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, 2015

The authorized common stock of the Company as of August 31, 2015 consisted of 168,000,000 shares of Class A common stock, 0.20 par value, of which 78,932,533 shares were issued and 59,206,054 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 authorized 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, 2015, total shares repurchased totaled 19,726,479 and an additional 8,273,521 shares have been authorized to be repurchased under the existing share repurchase programs.

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,
	2015		2014		2013
Numerator:
Net earnings	$	19,872	$	163,573	$	30,048
Denominator:
Weighted average common shares outstanding - basic	61,262		70,942		72,979
Net effect of dilutive securities - stock based compensation plans	793		1,544		1,601
Weighted average common shares outstanding - diluted	62,055		72,486		74,580

Basic Earnings Per Share:	$	0.32	$	2.31	$	0.41

Diluted Earnings Per Share:	$	0.32	$	2.26	$	0.40

At August 31, 2015, 2014 and 2013, outstanding share based awards to acquire 2,056,000, 522,000 and 619,000 shares of common stock were not included in the computation of diluted earnings per share because the effect would have been anti-dilutive.