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 |
|
|