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Equity
 9 Months Ended
Apr. 30, 2025
Equity:  
Equity

Note 13—Equity

 

Dividend Payments

 

In March 2025, the Company’s Board of Directors increased the Company’s quarterly cash dividend on the Company’s Class A and Class B common stock to $0.06 per share from $0.05 per share. In the nine months ended April 30, 2025 and 2024, the Company paid aggregate cash dividends of $0.16 and $0.05 per share, respectively, on the Company’s Class A and Class B common stock. In the nine months ended April 30, 2025 and 2024, the Company paid aggregate cash dividends of $4.0 million and $1.3 million, respectively.

 

In May 2025, the Company’s Board of Directors declared a cash dividend on the Company’s Class A and Class B common stock of $0.06 per share payable on or about June 18, 2025 to stockholders of record on June 9, 2025.

 

 

Deferred Stock Units Equity Incentive Program

 

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 deferred stock units (“DSUs”) that, upon vesting, entitled the grantees to receive shares of the Company’s Class B common stock. The number of shares issuable on each vesting date varies between 50% to 200% of the number of DSUs that vested 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 February 25, 2025, in accordance with the program and based on certain elections made by grantees, the Company issued 276,960 shares of its Class B common stock for vested DSUs.

 

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 that are to be settled in shares of NRS common stock (“NRS DSUs”) in exchange for cash or shares (depending on the number of NRS DSUs held by each holder) of the Company’s Class B common stock. In July 2024, certain qualified holders tendered and sold NRS DSUs to the Company, and, as a condition of the tender offer, each NRS DSU seller granted to the Company an option, exercisable in the Company’s sole discretion for a period of one year, to purchase additional NRS DSUs at the same purchase price. In addition, in July 2024, certain holders of shares of NRS’ Class B common stock sold shares 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 additional 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.

 

In April 2025, the Company exercised its rights and purchased an aggregate of 209,317 additional NRS DSUs and 142,500 additional shares of NRS’ Class B common stock. The NRS DSUs and shares 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 17,584 shares of the Company’s Class B common stock that were issued in April 2025, 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 average price of the Company’s Class B common stock during the 10 days immediately before the notice of the additional exercise. 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 $33,000, based on the carrying amount of the 0.1% 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 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. In January 2016, the Board of Directors authorized the repurchase of up to 8.0 million shares in the aggregate. In the nine months ended April 30, 2025, the Company repurchased 221,823 shares of its Class B common stock for an aggregate purchase price of $10.1 million. In the nine months ended April 30, 2024, the Company repurchased 204,107 shares of its Class B common stock for an aggregate purchase price of $5.7 million. At April 30, 2025, 4.2 million shares remained available for repurchase under the stock repurchase program.

 

In the nine months ended April 30, 2025 and 2024, the Company paid $7.7 million and $1.5 million, respectively, to repurchase 157,180 and 41,994 shares, 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 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.

 

Amended and Restated Employment Agreement with Abilio (“Bill”) Pereira

 

On December 21, 2023, the Company entered into an Amended and Restated Employment Agreement with Bill Pereira, the Company’s President and Chief Operating Officer. The agreement provides for, among other things, certain equity grants and a contingent bonus subject to the completion of certain financial milestones as set forth in the agreement. In fiscal 2024, two of these milestones were achieved, for which the Company issued to Mr. Pereira 39,155 shares of its Class B common stock in the three months ended April 30, 2024 with an issue date value of $1.5 million, and the Company issued to Mr. Pereira 39,155 shares of its Class B common stock in the three months ended October 31, 2024 with an issue date value of $1.8 million. In the three months ended April 30, 2025, the Company accrued $1.0 million in connection with the achievement of an additional milestone.

 

Restricted net2phone 2.0 Common Stock Repurchased from Employees

 

In January 2024, the restrictions lapsed on the 0.5 million restricted shares of net2phone 2.0 Class B common stock that were granted in December 2020 to each of Howard S. Jonas and Shmuel Jonas, the Company’s Chief Executive Officer. In addition, in January 2024, Bill Pereira was granted 50,000 shares of net2phone 2.0 Class B common stock in connection with the agreement described above. The Company repurchased a portion of these shares representing an aggregate of 4.5% of the outstanding shares of net2phone 2.0 with an aggregate fair value of $3.6 million to satisfy the grantees’ tax withholding obligations in connection with the lapsing of restrictions on restricted stock or the grant of shares. The fair value per share of the net2phone 2.0 Class B common stock was based on a valuation of the business enterprise using a market approach and income approach. The Company recorded an increase in “Noncontrolling interests” of $53,000 and a decrease in “Additional paid-in capital” of $3.61 million for the purchase of the shares.