ENERPAC TOOL GROUP CORP

Enerpac Tool Group Corp. is a premier industrial tools, services, technology, and solutions provider serving a broad and diverse set of customers and end markets for mission-critical applications in more than 100 countries ¹. The Company's businesses are global leaders in providing high pressure hydraulic tools, controlled force products and solutions for precise positioning of heavy loads. The Company was founded in 1910 and is headquartered in Milwaukee, Wisconsin ². The Company has one reportable segment, the Industrial Tools & Services (IT&S) Segment, which is primarily engaged in the design, manufacture and distribution of branded hydraulic and mechanical tools and in providing services and tool rental to the general industrial; refining and petrochemical; industrial maintenance, repair and operations (MRO); machining & manufacturing; power generation; infrastructure; mining; and other markets ³. The Company also has an Other operating segment, Cortland Biomedical, which is a full-service biomedical textile product development company and does not meet the criteria to be considered a reportable segment ⁴. The markets for the Company's products are highly competitive, and it competes for business principally on the basis of customer service, product quality and availability, and engineering and research and development expertise ⁵.

The IT&S segment is a global supplier of branded hydraulic and mechanical tools and services to a broad array of end markets ⁶. Its primary products include branded tools, cylinders, pumps, hydraulic torque wrenches, highly engineered heavy lifting technology solutions and other tools ⁷. These tools operate at very high pressures of approximately 5,000 to 12,000 pounds per square inch ⁸. The segment's branded tools and services are primarily marketed through the ENERPAC®, HYDRATIGHT®, LARZEP®, SIMPLEX® and DTA the Smart Move® brand names ⁹. The segment delivers products and services primarily through a global network of distributors, as well as direct sales to OEMs and select end users ¹⁰. On the services side, highly trained technicians provide maintenance and manpower services to meet customer-specific needs including bolting, machining, and joint integrity, and the segment also provides rental services for certain of its products ¹¹.

The Company's business model is built on well-established brands, broad global distribution and end markets, a clear focus on the core tools and services business, and disciplined capital deployment ¹². The long-term goal is to create sustainable returns for shareholders through above-market growth in the core business, expanding margins, generating strong cash flow, and being disciplined in the deployment of capital ¹³. The Company intends to grow through execution of its organic growth strategy, focused on key vertical markets that benefit from long-term macro trends, driving customer driven innovation, expansion of its digital ecosystem to acquire and engage customers, and an expansion in emerging markets such as Asia Pacific ¹⁴. In addition to organic growth, the Company focuses on margin expansion through operational efficiency techniques, including lean, continuous improvement and 80/20, to drive productivity and lower costs, as well as optimizing its selling, general and administrative expenses through consolidation and shared service implementation ¹⁵. The Company also applies these techniques and pricing actions to offset commodity increases and inflationary pricing ¹⁶.

The IT&S segment's product line includes high-force hydraulic and mechanical tools (cylinders, pumps, valves, bolt tensioners, specialty tools and other miscellaneous products), which are designed to allow users to apply controlled force and motion to increase productivity, reduce labor costs and make work safer and easier to perform ¹⁷. These products are often deployed in harsh operating conditions, such as machining, infrastructure maintenance and repair, refining, and petrochemical production, where safety is a key differentiator ¹⁸. The segment's Service & Rental product line provides maintenance and manpower services to meet customer-specific needs and rental capabilities for certain products ¹⁹. In fiscal 2026, IT&S segment net sales were $626 million ²⁰, with Product sales of $520 million ²¹ and Service & Rental sales of $106 million ²². The IT&S segment generated operating profit of $163 million in fiscal 2026, representing 26.1% of net sales ²³.

The Company's Other operating segment, Cortland Biomedical, is a full-service biomedical textile product development company ²⁴. This segment does not meet the quantitative or qualitative thresholds to be considered a reportable segment and, since the business is not closely related to the IT&S segment, results are not aggregated to be included in the results of the IT&S reportable segment ²⁵. The Company's international business is significant, with 39% of net sales derived from the United States, 26% from Europe, 13% from the Middle East, 10% from Asia and 12% from other geographic areas in fiscal 2026 ²⁶. The Company has operations around the world that allow it to draw on the skills of a global workforce, provide flexibility to its operations, drive economies of scale, provide revenue streams that may help offset economic trends that are specific to individual countries, and facilitate access to new markets ²⁷.

On October 28, 2026, the Company acquired Specialized Fabrication Equipment Group LLC (SFE Group) in a merger transaction in which the aggregate amount paid by the Company with respect to the equity interests in SFE Group was approximately $452 million in cash, plus the issuance by the Company of approximately $20 million in restricted stock unit awards to key personnel of SFE Group, in lieu of cash payment of transaction bonuses owed by SFE Group to such personnel upon completion of the merger transaction ²⁸. SFE Group is a global industrial equipment company focused on specialized fabrication, welding, machining, and maintenance tools ²⁹. It was formed in 2019 through the merger of three established brands and subsequent acquisitions to include the following brands: Climax, B&B Sumner, Axxair, Sumner Material Lifts, TAG, Mathey Dearman, Magnatech, Bortech, Fit-Up Pro, H&S Tool, PPM, and Calder ³⁰. SFE Group serves industries such as aerospace & defense, food & beverage, bio-pharma, oil & gas, manufacturing, utilities, power generation, semiconductor, maritime, mining, transportation, data centers, and hospitals ³¹. SFE Group operates five manufacturing and fabrication facilities located in the United States, France, and the United Kingdom and had approximately 340 employees at August 31, 2026 ³².

Consolidated net sales for fiscal 2026 were $652 million, 6% higher than the prior-year sales of $617 million ³³. The effect of the weakening U.S. dollar on foreign currency rates compared to the prior-year period favorably impacted sales by $13 million, or 2% ³⁴. This resulted in organic consolidated sales growth of approximately 4% in the year ³⁵. Product sales increased 9% to $546 million ³⁶, while service sales were $106 million, a decrease of 9% compared to the prior fiscal year ³⁷. Gross profit increased by $9 million as a result of higher net sales in the current year ³⁸. As a percentage of sales, gross profit was approximately 49.2% in fiscal 2026 compared to 50.5% in fiscal 2025 ³⁹. Operating profit decreased by $4 million to $129 million, or 20% of sales, in fiscal 2026 ⁴⁰. Net earnings from continuing operations were $90 million, or 14% of net sales, compared to $93 million, or 15% of net sales, in fiscal 2025 ⁴¹.

The Company's long-term goal is to create sustainable returns for its shareholders through above-market growth in its core business, expanding its margins, generating strong cash flow, and being disciplined in the deployment of its capital ⁴². The Company intends to grow through execution of its organic growth strategy, focused on key vertical markets that benefit from long-term macro trends, driving customer driven innovation, expansion of its digital ecosystem to acquire and engage customers, and an expansion in emerging markets such as Asia Pacific ⁴³. In addition to organic growth, the Company also focuses on margin expansion through operational efficiency techniques, including lean, continuous improvement and 80/20, to drive productivity and lower costs, as well as optimizing its selling, general and administrative expenses through consolidation and shared service implementation ⁴⁴. The Company also applies these techniques and pricing actions to offset commodity increases and inflationary pricing ⁴⁵.

The Company's growth strategy includes strategic acquisitions to grow its business, enhance its global market position and broaden its industrial tools product offerings ⁴⁶. The Company plans to make acquisitions to grow its business, and its ability to successfully execute acquisitions will be impacted by factors including the availability of financing on terms acceptable to it, the potential reduction of its ability or willingness to incur debt to fund acquisitions, the reluctance of target companies to sell in current markets, its ability to identify acquisition candidates that meet its valuation parameters and increased competition for acquisitions ⁴⁷. The Company recently completed the acquisition of SFE Group, a global industrial equipment company focused on specialized fabrication, welding, machining, and maintenance tools, for approximately $452 million in cash plus approximately $20 million in restricted stock unit awards ⁴⁸. The Company funded the payment of the cash consideration at closing from cash on hand, its recently refinanced $300 million term loan and borrowings of $312 million under the revolving credit facility under its New Senior Credit Facility ⁴⁹.

The Company's growth strategy also includes a focus on customer driven innovation and an expansion of its digital ecosystem to acquire and engage customers ⁵⁰. The Company conducts research and development (R&D) activities to develop new products and to enhance the functionality, effectiveness, ease of use and reliability of its existing products ⁵¹. R&D costs are expensed as incurred and were $15 million in fiscal 2026, $14 million in fiscal 2025 and $12 million in fiscal 2024 ⁵². The Company anticipates that it will continue to make significant expenditures on research and development as it seeks to provide new innovative tools and services to grow its market share ⁵³.

The Company's margin expansion efforts are focused on operational efficiency techniques, including lean, continuous improvement and 80/20, to drive productivity and lower costs, as well as optimizing its selling, general and administrative expenses through consolidation and shared service implementation ⁵⁴. The Company also applies these techniques and pricing actions to offset commodity increases and inflationary pricing ⁵⁵. The Company has been able to offset the impact of inflation and tariffs with productivity and pricing actions ⁵⁶. The Company continues to manage its supply chain to mitigate ongoing risks associated with the evolving geopolitical and inflationary environments ⁵⁷.

The Company's operational outlook includes a focus on its supply chain and manufacturing capabilities. The Company's manufacturing consists primarily of light assembly of components it sources from a network of global suppliers ⁵⁸. The Company has implemented single piece flow processes in most of its plants which reduce inventory levels, lower re-work costs and shorten lead times to customers ⁵⁹. Components are built to the Company's highly engineered specifications by a variety of suppliers in best-cost locations including various countries in Asia ⁶⁰. The Company has built strong relationships with its key suppliers and, while it single sources certain of its components, in many cases there are several qualified alternative sources ⁶¹. The Company had order backlogs of $81 million and $54 million at August 31, 2026 and 2025, respectively ⁶². The increase in order backlog year over year was primarily due to strong order growth ⁶³. Assuming no significant supply chain constraints arise after the date of this report, substantially all of the backlog at August 31, 2026 is expected to be filled within twelve months ⁶⁴.

The Company's capital allocation strategy is to allocate the cash flow that results from the execution of its strategy in a disciplined way toward investment in its businesses, maintaining its strong balance sheet, disciplined M&A program and opportunistically returning capital to shareholders ⁶⁵. The Company anticipates the compounding effect of reinvesting in its business will fuel further growth and profitable returns ⁶⁶. Capital expenditures associated with continuing operations were $11 million and $19 million in fiscal 2026 and 2025, respectively ⁶⁷. In October 2025, the Company's Board of Directors approved a new share repurchase program authorizing the repurchase of a total of $200 million of the Company's outstanding common stock ⁶⁸. The Company repurchased and retired 2,078,645 shares for $81 million (inclusive of excise taxes of $1 million) in the year ended August 31, 2026 ⁶⁹. As of August 31, 2026, the maximum value of shares that may yet be purchased under the program authorization is $120 million ⁷⁰. In fiscal 2026, the Company declared a dividend of $0.04 per share of Class A common stock payable on October 16, 2026 to shareholders of record on October 6, 2026 ⁷¹.

The Company faces several headwinds and constraints that could impact its growth plan. Supply chain issues, including shortages of adequate component supply or that increase costs or cause delays in the Company's ability to fulfill orders, or a failure by the Company to estimate customer demand properly, could have an adverse impact on its business and operating results and its relationships with customers ⁷². The Company relies on its supply chain for components and raw materials to manufacture its products and provide services to its customers ⁷³. The Company may experience a reduction or interruption in supply due to factors beyond its control, including as a result of geopolitical conflicts and the imposition of international sanctions in response thereto, a significant natural disaster, pandemics, or shortages in global freight capacity ⁷⁴. The Company's vendors may be unable or unwilling to meet its demand for raw materials or components, or significantly increase lead times for deliveries, which the Company may be unable to offset through alternate sources of supply ⁷⁵. Further, vendors may impose significant increases in the price of critical components and raw materials that the Company may be unable to pass along to its customers ⁷⁶.

The Company's international operations pose political, currency and other risks. The Company expects sales from and into foreign markets to continue to represent a significant portion of its revenue ⁷⁷. In addition, many of the Company's manufacturing operations and suppliers are located outside the United States, including China, the United Kingdom, Spain and the Netherlands ⁷⁸. The Company's sales and operating activities outside of the U.S. are, and will continue to be, subject to a number of risks, including unfavorable fluctuations in foreign currency exchange rates, adverse changes in foreign tax, legal and regulatory requirements, export and import restrictions and controls on repatriation of cash, political and economic instability, difficulty in protecting intellectual property, government embargoes, tariffs and trade protection measures, and acts of hostility, terror or war ⁷⁹. To illustrate the potential impact of changes in foreign currency exchange rates on the translation of its results of operations, annual sales and operating profit were remeasured assuming a ten percent reduction in foreign exchange rates compared to the U.S. dollar. Under this assumption, annual sales would have been $30 million lower and operating profit would have been $4 million lower for the fiscal year ended August 31, 2026 ⁸⁰.

The Company's business is subject to significant risks related to its supply chain, as it relies on a network of global suppliers for components and raw materials, and may experience reductions or interruptions in supply due to factors beyond its control, including geopolitical conflicts, natural disasters, pandemics, or shortages in global freight capacity ⁸¹. The Company procures certain components from single or limited suppliers and a portion of its components from suppliers located in China, exposing it to potential disruptions due to political tensions, tariffs, and other trade restrictions ⁸². Deterioration of, or instability in, the domestic and international economy and challenging end-market conditions could impact the Company's ability to grow the business and adversely impact its financial condition, results of operations and cash flows ⁸³. A substantial portion of the Company's revenues is derived from customers in cyclical industries (such as the industrial and oil & gas sectors) that typically are adversely affected in periods of economic contraction or volatility ⁸⁴. Disruptions in global oil markets have adversely affected the Company's business and results of operations and similar events in the future may adversely affect its business and results ⁸⁵. Uncertainty over global tariffs, or the financial impact of tariffs, may negatively affect the Company's results, as changes in U.S. domestic and global tariff frameworks have increased its costs of producing goods and resulted in additional risks to its supply chain ⁸⁶. The Company's goodwill and other intangible assets represent a substantial amount of its total assets; as of August 31, 2026, goodwill and other intangible assets totaled $333 million, or 39% of its total assets ⁸⁷. If future operating performance at one or more of its reporting units were to fall below current levels, the Company could be required to recognize a non-cash charge to operating earnings to impair the related goodwill or other intangible assets ⁸⁸.

Management's message to shareholders emphasizes a long-term goal to create sustainable returns through above-market growth in the core business, expanding margins, generating strong cash flow, and being disciplined in the deployment of capital ⁸⁹. The Company intends to grow through execution of its organic growth strategy, focused on key vertical markets that benefit from long-term macro trends, driving customer driven innovation, expansion of its digital ecosystem to acquire and engage customers, and an expansion in emerging markets such as Asia Pacific ⁹⁰. In addition to organic growth, the Company focuses on margin expansion through operational efficiency techniques, including lean, continuous improvement and 80/20, to drive productivity and lower costs, as well as optimizing its selling, general and administrative expenses through consolidation and shared service implementation ⁹¹. The Company also applies these techniques and pricing actions to offset commodity increases and inflationary pricing ⁹². Finally, cash flow generation is critical to achieving the Company's financial and long-term strategic objectives ⁹³. The Company believes driving profitable growth and margin expansion will result in cash flow generation, which it seeks to supplement through minimizing primary working capital ⁹⁴. The Company intends to allocate the cash flow that results from the execution of its strategy in a disciplined way toward investment in its businesses, maintaining its strong balance sheet, disciplined M&A program and opportunistically returning capital to shareholders ⁹⁵. The Company anticipates the compounding effect of reinvesting in its business will fuel further growth and profitable returns ⁹⁶. The Company's strategic priorities for the period ahead include executing its organic growth strategy, expanding its margins through operational efficiency, and disciplined capital deployment, including strategic acquisitions such as the recent acquisition of SFE Group for approximately $452 million in cash plus approximately $20 million in restricted stock unit awards ⁹⁷.