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

Annual report pursuant to Section 13 and 15(d)

Capital Stock

Capital Stock

12 Months Ended

Aug. 31, 2014

The authorized common stock of the Company as of August 31, 2014 consisted of 168,000,000 shares of Class A common stock, $0.20 par value, of which 78,480,780 shares were issued and 66,285,421 outstanding; 1,500,000 shares of Class B common stock, $0.20 par value, none of which were issued and 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 for payment 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 authorized two separate authorizations (September 2011 and March 2014) to repurchase up to 7,000,000 shares each of the Company’s outstanding common stock. At August 31, 2014, total shares repurchased under these publicly announced programs were 12,195,359. As summarized in the following table, on October 1, 2014 all 14,000,000 shares under the these two authorizations had been repurchased, with $447.1 million of total capital deployed over three fiscal years.



Period	Shares Repurchased	Average Price Paid per Share
Fiscal 2012	2,658,751	$	23.70
Fiscal 2013	1,324,762	31.55
Fiscal 2014	8,211,846	34.52
Fiscal 2015 (September 1 - October 1)	1,804,641	32.58
	14,000,000	$	31.93

The Board of Directors authorized a new (third) stock repurchase program to acquire up to 7,000,000 additional shares of the Company’s outstanding Class A common stock on October 1, 2014.

Earnings Per Share

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



	Year Ended August 31,
	2014		2013		2012
Numerator:
Net earnings	$	163,573	$	30,048	$	87,290
Plus: 2% Convertible Notes financings costs, net of taxes	—		—		425
Net earnings for diluted earnings per share	$	163,573	$	30,048	$	87,715
Denominator:
Weighted average common shares outstanding for basic earnings per share	70,942		72,979		70,099
Net effect of dilutive securities—employee stock compensation plans	1,544		1,601		1,119
Net effect of 2% Convertible Notes based on the if-converted method	—		—		3,722
Weighted average common shares outstanding for diluted earnings per share	72,486		74,580		74,940

Basic Earnings Per Share:	$	2.31	$	0.41	$	1.25

Diluted Earnings Per Share:	$	2.26	$	0.40	$	1.17

At August 31, 2014, 2013 and 2012, outstanding share based awards to acquire 522,000, 619,000 and 2,582,000 shares of common stock were not included in the computation of diluted earnings per share because the effect would have been anti-dilutive.