Capital Stock and Share Repurchases

12 Months Ended

Aug. 31, 2024

Note 13. Capital Stock and Share Repurchases

The authorized common stock of the Company as of August 31, 2024 consisted of 168,000,000 shares of Class A common stock, $0.20 par value, of which 54,234,660 shares were issued and outstanding; 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 suspended the initial share repurchase program in response to the COVID-19 pandemic in the third quarter of fiscal 2020. In March 2022, the Company's Board of Directors rescinded its prior share repurchase authorization and approved a new share repurchase program authorizing the repurchase of a total of 10,000,000 shares of the Company's outstanding common stock. The Company repurchased 1,309,466 shares for $38.4 million in the year ended August 31, 2024. As of August 31, 2024, the maximum number of shares that may yet be purchased under the program is 2,717,049 shares. Since the inception of the initial share repurchase program in fiscal 2012, the Company has repurchased 30,082,181 shares of common stock for $838.9 million.

In December 2023, the Company's Board of Directors authorized the retirement of the Company's repurchased shares, and the Company retired 29,841,209 treasury shares. The initial share retirement resulted in reductions of $6.0 million in Class A Common Stock and $824.6 million in "Retained Earnings" reflected in the Condensed Consolidated Balance Sheets at August 31, 2024. Shares repurchased after December 18, 2023 were retired upon repurchase. In addition to the initial share retirement, the Company repurchased and retired 240,972 shares during the year-ended August 31, 2024.

Earnings Per Share

The reconciliation between basic and diluted earnings per share is as follows (in thousands, except per share amounts):


	Year Ended August 31,
	2024		2023		2022
Numerator:
Net earnings from continuing operations	$	82,207	$	53,649	$	19,591
Net earnings (loss) from discontinued operations	3,542		(7,088)		(3,905)
Net earnings	$	85,749	$	46,561	$	15,686
Denominator:
Weighted average common shares outstanding - basic	54,336		56,680		59,538
Net effect of dilutive securities - stock based compensation plans	526		437		371
Weighted average common shares outstanding - diluted	54,862		57,117		59,909

Earnings per common share from continuing operations:
Basic	$	1.51	$	0.95	$	0.33
Diluted	$	1.50	$	0.94	$	0.33

Earnings (loss) per common share from discontinued operations:
Basic	$	0.07	$	(0.13)	$	(0.07)
Diluted	$	0.06	$	(0.12)	$	(0.07)

Earnings per common share:
Basic	$	1.58	$	0.82	$	0.26
Diluted	$	1.56	$	0.82	$	0.26

Anti-dilutive securities- stock based compensation plans (excluded from earnings per share calculation)	96		891		946