Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 11-K



	(Mark One)

[X]	ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the fiscal year ended August 31, 2019

OR

[_]	TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________________ to ________________________

Commission file number: 1-11288

A. Full title of the plan and the address of the plan, if different from that of the issuer named below:

Actuant Corporation 401(k) PLAN

B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

ENERPAC TOOL GROUP CORP

N86 W12500 WESTBROOK CROSSING

MENOMONEE FALLS, WISCONSIN 53051

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

Actuant Corporation 401(k) Plan

Financial Statements and Additional Information

August 31, 2019 and 2018



Table of Contents
Report of Independent Registered Public Accounting Firm	1

Financial Statements
Statements of Net Assets Available for Benefits	3
Statements of Changes in Net Assets Available for Benefits	4
Notes to Financial Statements	5

Additional Information
Schedule H, Line 4i---Schedule of Assets (Held at End of Year)	9

Report of Independent Registered Public Accounting Firm

Plan Administrator

Actuant Corporation 401(k) Plan

Menomonee Falls, Wisconsin

Opinion on the Financial Statements

We have audited the accompanying statements of net assets available for benefits of Actuant Corporation 401(k) Plan (the “Plan”) as of August 31, 2019 and 2018, and the related statements of changes in net assets available for benefits for the years then ended, and the related notes and schedule (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of August 31, 2019 and 2018, and the changes in net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States.

Basis for Opinion

These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Plan 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 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.

The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion.

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.

Supplementary Information

The supplemental information in the accompanying schedules of Schedule H, Line 4i - Schedule of Assets (Held at End of Year) as of August 31, 2019, have been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental information is the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information in the accompanying schedules is fairly stated, in all material respects, in relation to the financial statements as a whole.

/s/ Wipfli LLP

We have served as the Plan's auditor since 2003.

Radnor, Pennsylvania

February 26, 2020

Actuant Corporation 401(K) PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS



	August 31,
	2019			2018
Cash	$	1,299		$	—
Investments, at fair value	177,820,399			181,026,432
Receivables
Participant contribution receivable	16,438			23,512
Company contribution receivable	8,106			4,535,265
Participant notes receivable	2,602,524			2,533,047
Total receivables	2,627,068			7,091,824
Total assets	180,448,766			188,118,256

Liabilities
Excess contributions payable	(5,004		)	(2,929		)
Accrued administrative expenses	(40,342		)	(87,126		)
Net assets available for benefits	$	180,403,420		$	188,028,201

The accompanying notes are an integral part of these financial statements.

Actuant Corporation 401(K) PLAN

STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS



	Year Ended August 31,
	2019			2018
Investment gains (losses)
Net realized and unrealized (losses) gains on fair value of investments	$	(1,980,461	)	$	19,662,983
Interest and dividend income from investments	2,041,279			1,845,333
Total investment gains	60,818			21,508,316

Interest income on participant notes receivable	126,495			118,026

Contributions
Company	3,777,980			4,577,329
Rollover	649,878			1,160,453
Participant	9,813,522			9,522,819
Total contributions	14,241,380			15,260,601

Benefits paid to participants	(21,755,358		)	(18,811,603		)

Administrative expenses	(298,116		)	(306,521		)

Change in net assets available for benefits	(7,624,781		)	17,768,819
Net assets available for benefits at beginning of year	188,028,201			170,259,382
Net assets available for benefits at end of year	$	180,403,420		$	188,028,201

The accompanying notes are an integral part of these financial statements.

Actuant Corporation 401(k) Plan

Notes to Financial Statements

Note 1. Description of Plan

The following description of the Actuant Corporation 401(k) Plan (the “Plan”) provides only general information. Participants should refer to the Plan’s summary plan description for a more complete description of the Plan's provisions. The Plan is subject to and complies with the provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). The purpose of the Plan is to encourage eligible employees to regularly save part of their earnings and to assist them in accumulating additional financial security for their retirement. Generally, all employees of domestic subsidiaries of Enerpac Tool Group Corp. (the “Company”), formerly Actuant Corporation, who are scheduled to work at least 1,000 hours in a one-year period are immediately eligible to participate in the Plan, except those subject to a collective bargaining agreement (“CBA”), unless the CBA specifically provides for coverage under the Plan. Employees of acquired companies are eligible to participate in the Plan at the discretion of the Company and employees of designated operating units may be excluded from Plan participation.

Contributions

Participants may make voluntary pre-tax and after tax (“Roth”) contributions of between 1% and 50% of qualifying compensation, subject to certain Internal Revenue Code (“IRC”) limitations. Participants who have attained the age of 50 are eligible to make catch-up contributions to the Plan. The Company amended the plan effective September 1, 2018 such that the Company’s match contribution was 50% of the amount contributed, up to 8% of the participant’s eligible compensation. The plan also includes an annual discretionary contribution of up to 3% of each eligible participant’s eligible pay, which is dependent on the Company’s financial performance and is at the discretion of the Company’s management. Both the matching and discretionary contributions are made in the form of cash into the participant's investment elections. In addition, the Company is required to make contributions to certain participants who are subject to a CBA.

If a newly eligible employee does not affirmatively enroll or decline enrollment in the Plan within 30 days after first eligible, that employee is automatically enrolled at 8% of eligible compensation on a pre-tax basis into an age-appropriate target date fund. The Plan may automatically re-enroll participants at 8% on a yearly basis if their elective deferrals are zero percent (0%). Further, if a participant is at an elective deferral of less than ten percent (10%), the Plan also automatically increases a participant’s elective deferrals by one percent (1%) annually until contributions equal ten percent (10%) unless the participant affirmatively denies that election.

Prior to the amendment to the Plan, the Company made matching contributions equal to 100% of the first $300 of a participant's Elective Deferral and Roth 401(k) contributions, plus 25% of the participant's combined Elective Deferral Contributions and Roth 401(k) contributions between $301 and 6% of a participant's eligible compensation. Depending on the Company's financial performance, the Company could make discretionary contributions ("core") up to 3% of each participant's eligible compensation. Both the pre-amendment matching and core contributions were made in the form of cash into the participant's investment elections. Participants were required to be employed by the Company on the last day of the Plan year to be eligible for the discretionary contribution. If the participant was not employed on the last day of the Plan year due to retirement, death or disability, the participant was still eligible for the core contribution in that plan year.

Investment Options

Participants direct the investment of their voluntary contributions and may direct the investment for the Company’s discretionary and matching contributions to any of the defined investment options. Participants may change their investment options at any time.

Participant Accounts

Each participant’s account is credited with contributions, participant rollovers, an allocation of Plan earnings thereon and reduced for benefit payments and certain fees charged by the trustee. Plan earnings are determined and credited to each participant’s account on a daily basis in accordance with the proportion of the participant’s account to all accounts. Substantially all administrative expenses of the Plan are paid by the Plan. Separate pre-tax and Roth contribution accounts are maintained for participants.

Vesting

The Company's matching contribution is made with each payroll period and is immediately 100% vested. Participants have, at all times, a fully vested and non-forfeitable interest in the amount of their voluntary and matching contributions. The discretionary contribution will be 100% vested after 3 years of service. Upon death, disability or retirement, while employed by the Company, participants become fully vested in their entire account balance.

Forfeited Accounts

Forfeitures are created when participants terminate employment with the Company prior to being fully vested. These forfeited amounts are then used to reduce the Company’s future contributions to the Plan. At August 31, 2019 and 2018, unallocated forfeitures were $7,975 and $360,965, respectively. Forfeitures used to reduce Company contributions were $472,655 and $275,447 for fiscal 2019 and 2018, respectively.

Payment of Benefits

At death, disability, retirement or termination, participants or their designated beneficiaries are entitled to receive benefits equal to their vested account balances. Participants may elect to receive vested benefits in the form of a lump-sum distribution, installment payments or a direct transfer to an eligible retirement plan. If a participant’s vested account balance is less than $5,000 it will automatically be distributed in the form of a direct rollover to an individual retirement account ($1,000 or less in a lump sum payment). In the event of hardship, participants may withdraw a portion of their vested account balances.

Participant Notes Receivable

A participant may receive a note from the Plan out of the participant’s voluntary contributions, rollover, prior Company contributions and qualified non-elective contributions account in an amount greater than or equal to $1,000, not to exceed the lesser of 50% of the portion of the participant’s vested account balances plus earnings thereon or $50,000. Notes bear a fixed interest rate of the prime rate at the time of the note plus 1%. Notes and interest thereon are repaid from payroll deductions over a period not to exceed five years, unless the note is used to purchase the principal residence of the participant, in which case the term of the note will be a reasonable period not to exceed 20 years, as determined by the Plan administrator.

Participants’ notes receivable are valued at their unpaid principal balance plus accrued but unpaid interest. No allowance for credit losses has been recorded as of August 31, 2019 or 2018. If a participant ceases to make note repayments and the Plan administrator deems the participant note to be in default, the participant note balance is reduced and a benefit payment is recorded.

Note 2. Summary of Significant Accounting Policies

Basis of Accounting

The financial statements of the Plan are prepared under the accrual method of accounting in accordance with accounting principles generally accepted in the United States.

Use of Estimates in Preparation of Financial Statements

The preparation of the accompanying financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that directly affect the reported amounts of assets, liabilities and changes therein. Actual results may differ from those estimates.

Investment Valuation

The Plan’s investments are stated at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. See Note 3 for discussion for fair value measurements.

Income Recognition

Purchases and sales of investments are recorded on a trade-date basis. Interest income is recognized when earned. Dividends are recorded on the ex-dividend date. The Statement of Changes in Net Assets Available for Benefits includes the net gain (loss) on the fair value of investments, which consists of realized and unrealized gains and losses.

Risk and Uncertainties

The Plan’s investments are exposed to various risks, such as interest rate, market and credit risks. Due to the level of risk associated with certain investments it is reasonably possible that changes in the fair value of investments will occur in the near term. These changes could materially affect participants’ account balances and the amounts reported in the financial statements.

Payment of Benefits

Benefits are recorded when paid.

Actuant Corporation 401(k) Plan

Schedule H, Line 4i - Schedule of Assets (Held at End of Year)

EIN:39-0168610 Plan Number:022

August 31, 2018

Note 3. Fair Value Measurements

The Plan assesses the inputs used to measure fair value using a three-tier hierarchy. Level 1 inputs include quoted prices for identical instruments and are the most observable. Level 2 inputs include quoted prices for similar assets and observable inputs. Level 3 inputs are not observable in the market and include management’s own judgments about the assumptions market participants would use in pricing the asset or liability. The following valuation methodologies are used for plan assets measured at fair value:

Mutual Funds: Valued at quoted prices from an active market which represents the net asset value (NAV) of shares held by the Plan at year end.

Actuant Corporation Stock Fund: The Actuant Corporation Stock Fund is a unitized fund. The fund consists of Actuant common stock and short-term cash equivalents which provide liquidity for trading. The Actuant common stock is valued at the quoted market price from an active market and the short-term cash equivalents are valued at cost, which approximates fair value.

Common collective trust: Fair value for these investments is determined by the NAV based on the fair value of the underlying funds. The NAV, as provided by the custodian, is used as a practical expedient to estimate fair value. The NAV is based on the fair value of the underlying investments held by the fund less its liabilities. This practical expedient is not used when it is determined to be probable that the fund will sell the investment for an amount different than the reported NAV.

The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

A summary of assets at August 31 measured at fair value on a recurring basis are as follows:



	2019		2018
Level 1 Valuation:
Mutual funds	$	130,808,650	$	129,539,107
Level 2 Valuation:
Actuant Corporation stock fund*	9,685,789		14,178,476
Total investment assets in fair value hierarchy	140,494,439		143,717,583

Common collective trust	37,325,960		37,308,849
Total Investments at fair value	$	177,820,399	$	181,026,432

* Included 502,389 and 558,135 shares of Actuant Corporation Common Stock as of August 31, 2019 and 2018, respectively.

The following table summarizes the Plan’s investments in common collective trusts with a reported fair value using NAV per share at August 31:



	2019		2018		Unfunded Commitment	Redemption Frequency	Redemption Notice Period
Wells Fargo S&P 500 Index Fund	$	22,610,524	$	24,643,267	—	Daily	None
Wells Fargo Stable Return Fund	$	14,715,436	$	12,665,582	—	Daily	12 months
Total Common Collective Trust	$	37,325,960	$	37,308,849

Note 4. Tax Status

The Internal Revenue Service has determined and informed the Company in a letter dated February 24, 2017, that the Plan was designed in accordance with the applicable sections of the IRC. Although the Plan has been amended since receiving the determination letter, the plan administrator believes that the Plan is designed, and is currently being operated, in compliance with the applicable requirements of the IRC.

Accounting principles generally accepted in the United States of America require plan management to evaluate tax positions taken by the Plan and recognize a tax liability if the organization has taken an uncertain position that more likely than not would not be sustained upon examination by the Internal Revenue Service. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. The plan administrator believes it is no longer subject to income tax examinations for years prior to applicable statutory periods.

Note 5. Plan Termination

Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions and to terminate the Plan at any time, subject to the provisions of ERISA. In the event of plan termination, participants will become fully vested in their accounts.

Note 6. Exempt Party-in-Interest Transactions

Certain plan investments are in shares of mutual funds and common trust funds managed by Wells Fargo Bank, custodian of the Plan, shares of Actuant Corporation Common Stock and participant notes receivable. These transactions qualify as party-in-interest transactions, however, they are not considered prohibited transactions under 29 CFR 408(b) of the ERISA regulations. Fees incurred by the Plan for the investment management services paid through revenue sharing are included in administrative expenses.

Note 7. Subsequent Events

On October 31, 2019, the Company divested its Engineered Components & Solutions segment (the "segment") to a third party. Due to the significance, the divestiture was treated as a partial plan termination wherein the Company was required to fully vest in the Plan any terminated participant. Terminated participants were given the option to retain their funds in the the Plan, roll over their funds into the plan established by the acquiror of the segment, or cash out their account. On November 29, 2019, the Plan rolled over $29,432,915 of assets for those terminated participants who elected the roll over option.

On December 20, 2019, the Plan was amended such that the Plan year end is changed from August 31 to December 31.

Actuant Corporation 401(k) Plan

Schedule H, Line 4i - Schedule of Assets (Held at End of Year)

EIN:39-0168610 Plan Number:022

August 31, 2019



(a)	(b)	Issuer, borrower, lessor, or similar party	(c)	Description of Investment	(d)	Cost	(e)	Current Value
		Registered Investment Co:
		Clearbridge Large Cap Growth Fund		Registered Investment Co		(A)		$	14,735,246
		Invesco Oppenheimer Developing Markets Fund		Registered Investment Co		(A)		2,939,201
		Invesco Small Cap Growth Fund		Registered Investment Co		(A)		4,042,435
		Northern Small Cap Value Fund		Registered Investment Co		(A)		4,159,808
		Nuveen Dividend Value Fund		Registered Investment Co		(A)		5,175,646
		MFS International Diversification Fund		Registered Investment Co		(A)		4,209,490
		Pimco Commodity Real Return Strategy Fund		Registered Investment Co		(A)		289,313
		T. Rowe Price Retirement 2015 Fund		Registered Investment Co		(A)		2,408,714
		T. Rowe Price Retirement 2020 Fund		Registered Investment Co		(A)		8,035,363
		T. Rowe Price Retirement 2025 Fund		Registered Investment Co		(A)		17,156,377
		T. Rowe Price Retirement 2030 Fund		Registered Investment Co		(A)		11,929,752
		T. Rowe Price Retirement 2035 Fund		Registered Investment Co		(A)		9,457,035
		T. Rowe Price Retirement 2040 Fund		Registered Investment Co		(A)		11,921,692
		T. Rowe Price Retirement 2045 Fund		Registered Investment Co		(A)		5,396,091
		T. Rowe Price Retirement 2050 Fund		Registered Investment Co		(A)		2,672,271
		T. Rowe Price Retirement 2055 Fund		Registered Investment Co		(A)		2,741,983
		T. Rowe Price Retirement 2060 Fund		Registered Investment Co		(A)		937,065
		Vanguard Mid Cap Index Fund		Registered Investment Co		(A)		10,739,658
		Victory Sycamore Established Value A Fund		Registered Investment Co		(A)		3,667,660
		Voya (Ing) MidCap Opportunities Fund		Registered Investment Co		(A)		1,195,118
*		Wells Fargo Advantage Total Return Bond Fund		Registered Investment Co		(A)		6,998,732
								130,808,650

		Common Collective Trusts
*		Wells Fargo S&P 500 Index Fund		Common Collective Trust		(A)		22,610,524
*		Wells Fargo Stable Return Fund		Common Collective Trust		(A)		14,715,436
								37,325,960

*		Actuant Corporation Stock Fund		(B)		(A)		9,685,789
*		Participant Notes Receivable		(C)		-		2,602,524
								$	180,422,923

		* Party-in-Interest
		(A) Cost omitted for participant-directed investments
		(B) Includes 502,389 shares of Actuant Corporation Common Stock
		(C) Participant notes receivable have interest rates from 4.25% to 9.50%

See Report of Independent Registered Public Accounting Firm

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.



	ACTUANT CORPORATION 401(k) PLAN
Date: February 26, 2020	/s/ Bryan Johnson
	Bryan Johnson Plan Administrative Committee Member

Exhibit Index

Exhibit No. Description

23.1 Consent of WIPFLI LLP, Independent Registered Public Accounting Firm