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Equity
12 Months Ended
Jul. 31, 2019
Equity [Abstract]  
Equity

Note 18—Equity

 

Correction of Noncontrolling Interests

 

In the fourth quarter of fiscal 2019, the Company corrected the noncontrolling interests and the accumulated deficit of one of its subsidiaries. The net loss attributable to noncontrolling interests for this subsidiary had not been recorded since its inception in fiscal 2016. Accordingly, as of August 1, 2018, the Company recorded a reduction in "Noncontrolling interests" and an offsetting reduction to "Accumulated deficit" of $2.0 million.

 

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 fiscal 2018, the Company paid aggregate cash dividends of $0.56 per share on its Class A common stock and Class B common stock, or $13.9 million in total. In fiscal 2017, the Company paid aggregate cash dividends of $0.76 per share on its Class A common stock and Class B common stock, or $17.9 million in total. In fiscal 2018, the Company's Board of Directors discontinued the Company's quarterly dividend, electing instead to repurchase shares of the Company's Class B common stock when warranted by market conditions, available resources, and the Company's business outlook and results, as well as invest in the Company's growth business initiatives. Accordingly, no dividends were paid in fiscal 2019.

 

Sales of Shares of Class B Common Stock to Howard S. Jonas

 

On December 21, 2018, the Company sold 2,546,689 shares of its Class B common stock that were held in treasury to Howard S. Jonas for aggregate consideration of $14.8 million. The price per share of $5.89 was equal to the closing price of the Company's Class B common stock on April 16, 2018, the last closing price before approval of the sale by the Company's Board of Directors and its Corporate Governance Committee. On May 31, 2018, Mr. Jonas paid $1.5 million of the purchase price, and he paid the balance of the purchase price on December 21, 2018 after approval of the sale by the Company's stockholders at the 2018 annual meeting of stockholders. The purchase price was reduced by approximately $0.2 million, which was 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.

 

On June 9, 2017, the Company sold 1.0 million shares of its Class B common stock to Howard S. Jonas for aggregate consideration of $14.9 million. The price per share of $14.93 was equal to the closing price of the Class B common stock on May 1, 2017, the day prior to the approval of the sale by the Company's Board of Directors and Corporate Governance Committee.

 

On April 11, 2017, the Company sold 728,332 treasury shares of its Class B common stock to Howard S. Jonas for aggregate consideration of $10.0 million. The price per share of $13.73 was equal to the closing price of the Company's Class B common stock on April 10, 2017.

 

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 fiscal 2019, the Company repurchased 729,110 shares of Class B common stock for an aggregate purchase price of $3.9 million. In fiscal 2018, the Company repurchased 367,484 shares of Class B common stock for an aggregate purchase price of $1.9 million. There were no repurchases under the program in fiscal 2017. At July 31, 2019, 6.9 million shares remained available for repurchase under the stock repurchase program.

 

In fiscal 2019, fiscal 2018 and fiscal 2017, the Company paid $28,000, $0.4 million and $1.8 million, respectively, to repurchase 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 are repurchased by the Company based on their fair market value on the trading day immediately prior to the vesting date. In fiscal 2019, fiscal 2018 and fiscal 2017, the Company repurchased 3,748; 57,081 and 94,338 shares of Class B common stock, respectively, from employees.