ENERPAC TOOL GROUP CORP
For the period ended Feb 28, 2025. Filed Mar 26, 2025.
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Feb 28, 2025 · Filed Mar 26, 2025
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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, 2024 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 2024 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 thethree and six months ended February 28, 2025 are not necessarily indicative of the results that may be expected for the entire fiscal year ending August 31, 2025.
Accumulated Other Comprehensive Loss
The following is a summary of the components included within the Company's accumulated other comprehensive loss (in thousands):
| February 28, 2025 | August 31, 2024 | |
|---|---|---|
| Foreign currency translation adjustments | $114,317 | $99,215 |
| Pension and other postretirement benefit plans | 16,606 | 17,187 |
| Cash flow hedges | (22) | (4) |
| Accumulated other comprehensive loss | $130,901 | $116,398 |
Property Plant and Equipment
The following is a summary of the components included within the Company's property, plant and equipment (in thousands):
| February 28, 2025 | August 31, 2024 | |
|---|---|---|
| Land, buildings and improvements | $25,059 | $14,670 |
| Machinery and equipment | 144,841 | 145,604 |
| Gross property, plant and equipment | 169,900 | 160,274 |
| Less: Accumulated depreciation | (120,874) | (119,989) |
| Property, plant and equipment, net | $49,026 | $40,285 |
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 is a roll-forward of the changes in product warranty reserves for the six months ended February 28, 2025 and February 29, 2024 (in thousands):
| Six Months Ended | ||
|---|---|---|
| February 28, 2025 | February 29, 2024 | |
| Beginning balance | $534 | $856 |
| Provision for warranties | 478 | 132 |
| Warranty payments and costs incurred | (485) | (318) |
| Warranty activity for acquired businesses | 381 | — |
| Impact of changes in foreign currency rates | (18) | (1) |
| Ending balance | $890 | $669 |
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 Ended | Six Months Ended | |||
|---|---|---|---|---|
| February 28, 2025 | February 29, 2024 | February 28, 2025 | February 29, 2024 | |
| Revenues recognized at point in time | $117,448 | $108,385 | $226,745 | $214,526 |
| Revenues recognized over time | 28,080 | 30,052 | 63,979 | 65,880 |
| Total | $145,528 | $138,437 | $290,724 | $280,406 |
Contract Balances
The Company's contract assets and liabilities are as follows (in thousands):
| February 28, 2025 | August 31, 2024 | |
|---|---|---|
| Receivables, which are included in accounts receivable, net | $111,993 | $104,335 |
| Contract assets, which are included in other current assets | 2,990 | 4,531 |
| Contract liabilities, which are included in other current liabilities | 5,161 | 2,329 |
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 $16.6 million and$15.9 million at February 28, 2025 and August 31, 2024, respectively.
As indicated in the "Concentration of Credit Risk" section below, as of February 28, 2025 and February 29, 2024, the Company was exposed to a concentration of credit risk with an agent as a result of its continued payment delinquency. As of February 28, 2025 and February 29, 2024, 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 28, 2025 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 the agent to end customer; (iii) the status of ongoing negotiations with the agent to secure payments; (iv) legal recourse available to secure payment; and (v) the agent is currently in bankruptcy proceedings. 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 28, 2025, 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 10.1% of the Company's outstanding accounts receivable. As of February 28, 2025, 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 28, 2025, the Company had certain contracts where there were unsatisfied performance obligations and the Company hadreceived 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 $5.2 million of contract liabilities 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 start of its ASCEND transformation program. ASCEND's key initiatives included 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("SG&A") expense by better leveraging resources to create a more efficient and agile organization.
Total program expenses were approximately$2.0 million and $5.6 millionin thethree and six months ended February 29, 2024, respectively, with no expenses in thethree and six months ended February 28, 2025, as the ASCEND program ended at August 31, 2024. Of the total ASCEND program expenses, $1.4 million and $2.5 million were recorded within SG&A expenses and approximately $0.2 million and $0.4 million were recorded within cost of goods sold for thethree and six months ended February 29, 2024, respectively. Additionally, $0.4 million and $2.8 million of ASCEND expenses were recorded within restructuring expenses, (see Note 4,“Restructuring Charges”) for the for thethree and six months ended February 29, 2024, respectively. The restructuring charges incurred were predominately severance and other employee-related costs. The ASCEND program was completed as of August 31, 2024, with total program costs of$74.7 million of which$18.6 million was restructuring charges.
Note 4. Restructuring Charges
The Company undertook 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.
On June 27, 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”) to drive greater efficiency and productivity in global selling, general and administrative resources. The costs of this plan were predominately severance and other employee-related costs incurred as cash expenditures and impacting both IT&S and Corporate.
The Company recorded $0.4 million and $2.8 million of restructuring charges associated with the ASCEND transformation program in thethree and six months ended February 29, 2024. No restructuring charges associated with the ASCEND transformation program were recorded in thethree and six months ended February 28, 2025 as the ASCEND program ended at August 31, 2024 with a total restructuring charge of$18.6 million.
The following summarizes restructuring reserve activity for the IT&S segment and Corporate (in thousands):
| Six Months Ended February 28, 2025 | ||
|---|---|---|
| IT&S | Corporate | |
| Balance as of August 31, 2024 | $3,527 | $197 |
| Cash payments | (2,297) | (117) |
| Impact of changes in foreign currency rates | (41) | — |
| Balance as of February 28, 2025 | $1,189 | $80 |
| Six Months Ended February 29, 2024 | ||
|---|---|---|
| IT&S | Corporate | |
| Balance as of August 31, 2023 | $2,238 | $74 |
| Restructuring charges | 2,588 | 211 |
| Cash payments | (2,227) | (285) |
| Impact of changes in foreign currency rates | (5) | — |
| Balance as of February 29, 2024 | $2,594 | $— |
Total restructuring charges (inclusive of the Other operating segment) were$0.4 million and$2.8 millionin thethree and six months ended February 29, 2024, being reported in "Restructuring charges." There were no restructuring charges in thethree and six months ended February 28, 2025.
Note 5. Acquisitions
On September 4, 2024, the Company acquired 100% of the stock of DTA The Smart Move, S.A. ("DTA"), a global leader in the industrial heavy loads transportation industry, designing and manufacturing mobile robotic solutions. The acquisition provides a complement to Enerpac's Heavy Lifting Technology product line and combines the Company's existing focus on vertical lift with DTA's specialization in horizontal movement enabling the Company to provide more comprehensive solutions for customers. The Company acquired all of the assets and assumed certain liabilities of DTA for an initial purchase price of $27.2 million plus potential earn-out of €12.0 million to be paid at the end of the third year following the acquisition that is tied to the achievement of certain financial objectives with a maximum total purchase price of €36.0 million. The acquisition was funded with both cash on hand and borrowings from our existing credit facility. At February 28, 2025, the Company preliminarily recorded a liability of €2.3 million related to the potential earn-out payment and recognized $15.0 million of intangible assets made up of amortizable assets including $1.6 million in tradenames amortizable over three years, $3.6 million in customer relationship and $9.8 million in developed technology both amortizable over fourteen years.
The excess of the acquisition purchase price over the fair value assigned to the assets acquired and liabilities assumed was recorded to goodwill. The preliminary value of the assets acquired and liabilities assumed as of acquisition date were as follows (in thousands):
| Current assets | $6,464 |
|---|---|
| Property, plant and equipment | 2,841 |
| Intangible assets | 14,977 |
| Goodwill | 14,473 |
| Long term assets | 531 |
| Total assets acquired | 39,286 |
| Current liabilities | (6,531) |
| Long term liabilities | (5,559) |
| Net assets acquired | $27,196 |
As the Company finalizes the fair value of assets acquired and liabilities assumed, additional purchase price allocation adjustments will be recorded during the measurement period, but not to exceed 12 months following acquisition date. Adjustments in purchase price allocations may require a change in the amounts allocated to net assets acquired during the periods in which the adjustments are determined.
This acquisition generated net sales of$3.2 million and$6.4 millionfor thethree and six months ended February 28, 2025, which are reported within the IT&S reportable segment.
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 28, 2025 are as follows (in thousands):
| IT&S | Other | Total | |
|---|---|---|---|
| Balance as of August 31, 2024 | $258,388 | $11,209 | $269,597 |
| DTA Acquisition | 14,473 | — | 14,473 |
| Impact of changes in foreign currency rates | (6,829) | — | (6,829) |
| Balance as of February 28, 2025 | $266,032 | $11,209 | $277,241 |
The gross carrying value and accumulated amortization of the Company’s intangible assets are as follows (in thousands):
| February 28, 2025 · August 31, 2024 | |||||||
|---|---|---|---|---|---|---|---|
| Weighted AverageAmortizationPeriod (Years) | GrossCarryingValue | AccumulatedAmortization | NetBookValue | GrossCarryingValue | AccumulatedAmortization | NetBookValue | |
| Amortizable intangible assets: | |||||||
| Customer Relationships | 10 | $110,568 | $99,387 | $11,181 | $109,582 | $99,530 | $10,052 |
| Patents | 13 | 9,738 | 9,279 | 459 | 9,916 | 9,408 | 508 |
| Developed Technology | 14 | 9,132 | 381 | 8,751 | — | — | — |
| Trademarks and tradenames | 3 | 4,278 | 2,444 | 1,834 | 2,764 | 2,308 | 456 |
| Indefinite lived intangible assets: | |||||||
| Tradenames | N/A | 24,457 | — | 24,457 | 25,042 | — | 25,042 |
| $158,173 | $111,491 | $46,682 | $147,304 | $111,246 | $36,058 | ||
The Company estimates that amortization expense will be $1.9 million for the remaining six months of fiscal 2025. Amortization expense for future years is estimated to be: $3.2 million in both fiscal 2026 and 2027, $2.6 million in fiscal 2028, $2.4 million in fiscal 2029, $1.6 million in fiscal 2030 and $7.4 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.
Note 7. Debt
The following is a summary of the Company’s long-term indebtedness (in thousands):
| February 28, 2025 | August 31, 2024 | |
|---|---|---|
| Senior Credit Facility | ||
| Revolver | $— | $— |
| Term Loan | 192,500 | 195,000 |
| Total Senior Indebtedness | 192,500 | 195,000 |
| Less: Current maturities of long-term debt | (5,000) | (5,000) |
| Debt issuance costs | (414) | (497) |
| Total long-term debt, less current maturities | $187,086 | $189,503 |
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 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. 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 credit facility 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 28, 2025.
At February 28, 2025, there were$192.5 million in borrowings outstanding under the term loans, no borrowings outstanding under the revolving line of credit and$398.5 million available for borrowing under the revolving line of credit facility after reduction for$1.5 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 28, 2025 and August 31, 2024 due to their short-term nature and 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 asset of less than $0.1 million and a net liability of $0.3 million at February 28, 2025 and August 31, 2024, respectively.
The fair value of the Company's interest rate swap and net investment hedge was an asset of less than $0.1 million and $1.0 million at February 28, 2025, respectively, and an asset of less than$0.1 million and a liability of$1.6 million at August 31, 2024, respectively, (see Note 9, “Derivatives”, for further information on the Company's interest rate swap and net investment hedge.) 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.
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 $9.8 million and $15.6 million at February 28, 2025 and August 31, 2024, respectively. The fair value of outstanding foreign currency exch ange contracts was a net asset of less than $0.1 million and net liability of $0.3 million at February 28, 2025 and August 31, 2024, respectively. Net foreign currency loss (gain) (included in "Other expense, net" in the Condensed Consolidated Statements of Earnings) related to these derivative instruments are as follows (in thousands):
| Three Months Ended | Six Months Ended | |||
|---|---|---|---|---|
| February 28, 2025 | February 29, 2024 | February 28, 2025 | February 29, 2024 | |
| Foreign currency loss (gain) | $100 | $106 | $(119) | $398 |
During December 2022, the Company entered into an interest rate swap, with a maturity date of November 30, 2025, 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. 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 the 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 loss of less than $0.1 million and a net gain of less than $0.1 million for the three and six months ended February 28, 2025, respectively, anda net gain of less than$0.1 million and a net loss of$0.1 million for three and six months ended February 29, 2024, respectively, is recorded in other comprehensive 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 income (loss) where they offset gains and losses recorded on our net investments where the entity has non-U.S. dollar functional currency. During December 2022, the Company entered into a cross-currency swap designated as a net investment hedge with a notional amount of $30.5 million. On October 28, 2024, the Company entered into an incremental cross-currency swap designated as a net investment hedge with a notional amount of $14.1 million. The change in the fair value of the net investment hedges, a net gain of $0.7 million and $2.0 million for the three and six months ended February 28, 2025, respectively, and a net gain of$0.3 million and$0.2 million for thethree and six months ended February 29, 2024, respectively, is recorded in other comprehensive 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 30,411,708 shares of common stock for $853.4 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.
In December 2023, the Company's Board of Directors authorized the retirement of the Company's repurchased shares. In addition to the initial share retirement, the Company repurchased and retired an additional 139,324 shares, which included 25,737 shares repurchased after December 18, 2023 that were immediately retired upon repurchase, in the three months ended February 29, 2024. The Company repurchased and retired 1,094,231 shares for $30.1 million in the six months ended February 29, 2024 and 329,527 shares for $14.6 million in the six months ended February 28, 2025. The maximum number of shares that may yet be purchased under the program is 2,387,522 shares.
The reconciliation between basic and diluted earnings per share is as follows (in thousands, except per share amounts):
| Three Months Ended | Six Months Ended | |||
|---|---|---|---|---|
| February 28, 2025 | February 29, 2024 | February 28, 2025 | February 29, 2024 | |
| Numerator: | ||||
| Net earnings from continuing operations | $20,901 | $17,871 | $42,624 | $36,177 |
| Earnings (loss) from discontinued operations, net of income taxes | — | (54) | — | (622) |
| Net earnings | $20,901 | $17,817 | $42,624 | $35,555 |
| Denominator: | ||||
| Weighted average common shares outstanding - basic | 54,397 | 54,213 | 54,319 | 54,370 |
| Net effect of dilutive securities - stock based compensation plans | 411 | 472 | 491 | 476 |
| Weighted average common shares outstanding - diluted | 54,808 | 54,685 | 54,810 | 54,846 |
| Earnings per share from continuing operations | ||||
| Basic | $0.38 | $0.33 | $0.78 | $0.67 |
| Diluted | $0.38 | $0.33 | $0.78 | $0.66 |
| Earnings (loss) per share from discontinued operations | ||||
| Basic | $0.00 | $(0.00) | $0.00 | $(0.01) |
| Diluted | $0.00 | $(0.00) | $0.00 | $(0.01) |
| Earnings per share:* | ||||
| Basic | $0.38 | $0.33 | $0.78 | $0.65 |
| Diluted | $0.38 | $0.33 | $0.78 | $0.65 |
| Anti-dilutive securities from stock based compensation plans (excluded from earnings per share calculation) | 192 | 71 | 121 | 191 |
| *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 28, 2025 (in thousands):
| Common Stock · AdditionalPaid-inCapital · TreasuryStock · RetainedEarnings · AccumulatedOtherComprehensiveLoss · StockHeld inTrust · DeferredCompensationLiability · TotalShareholders’Equity | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| IssuedShares · Amount | |||||||||
| Balance at August 31, 2024 | 54,235 | $10,847 | $235,660 | $— | $261,870 | $(116,398) | $(3,777) | $3,777 | $391,979 |
| Net earnings | — | — | — | — | 21,723 | — | — | — | 21,723 |
| Other comprehensive loss, net of tax | — | — | — | — | — | (9,676) | — | — | (9,676) |
| Stock contribution to employee benefit plans and other | 2 | — | 91 | — | — | — | — | — | 91 |
| Vesting of equity awards | 186 | 37 | (37) | — | — | — | — | — | — |
| Cash dividend ($0.04 per share) | — | — | — | — | 3 | — | — | — | 3 |
| Stock based compensation expense | — | — | 3,345 | — | — | — | — | — | 3,345 |
| Stock option exercises | 87 | 18 | 1,310 | — | — | — | — | — | 1,328 |
| Tax effect related to net share settlement of equity awards | — | — | (6,405) | — | — | — | — | — | (6,405) |
| Stock issued to, acquired for and distributed from rabbi trust | — | — | — | — | — | — | 3 | (3) | — |
| Treasury stock repurchased and retired | (110) | (22) | — | — | (4,357) | — | — | — | (4,379) |
| Balance at November 30, 2024 | 54,400 | 10,880 | 233,964 | — | 279,239 | (126,074) | (3,774) | 3,774 | 398,009 |
| Net earnings | — | — | — | — | 20,901 | — | — | — | 20,901 |
| Other comprehensive loss, net of tax | — | — | — | — | — | (4,827) | — | — | (4,827) |
| Stock contribution to employee benefit plans and other | 2 | — | 97 | — | — | — | — | — | 97 |
| Vesting of equity awards | 73 | 14 | (14) | — | — | — | — | — | — |
| Stock based compensation expense | — | — | 2,841 | — | — | — | — | — | 2,841 |
| Stock option exercises | 2 | 1 | 37 | — | — | — | — | — | 38 |
| Tax effect related to net share settlement of equity awards | — | — | (996) | — | — | — | — | — | (996) |
| Stock issued to, acquired for and distributed from rabbi trust | 2 | 1 | 90 | — | — | — | 199 | (199) | 91 |
| Treasury stock repurchased and retired | (220) | (44) | — | — | (10,132) | — | — | — | (10,176) |
| Balance at February 28, 2025 | 54,259 | $10,852 | $236,019 | $— | $290,008 | $(130,901) | $(3,575) | $3,575 | $405,978 |
The following table illustrates the changes in the balances of each component of shareholders' equity for thesix months ended February 29, 2024 (in thousands):
| Common Stock · AdditionalPaid-inCapital · TreasuryStock · RetainedEarnings · AccumulatedOtherComprehensiveLoss · StockHeld inTrust · DeferredCompensationLiability · TotalShareholders’Equity | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| IssuedShares · Amount | |||||||||
| Balance at August 31, 2023 | 83,761 | $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 | 2 | — | 51 | — | — | — | — | — | 51 |
| Vesting of equity awards | 118 | 23 | (23) | — | — | — | — | — | — |
| Cash dividend ($0.04 per share) | — | — | — | — | 21 | — | — | — | 21 |
| Treasury stock repurchases | — | — | — | (26,116) | — | — | — | — | (26,116) |
| Stock based compensation expense | — | — | 2,717 | — | — | — | — | — | 2,717 |
| Stock option exercises | 83 | 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 trust | 3 | 1 | 89 | — | — | — | (92) | 92 | 90 |
| Balance at November 30, 2023 | 83,967 | 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 | 1 | — | 35 | — | — | — | — | — | 35 |
| Vesting of equity awards | 105 | 21 | (21) | — | — | — | — | — | — |
| Stock based compensation expense | — | — | 2,810 | — | — | — | — | — | 2,810 |
| Stock option exercises | 21 | 5 | 472 | — | — | — | — | — | 477 |
| Tax effect related to net share settlement of equity awards | — | — | (953) | — | — | — | — | — | (953) |
| Stock issued to, acquired for and distributed from rabbi trust | 26 | 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, 2024 | 54,253 | $10,851 | $226,075 | $— | $222,047 | $(122,047) | $(3,777) | $3,777 | $336,926 |
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 Ended | Six Months Ended | |||
|---|---|---|---|---|
| February 28, 2025 | February 29, 2024 | February 28, 2025 | February 29, 2024 | |
| Earnings before income tax expense | $27,699 | $25,267 | $55,575 | $49,241 |
| Income tax expense | 6,798 | 7,396 | 12,951 | 13,064 |
| Effective income tax rate | 24.5% | 29.3% | 23.3% | 26.5% |
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 28, 2025 was 24.5%, compared to 29.3% 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 lower effective tax rate for the three months ended February 28, 2025 was primarily driven by the more favorable tax impact of stock compensation in comparison to the prior period. Both the current and prior-year effective income tax rates include the impact of non-recurring items.
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 Ended | Six Months Ended | |||
|---|---|---|---|---|
| February 28, 2025 | February 29, 2024 | February 28, 2025 | February 29, 2024 | |
| Net Sales by Reportable Segment & Product Line | ||||
| IT&S Segment | ||||
| Product | $113,880 | $107,942 | $219,966 | $212,862 |
| Service & Rental | 26,836 | 26,880 | 60,884 | 58,994 |
| 140,716 | 134,822 | 280,850 | 271,856 | |
| Other Segment | 4,812 | 3,615 | 9,874 | 8,550 |
| $145,528 | $138,437 | $290,724 | $280,406 | |
| Operating Profit (Loss) | ||||
| IT&S Segment | $38,736 | $37,415 | $76,728 | $72,980 |
| Other Segment | 1,301 | (79) | 2,620 | 1,892 |
| Corporate | (9,217) | (7,815) | (17,396) | (16,688) |
| $30,820 | $29,521 | $61,952 | $58,184 | |
| February 28, 2025 | August 31, 2024 | |
|---|---|---|
| Assets | ||
| IT&S Segment | $642,924 | $613,797 |
| Other Segment | 26,576 | 26,533 |
| Corporate | 107,127 | 136,998 |
| $776,627 | $777,328 | |
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$4.0 million and surety bonds of$3.8 million at February 28, 2025 and$4.4 million of letters of credit and$3.8 million of surety bonds at August 31, 2024, 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 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 28, 2025. 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 liabil ities during thesix months ended February 28, 2025.
The components of lease expense were as follows (in thousands):
| Three Months Ended | Six Months Ended | |||
|---|---|---|---|---|
| February 28, 2025 | February 29, 2024 | February 28, 2025 | February 29, 2024 | |
| Lease Cost: | ||||
| Operating lease cost | $3,070 | $3,209 | $6,170 | $6,185 |
| Short-term lease cost | 409 | 524 | 880 | 1,109 |
| Variable lease cost | 1,159 | 731 | 2,078 | 1,650 |
Supplemental cash flow and other information related to leases were as follows (in thousands):
| Six Months Ended | ||
|---|---|---|
| February 28, 2025 | February 29, 2024 | |
| Cash paid for amounts included in the measurement of lease liabilities: | ||
| Operating cash flows from operating leases | $5,970 | $6,081 |
| Right-of-use assets obtained in exchange for new lease liabilities: | ||
| Operating leases | 1,573 | 2,197 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.