XML 42 R29.htm IDEA: XBRL DOCUMENT
v3.23.3

Stock-Based Compensation | 12 Months Ended
--- | ---
Jul. 31, 2023
Share-Based Payment Arrangement [Abstract] |
Stock-Based Compensation | Note 21—Stock-Based Compensation Stock-Based Compensation Plan The 2015 Stock Option and Incentive Plan is intended to provide incentives to officers, employees, directors, and consultants of the Company, including stock options, stock appreciation rights, limited rights, DSUs, and restricted stock. On December 14, 2022, the Company’s stockholders approved an amendment to the Company’s 2015 Stock Option and Incentive Plan to increase the number of shares of the Company’s Class B common stock available for the grant of awards thereunder by an additional 50,000 shares. On December 15, 2021, the Company’s stockholders approved an amendment to the Company’s 2015 Stock Option and Incentive Plan to increase the number of shares of the Company’s Class B common stock available for the grant of awards thereunder by an additional 175,000 shares. At July 31, 2023, the Company had 1.8 million shares of Class B common stock reserved for awards made under the 2015 Stock Option and Incentive Plan and 0.1 million shares were available for future grants. On October 11, 2023, the Company’s Board of Directors amended the Company’s 2015 Stock Option and Incentive Plan to increase the number of shares of the Company’s Class B common stock available for grant thereunder by an additional 250,000 shares. The amendment is subject to approval by the Company’s stockholders at its annual meeting of stockholders on December 13, 2023. Stock Options Option awards are generally granted with an exercise price equal to the market price of the Company’s stock on the date of grant. Option awards generally vest on a graded basis over three years of service and have ten-year contractual terms. No option awards were granted in fiscal 2023, fiscal 2022, or fiscal 2021. The fair value of stock options was estimated on the date of the grant using a Black-Scholes valuation model. Expected volatility is based on historical volatility of the Company’s Class B common stock and other factors. The Company uses historical data on exercise of stock options, post vesting forfeitures and other factors to estimate the expected term of the stock-based payments granted. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant. IDT CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) A summary of stock option activity for the Company is as follows: Schedule of Stock Option Activity
|  | Number of Options (in thousands) |  |  | Weighted- Average Exercise Price |  |  | Weighted- Average Remaining Contractual Term (in years) |  |  | Aggregate Intrinsic Value (in thousands) |
Outstanding at July 31, 2022 |  |  | 25 |  |  | $ | 13.72 |  |  |  |  |  |  |  |  |
Granted |  |  | — |  |  |  | — |  |  |  |  |  |  |  |  |
Exercised |  |  | (13 | ) |  |  | (13.72 | ) |  |  |  |  |  |  |  |
Cancelled / Forfeited |  |  | — |  |  |  | — |  |  |  |  |  |  |  |  |
OUTSTANDING AT JULY 31, 2023 |  |  | 12 |  |  | $ | 13.72 |  |  |  | 1.1 |  |  | $ | 125 |
EXERCISABLE AT JULY 31, 2023 |  |  | 12 |  |  | $ | 13.72 |  |  |  | 1.1 |  |  | $ | 125 |
In fiscal 2023, fiscal 2022, and fiscal 2021, the Company received cash from the exercise of stock options of $0.2 million, $0.1 million, and $0.7 million, respectively, for which the Company issued 12,500; 10,000; and 81,041 shares, respectively, of its Class B common stock. In addition, in April 2022, Howard S. Jonas exercised stock options for 1.0 million shares of the Company’s Class B common stock that were granted on May 2, 2017. The exercise price of these options was $14.93 per share and the expiration date was May 1, 2022. Mr. Jonas used 528,635 shares of the Company’s Class B common stock with a value of $14.9 million to pay the aggregate exercise price of the options. Mr. Jonas tendered 137,364 shares of the Company’s Class B common stock with a value of $3.9 million to satisfy a portion of his tax obligations in connection with his stock option exercises. The total intrinsic value of options exercised during fiscal 2023, fiscal 2022, and fiscal 2021 was $0.2 million, $19.7 million, and $0.2 million, respectively. At July 31, 2023, there was no unrecognized compensation cost related to non-vested stock options. Restricted Stock The fair value of restricted shares of the Company’s Class B common stock is determined based on the closing price of the Company’s Class B common stock on the grant date. Share awards generally vest on a graded basis over three years of service. A summary of the status of the Company’s grants of restricted shares of Class B common stock is presented below: Schedule of Grants of Restricted Shares
|  | Number of Non-vested Shares (in thousands) |  |  | Weighted- Average Grant- Date Fair Value |
Non-vested restricted shares at July 31, 2022 |  |  | 3 |  |  | $ | 31.80 |
Granted |  |  | 44 |  |  |  | 21.90 |
Vested |  |  | (21 | ) |  |  | (25.87 | )
Forfeited |  |  | (1 | ) |  |  | (31.80 | )
NON-VESTED RESTRICTED SHARES AT JULY 31, 2023 |  |  | 25 |  |  | $ | 19.09 |
There are 24,000 non-vested restricted shares at July 31, 2023 included in the table above that will vest on February 25, 2025 only if the Company’s Class B common stock closes above $50 per share for ten consecutive trading days prior to February 25, 2025, otherwise the 24,000 restricted shares will be forfeited. At July 31, 2023, there was $0.4 million of total unrecognized compensation cost related to non-vested stock-based compensation arrangements, which is expected to be recognized over a weighted-average period of 0.9 years. The total grant date fair value of shares vested in fiscal 2023, fiscal 2022, and fiscal 2021 was $0.5 million, $1.0 million, and $0.2 million, respectively. Deferred Stock Units Equity Incentive Programs On November 30, 2022, the Company adopted an equity incentive program (under its 2015 Stock Option and Incentive Plan) in the form of grants of DSUs that, upon vesting, will entitle the grantees to receive shares of the Company’s Class B common stock. The number of shares that will be issuable on each vesting date will vary between 50% to 200% of the number of DSUs that vest on that vesting date, depending on the market price for the underlying Class B common stock on the vesting date relative to the base price approved by the Compensation Committee of the Company’s Board of Directors of $25.45 per share (which was based on the market price at the time of the initial grants under this program). On May 17, 2023, the first vesting date under the program, in accordance with the program and based on certain elections made by grantees, the Company issued 41,945 shares of its Class B common stock for vested DSUs. Based on those elections, vesting for 31,909 DSUs was delayed until February 21, 2024. Subject to continued full time employment or other service to the Company, the remaining DSUs are scheduled to vest on February 21, 2024 and February 25, 2025. The grantees will have the right to elect a later vesting date no later than January 19, 2024 for the February 21, 2024 vesting date. A grantee will have the option to elect a later vesting date for one-half or all of the shares scheduled to vest on February 21, 2024 and any DSUs that do not vest based on the grantee’s election, will be eligible to vest on February 25, 2025. The Company estimated that the fair value of the DSUs on the date of grants was an aggregate of $5.4 million, which is being recognized on a graded vesting basis over the requisite service periods ending in February 2025. The Company used a risk neutral Monte Carlo simulation method in its valuation of the DSUs, which simulated the range of possible future values of the Company’s Class B common stock over the life of the DSUs. IDT CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) The Company had a prior equity incentive program in the form of DSUs that, upon vesting, entitled the grantees to receive shares of the Company’s Class B common stock. On January 5, 2022 and January 5, 2021, the Company issued 301,296 and 283,838 shares, respectively, of its Class B common stock in respect of vested DSUs. Effective as of September 21, 2020, the Company granted 4,000 DSUs that were not included in the program described above, which upon vesting, entitled the grantee to receive shares of the Company’s Class B common stock. In fiscal 2023 and fiscal 2022, the Company issued 1,333 and 1,334 shares, respectively, of its Class B common stock in respect of vested DSUs. On September 22, 2023, the Company issued 1,333 shares of its Class B common stock for the remaining DSUs. A summary of the status of the Company’s grants of DSUs is presented below: Schedule of Grants of Restricted Shares
|  | Number of Non-vested DSUs (in thousands) |  |  | Weighted- Average Grant- Date Fair Value |
Non-vested shares at July 31, 2022 |  |  | 3 |  |  | $ | 6.96 |
Granted |  |  | 198 |  |  |  | 27.20 |
Vested |  |  | (35 | ) |  |  | (24.83 | )
Forfeited |  |  | (1 | ) |  |  | (28.03 | )
NON-VESTED SHARES AT JULY 31, 2023 |  |  | 165 |  |  | $ | 27.38 |
At July 31, 2023, there was $2.3 million of total unrecognized compensation cost related to non-vested DSUs, which is expected to be recognized over a weighted-average period of 0.7 years. The total grant date fair value of DSUs vested in fiscal 2023, fiscal 2022, and fiscal 2021 was $0.9 million, $1.6 million, and $1.5 million, respectively. Stock Issued to an Employee In fiscal 2023, the Company granted 15,000 shares of its Class B common stock to an employee. The Company recorded stock-based compensation expense and an increase in “Additional paid-in capital” of $0.4 million for this grant, which was the fair value of the shares on the grant date. NRS Restricted Stock Grants In February 2022, restricted shares of NRS’ Class B common stock representing 0.4% of its outstanding capital stock on a fully diluted basis were granted to certain employees of the Company for services provided. The Company recorded stock-based compensation expense and an increase in “Additional paid-in capital” of $1.2 million for these grants, based on the estimated fair value on the grant date. Effective as of June 30, 2022, restricted shares of NRS’ Class B common stock representing 1.2% of its outstanding capital stock on a fully diluted basis were granted to certain NRS employees. The restrictions on the shares will lapse in three installments on each of June 1, 2024, 2026, and 2027. The Company estimated that the fair value of the restricted shares on the grant date was $3.3 million. At July 31, 2023, there was $2.6 million of total unrecognized compensation cost related to non-vested restricted shares, which will be recognized over the vesting period. Grant of Restricted Equity in net2phone 2.0, Inc. On December 31, 2020, a compensatory arrangement with each of Howard S. Jonas and Shmuel Jonas, the Company’s Chief Executive Officer, was finalized. Howard S. Jonas and Shmuel Jonas each received fifty restricted shares of net2phone 2.0’s Class B common stock, which represented an aggregate of 10% of net2phone 2.0’s issued and outstanding common stock at July 31, 2023. The restricted shares will vest if: (a) for any fiscal quarter of net2phone 2.0 between November 1, 2020 and October 31, 2023, net2phone 2.0 records subscription revenue that is at least $18 million, and (b) as of October 31, 2023, net2phone 2.0’s valuation is $100 million or more. The restricted shares will also vest in the event, prior to October 31, 2023, net2phone 2.0 or its assets are sold at an equity valuation and on a cash-free basis of $100 million or more, regardless of whether the revenue threshold was satisfied prior thereto. The restricted shares entitle each grantee to proceeds only on a sale, spin-off, initial public offering, or other monetization of net2phone 2.0 and have protection from dilution for the first $15 million invested in net2phone 2.0 following the grant. It is probable that these restricted shares will vest by October 31, 2023. The aggregate estimated fair value on the grant date was $0.2 million based on a Monte Carlo simulation of a range of possible future revenue amounts on risk-neutral basis, to which a net revenue multiple was applied to determine the future enterprise value. The aggregate estimated fair value is being recognized over the vesting period. IDT CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

X
- Definition The entire disclosure for share-based payment arrangement. + References Reference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a)(1) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//718/tableOfContent Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2 Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (h)(2) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2 Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (h)(2)(i) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2 Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (l) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2 + Details
Name: | us-gaap_DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_DisclosureOfCompensationRelatedCostsSharebasedPaymentsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration