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Equity
6 Months Ended
Jan. 31, 2021
Stockholders' Equity Note [Abstract]  
Equity

Note 11—Equity

 

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 the six months ended January 31, 2021, the Company repurchased 463,792 shares of Class B common stock for an aggregate purchase price of $2.8 million. There were no repurchases under the program in six months ended January 31, 2020. At January 31, 2021, 5.8 million shares remained available for repurchase under the stock repurchase program.

 

 In the six months ended January 31, 2021 and 2020, the Company paid $1.3 million and $0.3 million, respectively, to repurchase 109,381 and 37,348 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 lapsing of restrictions on awards of deferred stock units (“DSUs”) and 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.

 

Deferred Stock Units Equity Incentive Program

 

The Company has an existing equity incentive program in the form of DSUs that, upon vesting, will entitle the grantees to receive shares of the Company’s Class B common stock. On January 5, 2021, the second vesting date under the program, in accordance with the program and based on elections made by certain grantees, the Company issued 283,838 shares of its Class B common stock in respect of vested DSUs. Based on those elections, vesting for 19,919 DSUs was delayed until January 5, 2022. At January 31, 2021, there were 154,169 unvested DSUs outstanding, all of which are eligible to vest (if the conditions therefor are satisfied) on January 5, 2022.

  

2015 Stock Option and Incentive Plan

 

In the six months ended January 31, 2021 and 2020, the Company received proceeds from the exercise of stock options of $0.7 million and $0.3 million, respectively, for which the Company issued 81,041 and 32,551 shares, respectively, of its Class B common stock.

  

Grant of Restricted Equity in net2phone 2.0, Inc.

 

On December 31, 2020, the previously approved compensatory arrangement with each of Howard S. Jonas and Shmuel Jonas, the Company’s Chief Executive Officer, was finalized. Howard S. Jonas and Shmuel Jonas each received fifty restricted shares of net2phone 2.0, Inc. (“net2phone 2.0”) Class B common stock, which represents 5% of the outstanding common stock of net2phone 2.0. net2phone 2.0 is a new entity that owns and operates the net2phone-UCaaS segment. The restricted shares will vest if: (a) for any fiscal quarter of net2phone 2.0 between November 1, 2020 and October 31, 2023, net2phone 2.0 records subscription revenue that is at least $18 million, and (b) as of October 31, 2023, the valuation of net2phone 2.0 is $100 million or more. The restricted shares will also vest in the event, prior to October 31, 2023, net2phone 2.0 or its assets are sold at an equity valuation and on a cash-free basis of $100 million or more, regardless of whether the revenue threshold was satisfied prior thereto. The restricted shares entitle each grantee to proceeds only on a sale, spin-off, initial public offering, or other monetization of net2phone 2.0 and have protection from dilution for the first $15 million invested in the net2phone 2.0 following the grant. The aggregate estimated fair value on the grant date was $0.2 million, which will be recognized over the vesting period.