Zedge, Inc. 10-K

Item 9A. Controls and Procedures. Evaluation of Disclosure Controls and Procedures Our Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended), as of the end of the period covered by this Annual Report on Form 10-K. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of July 31, 2021 other than the restatement as disclosed below. Consideration of Restatement In light of the restatement discussed in Note 1 to the consolidated financial statements included in Item 1 to Part I of the Quarterly Report on Form 10-Q/A filed on November 5, 2021, our principal executive and principal financial officers reevaluated the effectiveness of our disclosure controls and procedures as of July 31, 2021, including whether the error identified was the result of a material weakness in our internal control over financial reporting. As part of this assessment, we reconsidered whether our existing disclosure controls and procedures over the evaluation of the valuation allowance against deferred tax assets, which has been outsourced to an outside accounting firm since fiscal 2018, were operating effectively. Based on this assessment, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures related to the valuation allowance were not effective as of July 31, 2021. We are considering remedial actions and expect to implement them in the near future. 39 Report of Management on Internal Control over Financial Reporting We, the management of Zedge, Inc. and subsidiaries (the “Company”), are responsible for establishing and maintaining adequate internal control over financial reporting of the Company. The Company’s internal control over financial reporting is defined in Rule 13a-15(f) and 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers and effected by the Company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with generally accepted accounting principles in the United States and includes those policies and procedures that: 1. Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of assets of the Company; 2. Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and 3. Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements. Management has assessed the effectiveness of the Company’s internal control over financial reporting as of July 31, 2021. In making this assessment, the Company’s management used the criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our internal control over financial reporting, as prescribed above, as of July 31, 2021. Based on our evaluation, our principal executive officer and principal financial officer concluded that the Company’s internal control over financial reporting was not effective due to the existence of the material weakness as described below. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. Notwithstanding the material weakness described below, we have performed additional analyses and other procedures to enable management to conclude that our consolidated financial statements included in this Form 10-K fairly present, in all material respects, the Company’s financial condition, results of operations and cash flows for the periods presented. Deficiency in our Internal Control Over Financial Reporting Based on an evaluation of the effectiveness of the design and operation of its controls and procedures conducted by the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, the Company has concluded that, due to the below material weakness in financial reporting, these controls and procedures were not effective as of July 31, 2021. We have identified the following material weakness in our controls: § Management review controls related to the valuation allowance against deferred tax assets were not effective. Remediation The Company’s management plans to take steps to remediate the material weakness identified above and improve internal control over financial reporting. Remediation of these weaknesses had not yet been completed, and therefore these deficiencies continued to exist as of November 5, 2021. Management and our Audit Committee will monitor remedial measures and the effectiveness of our internal controls and procedures. Notwithstanding the material weakness described above, we have performed additional analyses and other procedures to enable management to conclude that our financial statements included in this Form 10-K fairly present, in all material respects, our financial condition and results of operations as of and for the year ended July 31, 2021. This Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting because as a smaller reporting company we are not subject to attestation by our independent registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit us to provide only management’s report in this Annual Report. Changes in Internal Control over Financial Reporting There were no changes in our internal control over financial reporting during the fourth quarter of fiscal 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information. 40 PART III Item 10. Directors and Executive Officers of the Registrant, and Corporate Governance The following is a list of our directors and executive officers along with the specific information required by Rule 14a-3 of the Securities Exchange Act of 1934: Executive Officers Jonathan Reich – Chief Executive Officer and President Yi Tsai – Chief Financial Officer and Treasurer Michael Jonas –Executive Chairman Directors Michael Jonas, Chairman of the Board Howard Jonas, Vice Chairman of the Board Mark Ghermezian Elliot Gibber Paul Packer Gregory Suess The remaining information required by this Item will be contained in our Proxy Statement for our Annual Stockholders Meeting, which will be filed with the Securities and Exchange Commission within 120 days after July 31, 2021, and which is incorporated by reference herein. Corporate Governance We have included as exhibits to this Annual Report on Form 10-K certificates of our Chief Executive Officer and Chief Financial Officer certifying the quality of our public disclosure. We make available free of charge through the investor relations page of our web site ( investor.zedge.net ) our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and all amendments to those reports, and all beneficial ownership reports on Forms 3, 4 and 5 filed by directors, officers and beneficial owners of more than 10% of our equity, as soon as reasonably practicable after such reports are electronically filed with the Securities and Exchange Commission. We have adopted codes of business conduct and ethics for all of our employees, including our principal executive officer, principal financial officer and principal accounting officer. Copies of the codes of business conduct and ethics are available on our web site. Our web site and the information contained therein or incorporated therein are not intended to be incorporated into this Annual Report on Form 10-K or our other filings with the Securities and Exchange Commission. Item 11. Executive Compensation The information required by this Item will be contained in our Proxy Statement for our Annual Stockholders Meeting, which will be filed with the Securities and Exchange Commission within 120 days after July 31, 2021, and which is incorporated by reference herein. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information required by this Item will be contained in our Proxy Statement for our Annual Stockholders Meeting, which will be filed with the Securities and Exchange Commission within 120 days after July 31, 2021, and which is incorporated by reference herein. Item 13. Certain Relationships and Related Transactions, and Director Independence The information required by this Item will be contained in our Proxy Statement for our Annual Stockholders Meeting, which will be filed with the Securities and Exchange Commission within 120 days after July 31, 2021, and which is incorporated by reference herein. Item 14. Principal Accounting Fees and Services The information required by this Item will be contained in our Proxy Statement for our Annual Stockholders Meeting, which will be filed with the Securities and Exchange Commission within 120 days after July 31, 2021, and which is incorporated by reference herein. 41 PART IV Item 15. Exhibits, Financial Statement Schedules. (a) The following documents are filed as part of this Report: 1. Report of Independent Registered Public Accounting Firm on Consolidated Financial Statements Consolidated Financial Statements covered by Report of Independent Registered Public Accounting Firm 2. Financial Statement Schedule. All schedules have been omitted since they are either included in the Notes to Consolidated Financial Statements or not required or not applicable. 3. Exhibits. Exhibit Numbers 10.1, 10.6, 10.7, 10.8 and 10.9 are management contracts or compensatory plans or arrangements. The exhibits listed in paragraph (b) of this item are filed, furnished, or incorporated by reference as part of this Form 10-K. Certain of the agreements filed as exhibits to this Form 10-K contain representations and warranties by the parties to the agreements that have been made solely for the benefit of the parties to the agreement. These representations and warranties: § may have been qualified by disclosures that were made to the other parties in connection with the negotiation of the agreements, which disclosures are not necessarily reflected in the agreements; § may apply standards of materiality that differ from those of a reasonable investor; and § were made only as of specified dates contained in the agreements and are subject to subsequent developments and changed circumstances. Accordingly, these representations and warranties may not describe the actual state of affairs as of the date that these representations and warranties were made or at any other time. Investors should not rely on them as statements of fact. 42 (b) Exhibits. Exhibit Number Description of Exhibits 3.1(1) Third Amended and Restated Certificate of Incorporation of Zedge, Inc. 3.2(2) Second Amended and Restated By-Laws of Zedge, Inc. 4.2(3) Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934. 10.1(4) 2016 Stock Option and Incentive Plan, as Amended and Restated 10.2(1) Transition Services Agreement 10.3(1) Tax Separation Agreement 10.4(5) Google Services Agreement between Zedge, Inc. and Google, Inc., dated June 18, 2014 10.5(6) Marketplace for Premier Publishers Agreement between Zedge, Inc. and MoPub, Inc., dated February 20, 2013 10.6(6) Zedge Holdings, Inc. 2008 Omnibus Stock Incentive Plan, as amended and restated on November 1, 2011 10.7(1) Form of ISO Stock Option Agreement 10.8(1) Form of Nonqualified Stock Option Agreement 10.9(1) Form of Restricted Stock Agreement 10.10(7) At Market Issuance Sales Agreement among Zedge, Inc. and National Securities Corporation and H.C. Wainwright & Co., LLC, dated December 9, 2020. 21.01* Subsidiaries of the Registrant 23.01* Consent of Mayer Hoffman McCann CPAs, The New York Practice of Mayer Hoffman McCann P.C., Independent Registered Public Accounting Firm 31.01* Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.02* Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.01* Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.02* Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 101.INS* XBRL Instance Document. 101.SCH* XBRL Taxonomy Extension Schema Document. 101.CAL* XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF* XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB* XBRL Taxonomy Extension Label Linkbase Document. 101.PRE* XBRL Taxonomy Extension Presentation Linkbase Document. * filed herewith. (1) Incorporated by reference to Form 10-12G/A, filed June 1, 2016. (2) Incorporated by reference to Form 10-K, filed October 28, 2019 (3) Incorporated by reference to Form 10-K/A, filed December 9, 2020. (4) Incorporated by reference to the Schedule 14A, filed November 21, 2019. (5) Incorporated by reference to Form 10-12G/A, filed April 25, 2016. (6) Incorporated by reference to Form 10-12G/A, filed May 20, 2016. (7) Incorporated by reference to Form 8-k, filed December 9, 2020. Item 16. Form 10-K Summary. None. 43 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized. ZEDGE, INC. By: /s/ Jonathan Reich Jonathan Reich Chief Executive Officer Date: November 9, 2021 Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Signature Titles Date /s/ Jonathan Reich Chief Executive Officer November 9, 2021 Jonathan Reich (Principal Executive Officer) /s/ Yi Tsai Chief Financial Officer November 9, 2021 Yi Tsai (Principal Financial Officer and Principal Accounting Officer) /s/ Michael Jonas Director November 9, 2021 Michael Jonas /s/ Howard S. Jonas Director November 9, 2021 Howard S. Jonas /s/ Mark Ghermezian Director November 9, 2021 Mark Ghermezian /s/ Elliot Gibber Director November 9, 2021 Elliot Gibber /s/ Paul Packer Director November 9, 2021 Paul Packer /s/ Gregory Suess Director November 9, 2021 Gregory Suess 44 Zedge, Inc. Index to Consolidated Financial Statements Report of Independent Registered Public Accounting Firm- Mayer Hoffman McCann CPAs, The New York Practice of Mayer Hoffman McCann P.C. F-2 Consolidated Balance Sheets as of July 31, 2021 and 2020 F-3 Consolidated Statements of Comprehensive Income (Loss) for the Years Ended July 31, 2021 and 2020 F-4 Consolidated Statements of Stockholders’ Equity for the Years Ended July 31, 2021 and 2020 F-5 Consolidated Statements of Cash Flows for the Years Ended July 31, 2021 and 2020 F-6 Notes to Consolidated Financial Statements F-7 F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Zedge, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Zedge, Inc. (the “Company”) as of July 31, 2021 and 2020, the related consolidated statements of comprehensive income (loss), stockholders’ equity, and cash flows for the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of July 31, 2021 and 2020, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ Mayer Hoffman McCann CPAs (The New York Practice of Mayer Hoffman McCann P.C.) We have served as the Company’s auditor since 2018. New York, New York November 9, 2021 F- 2 ZEDGE, INC. CONSOLIDATED BALANCE SHEETS (in thousands, except par value) July 31, 2021 2020 Assets Current assets: Cash and cash equivalents $ 24,908 $ 5,111 Trade accounts receivable, net of allowance of $0 at July 31, 2021 and 2020 2,545 1,407 Prepaid expenses 111 123 Other current assets 49 113 Total current assets 27,613 6,754 Property and equipment, net 1,980 2,584 Goodwill 2,262 2,196 Deferred tax assets, net 477 - Other assets 5,145 471 Total assets $ 37,477 $ 12,005 Liabilities and stockholders’ equity Current liabilities: Trade accounts payable $ 585 $ 290 Accrued expenses and other current liabilities 1,771 1,210 Deferred revenues 1,821 1,338 Total current liabilities 4,177 2,838 Loans Payable - 218 Other liabilities 145 64 Total liabilities 4,322 3,120 Commitments and contingencies (Note 9) Stockholders’ equity: Preferred stock, $.01 par value; authorized shares—2,400; no shares issued - - Class A common stock, $.01 par value; authorized shares—2,600; 525 shares issued and outstanding at July 31, 2021 and 2020 5 5 Class B common stock, $.01 par value; authorized shares—40,000; 13,923 shares issued and 13,865 shares outstanding at July 31, 2021, and 11,788 shares issued and 11,749 ouststanding at July 31, 2020 139 118 Additional paid-in capital 41,664 25,725 Accumulated other comprehensive loss (997 ) (1,085 ) Accumulated deficit (7,554 ) (15,802 ) Treasury stock, 58 shares at July 31, 2021 and 40 shares at July 31, 2020, at cost (102 ) (76 ) Total stockholders’ equity 33,155 8,885 Total liabilities and stockholders’ equity $ 37,477 $ 12,005 See accompanying notes to consolidated financial statements. F- 3 ZEDGE, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (in thousands, except per share data) Year ended July 31, 2021 2020 Revenues $ 19,569 $ 9,470 Costs and expenses: Direct cost of revenues (exclusive of amortization of capitalized software and technology development costs included below) 1,194 1,195 Selling, general and administrative 9,311 7,110 Depreciation and amortization 1,261 1,568 Income (loss) from operations 7,803 (403 ) Interest and other income, net 245 11 Net loss resulting from foreign exchange transactions (2 ) (152 ) Income (loss) before income taxes 8,046 (544 ) Provision for (benefit from) income taxes (202 ) 15 Net income (loss) 8,248 (559 ) Other comprehensive income (loss): Changes in foreign currency translation adjustment 88 (100 ) Total other comprehensive income (loss) 88 (100 ) Total comprehensive income (loss) $ 8,336 $ (659 ) Income (loss) per share attributable to Zedge, Inc. common stockholders: Basic $ 0.63 $ (0.05 ) Diluted $ 0.59 $ (0.05 ) Weighted-average number of shares used in calculation of income (loss) per share: Basic 13,156 11,126 Diluted 14,038 11,126 See accompanying notes to consolidated financial statements. F- 4 ZEDGE, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (in thousands) Class A Common Stock Class B Common Stock Additional Paid-in Accumulated Other Comprehensive Accumulated Treasury Total Stockholders’ Shares Amount Shares Amount Capital Loss Deficit Stock Equity Balance - July 31, 2019 525 $ 5 9,876 $ 99 $ 23,131 $ (985 ) $ (15,243 ) $ (47 ) $ 6,960 Net proceeds from sales of Class B Common Stock - - 1,734 17 2,092 - - - 2,109 Exercise of stock options - - 86 1 11 - - - 12 Stock-based compensation - - 66 1 450 - - - 451 Stock issued for matching contributions to the 401(k) Plan 26 - 41 - - - 41 Purchase of treasury stock - - - - - - - (29 ) (29 ) Foreign currency translation adjustment - - - - - (100 ) - - (100 ) Net loss - - - - - - (559 ) - (559 ) Balance - July 31, 2020 525 5 11,788 118 25,725 (1,085 ) (15,802 ) (76 ) 8,885 Net proceeds from sales of Class B Common Stock - - 1,426 14 14,421 - - - 14,435 Exercise of stock options - - 560 6 867 - - - 873 Stock-based compensation - - 142 1 612 - - - 613 Stock issued for matching contributions to the 401(k) Plan - - 7 - 39 - - - 39 Purchase of treasury stock - - - - - - - (26 ) (26 ) Foreign currency translation adjustment - - - - - 88 - - 88 Net income - - - - - - 8,248 - 8,248 Balance - July 31, 2021 525 $ 5 13,923 $ 139 $ 41,664 $ (997 ) $ (7,554 ) $ (102 ) $ 33,155 See accompanying notes to consolidated financial statements. F- 5 ZEDGE, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Year ended July 31, 2021 2020 Operating activities Net income (loss) $ 8,248 $ (559 ) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization 1,261 1,568 Stock-based compensation 652 492 Deferred income taxes (477 ) - PPP loan forgiveness (218 ) - Change in assets and liabilities: Trade accounts receivable (1,138 ) (274 ) Prepaid expenses and other current assets 257 247 Other assets 232 (55 ) Trade accounts payable and accrued expenses 830 (118 ) Deferred revenue 483 821 Net cash provided by operating activities 10,130 2,122 Investing activities Deposit made to escrow account related to the Emojipedia acquisition (4,776 ) - Capitalized software and technology development costs and purchase of equipment (653 ) (759 ) Investment in SAFE (50 ) - Net cash used in investing activities (5,479 ) (759 ) Financing activities Proceeds from sales of Class B Common Stock 15,000 2,250 Payment of issuance costs (565 ) (141 ) Proceeds from PPP loan payable - 218 Repayment of insurance premium loan payable (181 ) (141 ) Proceeds from exercise of stock options 873 12 Purchase of treasury stock in connection with restricted stock vesting (26 ) (29 ) Net cash provided by financing activities 15,101 2,169 Effect of exchange rate changes on cash and cash equivalents 45 (30 ) Net increase in cash and cash equivalents 19,797 3,502 Cash and cash equivalents at beginning of year 5,111 1,609 Cash and cash equivalents at end of year $ 24,908 $ 5,111 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Cash payments made for income taxes $ 1 $ 1 Cash payments made for interest expenses $ 3 $ 3 SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES Note payable issued for insurance premium financing $ 181 $ - See accompanying notes to consolidated financial statements. F- 6 ZEDGE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 1—Description of Business and Summary of Significant Accounting Policies Description of Business Zedge, Inc. (the “Company”) operates a state-of-the-art digital publishing platform that powers Zedge Ringtones and Wallpapers, available in the Google Play store and App Store, which offers an easy, entertaining and immersive way for end-users to engage with our rich and diverse catalogue of wallpapers, video wallpapers, ringtones, notification sounds on Android and wallpapers, video wallpapers, ringtones and custom icon packs on iOS. The Company secures its content from amateur and professional artists, and also from emerging and major brands. Artists have the ability to easily launch a virtual storefront in the Company’s Zedge app where they can market and sell their content to the Company’s user base. That same platform powers an entertainment app called “Shortz – Chat Stories by Zedge”, which is focused on serialized, short-form, fiction stories, as a beta that runs on the Company’s publishing platform. Over the past year, the Company has been expanding its content catalogue, started testing audio versions of a selected number of stories, materially improved its ability to measure all types of engagement within the app, and invested a modest budget in paid user acquisition. In August of 2021, the Company acquired Emojipedia, the leading source of all things emoji. The Company conducts business as a single operating segment. 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 2021 refers to the fiscal year ended July 31, 2021). The Spin-Off 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 company through a pro rata distribution of the Company’s common stock held by IDT to IDT’s stockholders (the “Spin-Off”). COVID-19 Impact on Financial and Operational Results The COVID-19 pandemic has caused, and continues to cause, widespread economic disruption impacting the Company in a number of ways, most notably, with a significant decrease in global advertising spend in the third quarter of fiscal 2020, followed by a rebound in the following five consecutive quarters. The Company expects the extent of the impact on its financial and operational results will continue to depend on the duration and severity of the economic disruption caused by the COVID-19 pandemic, including demand for new phones sales worldwide - a driver of new installs of the Company’s flagship app. As of July 31, 2021, the Company had $24.9 million of cash and cash equivalents, including a net of $14.4 million raised from the previously announced “at-the-market” offering of shares of the Company’s Class B common stock (see Note 18). The Company has developed certain contingency plans to preserve liquidity if such actions become necessary due to worsening economic conditions, including, among others, those related to the COVID-19 pandemic. At the current time, the Company does not believe taking such actions would be prudent nor does it expect to need to take such actions based on its current forecasts. The Company believes that its existing cash and cash equivalents, together with cash generated by operations will be sufficient to meet its working capital and capital expenditure requirements for the foreseeable future when accounting for the ill effects of the COVID-19 pandemic. The Company considered the impacts of the COVID-19 pandemic on its significant estimates and judgments used in applying its accounting policies in fiscal 2021 and 2020. In light of the pandemic, there is a greater degree of uncertainty in applying these judgments and depending on the duration and severity of the pandemic, changes to its estimates and judgments could result in a meaningful impact to its financial statements in future periods. F- 7 Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results may differ from those estimates. Revenue Recognition The Company generates revenue from three sources: (1) Advertising; (2) Paid Subscriptions and (3) Zedge Premium and Others. The substantial majority of the Company’s revenue is generated from selling its advertising inventory (“Advertising Revenue”) to advertising networks, advertising exchanges, and direct arrangements with advertisers. The Company’s monthly and yearly subscriptions allow users to prepay a fixed fee to remove unsolicited advertisements from its Android Zedge app although the Company is working on adding additional capabilities to subscriptions including offering subscriptions to iOS Zedge App users. In Zedge Premium, the Company retains 30% as fee when users purchase licensed content using Zedge Credits or unlock licensed content by watching a video or taking a survey on Zedge Premium. Advertising Revenue : The Company generates the bulk of its revenue from selling its Zedge app’s advertising inventory to advertising networks and advertising exchanges and direct sales to advertisers. § Advertising Networks. An advertising network is a third-party relationship where buyers of advertising inventory go to purchase either specific targeted inventory or a large scale of inventory at a set price. Advertising Networks serve as an indirect source of advertising fill to a variety of branded ad campaigns and performance-based ad campaigns. § Advertising Exchanges. An advertising exchange is similar to an advertising network, except that the exchange typically bids in real-time for inventory. Advertisers may utilize an exchange when looking for scale or specific audiences, and accept that the price will vary based on when and how much volume of inventory they wish to buy. § Direct Sales to Advertisers. In prior periods, we sold, and we currently retain the ability to sell, advertising directly to advertisers through contractual relationships. These relationships historically offered higher than average pricing than realized from sales via advertising networks or advertising exchanges. We had no direct sales of advertising during fiscal 2021 and have no current expectation that this will represent a material portion of our sales in the near term. The Company recognize advertising revenue as advertisements are delivered to users through impressions or ad views (depending on the terms agreed upon with the advertiser). For in-app display ads, in-app offers, engagement advertisements and other advertisements, the Company’s performance obligation is satisfied over the life of the relevant contract (i.e., over time), with revenue being recognized as advertising units are delivered. The advertiser may compensate the Company on a cost-per-impression, cost-per-click, cost-per-action basis. Paid Subscription Revenue : Beginning in January 2019, the Company started offering monthly and yearly paid subscription services sold through Google Play. When a customer subscribes, they execute a clickthrough agreement with Zedge outlining the terms and conditions between Zedge and the subscriber. Google Play processes subscription prepayment on Zedge’s behalf, and retains up to 30% as its fee. Paid subscription revenue is a series type performance obligation and is recognized net of sales tax amounts collected from subscribers. Both monthly and yearly subscriptions are nonrefundable after a period of 7 days. Paid subscriptions are automatically renewed at expiration unless cancelled by subscribers. The enforceable rights in monthly and yearly subscription contracts are the service period. Because of the cancellation clauses for these subscriptions, the duration of these contracts is daily, and revenue for these contracts is recognized on a daily ratable basis. The payment terms for subscriptions sold through Google Play is net 30 days after month-end. F- 8 Zedge Premium : Zedge Premium is the Company’s marketplace where artists and brands can market, distribute and sell their digital content to Zedge’s users. The content owner sets the price and the end user can purchase the content by paying for it with Zedge Credits, the Company’s closed virtual currency. A user can earn Zedge Credits when taking specific actions such as watching rewarded videos or completing electronic surveys. Alternatively, users can buy Zedge Credits with an in-app purchase. If a user purchases Zedge Credits (ranging from 500 credits for $0.99 to 14,000 credits for $19.99), Google Play or iTunes retains 30% of the purchase price as its fee. When a user purchases Zedge Premium content, the artist or brand receives 70% of the actual revenue (“Royalty Payment”) and the Company receives the remaining 30%, which is recognized as revenue. Gross Versus Net Revenue Recognition The Company reports revenue on a gross or net basis based on management’s assessment of whether the Company acts as a principal or agent in the transaction. To the extent the Company acts as the principal, revenue is reported on a gross basis unless the Company is unable to determine the amount on a gross basis, in which case the Company reports revenue on a net basis. The determination of whether the Company act as a principal or an agent in a transaction is based on an evaluation of whether the Company control the good or service prior to transfer to the customer. The Company generally reports its advertising revenue net of amounts due to agencies and brokers because the Company is not the primary obligor in the relevant arrangements, the Company does not finalize the pricing, and the Company does not establish or maintain a direct relationship with the advertiser. Certain advertising arrangements that are directly between the Company and advertisers are recognized on a gross basis equal to the price paid to the Company by the customer since the Company is the primary obligor and the Company determines the price. Any third-party costs related to such direct relationships are recognized as direct cost of revenues. The Company reports subscription revenue gross of the fee retained by Google Play, as the subscriber is the Company’s customer in the contract and the Company controls the service prior to the transfer to the subscriber. Concentration of Credit Risk and Significant Customers Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash, cash equivalents and trade accounts receivable. The Company holds cash and cash equivalents at several major financial institutions, which may exceed FDIC insured limits. Historically, the Company has not experienced any losses due to such concentration of credit risk. The Company’s temporary cash investments policy is to limit the dollar amount of investments with any one financial institution and monitor the credit ratings of those institutions. While the Company may be exposed to credit losses due to the nonperformance of the holders of its deposits, the Company does not expect the settlement of these transactions to have a material effect on its results of operations, cash flows or financial condition. The Company routinely assesses the financial strength of its customers. As a result, the Company believes that its accounts receivable credit risk exposure is limited and has not experienced significant write-downs in its accounts receivable balances. In the fiscal year ended July 31, 2021, three customers represented 30%, 22% and 12% of the Company’s revenue, and in the fiscal year ended July 31, 2020, two customers represented 29% and 26% of the Company’s revenue. At July 31, 2021, two customers represented 37% and 28% of the Company’s accounts receivable balance and at July 31, 2020, two customers represented 35% and 32% of the Company’s accounts receivable balance. All of these significant customers are advertising exchanges operated by leading companies, and the receivables represent many smaller amounts due from advertisers. F- 9 Direct Cost of Revenues Direct cost of revenues for the Company consists of fees paid to third parties that provide the Company with internet hosting, content serving and filtering, and marketing automation services. Such costs are charged to expense as incurred. Long-Lived Assets Property and equipment is recorded at cost and depreciated on a straight-line basis over its estimated useful lives, which range as follows: capitalized software and technology development costs—3 years; and other—5 years. Other is comprised of furniture and fixtures, office equipment, video conference equipment, computer hardware and computer software. The Company tests the recoverability of its long-lived assets with finite useful lives whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. The Company tests for recoverability based on the projected undiscounted cash flows to be derived from such asset. If the projected undiscounted future cash flows are less than the carrying value of the asset, the Company will record an impairment loss, if any, based on the difference between the estimated fair value and the carrying value of the asset. The Company generally measures fair value by considering sale prices for similar assets or by discounting estimated future cash flows from such asset using an appropriate discount rate. Cash flow projections and fair value estimates require significant estimates and assumptions by management. Should the estimates and assumptions prove to be incorrect, the Company may be required to record impairments in future periods and such impairments could be material. Capitalized Software and Technology Development Costs The Company accounts for capitalized software and technology development costs in accordance with Financial Accounting Standards Board (“FASB”) issued Accounting Standards Codification (“ASC”) ASC 350-40. These costs consist of internal development costs on various projects that the Company invested in specific to the various platforms on which the Company operates its service that are capitalized during the application development stage. Capitalized software and technology development costs are included in property and equipment, net and are amortized over the estimated useful life of the software, generally three years. All ordinary maintenance costs are expensed as incurred. Goodwill Goodwill represents the excess of purchase price and related costs over the value assigned to the net tangible and identifiable intangible assets of the business acquired. Under ASC 350, Intangibles-Goodwill and Other , goodwill is not amortized, but instead is tested for impairment annually, or if certain circumstances indicate a possible impairment may exist. The Company determined that it is a single reporting unit for its annual impairment test. The Company performs its annual, or interim, goodwill impairment test by comparing the fair value of its reporting unit with its carrying amount. The Company would recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized would not exceed the total amount of goodwill allocated to that reporting unit. Additionally, the Company considers income tax effects from any tax-deductible goodwill on the carrying amount of its reporting unit when measuring the goodwill impairment loss, if applicable. The Company’s estimated fair value exceeded its carrying value in Step 1 of the Company’s annual impairment tests as of May 1st for the fiscal years ended July 31, 2021 and 2020. The Company concluded that no goodwill impairment existed in the fiscal years ended July 31, 2021 and 2020. The Company uses the market approach for its Step 1 analysis. F- 10 Investments From time to time, when opportunities present themselves, the Company considers strategic investments in privately-held companies. The Company’s investment at July 31, 2021, is a simple agreement for future equity (SAFE) in which the Company receives the right to receive equity at some later date. Investments in SAFE’s are carried at cost due to insufficient observable market inputs to determine fair value. The Company adjusts the carrying value of its investments to fair value upon observable transactions for identical or similar investments of the same issuer or upon impairment (referred to as the measurement alternative). All gains and losses on investments, realized and unrealized, are recognized in interest and other income, net in the consolidated statements of Comprehensive Income (Loss). The Company periodically evaluates the carrying value of the investments, when events and circumstances indicate that the carrying amount of the investment may not be recovered. The Company estimates the fair value of the investment to assess whether impairment losses shall be recorded using Level 3 inputs. This investment includes the Company’s holding that is not exchange traded and therefore not supported with observable market prices; hence, the Company may determine the fair value by reviewing equity valuation reports, current financial results, long-term plans of the private company, the amount of cash that the privately-held company has on-hand, the ability to obtain additional financing and overall market conditions in which the private company operates or based on the price observed from the most recent completed financing. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. Income Taxes The accompanying financial statements include provisions for federal, state and foreign income taxes. The Company recognizes deferred tax assets and liabilities for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. The ultimate realization of deferred tax assets depends on the generation of future taxable income during the period in which related temporary differences become deductible. The Company considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in its assessment of a valuation allowance. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date of such change. The Company uses a two-step approach for recognizing and measuring tax benefits taken or expected to be taken in a tax return. The Company determines whether it is more-likely-than-not that a tax position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. In evaluating whether a tax position has met the more-likely-than-not recognition threshold, the Company presumes that the position will be examined by the appropriate taxing authority that has full knowledge of all relevant information. Tax positions that meet the more-likely-than-not recognition threshold are measured to determine the amount of tax benefit to recognize in the financial statements. The tax position is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. Differences between tax positions taken in a tax return and amounts recognized in the financial statements will generally result in one or more of the following: an increase in a liability for income taxes payable, a reduction of an income tax refund receivable, a reduction in a deferred tax asset, or an increase in a deferred tax liability. The Company classifies interest and penalties on income taxes as a component of income tax expense. F- 11 Contingencies The Company accrues for loss contingencies when both (a) information available prior to issuance of the financial statements indicates that it is probable that a liability had been incurred at the date of the financial statements and (b) the amount of loss can reasonably be estimated. When the Company accrues for loss contingencies and the reasonable estimate of the loss is within a range, the Company records its best estimate within the range. When no amount within the range is a better estimate than any other amount, the Company accrues the minimum amount in the range. The Company discloses an estimated possible loss or a range of loss when it is at least reasonably possible that a loss may have been incurred. 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. 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 and to assume 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: Fiscal Year Ended July 31, (in thousands) 2021 2020 (in thousands) Basic weighted-average number of shares 13,156 11,126 Effect of dilutive securities: Stock options 784 - Non-vested restricted Class B common stock 66 - Deferred stock units 32 - Diluted weighted-average number of shares 14,038 11,126 The following shares were excluded from the diluted earnings per share computation because their inclusion would have been anti-dilutive: Fiscal Year Ended July 31, (in thousands) 2021 2020 Stock options 31 1,227 Non-vested restricted Class B common stock - 105 Deferred stock units - 61 Shares excluded from the calculation of diluted earnings per share 31 1,393 For fiscal 2020, the diluted earnings per share equals basic earnings per share because the Company had a net loss and the impact of the assumed exercise of stock options and vesting of restricted stock and deferred stock units would have been anti-dilutive. Stock-Based Compensation The Company recognizes compensation expense for all of its grants of stock-based awards based on the estimated fair value on the grant date. Compensation cost for awards is recognized using the straight-line method over the vesting period. Stock-based compensation is included in selling, general and administrative expense. F- 12 Fair Value Measurements Fair value of financial and non-financial assets and liabilities is defined as an exit price, which is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The three-tier hierarchy for inputs used to measure fair value, which prioritizes the inputs to valuation techniques used to measure fair value, is as follows: Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 – quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. Level 3 – unobservable inputs based on the Company’s assumptions used to measure assets and liabilities at fair value. A financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. The assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of the assets and liabilities being measured and their placement within the fair value hierarchy. Derivative Instruments – Foreign Exchange Forward Contracts The Company’s earnings and cash flows are subject to fluctuations due to changes in foreign currency exchange rates, primarily the U.S. Dollar – Norwegian Krone (“NOK”) and Euro (“EUR”) exchange rates. The Company’s risk management policy allows for the use of derivative financial instruments to prudently manage foreign currency exchange rate exposure. Foreign currency derivative activities are subject to the management, direction and control of the executive management. Foreign exchange forward contracts are recognized on the consolidated balance sheet at their fair value in “Other current assets” or “Accrued expenses and other current liabilities”, and changes in fair value are recognized in “Net loss resulting from foreign exchange transactions” in the consolidated statements of Comprehensive Income (Loss). Functional Currency The U.S. Dollar is the Company’s functional currency. The functional currencies for the Company’s subsidiaries that operate outside of the United States are NOK for Zedge Europe AS and EUR for Zedge Lithuania UAB which is a wholly-owned subsidiary of Zedge Europe AS, which are the currencies of the primary economic environments in which they primarily expend cash. The Company translates assets and liabilities denominated in foreign currencies to U.S. Dollars at the exchange rate in effect as of the financial statement date, and translates accounts from the statements of Comprehensive Income (Loss) using the weighted average exchange rate for the period. Gains or losses resulting from foreign currency translations are recorded in “Accumulated other Comprehensive Income (Loss)” in the accompanying consolidated balance sheets. Foreign currency transaction gains and losses including gains and losses from currency exchange rate changes related to intercompany receivables and payables are reported in “Net loss resulting from foreign exchange transactions” in the accompanying consolidated statements of Comprehensive Income (Loss). Allowance for Credit Losses The allowance for credit losses reflects the Company’s best estimate of probable losses inherent in the accounts receivable balance. The allowance is determined based on known troubled accounts, historical experience and other currently available evidence. Bad debts are written-off upon final determination that the trade accounts will not be collected. Comprehensive Income (Loss) Comprehensive income (loss) consists of two components, net income (loss) and other comprehensive income (loss). Other comprehensive income (loss) refers to gains and losses that are recorded as an element of stockholders’ equity and are excluded from net income (loss). The Company’s other comprehensive income (loss) and accumulated other Comprehensive Income (Loss) are comprised principally of foreign currency translation adjustments. F- 13 Operating and Finance Leases The Company has operating leases primarily for office space. The determination of whether an arrangement is a lease or contains a lease is made at inception by evaluating whether the arrangement conveys the right to use (“ROU”) an identified asset and whether the Company obtains substantially all of the economic benefits from and has the ability to direct the use of the asset. Operating leases are included in other assets, accrued expenses and other current liabilities, and other liabilities, on the Company’s consolidated balance sheets. The Company does not have any finance leases. Leases with a term greater than one year are recognized on the Consolidated Balance Sheet in the line items cited above. The Company has elected not to recognize leases with terms of one year or less on the Consolidated Balance Sheets. Lease obligations and their corresponding ROU assets are recorded based on the present value of lease payments over the expected lease term. As the interest rate implicit in lease contracts is typically not readily determinable, the Company utilizes the appropriate incremental borrowing rate, which is the rate incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. The lease term may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. The Company has elected to combine lease components (including land, building or other similar items) and non-lease components (including common area maintenance, maintenance, consumables, or other similar items) as a single component and therefore the non-lease components are included the calculation of the present value of lease payments. The lease expense is recognized over the expected term on a straight-line basis. Recently Adopted Accounting Standards In June 2016, FASB issued Accounting Standards Update No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (ASU 2016-13) which changes the impairment model for most financial assets and certain other instruments. For receivables, loans and other instruments, entities will be required to use a new forward-looking “expected loss” model that generally will result in the earlier recognition of allowance for losses. For available-for-sale debt securities with unrealized losses, entities will measure credit losses in a manner similar to current practice, except the losses will be recognized as allowances instead of reductions in the amortized cost of the securities. In addition, an entity will have to disclose significantly more information about allowances, credit quality indicators and past due securities. The Company adopted this new accounting standard on August 1, 2020, and the adoption did not have a material impact on the Company’s financial statements and related disclosures. In August 2018, the FASB issued Accounting Standard Update No. 2018-13, Changes to Disclosure Requirements for Fair Value Measurements (Topic 820) (ASU 2018-13), which improved the effectiveness of disclosure requirements for recurring and nonrecurring fair value measurements. The standard removes, modifies, and adds certain disclosure requirements. The Company adopted this new accounting standard on August 1, 2020, and the adoption did not have a material impact on the Company’s financial statements and related disclosures. In August 2018, the FASB issued Accounting Standard Update No. 2018-15, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (ASU 2018-15) , which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The Company adopted this new accounting standard on August 1, 2020, using the prospective method, and the adoption did not have a material impact on the Company’s financial statements and related disclosures. Recently Issued Accounting Standards Not Yet Adopted In December 2019, the FASB issued Accounting Standard Update No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (ASU 2019-12), which simplifies the accounting for income taxes. This guidance will be effective for the Company in the first quarter of fiscal 2022 on a prospective basis, and early adoption is permitted. The Company will adopt the new standard effective August 1, 2021 and does not expect the adoption of this guidance to have a material impact on its consolidated financial statements. F- 14 Note 2—Revenue Disaggregation of Revenue The following table summarizes revenue by type of monetization mechanisms of the Zedge app for the periods presented: Fiscal Year Ended July 31, 2021 2020 (in thousands) Advertising revenue $ 15,741 $ 7,410 Paid subscription revenue 3,311 1,599 Other revenues 517 461 Total Revenues $ 19,569 $ 9,470 Contract Balances Deferred revenues The Company records deferred revenues related to the unsatisfied performance obligations with respect to subscription revenue. As of July 31, 2021, the Company’s deferred revenue balance related to subscriptions was approximately $1,603,000, representing approximately 752,000 active subscribers. As of July 31, 2020, the Company’s deferred revenue balance related to subscriptions was approximately $1,169,000, representing approximately 504,000 active subscribers which was recognized during fiscal 2021. 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 redeem Zedge Credits to acquire Zedge Premium content or upon expiration of the Zedge Credits upon 180 days of account inactivity. As of July 31, 2021, and 2020, the Company’s deferred revenue balance related to Zedge Premium was approximately $218,000 and $169,000, respectively. Total deferred revenues increased $483,000 from $1,338,000 at July 31, 2020 to $1,821,000 at July 31, 2021, primarily due to the Company’s increased subscriptions sales as discussed above. Significant Judgments The advertising networks and advertising exchanges to which the Company sell its inventory track and report the impressions 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 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 the subscriptions revenue when incurred because the duration of the contracts for which the Company pay commissions are less than one year. These costs are included in the selling, general and administrative expenses of the Consolidated Statements of Comprehensive Income (Loss). F- 15 Note 3—Fair Value Measurements The following table presents 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) July 31, 2021 Assets: Foreign exchange forward contracts $ - $ $ - $ - Liabilities: Foreign exchange forward contracts $ - $ 54 $ - $ 54 July 31, 2020 Assets: Foreign exchange forward contracts $ - $ 10 $ - $ 10 Liabilities: Foreign exchange forward contracts $ - $ - $ - $ - Fair Value of Other Financial Instruments The Company’s other financial instruments at July 31, 2021 and 2020 included trade accounts receivable, trade accounts payable, and other loan payable. The carrying amounts of the trade accounts receivable, trade accounts payable, and other loans payable approximated fair value due to their short-term nature. 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 to NOK and 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 15). The Company does not apply hedge accounting to these contracts; therefore the changes in fair value are recorded in earnings. 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 July 31, 2021 were as follows: Settlement Date U.S. Dollar Amount NOK Amount Aug-21 200,000 1,683,215 Sep-21 200,000 1,683,275 Oct-21 200,000 1,683,515 Nov-21 200,000 1,683,755 Total $ 800,000 6,733,760 F- 16 Settlement Date U.S. Dollar Amount EUR Amount Aug-21 250,000 206,873 Sep-21 250,000 206,753 Oct-21 250,000 206,616 Nov-21 250,000 206,463 $ 1,000,000 826,705 The fair value of outstanding derivative instruments recorded in the accompanying consolidated balance sheets were as follows: July 31, (in thousands) 2021 2020 Assets and Liabilities Derivatives: Balance Sheet Location Derivatives not designated or not qualifying as hedging instruments Foreign exchange forward contracts Other current assets $ - $ 10 Foreign exchange forward contracts Accrued expenses and other current liabilities $ 54 $ - The effects of derivative instruments on the consolidated statements of Comprehensive Income (Loss) were as follows: Amount of Loss Recognized on Derivatives Year ended July 31, (in thousands) 2021 2020 Derivatives not designated or not qualifying as hedging instruments Location of Loss Recognized on Derivatives Foreign exchange forward contracts Net loss resulting from foreign exchange transactions $ (18 ) $ (218 ) Note 5—Property and Equipment Property and equipment consisted of the following: July 31, (in thousands) 2021 2020 Capitalized software and technology development costs $ 7,845 $ 7,246 Other 372 324 8,217 7,570 Less accumulated depreciation and amortization (6,237 ) (4,986 ) Total $ 1,980 $ 2,584 Depreciation and amortization expense pertaining to property and equipment was $1.3 million and $1.6 million for the fiscal years ended July 31, 2021 and 2020, respectively. Note 6—Goodwill The Company’s goodwill related to an acquisition made in a prior period and is carried on the balance sheet of Zedge Europe AS. F- 17 The table below reconciles the change in the carrying amount of goodwill for the period from July 31, 2019 to July 31, 2021: (in thousands) Balance at July 31, 2019 $ 2,266 Foreign currency translation adjustments (70 ) Balance at July 31, 2020 2,196 Foreign currency translation adjustments 66 Balance at July 31, 2021 $ 2,262 Note 7—Accrued Expenses and Other Current Liabilities Accrued expenses consist of the following: July 31, (in thousands) 2021 2020 Accrued vacation $ 424 $ 392 Accrued income taxes payable 264 - Accrued payroll taxes 291 274 Accrued payroll and bonuses 374 132 Operating lease liability 86 232 Derivative liability 54 - Due to artists 246 136 Other 32 44 Total accrued expenses and other current liabilities $ 1,771 $ 1,210 Note 8—Equity Class A Common Stock and Class B Common Stock The rights of holders of Class A common stock and Class B common stock are identical except for certain voting and conversion rights and restrictions on transferability. The holders of Class A common stock and Class B common stock have the right to receive identical dividends per share if and when declared by the Company’s Board of Directors. In addition, the holders of Class A common stock and Class B common stock have identical and equal priority rights per share in liquidation. The Class A common stock and Class B common stock do not have any other contractual participation rights. The holders of Class A common stock are entitled to three votes per share and the holders of Class B common stock are entitled to one-tenth of a vote per share. Each share of Class A common stock may be converted into one share of Class B common stock, at any time, at the option of the holder. Shares of Class A common stock are subject to certain limitations on transferability that do not apply to shares of Class B common stock. Note 9—Commitments and Contingencies Legal Proceedings In March 2014, Saregama India, Limited filed a lawsuit against the Company before the Barasat District Court, seeking approximately $1.6 million as damages and an injunction for copyright infringement. Saregama India alleged that the Company made available Saregama India’s sound recordings through the Company’s platform with full knowledge that the sound recordings had been uploaded and were being communicated to the public without obtaining any license from Saregama India. On August 20, 2019, the Court lifted the injunction and, subsequently, Saregama India executed a consent pursuant to which the case against the Company was dismissed. F- 18 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. Note 10— Leases The Company has operating leases primarily for office space. Effective April 1, 2021, the Company moved its main office in Trondheim, Norway with 11,600 square feet of office space to a 4,900 square foot facility. There were nine months left on the lease agreement for the old office space and the Company recognized $14,000 gain as a result of the lease termination. As of March 31, 2021 the Company recorded $281,000 in ROU assets and the same amount for the lease liabilities for the new lease which has a three year term. The following table presents the lease-related assets and liabilities for leases recorded on the Consolidated Balance Sheet (in thousands) as of July 31, 2021 and 2020: As of July 31, 2021 2020 Operating leases: Other assets $ 243 $ 317 Other current liabilities $ 86 $ 232 Other liabilities 145 64 Total operating lease liabilities $ 231 $ 296 The following table summarizes the weighted average remaining lease term and weighted average discount rate as of July 31, 2021 and 2020: As of July 31, 2021 2020 Weighted average remaining lease term: Operating leases 2.67 years 1.42 years Weighted average discount rate: Operating leases 1.00 % 5.00 % Future minimum lease payments under non-cancellable leases at July 31, 2021 are as follows (in thousands): Years ending July 31, Operating Leases 2022 $ 88 2023 96 2024 50 Total future minimum lease payments 234 Less imputed interest 3 Total $ 231 As of July 31, 2021, the Company did not have any leases that have not yet commenced that create significant rights and obligations. F- 19 Note 11—Income Taxes The components of income (loss) before income taxes are as follows: Fiscal year ended July 31, (in thousands) 2021 2020 Domestic $ 7,629 $ (630 ) Foreign 417 86 Income (loss) before income taxes $ 8,046 $ (544 ) Provision for (benefit from) income taxes consisted of the following: Fiscal year ended July 31, (in thousands) 2021 2020 Current: Foreign $ 30 $ 14 Federal 239 - State 6 1 Total current expense 275 15 Deferred: Foreign (44 ) - Federal (253 ) - State (180 ) - Total deferred expense (477 ) - Provision for (benefit from) income taxes $ (202 ) $ 15 The differences between income taxes expected at the U.S. federal statutory income tax rate and income taxes reported were as follows: Fiscal year ended July 31, (in thousands) 2021 2020 U.S federal income tax (benefit) at statutory rate $ 1,690 $ (114 ) State tax (net of federal benefit) 5 29 Change in valuation allowance (1,601 ) 13 Foreign tax rate differential (10 ) (6 ) Other (286 ) 93 Provision for (benefit from) income taxes $ (202 ) $ 15 On March 27, 2020, the CARES Act was signed into law. The Act contains several new or changed income tax provisions, including but not limited to the following: increased limitation threshold for determining deductible interest expense, class life changes to qualified improvements (in general, from 39 years to 15 years), and the ability to carry back net operating losses incurred from tax years 2018 through 2020 up to the five preceding tax years. Most of these provisions are either not applicable or have no material effect on the Company. F- 20 The Tax Cuts and Jobs Act of 2017 (the “Tax Act”) contains a provision which subjects a U.S parent of a foreign subsidiary to current U.S. tax on its global intangible low-taxed income (“GILTI”). The GILTI income is eligible for a deduction, which lowers to effective tax. The Company will report the tax impact of GILTI as a period cost when incurred. Accordingly, the Company is not providing deferred taxes for basis differences expected to reverse as GILTI. U.S Companies are eligible for a deduction that lowers the effective tax rate on certain foreign income. This regime is referred to as the Foreign-Derived Intangible Income deduction (“FDII”). Significant components of the Company’s deferred tax assets and deferred tax liabilities are as follows: July 31, (in thousands) 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 502 $ 1,783 Reserves and accruals 163 185 Stock-based compensation 156 242 Net deferred tax assets 821 2,210 Less valuation allowance (344 ) (2,210 ) Total deferred tax assets $ 477 $ - At July 31, 2021 and 2020, the Company had available U.S. federal net operating loss (“NOL”) carryforwards from domestic operations of approximately $0 and $5.6 million, respectively, to offset future taxable income. At July 31, 2021 and 2020, the Company had available U.S. state NOL carryforwards from domestic operations of approximately $5.3 and $5.9 million, respectively, to offset future taxable income. The state NOL carryforwards will begin to expire in 2036. At July 31, 2021 and 2020, the Company had available Norwegian NOL carryforwards of approximately $201,000 and $433,000, respectively, to offset future taxable income. Due to its recent and projected financial performance, the Company believes that it is more-likely-than-not that substantially all of the deferred tax assets except certain state net operating losses and capital loss carryforward will be realized. Therefore, the Company has released the valuation allowance on deferred tax assets other than those stated above. The change in the valuation allowance is as follows: Fiscal year ended July 31, (in thousand) Balance at beginning of year Additions charged to costs and expenses Deductions Balance at end of year 2021 Reserves deducted from deferred income taxes, net: Valuation allowance $ 2,210 $ - $ (1,866 ) $ 344 2020 Reserves deducted from deferred income taxes, net: Valuation allowance $ 2,197 $ 13 $ - $ 2,210 At July 31, 2021 and 2020, the Company did not have any unrecognized tax benefits and did not anticipate any significant changes to the unrecognized tax benefits within twelve months of this reporting date. In the fiscal years ended July 31, 2021 and 2020, the Company recorded no interest and penalties on income taxes. At July 31, 2021 and 2020, there was no accrued interest included in income taxes payable. F- 21 The Company currently remains subject to examinations of its U.S. tax returns as follows: U.S. federal tax return for fiscal 2018 to fiscal 2020, state and local tax returns generally for fiscal 2018 to fiscal 2020 and foreign tax returns generally for fiscal 2019 to fiscal 2020. In connection with the Spin-Off, the Company and IDT entered into various agreements prior to the Spin-Off including a Separation and Distribution Agreement to effect the separation and provide a framework for the Company’s relationship with IDT after the Spin-Off, and a Tax Separation Agreement, which sets forth the responsibilities of the Company and IDT with respect to, among other things, liabilities for federal, state, local and foreign taxes for periods before and including the Spin-Off, the preparation and filing of tax returns for such periods and disputes with taxing authorities regarding taxes for such periods. Pursuant to Separation and Distribution Agreement, among other things, the Company indemnifies IDT and IDT indemnifies the Company for losses related to the failure of the other to pay, perform or otherwise discharge, any of the liabilities and obligations set forth in the agreement. Pursuant to the Tax Separation Agreement, among other things, IDT indemnifies the Company from all liability for taxes of the Company and any of its subsidiaries or relating to its business with respect to taxable periods ending on or before the Spin-Off, and the Company indemnifies IDT from all liability for taxes of the Company and any of its subsidiaries or relating to its business accruing after the Spin-Off. Notwithstanding the foregoing, the Company is responsible for, and IDT has no obligation to indemnify the Company for, any tax liability of the Company resulting from an audit, examination or other proceeding related to any tax returns that relate solely to it and its subsidiaries regardless of whether such tax return relates to a period prior to or following the Spin-Off. Note 12—Stock-Based Compensation 2016 Stock Option and Incentive Plan The Company adopted the Zedge, Inc. 2016 Stock Option and Incentive Plan (as amended to date, the “2016 Incentive Plan”). The 2016 Incentive Plan is intended to provide incentives to executive officers, employees, directors and consultants of the Company. Incentives available under the 2016 Incentive Plan include restricted stock, deferred stock unit, stock options and stock appreciation rights. The 2016 Incentive Plan is administered by the Compensation Committee of the Company’s Board of Directors. In November, 2020, the Company’s Board of Directors amended the Company’s 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 250,000 shares to an aggregate of 1,521,000 shares. This amendment was ratified by the Company’s stockholders at the Annual Meeting of Stockholders held on January 11, 2021. At July 31, 2021, there were 212,000 shares of Class B Stock available for awards under the 2016 Incentive Plan. In November 2019, 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 230,000 shares to an aggregate of 1,271,000 shares. This amendment was ratified by the Company’s stockholders during Annual Meeting held on January 13, 2020. Pursuant to the 2016 Incentive Plan, the option exercise price for all stock option awards that are designated as “Incentive Stock Options” must not be less than the Fair Market Value of the shares of Class B Common Stock covered by the option award on the date of grant. In general, Fair Market Value means the closing sale price per share of Class B Common Stock on the exchange on which the Class B Common Stock is principally traded for the last preceding date on which there was a sale of Class B Common Stock on such exchange. In the fiscal years ended July 31, 2021 and 2020 there were $105,000 and $0, respectively, income tax benefit resulting from tax deductions in excess of the compensation cost recognized for the Company’s stock-based compensation. Stock Options The Company’s option awards generally have a maximum term of 10 years from grant date, are exercisable upon vesting unless otherwise designated for early exercise by the Board of Directors at the time of grant and are pursuant to individual written agreements. Grants generally vest over a three-year or four -year period. Certain option agreements provide for accelerated vesting of options upon the effective date of an initial public offering or a change in control of the Company. F- 22 In fiscal years 2021 and 2020, the Compensation Committee approved equity grants of options to purchase 188,849 and 207,996 shares respectively of the Company’s Class B common stock to various executives, consultants and employees, vesting mostly over a three-year or four-year period. Unrecognized compensation expense related to these grants were $774,000 and $265,000 in fiscal 2021 and 2020 respectively based on the estimated fair value of the options on the grant dates. In fiscal 2021, the Company received proceeds of $873,261 from the exercise of stock options for which the Company issued 559,840 shares of its Class B common stock. In fiscal 2020, the Company received proceeds of $11,571 from the exercise of stock options for which the Company issued 86,197 shares of its Class B common stock. The Company cancelled or forfeited options grants of 13,000 shares and 126,000 shares in fiscal 2021 and fiscal 2020 respectively primarily due to employee resignations or layoffs. The fair value of stock options was estimated on the date of the grant using a Black-Scholes valuation model (“BSM”) and the assumptions in the following table. Expected volatility is based on historical volatility of the Company’s Class B common stock. The Company uses the simplified method to estimate the expected term of the stock-based payments granted due to the limited history of the Company. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant. The Company used the following weighted average assumptions in its BSM pricing model: Fiscal year ended July 31, 2021 2020 Expected term 6.0 years 6.0 years Volatility 92.3 % 82.9 % Risk free interest rate 0.7 % 1.6 % Dividends — — The following represents option activity for the fiscal years ended July 31, 2021 and 2020, including options granted prior to our separation from our former parent in a spin-off on June 1, 2016 and options granted under the 2016 Incentive Plan adopted on June 2, 2016: Number of Options (in thousands) Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Outstanding at July 31, 2019 1,231 $ 1.60 6.32 $ 642 Granted 208 1.82 Exercised (86 ) 0.13 Cancelled / forfeited (126 ) 1.35 Outstanding at July 31, 2020 1,227 $ 1.76 5.95 $ 402 Granted 189 5.40 Exercised (560 ) 1.56 Cancelled / forfeited (13 ) 1.48 Outstanding at July 31, 2021 843 $ 2.72 6.76 $ 10,657 Exercisable at July 31, 2021 548 $ 1.95 5.59 $ 7,351 F- 23 The following table summarizes the weighted average grant date fair value of options granted, intrinsic value of options exercised and fair value of awards vested in the periods indicated: July 31, (in thousands except per share amounts) 2021 2020 Weighted average grant date fair value of options granted $ 4.09 $ 1.28 Intrinsic value of options exercised 3,978 109 Fair value of awards vested 135 197 At July 31, 2021, there was $774,000 of total unrecognized compensation cost related to non-vested stock options, which is expected to be recognized over a weighted-average period of 3.2 years. Restricted Stock In fiscal 2021, the Compensation Committee and the Corporate Governance Committee of our Board of Directors approved a grant of 92,593 restricted shares of the Company’s Class B Common Stock to our Executive Chairman Michael Jonas. Mr. Jonas agreed to accept all of his compensation for his service as Executive Chairman during fiscal 2021 in the form of equity in the Company and to make receipt of such equity compensation contingent on the Company achieving certain milestones relative to its fiscal 2021 budget. The grant was made at that time because the milestones previously set were achieved. These shares shall vest in equal amounts on February 7, 2022, 2023 and 2024.These shares had an aggregate grant date fair value of $350,000 which is being amortized on a straight-line basis over the vesting period. In fiscal 2021, the Compensation Committee approved a grant of 10,619 restricted shares of Class B Common Stock to each of Mr. Elliot Gibber and Mr. Howard Jonas which were fully vested upon grant. These shares had an aggregate grant date fair value of $30,000 and have been fully amortized accordingly. In fiscal 2020, the Company granted 30,534 restricted shares of its Class B common stock, which vested over a six-month period, to its interim Chief Executive Officer at a grant date fair value of $1.97 per share. The Company also granted 1,411 restricted shares of its Class B common stock, which vested over three years, to Chairman of the Board at a grant date fair value of $1.97 per share. In fiscal 2021, the Company granted 10,869 restricted shares of its Class B common stock, which vested immediately, to its non-employee Board of Directors at an average grant date fair value of $8.22 per share. In fiscal 2020, the Company granted 34,066 restricted shares of its Class B common stock, which vested immediately, to its non-employee Board of Directors at an average grant date fair value of $1.41 per share. These shares were awarded pursuant to the non-employee Board of Director’s semi-annual grant. At July 31, 2021, there were 127,300 non-vested restricted shares of the Company’s Class B common stock. At July 31, 2021, there was $288,000 of total unrecognized compensation cost related to these non-vested restricted shares, which is expected to be recognized over a weighted-average period of 2.4 years. In fiscal 2021 and fiscal 2020, the Company purchased 12,005 shares and 18,441 shares respectively of Class B Stock from certain employees for $18,000 and $29,000 respectively, to satisfy tax withholding obligations in connection with the vesting of restricted stock F- 24 The following represents restricted shares activity for the fiscal years ended July 31, 2021 and 2020: Number of Shares Weighted Average Grant Date Fair Value Non-vested stock award as of July 31, 2019 195,375 $ 2.33 Granted 31,945 1.97 Vested (122,192 ) 2.26 Forfeited - - Non-vested stock award as of July 31, 2020 105,128 2.30 Granted 113,831 3.34 Vested (91,659 ) 2.24 Forfeited - - Non-vested stock award as of July 31, 2021 127,300 $ 3.27 Deferred Stock Units In fiscal 2020, the Compensation Committee approved the grant of 92,544 Deferred Stock Units (DSUs) to 13 of its non-executive employees based in Norway and Lithuania. Each DSU represents a right to receive one share of Class B Common Stock. The DSUs primarily vest over a four-year period from grant. On the grant date, unrecognized compensation expense related to this grant was an aggregate of $144,000 based on the estimated fair value of the DSUs on the grant date. The unrecognized compensation expense is being recognized on a straight-line basis over the vesting period. At July 31, 2021, unrecognized compensation expense related to unvested DSUs was an aggregate of $39,000 which is expected to be recognized over a weighted-average period of 2.0 years. In fiscal 2021, the Company purchased 5,625 shares of Class B Stock from various employees for $8,000 to satisfy tax withholding obligations in connection with the vesting of DSUs. The following represents restricted shares activity for the fiscal years ended July 31, 2021 and 2020: Number of Shares Weighted Average Grant Date Fair Value Non-vested DSU award as of July 31, 2019 - - Granted 92,544 1.55 Vested - - Forfeited (32,000 ) 1.54 Non-vested DSU award as of July 31, 2020 60,544 $ 1.56 Granted - - Vested (17,044 ) 1.60 Forfeited (6,000 ) 1.54 Non-vested DSU award as of July 31, 2021 37,500 $ 1.54 Note 13—Related Party Transactions Following the Spin-Off, IDT charges the Company for services it provides pursuant to the Transition Services Agreement (“TSA”). In fiscal 2021 and 2020 the Company was charged by IDT a total of $113,000 and $107,000, respectively, for legal services. In addition, the Company charged IDT $144,000 and $148,000, respectively, for consulting services provided to IDT by a Zedge employee. As of July 31, 2021 and 2020, IDT owed the Company $6,000 and $39,000, respectively. F- 25 The activities between the Company and IDT were as follows: Fiscal years ended July 31, (in thousands) 2021 2020 Balance at beginning of year $ (39 ) $ - Legal services provided by IDT 113 107 Consulting services provided to IDT (144 ) (148 ) Cash payments received from IDT 64 14 Cash payments made to IDT - (12 ) Due from IDT* $ (6 ) $ (39 ) * Due from IDT is included in other current assets. In the fiscal years ended July 31, 2021 and 2020, the Company paid $0 and $143,000, respectively, 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. In the fiscal years ended July 31, 2021 and 2020, the Company paid $41,000 and $35,000 respectively, to Activist Artists Management, LLC pursuant to certain referral agreement. A member of the Company’s Board of Directors owns 33.4% of Activist Artist with which the Company entered into an amended retainer agreement on August 1, 2020, pursuant to which the Company pays Activist Artists $3,750 per month, plus possible commissions. Note 14—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 held outside of the United States, which are located primarily in Norway, were as follows: United States Foreign Total (in thousands) Long-lived assets, net: July 31, 2021 $ 1,900 $ 641 $ 2,541 July 31, 2020 $ 2,513 $ 542 $ 3,055 Total assets: July 31, 2021 $ 32,745 $ 4,732 $ 37,477 July 31, 2020 $ 7,730 $ 4,275 $ 12,005 Note 15—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 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 July 31, 2021 and 2020, there were no amounts outstanding under the revolving credit facility and the Company was in compliance with all of the covenants. F- 26 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 July 31, 2021, there were $1.8 million of outstanding foreign exchange contracts under the credit facility, which reduced the available borrowing under the revolving credit facility by $180,000 see Note 4 above. Note 16—Defined Contribution Plan In September 2016, the Company adopted a 401(k) Plan, effective August 1, 2016, available to all employees meeting certain eligibility criteria. The Plan permits participants to elect pre-tax or after-tax salary deferrals that will be contributed to the Plan, not to exceed the limits established by the Internal Revenue Code. The Plan provides for enhanced safe harbor employer matching contributions. All contributions made by participants and safe harbor matching contributions by the Company will be fully vested. The Company’s Class A common stock and Class B common stock are not investment options for elective deferrals by the Plan’s participants. However, matching contributions may be made in shares of the Company. The Company’s cost for matching contributions to the Plan were $39,000 and $41,000 for the fiscal years ended July 31, 2021 and 2020, respectively. In lieu of making cash contributions, the Company opted to contribute 6,572 shares and 26,193 shares of the Company’s Class B common stock to the Plan for fiscal 2021 and fiscal 2020, respectively. Note 17—Loans Payable On July 16, 2019, the Company obtained a loan of $140,000 to pay for its insurance coverages, repayable in nine equal installments of $15,976 starting from September 1, 2019 which represented a 4.79% annual percentage interest rate. 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. The Company obtained a loan under the Payroll Protection Program (PPP) of the CARES Act in the amount of $218,000 loan from Western Alliance Bank, a loan servicer and the Company’s lender (see Note 15), on April 22, 2020. The Company used these proceeds in full for payroll purposes for U.S. employees during the covered period provided under the PPP (which was extended to 24 weeks). Any portion of the loan that is not forgiven would have been due two years after inception of the loan. On November 25, 2020, the Company submitted the PPP Loan Forgiveness Application Form 3508EZ and on May 21, 2021, the Company was notified that such application for the loan forgiveness has been approved and the loan, including accrued interest, has been deemed satisfied in full by the Small Business Administration to Western Alliance Bank. The Company therefore recorded a gain of forgiveness of debt of $218,000 which is included in interest and other income, net on the Consolidated Statements of Comprehensive Income (Loss) F- 27 Note 18—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 costs 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 contemplates 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 costs of $350,000. We intend to use the net proceeds from this offering for working capital and other general corporate purposes. On February 5, 2020, the Company closed on its registered direct offering of 1,734,459 shares of its Class B common stock for gross proceeds of $2.25 million. The Company sold 1,657,813 shares at a purchase price of $1.28 per share which represented a 20% discount from the 10 Day Volume Weighted Average Price (VWAP) through January 31, 2020, and certain Company insiders purchased an additional 76,646 shares at a purchase price of $1.67 per share, the closing price on February 3, 2020. In connection with this offering, the Company incurred a total issuance costs of $141,000. The Company intends to use the net proceeds from the offering for working capital and other general corporate purposes. Note 19—Subsequent Events Acquisition Pursuant to an Asset Purchase Agreement, on August 1, 2021, 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 is not expected to exceed $7 million. $4.8 million was funded into an escrow account on July 30, 2021 which is classified in other assets on the Consolidated Balance Sheet at July 31, 2021 and was paid at closing. The balance will be determined based on an incentive structure linked to EBITDA generated from emojipedia.org during the first four month period following the closing and paid out on the six-month and twelve month anniversary of the Closing. 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. Although the Company has not finalized its analysis, the Company anticipates that this acquisition does not qualify as a business combination under FASB ASC 805, Business Combinations , and anticipates it will be accounted for it as asset acquisition. Additionally, the Company does not believe this acquisition meets the new prescribed significance tests under Rule 1-02(w) of Regulation S-X which took effect on January 1, 2021 and regards this acquisition as an insignificant business. F- 28 Foreign Exchange Forward Contracts On August 26, 2021, the Company entered into the following foreign exchange forward contracts with Western Alliance Bank: Settlement Date U.S. Dollar Amount NOK Amount Dec-21 225,000 1,966,794 Jan-22 225,000 1,967,244 Feb-22 225,000 1,967,896 Mar-22 225,000 1,968,684 Apr-22 225,000 1,969,696 May-22 225,000 1,970,619 Total $ 1,350,000 11,810,933 Settlement Date U.S. Dollar Amount EUR Amount Dec-21 225,000 189,340 Jan-22 225,000 189,165 Feb-22 225,000 189,037 Mar-22 225,000 188,926 Apr-22 225,000 188,800 May-22 225,000 188,673 Total $ 1,350,000 1,133,940 F-29