SHAREHOLDERS' EQUITY

6 Months Ended

Feb. 28, 2023

Equity [Abstract]

SHAREHOLDER'S EQUITY

SHAREHOLDERS' EQUITY

Shares Outstanding

Shares of Company common stock outstanding for the three and six months ended February 28, 2023 and 2022 were as follows:

	Three Months Ended February 28,		Six Months Ended February 28,
	2023	2022	2023	2022
Common stock outstanding, beginning of period	20,313,755	20,168,796	20,260,070	20,141,521
Common stock repurchased during the period *	(408,685)	—	(408,685)	—
Common stock issued during the period	25,553	12,988	79,238	40,263
Common stock outstanding, end of period	19,930,623	20,181,784	19,930,623	20,181,784

*Common stock repurchased per the ASR Agreement, as discussed in further detail in this footnote, below.

Dividends

The Company’s Board of Directors declared cash dividends during the fiscal years 2023 and 2022. The details of dividends paid are in the following tables:

(in thousands, except dividend per share)	Fiscal Year 2023
Record Date	Distribution Date	Number of Shares Outstanding on Record Date	Dividend per Share		Total Amount
10/31/2022	11/07/2022	20,299	$	0.06	$	1,218
1/30/2023	2/06/2023	19,924	$	0.06	1,195
Total					$	2,413

(in thousands, except dividend per share)	Fiscal Year 2022
Record Date	Distribution Date	Number of Shares Outstanding on Record Date	Dividend per Share		Total Amount
10/25/2021	11/01/2021	20,148	$	0.06	$	1,209
1/31/2022	2/07/2022	20,178	$	0.06	1,211
4/25/2022	5/02/2022	20,207	$	0.06	1,212
7/25/2022	8/01/2022	20,239	$	0.06	1,214
Total					$	4,846

Stock Option Plans

On December 23, 2016, the Company's Board of Directors adopted, and on February 23, 2017, its shareholders approved, the Company's 2017 Equity Incentive Plan (the "2017 Plan"), under which a total of 1.0 million shares of common stock were reserved for issuance. The 2017 plan would have terminated in December 2026. The 2017 Plan was replaced by the Company’s 2021 Plan (as defined below), and as a result, no further issuances of shares may be made under the 2017 Plan.

On April 9, 2021, the Company's Board of Directors adopted, and on June 23, 2021, its shareholders approved, the Company's 2021 Equity Incentive Plan (the “2021 Plan,” and together with the 2017 Plan, the "Plans"), under which a total of 1.3 million shares of common stock were initially reserved for issuance. On October 20, 2022, the Company’s Board of Directors approved, and on February 9, 2023, its shareholders approved, an amendment to the 2021 Plan to increase the number of shares of common stock authorized for issuance thereunder from 1.3 million shares to 1.55 million shares of common stock of the Company. The 2021 Plan will terminate in 2031.

As of February 28, 2023, employees and directors held Qualified Incentive Stock Options ("ISOs") and Non-Qualified Stock Options ("NQSOs") to purchase an aggregate of 1.6 million shares of common stock at exercise prices ranging from $6.85 to $66.14 per share.

The following tables summarize information about stock options:

(in thousands, except per share and weighted-average amounts)
Transactions During The Six Months Ended February 28, 2023	Number of Options	Weighted-Average Exercise Price Per Share		Weighted-Average Remaining Contractual Life
Outstanding, August 31, 2022	1,245	$	28.61	6.14 years
Granted	434	43.82
Exercised	(77)	14.94
Canceled/Forfeited	(26)	40.48
Outstanding, February 28, 2023	1,576	$	33.27	6.85 years
Vested and Exercisable, February 28, 2023	766	$	21.76	4.69 years
Vested and Expected to Vest, February 28, 2023	1,569	$	33.23	6.84 years

The total grant-date fair value of nonvested stock options as of February 28, 2023, was $16.2 million and is amortizable over a weighted-average period of 3.66 years.

The fair value of these options was estimated at the date of grant using the Black-Scholes option-pricing model. The Black-Scholes option-valuation model was developed for use in estimating the fair value of traded options, which do not have vesting restrictions and are fully transferable. In addition, option-valuation models require the input of highly subjective assumptions, including the expected stock price volatility.

The following table summarizes the fair value of the options, including both ISOs and NQSOs, granted during the current fiscal year 2023 and fiscal year 2022:

(in thousands, except prices)	Six Months Ended February 28, 2023			Fiscal Year 2022
Estimated fair value of awards granted	$	9,457		$	4,597
Unvested Forfeiture Rate	0.00		%	1.04		%
Weighted-average grant price	$	43.82		$	42.13
Weighted-average market price	$	43.82		$	42.13
Weighted-average volatility	46.26		%	42.80		%
Weighted-average risk-free rate	4.32		%	1.74		%
Weighted-average dividend yield	0.55		%	0.58		%
Weighted-average expected life	6.59 years			6.59 years

The exercise prices for the options outstanding at February 28, 2023, ranged from $6.85 to $66.14, and the information relating to these options is as follows:

(in thousands except prices)

Exercise Price				Awards Outstanding				Awards Exercisable
Low		High		Quantity	Weighted -Average Remaining Contractual Life	Weighted-Average Exercise Price		Quantity	Weighted-Average Remaining Contractual Life	Weighted-Average Exercise Price
$	6.85	$	9.77	259	2.27 years	$	8.33	259	2.27 years	$	8.33
$	9.78	$	18.76	174	3.99 years	$	10.10	174	3.99 years	$	10.10
$	18.77	$	33.40	214	6.15 years	$	25.37	147	6.06 years	$	24.62
$	33.41	$	47.63	646	9.15 years	$	42.06	84	7.58 years	$	37.92
$	47.64	$	66.14	283	8.07 years	$	56.27	102	7.68 years	$	58.55
				1,576	6.85 years	$	33.27	766	4.69 years	$	21.76

During the three and six months ended February 28, 2023, we issued 3,645 and 7,160 shares of stock valued at $0.1 million and $0.3 million, respectively, to our nonmanagement directors as compensation for board-related duties.

The balances of our par-value common stock and additional paid-in capital as of February 28, 2023, were $11 thousand and $137.8 million, respectively.

Share Repurchases

On January 11, 2023, the Company entered into an accelerated share repurchase agreement (the “ASR Agreement”) with Morgan Stanley & Co. LLC (“Morgan Stanley”) to repurchase an aggregate of $20 million of the Company’s outstanding common shares. The ASR Agreement was executed as part of the Company’s existing $50 million share repurchase program.

Pursuant to the terms of the ASR Agreement, the Company made an initial payment, using available cash balances, of $20 million to Morgan Stanley and received an initial delivery of 408,685 shares of Company common stock. These 408,685 shares were retired and are treated as authorized, unissued shares. The final number of shares to be repurchased will be based on the volume-weighted average price of the Company’s common stock during the term of the ASR Agreement, less a discount and subject to adjustments. At final settlement, under certain circumstances, Morgan Stanley may be required to deliver to the Company additional shares of the Company’s common stock, or the Company may be required to deliver to Morgan Stanley additional shares of the Company’s common stock (or, at the Company’s election, to make a cash payment to Morgan Stanley). The final settlement is expected to be completed during the third quarter of fiscal 2023. The Company estimates that the final additional share delivery from Morgan Stanley to the Company pursuant to the ASR Agreement will be approximately 91,000 shares.

The ASR Agreement contains the principal terms and provisions governing the transaction, including, but not limited to, the mechanism used to determine the number of shares that will be delivered, the required timing of delivery of the shares, the circumstances under which Morgan Stanley is permitted to make adjustments to valuation and calculation periods and various acknowledgments, representations and warranties made by the Company and Morgan Stanley to one another.