XML 29 R18.htm IDEA: XBRL DOCUMENT v3.10.0.1
Equity
3 Months Ended
Oct. 31, 2018
Equity [Abstract]  
Equity

Note 10—Equity

 

Stock Repurchases

 

The Company has an existing stock repurchase program authorized by its Board of Directors for the repurchase of up to an aggregate of 8.0 million shares of the Company’s Class B common stock. In the three months ended October 31, 2018, the Company repurchased 729,110 shares of Class B common stock for an aggregate purchase price of $3.9 million. There were no repurchases under the program in the three months ended October 31, 2017. At October 31, 2018, 6.9 million shares remained available for repurchase under the stock repurchase program.

  

In the three months ended October 31, 2017, the Company paid $23,000 to repurchase 1,668 shares 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. There were no repurchases from employees in the three months ended October 31, 2018.

 

2015 Stock Option and Incentive Plan

 

On November 15, 2018, 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 the grant of awards thereunder by an additional 0.1 million shares. The amendment is subject to approval by the Company’s stockholders at its annual meeting of stockholders on December 13, 2018.

 

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, the Chairman of the Board of the Company, 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 Company’s stockholders at the annual meeting on December 13, 2018. Mr. Jonas has agreed to vote in favor of the arrangement when it is submitted to the stockholders. On May 31, 2018, Mr. Jonas paid $1.5 million of the purchase price. The purchase price will be reduced by approximately $0.2 million, which is the amount of dividends paid on 2,546,689 shares of the Company’s Class B common stock whose record date was between April 16, 2018 and the issuance of the shares. The remainder of the purchase price, or $13.3 million, will be payable following approval of the Company’s stockholders, and the shares will be issued upon payment in full.