XML 33 R17.htm IDEA: XBRL DOCUMENT
v3.24.3

Acquisitions | 12 Months Ended
--- | ---
Jul. 31, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] |
Acquisitions | Note 6—Acquisitions Integra CCS On March 3, 2022, net2phone 2.0 purchased all of the outstanding shares of Onwaba S.R.L. and Gem S.R.L. for an aggregate purchase price of up to $15.0 million. Onwaba S.R.L. and Gem S.R.L. are located in Uruguay and use the trade name Integra CCS. The operating results of the acquired companies from the date of acquisition, which were not significant, are included in the Company’s consolidated financial statements. The purchase price consisted of: (a) cash of $7.2 million that was paid at closing, (b) 27,765 shares of the Company’s Class B common stock with a value of $1.0 million that were issued at closing, (c) cash of $3.3 million, half of which was paid in fiscal 2023 and the remainder was paid in fiscal 2024, and (d) contingent consideration of up to $3.5 million based on annual cumulative incremental recurring seat revenue of the net2phone segment over a four-year period, payable in cash and/or equity at net2phone 2.0’s discretion. The acquisition date fair value of the consideration consisted of the following: Schedule of Acquisition Date Fair Value of Consideration
(in thousands) |  |  |
Cash paid |  | $ | 7,200 |
Cash acquired |  |  | (81 | )
Cash paid, net of cash acquired |  |  | 7,119 |
Shares of the Company’s Class B common stock |  |  | 1,000 |
Future payments subject to holdback |  |  | 3,158 |
Contingent consideration |  |  | 1,361 |
Total fair value of consideration, net of cash acquired |  | $ | 12,638 |
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 represented 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 July 31, 2023. In fiscal 2024, the Company paid an aggregate of $0.5 million of the contingent consideration. The impact of the acquisition’s purchase price allocations on the Company’s consolidated balance sheet was as follows: Schedule of Impact of Acquisition's Purchase Price Allocations on Consolidated Balance Sheet
(in thousands) |  |  |
Trade accounts receivable |  | $ | 332 |
Prepaid expenses |  |  | 4 |
Other current assets |  |  | 21 |
Current assets |  |  |  |
Property, plant, and equipment (mainly acquired technology) |  |  | 777 |
Goodwill |  |  | 8,433 |
Customer relationships (7-year useful lives) |  |  | 2,230 |
Tradename (5-year useful life) |  |  | 400 |
Non-compete agreements (6-year useful lives) |  |  | 660 |
Operating lease right-of-use asset |  |  | 732 |
Other assets |  |  | 24 |
Deferred income tax assets |  |  |  |
Trade accounts payable |  |  |  |
Other current liabilities |  |  |  |
Accrued expenses |  |  | (243 | )
Operating lease liability current portion |  |  | (176 | )
Operating lease liability noncurrent portion |  |  | (556 | )
Net assets acquired excluding cash |  | $ | 12,638 |
The goodwill was assigned to the net2phone segment and was attributable primarily to the assembled workforce and the expected synergies from the business combination. The goodwill is not expected to be deductible for income tax purposes. Leaf Global Fintech Corporation On March 1, 2022, the Company’s subsidiary, IDT International Telecom, Inc. (“IDTIT”), purchased all of the outstanding shares of Leaf Global Fintech Corporation (“Leaf”), a provider of digital wallet services in emerging markets, for up to $6.05 million. Leaf’s operating results from the date of acquisition, which were not significant, are included in the Company’s consolidated financial statements. The purchase price was comprised of (a) $0.5 million paid in cash at the closing, (b) a working capital adjustment for a maximum of $50,000, and (c) contingent consideration of up to $5.5 million based on annual gross profit over a five-year period. The acquisition date fair value of the consideration consisted of the following: Schedule of Acquisition Date Fair Value of Consideration
(in thousands) |  |  |
Cash paid |  | $ | 500 |
Cash acquired |  |  | (167 | )
Cash paid, net of cash acquired |  |  | 333 |
Contingent consideration |  |  | 3,330 |
Total fair value of consideration, net of cash acquired |  | $ | 3,663 |
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 represented 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 July 31, 2022. In fiscal 2024 and fiscal 2023, the Company determined that the requirements for the contingent consideration payments would likely not be met. The Company recorded gains of $1.8 million and $1.6 million in fiscal 2024 and fiscal 2023, respectively, on the write-off of the contingent consideration payment obligations, which was included in “Other operating expense, net” in the accompanying consolidated statements of income. The impact of the acquisition’s purchase price allocations on the Company’s consolidated balance sheet was as follows: Schedule of Impact of Acquisition's Purchase Price Allocations on Consolidated Balance Sheet
(in thousands) |  |  |
Current assets |  | $ | 9 |
Property, plant, and equipment (mainly acquired technology) |  |  | 324 |
Goodwill |  |  | 3,199 |
Tradename (5-year useful life) |  |  | 131 |
Net assets acquired excluding cash |  | $ | 3,663 |
The goodwill was assigned to the Fintech segment and was attributable primarily to the assembled workforce and the expected synergies from the business combination. The goodwill is not expected to be deductible for income tax purposes.

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

X
- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 5 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479907/805-20-50-5 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 805 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/805/tableOfContent + Details
Name: | us-gaap_BusinessCombinationDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration