SHAREHOLDERS' EQUITY

6 Months Ended

Feb. 29, 2024

Equity [Abstract]

SHAREHOLDERS' EQUITY

SHAREHOLDERS' EQUITY

Shares Outstanding

Shares of Company's common stock outstanding for the three and six months ended February 29, 2024 and February 28, 2023 were as follows:

	Three Months Ended February 29,		Six Months Ended February 29,
(in thousands)	February 29, 2024	February 28, 2023	February 29, 2024	February 28, 2023
Common stock outstanding, beginning of period	19,966	20,314	19,938	20,260
Common stock repurchased during the period	—	(409)	—	(409)
Common stock issued during the period	18	26	46	79
Common stock outstanding, end of period	19,984	19,931	19,984	19,931

Dividends

The Company’s Board of Directors declared cash dividends during the six months ended February 29, 2024 and fiscal year 2023. The details of dividends paid are in the following tables:

(in thousands, except dividend per share)	Six Months Ended February 29, 2024
Record Date	Distribution Date	Number of Shares Outstanding on Record Date	Dividend per Share		Total Amount
10/30/2023	11/06/2023	19,939	$	0.06	$	1,196
1/29/2024	2/05/2024	19,973	$	0.06	1,198
Total					$	2,394

(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
4/24/2023	5/01/2023	19,999	$	0.06	1,200
7/31/2023	8/07/2023	19,931	$	0.06	1,196
Total					$	4,809

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 initially reserved for issuance. The 2017 plan would have terminated pursuant to its terms in December 2026; however, 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. Thereafter, on October 19, 2023, the Company’s Board of Directors approved, and on February 8, 2024, its shareholders approved, an amendment to the 2021 Plan to increase the number of shares of common stock authorized for issuance thereunder from 1.55 million to 2.5 million shares of common stock of the Company. The 2021 Plan will terminate in 2031.

As of February 29, 2024, employees and directors of the Company held Qualified Incentive Stock Options (“ISOs”) and Non-Qualified Stock Options (“NQSOs”) to purchase an aggregate of 1.9 million shares of common stock at exercise prices ranging from $6.85 to $66.14 per share.

The following table summarizes information about stock options:

(in thousands, except per share and weighted-average amounts)
Activity for the six months ended February 29, 2024	Number of Options	Weighted-Average Exercise Price Per Share		Weighted-Average Remaining Contractual Life
Outstanding, August 31, 2023	1,478	$	34.62	6.62 years
Granted	515	40.34
Exercised	(49)	14.47
Canceled/Forfeited	(11)	45.38
Outstanding, February 29, 2024	1,933	$	36.58	7.13 years
Vested and Exercisable, February 29, 2024	861	$	29.14	4.95 years
Vested and Expected to Vest, February 29, 2024	1,852	$	36.40	7.02 years

The total grant-date fair value of nonvested stock options as of February 29, 2024, was $21.7 million and is amortizable over a weighted-average period of 3.5 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 six-month period ended February 29, 2024 and fiscal year 2023:

(in thousands, except weighted-average amounts)	Six Months Ended February 29, 2024			Fiscal Year 2023
Estimated fair value of awards granted	$	10,256		$	10,067
Unvested Forfeiture Rate	6.38		%	0.22		%
Weighted-average grant price	$	40.34		$	43.78
Weighted-average market price	$	40.34		$	43.78
Weighted-average volatility	44.70		%	46.14		%
Weighted-average risk-free rate	4.86		%	4.29		%
Weighted-average dividend yield	0.60		%	0.55		%
Weighted-average expected life	6.59 years			6.55 years

The exercise prices for the options outstanding at February 29, 2024, ranged from $6.85 to $66.14, and the information relating to these options are as follows:

(in thousands except prices and weighted-average amounts)

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	180	1.56 years	$	8.88	180	1.56 years	$	8.88
$	9.78	$	18.76	146	2.99 years	$	10.08	146	2.99 years	$	10.08
$	18.77	$	33.40	182	5.16 years	$	25.72	163	5.09 years	$	25.01
$	33.41	$	47.63	1,154	8.84 years	$	41.34	213	7.66 years	$	40.92
$	47.64	$	66.14	271	7.07 years	$	56.32	159	6.80 years	$	57.87
				1,933	7.13 years	$	36.58	861	4.95 years	$	29.14

During the three and six months ended February 29, 2024, we issued 3,960 and 8,215 shares of stock valued at $0.2 million and $0.3 million, respectively, to our nonmanagement directors as compensation for board-related duties.

The Company's par-value common stock and additional paid-in capital as of February 29, 2024, were $11 thousand and $148.5 million, respectively.

Share Repurchases

No share repurchases were made during the six months ended February 29, 2024.

On December 29, 2022, our Board of Directors authorized and approved a share repurchase program for up to $50 million of the outstanding shares of our common stock, and on January 11, 2023, we 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 our outstanding shares of common stock as part of the share repurchase program, which was settled in full in May 2023. The share repurchase program has no expiration date but may be terminated at any time at our Board of Directors’ discretion.

In January 2023, we received an initial delivery of an aggregate of 408,685 shares of our common stock from Morgan Stanley pursuant to the ASR Agreement, in exchange for which we made an initial payment of $20 million to Morgan Stanley. These 408,685 shares were retired and are treated as authorized, unissued shares. At final settlement on May 20, 2023, based on the volume-weighted average price of our common stock during the term of the ASR Agreement, Morgan Stanley delivered an additional 83,356 shares of Company common stock to us, which shares were also retired and treated as authorized, unissued shares.

After completion of the repurchases under the ASR Agreement, $30 million remains available for additional repurchases under our authorized repurchase program.