Equity | Note 5—Equity Changes in the components of stockholders’ equity were as follows: Nine Months Ended (in thousands) Balance, July 31, 2015 $ 6,444 Reclassification of mezzanine equity 100 Exercise of stock options 9 Stock-based compensation 10 Comprehensive income: Net income 1,762 Foreign currency translation adjustments 107 Total comprehensive income 1,869 Balance, April 30, 2016 $ 8,432 Reclassification of Mezzanine Equity In 2012, shares of the Company’s Series B convertible preferred stock were issued by the Company’s Board of Directors in excess of the number of shares duly authorized by the Company’s Certificate of Incorporation. These shares of Series B convertible preferred stock were classified as mezzanine equity at the original purchase price in the consolidated balance sheet because they did not meet the definition of permanent equity as a result of the legal imperfections. In February 2016, the Company prepared and filed a certificate of validation with the State of Delaware for an amendment to the Restated Certificate of Incorporation requesting an increase in the number of authorized shares of Series B convertible preferred stock. On February 24, 2016, the State of Delaware certified this validation, which was retroactive to the date of the defective act. Recapitalization Prior to the Spin-Off As part of the Spin-Off, the Company’s capital stock was recapitalized so that, instead of having a single class of common stock and two series of preferred stock authorized and outstanding, all such shares were converted into shares of the Company’s Class A common stock and Class B common stock, all options to purchase the Company’s common stock became options to purchase a proportional number of shares of the Company’s Class B common stock, and the Company has preferred stock authorized, but no shares of preferred stock are outstanding. The Company’s financial statements were retroactively adjusted to reflect the recapitalization. Equity Purchase Prior to the Spin-Off In connection with the Spin-Off, in May 2016, certain of the Company’s equity holders purchased Class B common stock representing approximately 10.0% of the Company’s capital stock for $3 million. 2016 Stock Option and Incentive Plan The Company adopted its 2016 Stock Option and Incentive Plan (“2016 Incentive Plan”), which became effective upon the consummation of the Spin-Off. The 2016 Incentive Plan is intended to provide incentives to executive officers, employees, directors and consultants of the Company. Incentives available under the 2016 Incentive Plan include restricted stock, stock options and stock appreciation rights. The 2016 Incentive Plan is administered by the Compensation Committee of the Company’s Board of Directors. There are 70,500 shares of the Company’s Class B common stock available for awards under the 2016 Incentive Plan. Stock Options, Restricted Stock and Deferred Stock Units At April 30, 2016, there were options to purchase 1.5 million shares of the Company’s Class B common stock outstanding with a weighted-average exercise price of $0.88. In connection with the Spin-Off, in June 2016, the Compensation Committee of the Company’s Board of Directors approved an extension of the expiration dates of all outstanding stock options held by current employees and consultants of the Company. The expiration date of every stock option was extended to June 1, 2026. This extension applied to options to purchase an aggregate of 1.2 million shares of the Company’s Class B common stock. Stock-based compensation expense, if any, for the modification of the options based on the estimated fair value on June 2, 2016 will be recorded in June 2016. As part of the Spin-Off, holders of restricted Class B common stock and Deferred Stock Units (“DSUs”) of IDT received, in respect of those restricted shares and DSUs, one restricted share of the Company’s Class B common stock for every three restricted shares of IDT and one DSU of the Company for every three DSUs of IDT that they owned as of the record date for the Spin-Off. As such, 112,658 shares of restricted stock and 7,761 DSUs were issued pursuant to the terms of the 2016 Incentive Plan. Such restricted shares of the Company’s Class B common stock are restricted under the same terms as the IDT restricted stock in respect of which they were issued. The restricted shares of the Company’s Class B common stock received in the Spin-Off are subject to forfeiture on the same terms, and their restrictions will lapse at the same time, as the corresponding IDT shares. |