Enerpac Tool Group Corp. Annual report pursuant to Section 13 and 15(d)

Annual report pursuant to Section 13 and 15(d)

Capital Stock and Share Repurchases

Capital Stock and Share Repurchases

12 Months Ended

Aug. 31, 2021

Note 13. Capital Stock and Share Repurchases

The authorized common stock of the Company as of August 31, 2021 consisted of 168,000,000 shares of Class A common stock, $0.20 par value, of which 83,021,654 and 60,222,424 shares were issued and outstanding, respectively; 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 did not repurchase shares during the year ended August 31, 2021. During the year ended August 31, 2020, the Company repurchased 1,343,662 shares for $27.5 million. At August 31, 2021, cumulative shares repurchased under these authorizations totaled 22,799,230, leaving 5,200,770 shares authorized for future buy backs.

Earnings Per Share

The following table sets forth the computation of basic and diluted loss per share (in thousands, except per share amounts):


	Year Ended August 31,
	2021		2020		2019
Numerator:
Net earnings from continuing operations	$	40,212	$	5,557	$	8,067
Net loss from discontinued operations	(2,135)		(4,834)		(257,212)
Net earnings (loss)	$	38,077	$	723	$	(249,145)
Denominator:
Weighted average common shares outstanding - basic	60,024		59,952		61,151
Net effect of dilutive securities - stock based compensation plans	379		317		456
Weighted average common shares outstanding - diluted	60,403		60,269		61,607

Earnings per common share from continuing operations:
Basic	$	0.67	$	0.09	$	0.13
Diluted	$	0.67	$	0.09	$	0.13

Loss per common share from discontinued operations:
Basic	$	(0.04)	$	(0.08)	$	(4.21)
Diluted	$	(0.04)	$	(0.08)	$	(4.18)

Loss per common share:
Basic	$	0.63	$	0.01	$	(4.07)
Diluted	$	0.63	$	0.01	$	(4.04)

Anti-dilutive securities- stock based compensation plans (excluding from earnings per share calculation)	880		1,532		1,239