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 |