| ■ | Cause a deterioration in our financial metrics or the business environment that adversely impacts our credit ratings. |
As of July 31, 2021,2022, we had not experienced significant adverse impacts to our results of operations, financial condition, or cash flows due to the impact of COVID-19. However, the situation remains fluid and we cannot predict with certainty the potential impact of COVID-19 on our business, results of operations, financial condition, and cash flows.
Our international operations subject us to additional risks which could have an adverse effect on our business, operating results, and financial condition.
We have attempted to control our operating expenses by utilizing lower-cost labor in foreign countries such as Belarus, Guatemala, and Israel and we may in the future expand our reliance on offshore labor to other countries. Our employees in Belarus and Israel primarily help develop, test, and maintain certain of our technology. Our labor source in Guatemala primarily performs certain call center, administrative, and customer acquisition functions. We also have significant operations in Brazil, Uruguay, and Argentina as a result of net2phone’s growth.
Countries outside of the United States may be subject to relatively higher degrees of political and social instability and may lack the infrastructure to withstand political unrest or natural disasters. The occurrence of natural disasters, pandemics, such as COVID-19, or political or economic instability in these countries could interfere with work performed by these labor sources or could result in our having to replace or reduce these labor sources. If countries in which we operate experience civil or political unrest or acts of terrorism, especially when such unrest leads to an unseating of the established government, our operations in such countries could be materially impaired. Our vendors in other countries could potentially shut down suddenly for any reason, including financial problems or personnel issues. Such disruptions could decrease efficiency, increase our costs and have an adverse effect on our business or results of operations.
For example, in August 2020, political unrest in Belarus related to its elections resulted in our Belarus operations being nearly unable to operate for multiple days and significantly reduced productivity in our Belarus operations for multiple weeks.
| 25 |
The practice of utilizing labor based in foreign countries has come under increased scrutiny in the United States. Governmental authorities could seek to impose financial costs or restrictions on foreign companies providing services to customers or companies in the United States. Governmental authorities may attempt to prohibit or otherwise discourage us from sourcing services from offshore labor.
The Foreign Corrupt Practices ActFCPA and other applicable anti-corruption laws and regulations prohibit certain types of payments by our employees, vendors, and agents. Any violation of the applicable anti-corruption laws or regulations by us, our subsidiaries or our local agents could expose us to significant penalties, fines, settlements, costs, and consent orders that may curtail or restrict our business as it is currently conducted and could have an adverse effect on our business, financial condition, or results of operations.
Weakness of the United States dollar in relation to the currencies used in these foreign countries may also reduce the savings achievable through this strategy and could have an adverse effect on our business, financial condition, and results of operations.
Risks Related to Our NRS Business
The long-term success of NRS depends on its ability to develop products and services to address the rapidly evolving market for POS products and services, and, if it is not able to implement successful enhancements and new features for its products and services, our business could be materially and adversely affected.
NRS’ success will depend, in part, on its ability to develop new technologies and to adapt to technological changes and evolving industry standards. New services and technologies may be superior to, impair, or render obsolete the POS products and services that NRS currently offers or the technologies NRS currently uses to provide them. Incorporating new technologies into NRS’ POS products and services may require substantial expenditures and take considerable time, and NRS may not be successful in realizing a return on these development efforts in a timely manner or at all. NRS’ ability to develop new products and services may be inhibited by industry-wide standards, existing and future laws and regulations, resistance to change from its customers, which includes NRS’ sellers and their buyers, or third parties’ intellectual property rights. If NRS is unable to provide enhancements and new features for its products and services or to develop new products and services that achieve market acceptance or that keep pace with rapid technological developments and evolving industry standards, our business would be materially and adversely affected.
Substantial and increasingly intense competition in the POS industry may harm NRS’ business.
NRS competes in the POS market that is characterized by vigorous competition, changing technology, evolving industry standards, changing customer needs, and frequent introductions of new products and services. We expect competition to intensify in the future as existing and new competitors introduce new services or enhance existing services. NRS competes against many companies to attract customers, and some of these companies have greater financial resources and substantially larger bases of customers than NRS does, which may provide them with significant competitive advantages. These companies may devote greater resources to the development, promotion, and sale of products and services, may achieve economies of scale due to the size of their customer bases, and may more effectively introduce their own innovative products and services that adversely impacts NRS’ growth. Currently, we believe that NRS has a competitive advantage because of our focus and marketing reach into independent stores, often in immigrant communities in the United States. If some or all of our competitors focus additional resources on those customers, NRS’ growth may slow, or we may lose customers due to the competition. Mergers and acquisitions by these companies may lead to even larger competitors with more resources.
NRS may also face pricing pressures from competitors. Some potential competitors are able to offer lower prices to sellers for similar services by subsidizing their payments services through other services they offer. Such competition may result in the need for NRS to alter the pricing that it offers and could reduce our profitability.
If NRS fails to convince brands of the benefits of advertising on its platform, our business could be harmed.
NRS’ strategy includes increasing its revenues from brand advertising. Brands may not do business with NRS or may reduce the amounts they are willing to spend to advertise if NRS does not deliver ads, and other commercial content and marketing programs in an effective manner, or if they do not believe that their investment in advertising with NRS will generate a competitive return relative to other alternatives. NRS’ ability to grow the number of brands that use its brand advertising, and ultimately to generate advertising and marketing services revenues, depends on a number of factors, many of which are outside of our control. If NRS fails to convince brands of the benefits of advertising on its platform, our business could be harmed.
| 26 |
Risks Related to Our net2phone Business
net2phone’s VoIP or cloud-based communications service competes against established well financed alternative voice communication providers (such as Ring Central, 8x8 and Five9), who may provide comparable services at comparable or lower pricing.
Pricing in the telecommunications industry is very fluid and competitive. Price is often a substantial motivation factor in a customer’s decision to switch to net2phone’s cloud-based communications products and services. net2phone’s competitors may reduce their rates, which may require it to reduce its rates, which would affect our revenues and profitability, or otherwise make our pricing non-competitive. net2phone may be at a disadvantage compared with those competitors who have substantially greater resources than us or may otherwise be better positioned to withstand an extended period of downward pricing pressure.
Many of net2phone’s current and potential competitors have longer operating histories, significantly greater resources and brand awareness, and a larger base of customers than we have. As a result, these competitors may have greater credibility with net2phone’s existing and potential customers. net2phone’s competitors may also offer bundled service arrangements that present a more differentiated or better integrated product to customers. Announcements, or expectations, as to the introduction of new products and technologies by net2phone’s competitors or net2phone could cause customers to defer purchases of net2phone’s existing products, which also could have a material adverse effect on our business, financial condition or operating results.
net2phone depends in part upon the capacity, reliability, and performance of several third-party providers and their network infrastructure, the failure of which could cause delays or interruptions of net2phone’s service and impact our revenue and profitability.
net2phone depends on several third-party providers to provide uninterrupted and error-free service to maintain its operations. net2phone does not have control over these providers, and some of these providers are also its competitors. net2phone may be subject to interruptions or delays in their service and its reputation and business may be harmed. The failure of any of these third party service providers to properly maintain services may result in negative consequences to net2phone, including but not limited to: (i) a loss of customers, (ii) adverse impact on its reputation, (iii) negative publicity, (iv) negative impact on its ability to acquire customers, (v) negative impact on its revenue and profitability, (vi) potential law suits for not reaching emergency E-911 services, and (vii) potential law suits for loss of business and loss of reputation. These third-party providers include but are not limited to: 4PSA, an opensource, Kamilio, based platform provider based in Romania and NetSapiens Inc. based in San Diego, CA. 4PSA is net2phone’s current communications platform in South America and continues to serve as a legacy platform for a smaller percentage of customers in the U.S. NetSapiens is net2phone’s current platform for its customers in Canada.
Internet Bandwidth Providers. net2phone’s cloud-based communications service requires its customers to have an operative broadband Internet connection and an electrical power supply, which are provided by the customer’s broadband Internet service provider and electric utility company and not by net2phone. The quality of some broadband Internet connections may be too poor for customers to use net2phone’s services properly. In addition, if there is any interruption to a customer’s broadband Internet service or electrical power supply, that customer will be unable to make or receive calls, including emergency calls, using net2phone’s service. In addition, Internet backbone providers may be able to block, degrade or charge for access to, or the bandwidth use of certain of net2phone’s products and services which could have a negative effect on its services and could lead to additional expenses and the loss of users. Further, customers who access net2phone’s mobile application (or future applications) through their smartphones must have a high-speed connection to use its services. This access is provided by companies that have significant and increasing market power in the broadband and Internet access marketplace and some of these providers offer products and services that directly compete with net2phone’s offerings, which give them a significant competitive advantage.
Tier 1 and non-Tier 1 Telecom suppliers for Telecom Origination and Termination Services. net2phone depends on these companies to provide telecom services, sourcing of DID, porting of numbers and delivering telephone calls from and to endpoints and devices on our network. If net2phone fails to maintain reliable connectivity or performance with its upstream carriers it could significantly reduce customer demand for its services and damage its business.
E-911 and other emergency service providers. net2phone maintains an agreement with an E-911 provider to assist it in routing and terminating emergency calls directly to an emergency service dispatcher at the public-safety answering point, or PSAP, in the area of the customer’s registered location. net2phone also contract with a provider for the national call center that operates 24 hours a day, seven days a week to receive certain emergency calls and with several companies that maintain PSAP databases for the purpose of deploying and operating E-911 services. The dispatcher will have automatic access to the customer’s telephone number and registered location information. If a customer moves their service to a new location, the customer’s registered location information must be updated and verified by the customer. Until that takes place, the customer will have to verbally advise the emergency dispatcher of his or her actual location at the time of an E-911 call. This can lead to delays in the delivery of emergency services. Interruptions in service from these vendors could also cause failures in net2phone’s customers’ access to E-911 services and expose it to liability.
| 27 |
Local number portability providers. net2phone has agreements with companies that initiate its local number portability, which allows new customers to retain their existing telephone numbers when subscribing to its services. net2phone needs to work with these companies to properly port numbers. The failure to port numbers may cause net2phone to lose customers.
net2phone faces risks from the outsourcing of the manufacturing of its desktop telephones (“desktop devices”).
net2phone primarily sells Polycom, Yealink and Grandstream-branded desktop devices, although, it supports other third-party devices as well. These desktop devices are being manufactured by vendors in China. Recent supply-chain challenges in China and global ramifications of supply-chain difficulties, the U.S. trade war with China, including trade protection measures such as tariffs, and the effects of any new wave of COVID-19 infections or another pandemic may cause disruptions in obtaining its desktop devices. This may increase pricing, slow delivery times or may force net2phone to find another third-party manufacturer of its branded desktop devices.
net2phone targets sales to small, mid-market and enterprise customers. Not properly managing these customers could negatively affect our business, cash flow and operations.
A substantial percentage of net2phone’s revenues comes from small and medium-sized businesses. These customers may be more adversely affected by economic downturns than larger, more established businesses. The majority of net2phone’s customers pay for subscriptions with credit cards. Weakness in certain segments of the credit markets in the U.S. and global economies may result in increased numbers of rejected credit and debit card payments, which could negatively affect net2phone’s business. If small and medium-sized businesses experience financial hardship because of a weakening economy, industry consolidation, or any other reason, the overall demand for net2phone’s products and services could be materially and adversely affected.
Selling to larger enterprise customers also contains inherent risks and uncertainties. The loss of a key customer or a failure of some of them to renew or to continue to recommend net2phone’s products may have a material negative impact on its results. net2phone has a limited history of selling its services to larger businesses and may experience challenges in configuring and providing ongoing support for the products it sells to large customers. Larger customers’ networks are often more complex than those of smaller customers, and the configuration of services for these customers usually requires customer assistance. There is no guarantee that the customer will make available to net2phone the necessary personnel and other resources for a successful configuration of services. Lack of assistance from the customers or lack of local resources may prevent net2phone from properly configuring its services for these customers, which can in turn adversely impact the quality of services that it delivers over its customers’ networks, and/or may result in delays in the implementation of its services and impact the quality and ability to continue to provide the services. This could also create a public perception that net2phone is unable to deliver high quality service to its customers, which could harm its reputation. In addition to the foregoing, larger customers tend to require higher levels of customer service and individual attention, which may increase net2phone’s costs for implementing and delivering services.
If net2phone’s existing customers terminate their subscriptions or reduce their subscriptions and related usage, its revenues and earnings will be harmed, and we will be required to spend more money to grow net2phone’s customer base.
net2phone expects to continue to derive a significant portion of its revenues from existing customers. As a result, retaining its existing customers is critical to its future operating results. net2phone offers monthly, annual and multiple-year contracts to its customers, generally with 30 days’ notice required for reductions in the number of seats. Increases in the number of seats can be provisioned almost immediately.
Subscriptions and related usage by existing customers may decrease if:
| ■ | customers are not satisfied with the services, prices or the functionality of net2phone’s products; | |
| ■ | the stability, performance or security of net2phone’s products are not satisfactory; | |
| ■ | the U.S. or global economy declines; |
| 28 |
| ■ | net2phone’s customers’ business or demand for net2phone’s services declines due to industry cycles, seasonality, business difficulties or other reasons, including the impact of the COVID-19 pandemic; | |
| ■ | customers favor products offered by other providers, particularly as competition continues to increase; | |
| ■ | alternative technologies, products or features emerge or gain popularity that net2phone does not provide; | |
| ■ | net2phone’s customers or potential customers experience financial difficulties; or | |
| ■ | fewer customers purchase services from net2phone. |
If net2phone’s existing customers’ subscriptions and related usage decrease or are terminated, net2phone will need to spend more money to acquire new customers and still may not be able to maintain its existing level of revenues. net2phone incurs significant costs and expenses, including sales and marketing expenses, to acquire new customers, and those costs and expenses are an important factor in determining our profitability. There can be no assurance that net2phone’s efforts to acquire new customers will be successful.
net2phone must acquire new customers on an ongoing basis to maintain and increase its customers and revenues while the significant costs to acquire new customers may hinder profitability.
net2phone will have to acquire new customers in order to increase revenues. net2phone incurs significant costs to acquire new customers, and those costs are an important factor in determining our profitability. Therefore, if net2phone is unsuccessful in retaining customers or is required to spend significant amounts to acquire new customers, its revenue and or profits would decrease, which would negatively affect profitability. Sales and marketing expenditures are an ongoing requirement of net2phone’s business as it strives to acquire more new customers.
net2phone’s customer churn rate may increase in future periods, which may adversely impact its revenue or require it to spend more money to grow its customer base.
net2phone’s customers generally have initial service periods of between two and three years and may discontinue their subscriptions for services after the expiration of their initial subscription period. In addition, net2phone’s customers may renew for lower subscription amounts or for shorter contract lengths. net2phone may not accurately predict cancellation rates for its customers. net2phone’s cancellation rates may increase or fluctuate because of a number of factors, including customer needs, pricing changes, number of applications used by its customers, customer satisfaction with its service, the acquisition of net2phone’s customers by other companies and deteriorating general economic conditions. If net2phone’s customers do not renew their subscriptions for its service or decrease the amount they spend with net2phone, its revenue will decline, and our business will suffer.
net2phone may not be able to scale its business efficiently or quickly enough to meet its customers’ growing needs, in which case our operating results could be harmed.
As usage of net2phone’s cloud-based communications services by mid-market and larger distributed enterprises expands and as customers continue to integrate its services across their enterprises, net2phone is required to devote additional resources to improving its application architecture, integrating net2phone’s products and applications across our technology platform as well as expanding integration and performance. net2phone will need to appropriately scale its internal business systems and services organization, including its onboarding and customer support services to serve a growing customer base. Any failure of or delay in these efforts could impair net2phone’s systems’ performance and reduce customer satisfaction, which could result in decreased sales to new customers and lower renewal rates by existing customers and eventually hurt net2phone’s revenue growth and its reputation. We cannot guarantee that the expansion and improvements to our infrastructure and systems will be fully or effectively implemented on a timely basis, if at all, which failure may reduce our revenue and earnings and adversely impact our financial results.
net2phone may not realize the anticipated benefits of its acquisition of Integra’s CCaaS business.
On March 3, 2022, net2phone purchased all of the outstanding shares of Onwaba S.R.L. and Gem S.R.L. Onwaba S.R.L. and Gem S.R.L. are located in Uruguay and use the trade name Integra CCS, or Integra. Integra provides cloud-based CCaaS in the Americas and Europe.
| 29 |
The success of the acquisition of Integra will depend, in part, on net2phone’s ability to provide its customers and channel partners with a robust stand-alone contact center solution or an intelligently integrated UCaaS and CCaaS solution. The target market for the Integra CCaaS solution is two-fold: (i) businesses and other entities with embedded service and support centers; and (ii) contact centers / business process optimization, or BPO, providers (outsourced call centers). Consistent with businesses across the globe that have been moving their on-premise phone systems to the cloud, these service and support centers and contact centers are migrating in a similar fashion, propelled by the growing hybrid and remote work environments. The Integra CCaaS platform is layered with a development surface which allows for custom deployments and sophisticated work force management, where the solution is tailored to the center’s work-flow requirements. This customization will provide for an additional layer of stickiness, which is expected to translate into longer term service periods with the end user. For this reason, we also expect to see increased stickiness with our current and future UCaaS customers that bundle CCaaS into their product suite. We also expect this solution set to open for us a whole new segment of channel partners that specifically target CCaaS audiences. Our capacity to realize these anticipated benefits is subject to certain risks, including, among others:
| ■ | our ability to successfully integrate the CCaaS business; | |
| ■ | the risk that the CCaaS business will not perform as expected; | |
| ■ | the assumption of known and unknown liabilities of Integra; and | |
| ■ | the risk of any negative impact on our business not discovered during our due diligence. |
If we are not able to successfully integrate Integra’s CCaaS business within the anticipated time frame, or at all, the anticipated synergies, operational efficiencies and other benefits of the acquisition may not be realized fully or may take longer to realize than expected, and we may not perform as expected.
Integrating Integra’s CCaaS business may be more difficult, time-consuming or costly than expected.
There can be no assurances that Integra’s CCaaS business can be integrated successfully. It is possible that the integration process could result in the loss of key employees, the disruption of net2phone’s ongoing UCaaS business or unexpected integration issues, such as higher than expected integration costs and an overall post-completion integration process that takes longer than originally anticipated. Specifically, issues that must be addressed in integrating the operations of Integra in order to realize the anticipated benefits of the acquisition, so net2phone performs as expected include, among others:
| ■ | combining Integra’s operational, financial, reporting and corporate functions with net2phone; | |
| ■ | integrating the companies’ technologies, products and services; | |
| ■ | identifying and eliminating redundant and underperforming operations and assets; | |
| ■ | harmonizing the companies’ operating practices, employee development, compensation and benefit programs, internal controls and other policies, procedures and processes; | |
| ■ | addressing the differences of a foreign culture and management philosophies; | |
| ■ | maintaining employee morale and retaining key management and other employees; | |
| ■ | attracting and recruiting prospective employees; | |
| ■ | maintaining existing agreements with customers and vendors and avoiding delays in entering into new agreements with prospective customers and vendors; and | |
| ■ | coordinating and servicing geographically dispersed organizations. |
In addition, at times, the attention of some of net2phone’s employees may be focused on the integration of the CCaaS business and diverted from day-to-day UCaaS business operations, which may disrupt net2phone’s ongoing business and, consequently, both the UCaaS and CCaaS businesses.
Risks Related to Our Traditional Communications Business
Each of our BOSS Revolution Calling and IDT Global businesses is highly sensitive to declining prices, which may adversely affect our revenues and profitability.
The worldwide telecommunications industry is characterized by intense price competition, which has resulted in declines in both our average per-minute price realizations and our average per-minute termination costs. Many of our competitors continue to aggressively price their services or offer them for free. The intense competition has led to continued erosion in our pricing power, in both our retail and wholesale markets, and we have generally had to pass along all or some of the savings we achieve on our per-minute costs to our customers in the form of lower prices. In the case of some international calling locations, when average per minute termination cost decline to a nominal amount, indirect competitors, such as wireless carriers, may include calls to those locations at no extra cost, which increases our risk of losing customers. Any price increase by either our BOSS Revolution Calling, or IDT Global business may result in our prices becoming less attractive to customers, which may result in a reduction of revenue. If these trends in pricing continue or accelerate, it could have a material adverse effect on the revenues generated by our BOSS Revolution Calling and IDT Global businesses and/or our profitability.
| 30 |
We may not be able to obtain sufficient or cost-effective termination capacity to particular destinations, which could adversely affect our revenues and profits.
Most of our telecommunications’ traffic is terminated through third-party providers. In order to support our minutes of use demands and geographic footprint, we may need to obtain additional termination capacity or destinations. We may not be able to obtain sufficient termination capacity from high-quality carriers to particular destinations or may have to pay significant amounts to obtain such capacity. This could result in our not being able to support our minutes of use demands or in higher cost-per-minute to particular destinations, which could adversely affect our revenues and profits.
The termination of our carrier agreements with partners or our inability to enter into carrier agreements in the future could materially and adversely affect our ability to compete, which could reduce our revenues and profits.
We rely upon our carrier agreements with partners in order to provide our telecommunications services to our customers. These carrier agreements are for finite terms and, therefore, there can be no guarantee that these agreements will be renewed at all or on favorable terms to us. Our ability to compete would be adversely affected if our carrier agreements were terminated or we were unable to enter into carrier agreements in the future to provide our telecommunications services to our customers, which could result in a reduction of our revenues and profits.
Our U.K.-based businesses and business between the United Kingdom and other countries face risks related to the United Kingdom leaving the European Union (“Brexit”).
We operate our business worldwide, including meaningful operations in the United Kingdom. Accordingly, we are subjected to risks from changes in the regulatory environment in various countries. On June 23, 2016, the electorate in the United Kingdom voted in favor of leaving the European Union, or EU, (commonly referred to as “Brexit”). The United Kingdom formally left the EU on April 30, 2020 and had entered a transition period until December 31, 2020. The EU and the United Kingdom concluded the EU-UK Trade and Cooperation Agreement (the “TCA”) on December 24, 2020, which took effect provisionally on January 1, 2021, following the end of the formal transition period and will become formally applicable once ratified by both the United Kingdom and the EU. The TCA sets out the arrangements between the United Kingdom and EU on trade in certain areas (e.g., goods and some services, energy, fisheries, social security coordination), however there is still uncertainty over how its terms will play out in practice and there are still key aspects of the United Kingdom’s relationship with the EU which are not covered by the TCA, such as in respect of financial services. We expect that uncertainty over the terms of the TCA and other future agreements between the United Kingdom and EU will continue to cause political and economic uncertainty, which could harm our business and financial results. The withdrawal will, among other outcomes, disrupt the free movement of goods, services and people between the United Kingdom and the EU, and result in increased legal and regulatory complexities, as well as potential higher costs of conducting business in Europe. Until there is greater understanding on how the terms of the TCA will play out in practice, and until the terms of other potential agreements that the United Kingdom may eventually enter into with the EU are known, it is not possible to determine the extent of the impact that the United Kingdom’s departure from the EU and/or any related matters may have on us; however, any of these effects of Brexit, and others we cannot anticipate, could adversely affect our business, business opportunities, results of operations, financial condition, and cash flows. Likewise, similar actions taken by European and other countries in which we operate could have a similar or even more profound impact.
Further, Brexit could adversely affect European and worldwide economic or market conditions and could contribute to instability in global financial markets, and the value of the Pound Sterling currency or other currencies, including the Euro. We are exposed to the economic, market, and fiscal conditions in the United Kingdom and the EU and to changes in any of these conditions.
IDT Financial Services Limited, or IDTFS, our Gibraltar-based bank, currently operates under a license from the Gibraltar Financial Services Commission. As an overseas British Territory, following the expiration of the Brexit transition period, the passporting rights previously enjoyed by IDTFS under EU law have ceased to be in effect. AlthoughSince we are currently seekingdid not secure an e-money license issued byfrom an EU country since this was not secured prior to expiration of the transition period, alternative arrangements were made with third parties to service customers in EU countries previously serviced by IDTFS. Our inability to service these customers will lead to a reduction in the revenues previously earned from them.
| 31 |
Risk Related to Our Financial Condition
We hold cash, cash equivalents, debt securities and equity investments that are subject to various market risks.
At July 31, 2022, we had cash, cash equivalents, debt securities, and current equity investments of $137.7 million. Debt securities and equity investments carry a degree of risk, as there can be no assurance that we can redeem them at any time and that our investment managers will be able to accurately predict the course of price movements and, in general, the securities markets have in recent years been characterized by great volatility and unpredictability. As a result of these different market risks, our holdings of cash, cash equivalents, debt securities and equity investments could be materially and adversely affected.
If we fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results, and current and potential stockholders may lose confidence in our financial reporting which could have a negative effect on the trading price of our stock.
We are required by the Securities and Exchange Commission to establish and maintain adequate internal control over financial reporting that provides reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements in accordance with accounting principles generally accepted in the United States. We are likewise required, on a quarterly basis, to evaluate the effectiveness of our internal controls and to disclose any changes and material weaknesses in those internal controls. 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
We cannot be certain that we will continue to maintain an effective system of internal control over our financial reporting in future periods. Any failure to maintain such internal controls could adversely impact our ability to report our financial results on a timely and accurate basis. If our financial statements are not accurate, investors may not have a complete understanding of our operations. Likewise, if our financial statements are not filed on a timely basis as required by the Securities and Exchange Commission and The New York Stock Exchange, we could face severe consequences from those authorities. In either case, there could result a material adverse effect on our business. Inferior internal controls could also cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our stock.
Risk Related to Our Financial Condition
We hold cash, cash equivalents, debt securities and equity investments that are subject to various market risks.
At July 31, 2021, we had cash, cash equivalents, debt securities, and current equity investments of $163.6 million. Debt securities and equity investments carry a degree of risk, as there can be no assurance that we can redeem them at any time and that our investment managers will be able to accurately predict the course of price movements and, in general, the securities markets have in recent years been characterized by great volatility and unpredictability. As a result of these different market risks, our holdings of cash, cash equivalents, debt securities and equity investments could be materially and adversely affected.
Intellectual Property, Tax, Regulatory, and Litigation Risks
We provide communications and payment services to consumers and are therefore subject to various federal and state laws and regulations.
As a provider of communications and payment services to consumers, such as BOSS Revolution Calling or BOSS Revolution Money, Transfer, we are subject to various federal and state laws and regulations relating to the manner in which we advertise our services, describe and present the terms of our services, and communicate with our customers and consumers in general. Compliance with these laws requires us to be constantly vigilant as they often vary from state to state. Failure to comply with these laws could result in action being taken by federal and state agencies or offices responsible for consumer protection, like the Federal Trade Commission, or FTC, which could have a materially adverse effect on our results of operations, financial condition, revenues, and profits.
We may be adversely affected if we fail to protect our proprietary technology.
We depend on proprietary technology and other intellectual property rights in conducting our various business operations. We rely on a combination of patents, copyrights, trademarks and trade secret protection and contractual rights to establish and protect our proprietary rights. Circumstances outside our control could pose a threat to our intellectual property rights. For example, effective intellectual property protection may not be available in every country in which our products and services are distributed. Also, the efforts we have taken to protect our proprietary rights may not be sufficient or effective.effective enough. Any significant impairment of our intellectual property rights could harm our business or our ability to compete. Also, protecting our intellectual property rights is costly and time consuming. Any increase in the unauthorized use of our intellectual property could make it more expensive to do business and harm our operating results. Failure of our patents, copyrights, trademarks, and trade secret protection, non-disclosure agreements and other measures to provide protection of our technology and our intellectual property rights could enable our competitors to more effectively compete with us and have an adverse effect on our business, financial condition, and results of operations.
Rapid, significant, and disruptive technological changes impact the industries in which we operate, and we expect new services and technologies to continue to emerge and evolve. We cannot predict the effects of technological changes on our businesses. Developing and incorporating new technologies into our products and services may require significant investment, take considerable time, and ultimately may not be successful.
| 32 |
In addition, we may be required to litigate in the future to enforce our intellectual property rights, to protect our trade secrets, to determine the validity and scope of the proprietary rights of others, or to defend against claims of infringement or invalidity. Any such litigation could result in substantial costs and diversion of resources and could have a material adverse effect on our business, financial condition, or results of operations, and there can be no assurances that we will be successful in any such litigation.
We may be subject to claims of infringement of intellectual property rights of others, which could have a material adverse effect on our results of operations, financial condition, revenues, and profits.
Companies in the telecommunications industry and other industries in which we compete own large numbers of patents, copyrights and trademarks and frequently enter into litigation based on allegations of infringement or other violations of intellectual property rights. As we face increasing competition, the possibility of intellectual property claims against us grows. Although we do not believe that we infringe upon the intellectual property rights of others, our technologies may not be able to withstand any third-party claims or rights against their use. From time to time we may be subject to claims and legal proceedings from third parties regarding alleged infringement by us of trademarks, copyrights, patents and other intellectual property rights. Such suits can be expensive and time consuming and could distract us and our management from focusing on our businesses. Further, loss of such suits could result in financial burdens and the requirement to modify our modes of operation, which could materially adversely affect our business.
We are subject to tax and regulatory audits which could result in the imposition of liabilities that may or may not have been reserved.
We are subject to audits by taxing and regulatory authorities with respect to certain of our income and operations. These audits can cover periods for several years prior to the date the audit is undertaken and could result in the imposition of liabilities, interest and penalties if our positions are not accepted by the auditing entity.
Our 2017 FCC Form 499-A, which reports our calendar year 2016 revenue is currently under audit by the Universal Service Administrative Company, or USAC. The Internal Audit Division of USAC issued preliminary audit findings and we have, in accordance with audit procedures, appealed certain of the findings. We are awaiting a final decision by USAC on the preliminary audit findings. Depending on the findings contained in the final decision, we may further appeal to the FCC. As of July 31, 2021,2022, our accrued expenses included $38.3$33.2 million for FCC-related regulatory fees for the year covered by the audit, as well as prior and subsequent years. If we do not properly calculate, or have not properly calculated, the amount payable by us to the FCC, we may be subject to interest and penalties.
We are subject to value added tax, or VAT, audits from time-to-time in various jurisdictions. In the conduct of such audits, we may be required to disclose information of a sensitive nature and, in general, to modify the way we have conducted business with our distributors until the present, which may affect our business in an adverse manner.
We are also subject to audits in various jurisdictions for various other taxes, including utility excise tax, sales and use tax, communications services tax, gross receipts tax and property tax.
We may be subject to state sales taxes that we have not paid, collected from our customers, or reserved for on our financial statements, which could materially and adversely affect our business, financial condition and operating results.
On June 21, 2018, the United States Supreme Court rendered a decision in South Dakota v. Wayfair, Inc., holding that a state may require a remote seller with no physical presence in the state to collect and remit sales tax on goods and services provided to purchasers in the state, overturning certain existing court precedent. We have evaluated our state tax filings with respect to the Wayfair decision and are in the process of reviewing our remittance practices. It is possible that one or more jurisdictions may assert that we have liability for periods for which we have not collected sales, use or other similar taxes, and if such an assertion or assertions were successful it could materially and adversely affect our business, financial condition, and operating results. One or more jurisdictions may change their laws or policies to apply their sales, use or other similar taxes to our operations, and if such changes were made it could materially and adversely affect our business, financial condition, and operating results.
Our business is subject to strict regulation under federal law regarding anti-money laundering and anti-terrorist financing. Failure to comply with such laws, or abuse of our programs for purposes of money laundering or terrorist financing, could have a material adverse impact on our business, financial condition, and operating results.
Provisions of the USA PATRIOT Act, the Bank Secrecy Act and other federal laws impose substantial regulations on financial institutions that are designed to prevent money laundering and the financing of terrorist organizations. Increasing regulatory scrutiny of our industry with respect to money laundering and terrorist financing matters could result in more aggressive enforcement of these laws or the enactment of more onerous regulation, which could have a material adverse impact on our business. In addition, abuse of our money transfer services or prepaid card programs for purposes of money laundering or terrorist financing, notwithstanding our efforts to prevent such abuse through our regulatory compliance and risk management programs, could cause reputational or other harm that would have a material adverse impact on our business, financial condition, and operating results.
| 33 |
Our business is subject to a wide range of laws and regulations intended to help detect and prevent illegal or illicit activity and our failure, or the failure of one of our disbursement partners or payment processors to comply with those laws and regulations could harm our business, financial condition, and operating results.
Our money transfer and network branded prepaid card services are subject to a strict set of legal and regulatory requirements intended to help detect and prevent money laundering, terrorist financing, fraud, and other illicit activity. The interpretation of those requirements by judges, regulatory bodies and enforcement agencies is changing, often quickly and with little notice. Economic and trade sanctions programs that are administered by the U.S. Treasury Department’s Office of Foreign Assets Control, or OFAC, prohibit or restrict transactions to or from or dealings with specified countries, their governments, and in certain circumstances, with individuals and entities that are specially designated nationals of those countries, narcotics traffickers and terrorists or terrorist organizations. As federal, state, and foreign legislative regulatory scrutiny and enforcement action in these areas increase, we expect our costs to comply with these requirements will increase, perhaps substantially. Failure to comply with any of these requirements by us, our regulated retailers or our disbursement partners could result in the suspension or revocation of a money transmitter license, the limitation, suspension or termination of our services, the seizure and/or forfeiture of our assets and/or the imposition of civil and criminal penalties, including fines.
Furthermore, failure by us or our agents to comply with applicable laws and regulations could also result in termination of contracts with our banks and/or merchant payment processors. Termination of services by one of our retail banks would seriously diminish our ability to collect funds from our BOSS Revolution agents. Likewise, termination of services by our merchant processor would negatively impact our ability to process payments in our digital channels.
The foregoing laws and regulations are constantly evolving, unclear and inconsistent across various jurisdictions, making compliance challenging. If we fail to update our compliance system to reflect legislative or regulatory developments, we could incur penalties. New legislation, changes in laws or regulations, implementing rules and regulations, litigation, court rulings, changes in industry practices or standards, changes in systems rules or requirements or other similar events could expose us to increased compliance costs, liability, reputational damage, and could reduce the market value of our money transfer and network branded prepaid card services or render them less profitable or obsolete.
The Dodd-Frank Act, as well as the regulations required by the Dodd-Frank Act and the Consumer Financial Protection Bureau could harm us and the scope of our activities, and could harm our operations, results of operations, and financial condition.
The Dodd-Frank Act, which became law in the United States on July 21, 2010, calls for significant structural reforms and substantive regulation across the financial services industry. In addition, the Dodd-Frank Act created the Consumer Financial Protection Bureau, or CFPB, whose purpose is to issue and enforce consumer protection initiatives governing financial products and services, including money transfer services.
We may be subject to examination by the CFPB, which has broad authority to enforce consumer financial laws. The CFPB has a large budget and staff and has broad authority with respect to our money transfer service and related business. It is authorized to collect fines and provide consumer restitution in the event of violations, engage in consumer financial education, track consumer complaints, request data and promote the availability of financial services to underserved consumers and communities. In addition, the CFPB may adopt other regulations governing consumer financial services, including regulations defining unfair, deceptive, or abusive acts or practices, and new model disclosures. The CFPB’s authority to change regulations adopted in the past by other regulators, or to rescind or alter past regulatory guidance, could increase our compliance costs and litigation exposure.
The Dodd-Frank Act establishes a Financial Stability Oversight Counsel that is authorized to designate as “systemically important” non-bank financial companies and payment systems. Companies designated under either standard will become subject to new regulation and regulatory supervision. If we were designated under either standard, the additional regulatory and supervisory requirements could result in costly new compliance burdens or may require changes in the way we conduct business that could harm our business, financial condition, and operating results.
We are subject to licensing and other requirements imposed by U.S. state regulators, and the U.S. federal government. If we were found to be subject to or in violation of any laws or regulations governing money transmitters, we could lose our licenses, be subject to liability or be forced to change our business practices, which could harm our operations, results of operations, and financial condition.
A number of states and territories have enacted legislation regulating money transmitters, with 49 states requiring a license as of July 31, 2021.2022. At July 31, 2021,2022, we had obtained licenses to operate as a money transmitter in 48 U.S. states and Washington, D.C. and Puerto Rico. We are also registered as money services businesses with the Financial Crimes Enforcement Network of the U.S. Department of the Treasury, or FinCEN. As a licensed money transmitter, we are subject to bonding requirements, liquidity requirements, restrictions on our investment of customer funds, reporting requirements, and inspection by state and foreign regulatory agencies. If we were found to be subject to and in violation of any banking or money services laws or regulations, we could be subject to liability or additional restrictions, such as increased liquidity requirements. In addition, our licenses could be revoked, or we could be forced to cease doing business or change our practices in certain states or jurisdictions or be required to obtain additional licenses or regulatory approvals that could impose a substantial cost on us. Regulators could also impose other regulatory orders and sanctions on us. Any change to our business practices that makes our service less attractive to customers or prohibits use of our services by residents of a particular jurisdiction could decrease our transaction volume and harm our business, financial condition, and operating results.
| 34 |
Our disbursement partners generally are regulated institutions in their home jurisdiction, and money transfers are regulated by governments in both the United States and in the jurisdiction of the recipient. If our disbursement partners fail to comply with applicable laws, it could harm our business., results of operations, and financial condition.
Money transfers are regulated by state, federal and foreign governments. Many of our disbursement partners are banks that are heavily regulated by their home jurisdictions. Our non-bank disbursement partners are also subject to money transfer regulations. We require regulatory compliance as a condition to our continued relationship, perform due diligence on our disbursement partners, and monitor them periodically with the goal of meeting regulatory expectations. However, there are limits to the extent to which we can monitor their regulatory compliance. Any determination that our disbursement partners or their sub-disbursement partners have violated laws and regulations could seriously damage our reputation, resulting in diminished revenue and profit and increased operating costs. While our services are not directly regulated by governments outside the United States, except with respect to our Gibraltar bank as discussed below, it is possible that in some cases we could be liable for the failure of our disbursement partners or their sub-disbursement partners to comply with laws, which also could harm our business, financial condition, and results of operations.
IDTFS in Gibraltar is regulated by the Gibraltar FSC, and, as such, is subject to Gibraltarian and EU laws relating to financial institutions. As an issuer of prepaid debit cards for programs operated by other entities, commonly known as program managers, IDTFS is responsible, inter alia, for anti-money laundering laws oversight and compliance. If we were to fail to implement the requisite controls or follow the rules and procedures mandated by the FSC and applicable law, we could be subject to regulatory fines, and even the loss of our banking license.
We receive, store, process and use personal information and other data, which subjects us to governmental regulation and other legal obligations related to privacy. Our actual or perceived failure to comply with such obligations could harm our business, financial condition, and results of operations.
We receive, store, and process personal information and other customer data, including bank account numbers, credit and debit card information, identification numbers, and images of government identification cards. As a result, we are required to comply with the privacy provisions of the Gramm-Leach-Bliley Act of 1999, or the Gramm-Leach-Bliley Act, and the Payment Card Industry Data Security Standard, or PCI DSS. There are also numerous other federal, state, local and international laws, , such as the California Consumer Privacy Act (CCPA) and the European Union’sEU’s General Data Protection Regulation (GDPR), regarding privacy and the storing, sharing, use, processing, disclosure and protection of personal information and other customer data, the scope of which are changing, subject to differing interpretations, and may be inconsistent among different jurisdictions or conflict with other applicable rules. It is possible that these obligations may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another and may conflict with other rules or our business practices.
Additionally, with advances in computer capabilities and data protection requirements to address ongoing threats, we may be required to expend significant capital and other resources to protect against potential security breaches or to alleviate problems caused by security breaches.
Any failure or perceived failure by us to comply with our privacy policies, our privacy-related obligations to customers or other third parties, or our privacy-related legal obligations, or any compromise of security that results in the unauthorized release or transfer of personally identifiable information or other customer data, may result in governmental enforcement actions, fines, or litigation. If there is a breach of credit or debit card information that we store, we could also be liable to the issuing banks for their cost of issuing new cards and related expenses. In addition, a significant breach could result in our being prohibited from processing transactions for any of the relevant network organizations, such as Visa or MasterCard, which would harm our business. If any third parties with whom we work, such as marketing partners, vendors, or developers, violate applicable laws or our policies, such violations may put our customers’ information at risk and could harm our business. Any negative publicity arising out of a data breach or failure to comply with applicable privacy requirements could damage our reputation and cause our customers to lose trust in us, which could harm our business, results of operations, financial position, and potential for growth.
| 35 |
We may be harmed by certain imminent FCC Orders and rules that effect the telecommunications marketplace.
In the Telephone Robocall Abuse Criminal Enforcement and Deterrence, or TRACED, Act, Congress gave the FCC new tools to fight unwanted, and often illegal, robocalls, the top consumer complaint reported to the FCC annually. The TRACED Act required the FCC to mandate the STIR/SHAKEN caller identification framework. STIR/SHAKEN enables phone companies to verify that the caller ID information transmitted with a call matches the caller’s real phone number. The FCC has issued a series of Orders and adopted several rules to implement the TRACED Act. For example, by June 30, 2021, many domestic and foreign carriers must register with the FCC specifically for TRACED Act compliance. Initially, the FCC concluded that by September 28, 2021, we and other similarly situated carriers would not be able to accept certain IP-based telecommunications traffic from foreign and domestic carrier partners unless those carriers are registered with the FCC. However, the FCC temporarily suspended this obligation while it reconsiders its impact. We believe the FCC will eventually reinstate the rule or implement a new rule that will have a comparable impact upon us and the industry as a whole. We also believe the FCC will continue to address and refine its rules in this area. Of equal importance, carriers such as us have the right to “sign” their traffic, effectively attesting that the traffic they are transmitting is not illegal robocalls.
The FCC’s rules present several concerns to all carriers. Notably, the rules extend to many foreign carriers, and it is unclear whether foreign carriers will be sufficiently educated and experienced to implement U.S. rules and regulations. Foreign carrier compliance, or the lack thereof, could impact U.S. carriers as they seek to meet their own regulatory obligations. There may also be changes in the marketplace as foreign carriers may look to limit U.S. carrier partners to whom they transmit calls for termination in the U.S. that are subject to the STIR/SHAKEN rules.
In Canada, the CRTC is implementing near-identical STIR/SHAKEN rules as the FCC is implementing in the U.S. although it is not apparent whether the Canadian regulator will punish service providers who fail to meet their obligations with the zealousness of the U.S. regulator. We find it likely that additional national communications regulators will implement similar, if not identical, STIR/SHAKEN legislation.
We anticipate meeting our regulatory obligations under the STIR/SHAKEN rules and we are undertaking efforts to prevent us from being harmed by potential changes in the marketplace. Nevertheless, the FCC’s rules allow for the possibility that well-prepared carriers with anti-robocalling procedures in place may fail and be punished for their failure, despite their best efforts. Moreover, because the STIR/SHAKEN rules may have a significant impact on the telecommunications marketplace, it is difficult to predict their outcome. We are prepared for the implementation of STIR/SHAKEN but are concerned about its impact on the market as a whole and on us specifically.
Federal and state regulations may be passed that could harm our business, financial condition, and results of operations.
Our ability to provide VoIP communications services at attractive rates arises in large part from the fact that VoIP services are not currently subject to the same level of regulation as traditional, switch-based telephony. The use of the Internet and private IP networks to provide voice communications services is largely unregulated within the United States, although several foreign governments have adopted laws and/or regulations that could restrict or prohibit the provision of voice communications services over the Internet or private IP networks. In the United States, the California PUC has initiated a proceeding under which we believe the PUC will expand its authority to regulate interconnected VOIP. Other states are near-certain to follow the California PUC’s lead. If interconnected VoIP services become subject to state regulation and/or additional regulation by the FCC, such regulation will likely lead to higher costs and reduce or eliminate the competitive advantage interconnected VoIP holds, by virtue of its lesser regulatory oversight, over traditional telecommunications services. More aggressive regulation of the Internet in general, and Internet telephony providers and services specifically, may materially and adversely affect our business, financial condition, and results of operations.
Our ability to offer services outside of the United States is subject to the local regulatory environment, which may be unfavorable, complicated, and often uncertain.
Regulatory treatment outside the United States varies from country to country. We distribute our products and services through resellers that may be subject to telecommunications regulations in their home countries. The failure of these resellers to comply with these laws and regulations could reduce our revenue and profitability or expose us to audits and other regulatory proceedings. Regulatory developments such as these could have a material adverse effect on our operating results.
| 36 |
In many countries in which we operate, or our services are sold, the status of the laws that may relate to our services is unclear. We cannot be certain that our customers, resellers, or other affiliates are currently in compliance with regulatory or other legal requirements in their respective countries, that they or we will be able to comply with existing or future requirements, and/or that they or we will continue in compliance with any requirements. Our failure or the failure of those with whom we transact business to comply with these requirements could materially adversely affect our business, financial condition, and results of operations.
While we expect additional regulation of our industry in some or all of these areas, and we expect continuing changes in the regulatory environment as new and proposed regulations are reviewed, revised and amended, we cannot predict with certainty what impact new laws in these areas will have on us, if any.
net2phone’s VoIP services are subject to regulation in the United States and Canada. Future legislative, regulatory, or judicial actions could adversely affect net2phone’s business and expose it to liability and limit its growth potential.
The United States and Canada have applied some traditional telephone company regulations to VoIP and continue to evaluate how VoIP should be regulated, as are other countries as we expand globally. The effects of future regulatory developments are uncertain. At the federal level in the United States, the FCC has imposed certain telecommunications regulations on VoIP services including, but not limited to:
| ■ | Requirements to provide E-911 service; |
| ■ | Communications Assistance for Law Enforcement Act obligations; |
| ■ | Obligation to support Universal Service; |
| ■ | Customer Proprietary Network Information, or CPNI, requirements; |
| ■ | Disability access obligations; |
| ■ | Local Number Portability requirements; and |
| ■ | Consumer protection, including protection from unwanted telemarketing and other calls. |
In Canada, the Canadian Radio-Television and Telecommunications Commission, or CRTC, regulates VoIP Service. These regulated services are similar to those regulated in the United States discussed above. Future legislative, judicial, or other regulatory actions could have a negative effect on net2phone’s business. If net2phone becomesWe are subject to additionala variety of other federal, state and international laws and regulations as well as oversight from a variety of governmental agencies and public service commissions. The laws governing our business may change in ways that harm our business. Federal, state or international governmental agencies administering and enforcing such laws may also choose to interpret and apply them in ways that harm our business. These interpretations are also subject to change. Regulatory action could materially impair or force us to change our business model and may adversely affect our revenue, increase our compliance costs, and reduce our profitability. In addition, governmental agencies such as the Securities and Exchange Commission, Internal Revenue Service, FTC, FCC, and state taxing authorities may conclude that we have violated federal laws, state laws or other rules and regulations, applicableand we could be subject to telecommunications providers we may incur significant litigation and compliance costs, and net2phone may havefines, penalties or other actions that could adversely impact our financial results or our ability to restructure its service offerings, exit certain markets, or raise the price of its services, any of which could cause its services to be less attractive to customers. In addition, future regulatory developments could increase our cost of doing business and limit our growth.
conduct business.
We are subject to legal proceedings in the ordinary course of business that may have a material adverse effect on our business, results of operations, cash flows, or financial condition.
Various legal proceedings that have arisen or may arise in the ordinary course of business have not been finally adjudicated, which may have a material adverse effect on our results of operations, cash flows, or financial condition (see Note 23 to our Consolidated Financial Statements in Item 38 to Part I “Legal Proceedings” included elsewhere inII of this Annual Report).
Our telecommunications services are required to comply with industry standards, FCC regulations, privacy laws as well as certain state and local jurisdiction specific regulations. Failure to comply with existing laws and any new laws that may become applicable to us may subject us to penalties, increase our operation costs, and may also require us to modify existing products and/or service.
The acceptance of telecommunications services is dependent upon our meeting certain industry standards. We are required to comply with certain rules and regulations of the FCC regarding safety standards. Standards are continuously being modified and replaced. As standards evolve, we may be required to modify our existing products or develop and support new versions of our products. We must comply with certain federal, state, and local requirements regarding how we interact with our customers, including marketing practices, consumer protection, privacy, and billing issues, the provision of 9-1-1 emergency service and the quality of service we provide to our customers. The failure of our products and services to comply, or delays in compliance, with various existing and evolving standards could delay future offerings and impact our revenues and profitability. Changes to the Universal Service Fund by the FCC or various state Universal Service Funds may require us to increase our costs which could negatively affect revenue and profitability.
| 37 |
We are subject to Federal laws and FCC regulations that require us to protect customer information. While we have protections in place to protect customer information there is no assurance that our systems will not be subject to failure or intentional fraudulent attack. The failure to protect required information could subject us to penalties and diminish the confidence our customers have in our systems, which could negatively affect results. While we try to comply with all applicable data protection laws, regulations, standards, and codes of conduct, as well as our own posted privacy policies and contractual commitments to the extent possible, any failure by us to protect our customers’ privacy and data, including as a result of our systems being compromised by hacking or other malicious or surreptitious activity, could result in a loss of customer confidence in our services and ultimately in a loss of customers, which could materially and adversely affect our business as well as subject us to law suits, civil fines and criminal penalties.
Governmental entities, class action lawyers and consumer advocates are reviewing the data collection and use by companies that must maintain such data. Our own requirements as well as regulatory codes of conduct, enforcement actions by regulatory agencies, and lawsuits by other parties could impose additional compliance costs on us as well as subject us to unknown potential liabilities. These evolving laws, rules and practices may also curtail our current business activities, which may delay or affect our ability to become profitable as well as affect customers and other business opportunities.
In addition, several foreign countries and governmental bodies, including the EU, Brazil and Canada, have laws and regulations concerning the collection and use of personally identifiable information obtained from their residents, including payment card information, which are often more restrictive than those in the U.S. Laws and regulations in these jurisdictions apply broadly to the collection, use, storage, disclosure and security of personally identifiable information, including payment card information identifying, or which may be used to identify, an individual, such as names, email addresses and, in some jurisdictions, IP addresses, device identifiers and other data. As we conduct business or become deemed to conduct business in foreign jurisdictions, including through websites that we host that may be available in these locations, we may become subject to those laws and regulations.
We are also subject to the privacy and data protection-related obligations in our contracts with our customers and other third parties. Any failure, or perceived failure, to comply with federal, state, or international laws, or to comply with our contractual obligations related to privacy, could result in proceedings or actions against us which could result in significant liability to us as well as harm to our reputation. Additionally, third parties with whom we contract may violate or appear to violate laws or regulations which could subject us to the same risks. Any new laws, regulations, other legal obligations or industry standards, or any changed interpretation of existing laws, regulations or other standards may require us to incur additional costs and restrict our business operations.
Our collection, processing, storage, use, and transmission of personal data could give rise to liabilities as a result of governmental regulation, conflicting legal requirements, differing views on data privacy, or security breaches.
We engage in electronic billing and processing of our customers using secure transmission of sometimes confidential information over public networks. We have systems and processes in place that we deem sufficient and industry standard that are designed to protect consumer information and prevent fraudulent credit card transactions and other security breaches. However, there is no guarantee that such systems and processes will not experience a failure. Our failure to protect against fraud or breaches may subject us to costly breach notification and other mitigation obligations, class action lawsuits, investigations, fines, forfeitures, or penalties from governmental agencies that could adversely affect our operating results. We may be unable to prevent our customers from fraudulently receiving goods and services. Personal data is increasingly subject to legal and regulatory protections around the world, which vary widely in approach and which possibly conflict with one another. In recent years, for example, U.S. legislators and regulatory agencies, such as the FTC, as well as U.S. states have increased their focus on protecting personal data by law and regulation and have increased enforcement actions for violations of privacy and data protection requirements. As of January 1, 2020, the CCPA requires, among other things, covered companies to provide new disclosures to California consumers, and afford such consumers new abilities to opt-out of certain sales of personal information. While we believe that we are not a covered entity under the law, the effects of the CCPA potentially are significant, and may require us to modify our data processing practices and policies and to incur substantial costs and expenses in an effort to comply. We may also from time to time be subject to, or face assertions that we are subject to, additional obligations relating to personal data by contract or due to assertions that self-regulatory obligations or industry standards apply to our practices.
We may also experience losses due to customer fraud and theft of service, such as fraudulent credit card transactions. Customers have, in the past, obtained access to our service without paying for monthly service and international toll calls by unlawfully using fraudulently obtained codes. If our existing anti-fraud procedures are not adequate or effective, consumer fraud and theft of service could have a material adverse effect on our business, financial condition, and operating results.
| 38 |
The GDPR and the Data Protection Act in the United Kingdom are intended to protect the privacy and security of personal data, including credit card information that is collected, processed, and transmitted in or from the relevant jurisdiction. We stopped hosting websites in GDPR-complaint countries or countries from which the bulk of business came from countries subject to GDPR. We also took steps to block those countries from accessing any other sites we host. While we do not currently provide services in countries where compliance would be required and are therefore not required to be compliant, if we did provide those services or otherwise were required to become complaint, implementation of and compliance with these laws and regulations may be more costly or take longer than we anticipate, or could otherwise adversely affect our business operations, which could negatively impact our financial position or cash flows.
Additionally, media coverage of data breaches has escalated, in part because of the increased number of enforcement actions, investigations, and lawsuits. As this focus and attention on privacy and data protection increases, we also risk exposure to potential liabilities and costs resulting from compliance with or any failure to comply with applicable legal requirements, conflicts among these legal requirements, or differences in approaches to privacy.
We could fail to comply with requirements for debit card, credit card, and other digital payment methods, which could have a material adverse effect on our revenues, results of operations, and financial condition.
A significant and increasing portion of our transactions are processed using debit cards, credit cards, and other digital payment methods. The banks, credit card companies, networks, and other payment processing providers impose strict regulatory, compliance, system, and other requirements to participate in such parties’ payment systems. We are required to comply with the privacy provisions of various federal and state privacy statutes and regulations, and the PCI DSS, each of which is subject to change at any time. Compliance with PCI DSS does not guarantee a completely secure environment and notwithstanding the results of this assessment there can be no assurance that payment card brands will not request further compliance assessments or set forth additional requirements to maintain access to credit card processing services. Compliance with PCI DSS is an ongoing effort, and the requirements evolve as new threats are identified. Compliance with these requirements is often difficult and costly, and our failure, or our counterparty’s failure, to comply may result in significant fines or civil penalties, regulatory enforcement action, liability under or termination of necessary agreements, each of which could have a material adverse effect on our financial position and/or operations and that of our distributors who could be liable as well.
Further, our payment services are subject to stringent requirements by regulators and trade organizations in various jurisdictions. Our payment services unit is subject to federal and state banking regulations, and we are also subject to further regulation by those states in which we are licensed as a money transmitter. We may not be able to comply with all such requirements in a timely manner or remain in compliance. If we are not in compliance, we could be subject to penalties or the termination of our rights to participate in such payment systems or provide such services, which could have a material negative impact on our ability to grow our businesses and our revenues and profits.
We face risks in our sales to certain market segments including, but not limited to, sales subject to HIPAA Regulations.
Our customers can use our services to store contact and other personal or identifying information, and to process, transmit, receive, store and retrieve a variety of communications and messages, including information about their own customers and other contacts. In addition, customers may use our services to store protected health information, or PHI, that is protected under the Health Insurance Portability and Accountability Act, or HIPAA. We have sold and will continue to attempt to sell to certain customer segments which may have requirements for additional privacy or security. In addition, sales may be made to customers that are subject to additional security requirements. Selling into segments with additional requirements increases potential liability which in some instances may be unlimited. While we believe we meet or exceed all requirements for sales into such segments, there is no assurance that our systems fully comply with all requirements. Noncompliance with laws and regulations relating to privacy and HIPAA may lead to significant fines, penalties or civil liability.
Our ability to offer services outside the United States is subject to different regulations which may be unknown and uncertain.
Regulatory treatment of VoIP providers outside the United States varies from country to country, and local jurisdictions. Many times, the laws are vague, unclear and regulations are not enforced uniformly. We are licensed as a VoIP seller in our international markets and are considering expanding to other countries. We also cannot control if our customers take their devices out of the United States and use them abroad. Our resellers may sell to customers who maintain facilities outside the United States. The failure by us or our customers and resellers to comply with laws and regulations could reduce our revenue and profitability. As we expand to additional countries there may be additional regulations that we are required to comply with, the failure to comply or properly assess regulations may subject us to penalties, fines and other actions which could materially affect our business.
| 39 |
Examinations by relevant tax authorities may result in material changes in related tax reserves for tax positions taken in previously filed tax returns or may impact the valuation of certain deferred income tax assets, such as net operating loss carry-forwards.
Based on the outcome of examinations by relevant tax authorities, or as a result of the expiration of statutes of limitations for specific jurisdictions, it is reasonably possible that the related tax reserves for tax positions taken regarding previously filed tax returns will materially change from those recorded in our financial statements. In addition, the outcome of examinations may impact the valuation of certain deferred income tax assets (such as net operating loss carry-forwards) in future periods. It is not possible to estimate the impact of the amount of such changes, if any, to previously recorded uncertain tax positions.
There may be a negative effect to our business going forward because of changes to net neutrality.
The principle that Internet service providers should treat all Internet communications equally, and not charge users different rates for various tiers of service or prioritize certain traffic while blocking or slowing down others, is called net neutrality. On January 4, 2018, the FCC released an order that largely repealed prior FCC rules that prevented broadband internet access providers from degrading or otherwise disrupting a broad range of services provisioned over consumers’ and enterprises’ broadband internet access lines. Many of the largest providers of broadband services, like cable companies and traditional telephone companies, have publicly stated that they will not degrade or disrupt their customers’ use of applications and services, like ours. However, there was no guarantee that they will not do so in the future. If such providers were to degrade, impair, or block our services, it would negatively impact our ability to provide services to our customers, and we would likely lose revenue and profits. We would probably incur legal fees in an attempt to restore our customers’ access to our services. Broadband internet access providers may also attempt to charge us or our customers additional fees to access services like ours that may result in the loss of customers and revenue, or increase our costs thereby reducing our profitability, or make our services less competitive if we increase our rates to our customers. President Biden and numerous Senators have criticized the current status of net neutrality, at this time we are not aware if there will be legislation that might reimpose the prior regulations.
Following the adoption of the January 4, 2018 order, a number of states passed laws establishing rules similar to those that existed prior to the effective date of the January 4, 2018 order. However, we cannot rely on those state laws because of the uncertainty as to whether states have the authority to establish rules that could be interpreted to conflict with the January 4, 2018 order. The U.S. Department of Justice has taken the position that local authorities do not have the authority to contradict the FCC’s January 4, 2018 order. We cannot predict the ultimate outcome of these disputes.
States are adding regulation for VoIP providers which could increase our costs and change certain aspects of our service.
Certain states take the position that offerings by VoIP providers may include intrastate communications and should therefore be subject to state regulation including state taxes or surcharges. We have registered as an interconnected VoIP provider in those states where registration is required; however, our rates are not regulated in the same manner as traditional telephone service providers. We believe that the FCC has pre-empted states from regulating VoIP providers in the same manner as providers of traditional telecommunications services. We cannot predict how this issue will be resolved or its impact on our business at this time.
Taxing authorities may successfully assert that we should have collected or in the future should collect sales and use, value added, or similar taxes, and any such assessments could adversely affect our business, financial condition, and results of operations.
Jurisdictions in which we do not collect sales, use, value added, or similar taxes on VoIP services or other products may assert that such taxes are applicable, which could result in tax assessments, penalties, and interest, and we may be required to collect such taxes in the future. Such tax assessments, penalties, interest, or future requirements could adversely affect our financial condition and results of operations. Further, in June 2018, the Supreme Court held in South Dakota v. Wayfair, Inc. that states could impose sales tax collection obligations on out-of-state sellers even if those sellers lack any physical presence within the states imposing the sales taxes. Under Wayfair, a person requires only a “substantial nexus” with the taxing state before the state may subject the person to sales tax collection obligations therein. An increasing number of states (both before and after the publication of Wayfair) have considered or adopted laws that attempt to impose sales tax collection obligations on out-of-state sellers. The Supreme Court’s Wayfair decision has removed a significant impediment to the enactment and enforcement of these laws, and it is possible that states may seek to tax out-of-state sellers on sales that occurred in prior tax years, which could create additional administrative burdens for us, put us at a competitive disadvantage if such states do not impose similar obligations on our competitors, and decrease our future sales, which would adversely impact our business, financial condition, and results of operations.
| 40 |
Risks Related to Our Capital Structure
Holders of our Class B common stock have significantly less voting power than holders of our Class A common stock.
Holders of our Class B common stock are entitled to one-tenth of a vote per share on all matters on which our stockholders are entitled to vote, while holders of our Class A common stock are entitled to three votes per share. As a result, the ability of holders of our Class B common stock to influence our management is limited.
Eight trusts for the benefit of sons and daughters of Howard S. Jonas, our Chairman and Chairman of the Board, hold shares that, in the aggregate, represent more than a majority of the combined voting power of our outstanding capital stock, which may limit the ability of other stockholders to affect our management.
EightHoward S. Jonas serves as our Chairman, which is an executive officer position, and our Chairman of the Board, which is a Board of Directors position. As of October 12, 2022, eight trusts for the benefit of children of Howard S. Jonas (the “Trusts”), our Chairman of the Board, collectively have voting power over 1,574,326 shares of our Class A common stock, (which is all the issued and outstanding shares of the Class A common stock), which are convertible into shares of our Class B common stock on a 1-for-1 basis, and 2,382,371 shares of our Class B common stock, representing approximately 69.5%69.7% of the combined voting power of our outstanding capital stock, as of October 12, 2021.2022. Each of the Trusts has a different, independent trustee. In addition, as of October 12, 2021,2022, The HSJ 2020 IDT Annuity Trust holds 2,219,8211,811,711 shares of our Class B common stock and The HSJ 2020 IDW-Zedge2022 Annuity Trust holds 119,311608,092 shares of our Class B common stock. Both of these trusts have an independent trustee.
Howard S. Jonas serves as our Chairman of the Board, which is not an officer position. However, he is our founder and served as an executive officer, including our Chief Executive Officer, for a very significant time period, and the members of the Board and management often look to him for guidance on major financial, operational and strategic matters.
Howard S. Jonas does not have the right to direct or control the voting of the shares of our common stock that is held by the Trusts, and the independent trustees hold sole voting and dispositive power over the common stock held by the Trusts. However, he is the trustor of the trusts and is the father of each of the beneficiaries of the Trusts and his views may be taken into account by the trustees and others related to the Trusts. In addition, he is our founder and has served as an executive officer, including our Chief Executive Officer, for a very significant time period. The members of the Board and management often look to him for guidance on major financial, operational, and strategic matters.
We are not aware of any voting agreement between or among any of the Trusts and/or Howard S. Jonas, but if such a voting agreement or other similar arrangement exists or were to be consummated, if all or several of the Trusts were to act in concert, or if we issued additional Class A common stock, certain or all of the Trusts and/or Howard S. Jonas along with holders of the Class A common stock would be able to control matters requiring approval by our stockholders, including the election of all of the directors, amendment of organizational documents and the approval of significant corporate transactions, including any merger, consolidation or sale of all or substantially all of our assets. As a result, the ability of any of our other stockholders to influence our management may be limited. In addition, our dual class structure has an anti-takeover effect, and accordingly, the holders of the shares of Class A common stock have the ability to prevent any change in control transactions that may otherwise be in the best interest of stockholders.
Item 1B. Unresolved Staff Comments.
None.
Item 2. Properties.
Our headquarters is located in a building in Newark, New Jersey that iswas previously owned by Rafael Holdings. We lease approximately 80,000 square feet of office space plus a portion of the 800-car public parking garage located across the street from the building. We also lease approximately 3,600 square feet of office space in Jerusalem, Israel that iswas also previously owned by Rafael Holdings. The Newark lease expires in April 2025 and the Israel lease expires in July 2025.
We lease space in New York, New York for corporate purposes as well as a number of other locations in metropolitan areas. These leased spaces are utilized primarily to house telecommunications equipment and retail operations.
We maintain our European headquarters in London, England. We also maintain other international office locations and telecommunications facilities in regions of Europe, Latin America, the Middle East, Asia, and Africa where we conduct operations.
Item 3. Legal Proceedings.
On January 22, 2019, Jose Rosales filed a putative class action against IDT America, IDT Domestic Telecom and IDT InternationalLegal proceedings disclosure is presented in California state court alleging certain violationsNote 23 to our Consolidated Financial Statements in Item 8 to Part II of employment law. Plaintiff alleges that these companies failed to compensate members of the putative class in accordance with California law. In August 2019, we filed a cross complaint against Rosales alleging trade secret and other violations. The parties are now seeking court approval of a settlement agreement.
On April 24, 2018, Sprint Communications Company L.P. filed a patent infringement claim against us and certain of our affiliates in the U.S. District Court for the District of Delaware alleging infringement of U.S. Patent Nos. 6,298,064; 6,330,224; 6,343,084; 6,452,932; 6,463,052; 6,473,429; 6,563,918; 6,633,561; 6,697,340; 6,999,463; 7,286,561; 7,324,534; 7,327,728; 7,505,454; and 7,693,131. Plaintiff was seeking damages and injunctive relief. On June 28, 2018, Sprint dismissed the complaint without prejudice. We are evaluating the underlying claim, and at this stage, are unable to estimate our potential liability, if any. We intend to vigorously defend any claim of infringement of the listed patents.
On July 5, 2017, plaintiff JDS1, LLC, on behalf of itself and all other similarly situated stockholders of Straight Path, and derivatively on behalf of Straight Path as nominal defendant, filed a putative class action and derivative complaint in the Court of Chancery of the State of Delaware against us, The Patrick Henry Trust (a trust formed by Howard S. Jonas that held record and beneficial ownership of certain shares of Straight Path he formerly held), Howard S. Jonas, and each of Straight Path’s directors. The complaint alleges that we aided and abetted Straight Path Chairman of the Board and Chief Executive Officer Davidi Jonas, and Howard S. Jonas in his capacity as controlling stockholder of Straight Path, in breaching their fiduciary duties to Straight Path in connection with the settlement of claims between Straight Path and us related to potential indemnification claims concerning Straight Path’s obligations under the Consent Decree it entered into with the FCC, as well as the sale of Straight Path’s subsidiary Straight Path IP Group, Inc. to us in connection with that settlement. That action was consolidated with a similar action that was initiated by The Arbitrage Fund. The Plaintiffs are seeking, among other things, (i) a declaration that the action may be maintained as a class action or in the alternative, that demand on the Straight Path Board is excused; (ii) that the term sheet is invalid; (iii) awarding damages for the unfair price stockholders received in the merger between Straight Path and Verizon Communications Inc. for their shares of Straight Path’s Class B common stock; and (iv) ordering Howard S. Jonas, Davidi Jonas, and us to disgorge any profits for the benefit of the class Plaintiffs. On August 28, 2017, the Plaintiffs filed an amended complaint. On September 24, 2017, the Company filed a motion to dismiss the amended complaint, which was ultimately denied, and which denial was affirmed by the Delaware Supreme Court. The parties are engaged in discovery. The trial is currently scheduled for May 2022. We intend to vigorously defend this matter. At this stage, we are unable to estimate our potential liability, if any.
In addition to the foregoing, we are subject to other legal proceedings that have arisen in the ordinary course of business and have not been finally adjudicated. Although there can be no assurance in this regard, we believe that none of the other legal proceedings to which we are a party will have a material adverse effect on our results of operations, cash flows, or financial condition.Annual Report.
Item 4. Mine Safety Disclosures.
Not applicable.
Part II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Our Class B common stock trades on the New York Stock Exchange under the symbol “IDT.”
On October 12, 2021,2022, there were 284270 holders of record of our Class B common stock and eight holders of record of our Class A common stock. All shares of Class A common stock are beneficially owned by eight trusts for the benefit of children of Howard S. Jonas, our Chairman, and the Chairman of the Board. The number of holders of record of our Class B common stock does not include the number of persons whose shares are in nominee or in “street name” accounts through brokers. On October 12, 2021,2022, the last sales price reported on the New York Stock Exchange for the Class B common stock was $51.81$26.97 per share.
In fiscal 2018, our Board of Directors discontinued our quarterly dividend, electing instead to repurchase shares of our Class B common stock when warranted by market conditions, available resources, and our business outlook and results, as well as to invest in our growth business initiatives. Accordingly, no dividends were paid in fiscal 20212022 or fiscal 2020.2021.
The information required by Item 201(d) of Regulation S-K will be contained in our Proxy Statement for our Annual Stockholders Meeting, which we will file with the Securities and Exchange Commission within 120 days after July 31, 2021,2022, and which is incorporated by reference herein.
Performance Graph of Stock
We are a smaller reporting company as defined by Rule 12b-2 of the Securities and Exchange Act of 1934 and are not required to provide the information under this item.
Issuer Purchases of Equity Securities
The following table provides information with respect to purchases by us of our shares during the fourth quarter of fiscal 2021.2022.
Number of Shares Purchased | Price per Share |
|
| ||||||||||
| Total Number of Shares Purchased | Average Price per Share | Total Number of Shares Purchased as part of Publicly Announced Plans or Programs | Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs(1) | |||||||||||||
| May 1 – 31, 2022 | — | — | — | 5,768,497 | ||||||||||||
| June 1 – 30, 2022 | 347,835 | $ | 23.67 | 347,835 | 5,420,662 | |||||||||||
| July 1 – 31, 2022 | 206,909 | $ | 24.84 | 206,909 | 5,213,753 | |||||||||||
| Total | 554,744 | $ | 24.11 | 554,744 | ||||||||||||
| (1) | On January 22, 2016, our Board of Directors approved a stock repurchase program to purchase up to 8.0 million shares of our Class B common stock. |
Item 6. Selected Financial Data.[Reserved]
Smaller reporting companies are not required to provide the information required by this item.
| 42 |
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
This Annual Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements that contain the words “believes,” “anticipates,” “expects,” “plans,” “intends” and similar words and phrases. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from the results projected in any forward-looking statement. In addition to the factors specifically noted in the forward-looking statements, other important factors, risks and uncertainties that could result in those differences include, but are not limited to, those discussed under Item 1A to Part I “Risk Factors” in this Annual Report. The forward-looking statements are made as of the date of this Annual Report, and we assume no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those projected in the forward-looking statements. Investors should consult all of the information set forth in this report and the other information set forth from time to time in our reports filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933 and the Securities Exchange Act of 1934, including our reports on Forms 10-Q and 8-K.
We followed the disclosure requirements of Regulation S-K applicable to smaller reporting companies in this Annual Report on Form 10-K. In accordance with Item 10(f)(2) of Regulation S-K, we qualify as a “smaller reporting company” because our public float was below $200 million as of January 31, 2020, the last business day of our second quarter in fiscal 2020. Our public float as of January 29, 2021, the last business day of our second quarter in fiscal 2021, was $292.2 million. Therefore, in accordance with Item 10(f)(1) of Regulation S-K, we will transition from the scaled disclosure available to smaller reporting companies to the disclosure requirements applicable to all other companies beginning with our Quarterly Report on Form 10-Q for our first quarter in fiscal 2022.
The following discussion should be read in conjunction with the Consolidated Financial Statements and Notes thereto included in Item 8 of this Annual Report.
CRITICAL ACCOUNTING POLICIESESTIMATES
Our financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America, or U.S. GAAP. The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses as well as the disclosure of contingent assets and liabilities. Critical accounting policiesestimates are thoseestimates made in accordance with U.S. GAAP that require applicationinvolve a significant level of management’s most subjectiveestimation uncertainty and have had, or complex judgments, often asare reasonably likely to have, a resultmaterial impact on our financial condition or results of matters that are inherently uncertain and may change in subsequent periods.operations. Our critical accounting policiesestimates include those related to thegoodwill impairment testing, valuation of long-lived assets, allowance for doubtful accounts goodwill, valuation of long-lived assets,receivable, and income taxes, sales taxes, and regulatory agency fees. Management bases its estimates and judgments on historical experience and other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. See Note 1 to the Consolidated Financial Statements in Item 8 to Part II of this Annual Report for a complete discussion of our significant accounting policies.
Goodwill Impairment Testing
Goodwill is not amortized in accordance with U.S. GAAP. Instead, goodwill is reviewed annually for impairment at a level of reporting referred to as a reporting unit. A reporting unit is an operating segment, or one level below the operating segment, depending on whether certain criteria are met.
Our annual assessment date is May 1. An interim impairment test would be required whenever events or circumstances make it more likely than not that an impairment may have occurred. The goodwill impairment test compares the fair value of a reporting unit with its carrying amount. We 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. Additionally, we consider income tax effects from any tax-deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable.
We have the option to perform a qualitative assessment to determine whether it is necessary to perform the quantitative goodwill impairment test. However, we may elect to perform the quantitative goodwill impairment test even if no indications of a potential impairment exist.
Our goodwill was $26.4 million at July 31, 2022, of which $11.1 million was in our Retail Communications reporting unit, $9.7 million was in our net2phone reporting unit, $3.2 million was in our Fintech reporting unit, and $2.4 million was in our Mobile Top-Up reporting unit. Our goodwill was $14.9 million at July 31, 2021, of which $11.4 million was in our Retail Communications reporting unit, $1.5 million was in our net2phone reporting unit, and $2.0 million was in our Mobile Top-Up reporting unit.
For our annual goodwill impairment tests as of May 1, 2022 and 2021, we performed qualitative assessments for all of our reporting units that indicated that it was more likely than not that the fair values of our reporting units exceeded their respective carrying values and, therefore, did not result in an impairment. In addition, we do not believe we are currently at risk of goodwill impairment. Our qualitative assessments considered several factors including (i) the business enterprise value of the reporting unit from the last quantitative test at May 1, 2020 and the excess of the fair value over carrying value, (ii) macroeconomic conditions including changes in interest rates and discount rates, (iii) industry and market considerations including industry revenue, EBITDA margins, and multiples based on business enterprise value to revenues and to EBITDA, and (iv) the recent financial performance and budget of the reporting unit, as well as other factors.
For our quantitative assessment, we calculate the fair value of the reporting unit using a discounted cash flow method as a form of the income approach, and a market approach that incorporates comparative multiples to corroborate discounted cash flow results. The discounted cash flow method is based on the present value of projected cash flows and a terminal value. The terminal value represents the expected normalized future cash flows of the reporting unit beyond the projection period. We use a discount rate based on the weighted-average cost of capital of comparable companies by Standard Industrial Classification, or SIC, code that represents our estimate of the expected return a marketplace participant would have required.
Calculating the fair value of a reporting unit requires significant estimates and assumptions by management. The key assumptions and judgments underlying our quantitative assessment include the discount rates and terminal growth rates used in our discounted cash flow analysis, the revenue and EBITDA projections for our reporting units, estimates of future levels of gross and operating profits and capital expenditures, and the selection of comparable companies for the market approach. Should the estimates and assumptions regarding the fair value of the reporting units prove to be incorrect, we may be required to record impairments to goodwill in future periods.
Valuation of Long-Lived Assets
We test the recoverability of our long-lived assets whenever events or changes in circumstances indicate that the carrying value of any such asset may not be recoverable. Such events or changes in circumstances include:
| ■ | significant actual underperformance relative to expected performance or projected future operating results; | |
| ■ | significant changes in the manner or use of the asset or the strategy of our overall business; | |
| ■ | significant adverse changes in the business climate in which we operate; and | |
| ■ | loss of a significant contract. |
There were no such events or changes in circumstances in fiscal 2022 or fiscal 2021. If we determine that events or changes in circumstances indicate the carrying value of certain long-lived assets may not be recoverable, we test for impairment 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, we will record an impairment loss based on the difference between the estimated fair value and the carrying value of the asset. We generally measure fair value by considering sale prices for similar assets or by discounting estimated future cash flows from the asset using an appropriate discount rate. Cash flow projections for specific assets and fair value estimates of assets require significant estimates and assumptions by management that have a significant level of estimation uncertainty. Should our estimates and assumptions prove to be incorrect, we may be required to record impairments in future periods and such impairments could be material.
Allowance for Doubtful Accounts Receivable
Our allowance for doubtful accounts was $5.9 million at July 31, 2022 and $4.4 million at July 31, 2021 and $6.1 million at July 31, 2020.2021. The allowance for doubtful accounts as a percentage of gross trade accounts receivable decreased to 8.4% at July 31, 2022 from 8.7% at July 31, 2021 from 12.1%because, at July 31, 2020 because2022 compared to July 31, 2021, gross trade accounts receivable increased 37.4% and the allowance for doubtful accounts decreased 27.1% andincreased 32.5%. The most significant increases in the gross trade accounts receivable increased 1.7%balance at July 31, 20212022 compared to July 31, 2020.2021 were in BOSS Money and NRS.
We estimate the balance of our allowance for doubtful accounts by analyzing accounts receivable balances by age and applying historical write-off and collection trend rates. Our estimates include separately providing for customer receivables based on specific circumstances and credit conditions, and when it is deemed probable that the balance is uncollectible. Account balances are written off against the allowance when it is determined that the receivable will not be recovered. Our estimates of recoverability of customer accounts may change due to new developments, changes in assumptions or changes in our strategy, which may impact our allowance for doubtful accounts balance. We continually assess the likelihood of potential amounts or ranges of recoverability and adjust our allowance accordingly, however, actual collections and write-offs of trade accounts receivables may materially differ from our estimates.
Goodwill
Our goodwill is attributable to reporting units in our Traditional Communications segment and to net2phone-UCaaS, which is both a segment and a reporting unit. Goodwill was $14.9 million and $12.9 million at July 31, 2021 and 2020, respectively.
Goodwill is not amortized. Instead, goodwill is reviewed annually (or more frequently under various conditions) for impairment. We have the option to perform a qualitative assessment to determine whether it is necessary to perform the quantitative goodwill impairment test. However, we may elect to perform the quantitative goodwill impairment test even if no indications of a potential impairment exist.
When performing our quantitative annual, or interim, goodwill impairment test we are comparing the fair value of the reporting unit with its carrying amount. We 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 the reporting unit. Additionally, we consider income tax effects from any tax-deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. The fair value of the reporting unit is estimated using discounted cash flow methodologies, as well as considering third party market value indicators. Our use of a discounted cash flow methodology includes estimates of future revenue based upon budgets and projections. We also develop estimates for future levels of gross and operating profits and projected capital expenditures. Our methodology also includes the use of estimated discount rates based upon industry and competitor analysis as well as other factors.
In fiscal 2020, we performed a quantitative annual impairment test which resulted in no goodwill impairment since the estimated fair values of our reporting units substantially exceeded their carrying value. In fiscal 2021, we performed a qualitative assessment and determined that it was not necessary to perform the quantitative goodwill impairment test. In addition, we do not believe our reporting units are currently at risk of goodwill impairment. Calculating the fair value of the reporting units requires significant estimates and assumptions by management. Should the estimates and assumptions regarding the fair value of the reporting units prove to be incorrect, we may be required to record impairments to our goodwill in future periods and such impairments could be material.
Valuation of Long-Lived Assets
We test the recoverability of our long-lived assets whenever events or changes in circumstances indicate that the carrying value of any such asset may not be recoverable. Such events or changes in circumstances include:
There were no such events or changes in circumstances in fiscal 2021 or fiscal 2020. If we determine that the carrying value of certain long-lived assets may not be recoverable, we test for impairment 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, we will record an impairment loss based on the difference between the estimated fair value and the carrying value of the asset. We generally measure fair value by considering sale prices for similar assets or by discounting estimated future cash flows from the asset using an appropriate discount rate. Cash flow projections and fair value estimates require significant estimates and assumptions by management. Should our estimates and assumptions prove to be incorrect, we may be required to record impairments in future periods and such impairments could be material.
Income Taxes, Sales Taxes, and Regulatory Agency Fees
Our current and deferred income taxes and associated valuation allowance, accruals for sales taxes, and telecom regulatory agency fee accruals, are impacted by events and transactions arising in the normal course of business as well as in connection with special and non-routine items. Assessment of the appropriate amount of income taxes, sales taxes, and regulatory agency fees is dependent on several factors, including estimates of the timing and realization of deferred income tax assets, judgments about the potential results of audits changes in tax laws orand applicability of regulatory agency rules and regulations, as well as unanticipated future actions impacting related accruals ofjudgments and assumptions about changes in income tax, sales tax, and regulatory agency fees.laws, rules, or regulations.
The valuation allowance on our deferred income tax assets was $11.5$11.6 million and $58.7$11.5 million at July 31, 20212022 and 2020,2021, respectively. In fiscal 2021, we released $46.5 million of our valuation allowance on the portion of the deferred income tax assets that we are more likely than not going to utilize. This release was mostly related to domestic deferred income tax assets. We used the framework of Accounting Standards Codification, or ASC, Income Taxes (Topic 740) to determine whether the valuation allowance should be maintained or reversed. We considered the scheduled expiration of our net operating losses included in our deferred tax assets, projected future taxable income, and tax planning strategies in our assessment of the valuation allowance. The primary factors that resulted in the valuation allowance release were the three consecutive years of profitability in the United States and expected future profitability in both the United States and the United Kingdom that will utilize a significant portion of the net operating losses. Our tax planning strategies were not a significant factor in the analysis. In fiscal 2020, due to taxable income in the United States, we utilized deferred tax assets and released the corresponding valuation allowance to offset income tax expense of $3.5 million. In addition, in fiscal 2020, we released an additional $8.4 million of the valuation allowance on the portion of the deferred tax assets that we are more likely than not going to utilize because we forecasted future profitability in the United States.
| 44 |
On June 21, 2018, the United States Supreme Court rendered a decision in South Dakota v. Wayfair, Inc., holding that a state may require a remote seller with no physical presence in the state to collect and remit sales tax on goods and services provided to purchasers in the state, overturning certain existing court precedent. We have evaluated our state tax filings with respect to the Wayfair decision and are in the process of reviewing our remittance practices. It is possible that one or more jurisdictions may assert that we have liability for periods for which we have not collected sales, use or other similar taxes, and if such an assertion or assertions were successful it could materially and adversely affect our business, financial position, and operating results. One or more jurisdictions may change their laws or policies to apply their sales, use or other similar taxes to our operations, and if such changes were made it could materially and adversely affect our business, financial position, and operating results.
Our 2017 FCC Form 499-A, which reports our calendar year 2016 revenue, is currently under audit by the USAC. The Internal Audit Division of USAC issued preliminary audit findings and we have, in accordance with audit procedures, appealed certain of the findings. We are awaiting a final decision by USAC on the preliminary audit findings. Depending on the findings contained in the final decision, we may further appeal to the FCC. Although a final decision remains pending, we have been invoiced $2.9 million and $1.8 million on behalf of the Federal Telecommunications Relay Services Fund and on behalf of the Universal Service Fund, respectively. We do not intend to remit payment for these fees unless and until a negative decision on our appeal has been issued. In response to the aforementioned preliminary audit findings, we made certain changes to our filing policies and procedures for years that remain potentially under audit. At July 31, 20212022 and 2020,2021, our accrued expenses included $38.3$33.2 million and $40.8$38.3 million, respectively, for FCC-related regulatory fees for the year covered by the audit, as well as prior and subsequent years.
RECENTLY ISSUED ACCOUNTING STANDARDSTANDARDS NOT YET ADOPTED
In June 2016,2022, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, No. 2022-03, Fair Value Measurement (Topic 820), Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions, that clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The ASU also requires specific disclosures related to equity securities that are subject to contractual sales restrictions. We will adopt the amendments in this ASU prospectively on August 1, 2024. We are evaluating the impact that this ASU will have on our consolidated financial statements.
In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments, that 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 current expected credit 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 new provisions will be applied as a cumulative-effect adjustment to retained earnings. We will adopt the new standard on August 1, 2023. We are evaluating the impact that the new standard will have on our consolidated financial statements.
RESULTS OF OPERATIONS
As of August 1, 2020, we revised our reportable business segments to reflect the growth of our financial technology and cloud communications businesses and their increased contributions to our consolidated results. Our three reportable business segments, Fintech, net2phone-UCaaS, and Traditional Communications, reflect management’s approach to analyzing results, its resource allocation strategy, and its assessment of business performance. Comparative segment information has been reclassified and restated in all periods to conform to the current period presentation. We evaluate the performance of our business segments based primarily on income (loss) from operations. Accordingly, the income and expense line items below income (loss) from operations are only included in our discussion of the consolidated results of operations.
Coronavirus Disease (COVID-19)
We continue to monitor and respond to the impacts of the COVID-19 pandemic on all aspects of our business, including our customers, employees, suppliers, vendors, and business partners.
Operationally, our employees transitioned to work-from-home during the third quarter of fiscal 2020 and, to a large degree, continue to work-from-home. Beginning in the fourth quarter of fiscal 2021, certain of our employees returned to work in our offices on a part-timehybrid basis. Our salespeople, customer service employees, technicians, and delivery employees continue to serve our independent retailers, channel partners, and customers with minimal interruption.
| 45 |
COVID-19 has had mixed financial impacts on our businesses beginning in the third quarter of fiscal 2020 and continuing through the fourththird quarter of fiscal 2021.2022. It drove increases in demand for our consumer offerings, principally BOSS Revolution Money, Transfer, BOSS Revolution Calling and Mobile Top-Up, through our digital channels beginning in the latter half of March 2020. Subsequently, digital transaction levels have continued to increase relative to retailer originated transactions. Conversely,Correspondingly, sales of consumer offerings originating through retailers and channel partners slowed modestly in late March and April 2020 before stabilizing in the fourth quarter of fiscal 2020. COVID-19-related demand slowed the rate of decline in BOSS Revolution Calling revenue that we had experienced in prior periods, however, that impact was less significant beginning in the first quarter of fiscal 2022 compared to the similar periods in fiscal 2021, and the surge in demand for voice calls that began with the onset of the COVID-19 pandemic had eroded by the third quarter of fiscal 2022. NRS was immaterially impacted by the closure of some of its retailers in the third quarter of fiscal 2020, but most re-opened quickly and many attracted increased foot traffic following the onset of COVID-19 as local retailers arewere typically more accessible to pedestrian traffic than big box retailers. The resilience of local retailers has enabled NRS to continue to expand sales of terminals, payment processing, and advertising services. Carrier Services’IDT Global’s revenue, which had been declining as communications globally transition away from traditional international long-distance voice, declined more rapidly following the onset of COVID-19 as business communications shifted from calling to video conferencing and other collaboration platforms.
At the onset of the COVID-19 pandemic, the transition from offices to a more flexible workforce increased the demand for net2phone-UCaaS’net2phone’s offerings. Customers transitioned from their on-premises phone system to net2phone-UCaaS’net2phone’s cloud solution, ported their phone numbers, and quickly set-up their employees to work remotely. In April 2020, the release of Huddle, net2phone-UCaaS’net2phone’s integrated video conferencing solution, significantly improved net2phone-UCaaS’net2phone’s functionality for remote work, which also increased the demand for its services. COVID-19 had mixed financial impacts on net2phone-UCaaS’net2phone’s business beginning in the third quarter of fiscal 2020. Its customer base growth slowed somewhat in the second half of fiscal 2020 in certain Latin American markets due to decreased levels of economic activity in those markets. However, Latin American sales rebounded in the first quarter of fiscal 2021 and sales have remained strong in its United States and Canadian markets. In the second half of fiscal 2021, COVID-19 cases increased in Latin America, in particular Brazil, and in Spain. This caused businesses to downsize or shutdown, which reduced its customer base and revenues. In the fourth quarter of fiscal 2021, the demand for flexible communications solutions for a hybrid workforce has resulted in an increase in new net2phone-UCaaS customers.
As of the date of this Annual Report, including the impact of COVID-19, we expect that our cash from operations and the balance of cash, cash equivalents, debt securities, and current equity investments that we held on July 31, 20212022 will be sufficient to meet our currently anticipated working capital and capital expenditure requirements during fiscal 2022.2023. However, the situation remains fluid and we cannot predict with certainty the potential impact of COVID-19 on our business, results of operations, financial condition, and cash flows.
Concentration of Customers
Our most significant customers typically include telecom operators to whom we provide wholesale services and distributors of our retail calling products. While they may vary from quarter to quarter, our five largest customers collectively accounted for 12.5%, 14.5%, and 12.7% of our consolidated revenues in fiscal 2022, fiscal 2021, and fiscal 2020, respectively. Our customers with the five largest receivables balance collectively accounted for 17.3% and 9.7% and 13.8% of theour consolidated gross trade accounts receivable at July 31, 20212022 and 2020,2021, respectively. This concentration of customers increases our risk associated with nonpayment by those customers. In an effort to reduce our risk, we perform ongoing credit evaluations of our significant customers, and in some cases, do not offer credit terms to customers, choosing instead to require prepayment. Historically, when we have issued credit, we have not required collateral to support trade accounts receivables from our customers. However, when necessary, we have imposed stricter credit restrictions on our customers. In some cases, this has resulted in our sharply curtailing, or ceasing completely, sales to certain customers. We attempt to mitigate our credit risk related to specific Carrier ServicesIDT Global customers by also buying services from the customer, in order to create an opportunity to offset our payables and receivables with the customer. In this way, we can continue to sell services to these customers while reducing our receivable exposure risk. When it is practical to do so, we will increase our purchases from Carrier ServicesIDT Global customers with receivable balances that exceed our applicable payables in order to maximize the offset and reduce our credit risk.
Explanation of Performance Metrics
Our results of operations discussion include the following performance metrics: active POS terminals, payment processing accounts, direct cost of revenues as a percentage of revenues,recurring revenue, subscriber seats, subscription revenue, and minutes of use.
NRS uses two metrics, among others, to measure the size of its customer base: active POS terminals and payment processing accounts. Active POS terminals are the number of POS terminals that have completed at least one transaction in the calendar month. It excludes POS terminals that are being installed. Payment processing accounts are NRS PAY accounts that can generate revenue. It excludes accounts that have been approved but not activated. NRS uses these two metricsNRS’ recurring revenue is NRS’ revenue in accordance with U.S. GAAP, excluding its analysis of revenue trends and comparisons between periods.from POS terminal sales.
Direct cost of revenues as a percentage of revenues is a financial metric that measures changes in our direct cost of revenues relative to changes in revenues during the same period. Direct cost of revenues is the numerator and revenues are the denominator in this ratio. Direct cost of revenues as a percentage of revenues is a useful metric for monitoring and evaluating trends in the net contribution of our revenues.
net2phone-UCaaS’net2phone’s cloud communications offering isofferings are priced on a per-seat basis, with each customer employee identity constituting a seat, and itscustomers paying based on the number of users in their organization. net2phone’s subscription revenue is its revenue in accordance with U.S. GAAP excluding its equipment revenue and revenue generated by a monthly base fee per seat. legacy SIP trunking offering in Brazil.
| 46 |
The number of seats served and subscription revenue trends and comparisons between periods for the number of active POS terminals, NRS PAY accounts, seats served, recurring revenue, and subscription revenue are used in the analysis of net2phone-UCaaS’NRS’ or net2phone’s revenues and direct cost of revenues.revenues and are strong indications of the top-line growth and performance of the business.
Minutes of use is a nonfinancial metric that measures aggregate customer usage during a reporting period. Minutes of use is an important factor in BOSS Revolution Calling’s and Carrier Services’IDT Global’s revenue recognition since satisfaction of our performance obligation occurs when the customer uses our service. Minutes of use trends and comparisons between periods are used in the analysis of revenues and direct cost of revenues.
Year Ended July 31, 2022 compared to Year Ended July 31, 2021 and Year Ended July 31, 2021 compared to Year Ended July 31, 2020
In fiscal 2022, a line of business was reclassified to the net2phone segment from the Traditional Communications segment. Comparative segment information has been reclassified and restated in all periods to conform to the current period presentation.
The following table sets forth certain items in our statements of income as a percentage of our total revenues:
| Year ended July 31 | 2021 | 2020 | 2022 | 2021 | 2020 | |||||||||||||||
| REVENUES: | ||||||||||||||||||||
| Fintech | 5.2 | % | 4.4 | % | 8.0 | % | 5.1 | % | 4.5 | % | ||||||||||
| net2phone-UCaaS | 3.0 | 2.4 | ||||||||||||||||||
| net2phone | 4.3 | 3.1 | 2.4 | |||||||||||||||||
| Traditional Communications | 91.8 | 93.2 | 87.7 | 91.8 | 93.1 | |||||||||||||||
| TOTAL REVENUES | 100.0 | 100.0 | 100.0 | 100.0 | 100.0 | |||||||||||||||
| COSTS AND EXPENSES: | ||||||||||||||||||||
| Direct cost of revenues (exclusive of depreciation and amortization) | 79.8 | 80.5 | 75.8 | 79.8 | 80.5 | |||||||||||||||
| Selling, general and administrative | 15.1 | 16.0 | 18.4 | 15.1 | 16.0 | |||||||||||||||
| Depreciation and amortization | 1.2 | 1.5 | 1.3 | 1.2 | 1.5 | |||||||||||||||
| Severance | — | 0.3 | — | — | 0.3 | |||||||||||||||
| TOTAL COSTS AND EXPENSES | 96.1 | 98.3 | 95.5 | 96.1 | 98.3 | |||||||||||||||
| Other operating gain (expense), net | 0.1 | (0.4 | ) | |||||||||||||||||
| Other operating (expense) gain, net | (0.1 | ) | 0.1 | (0.4 | ) | |||||||||||||||
| INCOME FROM OPERATIONS | 4.0 | 1.3 | 4.4 | 4.0 | 1.3 | |||||||||||||||
| Interest income, net | — | 0.1 | — | — | 0.1 | |||||||||||||||
| Other income (expense), net | 0.5 | (0.1 | ) | |||||||||||||||||
| Other (expense) income, net | (1.8 | ) | 0.5 | (0.1 | ) | |||||||||||||||
| INCOME BEFORE INCOME TAXES | 4.5 | % | 1.3 | % | 2.6 | % | 4.5 | % | 1.3 | % | ||||||||||
Fintech Segment
Fintech, which represented 5.2%8.0%, 5.1%, and 4.4%4.5% of our total revenues in fiscal 2022, fiscal 2021, and fiscal 2020, respectively, comprisesis comprised of BOSS Revolution Money, Transfer, a provider of international money remittance and related value/payment transfer services, and NRS, an operator of a nationwide POS network providing payment processing, digital advertising, transaction data, and ancillary services. BOSS Revolution Money Transfer and NRS were previously included in our Telecom & Payment Services segment.
| (in millions) | Change | 2022 change from 2021 | 2021 change from 2020 | |||||||||||||||||||||||||||||||||||||||||
| Year ended July 31 | 2021 | 2020 | $ | % | 2022 | 2021 | 2020 | $ | % | $ | % | |||||||||||||||||||||||||||||||||
| Revenues: | ||||||||||||||||||||||||||||||||||||||||||||
| BOSS Revolution Money Transfer | $ | 49.6 | $ | 47.9 | $ | 1.7 | 3.4 | % | ||||||||||||||||||||||||||||||||||||
| BOSS Money | $ | 57.5 | $ | 49.6 | $ | 47.9 | $ | 7.9 | 15.9 | % | $ | 1.7 | 3.4 | % | ||||||||||||||||||||||||||||||
| National Retail Solutions | 24.7 | 12.0 | 12.7 | 106.6 | 51.3 | 24.7 | 12.0 | 26.6 | 107.3 | 12.7 | 106.6 | |||||||||||||||||||||||||||||||||
| Total revenues | 74.3 | 59.9 | 14.4 | 24.1 | 108.8 | 74.3 | 59.9 | 34.5 | 46.3 | 14.4 | 24.1 | |||||||||||||||||||||||||||||||||
| Direct cost of revenues | 26.2 | 19.2 | 7.0 | 36.1 | (32.8 | ) | (26.2 | ) | (19.2 | ) | 6.6 | 25.0 | 7.0 | 36.1 | ||||||||||||||||||||||||||||||
| Selling, general and administrative | 47.9 | 35.8 | 12.1 | 33.9 | (68.0 | ) | (47.9 | ) | (35.8 | ) | 20.1 | 41.9 | 12.1 | 33.9 | ||||||||||||||||||||||||||||||
| Depreciation and amortization | 1.7 | 1.5 | 0.2 | 14.9 | (2.7 | ) | (1.7 | ) | (1.5 | ) | 1.0 | 55.6 | 0.2 | 14.9 | ||||||||||||||||||||||||||||||
| (Loss) income from operations | $ | (1.5 | ) | $ | 3.4 | $ | (4.9 | ) | (143.2 | )% | ||||||||||||||||||||||||||||||||||
| Income (loss) from operations | $ | 5.3 | $ | (1.5 | ) | $ | 3.4 | $ | 6.8 | 463.4 | % | $ | (4.9 | ) | (143.2 | )% | ||||||||||||||||||||||||||||
Revenues. Revenues from BOSS Revolution Money Transfer increased in fiscal 2022 and fiscal 2021 compared to the prior fiscal 2020 drivenyear primarily bybecause of increased transaction volume in itsBOSS Money’s direct-to-consumer digital channel, and a significant but diminished benefitretail channels. The revenue increase in fiscal 2022 compared to fiscal 2021was partially offset by the lack of revenue from transient foreign exchange market conditions that materially improved BOSS Money’s revenues in fiscal 2021 but ceased by the end of the second quarter of fiscal 2021. The revenue increase in fiscal 2021 compared to fiscal 2020 also included the diminished benefit from transient foreign exchange market conditions in fiscal 2021 compared to fiscal 2020. BOSS Money continues to benefit from its integration into the BOSS Revolution Calling app in October 2021, as well as the continued expansion of its disbursement networks, particularly in Africa and the Caribbean.
| 47 |
Revenues from NRS increased in fiscal 2022 and fiscal 2021 compared to the prior fiscal 2020year driven primarily by the expansion of its POS network, and revenue growth from its payment processing services and digital out-of-home advertising. Merchant services and otherNRS’ recurring revenue which includes payment processing services, increased 295%129% to $7.8$45.3 million in fiscal 2022 from $19.8 million in fiscal 2021 from $2.0 million in fiscal 2020. Advertising and data revenue increased 95% to $8.7 million132% in fiscal 2021 from $4.5$8.5 million in fiscal 2020. Active POS terminals increased 40%38% to 19,400 at July 31, 2022 from 14,000 at July 31, 2021 and increased 40% at July 31, 2021 from 10,000 at July 31, 2020. Payment processing accounts increased 124%77% to 5,60010,300 at July 31, 2022 from 5,800 at July 31, 2021 and increased 133% at July 31, 2021 from 2,500 at July 31, 2020.
Direct Cost of Revenues. DirectBOSS Money’s direct cost of revenues increased in fiscal 2022 compared to fiscal 2021 due to increased direct cost of revenues in its direct-to-consumer digital and retail channels, which reflected the increase in BOSS Money’s revenue. BOSS Money’s direct cost of revenues increased in fiscal 2021 compared to fiscal 2020 primarily due to increased direct cost of revenues in its direct-to-consumer channel, which reflected the increase in revenues. BOSS Revolution Money Transfer’sMoney’s direct-to-consumer channel’s revenue.
NRS’ direct cost of revenues increased in fiscal 2021 compared to fiscal 2020 due to increased direct cost of revenues in its digital channel.
| Year ended July 31 | 2021 | 2020 | Change | |||||||||
| Direct cost of revenues as a percentage of revenues | 35.2 | % | 32.1 | % | 3.1 | % | ||||||
Direct cost of revenues as a percentage of revenues increased 310 basis points in2022 and fiscal 2021 compared to the prior fiscal 2020year primarily due to an increasethe increases in direct cost of revenues as a percentage ofits revenues in BOSS Revolution Money Transfer’s digital channel, partially offset by a decrease in direct cost of revenues as a percentage of revenues in NRS.such periods.
Selling, General and Administrative. Selling, general and administrative expense increased in fiscal 2022 compared to fiscal 2021 primarily due to increases in sales commissions, employee compensation, stock-based compensation, and debit and credit card processing charges. Selling, general and administrative expense increased in fiscal 2021 compared to fiscal 2020 primarily due to increases in employee compensation, debit and credit card processing charges, sales commissions, and marketing expense. The increaseincreases in card processing charges waswere the result of increased credit and debit card transactions through our BOSS Revolution Money app and other digital channels. As a percentage of Fintech’s revenue, Fintech’s selling, general and administrative expense increased towas 62.5%, 64.5% from, and 59.7% in fiscal 2022, fiscal 2021, and fiscal 2020, respectively.
Depreciation and Amortization. Depreciation and amortization expense increased in fiscal 2022 and fiscal 2021 compared to the prior fiscal 2020year primarily due to increased depreciation of capitalized costs of consultants and employees developing internal use software and increased depreciation of NRS’ POS equipment.software.
net2phone-UCaaSnet2phone Segment
The net2phone-UCaaSnet2phone segment, which represented 3.0%4.3%, 3.1%, and 2.4% of our total revenues in fiscal 2022, fiscal 2021, and fiscal 2020, respectively, comprisesis comprised of net2phone’s cloud communications offerings, which were previously included in our net2phone segment.offerings.
| (in millions) | Change | 2022 change from 2021 | 2021 change from 2020 | |||||||||||||||||||||||||||||||||||||||||
| Year ended July 31 | 2021 | 2020 | $ | % | 2022 | 2021 | 2020 | $ | % | $ | % | |||||||||||||||||||||||||||||||||
| Revenues | $ | 43.9 | $ | 31.8 | $ | 12.1 | 38.1 | % | $ | 58.2 | $ | 44.5 | $ | 32.5 | $ | 13.7 | 30.7 | % | $ | 12.0 | 37.1 | % | ||||||||||||||||||||||
| Direct cost of revenues | 8.1 | 6.4 | 1.7 | 26.9 | (10.0 | ) | (8.7 | ) | (6.9 | ) | 1.3 | 15.9 | 1.8 | 26.5 | ||||||||||||||||||||||||||||||
| Selling, general and administrative | 45.0 | 36.3 | 8.7 | 23.7 | (54.2 | ) | (46.1 | ) | (37.7 | ) | 8.1 | 17.4 | 8.4 | 22.8 | ||||||||||||||||||||||||||||||
| Depreciation and amortization | 5.0 | 4.1 | 0.9 | 22.9 | (5.4 | ) | (5.1 | ) | (4.1 | ) | 0.3 | 6.4 | 1.0 | 21.9 | ||||||||||||||||||||||||||||||
| Other operating expense, net | 0.1 | 0.1 | — | 58.7 | ||||||||||||||||||||||||||||||||||||||||
| Other operating gain (expense), net | 0.3 | (0.1 | ) | (0.6 | ) | (0.4 | ) | (393.2 | ) | (0.5 | ) | (84.3 | ) | |||||||||||||||||||||||||||||||
| Loss from operations | $ | (14.3 | ) | $ | (15.1 | ) | $ | 0.8 | 5.4 | % | $ | (11.1 | ) | $ | (15.5 | ) | $ | (16.8 | ) | $ | 4.4 | 28.0 | % | $ | 1.3 | 7.8 | % | |||||||||||||||||
Revenues. net2phone-UCaaS’net2phone’s revenues increased in fiscal 2022 and fiscal 2021 compared to the prior fiscal 2020year driven primarily by growth in the United States, although revenue increased in all net2phone-UCaaSnet2phone regions. Seats served increased 47%29% to 291,000 at July 31, 2022 from 226,000 at July 31, 2021 and increased 47% at July 31, 2021 from 154,000 at July 31, 2020. The increase in seats served at July 31, 2022 compared to July 31, 2021 included approximately 7,000 seats as a result of our acquisition of Integra in March 2022. Subscription revenue increased 39%38% to $41.5$53.6 million in fiscal 2022 from $38.8 million in fiscal 2021, led by growth in both the South American and North American regions, and increased 47% in fiscal 2021 from $29.9$26.5 million in fiscal 2020, led by growth in the U.S. market. net2phone-UCaaSIn the first quarter of fiscal 2022, net2phone launched a HIPAA-compliant program for certain of its communications and collaboration solutions and introduced net2phone’s Phone App for Teams. The app enables Microsoft Teams users to add voice capabilities into Teams environments without additional licenses. net2phone launched its integration with Slack in the third quarter of fiscal 2021, building on its prior integrations with Zoho and Microsoft Teams. Also in fiscal 2021, net2phone-UCaaSnet2phone launched an integration with Salesforce. In November 2020, net2phone-UCaaSnet2phone announced it had launched its service in Peru and in December 2020, it expanded coverage to six additional cities in Brazil.
| 48 |
Direct Cost of Revenues. Direct cost of revenues increased in fiscal 2022 compared to fiscal 2021 primarily due to the increase in revenues, with the largest increases in Latin America. Direct cost of revenues increased in fiscal 2021 compared to fiscal 2020 primarily due to the increase in revenues, with the largest increases in the United States and Latin America.
| Year ended July 31 | 2021 | 2020 | Change | |||||||||
| Direct cost of revenues as a percentage of revenues | 18.5 | % | 20.2 | % | (1.7 | )% | ||||||
Direct cost of revenues as a percentage of revenues decreased 170 basis points in fiscal 2021 compared to fiscal 2020 primarily because of a decrease in direct cost of revenues as a percentage of revenues in the United States. net2phone-UCaaS’ net2phone’s focus on mid-sized businesses, multi-channel strategies, and localized offerings generated revenue growth that exceeded the increase in direct cost of revenues.
Selling, General and Administrative. Selling, general and administrative expense increased in fiscal 2022 compared to fiscal 2021 primarily due to increases in sales commissions, employee compensation, and expenses related to the proposed (and subsequently postponed) spin-off of our net2phone cloud communications business. Selling, general and administrative expense increased in fiscal 2021 compared to fiscal 2020 primarily due to increases in employee compensation and sales commissions. As a percentage of net2phone-UCaaS’net2phone’s revenues, net2phone-UCaaS’net2phone’s selling, general and administrative expenses decreased to 102.4%93.1% from 114.3%103.7% and 115.8% in fiscal 2022, fiscal 2021, and fiscal 2020, respectively.
net2phone derives a significant portion of its revenues from existing customers. Attracting new customers usually involves additional costs compared to retention of existing customers. If existing customers’ subscriptions and related usage decrease or are terminated, net2phone will need to spend more money to acquire new customers and still may not be able to maintain its existing level of revenues or profitability. In addition, net2phone needs to acquire new customers to increase its revenues. net2phone incurs significant sales and marketing expenses to acquire new customers. It is therefore expected that selling, general and administrative expenses will remain a significant percentage of net2phone’s revenues for the foreseeable future.
Depreciation and Amortization. The increaseincreases in depreciation and amortization expense in fiscal 2022 and fiscal 2021 compared to the prior fiscal 2020year was due to increased depreciation of net2phone-UCaaS’net2phone’s telephone equipment leased to customers and increased depreciation of capitalized costs of consultants and employees developing internal use software.
Other Operating Expense,Gain (Expense), net. In fiscal 2022, we determined that the requirements for a contingent consideration payment related to an acquisition consummated in December 2019 would not be met before the expiration date for such contingency. net2phone recognized a gain of $0.3 million on the write-off of the contingent consideration payment obligation. Other operating expense, net in fiscal 2021 was due to the settlement of a legal matter. Other operating expense, net in fiscal 2020 was due to the write-offwrite-offs of certain capitalized assets related to a cancelled project and dormant subsidiaries primarily in Latin America.
Traditional Communications Segment
The Traditional Communications segment, which represented 87.7%, 91.8%, and 93.2%93.1% of our total revenues in fiscal 2022, fiscal 2021, and fiscal 2020, respectively, includes Mobile Top-Up, which enables customers to transfer airtime and bundles of airtime, messaging, and data to international and domestic mobile accounts, BOSS Revolution Calling, an international long-distance calling service marketed primarily to immigrant communities in the United States and Canada, and Carrier Services,IDT Global, a wholesale provider of international voice and SMS termination and outsourced traffic management solutions to telecoms worldwide. Traditional Communications also includes net2phone-Platform Services, which provides telephony services to cable operatorsother small businesses and other offerings that leverage a common technology platform, as well as smaller communicationsincluding early-stage business initiatives and payments offerings, manymature businesses in harvest mode. Most of the Traditional Communications segment was previously included in our Telecom & Payment Services segment except for net2phone-Platform Services, which was previously included in our net2phone segment.
Traditional Communications’ most significant revenue streams are from Mobile Top-Up, BOSS Revolution Calling, and Carrier Services.IDT Global. Mobile Top-Up and BOSS Revolution Calling are sold direct-to-consumers and through distributors and retailers. We receive payments for BOSS Revolution Calling, traditional calling cards, and Mobile Top-Up prior to providing the services. We recognize the revenue when services are provided to the customer. Traditional Communications’ revenues tend to be somewhat seasonal, with the second fiscal quarter (which contains Christmas and New Year’s Day) and the fourth fiscal quarter (which contains Mother’s Day and Father’s Day) typically showing higher minute volumes.
| (in millions) | 2022 change from 2021 | 2021 change from 2020 | ||||||||||||||||||||||||||
| Year ended July 31 | 2022 | 2021 | 2020 | $/# | % | $/# | % | |||||||||||||||||||||
| Revenues: | ||||||||||||||||||||||||||||
| Mobile Top-Up | $ | 473.2 | $ | 461.6 | $ | 334.4 | $ | 11.6 | 2.5 | % | $ | 127.2 | 38.0 | % | ||||||||||||||
| BOSS Revolution Calling | 387.9 | 455.2 | 468.3 | (67.3 | ) | (14.8 | ) | (13.1 | ) | (2.8 | ) | |||||||||||||||||
| IDT Global | 292.4 | 361.0 | 394.3 | (68.6 | ) | (19.0 | ) | (33.3 | ) | (8.5 | ) | |||||||||||||||||
| Other | 43.6 | 50.3 | 56.4 | (6.7 | ) | (13.3 | ) | (6.1 | ) | (10.8 | ) | |||||||||||||||||
| Total revenues | 1,197.1 | 1,328.1 | 1,253.4 | (131.0 | ) | (9.9 | ) | 74.7 | 6.0 | |||||||||||||||||||
| Direct cost of revenues | (991.7 | ) | (1,119.2 | ) | (1,057.9 | ) | (127.5 | ) | (11.4 | ) | 61.3 | 5.8 | ||||||||||||||||
| Selling, general and administrative | (120.5 | ) | (116.8 | ) | (132.4 | ) | 3.7 | 3.1 | (15.6 | ) | (11.7 | ) | ||||||||||||||||
| Depreciation and amortization | (9.9 | ) | (10.9 | ) | (14.7 | ) | (1.0 | ) | (8.7 | ) | (3.8 | ) | (25.9 | ) | ||||||||||||||
| Severance | (0.1 | ) | (0.5 | ) | (3.5 | ) | (0.4 | ) | (74.3 | ) | (3.0 | ) | (87.0 | ) | ||||||||||||||
| Other operating (expense) gain, net | (0.1 | ) | 0.6 | (3.9 | ) | (0.7 | ) | (118.5 | ) | 4.5 | 114.4 | |||||||||||||||||
| Income from operations | $ | 74.8 | $ | 81.3 | $ | 41.0 | $ | (6.5 | ) | (7.9 | )% | $ | 40.3 | 98.3 | % | |||||||||||||
| Minutes of use: | ||||||||||||||||||||||||||||
| BOSS Revolution Calling | 2,926 | 3,554 | 3,913 | (628 | ) | (17.7 | )% | (359 | ) | (9.2 | )% | |||||||||||||||||
| IDT Global | 7,720 | 10,511 | 14,398 | (2,791 | ) | (26.6 | ) | (3,887 | ) | (27.0 | ) | |||||||||||||||||
| (in millions) | Change | |||||||||||||||
| Year ended July 31 | 2021 | 2020 | $/# | % | ||||||||||||
| Revenues: | ||||||||||||||||
| Mobile Top-Up | $ | 461.6 | $ | 334.4 | $ | 127.2 | 38.0 | % | ||||||||
| BOSS Revolution Calling | 455.2 | 468.3 | (13.1 | ) | (2.8 | ) | ||||||||||
| Carrier Services | 361.0 | 394.3 | (33.3 | ) | (8.5 | ) | ||||||||||
| Other | 50.9 | 57.1 | (6.2 | ) | (10.8 | ) | ||||||||||
| Total revenues | 1,328.7 | 1,254.1 | 74.6 | 6.0 | ||||||||||||
| Direct cost of revenues | (1,119.8 | ) | (1,058.4 | ) | (61.4 | ) | (5.8 | ) | ||||||||
| Selling, general and administrative | (118.1 | ) | (134.1 | ) | 16.0 | 11.9 | ||||||||||
| Depreciation and amortization | (11.0 | ) | (14.7 | ) | 3.7 | 25.6 | ||||||||||
| Severance | (0.4 | ) | (3.5 | ) | 3.1 | 87.0 | ||||||||||
| Other operating gain (expense), net | 0.6 | (4.5 | ) | 5.1 | 112.6 | |||||||||||
| Income from operations | $ | 80.0 | $ | 38.9 | $ | 41.1 | 105.4 | % | ||||||||
| Minutes of use: | ||||||||||||||||
| BOSS Revolution Calling | 3,554 | 3,913 | (359 | ) | (9.2 | )% | ||||||||||
| Carrier Services | 10,511 | 14,398 | (3,887 | ) | (27.0 | ) | ||||||||||
Revenues. Revenues from Mobile Top-Up increased in fiscal 2022 compared to fiscal 2021 primarily from an increase in direct-to-consumer channel revenues, partially offset by a decrease in retail channel revenues. Mobile Top-Up’s revenues increased in fiscal 2021 compared to fiscal 2020 primarily from continued product expansion and continued growth across all of our distribution channels, includingin the addition of a business-to-business wholesale channel that was added in fiscal 2021. The business-to-business channel was the main driver for2021, although revenues from Mobile Top-Up’s revenue increasebusiness-to-business wholesale channel narrowed considerably in the fourth quarter offiscal 2022 compared to fiscal 2021. In addition,December 2020, our acquisition of Sochitel, a global hub and digital distribution platform for mobile top-up, companyelectronic vouchers, and other value transfer services primarily in December 2020Africa, contributed to our increased penetration into the market in Africa.
Revenues and minutes of use from BOSS Revolution Calling decreased in fiscal 2022 and fiscal 2021 compared to the prior fiscal 2020 although COVID-19 related demand inyear. In fiscal 2021, COVID-19-related demand slowed the rate of decline in BOSS Revolution Calling revenue that we havehad experienced in recent periods.prior periods, however, the COVID-19-related impact was less significant in fiscal 2022 than in fiscal 2021. The surge in demand for voice calls that began with the onset of the COVID-19 pandemic had eroded by the third quarter of fiscal 2022. BOSS Revolution Calling continues to be impacted by persistent, market-wide trends, including the proliferation of unlimited calling plans offered by wireless carriers and mobile virtual network operators, and the increasing penetration of free and paid over-the-top voice, video conferencing, and messaging services.
Revenues and minutes of use from Carrier ServicesIDT Global decreased in fiscal 2022 and fiscal 2021 compared to the prior fiscal 2020year as communications globally continued to transition away from international voice calling. This trend was accelerated by the impact of COVID-19 as business communications shifted from calling to video conferencing and other collaboration platforms. We expect that Carrier ServicesIDT Global will continue to be adversely impacted by these trends, and minutes of use and revenues will likely continue to decline from quarter-to-quarter, as we seek to maximize economics rather than necessarily sustain minutes of use or revenues.
Direct Cost of Revenues. Direct cost of revenues decreased in fiscal 2022 compared to fiscal 2021 primarily due to decreases in BOSS Revolution Calling’s and IDT Global’s direct cost of revenues in fiscal 2022 compared to fiscal 2021, partially offset by an increase in Mobile Top-Up’s direct cost of revenues in fiscal 2022 compared to fiscal 2021 as a result of the increase in Mobile Top-Up’s revenues. Direct cost of revenues increased in fiscal 2021 compared to fiscal 2020 primarily due to increasesan increase in Mobile Top-Up’s direct cost of revenues in fiscal 2021 compared to fiscal 2020 as a result of the increase in its revenues, partially offset by decreases in Carrier Services’IDT Global’s and BOSS Revolution Calling’s direct cost of revenues in fiscal 2021 compared to fiscal 2020.
| Year ended July 31 | 2021 | 2020 | Change | |||||||||
| Direct cost of revenues as a percentage of revenues | 84.3 | % | 84.4 | % | (0.1 | )% | ||||||
Direct cost of revenues as a percentage of revenues decreased 10 basis points in fiscal 2021 compared to fiscal 2020 because of decreases in direct cost of revenues as a percentage of revenues in Mobile Top-Up and BOSS Revolution Calling in fiscal 2021 compared to fiscal 2020, mostly offset by an increase in direct cost of revenues as a percentage of revenues in Carrier Services in fiscal 2021 compared to fiscal 2020. The decreases in direct cost of revenues as a percentage of revenues in Mobile Top-Up and BOSS Revolution Calling were primarily due to the continued migration of customers to our digital, platforms. The increased adoption of our digital, direct-to-consumer channels in fiscal 2022 and fiscal 2021 is expected to continue, which is expected to contribute to future reductions in the rate of growth of Mobile Top-Up and BOSS Revolution Calling’s direct cost of revenues as a percentage of revenues.when compared to prior periods.
Selling, General and Administrative. Selling, general and administrative expense increased in fiscal 2022 compared to fiscal 2021 primarily due to increases in marketing expense, employee compensation, and consulting expense, partially offset by a decrease in sales commissions. Selling, general and administrative expense decreased in fiscal 2021 compared to fiscal 2020 primarily due to decreases in employee compensation, stock-based compensation, marketing expense, and bad debt expense, partially offset by an increase in debit and credit card processing charges. The increases in card processing charges were the result of the shift in the sales of our consumer offerings from cash transactions at retailers to credit and debit card transactions through our BOSS Revolution Calling app and other digital channels. As a percentage of Traditional Communications’ revenue, Traditional Communications’ selling, general and administrative expense decreased to 8.9% from 10.7%was 10.1%, 8.8%, and 10.6% in fiscal 2022, fiscal 2021, and fiscal 2020, respectively.
Depreciation and Amortization. Depreciation and amortization expense decreased in fiscal 2022 and fiscal 2021 compared to the prior fiscal 2020year as more of our property, plant, and equipment became fully depreciated, partially offset by depreciation of equipment added to our telecommunications network and capitalized costs of consultants and employees developing internal use software.
Severance Expense. We incurred severance expense of $0.4$0.1 million, $0.5 million, and $3.5 million in fiscal 2022, fiscal 2021, and fiscal 2020, respectively.
| 50 |
Other Operating (Expense) Gain, (Expense), net. Other operating (expense) gain, net included expense for the indemnification of a net2phone cable telephony customer related to patent infringement claims brought against the customer of $0.1 million, $0.5 million, and $1.2 million in fiscal 2022, fiscal 2021, and fiscal 2020, respectively. Other operating (expense), gain, net in fiscal 2021 included a gain of $2.0 million received from the sale to a third party of all our rights under the Payment Card Interchange Fee and Merchant Discount Antitrust Litigation. The lawsuit is aboutLitigation related to claims that merchants paid excessive fees to accept Visa and Mastercard cards between January 1, 2004 and January 25, 2019 because Visa and Mastercard, individually, and together with their respective member banks, violated the antitrust laws.2019. Other operating (expense) gain, (expense), net also included expense for the indemnification of a net2phone cable telephony customer related to patent infringement claims brought against the customer of $0.5 million and $1.2 million in fiscal 2021 and fiscal 2020, respectively. Other operating gain (expense), net in fiscal 2021 also included expense for a settlement of a Carrier Services’an IDT Global claim for $0.6 million and other expense of $0.3 million. In addition, otherOther operating (expense) gain, (expense), net in fiscal 2020 included an accrual for non-income related taxes related to one of our foreign subsidiaries of $2.2 million a write-off of $0.6 million for certain assets primarily in Latin America, and expense of $0.5 million for a legal matter.
Corporate
| (in millions) | Change | 2022 change from 2021 | 2021 change from 2020 | |||||||||||||||||||||||||||||||||||||||||
| Year ended July 31 | 2021 | 2020 | $ | % | 2022 | 2021 | 2020 | $ | % | $ | % | |||||||||||||||||||||||||||||||||
| General and administrative expenses | $ | (7.5 | ) | $ | (9.1 | ) | $ | 1.6 | 16.6 | % | ||||||||||||||||||||||||||||||||||
| General and administrative | $ | (7.8 | ) | $ | (7.5 | ) | $ | (9.1 | ) | $ | 0.3 | 3.6 | % | $ | (1.6 | ) | (16.6 | )% | ||||||||||||||||||||||||||
| Depreciation and amortization | (0.1 | ) | (0.1 | ) | — | (64.4 | ) | (0.1 | ) | (0.1 | ) | (0.1 | ) | — | 1.6 | — | 64.4 | |||||||||||||||||||||||||||
| Other operating gain (expense), net | 0.2 | (0.5 | ) | 0.7 | 142.4 | |||||||||||||||||||||||||||||||||||||||
| Other operating (expense) gain, net | (1.0 | ) | 0.2 | (0.5 | ) | 1.2 | 560.0 | (0.7 | ) | (142.4 | ) | |||||||||||||||||||||||||||||||||
| Loss from operations | $ | (7.4 | ) | $ | (9.7 | ) | $ | 2.3 | 23.5 | % | $ | (8.9 | ) | $ | (7.4 | ) | $ | (9.7 | ) | $ | (1.5 | ) | (20.7 | )% | $ | 2.3 | 23.5 | % | ||||||||||||||||
Corporate costs mainly include compensation, consulting fees, treasury, tax and accounting services, human resources, corporate purchasing, corporate governance including Board of Directors’ fees, internal and external audit, investor relations, corporate insurance, corporate legal, charitable contributions, travel, and other corporate-related general and administrative expenses. Corporate does not generate any revenues, nor does it incur any direct cost of revenues.
General and Administrative. Corporate general and administrative expense increased in fiscal 2022 compared to fiscal 2021 primarily because of an increase in employee compensation. Corporate general and administrative expense decreased in fiscal 2021 compared to fiscal 2020 primarily because of a decrease in stock-based compensation due to reductions in expense of deferred stock units granted in June 2019 and stock options, as well as a decrease in employee compensation. As a percentage of our consolidated revenues, Corporate general and administrative expense was 0.6%, 0.5%, and 0.7% in fiscal 2022, fiscal 2021, and fiscal 2020, respectively.
Other Operating (Expense) Gain, (Expense), net. As discussed in Note 2223 to the Consolidated Financial Statements included in Item 8 to Part II of this Annual Report, we (as well as other defendants) have been named in a pending putative class action on behalf of Straight Path’s stockholders and a derivative complaint. We incurred legal fees of $7.7 million, $2.9 million, and $3.6 million in fiscal 2022, fiscal 2021, and fiscal 2020, respectively, related to this action. Also, we recorded offsetting gains from insurance claims for this matter of $6.7 million, $3.1 million, and $3.1 million in fiscal 2022, fiscal 2021, and fiscal 2020, respectively.
Consolidated
The following is a discussion of certain of our consolidated expenses, and our consolidated income and expense line items below income from operations.
Related Party Lease Costs. We lease office and parking space in Rafael Holdings’a building and parking garage located at 520 Broad St, Newark, New Jersey.Jersey that was owned by Rafael Holdings. On August 22, 2022, Rafael Holdings sold the building and parking garage to an unrelated third party. Our lease in that building continues with the new owner. We also lease office space in Israel from Rafael Holdings. The Newark lease expires in April 2025 and the Israel lease expires in July 2025. In bothfiscal 2022, fiscal 2021, and fiscal 2020, we incurred lease costs of $2.0 million, $1.9 million, and $1.9 million, respectively, in connection with the Rafael Holdings’ leases, which is included in consolidated selling, general and administrative expenses.
Stock-Based Compensation Expense. Stock-based compensation expense included in consolidated selling, general and administrative expenses was $1.9 million, $1.5 million, and $3.9 million in fiscal 2022, fiscal 2021, and fiscal 2020, respectively. The increase in stock-based compensation expense in fiscal 2022 compared to fiscal 2021 was primarily due to expense related to the grant in February 2022 of restricted shares of NRS’ Class B common stock to certain of our employees for which we recorded stock-based compensation expense of $1.2 million, partially offset by reductions in expense for deferred stock units granted in June 2019. The decrease in stock-based compensation expense in fiscal 2021 compared to fiscal 2020 was primarily due to reductions in expense of deferred stock units granted in June 2019 and stock options.
Effective as of June 30, 2022, restricted shares of NRS’ Class B common stock were granted to certain NRS employees. The restrictions on the shares will lapse in three installments on each of June 1, 2024, 2026, and 2027. The estimated fair value of the restricted shares on the grant date was $3.3 million, which will be recognized over the vesting period. At July 31, 2021,2022, unrecognized compensation cost related to non-vested stock-based compensation was an aggregate of $0.6$3.5 million. The unrecognized compensation cost is expected to be recognized over the remaining vesting periodperiods that endsend in fiscal 2024.2027.
| (in millions) | Change | |||||||||||||||
| Year ended July 31 | 2021 | 2020 | $ | % | ||||||||||||
| Income from operations | $ | 57.0 | $ | 17.9 | $ | 39.1 | 217.6 | % | ||||||||
| Interest income, net | 0.3 | 1.1 | (0.8 | ) | (69.5 | ) | ||||||||||
| Other income (expense), net | 7.9 | (1.3 | ) | 9.2 | 724.8 | |||||||||||
| Benefit from income taxes | 31.7 | 3.7 | 28.0 | 755.9 | ||||||||||||
| Net income | 96.9 | 21.4 | 75.5 | 352.4 | ||||||||||||
| Net (income) loss attributable to noncontrolling interests | (0.4 | ) | — | (0.4 | ) | nm | ||||||||||
| Net income attributable to IDT Corporation | $ | 96.5 | $ | 21.4 | $ | 75.1 | 350.2 | % | ||||||||
| 51 |
| (in millions) | 2022 change from 2021 | 2021 change from 2020 | ||||||||||||||||||||||||||
| Year ended July 31 | 2022 | 2021 | 2020 | $ | % | $ | % | |||||||||||||||||||||
| Income from operations | $ | 60.1 | $ | 57.0 | $ | 17.9 | $ | 3.1 | 5.4 | % | $ | 39.1 | 217.6 | % | ||||||||||||||
| Interest income, net | 0.2 | 0.3 | 1.1 | (0.1 | ) | (54.1 | ) | (0.8 | ) | (69.5 | ) | |||||||||||||||||
| Other (expense) income, net | (25.4 | ) | 7.9 | (1.3 | ) | (33.3 | ) | (420.3 | ) | 9.2 | 724.8 | |||||||||||||||||
| (Provision for) benefit from income taxes | (5.9 | ) | 31.7 | 3.7 | (37.6 | ) | (118.6 | ) | 28.0 | 755.9 | ||||||||||||||||||
| Net income | 29.0 | 96.9 | 21.4 | (67.9 | ) | (70.1 | ) | 75.5 | 352.4 | |||||||||||||||||||
| Net (income) loss attributable to noncontrolling interests | (2.0 | ) | (0.4 | ) | — | (1.6 | ) | (375.2 | ) | (0.4 | ) | nm | ||||||||||||||||
| Net income attributable to IDT Corporation | $ | 27.0 | $ | 96.5 | $ | 21.4 | $ | (69.5 | ) | (72.0 | )% | $ | 75.1 | 350.2 | % | |||||||||||||
nm—not meaningful
Other (Expense) Income, (Expense), net. Other (expense) income, (expense), net consists of the following:
| (in millions) Year ended July 31 | 2021 | 2020 | 2022 | 2021 | 2020 | |||||||||||||||
| Foreign currency transaction gains | $ | 1.0 | $ | 0.4 | ||||||||||||||||
| Equity in the net loss of investee | (1.1 | ) | — | |||||||||||||||||
| Foreign currency transaction (losses) gains | $ | (1.7 | ) | $ | 1.0 | $ | 0.4 | |||||||||||||
| Equity in net loss of investee | (3.0 | ) | (1.1 | ) | — | |||||||||||||||
| Write-off of tax assets related to prior periods | — | (1.3 | ) | — | — | (1.3 | ) | |||||||||||||
| Gain (loss) on investments | 8.8 | (0.3 | ) | |||||||||||||||||
| (Losses) gains on investments | (19.3 | ) | 8.8 | (0.3 | ) | |||||||||||||||
| Other | (0.8 | ) | (0.1 | ) | (1.4 | ) | (0.8 | ) | (0.1 | ) | ||||||||||
| TOTAL | $ | 7.9 | $ | (1.3 | ) | $ | (25.4 | ) | $ | 7.9 | $ | (1.3 | ) | |||||||
On February 2, 2021, we paid $4.0 million to purchase shares of series B convertible preferred stock of a communications company (the equity method investee, or EMI)., and on August 10, 2021, we paid $1.1 million to purchase shares of the EMI’s series C convertible preferred stock and additional shares of the EMI’s series B convertible preferred stock. The initial shares purchased representrepresented 23.95% of the outstanding shares of the EMI on an as converted basis. The subsequent purchases increased our ownership to 26.57% on an as converted basis. We account for this investment using the equity method since the series B and series C convertible preferred stock isare in-substance common stock, and we can exercise significant influence over the operating and financial policies of the EMI. We determined that on the datedates of the acquisition,acquisitions, there was a differencewere differences of $3.4 million and $1.0 million between our investment in the EMI and our proportional interest in the equity of the EMI, which represented ourthe share of the EMI’s customer list on the datedates of acquisition. Thisthe acquisitions attributed to our interest in the EMI. These basis difference isdifferences are being amortized over the 6-year estimated life of the customer list.
The gainnet losses on investments in fiscal 2022 included an unrealized loss of $14.1 million on shares of Rafael Holdings’ Class B common stock. The net gains on investments in fiscal 2021 is primarily from appreciationincluded an unrealized gain of $8.3 million on shares of Rafael HoldingsHoldings’ Class B common stock, partially offset by unrealizedstock. The net losses on hedge funds.investments in fiscal 2020 included an unrealized loss of $0.2 million on shares of Rafael Holdings’ Class B common stock.
(Provision for) Benefit from Income Taxes. In fiscal 2021, we released $46.5 million of our valuation allowance on the portion of our deferred income tax assets that we are more likely than not going to utilize. This release was mostly related to domestic deferred income tax assets. We used the framework of ASC Income Taxes (Topic 740) to determine whether the valuation allowance should be maintained or reversed. We considered the scheduled expiration of our net operating losses included in our deferred tax assets, projected future taxable income, and tax planning strategies in our assessment of the valuation allowance. The primary factors that resulted in the valuation allowance release were the three consecutive years of profitability in the United States and expected future profitability in both the United States and the United Kingdom that will utilize a significant portion of the net operating losses. Our tax planning strategies were not a significant factor in the analysis. In fiscal 2020, due to taxable income in the United States, we utilized deferred tax assets and released the corresponding valuation allowance to offset income tax expense of $3.5 million. In addition, in fiscal 2020, we released an additional $8.4 million of the valuation allowance on the portion of the deferred tax assets that we are more likely than not going to utilize because we forecasted future profitability in the United States.
| 52 |
The decrease in income tax expense in fiscal 2022 compared to fiscal 2021, and the increase in income tax expense in fiscal 2021 compared to fiscal 2020, excluding the benefits from the valuation allowance released in fiscal 2021 and fiscal 2020, was primarily due to differences in the amount of taxable income earned in the various taxing jurisdictions.
Net (Income) Loss Attributable to Noncontrolling Interests. The change in the net (income) loss attributable to noncontrolling interests in fiscal 20212022 compared to fiscal 20202021 was primarily due to increases in the reductionnet income of NRS and our variable interest entity, or VIE, partially offset by an increase in the net loss of NRS, as well as new noncontrolling interests in fiscal 2021. In fiscal 2021, we acquired an aggregate of 75% of the issued shares of a company that provides a digital platform facilitating supplynet2phone 2.0, Inc., or net2phone 2.0, which owns and distribution of mobile airtime and data top-ups and other services across borders.operates our net2phone segment. As of May 31, 2021, we entered intobegan consolidating a Warrant Purchase Agreement with the shareholders of a variable interest entity, or VIE that operates money transfer businesses. We have various management rights and protective provisions pursuant to the Warrant Purchase Agreement. Primarily as a result of the Warrant Purchase Agreement, we can obtain 90% of the ownership interests in the VIE. We consolidated the VIE as of May 31, 2021 because we determined that we are the primary beneficiary of the VIE since we have the power to direct the activities of the VIE that most significantly impact its economic performance, and we have the obligation to absorb losses of and the right to receive benefits from the VIE that could potentially be significant to it. We do not currently own any interest in the VIE and thus the net income incurred by the VIE was attributed to noncontrolling interests. The change in the net (income) loss attributable to noncontrolling interests in fiscal 2021 compared to fiscal 2020 was due to the reduction in the net loss of NRS, as well as new noncontrolling interests in fiscal 2021. In fiscal 2021, we acquired an aggregate of 75% of the issued shares of Sochitel, and as of May 31, 2021, we began consolidating the VIE. Finally, on December 31, 2020, the previously approved compensatory arrangement with each of Howard S. Jonas, the Chairman of our Board of Directors, and Shmuel Jonas, our Chief Executive Officer, was finalized. Howard S. Jonas and Shmuel Jonas each received fifty restricted shares of net2phone 2.0 Inc., or net2phone 2.0, Class B common stock, which represents 5%represented an aggregate of the10% of net2phone 2.0’s issued and outstanding common stock of net2phone 2.0. net2phone 2.0 owns and operates our net2phone-UCaaS segment.at July 31, 2022.
LIQUIDITY AND CAPITAL RESOURCES
As of the date of this Annual Report, including the impact of COVID-19, we currently expect our cash from operations and the balance of cash, cash equivalents, debt securities, and current equity investments that we held on July 31, 20212022 will be sufficient to meet our currently anticipated working capital and capital expenditure requirements during fiscal 2022.2023.
At July 31, 2021,2022, we had cash, cash equivalents, debt securities, and unrestricted current equity investments of $161.4$137.7 million and working capital (current assets in excess of current liabilities) of $48.8$57.6 million.
We treat unrestricted cash and cash equivalents held by IDT Payment Services, Inc. and IDT Payment Services of New York, LLC as substantially restricted and unavailable for other purposes. At July 31, 2021,2022, “Cash and cash equivalents” in our consolidated balance sheet included an aggregate of $15.3$17.3 million held by IDT Payment Services, Inc. and IDT Payment Services of New York, LLC that was unavailable for other purposes.
| (in millions) Year ended July 31 | 2021 | 2020 | ||||||
| Cash flows provided by (used in): | ||||||||
| Operating activities | $ | 66.6 | $ | (29.6 | ) | |||
| Investing activities | (44.1 | ) | (32.5 | ) | ||||
| Financing activities | (4.5 | ) | (5.6 | ) | ||||
| Effect of exchange rate changes on cash, cash equivalents, and restricted cash and cash equivalents | 7.7 | 11.7 | ||||||
| Increase (decrease) in cash, cash equivalents, and restricted cash and cash equivalents | $ | 25.7 | $ | (56.0 | ) | |||
Contractual Obligations and Commitments
The following table includes our anticipated material cash requirements from contractual obligations and other commitments at July 31, 2022:
| Payments due by period (in millions) | Total | Less than 1 year | 1—3 years | 4—5 years | After 5 years | |||||||||||||||
| Purchase commitments | $ | 4.7 | $ | 4.7 | $ | — | $ | — | $ | — | ||||||||||
| Connectivity obligations under service agreements | 0.5 | 0.4 | 0.1 | — | — | |||||||||||||||
| Operating leases including short-term leases | 8.3 | 3.5 | 4.4 | 0.3 | 0.1 | |||||||||||||||
| TOTAL(1) | $ | 13.5 | $ | 8.6 | $ | 4.5 | $ | 0.3 | $ | 0.1 | ||||||||||
| (1) | The above table does not include up to $10 million for the potential redemption of shares of NRS’ Class B common stock, an aggregate of $22.0 million in performance bonds, and up to $14.0 million for other potential payments including contingent consideration related to business acquisitions, due to the uncertainty of the amount and/or timing of any such payments. |
Consolidated Financial Condition
| (in millions) | ||||||||||||
| Year ended July 31 | 2022 | 2021 | 2020 | |||||||||
| Cash flows provided by (used in): | ||||||||||||
| Operating activities | $ | 29.4 | $ | 66.6 | $ | (29.6 | ) | |||||
| Investing activities | (33.8 | ) | (44.1 | ) | (32.5 | ) | ||||||
| Financing activities | (15.6 | ) | (4.5 | ) | (5.6 | ) | ||||||
| Effect of exchange rate changes on cash, cash equivalents, and restricted cash and cash equivalents | (17.4 | ) | 7.7 | 11.7 | ||||||||
| (Decrease) increase in cash, cash equivalents, and restricted cash and cash equivalents | $ | (37.4 | ) | $ | 25.7 | $ | (56.0 | ) | ||||
| 53 |
Operating Activities
Our cash flows from operations vary significantly from quarter to quarter and from year to year, depending on our operating results and the timing of operating cash receipts and payments, specifically trade accounts receivable and trade accounts payable.
Gross trade accounts receivable increased to $70.2 million at July 31, 2022 from $51.1 million at July 31, 2021 fromand $50.3 million at July 31, 2020 primarily due to amounts billed during fiscal 2022 and fiscal 2021 that were greater than collections in fiscal 2022 and fiscal 2021. The most significant increases in the gross trade accounts receivable balance at July 31, 2022 compared to July 31, 2021 were in BOSS Money and NRS.
Deferred revenue arises from sales of prepaid products and varies from period to period depending on the mix and the timing of revenues. Deferred revenue increaseddecreased to $36.5 million at July 31, 2022 from $42.3 million at July 31, 2021 due to decreases in the BOSS Revolution Calling and Mobile Top-Up deferred revenue balances, and increased at July 31, 2021 from $40.1 million at July 31, 2020 primarily due to an increase in the BOSS Revolution Calling deferred revenue balance.
Customer deposit liabilities at IDT Financial Services Limited, our Gibraltar-based bank, decreased to $85.8 million at July 31, 2022 from $115.5 million at July 31, 2021 fromand $116.0 million at July 31, 2020. Our restricted cash and cash equivalents included $86.6 million, $115.8 million, and $116.3 million at July 31, 2022, 2021, and 2020, respectively, held by the bank.
On December 21, 2020, we received $2.0 million from the sale to a third party of all our rights under the Payment Card Interchange Fee and Merchant Discount Antitrust Litigation. The lawsuit is aboutLitigation related to claims that merchants paid excessive fees to accept Visa and Mastercard cards between January 1, 2004 and January 25, 2019 because Visa and Mastercard, individually, and together with their respective member banks, violated the antitrust laws.2019.
On June 21, 2018, the United States Supreme Court rendered a decision in South Dakota v. Wayfair, Inc., holding that a state may require a remote seller with no physical presence in the state to collect and remit sales tax on goods and services provided to purchasers in the state, overturning certain existing court precedent. We have evaluated our state tax filings with respect to the Wayfair decision and are in the process of reviewing our remittance practices. It is possible that one or more jurisdictions may assert that we have liability for periods for which we have not collected sales, use or other similar taxes, and if such an assertion or assertions were successful it could materially and adversely affect our business, financial position, and operating results. One or more jurisdictions may change their laws or policies to apply their sales, use or other similar taxes to our operations, and if such changes were made it could materially and adversely affect our business, financial position, and operating results.
Investing Activities
Our capital expenditures were $16.8 million in fiscal 2021 compared to $16.0 million in fiscal 2020. We currently anticipate that total capital expenditures in fiscal 2022 will be $18 million to $20 million. We expect to fund our capital expenditures with our net cash provided by operating activities and cash, cash equivalents, debt securities, and current equity investments on hand.
On December 3, 2020, our subsidiary IDT International Telecom, Inc., or IDTIT, acquired 51% of the issued shares of a company for $2.4 million, net of cash acquired. We also recorded $0.4 million for the estimated fair value of contingent consideration. The contingent consideration of $0.5 million will be paid (a) no later than November 30, 2021 if the acquired company generates EBITDA (as defined in the purchase agreement) of no less than $1.0 million between October 1, 2020 and September 30, 2021; or (b) no later than November 30, 2022 if the acquired company generates EBITDA of no less than $1.0 million between October 1, 2021 and September 30, 2022. Also, pursuant to a Put/Call Option Agreement related to the 5% of the issued shares of the acquired company that the seller did not initially sell to IDTIT, or the Option Shares, the seller exercised its option and on March 22, 2021, IDTIT purchased the Option Shares for $0.3 million. On June 15, 2021, IDTIT purchased 19% of the issued shares of the acquired company from the remaining noncontrolling interest holder for $1.0 million. We also recorded $0.2 million for the estimated fair value of contingent consideration. The contingent consideration of up to $0.3 million will be paid if the acquired company meets certain Adjusted EBITDA targets (as defined in the purchase agreement) no later than April 1, 2023.
On December 11, 2019, our subsidiary, net2phone, Inc. acquired 100% of the outstanding shares of Ringsouth Europa, S.L., a regional provider of cloud communications services to businesses in Spain. The cash paid for the acquisition was $0.5 million. We also recorded $0.4 million for the estimated fair value of contingent consideration. The contingent consideration includes two potential payments to the seller of $0.4 million each, based on monthly recurring revenue targets to be achieved over a 36-month period and 48-month period. The second potential payment is not contingent upon meeting the target for the first payment.
On September 29, 2021, NRS sold 862,442 shares of its Class B common stock, which represents 2.5% of its outstanding capital stock on a fully diluted basis, to Alta Fox Opportunities Fund LP, or Alta Fox, for cash of $10 million. Alta Fox has the right to request redemption of all or any portion of the NRS common shares that it purchased at the per share purchase price during a period of 182 days following the fifth anniversary of this transaction. The redemption right shall terminate upon the consummation of (i) a sale of NRS or its assets for cash or securities that are listed on a national securities exchange, (ii) a public offering of NRS’ securities, or (iii) a distribution of NRS’ capital stock following which NRS’ common shares are listed on a national securities exchange.
As of May 31, 2021, we purchased a warrant from the shareholders of a VIE for cash of $0.8 million, which is included in financing activities, and a contingent payment of $0.1 million. We acquired cash of $3.3 million from the initial consolidation of the VIE, which is included in investing activities.
On December 7, 2020, we purchased from Rafael Holdings 218,245 newly issued shares of Rafael Holding’s Class B common stock and a warrant to purchase up to 43,649 shares of Rafael Holding’s Class B common stock at an exercise price of $22.91 at any time on or after December 7, 2020 and on or prior to June 6, 2022. The aggregate purchase price was $5.0 million. The purchase price was based on a per share price of $22.91, which was the closing price of Rafael Holding’s Class B common stock on the New York Stock Exchange on the trading day immediately preceding the purchase date. On March 15, 2021, we exercised the warrant in full and purchased 43,649 shares of Rafael Holding’s Class B common stock for cash of $1.0 million.
On February 2, 2021, we paid $4.0 million to purchase shares of the EMI’s series B convertible preferred stock representing 23.95% of the outstanding shares of the EMI on an as converted basis. On August 10, 2021, we paid $1.1 million to purchase shares of the EMI’s series C convertible preferred stock and additional shares of the EMI’s series B convertible preferred stock. These purchases increased our ownership of the EMI’s outstanding shares to 26.57% on an as converted basis.
Purchases of debt securities and equity investments were $43.2 million and $22.4 million in fiscal 2021 and fiscal 2020, respectively. Proceeds from maturities and sales of debt securities and redemptions of equity investments were $26.2 million and $6.5 million in fiscal 2021 and fiscal 2020, respectively.
Financing Activities
We distributed cash of $0.9 million and $0.9 million in fiscal 2021 and fiscal 2020, respectively, to the noncontrolling interests in certain of our subsidiaries.
In fiscal 2021 and fiscal 2020, we received proceeds from financing-related other liabilities of $0.7 million and nil, respectively.
In fiscal 2021 and fiscal 2020, we repaid financing-related other liabilities of $0.1 million and $0.5 million, respectively.
On April 20, 2020, our subsidiary, IDT Domestic Telecom, Inc., or IDT DT, received loan proceeds of $10.0 million from TD Bank, N.A., pursuant to the Paycheck Protection Program, or the PPP Loan, under the Coronavirus Aid, Relief, and Economic Security Act, or CARES Act, administered by the U.S. Small Business Administration. On April 29, 2020, IDT DT returned all $10.0 million in proceeds from the PPP Loan.
In fiscal 2021 and fiscal 2020, we received proceeds from the exercise of stock options of $0.7 million and $0.3 million, respectively, for which we issued 81,041 and 32,551 shares, respectively, of our Class B common stock.
Our subsidiary, IDT Telecom, Inc., or IDT Telecom, entered into a credit agreement, dated as of May 17, 2021, with TD Bank, N.A. for a revolving credit facility for up to a maximum principal amount of $25.0 million. IDT Telecom may use the proceeds to finance working capital requirements and for certain closing costs of the facility. At July 31, 2021, IDT Telecom had not borrowed any amounts under this facility. The revolving credit facility is secured by primarily all of IDT Telecom’s assets. The principal outstanding bears interest per annum at the Intercontinental Exchange Benchmark Administration Ltd. LIBOR multiplied by the Regulation D maximum reserve requirement plus 125 to 175 basis points, depending upon IDT Telecom’s leverage ratio as computed for the most recent fiscal quarter. Interest is payable monthly, and all outstanding principal and any accrued and unpaid interest is due in May 2024. IDT Telecom pays a quarterly unused commitment fee on the average daily balance of the unused portion of the $25.0 million commitment of 30 to 85 basis points, depending upon IDT Telecom’s leverage ratio as computed for the most recent fiscal quarter. IDT Telecom is required to comply with various affirmative and negative covenants as well as maintain certain targets based on financial ratios during the term of the revolving credit facility. As of July 31, 2021, IDT Telecom was in compliance with all of the covenants.
IDT Telecom had a credit agreement, dated as of October 31, 2019, with TD Bank, N.A. for a revolving credit facility for up to a maximum principal amount of $25.0 million until its maturity on July 15, 2020. The principal outstanding incurred interest per annum at the LIBOR rate adjusted by the Regulation D maximum reserve requirement plus 125 basis points. In fiscal 2020, we borrowed and repaid an aggregate of $1.4 million under the facility. IDT Telecom paid a quarterly unused commitment fee of 0.3% per annum on the average daily balance of the unused portion of the $25.0 million commitment.
We have an existing stock repurchase program authorized by our Board of Directors for the repurchase of shares of our Class B common stock. The Board of Directors authorized the repurchase of up to 8.0 million shares in the aggregate. In fiscal 2021, we repurchased 463,792 shares of Class B common stock for an aggregate purchase price of $2.8 million. In fiscal 2020, we repurchased 671,117 shares of our Class B common stock for an aggregate purchase price of $4.2 million. At July 31, 2021, 5.8 million shares remained available for repurchase under the stock repurchase program.
In fiscal 2021 and fiscal 2020, we paid $1.3 million and $0.3 million, respectively, to repurchase 109,381 and 37,348 shares, respectively, of our Class B common stock that were tendered by employees of ours to satisfy the employees’ tax withholding obligations in connection with the lapsing of restrictions on awards of deferred stock units and restricted stock. Such shares are repurchased by us based on their fair market value on the trading day immediately prior to the vesting date.
Other Sources and Uses of Resources
We are considering spin-offs, sales of equity, and other potential dispositions of certain of our subsidiaries. Some of the transactions under consideration are in early stages and others are more advanced. A spin-off may include the contribution of a significant amount of cash, cash equivalents, debt securities, and/or equity securities to the subsidiary prior to the spin-off, which would reduce our capital resources. The sale of a subsidiary’s equity in an initial public offering or other transaction would instead be a source of cash. In fiscal 2021, we announced that our Board of Directors had directed us to prepare for the potential spin-off of our net2phone cloud communications business. Management subsequently has stated that it expects the preparations will be complete by the end of calendar year 2021 or shortly thereafter. There is no assurance at this time that any of these transactions will be completed.
We intend to, where appropriate, make other strategic investments and acquisitions to complement, expand, and/or enter into new businesses. In considering acquisitions and investments, we search for opportunities to profitably grow our existing businesses and/or to add qualitatively to the range and diversification of businesses in our portfolio. At this time, we cannot guarantee that we will be presented with acquisition opportunities that meet our return-on-investment criteria, or that our efforts to make acquisitions that meet our criteria will be successful.
CONTRACTUAL OBLIGATIONS AND OTHER COMMERCIAL COMMITMENTS
The following table quantifies our future contractual obligations and other commercial commitments at July 31, 2021:
Payments Due by Period
| (in millions) | Total | Less than 1 year | 1—3 years | 4—5 years | After 5 years | |||||||||||||||
| Purchase commitments | $ | 3.7 | $ | 3.7 | $ | — | $ | — | $ | — | ||||||||||
| Connectivity obligations under service agreements | 0.8 | 0.7 | 0.1 | — | — | |||||||||||||||
| Operating leases including short-term leases | 8.9 | 3.2 | 4.3 | 1.4 | — | |||||||||||||||
| TOTAL CONTRACTUAL OBLIGATIONS(1) | $ | 13.4 | $ | 7.6 | $ | 4.4 | $ | 1.4 | $ | — | ||||||||||
OFF-BALANCE SHEET ARRANGEMENTS
We do not have any “off-balance sheet arrangements,” as defined in relevant SEC regulations that are reasonably likely to have a current or future effect on our financial condition, results of operations, liquidity, capital expenditures or capital resources, other than the following.
In connection with our spin-off of Straight Path in July 2013, we and Straight Path entered into various agreements prior to the spin-off including a Separation and Distribution Agreement to effect the separation and provide a framework for our relationship with Straight Path after the spin-off, and a Tax Separation Agreement, which sets forth the responsibilities of us and Straight Path 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 the Separation and Distribution Agreement, we indemnify Straight Path and Straight Path indemnifies us 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, we indemnify Straight Path from all liability for taxes of Straight Path or any of its subsidiaries or relating to the Straight Path business with respect to taxable periods ending on or before the spin-off, from all liability for taxes of ours, other than Straight Path and its subsidiaries, for any taxable period, and from all liability for taxes due to the spin-off. (see Note 2223 to the Consolidated Financial Statements included in Item 8 to Part II of this Annual Report).
Investing Activities
Our capital expenditures were $21.9 million in fiscal 2022, $16.8 million in fiscal 2021 and $16.0 million in fiscal 2020. We currently anticipate that total capital expenditures in fiscal 2023 will be $19 million to $21 million. We expect to fund our capital expenditures with our net cash provided by operating activities and cash, cash equivalents, debt securities, and current equity investments on hand.
| 54 |
On March 3, 2022, net2phone 2.0 purchased all of the outstanding shares of Onwaba S.R.L. and Gem S.R.L. for cash of $7.1 million, net of cash acquired. We also recorded an aggregate of $4.5 million for the estimated fair value of future payments subject to holdback and contingent consideration. Onwaba S.R.L. and Gem S.R.L. are located in Uruguay and use the trade name Integra CCS. The purchase price also included 27,765 shares of our Class B common stock with a value of $1.0 million that were issued at closing. The potential future payments are an aggregate of up to $3.3 million, half of which will be paid at the end of 12 months after closing and the remainder will be paid at the end of 24 months after closing, subject to holdback for the settlement of claims against the sellers, if any. The contingent consideration is an aggregate of up to $3.5 million based on annual cumulative incremental recurring seat revenue over a four-year period, payable in cash and/or equity at net2phone 2.0’s discretion.
On March 1, 2022, our subsidiary, IDT International Telecom, Inc., or IDTIT, purchased all of the outstanding shares of Leaf Global Fintech Corporation, or Leaf, for cash of $0.3 million, net of cash acquired. We also recorded $3.3 million for the estimated fair value of contingent consideration. Leaf is a provider of digital wallet services in emerging markets currently serving unbanked customers in Rwanda, Uganda, and Kenya. The Leaf wallet is a mobile platform available on both smartphones and non-smartphones through an app or by utilizing a USSD interface accessed via a short code. The Leaf digital wallet enables customers to store, send, receive, and exchange currencies on their phones domestically and across borders. The Leaf platform leverages the Stellar network for storing and disseminating transaction data while maintaining value with stablecoins. Stellar is an open-source, decentralized blockchain network that connects global financial infrastructure, optimized for payments and specifically to support cross-border transactions. The contingent consideration is an aggregate of up to $5.5 million based on annual gross profit over a five-year period. In September 2022, we determined that the requirements for a portion of the contingent consideration payments related to the Leaf acquisition would not be met. We recorded a gain of $1.6 million on the write-off of this contingent consideration payment obligation in the first quarter of fiscal 2023.
On December 3, 2020, IDTIT acquired 51% of the issued shares of Sochitel for $2.4 million, net of cash acquired. We also recorded $0.4 million for the estimated fair value of contingent consideration. The contingent consideration of $0.5 million will be paid no later than November 30, 2022 if Sochitel meets an EBITDA threshold between October 1, 2021 and September 30, 2022. Also, pursuant to a Put/Call Option Agreement related to the 5% of the issued shares of Sochitel that the seller did not initially sell to IDTIT, or the Option Shares, the seller exercised its option and on March 22, 2021, IDTIT purchased the Option Shares for $0.3 million. On June 15, 2021, IDTIT purchased 19% of Sochitel’s issued shares from the remaining noncontrolling interest holder for $1.0 million. We also recorded $0.2 million for the estimated fair value of contingent consideration. The contingent consideration of up to $0.3 million will be paid if Sochitel meets certain Adjusted EBITDA targets (as defined in the purchase agreement) no later than April 1, 2023.
On December 11, 2019, our subsidiary, net2phone, Inc. acquired 100% of the outstanding shares of Ringsouth Europa, S.L., a regional provider of cloud communications services to businesses in Spain. The cash paid for the acquisition was $0.5 million. We also recorded $0.4 million for the estimated fair value of contingent consideration. The contingent consideration is an aggregate of $0.8 million, based on monthly recurring revenue targets to be achieved by fiscal 2024.
As of May 31, 2021, we purchased a warrant from the shareholders of a VIE for cash of $0.8 million, which is included in financing activities, and a contingent payment of $0.1 million. We acquired cash of $3.3 million from the initial consolidation of the VIE, which is included in investing activities.
On December 7, 2020, we purchased from Rafael Holdings 218,245 newly issued shares of Rafael Holding’s Class B common stock and a warrant to purchase up to 43,649 shares of Rafael Holding’s Class B common stock at an exercise price of $22.91 at any time on or after December 7, 2020 and on or prior to June 6, 2022. The aggregate purchase price was $5.0 million. The purchase price was based on a per share price of $22.91, which was the closing price of Rafael Holding’s Class B common stock on the New York Stock Exchange on the trading day immediately preceding the purchase date. On March 15, 2021, we exercised the warrant in full and purchased 43,649 shares of Rafael Holding’s Class B common stock for cash of $1.0 million.
On February 2, 2021, we paid $4.0 million to purchase shares of the EMI’s series B convertible preferred stock, and on August 10, 2021, we paid $1.1 million to purchase shares of the EMI’s series C convertible preferred stock and additional shares of the EMI’s series B convertible preferred stock. The initial shares purchased represented 23.95% of the outstanding shares of the EMI on an as converted basis. The subsequent purchases increased our ownership to 26.57% on an as converted basis.
Purchases of debt securities and equity investments were $24.5 million, $43.2 million, and $22.4 million in fiscal 2022, fiscal 2021, and fiscal 2020, respectively. Proceeds from maturities and sales of debt securities and redemptions of equity investments were $21.2 million, $26.2 million, and $6.5 million in fiscal 2022, fiscal 2021, and fiscal 2020, respectively.
Financing Activities
We distributed cash of $0.5 million, $0.8 million, and $0.9 million in fiscal 2022, fiscal 2021, and fiscal 2020, respectively, to the noncontrolling interests in certain of our subsidiaries.
| 55 |
In fiscal 2022, fiscal 2021, and fiscal 2020, we received proceeds from financing-related other liabilities of $2.3 million, $0.7 million, and nil, respectively.
In fiscal 2022, fiscal 2021, and fiscal 2020, we repaid financing-related other liabilities of $1.3 million, $0.1 million, and $0.5 million, respectively.
On September 29, 2021, NRS sold shares of its Class B common stock representing 2.5% of its outstanding capital stock on a fully diluted basis, to Alta Fox Opportunities Fund LP, or Alta Fox, for cash of $10 million. Alta Fox has the right to request that NRS redeem all or any portion of the NRS common shares that it purchased at the per share purchase price during a period of 182 days following the fifth anniversary of this transaction. The redemption right shall terminate upon the consummation of (i) a sale of NRS or its assets for cash or securities that are listed on a national securities exchange, (ii) a public offering of NRS’ securities, or (iii) a distribution of NRS’ capital stock following which NRS’ common shares are listed on a national securities exchange.
On April 20, 2020, our subsidiary, IDT Domestic Telecom, Inc., or IDT DT, received loan proceeds of $10.0 million from TD Bank, N.A., pursuant to the Paycheck Protection Program, or the PPP Loan, under the Coronavirus Aid, Relief, and Economic Security Act, or CARES Act, administered by the U.S. Small Business Administration. On April 29, 2020, IDT DT returned all $10.0 million in proceeds from the PPP Loan.
Our subsidiary, IDT Telecom, Inc., or IDT Telecom, entered into a credit agreement, dated as of May 17, 2021, with TD Bank, N.A. for a revolving credit facility for up to a maximum principal amount of $25.0 million. IDT Telecom may use the proceeds to finance working capital requirements and for certain closing costs of the facility. At July 31, 2022 and 2021, there were no amounts outstanding under this facility. In fiscal 2022, IDT Telecom borrowed and repaid an aggregate of $2.6 million under the facility. The revolving credit facility is secured by primarily all of IDT Telecom’s assets. The principal outstanding bears interest per annum at the Intercontinental Exchange Benchmark Administration Ltd. LIBOR multiplied by the Regulation D maximum reserve requirement plus 125 to 175 basis points, depending upon IDT Telecom’s leverage ratio as computed for the most recent fiscal quarter. Interest is payable monthly, and all outstanding principal and any accrued and unpaid interest is due on May 16, 2024. IDT Telecom pays a quarterly unused commitment fee on the average daily balance of the unused portion of the $25.0 million commitment of 30 to 85 basis points, depending upon IDT Telecom’s leverage ratio as computed for the most recent fiscal quarter. IDT Telecom is required to comply with various affirmative and negative covenants as well as maintain certain targets based on financial ratios during the term of the revolving credit facility. As of July 31, 2022, IDT Telecom was in compliance with all of the covenants.
IDT Telecom had a credit agreement, dated as of October 31, 2019, with TD Bank, N.A. for a revolving credit facility for up to a maximum principal amount of $25.0 million until its maturity on July 15, 2020. The principal outstanding incurred interest per annum at the LIBOR rate adjusted by the Regulation D maximum reserve requirement plus 125 basis points. In fiscal 2020, IDT Telecom borrowed and repaid an aggregate of $1.4 million under the facility. IDT Telecom paid a quarterly unused commitment fee of 0.3% per annum on the average daily balance of the unused portion of the $25.0 million commitment.
In fiscal 2022, fiscal 2021, and fiscal 2020, we received cash from the exercise of stock options of $0.1 million, $0.7 million, and $0.3 million, respectively, for which we issued 10,000; 81,041; and 32,551 shares, respectively, of our Class B common stock. In addition, in April 2022, Howard S. Jonas exercised stock options for 1.0 million shares of our Class B common stock that were granted on May 2, 2017. The exercise price of these options was $14.93 per share and the expiration date was May 1, 2022. Mr. Jonas used 528,635 shares of our Class B common stock with a value of $14.9 million to pay the aggregate exercise price of the options.
We have performance bonds issued through third partiesan existing stock repurchase program authorized by our Board of Directors for the benefitrepurchase of various statesshares of our Class B common stock. The Board of Directors authorized the repurchase of up to 8.0 million shares in order to comply with the states’ financial requirementsaggregate. In fiscal 2022, we repurchased 554,744 shares of Class B common stock for money remittance licenses and telecommunications resellers.an aggregate purchase price of $13.4 million. In fiscal 2021, we repurchased 463,792 shares of Class B common stock for an aggregate purchase price of $2.8 million. In fiscal 2020, we repurchased 671,117 shares of our Class B common stock for an aggregate purchase price of $4.2 million. At July 31, 2022, 5.2 million shares remained available for repurchase under the stock repurchase program.
In fiscal 2022, fiscal 2021, and fiscal 2020, we had aggregate performance bondspaid $9.0 million, $1.3 million, and $0.3 million, respectively, to repurchase 200,438; 109,381; and 37,348 shares, respectively, of $19.6our Class B common stock that were tendered by employees of ours to satisfy the employees’ tax withholding obligations in connection with the vesting of deferred stock units and the lapsing of restrictions on restricted stock. In addition, in April 2022, Mr. Jonas tendered 137,364 shares of our Class B common stock with a value of $3.9 million outstanding.to satisfy a portion of his tax obligations in connection with his stock option exercises. Such shares are repurchased by us based on their fair market value on the trading day immediately prior to the vesting date.
| 56 |
Other Sources and Uses of Resources
We are considering spin-offs and other potential dispositions of certain of our subsidiaries. Some of the transactions under consideration are in early stages and others are more advanced. A spin-off may include the contribution of a significant amount of cash, cash equivalents, debt securities, and/or equity securities to the subsidiary prior to the spin-off, which would reduce our capital resources. There is no assurance at this time that any of these transactions will be completed.
We intend to, where appropriate, make strategic investments and acquisitions to complement, expand, and/or enter into new businesses. In considering acquisitions and investments, we search for opportunities to profitably grow our existing businesses and/or to add qualitatively to the range and diversification of businesses in our portfolio. At this time, we cannot guarantee that we will be presented with acquisition opportunities that meet our return-on-investment criteria, or that our efforts to make acquisitions that meet our criteria will be successful.
Item 7A. Quantitative and Qualitative Disclosures about Market Risks.
SmallerForeign Currency Risk
Revenues from our international operations were 29%, 22%, and 31% of our consolidated revenues in fiscal 2022, fiscal 2021, and fiscal 2020, respectively. On July 31, 2020, we restructured certain operations for tax purposes resulting in the change of geographic sourcing of revenues from the Netherlands to the United States, and on February 1, 2021, geographic sourcing was changed from the United States to the United Kingdom. A significant portion of our revenues is in currencies other than the U.S. Dollar. Our foreign currency exchange risk is somewhat mitigated by our ability to offset a portion of these non-U.S. Dollar-denominated revenues with operating expenses that are paid in the same currencies. While the impact from fluctuations in foreign exchange rates affects our revenues and expenses denominated in foreign currencies, the net amount of our exposure to foreign currency exchange rate changes at the end of each reporting companies areperiod is generally not requiredmaterial.
Investment Risk
We hold a portion of our assets in debt and equity securities, including hedge funds, for strategic and speculative purposes. At July 31, 2022 and 2021, the value of our debt and equity securities was an aggregate of $46.8 million and $68.1 million, respectively, which represented 9% and 13%, respectively, of our total assets. Investments in debt and equity securities carry a degree of risk and depend to providea great extent on correct assessments of the information requiredfuture course of price movements of securities and other instruments. There can be no assurance that our investment managers will be able to accurately predict these price movements. The securities markets have in recent years been characterized by this item.great volatility and unpredictability. Accordingly, the value of our investments may go down as well as up and we may not receive the amounts originally invested upon redemption.
Item 8. Financial Statements and Supplementary Data.
The Consolidated Financial Statements of the Company and the reports of the independent registered public accounting firms thereon starting on page F-1 are included herein.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
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.
2022.
Report of Management on Internal Control over Financial Reporting
We, the management of IDT Corporation and subsidiaries (the “Company”), are responsible for establishing and maintaining adequate internal control over financial reporting of the Company.
| 57 |
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, 2021.2022. 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 (“COSO”).
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, 2021.2022. Based on our evaluation, our principal executive officer and principal financial officer concluded that the Company’s internal control over financial reporting as of July 31, 20212022 was effective based on the criteria established in the Internal Control-Integrated Framework (2013) issued by COSO.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Grant Thornton, LLP has provided an attestation report on the Company’s internal control over financial reporting as of July 31, 2021.2022.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during the fourth quarter of fiscal 20212022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Stockholders
IDT Corporation
Opinion on internal control over financial reporting
We have audited the internal control over financial reporting of IDT Corporation (a Delaware corporation) and subsidiaries (the “Company”) as of July 31, 2021,2022, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of July 31, 2021,2022, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of and for the year ended July 31, 2021,2022, and our report dated October 14, 20212022 expressed an unqualified opinion on those financial statements.
Basis for opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying “Report of Management on Internal Control over Financial Reporting”. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the 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 audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and limitations of internal control over financial reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting 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 the 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.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ GRANT THORNTON LLP
New York, New York
October 14, 2022
Item 9B. Other Information.
None.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
| 59 |
Part III
Item 10. Directors, Executive Officers 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
Shmuel Jonas—Chief Executive Officer
Howard S. Jonas—Chairman
Marcelo Fischer—Chief Financial Officer
Bill Pereira—President and Chief Operating Officer
Mitch Silberman—Chief Accounting Officer and Controller
Joyce J. Mason—Executive Vice President, General Counsel and Corporate Secretary
Menachem Ash—Executive Vice President of Strategy and Legal Affairs
Nadine Shea – Executive Vice President of Global Human Resources
David Wartell —Chief Technology Officer
Directors
Howard S. Jonas—Chairman of the Board
Liora Stein—CurrentMember of the Board Member
Michael Chenkin—Certified Public Accountant; previously worked in the Audit Department of Coopers and Lybrand and as a consultant to the securities industry
Eric F. Cosentino—Former Rector of the Episcopal Church of the Divine Love, Montrose, New York
Judah Schorr—Founder of Judah Schorr MD PC, an anesthesia provider to hospitals, ambulatory surgery centers and medical offices, and has been its President and owner since its inception
Bill Pereira – Ex Officio (non-voting) member of the Board
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, 2021,2022, 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 (www.idt.net/ir)(www.idt.net/ir) 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, 2021,2022, 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, 2021,2022, 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, 2021,2022, and which is incorporated by reference herein.
Item 14. Principal AccountingAccountant 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, 2021,2022, and which is incorporated by reference herein.
Part IV
Item 15. Exhibits,Exhibit and Financial Statement Schedules.
| (a) | The following documents are filed as part of this Report: |
| 1. | Report of Management on Internal Control Over Financial Reporting |
Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting
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 10.01, 10.02, 10.03, 10.04, |
The exhibits listed in paragraph (b) of this itemItem 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.
| (b) | Exhibits. |
| * | filed herewith. |
| (1) | Incorporated by reference to Form 8-K, filed April 5, 2011. |
| (2) | Incorporated by reference to Form 8-K, filed |
| (3) | Incorporated by reference to Form 10-K/A, filed December 22, 2020. |
| (4) | Incorporated by reference to Form 8-K, filed December |
| (5) | Incorporated by reference to Schedule 14A, filed November 5, 2013. |
| (6) | Incorporated by reference to Form S-8, filed October |
| (7) | Incorporated by reference to Form 8-K, filed January 14, 2015. |
| (8) | Incorporated by reference to Form 8-K, filed December 5, |
Item 16. Form 10-K Summary.
None.
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.
| IDT CORPORATION | ||
| By: | /s/ Shmuel Jonas | |
| Shmuel Jonas Chief Executive Officer | ||
Date: October 14, 20212022
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/ Shmuel Jonas | Chief Executive Officer | October 14, | ||
| Shmuel Jonas | (Principal Executive Officer) | |||
| /s/ Marcelo Fischer | Chief Financial Officer | October 14, | ||
| Marcelo Fischer | (Principal Financial Officer) | |||
| /s/ Mitch Silberman | Chief Accounting Officer and Controller | October 14, | ||
| Mitch Silberman | (Principal Accounting Officer) | |||
| /s/ Howard S. Jonas | Chairman of the Board | October 14, | ||
| Howard S. Jonas | ||||
| /s/ Liora Stein | Director | October 14, | ||
| Liora Stein | ||||
| /s/ Michael Chenkin | Director | October 14, | ||
| Michael Chenkin | ||||
| /s/ Eric F. Cosentino | Director | October 14, | ||
| Eric F. Cosentino | ||||
| /s/ Judah Schorr | Director | October 14, | ||
| Judah Schorr |
IDT Corporation
Index to Consolidated Financial Statements
| F-1 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Stockholders
IDT Corporation
Opinion on the financial statements
We have audited the accompanying consolidated balance sheets of IDT Corporation (a Delaware corporation) and subsidiaries (the “Company”) as of July 31, 20212022 and 2020,2021, the related consolidated statements of income, comprehensive income, equity, and cash flows for each of the twothree years in the period ended July 31, 2021,2022, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of July 31, 20212022 and 2020,2021, and the results of its operations and its cash flows for each of the twothree years in the period ended July 31, 20212022, in conformity with accounting principles generally accepted in the United States of America.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of July 31, 2021,2022, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated October 14, 20212022 expressed an unqualified opinion.
Basis for opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the 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 financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the 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 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 financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical audit matters
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.
/s/ GRANT THORNTON LLP
We have served as the Company’s auditor since 2020.
New York, New York
October 14, 20212022
| F-2 |
IDT CORPORATION
CONSOLIDATED BALANCE SHEETS
July 31 (in thousands) | 2022 | 2021 | ||||||
| ASSETS | ||||||||
| CURRENT ASSETS: | ||||||||
| Cash and cash equivalents | $ | 98,352 | $ | 107,147 | ||||
| Restricted cash and cash equivalents | 91,210 | 119,769 | ||||||
| Debt securities | 22,303 | 14,012 | ||||||
| Equity investments | 17,091 | 42,434 | ||||||
| Trade accounts receivable, net of allowance for doubtful accounts of $5,882 and $4,438 at July 31, 2022 and 2021, respectively | 64,315 | 46,644 | ||||||
| Disbursement prefunding | 21,057 | 27,656 | ||||||
| Prepaid expenses | 17,526 | 13,694 | ||||||
| Other current assets | 30,773 | 16,779 | ||||||
| TOTAL CURRENT ASSETS | 362,627 | 388,135 | ||||||
| Property, plant, and equipment, net | 36,866 | 30,829 | ||||||
| Goodwill | 26,380 | 14,897 | ||||||
| Other intangibles, net | 9,609 | 7,578 | ||||||
| Equity investments | 7,426 | 11,654 | ||||||
| Operating lease right-of-use assets | 7,210 | 7,671 | ||||||
| Deferred income tax assets, net | 36,701 | 41,502 | ||||||
| Other assets | 10,275 | 10,389 | ||||||
| TOTAL ASSETS | $ | 497,094 | $ | 512,655 | ||||
| LIABILITIES AND EQUITY | ||||||||
| CURRENT LIABILITIES: | ||||||||
| Trade accounts payable | $ | 29,080 | $ | 24,502 | ||||
| Accrued expenses | 117,109 | 129,085 | ||||||
| Deferred revenue | 36,531 | 42,293 | ||||||
| Customer deposits | 85,764 | 115,524 | ||||||
| Other current liabilities | 36,588 | 27,930 | ||||||
| TOTAL CURRENT LIABILITIES | 305,072 | 339,334 | ||||||
| Operating lease liabilities | 4,606 | 5,473 | ||||||
| Other liabilities | 6,588 | 1,234 | ||||||
| TOTAL LIABILITIES | 316,266 | 346,041 | ||||||
| Commitments and contingencies | - | |||||||
| Redeemable noncontrolling interest | 10,191 | — | ||||||
| EQUITY: | ||||||||
| IDT Corporation stockholders’ equity: | ||||||||
| Preferred stock, $ par value; authorized shares—; shares issued | — | — | ||||||
| Class A common stock, $ par value; authorized shares—; shares issued and shares outstanding at July 31, 2022 and 2021 | 33 | 33 | ||||||
| Class B common stock, $par value; authorized shares—; and shares issued and and shares outstanding at July 31, 2022 and 2021, respectively | 277 | 264 | ||||||
| Common stock, value | ||||||||
| Additional paid-in capital | 296,005 | 278,021 | ||||||
| Treasury stock, at cost, consisting of and shares of Class A common stock and and shares of Class B common stock at July 31, 2022 and 2021, respectively | (101,565 | ) | (60,413 | ) | ||||
| Accumulated other comprehensive loss | (11,305 | ) | (10,183 | ) | ||||
| Accumulated deficit | (15,830 | ) | (42,858 | ) | ||||
| Total IDT Corporation stockholders’ equity | 167,615 | 164,864 | ||||||
| Noncontrolling interests | 3,022 | 1,750 | ||||||
| TOTAL EQUITY | 170,637 | 166,614 | ||||||
| TOTAL LIABILITIES AND EQUITY | $ | 497,094 | $ | 512,655 | ||||
CONSOLIDATED BALANCE SHEETS
| July 31 (in thousands) | 2021 | 2020 | ||||||
| ASSETS | ||||||||
| CURRENT ASSETS: | ||||||||
| Cash and cash equivalents | $ | 107,147 | $ | 84,860 | ||||
| Restricted cash and cash equivalents | 119,769 | 116,362 | ||||||
| Debt securities | 14,012 | 18,363 | ||||||
| Equity investments | 42,434 | 5,964 | ||||||
| Trade accounts receivable, net of allowance for doubtful accounts of $4,438 and $6,085 at July 31, 2021 and 2020, respectively | 46,644 | 44,166 | ||||||
| Disbursement prefunding | 27,656 | 25,325 | ||||||
| Prepaid expenses | 13,694 | 7,790 | ||||||
| Other current assets | 16,779 | 19,302 | ||||||
| TOTAL CURRENT ASSETS | 388,135 | 322,132 | ||||||
| Property, plant, and equipment, net | 30,829 | 30,061 | ||||||
| Goodwill | 14,897 | 12,858 | ||||||
| Other intangibles, net | 7,578 | 3,959 | ||||||
| Equity investments | 11,654 | 8,833 | ||||||
| Operating lease right-of-use assets | 7,671 | 9,490 | ||||||
| Deferred income tax assets, net | 41,502 | 8,512 | ||||||
| Other assets | 10,389 | 8,905 | ||||||
| TOTAL ASSETS | $ | 512,655 | $ | 404,750 | ||||
| LIABILITIES AND EQUITY | ||||||||
| CURRENT LIABILITIES: | ||||||||
| Trade accounts payable | $ | 24,502 | $ | 25,150 | ||||
| Accrued expenses | 129,085 | 125,544 | ||||||
| Deferred revenue | 42,293 | 40,114 | ||||||
| Customer deposits | 115,524 | 115,992 | ||||||
| Other current liabilities | 27,930 | 18,070 | ||||||
| TOTAL CURRENT LIABILITIES | 339,334 | 324,870 | ||||||
| Operating lease liabilities | 5,473 | 7,353 | ||||||
| Other liabilities | 1,234 | 1,388 | ||||||
| TOTAL LIABILITIES | 346,041 | 333,611 | ||||||
| Commitments and contingencies | ||||||||
| EQUITY: | ||||||||
| IDT Corporation stockholders’ equity: | ||||||||
| Preferred stock, $ par value; authorized shares—; shares issued | — | — | ||||||
| Class A common stock, $ par value; authorized shares—; shares issued and shares outstanding at July 31, 2021 and 2020 | 33 | 33 | ||||||
| Class B common stock, $par value; authorized shares—; and shares issued and and shares outstanding at July 31, 2021 and 2020, respectively | 264 | 260 | ||||||
| Common stock, value | ||||||||
| Additional paid-in capital | 278,021 | 277,443 | ||||||
| Treasury stock, at cost, consisting of and shares of Class A common stock and and shares of Class B common stock at July 31, 2021 and 2020, respectively | (60,413 | ) | (56,221 | ) | ||||
| Accumulated other comprehensive loss | (10,183 | ) | (7,410 | ) | ||||
| Accumulated deficit | (42,858 | ) | (139,333 | ) | ||||
| Total IDT Corporation stockholders’ equity | 164,864 | 74,772 | ||||||
| Noncontrolling interests | 1,750 | (3,633 | ) | |||||
| TOTAL EQUITY | 166,614 | 71,139 | ||||||
| TOTAL LIABILITIES AND EQUITY | $ | 512,655 | $ | 404,750 | ||||
See accompanying notes to consolidated financial statements.
| F-3 |
IDT CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
| Year ended July 31 (in thousands, except per share data) | 2021 | 2020 | ||||||
| REVENUES | $ | 1,446,990 | $ | 1,345,769 | ||||
| COSTS AND EXPENSES: | ||||||||
| Direct cost of revenues (exclusive of depreciation and amortization) | 1,154,048 | 1,084,009 | ||||||
| Selling, general and administrative (i) | 218,467 | 214,846 | ||||||
| Depreciation and amortization | 17,764 | 20,406 | ||||||
| Severance | 452 | 3,503 | ||||||
| TOTAL COSTS AND EXPENSES | 1,390,731 | 1,322,764 | ||||||
| Other operating gain (expense), net (see Note 14) | 731 | (5,063 | ) | |||||
| Income from operations | 56,990 | 17,942 | ||||||
| Interest income, net | 318 | 1,043 | ||||||
| Other income (expense), net | 7,916 | (1,267 | ) | |||||
| Income before income taxes | 65,224 | 17,718 | ||||||
| Benefit from income taxes | 31,667 | 3,700 | ||||||
| NET INCOME | 96,891 | 21,418 | ||||||
| Net (income) loss attributable to noncontrolling interests | (416 | ) | 12 | |||||
| NET INCOME ATTRIBUTABLE TO IDT CORPORATION | $ | 96,475 | $ | 21,430 | ||||
| Earnings per share attributable to IDT Corporation common stockholders: | ||||||||
| Basic | $ | 3.78 | $ | 0.82 | ||||
| Diluted | $ | 3.70 | $ | 0.81 | ||||
| Weighted-average number of shares used in calculation of earnings per share: | ||||||||
| Basic | 25,495 | 26,278 | ||||||
| Diluted | 26,053 | 26,441 | ||||||
Year ended July 31 (in thousands, except per share data) | 2022 | 2021 | 2020 | |||||||||
| REVENUES | $ | 1,364,057 | $ | 1,446,990 | $ | 1,345,769 | ||||||
| COSTS AND EXPENSES: | ||||||||||||
| Direct cost of revenues (exclusive of depreciation and amortization) | 1,034,430 | 1,154,048 | 1,084,009 | |||||||||
| Selling, general and administrative (i) | 250,481 | 218,467 | 214,846 | |||||||||
| Depreciation and amortization | 18,115 | 17,764 | 20,406 | |||||||||
| Severance | 116 | 452 | 3,503 | |||||||||
| TOTAL COSTS AND EXPENSES | 1,303,142 | 1,390,731 | 1,322,764 | |||||||||
| Other operating (expense) gain, net (see Note 14) | (826 | ) | 731 | (5,063 | ) | |||||||
| Income from operations | 60,089 | 56,990 | 17,942 | |||||||||
| Interest income, net | 146 | 318 | 1,043 | |||||||||
| Other (expense) income, net | (25,352 | ) | 7,916 | (1,267 | ) | |||||||
| Income before income taxes | 34,883 | 65,224 | 17,718 | |||||||||
| (Provision for) benefit from income taxes | (5,878 | ) | 31,667 | 3,700 | ||||||||
| NET INCOME | 29,005 | 96,891 | 21,418 | |||||||||
| Net (income) loss attributable to noncontrolling interests | (1,977 | ) | (416 | ) | 12 | |||||||
| NET INCOME ATTRIBUTABLE TO IDT CORPORATION | $ | 27,028 | $ | 96,475 | $ | 21,430 | ||||||
| Earnings per share attributable to IDT Corporation common stockholders: | ||||||||||||
| Basic | $ | 1.05 | $ | 3.78 | $ | 0.82 | ||||||
| Diluted | $ | 1.03 | $ | 3.70 | $ | 0.81 | ||||||
| Weighted-average number of shares used in calculation of earnings per share: | ||||||||||||
| Basic | 25,791 | 25,495 | 26,278 | |||||||||
| Diluted | 26,356 | 26,053 | 26,441 | |||||||||
| (i) Stock-based compensation included in selling, general and administrative expenses | $ | 1,930 | $ | 1,490 | $ | 3,856 | ||||||
See accompanying notes to consolidated financial statements.
| F-4 |
IDT CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
| Year ended July 31 (in thousands) | 2021 | 2020 | ||||||
| NET INCOME | $ | 96,891 | $ | 21,418 | ||||
| Other comprehensive (loss) income: | ||||||||
| Change in unrealized gain on available-for-sale securities | (51 | ) | 42 | |||||
| Foreign currency translation adjustments | (2,722 | ) | (2,594 | ) | ||||
| Other comprehensive loss | (2,773 | ) | (2,552 | ) | ||||
| COMPREHENSIVE INCOME | 94,118 | 18,866 | ||||||
| Comprehensive (income) loss attributable to noncontrolling interests | (416 | ) | 12 | |||||
| COMPREHENSIVE INCOME ATTRIBUTABLE TO IDT CORPORATION | $ | 93,702 | $ | 18,878 | ||||
Year ended July 31 (in thousands) | 2022 | 2021 | 2020 | |||||||||
| NET INCOME | $ | 29,005 | $ | 96,891 | $ | 21,418 | ||||||
| Other comprehensive (loss) income: | ||||||||||||
| Change in unrealized (loss) gain on available-for-sale securities | (537 | ) | (51 | ) | 42 | |||||||
| Foreign currency translation adjustments | (585 | ) | (2,722 | ) | (2,594 | ) | ||||||
| Other comprehensive loss | (1,122 | ) | (2,773 | ) | (2,552 | ) | ||||||
| COMPREHENSIVE INCOME | 27,883 | 94,118 | 18,866 | |||||||||
| Comprehensive (income) loss attributable to noncontrolling interests | (1,977 | ) | (416 | ) | 12 | |||||||
| COMPREHENSIVE INCOME ATTRIBUTABLE TO IDT CORPORATION | $ | 25,906 | $ | 93,702 | $ | 18,878 | ||||||
See accompanying notes to consolidated financial statements.
| F-5 |
IDT CORPORATION
CONSOLIDATED STATEMENTS OF EQUITY (in thousands)
| 1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | Shares | Amount | Shares | Amount | Capital | Stock | Loss | Deficit | Interests | Equity | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| IDT Corporation Stockholders | IDT Corporation Stockholders | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Class A Common Stock | Class B Common Stock | Additional Paid-In | Treasury | Accumulated Other Comprehensive | Accumulated | Noncontrolling | Total | Class A Common Stock | Class B Common Stock | Additional Paid-In | Treasury | Accumulated Other Comprehensive | Accumulated | Noncontrolling | Total | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Stock | Loss | Deficit | Interests | Equity | Shares | Amount | Shares | Amount | Capital | Stock | Loss | Deficit | Interests | Equity | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| BALANCE AT JULY 31, 2019 | 3,272 | $ | 33 | 25,803 | $ | 258 | $ | 273,313 | $ | (51,739 | ) | $ | (4,858 | ) | $ | (160,763 | ) | $ | (2,687 | ) | $ | 53,557 | 3,272 | $ | 33 | 25,803 | $ | 258 | $ | 273,313 | $ | (51,739 | ) | $ | (4,858 | ) | $ | (160,763 | ) | $ | (2,687 | ) | $ | 53,557 | ||||||||||||||||||||||||||||||||||||
| Exercise of stock options | — | — | 33 | — | 276 | — | — | — | — | 276 | — | — | 33 | — | 276 | — | — | — | — | 276 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Repurchases of Class B common stock through repurchase program | — | — | — | — | — | (4,201 | ) | — | — | — | (4,201 | ) | — | — | — | — | — | (4,201 | ) | — | — | — | (4,201 | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Restricted Class B common stock purchased from employees | — | — | — | — | — | (281 | ) | — | — | — | (281 | ) | — | — | — | — | — | (281 | ) | — | — | — | (281 | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | 125 | 2 | 3,854 | — | — | — | — | 3,856 | — | — | 125 | 2 | 3,854 | — | — | — | — | 3,856 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Grant of restricted equity in subsidiary (see Note 11). | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock issued for matching contributions to the 401(k) Plan | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock issued for matching contributions to the 401(k) Plan, shares | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Business acquisition | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Acquisition of interest in variable interest entity (see Note 13) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Distributions to noncontrolling interests | — | — | — | — | — | — | — | — | (934 | ) | (934 | ) | — | — | — | — | — | — | — | — | (934 | ) | (934 | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | — | — | (2,552 | ) | — | — | (2,552 | ) | — | — | — | — | — | — | (2,552 | ) | — | — | (2,552 | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income for the year ended July 31, 2020 | — | — | — | — | — | — | — | 21,430 | (12 | ) | 21,418 | — | — | — | — | — | — | — | 21,430 | (12 | ) | 21,418 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| BALANCE AT JULY 31, 2020 | 3,272 | $ | 33 | 25,961 | $ | 260 | $ | 277,443 | $ | (56,221 | ) | $ | (7,410 | ) | $ | (139,333 | ) | $ | (3,633 | ) | $ | 71,139 | 3,272 | 33 | 25,961 | 260 | 277,443 | (56,221 | ) | (7,410 | ) | (139,333 | ) | (3,633 | ) | 71,139 | ||||||||||||||||||||||||||||||||||||||||||||
| Exercise of stock options | — | — | 81 | 1 | 686 | — | — | — | — | 687 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Repurchases of Class B common stock through repurchase program | — | — | — | — | — | (2,849 | ) | — | — | — | (2,849 | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Restricted Class B common stock purchased from employees | — | — | — | — | — | (1,343 | ) | — | — | — | (1,343 | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock issued for matching contributions to the 401(k) Plan | — | — | 36 | — | 1,042 | — | — | — | — | 1,042 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Grant of restricted equity in subsidiary | — | — | — | — | (2,361 | ) | — | — | — | 2,361 | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Business acquisition | — | — | — | — | (276 | ) | — | — | — | 945 | 669 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Acquisition of interest in variable interest entity | — | — | — | — | — | — | — | — | 2,509 | 2,509 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | 301 | 3 | 1,487 | — | — | — | — | 1,490 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Distributions to noncontrolling interests | — | — | — | — | — | — | — | — | (848 | ) | (848 | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | — | — | (2,773 | ) | — | — | (2,773 | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income for the year ended July 31, 2021 | — | — | — | — | — | — | — | 96,475 | 416 | 96,891 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| BALANCE AT JULY 31, 2021 | 3,272 | 33 | 26,379 | 264 | 278,021 | (60,413 | ) | (10,183 | ) | (42,858 | ) | 1,750 | 166,614 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| BALANCE | 3,272 | 33 | 26,379 | 264 | 278,021 | (60,413 | ) | (10,183 | ) | (42,858 | ) | 1,750 | 166,614 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Exercise of stock options by Howard S. Jonas | — | — | 1,000 | 10 | 14,920 | (18,788 | ) | — | — | — | (3,858 | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Exercise of stock options | — | — | 10 | — | 137 | — | — | — | — | 137 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Repurchases of Class B common stock through repurchase program | — | — | — | — | — | (13,390 | ) | — | — | — | (13,390 | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Restricted Class B common stock purchased from employees | — | — | — | — | — | (8,974 | ) | — | — | — | (8,974 | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Business acquisition | — | — | 28 | — | 1,000 | — | — | — | — | 1,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | 308 | 3 | 1,927 | — | — | — | — | 1,930 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Distributions to noncontrolling interests | — | — | — | — | — | — | — | — | (514 | ) | (514 | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | — | — | (1,122 | ) | — | — | (1,122 | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income for the year ended July 31, 2022 | — | — | — | — | — | — | — | 27,028 | 1,786 | 28,814 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | — | 27,028 | 1,786 | 28,814 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| BALANCE AT JULY 31, 2022 | 3,272 | $ | 33 | 27,725 | $ | 277 | $ | 296,005 | $ | (101,565 | ) | $ | (11,305 | ) | $ | (15,830 | ) | $ | 3,022 | $ | 170,637 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| BALANCE | 3,272 | $ | 33 | 27,725 | $ | 277 | $ | 296,005 | $ | (101,565 | ) | $ | (11,305 | ) | $ | (15,830 | ) | $ | 3,022 | $ | 170,637 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
See accompanying notes to consolidated financial statements.
| F-6 |
IDT CORPORATION
CONSOLIDATED STATEMENTS OF EQUITY (in thousands)—(Continued)CASH FLOWS
| IDT Corporation Stockholders | ||||||||||||||||||||||||||||||||||||||||
| Class A Common Stock | Class B Common Stock | Additional Paid-In | Treasury | Accumulated Other Comprehensive | Accumulated | Noncontrolling | Total | |||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Stock | Loss | Deficit | Interests | Equity | |||||||||||||||||||||||||||||||
| BALANCE AT JULY 31, 2020 | 3,272 | $ | 33 | 25,961 | $ | 260 | $ | 277,443 | $ | (56,221 | ) | $ | (7,410 | ) | $ | (139,333 | ) | $ | (3,633 | ) | $ | 71,139 | ||||||||||||||||||
| Exercise of stock options | — | — | 81 | 1 | 686 | — | — | — | — | 687 | ||||||||||||||||||||||||||||||
| Repurchases of Class B common stock through repurchase program | — | — | — | — | — | (2,849 | ) | — | — | — | (2,849 | ) | ||||||||||||||||||||||||||||
| Restricted Class B common stock purchased from employees | — | — | — | — | — | (1,343 | ) | — | — | — | (1,343 | ) | ||||||||||||||||||||||||||||
| Stock issued for matching contributions to the 401(k) Plan | — | — | 36 | — | 1,042 | — | — | — | — | 1,042 | ||||||||||||||||||||||||||||||
| Grant of restricted equity in subsidiary (see Note 20). | — | — | — | — | (2,361 | ) | — | — | — | 2,361 | — | |||||||||||||||||||||||||||||
| Business acquisition | — | — | — | — | (276 | ) | — | — | — | 945 | 669 | |||||||||||||||||||||||||||||
| Acquisition of interest in variable interest entity (see Note 13) | — | — | — | — | — | — | — | — | 2,509 | 2,509 | ||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | 301 | 3 | 1,487 | — | — | — | — | 1,490 | ||||||||||||||||||||||||||||||
| Distributions to noncontrolling interests | — | — | — | — | — | — | — | — | (848 | ) | (848 | ) | ||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | — | — | (2,773 | ) | — | — | (2,773 | ) | ||||||||||||||||||||||||||||
| Net income for the year ended July 31, 2021 | — | — | — | — | — | — | — | 96,475 | 416 | 96,891 | ||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | — | 96,475 | 416 | 96,891 | ||||||||||||||||||||||||||||||
| BALANCE AT JULY 31, 2021 | 3,272 | $ | 33 | 26,379 | $ | 264 | $ | 278,021 | $ | (60,413 | ) | $ | (10,183 | ) | $ | (42,858 | ) | $ | 1,750 | $ | 166,614 | |||||||||||||||||||
Year ended July 31 (in thousands) | 2022 | 2021 | 2020 | |||||||||
| OPERATING ACTIVITIES | ||||||||||||
| Net income | $ | 29,005 | $ | 96,891 | $ | 21,418 | ||||||
| Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||||||||||||
| Depreciation and amortization | 18,115 | 17,764 | 20,406 | |||||||||
| Deferred income taxes | 4,801 | (32,793 | ) | (3,805 | ) | |||||||
| Provision for doubtful accounts receivable | 2,330 | 1,782 | 3,109 | |||||||||
| Net unrealized loss (gain) from marketable securities | 18,960 | (3,262 | ) | (140 | ) | |||||||
| Stock-based compensation | 1,930 | 1,490 | 3,856 | |||||||||
| Other | 3,379 | (4,096 | ) | 492 | ||||||||
| Changes in assets and liabilities: | ||||||||||||
| Trade accounts receivable | (21,322 | ) | (3,728 | ) | 11,702 | |||||||
| Disbursement prefunding, prepaid expenses, other current assets, and other assets | (8,003 | ) | (2,247 | ) | (1,719 | ) | ||||||
| Trade accounts payable, accrued expenses, other current liabilities, and other liabilities | (1,110 | ) | (264 | ) | (12,081 | ) | ||||||
| Customer deposits at IDT Financial Services Limited (Gibraltar-based bank) | (15,966 | ) | (6,906 | ) | (70,401 | ) | ||||||
| Deferred revenue | (2,712 | ) | 1,989 | (2,428 | ) | |||||||
| Net cash provided by (used in) operating activities | 29,407 | 66,620 | (29,591 | ) | ||||||||
| INVESTING ACTIVITIES | ||||||||||||
| Capital expenditures | (21,879 | ) | (16,765 | ) | (16,041 | ) | ||||||
| Payments for acquisitions, net of cash acquired | (7,552 | ) | (3,673 | ) | (450 | ) | ||||||
| Cash acquired from acquisition of interest in variable interest entity | — | 3,336 | — | |||||||||
| Purchase of Rafael Holdings, Inc. Class B common stock and warrant | — | (5,000 | ) | — | ||||||||
| Exercise of warrant to purchase shares of Rafael Holdings, Inc. Class B common stock | — | (1,000 | ) | — | ||||||||
| Purchase of convertible preferred stock in equity method investment | (1,051 | ) | (4,000 | ) | — | |||||||
| Purchases of debt securities and equity investments | (24,454 | ) | (43,187 | ) | (22,429 | ) | ||||||
| Proceeds from maturities and sales of debt securities and redemption of equity investments | 21,157 | 26,230 | 6,457 | |||||||||
| Net cash used in investing activities | (33,779 | ) | (44,059 | ) | (32,463 | ) | ||||||
| FINANCING ACTIVITIES | ||||||||||||
| Distributions to noncontrolling interests | (514 | ) | (848 | ) | (934 | ) | ||||||
| Payment for acquisition of warrant in variable interest entity | — | (791 | ) | — | ||||||||
| Proceeds from other liabilities | 2,301 | 729 | — | |||||||||
| Repayment of other liabilities | (1,319 | ) | (108 | ) | (510 | ) | ||||||
| Proceeds from sale of redeemable equity in subsidiary | 10,000 | — | — | |||||||||
| Proceeds from note payable | — | — | 10,000 | |||||||||
| Repayment of note payable | — | — | (10,000 | ) | ||||||||
| Proceeds from borrowings under revolving credit facility | 2,566 | — | 1,429 | |||||||||
| Repayments of borrowings under revolving credit facility | (2,566 | ) | — | (1,429 | ) | |||||||
| Proceeds from exercise of stock options | 137 | 687 | 276 | |||||||||
| Repurchases of Class B common stock | (26,222 | ) | (4,192 | ) | (4,482 | ) | ||||||
| Net cash used in financing activities | (15,617 | ) | (4,523 | ) | (5,650 | ) | ||||||
| Effect of exchange rate changes on cash, cash equivalents, and restricted cash and cash equivalents | (17,365 | ) | 7,656 | 11,727 | ||||||||
| Net (decrease) increase in cash, cash equivalents, and restricted cash and cash equivalents | (37,354 | ) | 25,694 | (55,977 | ) | |||||||
| Cash, cash equivalents, and restricted cash and cash equivalents at beginning of year | 226,916 | 201,222 | 257,199 | |||||||||
| Cash, cash equivalents, and restricted cash and cash equivalents at end of year | $ | 189,562 | $ | 226,916 | $ | 201,222 | ||||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||||||||||||
| Cash payments made for interest | $ | 461 | $ | 486 | $ | 388 | ||||||
| Cash payments made for income taxes | $ | 109 | $ | 193 | $ | 60 | ||||||
| SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING AND INVESTING ACTIVITIES | ||||||||||||
| Liabilities incurred for acquisitions | $ | 7,849 | $ | 628 | $ | 375 | ||||||
| Shares of the Company’s Class B common stock issued for acquisition | $ | 1,000 | $ | — | $ | — | ||||||
| Cashless exercise of stock options in exchange for shares of the Company’s Class B common stock | $ | 14,930 | $ | — | $ | — | ||||||
| Stock issued for matching contributions to the 401(k) Plan | $ | — | $ | 1,042 | $ | — | ||||||
See accompanying notes to consolidated financial statements.
| F-7 |
IDT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF CASH FLOWS
| Year ended July 31 (in thousands) | 2021 | 2020 | ||||||
| OPERATING ACTIVITIES | ||||||||
| Net income | $ | 96,891 | $ | 21,418 | ||||
| Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||||||||
| Depreciation and amortization | 17,764 | 20,406 | ||||||
| Deferred income taxes | (32,793 | ) | (3,805 | ) | ||||
| Provision for doubtful accounts receivable | 1,782 | 3,109 | ||||||
| Stock-based compensation | 1,490 | 3,856 | ||||||
| Other | (7,358 | ) | 352 | |||||
| Changes in assets and liabilities: | ||||||||
| Trade accounts receivable | (3,728 | ) | 11,702 | |||||
| Disbursement prefunding, prepaid expenses, other current assets, and other assets | (2,247 | ) | (1,719 | ) | ||||
| Trade accounts payable, accrued expenses, other current liabilities, and other liabilities | (264 | ) | (12,081 | ) | ||||
| Customer deposits at IDT Financial Services Limited (Gibraltar-based bank) | (6,906 | ) | (70,401 | ) | ||||
| Deferred revenue | 1,989 | (2,428 | ) | |||||
| Net cash provided by (used in) operating activities | 66,620 | (29,591 | ) | |||||
| INVESTING ACTIVITIES | ||||||||
| Capital expenditures | (16,765 | ) | (16,041 | ) | ||||
| Payments for acquisitions, net of cash acquired | (3,673 | ) | (450 | ) | ||||
| Cash acquired from acquisition of interest in variable interest entity | 3,336 | — | ||||||
| Purchase of Rafael Holdings, Inc. Class B common stock and warrant | (5,000) | — | ||||||
| Exercise of warrant to purchase shares of Rafael Holdings, Inc. Class B common stock | (1,000 | ) | — | |||||
| Purchase of series B convertible preferred stock in equity method investment | (4,000 | ) | — | |||||
| Purchases of debt securities and equity investments | (43,187 | ) | (22,429 | ) | ||||
| Proceeds from maturities and sales of debt securities and redemption of equity investments | 26,230 | 6,457 | ||||||
| Net cash used in investing activities | (44,059 | ) | (32,463 | ) | ||||
| FINANCING ACTIVITIES | ||||||||
| Distributions to noncontrolling interests | (848 | ) | (934 | ) | ||||
| Payment for acquisition of warrant in variable interest entity | (791 | ) | — | |||||
| Proceeds from other liabilities | 729 | — | ||||||
| Repayment of other liabilities | (108 | ) | (510 | ) | ||||
| Proceeds from note payable | — | 10,000 | ||||||
| Repayment of note payable | — | (10,000 | ) | |||||
| Proceeds from exercise of stock options | 687 | 276 | ||||||
| Proceeds from borrowings under revolving credit facility | — | 1,429 | ||||||
| Repayments of borrowings under revolving credit facility | — | (1,429 | ) | |||||
| Repurchases of Class B common stock | (4,192 | ) | (4,482 | ) | ||||
| Net cash used in financing activities | (4,523 | ) | (5,650 | ) | ||||
| Effect of exchange rate changes on cash, cash equivalents, and restricted cash and cash equivalents | 7,656 | 11,727 | ||||||
| Net increase (decrease) in cash, cash equivalents, and restricted cash and cash equivalents | 25,694 | (55,977 | ) | |||||
| Cash, cash equivalents, and restricted cash and cash equivalents at beginning of year | 201,222 | 257,199 | ||||||
| Cash, cash equivalents, and restricted cash and cash equivalents at end of year | $ | 226,916 | $ | 201,222 | ||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||||||||
| Cash payments made for interest | $ | 486 | $ | 388 | ||||
| Cash payments made for income taxes | $ | 193 | $ | 60 | ||||
| SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING AND INVESTING ACTIVITIES | ||||||||
| Liabilities incurred for acquisition | $ | 628 | $ | 375 | ||||
| Stock issued for matching contributions to the 401(k) Plan | $ | 1,042 | $ | — | ||||
See accompanying notes to consolidated financial statements.
IDT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1—Description of Business and Summary of Significant Accounting Policies
Description of Business
IDT Corporation (the “Company”) is a global provider of financial technology, or fintech, cloud communications, and traditional communications services. The Company has 3three reportable business segments, Fintech, net2phone (formerly net2phone-Unified Communications as a Service (“UCaaS”)), and Traditional Communications.
Basis of Consolidation
The method of accounting applied to long-term investments, whether consolidated, equity or cost, involves an evaluation of the significant terms of each investment that explicitly grant or suggest evidence of control or influence over the operations of the investee and includes the identification of any variable interests in which the Company is the primary beneficiary. The consolidated financial statements include the Company’s controlled subsidiaries and the variable interest entity in which the Company is the primary beneficiary (see Note 13). All significant intercompany accounts and transactions between the consolidated entities are eliminated.
Accounting for Investments
Investments in businesses that the Company does not control, but in which the Company has the ability to exercise significant influence over operating and financial matters, are accounted for using the equity method. Investments in which the Company does not have the ability to exercise significant influence over operating and financial matters are accounted for using the cost method. Investments in hedge funds are accounted for using the equity method unless the Company’s interest is so minor that it has virtually no influence over operating and financial policies, in which case these investments are accounted for using the cost method. The Company periodically evaluates its equity and cost method investments for impairment due to declines considered to be other than temporary. If the Company determines that a decline in fair value is other than temporary, then a charge to earnings is recorded in “Other (expense) income, (expense), net” in the accompanying consolidated statements of income, and a new basis in the investment is established.
Reclassifications
Certain prior year amounts in the consolidated balance sheet were reclassified to conform to the current year’s presentation as follows: $25.3 million previously included in “Prepaid expenses” was reclassified to “Disbursement prefunding” and $6.0 million previously included in “Trade accounts payable” was reclassified to “Other current liabilities.”
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 accounts for its revenues under Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606), and the amendments thereto (collectively referred to as Accounting Standards Codification, or “ASC” 606). The core principle of ASC 606 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services, and the guidance defines a five-step process to achieve this core principle. The five-step process is as follows: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract(s), (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract(s), and (v) recognize revenue when, or as, the entity satisfies a performance obligation.
Direct Cost of Revenues
Direct cost of revenues consists primarily of termination and origination costs, toll-free costs, and network costs—including customer/carrier interconnect charges and fiber circuit charges. These costs include an estimate of charges for which invoices have not yet been received, and estimated amounts for pending disputes with other carriers. Direct cost of revenues also includes the cost of airtime top-up minutes. Direct cost of revenues excludes depreciation and amortization expense.
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.
IDT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Debt Securities
The Company’s investments in debt securities are classified as “available-for-sale.” Available-for-sale debt securities are required to be carried at their fair value, with unrealized gains and losses (net of income taxes) that are considered temporary in nature recorded in “Accumulated other comprehensive loss” in the accompanying consolidated balance sheets. The Company uses the specific identification method in computing the gross realized gains and gross realized losses on the sales of debt securities. The Company periodically evaluates its investments in debt securities for impairment due to declines in market value considered to be other than temporary. Such impairment evaluations include, in addition to persistent, declining market prices, general economic and Company-specific evaluations. If the Company determines that a decline in market value is other than temporary, then a charge to operations is recorded in “Other (expense) income, (expense), net” in the accompanying consolidated statements of income and a new cost basis in the investment is established.
| F-8 |
IDT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Equity Investments
Investments in equity securities (except those accounted for under the equity method or that result in consolidation) are measured at fair value, with changes in fair value recognized in net income. For investments in equity securities without a readily determinable fair value, the Company elects the measurement alternative and measures these investments at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer. At each reporting date, the Company reassesses whether the investment still qualifies for this measurement alternative. Further, at each reporting date, the Company performs a qualitative assessment to evaluate whether the investment is impaired. If the qualitative assessment indicates that the investment is impaired and the fair value of the investment is less than its carrying value, the carrying amount of the investment will be reduced and the resulting loss recognized in “Other (expense) income, (expense), net” in the accompanying consolidated statements of income in the period the impairment is identified.
On August 1, 2021, the Company adopted ASU No. 2020-01, Investments—Equity Securities (Topic 321), Investments—Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815), that clarifies the interactions between Topic 321, Topic 323, and Topic 815. The amendments in this ASU affect the application of the measurement alternative for certain equity securities and the equity method of accounting, and guidance for certain forward contracts and purchased options to purchase securities, that, upon settlement or exercise, would be accounted for under the equity method of accounting. The adoption of the amendments in this ASU had no impact on the Company’s consolidated financial statements.Disbursement Prefunding
Disbursement Prefunding
The Company maintains relationships with disbursement partners in various countries for its money transfer and Mobile Top-Up services. The Company maintains prefunding balances with these disbursement partners, so they can satisfy the Company’s customer liabilities. The Company does not earn interest on these balances. The balances are not compensating balances and are not legally restricted.
Property, Plant, and Equipment and Intangible Assets
Equipment, computer software, and furniture and fixtures are recorded at cost and are depreciated on a straight-line basis over their estimated useful lives, which range as follows: equipment—5, 7 or 20 years; computer software—2, 3 or 5 years; and furniture and fixtures—5, 7 or 10 years. Leasehold improvements are recorded at cost and are depreciated on a straight-line basis over the term of their lease or their estimated useful lives, whichever is shorter.
The fair value of non-compete agreement,agreements, customer relationships, and tradenames acquired in a business combination accounted for under the purchase methodcombinations are amortized over their estimated useful lives (see Notes 6 and 12).
The Company tests the recoverability of its property, plant, and equipment and intangible 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.
Goodwill
Goodwill is the excess of the acquisition cost of businessesconsideration paid for a business over the fair value of the identifiable net assets acquired. Goodwill and other indefinite lived intangible assets are not amortized. Instead, these assets are reviewed annually (or more frequently under various conditions) for impairment.impairment. The Company has the option to perform a qualitative assessment to determine whether it is necessary to perform the quantitative goodwill impairment test. However, the Company may elect to perform the quantitative goodwill impairment test even if no indications of a potential impairment exist.
When performing its quantitative annual, or interim, goodwill impairment test the Company is comparing the fair value of its reporting units with their carrying amounts. 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 fair value of the reporting units is estimated using discounted cash flow methodologies, as well as considering third party market value indicators. The Company’s use of a discounted cash flow methodology includes estimates of future revenue based upon budgets and projections. The Company also develops estimates for future levels of gross and operating profits and projected capital expenditures. The Company’s methodology also includes the use of estimated discount rates based upon industry and competitor analysis as well as other factors. Calculating the fair value of the reporting units requires significant estimates and assumptions by management. Should the estimates and assumptions regarding the fair value of the reporting units prove to be incorrect, the Company may be required to record impairments to its goodwill in future periods and such impairments could be material.
IDT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Advertising Expense
Cost of advertising is charged to selling, general and administrative expenses in the period in which it is incurred. In fiscal 2022, fiscal 2021, and fiscal 2020, advertising expense was $17.0 million, $15.3million, and $15.7 million, respectively.
Capitalized Internal Use Software Costs
The Company capitalizes the cost of internal-use software that has a useful life in excess of one year.year. These costs consist of payments made to third parties and the salaries of employees working on such software development. Subsequent additions, modifications or upgrades to internal-use software are capitalized only to the extent that they allow the software to perform a task it previously did not perform. Software maintenance and training costs are expensed in the period in which they are incurred. Capitalized internal use software costs are amortized on a straight-line basis over their estimated useful lives. Amortization expense related to such capitalized software in fiscal 2022, fiscal 2021, and fiscal 2020 was $12.2 million, $12.6million, and $14.6million, respectively. Unamortized capitalized internal use software costs at July 31, 20212022 and 20202021 were $16.7 18.7million and $18.1 16.7million, respectively.
Repairs and Maintenance
The Company charges the cost of repairs and maintenance, including the cost of replacing minor items not constituting substantial betterment, to selling, general and administrative expenses as these costs are incurred.
Foreign Currency Translation
Assets and liabilities of foreign subsidiaries denominated in foreign currencies are translated to U.S. Dollars at end-of-period rates of exchange, and their monthly results of operations are translated to U.S. Dollars at the average rates of exchange for that month. Gains or losses resulting from such foreign currency translations are recorded in “Accumulated other comprehensive loss” in the accompanying consolidated balance sheets. Foreign currency transaction gains and losses are reported in “Other (expense) income, (expense), net” in the accompanying consolidated statements of income.
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.
IDT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
On August 1, 2021, the Company adopted ASU No. 2019-12, Income Taxes (Topic 740), Simplifying the Accounting for Income Taxes, that removes certain exceptions to the general principles in Topic 740, and clarifies and amends existing guidance in Topic 740. The adoption of this new standard had no impact on the Company’s consolidated financial statements.
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.
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 determined 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.
Schedule of Weighted-average Number of Shares Used in the Calculation of Basic and Diluted Earnings Per Share
| Year ended July 31 (in thousands) | 2021 | 2020 | 2022 | 2021 | 2020 | |||||||||||||||
| Basic weighted-average number of shares | 25,495 | 26,278 | 25,791 | 25,495 | 26,278 | |||||||||||||||
| Effect of dilutive securities: | ||||||||||||||||||||
| Stock options | 229 | 1 | 434 | 229 | 1 | |||||||||||||||
| Non-vested restricted Class B common stock | 329 | 162 | 131 | 329 | 162 | |||||||||||||||
| Diluted weighted-average number of shares | 26,053 | 26,441 | 26,356 | 26,053 | 26,441 | |||||||||||||||
Schedule of Outstanding Stock Options Excluded from the Calculation of Diluted Earnings Per Share
| Year ended July 31 (in thousands) | 2021 | 2020 | 2022 | 2021 | 2020 | |||||||||||||||
| Shares excluded from the calculation of diluted earnings per share | 535 | 1,138 | — | 535 | 1,138 | |||||||||||||||
The Company recognizes compensation expense for 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 requisite service period, which is usually the vesting period. Stock-based compensation is included in selling, general and administrative expense.
Vulnerability Due to Certain Concentrations
Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash, cash equivalents, restricted cash and cash equivalents, debt securities, equity investments, and trade accounts receivable. The Company holds cash and cash equivalents at several major financial institutions, which often exceed FDIC insurance 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.
IDT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Concentration of credit risk with respect to trade accounts receivable is limited due to the large number of customers in various geographic regions and industry segments comprising the Company’s customer base. No single customer accounted for more than 10% of consolidated revenues in fiscal 2022, fiscal 2021 or fiscal 2020. However, the Company’s five largest customers collectively accounted for 14.5% 12.5%, 14.5%, and 12.7% 12.7% of its consolidated revenues in fiscal 2022, fiscal 2021, and fiscal 2020, respectively. The Company’s customers with the five largest receivable balances collectively accounted for 9.7% 17.3% and 13.8% 9.7% of the consolidated gross trade accounts receivable at July 31, 20212022 and 2020,2021, respectively. This concentration of customers increases the Company’s risk associated with nonpayment by those customers. In an effort to reduce such risk, the Company performs ongoing credit evaluations of its significant customers. In addition, the Company attempts to mitigate the credit risk related to specific IDT Global (formerly known as Carrier ServicesServices) customers by also buying services from the customer, in order to create an opportunity to offset its payables and receivables and reduce its net trade receivable exposure risk. When it is practical to do so, the Company will increase its purchases from Carrier ServicesIDT Global customers with receivable balances that exceed the Company’s applicable payables in order to maximize the offset and reduce its credit risk.
| F-11 |
IDT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Allowance for Doubtful Accounts
The Company estimates the balance of its allowance for doubtful accounts by analyzing accounts receivable balances by age and applying historical write-off and collection trend rates. The Company’s estimates include separately providing for customer receivables based on specific circumstances and credit conditions, and when it is deemed probable that the balance is uncollectible. Account balances are written off against the allowance when it is determined that the receivable will not be recovered. The change in the allowance for doubtful accounts is as follows:
Schedule Ofof Changes In Allowance For Doubtful Accounts
| Year ended July 31 (in thousands) | Balance at beginning of year | Additions charged to costs and expenses | Deductions (1) | Balance at end of year | Balance at beginning of year | Additions charged to costs and expenses | Deductions (1) | Balance at end of year | ||||||||||||||||||||||||
| 2022 | ||||||||||||||||||||||||||||||||
| Reserves deducted from accounts receivable: | ||||||||||||||||||||||||||||||||
| Allowance for doubtful accounts | $ | 4,438 | $ | 2,330 | $ | (886 | ) | $ | 5,882 | |||||||||||||||||||||||
| 2021 | ||||||||||||||||||||||||||||||||
| Reserves deducted from accounts receivable: | ||||||||||||||||||||||||||||||||
| Allowance for doubtful accounts | $ | 6,085 | $ | 1,782 | $ | (3,429 | ) | $ | 4,438 | $ | 6,085 | $ | 1,782 | $ | (3,429 | ) | $ | 4,438 | ||||||||||||||
| 2020 | ||||||||||||||||||||||||||||||||
| Reserves deducted from accounts receivable: | ||||||||||||||||||||||||||||||||
| Allowance for doubtful accounts | $ | 5,444 | $ | 3,109 | $ | (2,468 | ) | $ | 6,085 | $ | 5,444 | $ | 3,109 | $ | (2,468 | ) | $ | 6,085 | ||||||||||||||
| (1) | Primarily uncollectible accounts written off, net of recoveries. |
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 | – | quoted prices (unadjusted) in active markets for identical assets or liabilities. |
| Level | – | 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 | – | 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.
Leases
On August 1, 2019, theThe Company adoptedaccounts for its leases under ASU No. 2016-02, Leases (Topic 842), and the amendments thereto related to the accounting for leases (collectively referred to as “ASC 842”) (see Note 4). ASC 842 establishesestablished a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet on the lease commencement date for all leases with terms longer than 12 months. Leases are classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after,The lease liability represents the beginningpresent value of the earliest comparative period presentedCompany’s obligation to make payments over the lease term. The present value of the lease payments is calculated using the incremental borrowing rate based on the rate of interest that the Company would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term. Operating leases with a term of 12 months or less are not recorded in the financial statements, with certain practical expedients available. Entities haveCompany’s consolidated balance sheets and the option to continue to apply historical accounting under Topic 840, including its disclosure requirements, in comparative periods presented inCompany recognizes lease cost for these leases on a straight-line basis over the year of adoption. An entity that elects this option will recognize a cumulative effect adjustment to the opening balance of retained earnings in the period of adoption instead of the earliest period presented.lease term.
IDT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The Company elected to apply the optional ASC 842 transition provisions beginning on August 1, 2019. Accordingly, the Company continued to apply Topic 840 prior to August 1, 2019. The Company elected the package of practical expedients for all its leases that commenced before August 1, 2019. In addition, the Company elected not to apply the recognition requirements of ASC 842 for its short-term leases. As the Company’s leases do not provide an implicit rate, nor is one readily available, the Company used its incremental borrowing rate based on information available at August 1, 2019 to determine the present value of its future minimum rental payments.
Recently Issued Accounting StandardStandards Not Yet Adopted
In June 2016,2022, the Financial Accounting Standards Board (“FASB”), issued ASU No. 2022-03, Fair Value Measurement (Topic 820), Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions, that clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The ASU also requires specific disclosures related to equity securities that are subject to contractual sales restrictions. The Company will adopt the amendments in this ASU prospectively on August 1, 2024. The Company is evaluating the impact that this ASU will have on its consolidated financial statements.
In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments, that 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 current expected credit 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 new provisions will be applied as a cumulative-effect adjustment to retained earnings. The Company will adopt the new standard on August 1, 2023. The Company is evaluating the impact that the new standard will have on its consolidated financial statements.
Note 2—Business Segment Information
As of August 1, 2020, theThe Company revised its reportable business segments to reflect the growth of its financial technology and cloud communications businesses and their increased contributions to the Company’s consolidated results. The Company’shas 3threereportable business segments, Fintech, net2phone-UCaaS,net2phone, and Traditional Communications, reflect management’s approach to analyzing results, its resource allocation strategy, and its assessment of business performance. Comparative segment information has been reclassified and restated in all periods to conform to the current period presentation.
Communications. The Company’s reportable segments are distinguished by types of service, customers, and methods used to provide their services. The operating results of these business segments are regularly reviewed by the Company’s chief operating decision maker. The accounting policies of the segments are the same as the accounting policies of the Company as a whole. There are no significant asymmetrical allocations to segments. The Company evaluates the performance of its business segments based primarily on income (loss) from operations.
In fiscal 2022, a line of business was reclassified to the net2phone segment from the Traditional Communications segment. Comparative segment information has been reclassified and restated in all periods to conform to the current period presentation.
The Fintech segment comprises BOSS Revolution Money Transfer, a provideris comprised of international money remittance and related value/payment transfer services, and National Retail Solutions (“NRS”), an operator of a nationwide point of sale (“POS”) network providing payment processing, digital advertising, transaction data, and ancillary services.services, and BOSS Revolution Money, Transfera provider of international money remittance and NRS were previously included in the Company’s Telecom & Payment Services segment.related value/payment transfer services.
The net2phone-UCaaSnet2phone segment comprisesis comprised of net2phone’s cloud communications offerings, which were previously included in the Company’s net2phone segment.offerings.
The Traditional Communications segment includes Mobile Top-Up, which enables customers to transfer airtime and bundles of airtime, messaging, and data to international and domestic mobile accounts, BOSS Revolution Calling, an international long-distance calling service marketed primarily to immigrant communities in the United States and Canada, and Carrier Services,IDT Global, a wholesale provider of international voice and SMS termination and outsourced traffic management solutions to telecoms worldwide. Traditional Communications also includes net2phone-Platform Services, which provides telephony services to cable operatorsother small businesses and other offerings that leverage a common technology platform, as well as smaller communicationsincluding early-stage business initiatives and payments offerings, manymature businesses in harvest mode. Most of the Traditional Communications segment was previously included in the Company’s Telecom & Payment Services segment except for net2phone-Platform Services, which was previously included in the Company’s net2phone segment.
Corporate costs mainly include compensation, consulting fees, treasury, tax and accounting services, human resources, corporate purchasing, corporate governance including Board of Directors’ fees, internal and external audit, investor relations, corporate insurance, corporate legal, business development, charitable contributions, travel, and other corporate-related general and administrative expenses. Corporate does not generate any revenues, nor does it incur any direct cost of revenues.
IDT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Operating results for the business segments of the Company were as follows:
Schedule of Operating Results of Business Segments
| (in thousands) | Fintech | net2phone-UCaaS | Traditional Communications | Corporate | Total | Fintech | net2phone | Traditional Communications | Corporate | Total | ||||||||||||||||||||||||||||||
| Year ended July 31, 2022 | ||||||||||||||||||||||||||||||||||||||||
| Revenues | $ | 108,764 | $ | 58,185 | $ | 1,197,108 | $ | — | $ | 1,364,057 | ||||||||||||||||||||||||||||||
| Income (loss) from operations | 5,315 | (11,132 | ) | 74,832 | (8,926 | ) | 60,089 | |||||||||||||||||||||||||||||||||
| Depreciation and amortization | (2,724 | ) | (5,374 | ) | (9,940 | ) | (77 | ) | (18,115 | ) | ||||||||||||||||||||||||||||||
| Year ended July 31, 2021 | ||||||||||||||||||||||||||||||||||||||||
| Revenues | $ | 74,343 | $ | 43,897 | $ | 1,328,750 | $ | — | $ | 1,446,990 | $ | 74,344 | $ | 44,502 | $ | 1,328,144 | $ | — | $ | 1,446,990 | ||||||||||||||||||||
| (Loss) income from operations | (1,462 | ) | (14,272 | ) | 80,117 | (7,393 | ) | 56,990 | (1,462 | ) | (15,460 | ) | 81,305 | (7,393 | ) | 56,990 | ||||||||||||||||||||||||
| Depreciation and amortization | (1,751 | ) | (5,007 | ) | (10,930 | ) | (76 | ) | (17,764 | ) | (1,751 | ) | (5,053 | ) | (10,884 | ) | (76 | ) | (17,764 | ) | ||||||||||||||||||||
| Year ended July 31, 2020 | ||||||||||||||||||||||||||||||||||||||||
| Revenues | $ | 59,924 | $ | 31,781 | $ | 1,254,064 | $ | — | $ | 1,345,769 | $ | 59,924 | $ | 32,454 | $ | 1,253,391 | $ | — | $ | 1,345,769 | ||||||||||||||||||||
| Income (loss) from operations | 3,381 | (15,080 | ) | 39,300 | (9,659 | ) | 17,942 | 3,381 | (16,765 | ) | 40,985 | (9,659 | ) | 17,942 | ||||||||||||||||||||||||||
| Depreciation and amortization | (1,524 | ) | (4,073 | ) | (14,763 | ) | (46 | ) | (20,406 | ) | (1,524 | ) | (4,147 | ) | (14,689 | ) | (46 | ) | (20,406 | ) | ||||||||||||||||||||
Total assets for the reportable segments are not provided because a significant portion of the Company’s assets are servicing multiple segments and the Company does not track such assets separately by segment.
| F-13 |
IDT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Geographic Information
Net long-lived assets and total assets held outside of the United States, which are located primarily in Western Europe, were as follows:
Schedule of Net Long-lived Assets and Total Assets by Geographic Areas
| (in thousands) | United States | Foreign Countries | Total | United States | Other Countries | Total | ||||||||||||||||||
| July 31, 2022 | ||||||||||||||||||||||||
| Long-lived assets, net | $ | 22,732 | $ | 14,134 | $ | 36,866 | ||||||||||||||||||
| Total assets | 254,839 | 242,255 | 497,094 | |||||||||||||||||||||
| July 31, 2021 | ||||||||||||||||||||||||
| Long-lived assets, net | $ | 19,562 | $ | 11,267 | $ | 30,829 | $ | 17,949 | $ | 12,880 | $ | 30,829 | ||||||||||||
| Total assets | 230,126 | 282,529 | 512,655 | 228,328 | 284,327 | 512,655 | ||||||||||||||||||
| July 31, 2020 | ||||||||||||||||||||||||
| Long-lived assets, net | $ | 18,834 | $ | 11,227 | $ | 30,061 | ||||||||||||||||||
| Total assets | 102,176 | 302,574 | 404,750 | |||||||||||||||||||||
Note 3—Revenue Recognition
Contracts with Customers
The Company earns revenue from contracts with customers, primarily through the provision of retail telecommunications and payment offerings as well as wholesale international voice and SMS termination. BOSS Revolution Money, Transfer, NRS, and net2phone-UCaaSnet2phone are technology-driven, synergistic businesses that leverage the Company’s core assets,assets. BOSS Money and revenue isNRS’ revenues are primarily recognized at a point in time, and in some cases (mainly net2phone-UCaaS)net2phone’s revenue is mainly recognized over time. Traditional Communications are mostly minute-based, paid-voice communications services, and revenue is primarily recognized at a point in time. The Company’s most significant revenue streams are from Mobile Top-Up, BOSS Revolution Calling, and Carrier Services.IDT Global. Mobile Top-Up and BOSS Revolution Calling are sold direct-to-consumers and through distributors and retailers.
Mobile Top-Up
Mobile Top-Up is sold direct-to-consumers and through distributors and retailers in the same manner as BOSS Revolution Calling. The Company does not terminate the minutes in its Mobile Top-Up transactions. The Company’s performance obligation is to recharge (top-up) the airtime balance of a mobile account on behalf of the Company’s customer. The Company has contracts with various mobile operators or aggregators to provide the Mobile Top-Up service. The Company determined that it is the principal in primarily all its Mobile Top-Up transactions as the Company controls the service to top-up a mobile account on behalf of the Company’s customer. However, for the portion of its Mobile Top-Up business where the Company has no customer service responsibilities, no inventory risk, and does not establish the price, the Company determined that, as the Company is not considered to control the arrangement, it acts as an agent of the mobile operators. The Company records gross revenues based on the amount billed to the customer when it is the principal in the arrangement and records revenue net of the associated costs incurred when it acts as an agent in the arrangement. The performance obligation is satisfied, and revenue is recognized when the recharge of the mobile account occurs. Accordingly, transfer of control happens at the point in time that the airtime is recharged, which is when the Company has a right to payment and the customer has accepted the service.
IDT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
BOSS Revolution Calling direct-to-consumers
BOSS Revolution Calling direct-to-consumers is offered on a pay-as-you-go basis or in unlimited plans. The customer prepays for service in both cases, which results in a contract liability (deferred revenue). The contract term for pay-as-you-go plans is minute-to-minute that includes separate performance obligations for the series of material rights to renew the contract. The performance obligation is satisfied immediately after it arises, and the amount of consideration is known when the obligation is satisfied. Since the Company’s satisfaction of its performance obligation and the customer’s use of the service occur simultaneously, the Company recognizes revenue at the point in time when minutes are utilized, since the customer obtained control and the Company has a present right to payment. For unlimited plans, the Company has a stand readystand-ready obligation to provide service over time for an agreed upon term. Unlimited plans include fixed consideration over the term. Plan fees for unlimited plans are generally refundable at the request of the customer up to three days after payment if there was no usage. Since the Company’s satisfaction of its performance obligation and the customer’s use of the service occur over the term of the plan, the Company recognizes revenue over a period of time as the service is rendered. The Company uses an output method as time elapses because it reflects the pattern by which the Company satisfies its performance obligation through the transfer of service to the customer. The fixed upfront consideration is recognized evenly over the service period, which is generally 24 hours, 7 days, or one month.
| F-14 |
IDT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
BOSS Revolution Calling sold through distributors and retailers
BOSS Revolution Calling sold through distributors and retailers is the same service as BOSS Revolution Calling sold direct-to-consumers. The Company sells capacity to international calling minutes to retailers, or to distributors who resell to retailers. The retailer or distributor is the Company’s customer in these transactions. The Company’s sales price to retailers and distributors, net of discounts, is less than the end user rate for BOSS Revolution Calling minutes. The customer or the Company may terminate their agreement at any time upon thirty days written notice without penalty. Retailers may sell BOSS Revolution Calling on a pay-as-you-go basis or in unlimited plans. As described above, for pay-as-you-go, the Company recognizes revenue at the point in time when minutes are utilized, and for unlimited plans, the Company recognizes revenue over a period of time as the service is rendered. Retailers and distributors also receive initial commissions upon sale to end users, and renewal commissions when certain end users subsequently purchase minutes directly from the Company. Initial and renewal commission payments are accounted for as a reduction of the transaction price over time as the end user uses the service.
Carrier ServicesIDT Global
Carrier ServicesIDT Global services are offered to both postpaid and prepaid customers. Postpaid customers are billed in arrears and typically consist of credit-worthy companies such as Tier 1 carriers and mobile network operators. Prepaid customers are typically smaller communications companies and independent call aggregators. There is no performance obligation until the transport and termination of international long-distance calls commences. The initial contract durations range from six months to one year with successive extensions. During the initial term, the contract can only be terminated in certain instances (such as bankruptcy of either party, damage to the other party’s network, fraud, or breach of contract). However, no penalties are applied if the agreement is terminated in the initial term. After the initial term has expired, either party may terminate the agreement with notice of 30 days to 60 days depending on the agreement. The term of the contract is essentially minute-to-minute as there is no penalty for an early termination and no obligation to send traffic.
Each iteration is a separate optional purchase that is occurring over the contract duration (that is, minute-by-minute). The satisfaction of the performance obligation is occurring at a point in time (as the minutes are transferred) because the provision of the service and the satisfaction of the performance obligation are essentially occurring simultaneously. Revenue is recognized at the point in time upon delivery of the service.
The Company has not generally entered into contracts that have retroactive pricing features. Additionally, as the performance obligations are considered minute-by-minute obligations in the original contract, any modification of the original contract that leads to a conclusion that there is a new contract would not result in any adjustment related to the original contract’s consideration.
The Company provides discounts to its larger customers based on the expectation of a significant volume of minutes that are consistent with that class of customer in the wholesale carrier market. The discounts do not provide a material right to the customer because the customer receives the same pricing for all usage under the contract.
Carrier Services’IDT Global’s contracts may include tiered pricing based on minute volumes. The Company determined that its retroactive tiered pricing should be accounted for as variable consideration because the final transaction price is unknown until the customer completes or fails to complete the specified threshold. Currently, contracts with retroactive tiered pricing are not material. The Company estimates the amount of variable consideration to include in the transaction price only to the extent that it is probable that a subsequent change in the estimate would not result in a significant revenue reversal.
IDT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The Company enters into Notification of Reciprocal Transmission (“NORT”) transactions, in which the Company commits to purchase a specific number of wholesale carrier minutes to other specific destinations at specified rates, and the counterparty commits to purchase from the Company a specific number of minutes to specific destinations at specified rates. The number of minutes purchased and sold is not necessarily the same. The rates in these reciprocal transactions are generally not at prevailing market rates, and the amounts paid to the counterparty in excess of market rates are reflected as a reduction in revenue received from the customer. In addition, the Company enters into transactions in which it swaps minutes with another carrier. The Company recognizes revenue and the related direct cost of revenue for these reciprocal and swap transactions based on the fair value of the minutes.
Carrier Services’IDT Global’s NORT contracts include the promise of minimum guaranteed amounts of traffic. The performance obligation represents a stand ready obligation to provide the specified number of minutes over the contractual term. The initial terms of NORT contracts generally range from one month to six months. Since the Company’s satisfaction of its performance obligation of routing calls to their destination includes a minimum guaranteed amount of traffic, the Company recognizes revenue over a period of time as the service is rendered. The customer simultaneously receives and consumes the benefits provided by the Company’s performance as the Company performs. The Company uses an output method as the usage of minutes occur because it reflects the pattern by which the Company satisfies its performance obligation through the transfer of service to the customer.
| F-15 |
IDT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Disaggregated Revenues
The following table shows the Company’s revenues disaggregated by business segment and service offered to customers:
Schedule of Revenues Disaggregated by Business Segment and Service Offered to Customers
| Year ended July 31 (in thousands) | 2021 | 2020 | 2022 | 2021 | 2020 | |||||||||||||||
| BOSS Revolution Money Transfer | $ | 49,595 | $ | 47,944 | ||||||||||||||||
| BOSS Money | $ | 57,464 | $ | 49,595 | $ | 47,944 | ||||||||||||||
| National Retail Solutions | 24,748 | 11,980 | 51,300 | 24,749 | 11,980 | |||||||||||||||
| Total Fintech | 74,343 | 59,924 | 108,764 | 74,344 | 59,924 | |||||||||||||||
| net2phone-UCaaS | 43,897 | 31,781 | ||||||||||||||||||
| net2phone | 58,185 | 44,502 | 32,454 | |||||||||||||||||
| Mobile Top-Up | 461,603 | 334,424 | 473,213 | 461,603 | 334,424 | |||||||||||||||
| BOSS Revolution Calling | 455,244 | 468,255 | 387,936 | 455,244 | 468,255 | |||||||||||||||
| Carrier Services | 360,997 | 394,334 | ||||||||||||||||||
| IDT Global | 292,337 | 360,996 | 394,334 | |||||||||||||||||
| Other | 50,906 | 57,051 | 43,622 | 50,301 | 56,378 | |||||||||||||||
| Total Traditional Communications | 1,328,750 | 1,254,064 | 1,197,108 | 1,328,144 | 1,253,391 | |||||||||||||||
| TOTAL | $ | 1,446,990 | $ | 1,345,769 | $ | 1,364,057 | $ | 1,446,990 | $ | 1,345,769 | ||||||||||
The following table shows the Company’s revenues disaggregated by geographic region, which is determined based on selling location. On July 31, 2020, the Company restructured certain operations for tax purposes resulting in the change of geographic sourcing of revenues from the Netherlands to the United States, and on February 1, 2021, geographic sourcing was changed from the United States to the United Kingdom.
Schedule of Revenues Disaggregated by Geographic Region
| (in thousands) | Fintech | net2phone | Traditional Communications | Total | ||||||||||||
| Year ended July 31, 2022 | ||||||||||||||||
| United States | $ | 106,768 | $ | 30,105 | $ | 836,483 | $ | 973,356 | ||||||||
| Outside the United States: | ||||||||||||||||
| United Kingdom | — | — | 311,847 | 311,847 | ||||||||||||
| Netherlands | — | 30 | — | 30 | ||||||||||||
| Other | 1,996 | 28,050 | 48,778 | 78,824 | ||||||||||||
| Total outside the United States | 1,996 | 28,080 | 360,625 | 390,701 | ||||||||||||
| TOTAL | $ | 108,764 | $ | 58,185 | $ | 1,197,108 | $ | 1,364,057 | ||||||||
| Year ended July 31, 2021 | ||||||||||||||||
| United States | $ | 74,344 | $ | 23,093 | $ | 1,033,814 | $ | 1,131,251 | ||||||||
| Outside the United States: | ||||||||||||||||
| United Kingdom | — | — | 241,590 | 241,590 | ||||||||||||
| Netherlands | — | 28 | — | 28 | ||||||||||||
| Other | — | 21,381 | 52,740 | 74,121 | ||||||||||||
| Total outside the United States | — | 21,409 | 294,330 | 315,739 | ||||||||||||
| TOTAL | $ | 74,344 | $ | 44,502 | $ | 1,328,144 | $ | 1,446,990 | ||||||||
| Year ended July 31, 2020 | ||||||||||||||||
| United States | $ | 59,924 | $ | 15,506 | $ | 849,920 | $ | 925,350 | ||||||||
| Outside the United States: | ||||||||||||||||
| United Kingdom | — | 12 | 131,704 | 131,716 | ||||||||||||
| Netherlands | — | 14 | 210,729 | 210,743 | ||||||||||||
| Other | — | 16,922 | 61,038 | 77,960 | ||||||||||||
| Total outside the United States | — | 16,948 | 403,471 | 420,419 | ||||||||||||
| TOTAL | $ | 59,924 | $ | 32,454 | $ | 1,253,391 | $ | 1,345,769 | ||||||||
IDT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Schedule of Revenues Disaggregated by Geographic Region
| (in thousands) | Fintech | net2phone-UCaaS | Traditional Communications | Total | ||||||||||||
| Year ended July 31, 2021 | ||||||||||||||||
| United States | $ | 74,343 | $ | 23,071 | $ | 1,030,963 | $ | 1,128,377 | ||||||||
| Outside the United States: | ||||||||||||||||
| United Kingdom | — | — | 244,626 | 244,626 | ||||||||||||
| Netherlands | — | — | 28 | 28 | ||||||||||||
| Other | — | 20,826 | 53,133 | 73,959 | ||||||||||||
| Total outside the United States | — | 20,826 | 297,787 | 318,613 | ||||||||||||
| TOTAL | $ | 74,343 | $ | 43,897 | $ | 1,328,750 | $ | 1,446,990 | ||||||||
| Year ended July 31, 2020 | ||||||||||||||||
| United States | $ | 59,924 | $ | 15,490 | $ | 847,450 | $ | 922,864 | ||||||||
| Outside the United States: | ||||||||||||||||
| United Kingdom | — | 12 | 134,339 | 134,351 | ||||||||||||
| Netherlands | — | — | 210,743 | 210,743 | ||||||||||||
| Other | — | 16,279 | 61,532 | 77,811 | ||||||||||||
| Total outside the United States | — | 16,291 | 406,614 | 422,905 | ||||||||||||
| TOTAL | $ | 59,924 | $ | 31,781 | $ | 1,254,064 | $ | 1,345,769 | ||||||||
Remaining Performance Obligations
The Company does not have any significant revenue from performance obligations satisfied or partially satisfied in previous reporting periods. The Company’s remaining performance obligations at July 31, 20212022 and 20202021 had an original expected duration of one year or less.
Accounts Receivable and Contract Balances
The timing of revenue recognition may differ from the time of billing to the Company’s customers. Trade accounts receivable in the Company’s consolidated balance sheets represent unconditional rights to consideration. An entity recordsThe Company would record a contract asset when revenue is recognized in advance of the entity’sits right to bill and receive consideration. The Company has not identified any contract assets.
Contract liabilities arise when the Company receives consideration or bills its customers prior to providing the goods or services promised in the contract. The Company’s contract liability balance is primarily payments received for prepaid BOSS Revolution Calling. Contract liabilities are recognized as revenue when services are provided to the customer. The Company estimates its expected breakage revenue by revenue stream recorded each month, based on inputs and assumptions about usage of the deferred revenue balances. The Company used its historical deferred revenue usage data by revenue stream to calculate the percentage of deferred revenue by month that will become breakage. The historical data indicated that customers utilize a very high percentage of minutes purchased in the first three months. The Company reviews its estimates quarterly based on updated data and adjusts the monthly estimates accordingly.
The contract liability balances are presented in the Company’s consolidated balance sheets as “Deferred revenue”. The Company’s revenue recognized in fiscal 2022, fiscal 2021, and fiscal 2020 from amounts included in the contract liability balance at the beginning of the period was $28.2 million, $28.7million, and $32.3million, respectively.
Deferred Customer Contract Acquisition and Fulfillment Costs
The Company recognizes as an asset its incremental costs of obtaining a contract with a customer that it expects to recover. The Company charges its direct costs to fulfill contracts to expenserecover as incurred.an asset. The Company’s incremental costs of obtaining a contract with a customer are sales commissions paid to acquire customers. The Company applies the practical expedient whereby the Company primarily charges these costsemployees and third parties on sales to expense when incurred becauseend users. If the amortization period would be one year or less for the asset that would have beenbe recognized from deferring these costs.costs, the Company applies the practical expedient whereby the Company charges these costs to expense when incurred. For net2phone-UCaaSnet2phone sales, employeesthe Company defers these costs and third parties receive commissions on sales to end users. The Company amortizes the deferred coststhem over the expected customer relationship period when it is expected to exceed one year.
IDT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)The Company’s costs to fulfill its contracts do not meet the criteria to be recognized as an asset, therefore these costs are charged to expense as incurred.
The Company’s deferred customer contract acquisition costs were as follows:
Schedule of Deferred Customer Contract Acquisition Costs
| July 31 (in thousands) | 2021 | 2020 | 2022 | 2021 | ||||||||||||
| Deferred customer contract acquisition costs included in “Other current assets” | $ | 3,460 | $ | 2,350 | $ | 4,085 | $ | 3,460 | ||||||||
| Deferred customer contract acquisition costs included in “Other assets” | 3,151 | 2,384 | 3,469 | 3,151 | ||||||||||||
| TOTAL | $ | 6,611 | $ | 4,734 | $ | 7,554 | $ | 6,611 | ||||||||
In fiscal 2022, fiscal 2021, and fiscal 2020, the Company’s amortization of deferred customer contract acquisition costs was $4.4 million, $3.6million, and $2.4million, respectively.
Note 4—Leases
The Company’s leases primarily consist of operating leases for office space. These leases have remaining terms from less than one yearto foursix years. net2phone-UCaaSnet2phone also has operating leases for office equipment. Certain of these leases include renewal options that may be exercised and/or options to terminate the lease. The Company has concluded that it is not reasonably certain that it would exercise the options to extend or terminate the leases.
The adoption of ASC 842 resulted in the recognition of operating lease liabilities of $12.4 million and operating ROU assets of the same amount as of August 1, 2019 based on the present value of the remaining minimum rental payments associated with the Company’s leases.
net2phone-UCaaSnet2phone is the lessee in equipment leases that wereare classified as capital leases under Topic 840 and are finance leases under ASC 842.leases. The assets and liabilities related to these finance leases are not material to the Company’s consolidated balance sheets.
| F-17 |
IDT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The Company leases office and parking space from Rafael Holdings, Inc. (“Rafael”) in a building and parking garage located at 520 Broad St, Newark, New Jersey.Jersey that was owned by the Company’s former subsidiary, Rafael Holdings, Inc. (“Rafael”). On August 22, 2022, Rafael sold the building and parking garage to an unrelated third party. The Company’s lease in that building continues with the new owner. The Company also leases office space in Israel from Rafael. Howard S. Jonas, the Chairman of the Company’s Board of Directors, is also the Chairman of the Board of Directors of Rafael. The Newark lease expires in April 2025 and the Israel lease expires in July 2025. In bothfiscal 2022, fiscal 2021, and fiscal 2020, the Company incurred lease costs of $2.0 million, $1.9million, and $1.9 million, respectively, in connection with the Rafael leases, which is included in operating lease cost in the table below.
Supplemental disclosures related to the Company’s operating leases were as follows:
Schedule of Supplemental Disclosures Related to the Company's Operating Leases
| Year ended July 31 (in thousands) | 2021 | 2020 | 2022 | 2021 | 2020 | |||||||||||||||
| Operating lease cost | $ | 2,824 | $ | 2,832 | $ | 2,901 | $ | 2,824 | $ | 2,832 | ||||||||||
| Short-term lease cost | 620 | 246 | 1,348 | 620 | 246 | |||||||||||||||
| TOTAL LEASE COST | $ | 3,444 | $ | 3,078 | $ | 4,249 | $ | 3,444 | $ | 3,078 | ||||||||||
| Cash paid for amounts included in the measurement of lease liabilities: | ||||||||||||||||||||
Operating cash flows from operating leases | $ | 2,857 | $ | 2,779 | $ | 2,745 | ||||||||||||||
| Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases | $ | 2,779 | $ | 2,745 | $ | 2,857 | $ | 2,779 | $ | 2,745 | ||||||||||
Schedule of Supplemental Disclosures Related Weighted Average Operating Leases
| July 31 | 2021 | 2020 | 2022 | 2021 | ||||||||||||
| Weighted-average remaining lease term-operating leases | 3.4 years | 4.2 years | 2.8 years | 3.4 years | ||||||||||||
| Weighted-average discount rate-operating leases | 2.9 | % | 3.12 | % | 3.0 | % | 2.9 | % | ||||||||
On September 1, 2020,In fiscal 2022 and fiscal 2021, the Company entered into a new leaseoffice leases with an aggregate operating lease liability of $2.2 million and $0.6 million.million, respectively. The Company’s aggregate operating lease liability was as follows:
Schedule of Aggregate Operating Lease Liability
| July 31 (in thousands) | 2021 | 2020 | ||||||
| Operating lease liabilities included in “Other current liabilities” | $ | 2,456 | $ | 2,350 | ||||
| Operating lease liabilities included in noncurrent liabilities | 5,473 | 7,353 | ||||||
| TOTAL | $ | 7,929 | $ | 9,703 | ||||
IDT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
July 31 (in thousands) | 2022 | 2021 | ||||||
| Operating lease liabilities included in “Other current liabilities” | $ | 2,899 | $ | 2,456 | ||||
| Operating lease liabilities included in noncurrent liabilities | 4,606 | 5,473 | ||||||
| TOTAL | $ | 7,505 | $ | 7,929 | ||||
Future minimum maturities of operating lease liabilities were as follows:
Schedule of Future Minimum Maturities of Operating Lease Liabilities
| (in thousands) | ||||||||
| Year ending July 31: | ||||||||
| 2022 | $ | 2,656 | ||||||
| 2023 | 2,432 | $ | 3,088 | |||||
| 2024 | 1,844 | 2,502 | ||||||
| 2025 | 1,423 | 1,872 | ||||||
| 2026 | — | 194 | ||||||
| 2027 | 141 | |||||||
| Thereafter | — | 48 | ||||||
| Total lease payments | 8,355 | 7,845 | ||||||
| Less imputed interest | (426 | ) | (340 | ) | ||||
| Total operating lease liabilities | $ | 7,929 | $ | 7,505 | ||||
| F-18 |
IDT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Note 5—Cash, Cash Equivalents, and Restricted Cash and Cash Equivalents
The following table provides a reconciliation of cash, cash equivalents, and restricted cash and cash equivalents reported in the consolidated balance sheets that equals the total of the same amounts reported in the consolidated statements of cash flows:
Schedule of Cash, Cash Equivalents, and Restricted Cash and Cash Equivalents
| July 31 (in thousands) | 2021 | 2020 | 2022 | 2021 | ||||||||||||
| Cash and cash equivalents | $ | 107,147 | $ | 84,860 | $ | 98,352 | $ | 107,147 | ||||||||
| Restricted cash and cash equivalents | 119,769 | 116,362 | 91,210 | 119,769 | ||||||||||||
| TOTAL CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AND CASH EQUIVALENTS | $ | 226,916 | $ | 201,222 | $ | 189,562 | $ | 226,916 | ||||||||
At July 31, 20212022 and 2020,2021, restricted cash and cash equivalents included $115.8 86.6million and $116.3 115.8million, respectively, in restricted cash and cash equivalents for customer deposits held by IDT Financial Services Limited (“IDT Financial Services”), the Company’s Gibraltar-based bank. Certain of the electronic money financial services regulations in Gibraltar require IDT Financial Services to safeguard cash held for customer deposits, segregate cash held for customer deposits from any other cash that IDT Financial Services holds and utilize the cash only for the intended payment transaction.
Company Restricted Cash and Cash Equivalents
The Company treats unrestricted cash and cash equivalents held by IDT Payment Services, Inc. and IDT Payment Services of New York, LLC, which providesprovide the Company’s international money transfer services in the United States, as substantially restricted and unavailable for other purposes. At July 31, 20212022 and 2020,2021, “Cash and cash equivalents” in the Company’s consolidated balance sheets included an aggregate of $15.3 17.3million and $11.0 15.3million, respectively, held by IDT Payment Services, Inc. and IDT Payment Services of New York, LLC, that was unavailable for other purposes.
Note 6—Acquisitions
Mobile Top-Up ProviderIntegra CCS
On DecemberMarch 3, 2020,2022, the Company’s subsidiary, IDT International Telecom,net2phone 2.0, Inc. (“IDTIT”net2phone 2.0”) acquired 51%, which owns and operates the net2phone segment, purchased all of the issuedoutstanding shares of Onwaba S.R.L. and Gem S.R.L. for an aggregate purchase price of up to $15.0 million. Onwaba S.R.L. and Gem S.R.L. are located in Uruguay and use the trade name Integra CCS (“Integra”). Integra provides cloud-based contact-center-as-a-service (“CCaaS”) in the Americas and Europe including omnichannel support, social media integrations, chat-bot communications, workflow management, development tools for tailored contact center solutions and numerous third-party software integrations. The net2phone segment and Integra are highly synergistic and CCaaS is expected to be a company that provides a digital platform facilitating supplysource of growth and distribution of mobile airtimeexpansion when combined with net2phone’s global sales and data top-ups and other services across borders. channel partner network.
The operating results of the acquired companycompanies from the date of acquisition, which were not significant, are included in the Company’s consolidated financial statements.
The purchase price consisted of: (a) cash of $7.2
million that was paid at closing, (b)
shares of the Company’s Class B common stock with a value of $1.0
million that were issued at closing, (c) $NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)3.3 million, half of which will be paid at the end of 12 months after closing and the remainder will be paid at the end of 24 months after closing, subject to holdback for the settlement of claims against the sellers, if any, and (d) contingent consideration of up to $3.5 million based on annual cumulative incremental recurring seat revenue of the net2phone segment over a four-year period, payable in cash and/or equity at net2phone 2.0’s discretion.
The acquisition date fair value of the consideration consisted of the following (in thousands):following:
Schedule of Acquisition Date Fair Value of Consideration
| (in thousands) | Dec 3, 2020 | |||||||
| Cash paid | $ | 2,732 | $ | 7,200 | ||||
| Cash acquired | (344 | ) | (81 | ) | ||||
| Cash paid, net of cash acquired | 2,388 | 7,119 | ||||||
| Shares of the Company’s Class B common stock | 1,000 | |||||||
| Future payments subject to holdback | 3,158 | |||||||
| Contingent consideration | 393 | 1,361 | ||||||
| Total fair value of consideration, net of cash acquired | $ | 2,781 | $ | 12,638 | ||||
The acquisition-date fair value of the contingent consideration was estimated using discounted cash flow models. This fair value measurement was based on significant inputs not observable in the market and therefore represents a Level 3 measurement. There was no change in the estimated fair value of the contingent consideration in the period from the acquisition date to July 31, 2022.
| F-19 |
IDT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The impact of the acquisition’s preliminary purchase price allocations on the Company’s consolidated balance sheet was as follows:
Schedule of Impact of Acquisition's Purchase Price Allocations on Consolidated Balance Sheet
| (in thousands) | ||||
| Trade accounts receivable | $ | 332 | ||
| Prepaid expenses | 4 | |||
| Other current assets | 21 | |||
| Current assets | ||||
| Property, plant, and equipment (mainly acquired technology) | 777 | |||
| Goodwill | 8,433 | |||
| Customer relationships (7-year useful lives) | 2,230 | |||
| Tradename (5-year useful life) | 400 | |||
| Non-compete agreements (6-year useful lives) | 660 | |||
| Operating lease right-of-use asset | 732 | |||
| Other assets | 24 | |||
| Deferred income tax assets | ||||
| Trade accounts payable | ||||
| Other current liabilities | ||||
| Accrued expenses | (243 | ) | ||
| Operating lease liability current portion | (176 | ) | ||
| Operating lease liability noncurrent portion | (556 | ) | ||
| Noncontrolling interests | ||||
| Net assets acquired excluding cash | $ | 12,638 | ||
The goodwill was assigned to the net2phone segment and was attributable primarily to the assembled workforce and the expected synergies from the business combination. The goodwill is not expected to be deductible for income tax purposes.
Leaf Global Fintech Corporation
On March 1, 2022, the Company’s subsidiary, IDT International Telecom, Inc. (“IDTIT”), purchased all of the outstanding shares of Leaf Global Fintech Corporation (“Leaf”) for up to $6.05 million. Leaf is a provider of digital wallet services in emerging markets currently serving unbanked customers in Rwanda, Uganda, and Kenya. The Leaf wallet is a mobile platform available on both smartphones and non-smartphones through an app or by utilizing a USSD interface accessed via a short code. The Leaf digital wallet enables customers to store, send, receive, and exchange currencies on their phones domestically and across borders. The Leaf platform leverages the Stellar network for storing and disseminating transaction data while maintaining value with stablecoins. Stellar is an open-source, decentralized blockchain network that connects global financial infrastructure, optimized for payments and specifically to support cross-border transactions. The Company intends to utilize Leaf’s blockchain-based digital wallet to, among other things, provide secure storage and share value to the people worldwide who use feature phones rather than smartphones, as well as expand Leaf’s affordable mobile technology to traders, refugees, migrants, and others worldwide.
Leaf’s operating results from the date of acquisition, which were not significant, are included in the Company’s consolidated financial statements.
The purchase price is comprised of (a) $0.5 million paid in cash at the closing, (b) a working capital adjustment for a maximum of $50,000, and (c) contingent consideration of up to $5.5 million based on annual gross profit over a five-year period.
The acquisition date fair value of the consideration consisted of the following:
Schedule of Acquisition Date Fair Value of Consideration
| (in thousands) | ||||
| Cash paid | $ | 500 | ||
| Cash acquired | (167 | ) | ||
| Cash paid, net of cash acquired | 333 | |||
| Contingent consideration | 3,330 | |||
| Total fair value of consideration, net of cash acquired | $ | 3,663 | ||
| F-20 |
IDT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The acquisition-date fair value of the contingent consideration was estimated using discounted cash flow models. This fair value measurement was based on significant inputs not observable in the market and therefore represents a Level 3 measurement. There was no change in the estimated fair value of the contingent consideration in the period from the acquisition date to July 31, 2022.
The impact of the acquisition’s preliminary purchase price allocations on the Company’s consolidated balance sheet was as follows:
Schedule of Impact of Acquisition's Purchase Price Allocations on Consolidated Balance Sheet
| (in thousands) | ||||
| Current assets | $ | 9 | ||
| Property, plant, and equipment (mainly acquired technology) | 324 | |||
| Goodwill | 3,199 | |||
| Tradename (5-year useful life) | 131 | |||
| Net assets acquired excluding cash | $ | 3,663 | ||
The goodwill was assigned to the Fintech segment and was attributable primarily to the assembled workforce and the expected synergies from the business combination. The goodwill is not expected to be deductible for income tax purposes.
In September 2022, the Company determined that the requirements for a portion of the contingent consideration payments related to the Leaf acquisition would not be met. The Company recorded a gain of $1.6 million on the write-off of this contingent consideration payment obligation in the first quarter of fiscal 2023.
Sochitel UK Ltd.
On December 3, 2020, IDTIT acquired 51% of the issued shares of Sochitel UK Ltd. (“Sochitel”), a global hub and digital distribution platform for mobile top-up, electronic vouchers, and other value transfer services primarily in Africa. Sochitel’s operating results from the date of acquisition, which were not significant, are included in the Company’s consolidated financial statements.
The acquisition date fair value of the consideration consisted of the following:
Schedule of Acquisition Date Fair Value of Consideration
| (in thousands) | ||||
| Cash paid | $ | 2,732 | ||
| Cash acquired | (344 | ) | ||
| Cash paid, net of cash acquired | 2,388 | |||
| Contingent consideration | 393 | |||
| Total fair value of consideration, net of cash acquired | $ | 2,781 | ||
The contingent consideration of $0.5 million will be paid (a) no later than November 30, 2021 if the acquired company generates EBITDA (as defined in the purchase agreement) of no less than $1.0 million between October 1, 2020 and September 30, 2021; or (b) no later than November 30, 2022 if the acquired company generatesSochitel meets an EBITDA of no less than $1.0 millionthreshold between October 1, 2021 and September 30, 2022.2022. The acquisition date fair value of the contingent consideration was estimated using discounted cash flow models. This fair value measurement was based on significant inputs not observable in the market and therefore represents a Level 3 measurement. There was no change in the estimated fair value of the contingent consideration in the period from the acquisition date to July 31, 2021.2022.
The impact of the acquisition’s purchase price allocations on the Company’s consolidated balance sheet was as follows:
Schedule of Impact of Acquisition's Purchase Price Allocations on Consolidated Balance Sheet
| (in thousands) | Dec 3, 2020 | |||||||
| Trade accounts receivable | $ | 656 | $ | 656 | ||||
| Prepaid expenses | 1,644 | 1,644 | ||||||
| Property, plant, and equipment | 75 | 75 | ||||||
| Goodwill | 2,025 | 2,025 | ||||||
| Customer relationships (15-year useful life) | 1,960 | 1,960 | ||||||
| Tradenames (20-year useful life) | 440 | 440 | ||||||
| Deferred income tax assets | 197 | 197 | ||||||
| Other assets | 30 | 30 | ||||||
| Trade accounts payable | (1,306 | ) | (1,306 | ) | ||||
| Accrued expenses | (423 | ) | (423 | ) | ||||
| Other current liabilities | (329 | ) | (329 | ) | ||||
| Non-compete agreement | ||||||||
| Other liabilities | ||||||||
| Noncontrolling interests | (2,188 | ) | (2,188 | ) | ||||
| Net assets acquired excluding cash | $ | 2,781 | $ | 2,781 | ||||
| F-21 |
IDT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The goodwill was assigned to the Traditional Communications segment and was attributable primarily to the assembled workforces and the expected synergies from the business combination. The goodwill is not expected to be deductible for income tax purposes.
Pursuant to a Put/Call Option Agreement related to the 5% of the issued shares of the acquired companySochitel that the seller did not initially sell to IDTIT (“Option Shares”), the seller exercised its option and on March 22, 2021, IDTIT purchased the Option Shares for $0.3 million. The purchase of the Option Shares resulted in a $ million reduction in “Noncontrolling interests” and a $ reduction in “Additional paid-in capital” in the consolidated balance sheets.
On June 15, 2021, IDTIT purchased 19% of theSochitel’s issued shares of the acquired company from the remaining noncontrolling interest holder. The purchase price was cash of $1.0 million plus contingent consideration of up to $0.3 million if the acquired companySochitel meets certain Adjusted EBITDA targets (as defined in the purchase agreement) no later than April 1, 2023. The acquisition date fair value of the contingent consideration of $0.2 million was estimated using cash flow models. This fair value measurement was based on significant inputs not observable in the market and therefore represents a Level 3 measurement. The purchase of the shares resulted in a $1.0million reduction in “Noncontrolling interests,” a $0.3 million reduction in “Additional paid-in capital,” and $0.2 million liability in the consolidated balance sheets. There was no change in the estimated fair value of the contingent consideration in the period from the acquisition date to July 31, 2021.2022.
Pro Forma Disclosures
The Company’s pro forma results of operations as if the acquisitionacquisitions occurred onas of August 1, 2019 were not materially different from the actual results of operations.
Ringsouth Europa, S.L.
On December 11, 2019, the Company’s subsidiary, net2phone, Inc. acquired 100% of the outstanding shares of Ringsouth Europa, S.L. (“Ringsouth”), a regional provider of cloud communications services to businesses in Spain. The acquisition expanded net2phone’s business into Spain. Ringsouth’s operating results from the date of acquisition, which were not significant, are included in the Company’s consolidated financial statements.
IDT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The acquisition date fair value of the consideration consisted of the following:
Schedule of Acquisition Date Fair Value of Consideration
| (in thousands) | Dec 11, 2019 | |||
| Cash paid | $ | 450 | ||
| Contingent consideration | 375 | |||
| Total fair value of consideration | $ | 825 | ||
The contingent consideration includes two potential payments to the seller of $0.4 million each, based on monthly recurring revenue targets to be achieved over a 36-month period and 48-month period. The second potential payment is not contingent upon meeting the target for the first payment. The fair value of the contingent consideration was estimated using discounted cash flow models and Monte Carlo simulations. This fair value measurement was based on significant inputs not observable in the market and therefore represents a Level 3 measurement. There was no change in the estimated fair value of the contingent consideration in the period from the acquisition date to July 31, 2021, although the balance changed due to foreign currency translation adjustments.
The impact of the acquisition’s purchase price allocations on the Company’s consolidated balance sheet was as follows:
Schedule of Impact of Acquisition's Purchase Price Allocations on Consolidated Balance Sheet
| (in thousands) | Dec 11, 2019 | |||
| Trade accounts receivable | $ | 142 | ||
| Other current assets | 21 | |||
| Property, plant, and equipment | 84 | |||
| Goodwill | 1,437 | |||
| Non-compete agreement (4-year useful life) | 50 | |||
| Customer relationships (7-year useful life) | 130 | |||
| Tradename (2-year useful life) | 30 | |||
| Deferred income tax assets | 118 | |||
| Other assets | 10 | |||
| Trade accounts payable | (302 | ) | ||
| Accrued expenses | (136 | ) | ||
| Other current liabilities | (408 | ) | ||
| Other liabilities | (351 | ) | ||
| Net assets acquired | $ | 825 | ||
The goodwill was assigned to the net2phone-UCaaS segment and was attributable primarily to Ringsouth’s assembled workforce and expected synergies from the business combination. The goodwill is expected to be deductible for income tax purposes.
The Company’s pro forma results of operations as if the Ringsouth acquisition occurred on August 1, 2019 were not materially different from the actual results of operations.
IDT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Note 7—Debt Securities
The following is a summary of available-for-sale debt securities:
Schedule of Available-for-sale Securities
| (in thousands) | Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | ||||||||||||||||||||||||
| July 31, 2021 | ||||||||||||||||||||||||||||||||
| Certificates of deposit* | $ | 1,200 | $ | 3 | $ | — | $ | 1,203 | ||||||||||||||||||||||||
| July 31, 2022 | ||||||||||||||||||||||||||||||||
| Certificates of deposit* | $ | 2,000 | $ | — | $ | (14 | ) | $ | 1,986 | |||||||||||||||||||||||
| U.S. Treasury bills and notes | 1,669 | — | (17 | ) | 1,652 | 13,848 | — | (114 | ) | 13,734 | ||||||||||||||||||||||
| Corporate bonds | 6,327 | 38 | (33 | ) | 6,332 | 3,966 | 1 | (416 | ) | 3,551 | ||||||||||||||||||||||
| Municipal bonds | 4,825 | — | — | 4,825 | 3,035 | — | (3 | ) | 3,032 | |||||||||||||||||||||||
| TOTAL | $ | 14,021 | $ | 41 | $ | (50 | ) | $ | 14,012 | $ | 22,849 | $ | 1 | $ | (547 | ) | $ | 22,303 | ||||||||||||||
| July 31, 2020 | ||||||||||||||||||||||||||||||||
| Certificates of deposit* | $ | 13,844 | $ | 58 | $ | — | $ | 13,902 | ||||||||||||||||||||||||
| U.S. Treasury bills | 2,498 | — | — | 2,498 | ||||||||||||||||||||||||||||
| July 31, 2021 | ||||||||||||||||||||||||||||||||
| Certificates of deposit* | $ | 1,200 | $ | 3 | $ | — | $ | 1,203 | ||||||||||||||||||||||||
| U.S. Treasury bills and notes | 1,669 | — | (17 | ) | 1,652 | |||||||||||||||||||||||||||
| Corporate bonds | 6,327 | 38 | (33 | ) | 6,332 | |||||||||||||||||||||||||||
| Municipal bonds | 1,979 | — | (16 | ) | 1,963 | 4,825 | — | — | 4,825 | |||||||||||||||||||||||
| TOTAL | $ | 18,321 | $ | 58 | $ | (16 | ) | $ | 18,363 | $ | 14,021 | $ | 41 | $ | (50 | ) | $ | 14,012 | ||||||||||||||
| * | Each of the |
Proceeds from maturities and sales of debt securities and redemptions of equity investments were $21.2 million, $26.2million, and $6.5million in fiscal 2022, fiscal 2021, and fiscal 2020, respectively. There were no realized gains or realized losses from sales of debt securities in fiscal 2022, fiscal 2021, and fiscal 2020.
The contractual maturities of the Company’s available-for-sale debt securities at July 31, 20212022 were as follows:
Schedule of Contractual Maturities of Available-for-sale Debt Securities
| (in thousands) | Fair Value | Fair Value | ||||||
| Within one year | $ | 2,489 | $ | 15,374 | ||||
| After one year through five years | 7,463 | 3,729 | ||||||
| After five years through ten years | 3,771 | 2,634 | ||||||
| After ten years | 289 | 566 | ||||||
| TOTAL | $ | 14,012 | $ | 22,303 | ||||
| F-22 |
IDT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The following available-for-sale debt securities were in an unrealized loss position for which other-than-temporary impairments were not recognized:
Schedule of Available-for-sale Securities, Unrealized Loss Position
| (in thousands) | Unrealized Losses | Fair Value | Unrealized Losses | Fair Value | ||||||||||||
| July 31, 2022 | ||||||||||||||||
| Certificates of deposit | $ | 14 | $ | 1,986 | ||||||||||||
| U.S. Treasury bills and notes | 114 | 13,734 | ||||||||||||||
| Corporate bonds | 416 | 3,514 | ||||||||||||||
| Municipal bonds | 3 | 2,412 | ||||||||||||||
| TOTAL | $ | 547 | $ | 21,646 | ||||||||||||
| July 31, 2021 | ||||||||||||||||
| U.S. Treasury bills and notes | $ | 17 | $ | 1,652 | $ | 17 | $ | 1,652 | ||||||||
| Corporate bonds | 33 | 3,293 | 33 | 3,293 | ||||||||||||
| TOTAL | $ | 50 | $ | 4,945 | $ | 50 | $ | 4,945 | ||||||||
| July 31, 2020 | ||||||||||||||||
| Municipal bonds | $ | 16 | $ | 1,963 | ||||||||||||
At July 31, 2021, and 2020, there were no securities in a continuous unrealized loss position for 12 months or longer. At July 31, 2022, the following available-for-sale debt securities included in the table above were in a continuous unrealized loss position for 12 months or longer:
Schedule of Continuous Unrealized Loss Position for 12 Months or Longer
| (in thousands) | Unrealized Losses | Fair Value | ||||||
| July 31, 2022 | ||||||||
| U.S. Treasury bills and notes | $ | 72 | $ | 892 | ||||
| Corporate bonds | 234 | 1,731 | ||||||
| TOTAL | $ | 306 | $ | 2,623 | ||||
IDT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)At July 31, 2022, the Company did not intend to sell any of the debt securities included in the table above, and it is not more likely than not that the Company will be required to sell any of these securities before recovery of the unrealized losses, which may be at maturity.
Note 8—Equity Investments
Equity investments consist of the following:
Schedule of Equity Investments
| July 31 (dollars in thousands) | 2021 | 2020 | ||||||||||||||
| Zedge, Inc. Class B common stock, shares at July 31, 2021 and 2020 | $ | 649 | $ | 59 | ||||||||||||
| Rafael Holdings, Inc. Class B common stock, and shares at July 31, 2021 and 2020, respectively | 12,479 | 389 | ||||||||||||||
| Rafael Holdings, Inc. restricted Class B common stock, and shares at July 31, 2021 and 2020, respectively | 2,209 | — | ||||||||||||||
| July 31 (in thousands) | 2022 | 2021 | ||||||||||||||
| Zedge, Inc. Class B common stock, shares at July 31, 2022 and 2021 | $ | 117 | $ | 649 | ||||||||||||
| Rafael Holdings, Inc. Class B common stock, and shares at July 31, 2022 and 2021, respectively | 586 | 12,479 | ||||||||||||||
| Rafael Holdings, Inc. restricted Class B common stock, and shares at July 31, 2022 and 2021, respectively | — | 2,209 | ||||||||||||||
| Other marketable equity securities | 3,630 | — | 4,089 | 3,630 | ||||||||||||
| Fixed income mutual funds | 23,467 | 5,516 | 12,299 | 23,467 | ||||||||||||
| Current equity investments | $ | 42,434 | $ | 5,964 | $ | 17,091 | $ | 42,434 | ||||||||
| Visa Inc. Series C Convertible Participating Preferred Stock (“Visa Series C Preferred”) | $ | 2,465 | $ | 3,825 | $ | 1,132 | $ | 2,465 | ||||||||
| Series B convertible preferred stock—equity method investment | 2,901 | — | ||||||||||||||
| Visa Inc. Series A Convertible Participating Preferred Stock (“Visa Series A Preferred”) | 1,230 | — | ||||||||||||||
| Series B and Series C convertible preferred stock—equity method investment | 1,001 | 2,901 | ||||||||||||||
| Hedge funds | 3,563 | 4,783 | 3,238 | 3,563 | ||||||||||||
| Other | 2,725 | 225 | 825 | 2,725 | ||||||||||||
| Noncurrent equity investments | $ | 11,654 | $ | 8,833 | $ | 7,426 | $ | 11,654 | ||||||||
| F-23 |
IDT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The Company received the shares of Zedge Inc. (“Zedge”) Class B common sharesstock and of the unrestrictedshares of Rafael Class B common sharesstock set forth in the table above in connection with the lapsing of restrictions on Zedge and Rafael restricted stock held by certain of the Company’s employees and the Company’s payment of taxes on behalf of its employees related thereto. Howard S. Jonas is the Vice-Chairman of the Board of Directors of Zedge.
On December 7, 2020, the Company purchased from Rafael newly issued shares of Rafael’s Class B common stock and a warrant to purchase up to 43,649 shares of Rafael’s Class B common stock at an exercise price of $22.91 at any time on or after December 7, 2020 and on or prior to June 6, 2022. The aggregate purchase price of $5.0 million was allocated $4.6 million to the shares and $0.4 million to the warrant based on their relative purchase date fair values. The fair value of the warrant on the acquisition date was estimated using a Black-Scholes valuation model that represented a Level 3 measurement. The purchase price was based on a per share price of $, which was the closing price of Rafael’s Class B common stock on the New York Stock Exchange on the trading day immediately preceding the purchase date. On March 15, 2021, the Company exercised the warrant in full and purchased 43,649shares of Rafael’s Class B common stock for cash of $1.0 million. The aggregate shares of Rafael’s Class B common stock were not available for sale, assignment, or transfer. These restrictions lapsed in June 2021 for shares and September 2021 for shares.
In June 2016, upon the acquisition of Visa Europe Limited by Visa, Inc. (“Visa”), IDT Financial Services Limited received shares of Visa Series C Preferred among other consideration. At July 31, 2020, each share of Visa Series C Preferred was convertible into shares of Visa Class A common stock (the “Conversion Adjustment), subject to certain conditions, and will be convertible at the holder’s option beginning in June 2028. On September 24, 2020, in connection with Visa’s first mandatory release assessment, the Company received shares of Visa Inc. Series A Convertible Participating Preferred Stock (“Visa Series A Preferred”) and the Conversion Adjustment for Visa Series C Preferred was reduced to . In June 2021, the shares of Visa Series A Preferred were converted into shares of Visa Class A common stock, which the Company sold for $2.9 million. On July 28, 2022, in connection with Visa’s second mandatory release assessment, the Company received
shares of Visa Series A Preferred and the Conversion Adjustment for Visa Series C Preferred was reduced to
. In August 2022, the
shares of Visa Series A Preferred were converted into
shares of Visa Class A common stock, which the Company sold for $1.3
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) million.
The changes in the carrying value of the Company’s equity investments without readily determinable fair values for which the Company elected the measurement alternative was as follows:
Schedule of Carrying Value of Equity Investments
| Year ended July 31 (in thousands) | 2021 | 2020 | 2022 | 2021 | 2020 | |||||||||||||||
| Balance, beginning of period | $ | 4,109 | $ | 3,919 | $ | 2,743 | $ | 4,109 | $ | 3,919 | ||||||||||
| Redemption for Visa mandatory release assessment | (1,870 | ) | — | (1,230 | ) | (1,870 | ) | — | ||||||||||||
| Adjustment for observable transactions involving a similar investment from the same issuer | 510 | 206 | (103 | ) | 510 | 206 | ||||||||||||||
| Upward adjustments | — | 3 | — | — | 3 | |||||||||||||||
| Redemptions | (6 | ) | (19 | ) | (9 | ) | (6 | ) | (19 | ) | ||||||||||
| Impairments | — | — | — | — | — | |||||||||||||||
| BALANCE, END OF PERIOD | $ | 2,743 | $ | 4,109 | $ | 1,401 | $ | 2,743 | $ | 4,109 | ||||||||||
The Company decreased the carrying value of the shares of Visa Series C Preferred it held by $0.1 million in fiscal 2022, and the Company increased the carrying value of the shares of Visa Series C Preferred it held by $0.5 million and $0.2million in fiscal 2021 and fiscal 2020, respectively, based on the fair value of Visa Class A common stock and a discount for lack of current marketability.
| F-24 |
IDT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Unrealized gains and losses for all equity investments measured at fair value included the following:
Schedule of Unrealized (losses) Gains for All Equity Investments
| Year ended July 31 (in thousands) | 2021 | 2020 | 2022 | 2021 | 2020 | |||||||||||||||
| Net gains (losses) recognized during the period on equity investments | $ | 8,830 | $ | (336 | ) | |||||||||||||||
| Net (losses) gains recognized during the period on equity investments | $ | (19,248 | ) | $ | 8,830 | $ | (336 | ) | ||||||||||||
| Less: net gains recognized during the period on equity investments redeemed during the period | 1,090 | — | 10 | 1,090 | — | |||||||||||||||
| Unrealized gains (losses) recognized during the period on equity investments still held at the reporting date | $ | 7,740 | $ | (336 | ) | |||||||||||||||
| Unrealized (losses) gains recognized during the period on equity investments still held at the reporting date | $ | (19,258 | ) | $ | 7,740 | $ | (336 | ) | ||||||||||||
The unrealized gains and losses for all equity investments measured at fair value in the table above included the following:
| Year ended July 31 (in thousands) | 2022 | 2021 | 2020 | |||||||||
| Unrealized (losses) gains recognized during the period on equity investments: | ||||||||||||
| Rafael Class B common stock | $ | (14,101 | ) | $ | 8,291 | $ | (195 | ) | ||||
| Zedge Class B common stock | $ | (533 | ) | $ | 591 | $ | (9 | ) | ||||
| Unrealized (losses) gains recognized during the period on equity investments still held at the reporting date | $ | (19,258 | ) | $ | 7,740 | $ | (336 | ) | ||||
Equity Method Investment
On February 2, 2021, the Company paid $4.0 million to purchase shares of series B convertible preferred stock of a communications company (the equity method investee, or “EMI”). The shares purchased represent 23.95% of the outstanding shares of the EMI, and on an as converted basis. The Company accounts for this investment using the equity method since the series B convertible preferred stock is in-substance common stock, and the Company can exercise significant influence over the operating and financial policies of the EMI.
The following table summarizes the change in the balance of the Company’s equity method investment:
Summary of Changes in Equity Method Investments
| Year ended July 31 (in thousands) | 2021 | 2020 | ||||||
| Balance, beginning of period | $ | — | $ | — | ||||
| Purchase of series B convertible preferred stock | 4,000 | — | ||||||
| Equity in the net loss of investee | (816 | ) | — | |||||
| Amortization of equity method basis difference | (283 | ) | — | |||||
| BALANCE, END OF PERIOD | $ | 2,901 | $ | — | ||||
The Company determined that on the date of the acquisition, there was a difference of $3.4 million between its investment in the EMI and its proportional interest in the equity of the EMI, which represented the Company’s share of the EMI’s customer list on the date of acquisition. This basis difference is being amortized over the 6-year estimated life of the customer list.In the accompanying consolidated statements of income, amortization of equity method basis difference is included in the equity in the net loss of investee, which is recorded in “Other income (expense), net” (see Note 17).
IDT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Summarized financial information of the EMI was as follows:
Summary of Statements of Operations
| July 31, 2021 (in thousands) | ||||
| Current assets | $ | 1,467 | ||
| Noncurrent assets | $ | 2,549 | ||
| Current liabilities | $ | (4,041 | ) | |
| Noncurrent liabilities | $ | (50 | ) | |
| From the date of acquisition to July 31, 2021 (in thousands) | ||||
| REVENUES | $ | 1,898 | ||
| COSTS AND EXPENSES: | ||||
| Direct cost of revenues | 1,937 | |||
| Selling, general and administrative | 3,388 | |||
| TOTAL COSTS AND EXPENSES | 5,325 | |||
| LOSS FROM OPERATIONS | (3,427 | ) | ||
| Other income, net | 101 | |||
| NET LOSS | $ | (3,326 | ) | |
On August 10, 2021, the Company paid $1.1 million to purchase shares of the EMI’s series C convertible preferred stock and additional shares of the EMI’s series B convertible preferred stock. These purchases increased the Company’s ownershipThe initial shares purchased represented 23.95% of the outstanding shares of the EMI on an as converted basis. The subsequent purchases increased the Company’s ownership to 26.57% on an as converted basis.
The Company accounts for this investment using the equity method since the series B and series C convertible preferred stock are in-substance common stock, and the Company can exercise significant influence over the operating and financial policies of the EMI.
The Company determined that on the dates of the acquisitions, there were differences of $3.4 million and $1.0 million between its investment in the EMI and its proportional interest in the equity of the EMI, which represented the share of the EMI’s customer list on the dates of the acquisitions attributed to the Company’s interest in the EMI. These basis differences are being amortized over the 6-year estimated life of the customer list. In the accompanying consolidated statements of income, the amortization of equity method basis difference is included in the equity in the net loss of investee, which is recorded in “Other (expense) income, net” (see Note 18).
In fiscal 2022, the Company received three secured promissory notes from the EMI in exchange for loans of an aggregate of $2.5 million. The notes provide for interest on the principal amount at 15% per annum payable monthly. The notes are due and payable in February 2023. At July 31, 2022, the notes were included in “Other current assets” in the accompanying consolidated balance sheets. In September 2022, the Company received a secured promissory note from the EMI in exchange for a loan of $0.6 million. The note provides for interest on the principal amount at 15% per annum payable monthly. The note is due and payable on February 3, 2023.
The following table summarizes the change in the balance of the Company’s equity method investment:
Summary of Changes in Equity Method Investments
| Year ended July 31 (in thousands) | 2022 | 2021 | ||||||
| Balance, beginning of period | $ | 2,901 | $ | — | ||||
| Purchase of convertible preferred stock | 1,051 | 4,000 | ||||||
| Equity in the net loss of investee | (2,224 | ) | (816 | ) | ||||
| Amortization of equity method basis difference | (727 | ) | (283 | ) | ||||
| BALANCE, END OF PERIOD | $ | 1,001 | $ | 2,901 | ||||
Summarized financial information of the EMI was as follows:
Summary of Statements of Operations
| July 31 (in thousands) | 2022 | 2021 | ||||||
| Current assets | $ | 3,911 | $ | 1,467 | ||||
| Noncurrent assets | $ | 2,462 | $ | 2,549 | ||||
| Current liabilities | $ | (11,480 | ) | $ | (4,041 | ) | ||
| Noncurrent liabilities | $ | — | $ | (50 | ) | |||
| F-25 |
IDT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
| (in thousands) | Year ended July 31, 2022 | From the date of acquisition to July 31, 2021 | ||||||
| REVENUES | $ | 7,889 | $ | 1,898 | ||||
| COSTS AND EXPENSES: | ||||||||
| Direct cost of revenues | 9,451 | 1,937 | ||||||
| Selling, general and administrative | 5,834 | 3,388 | ||||||
| TOTAL COSTS AND EXPENSES | 15,285 | 5,325 | ||||||
| LOSS FROM OPERATIONS | (7,396 | ) | (3,427 | ) | ||||
| Other (expense) income, net | (342 | ) | 101 | |||||
| NET LOSS | $ | (7,738 | ) | $ | (3,326 | ) | ||
Note 9—Fair Value Measurements
The following table presents the balance of assets and liabilities measured at fair value on a recurring basis:
Schedule of Balance of Assets Measured at Fair Value Onon a Recurring Basis
| (in thousands) | Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||||||
| July 31, 2022 | ||||||||||||||||||||||||||||||||
| Debt securities | $ | 13,734 | $ | 8,569 | $ | — | $ | 22,303 | ||||||||||||||||||||||||
| Equity investments included in current assets | 17,091 | — | — | 17,091 | ||||||||||||||||||||||||||||
| Equity investments included in noncurrent assets | — | 1,230 | 1,132 | 2,362 | ||||||||||||||||||||||||||||
| TOTAL | $ | 30,825 | $ | 9,799 | $ | 1,132 | $ | 41,756 | ||||||||||||||||||||||||
| Acquisition consideration included in: | ||||||||||||||||||||||||||||||||
| Other current liabilities | $ | — | $ | — | $ | (2,578 | ) | $ | (2,578 | ) | ||||||||||||||||||||||
| Other noncurrent liabilities | — | — | (5,968 | ) | (5,968 | ) | ||||||||||||||||||||||||||
| TOTAL | $ | — | $ | — | $ | (8,546 | ) | $ | (8,546 | ) | ||||||||||||||||||||||
| July 31, 2021 | ||||||||||||||||||||||||||||||||
| Debt securities | $ | 1,652 | $ | 12,360 | $ | — | $ | 14,012 | $ | 1,652 | $ | 12,360 | $ | — | $ | 14,012 | ||||||||||||||||
| Equity investments included in current assets | 40,225 | 2,209 | — | 42,434 | 40,225 | 2,209 | — | 42,434 | ||||||||||||||||||||||||
| Equity investments included in noncurrent assets | — | — | 2,465 | 2,465 | — | — | 2,465 | 2,465 | ||||||||||||||||||||||||
| TOTAL | $ | 41,877 | $ | 14,569 | $ | 2,465 | $ | 58,911 | $ | 41,877 | $ | 14,569 | $ | 2,465 | $ | 58,911 | ||||||||||||||||
| Contingent consideration included in: | ||||||||||||||||||||||||||||||||
| Other current liabilities (see Note 6) | $ | — | $ | — | $ | (628 | ) | $ | (628 | ) | ||||||||||||||||||||||
| Other noncurrent liabilities (see Note 6) | — | — | (397 | ) | (397 | ) | ||||||||||||||||||||||||||
| Acquisition consideration included in: | ||||||||||||||||||||||||||||||||
| Other current liabilities | $ | — | $ | — | $ | (628 | ) | $ | (628 | ) | ||||||||||||||||||||||
| Other noncurrent liabilities | — | — | (397 | ) | (397 | ) | ||||||||||||||||||||||||||
| TOTAL | $ | — | $ | — | $ | (1,025 | ) | $ | (1,025 | ) | $ | — | $ | — | $ | (1,025 | ) | $ | (1,025 | ) | ||||||||||||
| July 31, 2020 | ||||||||||||||||||||||||||||||||
| Debt securities | $ | 2,498 | $ | 15,865 | $ | — | $ | 18,363 | ||||||||||||||||||||||||
| Equity investments included in current assets | 5,964 | — | — | 5,964 | ||||||||||||||||||||||||||||
| Equity investments included in noncurrent assets | — | — | 3,825 | 3,825 | ||||||||||||||||||||||||||||
| TOTAL | $ | 8,462 | $ | 15,865 | $ | 3,825 | $ | 28,152 | ||||||||||||||||||||||||
| Contingent consideration included in other noncurrent liabilities (see Note 6) | $ | — | $ | — | $ | (396 | ) | $ | (396 | ) | ||||||||||||||||||||||
At July 31, 20212022 and 2020,2021, the Company had $3.63.2 million and $4.8 3.6million, respectively, in investments in hedge funds, which were included in noncurrent “Equity investments” in the accompanying consolidated balance sheets. The Company’s investments in hedge funds were accounted for using the equity method, therefore they were not measured at fair value.
| F-26 |
IDT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The following tables summarize the change in the balance of the Company’s assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3):
Schedule of Assets Measured at Fair Value Onon a Recurring Basis Using Significant Unobservable Inputs (level(Level 3)
| Year ended July 31, (in thousands) | 2021 | 2020 | ||||||||||||||||||
| (in thousands) | 2022 | 2021 | 2020 | |||||||||||||||||
| Year ended July 31, | ||||||||||||||||||||
| (in thousands) | 2022 | 2021 | 2020 | |||||||||||||||||
| Balance, beginning of period | $ | 3,825 | $ | 3,619 | $ | 2,465 | $ | 3,825 | $ | 3,619 | ||||||||||
| Purchase of Rafael Holdings, Inc. warrant | 354 | — | — | 354 | — | |||||||||||||||
| Exercise of Rafael Holdings, Inc. warrant | (380 | ) | — | — | (380 | ) | — | |||||||||||||
| Redemption for Visa mandatory release assessment | (1,870 | ) | — | (1,230 | ) | (1,870 | ) | — | ||||||||||||
| Total gains included in “Other income (expense), net” | 536 | 206 | ||||||||||||||||||
| Total (losses) gains included in “Other (expense) income, net” | (103 | ) | 536 | 206 | ||||||||||||||||
| BALANCE, END OF PERIOD | $ | 2,465 | $ | 3,825 | $ | 1,132 | $ | 2,465 | $ | 3,825 | ||||||||||
| Change in unrealized gains or losses for the period included in earnings for assets held at the end of the period | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||
The following tables summarize the change in the balance of the Company’s liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3):
Schedule of Liabilities Measured at Fair Value Onon a Recurring Basis Using Significant Unobservable Inputs (level(Level 3)
| Year ended July 31, (in thousands) | 2021 | 2020 | ||||||||||||||||||
| (in thousands) | 2022 | 2021 | 2020 | |||||||||||||||||
| Year ended July 31, | ||||||||||||||||||||
| (in thousands) | 2022 | 2021 | 2020 | |||||||||||||||||
| Balance, beginning of period | $ | 396 | $ | — | $ | 1,025 | $ | 396 | $ | — | ||||||||||
| Transfer into Level 3 from acquisitions (see Note 6) | 628 | 375 | ||||||||||||||||||
| Total losses included in “Foreign currency translation adjustments” | 1 | 21 | ||||||||||||||||||
| Transfer into Level 3 from acquisitions | 7,849 | 628 | 375 | |||||||||||||||||
| Total (gain) loss included in: | ||||||||||||||||||||
| “Other operating (expense) gain, net” | (303 | ) | — | — | ||||||||||||||||
| “Foreign currency translation adjustments” | (25 | ) | 1 | 21 | ||||||||||||||||
| BALANCE, END OF PERIOD | $ | 1,025 | $ | 396 | $ | 8,546 | $ | 1,025 | $ | 396 | ||||||||||
| Change in unrealized gains or losses for the period included in earnings for liabilities at the end of the period | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||
Fair Value of Other Financial Instruments
The estimated fair value of the Company’s other financial instruments was determined using available market information or other appropriate valuation methodologies. However, considerable judgment is required in interpreting these data to develop estimates of fair value. Consequently, the estimates are not necessarily indicative of the amounts that could be realized or would be paid in a current market exchange.
Cash and cash equivalents, restricted cash and cash equivalents, other current assets, customer deposits, and other current liabilities. At July 31, 20212022 and 2020,2021, the carrying amount of these assets and liabilities approximated fair value because of the short period of time to maturity. The fair value estimates for cash, cash equivalents, and restricted cash and cash equivalents were classified as Level 1 and other current assets, customer deposits, and other current liabilities were classified as Level 2 of the fair value hierarchy.
Other assets and other liabilities. At July 31, 20212022 and 2020,2021, the carrying amount of these assets and liabilities approximated fair value. The fair values were estimated based on the Company’s assumptions, which were classified as Level 3 of the fair value hierarchy.
Note 10—Property, Plant, and Equipment
Property, plant, and equipment consist of the following:
Schedule of Property, Plant and Equipment
| July 31 (in thousands) | 2021 | 2020 | 2022 | 2021 | ||||||||||||
| Equipment | $ | 50,039 | $ | 67,530 | $ | 40,811 | $ | 50,039 | ||||||||
| Computer software | 141,978 | 130,565 | 156,258 | 141,978 | ||||||||||||
| Leasehold improvements | 1,727 | 1,723 | 1,874 | 1,727 | ||||||||||||
| Furniture and fixtures | 588 | 450 | 681 | 588 | ||||||||||||
| Property, plant and equipment, gross | 194,332 | 200,268 | 199,624 | 194,332 | ||||||||||||
| Less accumulated depreciation and amortization | (163,503 | ) | (170,207 | ) | (162,758 | ) | (163,503 | ) | ||||||||
| Property, plant, and equipment, net | $ | 30,829 | $ | 30,061 | $ | 36,866 | $ | 30,829 | ||||||||
| F-27 |
IDT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The Company reduced its gross property, plant, and equipment and accumulated depreciation and amortization by $23.917.4 million and $16.923.9 million in fiscal 20212022 and fiscal 2020,2021, respectively, for property, plant, and equipment that was fully depreciated and no longer in service.
Depreciation and amortization expense of property, plant, and equipment was $16.8 million, $17.1 million, and $20.0million in fiscal 2022, fiscal 2021, and fiscal 2020, respectively.
Telephone equipment leased to customers included in “Equipment” in the table above was as follows:
Schedule of Property, Plant and Equipment
| July 31 | ||||||||
| (in thousands) | 2022 | 2021 | ||||||
| Equipment | $ | 9,844 | $ | 7,438 | ||||
| Less accumulated depreciation | (3,129 | ) | (2,071 | ) | ||||
| Net | $ | 6,715 | $ | 5,367 | ||||
| July 31 | ||||||||
| (in thousands) | 2021 | 2020 | ||||||
| Equipment | $ | 7,438 | $ | 4,563 | ||||
| Property, plant and equipment, gross | $ | 7,438 | $ | 4,563 | ||||
| Less accumulated depreciation | (2,071 | ) | (1,021 | ) | ||||
| Net | $ | 5,367 | $ | 3,542 | ||||
Depreciation expense of telephone equipment leased to customers was $1.4 million, $1.1 million, and $0.6million in fiscal 2022, fiscal 2021, and fiscal 2020, respectively.
IDT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Note 11—Goodwill
The table below reconciles the change in the carrying amount of goodwill by operating segment for the period from July 31, 2019 to July 31, 2021:2022:
Schedule of Change in Carrying Amount of Goodwill by Operating Segment
| (in thousands) | Traditional Communications | net2phone-UCaaS | Total | Fintech | net2phone | Traditional Communications | Total | |||||||||||||||||||||
| Balance at July 31, 2019 | $ | 11,209 | $ | — | $ | 11,209 | $ | — | $ | — | $ | 11,209 | $ | 11,209 | ||||||||||||||
| Acquisition | — | 1,437 | 1,437 | — | 1,437 | — | 1,437 | |||||||||||||||||||||
| Foreign currency translation adjustments | 130 | 82 | 212 | — | 82 | 130 | 212 | |||||||||||||||||||||
| Balance at July 31, 2020 | 11,339 | 1,519 | 12,858 | — | 1,519 | 11,339 | 12,858 | |||||||||||||||||||||
| Acquisition | 2,025 | — | 2,025 | — | — | 2,025 | 2,025 | |||||||||||||||||||||
| Foreign currency translation adjustments | 10 | 4 | 14 | — | 4 | 10 | 14 | |||||||||||||||||||||
| Balance at July 31, 2021 | $ | 13,374 | $ | 1,523 | $ | 14,897 | — | 1,523 | 13,374 | 14,897 | ||||||||||||||||||
| Balance at beginning | 1,523 | 13,374 | 14,897 | |||||||||||||||||||||||||
| Acquisitions | 3,199 | 8,433 | — | 11,632 | ||||||||||||||||||||||||
| Adjustment | — | — | 392 | 392 | ||||||||||||||||||||||||
| Foreign currency translation adjustments | — | (213 | ) | (328 | ) | (541 | ) | |||||||||||||||||||||
| Balance at July 31, 2022 | $ | 3,199 | $ | 9,743 | $ | 13,438 | $ | 26,380 | ||||||||||||||||||||
| Balance at end | 3,199 | 9,743 | $ | 13,438 | $ | 26,380 | ||||||||||||||||||||||
Note 12—Other Intangible Assets
The table below presents information on the Company’s amortized intangible assets:
Schedule of Company's Amortized Intangible Assets
| (in thousands) | Weighted Average Amortization Period | Gross Carrying Amount | Accumulated Amortization | Net Balance | Weighted Average Amortization Period | Gross Carrying Amount | Accumulated Amortization | Net Balance | ||||||||||||||||||||||
| July 31, 2022 | ||||||||||||||||||||||||||||||
| Tradenames | 11.4 years | $ | 2,480 | $ | (700 | ) | $ | 1,780 | ||||||||||||||||||||||
| Non-compete agreements | 5.5 years | 1,316 | (549 | ) | 767 | |||||||||||||||||||||||||
| Customer relationships | 7.8 years | 11,590 | (4,528 | ) | 7,062 | |||||||||||||||||||||||||
| TOTAL | 8.2 years | $ | 15,386 | $ | (5,777 | ) | $ | 9,609 | ||||||||||||||||||||||
| July 31, 2021 | ||||||||||||||||||||||||||||||
| Tradenames | 13.0 years | $ | 2,080 | $ | (506 | ) | $ | 1,574 | 13.0 years | $ | 2,080 | $ | (506 | ) | $ | 1,574 | ||||||||||||||
| Non-compete agreements | 4.9 years | 680 | (380 | ) | 300 | 4.9 years | 680 | (380 | ) | 300 | ||||||||||||||||||||
| Customer relationships | 11.5 years | 9,462 | (3,758 | ) | 5,704 | 11.5 years | 9,462 | (3,758 | ) | 5,704 | ||||||||||||||||||||
| TOTAL | 11.4 years | $ | 12,222 | $ | (4,644 | ) | $ | 7,578 | 11.4 years | $ | 12,222 | $ | (4,644 | ) | $ | 7,578 | ||||||||||||||
| July 31, 2020 | ||||||||||||||||||||||||||||||
| Tradenames | 16.5 years | $ | 1,017 | $ | (392 | ) | $ | 625 | ||||||||||||||||||||||
| Non-compete agreements | 4.9 years | 636 | (227 | ) | 409 | |||||||||||||||||||||||||
| Customer relationships | 11.2 years | 6,215 | (3,290 | ) | 2,925 | |||||||||||||||||||||||||
| TOTAL | 11.4 years | $ | 7,868 | $ | (3,909 | ) | $ | 3,959 | ||||||||||||||||||||||
| F-28 |
IDT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Amortization expense of intangible assets was $1.3 million, $0.7million, and $0.4million in fiscal 2022, fiscal 2021, and fiscal 2020, respectively. The Company estimates that amortization expense of intangible assets with finite lives will be $0.9 1.5million, $0.9 1.4million, $0.7 1.2million, $0.6 1.2million, and $0.5 1.2million in fiscal 2022, fiscal 2023, fiscal 2024, fiscal 2025, fiscal 2026, and fiscal 2026,2027, respectively.
Note 13—Variable Interest Entity
As of May 31, 2021, the Company entered into a Warrant Purchase Agreement with the shareholders of an entity (the variable interest entity, or “VIE”) that operates money transfer businesses. The purchase price of the warrant was cash of $0.8million and a contingent payment of $0.1million.
IDT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The Company has various management rights and protective provisions pursuant to the Warrant Purchase Agreement .Agreement. Primarily as a result of the Warrant Purchase Agreement, the Company can obtain 9090%% of the ownership interests in the VIE. The Company determined that, effective May 31, 2021, it had the power to direct the activities of the VIE that most significantly impact its economic performance, and the Company has the obligation to absorb losses of and the right to receive benefits from the VIE that could potentially be significant to it. The Company therefore determined that it is the primary beneficiary of the VIE, and as a result, the Company consolidates the VIE. The Company does not currently own any interest in the VIE and thus the net income incurred by the VIE was attributed to noncontrolling interests in the accompanying statements of income.
The VIE’s net income and aggregate funding (repaid to) provided by the Company to finance the VIE’s operations were as follows:
Schedule of Net Income (loss) and Aggregate Funding Provided byRepaid to the Company toby VIE to Finance Its Operations or Repaid
| For the period from May 31, 2021 to July 31, 2021 (in thousands) | ||||
| Net income of the VIE | $ | 54 | ||
| Aggregate funding provided by the Company, net | $ | (8 | ) | |
| (in thousands) | Year ended July 31, 2022 | For the period from May 31, 2021 to July 31, 2021 | ||||||
| Net income of the VIE | $ | 248 | $ | 54 | ||||
| Aggregate funding (repaid to) provided by the Company, net | $ | (94 | ) | $ | 8 | |||
The VIE’s summarized consolidated balance sheet amounts are as follows:
VIE’s Summarized Consolidated Balance Sheet
| (in thousands) | May 31, 2021 | July 31, 2021 | ||||||||||||||
| July 31 (in thousands) | 2022 | 2021 | ||||||||||||||
| ASSETS | ||||||||||||||||
| Cash and cash equivalents | $ | 1,249 | $ | 1,364 | $ | 1,808 | $ | 1,364 | ||||||||
| Restricted cash | 2,087 | 3,848 | 4,490 | 3,848 | ||||||||||||
| Trade accounts receivable, net | 80 | 91 | 31 | 91 | ||||||||||||
| Prepaid expenses | 126 | 344 | 14 | 344 | ||||||||||||
| Other current assets | 1,248 | 858 | 1,387 | 858 | ||||||||||||
| Due from the Company | 86 | — | ||||||||||||||
| Property, plant, and equipment, net | 637 | 637 | 467 | 637 | ||||||||||||
| Other intangibles, net | 1,067 | 1,042 | 889 | 1,042 | ||||||||||||
| TOTAL ASSETS | $ | 6,494 | $ | 8,184 | $ | 9,172 | $ | 8,184 | ||||||||
| LIABILITIES AND NONCONTROLLING INTERESTS | ||||||||||||||||
| Trade accounts payable | $ | 22 | $ | 312 | $ | — | $ | 312 | ||||||||
| Accrued expenses | 43 | 26 | 20 | 26 | ||||||||||||
Other current liabilities | 3,136 | 4,491 | 5,559 | 4,491 | ||||||||||||
Due to the Company | — | 8 | — | 8 | ||||||||||||
Accumulated other comprehensive loss | (7) | (7 | ) | (9 | ) | (7 | ) | |||||||||
| Noncontrolling interests | 3,300 | 3,354 | 3,602 | 3,354 | ||||||||||||
| TOTAL LIABILITIES AND NONCONTROLLING INTERESTS | $ | 6,494 | $ | 8,184 | $ | 9,172 | $ | 8,184 | ||||||||
The VIE’s assets may only be used to settle the VIE’s obligations and may not be used for other consolidated entities. The VIE’s liabilities are non-recourse to the general credit of the Company’s other consolidated entities.
| F-29 |
IDT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Note 14—Other Operating (Expense) Gain, (Expense), Net
The following table summarizes the other operating (expense) gain, (expense), net by business segment:
Schedule of Other Operating (Expense) Gain, (Expense), Net
| Year ended July 31 (in thousands) | 2021 | 2020 | ||||||
| Corporate —Straight Path Communications Inc. class action insurance claims net of legal fees/(legal fees net of insurance claims) | $ | 225 | $ | (531 | ) | |||
| net2phone-UCaaS—other, net | (100 | ) | (63 | ) | ||||
| Fintech—money transfer settlement | 45 | — | ||||||
| Traditional Communications—gain from sale of rights under class action lawsuit | 2,000 | — | ||||||
| Traditional Communications—net2phone indemnification claim | (472 | ) | (1,244 | ) | ||||
| Traditional Communications—accrual for non-income related taxes related to a foreign subsidiary | — | (2,150 | ) | |||||
| Traditional Communications—other | (967 | ) | (1,075 | ) | ||||
| TOTAL | $ | 731 | $ | (5,063 | ) | |||
IDT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
| Year ended July 31 (in thousands) | 2022 | 2021 | 2020 | |||||||||
| Corporate —Straight Path Communications Inc. class action legal fees | $ | (7,671 | ) | $ | (2,876 | ) | $ | (3,658 | ) | |||
| Corporate —Straight Path Communications Inc. class action insurance claims | 6,635 | 3,101 | 3,127 | |||||||||
| Fintech—other | 20 | 45 | — | |||||||||
| net2phone—write-off of contingent consideration liability | 303 | — | — | |||||||||
| net2phone—other | (10 | ) | (100 | ) | (638 | ) | ||||||
| Traditional Communications—gain from sale of rights under class action lawsuit | — | 2,000 | — | |||||||||
| Traditional Communications—net2phone indemnification claim | (96 | ) | (472 | ) | (1,244 | ) | ||||||
| Traditional Communications— accrual for non-income related taxes related to a foreign subsidiary | — | — | (2,150 | ) | ||||||||
| Traditional Communications—other | (7 | ) | (967 | ) | (500 | ) | ||||||
| TOTAL | $ | (826 | ) | $ | 731 | $ | (5,063 | ) | ||||
Straight Path Communications Inc. Class Action
As discussed in Note 22,23, the Company (as well as other defendants) has been named in a pending putative class action on behalf of the stockholders of the Company’s former subsidiary, Straight Path Communications Inc. (“Straight Path”), and a derivative complaint. In fiscal 2021 and fiscal 2020, theThe Company incurred legal fees of $2.9 million and $3.6 million, respectively, related to this action. Also, in fiscal 2021 and fiscal 2020, the Company recorded offsetting gains from insurance claims related to this action in fiscal 2022, fiscal 2021, and fiscal 2020.
Write-off of Contingent Consideration
In fiscal 2022, the Company determined that the requirements for this mattera contingent consideration payment related to an acquisition consummated in December 2019 would not be met before the expiration date for such contingency. The Company recognized a gain on the write-off of $3.1 million and $3.1 million, respectively.the contingent consideration payment obligation.
Gain from Sale of Rights under Class Action Lawsuit
On December 21, 2020, the Company received $2.0 million from the sale to a third party of all its rights under the Payment Card Interchange Fee and Merchant Discount Antitrust Litigation. The lawsuit is aboutLitigation related to claims that merchants paid excessive fees to accept Visa and Mastercard cards between January 1, 2004 and January 25, 2019 because Visa and Mastercard, individually, and together with their respective member banks, violated the antitrust laws.2019.
Indemnification Claim
InBeginning in June 2019, as part of a commercial resolution, the Company indemnified a net2phone cable telephony customer related to patent infringement claims brought against the customer.
Accrual for Non-Income Related Taxes
In fiscal 2020, the Company recorded an accrual for non-income related taxes related to one of its foreign subsidiaries.
Note 15—Revolving Credit Facility and Note Payable
Revolving Credit Facility
The Company’s subsidiary, IDT Telecom, Inc. (“IDT Telecom”), entered into a credit agreement, dated as of May 17, 2021, with TD Bank, N.A. for a revolving credit facility for up to a maximum principal amount of $25.0million. IDT Telecom may use the proceeds to finance working capital requirements and for certain closing costs of the facility. At July 31, 2022 and 2021, there were no amounts outstanding under this facility. In fiscal 2022, IDT Telecom had not borrowed any amountsand repaid an aggregate of $2.6 million under thisthe facility. The revolving credit facility is secured by primarily all of IDT Telecom’s assets. The principal outstanding bears interest per annum at the Intercontinental Exchange Benchmark Administration Ltd. LIBOR multiplied by the Regulation D maximum reserve requirement plus 125 to 175 basis points, depending upon IDT Telecom’s leverage ratio as computed for the most recent fiscal quarter. Interest is payable monthly, and all outstanding principal and any accrued and unpaid interest is due inon May 16, 2024. IDT Telecom pays a quarterly unused commitment fee on the average daily balance of the unused portion of the $25.0 million commitment of 30 to 85 basis points, depending upon IDT Telecom’s leverage ratio as computed for the most recent fiscal quarter. IDT Telecom is required to comply with various affirmative and negative covenants as well as maintain certain targets based on financial ratios during the term of the revolving credit facility. As of July 31, 2022 and 2021, IDT Telecom was in compliance with all of the covenants.
| F-30 |
IDT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
IDT Telecom had a credit agreement dated as of October 31, 2019, with TD Bank, N.A. for a revolving credit facility for up to a maximum principal amount of $25.0 million until its maturity date on July 15, 2020. The principal outstanding incurred interest per annum at the LIBOR rate adjusted by the Regulation D maximum reserve requirement plus 125 basis points. IDT Telecom paid a quarterly unused commitment fee of 0.30.3%% per annum on the average daily balance of the unused portion of the $25.0 million commitment.
Note Payable
On April 20, 2020, IDT Domestic Telecom, Inc. (“IDT DT”), a subsidiary of the Company, received loan proceeds of $10.0million (the “PPP Loan”) from TD Bank, N.A., pursuant to the Paycheck Protection Program (the “PPP”) under the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) administered by the U.S. Small Business Administration.Administration. On April 29, 2020, IDT DT returned all $10.0million in proceeds from the PPP Loan.
IDT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Note 16—Accrued Expenses
Accrued expenses consist of the following:
Schedule of Accrued Expenses
| July 31 (in thousands) | 2021 | 2020 | 2022 | 2021 | ||||||||||||
| Carrier minutes termination | $ | 35,738 | $ | 33,766 | $ | 28,869 | $ | 35,738 | ||||||||
| Regulatory fees and taxes | 52,292 | 54,087 | 48,146 | 52,292 | ||||||||||||
| Compensation costs | 15,465 | 16,051 | 16,145 | 15,465 | ||||||||||||
| Maintenance and support | 3,258 | 2,015 | 2,122 | 3,258 | ||||||||||||
| Commissions (money transfer and Mobile Top-Up) | 3,213 | 1,904 | 3,204 | 3,213 | ||||||||||||
| Legal and professional fees | 6,134 | 5,466 | 6,601 | 6,134 | ||||||||||||
| Other | 12,985 | 12,255 | 12,022 | 12,985 | ||||||||||||
| TOTAL | $ | 129,085 | $ | 125,544 | $ | 117,109 | $ | 129,085 | ||||||||
Note 17—Redeemable Noncontrolling Interest
On September 29, 2021, NRS sold shares of its Class B common stock representing 2.5% of its outstanding capital stock on a fully diluted basis to Alta Fox Opportunities Fund LP (“Alta Fox”) for cash of $10 million. Alta Fox has the right to request that NRS redeem all or any portion of the NRS common shares that it purchased at the per share purchase price during a period of 182 days following the fifth anniversary of this transaction. The redemption right shall terminate upon the consummation of (i) a sale of NRS or its assets for cash or securities that are listed on a national securities exchange, (ii) a public offering of NRS’ securities, or (iii) a distribution of NRS’ capital stock following which NRS’ common shares are listed on a national securities exchange.
The shares of NRS’ Class B common stock sold to Alta Fox have been classified as mezzanine equity in the accompanying consolidated balance sheet because they may be redeemed at the option of Alta Fox, although the shares are not mandatorily redeemable. The carrying amount of the shares includes the noncontrolling interest in the net income of NRS.
Note 18—Other (Expense) Income, (Expense), Net
Other (expense) income, (expense), net consists of the following:
Schedule of Other (Expense) Income, (Expense) Net
| Year ended July 31 (in thousands) | 2022 | 2021 | 2020 | |||||||||
| Foreign currency transaction (losses) gains | $ | (1,742 | ) | $ | 1,009 | $ | 370 | |||||
| Equity in net loss of investee | (2,951 | ) | (1,099 | ) | — | |||||||
| Write-off of tax assets related to prior periods | — | — | (1,346 | ) | ||||||||
| (Losses) gains on investments | (19,248 | ) | 8,830 | (336 | ) | |||||||
| Other | (1,411 | ) | (824 | ) | 45 | |||||||
| TOTAL | $ | (25,352 | ) | $ | 7,916 | $ | (1,267 | ) | ||||
| F-31 |
IDT CORPORATION
| Year ended July 31 (in thousands) | 2021 | 2020 | ||||||
| Foreign currency transaction gains | $ | 1,009 | $ | 370 | ||||
| Equity in net loss of investee | (1,099 | ) | — | |||||
| Write-off of tax assets related to prior periods | — | (1,346 | ) | |||||
| Gain (loss) on investments | 8,830 | (336 | ) | |||||
| Other | (824 | ) | 45 | |||||
| TOTAL | $ | 7,916 | $ | (1,267 | ) | |||
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Note 18—19—Income Taxes
The components of income before income taxes are as follows:
Components of Income Before Income Taxes
| Year ended July 31 (in thousands) | 2021 | 2020 | 2022 | 2021 | 2020 | |||||||||||||||
| Domestic | $ | 60,969 | $ | 13,380 | $ | 25,025 | $ | 60,969 | $ | 13,380 | ||||||||||
| Foreign | 4,255 | 4,338 | 9,858 | 4,255 | 4,338 | |||||||||||||||
| INCOME BEFORE INCOME TAXES | $ | 65,224 | $ | 17,718 | $ | 34,883 | $ | 65,224 | $ | 17,718 | ||||||||||
Significant components of the Company’s deferred income tax assets consist of the following:
Significant Components of Deferred Income Taxes
| July 31 (in thousands) | 2021 | 2020 | ||||||
| Deferred income tax assets: | ||||||||
| Bad debt reserve | $ | 1,011 | $ | 854 | ||||
| Accrued expenses | 3,456 | 2,963 | ||||||
| Stock options and restricted stock | 980 | 1,226 | ||||||
| Charitable contributions | 778 | 659 | ||||||
| Depreciation | (373 | ) | (71 | ) | ||||
| Unrealized gain | (1,826 | ) | (302 | ) | ||||
| Net operating loss | 49,368 | 62,588 | ||||||
| Deferred revenue | (352 | ) | (705 | ) | ||||
| Total deferred income tax assets | 53,042 | 67,212 | ||||||
| Valuation allowance | (11,540 | ) | (58,700 | ) | ||||
| NET DEFERRED INCOME TAX ASSETS | $ | 41,502 | $ | 8,512 | ||||
IDT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
| July 31 (in thousands) | 2022 | 2021 | ||||||
| Deferred income tax assets: | ||||||||
| Bad debt reserve | $ | 959 | $ | 1,011 | ||||
| Accrued expenses | 3,570 | 3,456 | ||||||
| Stock options and restricted stock | 42 | 980 | ||||||
| Charitable contributions | 730 | 778 | ||||||
| Depreciation | (640 | ) | (373 | ) | ||||
| Unrealized gain | 2,895 | (1,826 | ) | |||||
| Net operating loss | 40,733 | 49,368 | ||||||
| Deferred revenue | — | (352 | ) | |||||
| Total deferred income tax assets | 48,289 | 53,042 | ||||||
| Valuation allowance | (11,588 | ) | (11,540 | ) | ||||
| NET DEFERRED INCOME TAX ASSETS | $ | 36,701 | $ | 41,502 | ||||
The (provision for) benefit from income taxes consist of the following:
Schedule of (Provision for) Benefits from Income Taxes
| Year ended July 31 (in thousands) | 2022 | 2021 | 2020 | |||||||||
| Current: | ||||||||||||
| Federal | $ | (45 | ) | $ | — | $ | — | |||||
| State and local | (863 | ) | (512 | ) | (46 | ) | ||||||
| Foreign | (729 | ) | (811 | ) | (177 | ) | ||||||
| Current | (1,637 | ) | (1,323 | ) | (223 | ) | ||||||
| Deferred: | ||||||||||||
| Federal | (2,596 | ) | 26,408 | 8,345 | ||||||||
| State and local | (19 | ) | (57 | ) | 12 | |||||||
| Foreign | (1,626 | ) | 6,639 | (4,434 | ) | |||||||
| Deferred | (4,241 | ) | 32,990 | 3,923 | ||||||||
| (PROVISION FOR) BENEFIT FROM INCOME TAXES | $ | (5,878 | ) | $ | 31,667 | $ | 3,700 | |||||
| Year ended July 31 (in thousands) | 2021 | 2020 | ||||||
| Current: | ||||||||
| Federal | $ | — | $ | — | ||||
| State and local | (512 | ) | (46 | ) | ||||
| Foreign | (811 | ) | (177 | ) | ||||
| Current | (1,323 | ) | (223 | ) | ||||
| Deferred: | ||||||||
| Federal | 26,408 | 8,345 | ||||||
| State and local | (57 | ) | 12 | |||||
| Foreign | 6,639 | (4,434 | ) | |||||
| Deferred | 32,990 | 3,923 | ||||||
| BENEFIT FROM INCOME TAXES | $ | 31,667 | $ | 3,700 | ||||
| F-32 |
IDT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The differences between income taxes expected at the U.S. federal statutory income tax rate and income taxes provided are as follows:
Schedule of Differences Between Income Taxes Expected Federal Statutory Income Taxes
| Year ended July 31 (in thousands) | 2021 | 2020 | 2022 | 2021 | 2020 | |||||||||||||||
| U.S. federal income tax at statutory rate | $ | (13,697 | ) | $ | (3,721 | ) | $ | (7,325 | ) | $ | (13,697 | ) | $ | (3,721 | ) | |||||
| Valuation allowance | 47,862 | 15,470 | 1,147 | 47,862 | 15,470 | |||||||||||||||
| Foreign tax rate differential | (190 | ) | (3,702 | ) | (1,059 | ) | (190 | ) | (3,702 | ) | ||||||||||
| Nondeductible expenses | (636 | ) | (813 | ) | 2,044 | (636 | ) | (813 | ) | |||||||||||
| Other | 299 | 88 | 1 | 299 | 88 | |||||||||||||||
| Foreign restructuring | (1,510 | ) | (3,266 | ) | — | (1,510 | ) | (3,266 | ) | |||||||||||
| State and local income tax, net of federal benefit | (461 | ) | (356 | ) | (686 | ) | (461 | ) | (356 | ) | ||||||||||
| BENEFIT FROM INCOME TAXES | $ | 31,667 | $ | 3,700 | ||||||||||||||||
| (PROVISION FOR) BENEFIT FROM INCOME TAXES | $ | (5,878 | ) | $ | 31,667 | $ | 3,700 | |||||||||||||
The Company’s cumulative undistributed foreign earnings are included in accumulated deficit in the Company’s consolidated balance sheets and consisted of approximately $351 297million at July 31, 2021.2022. The Company has concluded that the earnings remain permanently reinvested.
At July 31, 2021,2022, the Company had U.S. federal net operating loss carryforwards of approximately $104 100million. These carry-forward lossesloss carryforwards are available to offset future U.S. federal taxable income. FederalU.S. federal net operating loss carryforwards of $10197 million expire in fiscal 2027 through fiscal 2038, and $3 million do not expire.. The Company has foreign net operating lossesloss carryforwards of approximately $82 75million, of which approximately $77 63million does not expire, approximately $4 11million expires in two to ten years and approximately $1million expires in twenty years. These foreign net operating lossesloss carryforwards are available to offset future taxable income in the countries in which the losses were incurred. The Company’s subsidiary, net2phone, has additional U.S. federal net operating lossesloss carryforwards of approximately $4214 million, which will expire through fiscal 2027. With the reacquisition of net2phone by the Company in March 2006, its losses were limited under Internal Revenue Code Section 382 to approximately $7 million per year. The net operating lossesloss carryforwards do not include any excess benefits related to stock options or restricted stock.
IDT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The change in the valuation allowance is as follows:
Summary of Changes in Valuation Allowance
| Year ended July 31 (in thousands) | Balance at beginning of year | Additions charged to costs and expenses | Deductions | Balance at end of year | Balance at beginning of year | Additions charged to costs and expenses | Deductions | Balance at end of year | ||||||||||||||||||||||||
| 2022 | ||||||||||||||||||||||||||||||||
| Reserves deducted from deferred income taxes, net: | ||||||||||||||||||||||||||||||||
| Valuation allowance | $ | 11,540 | $ | 48 | $ | — | $ | 11,588 | ||||||||||||||||||||||||
| 2021 | ||||||||||||||||||||||||||||||||
| Reserves deducted from deferred income taxes, net: | ||||||||||||||||||||||||||||||||
| Valuation allowance | $ | 58,700 | $ | 835 | $ | (47,995 | ) | $ | 11,540 | $ | 58,700 | $ | 835 | $ | (47,995 | ) | $ | 11,540 | ||||||||||||||
| 2020 | ||||||||||||||||||||||||||||||||
| Reserves deducted from deferred income taxes, net: | ||||||||||||||||||||||||||||||||
| Valuation allowance | $ | 74,170 | $ | — | $ | (15,470 | ) | $ | 58,700 | $ | 74,170 | $ | — | $ | (15,470 | ) | $ | 58,700 | ||||||||||||||
In fiscal 2021, the Company released $46.5million of its valuation allowance on the portion of the deferred income tax assets that it is more likely than not going to utilize. This release was mostly related to domestic deferred income tax assets. The Company used the framework of ASC Income Taxes (Topic 740) to determine whether the valuation allowance should be maintained or reversed. The Company considered the scheduled expiration of its net operating losses included in its deferred tax assets, projected future taxable income, and tax planning strategies in its assessment of the valuation allowance. The primary factors that resulted in the valuation allowance release were the three consecutive years of profitability in the United States and expected future profitability in both the United States and the United Kingdom that will utilize a significant portion of the net operating losses. The Company’s tax planning strategies were not a significant factor in the analysis.
In fiscal 2020, due to taxable income in the United States, the Company utilized deferred tax assets and released the corresponding valuation allowance to offset income tax expense of $3.5million. In addition, in fiscal 2020, the Company released an additional $8.4million of the valuation allowance on the portion of the deferred tax assets that it is more likely than not going to utilize because the Company forecasted future profitability in the United States.
| F-33 |
IDT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
At July 31, 20212022 and 2020,2021, the Company did not have any unrecognized income tax benefits. There were no changes in the balance of unrecognized income tax benefits in fiscal 2022, fiscal 2021, and fiscal 2020. At July 31, 2021,2022, the Company did not expect any changes in unrecognized income tax benefits during the next twelve months. In fiscal 2022, fiscal 2021, and fiscal 2020, the Company did not record any interest and penalties on income taxes. At July 31, 20212022 and 2020,2021, there was no accrued interest included in current income taxes payable.
In September 2017, the Company, IDT DT, and certain other affiliates were certified by the New Jersey Economic Development Authority (“NJEDA”) as having met all of the requirements of the Grow New Jersey Assistance Act Tax Credit Program. The program provides for credits against a corporation’s New Jersey corporate business tax liability and that, tax credits may be sold subject to certain conditions. The tax credits are dependent on the corporation maintaining a minimum number of employees in New Jersey. The Company has applied for several years of credits butcredits. To date, only the Company’s report for its 2019 tax filing period has not yet received any creditsan award recommendation from the NJEDA. The award recommendation was in the amount of $1.8 million and is subject to the Company is not assured of receiving any credits.NJEDA’s quality control and quality assurance review.
The Company currently remains subject to examinations of its tax returns as follows: U.S. federal tax returns for fiscal 20182019 to fiscal 2021,2022, state and local tax returns generally for fiscal 20172018 to fiscal 2021,2022, and foreign tax returns generally for fiscal 20172018 to fiscal 2021.2022.
Note 19—20—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 receive identical dividends per share when and if declared by the Company’s Board of Directors. In addition, the holders of Class A common stock and Class B common stock have identical and equal priority rights per share in liquidation. The Class A common stock and Class B common stock do not have any other contractual participation rights. The holders of Class A common stock are entitled to three votes per share and the holders of Class B common stock are entitled to one-tenth of a vote per share. Each share of Class A common stock may be converted into one share of Class B common stock, at any time, at the option of the holder. Shares of Class A common stock are subject to certain limitations on transferability that do not apply to shares of Class B common stock.
IDT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Stock Repurchases
The Company has an existing stock repurchase program authorized by its Board of Directors for the repurchase of shares of the Company’s Class B common stock. The Board of Directors has authorized the repurchase of up to million shares in the aggregate. In fiscal 2022, the Company repurchased shares of Class B common stock for an aggregate purchase price of $13.4 million. In fiscal 2021, the Company repurchased shares of Class B common stock for an aggregate purchase price of $2.8 million. In fiscal 2020, the Company repurchased shares of Class B common stock for an aggregate purchase price of $4.2 million. At July 31, 2021,2022, million shares remained available for repurchase under the stock repurchase program.
In fiscal 2022, fiscal 2021, and fiscal 2020, the Company paid $9.0 million, $1.3 million, and $0.3 million, respectively, to repurchase ; ; and shares, respectively, of the Company’s Class B common stock that were tendered by employees of the Company to satisfy the employees’ tax withholding obligations in connection with the lapsing of restrictions on awardsvesting of deferred stock units (“DSUs”) and lapsing of restrictions on restricted stock. Such shares are repurchased by the Company based on their fair market value on the trading day immediately prior to the vesting date.
Stock-Based Compensation Plan
The 2015 Stock Option and Incentive Plan is intended to provide incentives to officers, employees, directors, and consultants of the Company, including stock options, stock appreciation rights, limited rights, deferred stock units,DSUs, and restricted stock. On December 15, 2021, the Company’s stockholders approved an amendment to the Company’s 2015 Stock Option and 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 shares. On December 12, 2019, the Company’s stockholders approved an amendment to the 2015 Stock Option and 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 million shares. At July 31, 2021,2022, the Company had million shares of Class B common stock reserved for awards made under the 2015 Stock Option and Incentive Plan and million shares were available for future grants.
| F-34 |
On September 14, 2021, the Company’s Board of Directors amended the Company’s 2015 Stock Option and 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 175,000IDT CORPORATION shares. The amendment is subject to approval by the Company’s stockholders at its annual meeting of stockholders on December 15, 2021.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Stock Options
Option awards are generally granted with an exercise price equal to the market price of the Company’s stock on the date of grant. . option awards were granted in fiscal 2022, fiscal 2021, or fiscal 2020. The fair value of stock options was estimated on the date of the grant using a Black-Scholes valuation model. Expected volatility is based on historical volatility of the Company’s Class B common stock and other factors. The Company uses historical data on exercise of stock options, post vesting forfeitures and other factors to estimate the expected term of the stock-based payments granted. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant.
Schedule of Stock Option Activity
| Number of Options (in thousands) | Weighted- Average Exercise Price | Weighted- Average Remaining Contractual Term (in years) | Aggregate Intrinsic Value (in thousands) | 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, 2020 | 1,126 | $ | 14.42 | |||||||||||||||||||||||||||||
| Outstanding at July 31, 2021 | 1,035 | $ | 14.89 | |||||||||||||||||||||||||||||
| Granted | — | — | — | — | ||||||||||||||||||||||||||||
| Exercised | (81 | ) | (8.48 | ) | (1,010 | ) | (14.92 | ) | ||||||||||||||||||||||||
| Cancelled / Forfeited | (10 | ) | (13.72 | ) | — | — | ||||||||||||||||||||||||||
| OUTSTANDING AT JULY 31, 2021 | 1,035 | $ | 14.89 | $ | ||||||||||||||||||||||||||||
| EXERCISABLE AT JULY 31, 2021 | 1,035 | $ | 14.89 | $ | 36,133 | |||||||||||||||||||||||||||
| OUTSTANDING AT JULY 31, 2022 | 25 | $ | 13.72 | $ | 308 | |||||||||||||||||||||||||||
| EXERCISABLE AT JULY 31, 2022 | 25 | $ | 13.72 | $ | 308 | |||||||||||||||||||||||||||
The outstanding and exercisable options at July 31, 2021 include options to purchase up to million shares of the Company’s Class B common stock that were granted to Howard S. Jonas on . The exercise price of these options is $ per share and the options expire on .
In fiscal 2022, fiscal 2021, and fiscal 2020, the Company received proceedscash from the exercise of stock options of $0.1 million, $0.7million, and $0.3million, respectively, for which the Company issued ; ; and shares, respectively, of its Class B common stock. The total intrinsic value of options exercised during fiscal 2022, fiscal 2021, and fiscal 2020 was $ million, $ million, and $, respectively. At July 31, 2021,2022, there was no unrecognized compensation cost related to non-vested stock options.
The stock options exercised in fiscal 2022 included the exercise in April 2022 by Howard S. Jonas of stock options for
million shares of the Company’s Class B common stock that were granted on
. The exercise price of these options was $
per share and the expiration date was . Mr. Jonas used shares of the Company’s Class B common stock with a value of $14.9 million to pay the aggregate exercise price of the options. In addition, Mr. Jonas tendered shares of the Company’s Class B common stock with a value of $3.9 million to satisfy a portion of his tax obligations in connection with his stock option exercises.
Restricted Stock
The fair value of restricted shares of the Company’s Class B common stock is determined based on the closing price of the Company’s Class B common stock on the grant date.
Schedule of Grants of Restricted Shares
| (in thousands) | Number of Non-vested Shares | Weighted- Average Grant- Date Fair Value | ||||||||||||||
| Non-vested shares at July 31, 2020 | 199 | $ | 4.41 | |||||||||||||
| Number of Non-vested Shares (in thousands) | Weighted- Average Grant- Date Fair Value | |||||||||||||||
| Non-vested restricted shares at July 31, 2021 | 195 | $ | 4.49 | |||||||||||||
| Granted | 17 | 12.70 | 6 | 39.65 | ||||||||||||
| Vested | (21 | ) | (10.47 | ) | (198 | ) | (5.19 | ) | ||||||||
| Forfeited | — | — | — | — | ||||||||||||
| NON-VESTED SHARES AT JULY 31, 2021 | 195 | $ | 4.49 | |||||||||||||
| NON-VESTED RESTRICTED SHARES AT JULY 31, 2022 | 3 | $ | 31.80 | |||||||||||||
| F-35 |
IDT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
At July 31, 2021,2022, there was $million of total unrecognized compensation cost related to non-vested stock-based compensation arrangements, which is expected to be recognized over a weighted-average period of years. The total grant date fair value of shares vested in fiscal 2022, fiscal 2021, and fiscal 2020 was $ million, $million, and $million, respectively.
Deferred Stock Units Equity Incentive Program
The Company hashad an existing equity incentive program in the form of DSUs that, upon vesting, will entitleentitled the grantees to receive shares of the Company’s Class B common stock. Subject to continued full time employment or other service to the Company,
On January 5, 2022, January 5, 2021, and January 6, 2020, in accordance with the program and based on elections made by certain grantees, the Company issued ; ; and shares, respectively, of its Class B common stock in respect of vested DSUs.
Effective as of September 21, 2020, the Company also granted DSUs that, upon vesting, entitled the grantee to receive shares of the Company’s Class B common stock. In September 2022 and September 2021, the Company issued and shares, respectively, of its Class B common stock in respect of vested DSUs. BasedThe remaining DSUs are eligible for vesting on those elections, on January 5, 2021 and January 6, 2020, vesting for and DSUs, respectively, was delayed until the next vesting date..
Schedule of Grants of Restricted Shares
| (in thousands) | Number of Non-vested DSUs | Weighted- Average Grant- Date Fair Value | ||||||||||||||
| Non-vested shares at July 31, 2020 | 315 | $ | 10.26 | |||||||||||||
Number of Non-vested DSUs | Weighted-Average Grant- Date Fair Value | |||||||||||||||
| Non-vested shares at July 31, 2021 | 154 | $ | 10.39 | |||||||||||||
| Granted | 1 | 11.19 | 4 | 6.96 | ||||||||||||
| Vested | (152 | ) | (10.07 | ) | (152 | ) | (10.34 | ) | ||||||||
| Forfeited | (10 | ) | (11.19 | ) | (3 | ) | (11.19 | ) | ||||||||
| NON-VESTED SHARES AT JULY 31, 2021 | 154 | $ | 10.39 | |||||||||||||
| NON-VESTED SHARES AT JULY 31, 2022 | 3 | $ | 6.96 | |||||||||||||
All of the non-vested DSUs outstanding at July 31, 2021 are eligible to vest (if the conditions therefor are satisfied) on January 5, 2022, the final vesting date under the program. At July 31, 2021,2022, there was $0$million of total unrecognized compensation cost related to non-vested DSUs, which is expected to be recognized over a weighted-average period of years. The total grant date fair value of DSUs vested in fiscal 2022, fiscal 2021, and fiscal 2020 was $ million, $million, and $million, respectively.
NRS Restricted Stock Grants
IDT CORPORATION
In February 2022, restricted shares of NRS’ Class B common stock representing % of its outstanding capital stock on a fully diluted basis were granted to certain employees of the Company for services provided. The Company recorded stock-based compensation expense and an increase in “Additional paid-in capital” of $ million for these grants, based on the estimated fair value on the grant date.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Effective as of June 30, 2022, restricted shares of NRS’ Class B common stock representing % of its outstanding capital stock on a fully diluted basis were granted to certain NRS employees. The restrictions on the shares will lapse in three installments on each of June 1, 2024, 2026, and 2027. The Company estimated that the fair value of the restricted shares on the grant date was $3.3 million, which will be recognized over the vesting period.
Grant of Restricted Equity in net2phone 2.0, Inc.
On December 31, 2020, the previously approveda compensatory arrangement with each of Howard S. Jonas and Shmuel Jonas, the Company’s Chief Executive Officer, was finalized. Howard S. Jonas and Shmuel Jonas each received restricted shares of net2phone 2.0, Inc. (“net2phone 2.0”)2.0’s Class B common stock, which representsrepresented an aggregate of % of thenet2phone 2.0’s issued and outstanding common stock of net2phone 2.0. net2phone 2.0 is a new entity that owns and operates the net2phone-UCaaS segment.at July 31, 2022. The restricted shares will vest if: (a) for any fiscal quarter of net2phone 2.0 between November 1, 2020 and October 31, 2023, net2phone 2.0 records subscription revenue that is at least $18 million, and (b) as of October 31, 2023, thenet2phone 2.0’s valuation of net2phone 2.0 is $100 million or more. The restricted shares will also vest in the event, prior to October 31, 2023, net2phone 2.0 or its assets are sold at an equity valuation and on a cash-free basis of $100 million or more, regardless of whether the revenue threshold was satisfied prior thereto. The restricted shares entitle each grantee to proceeds only on a sale, spin-off, initial public offering, or other monetization of net2phone 2.0 and have protection from dilution for the first $15 million invested in the net2phone 2.0 following the grant.grant. It is probable that these restricted shares will vest by October 31, 2023. The aggregate estimated fair value on the grant date was $0.2 million based on a Monte Carlo simulation of a range of possible future revenue amounts on risk-neutral basis, to which will bea net revenue multiple was applied to determine the future enterprise value. The aggregate estimated fair value is being recognized over the vesting period.
| F-36 |
IDT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Note 21—22—Accumulated Other Comprehensive Loss
The accumulated balances for each classification of other comprehensive income (loss) were as follows:
Schedule of Accumulated Balances for Each Classification of Other Comprehensive (Loss) IncomeLoss
| (in thousands) | Unrealized gain (loss) on available-for- sale securities | Foreign currency translation | Accumulated other comprehensive loss | Unrealized gain (loss) on available-for- sale securities | Foreign currency translation | Accumulated other comprehensive loss | ||||||||||||||||||
| Balance at July 31, 2019 | $ | — | $ | (4,858 | ) | $ | (4,858 | ) | $ | — | $ | (4,858 | ) | $ | (4,858 | ) | ||||||||
| Other comprehensive income (loss) attributable to IDT Corporation | 42 | (2,594 | ) | (2,552 | ) | 42 | (2,594 | ) | (2,552 | ) | ||||||||||||||
| Balance at July 31, 2020 | 42 | (7,452 | ) | (7,410 | ) | 42 | (7,452 | ) | (7,410 | ) | ||||||||||||||
| Balance at July 31, 2020 | 42 | (7,452 | ) | (7,410 | ) | |||||||||||||||||||
| Other comprehensive loss attributable to IDT Corporation | (51 | ) | (2,722 | ) | (2,773 | ) | (51 | ) | (2,722 | ) | (2,773 | ) | ||||||||||||
| BALANCE AT JULY 31, 2021 | $ | (9 | ) | $ | (10,174 | ) | $ | (10,183 | ) | |||||||||||||||
| Balance at July 31, 2021 | (9 | ) | (10,174 | ) | (10,183 | ) | ||||||||||||||||||
| Other comprehensive loss attributable to IDT Corporation | (537 | ) | (585 | ) | (1,122 | ) | ||||||||||||||||||
| BALANCE AT JULY 31, 2022 | $ | (546 | ) | $ | (10,759 | ) | $ | (11,305 | ) | |||||||||||||||
Note 22—23—Commitments and Contingencies
Coronavirus Disease (COVID-19)
The Company continues to monitor and respond to the impacts of the COVID-19 pandemic on all aspects of its business, including its customers, employees, suppliers, vendors, and business partners.
Operationally, the Company’s employees transitioned to work-from-home during the third quarter of fiscal 2020 and, to a large degree, continue to work-from-home. Beginning in the fourth quarter of fiscal 2021, certain of the Company’s employees returned to itswork in the Company’s offices on a part-timehybrid basis. The Company’s salespeople, customer service employees, technicians, and delivery employees continue to serve its independent retailers, channel partners, and customers with minimal interruption.
COVID-19 had mixed financial impacts on the Company beginning in the third quarter of fiscal 2020 and continuing through the fourth quarter of fiscal 2021.2022.
Legal Proceedings
On January 22, 2019, Jose Rosales filed a putative class action against IDT America, IDT Domestic Telecom and IDT International in California state court alleging certain violations of employment law. Plaintiff alleges that these companies failed to compensate members of the putative class in accordance with California law. In August 2019, the Company filed a cross complaint against Rosales alleging trade secret and other violations. The parties are now seekingOn February 2, 2022, the court approval ofapproved a settlement agreement.agreement between the parties. The settlement did not have a material effect on the Company’s results of operations, cash flows or financial condition.
On April 24, 2018, Sprint Communications Company L.P. filed a patent infringement claim against the Company and certain of its affiliates in the U.S. District Court for the District of Delaware alleging infringement of U.S. Patent Nos. 6,298,064; 6,330,224; 6,343,084; 6,452,932; 6,463,052; 6,473,429; 6,563,918; 6,633,561; 6,697,340; 6,999,463; 7,286,561; 7,324,534; 7,327,728; 7,505,454; and 7,693,131. Plaintiff was seeking damages and injunctive relief. On June 28, 2018, Sprint dismissed the complaint without prejudice. The Company is evaluating the underlying claim, and at this stage, is unable to estimate its potential liability, if any. The Company intends to vigorously defend any claim of infringement of the listed patents.
IDT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
On July 5, 2017, plaintiff JDS1, LLC, on behalf of itself and all other similarly situated stockholders of Straight Path, and derivatively on behalf of Straight Path as nominal defendant, filed a putative class action and derivative complaint in the Court of Chancery of the State of Delaware against the Company, The Patrick Henry Trust (a trust formed by Howard S. Jonas that held record and beneficial ownership of certain shares of Straight Path he formerly held), Howard S. Jonas, and each of Straight Path’s directors. The complaint alleges that the Company aided and abetted Straight Path Chairman of the Board and Chief Executive Officer Davidi Jonas, and Howard S. Jonas in his capacity as controlling stockholder of Straight Path, in breaching their fiduciary duties to Straight Path in connection with the settlement of claims between Straight Path and the Company related to potential indemnification claims concerning Straight Path’s obligations under the Consent Decree it entered into with the Federal Communications Commission (“FCC”), as well as the sale of Straight Path’s subsidiary Straight Path IP Group, Inc. to the Company in connection with that settlement. That action was consolidated with a similar action that was initiated by The Arbitrage Fund. The Plaintiffs are seeking, among other things, (i) a declaration that the action may be maintained as a class action or in the alternative, that demand on the Straight Path Board is excused; (ii) that the term sheet is invalid; (iii) awarding damages for the unfair price stockholders received in the merger between Straight Path and Verizon Communications Inc. for their shares of Straight Path’s Class B common stock; and (iv) ordering Howard S. Jonas, Davidi Jonas, and the Company to disgorge any profits for the benefit of the class Plaintiffs. On August 28, 2017, the Plaintiffs filed an amended complaint. On September 24, 2017, the Company filed a motion to dismiss the amended complaint, which was ultimately denied, and which denial was affirmed by the Delaware Supreme Court. On February 17, 2022, the court denied the Company’s motion for summary judgment. On March 10, 2022, JDS1, LLC withdrew its application to serve as class representative and lead plaintiff. On May 16, 2022, the court denied The parties are engaged in discovery.Arbitrage Fund’s motion to serve as class representative and lead plaintiff, and approved intervenor Ardell Howard’s motion to serve as class representative. The trial commenced on August 29, 2022 for a period of five days. The trial is currently scheduled for Mayto continue and conclude in December 2022. The Company intends tois vigorously defenddefending this matter (see Note 14). At this stage, the Company is unable to estimate its potential liability, if any.
| F-37 |
IDT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
In addition to the foregoing, the Company is subject to other legal proceedings that have arisen in the ordinary course of business and have not been finally adjudicated. Although there can be no assurance in this regard, the Company believes that none of the other legal proceedings to which the Company is a party will have a material adverse effect on the Company’s results of operations, cash flows, or financial condition.
Sales Tax Contingency
On June 21, 2018, the United States Supreme Court rendered a decision in South Dakota v. Wayfair, Inc., holding that a state may require a remote seller with no physical presence in the state to collect and remit sales tax on goods and services provided to purchasers in the state, overturning certain existing court precedent. The Company has evaluated its state tax filings with respect to the Wayfair decision and is in the process of reviewing its remittance practices. It is possible that one or more jurisdictions may assert that the Company has liability for periods for which it has not collected sales, use or other similar taxes, and if such an assertion or assertions were successful it could materially and adversely affect the Company’s business, financial position, and operating results. One or more jurisdictions may change their laws or policies to apply their sales, use or other similar taxes to the Company’s operations, and if such changes were made it could materially and adversely affect the Company’s business, financial position, and operating results.
Regulatory Fees Audit
The Company’s 2017 FCC Form 499-A, which reports its calendar year 2016 revenue, is currently under audit by the Universal Service Administrative Company (“USAC”). The Internal Audit Division of USAC issued preliminary audit findings and the Company has, in accordance with audit procedures, appealed certain of the findings. The Company awaits a final decision by USAC on the preliminary audit findings. Depending on the findings contained in the final decision, the Company may further appeal to the FCC. Although a final decision remains pending, the Company has been invoiced $2.9million and $1.8million on behalf of the Federal Telecommunications Relay Services Fund and on behalf of the Universal Service Fund, respectively. The Company does not intend to remit payment for these fees unless and until a negative decision on its appeal has been issued. In response to the aforementioned preliminary audit findings, the Company made certain changes to its filing policies and procedures for years that remain potentially under audit. At July 31, 20212022 and 2020,2021, the Company’s accrued expenses included $38.3 33.2million and $40.8 38.3million, respectively, for FCC-related regulatory fees for the year covered by the audit, as well as prior and subsequent years.
Purchase Commitments
At July 31, 2021,2022, the Company had purchase commitments of $3.7 4.7million primarily for equipment and services.
Performance Bonds
The Company has performance bonds issued through third parties for the benefit of various states in order to comply with the states’ financial requirements for money remittance licenses and telecommunications resellers. At July 31, 2021,2022, the Company had aggregate performance bonds of $19.622.0 million outstanding.
IDT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
FCC Investigation of Straight Path Spectrum LLC
On September 20, 2016, the Company received a letter of inquiry from the Enforcement Bureau of the FCC requesting certain information and materials related to an investigation of potential violations by Straight Path Spectrum LLC (formerly a subsidiary of the Company and Straight Path) in connection with licenses to operate on the 28 GHz and 39 GHz bands of the Fixed Microwave Services. The Company has cooperated with the FCC in this matter and has responded tomatter. On August 24, 2022, the letterEnforcement Bureau of inquiry. If the FCC were to pursue separate action againstFCC’s Spectrum Enforcement Division informed the Company that the FCC could seekBureau had completed its review of the record regarding the renewal of spectrum licenses included in the Company’s spin-off of Straight Path and, at this time, does not plan to fine or impose regulatory penalties or civil liability ontake further action in the Company related to activities during the period of ownership by the Company.matter.
| F-38 |
IDT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Note 23—24—Related Party Transactions
Rafael Holdings, Inc.
In connection with the spin-off of Rafael in March 2018, the Company and Rafael entered into a Transition Services Agreement pursuant to which certain administrative and other services are provided by the Company and Rafael. The Company charged Rafael $0.3 million, $0.3million, and $0.4million in fiscal 2022, fiscal 2021, and fiscal 2020, respectively, for services provided, net of the amounts charged by Rafael to the Company. At July 31, 20212022 and 2020,2021, other current assets reported in the Company’s consolidated balance sheets included net receivable from Rafael of $0.20.1 millionand $50,0000.2, million, respectively.
See Note 4 for the Company’s lease commitmentsarrangements with Rafael.
Straight Path Communications Inc.
On July 5, 2017, certain Straight Path stockholders filed a putative class action and derivative complaint against the Company and others (see Note 22). On September 20, 2016, the Company received a letter of inquiry from the Enforcement Bureau of the FCC requesting certain information and materials related to an investigation of potential violations by Straight Path Spectrum LLC (formerly a subsidiary of the Company and Straight Path) in connection with licenses to operate on the 28 GHz and 39 GHz bands of the Fixed Microwave Services (see Note 22).
Genie Energy Ltd.
The Company entered into a Transition Services Agreement with Genie Energy Ltd. (“Genie”) prior to the spin-off of Genie in October 2011, which provides for certain services to be performed by the Company and Genie. The Company charged Genie $1.3 million, $1.3million, and $1.1million in fiscal 2022, fiscal 2021, and fiscal 2020, respectively, for services provided and other items, net of the amounts charged by Genie to the Company. At both July 31, 20212022 and 2020,2021, other current assets reported in the Company’s consolidated balance sheets included receivables from Genie of $0.4 million and $0.2 million.million, respectively.
Other Related Party Transactions
The Company provides office space, certain connectivity and other services to Jonas Media Group, a publishing firm owned by Howard S. Jonas. Billings for such services were $2,000; $9,000; and $15,000in fiscal 2022, fiscal 2021, and fiscal 2020, respectively. The balance owed to the Company by Jonas Media Group was $26,000 2,000and $30,000 26,000as of July 31, 20212022 and 2020,2021, respectively. In September 2020, the Company reduced its fiscal 2021 billings by $7,000. The adjusted amount owed to the Company by Jonas Media Group was $19,000.
Mason and Company Consulting, LLC (“Mason and Co.”), a company owned solely by Jonathan Mason, receives annual commissions and fees for the insurance brokerage referral and placement of certain of the Company’s insurance policies. Jonathan Mason is the husband of Joyce J. Mason, the Company’s General Counsel, and brother-in-law of Howard S. Jonas. Based on information the Company received from Jonathan Mason, the Company believes that Mason and Co. received commissions and fees from payments made by the Company in the aggregate amount of $76,000 in fiscal 2022, $63,000 in fiscal 2021, and $63,000 in fiscal 2020. Neither Howard S. Jonas nor Joyce Mason has any ownership or other interest in Mason and Co., or the commissions paid to Mason and Co., other than via the familial relationships with Jonathan Mason.
IDT DT leases space in a building in the Bronx, New York. The building is owned by a limited liability company that is jointly owned by Howard S. Jonas and Shmuel Jonas. The lease, which became effective November 1, 2012, had a one-year term with a one-year renewal option. Since the expiration of this lease and until May 31, 2020, the parties continued IDT DT’s occupancy of the space on the same terms. Aggregate annual rent under the lease was $60,900. On June 1, 2020, IDT DT released the space and moved into smaller space at an annual rent of $18,600.
IDT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The Company had loans receivable outstanding from employees aggregating $0.20.5 million and $0.2 million at July 31, 20212022 and 2020,2021, respectively, which are included in “Other current assets” in the accompanying consolidated balance sheets.
The Company maintains a 401(k) Plan available to all employees meeting certain eligibility criteria. The plan permits participants to contribute up to the maximum amount allowed by law. The plan provides for discretionary matching contributions that vest over the first five yearsof employment. The plan permits the discretionary matching contributions to be granted as of December 31 of each year. All contributions made by participants vest immediately into the participant’s account. On May 27, 2021, the Company contributed newly issued shares of its Class B common stock to the Company’s 401(k) Plan for $1.0million of matching contributions. In fiscal 2022, fiscal 2021, and fiscal 2020, the Company’s expense related to the plan was $1.0 million, $0.8million, and $1.0 million, respectively. The Company’s Class A common stock and Class B common stock are not investment options for the plan’s participants.
Note 25—Subsequent Event
On September 29, 2021, NRS sold shares of its Class B common stock, which represents 2.5% of its outstanding capital stock on a fully diluted basis, to Alta Fox Opportunities Fund LP (“Alta Fox”) for cash of $10 million. Alta Fox has the right to request redemption of all or any portion of the NRS common shares that it purchased at the per share purchase price during a period of 182 days following the fifth anniversary of this transaction. The redemption right shall terminate upon the consummation of (i) a sale of NRS or its assets for cash or securities that are listed on a national securities exchange, (ii) a public offering of NRS’ securities, or (iii) a distribution of NRS’ capital stock following which NRS’ common shares are listed on a national securities exchange.
| F-39 |