| Guarantor Subsidiaries |
Note 17. Guarantor Subsidiaries
On April 16, 2012, Actuant Corporation (the “Parent”) issued $300.0 million of 5.625% Senior Notes, of which $287.6 million remains outstanding as of August 31, 2018. All of our material domestic wholly owned subsidiaries (the “Guarantors”) fully and unconditionally guarantee the 5.625% Senior Notes on a joint and several basis. There are no significant restrictions on the ability of the Guarantors to make distributions to the Parent.
Certain assets, liabilities and expenses have not been allocated to the Guarantors and non-Guarantors and therefore are included in the Parent column in the accompanying consolidating financial statements. These items are of a corporate or consolidated nature and include, but are not limited to, tax provisions and related assets and liabilities, certain employee benefit obligations, prepaid and accrued insurance and corporate indebtedness. Intercompany activity in the consolidating financial statements primarily includes loan activity, purchases and sales of goods or services, investments and dividends. Intercompany balances also reflect certain non-cash transactions including transfers of assets and liabilities between the Parent, Guarantor and non-Guarantor, allocation of non-cash expenses from the Parent to the Guarantors and non-Guarantors, non-cash intercompany dividends and the impact of foreign currency rate changes.
The following tables present the results of operations, financial position and cash flows of Actuant Corporation and its subsidiaries, the Guarantor and non-Guarantor entities, and the eliminations necessary to arrive at the information for the Company on a consolidated basis.
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended August 31, 2018 |
|
|
Parent |
|
Guarantors |
|
Non-Guarantors |
|
Eliminations |
|
Consolidated |
Net sales |
|
$ |
159,411 |
|
|
$ |
371,890 |
|
|
$ |
651,310 |
|
|
$ |
— |
|
|
$ |
1,182,611 |
|
Cost of products sold |
|
29,619 |
|
|
275,280 |
|
|
462,452 |
|
|
— |
|
|
767,351 |
|
Gross profit |
|
129,792 |
|
|
96,610 |
|
|
188,858 |
|
|
— |
|
|
415,260 |
|
Selling, administrative and engineering expenses |
|
81,194 |
|
|
72,688 |
|
|
137,562 |
|
|
— |
|
|
291,444 |
|
Amortization of intangible assets |
|
1,272 |
|
|
11,394 |
|
|
7,899 |
|
|
— |
|
|
20,565 |
|
Restructuring charges |
|
6,433 |
|
|
1,398 |
|
|
4,164 |
|
|
— |
|
|
11,995 |
|
Impairment & divestiture charges |
|
4,217 |
|
|
23,740 |
|
|
45,101 |
|
|
— |
|
|
73,058 |
|
Operating profit (loss) |
|
36,676 |
|
|
(12,610 |
) |
|
(5,868 |
) |
|
— |
|
|
18,198 |
|
Financing costs (income), net |
|
31,752 |
|
|
81 |
|
|
(342 |
) |
|
— |
|
|
31,491 |
|
Intercompany (income) expense, net |
|
(17,042 |
) |
|
26,596 |
|
|
(9,554 |
) |
|
— |
|
|
— |
|
Intercompany dividends |
|
— |
|
|
(28,822 |
) |
|
— |
|
|
28,822 |
|
|
— |
|
Other (income) expense, net |
|
(1,200 |
) |
|
57 |
|
|
522 |
|
|
— |
|
|
(621 |
) |
Earnings (loss) before income tax (benefit) expense |
|
23,166 |
|
|
(10,522 |
) |
|
3,506 |
|
|
(28,822 |
) |
|
(12,672 |
) |
Income tax (benefit) expense |
|
(25,380 |
) |
|
17,921 |
|
|
16,435 |
|
|
— |
|
|
8,976 |
|
Net earnings (loss) before equity in (loss) earnings of subsidiaries |
|
48,546 |
|
|
(28,443 |
) |
|
(12,929 |
) |
|
(28,822 |
) |
|
(21,648 |
) |
Equity in (loss) earnings of subsidiaries |
|
(70,194 |
) |
|
(15,652 |
) |
|
2,103 |
|
|
83,743 |
|
|
— |
|
Net loss |
|
(21,648 |
) |
|
(44,095 |
) |
|
(10,826 |
) |
|
54,921 |
|
|
(21,648 |
) |
Comprehensive income (loss) |
|
$ |
31,368 |
|
|
$ |
(44,095 |
) |
|
$ |
40,800 |
|
|
$ |
3,295 |
|
|
$ |
31,368 |
|
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended August 31, 2017 |
|
|
Parent |
|
Guarantors |
|
Non-Guarantors |
|
Eliminations |
|
Consolidated |
Net sales |
|
$ |
145,223 |
|
|
$ |
355,989 |
|
|
$ |
594,572 |
|
|
$ |
— |
|
|
$ |
1,095,784 |
|
Cost of products sold |
|
34,300 |
|
|
260,700 |
|
|
421,067 |
|
|
— |
|
|
716,067 |
|
Gross profit |
|
110,923 |
|
|
95,289 |
|
|
173,505 |
|
|
— |
|
|
379,717 |
|
Selling, administrative and engineering expenses |
|
74,996 |
|
|
69,826 |
|
|
132,666 |
|
|
— |
|
|
277,488 |
|
Amortization of intangible assets |
|
1,272 |
|
|
11,715 |
|
|
7,487 |
|
|
— |
|
|
20,474 |
|
Director & officer transition charges |
|
7,784 |
|
|
— |
|
|
— |
|
|
— |
|
|
7,784 |
|
Restructuring charges |
|
826 |
|
|
1,359 |
|
|
5,043 |
|
|
— |
|
|
7,228 |
|
Impairment & divestiture charges |
|
— |
|
|
— |
|
|
116,979 |
|
|
— |
|
|
116,979 |
|
Operating profit (loss) |
|
26,045 |
|
|
12,389 |
|
|
(88,670 |
) |
|
— |
|
|
(50,236 |
) |
Financing costs, net |
|
30,005 |
|
|
35 |
|
|
(337 |
) |
|
— |
|
|
29,703 |
|
Intercompany (income) expense, net |
|
(22,941 |
) |
|
22,066 |
|
|
875 |
|
|
— |
|
|
— |
|
Intercompany dividends |
|
5,353 |
|
|
(59,401 |
) |
|
(5,353 |
) |
|
59,401 |
|
|
— |
|
Other expense (income), net |
|
2,690 |
|
|
87 |
|
|
(25 |
) |
|
— |
|
|
2,752 |
|
Earnings (loss) before income tax benefit |
|
10,938 |
|
|
49,602 |
|
|
(83,830 |
) |
|
(59,401 |
) |
|
(82,691 |
) |
Income tax benefit |
|
(782 |
) |
|
(14,574 |
) |
|
(1,122 |
) |
|
— |
|
|
(16,478 |
) |
Net earnings (loss) before equity in (loss) earnings of subsidiaries |
|
11,720 |
|
|
64,176 |
|
|
(82,708 |
) |
|
(59,401 |
) |
|
(66,213 |
) |
Equity in (loss) earnings of subsidiaries |
|
(77,933 |
) |
|
(81,389 |
) |
|
3,335 |
|
|
155,987 |
|
|
— |
|
Net loss |
|
(66,213 |
) |
|
(17,213 |
) |
|
(79,373 |
) |
|
96,586 |
|
|
(66,213 |
) |
Comprehensive loss |
|
$ |
(41,651 |
) |
|
$ |
(35,121 |
) |
|
$ |
(39,942 |
) |
|
$ |
75,063 |
|
|
$ |
(41,651 |
) |
CONDENSED CONSOLIDATING STATEMENTS OF EARNINGS AND COMPREHENSIVE LOSS
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended August 31, 2016 |
|
|
Parent |
|
Guarantors |
|
Non-Guarantors |
|
Eliminations |
|
Consolidated |
Net sales |
|
$ |
135,679 |
|
|
$ |
361,209 |
|
|
$ |
652,522 |
|
|
$ |
— |
|
|
$ |
1,149,410 |
|
Cost of products sold |
|
34,576 |
|
|
263,197 |
|
|
448,240 |
|
|
— |
|
|
746,013 |
|
Gross profit |
|
101,103 |
|
|
98,012 |
|
|
204,282 |
|
|
— |
|
|
403,397 |
|
Selling, administrative and engineering expenses |
|
69,677 |
|
|
69,382 |
|
|
135,438 |
|
|
— |
|
|
274,497 |
|
Amortization of intangible assets |
|
1,272 |
|
|
13,287 |
|
|
8,384 |
|
|
— |
|
|
22,943 |
|
Loss on product line divestiture |
|
— |
|
|
5,092 |
|
|
— |
|
|
— |
|
|
5,092 |
|
Restructuring charges |
|
2,426 |
|
|
3,455 |
|
|
8,690 |
|
|
— |
|
|
14,571 |
|
Impairment charges |
|
— |
|
|
49,012 |
|
|
137,499 |
|
|
— |
|
|
186,511 |
|
Operating profit (loss) |
|
27,728 |
|
|
(42,216 |
) |
|
(85,729 |
) |
|
— |
|
|
(100,217 |
) |
Financing costs, net |
|
30,123 |
|
|
— |
|
|
(1,355 |
) |
|
— |
|
|
28,768 |
|
Intercompany (income) expense, net |
|
(20,445 |
) |
|
(9,999 |
) |
|
30,444 |
|
|
— |
|
|
— |
|
Intercompany dividends |
|
— |
|
|
— |
|
|
(5,338 |
) |
|
5,338 |
|
|
— |
|
Other expense, net |
|
914 |
|
|
54 |
|
|
391 |
|
|
— |
|
|
1,359 |
|
Earnings (loss) before income taxes |
|
17,136 |
|
|
(32,271 |
) |
|
(109,871 |
) |
|
(5,338 |
) |
|
(130,344 |
) |
Income tax (benefit) expense |
|
(8,729 |
) |
|
519 |
|
|
(17,046 |
) |
|
86 |
|
|
(25,170 |
) |
Net earnings (loss) before equity in (loss) earnings of subsidiaries |
|
25,865 |
|
|
(32,790 |
) |
|
(92,825 |
) |
|
(5,424 |
) |
|
(105,174 |
) |
Equity in (loss) earnings of subsidiaries |
|
(131,037 |
) |
|
(83,747 |
) |
|
3,024 |
|
|
211,760 |
|
|
— |
|
Net loss |
|
(105,174 |
) |
|
(116,537 |
) |
|
(89,801 |
) |
|
206,336 |
|
|
(105,174 |
) |
Comprehensive loss |
|
$ |
(143,357 |
) |
|
$ |
(157,344 |
) |
|
$ |
(83,802 |
) |
|
$ |
241,146 |
|
|
$ |
(143,357 |
) |
CONDENSED CONSOLIDATING BALANCE SHEETS
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
August 31, 2018 |
|
|
Parent |
|
Guarantors |
|
Non-Guarantors |
|
Eliminations |
|
Consolidated |
ASSETS |
|
|
|
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
67,649 |
|
|
$ |
— |
|
|
$ |
182,841 |
|
|
$ |
— |
|
|
$ |
250,490 |
|
Accounts receivable, net |
|
19,969 |
|
|
54,822 |
|
|
112,958 |
|
|
— |
|
|
187,749 |
|
Inventories, net |
|
22,570 |
|
|
59,391 |
|
|
74,395 |
|
|
— |
|
|
156,356 |
|
Assets held for sale |
|
— |
|
|
— |
|
|
23,573 |
|
|
— |
|
|
23,573 |
|
Other current assets |
|
7,358 |
|
|
4,759 |
|
|
30,615 |
|
|
— |
|
|
42,732 |
|
Total current assets |
|
117,546 |
|
|
118,972 |
|
|
424,382 |
|
|
— |
|
|
660,900 |
|
Property, plant & equipment, net |
|
7,937 |
|
|
26,408 |
|
|
55,875 |
|
|
— |
|
|
90,220 |
|
Goodwill |
|
38,847 |
|
|
203,543 |
|
|
270,022 |
|
|
— |
|
|
512,412 |
|
Other intangible assets, net |
|
6,884 |
|
|
121,793 |
|
|
52,360 |
|
|
— |
|
|
181,037 |
|
Investment in subsidiaries |
|
1,836,954 |
|
|
1,211,781 |
|
|
789,917 |
|
|
(3,838,652 |
) |
|
— |
|
Intercompany receivables |
|
— |
|
|
622,646 |
|
|
200,173 |
|
|
(822,819 |
) |
|
— |
|
Other long-term assets |
|
12,955 |
|
|
366 |
|
|
23,448 |
|
|
— |
|
|
36,769 |
|
Total assets |
|
$ |
2,021,123 |
|
|
$ |
2,305,509 |
|
|
$ |
1,816,177 |
|
|
$ |
(4,661,471 |
) |
|
$ |
1,481,338 |
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES & SHAREHOLDERS' EQUITY |
|
|
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
|
|
|
|
Trade accounts payable |
|
$ |
15,890 |
|
|
$ |
29,022 |
|
|
$ |
85,926 |
|
|
$ |
— |
|
|
$ |
130,838 |
|
Accrued compensation and benefits |
|
22,171 |
|
|
9,804 |
|
|
22,533 |
|
|
— |
|
|
54,508 |
|
Current maturities of debt |
|
30,000 |
|
|
— |
|
|
— |
|
|
— |
|
|
30,000 |
|
Income taxes payable |
|
— |
|
|
— |
|
|
4,091 |
|
|
— |
|
|
4,091 |
|
Liabilities held for sale |
|
— |
|
|
— |
|
|
44,225 |
|
|
— |
|
|
44,225 |
|
Other current liabilities |
|
17,379 |
|
|
11,078 |
|
|
38,842 |
|
|
— |
|
|
67,299 |
|
Total current liabilities |
|
85,440 |
|
|
49,904 |
|
|
195,617 |
|
|
— |
|
|
330,961 |
|
Long-term debt |
|
502,695 |
|
|
— |
|
|
— |
|
|
— |
|
|
502,695 |
|
Deferred income taxes |
|
17,467 |
|
|
— |
|
|
4,466 |
|
|
— |
|
|
21,933 |
|
Pension and post-retirement benefit liabilities |
|
7,765 |
|
|
— |
|
|
7,104 |
|
|
— |
|
|
14,869 |
|
Other long-term liabilities |
|
45,483 |
|
|
359 |
|
|
6,326 |
|
|
— |
|
|
52,168 |
|
Intercompany payable |
|
803,561 |
|
|
19,258 |
|
|
— |
|
|
(822,819 |
) |
|
— |
|
Shareholders’ equity |
|
558,712 |
|
|
2,235,988 |
|
|
1,602,664 |
|
|
(3,838,652 |
) |
|
558,712 |
|
Total liabilities and shareholders’ equity |
|
$ |
2,021,123 |
|
|
$ |
2,305,509 |
|
|
$ |
1,816,177 |
|
|
$ |
(4,661,471 |
) |
|
$ |
1,481,338 |
|
CONDENSED CONSOLIDATING BALANCE SHEETS
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
August 31, 2017 |
|
|
Parent |
|
Guarantors |
|
Non-Guarantors |
|
Eliminations |
|
Consolidated |
ASSETS |
|
|
|
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
34,715 |
|
|
$ |
— |
|
|
$ |
194,856 |
|
|
$ |
— |
|
|
$ |
229,571 |
|
Accounts receivable, net |
|
17,498 |
|
|
50,749 |
|
|
121,959 |
|
|
— |
|
|
190,206 |
|
Inventories, net |
|
23,308 |
|
|
48,492 |
|
|
71,851 |
|
|
— |
|
|
143,651 |
|
Assets held for sale |
|
— |
|
|
— |
|
|
21,835 |
|
|
— |
|
|
21,835 |
|
Other current assets |
|
23,576 |
|
|
3,619 |
|
|
34,468 |
|
|
— |
|
|
61,663 |
|
Total current assets |
|
99,097 |
|
|
102,860 |
|
|
444,969 |
|
|
— |
|
|
646,926 |
|
Property, plant & equipment, net |
|
7,049 |
|
|
26,130 |
|
|
61,342 |
|
|
— |
|
|
94,521 |
|
Goodwill |
|
38,847 |
|
|
200,499 |
|
|
290,735 |
|
|
— |
|
|
530,081 |
|
Other intangible assets, net |
|
8,156 |
|
|
138,042 |
|
|
74,291 |
|
|
— |
|
|
220,489 |
|
Investment in subsidiaries |
|
1,832,472 |
|
|
1,186,715 |
|
|
805,016 |
|
|
(3,824,203 |
) |
|
— |
|
Intercompany receivable |
|
— |
|
|
589,193 |
|
|
205,183 |
|
|
(794,376 |
) |
|
— |
|
Other long-term assets |
|
8,377 |
|
|
812 |
|
|
15,749 |
|
|
— |
|
|
24,938 |
|
Total assets |
|
$ |
1,993,998 |
|
|
$ |
2,244,251 |
|
|
$ |
1,897,285 |
|
|
$ |
(4,618,579 |
) |
|
$ |
1,516,955 |
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES & SHAREHOLDERS' EQUITY |
|
|
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
|
|
|
|
Trade accounts payable |
|
$ |
15,412 |
|
|
$ |
27,168 |
|
|
$ |
90,807 |
|
|
$ |
— |
|
|
$ |
133,387 |
|
Accrued compensation and benefits |
|
19,082 |
|
|
7,672 |
|
|
24,185 |
|
|
— |
|
|
50,939 |
|
Current maturities of debt |
|
30,000 |
|
|
— |
|
|
— |
|
|
— |
|
|
30,000 |
|
Income taxes payable |
|
153 |
|
|
— |
|
|
5,927 |
|
|
— |
|
|
6,080 |
|
Liabilities held for sale |
|
— |
|
|
— |
|
|
101,083 |
|
|
— |
|
|
101,083 |
|
Other current liabilities |
|
18,512 |
|
|
7,169 |
|
|
31,764 |
|
|
— |
|
|
57,445 |
|
Total current liabilities |
|
83,159 |
|
|
42,009 |
|
|
253,766 |
|
|
— |
|
|
378,934 |
|
Long-term debt |
|
531,940 |
|
|
— |
|
|
— |
|
|
— |
|
|
531,940 |
|
Deferred income taxes |
|
24,164 |
|
|
— |
|
|
5,695 |
|
|
— |
|
|
29,859 |
|
Pension and post-retirement benefit liabilities |
|
12,540 |
|
|
— |
|
|
7,322 |
|
|
— |
|
|
19,862 |
|
Other long-term liabilities |
|
48,692 |
|
|
352 |
|
|
6,777 |
|
|
— |
|
|
55,821 |
|
Intercompany payable |
|
792,964 |
|
|
— |
|
|
1,412 |
|
|
(794,376 |
) |
|
— |
|
Shareholders’ equity |
|
500,539 |
|
|
2,201,890 |
|
|
1,622,313 |
|
|
(3,824,203 |
) |
|
500,539 |
|
Total liabilities and shareholders’ equity |
|
$ |
1,993,998 |
|
|
$ |
2,244,251 |
|
|
$ |
1,897,285 |
|
|
$ |
(4,618,579 |
) |
|
$ |
1,516,955 |
|
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended August 31, 2018 |
|
|
Parent |
|
Guarantors |
|
Non-Guarantors |
|
Eliminations |
|
Consolidated |
Operating Activities |
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
$ |
63,264 |
|
|
$ |
27,673 |
|
|
$ |
15,156 |
|
|
$ |
— |
|
|
$ |
106,093 |
|
Investing Activities |
|
|
|
|
|
|
|
|
|
|
Capital expenditures |
|
(2,822 |
) |
|
(8,015 |
) |
|
(10,033 |
) |
|
— |
|
|
(20,870 |
) |
Proceeds from sale of property, plant and equipment |
|
— |
|
|
99 |
|
|
54 |
|
|
— |
|
|
153 |
|
Rental asset buyout for Viking divestiture |
|
— |
|
|
— |
|
|
(27,718 |
) |
|
— |
|
|
(27,718 |
) |
Proceeds from sale of businesses, net of transaction costs |
|
198 |
|
|
— |
|
|
8,704 |
|
|
— |
|
|
8,902 |
|
Cash paid for business acquisitions, net of cash acquired |
|
— |
|
|
(1,732 |
) |
|
(21,486 |
) |
|
— |
|
|
(23,218 |
) |
Intercompany investment |
|
(11,754 |
) |
|
(1 |
) |
|
— |
|
|
11,755 |
|
|
— |
|
Cash used in investing activities |
|
(14,378 |
) |
|
(9,649 |
) |
|
(50,479 |
) |
|
11,755 |
|
|
(62,751 |
) |
Financing Activities |
|
|
|
|
|
|
|
|
|
|
Principal repayment on term loan |
|
(30,000 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(30,000 |
) |
Taxes paid related to the net share settlement of equity awards |
|
(1,284 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(1,284 |
) |
Stock option exercises, related tax benefits and other |
|
15,681 |
|
|
— |
|
|
— |
|
|
— |
|
|
15,681 |
|
Cash dividend |
|
(2,390 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(2,390 |
) |
Changes in receivables and payable to subsidiaries |
|
2,041 |
|
|
(18,024 |
) |
|
15,983 |
|
|
— |
|
|
— |
|
Intercompany capital contribution |
|
— |
|
|
— |
|
|
11,755 |
|
|
(11,755 |
) |
|
— |
|
Cash (used in) provided by financing activities |
|
(15,952 |
) |
|
(18,024 |
) |
|
27,738 |
|
|
(11,755 |
) |
|
(17,993 |
) |
Effect of exchange rate changes on cash |
|
— |
|
|
— |
|
|
(4,430 |
) |
|
— |
|
|
(4,430 |
) |
Net increase (decrease) in cash and cash equivalents |
|
32,934 |
|
|
— |
|
|
(12,015 |
) |
|
— |
|
|
20,919 |
|
Cash and cash equivalents—beginning of period |
|
34,715 |
|
|
— |
|
|
194,856 |
|
|
— |
|
|
229,571 |
|
Cash and cash equivalents—end of period |
|
$ |
67,649 |
|
|
$ |
— |
|
|
$ |
182,841 |
|
|
$ |
— |
|
|
$ |
250,490 |
|
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended August 31, 2017 |
|
|
Parent |
|
Guarantors |
|
Non-Guarantors |
|
Eliminations |
|
Consolidated |
Operating Activities |
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
$ |
99,241 |
|
|
$ |
14,340 |
|
|
$ |
39,672 |
|
|
$ |
(64,754 |
) |
|
$ |
88,499 |
|
Investing Activities |
|
|
|
|
|
|
|
|
|
|
Capital expenditures |
|
(3,391 |
) |
|
(9,265 |
) |
|
(15,539 |
) |
|
— |
|
|
(28,195 |
) |
Proceeds from sale of property, plant and equipment |
|
— |
|
|
207 |
|
|
363 |
|
|
— |
|
|
570 |
|
Intercompany investment |
|
(6,900 |
) |
|
— |
|
|
— |
|
|
6,900 |
|
|
— |
|
Cash used in investing activities |
|
(10,291 |
) |
|
(9,058 |
) |
|
(15,176 |
) |
|
6,900 |
|
|
(27,625 |
) |
Financing Activities |
|
|
|
|
|
|
|
|
|
|
Principal repayment on term loan |
|
(18,750 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(18,750 |
) |
Redemption on 5.625% Senior Notes |
|
(500 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(500 |
) |
Taxes paid related to the net share settlement of equity awards |
|
(1,065 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(1,065 |
) |
Stock option exercises, related tax benefits and other |
|
8,265 |
|
|
— |
|
|
— |
|
|
— |
|
|
8,265 |
|
Payment of deferred acquisition consideration |
|
— |
|
|
— |
|
|
(742 |
) |
|
— |
|
|
(742 |
) |
Cash dividend |
|
(2,358 |
) |
|
(5,353 |
) |
|
(59,401 |
) |
|
64,754 |
|
|
(2,358 |
) |
Intercompany loan activity |
|
(47,780 |
) |
|
— |
|
|
47,780 |
|
|
— |
|
|
— |
|
Intercompany capital contributions |
|
— |
|
|
— |
|
|
6,900 |
|
|
(6,900 |
) |
|
— |
|
Cash used in financing activities |
|
(62,188 |
) |
|
(5,353 |
) |
|
(5,463 |
) |
|
57,854 |
|
|
(15,150 |
) |
Effect of exchange rate changes on cash |
|
— |
|
|
— |
|
|
4,243 |
|
|
— |
|
|
4,243 |
|
Net increase (decrease) in cash and cash equivalents |
|
26,762 |
|
|
(71 |
) |
|
23,276 |
|
|
— |
|
|
49,967 |
|
Cash and cash equivalents—beginning of period |
|
7,953 |
|
|
71 |
|
|
171,580 |
|
|
— |
|
|
179,604 |
|
Cash and cash equivalents—end of period |
|
$ |
34,715 |
|
|
$ |
— |
|
|
$ |
194,856 |
|
|
$ |
— |
|
|
$ |
229,571 |
|
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended August 31, 2016 |
|
|
Parent |
|
Guarantors |
|
Non-Guarantors |
|
Eliminations |
|
Consolidated |
Operating Activities |
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) operating activities |
|
$ |
58,926 |
|
|
$ |
(1,953 |
) |
|
$ |
66,062 |
|
|
$ |
(5,338 |
) |
|
$ |
117,697 |
|
Investing Activities |
|
|
|
|
|
|
|
|
|
|
Capital expenditures |
|
(2,135 |
) |
|
(6,781 |
) |
|
(11,293 |
) |
|
— |
|
|
(20,209 |
) |
Proceeds from sale of property, plant and equipment |
|
13 |
|
|
7,000 |
|
|
2,283 |
|
|
— |
|
|
9,296 |
|
Intercompany investment |
|
(339 |
) |
|
(3,458 |
) |
|
— |
|
|
3,797 |
|
|
— |
|
Business acquisitions, net of cash acquired |
|
— |
|
|
— |
|
|
(81,916 |
) |
|
— |
|
|
(81,916 |
) |
Proceeds from sale of businesses, net of transaction costs |
|
— |
|
|
9,695 |
|
|
— |
|
|
— |
|
|
9,695 |
|
Cash (used in) provided by investing activities |
|
(2,461 |
) |
|
6,456 |
|
|
(90,926 |
) |
|
3,797 |
|
|
(83,134 |
) |
Financing Activities |
|
|
|
|
|
|
|
|
|
|
Net repayments on revolving credit facility |
|
— |
|
|
— |
|
|
(210 |
) |
|
— |
|
|
(210 |
) |
Principal repayments on term loan |
|
(3,750 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(3,750 |
) |
Purchase of treasury shares |
|
(17,101 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(17,101 |
) |
Taxes paid related to the net share settlement of equity awards |
|
(1,409 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(1,409 |
) |
Stock option exercises, related tax benefits and other |
|
6,416 |
|
|
— |
|
|
— |
|
|
— |
|
|
6,416 |
|
Cash dividend |
|
(2,376 |
) |
|
(5,338 |
) |
|
— |
|
|
5,338 |
|
|
(2,376 |
) |
Intercompany loan activity |
|
(48,980 |
) |
|
— |
|
|
48,980 |
|
|
— |
|
|
— |
|
Intercompany capital contributions |
|
— |
|
|
339 |
|
|
3,458 |
|
|
(3,797 |
) |
|
— |
|
Cash (used in) provided by financing activities |
|
(67,200 |
) |
|
(4,999 |
) |
|
52,228 |
|
|
1,541 |
|
|
(18,430 |
) |
Effect of exchange rate changes on cash |
|
— |
|
|
— |
|
|
(5,375 |
) |
|
— |
|
|
(5,375 |
) |
Net increase (decrease) in cash and cash equivalents |
|
(10,735 |
) |
|
(496 |
) |
|
21,989 |
|
|
— |
|
|
10,758 |
|
Cash and cash equivalents—beginning of period |
|
18,688 |
|
|
567 |
|
|
149,591 |
|
|
— |
|
|
168,846 |
|
Cash and cash equivalents—end of period |
|
$ |
7,953 |
|
|
$ |
71 |
|
|
$ |
171,580 |
|
|
$ |
— |
|
|
$ |
179,604 |
|
|