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Equity
9 Months Ended
Apr. 30, 2018
Equity [Abstract]  
Equity

Note 6— Equity

 

Changes in the components of equity were as follows:

 

  

Nine Months Ended
April 30, 2018

 
  Attributable to IDT Corporation  

Noncontrolling Interests

  

Total

 
  (in thousands) 
Balance, July 31, 2017 $145,734  $8,823  $154,557 
Dividends declared ($0.47 per share)  (11,677)     (11,677)
Restricted Class B common stock purchased from employees  (61)     (61)
Transfer of right to receive equity to Howard S. Jonas     (40)  (40)
Consolidation of Lipomedix Pharmaceuticals Ltd.     558   558 
Distributions to noncontrolling interests     (1,023)  (1,023)
Rafael Spin-Off  (106,266)  (8,653)  (114,919)
Stock-based compensation  2,842      2,842 
Comprehensive loss:            
Net loss  (4,034)  698   (3,336)
Other comprehensive income  16      16 
Comprehensive loss  (4,018)  698   (3,320)
Balance, April 30, 2018 $26,554  $363  $26,917 

 

Dividend Payments

 

In the nine months ended April 30, 2018, the Company paid aggregate cash dividends of $0.47 per share on its Class A common stock and Class B common stock, or $11.7 million in total. In the nine months ended April 30, 2017, the Company paid aggregate cash dividends of $0.57 per share on its Class A common stock and Class B common stock, or $13.2 million in total.

 

On June 4, 2018, the Company’s Board of Directors declared a dividend of $0.09 per share for the third quarter of fiscal 2018 to holders of the Company’s Class A common stock and Class B common stock. The dividend will be paid on or about June 29, 2018 to stockholders of record as of the close of business on June 19, 2018.

 

Stock Repurchases

 

The Company has a stock repurchase program for the repurchase of up to an aggregate of 8.0 million shares of the Company’s Class B common stock. There were no repurchases under the program in the nine months ended April 30, 2018 or 2017. At April 30, 2018, 8.0 million shares remained available for repurchase under the stock repurchase program.

 

In the nine months ended April 30, 2018 and 2017, the Company paid $0.1 million and $1.8 million, respectively, to repurchase 5,170 shares and 94,338 shares, respectively, of Class B common stock that were tendered by employees of the Company to satisfy the employees’ tax withholding obligations in connection with the lapsing of restrictions on awards of restricted stock. Such shares were repurchased by the Company based on their fair market value on the trading day immediately prior to the vesting date.

 

Transfer of Right to Receive Equity to Howard S. Jonas

 

The Company’s former 90%-owned non-operating subsidiary, IDT-Rafael Holdings, LLC (“IDT-Rafael Holdings”), had the contractual right to receive additional shares of Rafael Pharma representing 10% of the outstanding capital stock of Rafael Pharma that will be issued upon the occurrence of certain events, none of which had been satisfied at the time of the Rafael Spin-Off. On September 14, 2017, IDT-Rafael Holdings distributed this right to its members on a pro rata basis such that the Company received the right to 9% of the outstanding capital stock of Rafael Pharma and Howard S. Jonas, the Company’s Chairman of the Board, and Chairman of the Board of Rafael Pharma, received the right to 1% of the outstanding capital stock of Rafael Pharma. In addition, as compensation for assuming the role of Chairman of the Board of Rafael Pharma, and to create additional incentive to contribute to the success of Rafael Pharma, on September 19, 2017, the Company transferred its right to receive 9% of the outstanding capital stock of Rafael Pharma to Mr. Jonas.

 

Consolidation of Lipomedix Pharmaceuticals Ltd.

 

In November 2017, the Company purchased additional shares of Lipomedix that increased the Company’s ownership to 50.6% of the issued and outstanding ordinary shares of Lipomedix. The Company began consolidating Lipomedix because of this share purchase.

 

2015 Stock Option and Incentive Plan

 

On December 14, 2017, 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 0.3 million shares.

 

In the nine months ended April 30, 2017, the Company received proceeds from the exercise of its stock options of $0.8 million. There were no stock option exercises in the nine months ended April 30, 2018. In the nine months ended April 30, 2017, the Company issued 73,471 shares of its Class B common stock for the stock option exercises.

 

Proposed Sale of Shares to Howard S. Jonas

 

On April 16, 2018, the Company’s Board of Directors and its Corporate Governance Committee approved an arrangement with Howard S. Jonas related to the purchase of shares of the Company’s Class B common stock by Mr. Jonas. Under the arrangement, Mr. Jonas has agreed to purchase 2,546,689 shares of the Company’s Class B common stock at a price per share of $5.89, which was the closing price for the Class B common stock on the New York Stock Exchange on April 16, 2018 (the last closing price before approval of the arrangement) for an aggregate purchase price of $15 million. 

 

The arrangement is subject to approval of the stockholders of the Company, and no shares will be issued unless such approval is obtained. Mr. Jonas has agreed to vote in favor of the arrangement when it is submitted to the stockholders. The Company has agreed to present the matter to its stockholders at the next meeting of stockholders to be held. 

 

On May 31, 2018, Mr. Jonas paid $1.5 million of the purchase price. The remainder of the purchase price will be payable following approval of the stockholders of the Company, and the shares will be issued upon payment in full. 

 

The purchase price per share will be reduced by the amount of any dividends whose record date is between the date hereof and the issuance of the shares.