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, 2013

The authorized common stock of the Company as of August 31, 2013 consisted of 168,000,000 shares of Class A common stock, $0.20 par value, of which 77,001,144 shares were issued and 73,017,631 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.

On September 28, 2011, the Company’s Board of Directors authorized a share buyback program for up to 7,000,000 shares of the Company’s Class A common stock. The share repurchase plan may be implemented from time to time on the open market or in privately negotiated transactions, with repurchased shares available for use in connection with the Company’s stock-based compensation plans and for other corporate purposes. As of August 31, 2013 a total of 3,983,513 shares had been repurchased under this program.

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,
	2013		2012		2011
Numerator:
Net earnings	$	30,048	$	87,290	$	111,559
Plus: 2% Convertible Notes financings costs, net of taxes	—		425		1,755
Net earnings for diluted earnings per share	$	30,048	$	87,715	$	113,314
Denominator:
Weighted average common shares outstanding for basic earnings per share	72,979		70,099		68,254
Net effect of dilutive securities—employee stock compensation plans	1,601		1,119		1,089
Net effect of 2% Convertible Notes based on the if-converted method	—		3,722		5,962
Weighted average common shares outstanding for diluted earnings per share	74,580		74,940		75,305

Basic Earnings Per Share:	$	0.41	$	1.25	$	1.63

Diluted Earnings Per Share:	$	0.40	$	1.17	$	1.50

At August 31, 2013, 2012 and 2011, outstanding share based awards to acquire 619,000, 2,582,000 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.