88,579) | 0 |
Cash Provided by (Used in) Financing Activities, Discontinued Operations | 98,627 | |
Cash used in financing activities | 10,048 | 0 |
Effect of exchange rate changes on cash | 0 | 0 |
Net decrease in cash and cash equivalents | 0 | 0 |
Cash and cash equivalents - beginning of period | 0 | 0 |
Cash and cash equivalents - end of period | $ 0 | $ 0 |