ENERPAC TOOL GROUP CORP 10-K

Item 8. Financial Statements and Supplementary Data Page INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Reports of Independent Registered Public Accounting Firm (Ernst & Young LLP: PCAOB ID 42 ) 30 Consolidated Statements of Earnings for the years ended August 31, 202 4 , 202 3 and 20 2 2 33 Consolidated Statements of Comprehensive Income (Loss) for the years ended August 31, 202 4 , 202 3 and 20 2 2 34 Consolidated Balance Sheets as of August 31, 202 4 and 20 23 35 Consolidated Statements of Cash Flows for the years ended August 31, 202 4 , 202 3 and 20 2 2 36 Consolidated Statements of Shareholders’ Equity for the years ended August 31, 202 4 , 202 3 and 20 2 2 37 Notes to C onsolidated F inancial S tatements 38 INDEX TO FINANCIAL STATEMENT SCHEDULE Schedule II—Valuation and Qualifying Accounts for the years ended August 31, 202 4 , 202 3 and 20 2 2 60 All other schedules are omitted because they are not applicable, not required or because the required information is included in the consolidated financial statements or notes thereto. 29 Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of Enerpac Tool Group Corp. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Enerpac Tool Group Corp. (the Company) as of August 31, 2024 and 2023, the related consolidated statements of earnings, comprehensive statement of income (loss), shareholders’ equity and cash flows for each of the three years in the period ended August 31, 2024, and the related notes and financial statement schedule listed in the Index at Item 15(a)(2) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at August 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended August 31, 2024, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of August 31, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated October 21, 2024 expressed an unqualified opinion thereon. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosure to which it relates. 30 Valuation of Goodwill within the IT&S Segment Description of the Matter At August 31, 2024, the Company’s consolidated goodwill balance was $269.6 million. Goodwill associated with the IT&S segment was $256.0 million. As disclosed in Note 1 to the financial statements, Management tests goodwill for impairment annually during the fourth quarter, or more frequently if events or changes in circumstances indicate that goodwill might be impaired. In estimating fair value, management utilizes a discounted cash flow model, which is dependent on a number of assumptions, most significantly forecasted revenues and operating profit margins, and the weighted average cost of capital. Auditing management’s goodwill impairment test within the IT&S segment was complex and highly judgmental due to the significant estimation required to determine the fair value of certain reporting units evaluated for impairment using a quantitative assessment. In particular, the fair value estimate was sensitive to significant assumptions over forecasted revenues, operating profit margins, and the weighted average cost of capital. How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s goodwill impairment review process, including controls over management's review of the significant assumptions used to develop the fair value estimates and controls over the completeness and accuracy of the underlying data used in the valuation. To test the estimated fair value of the Company’s reporting units evaluated for impairment using a quantitative assessment within the IT&S segment, we performed audit procedures that included, among others, assessing methodologies and testing the significant assumptions discussed above and the completeness and accuracy of the underlying data used by the Company in its analysis. We also involved our valuation specialists to review certain significant assumptions. We compared the significant assumptions used by management to current industry and economic trends. We assessed the historical accuracy of management’s estimates and performed sensitivity analyses of significant assumptions to evaluate the changes in the fair value of the reporting units that would result from changes in the assumptions. We reconciled the fair value of the reporting units in the IT&S segment to their carrying value and tested the Company’s determination of the assets and liabilities used within the reporting units that are the basis for the carrying value. In addition, we tested management’s reconciliation of the fair value of all the reporting units to the market capitalization of the Company and assessed the adequacy of the Company’s goodwill valuation disclosures. /s/ Ernst & Young LLP We have served as the Company’s auditor since 2020. Milwaukee, Wisconsin October 21, 2024 31 Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of Enerpac Tool Group Corp. Opinion on Internal Control Over Financial Reporting We have audited Enerpac Tool Group Corp. ’ s internal control over financial reporting as of August 31, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Enerpac Tool Group Corp. (the Company) maintained, in all material respects, effective internal control over financial reporting as of August 31, 2024, based on the COSO criteria. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of August 31, 2024 and 2023, the related consolidated statements of earnings, comprehensive income (loss), shareholders’ equity and cash flows for each of the three years in the period ended August 31, 2024, and the related notes and financial statement schedule listed in the Index at Item 15(a)(2) and our report dated October 21, 2024 expressed an unqualified opinion thereon. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Ernst & Young LLP Milwaukee, Wisconsin October 21, 2024 32 ENERPAC TOOL GROUP CORP. CONSOLIDATED STATEMENTS OF EARNINGS (in thousands, except per share amounts) Year Ended August 31, 2024 2023 2022 Net sales Product $ 474,004 $ 490,629 $ 454,126 Service & rental 115,506 107,575 117,097 Total net sales 589,510 598,204 571,223 Cost of products sold Product 212,847 235,403 232,497 Service & rental 75,652 67,762 73,338 Total cost of products sold 288,499 303,165 305,835 Gross profit 301,011 295,039 265,388 Selling, general and administrative expenses 168,565 205,064 216,874 Amortization of intangible assets 3,312 5,112 7,306 Restructuring charges 7,400 7,096 8,135 Impairment & divestiture charges (benefit) 147 ( 6,155 ) 2,413 Operating profit 121,587 83,922 30,660 Financing costs, net 13,524 12,389 4,386 Other expense, net 2,544 2,635 2,282 Earnings before income tax expense 105,519 68,898 23,992 Income tax expense 23,312 15,249 4,401 Net earnings from continuing operations 82,207 53,649 19,591 Earnings (loss) from discontinued operations, net of income taxes 3,542 ( 7,088 ) ( 3,905 ) Net earnings $ 85,749 $ 46,561 $ 15,686 Earnings per share from continuing operations Basic $ 1.51 $ 0.95 $ 0.33 Diluted $ 1.50 $ 0.94 $ 0.33 Earnings (loss) per share from discontinued operations Basic $ 0.07 $ ( 0.13 ) $ ( 0.07 ) Diluted $ 0.06 $ ( 0.12 ) $ ( 0.07 ) Earnings per share Basic $ 1.58 $ 0.82 $ 0.26 Diluted $ 1.56 $ 0.82 $ 0.26 Weighted average common shares outstanding Basic 54,336 56,680 59,538 Diluted 54,862 57,117 59,909 The accompanying notes are an integral part of these consolidated financial statements. 33 ENERPAC TOOL GROUP CORP. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (in thousands) Year Ended August 31, 2024 2023 2022 Net income $ 85,749 $ 46,561 $ 15,686 Other comprehensive income (loss), net of tax Foreign currency translation adjustments 3,053 12,887 ( 46,092 ) Cash flow hedges 552 ( 375 ) — Pension and other postretirement benefit plans 1,207 1,239 4,115 Total other comprehensive income (loss), net of tax 4,812 13,751 ( 41,977 ) Comprehensive income (loss) $ 90,561 $ 60,312 $ ( 26,291 ) The accompanying notes are an integral part of these consolidated financial statements. 34 ENERPAC TOOL GROUP CORP. CONSOLIDATED BALANCE SHEETS (in thousands, except share and per share amounts) August 31, 2024 2023 A S S E T S Current assets Cash and cash equivalents $ 167,094 $ 154,415 Accounts receivable, net 104,335 97,649 Inventories, net 72,887 74,765 Other current assets 27,942 28,811 Total current assets 372,258 355,640 Property, plant and equipment, net 40,285 38,968 Goodwill 269,597 266,494 Other intangible assets, net 36,058 37,338 Other long-term assets 59,130 64,157 Total assets $ 777,328 $ 762,597 L I A B I L I T I E S A N D S H A R E H O L D E R S’ E Q U I T Y Current Liabilities Trade accounts payable $ 43,368 $ 50,483 Accrued compensation and benefits 25,856 33,194 Current maturities of long-term debt 5,000 3,750 Income taxes payable 5,321 3,771 Other current liabilities 49,848 56,922 Total current liabilities 129,393 148,120 Long-term debt, net 189,503 210,337 Deferred income taxes 3,696 5,667 Pension and postretirement benefit liabilities 10,073 10,247 Other long-term liabilities 52,684 61,606 Total liabilities 385,349 435,977 Shareholders’ equity Class A common stock, $0.20 par value per share, authorized 168,000,000 shares, issued 54,234,660 and 83,760,798 shares, respectively 10,847 16,752 Additional paid-in capital 235,660 220,472 Treasury stock, at cost, 0 and 28,772,715 shares, respectively — ( 800,506 ) Retained earnings 261,870 1,011,112 Accumulated other comprehensive loss ( 116,398 ) ( 121,210 ) Stock held in trust ( 3,777 ) ( 3,484 ) Deferred compensation liability 3,777 3,484 Total shareholders' equity 391,979 326,620 Total liabilities and shareholders' equity $ 777,328 $ 762,597 The accompanying notes are an integral part of these consolidated financial statements. 35 ENERPAC TOOL GROUP CORP. CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Year Ended August 31, 2024 2023 2022 Operating Activities Net earnings $ 85,749 $ 46,561 $ 15,686 Less: Net earnings (loss) from discontinued operations 3,542 ( 7,088 ) ( 3,905 ) Net earnings from continuing operations 82,207 53,649 19,591 Adjustments to reconcile net earnings from continuing operations to net cash provided by operating activities - continuing operations: Impairment & divestiture charges (benefit) 147 ( 6,155 ) 2,413 Depreciation and amortization 13,275 16,313 19,600 Stock-based compensation expense 10,931 8,574 13,619 Provision (benefit) for deferred income taxes 435 460 ( 5,291 ) Amortization of debt issuance costs 586 902 480 Provision for bad debts 327 803 13,856 Other non-cash charges (benefits) 108 1,569 ( 344 ) Changes in components of working capital and other, excluding acquisitions and divestitures: Accounts receivable ( 6,479 ) 5,169 ( 23,753 ) Inventories 3,577 4,539 ( 16,036 ) Trade accounts payable ( 7,445 ) ( 21,867 ) 9,658 Prepaid expenses and other assets 2,183 ( 3,764 ) 12,545 Income tax accounts 4,548 9,933 4,022 Accrued compensation and benefits ( 7,198 ) 11,288 1,267 Other accrued liabilities ( 13,186 ) ( 2,840 ) 619 Cash provided by operating activities - continuing operations 84,016 78,573 52,246 Cash used in operating activities - discontinued operations ( 2,697 ) ( 970 ) ( 510 ) Cash provided by operating activities 81,319 77,603 51,736 Investing Activities Capital expenditures ( 11,411 ) ( 9,400 ) ( 8,417 ) Proceeds from sale of property, plant and equipment — 685 1,176 Working capital adjustment from the sale of business ( 1,133 ) — — Purchase of business assets ( 1,402 ) — — Proceeds from sale of business, net of transaction costs — 20,057 — Cash (used in) provided by investing activities - continuing operations ( 13,946 ) 11,342 ( 7,241 ) Cash (used in) provided by investing activities ( 13,946 ) 11,342 ( 7,241 ) Financing Activities Borrowings on revolving credit facility 62,743 69,000 85,000 Principal repayments on revolving credit facility ( 78,743 ) ( 53,000 ) ( 60,000 ) Principal repayments on term loan ( 3,750 ) ( 1,250 ) — Proceeds from issuance of term loan — 200,000 — Payment for redemption of revolver — ( 200,000 ) — Swingline (repayments) borrowings, net — ( 4,000 ) 4,000 Payment of debt issuance costs — ( 2,486 ) — Purchase of treasury shares ( 38,354 ) ( 57,662 ) ( 75,112 ) Stock options, taxes paid related to the net share settlement of equity awards & other 4,016 ( 1,458 ) ( 3,681 ) Payment of cash dividend ( 2,178 ) ( 2,274 ) ( 2,409 ) Cash used in financing activities - continuing operations ( 56,266 ) ( 53,130 ) ( 52,202 ) Cash used in financing activities ( 56,266 ) ( 53,130 ) ( 52,202 ) Effect of exchange rate changes on cash 1,572 ( 2,099 ) ( 11,946 ) Net increase (decrease) from cash and cash equivalents 12,679 33,716 ( 19,653 ) Cash and cash equivalents - beginning of period 154,415 120,699 140,352 Cash and cash equivalents - end of period $ 167,094 $ 154,415 $ 120,699 The accompanying notes are an integral part of these consolidated financial statements. 36 ENERPAC TOOL GROUP CORP. CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (in thousands) Common Stock Additional 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, 2021 83,022 $ 16,604 $ 202,971 $ ( 667,732 ) $ 953,339 $ ( 92,984 ) $ ( 3,067 ) $ 3,067 $ 412,198 Net earnings — — — — 15,686 — — — 15,686 Other comprehensive loss, net of tax — — — — — ( 41,977 ) — — ( 41,977 ) Stock contribution to employee benefit plans and other 15 3 266 — — — — — 269 Vesting of equity awards 350 70 ( 70 ) — — — — — — Cash dividend ($0.04 per share) — — — — ( 2,274 ) — — — ( 2,274 ) Treasury stock repurchases — — — ( 75,112 ) — — — — ( 75,112 ) Stock based compensation expense — — 13,619 — — — — — 13,619 Tax effect related to net share settlement of equity awards — — ( 3,950 ) — — — — — ( 3,950 ) Stock issued to, acquired for and distributed from rabbi trust 10 2 150 — — — ( 142 ) 142 152 Balance at August 31, 2022 83,397 16,679 212,986 ( 742,844 ) 966,751 ( 134,961 ) ( 3,209 ) 3,209 318,611 Net earnings — — — — 46,561 — — — 46,561 Other comprehensive income, net of tax — — — — — 13,751 — — 13,751 Stock contribution to employee benefit plans and other 9 2 191 — — — — — 193 Vesting of equity awards 273 54 ( 54 ) — — — — — — Cash dividend ($0.04 per share) — — — — ( 2,200 ) — — — ( 2,200 ) Treasury stock repurchases — — — ( 57,662 ) — — — — ( 57,662 ) Stock based compensation expense — — 8,699 — — — — — 8,699 Stock option exercises 43 8 965 — — — — — 973 Tax effect related to net share settlement of equity awards — — ( 2,624 ) — — — — — ( 2,624 ) Stock issued to, acquired for and distributed from rabbi trust 39 9 309 — — — ( 275 ) 275 318 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 — — — — 85,749 — — — 85,749 Other comprehensive income, net of tax — — — — — 4,812 — — 4,812 Stock contribution to employee benefit plans and other 7 2 227 — — — — — 229 Vesting of equity awards 238 47 ( 47 ) — — — — — — Cash dividend ($0.04 per share) — — — — ( 2,148 ) — — — ( 2,148 ) Stock based compensation expense — — 10,931 — — — — — 10,931 Stock option exercises 281 56 6,851 — — — — — 6,907 Tax effect related to net share settlement of equity awards — — ( 3,122 ) — — — — — ( 3,122 ) Stock issued to, acquired for and distributed from rabbi trust 30 7 348 — — — ( 293 ) 293 355 Treasury stock repurchases — — — ( 38,354 ) — — — — ( 38,354 ) Treasury stock retired ( 30,082 ) ( 6,017 ) — 838,860 ( 832,843 ) — — — — Balance at August 31, 2024 54,235 $ 10,847 $ 235,660 $ — $ 261,870 $ ( 116,398 ) $ ( 3,777 ) $ 3,777 $ 391,979 The accompanying notes are an integral part of these consolidated financial statements. 37 ENERPAC TOOL GROUP CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 1. Summary of Significant Accounting Policies Nature of Operations: 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 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 refinery/petrochemical; general industrial; industrial MRO; machining & manufacturing; power generation; infrastructure; mining and other markets Consolidation and Presentation: T he consolidated financial statements include the accounts of the Company and its subsidiaries, all of which are wholly owned. The results of companies acquired or disposed of during the year are included in the consolidated financial statements from the effective date of acquisition or until the date of divestiture. All intercompany balances, transactions and profits have been eliminated in consolidation. The terms the "Company," "we," and "our" refer to Enerpac Tool Group Corp. and its subsidiaries, unless the context requires that such terms refer only to Enerpac Tool Group Corp. Reference to fiscal years, such as "fiscal 2024," are to the fiscal year ending on August 31 of the specified year. 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 represented a strategic shift in our operations, and accordingly the results of the former EC&S segment through the date of divestiture and subsequent impacts to the financial results from retained liabilities are recorded in "Earnings (loss) from discontinued operations, net of income taxes" within the Consolidated Statements of Earnings. On July 11, 2023, the Company completed the sale of the Cortland Industrial business, which had been included in the Other operating segment. Cash Equivalents: The Company considers all highly liquid investments with orig inal maturities of 90 days or less to be cash equivalents. Inventories: Inventories are comprised of material, direct labor and manufacturing overhead. A portion of inventory is recorded on the first-in, first-out or average cost method and is stated at the lower of cost or net realizable value. A portion of U.S. owned inventory is determined using the last-in, first-out (“LIFO”) method ( 48.7 % and 48.1 % of total inventories as of August 31, 2024 and 2023, respectively). If the LIFO method were not used, inventory balances would be higher than reported amounts in the consolidated balance sheets by $ 17.8 million and $ 17.6 million at August 31, 2024 and 2023, respectively. The nature of the Company’s products is such that they generally have a very short production cycle. Consequently, the amount of work-in-process at any point in time is minimal. In addition, many parts or components are ultimately either sold individually or assembled with other parts making a distinction between raw materials and finished goods impractical to determine. Certain locations maintain and manage their inventories using a job cost system where the distinction of categories of inventory by state of completion is also not available. As a result of these factors, it is neither practical nor cost effective to segregate the amounts of raw materials, work-in-process or finished goods inventories at the respective balance sheet dates, as segregation would only be possible as the result of physical inventories which are taken at dates different from the balance sheet dates. Property, Plant and Equipment: Property, plant and equipment are stated at cost. Plant and equipment are depreciated on a straight-line basis over the estimated useful lives of the assets, ranging from ten to forty years for buildings and improvements and two to fifteen years for machinery and equipment. Equipment includes assets which are rented to customers of the IT&S segment. Leasehold improvements are amortized over the shorter of the life of the related asset or the term of the lease. Depreciation expense was $ 10.0 million, $ 11.2 million and $ 12.3 million for the years ended August 31, 2024, 2023 and 2022, respectively. The following is a summary of the Company's components of property, plant and equipment (in thousands): August 31, 2024 2023 Land, buildings and improvements $ 14,670 $ 14,070 Machinery and equipment 145,604 136,566 Gross property, plant and equipment 160,274 150,636 Less: Accumulated depreciation ( 119,989 ) ( 111,668 ) Property, plant and equipment, net $ 40,285 $ 38,968 Leases: We determine if an arrangement contains a lease in whole or in part at the inception of the contract and identify classification of the lease as financing or operating. We account for the underlying operating lease asset at the individual lease level. Operating leases are recorded as operating lease right-of-use (“ROU”) assets in “Other long-term assets” and operating lease liabilities in “Other current liabilities” and “Other long-term liabilities” on the Consolidated Balance Sheets. 38 ENERPAC TOOL GROUP CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) All leases greater than 12 months result in recognition of a ROU asset and a liability at the lease commencement date and are recorded at the present value of the future minimum lease payments over the lease term. The lease term is equal to the initial term at commencement plus any renewal or extension options that the Company is reasonably certain will be exercised. ROU assets at the date of commencement are equal to the amount of the initial lease liability, the initial direct costs incurred by the Company and any prepaid lease payments less any incentives received. Lease expense for operating leases is recognized on a straight-line basis over the lease term or remaining useful life. As most of our leases do not provide the information required to determine the implicit rate, we utilize a consolidated group incremental borrowing rate for all leases as the Company has centralized treasury operations. The incremental borrowing rate is derived through a combination of inputs such as the Company's credit rating, impact of collaborated borrowing capabilities and lease term. Leases with the duration of less than one-year are not recognized on the balance sheet and are expensed on a straight-line basis over the lease term. In addition, we do not separate lease components from non-lease components for all asset classes. Goodwill and Other Intangible Assets: G oodwill and other intangible assets with indefinite lives are not subject to amortization, but are subject to annual impairment testing. Other intangible assets with definite lives, consisting primarily of purchased customer relationships, patents, trademarks and tradenames, are amortized over periods from one to twenty-five years. The Company’s goodwill is tested for impairment annually, during the fourth quarter, or more frequently if events or changes in circumstances indicate that goodwill might be impaired. The Company performs impairment reviews for its reporting units using a fair value method based on management’s judgments and assumptions. In estimating the fair value, the Company utilizes a discounted cash flow model, which is dependent on a number of assumptions, most significantly forecasted revenues and operating profit margins, and the weighted average cost of capital, or a market value approach if appropriate information is available as of the goodwill impairment assessment date. The estimated fair value of the reporting unit is compared to the carrying amount of the reporting unit, including goodwill. If the carrying value of the reporting unit exceeds its fair value, an impairment loss is recorded and should not exceed the total amount of the goodwill allocated to the reporting unit. Indefinite-lived intangible assets are also subject to an annual impairment test. On an annual basis, or more frequently if events or changes in circumstances indicate that the asset might be impaired, the fair value of the indefinite-lived intangible assets are evaluated by the Company to determine if an impairment charge is required. A considerable amount of management judgment is required in performing impairment tests, principally in determining the fair value of each reporting unit and the indefinite-lived intangible assets. Product Warranty Costs : The Company generally offers its customers an assurance warranty on products sold, although warranty periods may vary by pr oduct type and application. The reserve for future warranty claims, which is recorded within the "Other current liabilities" line on the 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 fiscal 2024 and 2023 (in thousands): August 31, 2024 2023 Beginning balance $ 856 $ 1,140 Provision for warranties 371 418 Warranty payments and costs incurred ( 699 ) ( 723 ) Warranty activity for divested businesses — ( 10 ) Impact of changes in foreign currency rates 6 31 Ending balance $ 534 $ 856 Revenue from Contracts with Customers: The Company recognizes revenue when it satisfies a performance obligation in a contract by transferring control of a distinct good or service to a customer. A contract’s transaction price is allocated to each distinct performance obligation and revenue is measured based on the consideration that the Company expects to be entitled to in exchange for the goods or services transferred. When contracts include multiple products or services to be delivered to the customer, the consideration for each element is generally allocated on the standalone transaction prices of the separate performance obligations, using the adjusted market assessment approach. Under normal circumstances, the Company invoices the customer once transfer of control has occurred and has a right to payment. The typical payment terms vary based on the customer and the types of goods and services in the contract. The period of time between invoicing and when payment is due is not significant, as our standard payment terms are less than one year. Amounts billed and due from customers are classified as receivables on the Consolidated Balance Sheets. Customer sales are recorded net of allowances for returns and discounts, which are recognized as a deduction from sales at the time of sale. The Company commits to one-time or on-going trade discounts and promotions with customers that require the Company to estimate and accrue the ultimate costs of such programs. The Company generally does not require collateral or 39 ENERPAC TOOL GROUP CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) other security for receivables and provides for an allowance for credit losses based on historical experience and a review of its existing receivables. Accounts receivable are stated net of an allowance for credit losses of $ 15.9 million and $ 16.8 million at August 31, 2024 and 2023, respectively. Taxes Collected: Taxes collected by the Company from a customer concurrent with revenue-producing activities are excluded from "Net sales" within the Consolidated Statements of Earnings. Shipping and Handling Costs: The Company records costs associated with shipping its products after control over a product has transferred to a customer and are accounted for as fulfillment costs. These costs are reported in the Consolidated Statements of Earnings in "Cost of products sold." Research and Development Costs: Research and development costs consist primarily of engineering and development resources and are expensed as incurred. Such costs incurred in the development of new products or significant improvements to existing products were $ 12.4 million , $ 9.0 million and $ 7.3 million in fiscal 2024, 2023 and 2022, respectively. The Company also incurs significant costs in connection with fulfilling custom orders an d developing solutions for unique customer needs which are not included in these research and development expense totals. Other Income/Expense: Other income and expense primarily consists of net foreign currency exchange transaction losses of $ 2.1 million, $ 2.1 million and $ 1.5 million in fiscal 2024, 2023 and 2022, respectively. Financing Costs: Financing costs represent interest expense, financing fees and amortization of debt issuance costs, net of interest income. Interest income was $ 2.5 million, $ 2.6 million and $ 1.3 million for fiscal 2024, 2023 and 2022, respectively. Income Taxes: T he provision for income taxes includes federal, state, local and non-U.S. taxes on income. Tax credits, primarily for non-U.S. earnings, are recognized as a reduction of the provision for income taxes in the year in which they are available for U.S. tax purposes. Deferred taxes are provided on temporary differences between assets and liabilities for financial and tax reporting purposes as measured by enacted tax rates expected to apply when temporary differences are settled or realized. Future tax benefits are recognized to the extent that realization of those benefits is considered to be more likely than not. A valuation allowance is established for deferred tax assets for which realization is not more likely than not of being realized. The Company's general policy is for non-U.S. subsidiary earnings to be indefinitely reinvested to the extent the remittance results in an incremental U.S. tax liability. However, the Company routinely analyzes the factors surrounding global cash needs and future cash utilization to determine if exceptions exist and establishes deferred tax liabilities for associated future tax costs. The Company recognizes interest and penalties related to unrecognized tax benefits in income tax expense and treats any taxes due on future U.S. inclusions in taxable income under the Global Intangible Low-Taxed Income ("GILTI") provision as a current period tax expense. Foreign Currency Translation: The financial statements of the Company’s foreign operations are translated into U.S. dollars using the exchange rate at each balance sheet date for assets and liabilities and an appropriate weighted average exchange rate for each applicable period within the Consolidated Statements of Earnings. Translation adjustments are reflected in the Consolidated Balance Sheets and Consolidated Statements of Shareholders' Equity caption “Accumulated other comprehensive loss.” Accumulated Other Comprehensive Loss: The following is a summary of the components included within accumulated other comprehensive loss (in thousands): August 31, 2024 2023 Foreign currency translation adjustments $ 99,215 $ 102,268 Pension and other postretirement benefit plans 17,187 18,394 Cash flow hedges ( 4 ) 548 Accumulated other comprehensive loss $ 116,398 $ 121,210 Use of Estimates: Th e preparation of financial statements in conformity with generally accepted accounting principles in the United States ("US GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. The Company regularly evaluates the estimates and assumptions related to the allowance for credit losses, inventory valuation, warranty reserves, goodwill, intangible and long-lived asset valuations, employee benefit plan liabilities, over-time revenue recognition, income tax liabilities, deferred tax assets and related valuation allowances, uncertain tax positions, restructuring reserves, and litigation and other loss contingencies. The Company manages the profitability of its product and service & rental categories on a combined basis given the complexity of the business model. This model includes providing integrated product and service solutions resulting in facilities that generate revenues from both product and service & rental categories, which also have indirect and facility overhead costs 40 ENERPAC TOOL GROUP CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) included in cost of sales. As such, judgment and estimates are required to disaggregate product and service & rental cost of sales including allocating indirect and facility overhead costs between cost of product sales and the cost of service & rental sales. Changes in these judgments and estimates could materially change the allocation of the indirect and facility overhead costs to the different sales categories and the resulting ratio of cost of sales to net sales by category. Because the sales mix heavily favors the product category, a change in the mix of cost of sales between the sales categories would have a more significant impact on the ratio of cost of sales to net sales for the service & rental category. 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 rope solutions 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 these customized 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 one 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 15, "Business Segment, Geographic and Customer 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): Year Ended August 31, 2024 2023 2022 Revenues recognized at point in time $ 456,890 $ 482,506 $ 442,832 Revenues recognized over time 132,620 115,698 128,391 Total $ 589,510 $ 598,204 $ 571,223 Contract Balances The Company's contract assets and liabilities are as follows (in thousands): August 31, 2024 2023 Receivables, which are included in accounts receivable, net $ 104,335 $ 97,649 Contract assets, which are included in other current assets 4,531 3,989 Contract liabilities, which are included in other current liabilities 2,329 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 receiva bles less an allowance for credit losses. The Company maintains an allowance for credit losses 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 41 ENERPAC TOOL GROUP CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) receivables that will not be collected in the future and records the appropriate provision. The allowance for credit losses was $ 15.9 million and $ 16.8 million at August 31, 2024 and 2023, respectively. As indicated in the "Concentration of Credit Risk" section below, as of August 31, 2024 and 2023, the Company was exposed to a concentration of credit risk with an agent as a result of its continued payment delinquency. During the year ended August 31, 2022, the Company recorded through bad debt expense (included in "Selling, general and administrative expenses" ("SG&A expenses") in the Condensed Consolidated Statements of Earnings) a reserve of $ 13.2 million based on the consideration of the factors listed below, which fully reserves for the outstanding account receivable balance for this agent. The allowance for credit losses for this particular agent remained unchanged as of August 31, 2024 represents management's best estimate of the amount probable of collection and considers various factors with 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 August 31, 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 10.9 % of the Company's outstanding accounts receivable. As of August 31, 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 August 31, 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 $ 2.3 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 start of its ASCEND transformation program, initially estimating an incremental $ 40 to $ 50 million of annual operating profit once fully implemented. 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. At the time the company anticipated investing $ 60 to $ 65 million through the end of fiscal 2024 to complete these actions. In June 2022, the Company approved a restructuring plan in connection with the initiatives identified as part of the ASCEND transformation program to drive greater efficiency and productivity in global selling, general and administrative 42 ENERPAC TOOL GROUP CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) 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. (see Note 4, “Restructuring Charges” in the notes to the consolidated financial statements). These costs were incorporated into the initial investment of $ 60 to $ 65 million. In September 2022, the Company approved an update to the restructuring plan to a range of $ 10 to $ 15 million; these costs were still incorporated into the initial investment value and the range did not change at that time. In March 2023, the investment range increased from the initial $ 60 to $ 65 million, to $ 70 to $ 75 million inclusive of the $ 10 to $ 15 million of the previously announced restructuring over the life of the program. The following summarizes ASCEND transformation charges (in thousands): Year-Ended August 31, 2024 2023 2022 Program to Date ASCEND Expense recorded in Cost of products sold $ 1,018 $ 924 $ 6 $ 1,948 ASCEND Expense recorded in SG&A expenses 6,029 34,495 13,610 54,134 Total ASCEND Expense 7,047 35,419 13,616 56,082 Recorded with Restructuring charges 7,843 7,719 3,050 18,612 Total ASCEND Transformation Charges $ 14,890 $ 43,138 $ 16,666 $ 74,694 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. During fiscal 2019, the Company announced a restructuring plan focused on (i) the integration of the Enerpac and Hydratight businesses (IT&S segment), (ii) the strategic exit of certain commodity-type services in our North America Services operations (IT&S segment) and (iii) driving efficiencies within the overall corporate structure, with further expansion in fiscal 2020 and fiscal 2022. The Company recorded $ 5.2 million of charges for the year ended August 31, 2022 in order to further simplify and streamline the organizational structure. The total cumulative charges for the 2019 plan, which ended in the third quarter of fiscal 2022, were $ 18.0 million. 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 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. In September 2022, the Company approved an update to the restructuring plan to a range of $ 10 to $ 15 million; these costs were still incorporated into the initial investment value and the range did not change at that time. For the year ended August 31, 2024, 2023 and 2022, the Company recorded $ 7.8 million, $ 7.7 million and $ 3.1 million, respectively, of restructuring charges associated with the ASCEND transformation program. The total cumulative charges for the ASCEND transformation program, which ended in the fourth quarter of fiscal 2024, that related to restructuring were $ 18.6 million. 43 ENERPAC TOOL GROUP CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) The following summarizes restructuring reserve activity (which for the year ended August 31, 2023 excludes $ 0.6 million of charges associated with ASCEND transformation plan for Corporate associated with the accelerated vesting of equity awards which has no impact on the restructuring reserve) (in thousands): Year Ended August 31, 2024 IT&S Corporate Balance as of August 31, 2023 $ 2,238 $ 74 Restructuring charges 7,244 552 Cash payments ( 5,352 ) ( 429 ) Other non-cash uses of reserve ( 635 ) — Impact of changes in foreign currency rates 32 — Balance as of August 31, 2024 $ 3,527 $ 197 Year Ended August 31, 2023 2019 Plan ASCEND Plan IT&S Corporate IT&S Corporate Balance as of August 31, 2022 $ 212 $ 6 $ 2,008 $ 797 Restructuring charges ( 32 ) ( 6 ) 6,035 1,054 Cash payments ( 99 ) — ( 5,453 ) ( 1,779 ) Other non-cash uses of reserve ( 84 ) — ( 498 ) — Impact of changes in foreign currency rates 3 — 146 2 Balance as of August 31, 2023 $ — $ — $ 2,238 $ 74 Total restructuring charges (inclusive of the Other operating segment) for the years ended August 31, 2024 and 2023 were $ 7.8 million and $ 7.7 million, respectively, which included approximately $ 0.4 million and $ 0.6 million of charges being reported in the Consolidated Statements of Operations in "Cost of products sold," with the balance of the charges reported on "Restructuring charges." Total restructuring charges (inclusive of the Other operating segment) being reported in "Restructuring charges " were $ 8.1 million for the year ended August 31, 2022. Note 5. Discontinued Operations and Other Divestiture Activities Discontinued Operations 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 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 "Earnings (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 "Earnings (loss) from discontinued operations, net of income taxes" within the Consolidated Statements of Earnings (in thousands): Year Ended August 31, 2024 2023 2022 Selling, general and administrative (benefit) expenses $ ( 6,054 ) $ 10,069 $ 4,842 Impairment & divestiture benefit — ( 1,530 ) — Operating income (loss) 6,054 ( 8,539 ) ( 4,842 ) Other income, net — 372 — Earnings (loss) before income tax benefit 6,054 ( 8,911 ) ( 4,842 ) Income tax expense (benefit) 2,512 ( 1,823 ) ( 937 ) Earnings (loss) from discontinued operations, net of income taxes $ 3,542 $ ( 7,088 ) $ ( 3,905 ) 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 44 ENERPAC TOOL GROUP CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) capital negotiations in the first quarter of fiscal 2024. The historical results of the Cortland Industrial business (which had net sales of $ 22.7 million, and $ 26.2 million for the year ended August 31, 2023 and 2022, respectively) 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 years ended August 31, 2024 and 2023 by operating segment are as follows (in thousands): IT&S Other Total Balance as of August 31, 2022 $ 246,740 $ 11,209 $ 257,949 Impact of changes in foreign currency rates 8,546 — 8,546 Balance as of August 31, 2023 255,285 11,209 266,494 Impact of changes in foreign currency rates 3,103 — 3,103 Balance as of August 31, 2024 $ 258,388 $ 11,209 $ 269,597 The gross carrying value and accumulated amortization of the Company’s intangible assets are as follows (in thousands): Weighted Average Amortization Period (Year) August 31, 2024 August 31, 2023 Gross Accumulated Amortization Net Book Value Gross Accumulated Amortization Net Book Value Amortizable intangible assets: Customer relationships 14 $ 109,582 $ 99,530 $ 10,052 $ 108,292 $ 95,395 $ 12,897 Patents 13 9,916 9,408 508 9,769 9,210 559 Trademarks and tradenames 14 2,764 2,308 456 2,734 2,197 537 Indefinite lived intangible assets: Tradenames N/A 25,042 — 25,042 23,345 — 23,345 $ 147,304 $ 111,246 $ 36,058 $ 144,140 $ 106,802 $ 37,338 The Company estimates amortization expense for future years to be: $ 2.9 million in fiscal 2025, $ 1.9 million in fiscal 2026, $ 1.9 million in fiscal 2027, $ 1.7 million in fiscal 2028, $ 1.6 million in fiscal 2029 and $ 1.0 million in aggregate thereafter. T he future amortization expense amounts represent estimates and may be impacted by future acquisitions, divestitures or changes in foreign currency exchange rates, among other causes. In conjunction with our annual goodwill impairment assessment , the Company did not record any charges in fiscal 2024 or 2023. Note 7. Debt The following is a summary of the Company’s indebtedness (in thousands): August 31, 2024 2023 Senior Credit Facility Revolver — 16,000 Term Loan 195,000 198,750 Total Senior Indebtedness 195,000 214,750 Less: Current maturities of long-term debt ( 5,000 ) ( 3,750 ) Debt issuance costs ( 497 ) ( 663 ) Total long-term debt, less current maturities $ 189,503 $ 210,337 45 ENERPAC TOOL GROUP CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) 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 credit 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 pa yable quarterly on the average unused amount of the revolving line of credit ranging from 0.15 % to 0.3 % pe r 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 facility at August 31, 2024. At August 31, 2024, there were $ 195.0 million in borrowings outstanding under the term l oans, no borrowings outstanding under the revolving line of credit and $ 397.6 million available for borrowing under the revolving line of credi t facility after reduction for $ 2.4 million of outstanding letters of credit issued under the facility. Cash Paid for Interest The Company made cash net interest payments of $ 12.4 million , $ 10.6 million and $ 3.1 million in fiscal 2024, 2023 and 2022, respectively. 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 August 31, 2024 and 2023 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 liability of $ 0.3 million and l ess than $ 0.1 million at August 31, 2024 and 2023, 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 a liability of $ 1.6 million at August 31, 2024 and an asset of $ 0.7 million and a liability of $ 1.2 million at August 31, 2023 (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 incl uded in "Other expense, net" in the Consolidated Statements of Earnings). The U.S. dollar equivalent notional value of these short duration foreign currenc y exchange contracts was $ 15.6 million and $ 13.8 million at August 31, 2024 and 2023, respectively. The fair value of outstanding foreign currency 46 ENERPAC TOOL GROUP CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) exchange contracts was a net liability of $ 0.3 million and less than $ 0.1 million at August 31, 2024 and 2023, respectively . Net foreign currency loss (gain) (included in "Other expense, net" in the Consolidated Statements of Earnings) related to these derivative instruments are as follows (in thousands): Year Ended August 31, 2024 2023 2022 Foreign currency loss (gain) $ 863 $ 945 $ ( 319 ) 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 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 loss of $ 0.5 million and net gain of $ 0.5 million for the years ended August 31, 2024 and 2023, respectively , is recorded in other comprehensive income (loss). 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. As of August 31, 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 loss of $ 0.3 million and $ 0.9 million for the years ended August 31, 2024 and 2023, respectively , is recorded in other comprehensive income (loss). Note 10. Leases As of August 31, 2024, the Company ha d operating leases for real estate, vehicles, manufacturing equipment, IT equipment and office equipment. The Company did not have significant finance leases during the year ended August 31, 2024 . 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. Our leases generally contain payments that are primarily fixed; however, certain lease arrangements contain variable payments, which are expensed as incurred and not included in the measurement of ROU assets and lease liabilities. These amounts include payments affected by changes in the Consumer Price Index and executory costs (such as real estate taxes, utilities and common-area maintenance), which are based on usage or performance. In addition, our leases generally do not include material residual value guarantees or material restrictive covenants. The components of lease costs for the year ended August 31, 2024, 2023 and 2022 were as follows (in thousands): Year Ended August 31, 2024 2023 2022 Operating lease cost $ 12,610 $ 13,155 $ 14,316 Short-term lease cost 2,042 2,318 1,714 Variable lease cost 2,850 4,411 3,609 Supplemental cash flow and other information related to leases for the year ended August 31, 2024, 2023 and 2022 were as follows (in thousands): Year Ended August 31, 2024 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 12,119 $ 13,153 $ 14,166 Right-of-use assets obtained in exchange for new lease liabilities: Operating leases 3,075 1,654 4,584 47 ENERPAC TOOL GROUP CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Supplemental balance sheet information related to leases at August 31, 2024 and 2023 were as follows (in thousands): August 31, 2024 2023 Operating leases: Other long-term assets $ 32,961 $ 37,714 Other current liabilities 9,464 9,786 Other long-term liabilities 25,154 29,245 Total operating lease liabilities $ 34,618 $ 39,031 Weighted Average Remaining Lease Term: Operating leases 7.0 years 6.5 years Weighted Average Discount Rate: Operating leases 5.5 % 5.0 % A summary of the future minimum lease payments due under operating leases with terms of more than one year at August 31, 2024 is as follows (in thousands): 2025 $ 10,317 2026 7,912 2027 4,983 2028 4,197 2029 3,053 Thereafter 13,369 Total minimum lease payments 43,831 Less imputed interest ( 9,213 ) Present value of net minimum lease payments $ 34,618 Note 11. Employee Benefit Plans U.S. Defined Benefit Pension Plans All of the U.S. defined benefit pension plans are frozen, and as a result, plan participants no longer earn additional benefits. The following table provides detail of changes in the projected benefit obligations, the fair value of plan assets and the funded status of the Company’s U.S. defined benefit pension plans as of the respective August 31 measurement date (in thousands): 2024 2023 Reconciliation of benefit obligations: Benefit obligation at beginning of year $ 33,204 $ 37,135 Interest cost 1,716 1,694 Actuarial (gain) loss 1,273 ( 2,337 ) Benefits paid ( 3,337 ) ( 3,288 ) Benefit obligation at end of year $ 32,856 $ 33,204 Reconciliation of plan assets: Fair value of plan assets at beginning of year $ 28,530 $ 31,166 Actual return on plan assets 2,839 545 Company contributions 421 108 Benefits paid from plan assets ( 3,336 ) ( 3,289 ) Fair value of plan assets at end of year 28,454 28,530 Funded status of the plans (underfunded) $ ( 4,402 ) $ ( 4,674 ) 48 ENERPAC TOOL GROUP CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) The following table provides detail on the Company’s domestic net periodic benefit expense (in thousands): Year ended August 31, 2024 2023 2022 Interest cost $ 1,716 $ 1,694 $ 1,165 Expected return on assets ( 1,743 ) ( 1,984 ) ( 2,060 ) Amortization of actuarial loss 928 878 1,219 Net periodic benefit expense $ 901 $ 588 $ 324 As of August 31, 2024 and 2023, $ 16.3 million and $ 16.9 million, respectively, of pension plan actuarial losses, which have not yet been recognized in net periodic benefit cost, were included in accumulated other comprehensive loss, net of income taxes. During fiscal 2025, $ 1.3 million of these actuarial losses are expected to be recognized in net periodic benefit cost. Weighted-average assumptions used to determine U.S. pension plan obligations as of August 31 and weighted-average assumptions used to determine net periodic benefit cost for the years ended August 31 are as follows: 2024 2023 2022 Assumptions for benefit obligations: Discount rate 5.00 % 5.40 % 4.75 % Assumptions for net periodic benefit cost: Discount rate 5.40 % 4.75 % 2.55 % Expected return on plan assets 5.70 % 5.70 % 5.45 % The Company's objective for its pension plan is to achieve an asset and liability duration match so that interim fluctuations in funded status should be limited by increasing the correlation between assets and liabilities. As such, the plan assets are invested to maintain funded ratios over the long term, while managing the risk that funded ratios fall meaningfully below 100%. In fiscal 2024 and 2023, the plan assets were invested in a mix of 50 % duration-matched fixed income securities and 50 % equity securities. Cash balances are maintained at levels adequate to meet near-term plan expenses and benefit payments. Investment risk is measured and monitored on an ongoing basis. At August 31, 2024, the Company’s overall expected long-term rate of return for assets in U.S. pension plans was 6.20 %. The expected long-term rate of return is based on the portfolio as a whole and not on the sum of the returns on individual asset categories. The target return is based on historical returns adjusted to reflect the current view of the long-term investment market and our 50% investment mix between fixed income and equity securities. The U.S. pension plan investment allocations by asset category were as follows (dollars in thousands): Year Ended August 31, 2024 % 2023 % Cash and cash equivalents $ — — % $ 51 0.2 % Income receivable 46 0.2 40 0.1 Fixed income securities: U.S. Treasury Securities 3,320 11.7 4,659 16.3 Corporate Bonds — — — — Mutual funds 12,095 42.5 11,269 39.5 15,415 54.2 15,928 55.8 Equity securities: Mutual funds 12,993 45.6 12,511 43.9 Total plan assets $ 28,454 100 % $ 28,530 100 % The fair value of mutual funds are based on unadjusted quoted market prices and therefore are classified as Level 1 within the fair value hierarchy under US GAAP. U.S. Treasury Securities and Corporate Bonds are valued using Level 2 inputs, as defined in Note 8, “Fair Value Measurements.” Projected benefit payments from plan assets to participants in the Company’s U.S. pension plans are $ 3.2 million for fiscal 2025, $ 3.1 million per year for fiscal 2026 and 2027, $ 3.0 million for fiscal 2028, $ 2.9 million for fiscal 2029 and $ 12.9 million in aggregate for the following five years. The Company plans to make a contribution of $ 1.2 million to the U.S. pension plans in September of fiscal 2025. The Company did not make a contribution to the plan in fiscal 2024 or fiscal 2023. 49 ENERPAC TOOL GROUP CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Foreign Defined Benefit Pension Plans The Company has seven significant foreign defined benefit pension plans which cover certain existing and former employees of businesses outside the U.S. Most of the participants in the foreign defined benefit pension plans are inactive and no longer earning additional benefits. The following table provides detail of changes in the projected benefit obligations, the fair value of plan assets and the funded status of the Company’s significant foreign defined benefit pension plans as of the respective August 31 measurement date (in thousands): 2024 2023 Reconciliation of benefit obligations: Benefit obligation at beginning of year $ 8,085 $ 8,017 Employer service costs 144 60 Interest cost 344 306 Actuarial gain ( 1 ) ( 494 ) Benefits paid ( 261 ) ( 256 ) Settlements — ( 213 ) Currency impact 199 665 Benefit obligation at end of year $ 8,510 $ 8,085 Reconciliation of plan assets: Fair value of plan assets at beginning of year $ 6,195 $ 6,208 Actual return on plan assets 323 ( 359 ) Company contributions 69 286 Benefits paid from plan assets ( 261 ) ( 469 ) Currency impact 169 529 Fair value of plan assets at end of year 6,495 6,195 Funded status of the plans (underfunded) $ ( 2,015 ) $ ( 1,889 ) The following table provides detail on the Company’s foreign net periodic benefit expense (in thousands): Year ended August 31, 2024 2023 2022 Employer service costs $ 144 $ 60 $ 90 Interest cost 344 306 159 Expected return on assets (252) (245) (316) Amortization of net prior service credit 4 3 3 Amortization of net loss 21 10 112 Settlement — 37 145 Net periodic benefit expense $ 261 $ 171 $ 193 The weighted average discount rate utilized for determining the benefit obligation at August 31, 2024 and 2023 was 4.1 % and 4.3 %, respectively. The plan assets of these foreign pension plans consist primarily of participating units in fixed income and equity securities and insurance contracts. The Company’s overall expected long-term rate of return on these investments is 4.1 %. During fiscal 2025, the Company does not anticipate contributing to these pension plans. Projected benefit payments to participants in the these f oreign plans are $ 0.3 million for each of fiscal 2025, 2026, and 2027, $ 0.4 million for each of fiscal 2028 and 2029 and $ 2.3 million in aggregate for the five years thereafter. Other Postretirement Health Benefit Plans The Company provides other postretirement health benefits (“OPEB”) to certain existing and former employees of domestic businesses it acquired, who were entitled to such benefits prior to acquisition. These unfunded plans had a benefit o bligation of $ 1.6 million and $ 1.7 million at August 31, 2024 and 2023, respectively. These obligations are determined utilizing assumptions consistent with those used for our U.S. pension plans and a health care cost trend rate of 6.8 %, trending downward to 5.0 % by the year 2026, and remaining level thereafter. Net periodic benefit costs for other postretirement benefits was income of $ 0.04 million in the year ended August 31, 2024, and $ 0.1 million for each of the fiscal years ended August 31, 2023 and 2022. Benefit payments from the plan are funded through participant contributions and Company contributions. Benefit payments are projected to be $ 0.2 million in fiscal 2025. 50 ENERPAC TOOL GROUP CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Defined Contribution Benefit Plans The Company maintains a 40 1(k) plan for substantially all full time U.S. employees (the “401(k) Plan”). Under plan provisions, the Company can fund either cash or issue new shares of Class A common stock for its contributions. Amounts are allocated to accounts set aside for each employee’s retirement. Employees generally may contribute up to 50 % of their compensation to individual accounts within the 401(k) Plan. While contributions vary, the Company's match contribution is $ 0.50 for every $ 1 contributed by employees, up to 8 % of the employees' eligible pay. These match contributions are made on every payroll run, meaning the contribution is immediately 100% vested. In addition, the Company may make an annual, discretionary contribution of up to 3 % of employees' eligible pay to employees employed as of the end of the plan year. The discretionary contrib ution has a three -year vesting period. The Company elected not to provide a discretionary contribution for the year ended August 31, 2024. The Company also maintains a Restoration Plan that allows eligible highly compensated employees (as defined by the Internal Revenue Code) to receive a core contribution as if no IRS limits were in place. Compan y contributions to the Restoration Plan are made in the form of its Class A common stock and contributed into each eligible participant’s deferred compensation plan. The Company has not contributed in fiscal 2024, 2023 or fiscal 2022. Expense recognized related to the 401(k) plan totaled $ 2.1 million for each of the fiscal years ended August 31, 2024 and 2023, and $ 2.2 million for the fiscal year ended August 31, 2022 . In addition to the 401(k) plan, the Company sponsors a non-qualified supplemental executive retirement plan (“the SERP Plan”). The SERP Plan is an unfunded defined contribution plan that covers certain current and former executive employees and has an annual contribution formula based on age and years of service (with Company contributions ranging from 3 % to 6 % of eligible wages). This unfunded plan had a $ 0.9 million and $ 1.0 million obli gation at August 31, 2024 and 2023, respectively . Expense recognized for the SERP Plan was $ 0.3 million in fiscal 2024, and $ 0.2 million in each of fiscal 2023 and 2022. Deferred Compensation Plan The Company maintains a deferred compensation plan to allow eligible U.S. employees to defer receipt of current cash compensation and restricted stock units vesting in order to provide future savings benefits. Eligibility is limited to employees who earn compensation that exceeds certain pre-defined levels. Participants have the option to invest their deferrals in a fixed income investment, a defined set of mutual funds, and/or, with respect to deferrals of restricted stock units, in Company common stock. The fixed income and mutual fund portion of the plan is unfunded, and therefore all compensation deferred under the plan is held by the Company and commingled with its general assets. Liabilities of $ 9.3 million and $ 11.0 million are included in the Consolidated Balance Sheets at August 31, 2024 and 2023, respectively, to reflect the unfunded portion of the deferred compensation liability. The Company recorded expense in "Financing costs, net" of $ 0.9 million, $ 0.9 million and $ 0.7 million for the years ended August 31, 2024, 2023 and 2022, respectively, for the non-funded return on participant deferrals. Company common stock contributions to fund the plan are held in a rabbi trust, accounted for in a man ner similar to treasury stock and are recorded at cost in “Stock held in trust” within shareholders’ equity on the Consolidated Balance Sheets with the corresponding deferred compensation liability also recorded within shareholders’ equity on the Consolidated Balance Sheets. Because no investment diversification is permitted within the trust, changes in fair value of the Company's common stock are not recognized. Note 12. Income Taxes Earnings before income taxes from continuing operations, are summarized as follows (in thousands): Year Ended August 31, 2024 2023 2022 Domestic $ 59,688 $ 26,442 $ 10,176 Foreign 45,831 42,456 13,816 $ 105,519 $ 68,898 $ 23,992 Both domestic and foreign pre-tax earnings from continuing operations are impacted by changes in operating earnings, acquisition and divestiture activities, restructuring charges and the related benefits, growth investments, debt levels and the impact of changes in foreign currency exchange rates. In fiscal 2024, domestic earnings included non-cash impairment and other divestiture charges of $ 0.1 million. In fiscal 2023, domestic earnings included non-cash impairment and other divestiture benefits of $ 6.2 million. In fiscal 2022, domestic and foreign earnings included $ 1.3 million and $ 1.1 million of non-cash impairment and other divestiture charges, respectively. Substantially all of the non-cash impairment and other divestiture charges (benefits) did not result in a tax expense (benefit). 51 ENERPAC TOOL GROUP CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Income tax expense from continuing operations is summarized as follows (in thousands): Year ended August 31, 2024 2023 2022 Currently payable: Federal $ 10,106 $ 5,181 $ 1,765 Foreign 11,599 9,240 7,824 State 1,172 319 164 22,877 14,740 9,753 Deferred: Federal ( 1,086 ) ( 2,935 ) 1,580 Foreign 2,630 3,806 ( 7,538 ) State ( 1,109 ) ( 362 ) 606 435 509 ( 5,352 ) Income tax expense $ 23,312 $ 15,249 $ 4,401 Income tax expense from continuing operations recognized in the accompanying consolidated statements of earnings differs from the amounts computed by applying the federal income tax rate to earnings from continuing operations before income tax expense. A reconciliation of income taxes at the federal statutory rate to the effective tax rate is summarized in the following table: Year ended August 31, 2024 2023 2022 Federal statutory rate 21.0 % 21.0 % 21.0 % State income taxes, net of Federal effect 1.3 0.7 2.3 Tax on foreign earnings (1) 4.2 6.0 1.3 Foreign derived intangible income deduction ( 2.3 ) ( 3.1 ) ( 4.5 ) Compensation adjustment 2.0 1.5 6.6 Impairment and other divestiture charges — — 1.1 Valuation allowance additions and releases ( 4.1 ) ( 0.8 ) 2.1 Changes in liability for unrecognized tax benefits ( 1.3 ) ( 0.1 ) 3.4 Repatriation of foreign earnings 1.6 — — Taxable liquidation of subsidiaries (2) — 0.1 ( 11.4 ) Foreign non-deductible expenses 0.3 1.7 8.5 Changes in tax rates — ( 2.0 ) ( 3.6 ) Audits and adjustments (3) 0.4 ( 2.9 ) ( 6.7 ) Research and development tax credit ( 0.6 ) ( 0.7 ) ( 2.5 ) Other items ( 0.4 ) 0.7 0.7 Effective income tax rate 22.1 % 22.1 % 18.3 % (1) Th e Company generated $ 3.4 million, $ 2.6 million and $ 1.5 million of withholding tax and U.S. tax on non-U.S. earnings, net of foreign tax credits for fiscal 2024, 2023 and 2022, respectively. (2) During fiscal 2022, the Company generated a net benefit of $ 2.7 million as a result of taxable liquidations of subsidiaries. (3) During fiscal 2024, the Company generated a $ 0.4 million tax expense related to audits and adjustments as compared to a tax benefit of $ 2.0 million and $ 1.6 million for fiscal 2023 and 2022, respectively. 52 ENERPAC TOOL GROUP CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Temporary differences and carryforwards that gave rise to deferred tax assets and liabilities include the following items (in thousands): August 31, 2024 2023 Deferred income tax assets: Operating loss and tax credit carryforwards $ 73,406 $ 70,933 Compensation related liabilities 4,440 7,372 Postretirement benefits 4,628 5,224 Inventory 977 1,715 Lease liabilities 8,063 8,594 Research and development capitalization 8,683 4,544 Book reserves and other items 5,096 6,548 Total deferred income tax assets 105,293 104,930 Valuation allowance ( 57,743 ) ( 61,432 ) Net deferred income tax assets 47,550 43,498 Deferred income tax liabilities: Depreciation and amortization ( 25,920 ) ( 23,844 ) Lease assets ( 7,918 ) ( 8,594 ) Other items ( 2,716 ) ( 1,020 ) Deferred income tax liabilities ( 36,554 ) ( 33,458 ) Net deferred income tax asset (1) $ 10,996 $ 10,040 (1) The net deferred income tax asset is reflected on the balance sheet in two categories: an asset of $ 14.7 million and $ 15.7 million for fiscal 2024 and 2023, respectively, is included in "Other long-term assets" and a liability of $ 3.7 million and $ 5.7 million for fiscal 2024 and 2023, respectively, is included in "Deferred income taxes". The Company has $ 61.9 million and $ 2.5 million of gross state net operating loss and credit carryforwards, respectively, which are available to reduce future state tax liabilities. These state net operating loss carryforwards expire at various times through 2044. The Company also has $ 78.9 million and $ 7.6 million of foreign loss and credit carryforwards, respectively, and $ 2.2 million of U.S. credit carryforwards, which are available to reduce certain future foreign and U.S. tax liabilities. The majority of the foreign loss carryforwards are not subject to any expiration dates, while the other balances expire at various times through 2034. The U.S. credit carryforwards expire at various times through 2034. The valuation allowance represents a reserve for deferred tax assets, including loss carryforwards and foreign tax credits, for which utilization is uncertain. In general, the Company’s practice is to reinvest the earnings of its non-U.S. subsidiaries within those operations. Routinely, the Company analyzes the factors surrounding global cash needs and future cash utilization and determines if there are any exceptions. As of August 31, 2024, certain jurisdictions met this exception. On the undistributed foreign earnings of $ 11.3 million that are no longer permanently reinvested outside of the United States, the Company recorded a deferred tax liability of $ 1.7 million. If all remaining undistributed earnings were remitted, an additional income tax provision of $ 0.6 million would have been necessary as of August 31, 2024. Changes in the Company’s gross liability for unrecognized tax benefits, excluding interest and penalties, are as follows (in thousands): 2024 2023 2022 Beginning balance $ 14,754 $ 15,380 $ 15,658 Increases based on tax positions related to the current year 1,771 279 433 Increase for tax positions taken in a prior period 201 — 1,084 Decrease for tax positions taken in a prior period — ( 56 ) ( 57 ) Decrease due to lapse of statute of limitations ( 3,054 ) ( 951 ) ( 1,271 ) Decrease due to settlements — — ( 31 ) Changes in foreign currency exchange rates 41 102 ( 436 ) Ending balance $ 13,713 $ 14,754 $ 15,380 Substantially all of these unreco gnized tax benefits, if recognized, would impact the effective income tax rate. As of August 31, 2024, 2023 and 2022, the Company recognized $ 5.0 million, $ 5.2 million and $ 4.5 million, respectively, for interest and penalties related to unrecognized tax benefits. The Company recognizes interest and penalties related to underpayment of income taxes as a component of income tax expense. With few exceptions, the Company is no longer subject to U.S. federal, state and foreign income tax examinations by tax authorities in major tax jurisdictions for years prior to fiscal 2012. The 53 ENERPAC TOOL GROUP CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Company believes it is reasonably possible that the total amount of unrecognized tax benefits could decrease by up to $ 1.4 million throughout fiscal 2025. Cash paid for income taxes, net of refunds, totaled $ 23.8 million, $ 2.7 million and $ 5.7 million during the years ended August 31, 2024, 2023 and 2022, respectively. Note 13. Capital Stock and Share Repurchases The authorized common stock of the Company as of August 31, 2024 consisted of 168,000,000 shares of Class A common stock, $ 0.20 par value, of which 54,234,660 shares were issued and outstanding; 1,500,000 shares of Class B common stock, $ 0.20 par value, none of which are outstanding; and 160,000 shares of cumulative preferred stock, $ 1.00 par value (“preferred stock”), none of which have been issued. Holders of both classes of the Company’s common stock are entitled to dividends, as the Company’s Board of Directors may declare out of funds legally available, subject to any contractual restrictions on the payment of dividends or other distributions on the common stock. If the Company were to issue any of its preferred stock, no dividends could be paid or set apart on shares of common stock, unless paid in common stock, until dividends on all of the issued and outstanding shares of preferred stock had been paid or set apart for payment and provision had been made for any mandatory sinking fund payments. The Company's Board of Directors approved four separate authorizations (September 2011, March 2014, October 2014 and March 2015) to repurchase up to 7,000,000 shares each of the Company’s outstanding common stock. 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 1,309,466 shares for $ 38.4 million in the year ended August 31, 2024. As of August 31, 2024, the maximum number of shares that may yet be purchased under the program is 2,717,049 shares. Since the inception of the initial share repurchase program in fiscal 2012, the Company has repurchased 30,082,181 shares of common stock for $ 838.9 million. 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. The initial 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 August 31, 2024. Shares repurchased after December 18, 2023 were retired upon repurchase. In addition to the initial share retirement, the Company repurchased and retired 240,972 shares during the year-ended August 31, 2024. 54 ENERPAC TOOL GROUP CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Earnings Per Share The reconciliation between basic and diluted earnings per share is as follows (in thousands, except per share amounts): Year Ended August 31, 2024 2023 2022 Numerator: Net earnings from continuing operations $ 82,207 $ 53,649 $ 19,591 Net earnings (loss) from discontinued operations 3,542 ( 7,088 ) ( 3,905 ) Net earnings $ 85,749 $ 46,561 $ 15,686 Denominator: Weighted average common shares outstanding - basic 54,336 56,680 59,538 Net effect of dilutive securities - stock based compensation plans 526 437 371 Weighted average common shares outstanding - diluted 54,862 57,117 59,909 Earnings per common share from continuing operations: Basic $ 1.51 $ 0.95 $ 0.33 Diluted $ 1.50 $ 0.94 $ 0.33 Earnings (loss) per common share from discontinued operations: Basic $ 0.07 $ ( 0.13 ) $ ( 0.07 ) Diluted $ 0.06 $ ( 0.12 ) $ ( 0.07 ) Earnings per common share: Basic $ 1.58 $ 0.82 $ 0.26 Diluted $ 1.56 $ 0.82 $ 0.26 Anti-dilutive securities- stock based compensation plans (excluded from earnings per share calculation) 96 891 946 Note 14. Stock Plans Share based awards may be granted to key employees and directors under the Enerpac Tool Group Corp. 2017 Omnibus Incentive Plan (as amended and restated November 9, 2020) (the “Plan”). A total of 7,825,000 shares of Class A common stock have been authorized for issuance under the Plan (including 3,500,000 shares that were authorized for issuance at the January 2021 annual meeting) plus shares, if any, that become issuable, pursuant to the terms of the Plan, upon the expiration, cancellation or forfeiture of awards under our previously registered stock plans outstanding at the time the Plan was first approved by the Company's shareholders. At August 31, 2024, 3,191,321 shares were available for future award grants. The Plan permits the Company to grant share-based awards, including stock options, restricted stock, restri cted stock units and performance shares (the "Performance Shares") to employees and directors. Options generally have a maximum term of ten years , an exercise price equal to 100 % of the fair market value of the Company’s common stock at the date of grant and generally vest 50 % after three years and 100 % after five years. The Company’s restricted stock grants prior to fiscal 2017 generally have similar vesting provisions as options, while grants thereafter generally vest in equal installments over a three-year period. The Performance Shares include a three -year performance period. For the awards of Performance Shares granted in the year end ed August 31, 2022 , payout under the awards is based 50 % on Company’s total shareholder return (“TSR”) relative to the S&P 600 SmallCap Industrial metric and 50 % on the Company's three-year average return on invested capital. For awards of Performance Shares granted in the years ended August 31, 2024 and 2023 , payout under the awards is based 33.3 % on the relative TSR metric, 33.3 % on the Company's adjusted earnings per share and 33.3 % on the Company's three-year average return on invested capital. The p rovisions of share-based awards may vary by individual grant with respect to vesting period, dividend and voting rights, performance conditions and forfeitures. 55 ENERPAC TOOL GROUP CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) A summary of restricted stock units and performance shares activity during fiscal 2024 is as follows: Number of Shares Weighted-Average Fair Value at Grant Date (Per Share) Outstanding on August 31, 2023 1,039,536 $ 22.26 Granted 336,040 29.34 Forfeited ( 127,701 ) 23.40 Vested ( 368,010 ) 21.41 Outstanding on August 31, 2024 879,865 $ 25.50 A summary of stock option activity during fiscal 2024 is as follows: Shares Weighted-Average Exercise Price (Per Share) Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding on September 1, 2023 629,407 $ 27.18 Granted — — Exercised ( 287,791 ) 24.57 Forfeited — — Expired ( 115,767 ) 36.35 Outstanding on August 31, 2024 225,849 $ 25.81 2.0 $ 3,485,432 Exercisable on August 31, 2024 225,849 $ 25.81 2.0 $ 3,485,432 Intrinsic value is the difference between the market value of the stock at August 31, 2024 and the exercise price which is aggregated for all options outstanding and exercisable. A summary of the total intrinsic value of options exercised and cash receipts from options exercised is summarized below (in thousands, except per share amounts) : Year Ended August 31, 2024 2023 2022 Intrinsic value of options exercised $ 2,946 $ 169 $ — Cash receipts from exercise of options 6,907 973 — The Company generally records compensation expense over the vesting period for restricted stock unit awards based on the market value of the Company's Class A common stock on the grant dat e and utilized an expected forfeiture rate of 12 % for the years ended August 31, 2024, 2023 and 2022. The fair value of Performance Shares with market vesting conditions, which includes the Performance Shares awarded in fiscal 2024, 2023 and 2022, is determined utilizing a Monte Carlo simulation model. As of August 31, 2024, there was $ 9.7 million of total unrecognized compensation cost related to share-based awards, including stock options, restricted stock, restricted stock units and Performance Shares, which will be recognized over a weighted average period of 1.5 years. The total fai r value of share-based awards that vested during the fiscal years ended August 31, 2024 and 2023 was $ 8.3 million and $ 9.8 million, respectively. 56 ENERPAC TOOL GROUP CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Note 15. Business Segment, Geographic and Customer 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 MRO, oil & gas, mining, alternative and renewable energy, civil construction and other markets. The Other operating segment is included for purposes of reconciliation of the respective balances below to the consolidated financial statements. The following tables summarize financial information by reportable segment and product line (in thousands): Year Ended August 31, 2024 2023 2022 Net Sales by Reportable Segment & Product Line IT&S Segment Product $ 455,647 $ 447,603 $ 410,245 Service & Rental 115,506 107,575 117,097 571,153 555,178 527,342 Other Segment 18,357 43,026 43,881 $ 589,510 $ 598,204 $ 571,223 Operating Profit (Loss) IT&S Segment $ 153,105 $ 135,883 $ 78,735 Other Segment 4,249 10,954 729 General Corporate ( 35,767 ) ( 62,915 ) ( 48,805 ) $ 121,587 $ 83,922 $ 30,660 Depreciation and Amortization: IT&S Segment $ 11,700 $ 12,329 $ 14,498 Other Segment 888 3,164 3,664 General Corporate 687 820 1,438 $ 13,275 $ 16,313 $ 19,600 Capital Expenditures: IT&S Segment $ 6,079 $ 7,779 $ 7,139 Other Segment 561 599 710 General Corporate 4,771 1,022 568 $ 11,411 $ 9,400 $ 8,417 August 31, 2024 2023 Assets: IT&S Segment $ 613,797 $ 632,113 Other Segment 26,533 28,127 General Corporate 136,998 102,357 $ 777,328 $ 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, ROU assets, capitalized debt issuance costs and deferred income taxes. 57 ENERPAC TOOL GROUP CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) The following tables summarize net sales and property, plant and equipment by geographic region (in thousands): Year Ended August 31, 2024 2023 2022 Net Sales: United States of America $ 220,689 $ 231,093 $ 226,020 United Kingdom 36,290 34,085 29,316 Germany 34,700 29,926 28,004 Saudi Arabia 23,113 25,762 20,892 Brazil 22,769 20,523 16,517 Australia 22,165 28,607 26,667 Canada 19,248 29,643 19,651 China 16,258 14,081 15,434 France 16,133 14,606 14,854 All Other 178,145 169,877 173,868 $ 589,510 $ 598,204 $ 571,223 August 31, 2024 2023 Property, Plant and Equipment, net: United States $ 18,150 $ 15,081 United Kingdom 7,599 7,543 UAE 3,130 4,004 Brazil 2,870 3,197 Netherlands 2,547 2,423 Spain 1,560 1,484 All other 4,429 5,235 $ 40,285 $ 38,968 The Company’s largest customer accounted for approximately 3 % of sales in each of the last three fiscal years. Export sales from domestic operations were 7.9 %, 9.9 % and 9.8 % of total net sales from continuing operations in fiscal 2024, 2023 and 2022, respectively. Note 16. Commitments and Contingencies We had outstanding commercial letters of credit of $ 4.4 million and surety bonds of $ 3.8 million at August 31, 2024, while we had $ 8.6 million of outstanding letters of credit at August 31, 2023. Most of these instruments 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 sup pliers 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 to 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. The Company has facilities in numerous geographic locations that are subject to environmental laws and regulations. Environmental expenditures over the past three years have not been material. Soil and groundwater contamination has been identified at certain facilities that we operate or formerly owned or operated. We are also a party to certain state and local environmental matters, have provided environmental indemnifications for certain divested businesses and retain responsibility 58 ENERPAC TOOL GROUP CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) for certain potential environmental liabilities. Management believes that such costs will not 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 year ended August 31, 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 17. Subsequent Event On September 4, 2024 , the Company completed the acquisition of DTA the Smart Move, S.A., a global leader in the industrial heavy loads transportation industry, designing and manufacturing mobile robotic solutions. The purchase price was an initial € 24 million payment plus potential earn-out to be paid at the end of year three that is tied to the achievement of certain financial objectives with a maximum total purchase price of € 36 million. The acquisition was funded with both cash on hand and borrowings from our existing credit facility. The Company has not completed the analysis of identifying and estimating the fair value of identifiable intangible assets acquired or the fair value of the earn-out obligation. We anticipate preparing a preliminary allocation of the purchase consideration to the assets acquired and liabilities assumed by the end of our first quarter of fiscal 2025. The measurement period for the valuation of net assets acquired ends as soon as information on the facts and circumstances that existed as of the acquisition date becomes available, but not to exceed 12 months following the 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. 59 ENERPAC TOOL GROUP CORP. SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS (in thousands) Additions Deductions Balance at Beginning of Period Charged to Costs and Expenses (Income) Acquisition/ (Divestiture) Accounts Written Off Less Recoveries Other Balance at End of Period Allowance for losses—Trade accounts receivable August 31, 2024 $ 16,781 $ 641 $ — $ ( 1,473 ) $ ( 37 ) $ 15,912 August 31, 2023 17,504 1,177 ( 32 ) ( 2,230 ) 362 16,781 August 31, 2022 4,235 14,277 — ( 350 ) ( 658 ) 17,504 Valuation allowance—Income taxes August 31, 2023 $ 61,432 $ 1,821 $ — $ ( 5,511 ) $ 1 $ 57,743 August 31, 2022 61,630 3,305 — ( 3,503 ) — 61,432 August 31, 2021 66,155 925 — ( 5,450 ) — 61,630 60 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None.