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Equity
 12 Months Ended
Jul. 31, 2024
EQUITY:  
Equity

Note 20—Equity

 

Class A Common Stock and Class B Common Stock

 

The rights of holders of Class A common stock and Class B common stock are identical except for certain voting and conversion rights and restrictions on transferability. The holders of Class A common stock and Class B common stock receive identical dividends per share when and if declared by the Company’s Board of Directors. In addition, the holders of Class A common stock and Class B common stock have identical and equal priority rights per share in liquidation. The Class A common stock and Class B common stock do not have any other contractual participation rights. The holders of Class A common stock are entitled to three votes per share and the holders of Class B common stock are entitled to one-tenth of a vote per share. Each share of Class A common stock may be converted into one share of Class B common stock, at any time, at the option of the holder. Shares of Class A common stock are subject to certain limitations on transferability that do not apply to shares of Class B common stock.

 

Dividend Payments

 

In March 2024, the Company’s Board of Directors initiated a quarterly cash dividend of $0.05 per share on the Company’s Class A and Class B common stock. In fiscal 2024, the Company paid aggregate cash dividends of $2.5 million on its Class A and Class B common stock.

 

In September 2024, the Company’s Board of Directors declared a dividend of $0.05 per share to holders of the Company’s Class A and Class B common stock. The dividend was paid on October 7, 2024 to stockholders of record as of the close of business on September 30, 2024.

 

Stock Repurchases

 

The Company has an existing stock repurchase program authorized by its Board of Directors for the repurchase of shares of the Company’s Class B common stock. The Board of Directors authorized the repurchase of up to 8.0 million shares in the aggregate. In fiscal 2024, the Company repurchased 298,421 shares of Class B common stock for an aggregate purchase price of $9.1 million. In fiscal 2023, the Company repurchased 511,546 shares of Class B common stock for an aggregate purchase price of $13.1 million. In fiscal 2022, the Company repurchased 554,744 shares of Class B common stock for an aggregate purchase price of $13.4 million. At July 31, 2024, 4.4 million shares remained available for repurchase under the stock repurchase program.

 

In the first quarter of fiscal 2025 through October 7, 2024, the Company repurchased 37,714 shares of its Class B common stock for an aggregate purchase price of $1.3 million.

 

In fiscal 2024, fiscal 2023, and fiscal 2022, the Company paid $1.5 million, $0.8 million, and $9.0 million, respectively, to repurchase 41,994; 28,227; and 200,438; respectively, of the Company’s Class B common stock that were tendered by employees of the Company to satisfy the employees’ tax withholding obligations in connection with the vesting of deferred stock units (“DSUs”), the lapsing of restrictions on restricted stock, and shares issued for bonus payments. Such shares were repurchased by the Company based on their fair market value as of the close of business on the trading day immediately prior to the vesting date.

 

 

Exchange of NRS Equity for Shares of the Company’s Class B Common Stock and Cash

 

In June 2024, the Company initiated a tender offer to purchase 10% of each qualified holder’s outstanding DSUs of NRS in exchange for cash or shares of the Company’s Class B common stock. In July 2024, certain qualified holders tendered and sold an aggregate of 199,687 NRS DSUs to the Company, and, as a condition of the tender offer, each DSU seller granted to the Company an option, exercisable in the Company’s sole discretion for a period of one year, to purchase an additional aggregate 199,687 DSUs at the same purchase price. In addition, in July 2024, certain holders of NRS DSUs and shares of NRS’ Class B common stock sold an aggregate of 10,000 NRS DSUs and 142,500 shares of NRS’ Class B common stock to the Company, and, each of these sellers granted to the Company an option, exercisable in the Company’s sole discretion for a period of one year, to purchase an additional aggregate 10,000 NRS DSUs and 142,500 shares of NRS’ Class B common stock with the purchase price to be paid in shares of the Company’s Class B common stock with a value based on an average closing price of the Company’s Class B common stock at the time of the exercise notice. The NRS DSUs and shares in the exchange represented an aggregate of 0.2% of NRS’ outstanding capital stock on a fully diluted basis. The NRS DSUs and shares were exchanged for an aggregate of 13,042 and 12,094 shares of the Company’s Class B common stock that were issued in July 2024 and August 2024, respectively, and cash of $0.1 million, with an aggregate value of $1.0 million based on agreed-upon valuations of the NRS DSUs and NRS Class B common stock and the market value of the Company’s Class B common stock at the time of issuance. The Company accounted for the exchange of NRS’ Class B common stock for shares of the Company’s Class B common stock as an equity transaction and recorded a decrease in “Noncontrolling interests” and an increase in “Additional paid-in capital” of $13,000, based on the carrying amount of the 0.09% noncontrolling interest in NRS. The Company accounted for the exchange of NRS’ DSUs for shares of the Company’s Class B common stock and cash as compensation expense and recorded stock-based compensation expense of $0.5 million based on the closing price of the shares of the Company’s Class B common stock on the date prior to the date that the shares were issued plus the cash paid.

 

In January 2024, three management employees of NRS exchanged shares of NRS’ Class B common stock that they held for shares of the Company’s Class B common stock with an equal value. The NRS shares in the exchange represented an aggregate of 1.25% of NRS’ outstanding shares (1.21% on a fully diluted basis), which were exchanged for an aggregate of 192,433 shares of the Company’s Class B common stock. The Company accounted for the exchange as an equity transaction and recorded a decrease in “Noncontrolling interests” and an increase in “Additional paid-in capital” of $0.1 million, based on the carrying amount of the 1.25% noncontrolling interest in NRS.

 

Stock Issued to Certain Executive Officers for Bonus Payments

 

In fiscal 2023, certain executive officers of the Company received performance bonuses for fiscal 2022 of an aggregate of $1.2 million, of which one-half was paid in cash and one-half was paid in shares of the Company’s Class B common stock. The Company issued 24,543 shares of its Class B common stock with an issue date value of $0.6 million for the bonus payments.