. SHAREHOLDERS' EQUITY

The Company completed the sale of

1,533,334

shares of its common stock through a registered offering which closed on

September 25, 2018,

at a price to the public of

$22.50

per share. The net proceeds received by the Company and after underwriting expenses of

$2,070

and offering expenses of

$220,

were

$32,210

and were recorded as paid-in capital as of

June 30, 2019.

The proceeds were used to partially pay down the Term Loan and Revolving Loans (see Note I, Debt).

The total number of shares of common stock outstanding at

June 30, 2019

and

2018

was

13,240,278

and

11,553,685,

respectively. At

June 30, 2019

and

2018,

treasury stock consisted of

1,392,524

and

1,545,783

shares of common stock, respectively. The Company issued

157,043

and

67,286

shares of treasury stock in fiscal

2019

and

2018,

respectively, to fulfill its obligations under the stock option plans and restricted stock and performance share award grants, as well as the contingent consideration related to the acquisition of Veth Propulsion Holding B.V. The Company also recorded forfeitures of

3,784

and

32,734

shares of previously issued restricted stock in fiscal

2019

and

2018,

respectively. The difference between the cost of treasury shares and the option price is recorded in common stock.

Under an authorization given by the Board of Directors on

July 27, 2012,

the Company is permitted to make open market purchases of its common stock. The Company did

not

make any open market purchases during the

two

most recent fiscal years. As of

June 30, 2019

and

2018,

315,000

shares remain authorized for purchase.

Cash dividends per share were

$0.00

in both fiscal

2019

and

2018.

The Company is authorized to issue

200,000

shares of preferred stock,

none

of which have been issued. The Company has designated

150,000

shares of the preferred stock as Series A Junior Preferred Stock.

The components of accumulated other comprehensive loss included in equity as of

June 30, 2019

and

2018

are as follows:

	2019			2018
Translation adjustments	$	4,439		$	7,085
Net loss on cash flow hedge derivatives, net of income taxes of $156 and $0, respectively		(509	)		-
Benefit plan adjustments, net of income taxes of $12,707 and $11,494 respectively		(41,901	)		(30,877	)
Accumulated other comprehensive loss	$	(37,971	)	$	(23,792	)

A reconciliation for the changes in accumulated other comprehensive income (loss), net of tax, by component for the years ended

June 30, 2018

and

June 30, 2019

is as follows:

	Translation		Benefit Plan
	Adjustment		Adjustment
Balance at June 30, 2017	$	6,130	$	(38,801	)
Other comprehensive income before reclassifications		955		5,824
Amounts reclassified from accumulated other comprehensive income		-		2,100
Net current period other comprehensive income		955		7,924
Balance at June 30, 2018	$	7,085	$	(30,877	)

	Translation			Benefit Plan			Cash Flow
	Adjustment			Adjustment			Hedges
Balance at June 30, 2018	$	7,085		$	(30,877	)	$	-
Other comprehensive loss before reclassifications		(2,646	)		(6,068	)		(509	)
Release stranded tax effects		-			(6,903	)		-
Amounts reclassified from accumulated other comprehensive income		-			1,947			-
Net current period other comprehensive income		(2,646	)		(11,024	)		(509	)
Balance at June 30, 2019	$	4,439		$	(41,901	)	$	(509	)

A reconciliation for the reclassifications out of accumulated other comprehensive income (loss), net of tax for the year ended

June 30, 2018

is as follows:

	Amount
	Reclassified
Amortization of benefit plan items
Actuarial losses	$	(3,053	)
Transition asset and prior service benefit		103
Total before tax benefit		(2,950	)
Tax benefit		850
Total reclassification net of tax	$	(2,100	)

A reconciliation for the reclassifications out of accumulated other comprehensive income (loss), net of tax for the year ended

June 30, 2019

is as follows:

	Amount
	Reclassified
Amortization of benefit plan items
Actuarial losses	$	(2,710	)
Transition asset and prior service benefit		176
Total before tax benefit		(2,534	)
Tax benefit		587
Total reclassification net of tax	$	(1,947	)