8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported): May 4, 2020

ENERPAC TOOL GROUP CORP

(Exact name of Registrant, as specified in its charter)

Wisconsin	1-11288	39-0168610
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

N86 W12500 WESTBROOK CROSSING

MENOMONEE FALLS, WISCONSIN 53051

Mailing address: P.O. Box 3241, Milwaukee, Wisconsin 53201

(Address of principal executive offices) (Zip code)

Registrant’s telephone number, including area code: (262) 293-1500

Former name or address, if changed since last report:

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):    

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, par value $0.20 per share	EPAC	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01    Regulation FD Disclosure

Enerpac Tool Group Corp. (the “Company”) intends to use the materials furnished as Exhibit 99.1 to this Current Report on Form 8-K, which is incorporated by reference herein, in conjunction with a presentation to be made at a conference on May 5, 2020, which materials will also be posted on the Company’s website, www.enerpac.com.

The information set forth in this Item 7.01 and in Exhibit 99.1 is “furnished” under Item 7.01 of Form 8-K. Such information shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01    Financial Statements and Exhibits

(d) Exhibits:

Exhibit
Number	Description
99.1	Enerpac Tool Group Corp. presentation materials dated May 5, 2020
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

Date:  May 4, 2020
	ENERPAC TOOL GROUP CORP.
	By:	/s/ Fabrizio Rasetti
		Fabrizio Rasetti
		Executive Vice President, General Counsel
		and Secretary

EX-99.1

Exhibit 99.1 Wells Fargo Industrials & Oppenheimer Industrial Growth Conferences May 5&6, 2020 1

Forward-Looking Statements Statements in this presentation that are not historical are considered “forward-looking statements” and are subject to change based on various factors and uncertainties that may cause actual results to differ significantly from expectations. Those factors are contained in Enerpac Tool Group’s Securities and Exchange Commission filings. All estimates of future performance are as of March 19, 2020. Enerpac Tool Group’s inclusion of these estimates or targets in the presentation is not an update, confirmation, affirmation or disavowal of the estimates or targets. In this presentation certain non-GAAP financial measures may be used. Please see the supplemental financial schedules at the end of this presentation or accompanying the Q2 Fiscal 2020 earnings press release for a reconciliation to the appropriate GAAP measure. 2

Controlling What We Can Control As we progress through the uncertainty and volatility of the dual impacts of COVID-19 and the Oil and Gas shock, we are focused on controlling those things under our control: ▪ Employee Safety and Plant Operations ▪ Cash and Liquidity ▪ Cost measures – permanent and temporary ▪ Capital Allocation ▪ Organic growth strategy execution ▪ Contributing to our communities ▪ Preparing for next phases 3

Controlling What We Can Control – Employee Safety and Plant Operations Employee Safety is #1 Concern ▪ Plants are operating as essential businesses ▪ Split shifts in our plants ▪ Temperatures are monitored and masks are provided at all operating locations ▪ Aggressive cleaning measures ▪ Enforcing social distancing ▪ Non-production personnel are working from home – nearly 2/3 of our employees ▪ We have quickly become adept at effectively working remotely ▪ Focus on collaboration internally and externally ▪ Suspended all travel except when employees are required at customer sites 4

Controlling What We Can Control - Cash and Liquidity Strong Balance Sheet* – We are well positioned Current Debt Structure*: ▪ Leverage at 1.3X • High Yield Bonds: $287M at 5.625% ▪ Interest coverage at 4.02X • Revolver: $400M – nothing drawn; current borrowing rate L+1.375% ▪ Liquidity • Term Loan Accordion**: up to $200M ▪ >$160 million of cash • Additional/Revolver Accordion**: up to $300M ▪ Undrawn Revolver - $400 million ▪ Credit facility covenants – ▪ Net debt/EBITDA of 3.75x with holiday of up to 4.25x ▪ Minimum interest coverage (TTM EBITDA / Annual interest expense) of 3.50x with a 12-month post- divestiture minimum of 3.00x in effect through fiscal 2020, Proactively Managing Capital Structure ▪ Focusing on liquidity preservation, while positioning for long-term growth ▪ Given interest rate environment and flexibility in existing credit facility, evaluating options to reduce interest expense ▪ ~ $20 million in annual interest expense from high yield bonds due 2022 – callable at par June 2020 ▪ Amended the credit facility to extend the 3.00x minimum interest coverage for 12 additional months through fiscal 2021, providing additional flexibility in case of a prolonged downturn 5 *as of 2/28/20 **revolver and term loan can both be increased under existing credit facility

Controlling What We Can Control – Cost structure actions Cost Control Measures ▪ Temporary/COVID-19 related measures generating ~$9M in savings in back half of fiscal 2020: ▪ U.S.-based salaried employees ▪ 2-week furlough ▪ Temporarily suspended 401k match ▪ Suspended fiscal 2020 annual bonus program ▪ Executing on savings for rest of world based on local employment regulations ▪ Participating in foreign government assistance programs as available ▪ Eliminated discretionary spending including non-essential capex ▪ Permanent cost measures - March 2019 announced accelerated actions to eliminate ~$10 million of structural and redundant costs post ECS divestiture ▪ Accelerating Enerpac footprint rationalization ▪ As COVID-19 impacts progress, we will continue to evaluate opportunities for cost reductions more permanent in nature 6

Prioritizing Capital Allocation • Given the volatility in Reduce Debt and Maintain a Strong Balance Sheet the market, our current capital allocation priorities are focused on maintaining a strong balance sheet and financial flexibility Invest in Ourselves to Drive Organic Growth • Investing in ourselves is a key priority • We have suspended repurchases until we have greater clarity Opportunistic Share Buybacks • We will continue to cultivate our M&A pipeline to act opportunistically when our markets stabilize Disciplined M&A within Tool Space 7

Controlling What We Can Control – Organic Growth Initiatives New Product Development (NPD) ▪ Continuing our investment ▪ NPVI greater than 10% through Q2 provides meaningful impact to current conditions ▪ New product launches continue throughout the year – including key products from HTL acquisition 8

Controlling What We Can Control – Organic Growth Initiatives Commercial Effectiveness ▪ Further realignment of commercial team to get closer to customer through March actions ▪ Since COVID-19 ▪ Continued support of our distributors through virtual training and meetings ▪ Supporting markets where demand continues – power generation ▪ Targeted e-commerce and digital marketing programs ▪ Newly launched B2C e-commerce site and enhanced B2B ▪ E-mail marketing campaigns focused new products and promotions ▪ Social media campaigns promoting new products and driving Enerpac awareness 9

Controlling What We Can Control Contributing to our Communities Community Outreach ▪ Continue to support the communities in which we live ▪ Donation of masks to local hospitals ▪ Columbus, WI operations team produced face shields for local health care providers ▪ Cortland, NY team produced masks using existing production materials ▪ Charitable donation to support community initiatives in Milwaukee 10

Controlling What We Can Control Preparing for What Comes Next Post-quarantine Preparedness ▪ Employee safety will continue to be our priority ▪ Regional preparedness planning underway to open offices and return to work ▪ Will follow guidelines from local governments ▪ Monitoring supply chains ▪ Production facilities operating safely to meet customer demand 11

XML

Document and Entity Information Document	May 04, 2020
Document Entity Information [Abstract]
Entity Central Index Key	0000006955
Document Type	8-K
Document Period End Date	May 04, 2020
Entity Registrant Name	ENERPAC TOOL GROUP CORP
Entity Incorporation, State or Country Code	WI
Entity File Number	1-11288
Entity Tax Identification Number	39-0168610
Entity Address, Address Line One	N86 W12500 WESTBROOK CROSSING
Entity Address, City or Town	MENOMONEE FALLS,
Entity Address, State or Province	WI
Entity Address, Postal Zip Code	53051
City Area Code	262
Local Phone Number	293-1500
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A Common Stock, par value $0.20 per share
Trading Symbol	EPAC
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Amendment Flag	false