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Acquisitions

9 Months Ended

Apr. 30, 2021

Note 9—Acquisitions

On December 3, 2020, the Company’s subsidiary IDT International Telecom, Inc. (“IDTIT”) acquired 51% of the issued shares of a company that provides a digital distribution platform facilitating supply and distribution of mobile airtime and data top-ups and other services across borders via a single point application programming interface. The operating results of the acquired company from the date of acquisition, which were not significant, are included in the Company’s consolidated financial statements.

The acquisition date fair value of the consideration consisted of the following (in thousands):

		December 03 2020
Cash paid	$	2,732
Cash acquired		(344	)
Cash paid, net of cash acquired		2,388
Contingent consideration		393
Total fair value of consideration, net of cash acquired	$	2,781

The contingent consideration of $0.5 million will be paid (a) no later than November 30, 2021 if the acquired company generates EBITDA (as defined in the purchase agreement) of no less than $1.0 million between October 1, 2020 and September 30, 2021; or (b) no later than November 30, 2022 if the acquired company generates EBITDA of no less than $1.0 million between October 1, 2021 and September 30, 2022. The acquisition-date fair value of the contingent consideration was estimated using discounted cash flow models. This fair value measurement was based on significant inputs not observable in the market and therefore represents a Level 3 measurement. There was no change in the estimated fair value of the contingent consideration in the period from the acquisition date to April 30, 2021.

The impact of the acquisition’s purchase price allocations on the Company’s consolidated balance sheet was as follows (in thousands):

		April 30, 2020
Trade accounts receivable	$	656
Prepaid expenses		1,644
Property, plant and equipment		75
Goodwill		2,025
Customer relationships (15-year useful lives)		1,960
Tradenames (20-year useful lives)		440
Deferred income tax assets		197
Other assets		30
Trade accounts payable		(1,306	)
Accrued expenses		(423	)
Other current liabilities		(329	)
Noncontrolling interests		(2,188	)
Net assets excluding cash acquired	$	2,781

Pursuant to a Put/Call Option Agreement related to the 5% of the issued shares of the acquired company that the seller did not initially sell to IDTIT (“Option Shares”), the seller exercised its option and on March 22, 2021, IDTIT purchased the Option Shares for $0.3 million. The purchase of the Option Shares resulted in a $0.2 million reduction in “Noncontrolling interests” and a $21,000 reduction in “Additional paid-in capital” in the consolidated balance sheets.

The goodwill was assigned to the Traditional Communications segment and was attributable primarily to the assembled workforces and the expected synergies from the business combination. The goodwill is not expected to be deductible for income tax purposes.

The Company’s pro forma results of operations as if the acquisition occurred on August 1, 2019 were not materially different from the actual results of operations.

Ringsouth Europa, S.L.

On December 11, 2019, the Company’s subsidiary, net2phone, Inc. acquired 100% of the outstanding shares of Ringsouth Europa, S.L. (“Ringsouth”), a regional provider of cloud communications services to businesses in Spain. The acquisition date fair value of the consideration consisted of the following (in thousands):

		December 11, 2019
Cash paid	$	450
Contingent consideration		375
Total fair value of consideration	$	825

Ringsouth’s operating results from the date of acquisition, which were not significant, were included in the Company’s consolidated financial statements. The Company’s pro forma results of operations as if the Ringsouth acquisition occurred on August 1, 2019 were not materially different from the actual results of operations.