Document and Entity Information
Document and Entity Information - $ / shares | 9 Months Ended | ||
May 31, 2018 | Jun. 30, 2018 | Aug. 31, 2017 | |
Document Information [Line Items] | |||
Document Type | 10-Q | ||
Amendment Flag | false | ||
Document Period End Date | May 31, 2018 | ||
Document Fiscal Year Focus | 2,018 | ||
Document Fiscal Period Focus | Q3 | ||
Trading Symbol | ATU | ||
Entity Registrant Name | ACTUANT CORP | ||
Entity Central Index Key | 6,955 | ||
Current Fiscal Year End Date | --08-31 | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 60,895,118 | ||
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 | 81,136,242 | 80,200,110 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
May 31, 2018 | May 31, 2017 | May 31, 2018 | May 31, 2017 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Net sales | $ 317,096 | $ 295,427 | $ 881,216 | $ 820,089 |
Cost of products sold | 200,587 | 192,623 | 574,100 | 536,892 |
Gross profit | 116,509 | 102,804 | 307,116 | 283,197 |
Selling, administrative and engineering expenses | 77,570 | 70,051 | 220,550 | 205,609 |
Amortization of intangible assets | 5,184 | 5,037 | 15,483 | 15,368 |
Director & officer transition charges | 0 | 0 | 0 | 7,784 |
Restructuring charges | 1,170 | 384 | 11,249 | 5,433 |
Impairment & divestiture charges | 0 | 2,987 | 0 | |
Operating profit | 32,585 | 27,332 | 56,847 | 49,003 |
Financing costs, net | 7,756 | 7,553 | 22,874 | 22,019 |
Other (income) expense, net | (188) | 1,297 | 508 | 1,260 |
Earnings before income tax (benefit) expense | 25,017 | 18,482 | 33,465 | 25,724 |
Income tax (benefit) expense | (3,995) | (4,029) | 17,448 | (6,827) |
Net earnings | $ 29,012 | $ 22,511 | $ 16,017 | $ 32,551 |
Earnings per share | ||||
Basic | $ 0.48 | $ 0.38 | $ 0.27 | $ 0.55 |
Diluted | $ 0.48 | $ 0.37 | $ 0.26 | $ 0.54 |
Weighted average common shares outstanding | ||||
Basic | 60,683 | 59,675 | 60,291 | 59,339 |
Diluted | 61,064 | 60,402 | 60,850 | 60,055 |
Viking [Domain] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Impairment & divestiture charges | $ 0 | $ 2,987 |
CONDENSED CONSOLIDATED STATEME3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
May 31, 2018 | May 31, 2017 | May 31, 2018 | May 31, 2017 | |
Condensed Statement of Income Captions [Line Items] | ||||
Net earnings | $ 29,012 | $ 22,511 | $ 16,017 | $ 32,551 |
Other comprehensive (loss) income, net of tax | ||||
Foreign currency translation adjustments | (21,295) | 20,385 | (5,160) | (3,363) |
Other Comprehensive Income Loss Foreign Currency Transaction And Translation Adjustment Related to Divested Business, Net Of Tax | 0 | 0 | 67,645 | 0 |
Pension and other postretirement benefit plans | 342 | (61) | 596 | 676 |
Total other comprehensive (loss) income, net of tax | (20,953) | 20,324 | 63,081 | (2,687) |
Comprehensive income | $ 8,059 | $ 42,835 | $ 79,098 | $ 29,864 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | May 31, 2018 | Aug. 31, 2017 |
Current assets | ||
Cash and cash equivalents | $ 189,490 | $ 229,571 |
Accounts receivable, net | 212,284 | 190,206 |
Inventories, net | 167,317 | 143,651 |
Assets held for sale | 0 | 21,835 |
Other current assets | 58,732 | 61,663 |
Total current assets | 627,823 | 646,926 |
Property, plant and equipment | ||
Land, buildings and improvements | 48,749 | 43,737 |
Machinery and equipment | 239,519 | 227,535 |
Gross property, plant and equipment | 288,268 | 271,272 |
Less: Accumulated depreciation | (187,503) | (176,751) |
Property, plant and equipment, net | 100,765 | 94,521 |
Goodwill | 538,792 | 530,081 |
Other intangibles, net | 210,160 | 220,489 |
Other long-term assets | 27,245 | 24,938 |
Total assets | 1,504,785 | 1,516,955 |
Current liabilities | ||
Trade accounts payable | 142,199 | 133,387 |
Accrued compensation and benefits | 48,093 | 50,939 |
Current maturities of debt and short-term borrowings | 30,000 | 30,000 |
Income taxes payable | 17,605 | 6,080 |
Liabilities held for sale | 0 | 101,083 |
Other current liabilities | 63,437 | 57,445 |
Total current liabilities | 301,334 | 378,934 |
Long-term debt | 510,007 | 531,940 |
Deferred income taxes | 19,491 | 29,859 |
Pension and postretirement benefit liabilities | 18,692 | 19,862 |
Other long-term liabilities | 54,233 | 55,821 |
Total liabilities | 903,757 | 1,016,416 |
Shareholders’ equity | ||
Class A common stock, $0.20 par value per share, authorized 168,000,000 shares, issued 81,136,242 and 80,200,110 shares, respectively | 16,227 | 16,040 |
Additional paid-in capital | 159,653 | 138,449 |
Treasury stock, at cost, 20,439,434 shares | (617,731) | (617,731) |
Retained earnings | 1,207,059 | 1,191,042 |
Accumulated other comprehensive loss | (164,180) | (227,261) |
Stock held in trust | (2,594) | (2,696) |
Deferred compensation liability | 2,594 | 2,696 |
Total shareholders’ equity | 601,028 | 500,539 |
Total liabilities and shareholders’ equity | $ 1,504,785 | $ 1,516,955 |
CONDENSED CONSOLIDATED BALANCE5
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - shares | May 31, 2018 | Aug. 31, 2017 |
Treasury Stock, Shares | 20,439,434 | 20,439,434 |
Common Class A | ||
Common Stock, Shares Authorized | 168,000,000 | 168,000,000 |
Common Stock, Shares, Issued | 81,136,242 | 80,200,110 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
May 31, 2018 | May 31, 2017 | |
Operating Activities | ||
Net earnings | $ 16,017 | $ 32,551 |
Adjustments to reconcile net earnings to net cash provided by operating activities: | ||
Impairment & divestiture charges, including tax expense | 12,385 | 0 |
Depreciation and amortization | 30,800 | 32,262 |
Stock based compensation expense | 11,951 | 14,852 |
(Benefit) expense for deferred income taxes | (10,579) | 1,364 |
Amortization of debt issuance costs | 1,239 | 1,244 |
Other non-cash adjustments | 347 | 1,023 |
Changes in components of working capital and other, excluding acquisitions and divestitures: | ||
Accounts receivable | (21,456) | (22,618) |
Inventories | (22,590) | (319) |
Trade accounts payable | 5,162 | 13,457 |
Prepaid expenses and other assets | (13,692) | (7,112) |
Income taxes payable/receivable | 25,989 | (19,273) |
Accrued compensation and benefits | (2,181) | 3,769 |
Other accrued liabilities | 2,197 | 862 |
Cash provided by operating activities | 35,589 | 52,062 |
Investing Activities | ||
Capital expenditures | (18,716) | (22,919) |
Proceeds from sale of property, plant and equipment | 148 | 244 |
Rental asset lease buyout for Viking divestiture | (27,718) | 0 |
Proceeds from sale of business, net of transaction costs | 8,780 | 0 |
Cash paid for business acquisitions, Net of Cash Acquired | (22,326) | 0 |
Cash used in investing activities | (59,832) | (22,675) |
Financing Activities | ||
Principal repayments on term loan | (22,500) | (11,250) |
Repayments of Senior Debt | (500) | |
Stock option exercises and other | 10,435 | 7,314 |
Taxes paid related to the net share settlement of equity awards | (1,279) | (999) |
Payments of deferred acquisition consideration | 0 | (742) |
Payments of Dividends | (2,390) | (2,358) |
Cash used in financing activities | (15,734) | (8,535) |
Effect of exchange rate changes on cash | (104) | (1,502) |
Net (decrease) increase in cash and cash equivalents | (40,081) | 19,350 |
Cash and cash equivalents - beginning of period | 229,571 | 179,604 |
Cash and cash equivalents - end of period | 189,490 | 198,954 |
Line of Credit | Senior Credit Facility - Term Loan | ||
Financing Activities | ||
Principal repayments on term loan | (22,500) | (11,250) |
Senior Notes | 5.625% Senior Notes | ||
Financing Activities | ||
Repayments of Senior Debt | 0 | $ (500) |
Viking [Domain] | ||
Investing Activities | ||
Proceeds from sale of business, net of transaction costs | 8,780 | |
FY18 Acquisitions (Mirage Machines and Equalizer) [Domain] | ||
Investing Activities | ||
Cash paid for business acquisitions, Net of Cash Acquired | $ (22,326) |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
May 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Note 1. Basis of Presentation General The accompanying unaudited condensed consolidated financial statements of Actuant Corporation (“Actuant,” or the “Company”) have been prepared in accordance with generally accepted accounting principles 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 generally accepted accounting principles for complete financial statements. The condensed consolidated balance sheet data as of August 31, 2017 was derived from the Company’s audited financial statements, but does not include all disclosures required by United States generally accepted accounting principles. For additional information, including the Company’s significant accounting policies, refer to the consolidated financial statements and related footnotes in the Company’s fiscal 2017 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 and nine months ended May 31, 2018 are not necessarily indicative of the results that may be expected for the entire fiscal year ending August 31, 2018 . New Accounting Pronouncements In March 2016, the FASB issued ASU 2016-09, Stock Compensation: Improvements to Employee Share-Based Payment Accounting, to simplify several aspects of accounting for share-based payment transactions. Under the guidance it is required, among other items, that all excess tax deficiencies or benefits be recorded as income tax expense or benefit in the statement of earnings and not in additional paid-in capital (shareholder's equity). This guidance was adopted on September 1, 2017 and the impact of adopting this guidance had the following effects: • for the three and nine months ended May 31, 2018, we recorded $0.1 million and $1.6 million , respectively, in excess tax deficiency as an increase to our income tax expense. This requirement was applied prospectively; • excess tax benefits are now presented as operating activities in the statement of cash flows, rather than as financing activities. The Company chose to apply this requirement retrospectively, and as a result, reclassified approximately $0.6 million of excess tax benefits recognized during the nine months ended May 31, 2017 from financing activities to operating activities in the condensed consolidated statement of cash flows; • our computation of diluted earnings per share now excludes the excess tax benefits or deficiencies from the assumed proceeds available to repurchase shares. This requirement was applied prospectively. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers. Under ASU 2014-09 and subsequent updates included in ASU 2016-10, ASU 2016-12, ASU 2017-13 and ASU 2017-14, an entity will recognize revenue when it transfers promised goods or services to customers in an amount that reflects what it expects to receive in exchange for the goods or services. It also requires more detailed disclosures to enable users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. This guidance is effective for fiscal years beginning on or after December 15, 2017 (fiscal 2019 for the Company). The Company continues to assess its various revenue streams to identify performance obligations under these ASUs and the key aspects of the standard that will impact the Company's revenue recognition process. Based upon our preliminary assessments, these standards may impact our allocation of contract revenue between various products and services and the timing of when those revenues are recognized, but the Company does not expect a material or significant impact to amounts recognized. The Company expects to finalize its assessment process in the fourth quarter of fiscal 2018. In March 2017, the FASB issued ASU 2017-07, Compensation-Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost, which changes how employers that sponsor defined benefit pension or other postretirement benefit plans present the net periodic benefit cost in the income statement. The new guidance requires the service cost component of net periodic benefit cost to be presented in the same income statement line items as other employee compensation costs arising from services rendered during the period. Other components of the net periodic benefit cost are to be stated separately from service cost and outside of operating income. This guidance is effective for fiscal years beginning after December 15, 2017 (fiscal 2019 for the Company) and interim periods within those annual periods. The amendment is to be applied retrospectively. Due to a majority of the Company's defined benefit pension or other postretirement benefit plans being frozen and the net periodic benefit pension cost not being significant, the Company does not believe that adoption of this guidance will have a significant impact on the financial statements of the Company. In August 2016, the FASB issued ASU 2016‑15, Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments , to address how certain cash receipts and cash payments are presented and classified in the statement of cash flows. This update addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice. This guidance is effective for fiscal years beginning after December 15, 2017 (fiscal 2019 for the Company), including interim periods within those fiscal years. This update will require adoption on a retrospective basis unless it is impracticable to apply. The Company does not believe that this guidance will have a significant impact on its presentation of the statement of cash flows. In February 2016, the FASB issued ASU 2016-02, Leases (and subsequently ASU 2018-01) , to increase transparency and comparability among organizations by recognizing all lease transactions (with terms in excess of 12 months) on the balance sheet as a lease liability and a right-of-use asset. This guidance is effective for fiscal years beginning after December 15, 2018 (fiscal 2020 for the Company), including interim periods within those fiscal years. Upon adoption, the lessee will apply the new standard retrospectively to all periods presented under a modified retrospective approach using a cumulative effect adjustment in the year of adoption. The Company is currently gathering, documenting and analyzing lease agreements subject to this ASU and anticipates material additions to the balance sheet (upon adoption) of right-of-use assets, offset by the associated liabilities, due to our routine use of operating leases over time. 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. This guidance is effective for fiscal years beginning after December 15, 2018 (fiscal 2020 for Company), including interim periods within those fiscal years. The Company is currently evaluating the impact of this new standard on our consolidated financial statements. Accumulated Other Comprehensive Loss The following is a summary of the Company's accumulated other comprehensive loss (in thousands): May 31, 2018 August 31, 2017 Foreign currency translation adjustments $ 145,319 $ 207,804 Pension and other postretirement benefit plans, net of tax 18,861 19,457 Accumulated other comprehensive loss $ 164,180 $ 227,261 |
Director & Officer Transition C
Director & Officer Transition Charges (Notes) | 9 Months Ended |
May 31, 2018 | |
Compensation Related Costs [Abstract] | |
Compensation Related Costs, General [Text Block] | Note 2. Director & Officer Transition Charges During the nine months ended May 31, 2017 , the Company recorded separation and transition charges of $7.8 million in connection with the retirement of one director of the Company's Board of Directors and the transition of the Executive Vice President/Chief Financial Officer. The charges were mainly comprised of compensation expense for accelerated equity vesting, severance, outplacement, legal, signing bonus and relocation costs. |
Restructuring Charges (Notes)
Restructuring Charges (Notes) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
May 31, 2018 | May 31, 2017 | May 31, 2018 | May 31, 2017 | |
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. Total restructuring charges for these activities were $1.2 million and $0.4 million in the three months ended May 31, 2018 and 2017 , respectively. Year-to-date restructuring charges totaled $12.1 million and $5.4 million for fiscal 2018 and 2017. Approximately $0.9 million of the restructuring charges recognized in the nine months ended May 31, 2018 were reported in the Consolidated Statements of Earnings in “Cost of products sold,” with the balance of the charges reported in “Restructuring charges.” Liabilities for severance will generally be paid during the next twelve months, while future lease payments related to facilities vacated as a result of restructuring will be paid over the underlying remaining lease terms. The following rollforwards summarize restructuring reserve activity by segment (in thousands): Nine Months Ended May 31, 2018 Industrial Energy Engineered Solutions Corporate Total Balance as of August 31, 2017 $ 202 $ 3,613 $ 1,792 $ 30 $ 5,637 Restructuring charges 2,797 3,969 497 4,836 12,099 Cash payments (1,411 ) (3,305 ) (1,661 ) (2,160 ) (8,537 ) Other non-cash uses of reserve (849 ) (1 ) (858 ) (1 ) (291 ) (2,093 ) (1) (4,091 ) Impact of changes in foreign currency rates (49 ) (120 ) (5 ) — (174 ) Balance as of May 31, 2018 $ 690 $ 3,299 $ 332 $ 613 $ 4,934 (1) Majority of non-cash uses of reserve represents accelerated equity vesting in connection with employee severance agreements. Nine Months Ended May 31, 2017 Industrial Energy Engineered Solutions Corporate Total Balance as of August 31, 2016 $ 1,343 $ 3,021 $ 1,863 $ 46 $ 6,273 Restructuring charges 1,686 39 3,627 81 5,433 Cash payments (2,060 ) (1,123 ) (3,128 ) (83 ) (6,394 ) Other non-cash uses of reserve (437 ) (7 ) (13 ) (44 ) (501 ) Impact of changes in foreign currency rates (19 ) (2 ) (10 ) — (31 ) Balance as of May 31, 2017 $ 513 $ 1,928 $ 2,339 $ — $ 4,780 | |||
Restructuring Charges, including recorded in Cost of Product Sold | $ 1,200 | $ 384 | $ 12,099 | $ 5,433 |
Acquisitions
Acquisitions | 9 Months Ended |
May 31, 2018 | |
Business Combinations [Abstract] | |
Business Combination Disclosure [Text Block] | Note 4. Acquisitions During fiscal 2018, the Company completed two acquisitions which resulted in the recognition of goodwill in the Company’s consolidated financial statements because their purchase prices reflected the future earnings and cash flow potential of the acquired companies, as well as the complementary strategic fit and resulting synergies. The Company makes an initial allocation of the purchase price, at the date of acquisition, based upon the fair value of the acquired assets and assumed liabilities. The Company obtains this information during due diligence and through other sources. If additional information is obtained about these assets and liabilities within the measurement period (not to exceed one year from the date of acquisition), the Company will refine its estimates of fair value and adjust the purchase price allocation accordingly. The Company acquired the stock and certain assets of Mirage Machines, Ltd. ("Mirage") on December 1, 2017 for a purchase price of $17.5 million , net of cash acquired. This Energy segment tuck-in acquisition is a provider of industrial and energy maintenance tools. The purchase price allocation resulted in $9.8 million of goodwill (which is not deductible for tax purposes) and $4.1 million of intangible assets, including $2.3 million of indefinite lived tradenames and $1.8 million of amortizable customer relationships. During the three months ended May 31, 2018, goodwill related to this acquisition increased by $1.0 million as a result of final working capital and earnout adjustments that will be settled in cash in the fourth quarter of fiscal 2018. The Company acquired the stock and certain assets of Equalizer International, Limited ("Equalizer") on May 11, 2018 for a purchase price of $5.8 million , net of cash acquired and subject to closing working capital adjustments. This Industrial segment tuck-in is a provider of industrial and energy maintenance tools. The preliminary purchase price allocation resulted in $2.3 million of goodwill and $1.9 million of intangible assets, including $0.8 million of indefinite lived tradenames and $1.1 million of amortizable customer relationships. The Company incurred acquisition transaction costs of $0.3 million and $0.7 million in the three and nine months ended May 31, 2018 (included in selling, administrative and engineering expenses in the condensed consolidated statement of earnings) related to these two acquisitions. The two acquisitions generated combined net sales of $3.1 million and $5.1 million for the three and nine months ended May 31, 2018 , respectively. Because the net sales and earnings impact of both acquisitions are not material to the three and nine months ended May 31, 2018 and 2017 , respectively, the Company has not included the pro forma operating result disclosures otherwise required for acquisitions. The following table summarizes the combined estimated fair value of the assets acquired and the liabilities assumed for Mirage and Equalizer (in thousands): Total Accounts receivable, net $ 2,301 Inventories, net 4,196 Other current assets 341 Property, plant & equipment 2,055 Goodwill 12,085 Other intangibles 6,049 Trade accounts payable (2,091 ) Accrued compensation and benefits (92 ) Income taxes payable (753 ) Other current liabilities (117 ) Deferred income taxes (703 ) Total consideration, net of cash acquired 23,271 Remaining consideration to be paid (945 ) Cash paid for business acquisitions, net of cash acquired $ 22,326 |
Divestiture Activities Divestit
Divestiture Activities Divestiture Activities (Notes) | 9 Months Ended |
May 31, 2018 | |
Divestiture Activities [Abstract] | |
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] | Note 5. Divestiture Activities On December 1, 2017, the Company completed the sale of the Viking business for net cash proceeds of $8.8 million , net of transaction costs of $1.6 million . In the second quarter of fiscal 2018, we recognized an after-tax impairment and divestiture charge of $12.4 million comprised of real estate lease exit charges related to retained facilities that became vacant as a result of the Viking divestiture ( $3.0 million ) and approximately $9.4 million of associated discrete income tax expense. The divestiture resulted in the Company's exit from the offshore mooring market and significantly limited our exposure to the upstream, offshore oil & gas market. The historic results of the Viking business are not material to the consolidated financial results of the Company and are included in continuing operations. The Viking business had net sales of $4.1 million and $15.6 million in the three and nine months ended May 31, 2017 , respectively. In addition, net sales were $2.7 million for the nine months ended May 31, 2018. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 9 Months Ended |
May 31, 2018 | |
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 can result from changes in foreign currency exchange rates, business acquisitions, divestitures or impairment charges. The changes in the carrying amount of goodwill for the nine months ended May 31, 2018 are as follows (in thousands): Industrial Energy Engineered Solutions Total Balance as of August 31, 2017 $ 103,875 $ 188,830 $ 237,376 $ 530,081 Business acquisitions 2,277 9,808 — 12,085 Impact of changes in foreign currency rates (593 ) 148 (2,929 ) (3,374 ) Balance as of May 31, 2018 $ 105,559 $ 198,786 $ 234,447 $ 538,792 The gross carrying value and accumulated amortization of the Company’s other intangible assets are as follows (in thousands): May 31, 2018 August 31, 2017 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 15 $ 265,149 $ 165,781 $ 99,368 $ 263,498 $ 153,003 $ 110,495 Patents 10 30,293 25,121 5,172 30,401 24,027 6,374 Trademarks and tradenames 18 21,034 10,122 10,912 21,498 9,396 12,102 Other intangibles 3 6,656 6,416 240 6,672 6,234 438 Indefinite lived intangible assets: Tradenames N/A 94,468 — 94,468 91,080 — 91,080 $ 417,600 $ 207,440 $ 210,160 $ 413,149 $ 192,660 $ 220,489 The Company estimates that amortization expense will be $5.1 million for the remaining three months of fiscal 2018 . Amortization expense for future years is estimated to be: $20.0 million in fiscal 2019 , $19.3 million in 2020 , $18.4 million in fiscal 2021 , $16.4 million in fiscal 2022 , $13.4 million in fiscal 2023 and $23.1 million 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. |
Product Warranty Costs
Product Warranty Costs | 9 Months Ended |
May 31, 2018 | |
Guarantees [Abstract] | |
Product Warranty Costs | Note 7. Product Warranty Costs The Company generally offers its customers a warranty on products sold, although warranty periods vary by product type and application. The reserve for future warranty claims is based on historical claim rates and current warranty cost experience. The following is a rollforward of the product warranty reserves for the nine months ended May 31, 2018 and 2017 (in thousands): Nine Months Ended May 31, 2018 2017 Beginning balance $ 6,616 $ 5,592 Provision for warranties 4,213 2,569 Warranty payments and costs incurred (5,604 ) (3,993 ) Impact of changes in foreign currency rates 95 (13 ) Ending balance $ 5,320 $ 4,155 |
Debt
Debt | 9 Months Ended |
May 31, 2018 | |
Debt Disclosure [Abstract] | |
Debt | Note 8. Debt The following is a summary of the Company’s long-term indebtedness (in thousands): May 31, 2018 August 31, 2017 Senior Credit Facility Revolver $ — $ — Term Loan 255,000 277,500 Total Senior Credit Facility 255,000 277,500 5.625% Senior Notes 287,559 287,559 Total Senior Indebtedness 542,559 565,059 Less: Current maturities of long-term debt (30,000 ) (30,000 ) Debt issuance costs (2,552 ) (3,119 ) Total long-term debt, net $ 510,007 $ 531,940 The Company’s Senior Credit Facility matures on May 8, 2020 and provides a $600 million revolver, an amortizing term loan and a $450 million expansion option, subject to certain conditions. Borrowings are subject to a pricing grid, which can result in increases or decreases to the borrowing spread, depending on the Company’s leverage ratio, ranging from 1.00% to 2.25% in the case of loans bearing interest at LIBOR and from 0.00% to 1.25% in the case of loans bearing interest at the base rate. As of May 31, 2018 , the borrowing spread on LIBOR based borrowings was 2.00% (aggregating to a 4.00% variable rate borrowing cost on the outstanding term loan balance). In addition, a non-use fee is payable quarterly on the average unused credit line under the revolver ranging from 0.15% to 0.35% per annum. As of May 31, 2018 , the unused credit line under the revolver was $598.3 million , of which $146.1 million was available for borrowing. Quarterly term loan principal payments of $3.8 million began on June 30, 2016 , increased to $7.5 million starting on June 30, 2017 and extend through March 31, 2020 , with the remaining principal due at maturity. The Senior Credit Facility, which is secured by substantially all of the Company’s domestic personal property assets, also contains customary limits and restrictions concerning investments, sales of assets, liens on assets, dividends and other payments. The two financial covenants included in the Senior Credit Facility agreement are a maximum leverage ratio of 3.75 :1 and a minimum interest coverage ratio of 3.5 :1. The Company was in compliance with all financial covenants at May 31, 2018 . Subsequent to quarter-end (June 22, 2018) and pursuant to the provisions of the Senior Credit Facility, the Company reduced the borrowing capacity on the revolver from $600 million to $300 million . The amount available for borrowing under the revolver was not impacted by the June 2018 reduction in borrowing capacity. This reduction in borrowing capacity is expected to reduce the non-use fee on the average unused credit line under the revolver. The Company estimates a charge of $1.0 million in the fourth quarter of fiscal 2018 for the write-off of deferred financing costs associated with the reduced borrowing capacity. On April 16, 2012 , the Company issued $300 million of 5.625% Senior Notes due 2022 (the “Senior Notes”), of which $287.6 million remains 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 (ranging from 100.0% to 102.8% ), plus accrued and unpaid interest. The Company repurchased $0.5 million of Senior Notes at a redemption price of 103% in the three months ended May 31, 2017 . The Company was in compliance with all the terms of the Senior Notes at May 31, 2018 . |
Fair Value Measurement
Fair Value Measurement | 9 Months Ended |
May 31, 2018 | |
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 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 participation would use in pricing an asset or liability. The fair value of the Company’s cash and cash equivalents, accounts receivable, accounts payable and variable rate long-term debt approximated book value at both May 31, 2018 and August 31, 2017 due to their short-term nature and the fact that the interest rates approximated market rates. Foreign currency exchange contracts are recorded at fair value. The fair value of the Company's foreign currency exchange contracts was a net asset of $0.2 million at May 31, 2018 and a net liability of $0.2 million at August 31, 2017 . 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 $291.5 million and $295.8 million at May 31, 2018 and August 31, 2017 , respectively. The fair value of the Senior Notes was based on quoted inactive market prices and is therefore classified as Level 2 within the valuation hierarchy. |
Derivatives
Derivatives | 9 Months Ended |
May 31, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives | Note 10. Derivatives All derivatives are recognized in the balance sheet at their estimated fair value. On the date the Company enters into a derivative contract, it designates the derivative as a hedge of a recognized asset or liability (fair value hedge) or a hedge of a forecasted transaction or of the variability of cash flows to be received or paid related to a recognized asset or liability (cash flow hedge). The Company does not enter into derivatives for speculative purposes. Changes in the value of fair value hedges and non-designated hedges are recorded in earnings along with the gain or loss on the hedged asset or liability, while changes in the value of 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 has historically hedged portions of its forecasted inventory purchases and other cash flows that are denominated in non-functional currencies (cash flow hedges). However, there were no cash flow hedges outstanding at May 31, 2018 and August 31, 2017 . The Company also 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 (income) expense in the condensed consolidated statement of earnings). The U.S. dollar equivalent notional value of these short duration foreign currency exchange contracts (fair value hedges or non-designated hedges) was $24.4 million and $22.0 million at May 31, 2018 and August 31, 2017 , respectively. The fair value of outstanding foreign currency exchange contracts was a net asset of $0.2 million at May 31, 2018 and a net liability of $0.2 million at August 31, 2017 . Net foreign currency gain (loss) related to these derivative instruments were as follows (in thousands): Three Months Ended May 31, Nine Months Ended May 31, 2018 2017 2018 2017 Foreign currency gain (loss), net $ 524 $ (484 ) $ 664 $ (2,450 ) |
Capital Stock and Share Repurch
Capital Stock and Share Repurchase | 9 Months Ended |
May 31, 2018 | |
Earnings Per Share [Abstract] | |
Capital Stock and Share Repurchase | Note 11. Capital Stock and Share Repurchases 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 20,439,434 shares of common stock for $617.7 million . As of May 31, 2018 , the maximum number of shares that may yet be purchased under the programs is 7,560,566 shares. There were no share repurchases in the three and nine months ended May 31, 2018 . The reconciliation between basic and diluted earnings per share is as follows (in thousands, except per share amounts): Three Months Ended May 31, Nine Months Ended May 31, 2018 2017 2018 2017 Numerator: Net earnings $ 29,012 $ 22,511 $ 16,017 $ 32,551 Denominator: Weighted average common shares outstanding - basic 60,683 59,675 60,291 59,339 Net effect of dilutive securities - stock based compensation plans 381 727 559 716 Weighted average common shares outstanding - diluted 61,064 60,402 $ 60,850 $ 60,055 Basic earnings per share $ 0.48 $ 0.38 $ 0.27 $ 0.55 Diluted earnings per share $ 0.48 $ 0.37 $ 0.26 $ 0.54 Anti-dilutive securities from stock based compensation plans (excluded from earnings per share calculation) 1,788 1,969 2,338 1,981 |
Income Taxes
Income Taxes | 9 Months Ended |
May 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 12. Income Taxes The Company's income tax expense or benefit is impacted by a number of factors, including the amount of taxable earnings generated in foreign jurisdictions with tax rates that are lower than the U.S. federal statutory rate, permanent items, state tax rates, changes in tax laws, acquisitions and divestitures and the ability to utilize various tax credits and net operating loss carryforwards. 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. Both fiscal 2018 and 2017 include the benefits of tax planning initiatives. Comparative earnings before income taxes, income tax expense or benefit and effective income tax rates are as follows (amounts in thousands): Three Months Ended May 31, Nine Months Ended May 31, 2018 2017 2018 2017 Earnings before income taxes $ 25,017 $ 18,482 $ 33,465 $ 25,724 Income tax (benefit) expense (3,995 ) (4,029 ) 17,448 (6,827 ) Effective income tax rate (16.0 )% (21.8 )% 52.1 % (26.5 )% The Company’s income tax expense and effective tax rate for the three and nine months ended May 31, 2018 were impacted by the Tax Cuts and Jobs Act (the “Act”), which was enacted into law on December 22, 2017. The Act includes significant changes to the U.S. corporate income tax system which reduces the U.S. federal corporate income tax rate from 35% to 21% as of January 1, 2018; shifts to a modified territorial tax regime which requires companies to pay a transition tax on earnings of certain foreign subsidiaries that were previously deferred from U.S. income tax; and creates new taxes on certain foreign-sourced earnings. The decrease in the U.S. federal corporate income tax rate from 35% to 21% results in a blended statutory tax rate of 25.7% for the Company's fiscal year ending August 31, 2018 . The new taxes for certain foreign-sourced earnings under the Act are effective for the Company in fiscal 2019. Income tax effects resulting from changes in tax laws are accounted for by the Company in the period in which the law is enacted and the effects are recorded as a component of income tax expense or benefit. However, pursuant to SEC Staff Accounting Bulletin No. 118, provisional amounts resulting from the Act were recorded in the second quarter of fiscal 2018 and those amounts continue to be revised as new and better information becomes available. During the third quarter of fiscal 2018, the IRS published Notice 2018-26 which required modifications to the tax planning and provisional Act-related amounts recorded by the Company in its second quarter. As a result, the Company recorded provisional income tax benefits resulting from the Act totaling $12.9 million during the three months ended May 31, 2018 and $4.5 million during the nine months ended May 31, 2018 . The year-to-date income tax benefit includes (i) a transition tax of $6.1 million on the Company’s total post-1986 earnings and profits (“E&P”) which, prior to the Act, were previously deferred from U.S. income tax, (ii) a $13.2 million decrease in income tax expense as a result of the re-measurement of the Company’s deferred tax assets and liabilities to the new corporate tax rate of 21% and (iii) $2.6 million in valuation allowances recorded against foreign tax credits as future utilization is now uncertain. The amounts recorded are provisional and represent the Company’s best estimate of the tax effects of the Act as of May 31, 2018 . Amounts recorded are based in part on a reasonable estimate of the effects on the transition tax and existing deferred tax balances which are subject to change and modification. Provisional amounts recorded may further change as a result of the following: • The amount recorded for the transition tax liability is a provisional amount based on current estimates of total post-1986 foreign E&P and the income tax pools for all foreign subsidiaries which will continue to be refined over the coming periods. Further, the transition tax is based in part on the amount of those earnings held in cash and other specified assets. The transition tax liability may change when the Company finalizes the calculation of post-1986 foreign E&P previously deferred from U.S. federal taxation and finalizes the amounts held in cash or other specified assets as of August 31, 2018 . Further interpretations from U.S. federal and state governments and regulatory organizations may change the provisional tax liability or the accounting treatment of the provisional tax liability. It is anticipated that the amounts resulting from the transition tax will be fully offset by available foreign tax credits and will not result in significant future cash tax payments. In addition, there is a foreign tax credit carryforward on the balance sheet after the calculation of the transition tax liability. The Company is continuing to analyze the new provisions in order to determine future utilization of the credits and is anticipating further interpretive guidance in connection with the utilization of foreign tax credits going forward. As such, we are not yet able to reasonably estimate the future utilization of the foreign tax credits and have recorded the aforementioned valuation allowance. • The Company is still analyzing certain aspects of the Act and refining the estimate of the expected revaluation of its deferred tax balances. This can potentially affect the measurement of these balances or potentially give rise to new deferred tax amounts. In addition, the Act provides for accelerated first year expensing of certain capital expenditures for which an estimate has been included in the estimated deferred balances for the year but will continue to be refined as the year progresses. The Act also provides changes related to the limits of deduction for employee compensation. The Company is treating any future non-deductible compensation as impacting deductible compensation expenses in the period incurred until further guidance is provided. • The Act also includes a provision designed to tax global intangible low taxed income (GILTI) which will be effective in fiscal 2019. Under the provision, a U.S. shareholder is required to include in gross income the amount of its GILTI, which is generally the net income of its controlled foreign corporations in excess of a 10% return on depreciable tangible assets after identification of other income subject to non-deferral rules. Due to the complexity of the new GILTI tax rules and uncertainty of the application of the foreign tax credit rules in relation to GILTI, we are continuing to evaluate this provision of the Act, the application of ASC 740, and are considering available accounting policy alternatives to either record the U.S. income tax effect of future GILTI inclusions in the period in which they arise or establish deferred taxes with respect to the expected future tax liabilities associated with future GILTI inclusions. Our accounting policies depend, in part, on analyzing our global income to determine whether we expect a tax liability resulting from the application of this provision, and, if so, whether and when to record related current and deferred income taxes. Whether we intend to recognize deferred tax liabilities related to the GILTI provisions is dependent, in part, on our assessment of the Company's future operating structure. In addition, we are awaiting further interpretive guidance in connection with the computation of the GILTI tax. For these reasons, we are not yet able to reasonably estimate the effect of this provision of the Act. Therefore, we have not made any adjustments relating to potential GILTI tax in our consolidated financial statements and have not made a policy decision regarding our accounting for GILTI. • Prior to the Act, our practice and intention was to reinvest the earnings in our non-U.S. subsidiaries outside of the U.S., and no U.S. deferred income taxes or foreign withholding taxes were recorded. The transition tax noted above will result in the previously untaxed foreign earnings being included in the federal and state fiscal 2018 taxable income. We are currently analyzing our global working capital requirements and the potential tax liabilities that would be incurred if the non-U.S. subsidiaries distribute cash to the U.S. parent, which may include withholding taxes, local country taxes and potential U.S. state taxation. Furthermore, the transition tax will reduce the outside basis differences in our foreign corporations and any remaining temporary difference will potentially have some interaction with the GILTI tax noted above. For these reasons, we are not yet able to reasonably estimate the effect of this provision of the Act and have not recorded any withholding or state tax liabilities, any deferred taxes attributable to GILTI (as noted above) or any deferred taxes attributable to our investment in our foreign subsidiaries. • We are also currently analyzing certain additional provisions of the Act that come into effect in fiscal 2019 and will determine if and how these items would impact the effective tax rate in the year the income or expense occurs. These provisions include the Base Erosion Anti-Abuse Tax (BEAT), eliminating U.S. federal income taxes on dividends from foreign subsidiaries, the new provision that could limit the amount of deductible interest expense, and the limitations on the deductibility of certain executive compensation. The Company's effective tax rate for the nine months ended May 31, 2018 was 52.1% compared to (26.5)% for the comparable prior year period. The effective tax rate for the current year results in significantly greater tax expense than the comparable prior year period due to the non-recurrence of the fiscal 2017 recognition of income tax planning benefits resulting from certain losses from prior years for which no benefit was previously recognized and the fiscal 2018 tax planning impact of Notice 2018-26, offset by the provisional year-to-date tax benefits of the Act as described above. Additionally, the nine months ended May 31, 2018 also include discrete income tax expense of $9.4 million related to the Viking divestiture, $1.6 million related to excess deferred tax deficiencies on deductible equity compensation and the expiration of unexercised stock options, and tax expense related to the net increase in valuation allowances that is offset by a reduction in tax reserves primarily associated with the lapsing of income tax statutes of limitations. Both the current and prior year income tax rates were impacted by the proportion of earnings in foreign jurisdictions (with income tax rates lower than the U.S. federal income tax rate) and tax benefits derived from tax planning initiatives. In addition, the Company may release a material valuation allowance in a foreign jurisdiction in late fiscal 2018 or in fiscal 2019, if the Company determines that it is more likely than not the deferred tax assets will be realized. |
Segment Information
Segment Information | 9 Months Ended |
May 31, 2018 | |
Segment Reporting [Abstract] | |
Segment Information | Note 13. Segment Information The Company is a global manufacturer of a broad range of industrial products and systems and is organized into three reportable segments: Industrial, Energy and Engineered Solutions. The Industrial segment is primarily involved in the design, manufacture and distribution of branded hydraulic and mechanical tools to the maintenance, industrial, infrastructure and production automation markets. The Energy segment provides joint integrity products and services, as well as rope and cable solutions to the global oil & gas, power generation and other markets. Divestiture of the Viking business during the second quarter of fiscal 2018 resulted in the elimination of the sale and rental of customized off-shore vessel mooring solutions. The Engineered Solutions segment provides highly engineered position and motion control systems to original equipment manufacturers ("OEM") in various on and off-highway vehicle markets, as well as a variety of other products to the industrial and agricultural markets. The following tables summarize financial information by reportable segment and product line (in thousands): Three Months Ended May 31, Nine Months Ended May 31, 2018 2017 2018 2017 Net Sales by Reportable Product Line & Segment: Industrial Segment: Industrial Tools $ 98,970 $ 87,404 $ 270,919 $ 245,122 Heavy Lifting Technology 9,327 13,099 33,375 34,319 108,297 100,503 304,294 279,441 Energy Segment: Energy Maintenance & Integrity 63,421 59,905 169,020 176,316 Other Energy Solutions 20,436 23,575 56,670 64,694 83,857 83,480 225,690 241,010 Engineered Solutions Segment: On-Highway 66,556 57,710 190,735 159,952 Agriculture, Off-Highway and Other 58,386 53,734 160,497 139,686 124,942 111,444 351,232 299,638 $ 317,096 $ 295,427 $ 881,216 $ 820,089 Operating Profit: Industrial $ 25,999 $ 23,705 $ 61,023 $ 60,860 Energy (1) 6,269 905 2,050 3,537 Engineered Solutions 9,027 8,105 17,570 10,676 General Corporate (8,710 ) (5,383 ) (23,796 ) (26,070 ) $ 32,585 $ 27,332 $ 56,847 $ 49,003 (1) Energy segment operating profit includes impairment and divestiture charges of $3.0 million for the nine months ended May 31, 2018. May 31, 2018 August 31, 2017 Assets by Segment: Industrial $ 325,291 $ 329,134 Energy 463,026 482,963 Engineered Solutions 543,760 531,068 General Corporate 172,708 173,790 $ 1,504,785 $ 1,516,955 In addition to the impact of foreign currency exchange rate changes, the comparability of segment and product line information is impacted by acquisition/divestiture activities, impairment charges, director & officer transition 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 | 9 Months Ended |
May 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies and Litigation | Commitments and Contingencies The Company had outstanding letters of credit of $21.9 million and $22.1 million at May 31, 2018 and August 31, 2017 , respectively, the majority of which relate to commercial contracts and self-insured workers' compensation programs. 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, environmental, labor, patent claims 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 that 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 condition, 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 was $11.5 million using a weighted average discount rate of 3.16% at May 31, 2018 . The Company has facilities in numerous geographic locations that are subject to a range of environmental laws and regulations. Environmental expenditures over the past two years have not been material. Management believes that such costs will not have a material adverse effect on the Company’s financial position, results of operations or cash flows. |
Guarantor Subsidiaries
Guarantor Subsidiaries | 9 Months Ended |
May 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Guarantor Subsidiaries | 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 remains outstanding as of May 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 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 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 EARNINGS AND COMPREHENSIVE INCOME (LOSS) (in thousands) Three Months Ended May 31, 2018 Parent Guarantors Non-Guarantors Eliminations Consolidated Net sales $ 41,851 $ 101,780 $ 173,465 $ — $ 317,096 Cost of products sold 6,394 73,266 120,927 — 200,587 Gross profit 35,457 28,514 52,538 — 116,509 Selling, administrative and engineering expenses 22,480 18,439 36,651 — 77,570 Amortization of intangible assets 318 2,861 2,005 — 5,184 Restructuring charges 661 253 256 — 1,170 Operating profit 11,998 6,961 13,626 — 32,585 Financing costs (income), net 7,847 22 (113 ) — 7,756 Intercompany (income) expense, net (2,023 ) 7,120 (5,097 ) — — Other (income) expense, net (251 ) (8 ) 71 — (188 ) Earnings (loss) before income tax (benefit) expense 6,425 (173 ) 18,765 — 25,017 Income tax (benefit) expense (11,354 ) (86 ) 7,445 — (3,995 ) Net earnings (loss) before equity in earnings of subsidiaries 17,779 (87 ) 11,320 — 29,012 Equity in earnings of subsidiaries 11,233 13,406 1,157 (25,796 ) — Net earnings $ 29,012 $ 13,319 $ 12,477 $ (25,796 ) $ 29,012 Comprehensive income (loss) $ 8,059 $ 13,319 $ (9,092 ) $ (4,227 ) $ 8,059 CONDENSED CONSOLIDATING STATEMENTS OF EARNINGS AND COMPREHENSIVE INCOME (in thousands) Three Months Ended May 31, 2017 Parent Guarantors Non-Guarantors Eliminations Consolidated Net sales $ 39,753 $ 98,391 $ 157,283 $ — $ 295,427 Cost of products sold 9,944 71,565 111,114 — 192,623 Gross profit 29,809 26,826 46,169 — 102,804 Selling, administrative and engineering expenses 18,113 18,060 33,878 — 70,051 Amortization of intangible assets 318 2,865 1,854 — 5,037 Restructuring charges 99 153 132 — 384 Operating profit 11,279 5,748 10,305 — 27,332 Financing costs (income), net 7,558 — (5 ) — 7,553 Intercompany (income) expense, net (3,941 ) 3,958 (17 ) — — Intercompany dividends 5,353 — (5,353 ) — — Other (income) expense, net (159 ) 98 1,358 — 1,297 Earnings before income tax benefit 2,468 1,692 14,322 — 18,482 Income tax benefit (3,521 ) (168 ) (340 ) — (4,029 ) Net earnings before equity in earnings of subsidiaries 5,989 1,860 14,662 — 22,511 Equity in earnings of subsidiaries 16,523 15,475 1,754 (33,752 ) — Net earnings $ 22,511 $ 17,335 $ 16,416 $ (33,752 ) $ 22,511 Comprehensive income $ 42,835 $ 24,376 $ 28,358 $ (52,734 ) $ 42,835 CONDENSED CONSOLIDATING STATEMENTS OF EARNINGS AND COMPREHENSIVE INCOME (in thousands) Nine Months Ended May 31, 2018 Parent Guarantors Non-Guarantors Eliminations Consolidated Net sales $ 113,780 $ 272,686 $ 494,750 $ — $ 881,216 Cost of products sold 19,205 201,819 353,076 — 574,100 Gross profit 94,575 70,867 141,674 — 307,116 Selling, administrative and engineering expenses 60,385 54,119 106,046 — 220,550 Amortization of intangible assets 954 8,583 5,946 — 15,483 Restructuring charges 6,211 1,331 3,707 — 11,249 Impairment & divestiture charges (income) 4,217 — (1,230 ) — 2,987 Operating profit 22,808 6,834 27,205 — 56,847 Financing costs (income), net 23,247 65 (438 ) — 22,874 Intercompany (income) expense, net (11,942 ) 18,023 (6,081 ) — — Other (income) expense, net (211 ) 86 633 — 508 Earnings (loss) before income tax (benefit) expense 11,714 (11,340 ) 33,091 — 33,465 Income tax (benefit) expense (1,027 ) (1,883 ) 20,358 — 17,448 Net earnings (loss) before equity in earnings (loss) of subsidiaries 12,741 (9,457 ) 12,733 — 16,017 Equity in earnings (loss) of subsidiaries 3,276 12,745 (348 ) (15,673 ) — Net earnings $ 16,017 $ 3,288 $ 12,385 $ (15,673 ) $ 16,017 Comprehensive income $ 79,098 $ 3,288 $ 77,294 $ (80,582 ) $ 79,098 CONDENSED CONSOLIDATING STATEMENTS OF EARNINGS AND COMPREHENSIVE INCOME (in thousands) Nine Months Ended May 31, 2017 Parent Guarantors Non-Guarantors Eliminations Consolidated Net sales $ 106,435 $ 263,640 $ 450,014 $ — $ 820,089 Cost of products sold 27,087 194,802 315,003 — 536,892 Gross profit 79,348 68,838 135,011 — 283,197 Selling, administrative and engineering expenses 54,633 51,245 99,731 — 205,609 Amortization of intangible assets 954 8,859 5,555 — 15,368 Restructuring charges 826 1,317 3,290 — 5,433 Director & officer transition charges 7,784 — — — 7,784 Operating profit 15,151 7,417 26,435 — 49,003 Financing costs (income), net 22,314 — (295 ) — 22,019 Intercompany (income) expense, net (16,891 ) 14,114 2,777 — — Intercompany dividends 5,353 (59,401 ) (5,353 ) 59,401 — Other expense (income), net 1,878 24 (642 ) — 1,260 Earnings before income tax (benefit) expense 2,497 52,680 29,948 (59,401 ) 25,724 Income tax (benefit) expense (6,084 ) (865 ) 122 — (6,827 ) Net earnings before equity in earnings of subsidiaries 8,581 53,545 29,826 (59,401 ) 32,551 Equity in earnings of subsidiaries 23,970 29,157 4,616 (57,743 ) — Net earnings $ 32,551 $ 82,702 $ 34,442 $ (117,144 ) $ 32,551 Comprehensive income $ 29,864 $ 71,992 $ 41,817 $ (113,809 ) $ 29,864 CONDENSED CONSOLIDATING BALANCE SHEETS (in thousands) May 31, 2018 Parent Guarantors Non-Guarantors Eliminations Consolidated ASSETS Current assets Cash and cash equivalents $ 36,411 $ — $ 153,079 $ — $ 189,490 Accounts receivable, net 18,176 55,856 138,252 — 212,284 Inventories, net 26,590 62,274 78,453 — 167,317 Other current assets 9,763 4,045 44,924 — 58,732 Total current assets 90,940 122,175 414,708 — 627,823 Property, plant & equipment, net 8,073 31,872 60,820 — 100,765 Goodwill 38,847 201,578 298,367 — 538,792 Other intangibles, net 7,202 129,460 73,498 — 210,160 Investment in subsidiaries 1,890,023 1,264,257 802,395 (3,956,675 ) — Intercompany receivable — 564,943 214,895 (779,838 ) — Other long-term assets 10,391 31 16,823 — 27,245 Total assets $ 2,045,476 $ 2,314,316 $ 1,881,506 $ (4,736,513 ) $ 1,504,785 LIABILITIES & SHAREHOLDERS' EQUITY Current liabilities Trade accounts payable $ 14,511 $ 30,284 $ 97,404 $ — $ 142,199 Accrued compensation and benefits 14,112 8,962 25,019 — 48,093 Current maturities of debt 30,000 — — — 30,000 Income taxes payable 6,069 — 11,536 — 17,605 Other current liabilities 18,931 6,521 37,985 — 63,437 Total current liabilities 83,623 45,767 171,944 — 301,334 Long-term debt 510,007 — — — 510,007 Deferred income taxes 13,659 — 5,832 — 19,491 Pension and post-retirement benefit liabilities 11,587 — 7,105 — 18,692 Other long-term liabilities 46,651 374 7,208 — 54,233 Intercompany payable 778,921 — 917 (779,838 ) — Shareholders’ equity 601,028 2,268,175 1,688,500 (3,956,675 ) 601,028 Total liabilities and shareholders’ equity $ 2,045,476 $ 2,314,316 $ 1,881,506 $ (4,736,513 ) $ 1,504,785 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 intangibles, 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) Nine Months Ended May 31, 2018 Parent Guarantors Non-Guarantors Eliminations Consolidated Operating Activities Net cash provided by operating activities $ 25,741 $ 9,439 $ 409 $ — $ 35,589 Investing Activities Capital expenditures (2,455 ) (7,806 ) (8,455 ) — (18,716 ) Proceeds from sale of property, plant and equipment — 99 49 — 148 Rental asset buyout for Viking divestiture — — (27,718 ) — (27,718 ) Proceeds from sale of business, net of transition costs 198 — 8,582 — 8,780 Cash paid for business acquisitions, net of cash acquired — (1,732 ) (20,594 ) — (22,326 ) Intercompany investment (100 ) — — 100 — Cash used in investing activities (2,357 ) (9,439 ) (48,136 ) 100 (59,832 ) Financing Activities Principal repayments on term loan (22,500 ) — — — (22,500 ) Stock option exercises and other 10,435 — — — 10,435 Taxes paid related to the net share settlement of equity awards (1,279 ) — — — (1,279 ) Cash dividend (2,390 ) — — — (2,390 ) Intercompany loan activity (5,954 ) — 5,954 — — Intercompany capital contribution — — 100 (100 ) — Cash (used in) provided by financing activities (21,688 ) — 6,054 (100 ) (15,734 ) Effect of exchange rate changes on cash — — (104 ) — (104 ) Net increase (decrease) in cash and cash equivalents 1,696 — (41,777 ) — (40,081 ) Cash and cash equivalents—beginning of period 34,715 — 194,856 — 229,571 Cash and cash equivalents—end of period $ 36,411 $ — $ 153,079 $ — $ 189,490 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (in thousands) Nine Months Ended May 31, 2017 Parent Guarantors Non-Guarantors Eliminations Consolidated Operating Activities Net provided by operating activities $ 82,834 $ 13,184 $ 20,798 $ (64,754 ) $ 52,062 Investing Activities Capital expenditures (2,706 ) (8,037 ) (12,176 ) — (22,919 ) Proceeds from sale of property, plant and equipment — 135 109 — 244 Cash used in investing activities (2,706 ) (7,902 ) (12,067 ) — (22,675 ) Financing Activities Principal repayments on term loan (11,250 ) — — — (11,250 ) Redemption of 5.625% Senior Notes (500 ) — — — (500 ) Stock option exercises and other 7,314 — — — 7,314 Taxes paid related to the net share settlement of equity awards (999 ) — — — (999 ) Payment of deferred acquisition consideration — — (742 ) — (742 ) Cash dividend (2,358 ) (5,353 ) (59,401 ) 64,754 (2,358 ) Intercompany loan activity (53,734 ) — 53,734 — — Cash used in financing activities (61,527 ) (5,353 ) (6,409 ) 64,754 (8,535 ) Effect of exchange rate changes on cash — — (1,502 ) — (1,502 ) Net increase (decrease) in cash and cash equivalents 18,601 (71 ) 820 — 19,350 Cash and cash equivalents—beginning of period 7,953 71 171,580 — 179,604 Cash and cash equivalents—end of period $ 26,554 $ — $ 172,400 $ — $ 198,954 |
Basis of Presentation Basis of
Basis of Presentation Basis of Presentation (Policies) | 9 Months Ended |
May 31, 2018 | |
Accounting Policies [Abstract] | |
New Accounting Pronouncements, Policy [Policy Text Block] | New Accounting Pronouncements In March 2016, the FASB issued ASU 2016-09, Stock Compensation: Improvements to Employee Share-Based Payment Accounting, to simplify several aspects of accounting for share-based payment transactions. Under the guidance it is required, among other items, that all excess tax deficiencies or benefits be recorded as income tax expense or benefit in the statement of earnings and not in additional paid-in capital (shareholder's equity). This guidance was adopted on September 1, 2017 and the impact of adopting this guidance had the following effects: • for the three and nine months ended May 31, 2018, we recorded $0.1 million and $1.6 million , respectively, in excess tax deficiency as an increase to our income tax expense. This requirement was applied prospectively; • excess tax benefits are now presented as operating activities in the statement of cash flows, rather than as financing activities. The Company chose to apply this requirement retrospectively, and as a result, reclassified approximately $0.6 million of excess tax benefits recognized during the nine months ended May 31, 2017 from financing activities to operating activities in the condensed consolidated statement of cash flows; • our computation of diluted earnings per share now excludes the excess tax benefits or deficiencies from the assumed proceeds available to repurchase shares. This requirement was applied prospectively. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers. Under ASU 2014-09 and subsequent updates included in ASU 2016-10, ASU 2016-12, ASU 2017-13 and ASU 2017-14, an entity will recognize revenue when it transfers promised goods or services to customers in an amount that reflects what it expects to receive in exchange for the goods or services. It also requires more detailed disclosures to enable users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. This guidance is effective for fiscal years beginning on or after December 15, 2017 (fiscal 2019 for the Company). The Company continues to assess its various revenue streams to identify performance obligations under these ASUs and the key aspects of the standard that will impact the Company's revenue recognition process. Based upon our preliminary assessments, these standards may impact our allocation of contract revenue between various products and services and the timing of when those revenues are recognized, but the Company does not expect a material or significant impact to amounts recognized. The Company expects to finalize its assessment process in the fourth quarter of fiscal 2018. In March 2017, the FASB issued ASU 2017-07, Compensation-Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost, which changes how employers that sponsor defined benefit pension or other postretirement benefit plans present the net periodic benefit cost in the income statement. The new guidance requires the service cost component of net periodic benefit cost to be presented in the same income statement line items as other employee compensation costs arising from services rendered during the period. Other components of the net periodic benefit cost are to be stated separately from service cost and outside of operating income. This guidance is effective for fiscal years beginning after December 15, 2017 (fiscal 2019 for the Company) and interim periods within those annual periods. The amendment is to be applied retrospectively. Due to a majority of the Company's defined benefit pension or other postretirement benefit plans being frozen and the net periodic benefit pension cost not being significant, the Company does not believe that adoption of this guidance will have a significant impact on the financial statements of the Company. In August 2016, the FASB issued ASU 2016‑15, Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments , to address how certain cash receipts and cash payments are presented and classified in the statement of cash flows. This update addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice. This guidance is effective for fiscal years beginning after December 15, 2017 (fiscal 2019 for the Company), including interim periods within those fiscal years. This update will require adoption on a retrospective basis unless it is impracticable to apply. The Company does not believe that this guidance will have a significant impact on its presentation of the statement of cash flows. In February 2016, the FASB issued ASU 2016-02, Leases (and subsequently ASU 2018-01) , to increase transparency and comparability among organizations by recognizing all lease transactions (with terms in excess of 12 months) on the balance sheet as a lease liability and a right-of-use asset. This guidance is effective for fiscal years beginning after December 15, 2018 (fiscal 2020 for the Company), including interim periods within those fiscal years. Upon adoption, the lessee will apply the new standard retrospectively to all periods presented under a modified retrospective approach using a cumulative effect adjustment in the year of adoption. The Company is currently gathering, documenting and analyzing lease agreements subject to this ASU and anticipates material additions to the balance sheet (upon adoption) of right-of-use assets, offset by the associated liabilities, due to our routine use of operating leases over time. 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. This guidance is effective for fiscal years beginning after December 15, 2018 (fiscal 2020 for Company), including interim periods within those fiscal years. The Company is currently evaluating the impact of this new standard on our consolidated financial statements. |
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): May 31, 2018 August 31, 2017 Foreign currency translation adjustments $ 145,319 $ 207,804 Pension and other postretirement benefit plans, net of tax 18,861 19,457 Accumulated other comprehensive loss $ 164,180 $ 227,261 |
Basis of Presentation Schedule
Basis of Presentation Schedule of Accumulated Other Comprehensive Income (Loss) (Tables) | 9 Months Ended |
May 31, 2018 | |
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): May 31, 2018 August 31, 2017 Foreign currency translation adjustments $ 145,319 $ 207,804 Pension and other postretirement benefit plans, net of tax 18,861 19,457 Accumulated other comprehensive loss $ 164,180 $ 227,261 |
Restructuring Charges (Tables)
Restructuring Charges (Tables) | 9 Months Ended |
May 31, 2018 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Costs [Table Text Block] | The following rollforwards summarize restructuring reserve activity by segment (in thousands): Nine Months Ended May 31, 2018 Industrial Energy Engineered Solutions Corporate Total Balance as of August 31, 2017 $ 202 $ 3,613 $ 1,792 $ 30 $ 5,637 Restructuring charges 2,797 3,969 497 4,836 12,099 Cash payments (1,411 ) (3,305 ) (1,661 ) (2,160 ) (8,537 ) Other non-cash uses of reserve (849 ) (1 ) (858 ) (1 ) (291 ) (2,093 ) (1) (4,091 ) Impact of changes in foreign currency rates (49 ) (120 ) (5 ) — (174 ) Balance as of May 31, 2018 $ 690 $ 3,299 $ 332 $ 613 $ 4,934 (1) Majority of non-cash uses of reserve represents accelerated equity vesting in connection with employee severance agreements. Nine Months Ended May 31, 2017 Industrial Energy Engineered Solutions Corporate Total Balance as of August 31, 2016 $ 1,343 $ 3,021 $ 1,863 $ 46 $ 6,273 Restructuring charges 1,686 39 3,627 81 5,433 Cash payments (2,060 ) (1,123 ) (3,128 ) (83 ) (6,394 ) Other non-cash uses of reserve (437 ) (7 ) (13 ) (44 ) (501 ) Impact of changes in foreign currency rates (19 ) (2 ) (10 ) — (31 ) Balance as of May 31, 2017 $ 513 $ 1,928 $ 2,339 $ — $ 4,780 |
Goodwill and Other Intangible25
Goodwill and Other Intangible Assets (Tables) | 9 Months Ended |
May 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Changes in the gross carrying value of goodwill and intangible assets can result from changes in foreign currency exchange rates, business acquisitions, divestitures or impairment charges. The changes in the carrying amount of goodwill for the nine months ended May 31, 2018 are as follows (in thousands): Industrial Energy Engineered Solutions Total Balance as of August 31, 2017 $ 103,875 $ 188,830 $ 237,376 $ 530,081 Business acquisitions 2,277 9,808 — 12,085 Impact of changes in foreign currency rates (593 ) 148 (2,929 ) (3,374 ) Balance as of May 31, 2018 $ 105,559 $ 198,786 $ 234,447 $ 538,792 |
Schedule Of Finite Lived And Indefinite Lived Intangible Assets Table | The gross carrying value and accumulated amortization of the Company’s other intangible assets are as follows (in thousands): May 31, 2018 August 31, 2017 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 15 $ 265,149 $ 165,781 $ 99,368 $ 263,498 $ 153,003 $ 110,495 Patents 10 30,293 25,121 5,172 30,401 24,027 6,374 Trademarks and tradenames 18 21,034 10,122 10,912 21,498 9,396 12,102 Other intangibles 3 6,656 6,416 240 6,672 6,234 438 Indefinite lived intangible assets: Tradenames N/A 94,468 — 94,468 91,080 — 91,080 $ 417,600 $ 207,440 $ 210,160 $ 413,149 $ 192,660 $ 220,489 |
Product Warranty Costs (Tables)
Product Warranty Costs (Tables) | 9 Months Ended |
May 31, 2018 | |
Guarantees [Abstract] | |
Schedule of Product Warranty Liability | The following is a rollforward of the product warranty reserves for the nine months ended May 31, 2018 and 2017 (in thousands): Nine Months Ended May 31, 2018 2017 Beginning balance $ 6,616 $ 5,592 Provision for warranties 4,213 2,569 Warranty payments and costs incurred (5,604 ) (3,993 ) Impact of changes in foreign currency rates 95 (13 ) Ending balance $ 5,320 $ 4,155 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
May 31, 2018 | |
Debt Disclosure [Abstract] | |
Long-Term Indebtedness | The following is a summary of the Company’s long-term indebtedness (in thousands): May 31, 2018 August 31, 2017 Senior Credit Facility Revolver $ — $ — Term Loan 255,000 277,500 Total Senior Credit Facility 255,000 277,500 5.625% Senior Notes 287,559 287,559 Total Senior Indebtedness 542,559 565,059 Less: Current maturities of long-term debt (30,000 ) (30,000 ) Debt issuance costs (2,552 ) (3,119 ) Total long-term debt, net $ 510,007 $ 531,940 |
Derivatives Derivatives (Tables
Derivatives Derivatives (Tables) | 9 Months Ended |
May 31, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments, Gain (Loss) [Table Text Block] | Net foreign currency gain (loss) related to these derivative instruments were as follows (in thousands): Three Months Ended May 31, Nine Months Ended May 31, 2018 2017 2018 2017 Foreign currency gain (loss), net $ 524 $ (484 ) $ 664 $ (2,450 ) |
Capital Stock and Share Repur29
Capital Stock and Share Repurchase (Tables) | 9 Months Ended |
May 31, 2018 | |
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 May 31, Nine Months Ended May 31, 2018 2017 2018 2017 Numerator: Net earnings $ 29,012 $ 22,511 $ 16,017 $ 32,551 Denominator: Weighted average common shares outstanding - basic 60,683 59,675 60,291 59,339 Net effect of dilutive securities - stock based compensation plans 381 727 559 716 Weighted average common shares outstanding - diluted 61,064 60,402 $ 60,850 $ 60,055 Basic earnings per share $ 0.48 $ 0.38 $ 0.27 $ 0.55 Diluted earnings per share $ 0.48 $ 0.37 $ 0.26 $ 0.54 Anti-dilutive securities from stock based compensation plans (excluded from earnings per share calculation) 1,788 1,969 2,338 1,981 |
Income Taxes Income Taxes (Tabl
Income Taxes Income Taxes (Tables) | 9 Months Ended |
May 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Tax Effective Tax Rate [Table Text Block] | Three Months Ended May 31, Nine Months Ended May 31, 2018 2017 2018 2017 Earnings before income taxes $ 25,017 $ 18,482 $ 33,465 $ 25,724 Income tax (benefit) expense (3,995 ) (4,029 ) 17,448 (6,827 ) Effective income tax rate (16.0 )% (21.8 )% 52.1 % (26.5 )% |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
May 31, 2018 | |
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 May 31, Nine Months Ended May 31, 2018 2017 2018 2017 Net Sales by Reportable Product Line & Segment: Industrial Segment: Industrial Tools $ 98,970 $ 87,404 $ 270,919 $ 245,122 Heavy Lifting Technology 9,327 13,099 33,375 34,319 108,297 100,503 304,294 279,441 Energy Segment: Energy Maintenance & Integrity 63,421 59,905 169,020 176,316 Other Energy Solutions 20,436 23,575 56,670 64,694 83,857 83,480 225,690 241,010 Engineered Solutions Segment: On-Highway 66,556 57,710 190,735 159,952 Agriculture, Off-Highway and Other 58,386 53,734 160,497 139,686 124,942 111,444 351,232 299,638 $ 317,096 $ 295,427 $ 881,216 $ 820,089 Operating Profit: Industrial $ 25,999 $ 23,705 $ 61,023 $ 60,860 Energy (1) 6,269 905 2,050 3,537 Engineered Solutions 9,027 8,105 17,570 10,676 General Corporate (8,710 ) (5,383 ) (23,796 ) (26,070 ) $ 32,585 $ 27,332 $ 56,847 $ 49,003 (1) Energy segment operating profit includes impairment and divestiture charges of $3.0 million for the nine months ended May 31, 2018. May 31, 2018 August 31, 2017 Assets by Segment: Industrial $ 325,291 $ 329,134 Energy 463,026 482,963 Engineered Solutions 543,760 531,068 General Corporate 172,708 173,790 $ 1,504,785 $ 1,516,955 |
Guarantor Subsidiaries (Tables)
Guarantor Subsidiaries (Tables) | 9 Months Ended |
May 31, 2018 | |
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 EARNINGS AND COMPREHENSIVE INCOME (LOSS) (in thousands) Three Months Ended May 31, 2018 Parent Guarantors Non-Guarantors Eliminations Consolidated Net sales $ 41,851 $ 101,780 $ 173,465 $ — $ 317,096 Cost of products sold 6,394 73,266 120,927 — 200,587 Gross profit 35,457 28,514 52,538 — 116,509 Selling, administrative and engineering expenses 22,480 18,439 36,651 — 77,570 Amortization of intangible assets 318 2,861 2,005 — 5,184 Restructuring charges 661 253 256 — 1,170 Operating profit 11,998 6,961 13,626 — 32,585 Financing costs (income), net 7,847 22 (113 ) — 7,756 Intercompany (income) expense, net (2,023 ) 7,120 (5,097 ) — — Other (income) expense, net (251 ) (8 ) 71 — (188 ) Earnings (loss) before income tax (benefit) expense 6,425 (173 ) 18,765 — 25,017 Income tax (benefit) expense (11,354 ) (86 ) 7,445 — (3,995 ) Net earnings (loss) before equity in earnings of subsidiaries 17,779 (87 ) 11,320 — 29,012 Equity in earnings of subsidiaries 11,233 13,406 1,157 (25,796 ) — Net earnings $ 29,012 $ 13,319 $ 12,477 $ (25,796 ) $ 29,012 Comprehensive income (loss) $ 8,059 $ 13,319 $ (9,092 ) $ (4,227 ) $ 8,059 CONDENSED CONSOLIDATING STATEMENTS OF EARNINGS AND COMPREHENSIVE INCOME (in thousands) Three Months Ended May 31, 2017 Parent Guarantors Non-Guarantors Eliminations Consolidated Net sales $ 39,753 $ 98,391 $ 157,283 $ — $ 295,427 Cost of products sold 9,944 71,565 111,114 — 192,623 Gross profit 29,809 26,826 46,169 — 102,804 Selling, administrative and engineering expenses 18,113 18,060 33,878 — 70,051 Amortization of intangible assets 318 2,865 1,854 — 5,037 Restructuring charges 99 153 132 — 384 Operating profit 11,279 5,748 10,305 — 27,332 Financing costs (income), net 7,558 — (5 ) — 7,553 Intercompany (income) expense, net (3,941 ) 3,958 (17 ) — — Intercompany dividends 5,353 — (5,353 ) — — Other (income) expense, net (159 ) 98 1,358 — 1,297 Earnings before income tax benefit 2,468 1,692 14,322 — 18,482 Income tax benefit (3,521 ) (168 ) (340 ) — (4,029 ) Net earnings before equity in earnings of subsidiaries 5,989 1,860 14,662 — 22,511 Equity in earnings of subsidiaries 16,523 15,475 1,754 (33,752 ) — Net earnings $ 22,511 $ 17,335 $ 16,416 $ (33,752 ) $ 22,511 Comprehensive income $ 42,835 $ 24,376 $ 28,358 $ (52,734 ) $ 42,835 CONDENSED CONSOLIDATING STATEMENTS OF EARNINGS AND COMPREHENSIVE INCOME (in thousands) Nine Months Ended May 31, 2018 Parent Guarantors Non-Guarantors Eliminations Consolidated Net sales $ 113,780 $ 272,686 $ 494,750 $ — $ 881,216 Cost of products sold 19,205 201,819 353,076 — 574,100 Gross profit 94,575 70,867 141,674 — 307,116 Selling, administrative and engineering expenses 60,385 54,119 106,046 — 220,550 Amortization of intangible assets 954 8,583 5,946 — 15,483 Restructuring charges 6,211 1,331 3,707 — 11,249 Impairment & divestiture charges (income) 4,217 — (1,230 ) — 2,987 Operating profit 22,808 6,834 27,205 — 56,847 Financing costs (income), net 23,247 65 (438 ) — 22,874 Intercompany (income) expense, net (11,942 ) 18,023 (6,081 ) — — Other (income) expense, net (211 ) 86 633 — 508 Earnings (loss) before income tax (benefit) expense 11,714 (11,340 ) 33,091 — 33,465 Income tax (benefit) expense (1,027 ) (1,883 ) 20,358 — 17,448 Net earnings (loss) before equity in earnings (loss) of subsidiaries 12,741 (9,457 ) 12,733 — 16,017 Equity in earnings (loss) of subsidiaries 3,276 12,745 (348 ) (15,673 ) — Net earnings $ 16,017 $ 3,288 $ 12,385 $ (15,673 ) $ 16,017 Comprehensive income $ 79,098 $ 3,288 $ 77,294 $ (80,582 ) $ 79,098 CONDENSED CONSOLIDATING STATEMENTS OF EARNINGS AND COMPREHENSIVE INCOME (in thousands) Nine Months Ended May 31, 2017 Parent Guarantors Non-Guarantors Eliminations Consolidated Net sales $ 106,435 $ 263,640 $ 450,014 $ — $ 820,089 Cost of products sold 27,087 194,802 315,003 — 536,892 Gross profit 79,348 68,838 135,011 — 283,197 Selling, administrative and engineering expenses 54,633 51,245 99,731 — 205,609 Amortization of intangible assets 954 8,859 5,555 — 15,368 Restructuring charges 826 1,317 3,290 — 5,433 Director & officer transition charges 7,784 — — — 7,784 Operating profit 15,151 7,417 26,435 — 49,003 Financing costs (income), net 22,314 — (295 ) — 22,019 Intercompany (income) expense, net (16,891 ) 14,114 2,777 — — Intercompany dividends 5,353 (59,401 ) (5,353 ) 59,401 — Other expense (income), net 1,878 24 (642 ) — 1,260 Earnings before income tax (benefit) expense 2,497 52,680 29,948 (59,401 ) 25,724 Income tax (benefit) expense (6,084 ) (865 ) 122 — (6,827 ) Net earnings before equity in earnings of subsidiaries 8,581 53,545 29,826 (59,401 ) 32,551 Equity in earnings of subsidiaries 23,970 29,157 4,616 (57,743 ) — Net earnings $ 32,551 $ 82,702 $ 34,442 $ (117,144 ) $ 32,551 Comprehensive income $ 29,864 $ 71,992 $ 41,817 $ (113,809 ) $ 29,864 |
Condensed Consolidating Balance Sheets | CONDENSED CONSOLIDATING BALANCE SHEETS (in thousands) May 31, 2018 Parent Guarantors Non-Guarantors Eliminations Consolidated ASSETS Current assets Cash and cash equivalents $ 36,411 $ — $ 153,079 $ — $ 189,490 Accounts receivable, net 18,176 55,856 138,252 — 212,284 Inventories, net 26,590 62,274 78,453 — 167,317 Other current assets 9,763 4,045 44,924 — 58,732 Total current assets 90,940 122,175 414,708 — 627,823 Property, plant & equipment, net 8,073 31,872 60,820 — 100,765 Goodwill 38,847 201,578 298,367 — 538,792 Other intangibles, net 7,202 129,460 73,498 — 210,160 Investment in subsidiaries 1,890,023 1,264,257 802,395 (3,956,675 ) — Intercompany receivable — 564,943 214,895 (779,838 ) — Other long-term assets 10,391 31 16,823 — 27,245 Total assets $ 2,045,476 $ 2,314,316 $ 1,881,506 $ (4,736,513 ) $ 1,504,785 LIABILITIES & SHAREHOLDERS' EQUITY Current liabilities Trade accounts payable $ 14,511 $ 30,284 $ 97,404 $ — $ 142,199 Accrued compensation and benefits 14,112 8,962 25,019 — 48,093 Current maturities of debt 30,000 — — — 30,000 Income taxes payable 6,069 — 11,536 — 17,605 Other current liabilities 18,931 6,521 37,985 — 63,437 Total current liabilities 83,623 45,767 171,944 — 301,334 Long-term debt 510,007 — — — 510,007 Deferred income taxes 13,659 — 5,832 — 19,491 Pension and post-retirement benefit liabilities 11,587 — 7,105 — 18,692 Other long-term liabilities 46,651 374 7,208 — 54,233 Intercompany payable 778,921 — 917 (779,838 ) — Shareholders’ equity 601,028 2,268,175 1,688,500 (3,956,675 ) 601,028 Total liabilities and shareholders’ equity $ 2,045,476 $ 2,314,316 $ 1,881,506 $ (4,736,513 ) $ 1,504,785 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 intangibles, 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 | CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (in thousands) Nine Months Ended May 31, 2018 Parent Guarantors Non-Guarantors Eliminations Consolidated Operating Activities Net cash provided by operating activities $ 25,741 $ 9,439 $ 409 $ — $ 35,589 Investing Activities Capital expenditures (2,455 ) (7,806 ) (8,455 ) — (18,716 ) Proceeds from sale of property, plant and equipment — 99 49 — 148 Rental asset buyout for Viking divestiture — — (27,718 ) — (27,718 ) Proceeds from sale of business, net of transition costs 198 — 8,582 — 8,780 Cash paid for business acquisitions, net of cash acquired — (1,732 ) (20,594 ) — (22,326 ) Intercompany investment (100 ) — — 100 — Cash used in investing activities (2,357 ) (9,439 ) (48,136 ) 100 (59,832 ) Financing Activities Principal repayments on term loan (22,500 ) — — — (22,500 ) Stock option exercises and other 10,435 — — — 10,435 Taxes paid related to the net share settlement of equity awards (1,279 ) — — — (1,279 ) Cash dividend (2,390 ) — — — (2,390 ) Intercompany loan activity (5,954 ) — 5,954 — — Intercompany capital contribution — — 100 (100 ) — Cash (used in) provided by financing activities (21,688 ) — 6,054 (100 ) (15,734 ) Effect of exchange rate changes on cash — — (104 ) — (104 ) Net increase (decrease) in cash and cash equivalents 1,696 — (41,777 ) — (40,081 ) Cash and cash equivalents—beginning of period 34,715 — 194,856 — 229,571 Cash and cash equivalents—end of period $ 36,411 $ — $ 153,079 $ — $ 189,490 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (in thousands) Nine Months Ended May 31, 2017 Parent Guarantors Non-Guarantors Eliminations Consolidated Operating Activities Net provided by operating activities $ 82,834 $ 13,184 $ 20,798 $ (64,754 ) $ 52,062 Investing Activities Capital expenditures (2,706 ) (8,037 ) (12,176 ) — (22,919 ) Proceeds from sale of property, plant and equipment — 135 109 — 244 Cash used in investing activities (2,706 ) (7,902 ) (12,067 ) — (22,675 ) Financing Activities Principal repayments on term loan (11,250 ) — — — (11,250 ) Redemption of 5.625% Senior Notes (500 ) — — — (500 ) Stock option exercises and other 7,314 — — — 7,314 Taxes paid related to the net share settlement of equity awards (999 ) — — — (999 ) Payment of deferred acquisition consideration — — (742 ) — (742 ) Cash dividend (2,358 ) (5,353 ) (59,401 ) 64,754 (2,358 ) Intercompany loan activity (53,734 ) — 53,734 — — Cash used in financing activities (61,527 ) (5,353 ) (6,409 ) 64,754 (8,535 ) Effect of exchange rate changes on cash — — (1,502 ) — (1,502 ) Net increase (decrease) in cash and cash equivalents 18,601 (71 ) 820 — 19,350 Cash and cash equivalents—beginning of period 7,953 71 171,580 — 179,604 Cash and cash equivalents—end of period $ 26,554 $ — $ 172,400 $ — $ 198,954 |
Basis of Presentation Basis o33
Basis of Presentation Basis of Presentation (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
May 31, 2018 | May 31, 2018 | Aug. 31, 2017 | |
Accounting Policies [Abstract] | |||
Adjustments to Additional Paid in Capital, Income Tax Deficiency from Share-based Compensation | $ 100 | $ 1,600 | |
Excess Tax Benefit from Share-based Compensation, Operating Activities | 600 | ||
Condensed Statement of Income Captions [Line Items] | |||
AOCI - Foreign Currency Translation Adjustment, net of tax | 145,319 | 145,319 | $ 207,804 |
AOCI - Pension and other postretirement benefit plans, net of tax | 18,861 | 18,861 | 19,457 |
Total shareholders’ equity | (601,028) | (601,028) | (500,539) |
AOCI Attributable to Parent [Member] | |||
Condensed Statement of Income Captions [Line Items] | |||
Total shareholders’ equity | $ 164,180 | $ 164,180 | $ 227,261 |
Director & Officer Transition34
Director & Officer Transition Charges (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
May 31, 2018 | May 31, 2017 | May 31, 2018 | May 31, 2017 | |
Compensation Related Costs [Abstract] | ||||
Director & officer transition charges | $ 0 | $ 0 | $ 0 | $ 7,784 |
Restructuring Charges (Details)
Restructuring Charges (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
May 31, 2018 | May 31, 2017 | May 31, 2018 | May 31, 2017 | |
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring costs recorded in cost of products sold | $ 900 | |||
Restructuring Reserve [Roll Forward] | ||||
Beginning Balance | 5,637 | $ 6,273 | ||
Restructuring Charges, including recorded in Cost of Product Sold | $ 1,200 | $ 384 | 12,099 | 5,433 |
Cash payments | (8,537) | (6,394) | ||
Other non-cash uses of reserve | (4,091) | (501) | ||
Impact of changes in foreign currency rates | (174) | (31) | ||
Ending Balance | 4,934 | 4,780 | 4,934 | 4,780 |
Industrial | ||||
Restructuring Reserve [Roll Forward] | ||||
Beginning Balance | 202 | 1,343 | ||
Restructuring Charges, including recorded in Cost of Product Sold | 2,797 | 1,686 | ||
Cash payments | (1,411) | (2,060) | ||
Other non-cash uses of reserve | (849) | (437) | ||
Impact of changes in foreign currency rates | (49) | (19) | ||
Ending Balance | 690 | 513 | 690 | 513 |
Energy | ||||
Restructuring Reserve [Roll Forward] | ||||
Beginning Balance | 3,613 | 3,021 | ||
Restructuring Charges, including recorded in Cost of Product Sold | 3,969 | 39 | ||
Cash payments | (3,305) | (1,123) | ||
Other non-cash uses of reserve | (858) | (7) | ||
Impact of changes in foreign currency rates | (120) | (2) | ||
Ending Balance | 3,299 | 1,928 | 3,299 | 1,928 |
Engineered Solutions | ||||
Restructuring Reserve [Roll Forward] | ||||
Beginning Balance | 1,792 | 1,863 | ||
Restructuring Charges, including recorded in Cost of Product Sold | 497 | 3,627 | ||
Cash payments | (1,661) | (3,128) | ||
Other non-cash uses of reserve | (291) | (13) | ||
Impact of changes in foreign currency rates | (5) | (10) | ||
Ending Balance | 332 | 2,339 | 332 | 2,339 |
General Corporate | ||||
Restructuring Reserve [Roll Forward] | ||||
Beginning Balance | 30 | 46 | ||
Restructuring Charges, including recorded in Cost of Product Sold | 4,836 | 81 | ||
Cash payments | (2,160) | (83) | ||
Other non-cash uses of reserve | (2,093) | (44) | ||
Impact of changes in foreign currency rates | 0 | 0 | ||
Ending Balance | $ 613 | $ 0 | $ 613 | $ 0 |
Acquisitions Acquisitions (Deta
Acquisitions Acquisitions (Details) - USD ($) $ in Thousands | May 11, 2018 | Dec. 02, 2017 | May 31, 2018 | May 31, 2018 | May 31, 2017 | Dec. 01, 2017 |
Business Acquisition [Line Items] | ||||||
Cash paid for business acquisitions, Net of Cash Acquired | $ 22,326 | $ 0 | ||||
Goodwill, Acquired During Period | 12,085 | |||||
Goodwill, Purchase Accounting Adjustments | $ 1,000 | |||||
Mirage Machines [Member] [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business Acquisition, Date of Acquisition Agreement | Dec. 1, 2017 | |||||
Cash paid for business acquisitions, Net of Cash Acquired | $ 17,500 | |||||
Goodwill, Acquired During Period | $ 9,800 | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 4,100 | |||||
Mirage Machines [Member] [Member] | Tradenames | ||||||
Business Acquisition [Line Items] | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 2,300 | |||||
Equalizer [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business Acquisition, Date of Acquisition Agreement | May 11, 2018 | |||||
Cash paid for business acquisitions, Net of Cash Acquired | $ 5,800 | |||||
Goodwill, Acquired During Period | 2,300 | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 1,900 | |||||
Equalizer [Member] | Tradenames | ||||||
Business Acquisition [Line Items] | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 800 | |||||
FY18 Acquisitions (Mirage Machines and Equalizer) [Domain] | ||||||
Business Acquisition [Line Items] | ||||||
Cash paid for business acquisitions, Net of Cash Acquired | 22,326 | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 6,049 | 6,049 | ||||
Acquisition Costs, Period Cost | 300 | 700 | ||||
Net sales | $ 3,100 | $ 5,100 | ||||
Customer relationships | Mirage Machines [Member] [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 1,800 | |||||
Customer relationships | Equalizer [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 1,100 |
Acquisitions Schedule of Assets
Acquisitions Schedule of Assets Acquired and Liabilities Assumed for Business Acquisition (Details) - USD ($) $ in Thousands | 9 Months Ended | |
May 31, 2018 | May 31, 2017 | |
Fair Value of Assets Acquired and Liabilities Assumed as Part of Business Combination [Line Items] | ||
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | The following table summarizes the combined estimated fair value of the assets acquired and the liabilities assumed for Mirage and Equalizer (in thousands): Total Accounts receivable, net $ 2,301 Inventories, net 4,196 Other current assets 341 Property, plant & equipment 2,055 Goodwill 12,085 Other intangibles 6,049 Trade accounts payable (2,091 ) Accrued compensation and benefits (92 ) Income taxes payable (753 ) Other current liabilities (117 ) Deferred income taxes (703 ) Total consideration, net of cash acquired 23,271 Remaining consideration to be paid (945 ) Cash paid for business acquisitions, net of cash acquired $ 22,326 | |
Cash paid for business acquisitions, Net of Cash Acquired | $ 22,326 | $ 0 |
FY18 Acquisitions (Mirage Machines and Equalizer) [Domain] | ||
Fair Value of Assets Acquired and Liabilities Assumed as Part of Business Combination [Line Items] | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables | 2,301 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Inventory | 4,196 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Other | 341 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 2,055 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Goodwill | 12,085 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 6,049 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Accounts Payable | (2,091) | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Accrued Compensation and Benefits | (92) | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Income Taxes Payable | (753) | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, other current liabilities | (117) | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities | (703) | |
Total consideration for acquisitions, net of cash | 23,271 | |
Business Combination, remaining cash to be paid | (945) | |
Cash paid for business acquisitions, Net of Cash Acquired | $ 22,326 |
Divestiture Activities (Details
Divestiture Activities (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
May 31, 2017 | May 31, 2018 | May 31, 2017 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Proceeds from sale of business, net of transaction costs | $ 8,780 | $ 0 | |
Viking [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 | 8,780 | ||
Transaction Costs in connection with Disposal of Business | 1,600 | ||
Divestiture Charges | 12,400 | ||
Business Exit Costs | 3,000 | ||
Discrete Income Tax Expense | 9,400 | ||
Viking [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Disposal Group, Not Discontinued Operation, annual revenue | $ 4,100 | $ 2,700 | $ 15,600 |
Changes in Carrying Value of Go
Changes in Carrying Value of Goodwill (Details) $ in Thousands | 9 Months Ended |
May 31, 2018USD ($) | |
Goodwill [Roll Forward] | |
Balance as of August 31, 2016 | $ 530,081 |
Goodwill, Acquired During Period | 12,085 |
Impact of changes in foreign currency rates | (3,374) |
Balance as of May 31, 2018 | 538,792 |
Industrial | |
Goodwill [Roll Forward] | |
Balance as of August 31, 2016 | 103,875 |
Goodwill, Acquired During Period | 2,277 |
Impact of changes in foreign currency rates | (593) |
Balance as of May 31, 2018 | 105,559 |
Energy | |
Goodwill [Roll Forward] | |
Balance as of August 31, 2016 | 188,830 |
Goodwill, Acquired During Period | 9,808 |
Impact of changes in foreign currency rates | 148 |
Balance as of May 31, 2018 | 198,786 |
Engineered Solutions | |
Goodwill [Roll Forward] | |
Balance as of August 31, 2016 | 237,376 |
Goodwill, Acquired During Period | 0 |
Impact of changes in foreign currency rates | (2,929) |
Balance as of May 31, 2018 | $ 234,447 |
Gross Carrying Amount and Accum
Gross Carrying Amount and Accumulated Amortization of Other Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | |
May 31, 2018 | Aug. 31, 2017 | |
Indefinite And Finite Lived Intangible Assets [Line Items] | ||
Accumulated Amortization | $ 207,440 | $ 192,660 |
Gross Carrying Value | 417,600 | 413,149 |
Net Book Value | 210,160 | 220,489 |
Tradenames | ||
Indefinite And Finite Lived Intangible Assets [Line Items] | ||
Accumulated Amortization | 0 | 0 |
Net Book Value | 94,468 | 91,080 |
Gross Carrying Value | $ 94,468 | 91,080 |
Customer relationships | ||
Indefinite And Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period (Years) | 15 years | |
Gross Carrying Value | $ 265,149 | 263,498 |
Accumulated Amortization | 165,781 | 153,003 |
Net Book Value | $ 99,368 | 110,495 |
Patents | ||
Indefinite And Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period (Years) | 10 years | |
Gross Carrying Value | $ 30,293 | 30,401 |
Accumulated Amortization | 25,121 | 24,027 |
Net Book Value | $ 5,172 | 6,374 |
Trademarks and tradenames | ||
Indefinite And Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period (Years) | 18 years | |
Gross Carrying Value | $ 21,034 | 21,498 |
Accumulated Amortization | 10,122 | 9,396 |
Net Book Value | $ 10,912 | 12,102 |
Other intangibles | ||
Indefinite And Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period (Years) | 3 years | |
Gross Carrying Value | $ 6,656 | 6,672 |
Accumulated Amortization | 6,416 | 6,234 |
Net Book Value | $ 240 | $ 438 |
Goodwill and Other Intangible41
Goodwill and Other Intangible Assets - Additional Information (Details) - USD ($) $ in Thousands | May 31, 2018 | Aug. 31, 2017 |
Impaired Assets [Line Items] | ||
Goodwill | $ 538,792 | $ 530,081 |
Future Amortization Expense, Remainder of 2018 | 5,100 | |
Future Amortization Expense, 2019 | 20,000 | |
Future Amortization Expense, 2020 | 19,300 | |
Future Amortization Expense, 2021 | 18,400 | |
Future Amortization Expense, 2022 | 16,400 | |
Future Amortization Expense, 2023 | 13,400 | |
Future Amortization Expense, Thereafter | $ 23,100 |
Rollforward of Accrued Product
Rollforward of Accrued Product Warranty Reserve (Details) - USD ($) $ in Thousands | 9 Months Ended | |
May 31, 2018 | May 31, 2017 | |
Movement in Standard Product Warranty Accrual [Roll Forward] | ||
Beginning balance | $ 6,616 | $ 5,592 |
Provision for warranties | 4,213 | 2,569 |
Standard and Extended Product Warranty Accrual, Decrease for Payments | (5,604) | (3,993) |
Impact of changes in foreign currency rates | 95 | (13) |
Ending balance | $ 5,320 | $ 4,155 |
Long-Term Indebtedness (Details
Long-Term Indebtedness (Details) - USD ($) $ in Thousands | May 31, 2018 | Aug. 31, 2017 |
Debt Instrument [Line Items] | ||
Total Senior Indebtedness | $ 542,559 | $ 565,059 |
Less: Current maturities of long-term debt | (30,000) | (30,000) |
Deferred Finance Costs, Own-share Lending Arrangement, Issuance Costs, Net | (2,552) | (3,119) |
Long-term debt | 510,007 | 531,940 |
Line of Credit | ||
Debt Instrument [Line Items] | ||
Total Senior Indebtedness | 255,000 | 277,500 |
Line of Credit | Senior Credit Facility - Revolver | ||
Debt Instrument [Line Items] | ||
Total Senior Indebtedness | 0 | 0 |
Line of Credit | Senior Credit Facility - Term Loan | ||
Debt Instrument [Line Items] | ||
Total Senior Indebtedness | 255,000 | 277,500 |
Senior Notes | 5.625% Senior Notes | ||
Debt Instrument [Line Items] | ||
Senior Notes, Noncurrent | $ 287,559 | $ 287,559 |
Debt - Additional Information (
Debt - Additional Information (Details) | Jun. 30, 2017USD ($) | Jun. 30, 2016USD ($) | Apr. 16, 2012USD ($) | Aug. 31, 2018USD ($) | May 31, 2018USD ($) | May 31, 2018USD ($) | May 31, 2017USD ($) | Jun. 22, 2018USD ($) |
Debt Instrument [Line Items] | ||||||||
Senior credit facility expansion option, available | $ 450,000,000 | $ 450,000,000 | ||||||
Debt Instrument, actual interest rate | 4.00% | 4.00% | ||||||
Repayments of Senior Debt | $ (500,000) | |||||||
Libor Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, interest rate over variable rate | 2.00% | |||||||
Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Maturity Date | May 8, 2020 | |||||||
Maximum borrowing capacity | $ 600,000,000 | $ 600,000,000 | ||||||
Line of Credit | Senior Credit Facility - Revolver | ||||||||
Debt Instrument [Line Items] | ||||||||
Unused credit line | 598,300,000 | 598,300,000 | ||||||
Unused credit line Available for Borrowing, Amount | $ 146,100,000 | 146,100,000 | ||||||
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% | |||||||
Debt Instrument, Redemption Price, Percentage | 103.00% | |||||||
Repayments of Senior Debt | $ 0 | $ (500,000) | ||||||
Minimum | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.15% | |||||||
Interest coverage ratio | 3.5 | 3.5 | ||||||
Minimum | Libor Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, interest rate over variable rate | 1.00% | |||||||
Minimum | Base Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, interest rate over variable rate | 0.00% | |||||||
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 | 0.35% | |||||||
Leverage ratio | 3.75 | 3.75 | ||||||
Maximum | Libor Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, interest rate over variable rate | 2.25% | |||||||
Maximum | Base Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, interest rate over variable rate | 1.25% | |||||||
Maximum | Senior Notes | 5.625% Senior Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Redemption Price, Percentage | 102.80% | |||||||
Starting on June 30, 2016 | Senior Credit Facility - Term Loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Quarterly installments, payable on term loan | $ 3,800,000 | |||||||
Starting on June 30, 2017 | Senior Credit Facility - Term Loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Quarterly installments, payable on term loan | $ 7,500,000 | |||||||
Reduced the borrowing capacity on the revolver [Domain] | Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing capacity | $ 300,000,000 | |||||||
Write off of deferred financing costs | $ 1,000,000 |
Fair Value Measurement - Additi
Fair Value Measurement - Additional Information (Details) - USD ($) $ in Millions | May 31, 2018 | Aug. 31, 2017 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Foreign Currency Contracts, Asset (Liability), Fair Value Disclosure | $ 0.2 | $ 0.2 |
Senior Notes | 5.625% Senior Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value of long-term debt | $ 291.5 | $ 295.8 |
Derivatives Narrative (Details)
Derivatives Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
May 31, 2018 | May 31, 2017 | May 31, 2018 | May 31, 2017 | Aug. 31, 2017 | |
Derivative [Line Items] | |||||
Foreign Currency Contracts, Asset (Liability), Fair Value Disclosure | $ (200) | $ (200) | $ (200) | ||
Gain (Loss) on Foreign Currency Fair Value Hedge Derivatives and Not Designated as Hedging Instruments at Fair Value | 524 | $ (484) | 664 | $ (2,450) | |
Fair Value Hedging [Member] | |||||
Derivative [Line Items] | |||||
Derivative, Notional Amount | $ 24,400 | $ 24,400 | $ 22,000 |
Capital Stock and Share Repur47
Capital Stock and Share Repurchase Share Repurchase (Details) - USD ($) $ in Millions | May 31, 2018 | Aug. 31, 2017 |
Equity [Abstract] | ||
Stock Repurchase Program, Remaining Number of Shares Authorized to be Repurchased | 7,560,566 | |
Treasury Stock, Shares | 20,439,434 | 20,439,434 |
Stock Repurchase Program, Authorized Amount | $ 617.7 |
Capital Stock (Details)
Capital Stock (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
May 31, 2018 | May 31, 2017 | May 31, 2018 | May 31, 2017 | |
Earnings Per Share [Abstract] | ||||
Net earnings | $ 29,012 | $ 22,511 | $ 16,017 | $ 32,551 |
Weighted average common shares outstanding - basic | 60,683 | 59,675 | 60,291 | 59,339 |
Incremental Common Shares Attributable to Dilutive Effect of Conversion of Debt Securities | 381 | 727 | 559 | 716 |
Diluted | 61,064 | 60,402 | 60,850 | 60,055 |
Basic | $ 0.48 | $ 0.38 | $ 0.27 | $ 0.55 |
Diluted | $ 0.48 | $ 0.37 | $ 0.26 | $ 0.54 |
Anti-dilutive securities from stock based compensation plans (excluded from earnings per share calculation) | 1,788 | 1,969 | 2,338 | 1,981 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 4 Months Ended | 5 Months Ended | 9 Months Ended | ||
May 31, 2018 | May 31, 2017 | Dec. 31, 2017 | May 31, 2018 | May 31, 2018 | May 31, 2017 | |
Income Tax Disclosure Additional Details [Table] [Line Items] | ||||||
Earnings before income taxes | $ 25,017 | $ 18,482 | $ 33,465 | $ 25,724 | ||
Income tax (benefit) expense | $ (3,995) | $ (4,029) | $ 17,448 | $ (6,827) | ||
Effective Income Tax Rate Reconciliation, Percent | (16.00%) | (21.80%) | 52.10% | (26.50%) | ||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 35.00% | 21.00% | ||||
Effective Income Tax Rate Reconciliation, at Blended Federal Statutory Income Tax Rate | 25.70% | |||||
Transition Tax | $ 6,100 | |||||
Change in Income Tax Expense | (13,200) | |||||
Provisional Tax Expense Related to Tax Cuts and Jobs Act | $ 12,900 | 4,500 | ||||
Change in valuation allowances | 2,600 | |||||
Discrete Income Tax Expense Related to Excess Deferred Tax Deficiencies | 1,600 | |||||
Viking [Domain] | ||||||
Income Tax Disclosure Additional Details [Table] [Line Items] | ||||||
Discrete Income Tax Expense | $ 9,400 |
Summary of Financial Informatio
Summary of Financial Information by Reportable Segment and Product Line (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
May 31, 2018 | May 31, 2017 | May 31, 2018 | May 31, 2017 | Aug. 31, 2017 | |
Segment Reporting Information [Line Items] | |||||
Net sales | $ 317,096 | $ 295,427 | $ 881,216 | $ 820,089 | |
Operating profit (Loss) | 32,585 | 27,332 | 56,847 | 49,003 | |
Assets | 1,504,785 | 1,504,785 | $ 1,516,955 | ||
Impairment & divestiture charges | 0 | 2,987 | 0 | ||
Industrial | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 108,297 | 100,503 | 304,294 | 279,441 | |
Operating profit (Loss) | 25,999 | 23,705 | 61,023 | 60,860 | |
Assets | 325,291 | 325,291 | 329,134 | ||
Industrial Tools [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 98,970 | 87,404 | 270,919 | 245,122 | |
Heavy Lifting Technology [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 9,327 | 13,099 | 33,375 | 34,319 | |
Energy | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 83,857 | 83,480 | 225,690 | 241,010 | |
Operating profit (Loss) | 6,269 | 905 | 2,050 | 3,537 | |
Assets | 463,026 | 463,026 | 482,963 | ||
Energy Maintenance & Integrity | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 63,421 | 59,905 | 169,020 | 176,316 | |
Other Energy Solutions [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 20,436 | 23,575 | 56,670 | 64,694 | |
Engineered Solutions | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 124,942 | 111,444 | 351,232 | 299,638 | |
Operating profit (Loss) | 9,027 | 8,105 | 17,570 | 10,676 | |
Assets | 543,760 | 543,760 | 531,068 | ||
On-Highway | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 66,556 | 57,710 | 190,735 | 159,952 | |
Agriculture, Off-Highway and Other | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 58,386 | 53,734 | 160,497 | 139,686 | |
General Corporate | |||||
Segment Reporting Information [Line Items] | |||||
Operating profit (Loss) | (8,710) | $ (5,383) | (23,796) | $ (26,070) | |
Assets | 172,708 | 172,708 | $ 173,790 | ||
Viking [Domain] | |||||
Segment Reporting Information [Line Items] | |||||
Impairment & divestiture charges | $ 0 | $ 2,987 |
Contingencies and Litigation -
Contingencies and Litigation - Additional Information (Details) - USD ($) $ in Millions | May 31, 2018 | Aug. 31, 2017 |
Commitments and Contingencies Disclosure [Abstract] | ||
Outstanding letters of credit | $ 21.9 | $ 22.1 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Discounted present value of future minimum lease payments | $ 11.5 | |
Weighted Average Discount Rate on Future Minimum Lease Payments | 3.164% |
Guarantor Subsidiaries - Additi
Guarantor Subsidiaries - Additional Information (Details) - 5.625% Senior Notes - Senior Notes - USD ($) | May 31, 2018 | Aug. 31, 2017 | Apr. 16, 2012 |
Guarantor Obligations [Line Items] | |||
Debt Instrument, Face Amount | $ 300,000,000 | ||
Senior Notes, Noncurrent | $ 287,559,000 | $ 287,559,000 | |
Debt instrument, interest rate | 5.625% |
Condensed Consolidating Stateme
Condensed Consolidating Statements of Earnings and Comprehensive Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
May 31, 2018 | May 31, 2017 | May 31, 2018 | May 31, 2017 | |
Condensed Financial Statements, Captions [Line Items] | ||||
Net sales | $ 317,096 | $ 295,427 | $ 881,216 | $ 820,089 |
Cost of products sold | 200,587 | 192,623 | 574,100 | 536,892 |
Gross profit | 116,509 | 102,804 | 307,116 | 283,197 |
Selling, administrative and engineering expenses | 77,570 | 70,051 | 220,550 | 205,609 |
Amortization of intangible assets | 5,184 | 5,037 | 15,483 | 15,368 |
Restructuring charges | 1,170 | 384 | 11,249 | 5,433 |
Impairment & divestiture charges | 0 | 2,987 | 0 | |
Director & officer transition charges | 0 | 0 | 0 | 7,784 |
Operating profit | 32,585 | 27,332 | 56,847 | 49,003 |
Financing costs, net | 7,756 | 7,553 | 22,874 | 22,019 |
Intercompany Expense (Income) Net | 0 | 0 | 0 | 0 |
Intercompany Dividends | 0 | 0 | ||
Other (income) expense, net | (188) | 1,297 | 508 | 1,260 |
Earnings before income tax (benefit) expense | 25,017 | 18,482 | 33,465 | 25,724 |
Income tax (benefit) expense | (3,995) | (4,029) | 17,448 | (6,827) |
Net earnings (loss) before equity in earnings of subsidiaries | 29,012 | 22,511 | 16,017 | 32,551 |
Equity In Earnings Of Subsidiaries | 0 | 0 | 0 | 0 |
Net earnings | 29,012 | 22,511 | 16,017 | 32,551 |
Comprehensive income | 8,059 | 42,835 | 79,098 | 29,864 |
Reportable Legal Entities | Parent | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Net sales | 41,851 | 39,753 | 113,780 | 106,435 |
Cost of products sold | 6,394 | 9,944 | 19,205 | 27,087 |
Gross profit | 35,457 | 29,809 | 94,575 | 79,348 |
Selling, administrative and engineering expenses | 22,480 | 18,113 | 60,385 | 54,633 |
Amortization of intangible assets | 318 | 318 | 954 | 954 |
Restructuring charges | 661 | 99 | 6,211 | 826 |
Impairment & divestiture charges | 4,217 | |||
Director & officer transition charges | 7,784 | |||
Operating profit | 11,998 | 11,279 | 22,808 | 15,151 |
Financing costs, net | 7,847 | 7,558 | 23,247 | 22,314 |
Intercompany Expense (Income) Net | (2,023) | (3,941) | (11,942) | (16,891) |
Intercompany Dividends | 5,353 | 5,353 | ||
Other (income) expense, net | (251) | (159) | (211) | 1,878 |
Earnings before income tax (benefit) expense | 6,425 | 2,468 | 11,714 | 2,497 |
Income tax (benefit) expense | (11,354) | (3,521) | (1,027) | (6,084) |
Net earnings (loss) before equity in earnings of subsidiaries | 17,779 | 5,989 | 12,741 | 8,581 |
Equity In Earnings Of Subsidiaries | 11,233 | 16,523 | 3,276 | 23,970 |
Net earnings | 29,012 | 22,511 | 16,017 | 32,551 |
Comprehensive income | 8,059 | 42,835 | 79,098 | 29,864 |
Reportable Legal Entities | Guarantors | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Net sales | 101,780 | 98,391 | 272,686 | 263,640 |
Cost of products sold | 73,266 | 71,565 | 201,819 | 194,802 |
Gross profit | 28,514 | 26,826 | 70,867 | 68,838 |
Selling, administrative and engineering expenses | 18,439 | 18,060 | 54,119 | 51,245 |
Amortization of intangible assets | 2,861 | 2,865 | 8,583 | 8,859 |
Restructuring charges | 253 | 153 | 1,331 | 1,317 |
Impairment & divestiture charges | 0 | |||
Director & officer transition charges | 0 | |||
Operating profit | 6,961 | 5,748 | 6,834 | 7,417 |
Financing costs, net | 22 | 0 | 65 | 0 |
Intercompany Expense (Income) Net | 7,120 | 3,958 | 18,023 | 14,114 |
Intercompany Dividends | 0 | (59,401) | ||
Other (income) expense, net | (8) | 98 | 86 | 24 |
Earnings before income tax (benefit) expense | (173) | 1,692 | (11,340) | 52,680 |
Income tax (benefit) expense | (86) | (168) | (1,883) | (865) |
Net earnings (loss) before equity in earnings of subsidiaries | (87) | 1,860 | (9,457) | 53,545 |
Equity In Earnings Of Subsidiaries | 13,406 | 15,475 | 12,745 | 29,157 |
Net earnings | 13,319 | 17,335 | 3,288 | 82,702 |
Comprehensive income | 13,319 | 24,376 | 3,288 | 71,992 |
Reportable Legal Entities | Non-Guarantors | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Net sales | 173,465 | 157,283 | 494,750 | 450,014 |
Cost of products sold | 120,927 | 111,114 | 353,076 | 315,003 |
Gross profit | 52,538 | 46,169 | 141,674 | 135,011 |
Selling, administrative and engineering expenses | 36,651 | 33,878 | 106,046 | 99,731 |
Amortization of intangible assets | 2,005 | 1,854 | 5,946 | 5,555 |
Restructuring charges | 256 | 132 | 3,707 | 3,290 |
Impairment & divestiture charges | (1,230) | |||
Director & officer transition charges | 0 | |||
Operating profit | 13,626 | 10,305 | 27,205 | 26,435 |
Financing costs, net | (113) | (5) | (438) | (295) |
Intercompany Expense (Income) Net | (5,097) | (17) | (6,081) | 2,777 |
Intercompany Dividends | (5,353) | (5,353) | ||
Other (income) expense, net | 71 | 1,358 | 633 | (642) |
Earnings before income tax (benefit) expense | 18,765 | 14,322 | 33,091 | 29,948 |
Income tax (benefit) expense | 7,445 | (340) | 20,358 | 122 |
Net earnings (loss) before equity in earnings of subsidiaries | 11,320 | 14,662 | 12,733 | 29,826 |
Equity In Earnings Of Subsidiaries | 1,157 | 1,754 | (348) | 4,616 |
Net earnings | 12,477 | 16,416 | 12,385 | 34,442 |
Comprehensive income | (9,092) | 28,358 | 77,294 | 41,817 |
Eliminations | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Net sales | 0 | 0 | 0 | 0 |
Cost of products sold | 0 | 0 | 0 | 0 |
Gross profit | 0 | 0 | 0 | 0 |
Selling, administrative and engineering expenses | 0 | 0 | 0 | 0 |
Amortization of intangible assets | 0 | 0 | 0 | 0 |
Restructuring charges | 0 | 0 | 0 | 0 |
Impairment & divestiture charges | 0 | |||
Director & officer transition charges | 0 | |||
Operating profit | 0 | 0 | 0 | 0 |
Financing costs, net | 0 | 0 | 0 | 0 |
Intercompany Expense (Income) Net | 0 | 0 | 0 | 0 |
Intercompany Dividends | 0 | 59,401 | ||
Other (income) expense, net | 0 | 0 | 0 | 0 |
Earnings before income tax (benefit) expense | 0 | 0 | 0 | (59,401) |
Income tax (benefit) expense | 0 | 0 | 0 | 0 |
Net earnings (loss) before equity in earnings of subsidiaries | 0 | 0 | 0 | (59,401) |
Equity In Earnings Of Subsidiaries | (25,796) | (33,752) | (15,673) | (57,743) |
Net earnings | (25,796) | (33,752) | (15,673) | (117,144) |
Comprehensive income | $ (4,227) | $ (52,734) | $ (80,582) | $ (113,809) |
Condensed Consolidating Balance
Condensed Consolidating Balance Sheets (Details) - USD ($) $ in Thousands | May 31, 2018 | Aug. 31, 2017 | May 31, 2017 | Aug. 31, 2016 |
Current assets | ||||
Cash and cash equivalents | $ 189,490 | $ 229,571 | $ 198,954 | $ 179,604 |
Accounts receivable, net | 212,284 | 190,206 | ||
Inventories, net | 167,317 | 143,651 | ||
Assets held for sale | 0 | 21,835 | ||
Other current assets | 58,732 | 61,663 | ||
Total current assets | 627,823 | 646,926 | ||
Total current assets | 100,765 | 94,521 | ||
Goodwill | 538,792 | 530,081 | ||
Other intangibles, net | 210,160 | 220,489 | ||
Other intangibles, net | 0 | 0 | ||
Investment in subsidiaries | 0 | 0 | ||
Other long-term assets | 27,245 | 24,938 | ||
Total assets | 1,504,785 | 1,516,955 | ||
Current liabilities | ||||
Trade accounts payable | 142,199 | 133,387 | ||
Accrued compensation and benefits | 48,093 | 50,939 | ||
Current maturities of debt and short-term borrowings | 30,000 | 30,000 | ||
Income taxes payable | 17,605 | 6,080 | ||
Liabilities held for sale | 0 | 101,083 | ||
Other current liabilities | 63,437 | 57,445 | ||
Total current liabilities | 301,334 | 378,934 | ||
Long-term debt | 510,007 | 531,940 | ||
Deferred income taxes | 19,491 | 29,859 | ||
Pension and postretirement benefit liabilities | 18,692 | 19,862 | ||
Other long-term liabilities | 54,233 | 55,821 | ||
Pension and post-retirement benefit liabilities | 0 | 0 | ||
Other long-term liabilities | 601,028 | 500,539 | ||
Total liabilities and shareholders’ equity | 1,504,785 | 1,516,955 | ||
Reportable Legal Entities | Parent | ||||
Current assets | ||||
Cash and cash equivalents | 36,411 | 34,715 | 26,554 | 7,953 |
Accounts receivable, net | 18,176 | 17,498 | ||
Inventories, net | 26,590 | 23,308 | ||
Assets held for sale | 0 | |||
Other current assets | 9,763 | 23,576 | ||
Total current assets | 90,940 | 99,097 | ||
Total current assets | 8,073 | 7,049 | ||
Goodwill | 38,847 | 38,847 | ||
Other intangibles, net | 7,202 | 8,156 | ||
Other intangibles, net | 1,890,023 | 1,832,472 | ||
Investment in subsidiaries | 0 | 0 | ||
Other long-term assets | 10,391 | 8,377 | ||
Total assets | 2,045,476 | 1,993,998 | ||
Current liabilities | ||||
Trade accounts payable | 14,511 | 15,412 | ||
Accrued compensation and benefits | 14,112 | 19,082 | ||
Current maturities of debt and short-term borrowings | 30,000 | 30,000 | ||
Income taxes payable | 6,069 | 153 | ||
Liabilities held for sale | 0 | |||
Other current liabilities | 18,931 | 18,512 | ||
Total current liabilities | 83,623 | 83,159 | ||
Long-term debt | 510,007 | 531,940 | ||
Deferred income taxes | 13,659 | 24,164 | ||
Pension and postretirement benefit liabilities | 11,587 | 12,540 | ||
Other long-term liabilities | 46,651 | 48,692 | ||
Pension and post-retirement benefit liabilities | 778,921 | 792,964 | ||
Other long-term liabilities | 601,028 | 500,539 | ||
Total liabilities and shareholders’ equity | 2,045,476 | 1,993,998 | ||
Reportable Legal Entities | Guarantors | ||||
Current assets | ||||
Cash and cash equivalents | 0 | 0 | 0 | 71 |
Accounts receivable, net | 55,856 | 50,749 | ||
Inventories, net | 62,274 | 48,492 | ||
Assets held for sale | 0 | |||
Other current assets | 4,045 | 3,619 | ||
Total current assets | 122,175 | 102,860 | ||
Total current assets | 31,872 | 26,130 | ||
Goodwill | 201,578 | 200,499 | ||
Other intangibles, net | 129,460 | 138,042 | ||
Other intangibles, net | 1,264,257 | 1,186,715 | ||
Investment in subsidiaries | 564,943 | 589,193 | ||
Other long-term assets | 31 | 812 | ||
Total assets | 2,314,316 | 2,244,251 | ||
Current liabilities | ||||
Trade accounts payable | 30,284 | 27,168 | ||
Accrued compensation and benefits | 8,962 | 7,672 | ||
Current maturities of debt and short-term borrowings | 0 | 0 | ||
Income taxes payable | 0 | 0 | ||
Liabilities held for sale | 0 | |||
Other current liabilities | 6,521 | 7,169 | ||
Total current liabilities | 45,767 | 42,009 | ||
Long-term debt | 0 | 0 | ||
Deferred income taxes | 0 | 0 | ||
Pension and postretirement benefit liabilities | 0 | 0 | ||
Other long-term liabilities | 374 | 352 | ||
Pension and post-retirement benefit liabilities | 0 | 0 | ||
Other long-term liabilities | 2,268,175 | 2,201,890 | ||
Total liabilities and shareholders’ equity | 2,314,316 | 2,244,251 | ||
Reportable Legal Entities | Non-Guarantors | ||||
Current assets | ||||
Cash and cash equivalents | 153,079 | 194,856 | 172,400 | 171,580 |
Accounts receivable, net | 138,252 | 121,959 | ||
Inventories, net | 78,453 | 71,851 | ||
Assets held for sale | 21,835 | |||
Other current assets | 44,924 | 34,468 | ||
Total current assets | 414,708 | 444,969 | ||
Total current assets | 60,820 | 61,342 | ||
Goodwill | 298,367 | 290,735 | ||
Other intangibles, net | 73,498 | 74,291 | ||
Other intangibles, net | 802,395 | 805,016 | ||
Investment in subsidiaries | 214,895 | 205,183 | ||
Other long-term assets | 16,823 | 15,749 | ||
Total assets | 1,881,506 | 1,897,285 | ||
Current liabilities | ||||
Trade accounts payable | 97,404 | 90,807 | ||
Accrued compensation and benefits | 25,019 | 24,185 | ||
Current maturities of debt and short-term borrowings | 0 | 0 | ||
Income taxes payable | 11,536 | 5,927 | ||
Liabilities held for sale | 101,083 | |||
Other current liabilities | 37,985 | 31,764 | ||
Total current liabilities | 171,944 | 253,766 | ||
Long-term debt | 0 | 0 | ||
Deferred income taxes | 5,832 | 5,695 | ||
Pension and postretirement benefit liabilities | 7,105 | 7,322 | ||
Other long-term liabilities | 7,208 | 6,777 | ||
Pension and post-retirement benefit liabilities | 917 | 1,412 | ||
Other long-term liabilities | 1,688,500 | 1,622,313 | ||
Total liabilities and shareholders’ equity | 1,881,506 | 1,897,285 | ||
Eliminations | ||||
Current assets | ||||
Cash and cash equivalents | 0 | 0 | $ 0 | $ 0 |
Accounts receivable, net | 0 | 0 | ||
Inventories, net | 0 | 0 | ||
Assets held for sale | 0 | |||
Other current assets | 0 | 0 | ||
Total current assets | 0 | 0 | ||
Total current assets | 0 | 0 | ||
Goodwill | 0 | 0 | ||
Other intangibles, net | 0 | 0 | ||
Other intangibles, net | (3,956,675) | (3,824,203) | ||
Investment in subsidiaries | (779,838) | (794,376) | ||
Other long-term assets | 0 | 0 | ||
Total assets | (4,736,513) | (4,618,579) | ||
Current liabilities | ||||
Trade accounts payable | 0 | 0 | ||
Accrued compensation and benefits | 0 | 0 | ||
Current maturities of debt and short-term borrowings | 0 | 0 | ||
Income taxes payable | 0 | 0 | ||
Liabilities held for sale | 0 | |||
Other current liabilities | 0 | 0 | ||
Total current liabilities | 0 | 0 | ||
Long-term debt | 0 | 0 | ||
Deferred income taxes | 0 | 0 | ||
Pension and postretirement benefit liabilities | 0 | 0 | ||
Other long-term liabilities | 0 | 0 | ||
Pension and post-retirement benefit liabilities | (779,838) | (794,376) | ||
Other long-term liabilities | (3,956,675) | (3,824,203) | ||
Total liabilities and shareholders’ equity | $ (4,736,513) | $ (4,618,579) |
Condensed Consolidating State55
Condensed Consolidating Statements of Cash Flows (Details) - USD ($) $ in Thousands | 9 Months Ended | |
May 31, 2018 | May 31, 2017 | |
Operating Activities | ||
Net cash provided by operating activities | $ 35,589 | $ 52,062 |
Investing Activities | ||
Capital expenditures | (18,716) | (22,919) |
Proceeds from sale of property, plant and equipment | 148 | 244 |
Rental asset lease buyout for Viking divestiture | (27,718) | 0 |
Proceeds from sale of business, net of transaction costs | 8,780 | 0 |
Cash paid for business acquisitions, Net of Cash Acquired | (22,326) | 0 |
Intercompany investment | 0 | |
Cash used in investing activities | (59,832) | (22,675) |
Financing Activities | ||
Principal repayments on term loan | (22,500) | (11,250) |
Repayments of Senior Debt | (500) | |
Stock option exercises and other | 10,435 | 7,314 |
Taxes paid related to the net share settlement of equity awards | (1,279) | (999) |
Payments of deferred acquisition consideration | 0 | (742) |
Cash dividend | (2,390) | (2,358) |
Intercompany Loan Activity | 0 | 0 |
Intercompany capital contribution | 0 | |
Cash used in financing activities | (15,734) | (8,535) |
Effect of exchange rate changes on cash | (104) | (1,502) |
Net (decrease) increase in cash and cash equivalents | (40,081) | 19,350 |
Cash and cash equivalents - beginning of period | 229,571 | 179,604 |
Cash and cash equivalents - end of period | 189,490 | 198,954 |
Line of Credit | Senior Credit Facility - Term Loan | ||
Financing Activities | ||
Principal repayments on term loan | (22,500) | (11,250) |
Senior Notes | 5.625% Senior Notes | ||
Financing Activities | ||
Repayments of Senior Debt | 0 | (500) |
Reportable Legal Entities | Parent | ||
Operating Activities | ||
Net cash provided by operating activities | 25,741 | 82,834 |
Investing Activities | ||
Capital expenditures | (2,455) | (2,706) |
Proceeds from sale of property, plant and equipment | 0 | 0 |
Rental asset lease buyout for Viking divestiture | 0 | |
Proceeds from sale of business, net of transaction costs | 198 | |
Cash paid for business acquisitions, Net of Cash Acquired | 0 | |
Intercompany investment | (100) | |
Cash used in investing activities | (2,357) | (2,706) |
Financing Activities | ||
Principal repayments on term loan | (22,500) | (11,250) |
Repayments of Senior Debt | (500) | |
Stock option exercises and other | 10,435 | 7,314 |
Taxes paid related to the net share settlement of equity awards | (1,279) | (999) |
Payments of deferred acquisition consideration | 0 | |
Cash dividend | (2,390) | (2,358) |
Intercompany Loan Activity | (5,954) | (53,734) |
Intercompany capital contribution | 0 | |
Cash used in financing activities | (21,688) | (61,527) |
Effect of exchange rate changes on cash | 0 | 0 |
Net (decrease) increase in cash and cash equivalents | 1,696 | 18,601 |
Cash and cash equivalents - beginning of period | 34,715 | 7,953 |
Cash and cash equivalents - end of period | 36,411 | 26,554 |
Reportable Legal Entities | Guarantors | ||
Operating Activities | ||
Net cash provided by operating activities | 9,439 | 13,184 |
Investing Activities | ||
Capital expenditures | (7,806) | (8,037) |
Proceeds from sale of property, plant and equipment | 99 | 135 |
Rental asset lease buyout for Viking divestiture | 0 | |
Proceeds from sale of business, net of transaction costs | 0 | |
Cash paid for business acquisitions, Net of Cash Acquired | (1,732) | |
Intercompany investment | 0 | |
Cash used in investing activities | (9,439) | (7,902) |
Financing Activities | ||
Principal repayments on term loan | 0 | 0 |
Repayments of Senior Debt | 0 | |
Stock option exercises and other | 0 | 0 |
Taxes paid related to the net share settlement of equity awards | 0 | 0 |
Payments of deferred acquisition consideration | 0 | |
Cash dividend | 0 | (5,353) |
Intercompany Loan Activity | 0 | 0 |
Intercompany capital contribution | 0 | |
Cash used in financing activities | 0 | (5,353) |
Effect of exchange rate changes on cash | 0 | 0 |
Net (decrease) increase in cash and cash equivalents | 0 | (71) |
Cash and cash equivalents - beginning of period | 0 | 71 |
Cash and cash equivalents - end of period | 0 | 0 |
Reportable Legal Entities | Non-Guarantors | ||
Operating Activities | ||
Net cash provided by operating activities | 409 | 20,798 |
Investing Activities | ||
Capital expenditures | (8,455) | (12,176) |
Proceeds from sale of property, plant and equipment | 49 | 109 |
Rental asset lease buyout for Viking divestiture | (27,718) | |
Proceeds from sale of business, net of transaction costs | 8,582 | |
Cash paid for business acquisitions, Net of Cash Acquired | (20,594) | |
Intercompany investment | 0 | |
Cash used in investing activities | (48,136) | (12,067) |
Financing Activities | ||
Principal repayments on term loan | 0 | 0 |
Repayments of Senior Debt | 0 | |
Stock option exercises and other | 0 | 0 |
Taxes paid related to the net share settlement of equity awards | 0 | 0 |
Payments of deferred acquisition consideration | (742) | |
Cash dividend | 0 | (59,401) |
Intercompany Loan Activity | 5,954 | 53,734 |
Intercompany capital contribution | 100 | |
Cash used in financing activities | 6,054 | (6,409) |
Effect of exchange rate changes on cash | (104) | (1,502) |
Net (decrease) increase in cash and cash equivalents | (41,777) | 820 |
Cash and cash equivalents - beginning of period | 194,856 | 171,580 |
Cash and cash equivalents - end of period | 153,079 | 172,400 |
Eliminations | ||
Operating Activities | ||
Net cash provided by operating activities | 0 | (64,754) |
Investing Activities | ||
Capital expenditures | 0 | 0 |
Proceeds from sale of property, plant and equipment | 0 | 0 |
Rental asset lease buyout for Viking divestiture | 0 | |
Proceeds from sale of business, net of transaction costs | 0 | |
Cash paid for business acquisitions, Net of Cash Acquired | 0 | |
Intercompany investment | 100 | |
Cash used in investing activities | 100 | 0 |
Financing Activities | ||
Principal repayments on term loan | 0 | 0 |
Repayments of Senior Debt | 0 | |
Stock option exercises and other | 0 | 0 |
Taxes paid related to the net share settlement of equity awards | 0 | 0 |
Payments of deferred acquisition consideration | 0 | |
Cash dividend | 0 | 64,754 |
Intercompany Loan Activity | 0 | 0 |
Intercompany capital contribution | (100) | |
Cash used in financing activities | (100) | 64,754 |
Effect of exchange rate changes on cash | 0 | 0 |
Net (decrease) increase 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 |