XML 30 R16.htm IDEA: XBRL DOCUMENT v3.10.0.1
Shareholders' Equity
12 Months Ended
Aug. 31, 2018
Shareholders' Equity [Abstract]  
Shareholders' Equity

9.SHAREHOLDERS’ EQUITY



Preferred Stock



We have 14.0 million shares of preferred stock authorized for issuance.  At August 31, 2018 and 2017,  no shares of preferred stock were issued or outstanding.



Treasury Stock



Open Market Purchases



On January 23, 2015, our Board of Directors approved a new plan to repurchase up to $10.0 million of the Company’s outstanding common stock.  All previously existing common stock repurchase plans were canceled and the new common share repurchase plan does not have an expiration date.  On March 27, 2015, our Board of Directors increased the aggregate value of shares of Company common stock that may be purchased under the January 2015 plan to $40.0 million so long as we have either $10.0 million in cash and cash equivalents or have access to debt financing of at least $10.0 million.  Through August 31, 2018, we have purchased 1,539,828 shares of our common stock for $26.8 million under the terms of this expanded common stock repurchase plan.  The actual timing, number, and value of common shares repurchased under this plan will be determined at our discretion and will depend on a number of factors, including, among others, general market and business conditions, the trading price of our common shares, and applicable legal requirements.  The Company has no obligation to repurchase any common shares under the authorization, and the repurchase plan may be suspended, discontinued, or modified at any time for any reason.



The cost of common stock purchased for treasury as shown on our consolidated statement of cash flows for the year ending August 31, 2018 is comprised of the cost of 104,699 shares that were withheld for statutory income taxes on stock-based compensation awards issued to participants during the fiscal 2018.  The withheld shares were valued at the market price on the date the shares were distributed to participants, which totaled $2.0 million.  For the fiscal years ended August 31, 2017 and 2016, we withheld 51,156 shares and 2,260 shares for minimum statutory taxes on stock-based compensation awards, which had a total value of $0.9 million and $38,000, respectively.



Fiscal 2016 Tender Offer



On December 8, 2015, we announced that our Board of Directors approved a modified Dutch auction tender offer for up to $35.0 million in value of shares of our common stock at a price within (and including) the range of $15.50 to $17.75 per share.  The tender offer commenced on December 14, 2015, and expired at 11:59 p.m. Eastern time, on January 12, 2016.  The tender offer was fully subscribed and we acquired 1,971,832 shares of our common stock at $17.75 per share.  Including fees to complete the tender offer, the total cost of the tendered shares was $35.3 million, which was financed by existing cash and proceeds from our revolving line of credit facility.  For further information regarding the terms and conditions of this completed tender offer, refer to information in the Tender Offer Statement on Schedule TO filed with Securities and Exchange Commission on December 14, 2015 and subsequent amendments thereto.