Stockholders' Equity

9 Months Ended

Jun. 30, 2024

Shareholders' Equity and Share-based Payments [Text Block]

7. STOCKHOLDERS’ EQUITY

Equity Incentive Plan

The Company’s 2006 Equity Incentive Plan, as amended and restated (the “Equity Incentive Plan”), provides for grants of stock options as well as grants of stock, including restricted stock. Approximately 3.0 million shares of common stock are authorized for issuance under the Equity Incentive Plan, of which approximately 568,992 shares were available for issuance at June 30, 2024.

Stock Repurchase Program

In December 2022, our Board authorized a stock repurchase program for the purchase from time to time of up to $40,000 of the Company’s common stock, replacing the Company's previous repurchase program. Share purchases are made for cash in open market transactions at prevailing market prices or in privately negotiated transactions or otherwise. The timing and amount of purchases under the program are determined based upon prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. All or part of the repurchases may be implemented under a Rule 10b5-1 trading plan, which allows repurchases under predetermined terms at times when the Company might otherwise be prevented from purchasing under insider trading laws or because of self-imposed blackout periods. The program does not require the Company to purchase any specific number of shares and may be modified, suspended, reinstated, or terminated at any time at the Company’s discretion and without notice. We repurchased 234 and 224,013 shares, respectively, of our common stock during the three and nine months ended June 30, 2023 in open market transactions at an average price of $40.00 and $31.06 per share, respectively. We repurchased 157,505 shares of our common stock during the three and nine months ended June 30, 2024 in open market transactions at an average price of $132.92 per share. Subsequent to June 30, 2024, we repurchased an additional 119,041 shares in open market transactions at an average price of $139.84, which fully utilized the amount remaining under the previous $40,000 authorization. On July 31, 2024, the Board authorized a new $200,000 stock repurchase program.

Treasury Stock

During the nine months ended June 30, 2024, we issued 82,180 shares of common stock from treasury stock to employees and repurchased 33,940 shares of common stock from our employees to satisfy statutory tax withholding requirements upon the vesting of certain performance phantom stock units under the Equity Incentive Plan. During the nine months ended June 30, 2024, we issued 1,000 unrestricted shares to satisfy the exercise of certain outstanding option awards under the Equity Incentive Plan.

During the nine months ended June 30, 2023, we issued 103,053 shares of common stock from treasury stock to employees and repurchased 31,095 shares of common stock from our employees to satisfy statutory tax withholding requirements upon the vesting of certain performance phantom stock units under the Equity Incentive Plan. In addition, 266 restricted shares were forfeited and returned to treasury stock. During the nine months ended June 30, 2023, we issued 2,000 unrestricted shares to satisfy the exercise of certain outstanding option awards under the Equity Incentive Plan.

Director Phantom Stock Units

Director phantom stock units (“Director PSUs”) are granted to the members of the Board of Directors as part of their overall compensation. The Director PSUs are contractual rights to receive one share of the Company's common stock and are paid via unrestricted stock grants to each director upon their departure from the Board of Directors, or upon a change in control. We record compensation expense for the full value of the grant on the date of grant.

Employee Phantom Stock Units

An employee phantom stock unit (an “Employee PSU”) is a contractual right to receive one share of the Company’s common stock. Depending on the terms of each grant, Employee PSUs may vest upon the achievement of certain specified performance objectives and continued performance of services, or may vest based on continued performance of services through the vesting date.

As of June 30, 2024, the Company had outstanding Employee PSUs, which, subject to the achievement of certain performance metrics, could result in the issuance of 324,537 shares of common stock. During the nine months ended June 30, 2024, we granted 86,512 Employee PSUs, 5,608 were forfeited, and 82,180 vested.

A summary of the compensation expense related to our stock awards recognized during the three and nine months ended June 30, 2024 and 2023 is provided in the table below:


	Three Months Ended June 30,				Nine Months Ended June 30,
	2024		2023		2024		2023
Restricted stock awards	$	—	$	—	$	—	$	25
Director PSUs	$	134	$	99	$	364	$	289
Employee PSUs	$	1,274	$	1,200	$	3,969	$	2,941