SHAREHOLDERS’ EQUITY

6 Months Ended

Feb. 28, 2021

Equity [Abstract]

SHAREHOLDERS’ EQUITY

NOTE 8: SHAREHOLDERS’ EQUITY

Dividends

Our Board of Directors declared cash dividends during fiscal years 2021 and 2020. The details of the dividends paid are in the following tables:

(in thousands, except dividend per share amounts)		Fiscal Year 2021
Record Date	Distribution Date		Number of Shares Outstanding on Record Date		Dividend per Share		Total Amount
10/26/2020	11/02/2020			19,924	$	0.06	$	1,195
1/25/2021	2/01/2021			20,010	$	0.06		1,201
Total							$	2,396

(in thousands, except dividend per share amounts		Fiscal Year 2020
Record Date	Distribution Date		Number of Shares Outstanding on Record Date		Dividend per Share		Total Amount
10/25/2019	11/01/2019			17,606	$	0.06	$	1,056
1/27/2020	2/03/2020			17,646	$	0.06		1,059
4/24/2020	5/01/2020			17,769	$	0.06		1,066
7/27/2020	8/03/2020			17,820	$	0.06		1,069
Total							$	4,250

Stock Option Plans

On February 23, 2007, the Board of Directors adopted and the shareholders approved the 2007 Stock Option Plan under which a total of 1.0 million shares of common stock were reserved for issuance. On February 25, 2014 the shareholders approved an additional 1.0 million shares increasing the total number of shares available to be granted under the 2007 Stock Option Plan to 2.0 million. This plan terminated in February 2017 by its term.

On December 23, 2016 the Board of Directors adopted, and on February 23, 2017 the shareholders approved, the 2017 Equity Incentive Plan under which a total of 1.0 million shares of common stock were reserved for issuance. This plan will terminate in December 2026 by its term.

On November 20, 2020, the Board of Directors adopted an amendment to the 2017 Equity Incentive Plan to, subject to shareholder approval, increase the number of shares reserved for issuance under the plan from 1.0 million shares of common stock to 1.75 million shares of common stock. The amendment, which was submitted for shareholder approval at our 2021 annual shareholder meeting, was not approved by the shareholders. As a result, we expect to submit a new equity plan for adoption by the Board of Directors and shareholders in May 2021. If approved, the new equity incentive plan will replace the 2017 Equity Incentive Plan, except that outstanding awards granted prior to the adoption of the new equity incentive plan will continue to be governed by the 2017 Equity Incentive Plan.

As of February 28, 2021, employees and directors hold Qualified Incentive Stock Options (“ISOs”) and Non-Qualified Stock Options (“NQSOs) to purchase 1.3 million shares of common stock at exercise prices ranging from $6.85 to $61.84.

The following table summarizes information about stock options: 

(in thousands, except per share and weighted-average amounts) Transactions during the six months ended February 28, 2021	Number of Options			Weighted- Average Exercise Price Per Share		Weighted- Average Remaining Contractual Life
Outstanding, August 31, 2020		1,224		$	17.76		6.79
Granted		206		$	57.83
Exercised		(134	)	$	13.11
Cancelled/Forfeited		(34	)	$	26.19
Outstanding, February 28, 2021		1,262		$	24.57		6.88
Exercisable, February 28, 2021		657		$	11.68		5.31

The weighted-average remaining contractual life of options outstanding issued under the Plan, both ISOs and NQSOs, was 6.88 years at February 28, 2021. The total fair value of nonvested stock options as of February 28, 2021 was $20.1 million and is amortizable over a weighted average period of 3.73 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 months ended February 28, 2021 and fiscal year 2020: 

(in thousands except pricing)	Six months ended February 28, 2021		Fiscal Year 2020
Estimated fair value of awards granted	$	4,657	$	2,997
Unvested forfeiture rate		0%		0%
Weighted average grant price	$	57.83	$	39.23
Weighted average market price	$	57.83	$	39.23
Weighted average volatility		40.47%		33.56%
Weighted average risk-free rate		0.60%		1.39%
Weighted average dividend yield		0.41%		0.65%
Weighted average expected life		6.64 years		6.67 years

The exercise prices for the options outstanding at February 28, 2021 ranged from $6.85 to $61.84, 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	$	8.00		150		3.50 years	$	6.85		150		3.50 years	$	6.85
$	8.01	$	16.00		470		5.55 years	$	9.93		402		5.48 years	$	9.89
$	16.01	$	24.00		191		7.21 years	$	20.47		65		6.41 years	$	20.42
$	24.01	$	38.00		189		8.66 years	$	33.45		39		8.63 years	$	33.82
$	38.01	$	52.00		15		9.09 years	$	38.59		1		8.98 years	$	38.81
$	52.01	$	61.84		247		9.68 years	$	58.53		–		–	$	–
					1,262		6.88 years	$	24.57		657		5.31 years	$	11.68

During the three and six months ended February 28, 2021 we issued 1,105 and 2,380 shares of stock valued at $87 and $170 thousand to our nonmanagement directors as compensation for services rendered to us.

In August 2020, we closed an underwritten public offering of approximately 2.1 million shares of our common stock to the public at $55.00 per share, which included the full exercise of the underwriters’ option to purchase approximately 273 thousand additional shares of common stock. The aggregate gross proceeds to the company from this offering were approximately $115 million before deducting underwriting discounts and commissions. Net proceeds were approximately $107.7 million. The offering was made pursuant to our automatic shelf registration statement on Form S-3 filed with the SEC on July 9, 2020.

The balance of par value common stock and additional paid in capital as of February 28, 2021 was $10 thousand and $130.7 million, respectively.