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, 2016

Note 11. Capital Stock and Share Repurchases

The authorized common stock of the Company as of August 31, 2016 consisted of 168,000,000 shares of Class A common stock, 0.20 par value, of which 79,393,393 shares were issued and 58,953,959 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 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. At August 31, 2016, cumulative shares repurchased totaled 20,439,434, leaving 7,560,566 shares authorized for future buy backs under these authorizations.

Earnings Per Share

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



	Year Ended August 31,
	2016			2015		2014
Numerator:
Net earnings (loss)	$	(105,174	)	$	19,872	$	163,573
Denominator:
Weighted average common shares outstanding - basic	59,010			61,262		70,942
Net effect of dilutive securities - stock based compensation plans ⁽¹⁾	—			793		1,544
Weighted average common shares outstanding - diluted	59,010			62,055		72,486

Basic Earnings (Loss) Per Share:	$	(1.78	)	$	0.32	$	2.31
Diluted Earnings (Loss) Per Share:	$	(1.78	)	$	0.32	$	2.26

Anti-dilutive securities from stock based compensation plans (excluded from earnings per share calculation)	4,832			2,056		522

⁽¹⁾As a result of the impairment charges which caused a net loss in fiscal 2016, shares from stock based compensation plans are excluded from the calculation of diluted earnings (loss) per share, as the result would be anti-dilutive.