Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Apr. 30, 2022 | Jun. 10, 2022 | |
Document Information Line Items | ||
Entity Registrant Name | ZEDGE, INC. | |
Trading Symbol | ZDGE | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --07-31 | |
Amendment Flag | false | |
Entity Central Index Key | 0001667313 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Apr. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 1-37782 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 26-3199071 | |
Entity Address, Address Line One | 1178 Broadway | |
Entity Address, Address Line Two | 3rd Floor #1450 | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10001 | |
City Area Code | (330) | |
Local Phone Number | 577-3424 | |
Title of 12(b) Security | Class B common stock, par value $.01 per share | |
Security Exchange Name | NYSE | |
Entity Interactive Data Current | Yes | |
Class A Common Stock | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 524,775 | |
Class B Common Stock | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 14,501,517 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Apr. 30, 2022 | Jul. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 17,095 | $ 24,908 |
Trade accounts receivable, net of allowance of $0 at April 30, 2022 and July 31, 2021 | 2,718 | 2,545 |
Prepaid expenses | 298 | 111 |
Other current assets | 211 | 49 |
Total current assets | 20,322 | 27,613 |
Property and equipment, net | 1,716 | 1,980 |
Intangible assets, net | 21,602 | |
Goodwill | 11,031 | 2,262 |
Deferred tax assets, net | 560 | 477 |
Other assets | 436 | 5,145 |
Total assets | 55,667 | 37,477 |
Current liabilities: | ||
Trade accounts payable | 1,425 | 585 |
Acquisitions related contingent consideration and deferred payment payable | 4,358 | |
Accrued expenses and other current liabilities | 4,422 | 1,771 |
Deferred revenues | 3,724 | 1,821 |
Total current liabilities | 13,929 | 4,177 |
Contingent consideration payable | 2,508 | |
Other liabilities | 101 | 145 |
Total liabilities | 16,538 | 4,322 |
Commitments and contingencies (Note 10) | ||
Stockholders’ equity: | ||
Preferred stock, $.01 par value; authorized shares—2,400; no shares issued and outstanding | ||
Class A common stock, $.01 par value; authorized shares—2,600; 525 shares issued and outstanding at April 30, 2022 and July 31, 2021 | 5 | 5 |
Class B common stock, $.01 par value; authorized shares—40,000; 14,575 shares issued and 14,502 shares outstanding at April 30, 2022, and 13,923 shares issued and 13,865 outstanding at July 31, 2021 | 146 | 139 |
Additional paid-in capital | 42,955 | 41,664 |
Accumulated other comprehensive loss | (1,272) | (997) |
Accumulated deficit | (2,371) | (7,554) |
Treasury stock, 74 shares at April 30, 2022 and 58 shares at July 31, 2021, at cost | (334) | (102) |
Total stockholders’ equity | 39,129 | 33,155 |
Total liabilities and stockholders’ equity | $ 55,667 | $ 37,477 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) - USD ($) shares in Thousands, $ in Thousands | Apr. 30, 2022 | Jul. 31, 2021 |
Net of allowance (in Dollars) | $ 0 | $ 0 |
Preferred stock par value (in Dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 2,400 | 2,400 |
Preferred stock, shares issued | ||
Treasury stock, shares | 74 | 58 |
Class A Common Stock | ||
Common stock, par value (in Dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 2,600 | 2,600 |
Common stock, shares issued | 525 | 525 |
Common stock, shares outstanding | 525 | 525 |
Class B Common Stock | ||
Common stock, par value (in Dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 40,000 | 40,000 |
Common stock, shares issued | 14,575 | 14,502 |
Common stock, shares outstanding | 13,923 | 13,865 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Apr. 30, 2022 | Apr. 30, 2021 | Apr. 30, 2022 | Apr. 30, 2021 | |
Income Statement [Abstract] | ||||
Revenues | $ 6,230 | $ 5,252 | $ 19,173 | $ 14,328 |
Costs and expenses: | ||||
Direct cost of revenues (excluding amortization of capitalized software and technology development costs which is included below) | 401 | 290 | 1,053 | 907 |
Selling, general and administrative | 4,064 | 2,694 | 9,902 | 6,859 |
Depreciation and amortization | 423 | 289 | 1,181 | 972 |
Income from operations | 1,342 | 1,979 | 7,037 | 5,590 |
Interest and other income, net | 15 | 9 | 42 | 14 |
Net (loss) gain resulting from foreign exchange transactions | (125) | (12) | (220) | 21 |
Income before income taxes | 1,232 | 1,976 | 6,859 | 5,625 |
Provision for (benefit from) income taxes | 429 | (473) | 1,676 | (147) |
Net Income | 803 | 2,449 | 5,183 | 5,772 |
Other comprehensive (loss) income: | ||||
Changes in foreign currency translation adjustment | (195) | 129 | (275) | 335 |
Total other comprehensive (loss) income | (195) | 129 | (275) | 335 |
Total comprehensive income | $ 608 | $ 2,578 | $ 4,908 | $ 6,107 |
Income per share attributable to Zedge, Inc. common stockholders: | ||||
Basic (in Dollars per share) | $ 0.06 | $ 0.18 | $ 0.36 | $ 0.46 |
Diluted (in Dollars per share) | $ 0.05 | $ 0.17 | $ 0.35 | $ 0.43 |
Weighted-average number of shares used in calculation of income per share: | ||||
Basic (in Shares) | 14,307 | 13,676 | 14,295 | 12,531 |
Diluted (in Shares) | 14,859 | 14,570 | 14,974 | 13,323 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders’ Equity (Unaudited) - USD ($) shares in Thousands, $ in Thousands | Class ACommon Stock | Class BCommon Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit | Treasury Stock | Total |
Balance at Jul. 31, 2020 | $ 5 | $ 118 | $ 25,725 | $ (1,085) | $ (15,802) | $ (76) | $ 8,885 |
Balance (in Shares) at Jul. 31, 2020 | 525 | 11,788 | |||||
Stock-based compensation | 237 | 237 | |||||
Stock-based compensation (in Shares) | 39 | ||||||
Purchase of treasury stock | (26) | (26) | |||||
Foreign currency translation adjustment | (159) | (159) | |||||
Net income | 1,045 | 1,045 | |||||
Balance at Oct. 31, 2020 | $ 5 | $ 118 | 25,962 | (1,244) | (14,757) | (102) | 9,982 |
Balance (in Shares) at Oct. 31, 2020 | 525 | 11,827 | |||||
Exercise of stock options | $ 3 | 393 | 396 | ||||
Exercise of stock options (in Shares) | 312 | ||||||
Stock issued for matching contributions to the 401(k) Plan | 39 | 39 | |||||
Stock issued for matching contributions to the 401(k) Plan (in Shares) | 7 | ||||||
Proceeds from sales of Class B Common Stock | $ 8 | 4,777 | 4,785 | ||||
Proceeds from sales of Class B Common Stock (in Shares) | 762 | ||||||
Stock-based compensation | 113 | 113 | |||||
Stock-based compensation (in Shares) | 8 | ||||||
Foreign currency translation adjustment | 365 | 365 | |||||
Net income | 2,278 | 2,278 | |||||
Balance at Jan. 31, 2021 | $ 5 | $ 129 | 31,284 | (879) | (12,479) | (102) | 17,958 |
Balance (in Shares) at Jan. 31, 2021 | 525 | 12,916 | |||||
Exercise of stock options | $ 2 | 421 | 423 | ||||
Exercise of stock options (in Shares) | 185 | ||||||
Proceeds from sales of Class B Common Stock | $ 5 | 7,096 | 7,101 | ||||
Proceeds from sales of Class B Common Stock (in Shares) | 489 | ||||||
Stock-based compensation | $ 1 | 98 | 99 | ||||
Stock-based compensation (in Shares) | 93 | ||||||
Foreign currency translation adjustment | 129 | 129 | |||||
Net income | 2,449 | 2,449 | |||||
Balance at Apr. 30, 2021 | $ 5 | $ 137 | 38,899 | (750) | (10,030) | (102) | 28,159 |
Balance (in Shares) at Apr. 30, 2021 | 525 | 13,683 | |||||
Balance at Jul. 31, 2021 | $ 5 | $ 139 | 41,664 | (997) | (7,554) | (102) | 33,155 |
Balance (in Shares) at Jul. 31, 2021 | 525 | 13,923 | |||||
Stock-based compensation | 319 | 319 | |||||
Stock-based compensation (in Shares) | 12 | ||||||
Purchase of treasury stock | (232) | (232) | |||||
Foreign currency translation adjustment | 142 | 142 | |||||
Net income | 2,055 | 2,055 | |||||
Balance at Oct. 31, 2021 | $ 5 | $ 139 | 41,983 | (855) | (5,499) | (334) | 35,439 |
Balance (in Shares) at Oct. 31, 2021 | 525 | 13,935 | |||||
Exercise of stock options | 7 | 7 | |||||
Exercise of stock options (in Shares) | 3 | ||||||
Stock issued for matching contributions to the 401(k) Plan | 43 | 43 | |||||
Stock issued for matching contributions to the 401(k) Plan (in Shares) | 5 | ||||||
Stock-based compensation | 446 | 446 | |||||
Stock-based compensation (in Shares) | 6 | ||||||
Foreign currency translation adjustment | (222) | (222) | |||||
Net income | 2,325 | 2,325 | |||||
Balance at Jan. 31, 2022 | $ 5 | $ 139 | 42,479 | (1,077) | (3,174) | (334) | 38,038 |
Balance (in Shares) at Jan. 31, 2022 | 525 | 13,949 | |||||
Restricted stock issuance in connection with GuruShots acquisition | $ 7 | (7) | |||||
Restricted stock issuance in connection with GuruShots acquisition (in Shares) | 626 | ||||||
Stock-based compensation | 483 | 483 | |||||
Foreign currency translation adjustment | (195) | (195) | |||||
Net income | 803 | 803 | |||||
Balance at Apr. 30, 2022 | $ 5 | $ 146 | $ 42,955 | $ (1,272) | $ (2,371) | $ (334) | $ 39,129 |
Balance (in Shares) at Apr. 30, 2022 | 525 | 14,575 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Apr. 30, 2022 | Apr. 30, 2021 | |
Operating activities | ||
Net income | $ 5,183 | $ 5,772 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 1,181 | 972 |
Stock-based compensation | 1,291 | 488 |
Deferred income taxes | (83) | (542) |
Change in assets and liabilities: | ||
Trade accounts receivable | 64 | (1,336) |
Prepaid expenses and other current assets | (274) | 171 |
Other assets | 7 | 75 |
Trade accounts payable and accrued expenses | 2,042 | 1,651 |
Deferred revenue | 1,903 | 486 |
Net cash provided by operating activities | 11,314 | 7,737 |
Investing activities | ||
Payments for business combination, net of cash acquired | (17,422) | |
Payments for asset acquisitions | (917) | |
Capitalized software and technology development costs and purchase of equipment | (468) | (543) |
Investment in private company | (50) | |
Net cash used in investing activities | (18,807) | (593) |
Financing activities | ||
Proceeds from sales of Class B common stock | 12,355 | |
Payment of issuance costs | (469) | |
Repayment of insurance premium loan payable | (161) | |
Proceeds from exercise of stock options | 7 | 819 |
Purchase of treasury stock in connection with restricted stock vesting | (232) | (26) |
Net cash (used in) provided by financing activities | (225) | 12,518 |
Effect of exchange rate changes on cash and cash equivalents | (95) | 142 |
Net (decrease) increase in cash and cash equivalents | (7,813) | 19,804 |
Cash and cash equivalents at beginning of period | 24,908 | 5,111 |
Cash and cash equivalents at end of period | 17,095 | 24,915 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||
Cash payments made for income taxes | 309 | 1 |
Cash payments made for interest expenses | 2 | |
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES | ||
Contingent consideration related to business acquisition | 5,904 | |
Right-of-use assets acquired under operating leases | 86 | |
Acquisition of Emojipedia through release of escrow funds of $4,776, due to seller of $1,923 and legal fee of $12 | 6,711 | |
Accounts receivable from certain Emojipedia websites collected by Seller | 45 | |
Note payable issued for insurance premium financing | $ 181 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) (Parentheticals) $ in Thousands | 9 Months Ended |
Apr. 30, 2022USD ($) | |
Statement of Cash Flows [Abstract] | |
Escrow fund | $ 4,776 |
Due to seller | 1,923 |
Legal fee | $ 12 |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 9 Months Ended |
Apr. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Note 1—Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements of Zedge, Inc. and its subsidiaries, GuruShots Ltd, Zedge Europe AS and Zedge Lithuania UAB (the “Company”), have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended April 30, 2022 are not necessarily indicative of the results that may be expected for the fiscal year ending July 31, 2022 or any other period. The balance sheet at July 31, 2021 has been derived from the Company’s audited financial statements at that date but does not include all of the information and footnotes required by U.S. GAAP for complete financial statements. For further information, please refer to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended July 31, 2021, as filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s fiscal year ends on July 31 of each calendar year. Each reference below to a fiscal year refers to the fiscal year ending in the calendar year indicated (e.g., fiscal 2022 refers to the fiscal year ending July 31, 2022). Use of Estimates The preparation of the Company’s unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, as well as related disclosure of contingent assets and liabilities. Actual results could differ materially from the Company’s estimates due to risks and uncertainties, including uncertainty in the current economic environment due to various global events. To the extent that there are material differences between these estimates and actual results, the Company’s financial condition or operating results will be affected. The Company bases its estimates on past experience and other assumptions that the Company believes are reasonable under the circumstances, and the Company evaluates these estimates on an ongoing basis. Recently Adopted Accounting Pronouncements In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes Recently Issued Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326) In October 2021, the FASB issued ASU No. 2021-08, Accounting for Contract Assets and Contract Liabilities From Contracts With Customers Revenue from Contracts with Customers With the exception of the standard discussed above, there have been no other recent accounting pronouncements or changes in accounting pronouncements during the nine months ended April 30, 2022, as compared to the recent accounting pronouncements described in the Company’s Annual Report on Form 10-K for the fiscal year ended July 31, 2021, that are of significance or potential significance to the Company. Significant Accounting Policies Other than intangible assets described below, there have been no material changes to the Company's significant accounting policies from its Annual Report on Form 10-K for the fiscal year ended July 31, 2021. Business Combinations The Company accounts for business combination using the acquisition method of accounting. The Company allocates the purchase price of the acquisition to the tangible and intangible assets acquired and liabilities assumed and contingent considerations based on their estimated fair values at the acquisition dates. The excess of the purchase price over those fair values is recorded as goodwill. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed with a corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the unaudited condensed consolidated statements of operations and comprehensive income. Acquisition-related costs are recognized separately from the acquisition and are expensed as incurred. Intangible Assets-Net Intangible assets (see Note 6) are carried at cost, less accumulated amortization, unless a determination has been made that their value has been impaired. Intangible assets are amortized on a straight-line basis over their estimated useful lives of between five to fifteen years. The Company reviews identifiable amortizable intangible assets to be held and used for impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. Determination of recoverability is based on the lowest level of identifiable estimated undiscounted cash flows resulting from use of the asset and its eventual disposition. Measurement of any impairment loss is based on the excess of the carrying value of the asset over its fair value. There were no impairment charges recorded in the nine months ended April 30, 2022 presented in the accompanying unaudited condensed consolidated financial statements. Related Party Transactions The Company was formerly a majority-owned subsidiary of IDT Corporation (“IDT”). On June 1, 2016, IDT’s interest in the Company was spun-off by IDT to IDT’s stockholders and the Company became an independent public-held company. IDT charges the Company for services it provides, and the Company charges IDT for services it provides, pursuant to a Transition Services Agreement (“TSA”). The Company was charged for legal services by IDT in the amounts of $29,600 and $91,600 respectively, for the three and nine month periods ended April 30, 2022, and $25,900 and $98,400 respectively, for the three and nine month periods ended April 30, 2021. The Company charged IDT for consulting services provided to IDT by a Zedge employee in the amounts of $35,100 and $140,000 respectively, for the three and nine month periods ended April 30, 2022, and $33,900 and $119,500, respectively, for the three and nine month periods ended April 30, 2021. As of April 30, 2022 and July 31, 2021, IDT owed the Company $5,000 and $6,000, respectively. The Company is party to a consulting agreement with Activist Artist Management, LLC (“Activist”), which assists the company in strategic business development. A member of the Company’s Board of Directors owns a significant minority stake in Activist. The Company paid $11,000 and $38,000, respectively, in the three and nine month periods ended April 30, 2022, and $11,000 and $38,000, respectively, in the three and nine month periods ended April 30, 2021, to Activist pursuant to the agreement. Under the terms of the agreement, which was amended as of August 1, 2020, the Company pays Activist $3,750 per month, plus possible commissions. On June 7, 2022 the Company’s Board approved a $65,000 advisory fee to Activist in connection with the GuruShots acquisition. In addition, the Board also approved the increase in monthly retainer from $3,750 to $5,000 per month retroactive from April 1, 2022, see Note 17 below. The Company paid $0 and $30,000, respectively, in the three and nine month periods ended April 30, 2022, and $0 in the three and nine month periods ended April 30, 2021, to Braze Inc. (formerly “Appboy, Inc.”) for use of its customer relationship management and lifecycle marketing platform. The former Chief Executive Officer and Co-Founder of Braze, Inc. is a member of the Company’s Board of Directors. |
Revenue
Revenue | 9 Months Ended |
Apr. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Note 2—Revenue Disaggregation of Revenue The following table summarizes revenue by type of monetization mechanisms of the Zedge App and other revenues, including Emojipedia revenues and GuruShots’ revenue from April 13 to April 30, 2022, for the periods presented: Three Months Ended Nine Months Ended April 30, April 30, 2022 2021 2022 2021 (in thousands) (in thousands) Advertising revenue $ 4,526 $ 4,227 $ 14,532 $ 11,612 Paid subscription revenue 910 899 2,823 2,358 Other revenues 794 126 1,818 358 Total revenues $ 6,230 $ 5,252 $ 19,173 $ 14,328 Revenue from Emojipedia was $232,000 and $823,000 for the three and nine month periods ended April 30, 2022, and presented in the other revenues line in the table above. Revenue from GuruShots was $294,000 for the three and nine month periods ended April 30, 2022, and presented in the other revenues line in the table above. Contract Balances The Company enters into contracts with its customers, which may give rise to contract liabilities (deferred revenue) and contract assets (unbilled revenue). The payment terms and conditions within the Company’s contracts vary by products or services purchased, the substantial all of which are due in less than one year. When the timing of revenue recognition differs from the timing of payments made by customers, the Company recognizes only deferred revenue (customer payment is received in advance of performance). The Company does not have unbilled revenue (its performance precedes the billing date). Deferred revenues On April 1, 2022, the Company received a one-time integration bonus for set up activities of $2 million from AppLovin Corporation for migrating to their mediation platform. This amount is being amortized over an estimated service period of 24 months. The Company records deferred revenues related to the unsatisfied performance obligations with respect to subscription revenue. As of April 30, 2022, the Company’s deferred revenue balance related to paid subscriptions was approximately $1.5 million, representing approximately 713,000 active subscribers including those under the account hold designation implemented by Google Play on November 1, 2020. Account hold is a subscription state that begins when a user's form of payment fails and the three-day grace period has ended without payment resolution. The account hold period lasts for up to 30 days. As of July 31, 2021, the Company’s deferred revenue balance related to paid subscriptions was approximately $1.6 million, representing approximately 752,000 active subscribers. The amount of revenue recognized in the nine months ended April 30, 2022 that was included in the deferred balance at July 31, 2021 was $1.5 million. The Company also records deferred revenues when users purchase or earn Zedge Credits. Unused Zedge Credits represent the value of the Company’s unsatisfied performance obligation to its users. Revenue is recognized when Zedge App users use Zedge Credits to acquire Zedge Premium content or upon expiration of the Zedge Credits upon 180 days of account inactivity. As of April 30, 2022, and July 31, 2021, the Company’s deferred revenue balance related to Zedge Premium was approximately $281,000 and $218,000, respectively. Total deferred revenues increased by $1.9 million from $1.8 million at July 31, 2021 to $3.7 million at April 30, 2022, primarily attributed to the integration bonus from AppLovin. Significant Judgments The advertising networks and advertising exchanges to which the Company sell its inventory track and report the impressions and installs to Zedge and Zedge recognizes revenues based on these reports. The networks and exchanges base their payments off of those reports and Zedge independently compares the data to each of the client sites to validate the imported data and identify any differences. The number of impressions and installs delivered by the advertising networks and advertising exchanges is determined at the end of each month, which resolves any uncertainty in the transaction price during the reporting period. Practical Expedients The Company expenses the fees retained by Google Play related to subscription revenue when incurred as marketing expense because the duration of the contracts for which the Company pays commissions are less than one year. These costs are included in the selling, general and administrative expenses in the unaudited condensed consolidated statements of operations and comprehensive income. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Apr. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 3—Fair Value Measurements The following tables present the balance of assets and liabilities measured at fair value on a recurring basis: Level 1 (1) Level 2 (2) Level 3 (3) Total (in thousands) April 30, 2022 Assets: Foreign exchange forward contracts $ - $ - $ - $ - Liabilities: Current portion of contingent consideration payable $ - $ - $ 3,396 $ 3,396 Contingent consideration payable $ - $ - $ 2,508 $ 2,508 Foreign exchange forward contracts $ - $ 167 $ - $ 167 July 31, 2021 Assets: Foreign exchange forward contracts $ - $ - $ - $ - Liabilities: Foreign exchange forward contracts $ - $ 54 $ - $ 54 (1) – quoted prices in active markets for identical assets or liabilities (2) – observable inputs other than quoted prices in active markets for identical assets and liabilities (3) – no observable pricing inputs in the market Fair Value of Other Financial Instruments The Company’s other financial instruments at April 30, 2022 and July 31, 2021 included trade accounts receivable, trade accounts payable, and due to seller of Emojipedia. The carrying amounts of the trade accounts receivable, trade accounts payable, and due to seller of Emojipedia approximated fair value due to their short-term nature. |
Derivative Instruments
Derivative Instruments | 9 Months Ended |
Apr. 30, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | Note 4—Derivative Instruments The primary risk managed by the Company using derivative instruments is foreign exchange risk. Foreign exchange forward contracts are entered into as hedges against unfavorable fluctuations in the U.S. Dollar (USD) to Norwegian Kroner (NOK) and USD to Euro (EUR) exchange rates. The Company is party to a Foreign Exchange Agreement with Western Alliance Bank allowing the Company to enter into foreign exchange contracts under its revolving credit facility with the bank (see Note 11). The Company does not apply hedge accounting to these contracts, and therefore the changes in fair value are recorded in unaudited condensed consolidated statements of operations and comprehensive income. By using derivative instruments to mitigate exposures to changes in foreign exchange rates, the Company is exposed to credit risk from the failure of the counterparty to perform under the terms of the contract. The credit or repayment risk is minimized by entering into transactions with high-quality counterparties. The outstanding contracts at April 30, 2022, were as follows: Settlement Date U.S. Dollar NOK May-22 225,000 1,970,619 Jun-22 225,000 1,999,125 Jul-22 225,000 1,999,800 Aug-22 225,000 2,000,025 Sep-22 225,000 2,000,250 Oct-22 225,000 2,000,700 Nov-22 225,000 2,000,925 Total $ 1,575,000 13,971,444 Settlement Date U.S. Dollar EUR May-22 225,000 188,673 Jun-22 225,000 203,381 Jul-22 225,000 203,105 Aug-22 225,000 202,812 Sep-22 225,000 202,484 Oct-22 225,000 202,156 Nov-22 225,000 201,848 Total $ 1,575,000 1,404,459 The fair value of outstanding derivative instruments recorded in the accompanying unaudited condensed consolidated balance sheets were as follows: April 30, July 31, Assets and Liabilities Derivatives: Balance Sheet Location 2022 2021 Derivatives not designated or not qualifying as hedging instruments (in thousands) Foreign exchange forward contracts Accrued expenses and other current liabilities $ 167 $ 54 The effects of derivative instruments on the unaudited condensed consolidated statements of operations and comprehensive income were as follows: Three Months Ended Nine Months Ended Amount of (Loss) Gain Recognized on Derivatives 2022 2021 2022 2021 Derivatives not designated or not qualifying as hedging instruments Location of Gain (Loss) Recognized on Derivatives (in thousands) (in thousands) Foreign exchange forward contracts Net (loss) gain resulting from foreign exchange transactions $ (154 ) $ 16 (271 ) $ 67 |
Business Combination and Assets
Business Combination and Assets Acquisition | 9 Months Ended |
Apr. 30, 2022 | |
Business Combinations [Abstract] | |
Business Combination and Assets Acquisition | Note 5—Business Combination and Assets Acquisition GuruShots Acquisition On April 12, 2022, the Company consummated the acquisition of 100% of the outstanding equity securities of GuruShots, Ltd. (“GuruShots”), an Israeli company that operates a platform used for its competitive photography game available across iOS, Android and the web. The acquisition was effected pursuant to a Share Purchase Agreement (the “SPA”) between the Company, GuruShots and the holders of the GuruShots equity interests. This acquisition was accounted for as a business combination under the acquisition method of accounting and the results of operations of GuruShots have been included in the Company’s results of operations as of the acquisition date. The purchase price for the equity securities of GuruShots consists of $18 million in cash paid at closing and contingent payments (the “Earnout”) of up to a maximum of $8.4 million due on each of the first and second anniversaries from the closing, payable either in cash or Class B common stock of the Company or a combination thereof, at the Company’s discretion, and subject to GuruShots achieving certain financial targets set forth in the SPA. The fair value of the earnout amount has been estimated at $5.9 million as part of the preliminary purchase price allocation. In connection therewith, the Company has agreed to make certain minimum investments in user acquisition for GuruShots in the period covered by the Earnout, subject to GuruShots maintaining agreed upon levels of Return On Ad Spend (“ROAS”). In addition, the Company has committed to a retention pool of $4 million in cash and issued 626,242 shares of the Company Class B common stock with a fair value of $4 million or $6.39 per share (based on the volume weighted average closing prices of the Class B common stock on the NYSE American Exchange for the thirty trading days ended April 12, 2022) for GuruShots’ founders and employees that will be payable or vest, as applicable, over three years from closing based on the beneficiaries thereof remaining employed by the Company or a subsidiary. The parties to the SPA have made customary representations, warranties and covenants therein. The assertions embodied in those representations and warranties were made for purposes of the SPA and are subject to qualifications and limitations agreed by the respective parties in connection with negotiating the terms of the SPA. In addition, certain representations and warranties made as of a specified date may be subject to a contractual standard of materiality different from what might be viewed as material to stockholders, or may have been used for the purpose of allocating risk between the respective parties rather than establishing matters as facts. For the foregoing reasons, no person should rely on the representations and warranties as statements of factual information at the time they were made or otherwise. The cash purchase price and the earnout have been preliminarily allocated to GuruShots’ tangible assets, identifiable intangible assets, and assumed liabilities based on their estimated fair values. The preliminary fair value estimates of the net assets acquired are based upon preliminary calculations and valuations, and those estimates and assumptions are subject to change as the Company obtains additional information for those estimates during the measurement period (up to one year from the acquisition date). The excess of the total consideration over the tangible assets, identifiable intangible assets, and assumed liabilities was recorded as goodwill. The Company will record measurement period adjustments based on its ongoing valuation and purchase price allocation procedures. The Company is still finalizing the valuation and purchase price allocation as it relates to the net working capital amount in the table below. The allocation of the preliminary purchase price is as follows (in thousands): (Dollar Amounts in Thousands) Purchase price consideration: Cash consideration paid at close $ 15,242 Cash contributed to escrow accounts at close 2,700 Cash deducted from purchase price and contributed to GuruShots' working capital 58 Fair value of contingent consideration to be achieved at year 1 3,396 Fair value of contingent consideration to be achieved at year 2 2,508 Fair value of total consideration transferred 23,904 Total purchase price, net of cash acquired $ 23,384 Fair value allocation of purchase price: Cash and cash equivalents $ 520 Accounts receivable 282 Prepaid and other assets 145 Property and equipment, net 17 Other assets (including ROU) 151 Accounts payable and accrued expenses (1,351 ) Operating lease liabilities, current (53 ) Operating lease liabilities, noncurrent (34 ) Acquired intangible assets 15,320 Goodwill 8,907 Total purchase price $ 23,904 The cash consideration paid includes $2.7 million deposited with the escrow agent for post-closing indemnification claims made within 18 months of the acquisition date. The maximum earnout of $16.8 million will be determined based upon the satisfaction of certain defined operational milestones and will be remeasured at fair value at each reporting period through earnings. As the fair value is based on unobservable inputs, the liabilities are included in Level 3 of the fair value measurement hierarchy. The unobservable inputs used in the determination of the fair value of the earnout which is assumed to be paid in cash include managements assumptions about the likelihood of payment based on the satisfaction of certain defined operational milestones and discount rates based on cost of debt. The Company issued 626,242 shares of the Company’s Class B common on the closing date to the founders and employees as a retention bonus pool. These shares will vest, in equal tranches, over three years assuming that the recipients remain employed by the Company or a subsidiary through the vesting dates. The $4 million fair value of these unvested restricted stock is not included as purchase consideration above, as it has a post-combination service requirement and will be accounted for separately from the business combination as stock compensation expense. Additionally, the founders and employees are also entitled to receive $4 million retention cash bonus over three years. Identified intangible assets consist of trade names, technology, non-compete agreements, and customer relationships. The fair value of intangible assets and the determination of their respective useful lives were made in accordance with ASC 805 and are outlined in the table below: (Dollar Amounts in Thousands) Asset Value Useful Life Identified intangible assets: Trade names $ 3,570 12 years Acquired developed technology 3,950 5 years Customer relationships 7,800 10 years Total identified intangible assets $ 15,320 The Company’s initial fair value estimates related to the various identified intangible assets were determined under various valuation approaches including the Relief-from-Royalty Method and Multi-period excess earnings. These valuation methods require management to project revenues, operating expenses, working capital investment, capital spending and cash flows for the GuruShots over a multiyear period, as well as determine the weighted average cost of capital to be used as a discount rate. The Company amortizes its intangible assets assuming no residual value over periods in which the economic benefit of these assets is consumed. The Company recorded the excess of the purchase price over the identified tangible and intangible assets as goodwill. The Company believes that the investment value of the future enhancement of the Company’s products and offerings created as a result of this acquisition has principally contributed to a purchase price that resulted in the recognition of $8.9 million of goodwill, which is deductible for tax purposes. Acquisition-related transaction costs (e.g., legal, due diligence, valuation, and other professional fees) are not included as a component of consideration transferred but are required to be expensed as incurred. During the nine months ended April 30, 2022, we incurred and accrued $860,000 of acquisition-related costs, which are included in Selling, General and Administrative expenses on the Company’s condensed consolidated statement of operations and comprehensive income. Unaudited Pro Forma Consolidated Financial Information The unaudited pro forma financial information for all periods presented below has been calculated after adjusting the results of Zedge and GuruShots to reflect the business combination accounting effects resulting from this acquisition, including acquisition costs and the amortization expense from acquired intangible assets as though the acquisition occurred on August 1, 2020. The historical consolidated financial statements have been adjusted in the pro forma combined financial statements to give effect to pro forma events that are directly attributable to the business combination. The pro forma financial information is for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place on August 1, 2020. Three Months Ended Nine Months Ended April 30 (1) April 30 (1) (‘000) 2021 2022 2021 2022 Revenue $ 7,522 $ 7,625 $ 21,002 $ 24,134 Net income $ 1,625 $ 571 $ 2,240 $ 2,580 1) The fiscal year end of Zedge is July 31 and the fiscal year end of GuruShots is December 31. The pro forma financial information above has been prepared utilizing the three and nine months ended April 30th for Zedge and March 31st for GuruShots. The unaudited pro forma financial information includes the following adjustments, net of any tax impacts: (i) incremental amortization expense recognized based on fair value of intangible assets recorded upon acquisition of GuruShots; (ii) incremental compensation expense related to the vesting of retention awards to GuruShots employees consisting of restricted stock awards and cash payments; and (iii) the reversal of historical fair value adjustments and interest expense recorded on GuruShots’ convertible notes that were settled on the acquisition date. (iv) Income tax expense (benefit) was adjusted for the impact of the above adjustments for each period. Transaction costs incurred during the three and nine months ended April 30, 2022 were $0.7 million and $0.9 million, respectively. For pro forma purposes, these expenses were reclassified to the earliest period presented. The unaudited pro forma financial information is for comparative purposes only and is not necessarily indicative of what the Company’s operating results would have been had the GuruShots Acquisition taken place on August 1, 2020. GuruShots’ operating results are consolidated with our operating results beginning on April 13, 2022. Therefore, our consolidated results of operations for the three and nine months ended April 30, 2022 may not be comparable to the same period in 2021. GuruShots’ results of operations included in our consolidated results of operations for the three and nine months ended April 30, 2022 include revenues of $0.3 million and a net loss of $0.2 million. Emojipedia Acquisition Pursuant to an Asset Purchase Agreement, on August 1, 2021 (“Closing”), the Company consummated the acquisition of substantially all of the assets of Emojipedia Pty Ltd, a proprietary company organized under the laws of Australia. The total purchase price of the assets has been determined to be $6.7 million of which $4.8 million was paid on August 2, 2021 and $917,000 was paid on February 1, 2022, with the remaining $962,000 to be paid out on the twelve-month anniversary of the Closing. The final purchase price of $6.7 million was $194,000 lower than initially estimated. The assets purchased include emojipeida.org, a set of smaller websites, a bank of emoji related URLs and other assets related to the seller’s business, including World Emoji Day, the annual World Emoji Awards, and Emojitracker. The asset purchase does not qualify as a business combination under FASB ASC 805, Business Combinations The results of operations of the purchased assets are included in the Company’s unaudited condensed consolidated statements of operations and comprehensive income since the date of the acquisition. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 9 Months Ended |
Apr. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | Note 6—Intangible Assets and Goodwill The following table presents the detail of intangible assets as of July 31, 2021 and April 30, 2022 (in thousands): Gross Carrying Value Accumulated Amortization Net Carrying Value Balance at July 31, 2021 $ - $ - $ - Websites and other internet domains acquired 6,711 335 6,376 Acquired developed technology 3,950 40 3,910 Customer relationships 7,800 39 7,761 Trademarks and trade names 3,570 15 3,555 Balance at April 30, 2022 $ 22,031 $ 429 $ 21,602 Estimated future amortization expense as of April 30, 2022 is as follows (in thousands): Remainder of fiscal 2022 $ 579 Fiscal 2023 2,315 Fiscal 2024 2,315 Fiscal 2025 2,315 Fiscal 2026 2,315 Thereafter 11,763 Total $ 21,602 Goodwill Changes in the carrying amount of goodwill in the nine months ended April 30, 2022 are as follows (in thousands): (in thousands) Carrying Amount Balance at July 31, 2021 $ 2,262 GuruShots acquisition 8,907 Foreign currency translation adjustments (138 ) Balance at April 30, 2022 $ 11,031 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 9 Months Ended |
Apr. 30, 2022 | |
Accrued Expenses and Other Current Liabilities [Abstract] | |
Accrued Expenses and Other Current Liabilities | Note 7—Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of the following: April 30, July 31, 2022 2021 (in thousands) Accrued vacation $ 663 $ 424 Accrued income taxes payable 1,711 264 Accrued payroll taxes 304 291 Accrued payroll and bonuses 638 374 Accrued business combination expenses 340 - Operating lease liability 142 86 Derivative liability 167 54 Due to artists 327 246 Other 130 32 Total accrued expenses and other current liabilities $ 4,422 $ 1,771 |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Apr. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Note 8—Stock-Based Compensation On November 10, 2021, the Company’s Board of Directors amended the 2016 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 325,000 shares to an aggregate of 1,846,000 shares. This amendment was ratified by the Company’s stockholders at the Annual Meeting of Stockholders held on January 12, 2022. On March 23, 2022, the Company’s Board of Directors amended the 2016 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 685,000 shares to an aggregate of 2,531,000 shares, including 685,000 shares for the GuruShots retention pool. The Company expects to submit the amendment for ratification by the Company’s stockholders at the Annual Meeting of Stockholders to be held in January 2023. At April 30, 2022, there were 492,000 shares of Class B common stock available for awards under the 2016 Incentive Plan before accounting for the approximately 204,000 contingently issuable shares related to the deferred stock units (“DSUs”) with both service and market conditions. In addition to stock options and restricted stock awards, the Company occasionally issues DSU’s. On September 7, 2021, the Company granted a total of 291,320 DSUs to 64 of its employees and consultants. Each DSU represents the right to receive one share of the Company’s Class B common stock. 30% of the DSU’s (or 87,396) have service vesting conditions only, with a vesting schedule of 25% on September 7, 2022, 33% on September 7, 2023, and remaining on September 7, 2024. Vesting of the remaining 70% of the DSUs (or 203,924) is subject to continued service as well as a market condition. These DSUs will vest if the grantee remains in service to the Company and only if the aggregate market capitalization of the Company’s equity securities has reached or exceeded $451 million for five consecutive trading days between the grant date and the vest date. Subject to satisfaction of both of those conditions, these DSU’s with both service and market conditions have a vesting schedule of 25% September 7, 2022, up to 58% (the 25% eligible to vest in 2022 and an additional 33%) on September 7, 2023, and up to 100% on September 7, 2024. In the event the market capitalization condition has not been met prior to a vesting date, but is met by a subsequent vesting date, all DSUs with a market condition eligible for vesting prior to that date shall vest. In the event that the market capitalization condition has not been met by September 7, 2024, the DSUs with a market condition shall expire. The Company recognizes stock-based compensation for stock-based awards, including stock options, restricted stock and DSUs based on the estimated fair value of the awards and recognized over the relevant service period. The Company estimates the fair value of stock options on the measurement date using the Black-Scholes option valuation model. The Company estimates the fair value of restricted stock and DSUs with service conditions only using the current market price of the stock. The Company estimates the fair value of DSUs with both service and market conditions using the Monte Carlo Simulation valuation model. The Black-Scholes and Monte Carlo Simulation valuation models incorporate assumptions as to stock price volatility, the expected life of options or awards, a risk-free interest rate and dividend yield. We recognize stock-based compensation expense related to options and restricted stock units on a straight-line basis over the service period of the award, which is generally 4 years for options and 3 years for restricted stock units. In our accompanying unaudited condensed consolidated statements of operations and comprehensive income, the Company recognized stock-based compensation for our employees and non-employees as follows: Three Months Ended Nine Months Ended April 30, April 30, 2022 2021 2022 2021 (in thousands) Selling, general and administrative $ 483 $ 98 $ 1,291 $ 488 The estimated grant-date fair value of our stock options was calculated using the Black-Scholes option pricing model, based on the following weighted-average assumptions: Nine months ended April 30, 2022 2021 Expected term 6.0 years 6.0 years Volatility 92.4 % 92.4 % Risk free interest rate 1.5 % 0.6 % Dividends — — Weighted average grant date fair value $ 7.76 $ 3.26 The following table summarizes stock option activity for the nine months ended April 30, 2022: Stock Options Weighted- Number of Average Options Exercise (in thousands) Price Outstanding at July 31, 2021 843 $ 2.72 Granted 42 10.29 Exercised (4 ) 1.87 Cancelled / forfeited (27 ) 12.28 Outstanding at April 30, 2022 854 $ 2.79 Exercisable at April 30, 2022 645 $ 2.09 The following table summarizes restricted stock activity for the nine months ended April 30, 2022: Number of Weighted Non-vested stock award as of July 31, 2021 127,300 $ 3.27 Granted (GuruShots Retention Bonus shares) 626,242 6.39 Vested (65,101 ) 2.80 Forfeited - - Non-vested stock award as of April 30, 2022 688,441 $ 6.15 The following table summarizes DSU activity for the nine months ended April 30, 2022: Number of Weighted Non-vested DSU award as of July 31, 2021 37,500 $ 1.54 Granted (1) 291,320 9.60 Vested (12,500 ) 1.54 Forfeited (18,720 ) 7.88 Non-vested DSU award as of April 30, 2022 297,600 $ 9.03 (1) Includes 203,924 DSUs (or 70% of total awards) of which vesting are subject to both service and market condition. The DSUs with both service and market conditions were valued using a Monte Carlo simulation model, with a valuation of $7.19 per DSU. Total grant date fair value for these DSUs was approximately $1.5 million. The unrecognized compensation expense is being recognized on a graded vesting method over the vesting period. The DSUs with a service condition only had a grant date fair value of $1.3 million. Total grant date fair value for the remaining 30% DSUs without market-based condition was approximately $1.0 million. The unrecognized compensation expense is being recognized on a straight-line basis over the vesting period. As of April 30, 2022, the Company’s unrecognized stock-based compensation expense was $661,000 for unvested stock options, $1.9 million for DSUs and $4.1 million for unvested restricted stock including the $4 million portion of retention bonus to be paid in the Company’s Class B common stock in connection with the GuruShots acquisition. |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Apr. 30, 2022 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Note 9—Earnings Per Share Basic earnings per share is computed by dividing net income attributable to all classes of common stockholders of the Company by the weighted average number of shares of all classes of common stock outstanding during the applicable period, and is the same amount for the Company’s Class A common stock and Class B common stock. Diluted earnings per share is computed in the same manner as basic earnings per share, except that the number of shares is increased to include restricted stock still subject to risk of forfeiture, issuances to be made on the vesting of unvested DSUs and the exercise of potentially dilutive stock options using the treasury stock method, unless the effect of such increase is anti-dilutive. The weighted-average number of shares used in the calculation of basic and diluted earnings per share attributable to the Company’s common stockholders consists of the following: Three Months Ended Nine Months Ended April 30, April 30, 2022 2021 2022 2021 (in thousands) Basic weighted-average number of shares 14,307 13,676 14,295 12,531 Effect of dilutive securities: Stock options 505 762 598 715 Non-vested restricted Class B common stock 30 98 63 48 Deferred stock units 17 34 18 29 Diluted weighted-average number of shares 14,859 14,570 14,974 13,323 The following shares were excluded from the dilutive earnings per share computations because their inclusion would have been anti-dilutive: Three Months Ended Nine Months Ended April 30, April 30, 2022 2021 2022 2021 (in thousands) (in thousands) Stock options 95 24 59 25 Non-vested restricted Class B common stock - - - - Deferred stock units 277 - 238 - Shares excluded from the calculation of diluted earnings per share 372 24 297 25 |
Contingencies
Contingencies | 9 Months Ended |
Apr. 30, 2022 | |
Loss Contingency [Abstract] | |
Contingencies | Note 10—Contingencies Legal Proceedings The Company may from time to time be subject to other legal proceedings that arise in the ordinary course of business. Although there can be no assurance in this regard, the Company does not expect any of those legal proceedings to have a material adverse effect on the Company’s results of operations, cash flows or financial condition. |
Revolving Credit Facility
Revolving Credit Facility | 9 Months Ended |
Apr. 30, 2022 | |
Revolving Credit Facility [Abstract] | |
Revolving Credit Facility | Note 11—Revolving Credit Facility As of September 27, 2016, the Company entered into a loan and security agreement with Western Alliance Bank for a revolving credit facility of up to $2.5 million for an initial two-year term which was extended twice for another two-year term expiring September 26, 2022. At the Company’s request in September 2020, advances under this facility have been reduced to the lesser of $2.0 million or 80% of the Company’s eligible accounts receivable, subject to certain concentration limits. The revolving credit facility is secured by a lien on substantially all of the Company’s assets. Effective with the September 2020 extension, the outstanding principal amount bears interest per annum at the greater of 3.5% or the prime rate plus 1.25%. Previously the interest rate was capped at 5.0%. Interest is payable monthly and all outstanding principal and any accrued and unpaid interest is due on the maturity date of September 26, 2022. The Company is required to pay an annual facility fee of $10,000 to Western Alliance Bank. The Company is also required to comply with various affirmative and negative covenants and to maintain certain financial ratios during the term of the revolving credit facility. The covenants include a prohibition on the Company paying any dividend on its capital stock. The Company may terminate this agreement at any time without penalty or premium provided that it pays down any outstanding principal, accrued interest and bank expenses. At April 30, 2022 and July 31, 2021, there were no amounts outstanding under the revolving credit facility and the Company was in compliance with all of the covenants. As of November 16, 2016, the Company entered into a Foreign Exchange Agreement with Western Alliance Bank to allow the Company to enter into foreign exchange contracts not to exceed $5.0 million in the aggregate at any point in time under its revolving credit facility. This limit was raised to approximately $6.5 million pursuant to the Loan and Security Modification Agreement dated May 30, 2018. The available borrowing under the revolving credit facility is reduced by an applicable foreign exchange reserve percentage as determined by Western Alliance Bank, in its reasonable discretion from time to time, which was initially set at 10% of the nominal amount of the foreign exchange contracts in effect at the relevant time. In December 2016, the applicable foreign exchange reserve percentage was changed so that the reduction of available borrowing for major currency forward contracts of less than six months tenor is set at 10% of the nominal amount of the foreign exchange contracts, and for contracts over six months tenor, 12.5% of the nominal amount of the foreign exchange contracts. At April 30, 2022, there were $3.2 million of outstanding foreign exchange contracts with the majority being less than six months tenor under the credit facility, which reduced the available borrowing under the revolving credit facility by $326,000. |
Business Segment and Geographic
Business Segment and Geographic Information | 9 Months Ended |
Apr. 30, 2022 | |
Business Segment And Geographic Information [Abstract] | |
Business Segment and Geographic Information | Note 12—Business Segment and Geographic Information The Company provides a content platform, worldwide, centered on self-expression, attracting both creators looking to promote their content and consumers who utilize such content to express their identity, feelings, tastes and interests. The Company’s platform enables consumers to personalize their mobile devices with mostly free, high-quality ringtones, wallpapers, home screen app icons, widgets and notification sounds. The Company conducts business as one operating segment. Net long-lived assets and total assets, other than goodwill, deferred tax assets and investment in private company, held outside of the United States, which are located primarily in Israel and Norway, were as follows: United States Foreign Total (in thousands) Long-lived assets, net: April 30, 2022 $ 7,995 $ 15,709 $ 23,704 July 31, 2021 $ 1,900 $ 399 $ 2,299 Total assets: April 30, 2022 $ 25,960 $ 29,707 $ 55,667 July 31, 2021 $ 32,745 $ 4,732 $ 37,477 |
Operating Leases
Operating Leases | 9 Months Ended |
Apr. 30, 2022 | |
Leases [Abstract] | |
Operating Leases | Note 13— Operating Leases The Company has operating leases primarily for office space. Operating lease right-of-use assets recorded and included in other assets were $164,000 and $243,000 at April 30, 2022 and July 31, 2021, respectively. In connection with the GuruShots acquisition, the Company also acquired $86,000 of right-of-use assets related to its office space in Tel Aviv and assumed $86,000 lease liabilities. Other than the above, there were no other material changes in the Company's operating and finance leases in the three and nine months ended April 30, 2022, as compared to the disclosure in the Company's Annual Report on Form 10-K for the fiscal year ended July 31, 2021. |
Provision for Income Taxes
Provision for Income Taxes | 9 Months Ended |
Apr. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Provision for Income taxes | Note 14—Provision for Income Taxes The Company’s tax provision or benefit from income taxes for interim periods has generally been determined using an estimate of its annual effective tax rate, adjusted for identified discrete items, if any. Under certain circumstances where the Company is unable to make a reliable estimate of the annual effective tax rate, the accounting guidance permits the use of the actual effective tax rate for the year-to-date period. The Company expects its overall effective tax rate for the fiscal year ending July 31, 2022 to be approximately 25.7%. The effective tax rate differed from the United States federal statutory tax rate of 21% due to certain factors with temporary impact primarily related to equity compensation expenses. During the nine months ended April 30, 2022, the Company accounted for a discrete item related to restricted stock windfall (vesting date fair market value above the grant date fair market value) which resulted in a net effective tax rate of 24.4%. As of April 30, 2022, the Company had $560,000 of deferred tax assets for which it has not established a valuation allowance, related to U.S. federal and state taxes and for a certain international subsidiary. The Company completed its reassessment of the ability to realize these assets and concluded that a valuation allowance was not required. The Company is subject to taxation in the United States and certain foreign jurisdictions. Earnings from non-U.S. activities are subject to local country income tax. The material jurisdictions where the Company is subject to potential examination by tax authorities include the United States, Norway and Lithuania. |
Loans Payable
Loans Payable | 9 Months Ended |
Apr. 30, 2022 | |
Loans Payable [Abstract] | |
Loans Payable | Note 15—Loans Payable Effective August 1, 2020, the Company obtained a loan of $181,462 to pay for its insurance coverages, repayable in nine equal installments of $20,491 starting from September 1, 2020 which represented a 3.89% annual percentage interest rate. This loan was completely repaid by April 2021. |
Sales of Class B Common Stock
Sales of Class B Common Stock | 9 Months Ended |
Apr. 30, 2022 | |
Sale of Common Stock [Abstract] | |
Sales of Class B Common Stock | Note 16—Sales of Class B Common Stock The Company filed with the SEC a Registration Statement on Form S-3 (the “Form S-3”) on November 30, 2020 which became effective on December 4, 2020 to facilitate capital raising. The Registration Statement registered the issuance and sale by the Company of Class B common stock or related securities for gross proceeds to the Company of up to $20 million. On November 30, 2020, the Company engaged National Securities Corp. and H.C. Wainwright & Co, LLC (the “Sales Agents”) to act as the Company’s exclusive co-Sales Agents in connection with the Company’s “at-the-market” offering of shares of the Company’s Class B common stock up to $5 million. The Company filed a Prospectus Supplement (supplementing the Prospectus included in the Form S-3) on December 9, 2020 and contemporaneously entered into an At The Market Offering Agreement with the Sales Agents (the “ATM Sales Agreement”), pursuant to which the Company sold 761,906 shares at an average price of $6.5625 per share for total proceeds of $5 million as of January 28, 2021. In connection with this offering, the Company incurred a total issuance cost of $215,000. The Company intends to use the net proceeds from this offering for working capital and other general corporate purposes. On March 16, 2021, the Company filed a prospectus supplement with the SEC which contemplated the sale, for a gross aggregate sale price of up to $10,000,000, of shares of the Company’s Class B common stock, from time to time in “at the market offerings” pursuant to an At Market Issuance Sales Agreement with National Securities Corporation and Maxim Group LLC (the “New Sales Agents”), dated as of March 16, 2021 (the “New ATM Sales Agreement”), pursuant to which we sold 663,686 shares at an average price of $15.0674 per share for total proceeds of $10 million. In connection with this offering, we incurred a total issuance cost of $350,000. We intend to use the net proceeds from this offering for working capital and other general corporate purposes. |
Subsequent Event
Subsequent Event | 9 Months Ended |
Apr. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Event | Note 17—Subsequent Events On June 7, 2022, the Company’s Board approved a $65,000 advisory fee to Activist in connection with the GuruShots acquisition. In addition, the Board also approved the increase in monthly retainer from $3,750 to $5,000 per month retroactive from April 1, 2022, |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Apr. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements of Zedge, Inc. and its subsidiaries, GuruShots Ltd, Zedge Europe AS and Zedge Lithuania UAB (the “Company”), have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended April 30, 2022 are not necessarily indicative of the results that may be expected for the fiscal year ending July 31, 2022 or any other period. The balance sheet at July 31, 2021 has been derived from the Company’s audited financial statements at that date but does not include all of the information and footnotes required by U.S. GAAP for complete financial statements. For further information, please refer to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended July 31, 2021, as filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s fiscal year ends on July 31 of each calendar year. Each reference below to a fiscal year refers to the fiscal year ending in the calendar year indicated (e.g., fiscal 2022 refers to the fiscal year ending July 31, 2022). |
Use of Estimates | Use of Estimates The preparation of the Company’s unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, as well as related disclosure of contingent assets and liabilities. Actual results could differ materially from the Company’s estimates due to risks and uncertainties, including uncertainty in the current economic environment due to various global events. To the extent that there are material differences between these estimates and actual results, the Company’s financial condition or operating results will be affected. The Company bases its estimates on past experience and other assumptions that the Company believes are reasonable under the circumstances, and the Company evaluates these estimates on an ongoing basis. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes |
Recently Issued Accounting Pronouncements Not Yet Adopted | Recently Issued Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326) In October 2021, the FASB issued ASU No. 2021-08, Accounting for Contract Assets and Contract Liabilities From Contracts With Customers Revenue from Contracts with Customers With the exception of the standard discussed above, there have been no other recent accounting pronouncements or changes in accounting pronouncements during the nine months ended April 30, 2022, as compared to the recent accounting pronouncements described in the Company’s Annual Report on Form 10-K for the fiscal year ended July 31, 2021, that are of significance or potential significance to the Company. |
Significant Accounting Policies | Significant Accounting Policies Other than intangible assets described below, there have been no material changes to the Company's significant accounting policies from its Annual Report on Form 10-K for the fiscal year ended July 31, 2021. |
Business Combinations | Business Combinations The Company accounts for business combination using the acquisition method of accounting. The Company allocates the purchase price of the acquisition to the tangible and intangible assets acquired and liabilities assumed and contingent considerations based on their estimated fair values at the acquisition dates. The excess of the purchase price over those fair values is recorded as goodwill. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed with a corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the unaudited condensed consolidated statements of operations and comprehensive income. Acquisition-related costs are recognized separately from the acquisition and are expensed as incurred. |
Intangible Assets-Net | Intangible Assets-Net Intangible assets (see Note 6) are carried at cost, less accumulated amortization, unless a determination has been made that their value has been impaired. Intangible assets are amortized on a straight-line basis over their estimated useful lives of between five to fifteen years. The Company reviews identifiable amortizable intangible assets to be held and used for impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. Determination of recoverability is based on the lowest level of identifiable estimated undiscounted cash flows resulting from use of the asset and its eventual disposition. Measurement of any impairment loss is based on the excess of the carrying value of the asset over its fair value. There were no impairment charges recorded in the nine months ended April 30, 2022 presented in the accompanying unaudited condensed consolidated financial statements. |
Related Party Transactions | Related Party Transactions The Company was formerly a majority-owned subsidiary of IDT Corporation (“IDT”). On June 1, 2016, IDT’s interest in the Company was spun-off by IDT to IDT’s stockholders and the Company became an independent public-held company. IDT charges the Company for services it provides, and the Company charges IDT for services it provides, pursuant to a Transition Services Agreement (“TSA”). The Company was charged for legal services by IDT in the amounts of $29,600 and $91,600 respectively, for the three and nine month periods ended April 30, 2022, and $25,900 and $98,400 respectively, for the three and nine month periods ended April 30, 2021. The Company charged IDT for consulting services provided to IDT by a Zedge employee in the amounts of $35,100 and $140,000 respectively, for the three and nine month periods ended April 30, 2022, and $33,900 and $119,500, respectively, for the three and nine month periods ended April 30, 2021. As of April 30, 2022 and July 31, 2021, IDT owed the Company $5,000 and $6,000, respectively. The Company is party to a consulting agreement with Activist Artist Management, LLC (“Activist”), which assists the company in strategic business development. A member of the Company’s Board of Directors owns a significant minority stake in Activist. The Company paid $11,000 and $38,000, respectively, in the three and nine month periods ended April 30, 2022, and $11,000 and $38,000, respectively, in the three and nine month periods ended April 30, 2021, to Activist pursuant to the agreement. Under the terms of the agreement, which was amended as of August 1, 2020, the Company pays Activist $3,750 per month, plus possible commissions. On June 7, 2022 the Company’s Board approved a $65,000 advisory fee to Activist in connection with the GuruShots acquisition. In addition, the Board also approved the increase in monthly retainer from $3,750 to $5,000 per month retroactive from April 1, 2022, see Note 17 below. The Company paid $0 and $30,000, respectively, in the three and nine month periods ended April 30, 2022, and $0 in the three and nine month periods ended April 30, 2021, to Braze Inc. (formerly “Appboy, Inc.”) for use of its customer relationship management and lifecycle marketing platform. The former Chief Executive Officer and Co-Founder of Braze, Inc. is a member of the Company’s Board of Directors. |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Apr. 30, 2022 | |
Revenue [Abstract] | |
Schedule of revenue by type of monetization mechanisms | Three Months Ended Nine Months Ended April 30, April 30, 2022 2021 2022 2021 (in thousands) (in thousands) Advertising revenue $ 4,526 $ 4,227 $ 14,532 $ 11,612 Paid subscription revenue 910 899 2,823 2,358 Other revenues 794 126 1,818 358 Total revenues $ 6,230 $ 5,252 $ 19,173 $ 14,328 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Apr. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of balance of assets and liabilities measured at fair value on a recurring basis | Level 1 (1) Level 2 (2) Level 3 (3) Total (in thousands) April 30, 2022 Assets: Foreign exchange forward contracts $ - $ - $ - $ - Liabilities: Current portion of contingent consideration payable $ - $ - $ 3,396 $ 3,396 Contingent consideration payable $ - $ - $ 2,508 $ 2,508 Foreign exchange forward contracts $ - $ 167 $ - $ 167 July 31, 2021 Assets: Foreign exchange forward contracts $ - $ - $ - $ - Liabilities: Foreign exchange forward contracts $ - $ 54 $ - $ 54 (1) – quoted prices in active markets for identical assets or liabilities (2) – observable inputs other than quoted prices in active markets for identical assets and liabilities (3) – no observable pricing inputs in the market |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 9 Months Ended |
Apr. 30, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of outstanding contracts | Settlement Date U.S. Dollar NOK May-22 225,000 1,970,619 Jun-22 225,000 1,999,125 Jul-22 225,000 1,999,800 Aug-22 225,000 2,000,025 Sep-22 225,000 2,000,250 Oct-22 225,000 2,000,700 Nov-22 225,000 2,000,925 Total $ 1,575,000 13,971,444 Settlement Date U.S. Dollar EUR May-22 225,000 188,673 Jun-22 225,000 203,381 Jul-22 225,000 203,105 Aug-22 225,000 202,812 Sep-22 225,000 202,484 Oct-22 225,000 202,156 Nov-22 225,000 201,848 Total $ 1,575,000 1,404,459 |
Schedule of fair value of outstanding derivative instruments | April 30, July 31, Assets and Liabilities Derivatives: Balance Sheet Location 2022 2021 Derivatives not designated or not qualifying as hedging instruments (in thousands) Foreign exchange forward contracts Accrued expenses and other current liabilities $ 167 $ 54 |
Schedule of derivative instruments on consolidated statements of comprehensive income | Three Months Ended Nine Months Ended Amount of (Loss) Gain Recognized on Derivatives 2022 2021 2022 2021 Derivatives not designated or not qualifying as hedging instruments Location of Gain (Loss) Recognized on Derivatives (in thousands) (in thousands) Foreign exchange forward contracts Net (loss) gain resulting from foreign exchange transactions $ (154 ) $ 16 (271 ) $ 67 |
Business Combination and Asse_2
Business Combination and Assets Acquisition (Tables) | 9 Months Ended |
Apr. 30, 2022 | |
Business Combinations [Abstract] | |
Schedule of allocation of the purchase price | (Dollar Amounts in Thousands) Purchase price consideration: Cash consideration paid at close $ 15,242 Cash contributed to escrow accounts at close 2,700 Cash deducted from purchase price and contributed to GuruShots' working capital 58 Fair value of contingent consideration to be achieved at year 1 3,396 Fair value of contingent consideration to be achieved at year 2 2,508 Fair value of total consideration transferred 23,904 Total purchase price, net of cash acquired $ 23,384 Fair value allocation of purchase price: Cash and cash equivalents $ 520 Accounts receivable 282 Prepaid and other assets 145 Property and equipment, net 17 Other assets (including ROU) 151 Accounts payable and accrued expenses (1,351 ) Operating lease liabilities, current (53 ) Operating lease liabilities, noncurrent (34 ) Acquired intangible assets 15,320 Goodwill 8,907 Total purchase price $ 23,904 |
Schedule of intangible assets | (Dollar Amounts in Thousands) Asset Value Useful Life Identified intangible assets: Trade names $ 3,570 12 years Acquired developed technology 3,950 5 years Customer relationships 7,800 10 years Total identified intangible assets $ 15,320 |
Schedule of pro forma consolidated financial information | Three Months Ended Nine Months Ended April 30 (1) April 30 (1) (‘000) 2021 2022 2021 2022 Revenue $ 7,522 $ 7,625 $ 21,002 $ 24,134 Net income $ 1,625 $ 571 $ 2,240 $ 2,580 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 9 Months Ended |
Apr. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | Gross Carrying Value Accumulated Amortization Net Carrying Value Balance at July 31, 2021 $ - $ - $ - Websites and other internet domains acquired 6,711 335 6,376 Acquired developed technology 3,950 40 3,910 Customer relationships 7,800 39 7,761 Trademarks and trade names 3,570 15 3,555 Balance at April 30, 2022 $ 22,031 $ 429 $ 21,602 |
Schedule of intangible assets | Remainder of fiscal 2022 $ 579 Fiscal 2023 2,315 Fiscal 2024 2,315 Fiscal 2025 2,315 Fiscal 2026 2,315 Thereafter 11,763 Total $ 21,602 |
Schedule of carrying amount of goodwill | (in thousands) Carrying Amount Balance at July 31, 2021 $ 2,262 GuruShots acquisition 8,907 Foreign currency translation adjustments (138 ) Balance at April 30, 2022 $ 11,031 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 9 Months Ended |
Apr. 30, 2022 | |
Accrued Expenses and Other Current Liabilities [Abstract] | |
Schedule of accrued expenses and other current liabilities | April 30, July 31, 2022 2021 (in thousands) Accrued vacation $ 663 $ 424 Accrued income taxes payable 1,711 264 Accrued payroll taxes 304 291 Accrued payroll and bonuses 638 374 Accrued business combination expenses 340 - Operating lease liability 142 86 Derivative liability 167 54 Due to artists 327 246 Other 130 32 Total accrued expenses and other current liabilities $ 4,422 $ 1,771 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Apr. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of operations and comprehensive income | Three Months Ended Nine Months Ended April 30, April 30, 2022 2021 2022 2021 (in thousands) Selling, general and administrative $ 483 $ 98 $ 1,291 $ 488 |
Schedule of Black-Scholes option pricing model based on weighted-average assumptions | Nine months ended April 30, 2022 2021 Expected term 6.0 years 6.0 years Volatility 92.4 % 92.4 % Risk free interest rate 1.5 % 0.6 % Dividends — — Weighted average grant date fair value $ 7.76 $ 3.26 |
Schedule of stock option | Stock Options Weighted- Number of Average Options Exercise (in thousands) Price Outstanding at July 31, 2021 843 $ 2.72 Granted 42 10.29 Exercised (4 ) 1.87 Cancelled / forfeited (27 ) 12.28 Outstanding at April 30, 2022 854 $ 2.79 Exercisable at April 30, 2022 645 $ 2.09 |
Schedule of restricted shares non-vested deferred stock units | Number of Weighted Non-vested stock award as of July 31, 2021 127,300 $ 3.27 Granted (GuruShots Retention Bonus shares) 626,242 6.39 Vested (65,101 ) 2.80 Forfeited - - Non-vested stock award as of April 30, 2022 688,441 $ 6.15 |
Schedule of restricted shares non-vested deferred stock units | Number of Weighted Non-vested DSU award as of July 31, 2021 37,500 $ 1.54 Granted (1) 291,320 9.60 Vested (12,500 ) 1.54 Forfeited (18,720 ) 7.88 Non-vested DSU award as of April 30, 2022 297,600 $ 9.03 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Apr. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of weighted-average number of shares used in the calculation of basic and diluted earnings per share | Three Months Ended Nine Months Ended April 30, April 30, 2022 2021 2022 2021 (in thousands) Basic weighted-average number of shares 14,307 13,676 14,295 12,531 Effect of dilutive securities: Stock options 505 762 598 715 Non-vested restricted Class B common stock 30 98 63 48 Deferred stock units 17 34 18 29 Diluted weighted-average number of shares 14,859 14,570 14,974 13,323 |
Schedule of dilutive earnings per share computations | Three Months Ended Nine Months Ended April 30, April 30, 2022 2021 2022 2021 (in thousands) (in thousands) Stock options 95 24 59 25 Non-vested restricted Class B common stock - - - - Deferred stock units 277 - 238 - Shares excluded from the calculation of diluted earnings per share 372 24 297 25 |
Business Segment and Geograph_2
Business Segment and Geographic Information (Tables) | 9 Months Ended |
Apr. 30, 2022 | |
Business Segment And Geographic Information [Abstract] | |
Schedule of net long lived assets and total assets | United States Foreign Total (in thousands) Long-lived assets, net: April 30, 2022 $ 7,995 $ 15,709 $ 23,704 July 31, 2021 $ 1,900 $ 399 $ 2,299 Total assets: April 30, 2022 $ 25,960 $ 29,707 $ 55,667 July 31, 2021 $ 32,745 $ 4,732 $ 37,477 |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Details) - USD ($) | Jun. 07, 2022 | Apr. 01, 2022 | Apr. 30, 2022 | Apr. 30, 2021 | Apr. 30, 2022 | Apr. 30, 2021 | Jul. 31, 2021 | Aug. 01, 2020 |
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||
Legal services | $ 12,000 | |||||||
Minimum [Member] | ||||||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||
Increase decrease in retainer amount | $ 3,750 | |||||||
Maximum [Member] | ||||||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||
Increase decrease in retainer amount | $ 5,000 | |||||||
Subsequent Event [Member] | ||||||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||
Advisory fee | $ 65,000 | |||||||
IDT [Member] | ||||||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||
Legal services | $ 29,600 | $ 25,900 | 91,600 | $ 98,400 | ||||
Consulting services | 35,100 | 33,900 | 140,000 | 119,500 | ||||
Owed amount | 5,000 | 5,000 | $ 6,000 | |||||
Activist Artists Management, LLC [Member] | ||||||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||
Company for management | 11,000 | 11,000 | 38,000 | $ 38,000 | ||||
Commissions | $ 3,750 | |||||||
Braze Inc. [Member] | ||||||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||
Company for management | $ 0 | $ 0 | $ 30,000 |
Revenue (Details)
Revenue (Details) - USD ($) | Apr. 01, 2022 | Jul. 31, 2021 | Apr. 30, 2022 | Apr. 30, 2022 | Jul. 31, 2021 |
Revenue (Details) [Line Items] | |||||
Revenue from emojipedia | $ 232,000 | $ 823,000 | |||
Revenue from gurushots | $ 294,000 | $ 294,000 | |||
Integration bonus | $ 2,000,000 | ||||
Unsatisfied performance obligations, description | The Company records deferred revenues related to the unsatisfied performance obligations with respect to subscription revenue. As of April 30, 2022, the Company’s deferred revenue balance related to paid subscriptions was approximately $1.5 million, representing approximately 713,000 active subscribers including those under the account hold designation implemented by Google Play on November 1, 2020. Account hold is a subscription state that begins when a user's form of payment fails and the three-day grace period has ended without payment resolution. The account hold period lasts for up to 30 days. As of July 31, 2021, the Company’s deferred revenue balance related to paid subscriptions was approximately $1.6 million, representing approximately 752,000 active subscribers. | ||||
Deferred revenue recognized | $ 1,500,000 | ||||
Credits, description | The Company also records deferred revenues when users purchase or earn Zedge Credits. Unused Zedge Credits represent the value of the Company’s unsatisfied performance obligation to its users. Revenue is recognized when Zedge App users use Zedge Credits to acquire Zedge Premium content or upon expiration of the Zedge Credits upon 180 days of account inactivity. | ||||
Deferred revenue balance | $ 218,000 | $ 281,000 | |||
Zedge Premium [Member] | |||||
Revenue (Details) [Line Items] | |||||
Deferred revenues decreased | $ 3,700,000 | ||||
Zedge Premium [Member] | Minimum [Member] | |||||
Revenue (Details) [Line Items] | |||||
Deferred revenues decreased | 1,900,000 | ||||
Zedge Premium [Member] | Maximum [Member] | |||||
Revenue (Details) [Line Items] | |||||
Deferred revenues decreased | $ 1,800,000 |
Revenue (Details) - Schedule of
Revenue (Details) - Schedule of revenue by type of monetization mechanisms - Disaggregation of Revenue [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Apr. 30, 2022 | Apr. 30, 2021 | Apr. 30, 2022 | Apr. 30, 2021 | |
Revenue (Details) - Schedule of revenue by type of monetization mechanisms [Line Items] | ||||
Total Revenues | $ 6,230 | $ 5,252 | $ 19,173 | $ 14,328 |
Advertising revenue [Member] | ||||
Revenue (Details) - Schedule of revenue by type of monetization mechanisms [Line Items] | ||||
Total Revenues | 4,526 | 4,227 | 14,532 | 11,612 |
Paid subscription revenue [Member] | ||||
Revenue (Details) - Schedule of revenue by type of monetization mechanisms [Line Items] | ||||
Total Revenues | 910 | 899 | 2,823 | 2,358 |
Other revenues [Member] | ||||
Revenue (Details) - Schedule of revenue by type of monetization mechanisms [Line Items] | ||||
Total Revenues | $ 794 | $ 126 | $ 1,818 | $ 358 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Schedule of balance of assets and liabilities measured at fair value on a recurring basis - USD ($) $ in Thousands | Apr. 30, 2022 | Jul. 31, 2021 | |
Assets: | |||
Foreign exchange forward contracts | |||
Current portion of contingent consideration payable | 3,396 | ||
Contingent consideration payable | 2,508 | ||
Foreign exchange forward contracts | 167 | 54 | |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | |||
Assets: | |||
Foreign exchange forward contracts | [1] | ||
Foreign exchange forward contracts | [1] | ||
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | |||
Assets: | |||
Foreign exchange forward contracts | [2] | ||
Foreign exchange forward contracts | [2] | 167 | 54 |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Assets: | |||
Foreign exchange forward contracts | [3] | ||
Current portion of contingent consideration payable | 3,396 | ||
Contingent consideration payable | 2,508 | ||
Foreign exchange forward contracts | [3] | ||
[1] | quoted prices in active markets for identical assets or liabilities | ||
[2] | observable inputs other than quoted prices in active markets for identical assets and liabilities | ||
[3] | no observable pricing inputs in the market |
Derivative Instruments (Details
Derivative Instruments (Details) - Schedule of outstanding contracts - 9 months ended Apr. 30, 2022 € in Thousands, kr in Thousands, $ in Thousands | USD ($) | NOK (kr) | EUR (€) |
Derivative Instruments (Details) - Schedule of outstanding contracts [Line Items] | |||
Amount | $ 1,575,000 | kr 13,971,444 | € 1,404,459 |
Jun-22 [Member] | |||
Derivative Instruments (Details) - Schedule of outstanding contracts [Line Items] | |||
Amount | 225,000 | 203,381 | |
Jul-22 [Member] | |||
Derivative Instruments (Details) - Schedule of outstanding contracts [Line Items] | |||
Amount | 225,000 | 203,105 | |
Aug-22 [Member] | |||
Derivative Instruments (Details) - Schedule of outstanding contracts [Line Items] | |||
Amount | 225,000 | 202,812 | |
Sep-22 [Member] | |||
Derivative Instruments (Details) - Schedule of outstanding contracts [Line Items] | |||
Amount | 225,000 | 202,484 | |
Oct-22 [Member] | |||
Derivative Instruments (Details) - Schedule of outstanding contracts [Line Items] | |||
Amount | 225,000 | 202,156 | |
Nov-22 [Member] | |||
Derivative Instruments (Details) - Schedule of outstanding contracts [Line Items] | |||
Amount | 225,000 | 201,848 | |
May-22 [Member] | |||
Derivative Instruments (Details) - Schedule of outstanding contracts [Line Items] | |||
Amount | 225,000 | € 188,673 | |
Western Alliance Bank [Member] | May-22 [Member] | |||
Derivative Instruments (Details) - Schedule of outstanding contracts [Line Items] | |||
Amount | 225,000 | 1,970,619 | |
Western Alliance Bank [Member] | Jun-22 [Member] | |||
Derivative Instruments (Details) - Schedule of outstanding contracts [Line Items] | |||
Amount | 225,000 | 1,999,125 | |
Western Alliance Bank [Member] | Jul-22 [Member] | |||
Derivative Instruments (Details) - Schedule of outstanding contracts [Line Items] | |||
Amount | 225,000 | 1,999,800 | |
Western Alliance Bank [Member] | Aug-22 [Member] | |||
Derivative Instruments (Details) - Schedule of outstanding contracts [Line Items] | |||
Amount | 225,000 | 2,000,025 | |
Western Alliance Bank [Member] | Sep-22 [Member] | |||
Derivative Instruments (Details) - Schedule of outstanding contracts [Line Items] | |||
Amount | 225,000 | 2,000,250 | |
Western Alliance Bank [Member] | Oct-22 [Member] | |||
Derivative Instruments (Details) - Schedule of outstanding contracts [Line Items] | |||
Amount | 225,000 | 2,000,700 | |
Western Alliance Bank [Member] | Nov-22 [Member] | |||
Derivative Instruments (Details) - Schedule of outstanding contracts [Line Items] | |||
Amount | $ 225,000 | kr 2,000,925 |
Derivative Instruments (Detai_2
Derivative Instruments (Details) - Schedule of fair value of outstanding derivative instruments - USD ($) $ in Thousands | 9 Months Ended | |
Apr. 30, 2022 | Jul. 31, 2021 | |
Schedule of fair value of outstanding derivative instruments [Abstract] | ||
Balance Sheet Location | Accrued expenses and other current liabilities | |
Foreign exchange forward contracts | $ 167 | $ 54 |
Derivative Instruments (Detai_3
Derivative Instruments (Details) - Schedule of derivative instruments on consolidated statements of comprehensive income - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Apr. 30, 2022 | Apr. 30, 2021 | Apr. 30, 2022 | Apr. 30, 2021 | |
Schedule of derivative instruments on consolidated statements of comprehensive income [Abstract] | ||||
Location of Gain (Loss) Recognized on Derivatives | Net (loss) gain resulting from foreign exchange transactions | |||
Foreign exchange forward contracts | $ (154) | $ 16 | $ (271) | $ 67 |
Business Combination and Asse_3
Business Combination and Assets Acquisition (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |
Apr. 30, 2022 | Apr. 30, 2022 | Apr. 12, 2022 | |
Business Combination and Assets Acquisition (Details) [Line Items] | |||
Preliminary purchase price | $ 5,900,000 | $ 5,900,000 | |
GuruShots Acquisition [Member] | |||
Business Combination and Assets Acquisition (Details) [Line Items] | |||
Outstanding equity securities percentage | 100.00% | ||
Purchase price for the equity securities | 18,000,000 | $ 18,000,000 | |
Business combination and assets acquisition description | In addition, the Company has committed to a retention pool of $4 million in cash and issued 626,242 shares of the Company Class B common stock with a fair value of $4 million or $6.39 per share (based on the volume weighted average closing prices of the Class B common stock on the NYSE American Exchange for the thirty trading days ended April 12, 2022) for GuruShots’ founders and employees that will be payable or vest, as applicable, over three years from closing based on the beneficiaries thereof remaining employed by the Company or a subsidiary. | ||
Cash consideration paid includes deposited | $ 2,700,000 | ||
Maximum earnout amount | $ 16,800,000 | ||
Compensation expenses description | The Company issued 626,242 shares of the Company’s Class B common on the closing date to the founders and employees as a retention bonus pool. These shares will vest, in equal tranches, over three years assuming that the recipients remain employed by the Company or a subsidiary through the vesting dates. The $4 million fair value of these unvested restricted stock is not included as purchase consideration above, as it has a post-combination service requirement and will be accounted for separately from the business combination as stock compensation expense. Additionally, the founders and employees are also entitled to receive $4 million retention cash bonus over three years. | ||
Recognition of goodwill | $ 8,900,000 | ||
Transaction costs | 700,000 | $ 900,000 | |
Operating results description | GuruShots’ operating results are consolidated with our operating results beginning on April 13, 2022. Therefore, our consolidated results of operations for the three and nine months ended April 30, 2022 may not be comparable to the same period in 2021. GuruShots’ results of operations included in our consolidated results of operations for the three and nine months ended April 30, 2022 include revenues of $0.3 million and a net loss of $0.2 million. | ||
GuruShots Acquisition [Member] | Maximum [Member] | |||
Business Combination and Assets Acquisition (Details) [Line Items] | |||
Purchase price for the equity securities | $ 8,400,000 | $ 8,400,000 | |
GuruShots Acquisition [Member] | Business Combination [Member] | |||
Business Combination and Assets Acquisition (Details) [Line Items] | |||
Acquisition-related costs | $ 860,000 | ||
Emojipedia Acquisition [Member] | |||
Business Combination and Assets Acquisition (Details) [Line Items] | |||
Purchase agreement description | Pursuant to an Asset Purchase Agreement, on August 1, 2021 (“Closing”), the Company consummated the acquisition of substantially all of the assets of Emojipedia Pty Ltd, a proprietary company organized under the laws of Australia. The total purchase price of the assets has been determined to be $6.7 million of which $4.8 million was paid on August 2, 2021 and $917,000 was paid on February 1, 2022, with the remaining $962,000 to be paid out on the twelve-month anniversary of the Closing. The final purchase price of $6.7 million was $194,000 lower than initially estimated. |
Business Combination and Asse_4
Business Combination and Assets Acquisition (Details) - Schedule of allocation of the purchase price $ in Thousands | 9 Months Ended |
Apr. 30, 2022USD ($) | |
Purchase price consideration: | |
Cash consideration paid at close | $ 15,242 |
Cash contributed to escrow accounts at close | 2,700 |
Cash deducted from purchase price and contributed to GuruShots' working capital | 58 |
Fair value of contingent consideration to be achieved at year 1 | 3,396 |
Fair value of contingent consideration to be achieved at year 2 | 2,508 |
Fair value of total consideration transferred | 23,904 |
Total purchase price, net of cash acquired | 23,384 |
Fair value allocation of purchase price: | |
Cash and cash equivalents | 520 |
Accounts receivable | 282 |
Prepaid and other assets | 145 |
Property and equipment, net | 17 |
Other assets (including ROU) | 151 |
Accounts payable and accrued expenses | (1,351) |
Operating lease liabilities, current | (53) |
Operating lease liabilities, noncurrent | (34) |
Acquired intangible assets | 15,320 |
Goodwill | 8,907 |
Total purchase price | $ 23,904 |
Business Combination and Asse_5
Business Combination and Assets Acquisition (Details) - Schedule of intangible assets $ in Thousands | 9 Months Ended |
Apr. 30, 2022USD ($) | |
Identified intangible assets: | |
Asset Value | $ 15,320 |
Trade names [Member] | |
Identified intangible assets: | |
Asset Value | $ 3,570 |
Useful Life | 12 years |
Acquired developed technology [Member] | |
Identified intangible assets: | |
Asset Value | $ 3,950 |
Useful Life | 5 years |
Customer relationships [Member] | |
Identified intangible assets: | |
Asset Value | $ 7,800 |
Useful Life | 10 years |
Business Combination and Asse_6
Business Combination and Assets Acquisition (Details) - Schedule of pro forma consolidated financial information - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Apr. 30, 2022 | Apr. 30, 2021 | Apr. 30, 2022 | Apr. 30, 2021 | ||
Schedule of pro forma consolidated financial information [Abstract] | |||||
Revenue | [1] | $ 7,625 | $ 7,522 | $ 24,134 | $ 21,002 |
Net income | [1] | $ 571 | $ 1,625 | $ 2,580 | $ 2,240 |
[1] | The fiscal year end of Zedge is July 31 and the fiscal year end of GuruShots is December 31. The pro forma financial information above has been prepared utilizing the three and nine months ended April 30th for Zedge and March 31st for GuruShots. |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill (Details) - Schedule of intangible assets $ in Thousands | 9 Months Ended |
Apr. 30, 2022USD ($) | |
Gross Carrying Value [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Balance | |
Websites and other internet domains acquired | 6,711 |
Acquired developed technology | 3,950 |
Customer relationships | 7,800 |
Trademarks and trade names | 3,570 |
Balance | 22,031 |
Accumulated Amortization [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Balance | |
Websites and other internet domains acquired | 335 |
Acquired developed technology | 40 |
Customer relationships | 39 |
Trademarks and trade names | 15 |
Balance | 429 |
Net Carrying Value [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Balance | |
Websites and other internet domains acquired | 6,376 |
Acquired developed technology | 3,910 |
Customer relationships | 7,761 |
Trademarks and trade names | 3,555 |
Balance | $ 21,602 |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill (Details) - Schedule of estimated future amortization expense $ in Thousands | Apr. 30, 2022USD ($) |
Schedule of estimated future amortization expense [Abstract] | |
Remainder of fiscal 2022 | $ 579 |
Fiscal 2023 | 2,315 |
Fiscal 2024 | 2,315 |
Fiscal 2025 | 2,315 |
Fiscal 2026 | 2,315 |
Thereafter | 11,763 |
Total | $ 21,602 |
Intangible Assets and Goodwil_4
Intangible Assets and Goodwill (Details) - Schedule of carrying amount of goodwill $ in Thousands | 9 Months Ended |
Apr. 30, 2022USD ($) | |
Schedule of carrying amount of goodwill [Abstract] | |
Balance | $ 2,262 |
GuruShots acquisition | 8,907 |
Foreign currency translation adjustments | (138) |
Balance | $ 11,031 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - Schedule of accrued expenses and other current liabilities - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Apr. 30, 2022 | Jul. 31, 2021 | |
Schedule of accrued expenses and other current liabilities [Abstract] | ||
Accrued vacation | $ 663 | $ 424 |
Accrued income taxes payable | 1,711 | 264 |
Accrued payroll taxes | 304 | 291 |
Accrued payroll and bonuses | 638 | 374 |
Accrued business combination expenses | 340 | |
Operating lease liability | 142 | 86 |
Derivative liability | 167 | 54 |
Due to artists | 327 | 246 |
Other | 130 | 32 |
Total accrued expenses and other current liabilities | $ 4,422 | $ 1,771 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - USD ($) | Nov. 10, 2021 | Sep. 07, 2021 | Mar. 23, 2022 | Apr. 30, 2022 |
Stock-Based Compensation (Details) [Line Items] | ||||
Employees and consultants share | 291,320 | |||
Generally options years | 4 years | |||
Service and market conditions per shares (in Dollars per share) | $ 7.19 | |||
Total grant date fair value (in Dollars) | $ 1,500,000 | |||
Service condition grant date fair value (in Dollars) | $ 1.3 | |||
Grant date fair value percentage | 30.00% | |||
Market-based condition amount (in Dollars) | $ 1 | |||
unrecognized stock-based compensation expense (in Dollars) | 661,000 | |||
Unvested stock options (in Dollars) | 1,900,000 | |||
Unvested restricted stock (in Dollars) | 4,100,000 | |||
Portion of retention bonus amount (in Dollars) | $ 4,000,000 | |||
Class B Common Stock [Member] | ||||
Stock-Based Compensation (Details) [Line Items] | ||||
Shares available for grant | 685,000 | 492,000 | ||
Aggregate shares | 2,531,000 | 204,000 | ||
Including shares | 685,000 | |||
Restricted stock units years | 3 years | |||
2016 Incentive Plan [Member] | Class B Common Stock [Member] | ||||
Stock-Based Compensation (Details) [Line Items] | ||||
Shares available for grant | 325,000 | |||
2016 Incentive Plan [Member] | Class B Common Stock [Member] | ||||
Stock-Based Compensation (Details) [Line Items] | ||||
Aggregate of shares | 1,846,000 | |||
Deferred Stock Units [Member] | ||||
Stock-Based Compensation (Details) [Line Items] | ||||
Vesting percentage, description | Each DSU represents the right to receive one share of the Company’s Class B common stock.30% of the DSU’s (or 87,396) have service vesting conditions only, with a vesting schedule of 25% on September 7, 2022, 33% on September 7, 2023, and remaining on September 7, 2024. Vesting of the remaining 70% of the DSUs (or 203,924) is subject to continued service as well as a market condition. These DSUs will vest if the grantee remains in service to the Company and only if the aggregate market capitalization of the Company’s equity securities has reached or exceeded $451 million for five consecutive trading days between the grant date and the vest date. Subject to satisfaction of both of those conditions, these DSU’s with both service and market conditions have a vesting schedule of 25% September 7, 2022, up to 58% (the 25% eligible to vest in 2022 and an additional 33%) on September 7, 2023, and up to 100% on September 7, 2024. In the event the market capitalization condition has not been met prior to a vesting date, but is met by a subsequent vesting date, all DSUs with a market condition eligible for vesting prior to that date shall vest. In the event that the market capitalization condition has not been met by September 7, 2024, the DSUs with a market condition shall expire. |
Stock-Based Compensation (Det_2
Stock-Based Compensation (Details) - Schedule of operations and comprehensive income - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Apr. 30, 2022 | Apr. 30, 2021 | Apr. 30, 2022 | Apr. 30, 2021 | |
Schedule of operations and comprehensive income [Abstract] | ||||
Selling, general and administrative | $ 483 | $ 98 | $ 1,291 | $ 488 |
Stock-Based Compensation (Det_3
Stock-Based Compensation (Details) - Schedule of Black-Scholes option pricing model based on weighted-average assumptions - $ / shares | 9 Months Ended | |
Apr. 30, 2022 | Apr. 30, 2021 | |
Schedule of Black-Scholes option pricing model based on weighted-average assumptions [Abstract] | ||
Expected term | 6 years | 6 years |
Volatility | 92.40% | 92.40% |
Risk free interest rate | 1.50% | 0.60% |
Dividends | ||
Weighted average grant date fair value (in Dollars per share) | $ 7.76 | $ 3.26 |
Stock-Based Compensation (Det_4
Stock-Based Compensation (Details) - Schedule of stock option | 9 Months Ended |
Apr. 30, 2022$ / sharesshares | |
Schedule of stock option [Abstract] | |
Number of options, Beginning balance | shares | 843,000 |
Weighted- Average Exercise Price , Beginning balance | $ / shares | $ 2.72 |
Number of Options , Granted | shares | 42,000 |
Weighted- Average Exercise Price , Granted | $ / shares | $ 10.29 |
Number of Options , Exercised | shares | (4,000) |
Weighted- Average Exercise Price , Exercised | $ / shares | $ 1.87 |
Number of Options , Cancelled / forfeited | shares | (27,000) |
Weighted- Average Exercise Price , Cancelled / forfeited | $ / shares | $ 12.28 |
Number of Options , Ending balance | shares | 854,000 |
Weighted- Average Exercise Price , Ending balance | $ / shares | $ 2.79 |
Number of Options , Exercisable | shares | 645,000 |
Weighted- Average Exercise Price , Exercisable | $ / shares | $ 2.09 |
Stock-Based Compensation (Det_5
Stock-Based Compensation (Details) - Schedule of restricted shares non-vested deferred stock units | 9 Months Ended |
Apr. 30, 2022$ / sharesshares | |
Schedule of restricted shares non-vested deferred stock units [Abstract] | |
Number of Shares , Non-vested stock award Beginning | shares | 127,300 |
Weighted Average Grant Date Fair Value , Non-vested stock award Beginning | $ / shares | $ 3.27 |
Number of Shares , Granted | shares | 626,242 |
Weighted Average Grant Date Fair Value , Granted | $ / shares | $ 6.39 |
Number of Shares , Vested | shares | (65,101) |
Weighted Average Grant Date Fair Value , Vested | $ / shares | $ 2.8 |
Number of Shares , Forfeited | shares | |
Weighted Average Grant Date Fair Value , Forfeited | $ / shares | |
Number of Shares , Non-vested stock award Ending | shares | 688,441 |
Weighted Average Grant Date Fair Value , Non-vested stock award Ending | $ / shares | $ 6.15 |
Stock-Based Compensation (Det_6
Stock-Based Compensation (Details) - Schedule of restricted shares non-vested deferred stock units - Restricted Stock [Member] | 9 Months Ended | |
Apr. 30, 2022$ / sharesshares | ||
Stock-Based Compensation (Details) - Schedule of restricted shares non-vested deferred stock units [Line Items] | ||
Number of Shares, Non-vested beginning balance | shares | 37,500 | |
Weighted Average Grant Date Fair Value, Non-vested beginning balance | $ / shares | $ 1.54 | |
Number of Shares, Granted | shares | 291,320 | [1] |
Weighted Average Grant Date Fair Value, Granted | $ / shares | $ 9.6 | [1] |
Number of Shares, Vested | shares | (12,500) | |
Weighted Average Grant Date Fair Value, Vested | $ / shares | $ 1.54 | |
Number of Shares, Forfeited | shares | (18,720) | |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | $ 7.88 | |
Number of Shares, Non-vested ending balance | shares | 297,600 | |
Weighted Average Grant Date Fair Value, Non-vested ending balance | $ / shares | $ 9.03 | |
[1] | Includes 203,924 DSUs (or 70% of total awards) of which vesting are subject to both service and market condition. |
Earnings Per Share (Details) -
Earnings Per Share (Details) - Schedule of weighted-average number of shares used in the calculation of basic and diluted earnings per share - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Apr. 30, 2022 | Apr. 30, 2021 | Apr. 30, 2022 | Apr. 30, 2021 | |
Earnings Per Share (Details) - Schedule of weighted-average number of shares used in the calculation of basic and diluted earnings per share [Line Items] | ||||
Basic weighted-average number of shares | 14,307 | 13,676 | 14,295 | 12,531 |
Effect of dilutive securities: | ||||
Diluted weighted-average number of shares | 14,859 | 14,570 | 14,974 | 13,323 |
Stock options [Member] | ||||
Effect of dilutive securities: | ||||
Diluted weighted-average number of shares | 505 | 762 | 598 | 715 |
Non-vested restricted Class B common stock [Member] | ||||
Effect of dilutive securities: | ||||
Diluted weighted-average number of shares | 30 | 98 | 63 | 48 |
Deferred stock units [Member] | ||||
Effect of dilutive securities: | ||||
Diluted weighted-average number of shares | 17 | 34 | 18 | 29 |
Earnings Per Share (Details) _2
Earnings Per Share (Details) - Schedule of dilutive earnings per share computations - shares | 3 Months Ended | 9 Months Ended | ||
Apr. 30, 2022 | Apr. 30, 2021 | Apr. 30, 2022 | Apr. 30, 2021 | |
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Shares excluded from the calculation of diluted earnings per share | 372,000 | 24,000 | 297,000 | 25,000 |
Stock options [Member] | ||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Shares excluded from the calculation of diluted earnings per share | 95,000 | 24,000 | 59,000 | 25,000 |
Non-vested restricted Class B common stock [Member] | ||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Shares excluded from the calculation of diluted earnings per share | ||||
Deferred stock units [Member] | ||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Shares excluded from the calculation of diluted earnings per share | 277,000 | 238,000 |
Revolving Credit Facility (Deta
Revolving Credit Facility (Details) - USD ($) | 1 Months Ended | 9 Months Ended | |
Nov. 16, 2016 | Sep. 27, 2016 | Apr. 30, 2022 | |
Revolving Credit Facility (Details) [Line Items] | |||
Loan and security agreement with Western Alliance Bank for revolving credit facility | $ 2,500,000 | ||
Line of credit facility annual fee | $ 10,000 | ||
Foreign exchange, description | In December 2016, the applicable foreign exchange reserve percentage was changed so that the reduction of available borrowing for major currency forward contracts of less than six months tenor is set at 10% of the nominal amount of the foreign exchange contracts, and for contracts over six months tenor, 12.5% of the nominal amount of the foreign exchange contracts. At April 30, 2022, there were $3.2 million of outstanding foreign exchange contracts with the majority being less than six months tenor under the credit facility, which reduced the available borrowing under the revolving credit facility by $326,000. | ||
Revolving Credit Facility [Member] | |||
Revolving Credit Facility (Details) [Line Items] | |||
Line of credit facility, borrowing capacity, description | At the Company’s request in September 2020, advances under this facility have been reduced to the lesser of $2.0 million or 80% of the Company’s eligible accounts receivable, subject to certain concentration limits. | ||
Interest rate, description | the outstanding principal amount bears interest per annum at the greater of 3.5% or the prime rate plus 1.25%. Previously the interest rate was capped at 5.0%. Interest is payable monthly and all outstanding principal and any accrued and unpaid interest is due on the maturity date of September 26, 2022. | ||
Foreign Exchange Contract [Member] | |||
Revolving Credit Facility (Details) [Line Items] | |||
Line of credit facility, borrowing capacity, description | the Company entered into a Foreign Exchange Agreement with Western Alliance Bank to allow the Company to enter into foreign exchange contracts not to exceed $5.0 million in the aggregate at any point in time under its revolving credit facility. This limit was raised to approximately $6.5 million pursuant to the Loan and Security Modification Agreement dated May 30, 2018. The available borrowing under the revolving credit facility is reduced by an applicable foreign exchange reserve percentage as determined by Western Alliance Bank, in its reasonable discretion from time to time, which was initially set at 10% of the nominal amount of the foreign exchange contracts in effect at the relevant time. |
Business Segment and Geograph_3
Business Segment and Geographic Information (Details) - Schedule of net long lived assets and total assets - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Apr. 30, 2022 | Jul. 31, 2021 | |
Long-lived assets, net: | ||
United States | $ 7,995 | $ 1,900 |
Foreign | 15,709 | 399 |
Total | 23,704 | 2,299 |
Total assets: | ||
United States | 25,960 | 32,745 |
Foreign | 29,707 | 4,732 |
Total | $ 55,667 | $ 37,477 |
Operating Leases (Details)
Operating Leases (Details) - USD ($) | Apr. 30, 2022 | Jul. 31, 2021 |
Leases [Abstract] | ||
Other assets | $ 164,000 | $ 243,000 |
Right-of-use assets | 86,000 | |
Lease liabilities | $ 86,000 |
Provision for Income Taxes (Det
Provision for Income Taxes (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Apr. 30, 2022 | Jul. 31, 2022 | |
Provision for Income Taxes (Details) [Line Items] | ||
Effective tax rate | 24.40% | |
Deferred tax assets (in Dollars) | $ 560,000 | |
Forecast [Member] | ||
Provision for Income Taxes (Details) [Line Items] | ||
Effective tax rate | 25.70% | |
Federal statutory tax rate | 21.00% |
Loans Payable (Details)
Loans Payable (Details) | Aug. 01, 2020USD ($) |
Loans Payable [Abstract] | |
Insurance coverage | $ 181,462 |
Installment fee | $ 20,491 |
Annual percentage interest rate | 3.89% |
Sales of Class B Common Stock (
Sales of Class B Common Stock (Details) - USD ($) | 1 Months Ended | 9 Months Ended |
Mar. 16, 2021 | Apr. 30, 2022 | |
Sales Agent [Member] | ||
Sales of Class B Common Stock (Details) [Line Items] | ||
Sale of stock, description | On November 30, 2020, the Company engaged National Securities Corp. and H.C. Wainwright & Co, LLC (the “Sales Agents”) to act as the Company’s exclusive co-Sales Agents in connection with the Company’s “at-the-market” offering of shares of the Company’s Class B common stock up to $5 million. The Company filed a Prospectus Supplement (supplementing the Prospectus included in the Form S-3) on December 9, 2020 and contemporaneously entered into an At The Market Offering Agreement with the Sales Agents (the “ATM Sales Agreement”), pursuant to which the Company sold 761,906 shares at an average price of $6.5625 per share for total proceeds of $5 million as of January 28, 2021. In connection with this offering, the Company incurred a total issuance cost of $215,000. The Company intends to use the net proceeds from this offering for working capital and other general corporate purposes. | |
Class B Common Stock [Member] | ||
Sales of Class B Common Stock (Details) [Line Items] | ||
Gross proceeds | $ 20,000,000 | |
Gross aggregate sale price | $ 10,000,000 | |
Issuance costs | 350,000 | |
ATM Sales Agreement [Member] | Class B Common Stock [Member] | ||
Sales of Class B Common Stock (Details) [Line Items] | ||
Gross proceeds | $ 10,000,000 | |
Shares issued (in Shares) | 663,686 | |
Average price per share (in Dollars per share) | $ 15.0674 |
Subsequent Event (Details)
Subsequent Event (Details) - USD ($) | Jun. 07, 2022 | Apr. 01, 2022 |
Subsequent Event [Member] | ||
Subsequent Event (Details) [Line Items] | ||
Advisory fee | $ 65,000 | |
Minimum [Member] | ||
Subsequent Event (Details) [Line Items] | ||
Increase decrease in retainer amount | $ 3,750 | |
Maximum [Member] | ||
Subsequent Event (Details) [Line Items] | ||
Increase decrease in retainer amount | $ 5,000 |