0000006955-24-000037.txt : 20240322 0000006955-24-000037.hdr.sgml : 20240322 20240322125011 ACCESSION NUMBER: 0000006955-24-000037 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 87 CONFORMED PERIOD OF REPORT: 20240229 FILED AS OF DATE: 20240322 DATE AS OF CHANGE: 20240322 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ENERPAC TOOL GROUP CORP CENTRAL INDEX KEY: 0000006955 STANDARD INDUSTRIAL CLASSIFICATION: MISC INDUSTRIAL & COMMERCIAL MACHINERY & EQUIPMENT [3590] ORGANIZATION NAME: 06 Technology IRS NUMBER: 390168610 STATE OF INCORPORATION: WI FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-11288 FILM NUMBER: 24774456 BUSINESS ADDRESS: STREET 1: N86 W12500 WESTBROOK CROSSING CITY: MENOMONEE FALLS STATE: WI ZIP: 53051 BUSINESS PHONE: 262-293-1697 MAIL ADDRESS: STREET 1: N86 W12500 WESTBROOK CROSSING CITY: MENOMONEE FALLS STATE: WI ZIP: 53051 FORMER COMPANY: FORMER CONFORMED NAME: ACTUANT CORP DATE OF NAME CHANGE: 20010110 FORMER COMPANY: FORMER CONFORMED NAME: APPLIED POWER INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: APPLIED POWER INDUSTRIES INC DATE OF NAME CHANGE: 19730123 10-Q 1 epac-20240229.htm 10-Q epac-20240229
10-QFALSE2/29/20242024Q200000069558/3154,253,540FALSEFALSEFALSEFALSEWITRUE28,772,7150.200.20168,000,000168,000,00054,252,75283,760,7980.20.50.20.300000069552023-09-012024-02-2900000069552024-03-18xbrli:shares00000069552023-12-012024-02-29iso4217:USD00000069552022-12-012023-02-2800000069552022-09-012023-02-28iso4217:USDxbrli:shares00000069552024-02-2900000069552023-08-310000006955us-gaap:CommonClassAMember2024-02-290000006955us-gaap:CommonClassAMember2023-08-3100000069552022-08-3100000069552023-02-280000006955us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-02-290000006955us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-08-310000006955us-gaap:TransferredAtPointInTimeMember2023-12-012024-02-290000006955us-gaap:TransferredAtPointInTimeMember2022-12-012023-02-280000006955us-gaap:TransferredAtPointInTimeMember2023-09-012024-02-290000006955us-gaap:TransferredAtPointInTimeMember2022-09-012023-02-280000006955us-gaap:TransferredOverTimeMember2023-12-012024-02-290000006955us-gaap:TransferredOverTimeMember2022-12-012023-02-280000006955us-gaap:TransferredOverTimeMember2023-09-012024-02-290000006955us-gaap:TransferredOverTimeMember2022-09-012023-02-2800000069552022-03-232022-03-2300000069552022-09-232022-09-230000006955epac:ASCENDRestructuringPlanMember2023-12-012024-02-290000006955epac:ASCENDRestructuringPlanMember2023-09-012024-02-290000006955epac:ASCENDRestructuringPlanMember2022-12-012023-02-280000006955epac:ASCENDRestructuringPlanMember2022-09-012023-02-2800000069552022-06-272022-06-270000006955epac:ASCENDRestructuringPlanMemberepac:IndustrialToolsServicesMemberDomain2023-08-310000006955us-gaap:CorporateMemberepac:ASCENDRestructuringPlanMember2023-08-310000006955epac:ASCENDRestructuringPlanMemberepac:IndustrialToolsServicesMemberDomain2023-09-012024-02-290000006955us-gaap:CorporateMemberepac:ASCENDRestructuringPlanMember2023-09-012024-02-290000006955epac:ASCENDRestructuringPlanMemberepac:IndustrialToolsServicesMemberDomain2024-02-290000006955us-gaap:CorporateMemberepac:ASCENDRestructuringPlanMember2024-02-290000006955epac:ASCENDRestructuringPlanMemberepac:IndustrialToolsServicesMemberDomain2022-08-310000006955us-gaap:CorporateMemberepac:ASCENDRestructuringPlanMember2022-08-310000006955epac:ASCENDRestructuringPlanMemberepac:IndustrialToolsServicesMemberDomain2022-09-012023-02-280000006955us-gaap:CorporateMemberepac:ASCENDRestructuringPlanMember2022-09-012023-02-280000006955epac:ASCENDRestructuringPlanMemberepac:IndustrialToolsServicesMemberDomain2023-02-280000006955us-gaap:CorporateMemberepac:ASCENDRestructuringPlanMember2023-02-2800000069552019-10-312019-10-310000006955epac:EngineeredComponentsSystemsMemberDomain2019-10-312019-10-310000006955epac:EngineeredComponentsSystemsMemberDomain2023-12-012024-02-290000006955epac:EngineeredComponentsSystemsMemberDomain2022-12-012023-02-280000006955epac:EngineeredComponentsSystemsMember2023-09-012024-02-290000006955epac:EngineeredComponentsSystemsMember2022-09-012023-02-280000006955epac:CortlandIndustrialMember2023-07-112023-07-110000006955epac:CortlandIndustrialMember2023-07-112023-11-300000006955epac:CortlandIndustrialMember2023-09-012023-11-300000006955epac:CortlandIndustrialMember2022-12-012023-02-280000006955epac:CortlandIndustrialMember2022-09-012023-02-280000006955epac:IndustrialToolsServicesMemberDomain2023-08-310000006955epac:OtherOperatingSegmentMember2023-08-310000006955epac:IndustrialToolsServicesMemberDomain2023-09-012024-02-290000006955epac:OtherOperatingSegmentMember2023-09-012024-02-290000006955epac:IndustrialToolsServicesMemberDomain2024-02-290000006955epac:OtherOperatingSegmentMember2024-02-290000006955us-gaap:CustomerRelationshipsMember2024-02-290000006955us-gaap:CustomerRelationshipsMember2023-08-310000006955us-gaap:PatentsMember2024-02-290000006955us-gaap:PatentsMember2023-08-310000006955us-gaap:TrademarksAndTradeNamesMember2024-02-290000006955us-gaap:TrademarksAndTradeNamesMember2023-08-310000006955us-gaap:TradeNamesMember2024-02-290000006955us-gaap:TradeNamesMember2023-08-310000006955us-gaap:RevolvingCreditFacilityMember2024-02-290000006955us-gaap:RevolvingCreditFacilityMember2023-08-310000006955epac:SeniorCreditFacilityTermLoanMemberus-gaap:DebtInstrumentNameDomain2024-02-290000006955epac:SeniorCreditFacilityTermLoanMemberus-gaap:DebtInstrumentNameDomain2023-08-3100000069552022-09-090000006955us-gaap:RevolvingCreditFacilityMember2022-09-090000006955epac:SeniorCreditFacilityTermLoanMember2022-09-090000006955epac:SeniorCreditFacilityTermLoanMemberus-gaap:SecuredOvernightFinancingRateSofrOvernightIndexSwapRateMembersrt:MinimumMember2022-09-092022-09-09xbrli:pure0000006955srt:MaximumMemberepac:SeniorCreditFacilityTermLoanMemberus-gaap:SecuredOvernightFinancingRateSofrOvernightIndexSwapRateMember2022-09-092022-09-090000006955srt:MinimumMember2022-09-092022-09-090000006955srt:MaximumMember2022-09-092022-09-090000006955srt:MaximumMemberepac:SeniorCreditFacilityTermLoanMember2022-09-090000006955epac:SeniorCreditFacilityTermLoanMembersrt:MinimumMember2022-09-090000006955srt:MaximumMember2022-09-090000006955srt:MinimumMember2022-09-090000006955epac:SeniorCreditFacilityTermLoanMember2024-02-290000006955epac:SeniorCreditFacilityRevolverMember2024-02-290000006955us-gaap:FairValueHedgingMember2024-02-290000006955us-gaap:FairValueHedgingMember2023-08-310000006955us-gaap:InterestRateSwapMember2022-12-080000006955us-gaap:NetInvestmentHedgingMember2024-02-2900000069552011-09-012024-02-2900000069552023-12-182023-12-1800000069552023-12-012023-12-1800000069552023-12-192024-02-290000006955epac:ParValueMember2023-12-012024-02-290000006955us-gaap:AdditionalPaidInCapitalMember2023-12-012024-02-290000006955us-gaap:CommonStockMember2023-08-310000006955us-gaap:AdditionalPaidInCapitalMember2023-08-310000006955us-gaap:TreasuryStockCommonMember2023-08-310000006955us-gaap:RetainedEarningsMember2023-08-310000006955epac:StockheldintrustmemberMember2023-08-310000006955us-gaap:DeferredCompensationShareBasedPaymentsMember2023-08-310000006955us-gaap:RetainedEarningsMember2023-09-012023-11-3000000069552023-09-012023-11-300000006955us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-09-012023-11-300000006955us-gaap:CommonStockMember2023-09-012023-11-300000006955us-gaap:AdditionalPaidInCapitalMember2023-09-012023-11-300000006955us-gaap:TreasuryStockCommonMember2023-09-012023-11-300000006955epac:StockheldintrustmemberMember2023-09-012023-11-300000006955us-gaap:DeferredCompensationShareBasedPaymentsMember2023-09-012023-11-300000006955us-gaap:CommonStockMember2023-11-300000006955us-gaap:AdditionalPaidInCapitalMember2023-11-300000006955us-gaap:TreasuryStockCommonMember2023-11-300000006955us-gaap:RetainedEarningsMember2023-11-300000006955us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-11-300000006955epac:StockheldintrustmemberMember2023-11-300000006955us-gaap:DeferredCompensationShareBasedPaymentsMember2023-11-3000000069552023-11-300000006955us-gaap:RetainedEarningsMember2023-12-012024-02-290000006955us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-12-012024-02-290000006955us-gaap:CommonStockMember2023-12-012024-02-290000006955epac:StockheldintrustmemberMember2023-12-012024-02-290000006955us-gaap:DeferredCompensationShareBasedPaymentsMember2023-12-012024-02-290000006955us-gaap:TreasuryStockCommonMember2023-12-012024-02-290000006955us-gaap:CommonStockMember2024-02-290000006955us-gaap:AdditionalPaidInCapitalMember2024-02-290000006955us-gaap:TreasuryStockCommonMember2024-02-290000006955us-gaap:RetainedEarningsMember2024-02-290000006955epac:StockheldintrustmemberMember2024-02-290000006955us-gaap:DeferredCompensationShareBasedPaymentsMember2024-02-290000006955us-gaap:CommonStockMember2022-08-310000006955us-gaap:AdditionalPaidInCapitalMember2022-08-310000006955us-gaap:TreasuryStockCommonMember2022-08-310000006955us-gaap:RetainedEarningsMember2022-08-310000006955us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-08-310000006955epac:StockheldintrustmemberMember2022-08-310000006955us-gaap:DeferredCompensationShareBasedPaymentsMember2022-08-310000006955us-gaap:RetainedEarningsMember2022-09-012022-11-3000000069552022-09-012022-11-300000006955us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-09-012022-11-300000006955us-gaap:CommonStockMember2022-09-012022-11-300000006955us-gaap:AdditionalPaidInCapitalMember2022-09-012022-11-300000006955epac:StockheldintrustmemberMember2022-09-012022-11-300000006955us-gaap:DeferredCompensationShareBasedPaymentsMember2022-09-012022-11-300000006955us-gaap:CommonStockMember2022-11-300000006955us-gaap:AdditionalPaidInCapitalMember2022-11-300000006955us-gaap:TreasuryStockCommonMember2022-11-300000006955us-gaap:RetainedEarningsMember2022-11-300000006955us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-11-300000006955epac:StockheldintrustmemberMember2022-11-300000006955us-gaap:DeferredCompensationShareBasedPaymentsMember2022-11-3000000069552022-11-300000006955us-gaap:RetainedEarningsMember2022-12-012023-02-280000006955us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-12-012023-02-280000006955us-gaap:CommonStockMember2022-12-012023-02-280000006955us-gaap:AdditionalPaidInCapitalMember2022-12-012023-02-280000006955epac:StockheldintrustmemberMember2022-12-012023-02-280000006955us-gaap:DeferredCompensationShareBasedPaymentsMember2022-12-012023-02-280000006955us-gaap:CommonStockMember2023-02-280000006955us-gaap:AdditionalPaidInCapitalMember2023-02-280000006955us-gaap:TreasuryStockCommonMember2023-02-280000006955us-gaap:RetainedEarningsMember2023-02-280000006955us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-02-280000006955epac:StockheldintrustmemberMember2023-02-280000006955us-gaap:DeferredCompensationShareBasedPaymentsMember2023-02-280000006955epac:ProductsMemberepac:IndustrialToolsServicesMemberDomain2023-12-012024-02-290000006955epac:ProductsMemberepac:IndustrialToolsServicesMemberDomain2022-12-012023-02-280000006955epac:ProductsMember2023-09-012024-02-290000006955epac:ProductsMember2022-09-012023-02-280000006955epac:ServiceRentalMemberepac:IndustrialToolsServicesMemberDomain2023-12-012024-02-290000006955epac:ServiceRentalMemberepac:IndustrialToolsServicesMemberDomain2022-12-012023-02-280000006955epac:ServiceRentalMember2023-09-012024-02-290000006955epac:ServiceRentalMember2022-09-012023-02-280000006955epac:IndustrialToolsServicesMemberDomain2023-12-012024-02-290000006955epac:IndustrialToolsServicesMemberDomain2022-12-012023-02-280000006955epac:IndustrialToolsServicesMemberDomain2022-09-012023-02-280000006955epac:OtherOperatingSegmentMember2023-12-012024-02-290000006955epac:OtherOperatingSegmentMember2022-12-012023-02-280000006955epac:OtherOperatingSegmentMember2022-09-012023-02-280000006955epac:GeneralCorporateMember2023-12-012024-02-290000006955epac:GeneralCorporateMember2022-12-012023-02-280000006955epac:GeneralCorporateMember2023-09-012024-02-290000006955epac:GeneralCorporateMember2022-09-012023-02-280000006955epac:GeneralCorporateMember2024-02-290000006955epac:GeneralCorporateMember2023-08-310000006955srt:MinimumMember2024-02-290000006955srt:MaximumMember2024-02-29

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
——————————— 
FORM 10-Q
 ————————————
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended February 29, 2024
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File No. 1-11288 
 ————————————
ENERPAC TOOL GROUP CORP.
(Exact name of registrant as specified in its charter)
 ————————————
Wisconsin 39-0168610
(State of incorporation) (I.R.S. Employer Id. No.)
N86 W12500 WESTBROOK CROSSING
MENOMONEE FALLS, WISCONSIN 53051
Mailing address: P. O. Box 3241, Milwaukee, Wisconsin 53201
(Address of principal executive offices)
(262) 293-1500
(Registrant’s telephone number, including area code)
 ————————————
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTicker Symbol(s)Name of each exchange on which registered
Class A common stock, $0.20 par value per shareEPACNYSE
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  x    No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large Accelerated FilerAccelerated Filer
Non-accelerated FilerSmaller reporting company
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.      
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.):    Yes  ¨    No  
The number of shares outstanding of the registrant’s Class A Common Stock as of March 18, 2024 was 54,253,540.


TABLE OF CONTENTS
 

FORWARD-LOOKING STATEMENTS AND CAUTIONARY FACTORS
This quarterly report on Form 10-Q contains certain statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties. Such forward-looking statements include statements regarding expected financial results and other planned events, including, but not limited to, anticipated liquidity, anticipated restructuring costs and related savings, anticipated future charges and anticipated capital expenditures. The terms “may,” “should,” “could,” “anticipate,” “believe,” “estimate,” “expect,” “objective,” “plan,” “project” and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. Therefore, actual future events or results may differ materially from these statements. We disclaim any obligation to publicly update or revise any forward-looking statements as a result of new information, future events or any other reason.
The following is a list of factors, among others, that could cause actual results to differ materially from the forward-looking statements:
supply chain issues, including shortages of adequate component supply that increase our costs or cause delays in our ability to fulfill orders;
failure to estimate customer demand properly may result or could have an adverse impact on our business and operating results and our relationship with customers;
the deterioration of, or instability in, the domestic and international economy and/or in our various end markets, including as a result of geopolitical activity, including the invasion of Ukraine by Russia and international sanctions imposed in response thereto, the armed conflict involving Hamas and Israel, and the attacks on commercial ships in the Red Sea;
decreased demand from customers in the oil & gas industry, including as a result of significant volatility in oil prices resulting from disruptions in the oil markets;
uncertainty over global tariffs or the financial impact of tariffs;
our ability to execute on restructuring actions and on the objectives related to the ASCEND transformation program in order to achieve anticipated incremental operating profit;
logistics challenges, including global freight capacity shortages, significant increases in freight costs or other delays in our ability to fulfill orders and the previously mentioned attacks on commercial ships in the Red Sea;
1


failure to collect on accounts receivable, including in certain foreign jurisdictions where sales are concentrated to a limited number of distributors or agents;
risks related to our reliance on independent agents and distributors for the distribution and service of products;
a significant failure in our information technology (IT) infrastructure, such as unauthorized access to financial and other sensitive data or cybersecurity threats;
a material disruption at a significant manufacturing facility;
competition in the markets we serve;
currency exchange rate fluctuations, export and import restrictions, transportation disruptions or shortages, and other risks inherent in our international operations;
regulatory and legal developments, including litigation, such as product liability and warranty claims;
failure to develop new products and the extent of market acceptance of new products and price increases
our ability to execute on our growth strategy;
our ability to successfully identify, consummate and integrate acquisitions and realize anticipated benefits/results from acquired companies as part of our portfolio management process;
the effects of divestitures and/or discontinued operations, including retained liabilities from, or indemnification obligations with respect to, disposed businesses;
if the operating performance of our businesses were to fall significantly below normalized levels, the potential for a non-cash impairment charge of goodwill and/or other intangible assets, as they represent a substantial amount of our total assets;
a global economic recession;
the impact of rapidly rising interest rates and material, labor, or overhead cost increases;
our ability to comply with the covenants in our debt agreements and fluctuations in interest rates;
our ability to attract, develop, and retain qualified employees;
inadequate intellectual property protection or infringement of the intellectual property of others;
our ability to access capital markets; and
other matters, including those of a political, economic, business, competitive and regulatory nature contained from time to time in our U.S. Securities and Exchange Commission ("SEC") filings, including, but not limited to, those factors listed in the "Risk Factors" section within Item 1A of Part I of our Form 10-K for the fiscal year ended August 31, 2023 filed with the SEC on October 20, 2023.
When used herein, the terms “we,” “us,” “our” and the “Company” refer to Enerpac Tool Group Corp. and its subsidiaries. Reference to fiscal years, such as "fiscal 2024," are to the fiscal year ending on August 31 of the specified year. Enerpac Tool Group Corp. provides free-of-charge access to its Annual Report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments thereto, through its website, www.enerpactoolgroup.com, as soon as reasonably practicable after such reports are electronically filed with the SEC.
2


PART I—FINANCIAL INFORMATION
Item 1—Financial Statements
ENERPAC TOOL GROUP CORP.
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(In thousands, except per share amounts)
(Unaudited)
Three Months EndedSix Months Ended
 February 29, 2024February 28, 2023February 29, 2024February 28, 2023
Net sales $138,437 $141,960 $280,406 $281,342 
Cost of products sold66,962 71,593 134,681 143,069 
Gross profit71,475 70,367 145,725 138,273 
Selling, general and administrative expenses40,723 52,059 82,938 105,306 
Amortization of intangible assets833 1,349 1,657 2,717 
Restructuring charges398 2,987 2,799 3,969 
Impairment & divestiture charges  147  
Operating profit29,521 13,972 58,184 26,281 
Financing costs, net3,711 3,105 7,408 5,920 
Other expense, net543 721 1,535 1,423 
Earnings before income tax expense25,267 10,146 49,241 18,938 
Income tax expense7,396 2,988 13,064 5,370 
Net earnings from continuing operations17,871 7,158 36,177 13,568 
Loss from discontinued operations, net of income taxes(54)(2,661)(622)(1,618)
Net earnings$17,817 $4,497 $35,555 $11,950 
Earnings per share from continuing operations
Basic$0.33 $0.13 $0.67 $0.24 
Diluted$0.33 $0.12 $0.66 $0.24 
Loss per share from discontinued operations
Basic$(0.00)$(0.05)$(0.01)$(0.03)
Diluted$(0.00)$(0.05)$(0.01)$(0.03)
Earnings per share*
Basic$0.33 $0.08 $0.65 $0.21 
Diluted$0.33 $0.08 $0.65 $0.21 
Weighted average common shares outstanding
Basic54,213 57,042 54,370 56,964 
Diluted54,685 57,500 54,846 57,409 
*The total of Earnings per share from continuing operations and Loss per share from discontinued operations may not equal Earnings per share due to rounding.
The accompanying notes are an integral part of these condensed consolidated financial statements.
3


ENERPAC TOOL GROUP CORP.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
(Unaudited)
 Three Months EndedSix Months Ended
 February 29, 2024February 28, 2023February 29, 2024February 28, 2023
Net earnings$17,817 $4,497 $35,555 $11,950 
Other comprehensive income, net of tax
Foreign currency translation adjustments(2,921)877 (2,883)6,818 
Pension and other postretirement benefit plans1,965 139 1,060 222 
Cash flow hedges(251)227 986 227 
Total other comprehensive (loss) income, net of tax(1,207)1,243 (837)7,267 
Comprehensive income$16,610 $5,740 $34,718 $19,217 
The accompanying notes are an integral part of these condensed consolidated financial statements.

4


ENERPAC TOOL GROUP CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share amounts)
(Unaudited)
February 29, 2024August 31, 2023
ASSETS
Current assets
Cash and cash equivalents$153,693 $154,415 
Accounts receivable, net97,590 97,649 
Inventories, net82,872 74,765 
Other current assets33,150 28,811 
Total current assets367,305 355,640 
Property, plant and equipment, net36,963 38,968 
Goodwill266,113 266,494 
Other intangible assets, net36,856 37,338 
Other long-term assets62,049 64,157 
Total assets$769,286 $762,597 
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Trade accounts payable$44,016 $50,483 
Accrued compensation and benefits20,452 33,194 
Current maturities of debt 5,000 3,750 
Income taxes payable4,060 3,771 
Other current liabilities44,621 56,922 
Total current liabilities118,149 148,120 
Long-term debt, net239,920 210,337 
Deferred income taxes6,644 5,667 
Pension and postretirement benefit liabilities10,066 10,247 
Other long-term liabilities57,581 61,606 
Total liabilities432,360 435,977 
Shareholders’ equity
Class A common stock, $0.20 par value per share, authorized 168,000,000 shares, issued 54,252,752 and 83,760,798 shares, respectively10,851 16,752 
Additional paid-in capital226,075 220,472 
Treasury stock, at cost, 0 and 28,772,715 shares, respectively (800,506)
Retained earnings222,047 1,011,112 
Accumulated other comprehensive loss(122,047)(121,210)
Stock held in trust(3,777)(3,484)
Deferred compensation liability3,777 3,484 
Total shareholders' equity336,926 326,620 
Total liabilities and shareholders’ equity$769,286 $762,597 
The accompanying notes are an integral part of these condensed consolidated financial statements.
5


ENERPAC TOOL GROUP CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
 Six Months Ended
 February 29, 2024February 28, 2023
Operating Activities
Net earnings$35,555 $11,950 
Less: Loss from discontinued operations, net of income taxes(622)(1,618)
Net earnings from continuing operations36,177 13,568 
Adjustments to reconcile net earnings to net cash provided by operating activities - continuing operations:
Impairment & divestiture charges147  
Depreciation and amortization6,754 8,419 
Stock-based compensation expense5,527 4,275 
Benefit for deferred income taxes418 440 
Amortization of debt issuance costs292 610 
Other non-cash expenses1,954 33 
Changes in components of working capital and other, excluding acquisitions and divestitures:
Accounts receivable(375)7,436 
Inventories(7,818)(8,714)
Trade accounts payable(6,514)(19,040)
Prepaid expenses and other assets(5,806)(2,452)
Income tax accounts1,345 3,440 
Accrued compensation and benefits(12,625)2,193 
Other accrued liabilities(7,411)(2,249)
Cash provided by operating activities - continuing operations12,065 7,959 
Cash (used in) provided by operating activities - discontinued operations(5,413)1,818 
Cash provided by operating activities6,652 9,777 
Investing Activities
Capital expenditures(3,152)(5,465)
Working capital adjustment from the sale of business assets(1,133) 
Purchase of assets(1,402)584 
Cash used in investing activities - continuing operations(5,687)(4,881)
Cash used in investing activities (5,687)(4,881)
Financing Activities
Borrowings on revolving credit facility48,000 41,000 
Principal repayments on revolving credit facility(16,000)(31,000)
Principal repayments on term loan(1,250) 
Proceeds from issuance of term loan 200,000 
Payment for redemption of revolver (200,000)
Swingline borrowings/repayments, net (4,000)
Payment of debt issuance costs (2,486)
Purchase of treasury shares(30,108) 
Taxes paid related to the net share settlement of equity awards(3,076)(2,474)
Stock option exercises & other2,871 1,021 
Payment of cash dividend(2,178)(2,274)
Cash used in financing activities - continuing operations(1,741)(213)
Cash used in financing activities (1,741)(213)
Effect of exchange rate changes on cash54 (719)
Net (decrease) increase in cash and cash equivalents(722)3,964 
Cash and cash equivalents - beginning of period154,415 120,699 
Cash and cash equivalents - end of period$153,693 $124,663 
The accompanying notes are an integral part of these condensed consolidated financial statements.
6


NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Basis of Presentation
General
Enerpac Tool Group Corp. (the "Company") is a premier industrial tools, services, technology and solutions company serving a broad and diverse set of customers in more than 100 countries. The Company has one reportable segment, Industrial Tools & Services ("IT&S"), and an Other operating segment, which does not meet the criteria to be considered a reportable segment.
The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles ("GAAP") 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 GAAP for complete financial statements. The condensed consolidated balance sheet data as of August 31, 2023 was derived from the Company’s audited financial statements but does not include all disclosures required by GAAP. For additional information, including the Company’s significant accounting policies, refer to the consolidated financial statements and related footnotes in the Company’s fiscal 2023 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 six months ended February 29, 2024 are not necessarily indicative of the results that may be expected for the entire fiscal year ending August 31, 2024.
Accumulated Other Comprehensive Loss
The following is a summary of the Company's accumulated other comprehensive loss (in thousands):
February 29, 2024August 31, 2023
Foreign currency translation adjustments$105,151 $102,268 
Pension and other postretirement benefit plans17,334 18,394 
Cash flow hedges(438)548 
Accumulated other comprehensive loss$122,047 $121,210 
Property Plant and Equipment
The following is a summary of the Company's components of property, plant and equipment (in thousands):
February 29, 2024August 31, 2023
Land, buildings and improvements$14,157 $14,070 
Machinery and equipment138,684 136,566 
Gross property, plant and equipment152,841 150,636 
Less: Accumulated depreciation(115,878)(111,668)
Property, plant and equipment, net$36,963 $38,968 
Product Warranty Costs
The Company generally offers its customers an assurance warranty on products sold, although warranty periods may vary by product type and application. The reserve for future warranty claims, which is recorded within the "Other current liabilities" line in the Condensed Consolidated Balance Sheets, is based on historical claim rates and current warranty cost experience. The following summarizes the changes in product warranty reserves for the six months ended February 29, 2024 and the six months ended February 28, 2023, respectively (in thousands):
 Six Months Ended
 February 29, 2024February 28, 2023
Beginning balance$856 $1,140 
Provision for warranties132 389 
Warranty payments and costs incurred(318)(416)
Impact of changes in foreign currency rates(1)20 
Ending balance$669 $1,133 
7


Note 2. Revenue from Contracts with Customers
Nature of Goods and Services
The Company generates its revenue under two principal activities, which are discussed below:
Product Sales: Sales of tools, heavy-lifting solutions, and biomedical textiles are recorded when control is transferred to the customer (i.e., performance obligation has been satisfied). For the majority of the Company’s product sales, revenue is recognized at a point in time when control of the product is transferred to the customer, which generally occurs when the product is shipped from the Company to the customer. For certain other products that are highly customized and have a limited alternative use, and for which the Company has an enforceable right of reimbursement for performance completed to date, revenue is recognized over time. We consider the input measure (efforts-expended or cost-to-cost) or output measure as a fair measure of progress for the recognition of over-time revenue associated with these custom products. For a majority of the Company’s custom products, machine hours and labor hours (efforts-expended measurement) are used as a measure of progress.
Service & Rental Sales: Service contracts consist of providing highly trained technicians to perform bolting, technical services, machining and joint-integrity work for our customers. These revenues are recognized over time as our customers simultaneously receive and consume the benefits provided by the Company. We consider the input measure (efforts-expended or cost-to-cost) or output measure as a fair measure of progress for the recognition of over-time revenue associated with service contracts. For a majority of the Company’s service contracts, labor hours (efforts-expended measurement) is used as the measure of progress when it is determined to be a better depiction of the transfer of control to the customer due to the timing and pattern of labor hours incurred. Revenue from rental contracts (less than a year and non-customized products) is generally recognized ratably over the contract term, depicting the customer’s consumption of the benefit related to the rental equipment.
Disaggregated Revenue and Performance Obligations
The Company disaggregates revenue from contracts with customers by reportable segment and product line and by the timing of when goods and services are transferred. See Note 12, "Segment Information" for information regarding our revenue disaggregation by reportable segment and product line.
The following table presents information regarding revenues disaggregated by the timing of when goods and services are transferred (in thousands):
Three Months EndedSix Months Ended
February 29, 2024February 28, 2023February 29, 2024February 28, 2023
Revenues recognized at point in time$108,385 $113,875 $214,526 $223,778 
Revenues recognized over time30,052 28,085 65,880 57,564 
Total$138,437 $141,960 $280,406 $281,342 
Contract Balances
The Company's contract assets and liabilities are as follows (in thousands):
February 29, 2024August 31, 2023
Receivables, which are included in accounts receivable, net$97,590 $97,649 
Contract assets, which are included in other current assets4,492 3,989 
Contract liabilities, which are included in other current liabilities3,652 2,927 
Receivables: The Company performs its obligations under a contract with a customer by transferring goods or services in exchange for consideration from the customer. The Company typically invoices its customers as soon as control of an asset is transferred and a receivable for the Company is established. Accounts receivable, net is recorded at face amount of customer receivables less an allowance for doubtful accounts. The Company maintains an allowance for doubtful accounts for expected losses as a result of customers’ inability to make required payments. Management evaluates the aging of customer receivable balances, the financial condition of its customers, historical trends and the time outstanding of specific balances to estimate the amount of receivables that may be collected in the future and records the appropriate provision. The allowance for doubtful accounts was $15.7 million and $16.8 million at February 29, 2024 and August 31, 2023, respectively.
As indicated in the "Concentration of Credit Risk" section below, as of February 29, 2024 and February 28, 2023, the Company was exposed to a concentration of credit risk with an agent as a result of its continued payment delinquency. As of February 29, 2024 and February 28, 2023, the Company had a total bad debt reserve of $13.2 million related to this agent. The allowance for doubtful accounts for this particular agent as of February 29, 2024 represents management's best estimate of the amount probable of collection and considers various factors with the respect to this matter, including, but not limited to, (i) the lack of payment by the agent since the fiscal quarter ended February 28, 2021, (ii) our due diligence on balances due to the agent from its end customers related to sales of
8


our services and products and the known markup on those sales from agent to end customer, (iii) the status of ongoing negotiations with the agent to secure payments and (iv) legal recourse available to secure payment. Actual collections from the agent may differ from the Company's estimate.
Concentration of Credit Risk: The Company sells products and services through distributors and agents. In certain jurisdictions, those third parties represent a significant portion of our sales in their respective country, which can pose a concentration of credit risk if these larger distributors or agents are not timely in their payments. As of February 29, 2024, the Company was exposed to a concentration of credit risk as a result of the payment delinquency of one of our agents whose accounts receivable represent 11.5% of the Company's outstanding accounts receivable. As of February 29, 2024, the Company has fully reserved for the amounts due from this agent.
Contract Assets: Contract assets relate to the Company’s rights to consideration for work completed but not billed as of the reporting date on contracts with customers. The contract assets are transferred to receivables when the rights become unconditional. The Company has contract assets on contracts that are generally long-term and have revenues that are recognized over time.
Contract Liabilities: As of February 29, 2024, the Company had certain contracts where there were unsatisfied performance obligations and the Company had received cash consideration from customers before the performance obligations were satisfied. The majority of these contracts relate to long-term customer contracts (project durations of greater than three months) and are recognized over time. The Company estimates that substantially all of the $3.7 million will be recognized in net sales from satisfying those performance obligations within the next twelve months.
Timing of Performance Obligations Satisfied at a Point in Time: The Company evaluates when the customer obtains control of the product based on shipping terms, as control will transfer, depending upon such terms, at different points between the Company's manufacturing facility or warehouse and the customer’s location. The Company considers control to have transferred upon shipment or delivery because (i) the Company has a present right to payment at that time; (ii) the legal title has been transferred to the customer; (iii) the Company has transferred physical possession of the product to the customer; and (iv) the customer has significant risks and rewards of ownership of the product.
Variable Consideration: The Company estimates whether it will be subject to variable consideration under the terms of the contract and includes its estimate of variable consideration in the transaction price based on the expected value method when it is deemed probable of being realized based on historical experience and trends. Types of variable consideration may include rebates, incentives and discounts, among others, which are recorded as a reduction to net sales at the time when control of a performance obligation is transferred to the customer.
Practical Expedients & Exemptions: The Company elected to expense the incremental cost to obtaining a contract when the amortization period for such contracts would be one year or less. The Company does not disclose the value of unperformed obligations for (i) contracts with an original expected length of one year or less and    (ii) contracts for which it recognizes revenue at the amount to which it has the right to invoice for services performed.
Note 3. ASCEND Transformation Program
In March 2022, the Company announced the launch of ASCEND, a transformation program focused on driving accelerated earnings growth and efficiency across the business with the goal of delivering an estimated incremental $40 to $50 million of annual operating profit once fully implemented. In March 2023, the Company announced this estimate had been revised to an incremental $50 to $60 million of annual operating profit as a result of additional ASCEND initiatives and high success rate. As part of ASCEND, the Company is focusing on the following key initiatives: (i) accelerating organic growth go-to-market strategies, (ii) improving operational excellence and production efficiency by utilizing a lean approach and (iii) driving greater efficiency and productivity in SG&A expenses by better leveraging resources to create a more efficient and agile organization.
The Company is implementing the program and originally anticipated investing approximately $60 to $65 million and in March 2023 anticipated that this investment would increase to $70 to $75 million (as disclosed in Note 4, "Restructuring Charges," approximately $10 to $15 million of these investments will be in the form of restructuring charges) over the life of the program, which is expected to be finalized as we exit fiscal 2024. Elements of these investments could include such cash costs as capital expenditures, restructuring costs, third-party support, and incentive costs, which are not available for the senior management team. Total program expenses were approximately $2.0 million and $5.6 million in the three and six months ended February 29, 2024, respectively, and $14.2 million and $24.7 million in the three and six months ended February 28, 2023, respectively. Of the total ASCEND program expenses, $1.4 million and $2.5 million for the three and six months ended February 29, 2024, respectively and $11.2 million and $20.6 million for the three and six months ended February 28, 2023, respectively, were recorded within SG&A expenses. Further, ASCEND program expenses recorded within cost of goods sold were approximately $0.2 million and $0.4 million for the three and six months ended February 29, 2024 and $0.2 million for both the three and six months ended February 28, 2023. Additionally, for the three and six months ended February 29, 2024, respectively, $0.4 million and $2.8 million were recorded within restructuring expenses with $2.9 million and $3.9 million for the three and six months ended February 28, 2023, respectively (see Note 4, "Restructuring Charges" below). For fiscal 2024, we expect to incur $10 to $15 million of ASCEND transformation program costs; this range is inclusive of $3 to $5 million of restructuring costs.
9


Note 4. 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. Liabilities for severance are generally to be paid within twelve months, while future lease payments related to facilities vacated as a result of restructuring are to be paid over the underlying remaining lease terms.
On June 27, 2022, the Company approved a new restructuring plan in connection with the initiatives identified as part of the ASCEND transformation program (see Note 3, “ASCEND Transformation Program”) to drive greater efficiency and productivity in global selling, general and administrative resources. The total costs of this plan were then estimated at $6 to $10 million, constituting predominately severance and other employee-related costs to be incurred as cash expenditures impacting both IT&S and Corporate. On September 23, 2022, the Company approved an updated restructuring plan. The restructuring costs of this updated plan (which includes the amounts for the plan approved in June 2022) are estimated at $10 to $15 million. These costs are expected to be incurred over the expected duration of the transformation program, ending in the fourth quarter of fiscal year 2024. The Company recorded $0.4 million and $2.8 million in the three and six months ended February 29, 2024, respectively, and $2.9 million and $3.9 million in the three and six months ended February 28, 2023, respectively, of restructuring charges associated with the ASCEND transformation program.
The following summarizes restructuring reserve activity for the IT&S segment and Corporate for the six months ended February 29, 2024 (in thousands):
Six Months Ended February 29, 2024
IT&SCorporate
Balance as of August 31, 2023$2,238 $74 
Restructuring charges2,588 211 
Cash payments(2,227)(285)
Impact of changes in foreign currency rates(5) 
Balance as of February 29, 2024$2,594 $ 
Six Months Ended February 28, 2023
IT&SCorporate
Balance as of August 31, 2022$2,008 $797 
Restructuring charges3,441 472 
Cash payments(2,410)(1,005)
Impact of changes in foreign currency rates62  
Balance as of February 28, 2023$3,101 $264 
Total restructuring charges (inclusive of the Other operating segment) were $0.4 million and $2.8 million in the three and six months ended February 29, 2024, respectively, and $3.0 million and $4.0 million in the three and six months ended February 28, 2023, respectively, being reported in "Restructuring charges."
Note 5. Discontinued Operations and Other Divestiture Activities
On October 31, 2019, as part of our overall strategy to become a pure-play industrial tools and services company, the Company completed the sale of the businesses comprising its former Engineered Components & Systems ("EC&S") segment. This divestiture was considered part of our strategic shift to become a pure-play industrial tools and services company, and therefore, the results of operations are recorded as a component of "Loss from discontinued operations, net of income taxes" in the Condensed Consolidated Statements of Earnings for all periods presented. All discontinued operations activity included within the Condensed Consolidated Statements of Earnings and the Condensed Consolidated Statements of Cash Flows for the periods presented relate to impacts from certain retained liabilities.
10


The following represents the detail of "Loss from discontinued operations, net of income taxes" within the Condensed Consolidated Statements of Earnings (in thousands):
Three Months EndedSix Months Ended
February 29, 2024February 28, 2023February 29, 2024February 28, 2023
Selling, general and administrative expenses$45 $3,435 $168 $3,441 
Impairment & divestiture benefit   (1,329)
Operating loss(45)(3,435)(168)(2,112)
Other loss, net    
Loss before income tax expense(45)(3,435)(168)(2,112)
Income tax expense (benefit)9 (774)454 (494)
Loss from discontinued operations, net of income taxes$(54)$(2,661)$(622)$(1,618)
Other Divestiture Activities
On July 11, 2023, the Company completed the sale of the Cortland Industrial business, which had been included in the Other operating segment, for net cash proceeds of $20.1 million. In connection with the completion of the sale, the Company recorded a net gain of $6.0 million, inclusive of $0.1 million of purchase price from the customary finalization of working capital negotiations in the first quarter of fiscal 2024. The historical results of the Cortland Industrial business (which had net sales of $6.2 million and $13.3 million, for three and six months ended February 28, 2023) are not material to the consolidated financial results.
Note 6. Goodwill, Intangible Assets and Long-Lived Assets
Changes in the gross carrying value of goodwill and intangible assets result from changes in foreign currency exchange rates, business acquisitions, divestitures and impairment charges. The changes in the carrying amount of goodwill for the six months ended February 29, 2024 are as follows (in thousands):
IT&SOtherTotal
Balance as of August 31, 2023$255,285 $11,209 $266,494 
Impact of changes in foreign currency rates(381) (381)
Balance as of February 29, 2024$254,904 $11,209 $266,113 
The gross carrying value and accumulated amortization of the Company’s intangible assets are as follows (in thousands):
 February 29, 2024August 31, 2023
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 relationships14$108,145 $96,847 $11,298 $108,292 $95,395 $12,897 
Patents139,753 9,238 515 9,769 9,210 559 
Trademarks and tradenames142,730 2,234 496 2,734 2,197 537 
Indefinite lived intangible assets:
TradenamesN/A24,547  24,547 23,345  23,345 
$145,175 $108,319 $36,856 $144,140 $106,802 $37,338 
The Company estimates that amortization expense will be $1.6 million for the remaining six months of fiscal 2024. Amortization expense for future years is estimated to be: $2.8 million in fiscal 2025, $1.9 million in fiscal 2026, $1.8 million in fiscal 2027, $1.6 million in fiscal 2028, $1.5 million in fiscal 2029 and $1.0 million cumulatively 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.
11


Note 7. Debt
The following is a summary of the Company’s long-term indebtedness (in thousands):
February 29, 2024August 31, 2023
Senior Credit Facility
Revolver48,000 16,000 
Term Loan197,500 198,750 
Total Senior Indebtedness245,500 214,750 
Less: Current maturities of long-term debt(5,000)(3,750)
Debt issuance costs(580)(663)
Total long-term debt, less current maturities$239,920 $210,337 

Senior Credit Facility
On September 9, 2022, the Company refinanced its previous senior credit facility with a new $600 million senior credit facility, comprised of a $400 million revolving line of credit and a $200 million term loan, which will mature in September 2027. The Company has the option to request up to $300 million of additional revolving commitments and/or term loans under the new facility, subject to customary conditions, including the commitment of the participating lenders. This facility replaces LIBOR with adjusted term SOFR as the interest rate benchmark and provides for interest rate margins above adjusted term SOFR ranging from 1.125% to 1.875% per annum depending on the Company’s net leverage ratio. In addition, a non-use fee is payable quarterly on the average unused amount of the revolving line of credit ranging from 0.15% to 0.3% per annum, based on the Company's net leverage. Borrowings under the new facility initially bear interest at adjusted term SOFR plus 1.125% per annum.
The facility contains financial covenants requiring the Company to not permit (i) the net leverage ratio, determined as of the end of each of its fiscal quarters, to exceed 3.75 to 1.00 (or, at the Company’s election and subject to certain conditions, 4.25 to 1.00 for the covenants period during which certain material acquisitions occur and the next succeeding four testing periods) or (ii) the interest coverage ratio, determined as of the end of each of its fiscal quarters, to be less than 3.00 to 1.00. Borrowings under the facility are secured by substantially all personal property assets of the Company and its domestic subsidiary guarantors (other than certain specified excluded assets) and certain of the equity interests of certain subsidiaries of the Company. The Company was in compliance with all covenants under the credit facility at February 29, 2024.
At February 29, 2024, there were $197.5 million in borrowings outstanding under the term loans, $48.0 million in borrowings outstanding under the revolving line of credit and $350.8 million available for borrowing under the revolving line of credit facility after reduction for $1.2 million of outstanding letters of credit issued under the facility.
Note 8. Fair Value Measurements
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 unadjusted 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 participants 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 February 29, 2024 and August 31, 2023 due to their short-term nature and/or the fact that the interest rates approximated market rates. Foreign currency exchange contracts and interest rate swaps are recorded at fair value. The fair value of the Company's foreign currency exchange contracts was a net liability of $0.1 million and less than $0.1 million at February 29, 2024 and August 31, 2023, respectively. The fair value of the Company's interest rate swap (see Note 9, “Derivatives”, for further information on the Company's interest rate swap) was an asset of $0.6 million and $0.7 million at February 29, 2024 and August 31, 2023, respectively. The fair value of the Company's net investment hedge (see Note 9, “Derivatives” for further information on the Company's net investment hedge) was a liability of $0.9 million and $1.2 million at February 29, 2024 and August 31, 2023, respectively. The fair value of all derivative contracts were based on quoted inactive market prices and therefore classified as Level 2 within the valuation hierarchy.
Note 9. Derivatives
All derivatives are recognized in the balance sheet at their estimated fair value. The Company does not enter into derivatives for speculative purposes. Changes in the fair value of derivatives (not designated as hedges) are recorded in earnings along with the gain or loss on the hedged asset or liability.
12


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 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 expense, net" in the Condensed Consolidated Statements of Earnings). The U.S. dollar equivalent notional value of these short duration foreign currency exchange contracts was $19.3 million and $13.8 million at February 29, 2024 and August 31, 2023, respectively. The fair value of outstanding foreign currency exchange contracts was a net liability of $0.1 million and less than $0.1 million at February 29, 2024 and August 31, 2023, respectively. Net foreign currency loss (gain) (included in "Other expense" in the Condensed Consolidated Statements of Earnings) related to these derivative instruments are as follows (in thousands):
 Three Months EndedSix Months Ended
 February 29, 2024February 28, 2023February 29, 2024February 28, 2023
Foreign currency loss (gain), net$106 $(16)$398 $620 
During December 2022, the Company entered into an interest rate swap for the notional amount of $60.0 million at a fixed interest rate of 4.022% to hedge the floating interest rate of the Company's term loan with a maturity date of November 30, 2025. The interest rate swap was designated and qualified as a cash flow hedge. The Company uses the interest rate swap for the management of interest rate risk exposure, as an interest rate swap effectively converts a portion of the Company's debt from a floating rate to a fixed rate.
The Company records the fair value of the interest rate swap as an asset or liability on its balance sheet. The change in the fair value of the interest rate swap, a net gain of less than $0.1 million and a net loss of $0.1 million for the three and six months ended February 29, 2024, respectively, and a net gain of $0.5 million for both the three and six months ended February 28, 2023, is recorded in other comprehensive (loss) income.
The Company also uses interest-rate derivatives to hedge portions of our net investments in non-U.S. subsidiaries (net investment hedge) against the effect of exchange rate fluctuations on the translation of foreign currency balances to the U.S. dollar. For derivatives that are designated and qualify as a net investment hedge in a foreign operation, the net gains or losses attributable to the hedge changes are recorded in other comprehensive (loss) income where they offset gains and losses recorded on our net investments where the entity has non-U.S. dollar functional currency. As of February 29, 2024, the notional amount of cross-currency swaps designated as net investment hedges was $30.5 million. The change in the fair value of the net investment hedge, a net gain of $0.2 million for both the three and six months ended February 29, 2024, and a net loss of $0.3 million for both the three and six months ended February 28, 2023, is recorded in other comprehensive (loss) income.
Note 10. Earnings per Share and Shareholders' Equity
The Company's Board of Directors has 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 29,866,946 shares of common stock for $830.6 million. The Company suspended the initial share repurchase program in response to the COVID-19 pandemic in the third quarter of fiscal 2020. In March 2022, the Company's Board of Directors rescinded its prior share repurchase authorization and approved a new share repurchase program authorizing the repurchase of a total of 10,000,000 shares of the Company's outstanding common stock. The Company repurchased 1,094,231 shares for $30.1 million in the six months ended February 29, 2024 and did not repurchase shares in the six months ended February 28, 2023. As of February 29, 2024, the maximum number of shares that may yet be purchased under the program is 2,932,284 shares.
In December 2023, the Company's Board of Directors authorized the retirement of the Company's repurchased shares, and the Company retired 29,841,209 treasury shares, which included 113,587 shares purchased by the Company in December 2023. Shares repurchased after December 18, 2023 were retired upon repurchase. The Company repurchased and retired an additional 25,737 shares in the quarter, for a total share repurchase of 139,324 shares during the three months ended February 29, 2024. The share retirement resulted in reductions of $6.0 million in Class A Common Stock and $824.6 million in Retained Earnings reflected in the Condensed Consolidated Balance Sheets at February 29, 2024.
13


The reconciliation between basic and diluted earnings per share is as follows (in thousands, except per share amounts):
 Three Months EndedSix Months Ended
 February 29, 2024February 28, 2023February 29, 2024February 28, 2023
Numerator:
Net earnings from continuing operations$17,871 $7,158 $36,177 $13,568 
Loss from discontinued operations, net of income taxes(54)(2,661)(622)(1,618)
Net earnings$17,817 $4,497 $35,555 $11,950 
Denominator:
Weighted average common shares outstanding - basic54,213 57,042 54,370 56,964 
Net effect of dilutive securities - stock based compensation plans472 458 476 445 
Weighted average common shares outstanding - diluted54,685 57,500 54,846 57,409 
Earnings per share from continuing operations:
Basic$0.33 $0.13 $0.67 $0.24 
Diluted$0.33 $0.12 $0.66 $0.24 
Loss per share from discontinued operations:
Basic$(0.00)$(0.05)$(0.01)$(0.03)
Diluted$(0.00)$(0.05)$(0.01)$(0.03)
Earnings per share:*
Basic$0.33 $0.08 $0.65 $0.21 
Diluted$0.33 $0.08 $0.65 $0.21 
Anti-dilutive securities from stock based compensation plans (excluded from earnings per share calculation)71 1,986 191 1,402 
*The total of Earnings per share from continuing operations and Loss per share from discontinued operations may not equal Earnings per share due to rounding.
14


The following table illustrates the changes in the balances of each component of shareholders' equity for the six months ended February 29, 2024 (in thousands):
 Common StockAdditional
Paid-in
Capital
Treasury
Stock
Retained
Earnings
Accumulated
Other
Comprehensive
Loss
Stock
Held in
Trust
Deferred
Compensation
Liability
Total
Shareholders’
Equity
 Issued
Shares
Amount
Balance at August 31, 202383,761 $16,752 $220,472 $(800,506)$1,011,112 $(121,210)$(3,484)$3,484 $326,620 
Net earnings— — — — 17,738 — — — 17,738 
Other comprehensive income, net of tax— — — — — 370 — — 370 
Stock contribution to employee benefit plans and other2  51 — — — — — 51 
Vesting of equity awards118 23 (23)— — — — —  
Cash dividend ($0.04 per share) true-up— — — — 21 — — — 21 
Treasury stock repurchases— — — (26,116)— — — — (26,116)
Stock based compensation expense— — 2,717 — — — — — 2,717 
Stock option exercises83 17 2,193 — — — — — 2,210 
Tax effect related to net share settlement of equity awards— — (2,025)— — — — — (2,025)
Stock issued to, acquired for and distributed from rabbi trust3 1 89 — — — (92)92 90 
Balance at November 30, 202383,967 $16,793 $223,474 $(826,622)$1,028,871 $(120,840)$(3,576)$3,576 $321,676 
Net earnings— — — — 17,817 — — — 17,817 
Other comprehensive loss, net of tax— — — — — (1,207)— — (1,207)
Stock contribution to employee benefit plans and other1 — 35 — — — — — 35 
Vesting of equity awards105 21 (21)— — — — —  
Stock based compensation expense— — 2,810 — — — — — 2,810 
Stock option exercises21 5 472 — — — — — 477 
Tax effect related to net share settlement of equity awards— — (953)— — — — — (953)
Stock issued to, acquired for and distributed from rabbi trust26 5 258 — — — (201)201 263 
Treasury stock repurchases— — — (3,992)— — — — (3,992)
Treasury stock retired(29,867)(5,973)— 830,614 (824,641)— — —  
Balance at February 29, 202454,253 $10,851 $226,075 $ $222,047 $(122,047)$(3,777)$3,777 $336,926 
15


The following table illustrates the changes in the balances of each component of shareholders' equity for the six months ended February 28, 2023 (in thousands):
 Common StockAdditional
Paid-in
Capital
Treasury
Stock
Retained
Earnings
Accumulated
Other
Comprehensive
Loss
Stock
Held in
Trust
Deferred
Compensation
Liability
Total
Shareholders’
Equity
 Issued
Shares
Amount
Balance at August 31, 202283,397 $16,679 $212,986 $(742,844)$966,751 $(134,961)$(3,209)$3,209 $318,611 
Net earnings— — — — 7,453 — — — 7,453 
Other comprehensive income, net of tax— — — — — 6,024 — — 6,024 
Stock contribution to employee benefit plans and other3 1 41 — — — — — 42 
Vesting of equity awards84 17 (17)— — — — —  
Stock based compensation expense— — 2,155 — — — — — 2,155 
Stock option exercises42 8 922 — — — — — 930 
Tax effect related to net share settlement of equity awards— — (969)— — — — — (969)
Stock issued to, acquired for and distributed from rabbi trust3 1 76 — — — (30)30 77 
Balance at November 30, 202283,529 $16,706 $215,194 $(742,844)$974,204 $(128,937)$(3,239)$3,239 $334,323 
Net earnings— — — — 4,497 — — — 4,497 
Other comprehensive income, net of tax— — — — — 1,243 — — 1,243 
Stock contribution to employee benefit plans and other2  49 — — — — — 49 
Vesting of equity awards173 34 (34)— — — — —  
Stock based compensation expense— — 2,120 — — — — — 2,120 
Tax effect related to net share settlement of equity awards— — (1,505)— — — — — (1,505)
Stock issued to, acquired for and distributed from rabbi trust28 55 — — — (81)81 61 
Balance at February 28, 202383,732 $16,746 $215,879 $(742,844)$978,701 $(127,694)$(3,320)$3,320 $340,788 
Note 11. Income Taxes
The Company's global operations, acquisition activity (as applicable) and specific tax attributes provide opportunities for continuous global tax planning initiatives to maximize tax credits and deductions. Comparative earnings before income taxes, income tax expense and effective income tax rates from continuing operations are as follows (dollars in thousands):
 Three Months EndedSix Months Ended
 February 29, 2024February 28, 2023February 29, 2024February 28, 2023
Earnings from continuing operations before income tax expense$25,267 $10,146 $49,241 $18,938 
Income tax expense7,396 2,988 13,064 5,370 
Effective income tax rate29.3 %29.5 %26.5 %28.4 %
The Company’s earnings from continuing operations before income taxes include earnings from both U.S. and foreign jurisdictions. As several foreign tax rates are higher than the U.S. tax rate of 21%, the annual effective tax rate is impacted by foreign rate differentials, withholding taxes, losses in jurisdictions where no benefit can be realized, and various aspects of the U.S. Tax Cuts and Jobs Act, such as the Global Intangible Low-Taxed Income and Foreign-Derived Intangible Income provisions.
The effective tax rate for the three months ended February 29, 2024 was 29.3%, compared to 29.5% for the comparable prior-year period. The effective tax rate in each time period was impacted by year-to-date losses and deductions in jurisdictions where no tax benefit can be realized. The effective tax rate for the three months ended February 29, 2024 was comparable to the prior period and generally higher than the effective tax rate for the six months ended February 29, 2024 due to the unfavorable impact of stock compensation that is concentrated in the second quarter. Both the current and prior-year effective income tax rates include the impact of non-recurring items.
16


Note 12. Segment Information
The Company is a global manufacturer of a broad range of industrial products and solutions. The IT&S reportable segment is primarily engaged in the design, manufacture and distribution of branded hydraulic and mechanical tools and in providing services and tool rental to the infrastructure; industrial maintenance; repair and operations; oil & gas; mining; alternative and renewable energy; civil construction and other markets. The Other segment is included for purposes of reconciliation of the respective balances below to the condensed consolidated financial statements.
The following tables summarize financial information by reportable segment and product line (in thousands):    
 Three Months EndedSix Months Ended
 February 29, 2024February 28, 2023February 29, 2024February 28, 2023
Net Sales by Reportable Segment & Product Line
IT&S Segment
Product$107,942 $104,195 $212,862 $203,113 
Service & Rental26,880 26,709 58,994 55,088 
134,822 130,904 271,856 258,201 
Other Segment3,615 11,056 8,550 23,141 
$138,437 $141,960 $280,406 $281,342 
Operating Profit (Loss)
IT&S Segment$37,415 $30,437 $72,980 $57,077 
Other Segment(79)1,156 1,892 2,580 
General Corporate(7,815)(17,621)(16,688)(33,376)
$29,521 $13,972 $58,184 $26,281 
February 29, 2024August 31, 2023
Assets
IT&S Segment$627,455 $632,113 
Other Segment27,690 28,127 
General Corporate114,141 102,357 
$769,286 $762,597 

In addition to the impact of changes in foreign currency exchange rates, the comparability of segment and product line information is impacted by acquisition/divestiture activities, impairment and divestiture charges, restructuring costs and related benefits. Corporate assets, which are not allocated, principally represent cash and cash equivalents, property, plant and equipment, Right of Use ("ROU") assets, capitalized debt issuance costs and deferred income taxes.
Note 13. Commitments and Contingencies
The Company had outstanding letters of credit of $7.2 million and $8.6 million at February 29, 2024 and August 31, 2023, respectively, the majority of which relate to commercial contracts and self-insured workers' compensation programs.
As part of the Company's global sourcing strategy, we have entered into agreements with certain suppliers that require the supplier to maintain minimum levels of inventory to support certain products for which we require a short lead time to fulfill customer orders. We have the ability to notify the supplier that they no longer need maintain the minimum level of inventory should we discontinue manufacturing of a product during the contract period; however, we must purchase the remaining minimum inventory levels the supplier was required to maintain within a defined period of time.
The Company is a party to various legal proceedings that have arisen in the normal course of business. These legal proceedings include regulatory matters, product liability, breaches of contract, employment, personal injury 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 a loss has been incurred and can be reasonably estimated. The Company maintains a policy to exclude from such reserves an estimate of legal defense costs. In the opinion of management, resolution of these contingencies is not expected to have a material adverse effect on the Company’s financial position, results of operations or cash flows.
17


Additionally, in fiscal 2019, the Company provided voluntary self-disclosures to both Dutch and U.S. authorities related to sales of products and services linked to the Crimea region of Ukraine, which sales potentially violated European Union and U.S. sanctions provisions. Although the U.S. investigation closed without further implication, the Dutch investigation continued. The Dutch Investigator concluded his investigation in March 2022 and provided the results to the Public Prosecutor's office for review. Specifically, the Investigator concluded that the sales transactions violated EU sanctions. The conclusion in the Investigator's report was consistent with the Company's understanding of what could be stated in the report and supported the Company to record an expense in the fiscal year-ended August 31, 2021, representing the low end of a reasonable range of financial penalties the Company may incur as no other point within the range was deemed more probable. The Company has not adjusted its estimate of financial penalties as a result of the completion of the investigation in the six months ended February 29, 2024. While there can be no assurance of the ultimate outcome of the matter, the Company currently believes that there will be no material adverse effect on the Company's financial position, results of operations or cash flows from this matter.
Note 14. Leases
The Company has operating leases for real estate, vehicles, manufacturing equipment, IT equipment and office equipment (the Company does not have any significant financing leases). Our leases typically range in term from 3 to 15 years and may contain renewal options for periods up to 5 years at our discretion. Operating leases are recorded as operating lease ROU assets in “Other long-term assets” and operating lease liabilities in “Other current liabilities” and “Other long-term liabilities” of the Condensed Consolidated Balance Sheets. There have been no material changes to our operating lease ROU assets and operating lease liabilities during the six months ended February 29, 2024.
The components of lease expense were as follows (in thousands):
Three Months EndedSix Months Ended
February 29, 2024February 28, 2023February 29, 2024February 28, 2023
Lease Cost:
Operating lease cost$3,209 $3,346 $6,185 $6,619 
Short-term lease cost524 590 1,109 1,084 
Variable lease cost731 1,108 1,650 2,222 

Supplemental cash flow and other information related to leases were as follows (in thousands):
Six Months Ended
February 29, 2024February 28, 2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases$6,081 $6,547 
Right-of-use assets obtained in exchange for new lease liabilities:
Operating leases2,197 805 


Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations
Enerpac Tool Group Corp. is a premier industrial tools, services, technology, and solutions company serving a broad and diverse set of customers and end markets for mission-critical applications in more than 100 countries. The Company makes complex, often hazardous jobs possible safely and efficiently. The Company's businesses are global leaders of high pressure hydraulic tools, controlled force products and solutions for precise positioning of heavy loads that help customers safely and reliably tackle some of the most challenging jobs around the world. The Company was founded in 1910 and is headquartered in Menomonee Falls, Wisconsin. The Company has one reportable segment, the Industrial Tools & Services Segment ("IT&S"). The IT&S segment is primarily engaged in the design, manufacture and distribution of branded hydraulic and mechanical tools and in providing services and tool rental to the oil & gas/petrochemical; general industrial; industrial maintenance, repair and operations (“MRO”), machining & manufacturing; power generation, infrastructure, mining and other markets. Financial information related to the Company's reportable segment is included in Note 12, "Segment Information" in the notes to the condensed consolidated financial statements. The Company has an Other operating segment, which does not meet the criteria to be considered a reportable segment.
Our businesses provide an array of products and services across multiple markets and geographies, which results in significant diversification. The IT&S segment and the Company are well-positioned to drive shareholder value through a sustainable business strategy built on well-established brands, broad global distribution and end markets, clear focus on the core tools and services business and disciplined capital deployment.
18


Our Business Model
Our long-term goal is to create sustainable returns for our shareholders through above-market growth in our core business, expanding our margins, generating strong cash flow, and being disciplined in the deployment of our capital. We intend to grow through execution of our organic growth strategy, focused on key vertical markets that benefit from long-term macro trends, driving customer driven innovation, expansion of our digital ecosystem to acquire and engage customers, and an expansion in emerging markets such as Asia Pacific. In addition to organic growth, we also focus on margin expansion through operational efficiency techniques, including lean, continuous improvement and 80/20, to drive productivity and lower costs, as well as optimizing our selling, general and administrative expenses through consolidation and shared service implementation. We also apply these techniques and pricing actions to offset commodity increases and inflationary pricing. Finally, cash flow generation is critical to achieving our financial and long-term strategic objectives. We believe driving profitable growth and margin expansion will result in cash flow generation, which we seek to supplement through minimizing primary working capital. We intend to allocate the cash flow that results from the execution of our strategy in a disciplined way toward investment in our businesses, maintaining our strong balance sheet, disciplined M&A and opportunistically returning capital to shareholders. We anticipate the compounding effect of reinvesting in our business will fuel further growth and profitable returns.
General Business Update
In March 2022, the Company announced the start of its ASCEND transformation program (“ASCEND”). ASCEND’s key initiatives include accelerating organic growth strategies, improving operational excellence and production efficiency by utilizing a Lean approach, and driving greater efficiency and productivity in selling, general and administrative expense by better leveraging resources to create a more efficient and agile organization. In support of the ASCEND initiatives, the Company anticipates investing
approximately $70 to $75 million over the life of the program, which is expected to be fully implemented by the end of the fourth quarter of fiscal 2024, with an expected annual operating profit improvement from the program in the range of $50 to $60 million. Through the end of fiscal 2023, the Company had realized approximately $54 million of annual operating profit and had invested approximately $60 million as part of the program.
In June 2022, the Company approved a restructuring plan in connection with the initiatives identified as part of the ASCEND transformation program (see Note 3, “ASCEND Transformation Program” in the notes to the consolidated financial statements) to drive greater efficiency and productivity in global selling, general and administrative resources. The total costs of this plan were then estimated at $6 to $10 million, constituting predominately severance and other employee-related costs to be incurred as cash expenditures and impacting both IT&S and Corporate. On September 23, 2022, the Company approved an updated restructuring plan. The restructuring costs of this updated plan (which includes the amounts for the plan approved in June 2022) are estimated at $10 to $15 million. These costs are expected to be incurred over the expected duration of the transformation program, ending in the fourth quarter of fiscal 2024. For fiscal 2024, we expect to incur $10 to $15 million of ASCEND transformation program costs, which is inclusive of $3 to $5 million of restructuring costs.
19


Results of Operations
The following table sets forth our results of continuing operations (dollars in millions, except per share amounts):
 Three Months EndedSix Months Ended
Results from Continuing Operations (1)
February 29, 2024February 28, 2023 February 29, 2024February 28, 2023
Net sales$138 100 %$142 100 %$280 100 %$281 100 %
Cost of products sold67 48 %72 50 %135 48 %143 51 %
Gross profit71 52 %70 50 %146 52 %138 49 %
Selling, general and administrative expenses41 29 %52 37 %83 30 %105 37 %
Amortization of intangible assets%%%%
Restructuring charges— — %%%%
Impairment & divestiture charges— — %— — %— — %— — %
Operating profit30 21 %14 10 %58 21 %26 %
Financing costs, net%%%%
Other expense, net%%%%
Earnings before income tax expense25 18 %10 %49 18 %19 %
Income tax expense%%13 %%
Net earnings 18 13 %%36 13 %14 %
Diluted earnings per share from continuing operations$0.33 $0.12 $0.66 $0.24 
(1) Results are from continuing operations and exclude the financial results of previously divested businesses reported as discontinued operations. The summation of the individual components may not equal the total due to rounding.
Consolidated net sales for the second quarter of fiscal 2024 were $138 million, a decrease of $4 million or 2% compared to the prior-year comparable period. The effect of the weakening U.S. dollar on foreign currency rates compared to the second quarter of fiscal 2023 was immaterial and the divestiture of the Cortland Industrial business during the fourth quarter of fiscal 2023 unfavorably impacted sales by $6 million or 4%, resulting in organic sales growth of 2% year-over-year. Management refers to sales adjusted to exclude the impact of these items (foreign currency changes and recent acquisitions and divestitures) as "organic sales" (which we formerly referred to as "core sales"). In the second quarter of fiscal 2024, product sales declined 3%, with an immaterial impact from foreign currency, and the divestiture of Cortland Industrial unfavorably impacting sales by $6 million, or 6%, resulting in product organic sales growth of 2%. The product organic sales growth is attributed to the impact of pricing actions and mix in IT&S products. Service sales increased 1% compared to the prior-year period, favorably impacted by foreign currency rates of approximately $0.4 million, or 1%, resulting in 1% organic sales decline year-over-year. Gross profit as a percentage of sales was approximately 52% for the second quarter fiscal 2024 compared to 50% in the second quarter of fiscal 2023. The increase in gross profit as a percentage of sales was driven by operational improvements related to ASCEND, favorable sales mix, the impact of pricing actions, and the disposition of the Cortland Industrial business. Operating profit for the second quarter of fiscal year 2024 was $30 million, an increase of $16 million compared to the second quarter fiscal 2023. The increase in operating profit was driven by the aforementioned benefits in gross profit, as well as the decrease in Selling, general & administrative expense ("SG&A") by approximately $14 million year-over-year. The SG&A decreases were a result of $10 million in lower ASCEND transformation program charges, $3 million of lower restructuring charges, and decreases in personnel cost and indirect spend as the Company continues to responsibly manage its discretionary spending.
Consolidated net sales for the first half of fiscal 2024 were $280 million, a decrease of $1 million compared to the first half of fiscal 2023. The effect of the weakening U.S. dollar on foreign currency rates compared to the first half of fiscal 2023 favorably impacted net sales by $3 million, or 1%, and the divestiture of Cortland Industrial unfavorably impacted sales by $13 million, or 5%, resulting in organic sales growth of 4%. Compared to the prior-year period, in the first half of fiscal 2024, product sales declined 2%, with the effect of foreign currency rates unfavorably impacting sales by $1 million, or 1%, and the divestiture of Cortland Industrial unfavorably impacting product sales by $13 million, or 6%, resulting in product organic sales growth of 3%. Service sales increased 7% compared to the prior-year period, favorably impacted by foreign currency rates of approximately $1 million, or 1%, resulting in 5% organic sales decline year-over-year. Year-to-date gross profit as a percentage of sales of 52% was approximately 300 basis points higher in fiscal 2024 compared to approximately 49% in the first half of fiscal 2023. The gross profit percent increase is driven by operational improvement, favorable sales mix and the disposition of the Cortland Industrial business in the fourth quarter or fiscal 2023. SG&A has decreased $22 million year-over-year as a result of $18 million of lower ASCEND transformation program charges, restructuring charges, bad debt benefit and personnel costs from actions taken in the ASCEND transformation program.
20


Segment Results
IT&S Segment
The IT&S segment is a global supplier of branded hydraulic and mechanical tools and services to a broad array of end markets, including oil & gas/petrochemical; general industrial; industrial MRO, machining & manufacturing; power generation, infrastructure, mining and other markets. Its primary products include branded tools, cylinders, pumps, hydraulic torque wrenches, highly engineered heavy lifting technology solutions and other tools (Product product line). The segment provides maintenance and manpower services to meet customer-specific needs and rental capabilities for certain of our products (Service & Rental product line). The following table sets forth the results of operations for the IT&S segment (dollars in millions):
 Three Months EndedSix Months Ended
 February 29, 2024February 28, 2023February 29, 2024February 28, 2023
Net sales$135 $131 $272 $258 
Operating profit37,415 30,437 72,980 57,077 
Operating profit %27.8 %23.3 %26.8 %22.1 %
IT&S segment net sales for the second quarter of fiscal 2024 increased by $4 million, or 3%, compared to the second quarter of fiscal 2023. The weakening of the U.S. dollar immaterially impacted sales, resulting in 3% organic sales growth. Organic sales growth was driven by the impact of pricing actions and favorable mix. Operating profit was $37 million compared to $30 million in the second quarter of fiscal 2023. This increase was due to pricing actions, mix and reduction in SG&A.
IT&S segment net sales for the first half of fiscal 2024 increased by $14 million, or 5%, compared to the first half of fiscal 2023. The weakening of the U.S. dollar favorably impacted sales by approximately $3 million or 1%, resulting in 4% organic sales growth. Organic sales growth was driven by the impact of pricing actions and favorable mix. Operating profit was $73 million compared to $57 million in the first half of fiscal 2023. The increase was due to pricing actions and mix and reduction in SG&A.
Corporate
Corporate expenses were $8 million and $18 million for the second quarter of fiscal 2024 and 2023, respectively, and $17 million compared to $33 million for the first half of fiscal 2024 and 2023, respectively. The decrease in expenses for both the second quarter and first half of the fiscal year were driven by lower ASCEND transformation program charges.
Financing Costs, net
Net financing costs were $4 million and $3 million for the three months ended February 29, 2024 and February 28, 2023, respectively. Financing costs increased due to higher debt balances and higher interest rates.
Income Tax Expense
The Company's global operations, acquisition activity (as applicable) and specific tax attributes provide opportunities for continuous global tax planning initiatives to maximize tax credits and deductions. Comparative earnings before income taxes, income tax expense and effective income tax rates from continuing operations are as follows (dollars in millions):
 Three Months EndedSix Months Ended
 February 29, 2024February 28, 2023February 29, 2024February 28, 2023
Earnings from continuing operations before income tax expense$25 $10 $49 $19 
Income tax expense13 
Effective income tax rate29.3 %29.5 %26.5 %28.4 %
The Company’s earnings from continuing operations before income taxes include earnings from both U.S. and foreign jurisdictions. As several foreign tax rates are higher than the U.S. tax rate of 21%, the annual effective tax rate is impacted by foreign rate differentials, withholding taxes, losses in jurisdictions where no benefit can be realized, and various aspects of the U.S. Tax Cuts and Jobs Act, such as the Global Intangible Low-Taxed Income and Foreign-Derived Intangible Income provisions.
The effective tax rate for the three months ended February 29, 2024 was 29.3%, compared to 29.5% for the comparable prior-year period. The effective tax rate in each time period was impacted by year-to-date losses and deductions in jurisdictions where no tax benefit can be realized. The effective tax rate for the three months ended February 29, 2024 was comparable to the prior period and generally higher than the effective tax rate for the six months ended February 29, 2024, due to the unfavorable impact of stock compensation that is concentrated in the second quarter. Both the current and prior-year effective income tax rates include the impact of non-recurring items.
21


Cash Flows and Liquidity
At February 29, 2024, we had $154 million of cash and cash equivalents, of which $143 million was held by our foreign subsidiaries and $11 million was held domestically. The following table summarizes our cash flows provided by operating, investing and financing activities (dollars in millions):
 Six Months Ended
 February 29, 2024February 28, 2023
Cash provided by operating activities$$10 
Cash used in investing activities (6)(5)
Cash used in financing activities (2)— 
Effect of exchange rate changes on cash— (1)
Net (decrease) increase in cash and cash equivalents$(1)$
Net cash provided by operating activities was $7 million for the six months ended February 29, 2024 and $10 million February 28, 2023, respectively. Cash flow from operations was lower than the prior year driven by higher accounts receivable balances, higher incentive compensation payments partially offset by lower ASCEND transformation program.
Net cash used in investing activities was $6 million for the six months ended February 29, 2024 and $5 million for the six months ended February 28, 2023. The first half of fiscal year 2024 investing activities included capital expenditures, purchase of business assets and final payments received from the sale of the Cortland Industrial business in July 2023. The prior year first half cash flows used in investing were for capital expenditures.
Net cash used in financing activities was $2 million for the six months ended February 29, 2024 compared to less than $1 million of net cash used in financing activities for the six months ended February 28, 2023. The net cash used in financing activities for the six months ended February 29, 2024 included a $32 million net increase in total borrowings, offset by $30 million of payments to acquire treasury shares, annual cash dividend payments of $2 million and $1 million principal repayments on the term loan. Net cash used in financing activities for the six months ended February 28, 2023 consisted of $6 million increase in total borrowings offset by $2 million in debt issuance costs, $2 million payment of the annual cash dividend and net $1 million of stock options and taxes paid on equity awards.
On September 9, 2022, the Company refinanced its previous senior credit facility with a $600 million senior credit facility, comprised of a $400 million revolving line of credit and a $200 million term loan, which is scheduled to mature in September 2027. The Company has the option to request up to $300 million of additional revolving commitments and/or term loans under the new facility, subject to customary conditions, including the commitment of the participating lenders. The senior credit facility contains restrictive covenants and financial covenants. See Note 7, "Debt" in the notes to the condensed consolidated financial statements for further details regarding the senior credit facility.
At February 29, 2024, there were $48 million of borrowings and $351 million available under the revolving line of credit facility after reduction for $1 million of outstanding letters of credit issued under the senior credit facility. The Company was in compliance with all covenants under the senior credit facility at February 29, 2024.
We believe that the revolving credit line, combined with our existing cash on hand and anticipated operating cash flows, will be adequate to meet operating, debt service, acquisition and capital expenditure funding requirements for the foreseeable future.
Primary Working Capital Management
We use primary working capital as a percentage of sales (PWC %) as a key metric of working capital management. We define this metric as the sum of net accounts receivable and net inventory less accounts payable, divided by the past three months sales annualized. The following table shows a comparison of primary working capital (dollars in millions):
February 29, 2024PWC%August 31, 2023PWC%
Accounts receivable, net$98 18 %$98 15 %
Inventory, net83 15 %75 12 %
Accounts payable(44)(8)%(51)(8)%
Net primary working capital$137 25 %$122 19 %
22


Commitments and Contingencies
Given our desire to allocate cash flow and revolver availability to fund growth initiatives, we have historically leased most of our facilities and some operating equipment. We lease certain facilities, computers, equipment and vehicles under various operating lease agreements, generally over periods ranging from one to twenty years. Under most arrangements, we pay the property taxes, insurance, maintenance and expenses related to the leased property. Many of our leases include provisions that enable us to renew the
leases at contractually agreed rates or, less commonly, based upon market rental rates on the date of expiration of the initial leases.
We had outstanding letters of credit totaling $7 million and $9 million at February 29, 2024 and August 31, 2023, respectively, the majority of which relate to commercial contracts and self-insured workers' compensation programs.
We are also subject to certain contingencies with respect to legal proceedings and regulatory matters which are described in Note 13, "Commitments and Contingencies" in the notes to the condensed consolidated financial statements. While there can be no assurance of the ultimate outcome of these matters, the Company believes that there will be no material adverse effect on the Company's results of operations, financial position or cash flows.
Contractual Obligations
Our contractual obligations have not materially changed at February 29, 2024 from what was previously disclosed in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” under the heading “Contractual Obligations” in our fiscal 2023 Annual Report on Form 10-K.
Critical Accounting Estimates
Management has evaluated the accounting estimates used in the preparation of the Company's condensed consolidated financial statements and related notes and believe those estimates to be reasonable and appropriate. Certain of these accounting estimates are considered by management to be the most critical in understanding judgments involved in the preparation of our condensed consolidated financial statements and uncertainties that could impact our results of operations, financial position and cash flow. For information about more of the Company’s policies, methodology and assumptions related to critical accounting policies refer to the Critical Accounting Policies in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” included in our fiscal 2023 Annual Report on Form 10-K.
Item 3 – Quantitative and Qualitative Disclosures about Market Risk
The diverse nature of our business activities necessitates the management of various financial and market risks, including those related to changes in interest rates, foreign currency exchange rates and commodity costs.
Interest Rate Risk: As of February 29, 2024, long-term debt consisted of $48 million of borrowing under the revolving line of credit (variable rate debt) and $198 million of term loan debt bearing interest based on SOFR (variable rate). An interest-rate swap effectively converts the SOFR-based rate of $60 million of term borrowings under our credit facility to a fixed rate. A ten percent increase in the average costs of our variable rate debt would have resulted in less than $1 million of an increase in financing costs for the three months ended February 29, 2024.
Foreign Currency Risk: We maintain operations in the U.S. and various foreign countries. Our more significant non-U.S. operations are located in Australia, the Netherlands, the United Kingdom, United Arab Emirates and China, and we have foreign currency risk relating to receipts from customers, payments to suppliers and intercompany transactions denominated in foreign currencies. Under certain conditions, we enter into hedging transactions (primarily foreign currency exchange contracts) that enable us to mitigate the potential adverse impact of foreign currency exchange rate risk (see Note 9, “Derivatives” in the notes to the consolidated financial statements for further information). We do not engage in trading or other speculative activities with these transactions, as established policies require that these hedging transactions relate to specific currency exposures.
The strengthening of the U.S. dollar against most currencies can have an unfavorable impact on our results of operations and financial position as foreign denominated operating results are translated into U.S. dollars. To illustrate the potential impact of changes in foreign currency exchange rates on the translation of our results of operations, quarterly sales and operating profit were re-measured assuming a ten percent decrease in all foreign exchange rates compared with the U.S. dollar. Using this assumption, quarterly sales would have been lower by $6 million and operating profit would have been lower by approximately $1 million, respectively, for the three months ended February 29, 2024. This sensitivity analysis assumes that each exchange rate would change in the same direction relative to the U.S. dollar and excludes the potential effects that changes in foreign currency exchange rates may have on sales levels or local currency prices. Similarly, a ten percent decline in foreign currency exchange rates versus the U.S. dollar would result in a $38 million reduction to equity (accumulated other comprehensive loss) as of February 29, 2024, as a result of non-U.S. dollar denominated assets and liabilities being translated into U.S. dollars, our reporting currency.
Commodity Cost Risk: We source a wide variety of materials and components from a network of global suppliers. While such materials are typically available from numerous suppliers, commodity raw materials, such as steel and plastic resin, are subject to price
23


fluctuations, which could have a negative impact on our results. We strive to pass along such commodity price increases to customers to avoid profit margin erosion.
Item 4 – Controls and Procedures
Evaluation of Disclosure Controls and Procedures.
Under the supervision and with the participation of our senior management, including our chief executive officer and interim principal financial officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this quarterly report (the “Evaluation Date”). Based on this evaluation, our chief executive officer and interim principal financial officer concluded as of the Evaluation Date that our disclosure controls and procedures were effective such that the information relating to the Company, including consolidated subsidiaries, required to be disclosed in our Securities and Exchange Commission (“SEC”) reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to the Company’s management, including our chief executive officer and interim principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control Over Financial Reporting.
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). There have been no changes in our internal control over financial reporting that occurred during the quarter ended February 29, 2024 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.
24


PART II—OTHER INFORMATION
Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds    
The Company's Board of Directors has 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 29,866,946 shares of common stock for $831 million. The Company suspended the initial share repurchase program in response to the COVID-19 pandemic in the third quarter of fiscal 2020. In March 2022, the Company's Board of Directors rescinded its prior share repurchase authorization and approved a new share repurchase program authorizing the repurchase of a total of 10,000,000 shares of the Company's outstanding common stock. The Company repurchased 1,094,231 shares for $30 million in the six months ended February 29, 2024 and did not repurchase shares in the six months ended February 28, 2023. As of February 29, 2024, the maximum number of shares that may yet be purchased under the program is 2,932,284 shares.
In December 2023, the Company's Board of Directors authorized the retirement of the Company's repurchased shares, and the Company retired 29,841,209 treasury shares, which included 113,587 shares purchased by the Company in December 2023. Shares repurchased after December 18, 2023 were retired upon repurchase. As a result, the Company repurchased and retired an additional 25,737 shares in the quarter for a total share repurchase of 139,324 shares during the three months ended February 29, 2024.
PeriodShares RepurchasedAverage Price Paid per ShareMaximum Number of Shares That May Yet Be Purchased Under the Program
December 1 to December 31, 2023113,587 $28.21 2,958,021
January 1 to January 31, 20245,545 28.72 2,952,476
February 1 to February 29, 202420,19231.16 2,932,284
139,324$27.52 
Item 5 – Other Information
During the three months ended February 29, 2024, none of the Company’s directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” (as such terms are defined in Item 408 of Regulation S-K).
25


Item 6 – Exhibits
ExhibitDescriptionIncorporated Herein By Reference ToFiled
Herewith
Furnished Herewith
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002X
Certification of Interim Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002X
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002X
Certification of Interim Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002X
The following materials from the Enerpac Tool Group Corp. Form 10-Q for the three and six months ended February 29, 2024 and February 28, 2023 formatted in Inline Extensible Business Reporting Language (Inline XBRL): (i) the Condensed Consolidated Statements of Earnings, (ii) the Condensed Consolidated Statements of Comprehensive Income (Loss), (iii) the Condensed Consolidated Balance Sheets, (iv) the Condensed Consolidated Statements of Cash Flows and (v) the Notes to the Condensed Consolidated Financial Statements.X
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in the Interactive Data Files submitted as Exhibit 101)

26


SIGNATURE
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 thereunto duly authorized.
 
 ENERPAC TOOL GROUP CORP.
 (Registrant)
Date: March 22, 2024 By:/S/ P. SHANNON BURNS
 P. Shannon Burns
 Head of Financial Planning, Operations and Decision Support (Interim Principal Financial Officer)

27
EX-31.1 2 epac-2292024exhibit311.htm EX-31.1 Document

Exhibit 31.1
CERTIFICATION
I, Paul E. Sternlieb, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Enerpac Tool Group Corp.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting

Date: March 22, 2024
 
/s/ Paul E. Sternlieb
Paul E. Sternlieb
Chief Executive Officer and President

EX-31.2 3 epac-2292024exhibit312.htm EX-31.2 Document

Exhibit 31.2
CERTIFICATION
I, P. Shannon Burns, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Enerpac Tool Group Corp.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting
Date: March 22, 2024
 
/s/ P. Shannon Burns
P. Shannon Burns
Interim Principal Financial Officer and Head of Financial Planning, Operations and Decision Support

EX-32.1 4 epac-2292024exhibit321.htm EX-32.1 Document

Exhibit 32.1
WRITTEN STATEMENT OF THE CHIEF EXECUTIVE OFFICER
Pursuant to 18 U.S.C. ss.1350, I, the undersigned Chief Executive Officer and President of Enerpac Tool Group Corp. (the “Company”), hereby certify, based on my knowledge, that the Quarterly Report on Form 10-Q of the Company for the quarterly period ended February 29, 2024 (the “Report”) fully complies with the requirements of Sections 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the periods covered in the Report.
Date: March 22, 2024
 
/s/ Paul E. Sternlieb
Paul E. Sternlieb
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Enerpac Tool Group Corp. and will be retained by Enerpac Tool Group Corp. and furnished to the Securities and Exchange Commission or its staff upon request.
The foregoing certification is being furnished to the Securities and Exchange Commission as an exhibit to the Form 10-Q and shall not be considered filed as part of the Form 10-Q.

EX-32.2 5 epac-2292024exhibit322.htm EX-32.2 Document

Exhibit 32.2
WRITTEN STATEMENT OF THE INTERIM PRINCIPAL FINANCIAL OFFICER
Pursuant to 18 U.S.C. ss.1350, I, the undersigned Interim Principal Financial Officer and Head of Financial Planning, Operations and Decision Support of Enerpac Tool Group Corp. (the “Company”), hereby certify, based on my knowledge, that the Quarterly Report on Form 10-Q of the Company for the quarterly period ended February 29, 2024 (the “Report”) fully complies with the requirements of Sections 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the periods covered in the Report.
Date: March 22, 2024
 
/s/ P. Shannon Burns
P. Shannon Burns
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Enerpac Tool Group Corp. and will be retained by Enerpac Tool Group Corp. and furnished to the Securities and Exchange Commission or its staff upon request.
The foregoing certification is being furnished to the Securities and Exchange Commission as an exhibit to the Form 10-Q and shall not be considered filed as part of the Form 10-Q.

EX-101.SCH 6 epac-20240229.xsd XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 0000001 - Document - Document and Entity Information link:presentationLink link:calculationLink link:definitionLink 0000002 - Statement - CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS link:presentationLink link:calculationLink link:definitionLink 0000003 - Statement - CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) link:presentationLink link:calculationLink link:definitionLink 0000004 - Statement - CONDENSED CONSOLIDATED BALANCE SHEETS link:presentationLink link:calculationLink link:definitionLink 0000005 - Statement - CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) link:presentationLink link:calculationLink link:definitionLink 0000006 - Statement - CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS link:presentationLink link:calculationLink link:definitionLink 0000007 - Statement - Basis of Presentation Schedule of Accumulated Other Comprehensive Income (Loss) link:presentationLink link:calculationLink link:definitionLink 0000008 - Statement - Earnings per Share and Shareholders' Equity Shareholders Equity link:presentationLink link:calculationLink link:definitionLink 0000009 - Disclosure - Basis of Presentation link:presentationLink link:calculationLink link:definitionLink 0000010 - Disclosure - Revenue Recognition (Notes) link:presentationLink link:calculationLink link:definitionLink 0000011 - Disclosure - Revenue Recognition Revenue from Contract Customers (Notes) link:presentationLink link:calculationLink link:definitionLink 0000012 - Disclosure - Restructuring Charges (Notes) link:presentationLink link:calculationLink link:definitionLink 0000013 - Disclosure - Restructuring and Related Activities link:presentationLink link:calculationLink link:definitionLink 0000014 - Disclosure - Discontinued Operations & Other Divestiture Charges Discontinued Operations & Divestiture Activities (Notes) link:presentationLink link:calculationLink link:definitionLink 0000015 - Disclosure - Goodwill and Other Intangible Assets link:presentationLink link:calculationLink link:definitionLink 0000016 - Disclosure - Product Warranty Costs link:presentationLink link:calculationLink link:definitionLink 0000017 - Disclosure - Debt link:presentationLink link:calculationLink link:definitionLink 0000018 - Disclosure - Fair Value Measurement link:presentationLink link:calculationLink link:definitionLink 0000019 - Disclosure - Derivatives link:presentationLink link:calculationLink link:definitionLink 0000020 - Disclosure - Capital Stock and Share Repurchase link:presentationLink link:calculationLink link:definitionLink 0000021 - Disclosure - Income Taxes link:presentationLink link:calculationLink link:definitionLink 0000022 - Disclosure - Segment Information link:presentationLink link:calculationLink link:definitionLink 0000023 - Disclosure - Contingencies and Litigation link:presentationLink link:calculationLink link:definitionLink 0000024 - Disclosure - Leases Leases link:presentationLink link:calculationLink link:definitionLink 9954471 - Disclosure - Basis of Presentation Property, Plant and Equipment link:presentationLink link:calculationLink link:definitionLink 9954472 - Disclosure - Basis of Presentation Basis of Presentation (Policies) link:presentationLink link:calculationLink link:definitionLink 9954473 - Disclosure - Revenue Recognition Disaggregation of Revenues (Tables) link:presentationLink link:calculationLink link:definitionLink 9954474 - Disclosure - Revenue Recognition Contract with Customer, Assets and Liabilities (Tables) link:presentationLink link:calculationLink link:definitionLink 9954475 - Disclosure - Restructuring Charges (Tables) link:presentationLink link:calculationLink link:definitionLink 9954476 - Disclosure - Restructuring and Related Activities (Tables) link:presentationLink link:calculationLink link:definitionLink 9954477 - Disclosure - Discontinued Operations & Other Divestiture Charges Discontinued Operations Balance Sheet and Statement of Operations (Tables) link:presentationLink link:calculationLink link:definitionLink 9954478 - Disclosure - Discontinued Operations & Other Divestiture Charges Statement of Operations (Tables) link:presentationLink link:calculationLink link:definitionLink 9954479 - Disclosure - Goodwill and Other Intangible Assets (Tables) link:presentationLink link:calculationLink link:definitionLink 9954480 - Disclosure - Product Warranty Costs (Tables) link:presentationLink link:calculationLink link:definitionLink 9954481 - Disclosure - Debt (Tables) link:presentationLink link:calculationLink link:definitionLink 9954482 - Disclosure - Derivatives Derivatives (Tables) link:presentationLink link:calculationLink link:definitionLink 9954483 - Disclosure - Earnings Per Share (Tables) link:presentationLink link:calculationLink link:definitionLink 9954484 - Disclosure - Income Taxes Income Taxes (Tables) link:presentationLink link:calculationLink link:definitionLink 9954485 - Disclosure - Segment Information (Tables) link:presentationLink link:calculationLink link:definitionLink 9954486 - Disclosure - Leases Components of Lease Expense (Tables) link:presentationLink link:calculationLink link:definitionLink 9954487 - Disclosure - Leases Supplemental Cash Flow Information Related to Leases (Tables) link:presentationLink link:calculationLink link:definitionLink 9954488 - Disclosure - Leases Supplemental Balance Sheet Information Related to Leases (Tables) link:presentationLink link:calculationLink link:definitionLink 9954489 - Disclosure - Leases Schedule of Lease Liability Payments (Tables) link:presentationLink link:calculationLink link:definitionLink 9954490 - Disclosure - Basis of Presentation Schedule of Property, Plant and Equipment (Details) link:presentationLink link:calculationLink link:definitionLink 9954491 - Disclosure - Basis of Presentation Subsequent Events (Details) link:presentationLink link:calculationLink link:definitionLink 9954492 - Disclosure - Basis of Presentation Basis of Presentation (Details) link:presentationLink link:calculationLink link:definitionLink 9954493 - Disclosure - Revenue Recognition Disaggregation of Revenue (Details) link:presentationLink link:calculationLink link:definitionLink 9954494 - Disclosure - Revenue Recognition Contract with Customer, Asset and Liability (Details) link:presentationLink link:calculationLink link:definitionLink 9954495 - Disclosure - Restructuring Charges (Details) link:presentationLink link:calculationLink link:definitionLink 9954496 - Disclosure - Restructuring and Related Activities (Details) link:presentationLink link:calculationLink link:definitionLink 9954497 - Disclosure - ASCEND Transformation Program (Details) link:presentationLink link:calculationLink link:definitionLink 9954498 - Disclosure - Discontinued Operations & Other Divestiture Charges Discontinued Operations & Divestiture Activities (Details) link:presentationLink link:calculationLink link:definitionLink 9954499 - Disclosure - Discontinued Operations & Other Divestiture Charges Other Divestiture Activities (Details) link:presentationLink link:calculationLink link:definitionLink 9954500 - Disclosure - Discontinued Operations & Other Divestiture Charges Divestitures Activities Discontinued Operations - Loss From Discontinued Operations (Details) link:presentationLink link:calculationLink link:definitionLink 9954501 - Disclosure - Changes in Carrying Value of Goodwill (Details) link:presentationLink link:calculationLink link:definitionLink 9954502 - Disclosure - Gross Carrying Amount and Accumulated Amortization of Other Intangible Assets (Details) link:presentationLink link:calculationLink link:definitionLink 9954503 - Disclosure - Goodwill and Other Intangible Assets - Additional Information (Details) link:presentationLink link:calculationLink link:definitionLink 9954504 - Disclosure - Goodwill and Other Intangible Assets Summary of Asset Impairment Charges (Details) link:presentationLink link:calculationLink link:definitionLink 9954505 - Disclosure - Rollforward of Accrued Product Warranty Reserve (Details) link:presentationLink link:calculationLink link:definitionLink 9954506 - Disclosure - Long-Term Indebtedness (Details) link:presentationLink link:calculationLink link:definitionLink 9954507 - Disclosure - Debt - Additional Information (Details) link:presentationLink link:calculationLink link:definitionLink 9954508 - Disclosure - Fair Value Measurement - Additional Information (Details) link:presentationLink link:calculationLink link:definitionLink 9954509 - Disclosure - Derivatives Narrative (Details) link:presentationLink link:calculationLink link:definitionLink 9954510 - Disclosure - Earnings per Share and Shareholders' Equity Share Repurchase (Details) link:presentationLink link:calculationLink link:definitionLink 9954511 - Disclosure - Capital Stock (Details) link:presentationLink link:calculationLink link:definitionLink 9954512 - Disclosure - Income Taxes - Additional Information (Details) link:presentationLink link:calculationLink link:definitionLink 9954513 - Disclosure - Summary of Financial Information by Reportable Segment and Product Line (Details) link:presentationLink link:calculationLink link:definitionLink 9954514 - Disclosure - Contingencies and Litigation - Additional Information (Details) link:presentationLink link:calculationLink link:definitionLink 9954515 - Disclosure - Leases Components of Lease Expense (Details) link:presentationLink link:calculationLink link:definitionLink 9954516 - Disclosure - Leases Supplemental Cash Flow Information Related to Leases (Details) link:presentationLink link:calculationLink link:definitionLink 9954517 - Disclosure - Leases Leases (Details) link:presentationLink link:calculationLink link:definitionLink EX-101.CAL 7 epac-20240229_cal.xml XBRL TAXONOMY EXTENSION CALCULATION LINKBASE DOCUMENT EX-101.DEF 8 epac-20240229_def.xml XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT EX-101.LAB 9 epac-20240229_lab.xml XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT Operating Leased Assets [Line Items] Operating Leased Assets [Line Items] Change in Accounting Principle, Type [Axis] Change in Accounting Principle, Type [Axis] Consolidated Entities [Axis] Consolidated Entities [Axis] Stock Appreciation Rights (SARs) Stock Appreciation Rights (SARs) [Member] Variable Rate [Domain] Variable Rate [Domain] Pay vs Performance Disclosure [Line Items] Statistical Measurement [Domain] Statistical Measurement [Domain] Line of Credit Facility, Maximum Borrowing Capacity Line of Credit Facility, Maximum Borrowing Capacity Service & Rental [Member] Service & Rental [Member] Service & Rental [Member] Changes in components of working capital and other, excluding acquisitions and divestitures: Increase (Decrease) in Operating Capital [Abstract] Underlying Security Market Price Change Underlying Security Market Price Change, Percent All Award Types Award Type [Domain] Fair Value as of Grant Date Award Grant Date Fair Value Debt Debt Disclosure [Text Block] Statement of Stockholders' Equity [Abstract] Statement of Stockholders' Equity [Abstract] Income Tax Effective Tax Rate [Table Text Block] Income Tax Effective Tax Rate [Table Text Block] [Table Text Block] for Income Tax Effective Tax Rate [Table] Revolving Credit Facility Revolving Credit Facility [Member] Senior credit facility expansion option, available Line Of Credit Facility Additional Expansion Option Available Line of credit facility additional expansion option available Effect of Exchange Rate on Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents, Continuing Operations Effect of Exchange Rate on Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents, Continuing Operations General Corporate General Corporate [Member] General Corporate [Member] Accumulated Other Comprehensive (Income) Loss, Defined Benefit Plan, after Tax Accumulated Other Comprehensive (Income) Loss, Defined Benefit Plan, after Tax Deferred Income Taxes Deferred Income Tax Liabilities, Net MNPI Disclosure Timed for Compensation Value MNPI Disclosure Timed for Compensation Value [Flag] Segment Reporting [Abstract] Segment Reporting [Abstract] Trade accounts payable Accounts Payable, Current Discontinued Operations and Disposal Groups [Abstract] Discontinued Operations and Disposal Groups [Abstract] Restatement Determination Date: Restatement Determination Date [Axis] Federal Statutory Income Tax Rate, Percent Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent Insider Trading Policies and Procedures [Line Items] Derivative, Amount of Hedged Item Derivative, Amount of Hedged Item Rule 10b5-1 Arrangement Terminated Rule 10b5-1 Arrangement Terminated [Flag] Impact of changes in foreign currency rates Restructuring Reserve, Foreign Currency Translation Gain (Loss) Disaggregation of Revenue [Line Items] Disaggregation of Revenue [Line Items] Restatement does not require Recovery Restatement Does Not Require Recovery [Text Block] Stockholders' Equity Note Disclosure [Text Block] Equity [Text Block] Schedule of Operating Leased Assets [Table] Schedule of Operating Leased Assets [Table] Schedule of Goodwill [Table] Schedule of Goodwill [Table] Income Taxes Income Tax Disclosure [Text Block] Basis of Presentation Business Description and Basis of Presentation [Text Block] Warranty Payments and costs incurred Standard and Extended Product Warranty Accrual, Decrease for Payments Standard and Extended Product Warranty Accrual, Increase for Warranties Issued Provision for warranties Standard and Extended Product Warranty Accrual, Increase for Warranties Issued Current liabilities Liabilities, Current [Abstract] Gain Loss On Disposal Gain Loss On Disposal Gain Loss On Disposal Proceeds from sale of business/product line Proceeds from Divestiture of Businesses Subsequent Event Type [Domain] Subsequent Event Type [Domain] Dividends, Cash Dividends, Cash (Loss) Earnings Per Share, Diluted Earnings Per Share, Diluted Disposal Group, Not Discontinued Operation, annual revenue Disposal Group, Not Discontinued Operation, quarterly revenue Disposal Group, Not Discontinued Operation, quarterly revenue PEO Total Compensation Amount PEO Total Compensation Amount Property, Plant and Equipment [Table] Property, Plant and Equipment [Table] Treasury stock, at cost, 0 and 28,772,715 shares, respectively Treasury Stock, Value Treasury Stock, Value Accounts receivable, net Accounts Receivable, after Allowance for Credit Loss, Current Goodwill [Roll Forward] Goodwill [Roll Forward] Schedule Of Finite Lived And Indefinite Lived Intangible Assets Table Schedule Of Finite Lived And Indefinite Lived Intangible Assets Table [Table Text Block] Schedule Of Finite Lived And Indefinite Lived Intangible Assets Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification and Tax, Parent Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification and Tax, Parent Trading Arrangements, by Individual Trading Arrangements, by Individual [Table] Treasury Stock, Common, Shares Treasury Stock, Common, Shares Stock Issued During Period, Value, Stock Options Exercised Stock Issued During Period, Value, Stock Options Exercised Trading Symbol Trading Symbol Outstanding letters of credit Letters of Credit Outstanding, Amount Non-PEO NEO Average Compensation Actually Paid Amount Non-PEO NEO Average Compensation Actually Paid Amount Net (loss) earnings Net Income (Loss) Total current liabilities Liabilities, Current Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] Derivative Contract [Domain] Derivative Contract [Domain] Fair Value Disclosures [Abstract] Fair Value Disclosures [Abstract] Changed Peer Group, Footnote Changed Peer Group, Footnote [Text Block] Company Selected Measure Name Company Selected Measure Name Indefinite-lived Intangible Assets, Major Class Name [Domain] Indefinite-Lived Intangible Assets, Major Class Name [Domain] Lessee, Operating Leases [Text Block] Lessee, Operating Leases [Text Block] Gross Carrying Value Intangible Assets, Gross (Excluding Goodwill) Senior Credit Facility - Revolver Senior Credit Facility Revolver [Member] Senior Credit Facility - Revolver [Member] Stock Issued During Period, Shares, New Issues Shares, Issued LIABILITIES AND SHAREHOLDERS’ EQUITY Liabilities and Equity [Abstract] Stock Repurchased During Period, Value Stock Repurchased During Period, Value Contract liabilities Contract with Customer, Liability Anticipated Additional Investment Expense - Minimum Anticipated Additional Investment Expense - Minimum Anticipated Additional Investment Expense - Minimum Schedule of Earnings Per Share, Basic and Diluted Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] Cost of products sold Cost of Goods and Services Sold Executive Category: Executive Category [Axis] ASCEND Transformation Program Costs ASCEND Transformation Program Costs ASCEND Transformation Program Costs Name Measure Name Patents Patents [Member] Name Forgone Recovery, Individual Name Goodwill Goodwill Property, Plant and Equipment [Table Text Block] Property, Plant and Equipment [Table Text Block] Equity Components [Axis] Equity Components [Axis] Additional 402(v) Disclosure Additional 402(v) Disclosure [Text Block] Weighted average common shares outstanding Weighted Average Common Shares Outstanding [Abstract] Weighted average common shares outstanding: [Abstract] Capital Stock and Share Repurchase Capital Stock and Share Repurchase [Text Block] Capital Stock and Share Repurchase [Text Block] Underlying Securities Award Underlying Securities Amount Entity Small Business Entity Small Business Future Amortization Expense, 2023 Finite-Lived Intangible Asset, Expected Amortization, Year Four Products [Member] Products [Member] Products product line within the Industrial Tools & Services Segment Local Phone Number Local Phone Number Accounts receivable Increase (Decrease) in Accounts Receivable Recovery of Erroneously Awarded Compensation Disclosure [Line Items] Proceeds from (Repayments of) Short-Term Debt, Maturing in Three Months or Less Proceeds from (Repayments of) Short-Term Debt, Maturing in Three Months or Less Derivative, Notional Amount Derivative, Notional Amount Industrial Tools & Services [Member] [Domain] Industrial Tools & Services [Member] [Domain] Industrial Tools & Services [Member] [Domain] Revenue Recognized at a Point in Time [Member] Transferred at Point in Time [Member] Trade accounts payable Increase (Decrease) in Accounts Payable, Trade Forgone Recovery due to Violation of Home Country Law, Amount Forgone Recovery due to Violation of Home Country Law, Amount ASCEND Restructuring Plan ASCEND Restructuring Plan [Member] ASCEND Restructuring Plan Debt Instrument, Name [Domain] Debt Instrument, Name [Domain] Payments of Debt Issuance Costs Payments of Debt Issuance Costs Derivative Instruments in Hedges, at Fair Value, Net Derivative Instruments in Hedges, at Fair Value, Net Income Statement Location [Axis] Income Statement Location [Axis] Long-Term Indebtedness Schedule of Long-Term Debt Instruments [Table Text Block] Impairment & divestiture (benefits) charges Impairment & divestiture charges Impairment & divestiture charges related to the disposition of business Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] Stock Issued During Period, Shares, Employee Benefit Plan Stock Issued During Period, Shares, Employee Benefit Plan Pension and postretirement benefit liabilities Liability, Defined Benefit Plan, Noncurrent Concentration Risk, Customer Concentration Risk, Customer Revenues Revenues Disposal Group, Including Discontinued Operation, Other Expense (Income), net Disposal Group, Including Discontinued Operation, Other Expense Disposal Group, Including Discontinued Operation, Other Expense Product and Service [Domain] Product and Service [Domain] Other Performance Measure, Amount Other Performance Measure, Amount Aggregate Available Trading Arrangement, Securities Aggregate Available Amount Lease, Cost [Table Text Block] Lease, Cost [Table Text Block] Inventories Increase (Decrease) in Inventories Investing Activities Net Cash Provided by (Used in) Investing Activities [Abstract] Insider Trading Policies and Procedures Not Adopted Insider Trading Policies and Procedures Not Adopted [Text Block] Beginning Balance Ending Balance Restructuring Reserve Land, buildings and improvements Land Buildings And Improvements Land, buildings and improvements Stock Issued To Acquired For And Distributed From Rabbi Trust Stock Issued To Acquired For And Distributed From Rabbi Trust Stock Issued To Acquired For And Distributed From Rabbi Trust Award Type Award Type [Axis] Anti-dilutive securities from stock based compensation plans (excluded from earnings per share calculation) Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount Derivative Instruments and Hedging Activities Disclosure [Abstract] Derivative Instruments and Hedging Activities Disclosure [Abstract] Document Quarterly Report Document Quarterly Report Disposal Date Disposal Date Goodwill [Line Items] Goodwill [Line Items] Gross Property, Plant and Equipment Property, Plant and Equipment, Gross Right-of-Use Asset Obtained in Exchange for Operating Lease Liability Right-of-Use Asset Obtained in Exchange for Operating Lease Liability Adjustments to Additional Paid in Capital, Other Adjustments to Additional Paid in Capital, Other Future Amortization Expense, Remainder of 2020 Finite-Lived Intangible Asset, Expected Amortization, Remainder of Fiscal Year Trading Arrangement: Trading Arrangement [Axis] PEO Actually Paid Compensation Amount PEO Actually Paid Compensation Amount Timing of Transfer of Good or Service [Axis] Timing of Transfer of Good or Service [Axis] Long-term Debt, Type [Domain] Long-Term Debt, Type [Domain] Entity File Number Entity File Number Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table] Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table] Stock held in trust [member] [Member] Stock held in trust [member] [Member] Stock held in trust [member] [Member] Amortization of intangible assets Amortization of Intangible Assets Entity Shell Company Entity Shell Company Net Book Value Finite-Lived Intangible Assets, Net Indefinite And Finite Lived Intangible Assets [Line Items] Indefinite And Finite Lived Intangible Assets [Line Items] Indefinite And Finite Lived Intangible Assets [Line Items] Property, Plant and Equipment [Line Items] Property, Plant and Equipment [Line Items] Restatement Determination Date Restatement Determination Date Type of Expansion [Domain] Type of Expansion [Domain] [Domain] for Type of Expansion [Axis] - options for future expansion on Senior Credit Facility. Income tax accounts Increase (Decrease) in Income Taxes Payable Stock held in trust Stock Held In Trust Stock held in trust. Rule 10b5-1 Arrangement Adopted Rule 10b5-1 Arrangement Adopted [Flag] Schedule of Restructuring and Related Costs [Table] Schedule of Restructuring and Related Costs [Table] Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents Accumulated Amortization Finite-Lived Intangible Assets, Accumulated Amortization ETG Restructuring Plan [Domain] ETG Restructuring Plan [Domain] ETG Restructuring Plan [Domain] Stock Price or TSR Estimation Method Stock Price or TSR Estimation Method [Text Block] Variable Lease, Cost Variable Lease, Cost Operating Lease, Cost Operating Lease, Cost Engineered Components & Systems [Member] Engineered Components & Systems [Member] Engineered Components & Systems [Member] Common Stock, Shares, Issued Common Stock, Shares, Issued Gross profit Gross Profit Security Exchange Name Security Exchange Name Long-term Debt Long-Term Debt Selling, General and Administrative Expense Selling, General and Administrative Expense Accumulated other comprehensive loss Accumulated Other Comprehensive Income (Loss), Net of Tax Employee Stock Option Employee Stock Option [Member] Common Class A Common Class A [Member] Foreign Currency Contract, Liability/Asset, Fair Value Disclosure Foreign Currency Contract, Asset, Fair Value Disclosure Maximum Maximum [Member] Comprehensive (loss) income Comprehensive Income (Loss), Net of Tax, Attributable to Parent Incremental Operating Profit Minimum Incremental Operating Profit Minimum Goal of ASCEND transformation is to deliver incremental annual operating profit once fully implemented. Restructuring and Related Costs [Table Text Block] Restructuring and Related Costs [Table Text Block] Document Type Document Type Tabular List, Table Tabular List [Table Text Block] Short-term Lease, Cost Short-Term Lease, Cost Accounting Standards Update [Domain] Accounting Standards Update [Domain] Entity Address, Address Line One Entity Address, Address Line One Treasury Stock, Value, Acquired, Cost Method Treasury Stock, Value, Acquired, Cost Method Treasury Stock, Value, Acquired, Cost Method Income Tax Disclosure Additional Details [Table] [Table] Income Tax Disclosure Additional Details [Table] [Table] Income Tax Disclosure Additional Details [Table] Antidilutive Securities, Name [Domain] Antidilutive Securities, Name [Domain] Subsequent Event [Table] Subsequent Event [Table] Other Noncash Income (Expense) Other Noncash Income (Expense) Loss on Foreign Currency Fair Value Hedge Derivatives and Not Designated as Hedging Instruments at Fair Value Gain (Loss) on Foreign Currency Fair Value Hedge Derivatives and Not Designated as Hedging Instruments at Fair Value Gain (Loss) on Foreign Currency Fair Value Hedge Derivatives and Not Designated as Hedging Instruments at Fair Value Income taxes payable Taxes Payable, Current Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] Derivative, Fair Value, Net Derivative, Fair Value, Net Accounts Receivable, Allowance for Credit Loss, Current Accounts Receivable, Allowance for Credit Loss, Current Trademarks and tradenames Trademarks and Trade Names [Member] ASCEND Transformation Program ASCEND Transformation Program [Text Block] ASCEND Transformation Program Restructuring Charges, including recorded in Cost of Goods Sold Restructuring Charges, including recorded in Cost of Goods Sold Restructuring Charges, including recorded in Cost of Goods Sold Derivative [Table] Derivative [Table] Other current liabilities Other Liabilities, Current Variable Rate [Axis] Variable Rate [Axis] Income Statement [Abstract] Income Statement [Abstract] Anticipated Invested Expense Minimum Anticipated Invested Expense Minimum Anticipated Invested Expense over the expected 30 months to fully implement the program initiatives. Title of 12(b) Security Title of 12(b) Security Restructuring Cost and Reserve [Line Items] Restructuring Cost and Reserve [Line Items] Disposal Group, Including Discontinued Operation, Operating (Loss) Earnings Disposal Group, Including Discontinued Operation, Operating Income (Loss) Disposal Group, Including Discontinued Operation, Operating Income (Loss) Insider Trading Policies and Procedures Adopted Insider Trading Policies and Procedures Adopted [Flag] Aggregate Erroneous Compensation Not Yet Determined Aggregate Erroneous Compensation Not Yet Determined [Text Block] Disposal Group, Including Discontinued Operation, Income Tax (Benefit) Expense Disposal Group, Including Discontinued Operation, Income Tax Benefit Disposal Group, Including Discontinued Operation, Income Tax Benefit Income Tax Disclosure [Abstract] Income Tax Disclosure [Abstract] Derivative, Fixed Interest Rate Derivative, Fixed Interest Rate Forgone Recovery due to Expense of Enforcement, Amount Forgone Recovery due to Expense of Enforcement, Amount Components of Lease Expense [Abstract] Components of Lease Expense [Abstract] Components of Lease Expense [Abstract] Entity Tax Identification Number Entity Tax Identification Number Impact of changes in foreign currency rates Goodwill, Foreign Currency Translation Gain (Loss) Inventories, net Inventory, Net Statistical Measurement [Axis] Statistical Measurement [Axis] Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] Entity Interactive Data Current Entity Interactive Data Current Disaggregation of Revenue [Table] Disaggregation of Revenue [Table] Total Shareholder Return Amount Total Shareholder Return Amount Payments for Repurchase of Common Stock Payments for Repurchase of Common Stock Entity Common Stock, Shares Outstanding Entity Common Stock, Shares Outstanding Adjustment To PEO Compensation, Footnote Adjustment To PEO Compensation, Footnote [Text Block] Treasury Stock, Retired, Cost Method, Amount Treasury Stock, Retired, Cost Method, Amount Purchase of assets Purchase of assets Purchase of assets - Purchase of Track Tools assets including inventory and IP. Segments [Domain] Segments [Domain] Anticipated Additional ASCEND Transformation Program Restructuring Charges - Minimum Anticipated Additional ASCEND Transformation Program Restructuring Charges - Minimum Anticipated Additional ASCEND Transformation Program Restructuring Charges - Minimum Consolidation Items [Domain] Consolidation Items [Domain] Retained earnings Adoption of Accounting Standards Retained Earnings (Accumulated Deficit) Measure: Measure [Axis] Commitments and Contingencies Disclosure [Abstract] Commitments and Contingencies Disclosure [Abstract] Stock Issued During Period, Shares, Restricted Stock Award, Gross Stock Issued During Period, Shares, Restricted Stock Award, Gross Name Outstanding Recovery, Individual Name Error Correction, Type [Axis] Error Correction, Type [Axis] Entity Incorporation, State or Country Code Entity Incorporation, State or Country Code Current assets Assets, Current [Abstract] Leases [Abstract] Leases [Abstract] Entity Address, State or Province Entity Address, State or Province Compensation Actually Paid vs. Total Shareholder Return Compensation Actually Paid vs. Total Shareholder Return [Text Block] Supplemental Cash Flow Information Related to Leases [Table Text Block] Supplemental Cash Flow Information Related to Leases [Table Text Block] Supplemental Cash Flow Information Related to Leases [Table Text Block] - Tabular disclosure of supplemental cash flow information related to leases. Operating Activities Net Cash Provided by (Used in) Operating Activities [Abstract] Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] (Loss) Earnings per share from Continuing Operations, Per Basic Share Income (Loss) from Continuing Operations, Per Basic Share Finite-Lived Intangible Asset, Expected Amortization, Year One Finite-Lived Intangible Asset, Expected Amortization, Year One Operating Lease, Payments Operating Lease, Payments Disposal Group Name [Domain] Disposal Group Name [Domain] PEO PEO [Member] Common Stock, Par or Stated Value Per Share Common Stock, Par or Stated Value Per Share Cash Provided by Investing Activities Net Cash Provided by (Used in) Investing Activities Class of Stock [Domain] Class of Stock [Domain] Interest Rate Swap [Member] Interest Rate Swap [Member] Debt Instrument [Axis] Debt Instrument [Axis] Net Earnings from Continuing Operations Net (Loss) Earnings from Continuing Operations Income (Loss) from Continuing Operations, Net of Tax, Attributable to Parent Stock Repurchased and Retired During Period, Value Stock Repurchased and Retired During Period, Value Outstanding Aggregate Erroneous Compensation Amount Outstanding Aggregate Erroneous Compensation Amount Effective Income Tax Rate Reconciliation, Percent Effective Income Tax Rate Reconciliation, Percent Credit Facility [Axis] Credit Facility [Axis] Schedule of Accumulated Other Comprehensive Income (Loss) [Abstract] Schedule of Accumulated Other Comprehensive Income (Loss) [Abstract] Schedule of Accumulated Other Comprehensive Income (Loss) [Abstract] Total liabilities Liabilities Total Shareholder Return Vs Peer Group Total Shareholder Return Vs Peer Group [Text Block] AOCI Attributable to Parent [Member] AOCI Attributable to Parent [Member] Prepaid expenses and other assets Increase (Decrease) in Prepaid Expense and Other Assets Aggregate Erroneous Compensation Amount Aggregate Erroneous Compensation Amount All Executive Categories All Executive Categories [Member] Corporate Segment Corporate Segment [Member] Non-Rule 10b5-1 Arrangement Adopted Non-Rule 10b5-1 Arrangement Adopted [Flag] Disposal Groups, Including Discontinued Operations [Table] Disposal Groups, Including Discontinued Operations [Table] Debt Disclosure [Abstract] Debt Disclosure [Abstract] Long-Lived Tangible Asset [Domain] Long-Lived Tangible Asset [Domain] Earnings (loss) per share Earnings Per Share [Abstract] Subsequent Event [Line Items] Subsequent Event [Line Items] Principal Repayment on Revolving Credit Facility Principal Repayment on Revolving Credit Facility Principal Repayment on Revolving Credit Facility Class A common stock, $0.20 par value per share, authorized 168,000,000 shares, issued 54,252,752 and 83,760,798 shares, respectively Common Stock, Value, Issued Tradenames Trade Names [Member] Contingencies and Litigation Legal Matters and Contingencies [Text Block] Awards Close in Time to MNPI Disclosures, Table Awards Close in Time to MNPI Disclosures [Table Text Block] Derivatives used in Net Investment Hedge, Increase (Decrease), Gross of Tax Derivatives used in Net Investment Hedge, Increase (Decrease), Gross of Tax Anticipated ASCEND Transformation Program Restructuring Charges - Maximum Anticipated ASCEND Transformation Program Restructuring Charges - Maximum Anticipated ASCEND Transformation Program Restructuring Charges - Maximum Total current assets Assets, Current Revenue from Contract with Customer [Abstract] Revenue from Contract with Customer [Abstract] All Individuals All Individuals [Member] Accounting Standards Update [Axis] Accounting Standards Update [Axis] Other expense, net Other Nonoperating Income (Expense) Entity Filer Category Entity Filer Category Anticipated Invested Expense Maximum Anticipated Invested Expense Maximum Anticipated Invested Expense over the expected 30 months to fully implement the program initiatives. Other Operating Segment [Member] Other Operating Segment [Member] Other Operating Segment [Member] - Includes the Cortland U.S. business Non-PEO NEO Average Total Compensation Amount Non-PEO NEO Average Total Compensation Amount Statement [Table] Statement [Table] Current Fiscal Year End Date Current Fiscal Year End Date Goodwill and Other Intangible Assets Goodwill and Intangible Assets Disclosure [Text Block] Stock Repurchased During Period, Shares Stock Repurchased During Period, Shares PEO Name PEO Name Payment for redemption of term loan Payment for redemption of revolver Payment for redemption of revolver Fair Value, by Balance Sheet Grouping [Table] Fair Value, by Balance Sheet Grouping [Table] Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block] Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block] Principal repayments on term loan Principal repayments on term loan Principal repayments on term loan Impaired Assets [Line Items] Impaired Assets [Line Items] [Line Items] for Tabular disclosure of impaired assets. Future Amortization Expense, 2024 Finite-Lived Intangible Asset, Expected Amortization, Year Five Stock Issued During Period, Value, Employee Benefit Plan Stock Issued During Period, Value, Employee Benefit Plan Schedule of Goodwill Schedule of Goodwill [Table Text Block] Condensed Statement of Comprehensive Income [Table] Condensed Statement of Comprehensive Income [Table] Cash (Used in) Provided By Operating Activities Net Cash Provided by (Used in) Operating Activities Class of Stock [Axis] Class of Stock [Axis] Erroneously Awarded Compensation Recovery Erroneously Awarded Compensation Recovery [Table] Derivatives and Fair Value [Text Block] Derivatives and Fair Value [Text Block] Depreciation and amortization Depreciation, Depletion and Amortization Incremental Operating Profit Maximum Incremental Operating Profit Maximum Goal of ASCEND transformation is to deliver incremental annual operating profit once fully implemented. Award Timing, How MNPI Considered Award Timing, How MNPI Considered [Text Block] Transferred over Time [Member] Transferred over Time [Member] Standard and Extended Product Warranty Accrual Beginning balance Standard and Extended Product Warranty Accrual Accrued compensation and benefits Increase (Decrease) in Employee Related Liabilities Statement of Financial Position [Abstract] Statement of Financial Position [Abstract] Consolidation Items [Axis] Consolidation Items [Axis] Stock Value Issued to Acquired For and Distributed From Rabbi Trust Stock Value Issued to Acquired For and Distributed From Rabbi Trust Stock Value Issued to Acquired For and Distributed From Rabbi Trust Disposal Group Including Discontinued Operation Impairment And Divestiture Charges Disposal Group Including Discontinued Operation Impairment And Divestiture Charges Disposal Group Including Discontinued Operation Impairment And Divestiture Charges Finite-Lived Intangible Assets, Major Class Name [Domain] Finite-Lived Intangible Assets, Major Class Name [Domain] Foreign currency translation adjustments Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax Condensed Statement of Income Captions [Line Items] Condensed Statement of Income Captions [Line Items] Senior Credit Facility - Term Loan Senior Credit Facility Term Loan [Member] Senior Credit Facility Term Loan [Member] Subsequent Events [Abstract] Subsequent Events [Abstract] Revision of Prior Period [Domain] Revision of Prior Period [Domain] Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest, Total Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest Interest Rate Cash Flow Hedge Derivative at Fair Value, Net Interest Rate Cash Flow Hedge Derivative at Fair Value, Net Restructuring and Related Activities Disclosure [Text Block] Restructuring and Related Activities Disclosure [Text Block] Long-Lived Tangible Asset [Axis] Long-Lived Tangible Asset [Axis] Net Investment Hedging [Member] Net Investment Hedging [Member] Entity Emerging Growth Company Entity Emerging Growth Company Debt Issuance Costs, Net Debt Issuance Costs, Net Guarantees [Abstract] Guarantees [Abstract] Capital expenditures Payments to Acquire Productive Assets Treasury Stock, Shares, Retired Treasury Stock, Shares, Retired Other intangible assets, net Net Book Value Intangible Assets, Net (Excluding Goodwill) Schedule of Product Warranty Liability Schedule of Product Warranty Liability [Table Text Block] Type of Expansion [Axis] Type of Expansion [Axis] Type of Expansion [Axis] - options for future expansion on Senior Credit Facility. Disposal Group Classification [Domain] Disposal Group Classification [Domain] Derivative Instruments, Gain (Loss) [Table Text Block] Derivative Instruments, Gain (Loss) [Table Text Block] Named Executive Officers, Footnote Named Executive Officers, Footnote [Text Block] Document Fiscal Period Focus Document Fiscal Period Focus Leverage ratio Leverage Ratio Leverage ratio. Weighted Average Amortization Period (Years) Finite-Lived Intangible Asset, Useful Life Pay vs Performance Disclosure, Table Pay vs Performance [Table Text Block] Antidilutive Securities [Axis] Antidilutive Securities [Axis] Title Trading Arrangement, Individual Title Stock-based compensation expense Share-Based Payment Arrangement, Noncash Expense Supplemental Balance Sheet Information Related to Leases [Abstract] Supplemental Balance Sheet Information Related to Leases [Abstract] Supplemental Balance Sheet Information Related to Leases [Abstract] Common Stock [Member] Common Stock [Member] Pension and other postretirement benefit plans Other Comprehensive (Income) Loss, Defined Benefit Plan, after Reclassification Adjustment, after Tax Individual: Individual [Axis] City Area Code City Area Code Entity Address, Postal Zip Code Entity Address, Postal Zip Code ETG Restructuring Plan [Axis] ETG Restructuring Plan [Axis] ETG Restructuring Plan Product and Service [Axis] Product and Service [Axis] Income Statement Location [Domain] Income Statement Location [Domain] Document Fiscal Year Focus Document Fiscal Year Focus Total shareholders' equity Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest Total shareholders’ equity Equity, Including Portion Attributable to Noncontrolling Interest Lessee, Operating Lease, Term of Contract Lessee, Operating Lease, Term of Contract Minimum Minimum [Member] Property, plant and equipment, net Property, Plant and Equipment, Net Property, Plant and Equipment, Net Exercise Price Award Exercise Price Finite-Lived Intangible Assets by Major Class [Axis] Finite-Lived Intangible Assets by Major Class [Axis] Cortland Industrial Cortland Industrial [Member] Cortland Industrial Other Comprehensive (Loss) Income, Net of Tax Other Comprehensive (Loss) Income, Net of Tax Other Comprehensive Income (Loss), Net of Tax Disposal Group Classification [Axis] Disposal Group Classification [Axis] ASCEND Transformation Program Expenses in COGS ASCEND Transformation Program Expenses in COGS ASCEND Transformation Program Expenses in COGS Statement of Cash Flows [Abstract] Statement of Cash Flows [Abstract] ASSETS Assets [Abstract] Award Timing MNPI Disclosure Award Timing MNPI Disclosure [Text Block] Goodwill and Intangible Assets Disclosure [Abstract] Goodwill and Intangible Assets Disclosure [Abstract] Indefinite And Finite Lived Intangible Assets [Table] Indefinite And Finite Lived Intangible Assets [Table] Indefinite And Finite Lived Intangible Assets [Table] Taxes paid related to the net share settlement of equity awards Payment, Tax Withholding, Share-Based Payment Arrangement Increase (Decrease) in Fair Value of Hedged Item in Interest Rate Fair Value Hedge Increase (Decrease) in Fair Value of Hedged Item in Interest Rate Fair Value Hedge Cash used in financing activities Net Cash Provided by (Used in) Financing Activities (Loss) Earnings per share from Continuing Operations, Per Diluted Share Income (Loss) from Continuing Operations, Per Diluted Share Retained Earnings [Member] Retained Earnings [Member] Long-term Debt, Current Maturities Long-Term Debt, Current Maturities Adjustment to Non-PEO NEO Compensation Footnote Adjustment to Non-PEO NEO Compensation Footnote [Text Block] Total liabilities and shareholders’ equity Liabilities and Equity Other long-term assets Other Assets, Noncurrent Peer Group Total Shareholder Return Amount Peer Group Total Shareholder Return Amount (Loss) Earnings Per Share, Basic Earnings Per Share, Basic Earnings Per Share, Basic Schedule of Long-term Debt Instruments [Table] Schedule of Long-Term Debt Instruments [Table] Accounting Policies [Abstract] Accounting Policies [Abstract] Equity Valuation Assumption Difference, Footnote Equity Valuation Assumption Difference, Footnote [Text Block] Erroneous Compensation Analysis Erroneous Compensation Analysis [Text Block] Product Warranty Costs Product Warranty Disclosure [Text Block] Arrangement Duration Trading Arrangement Duration Entity Address, City or Town Entity Address, City or Town Award Timing MNPI Considered Award Timing MNPI Considered [Flag] Summary of Financial Information by Reportable Segment and Product Line Schedule of Segment Reporting Information, by Segment [Table Text Block] Impaired Assets [Table] Impaired Assets [Table] Tabular disclosure of impaired assets. Proceeds from Issuance of Term Loan Proceeds from issuance of term loan Proceeds from issuance of term loan Restructuring Charges Restructuring Charges Document Transition Report Document Transition Report Award Timing Predetermined Award Timing Predetermined [Flag] Anticipated Additional ASCEND Transformation Program Restructuring Charges - Maximum Anticipated Additional ASCEND Transformation Program Restructuring Charges - Maximum Anticipated Additional ASCEND Transformation Program Restructuring Charges - Maximum Termination Date Trading Arrangement Termination Date Accumulated Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Net of Tax Accumulated Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Net of Tax Change in Accounting Principle, Type [Domain] Change in Accounting Principle, Type [Domain] Common Stock, Shares Authorized Common Stock, Shares Authorized Document Information [Table] Document Information [Table] Indefinite-lived Intangible Assets by Major Class [Axis] Indefinite-Lived Intangible Assets [Axis] Property, Plant and Equipment [Abstract] Property, Plant and Equipment [Abstract] Derivative Instrument [Axis] Derivative Instrument [Axis] Adjustments to reconcile net earnings to net cash provided by operating activities: Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities [Abstract] All Trading Arrangements All Trading Arrangements [Member] All Adjustments to Compensation All Adjustments to Compensation [Member] Derivative [Line Items] Derivative [Line Items] Restructuring Reserve [Roll Forward] Restructuring Reserve [Roll Forward] Timing of Transfer of Good or Service [Domain] Timing of Transfer of Good or Service [Domain] Award Timing Disclosures [Line Items] Compensation Amount Outstanding Recovery Compensation Amount Future Amortization Expense, 2025 Finite-Lived Intangible Assets, Amortization Expense, Year Six Finite-Lived Intangible Assets, Amortization Expense, Year Six Stock Issued During Period, Value, Restricted Stock Award, Gross Stock Issued During Period, Value, Restricted Stock Award, Gross Stock Issued During Period, Value, Restricted Stock Award, Gross Debt Instrument, Unused Borrowing Capacity, Amount Debt Instrument, Unused Borrowing Capacity, Amount Net Cash Used in Financing Activities, Continuing Operations Net Cash Provided by (Used in) Financing Activities, Continuing Operations Benefit for deferred income taxes Deferred Income Tax Expense (Benefit) Document Information [Line Items] Document Information [Line Items] Subsequent Event Type [Axis] Subsequent Event Type [Axis] Stock option exercises and other Proceeds from Stock Options Exercised Increase (Decrease) in Stockholders' Equity [Roll Forward] [Abstract] Increase (Decrease) in Stockholders' Equity [Roll Forward] [Abstract] Increase (Decrease) in Stockholders' Equity [Roll Forward] [Abstract] Statement of Comprehensive Income [Abstract] Statement of Comprehensive Income [Abstract] Cash used in investing activities, Continuing Operations Net Cash Provided by (Used in) Investing Activities, Continuing Operations Cash provided by (used in) operating activities, Continuing Operations Net Cash Provided by (Used in) Operating Activities, Continuing Operations (Loss) Earnings per share from Discontinued Operations, Per Basic Shares Discontinued Operation, Gain (Loss) on Disposal of Discontinued Operation, Net of Tax, Per Basic Share Other current assets Prepaid Expense and Other Assets, Current Future Amortization Expense, 2022 Finite-Lived Intangible Asset, Expected Amortization, Year Three Anticipated ASCEND Transformation Program Restructuring Charges - Minimum Anticipated ASCEND Transformation Program Restructuring Charges - Minimum Anticipated ASCEND Transformation Program Restructuring Charges - Minimum Insider Trading Arrangements [Line Items] Stock Repurchase Program, Remaining Number of Shares Authorized to be Repurchased Stock Repurchase Program, Remaining Number of Shares Authorized to be Repurchased Stock option exercises & other Stock option exercises & other Stock option exercises & other Schedule of Segment Reporting Information, by Segment [Table] Schedule of Segment Reporting Information, by Segment [Table] Shares Issued, Shares, Share-based Payment Arrangement, after Forfeiture Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture Movement in Standard Product Warranty Accrual [Roll Forward] Movement in Standard Product Warranty Accrual [Roll Forward] Machinery and equipment Machinery and Equipment, Gross Entity Registrant Name Entity Registrant Name Material Terms of Trading Arrangement Material Terms of Trading Arrangement [Text Block] Award Timing Method Award Timing Method [Text Block] Incremental Common Shares Attributable to Dilutive Effect of Share-based Payment Arrangements Incremental Common Shares Attributable to Dilutive Effect of Share-Based Payment Arrangements Future Amortization Expense, 2021 Finite-Lived Intangible Asset, Expected Amortization, Year Two Adjustment to Compensation, Amount Adjustment to Compensation Amount Other accrued liabilities Increase (Decrease) in Other Current Liabilities Cash payments Payments for Restructuring Document Period End Date Document Period End Date Compensation Actually Paid vs. Net Income Compensation Actually Paid vs. Net Income [Text Block] Adoption Date Trading Arrangement Adoption Date Peer Group Issuers, Footnote Peer Group Issuers, Footnote [Text Block] Less: Accumulated Depreciation Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment Disposal Group Name [Axis] Disposal Group Name [Axis] Disposal Group, Including Discontinued Operation, Loss Before Income Tax Benefit Disposal Group, Including Discontinued Operation, (Loss) Earnings Before Income Tax Benefit Disposal Group, Including Discontinued Operation, Loss Before Income Tax Benefit Disposal Group, Including Discontinued Operation, Loss Before Income Tax Benefit Adjusted Leverage Ratio Adjusted Leverage Ratio Adjusted Leverage Ratio Treasury Stock, Common Treasury Stock, Common [Member] Entity Central Index Key Entity Central Index Key Amortization of debt issuance costs Amortization of Debt Issuance Costs and Discounts Segment Reporting Information [Line Items] Segment Reporting Information [Line Items] Non-Rule 10b5-1 Arrangement Terminated Non-Rule 10b5-1 Arrangement Terminated [Flag] Gross Carrying Value Finite-Lived Intangible Assets, Gross Income tax (benefit) expense Income Tax Expense (Benefit) Accrued compensation and benefits Employee-related Liabilities, Current Fair Value Measurement Fair Value Disclosures [Text Block] Name Trading Arrangement, Individual Name Cash (used in) provided by operating activities, Discontinued Operations Cash Provided by (Used in) Operating Activities, Discontinued Operations Disaggregation of Revenue [Table Text Block] Disaggregation of Revenue [Table Text Block] Equity [Abstract] Equity [Abstract] Net Sales Revenue from Contract with Customer, Excluding Assessed Tax Compensation Actually Paid vs. Company Selected Measure Compensation Actually Paid vs. Company Selected Measure [Text Block] Long-term Debt, Type [Axis] Long-Term Debt, Type [Axis] Amendment Flag Amendment Flag Fair Value Hedging [Member] Fair Value Hedging [Member] Document Documentand Entity Information [Abstract] Document Documentand Entity Information [Abstract] Document Documentand Entity Information [Abstract] Cash and cash equivalents Cash and Cash Equivalents, at Carrying Value Income Tax Disclosure Additional Details [Table] [Line Items] Income Tax Disclosure Additional Details [Table] [Line Items] [Line Items] for Income Tax Disclosure Additional Details [Table] Stock Repurchased and Retired During Period, Shares Stock Repurchased and Retired During Period, Shares Credit Facility [Domain] Credit Facility [Domain] Treasury Stock, Shares, Acquired Treasury Stock, Shares, Acquired Debt Instrument, Basis Spread on Variable Rate Debt Instrument, Basis Spread on Variable Rate Compensation Actually Paid vs. Other Measure Compensation Actually Paid vs. Other Measure [Text Block] Long-term debt, net Long-Term Debt, Excluding Current Maturities Supplemental Cash Flow Information Related to Leases [Abstract] Supplemental Cash Flow Information Related to Leases [Abstract] Supplemental Cash Flow Information Related to Leases [Abstract] Weighted Average Common Shares outstanding - diluted Weighted Average Number of Shares Outstanding, Diluted Forgone Recovery, Explanation of Impracticability Forgone Recovery, Explanation of Impracticability [Text Block] Contract with Customer, Contract Asset, Contract Liability, and Receivable [Table Text Block] Contract with Customer, Contract Asset, Contract Liability, and Receivable [Table Text Block] Disposal Groups, Including Discontinued Operations [Table Text Block] Disposal Groups, Including Discontinued Operations [Table Text Block] Revenue from Contract with Customer [Text Block] Revenue from Contract with Customer [Text Block] Senior Credit Facilty Senior Credit Facilty Senior Credit Facilty Company Selected Measure Amount Company Selected Measure Amount Additional paid-in capital Additional Paid in Capital, Common Stock Additional Paid-in Capital [Member] Additional Paid-in Capital [Member] Total assets Assets Assets Name Awards Close in Time to MNPI Disclosures, Individual Name Revision of Prior Period [Axis] Revision of Prior Period [Axis] Impact of changes in foreign currency rates Standard and Extended Product Warranty Accrual, Foreign Currency Translation Gain (Loss) AOCI, Cash Flow Hedge, Cumulative Gain (Loss), after Tax AOCI, Cash Flow Hedge, Cumulative Gain (Loss), after Tax APIC, Share-based Payment Arrangement, Increase for Cost Recognition APIC, Share-Based Payment Arrangement, Increase for Cost Recognition Restructuring and Related Activities [Abstract] Restructuring and Related Activities [Abstract] Treasury Stock, Retired, Par Value Method, Amount Treasury Stock, Retired, Par Value Method, Amount Cash dividend Payments of Dividends Other long-term liabilities Other Liabilities, Noncurrent Non-NEOs Non-NEOs [Member] Revenue, remaining performance obligation, within next twelve months Revenue, Remaining Performance Obligation, Amount ASCEND Transformation Program Expenses in SG&A ASCEND Transformation Program Expenses in SG&A ASCEND Transformation Program Expenses in SG&A Segment Information Segment Reporting Disclosure [Text Block] Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Period Increase (Decrease), Including Exchange Rate Effect, Total Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents, Period Increase (Decrease), Including Exchange Rate Effect Financing Activities Net Cash Provided by (Used in) Financing Activities [Abstract] Non-PEO NEO Non-PEO NEO [Member] Lessee, Operating Lease, Renewal Term Lessee, Operating Lease, Renewal Term Equity Component [Domain] Equity Component [Domain] Adjustment to Compensation: Adjustment to Compensation [Axis] Non-GAAP Measure Description Non-GAAP Measure Description [Text Block] Debt Instrument [Line Items] Debt Instrument [Line Items] Contract assets Contract with Customer, Asset, after Allowance for Credit Loss Weighted average common shares outstanding - basic Weighted average common shares outstanding - basic Weighted Average Number of Shares Outstanding, Basic Anticipated Additional Investment Expense - Maximum Anticipated Additional Investment Expense - Maximum Anticipated Additional Investment Expense - Maximum Entity Current Reporting Status Entity Current Reporting Status Disposal Group, Including Discontinued Operation, General and Administrative Expense Disposal Group, Including Discontinued Operation, General and Administrative Expense Working capital adjustment from the sale of business assets Working capital adjustment from the sale of business assets Working capital adjustment from the sale of business assets Operating profit Operating Profit (Loss) Operating Income (Loss) Interest Coverage Ratio Interest Coverage Ratio Interest Coverage Ratio Engineered Components & Systems [Member] [Domain] Engineered Components & Systems [Member] [Domain] Engineered Components & Systems [Member] [Domain] Consolidated Entities [Domain] Consolidated Entities [Domain] Deferred compensation liability Deferred Compensation Liability Deferred Compensation Liability Error Correction, Type [Domain] Error Correction, Type [Domain] Pay vs Performance Disclosure Pay vs Performance Disclosure [Table] Line of Credit Facility, Unused Capacity, Commitment Fee Percentage Line of Credit Facility, Unused Capacity, Commitment Fee Percentage Business Segments [Axis] Segments [Axis] Statement [Line Items] Statement [Line Items] Other comprehensive income, net of tax Other Comprehensive Income (Loss), Net of Tax [Abstract] Accounts Receivable, Allowance for Credit Loss, Period Increase (Decrease) Accounts Receivable, Allowance for Credit Loss, Period Increase (Decrease) Deferred Compensation, Share-based Payments [Member] Deferred Compensation, Share-Based Payments [Member] Forgone Recovery due to Disqualification of Tax Benefits, Amount Forgone Recovery due to Disqualification of Tax Benefits, Amount Awards Close in Time to MNPI Disclosures Awards Close in Time to MNPI Disclosures [Table] Par Value Par Value [Member] Par Value Customer relationships Customer Relationships [Member] (Loss) Earnings per share from Discontinued Operations, Per Diluted Share Discontinued Operation, Income (Loss) from Discontinued Operation, Net of Tax, Per Diluted Share Financing costs, net Financing Interest Expense Shareholders’ equity Equity, Including Portion Attributable to Noncontrolling Interest [Abstract] Stock Repurchase Program, Number of Shares Authorized to be Repurchased Stock Repurchase Program, Number of Shares Authorized to be Repurchased Borrowings on Revolving Credit Borrowings on Revolving Credit Borrowings on Revolving Credit Net (Loss) Earnings from Discontinued Operations Net (Loss) Earnings from Discontinued Operations Net (Loss) Earnings from Discontinued Operations Income (Loss) from Discontinued Operations, Net of Tax, Attributable to Parent EX-101.PRE 10 epac-20240229_pre.xml XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT XML 12 R1.htm IDEA: XBRL DOCUMENT v3.24.1
Document and Entity Information - $ / shares
6 Months Ended
Feb. 29, 2024
Mar. 18, 2024
Aug. 31, 2023
Document Information [Line Items]      
Document Type 10-Q    
Document Quarterly Report true    
Document Period End Date Feb. 29, 2024    
Document Transition Report false    
Entity File Number 1-11288    
Entity Registrant Name ENERPAC TOOL GROUP CORP.    
Entity Incorporation, State or Country Code WI    
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    
Title of 12(b) Security Class A common stock, $0.20 par value per share    
Trading Symbol EPAC    
Security Exchange Name NYSE    
Entity Current Reporting Status Yes    
Entity Interactive Data Current Yes    
Entity Filer Category Large Accelerated Filer    
Entity Small Business false    
Entity Emerging Growth Company false    
Entity Shell Company false    
Entity Common Stock, Shares Outstanding   54,253,540  
Amendment Flag false    
Document Fiscal Year Focus 2024    
Document Fiscal Period Focus Q2    
Entity Central Index Key 0000006955    
Current Fiscal Year End Date --08-31    
Common Class A      
Document Information [Line Items]      
Common Stock, Par or Stated Value Per Share $ 0.20   $ 0.20
Common Stock, Shares Authorized 168,000,000   168,000,000
Common Stock, Shares, Issued 54,252,752   83,760,798
XML 13 R2.htm IDEA: XBRL DOCUMENT v3.24.1
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)
shares in Thousands, $ in Thousands
3 Months Ended 6 Months Ended
Feb. 29, 2024
Feb. 28, 2023
Feb. 29, 2024
Feb. 28, 2023
Income Statement [Abstract]        
Net Sales $ 138,437 $ 141,960 $ 280,406 $ 281,342
Cost of products sold 66,962 71,593 134,681 143,069
Gross profit 71,475 70,367 145,725 138,273
Selling, General and Administrative Expense 40,723 52,059 82,938 105,306
Amortization of intangible assets 833 1,349 1,657 2,717
Restructuring Charges 398 2,987 2,799 3,969
Impairment & divestiture (benefits) charges 0 0 147 0
Operating profit 29,521 13,972 58,184 26,281
Financing costs, net 3,711 3,105 7,408 5,920
Other expense, net 543 721 1,535 1,423
Income tax (benefit) expense 7,396 2,988 13,064 5,370
Net Earnings from Continuing Operations 17,871 7,158 36,177 13,568
Net (Loss) Earnings from Discontinued Operations (54) (2,661) (622) (1,618)
Net (loss) earnings $ 17,817 $ 4,497 $ 35,555 $ 11,950
Earnings (loss) per share        
(Loss) Earnings per share from Continuing Operations, Per Basic Share $ 0.33 $ 0.13 $ 0.67 $ 0.24
(Loss) Earnings per share from Continuing Operations, Per Diluted Share 0.33 0.12 0.66 0.24
(Loss) Earnings per share from Discontinued Operations, Per Basic Shares (0.00) (0.05) (0.01) (0.03)
(Loss) Earnings per share from Discontinued Operations, Per Diluted Share (0.00) (0.05) (0.01) (0.03)
(Loss) Earnings Per Share, Basic 0.33 0.08 0.65 0.21
(Loss) Earnings Per Share, Diluted $ 0.33 $ 0.08 $ 0.65 $ 0.21
Weighted average common shares outstanding        
Weighted average common shares outstanding - basic 54,213 57,042 54,370 56,964
Weighted Average Common Shares outstanding - diluted 54,685 57,500 54,846 57,409
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest, Total $ 25,267 $ 10,146 $ 49,241 $ 18,938
XML 14 R3.htm IDEA: XBRL DOCUMENT v3.24.1
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Feb. 29, 2024
Feb. 28, 2023
Feb. 29, 2024
Feb. 28, 2023
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification and Tax, Parent $ (251) $ 227 $ 986 $ 227
Other comprehensive income, net of tax        
Foreign currency translation adjustments (2,921) 877 (2,883) 6,818
Pension and other postretirement benefit plans 1,965 139 1,060 222
Other Comprehensive (Loss) Income, Net of Tax (1,207) 1,243 (837) 7,267
Net (loss) earnings 17,817 4,497 35,555 11,950
Comprehensive (loss) income $ 16,610 $ 5,740 $ 34,718 $ 19,217
XML 15 R4.htm IDEA: XBRL DOCUMENT v3.24.1
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)
$ in Thousands
Feb. 29, 2024
Aug. 31, 2023
Current assets    
Cash and cash equivalents $ 153,693 $ 154,415
Accounts receivable, net 97,590 97,649
Inventories, net 82,872 74,765
Other current assets 33,150 28,811
Total current assets 367,305 355,640
Property, plant and equipment, net 36,963 38,968
Goodwill 266,113 266,494
Other intangible assets, net 36,856 37,338
Other long-term assets 62,049 64,157
Total assets 769,286 762,597
Current liabilities    
Trade accounts payable 44,016 50,483
Accrued compensation and benefits 20,452 33,194
Long-term Debt, Current Maturities 5,000 3,750
Income taxes payable 4,060 3,771
Other current liabilities 44,621 56,922
Total current liabilities 118,149 148,120
Long-term debt, net 239,920 210,337
Deferred Income Taxes 6,644 5,667
Pension and postretirement benefit liabilities 10,066 10,247
Other long-term liabilities 57,581 61,606
Total liabilities 432,360 435,977
Shareholders’ equity    
Class A common stock, $0.20 par value per share, authorized 168,000,000 shares, issued 54,252,752 and 83,760,798 shares, respectively 10,851 16,752
Additional paid-in capital 226,075 220,472
Treasury stock, at cost, 0 and 28,772,715 shares, respectively 0 (800,506)
Retained earnings 222,047 1,011,112
Accumulated other comprehensive loss (122,047) (121,210)
Stock held in trust (3,777) (3,484)
Deferred compensation liability 3,777 3,484
Total shareholders' equity 336,926 326,620
Total liabilities and shareholders’ equity $ 769,286 $ 762,597
XML 16 R5.htm IDEA: XBRL DOCUMENT v3.24.1
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - Common Class A - shares
Feb. 29, 2024
Aug. 31, 2023
Common Stock, Shares Authorized 168,000,000 168,000,000
Common Stock, Shares, Issued 54,252,752 83,760,798
XML 17 R6.htm IDEA: XBRL DOCUMENT v3.24.1
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
$ in Thousands
6 Months Ended
Feb. 29, 2024
Feb. 28, 2023
Operating Activities    
Net (loss) earnings $ 35,555 $ 11,950
Net (Loss) Earnings from Discontinued Operations (622) (1,618)
Net Earnings from Continuing Operations 36,177 13,568
Impairment & divestiture (benefits) charges 147 0
Adjustments to reconcile net earnings to net cash provided by operating activities:    
Depreciation and amortization 6,754 8,419
Stock-based compensation expense 5,527 4,275
Benefit for deferred income taxes 418 440
Amortization of debt issuance costs 292 610
Other Noncash Income (Expense) 1,954 33
Changes in components of working capital and other, excluding acquisitions and divestitures:    
Accounts receivable (375) 7,436
Inventories (7,818) (8,714)
Trade accounts payable (6,514) (19,040)
Prepaid expenses and other assets (5,806) (2,452)
Income tax accounts 1,345 3,440
Accrued compensation and benefits (12,625) 2,193
Other accrued liabilities (7,411) (2,249)
Cash provided by (used in) operating activities, Continuing Operations 12,065 7,959
Cash (used in) provided by operating activities, Discontinued Operations (5,413) 1,818
Cash (Used in) Provided By Operating Activities 6,652 9,777
Investing Activities    
Capital expenditures (3,152) (5,465)
Working capital adjustment from the sale of business assets (1,133) 0
Cash used in investing activities, Continuing Operations (5,687) (4,881)
Cash Provided by Investing Activities (5,687) (4,881)
Financing Activities    
Borrowings on Revolving Credit 48,000 41,000
Principal Repayment on Revolving Credit Facility (16,000) (31,000)
Principal repayments on term loan (1,250) 0
Taxes paid related to the net share settlement of equity awards (3,076) (2,474)
Stock option exercises & other 2,871 1,021
Cash dividend (2,178) (2,274)
Net Cash Used in Financing Activities, Continuing Operations (1,741) (213)
Cash used in financing activities (1,741) (213)
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Period Increase (Decrease), Including Exchange Rate Effect, Total (722) 3,964
Effect of Exchange Rate on Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents, Continuing Operations 54 (719)
Proceeds from (Repayments of) Short-Term Debt, Maturing in Three Months or Less 0 (4,000)
Payments of Debt Issuance Costs 0 (2,486)
Payments for Repurchase of Common Stock (30,108) 0
Proceeds from Issuance of Term Loan 0 200,000
Payment for redemption of term loan 0 (200,000)
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents 153,693 124,663
Purchase of assets $ (1,402) $ (584)
XML 18 R7.htm IDEA: XBRL DOCUMENT v3.24.1
Basis of Presentation Schedule of Accumulated Other Comprehensive Income (Loss)
6 Months Ended
Feb. 29, 2024
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):
February 29, 2024August 31, 2023
Foreign currency translation adjustments$105,151 $102,268 
Pension and other postretirement benefit plans17,334 18,394 
Cash flow hedges(438)548 
Accumulated other comprehensive loss$122,047 $121,210 
Schedule of Product Warranty Liability The following summarizes the changes in product warranty reserves for the six months ended February 29, 2024 and the six months ended February 28, 2023, respectively (in thousands):
 Six Months Ended
 February 29, 2024February 28, 2023
Beginning balance$856 $1,140 
Provision for warranties132 389 
Warranty payments and costs incurred(318)(416)
Impact of changes in foreign currency rates(1)20 
Ending balance$669 $1,133 
XML 19 R8.htm IDEA: XBRL DOCUMENT v3.24.1
Earnings per Share and Shareholders' Equity Shareholders Equity - USD ($)
shares in Thousands, $ in Thousands
Total
Common Stock [Member]
Additional Paid-in Capital [Member]
Retained Earnings [Member]
AOCI Attributable to Parent [Member]
Stock held in trust [member] [Member]
Deferred Compensation, Share-based Payments [Member]
Treasury Stock, Common
Stock Issued During Period, Shares, New Issues   83,397            
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest $ 318,611 $ 16,679 $ 212,986 $ 966,751 $ (134,961) $ (3,209) $ 3,209 $ (742,844)
Net (loss) earnings 7,453     7,453        
Other Comprehensive (Loss) Income, Net of Tax 6,024       6,024      
Stock Issued During Period, Shares, Employee Benefit Plan   3            
Stock Issued During Period, Value, Employee Benefit Plan 42 $ 1 41          
Stock Issued During Period, Shares, Restricted Stock Award, Gross   84            
Stock Issued During Period, Value, Restricted Stock Award, Gross 0 $ (17) 17          
APIC, Share-based Payment Arrangement, Increase for Cost Recognition 2,155   2,155          
Stock Issued To Acquired For And Distributed From Rabbi Trust   3            
Stock Value Issued to Acquired For and Distributed From Rabbi Trust 77 $ 1 76     (30) 30  
Adjustments to Additional Paid in Capital, Other (969)   (969)          
Shares Issued, Shares, Share-based Payment Arrangement, after Forfeiture   42            
Stock Issued During Period, Value, Stock Options Exercised   $ 8 922          
Stock option exercises and other 930              
Net (loss) earnings 11,950              
Other Comprehensive (Loss) Income, Net of Tax 7,267              
Stock Issued During Period, Shares, New Issues   83,529            
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest 334,323 $ 16,706 215,194 974,204 (128,937) (3,239) 3,239 (742,844)
Net (loss) earnings 4,497     4,497        
Other Comprehensive (Loss) Income, Net of Tax 1,243       1,243      
Stock Issued During Period, Shares, Employee Benefit Plan   2            
Stock Issued During Period, Value, Employee Benefit Plan 49 $ 0 49          
Stock Issued During Period, Shares, Restricted Stock Award, Gross   173            
Stock Issued During Period, Value, Restricted Stock Award, Gross 0 $ (34) 34          
APIC, Share-based Payment Arrangement, Increase for Cost Recognition 2,120   2,120          
Stock Issued To Acquired For And Distributed From Rabbi Trust   28            
Stock Value Issued to Acquired For and Distributed From Rabbi Trust 61   55     (81) 81  
Adjustments to Additional Paid in Capital, Other (1,505)   (1,505)          
Stock Issued During Period, Shares, New Issues   83,732            
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest 340,788 $ 16,746 215,879 978,701 (127,694) (3,320) 3,320 (742,844)
Stock Issued During Period, Shares, New Issues   83,761            
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest 326,620 $ 16,752 220,472 1,011,112 (121,210) (3,484) 3,484 (800,506)
Adoption of Accounting Standards 1,011,112              
Net (loss) earnings 17,738     17,738        
Other Comprehensive (Loss) Income, Net of Tax 370       370      
Stock Issued During Period, Shares, Employee Benefit Plan   2            
Stock Issued During Period, Value, Employee Benefit Plan 51 $ 0 51          
Stock Issued During Period, Shares, Restricted Stock Award, Gross   118            
Stock Issued During Period, Value, Restricted Stock Award, Gross 0 $ (23) (23)          
APIC, Share-based Payment Arrangement, Increase for Cost Recognition 2,717   2,717          
Stock Issued To Acquired For And Distributed From Rabbi Trust   3            
Stock Value Issued to Acquired For and Distributed From Rabbi Trust 90 $ 1 89     (92) 92  
Adjustments to Additional Paid in Capital, Other (2,025)   (2,025)          
Shares Issued, Shares, Share-based Payment Arrangement, after Forfeiture   83            
Stock Issued During Period, Value, Stock Options Exercised 2,210 $ 17 2,193          
Treasury Stock, Value, Acquired, Cost Method (26,116)             26,116
Dividends, Cash $ 21     21        
Stockholders' Equity Note Disclosure [Text Block]
The following table illustrates the changes in the balances of each component of shareholders' equity for the six months ended February 29, 2024 (in thousands):
 Common StockAdditional
Paid-in
Capital
Treasury
Stock
Retained
Earnings
Accumulated
Other
Comprehensive
Loss
Stock
Held in
Trust
Deferred
Compensation
Liability
Total
Shareholders’
Equity
 Issued
Shares
Amount
Balance at August 31, 202383,761 $16,752 $220,472 $(800,506)$1,011,112 $(121,210)$(3,484)$3,484 $326,620 
Net earnings— — — — 17,738 — — — 17,738 
Other comprehensive income, net of tax— — — — — 370 — — 370 
Stock contribution to employee benefit plans and other— 51 — — — — — 51 
Vesting of equity awards118 23 (23)— — — — — — 
Cash dividend ($0.04 per share) true-up— — — — 21 — — — 21 
Treasury stock repurchases— — — (26,116)— — — — (26,116)
Stock based compensation expense— — 2,717 — — — — — 2,717 
Stock option exercises83 17 2,193 — — — — — 2,210 
Tax effect related to net share settlement of equity awards— — (2,025)— — — — — (2,025)
Stock issued to, acquired for and distributed from rabbi trust89 — — — (92)92 90 
Balance at November 30, 202383,967 $16,793 $223,474 $(826,622)$1,028,871 $(120,840)$(3,576)$3,576 $321,676 
Net earnings— — — — 17,817 — — — 17,817 
Other comprehensive loss, net of tax— — — — — (1,207)— — (1,207)
Stock contribution to employee benefit plans and other— 35 — — — — — 35 
Vesting of equity awards105 21 (21)— — — — — — 
Stock based compensation expense— — 2,810 — — — — — 2,810 
Stock option exercises21 472 — — — — — 477 
Tax effect related to net share settlement of equity awards— — (953)— — — — — (953)
Stock issued to, acquired for and distributed from rabbi trust26 258 — — — (201)201 263 
Treasury stock repurchases— — — (3,992)— — — — (3,992)
Treasury stock retired(29,867)(5,973)— 830,614 (824,641)— — — — 
Balance at February 29, 202454,253 $10,851 $226,075 $— $222,047 $(122,047)$(3,777)$3,777 $336,926 
The following table illustrates the changes in the balances of each component of shareholders' equity for the six months ended February 28, 2023 (in thousands):
 Common StockAdditional
Paid-in
Capital
Treasury
Stock
Retained
Earnings
Accumulated
Other
Comprehensive
Loss
Stock
Held in
Trust
Deferred
Compensation
Liability
Total
Shareholders’
Equity
 Issued
Shares
Amount
Balance at August 31, 202283,397 $16,679 $212,986 $(742,844)$966,751 $(134,961)$(3,209)$3,209 $318,611 
Net earnings— — — — 7,453 — — — 7,453 
Other comprehensive income, net of tax— — — — — 6,024 — — 6,024 
Stock contribution to employee benefit plans and other41 — — — — — 42 
Vesting of equity awards84 17 (17)— — — — — — 
Stock based compensation expense— — 2,155 — — — — — 2,155 
Stock option exercises42 922 — — — — — 930 
Tax effect related to net share settlement of equity awards— — (969)— — — — — (969)
Stock issued to, acquired for and distributed from rabbi trust76 — — — (30)30 77 
Balance at November 30, 202283,529 $16,706 $215,194 $(742,844)$974,204 $(128,937)$(3,239)$3,239 $334,323 
Net earnings— — — — 4,497 — — — 4,497 
Other comprehensive income, net of tax— — — — — 1,243 — — 1,243 
Stock contribution to employee benefit plans and other— 49 — — — — — 49 
Vesting of equity awards173 34 (34)— — — — — — 
Stock based compensation expense— — 2,120 — — — — — 2,120 
Tax effect related to net share settlement of equity awards— — (1,505)— — — — — (1,505)
Stock issued to, acquired for and distributed from rabbi trust28 55 — — — (81)81 61 
Balance at February 28, 202383,732 $16,746 $215,879 $(742,844)$978,701 $(127,694)$(3,320)$3,320 $340,788 
             
Net (loss) earnings $ 35,555              
Other Comprehensive (Loss) Income, Net of Tax (837)              
Stock Issued During Period, Shares, New Issues   83,967            
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest 321,676 $ 16,793 223,474 1,028,871 (120,840) (3,576) 3,576 (826,622)
Net (loss) earnings 17,817     17,817        
Other Comprehensive (Loss) Income, Net of Tax (1,207)       (1,207)      
Stock Issued During Period, Shares, Employee Benefit Plan   1            
Stock Issued During Period, Value, Employee Benefit Plan 35   35          
Stock Issued During Period, Shares, Restricted Stock Award, Gross   105            
Stock Issued During Period, Value, Restricted Stock Award, Gross 0 $ (21) 21          
APIC, Share-based Payment Arrangement, Increase for Cost Recognition 2,810   2,810          
Stock Issued To Acquired For And Distributed From Rabbi Trust   26            
Stock Value Issued to Acquired For and Distributed From Rabbi Trust 263 $ 5 258     (201) 201  
Adjustments to Additional Paid in Capital, Other $ (953)   (953)          
Shares Issued, Shares, Share-based Payment Arrangement, after Forfeiture 21              
Stock Issued During Period, Value, Stock Options Exercised $ 477 $ 5 472          
Treasury Stock, Value, Acquired, Cost Method (3,992)             3,992
Treasury Stock, Retired, Cost Method, Amount 0     (824,641)       830,614
Treasury Stock, Retired, Par Value Method, Amount       (5,973)        
Treasury Stock, Shares, Retired   (29,867)            
Stock Issued During Period, Shares, New Issues   54,253            
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest 336,926 $ 10,851 $ 226,075 $ 222,047 $ (122,047) $ (3,777) $ 3,777 $ 0
Adoption of Accounting Standards $ 222,047              
XML 20 R9.htm IDEA: XBRL DOCUMENT v3.24.1
Basis of Presentation
6 Months Ended
Feb. 29, 2024
Accounting Policies [Abstract]  
Basis of Presentation
Note 1. Basis of Presentation
General
Enerpac Tool Group Corp. (the "Company") is a premier industrial tools, services, technology and solutions company serving a broad and diverse set of customers in more than 100 countries. The Company has one reportable segment, Industrial Tools & Services ("IT&S"), and an Other operating segment, which does not meet the criteria to be considered a reportable segment.
The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles ("GAAP") 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 GAAP for complete financial statements. The condensed consolidated balance sheet data as of August 31, 2023 was derived from the Company’s audited financial statements but does not include all disclosures required by GAAP. For additional information, including the Company’s significant accounting policies, refer to the consolidated financial statements and related footnotes in the Company’s fiscal 2023 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 six months ended February 29, 2024 are not necessarily indicative of the results that may be expected for the entire fiscal year ending August 31, 2024.
Accumulated Other Comprehensive Loss
The following is a summary of the Company's accumulated other comprehensive loss (in thousands):
February 29, 2024August 31, 2023
Foreign currency translation adjustments$105,151 $102,268 
Pension and other postretirement benefit plans17,334 18,394 
Cash flow hedges(438)548 
Accumulated other comprehensive loss$122,047 $121,210 
Property Plant and Equipment
The following is a summary of the Company's components of property, plant and equipment (in thousands):
February 29, 2024August 31, 2023
Land, buildings and improvements$14,157 $14,070 
Machinery and equipment138,684 136,566 
Gross property, plant and equipment152,841 150,636 
Less: Accumulated depreciation(115,878)(111,668)
Property, plant and equipment, net$36,963 $38,968 
Product Warranty Costs
Product Warranty Costs
The Company generally offers its customers an assurance warranty on products sold, although warranty periods may vary by product type and application. The reserve for future warranty claims, which is recorded within the "Other current liabilities" line in the Condensed Consolidated Balance Sheets, is based on historical claim rates and current warranty cost experience. The following summarizes the changes in product warranty reserves for the six months ended February 29, 2024 and the six months ended February 28, 2023, respectively (in thousands):
 Six Months Ended
 February 29, 2024February 28, 2023
Beginning balance$856 $1,140 
Provision for warranties132 389 
Warranty payments and costs incurred(318)(416)
Impact of changes in foreign currency rates(1)20 
Ending balance$669 $1,133 
XML 21 R10.htm IDEA: XBRL DOCUMENT v3.24.1
Revenue Recognition Revenue from Contract Customers (Notes)
6 Months Ended
Feb. 29, 2024
Revenue from Contract with Customer [Abstract]  
Revenue from Contract with Customer [Text Block]
Note 2. Revenue from Contracts with Customers
Nature of Goods and Services
The Company generates its revenue under two principal activities, which are discussed below:
Product Sales: Sales of tools, heavy-lifting solutions, and biomedical textiles are recorded when control is transferred to the customer (i.e., performance obligation has been satisfied). For the majority of the Company’s product sales, revenue is recognized at a point in time when control of the product is transferred to the customer, which generally occurs when the product is shipped from the Company to the customer. For certain other products that are highly customized and have a limited alternative use, and for which the Company has an enforceable right of reimbursement for performance completed to date, revenue is recognized over time. We consider the input measure (efforts-expended or cost-to-cost) or output measure as a fair measure of progress for the recognition of over-time revenue associated with these custom products. For a majority of the Company’s custom products, machine hours and labor hours (efforts-expended measurement) are used as a measure of progress.
Service & Rental Sales: Service contracts consist of providing highly trained technicians to perform bolting, technical services, machining and joint-integrity work for our customers. These revenues are recognized over time as our customers simultaneously receive and consume the benefits provided by the Company. We consider the input measure (efforts-expended or cost-to-cost) or output measure as a fair measure of progress for the recognition of over-time revenue associated with service contracts. For a majority of the Company’s service contracts, labor hours (efforts-expended measurement) is used as the measure of progress when it is determined to be a better depiction of the transfer of control to the customer due to the timing and pattern of labor hours incurred. Revenue from rental contracts (less than a year and non-customized products) is generally recognized ratably over the contract term, depicting the customer’s consumption of the benefit related to the rental equipment.
Disaggregated Revenue and Performance Obligations
The Company disaggregates revenue from contracts with customers by reportable segment and product line and by the timing of when goods and services are transferred. See Note 12, "Segment Information" for information regarding our revenue disaggregation by reportable segment and product line.
The following table presents information regarding revenues disaggregated by the timing of when goods and services are transferred (in thousands):
Three Months EndedSix Months Ended
February 29, 2024February 28, 2023February 29, 2024February 28, 2023
Revenues recognized at point in time$108,385 $113,875 $214,526 $223,778 
Revenues recognized over time30,052 28,085 65,880 57,564 
Total$138,437 $141,960 $280,406 $281,342 
Contract Balances
The Company's contract assets and liabilities are as follows (in thousands):
February 29, 2024August 31, 2023
Receivables, which are included in accounts receivable, net$97,590 $97,649 
Contract assets, which are included in other current assets4,492 3,989 
Contract liabilities, which are included in other current liabilities3,652 2,927 
Receivables: The Company performs its obligations under a contract with a customer by transferring goods or services in exchange for consideration from the customer. The Company typically invoices its customers as soon as control of an asset is transferred and a receivable for the Company is established. Accounts receivable, net is recorded at face amount of customer receivables less an allowance for doubtful accounts. The Company maintains an allowance for doubtful accounts for expected losses as a result of customers’ inability to make required payments. Management evaluates the aging of customer receivable balances, the financial condition of its customers, historical trends and the time outstanding of specific balances to estimate the amount of receivables that may be collected in the future and records the appropriate provision. The allowance for doubtful accounts was $15.7 million and $16.8 million at February 29, 2024 and August 31, 2023, respectively.
As indicated in the "Concentration of Credit Risk" section below, as of February 29, 2024 and February 28, 2023, the Company was exposed to a concentration of credit risk with an agent as a result of its continued payment delinquency. As of February 29, 2024 and February 28, 2023, the Company had a total bad debt reserve of $13.2 million related to this agent. The allowance for doubtful accounts for this particular agent as of February 29, 2024 represents management's best estimate of the amount probable of collection and considers various factors with the respect to this matter, including, but not limited to, (i) the lack of payment by the agent since the fiscal quarter ended February 28, 2021, (ii) our due diligence on balances due to the agent from its end customers related to sales of
our services and products and the known markup on those sales from agent to end customer, (iii) the status of ongoing negotiations with the agent to secure payments and (iv) legal recourse available to secure payment. Actual collections from the agent may differ from the Company's estimate.
Concentration of Credit Risk: The Company sells products and services through distributors and agents. In certain jurisdictions, those third parties represent a significant portion of our sales in their respective country, which can pose a concentration of credit risk if these larger distributors or agents are not timely in their payments. As of February 29, 2024, the Company was exposed to a concentration of credit risk as a result of the payment delinquency of one of our agents whose accounts receivable represent 11.5% of the Company's outstanding accounts receivable. As of February 29, 2024, the Company has fully reserved for the amounts due from this agent.
Contract Assets: Contract assets relate to the Company’s rights to consideration for work completed but not billed as of the reporting date on contracts with customers. The contract assets are transferred to receivables when the rights become unconditional. The Company has contract assets on contracts that are generally long-term and have revenues that are recognized over time.
Contract Liabilities: As of February 29, 2024, the Company had certain contracts where there were unsatisfied performance obligations and the Company had received cash consideration from customers before the performance obligations were satisfied. The majority of these contracts relate to long-term customer contracts (project durations of greater than three months) and are recognized over time. The Company estimates that substantially all of the $3.7 million will be recognized in net sales from satisfying those performance obligations within the next twelve months.
Timing of Performance Obligations Satisfied at a Point in Time: The Company evaluates when the customer obtains control of the product based on shipping terms, as control will transfer, depending upon such terms, at different points between the Company's manufacturing facility or warehouse and the customer’s location. The Company considers control to have transferred upon shipment or delivery because (i) the Company has a present right to payment at that time; (ii) the legal title has been transferred to the customer; (iii) the Company has transferred physical possession of the product to the customer; and (iv) the customer has significant risks and rewards of ownership of the product.
Variable Consideration: The Company estimates whether it will be subject to variable consideration under the terms of the contract and includes its estimate of variable consideration in the transaction price based on the expected value method when it is deemed probable of being realized based on historical experience and trends. Types of variable consideration may include rebates, incentives and discounts, among others, which are recorded as a reduction to net sales at the time when control of a performance obligation is transferred to the customer.
Practical Expedients & Exemptions: The Company elected to expense the incremental cost to obtaining a contract when the amortization period for such contracts would be one year or less. The Company does not disclose the value of unperformed obligations for (i) contracts with an original expected length of one year or less and    (ii) contracts for which it recognizes revenue at the amount to which it has the right to invoice for services performed.
XML 22 R11.htm IDEA: XBRL DOCUMENT v3.24.1
Restructuring Charges (Notes)
6 Months Ended
Feb. 29, 2024
Restructuring and Related Activities [Abstract]  
Restructuring and Related Activities Disclosure [Text Block]
Note 4. 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. Liabilities for severance are generally to be paid within twelve months, while future lease payments related to facilities vacated as a result of restructuring are to be paid over the underlying remaining lease terms.
On June 27, 2022, the Company approved a new restructuring plan in connection with the initiatives identified as part of the ASCEND transformation program (see Note 3, “ASCEND Transformation Program”) to drive greater efficiency and productivity in global selling, general and administrative resources. The total costs of this plan were then estimated at $6 to $10 million, constituting predominately severance and other employee-related costs to be incurred as cash expenditures impacting both IT&S and Corporate. On September 23, 2022, the Company approved an updated restructuring plan. The restructuring costs of this updated plan (which includes the amounts for the plan approved in June 2022) are estimated at $10 to $15 million. These costs are expected to be incurred over the expected duration of the transformation program, ending in the fourth quarter of fiscal year 2024. The Company recorded $0.4 million and $2.8 million in the three and six months ended February 29, 2024, respectively, and $2.9 million and $3.9 million in the three and six months ended February 28, 2023, respectively, of restructuring charges associated with the ASCEND transformation program.
The following summarizes restructuring reserve activity for the IT&S segment and Corporate for the six months ended February 29, 2024 (in thousands):
Six Months Ended February 29, 2024
IT&SCorporate
Balance as of August 31, 2023$2,238 $74 
Restructuring charges2,588 211 
Cash payments(2,227)(285)
Impact of changes in foreign currency rates(5)— 
Balance as of February 29, 2024$2,594 $— 
Six Months Ended February 28, 2023
IT&SCorporate
Balance as of August 31, 2022$2,008 $797 
Restructuring charges3,441 472 
Cash payments(2,410)(1,005)
Impact of changes in foreign currency rates62 — 
Balance as of February 28, 2023$3,101 $264 
Total restructuring charges (inclusive of the Other operating segment) were $0.4 million and $2.8 million in the three and six months ended February 29, 2024, respectively, and $3.0 million and $4.0 million in the three and six months ended February 28, 2023, respectively, being reported in "Restructuring charges."
ASCEND Transformation Program
Note 3. ASCEND Transformation Program
In March 2022, the Company announced the launch of ASCEND, a transformation program focused on driving accelerated earnings growth and efficiency across the business with the goal of delivering an estimated incremental $40 to $50 million of annual operating profit once fully implemented. In March 2023, the Company announced this estimate had been revised to an incremental $50 to $60 million of annual operating profit as a result of additional ASCEND initiatives and high success rate. As part of ASCEND, the Company is focusing on the following key initiatives: (i) accelerating organic growth go-to-market strategies, (ii) improving operational excellence and production efficiency by utilizing a lean approach and (iii) driving greater efficiency and productivity in SG&A expenses by better leveraging resources to create a more efficient and agile organization.
The Company is implementing the program and originally anticipated investing approximately $60 to $65 million and in March 2023 anticipated that this investment would increase to $70 to $75 million (as disclosed in Note 4, "Restructuring Charges," approximately $10 to $15 million of these investments will be in the form of restructuring charges) over the life of the program, which is expected to be finalized as we exit fiscal 2024. Elements of these investments could include such cash costs as capital expenditures, restructuring costs, third-party support, and incentive costs, which are not available for the senior management team. Total program expenses were approximately $2.0 million and $5.6 million in the three and six months ended February 29, 2024, respectively, and $14.2 million and $24.7 million in the three and six months ended February 28, 2023, respectively. Of the total ASCEND program expenses, $1.4 million and $2.5 million for the three and six months ended February 29, 2024, respectively and $11.2 million and $20.6 million for the three and six months ended February 28, 2023, respectively, were recorded within SG&A expenses. Further, ASCEND program expenses recorded within cost of goods sold were approximately $0.2 million and $0.4 million for the three and six months ended February 29, 2024 and $0.2 million for both the three and six months ended February 28, 2023. Additionally, for the three and six months ended February 29, 2024, respectively, $0.4 million and $2.8 million were recorded within restructuring expenses with $2.9 million and $3.9 million for the three and six months ended February 28, 2023, respectively (see Note 4, "Restructuring Charges" below). For fiscal 2024, we expect to incur $10 to $15 million of ASCEND transformation program costs; this range is inclusive of $3 to $5 million of restructuring costs.
XML 23 R12.htm IDEA: XBRL DOCUMENT v3.24.1
Restructuring and Related Activities
6 Months Ended
Feb. 29, 2024
Restructuring and Related Activities [Abstract]  
ASCEND Transformation Program
Note 3. ASCEND Transformation Program
In March 2022, the Company announced the launch of ASCEND, a transformation program focused on driving accelerated earnings growth and efficiency across the business with the goal of delivering an estimated incremental $40 to $50 million of annual operating profit once fully implemented. In March 2023, the Company announced this estimate had been revised to an incremental $50 to $60 million of annual operating profit as a result of additional ASCEND initiatives and high success rate. As part of ASCEND, the Company is focusing on the following key initiatives: (i) accelerating organic growth go-to-market strategies, (ii) improving operational excellence and production efficiency by utilizing a lean approach and (iii) driving greater efficiency and productivity in SG&A expenses by better leveraging resources to create a more efficient and agile organization.
The Company is implementing the program and originally anticipated investing approximately $60 to $65 million and in March 2023 anticipated that this investment would increase to $70 to $75 million (as disclosed in Note 4, "Restructuring Charges," approximately $10 to $15 million of these investments will be in the form of restructuring charges) over the life of the program, which is expected to be finalized as we exit fiscal 2024. Elements of these investments could include such cash costs as capital expenditures, restructuring costs, third-party support, and incentive costs, which are not available for the senior management team. Total program expenses were approximately $2.0 million and $5.6 million in the three and six months ended February 29, 2024, respectively, and $14.2 million and $24.7 million in the three and six months ended February 28, 2023, respectively. Of the total ASCEND program expenses, $1.4 million and $2.5 million for the three and six months ended February 29, 2024, respectively and $11.2 million and $20.6 million for the three and six months ended February 28, 2023, respectively, were recorded within SG&A expenses. Further, ASCEND program expenses recorded within cost of goods sold were approximately $0.2 million and $0.4 million for the three and six months ended February 29, 2024 and $0.2 million for both the three and six months ended February 28, 2023. Additionally, for the three and six months ended February 29, 2024, respectively, $0.4 million and $2.8 million were recorded within restructuring expenses with $2.9 million and $3.9 million for the three and six months ended February 28, 2023, respectively (see Note 4, "Restructuring Charges" below). For fiscal 2024, we expect to incur $10 to $15 million of ASCEND transformation program costs; this range is inclusive of $3 to $5 million of restructuring costs.
XML 24 R13.htm IDEA: XBRL DOCUMENT v3.24.1
Discontinued Operations & Other Divestiture Charges Discontinued Operations & Divestiture Activities (Notes)
Oct. 31, 2019
Discontinued Operations and Disposal Groups [Abstract]  
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block]
Note 5. Discontinued Operations and Other Divestiture Activities
On October 31, 2019, as part of our overall strategy to become a pure-play industrial tools and services company, the Company completed the sale of the businesses comprising its former Engineered Components & Systems ("EC&S") segment. This divestiture was considered part of our strategic shift to become a pure-play industrial tools and services company, and therefore, the results of operations are recorded as a component of "Loss from discontinued operations, net of income taxes" in the Condensed Consolidated Statements of Earnings for all periods presented. All discontinued operations activity included within the Condensed Consolidated Statements of Earnings and the Condensed Consolidated Statements of Cash Flows for the periods presented relate to impacts from certain retained liabilities.
The following represents the detail of "Loss from discontinued operations, net of income taxes" within the Condensed Consolidated Statements of Earnings (in thousands):
Three Months EndedSix Months Ended
February 29, 2024February 28, 2023February 29, 2024February 28, 2023
Selling, general and administrative expenses$45 $3,435 $168 $3,441 
Impairment & divestiture benefit— — — (1,329)
Operating loss(45)(3,435)(168)(2,112)
Other loss, net— — — — 
Loss before income tax expense(45)(3,435)(168)(2,112)
Income tax expense (benefit)(774)454 (494)
Loss from discontinued operations, net of income taxes$(54)$(2,661)$(622)$(1,618)
Other Divestiture Activities
On July 11, 2023, the Company completed the sale of the Cortland Industrial business, which had been included in the Other operating segment, for net cash proceeds of $20.1 million. In connection with the completion of the sale, the Company recorded a net gain of $6.0 million, inclusive of $0.1 million of purchase price from the customary finalization of working capital negotiations in the first quarter of fiscal 2024. The historical results of the Cortland Industrial business (which had net sales of $6.2 million and $13.3 million, for three and six months ended February 28, 2023) are not material to the consolidated financial results.
XML 25 R14.htm IDEA: XBRL DOCUMENT v3.24.1
Goodwill and Other Intangible Assets
6 Months Ended
Feb. 29, 2024
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 result from changes in foreign currency exchange rates, business acquisitions, divestitures and impairment charges. The changes in the carrying amount of goodwill for the six months ended February 29, 2024 are as follows (in thousands):
IT&SOtherTotal
Balance as of August 31, 2023$255,285 $11,209 $266,494 
Impact of changes in foreign currency rates(381)— (381)
Balance as of February 29, 2024$254,904 $11,209 $266,113 
The gross carrying value and accumulated amortization of the Company’s intangible assets are as follows (in thousands):
 February 29, 2024August 31, 2023
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 relationships14$108,145 $96,847 $11,298 $108,292 $95,395 $12,897 
Patents139,753 9,238 515 9,769 9,210 559 
Trademarks and tradenames142,730 2,234 496 2,734 2,197 537 
Indefinite lived intangible assets:
TradenamesN/A24,547 — 24,547 23,345 — 23,345 
$145,175 $108,319 $36,856 $144,140 $106,802 $37,338 
The Company estimates that amortization expense will be $1.6 million for the remaining six months of fiscal 2024. Amortization expense for future years is estimated to be: $2.8 million in fiscal 2025, $1.9 million in fiscal 2026, $1.8 million in fiscal 2027, $1.6 million in fiscal 2028, $1.5 million in fiscal 2029 and $1.0 million cumulatively 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.
XML 26 R15.htm IDEA: XBRL DOCUMENT v3.24.1
Product Warranty Costs
6 Months Ended
Feb. 29, 2024
Guarantees [Abstract]  
Product Warranty Costs
Product Warranty Costs
The Company generally offers its customers an assurance warranty on products sold, although warranty periods may vary by product type and application. The reserve for future warranty claims, which is recorded within the "Other current liabilities" line in the Condensed Consolidated Balance Sheets, is based on historical claim rates and current warranty cost experience. The following summarizes the changes in product warranty reserves for the six months ended February 29, 2024 and the six months ended February 28, 2023, respectively (in thousands):
 Six Months Ended
 February 29, 2024February 28, 2023
Beginning balance$856 $1,140 
Provision for warranties132 389 
Warranty payments and costs incurred(318)(416)
Impact of changes in foreign currency rates(1)20 
Ending balance$669 $1,133 
XML 27 R16.htm IDEA: XBRL DOCUMENT v3.24.1
Debt
6 Months Ended
Feb. 29, 2024
Debt Disclosure [Abstract]  
Debt
Note 7. Debt
The following is a summary of the Company’s long-term indebtedness (in thousands):
February 29, 2024August 31, 2023
Senior Credit Facility
Revolver48,000 16,000 
Term Loan197,500 198,750 
Total Senior Indebtedness245,500 214,750 
Less: Current maturities of long-term debt(5,000)(3,750)
Debt issuance costs(580)(663)
Total long-term debt, less current maturities$239,920 $210,337 

Senior Credit Facility
On September 9, 2022, the Company refinanced its previous senior credit facility with a new $600 million senior credit facility, comprised of a $400 million revolving line of credit and a $200 million term loan, which will mature in September 2027. The Company has the option to request up to $300 million of additional revolving commitments and/or term loans under the new facility, subject to customary conditions, including the commitment of the participating lenders. This facility replaces LIBOR with adjusted term SOFR as the interest rate benchmark and provides for interest rate margins above adjusted term SOFR ranging from 1.125% to 1.875% per annum depending on the Company’s net leverage ratio. In addition, a non-use fee is payable quarterly on the average unused amount of the revolving line of credit ranging from 0.15% to 0.3% per annum, based on the Company's net leverage. Borrowings under the new facility initially bear interest at adjusted term SOFR plus 1.125% per annum.
The facility contains financial covenants requiring the Company to not permit (i) the net leverage ratio, determined as of the end of each of its fiscal quarters, to exceed 3.75 to 1.00 (or, at the Company’s election and subject to certain conditions, 4.25 to 1.00 for the covenants period during which certain material acquisitions occur and the next succeeding four testing periods) or (ii) the interest coverage ratio, determined as of the end of each of its fiscal quarters, to be less than 3.00 to 1.00. Borrowings under the facility are secured by substantially all personal property assets of the Company and its domestic subsidiary guarantors (other than certain specified excluded assets) and certain of the equity interests of certain subsidiaries of the Company. The Company was in compliance with all covenants under the credit facility at February 29, 2024.
At February 29, 2024, there were $197.5 million in borrowings outstanding under the term loans, $48.0 million in borrowings outstanding under the revolving line of credit and $350.8 million available for borrowing under the revolving line of credit facility after reduction for $1.2 million of outstanding letters of credit issued under the facility.
XML 28 R17.htm IDEA: XBRL DOCUMENT v3.24.1
Fair Value Measurement
6 Months Ended
Feb. 29, 2024
Fair Value Disclosures [Abstract]  
Fair Value Measurement
Note 8. Fair Value Measurements
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 unadjusted 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 participants 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 February 29, 2024 and August 31, 2023 due to their short-term nature and/or the fact that the interest rates approximated market rates. Foreign currency exchange contracts and interest rate swaps are recorded at fair value. The fair value of the Company's foreign currency exchange contracts was a net liability of $0.1 million and less than $0.1 million at February 29, 2024 and August 31, 2023, respectively. The fair value of the Company's interest rate swap (see Note 9, “Derivatives”, for further information on the Company's interest rate swap) was an asset of $0.6 million and $0.7 million at February 29, 2024 and August 31, 2023, respectively. The fair value of the Company's net investment hedge (see Note 9, “Derivatives” for further information on the Company's net investment hedge) was a liability of $0.9 million and $1.2 million at February 29, 2024 and August 31, 2023, respectively. The fair value of all derivative contracts were based on quoted inactive market prices and therefore classified as Level 2 within the valuation hierarchy.
XML 29 R18.htm IDEA: XBRL DOCUMENT v3.24.1
Derivatives
6 Months Ended
Feb. 29, 2024
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
Derivatives and Fair Value [Text Block]
Note 9. Derivatives
All derivatives are recognized in the balance sheet at their estimated fair value. The Company does not enter into derivatives for speculative purposes. Changes in the fair value of derivatives (not designated as hedges) are recorded in earnings along with the gain or loss on the hedged asset or liability.
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 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 expense, net" in the Condensed Consolidated Statements of Earnings). The U.S. dollar equivalent notional value of these short duration foreign currency exchange contracts was $19.3 million and $13.8 million at February 29, 2024 and August 31, 2023, respectively. The fair value of outstanding foreign currency exchange contracts was a net liability of $0.1 million and less than $0.1 million at February 29, 2024 and August 31, 2023, respectively. Net foreign currency loss (gain) (included in "Other expense" in the Condensed Consolidated Statements of Earnings) related to these derivative instruments are as follows (in thousands):
 Three Months EndedSix Months Ended
 February 29, 2024February 28, 2023February 29, 2024February 28, 2023
Foreign currency loss (gain), net$106 $(16)$398 $620 
During December 2022, the Company entered into an interest rate swap for the notional amount of $60.0 million at a fixed interest rate of 4.022% to hedge the floating interest rate of the Company's term loan with a maturity date of November 30, 2025. The interest rate swap was designated and qualified as a cash flow hedge. The Company uses the interest rate swap for the management of interest rate risk exposure, as an interest rate swap effectively converts a portion of the Company's debt from a floating rate to a fixed rate.
The Company records the fair value of the interest rate swap as an asset or liability on its balance sheet. The change in the fair value of the interest rate swap, a net gain of less than $0.1 million and a net loss of $0.1 million for the three and six months ended February 29, 2024, respectively, and a net gain of $0.5 million for both the three and six months ended February 28, 2023, is recorded in other comprehensive (loss) income.
The Company also uses interest-rate derivatives to hedge portions of our net investments in non-U.S. subsidiaries (net investment hedge) against the effect of exchange rate fluctuations on the translation of foreign currency balances to the U.S. dollar. For derivatives that are designated and qualify as a net investment hedge in a foreign operation, the net gains or losses attributable to the hedge changes are recorded in other comprehensive (loss) income where they offset gains and losses recorded on our net investments where the entity has non-U.S. dollar functional currency. As of February 29, 2024, the notional amount of cross-currency swaps designated as net investment hedges was $30.5 million. The change in the fair value of the net investment hedge, a net gain of $0.2 million for both the three and six months ended February 29, 2024, and a net loss of $0.3 million for both the three and six months ended February 28, 2023, is recorded in other comprehensive (loss) income.
XML 30 R19.htm IDEA: XBRL DOCUMENT v3.24.1
Capital Stock and Share Repurchase
6 Months Ended
Feb. 29, 2024
Earnings Per Share [Abstract]  
Capital Stock and Share Repurchase
Note 10. Earnings per Share and Shareholders' Equity
The Company's Board of Directors has 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 29,866,946 shares of common stock for $830.6 million. The Company suspended the initial share repurchase program in response to the COVID-19 pandemic in the third quarter of fiscal 2020. In March 2022, the Company's Board of Directors rescinded its prior share repurchase authorization and approved a new share repurchase program authorizing the repurchase of a total of 10,000,000 shares of the Company's outstanding common stock. The Company repurchased 1,094,231 shares for $30.1 million in the six months ended February 29, 2024 and did not repurchase shares in the six months ended February 28, 2023. As of February 29, 2024, the maximum number of shares that may yet be purchased under the program is 2,932,284 shares.
In December 2023, the Company's Board of Directors authorized the retirement of the Company's repurchased shares, and the Company retired 29,841,209 treasury shares, which included 113,587 shares purchased by the Company in December 2023. Shares repurchased after December 18, 2023 were retired upon repurchase. The Company repurchased and retired an additional 25,737 shares in the quarter, for a total share repurchase of 139,324 shares during the three months ended February 29, 2024. The share retirement resulted in reductions of $6.0 million in Class A Common Stock and $824.6 million in Retained Earnings reflected in the Condensed Consolidated Balance Sheets at February 29, 2024.
The reconciliation between basic and diluted earnings per share is as follows (in thousands, except per share amounts):
 Three Months EndedSix Months Ended
 February 29, 2024February 28, 2023February 29, 2024February 28, 2023
Numerator:
Net earnings from continuing operations$17,871 $7,158 $36,177 $13,568 
Loss from discontinued operations, net of income taxes(54)(2,661)(622)(1,618)
Net earnings$17,817 $4,497 $35,555 $11,950 
Denominator:
Weighted average common shares outstanding - basic54,213 57,042 54,370 56,964 
Net effect of dilutive securities - stock based compensation plans472 458 476 445 
Weighted average common shares outstanding - diluted54,685 57,500 54,846 57,409 
Earnings per share from continuing operations:
Basic$0.33 $0.13 $0.67 $0.24 
Diluted$0.33 $0.12 $0.66 $0.24 
Loss per share from discontinued operations:
Basic$(0.00)$(0.05)$(0.01)$(0.03)
Diluted$(0.00)$(0.05)$(0.01)$(0.03)
Earnings per share:*
Basic$0.33 $0.08 $0.65 $0.21 
Diluted$0.33 $0.08 $0.65 $0.21 
Anti-dilutive securities from stock based compensation plans (excluded from earnings per share calculation)71 1,986 191 1,402 
*The total of Earnings per share from continuing operations and Loss per share from discontinued operations may not equal Earnings per share due to rounding.
The following table illustrates the changes in the balances of each component of shareholders' equity for the six months ended February 29, 2024 (in thousands):
 Common StockAdditional
Paid-in
Capital
Treasury
Stock
Retained
Earnings
Accumulated
Other
Comprehensive
Loss
Stock
Held in
Trust
Deferred
Compensation
Liability
Total
Shareholders’
Equity
 Issued
Shares
Amount
Balance at August 31, 202383,761 $16,752 $220,472 $(800,506)$1,011,112 $(121,210)$(3,484)$3,484 $326,620 
Net earnings— — — — 17,738 — — — 17,738 
Other comprehensive income, net of tax— — — — — 370 — — 370 
Stock contribution to employee benefit plans and other— 51 — — — — — 51 
Vesting of equity awards118 23 (23)— — — — — — 
Cash dividend ($0.04 per share) true-up— — — — 21 — — — 21 
Treasury stock repurchases— — — (26,116)— — — — (26,116)
Stock based compensation expense— — 2,717 — — — — — 2,717 
Stock option exercises83 17 2,193 — — — — — 2,210 
Tax effect related to net share settlement of equity awards— — (2,025)— — — — — (2,025)
Stock issued to, acquired for and distributed from rabbi trust89 — — — (92)92 90 
Balance at November 30, 202383,967 $16,793 $223,474 $(826,622)$1,028,871 $(120,840)$(3,576)$3,576 $321,676 
Net earnings— — — — 17,817 — — — 17,817 
Other comprehensive loss, net of tax— — — — — (1,207)— — (1,207)
Stock contribution to employee benefit plans and other— 35 — — — — — 35 
Vesting of equity awards105 21 (21)— — — — — — 
Stock based compensation expense— — 2,810 — — — — — 2,810 
Stock option exercises21 472 — — — — — 477 
Tax effect related to net share settlement of equity awards— — (953)— — — — — (953)
Stock issued to, acquired for and distributed from rabbi trust26 258 — — — (201)201 263 
Treasury stock repurchases— — — (3,992)— — — — (3,992)
Treasury stock retired(29,867)(5,973)— 830,614 (824,641)— — — — 
Balance at February 29, 202454,253 $10,851 $226,075 $— $222,047 $(122,047)$(3,777)$3,777 $336,926 
The following table illustrates the changes in the balances of each component of shareholders' equity for the six months ended February 28, 2023 (in thousands):
 Common StockAdditional
Paid-in
Capital
Treasury
Stock
Retained
Earnings
Accumulated
Other
Comprehensive
Loss
Stock
Held in
Trust
Deferred
Compensation
Liability
Total
Shareholders’
Equity
 Issued
Shares
Amount
Balance at August 31, 202283,397 $16,679 $212,986 $(742,844)$966,751 $(134,961)$(3,209)$3,209 $318,611 
Net earnings— — — — 7,453 — — — 7,453 
Other comprehensive income, net of tax— — — — — 6,024 — — 6,024 
Stock contribution to employee benefit plans and other41 — — — — — 42 
Vesting of equity awards84 17 (17)— — — — — — 
Stock based compensation expense— — 2,155 — — — — — 2,155 
Stock option exercises42 922 — — — — — 930 
Tax effect related to net share settlement of equity awards— — (969)— — — — — (969)
Stock issued to, acquired for and distributed from rabbi trust76 — — — (30)30 77 
Balance at November 30, 202283,529 $16,706 $215,194 $(742,844)$974,204 $(128,937)$(3,239)$3,239 $334,323 
Net earnings— — — — 4,497 — — — 4,497 
Other comprehensive income, net of tax— — — — — 1,243 — — 1,243 
Stock contribution to employee benefit plans and other— 49 — — — — — 49 
Vesting of equity awards173 34 (34)— — — — — — 
Stock based compensation expense— — 2,120 — — — — — 2,120 
Tax effect related to net share settlement of equity awards— — (1,505)— — — — — (1,505)
Stock issued to, acquired for and distributed from rabbi trust28 55 — — — (81)81 61 
Balance at February 28, 202383,732 $16,746 $215,879 $(742,844)$978,701 $(127,694)$(3,320)$3,320 $340,788 
XML 31 R20.htm IDEA: XBRL DOCUMENT v3.24.1
Income Taxes
6 Months Ended
Feb. 29, 2024
Income Tax Disclosure [Abstract]  
Income Taxes
Note 11. Income Taxes
The Company's global operations, acquisition activity (as applicable) and specific tax attributes provide opportunities for continuous global tax planning initiatives to maximize tax credits and deductions. Comparative earnings before income taxes, income tax expense and effective income tax rates from continuing operations are as follows (dollars in thousands):
 Three Months EndedSix Months Ended
 February 29, 2024February 28, 2023February 29, 2024February 28, 2023
Earnings from continuing operations before income tax expense$25,267 $10,146 $49,241 $18,938 
Income tax expense7,396 2,988 13,064 5,370 
Effective income tax rate29.3 %29.5 %26.5 %28.4 %
The Company’s earnings from continuing operations before income taxes include earnings from both U.S. and foreign jurisdictions. As several foreign tax rates are higher than the U.S. tax rate of 21%, the annual effective tax rate is impacted by foreign rate differentials, withholding taxes, losses in jurisdictions where no benefit can be realized, and various aspects of the U.S. Tax Cuts and Jobs Act, such as the Global Intangible Low-Taxed Income and Foreign-Derived Intangible Income provisions.
The effective tax rate for the three months ended February 29, 2024 was 29.3%, compared to 29.5% for the comparable prior-year period. The effective tax rate in each time period was impacted by year-to-date losses and deductions in jurisdictions where no tax benefit can be realized. The effective tax rate for the three months ended February 29, 2024 was comparable to the prior period and generally higher than the effective tax rate for the six months ended February 29, 2024 due to the unfavorable impact of stock compensation that is concentrated in the second quarter. Both the current and prior-year effective income tax rates include the impact of non-recurring items.
XML 32 R21.htm IDEA: XBRL DOCUMENT v3.24.1
Segment Information
6 Months Ended
Feb. 29, 2024
Segment Reporting [Abstract]  
Segment Information
Note 12. Segment Information
The Company is a global manufacturer of a broad range of industrial products and solutions. The IT&S reportable segment is primarily engaged in the design, manufacture and distribution of branded hydraulic and mechanical tools and in providing services and tool rental to the infrastructure; industrial maintenance; repair and operations; oil & gas; mining; alternative and renewable energy; civil construction and other markets. The Other segment is included for purposes of reconciliation of the respective balances below to the condensed consolidated financial statements.
The following tables summarize financial information by reportable segment and product line (in thousands):    
 Three Months EndedSix Months Ended
 February 29, 2024February 28, 2023February 29, 2024February 28, 2023
Net Sales by Reportable Segment & Product Line
IT&S Segment
Product$107,942 $104,195 $212,862 $203,113 
Service & Rental26,880 26,709 58,994 55,088 
134,822 130,904 271,856 258,201 
Other Segment3,615 11,056 8,550 23,141 
$138,437 $141,960 $280,406 $281,342 
Operating Profit (Loss)
IT&S Segment$37,415 $30,437 $72,980 $57,077 
Other Segment(79)1,156 1,892 2,580 
General Corporate(7,815)(17,621)(16,688)(33,376)
$29,521 $13,972 $58,184 $26,281 
February 29, 2024August 31, 2023
Assets
IT&S Segment$627,455 $632,113 
Other Segment27,690 28,127 
General Corporate114,141 102,357 
$769,286 $762,597 

In addition to the impact of changes in foreign currency exchange rates, the comparability of segment and product line information is impacted by acquisition/divestiture activities, impairment and divestiture charges, restructuring costs and related benefits. Corporate assets, which are not allocated, principally represent cash and cash equivalents, property, plant and equipment, Right of Use ("ROU") assets, capitalized debt issuance costs and deferred income taxes.
XML 33 R22.htm IDEA: XBRL DOCUMENT v3.24.1
Contingencies and Litigation
6 Months Ended
Feb. 29, 2024
Commitments and Contingencies Disclosure [Abstract]  
Contingencies and Litigation
Note 13. Commitments and Contingencies
The Company had outstanding letters of credit of $7.2 million and $8.6 million at February 29, 2024 and August 31, 2023, respectively, the majority of which relate to commercial contracts and self-insured workers' compensation programs.
As part of the Company's global sourcing strategy, we have entered into agreements with certain suppliers that require the supplier to maintain minimum levels of inventory to support certain products for which we require a short lead time to fulfill customer orders. We have the ability to notify the supplier that they no longer need maintain the minimum level of inventory should we discontinue manufacturing of a product during the contract period; however, we must purchase the remaining minimum inventory levels the supplier was required to maintain within a defined period of time.
The Company is a party to various legal proceedings that have arisen in the normal course of business. These legal proceedings include regulatory matters, product liability, breaches of contract, employment, personal injury 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 a loss has been incurred and can be reasonably estimated. The Company maintains a policy to exclude from such reserves an estimate of legal defense costs. In the opinion of management, resolution of these contingencies is not expected to have a material adverse effect on the Company’s financial position, results of operations or cash flows.
Additionally, in fiscal 2019, the Company provided voluntary self-disclosures to both Dutch and U.S. authorities related to sales of products and services linked to the Crimea region of Ukraine, which sales potentially violated European Union and U.S. sanctions provisions. Although the U.S. investigation closed without further implication, the Dutch investigation continued. The Dutch Investigator concluded his investigation in March 2022 and provided the results to the Public Prosecutor's office for review. Specifically, the Investigator concluded that the sales transactions violated EU sanctions. The conclusion in the Investigator's report was consistent with the Company's understanding of what could be stated in the report and supported the Company to record an expense in the fiscal year-ended August 31, 2021, representing the low end of a reasonable range of financial penalties the Company may incur as no other point within the range was deemed more probable. The Company has not adjusted its estimate of financial penalties as a result of the completion of the investigation in the six months ended February 29, 2024. While there can be no assurance of the ultimate outcome of the matter, the Company currently believes that there will be no material adverse effect on the Company's financial position, results of operations or cash flows from this matter.
XML 34 R23.htm IDEA: XBRL DOCUMENT v3.24.1
Leases Leases
6 Months Ended
Feb. 29, 2024
Leases [Abstract]  
Lessee, Operating Leases [Text Block]
Note 14. Leases
The Company has operating leases for real estate, vehicles, manufacturing equipment, IT equipment and office equipment (the Company does not have any significant financing leases). Our leases typically range in term from 3 to 15 years and may contain renewal options for periods up to 5 years at our discretion. Operating leases are recorded as operating lease ROU assets in “Other long-term assets” and operating lease liabilities in “Other current liabilities” and “Other long-term liabilities” of the Condensed Consolidated Balance Sheets. There have been no material changes to our operating lease ROU assets and operating lease liabilities during the six months ended February 29, 2024.
The components of lease expense were as follows (in thousands):
Three Months EndedSix Months Ended
February 29, 2024February 28, 2023February 29, 2024February 28, 2023
Lease Cost:
Operating lease cost$3,209 $3,346 $6,185 $6,619 
Short-term lease cost524 590 1,109 1,084 
Variable lease cost731 1,108 1,650 2,222 

Supplemental cash flow and other information related to leases were as follows (in thousands):
Six Months Ended
February 29, 2024February 28, 2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases$6,081 $6,547 
Right-of-use assets obtained in exchange for new lease liabilities:
Operating leases2,197 805 
XML 35 R24.htm IDEA: XBRL DOCUMENT v3.24.1
Pay vs Performance Disclosure - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Feb. 29, 2024
Nov. 30, 2023
Feb. 28, 2023
Nov. 30, 2022
Feb. 29, 2024
Feb. 28, 2023
Pay vs Performance Disclosure            
Net (loss) earnings $ 17,817 $ 17,738 $ 4,497 $ 7,453 $ 35,555 $ 11,950
XML 36 R25.htm IDEA: XBRL DOCUMENT v3.24.1
Insider Trading Arrangements
3 Months Ended
Feb. 29, 2024
Trading Arrangements, by Individual  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Terminated false
XML 37 R26.htm IDEA: XBRL DOCUMENT v3.24.1
Basis of Presentation Property, Plant and Equipment
6 Months Ended
Feb. 29, 2024
Property, Plant and Equipment [Line Items]  
Property, Plant and Equipment [Table Text Block]
Property Plant and Equipment
The following is a summary of the Company's components of property, plant and equipment (in thousands):
February 29, 2024August 31, 2023
Land, buildings and improvements$14,157 $14,070 
Machinery and equipment138,684 136,566 
Gross property, plant and equipment152,841 150,636 
Less: Accumulated depreciation(115,878)(111,668)
Property, plant and equipment, net$36,963 $38,968 
XML 38 R27.htm IDEA: XBRL DOCUMENT v3.24.1
Basis of Presentation Basis of Presentation (Policies)
6 Months Ended
Feb. 29, 2024
Accounting Policies [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):
February 29, 2024August 31, 2023
Foreign currency translation adjustments$105,151 $102,268 
Pension and other postretirement benefit plans17,334 18,394 
Cash flow hedges(438)548 
Accumulated other comprehensive loss$122,047 $121,210 
Property, Plant and Equipment [Table Text Block]
Property Plant and Equipment
The following is a summary of the Company's components of property, plant and equipment (in thousands):
February 29, 2024August 31, 2023
Land, buildings and improvements$14,157 $14,070 
Machinery and equipment138,684 136,566 
Gross property, plant and equipment152,841 150,636 
Less: Accumulated depreciation(115,878)(111,668)
Property, plant and equipment, net$36,963 $38,968 
XML 39 R28.htm IDEA: XBRL DOCUMENT v3.24.1
Revenue Recognition Disaggregation of Revenues (Tables)
6 Months Ended
Feb. 29, 2024
Revenue from Contract with Customer [Abstract]  
Disaggregation of Revenue [Table Text Block]
The following table presents information regarding revenues disaggregated by the timing of when goods and services are transferred (in thousands):
Three Months EndedSix Months Ended
February 29, 2024February 28, 2023February 29, 2024February 28, 2023
Revenues recognized at point in time$108,385 $113,875 $214,526 $223,778 
Revenues recognized over time30,052 28,085 65,880 57,564 
Total$138,437 $141,960 $280,406 $281,342 
XML 40 R29.htm IDEA: XBRL DOCUMENT v3.24.1
Revenue Recognition Contract with Customer, Assets and Liabilities (Tables)
6 Months Ended
Feb. 29, 2024
Revenue from Contract with Customer [Abstract]  
Contract with Customer, Contract Asset, Contract Liability, and Receivable [Table Text Block]
Contract Balances
The Company's contract assets and liabilities are as follows (in thousands):
February 29, 2024August 31, 2023
Receivables, which are included in accounts receivable, net$97,590 $97,649 
Contract assets, which are included in other current assets4,492 3,989 
Contract liabilities, which are included in other current liabilities3,652 2,927 
XML 41 R30.htm IDEA: XBRL DOCUMENT v3.24.1
Restructuring Charges (Tables)
6 Months Ended
Feb. 29, 2024
Restructuring and Related Activities [Abstract]  
Restructuring and Related Costs [Table Text Block]
The following summarizes restructuring reserve activity for the IT&S segment and Corporate for the six months ended February 29, 2024 (in thousands):
Six Months Ended February 29, 2024
IT&SCorporate
Balance as of August 31, 2023$2,238 $74 
Restructuring charges2,588 211 
Cash payments(2,227)(285)
Impact of changes in foreign currency rates(5)— 
Balance as of February 29, 2024$2,594 $— 
Six Months Ended February 28, 2023
IT&SCorporate
Balance as of August 31, 2022$2,008 $797 
Restructuring charges3,441 472 
Cash payments(2,410)(1,005)
Impact of changes in foreign currency rates62 — 
Balance as of February 28, 2023$3,101 $264 
XML 42 R31.htm IDEA: XBRL DOCUMENT v3.24.1
Discontinued Operations & Other Divestiture Charges Discontinued Operations Balance Sheet and Statement of Operations (Tables) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Feb. 29, 2024
Feb. 28, 2023
Feb. 29, 2024
Feb. 28, 2023
Discontinued Operations and Disposal Groups [Abstract]        
Net (Loss) Earnings from Discontinued Operations $ 54 $ 2,661 $ 622 $ 1,618
XML 43 R32.htm IDEA: XBRL DOCUMENT v3.24.1
Discontinued Operations & Other Divestiture Charges Statement of Operations (Tables)
6 Months Ended
Feb. 29, 2024
Discontinued Operations and Disposal Groups [Abstract]  
Disposal Groups, Including Discontinued Operations [Table Text Block]
The following represents the detail of "Loss from discontinued operations, net of income taxes" within the Condensed Consolidated Statements of Earnings (in thousands):
Three Months EndedSix Months Ended
February 29, 2024February 28, 2023February 29, 2024February 28, 2023
Selling, general and administrative expenses$45 $3,435 $168 $3,441 
Impairment & divestiture benefit— — — (1,329)
Operating loss(45)(3,435)(168)(2,112)
Other loss, net— — — — 
Loss before income tax expense(45)(3,435)(168)(2,112)
Income tax expense (benefit)(774)454 (494)
Loss from discontinued operations, net of income taxes$(54)$(2,661)$(622)$(1,618)
XML 44 R33.htm IDEA: XBRL DOCUMENT v3.24.1
Goodwill and Other Intangible Assets (Tables)
6 Months Ended
Feb. 29, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of Goodwill The changes in the carrying amount of goodwill for the six months ended February 29, 2024 are as follows (in thousands):
IT&SOtherTotal
Balance as of August 31, 2023$255,285 $11,209 $266,494 
Impact of changes in foreign currency rates(381)— (381)
Balance as of February 29, 2024$254,904 $11,209 $266,113 
Schedule Of Finite Lived And Indefinite Lived Intangible Assets Table
The gross carrying value and accumulated amortization of the Company’s intangible assets are as follows (in thousands):
 February 29, 2024August 31, 2023
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 relationships14$108,145 $96,847 $11,298 $108,292 $95,395 $12,897 
Patents139,753 9,238 515 9,769 9,210 559 
Trademarks and tradenames142,730 2,234 496 2,734 2,197 537 
Indefinite lived intangible assets:
TradenamesN/A24,547 — 24,547 23,345 — 23,345 
$145,175 $108,319 $36,856 $144,140 $106,802 $37,338 
XML 45 R34.htm IDEA: XBRL DOCUMENT v3.24.1
Product Warranty Costs (Tables)
6 Months Ended
Feb. 29, 2024
Guarantees [Abstract]  
Schedule of Product Warranty Liability The following summarizes the changes in product warranty reserves for the six months ended February 29, 2024 and the six months ended February 28, 2023, respectively (in thousands):
 Six Months Ended
 February 29, 2024February 28, 2023
Beginning balance$856 $1,140 
Provision for warranties132 389 
Warranty payments and costs incurred(318)(416)
Impact of changes in foreign currency rates(1)20 
Ending balance$669 $1,133 
XML 46 R35.htm IDEA: XBRL DOCUMENT v3.24.1
Debt (Tables)
6 Months Ended
Feb. 29, 2024
Debt Disclosure [Abstract]  
Long-Term Indebtedness
The following is a summary of the Company’s long-term indebtedness (in thousands):
February 29, 2024August 31, 2023
Senior Credit Facility
Revolver48,000 16,000 
Term Loan197,500 198,750 
Total Senior Indebtedness245,500 214,750 
Less: Current maturities of long-term debt(5,000)(3,750)
Debt issuance costs(580)(663)
Total long-term debt, less current maturities$239,920 $210,337 
XML 47 R36.htm IDEA: XBRL DOCUMENT v3.24.1
Derivatives Derivatives (Tables)
6 Months Ended
Feb. 29, 2024
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
Derivative Instruments, Gain (Loss) [Table Text Block] Net foreign currency loss (gain) (included in "Other expense" in the Condensed Consolidated Statements of Earnings) related to these derivative instruments are as follows (in thousands):
 Three Months EndedSix Months Ended
 February 29, 2024February 28, 2023February 29, 2024February 28, 2023
Foreign currency loss (gain), net$106 $(16)$398 $620 
XML 48 R37.htm IDEA: XBRL DOCUMENT v3.24.1
Earnings Per Share (Tables)
6 Months Ended
Feb. 29, 2024
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 EndedSix Months Ended
 February 29, 2024February 28, 2023February 29, 2024February 28, 2023
Numerator:
Net earnings from continuing operations$17,871 $7,158 $36,177 $13,568 
Loss from discontinued operations, net of income taxes(54)(2,661)(622)(1,618)
Net earnings$17,817 $4,497 $35,555 $11,950 
Denominator:
Weighted average common shares outstanding - basic54,213 57,042 54,370 56,964 
Net effect of dilutive securities - stock based compensation plans472 458 476 445 
Weighted average common shares outstanding - diluted54,685 57,500 54,846 57,409 
Earnings per share from continuing operations:
Basic$0.33 $0.13 $0.67 $0.24 
Diluted$0.33 $0.12 $0.66 $0.24 
Loss per share from discontinued operations:
Basic$(0.00)$(0.05)$(0.01)$(0.03)
Diluted$(0.00)$(0.05)$(0.01)$(0.03)
Earnings per share:*
Basic$0.33 $0.08 $0.65 $0.21 
Diluted$0.33 $0.08 $0.65 $0.21 
Anti-dilutive securities from stock based compensation plans (excluded from earnings per share calculation)71 1,986 191 1,402 
*The total of Earnings per share from continuing operations and Loss per share from discontinued operations may not equal Earnings per share due to rounding.
XML 49 R38.htm IDEA: XBRL DOCUMENT v3.24.1
Income Taxes Income Taxes (Tables)
6 Months Ended
Feb. 29, 2024
Income Tax Disclosure [Abstract]  
Income Tax Effective Tax Rate [Table Text Block] Comparative earnings before income taxes, income tax expense and effective income tax rates from continuing operations are as follows (dollars in thousands):
 Three Months EndedSix Months Ended
 February 29, 2024February 28, 2023February 29, 2024February 28, 2023
Earnings from continuing operations before income tax expense$25,267 $10,146 $49,241 $18,938 
Income tax expense7,396 2,988 13,064 5,370 
Effective income tax rate29.3 %29.5 %26.5 %28.4 %
XML 50 R39.htm IDEA: XBRL DOCUMENT v3.24.1
Segment Information (Tables)
6 Months Ended
Feb. 29, 2024
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 EndedSix Months Ended
 February 29, 2024February 28, 2023February 29, 2024February 28, 2023
Net Sales by Reportable Segment & Product Line
IT&S Segment
Product$107,942 $104,195 $212,862 $203,113 
Service & Rental26,880 26,709 58,994 55,088 
134,822 130,904 271,856 258,201 
Other Segment3,615 11,056 8,550 23,141 
$138,437 $141,960 $280,406 $281,342 
Operating Profit (Loss)
IT&S Segment$37,415 $30,437 $72,980 $57,077 
Other Segment(79)1,156 1,892 2,580 
General Corporate(7,815)(17,621)(16,688)(33,376)
$29,521 $13,972 $58,184 $26,281 
February 29, 2024August 31, 2023
Assets
IT&S Segment$627,455 $632,113 
Other Segment27,690 28,127 
General Corporate114,141 102,357 
$769,286 $762,597 
XML 51 R40.htm IDEA: XBRL DOCUMENT v3.24.1
Leases Components of Lease Expense (Tables)
6 Months Ended
Feb. 29, 2024
Components of Lease Expense [Abstract]  
Lease, Cost [Table Text Block]
The components of lease expense were as follows (in thousands):
Three Months EndedSix Months Ended
February 29, 2024February 28, 2023February 29, 2024February 28, 2023
Lease Cost:
Operating lease cost$3,209 $3,346 $6,185 $6,619 
Short-term lease cost524 590 1,109 1,084 
Variable lease cost731 1,108 1,650 2,222 
XML 52 R41.htm IDEA: XBRL DOCUMENT v3.24.1
Leases Supplemental Cash Flow Information Related to Leases (Tables)
6 Months Ended
Feb. 29, 2024
Supplemental Cash Flow Information Related to Leases [Abstract]  
Supplemental Cash Flow Information Related to Leases [Table Text Block] Supplemental cash flow and other information related to leases were as follows (in thousands):
Six Months Ended
February 29, 2024February 28, 2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases$6,081 $6,547 
Right-of-use assets obtained in exchange for new lease liabilities:
Operating leases2,197 805 
XML 53 R42.htm IDEA: XBRL DOCUMENT v3.24.1
Basis of Presentation Schedule of Property, Plant and Equipment (Details) - USD ($)
$ in Thousands
Feb. 29, 2024
Aug. 31, 2023
Property, Plant and Equipment [Line Items]    
Land, buildings and improvements $ 14,157 $ 14,070
Machinery and equipment 138,684 136,566
Gross Property, Plant and Equipment 152,841 150,636
Less: Accumulated Depreciation (115,878) (111,668)
Property, Plant and Equipment, Net $ 36,963 $ 38,968
XML 54 R43.htm IDEA: XBRL DOCUMENT v3.24.1
Basis of Presentation Basis of Presentation (Details) - USD ($)
$ in Thousands
6 Months Ended
Feb. 29, 2024
Feb. 28, 2023
Nov. 30, 2023
Aug. 31, 2023
Nov. 30, 2022
Aug. 31, 2022
Condensed Statement of Income Captions [Line Items]            
Accumulated Other Comprehensive (Income) Loss, Defined Benefit Plan, after Tax $ 17,334     $ 18,394    
AOCI, Cash Flow Hedge, Cumulative Gain (Loss), after Tax (438)     548    
Total shareholders’ equity (336,926) $ (340,788) $ (321,676) (326,620) $ (334,323) $ (318,611)
Accumulated Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Net of Tax 105,151     102,268    
Standard and Extended Product Warranty Accrual 669 1,133   856   1,140
Standard and Extended Product Warranty Accrual, Increase for Warranties Issued 132 389        
Warranty Payments and costs incurred (318) (416)        
Impact of changes in foreign currency rates (1) 20        
AOCI Attributable to Parent [Member]            
Condensed Statement of Income Captions [Line Items]            
Total shareholders’ equity $ 122,047 $ 127,694 $ 120,840 $ 121,210 $ 128,937 $ 134,961
XML 55 R44.htm IDEA: XBRL DOCUMENT v3.24.1
Revenue Recognition Disaggregation of Revenue (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Feb. 29, 2024
Feb. 28, 2023
Feb. 29, 2024
Feb. 28, 2023
Disaggregation of Revenue [Line Items]        
Revenues $ 138,437 $ 141,960 $ 280,406 $ 281,342
Accounts Receivable, Allowance for Credit Loss, Period Increase (Decrease)     13,200  
Revenue Recognized at a Point in Time [Member]        
Disaggregation of Revenue [Line Items]        
Revenues 108,385 113,875 214,526 223,778
Transferred over Time [Member]        
Disaggregation of Revenue [Line Items]        
Revenues $ 30,052 $ 28,085 $ 65,880 $ 57,564
XML 56 R45.htm IDEA: XBRL DOCUMENT v3.24.1
Revenue Recognition Contract with Customer, Asset and Liability (Details) - USD ($)
$ in Thousands
6 Months Ended
Feb. 29, 2024
Aug. 31, 2023
Revenue from Contract with Customer [Abstract]    
Accounts Receivable, Allowance for Credit Loss, Current $ 15,700 $ 16,800
Accounts receivable, net 97,590 97,649
Contract assets 4,492 3,989
Contract liabilities 3,652 $ 2,927
Revenue, remaining performance obligation, within next twelve months 3,700  
Accounts Receivable, Allowance for Credit Loss, Period Increase (Decrease) $ 13,200  
Concentration Risk, Customer 11.5  
XML 57 R46.htm IDEA: XBRL DOCUMENT v3.24.1
Restructuring Charges (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Sep. 23, 2022
Jun. 27, 2022
Feb. 29, 2024
Feb. 28, 2023
Feb. 29, 2024
Feb. 28, 2023
Restructuring Reserve [Roll Forward]            
Restructuring Charges     $ 398 $ 2,987 $ 2,799 $ 3,969
Anticipated ASCEND Transformation Program Restructuring Charges - Maximum $ 15,000 $ 10,000        
Anticipated ASCEND Transformation Program Restructuring Charges - Minimum $ 10,000 $ 6,000        
Restructuring Charges, including recorded in Cost of Goods Sold     400 3,000 2,800 4,000
ASCEND Restructuring Plan            
Restructuring Reserve [Roll Forward]            
Restructuring Charges     400 2,900 2,800 3,900
Industrial Tools & Services [Member] [Domain] | ASCEND Restructuring Plan            
Restructuring Reserve [Roll Forward]            
Beginning Balance         2,238 2,008
Restructuring Charges         2,588 3,441
Cash payments         (2,227) (2,410)
Impact of changes in foreign currency rates         (5) 62
Ending Balance     2,594 3,101 2,594 3,101
Corporate Segment | ASCEND Restructuring Plan            
Restructuring Reserve [Roll Forward]            
Beginning Balance         74 797
Restructuring Charges         211 472
Cash payments         (285) (1,005)
Impact of changes in foreign currency rates         0 0
Ending Balance     $ 0 $ 264 $ 0 $ 264
XML 58 R47.htm IDEA: XBRL DOCUMENT v3.24.1
Restructuring and Related Activities (Details) - USD ($)
$ in Millions
Sep. 23, 2022
Jun. 27, 2022
Restructuring and Related Activities [Abstract]    
Anticipated ASCEND Transformation Program Restructuring Charges - Minimum $ 10.0 $ 6.0
Anticipated ASCEND Transformation Program Restructuring Charges - Maximum $ 15.0 $ 10.0
XML 59 R48.htm IDEA: XBRL DOCUMENT v3.24.1
ASCEND Transformation Program (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Sep. 23, 2022
Jun. 27, 2022
Mar. 23, 2022
Feb. 29, 2024
Feb. 28, 2023
Feb. 29, 2024
Feb. 28, 2023
Restructuring and Related Activities [Abstract]              
Anticipated ASCEND Transformation Program Restructuring Charges - Maximum $ 15,000 $ 10,000          
Incremental Operating Profit Maximum     $ 50,000     $ 60,000  
Incremental Operating Profit Minimum     40,000     50,000  
Anticipated ASCEND Transformation Program Restructuring Charges - Minimum $ 10,000 $ 6,000          
Anticipated Invested Expense Minimum     60,000     70,000  
Anticipated Invested Expense Maximum     $ 65,000     75,000  
ASCEND Transformation Program Costs       $ 2,000 $ 14,200 5,600 $ 24,700
ASCEND Transformation Program Expenses in SG&A       1,400 11,200 2,500 20,600
Restructuring Charges       398 2,987 2,799 3,969
ASCEND Transformation Program Expenses in COGS       $ 200 $ 200 400 200
Anticipated Additional Investment Expense - Minimum           10,000  
Anticipated Additional Investment Expense - Maximum             15,000
Anticipated Additional ASCEND Transformation Program Restructuring Charges - Minimum           $ 3,000  
Anticipated Additional ASCEND Transformation Program Restructuring Charges - Maximum             $ 5,000
XML 60 R49.htm IDEA: XBRL DOCUMENT v3.24.1
Discontinued Operations & Other Divestiture Charges Discontinued Operations & Divestiture Activities (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jul. 11, 2023
Oct. 31, 2019
Feb. 29, 2024
Feb. 28, 2023
Feb. 29, 2024
Feb. 28, 2023
Discontinued Operations and Disposal Groups [Abstract]            
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block]  
Note 5. Discontinued Operations and Other Divestiture Activities
On October 31, 2019, as part of our overall strategy to become a pure-play industrial tools and services company, the Company completed the sale of the businesses comprising its former Engineered Components & Systems ("EC&S") segment. This divestiture was considered part of our strategic shift to become a pure-play industrial tools and services company, and therefore, the results of operations are recorded as a component of "Loss from discontinued operations, net of income taxes" in the Condensed Consolidated Statements of Earnings for all periods presented. All discontinued operations activity included within the Condensed Consolidated Statements of Earnings and the Condensed Consolidated Statements of Cash Flows for the periods presented relate to impacts from certain retained liabilities.
The following represents the detail of "Loss from discontinued operations, net of income taxes" within the Condensed Consolidated Statements of Earnings (in thousands):
Three Months EndedSix Months Ended
February 29, 2024February 28, 2023February 29, 2024February 28, 2023
Selling, general and administrative expenses$45 $3,435 $168 $3,441 
Impairment & divestiture benefit— — — (1,329)
Operating loss(45)(3,435)(168)(2,112)
Other loss, net— — — — 
Loss before income tax expense(45)(3,435)(168)(2,112)
Income tax expense (benefit)(774)454 (494)
Loss from discontinued operations, net of income taxes$(54)$(2,661)$(622)$(1,618)
Other Divestiture Activities
On July 11, 2023, the Company completed the sale of the Cortland Industrial business, which had been included in the Other operating segment, for net cash proceeds of $20.1 million. In connection with the completion of the sale, the Company recorded a net gain of $6.0 million, inclusive of $0.1 million of purchase price from the customary finalization of working capital negotiations in the first quarter of fiscal 2024. The historical results of the Cortland Industrial business (which had net sales of $6.2 million and $13.3 million, for three and six months ended February 28, 2023) are not material to the consolidated financial results.
       
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]            
Net (Loss) Earnings from Discontinued Operations     $ 54 $ 2,661 $ 622 $ 1,618
Engineered Components & Systems [Member] [Domain]            
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]            
Disposal Group, Including Discontinued Operation, Other Expense     0 0    
Disposal Group, Including Discontinued Operation, Loss Before Income Tax Benefit     45 3,435    
Disposal Group, Including Discontinued Operation, Income Tax (Benefit) Expense     9 (774)    
Net (Loss) Earnings from Discontinued Operations     (54) (2,661)    
Disposal Date   Oct. 31, 2019        
Disposal Group, Including Discontinued Operation, General and Administrative Expense     45 3,435    
Disposal Group Including Discontinued Operation Impairment And Divestiture Charges     0 0    
Disposal Group, Including Discontinued Operation, Operating (Loss) Earnings     $ (45) (3,435)    
Cortland Industrial            
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]            
Disposal Date Jul. 11, 2023          
Disposal Group, Not Discontinued Operation, annual revenue       $ 6,200   13,300
Engineered Components & Systems [Member]            
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]            
Disposal Group, Including Discontinued Operation, Other Expense         0 0
Disposal Group, Including Discontinued Operation, Loss Before Income Tax Benefit         168 2,112
Disposal Group, Including Discontinued Operation, Income Tax (Benefit) Expense         454 (494)
Net (Loss) Earnings from Discontinued Operations         (622) (1,618)
Disposal Group, Including Discontinued Operation, General and Administrative Expense         168 3,441
Disposal Group Including Discontinued Operation Impairment And Divestiture Charges         0 (1,329)
Disposal Group, Including Discontinued Operation, Operating (Loss) Earnings         $ (168) $ (2,112)
XML 61 R50.htm IDEA: XBRL DOCUMENT v3.24.1
Discontinued Operations & Other Divestiture Charges Other Divestiture Activities (Details) - USD ($)
$ in Thousands
3 Months Ended 5 Months Ended 6 Months Ended
Jul. 11, 2023
Oct. 31, 2019
Feb. 29, 2024
Nov. 30, 2023
Feb. 28, 2023
Nov. 30, 2023
Feb. 28, 2023
Engineered Components & Systems [Member] [Domain]              
Discontinued Operations and Disposal Groups [Abstract]              
Disposal Date   Oct. 31, 2019          
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]              
Disposal Group, Including Discontinued Operation, Operating Income (Loss)     $ (45)   $ (3,435)    
Disposal Date   Oct. 31, 2019          
Cortland Industrial              
Discontinued Operations and Disposal Groups [Abstract]              
Disposal Date Jul. 11, 2023            
Proceeds from sale of business/product line $ 20,100            
Gain Loss On Disposal       $ 100   $ (6,000)  
Disposal Group, Not Discontinued Operation, annual revenue         6,200   $ 13,300
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]              
Proceeds from sale of business/product line $ 20,100            
Disposal Date Jul. 11, 2023            
Gain Loss On Disposal       $ 100   $ (6,000)  
Disposal Group, Not Discontinued Operation, annual revenue         $ 6,200   $ 13,300
XML 62 R51.htm IDEA: XBRL DOCUMENT v3.24.1
Discontinued Operations & Other Divestiture Charges Divestitures Activities Discontinued Operations - Loss From Discontinued Operations (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Feb. 29, 2024
Feb. 28, 2023
Feb. 29, 2024
Feb. 28, 2023
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]        
Net (Loss) Earnings from Discontinued Operations $ 54 $ 2,661 $ 622 $ 1,618
Engineered Components & Systems [Member]        
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]        
Disposal Group, Including Discontinued Operation, Operating (Loss) Earnings     (168) (2,112)
Disposal Group, Including Discontinued Operation, Other Expense     0 0
Disposal Group, Including Discontinued Operation, (Loss) Earnings Before Income Tax Benefit     (168) (2,112)
Disposal Group, Including Discontinued Operation, Income Tax (Benefit) Expense     454 (494)
Net (Loss) Earnings from Discontinued Operations     (622) (1,618)
Disposal Group, Including Discontinued Operation, General and Administrative Expense     $ 168 $ 3,441
XML 63 R52.htm IDEA: XBRL DOCUMENT v3.24.1
Changes in Carrying Value of Goodwill (Details)
$ in Thousands
6 Months Ended
Feb. 29, 2024
USD ($)
Goodwill [Roll Forward]  
Impact of changes in foreign currency rates $ (381)
Industrial Tools & Services [Member] [Domain]  
Goodwill [Roll Forward]  
Impact of changes in foreign currency rates (381)
Other Operating Segment [Member]  
Goodwill [Roll Forward]  
Impact of changes in foreign currency rates $ 0
XML 64 R53.htm IDEA: XBRL DOCUMENT v3.24.1
Gross Carrying Amount and Accumulated Amortization of Other Intangible Assets (Details) - USD ($)
$ in Thousands
Feb. 29, 2024
Aug. 31, 2023
Indefinite And Finite Lived Intangible Assets [Line Items]    
Accumulated Amortization $ 108,319 $ 106,802
Statement of Financial Position [Abstract]    
Gross Carrying Value 145,175 144,140
Net Book Value 36,856 37,338
Goodwill 266,113 266,494
Industrial Tools & Services [Member] [Domain]    
Statement of Financial Position [Abstract]    
Goodwill 254,904 255,285
Other Operating Segment [Member]    
Statement of Financial Position [Abstract]    
Goodwill 11,209 11,209
Tradenames    
Indefinite And Finite Lived Intangible Assets [Line Items]    
Gross Carrying Value 24,547 23,345
Accumulated Amortization 0 0
Net Book Value $ 24,547 23,345
Customer relationships    
Indefinite And Finite Lived Intangible Assets [Line Items]    
Weighted Average Amortization Period (Years) 14 years  
Gross Carrying Value $ 108,145 108,292
Accumulated Amortization 96,847 95,395
Net Book Value $ 11,298 12,897
Patents    
Indefinite And Finite Lived Intangible Assets [Line Items]    
Weighted Average Amortization Period (Years) 13 years  
Gross Carrying Value $ 9,753 9,769
Accumulated Amortization 9,238 9,210
Net Book Value $ 515 559
Trademarks and tradenames    
Indefinite And Finite Lived Intangible Assets [Line Items]    
Weighted Average Amortization Period (Years) 14 years  
Gross Carrying Value $ 2,730 2,734
Accumulated Amortization 2,234 2,197
Net Book Value $ 496 $ 537
XML 65 R54.htm IDEA: XBRL DOCUMENT v3.24.1
Goodwill and Other Intangible Assets - Additional Information (Details)
$ in Millions
Feb. 29, 2024
USD ($)
Impaired Assets [Line Items]  
Finite-Lived Intangible Asset, Expected Amortization, Year One $ 2.8
Future Amortization Expense, 2025 1.0
Future Amortization Expense, 2024 1.5
Future Amortization Expense, 2023 1.6
Future Amortization Expense, 2022 1.8
Future Amortization Expense, 2021 1.9
Future Amortization Expense, Remainder of 2020 1.6
Future Amortization Expense, 2021 1.9
Future Amortization Expense, 2022 1.8
Future Amortization Expense, 2023 1.6
Future Amortization Expense, 2024 1.5
Future Amortization Expense, 2025 $ 1.0
XML 66 R55.htm IDEA: XBRL DOCUMENT v3.24.1
Goodwill and Other Intangible Assets Summary of Asset Impairment Charges (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Feb. 29, 2024
Feb. 28, 2023
Feb. 29, 2024
Feb. 28, 2023
Impaired Assets [Line Items]        
Impairment & divestiture (benefits) charges $ 0 $ 0 $ 147 $ 0
XML 67 R56.htm IDEA: XBRL DOCUMENT v3.24.1
Rollforward of Accrued Product Warranty Reserve (Details) - USD ($)
$ in Thousands
6 Months Ended
Feb. 29, 2024
Feb. 28, 2023
Movement in Standard Product Warranty Accrual [Roll Forward]    
Beginning balance $ 856 $ 1,140
Provision for warranties 132 389
Warranty Payments and costs incurred (318) (416)
Impact of changes in foreign currency rates $ (1) $ 20
XML 68 R57.htm IDEA: XBRL DOCUMENT v3.24.1
Long-Term Indebtedness (Details) - USD ($)
Feb. 29, 2024
Aug. 31, 2023
Debt Instrument [Line Items]    
Long-term Debt $ 245,500,000 $ 214,750,000
Long-term debt, net 239,920,000 210,337,000
Long-term Debt, Current Maturities 5,000,000 3,750,000
Debt Issuance Costs, Net 580,000 663,000
Senior Credit Facility - Term Loan | Debt Instrument, Name [Domain]    
Debt Instrument [Line Items]    
Long-term Debt 197,500,000 198,750,000
Revolving Credit Facility    
Debt Instrument [Line Items]    
Long-term Debt $ 48,000,000 $ 16,000,000
XML 69 R58.htm IDEA: XBRL DOCUMENT v3.24.1
Debt - Additional Information (Details)
6 Months Ended
Sep. 09, 2022
USD ($)
Feb. 29, 2024
USD ($)
Feb. 28, 2023
USD ($)
Aug. 31, 2023
USD ($)
Debt Instrument [Line Items]        
Borrowings on Revolving Credit   $ 48,000,000 $ 41,000,000  
Outstanding letters of credit   7,200,000   $ 8,600,000
Senior Credit Facilty $ 600,000,000      
Long-term debt, net   239,920,000   210,337,000
Long-term Debt   245,500,000   214,750,000
Senior Credit Facility - Term Loan        
Debt Instrument [Line Items]        
Line of Credit Facility, Maximum Borrowing Capacity 200,000,000 197,500,000    
Senior credit facility expansion option, available 300,000,000      
Revolving Credit Facility        
Debt Instrument [Line Items]        
Line of Credit Facility, Maximum Borrowing Capacity $ 400,000,000      
Long-term Debt   48,000,000   16,000,000
Senior Credit Facility - Revolver        
Debt Instrument [Line Items]        
Outstanding letters of credit   1,200,000    
Debt Instrument, Unused Borrowing Capacity, Amount   350,800,000    
Debt Instrument, Name [Domain] | Senior Credit Facility - Term Loan        
Debt Instrument [Line Items]        
Long-term Debt   $ 197,500,000   $ 198,750,000
Minimum        
Debt Instrument [Line Items]        
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage 0.15%      
Adjusted Leverage Ratio 1.00      
Minimum | Senior Credit Facility - Term Loan        
Debt Instrument [Line Items]        
Leverage ratio 1.00      
Interest Coverage Ratio 100.00%      
Minimum | Senior Credit Facility - Term Loan | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate        
Debt Instrument [Line Items]        
Debt Instrument, Basis Spread on Variable Rate 1.125%      
Maximum        
Debt Instrument [Line Items]        
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage 0.30%      
Adjusted Leverage Ratio 4.25      
Maximum | Senior Credit Facility - Term Loan        
Debt Instrument [Line Items]        
Leverage ratio 3.75      
Interest Coverage Ratio 300.00%      
Maximum | Senior Credit Facility - Term Loan | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate        
Debt Instrument [Line Items]        
Debt Instrument, Basis Spread on Variable Rate 1.875%      
XML 70 R59.htm IDEA: XBRL DOCUMENT v3.24.1
Fair Value Measurement - Additional Information (Details) - USD ($)
Feb. 29, 2024
Aug. 31, 2023
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Foreign Currency Contract, Liability/Asset, Fair Value Disclosure $ 100,000 $ 100,000
Long-term Debt 245,500,000 214,750,000
Interest Rate Cash Flow Hedge Derivative at Fair Value, Net 600,000 700,000
Derivative Instruments in Hedges, at Fair Value, Net (900,000) (1,200,000)
Revolving Credit Facility    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Long-term Debt $ 48,000,000 $ 16,000,000
XML 71 R60.htm IDEA: XBRL DOCUMENT v3.24.1
Derivatives Narrative (Details) - USD ($)
3 Months Ended 6 Months Ended 150 Months Ended
Feb. 29, 2024
Feb. 28, 2023
Feb. 29, 2024
Feb. 28, 2023
Feb. 29, 2024
Aug. 31, 2023
Dec. 08, 2022
Derivative [Line Items]              
Foreign Currency Contract, Liability/Asset, Fair Value Disclosure $ 100,000   $ 100,000   $ 100,000 $ 100,000  
Loss on Foreign Currency Fair Value Hedge Derivatives and Not Designated as Hedging Instruments at Fair Value 106,000 $ (16,000) 398,000 $ 620,000      
Long-term Debt 245,500,000   245,500,000   $ 245,500,000 214,750,000  
Derivatives used in Net Investment Hedge, Increase (Decrease), Gross of Tax 200,000 (300,000) 200,000 (300,000)      
Increase (Decrease) in Fair Value of Hedged Item in Interest Rate Fair Value Hedge 100,000 $ 500,000 (100,000) $ 500,000      
Treasury Stock, Shares, Acquired         29,866,946    
Fair Value Hedging [Member]              
Derivative [Line Items]              
Derivative, Notional Amount 19,300,000   19,300,000   $ 19,300,000 $ 13,800,000  
Net Investment Hedging [Member]              
Derivative [Line Items]              
Derivative, Fair Value, Net $ 30,500,000   $ 30,500,000   $ 30,500,000    
Interest Rate Swap [Member]              
Derivative [Line Items]              
Derivative, Amount of Hedged Item             $ 60,000,000
Derivative, Fixed Interest Rate             4.022%
XML 72 R61.htm IDEA: XBRL DOCUMENT v3.24.1
Earnings per Share and Shareholders' Equity Share Repurchase (Details) - USD ($)
$ in Thousands
1 Months Ended 2 Months Ended 3 Months Ended 6 Months Ended 150 Months Ended
Dec. 18, 2023
Dec. 18, 2023
Feb. 29, 2024
Feb. 29, 2024
Nov. 30, 2023
Feb. 28, 2023
Nov. 30, 2022
Feb. 29, 2024
Feb. 28, 2023
Feb. 29, 2024
Aug. 31, 2023
Aug. 31, 2022
Equity [Abstract]                        
Stock Repurchase Program, Remaining Number of Shares Authorized to be Repurchased     2,932,284 2,932,284       2,932,284   2,932,284    
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest     $ 336,926 $ 336,926 $ 321,676 $ 340,788 $ 334,323 $ 336,926 $ 340,788 $ 336,926 $ 326,620 $ 318,611
Net (loss) earnings       17,817 17,738 4,497 7,453 35,555 11,950      
Other Comprehensive (Loss) Income, Net of Tax       (1,207) 370 1,243 6,024 (837) $ 7,267      
Stock Issued During Period, Value, Employee Benefit Plan       35 51 49 42          
Stock Issued During Period, Value, Restricted Stock Award, Gross       0 0 0 0          
APIC, Share-based Payment Arrangement, Increase for Cost Recognition       2,810 2,717 2,120 2,155          
Stock Value Issued to Acquired For and Distributed From Rabbi Trust       263 90 $ 61 $ 77          
Retained earnings     222,047 222,047       222,047   222,047 1,011,112  
Treasury Stock, Value     $ 0 0       $ 0   0 $ 800,506  
Treasury Stock, Value, Acquired, Cost Method       $ 3,992 $ 26,116         $ 830,600    
Stock Repurchase Program, Number of Shares Authorized to be Repurchased     10,000,000 10,000,000       10,000,000   10,000,000    
Treasury Stock, Common, Shares     0 0       0   0 28,772,715  
Stock Repurchased During Period, Shares   113,587   139,324       1,094,231        
Stock Repurchased During Period, Value       $ 30,100                
Treasury Stock, Shares, Acquired                   29,866,946    
Treasury Stock, Shares, Retired 29,841,209                      
Stock Repurchased and Retired During Period, Shares     25,737                  
Common Stock [Member]                        
Stock Issued During Period, Shares, New Issues     54,253,000 54,253,000 83,967,000 83,732,000 83,529,000 54,253,000 83,732,000 54,253,000 83,761,000 83,397,000
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest     $ 10,851 $ 10,851 $ 16,793 $ 16,746 $ 16,706 $ 10,851 $ 16,746 $ 10,851 $ 16,752 $ 16,679
Stock Issued During Period, Shares, Employee Benefit Plan       1,000 2,000 2,000 3,000          
Stock Issued During Period, Value, Employee Benefit Plan         $ 0 $ 0 $ 1          
Stock Issued During Period, Shares, Restricted Stock Award, Gross       105,000 118,000 173,000 84,000          
Stock Issued During Period, Value, Restricted Stock Award, Gross       $ 21 $ 23 $ 34 $ 17          
Stock Issued To Acquired For And Distributed From Rabbi Trust       26,000 3,000 28,000 3,000          
Stock Value Issued to Acquired For and Distributed From Rabbi Trust       $ 5 $ 1   $ 1          
Treasury Stock, Shares, Retired       (29,867,000)                
Additional Paid-in Capital [Member]                        
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest     226,075 $ 226,075 223,474 $ 215,879 215,194 226,075 215,879 226,075 220,472 212,986
Stock Issued During Period, Value, Employee Benefit Plan       35 51 49 41          
Stock Issued During Period, Value, Restricted Stock Award, Gross       (21) 23 (34) (17)          
APIC, Share-based Payment Arrangement, Increase for Cost Recognition       2,810 2,717 2,120 2,155          
Stock Value Issued to Acquired For and Distributed From Rabbi Trust       258 89 55 76          
Stock Repurchased and Retired During Period, Value       824,600                
Retained Earnings [Member]                        
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest     222,047 222,047 1,028,871 978,701 974,204 222,047 978,701 222,047 1,011,112 966,751
Net (loss) earnings       17,817 17,738 4,497 7,453          
AOCI Attributable to Parent [Member]                        
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest     (122,047) (122,047) (120,840) (127,694) (128,937) (122,047) (127,694) (122,047) (121,210) (134,961)
Other Comprehensive (Loss) Income, Net of Tax       (1,207) 370 1,243 6,024          
Stock held in trust [member] [Member]                        
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest     (3,777) (3,777) (3,576) (3,320) (3,239) (3,777) (3,320) (3,777) (3,484) (3,209)
Stock Value Issued to Acquired For and Distributed From Rabbi Trust       (201) (92) (81) (30)          
Deferred Compensation, Share-based Payments [Member]                        
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest     $ 3,777 3,777 3,576 3,320 3,239 $ 3,777 $ 3,320 $ 3,777 $ 3,484 $ 3,209
Stock Value Issued to Acquired For and Distributed From Rabbi Trust       201 $ 92 $ 81 $ 30          
Par Value                        
Stock Repurchased and Retired During Period, Value       $ 6,000                
XML 73 R62.htm IDEA: XBRL DOCUMENT v3.24.1
Capital Stock (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
3 Months Ended 6 Months Ended
Feb. 29, 2024
Nov. 30, 2023
Feb. 28, 2023
Nov. 30, 2022
Feb. 29, 2024
Feb. 28, 2023
Earnings Per Share [Abstract]            
Net (Loss) Earnings from Continuing Operations $ 17,871   $ 7,158   $ 36,177 $ 13,568
Net (Loss) Earnings from Discontinued Operations (54)   (2,661)   (622) (1,618)
Net (loss) earnings $ 17,817 $ 17,738 $ 4,497 $ 7,453 $ 35,555 $ 11,950
Weighted average common shares outstanding - basic 54,213   57,042   54,370 56,964
Incremental Common Shares Attributable to Dilutive Effect of Share-based Payment Arrangements 472   458   476 445
Weighted Average Common Shares outstanding - diluted 54,685   57,500   54,846 57,409
(Loss) Earnings per share from Continuing Operations, Per Basic Share $ 0.33   $ 0.13   $ 0.67 $ 0.24
(Loss) Earnings per share from Continuing Operations, Per Diluted Share 0.33   0.12   0.66 0.24
(Loss) Earnings per share from Discontinued Operations, Per Basic Shares (0.00)   (0.05)   (0.01) (0.03)
(Loss) Earnings per share from Discontinued Operations, Per Diluted Share (0.00)   (0.05)   (0.01) (0.03)
Earnings Per Share, Basic 0.33   0.08   0.65 0.21
(Loss) Earnings Per Share, Diluted $ 0.33   $ 0.08   $ 0.65 $ 0.21
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]            
Anti-dilutive securities from stock based compensation plans (excluded from earnings per share calculation) 71   1,986   191 1,402
XML 74 R63.htm IDEA: XBRL DOCUMENT v3.24.1
Income Taxes - Additional Information (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Feb. 29, 2024
Feb. 28, 2023
Feb. 29, 2024
Feb. 28, 2023
Income Tax Disclosure Additional Details [Table] [Line Items]        
Income tax (benefit) expense $ 7,396 $ 2,988 $ 13,064 $ 5,370
Effective Income Tax Rate Reconciliation, Percent 29.30% 29.50% 26.50% 28.40%
Federal Statutory Income Tax Rate, Percent     21.00%  
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest $ 25,267 $ 10,146 $ 49,241 $ 18,938
XML 75 R64.htm IDEA: XBRL DOCUMENT v3.24.1
Summary of Financial Information by Reportable Segment and Product Line (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Feb. 29, 2024
Feb. 28, 2023
Feb. 29, 2024
Feb. 28, 2023
Aug. 31, 2023
Segment Reporting Information [Line Items]          
Net Sales $ 138,437 $ 141,960 $ 280,406 $ 281,342  
Operating Profit (Loss) 29,521 13,972 58,184 26,281  
Assets 769,286   769,286   $ 762,597
Industrial Tools & Services [Member] [Domain]          
Segment Reporting Information [Line Items]          
Net Sales 134,822 130,904 271,856 258,201  
Operating Profit (Loss) 37,415 30,437 72,980 57,077  
Assets 627,455   627,455   632,113
Industrial Tools & Services [Member] [Domain] | Products [Member]          
Segment Reporting Information [Line Items]          
Net Sales 107,942 104,195      
Industrial Tools & Services [Member] [Domain] | Service & Rental [Member]          
Segment Reporting Information [Line Items]          
Net Sales 26,880 26,709      
Products [Member]          
Segment Reporting Information [Line Items]          
Net Sales     212,862 203,113  
Service & Rental [Member]          
Segment Reporting Information [Line Items]          
Net Sales     58,994 55,088  
Other Operating Segment [Member]          
Segment Reporting Information [Line Items]          
Net Sales 3,615 11,056 8,550 23,141  
Operating Profit (Loss) (79) 1,156 1,892 2,580  
Assets 27,690   27,690   28,127
General Corporate          
Segment Reporting Information [Line Items]          
Operating Profit (Loss) (7,815) $ (17,621) (16,688) $ (33,376)  
Assets $ 114,141   $ 114,141   $ 102,357
XML 76 R65.htm IDEA: XBRL DOCUMENT v3.24.1
Contingencies and Litigation - Additional Information (Details) - USD ($)
$ in Millions
Feb. 29, 2024
Aug. 31, 2023
Commitments and Contingencies Disclosure [Abstract]    
Outstanding letters of credit $ 7.2 $ 8.6
XML 77 R66.htm IDEA: XBRL DOCUMENT v3.24.1
Leases Components of Lease Expense (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Feb. 29, 2024
Feb. 28, 2023
Feb. 29, 2024
Feb. 28, 2023
Components of Lease Expense [Abstract]        
Operating Lease, Cost $ 3,209 $ 3,346 $ 6,185 $ 6,619
Short-term Lease, Cost 524 590 1,109 1,084
Variable Lease, Cost $ 731 $ 1,108 $ 1,650 $ 2,222
XML 78 R67.htm IDEA: XBRL DOCUMENT v3.24.1
Leases Supplemental Cash Flow Information Related to Leases (Details) - USD ($)
$ in Thousands
6 Months Ended
Feb. 29, 2024
Feb. 28, 2023
Supplemental Cash Flow Information Related to Leases [Abstract]    
Operating Lease, Payments $ 6,081 $ 6,547
Right-of-Use Asset Obtained in Exchange for Operating Lease Liability $ 2,197 $ 805
XML 79 R68.htm IDEA: XBRL DOCUMENT v3.24.1
Leases Leases (Details)
Feb. 29, 2024
Operating Leased Assets [Line Items]  
Lessee, Operating Lease, Renewal Term 5 years
Minimum  
Operating Leased Assets [Line Items]  
Lessee, Operating Lease, Term of Contract 3 years
Maximum  
Operating Leased Assets [Line Items]  
Lessee, Operating Lease, Term of Contract 15 years
XML 80 R9999.htm IDEA: XBRL DOCUMENT v3.24.1
Label Element Value
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents $ 120,699,000
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents $ 154,415,000
EXCEL 81 Financial_Report.xlsx IDEA: XBRL DOCUMENT begin 644 Financial_Report.xlsx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