UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

☒ ~~QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~

FOR THE QUARTERLY PERIOD ENDED JANUARY 31, ~~2018~~2022

☐ ~~TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 1-16371

IDT CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Delaware		22-3415036
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

520 Broad Street, Newark, New Jersey		07102
(Address of principal executive offices)		(Zip Code)

~~(973) 438-1000~~

(973)438-1000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Name of each exchange on which registered
Class B common stock, par value $.01 per share		New York Stock Exchange

Trading symbol: IDT

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐ ~~(Do not check if a smaller reporting company)~~	Smaller reporting company	☐
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.): Yes ☐ No ☒

As of March ~~8, 2018,~~9, 2022, the registrant had the following shares outstanding:


Class A common stock, $.01 par value:		1,574,326 shares outstanding (excluding 1,698,000 treasury shares)
Class B common stock, $.01 par value:		~~23,279,953~~ 24,330,161 shares outstanding (excluding ~~2,302,095~~2,392,072 treasury shares)

IDT CORPORATION

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION		13

Item 1.	Financial Statements (Unaudited)	13

	Consolidated Balance Sheets	13

	Consolidated Statements of ~~Operations~~Income	24

	Consolidated Statements of Comprehensive Income ~~(Loss)~~	35

	Consolidated Statements of Equity	6

	Consolidated Statements of Cash Flows	48

	Notes to Consolidated Financial Statements	59

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1924

Item 3.	Quantitative and Qualitative Disclosures About Market Risks	3134

Item 4.	Controls and Procedures	3134

PART II. OTHER INFORMATION		3235

Item 1.	Legal Proceedings	3235

Item 1A.	Risk Factors	3235

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3236

Item 3.	Defaults Upon Senior Securities	3236

Item 4.	Mine Safety Disclosures	3236

Item 5.	Other Information	36

Item 6.	Exhibits	36

SIGNATURES		37


~~Item 5.~~	~~Other Information~~	32

~~Item 6.~~	~~Exhibits~~	33

~~SIGNATURES~~		34

PART I. FINANCIAL INFORMATION

~~Item 1.~~

~~Financial Statements (Unaudited)~~

Item 1. Financial Statements (Unaudited)

IDT CORPORATION

CONSOLIDATED BALANCE SHEETS

	January 31, 2018			July 31, 2017			January 31, 2022			July 31, 2021
	(Unaudited)			(Note 1)			(Unaudited)			(Note 1)
	(in thousands)						(in thousands)
Assets
Current assets:
Cash and cash equivalents	$	54,055		$	90,344		$	104,268		$	107,147
Marketable securities		46,202			58,272
Trade accounts receivable, net of allowance for doubtful accounts of $2,642 at January 31, 2018 and $2,657 at July 31, 2017		71,652			64,979
Restricted cash and cash equivalents								116,284			119,769
Debt securities								15,490			14,012
Equity investments								28,494			42,434
Trade accounts receivable, net of allowance for doubtful accounts of $4,896 at January 31, 2022 and $4,438 at July 31, 2021								53,247			46,644
Disbursement prefunding								29,226			27,656
Prepaid expenses		15,915			14,506			17,408			13,694
Other current assets		30,733			18,749			22,582			16,779
Assets held for sale		138,700			124,267

Total current assets		357,257			371,117			386,999			388,135
Property, plant and equipment, net		88,621			88,994
Property, plant, and equipment, net								31,639			30,829
Goodwill		11,447			11,326			15,081			14,897
Investments		24,350			26,894
Other intangibles, net								6,940			7,578
Equity investments								8,355			11,654
Operating lease right-of-use assets								7,100			7,671
Deferred income tax assets, net		8,653			11,841			39,539			41,502
Other assets		8,616			3,657			10,241			10,389
Assets held for sale		5,285			5,134

Total assets	$	504,229		$	518,963		$	505,894		$	512,655

Liabilities and equity
Current liabilities:
Trade accounts payable	$	37,071		$	40,989		$	23,800		$	24,502
Accrued expenses		113,154			125,359			122,372			129,085
Deferred revenue		71,789			76,451			40,592			42,293
Customer deposits								109,862			115,524
Other current liabilities		4,683			4,659			30,744			27,930
Liabilities held for sale		129,423			115,318

Total current liabilities		356,120			362,776			327,370			339,334
Operating lease liabilities								5,014			5,473
Other liabilities		1,107			1,080			467			1,234
Liabilities held for sale		642			550

Total liabilities		357,869			364,406			332,851			346,041
Commitments and contingencies
Redeemable noncontrolling interest								10,063			—
Equity:
IDT Corporation stockholders’ equity:
Preferred stock, $.01 par value; authorized shares—10,000; no shares issued		—			—
Class A common stock, $.01 par value; authorized shares—35,000; 3,272 shares issued and 1,574 shares outstanding at January 31, 2018 and July 31, 2017		33			33
Class B common stock, $.01 par value; authorized shares—200,000; 25,582 and 25,561 shares issued and 23,280 and 23,264 shares outstanding at January 31, 2018 and July 31, 2017, respectively		256			256
Preferred stock, $.01 par value; authorized shares—10,000; 0 shares issued								—			—
Class A common stock, $.01 par value; authorized shares—35,000; 3,272 shares issued and 1,574 shares outstanding at January 31, 2022 and July 31, 2021								33			33
Class B common stock, $.01 par value; authorized shares—200,000; 26,684 and 26,379 shares issued and 24,292 and 24,187 shares outstanding at January 31, 2022 and July 31, 2021, respectively								267			264
Common stock, value								267			264
Additional paid-in capital		396,259			394,462			278,613			278,021
Treasury stock, at cost, consisting of 1,698 and 1,698 shares of Class A common stock and 2,302 and 2,297 shares of Class B common stock at January 31, 2018 and July 31, 2017, respectively		(83,365	)		(83,304	)
Treasury stock, at cost, consisting of 1,698 and 1,698 shares of Class A common stock and 2,392 and 2,192 shares of Class B common stock at January 31, 2022 and July 31, 2021, respectively								(69,387	)		(60,413	)
Accumulated other comprehensive loss		(2,531	)		(2,343	)		(11,088	)		(10,183	)
Accumulated deficit		(173,386	)		(163,370	)		(37,843	)		(42,858	)
Total IDT Corporation stockholders’ equity		137,266			145,734			160,595			164,864
Noncontrolling interests		9,094			8,823			2,385			1,750
Total equity		146,360			154,557			162,980			166,614
Total liabilities and equity	$	504,229		$	518,963		$	505,894		$	512,655

See accompanying notes to consolidated financial statements.

IDT CORPORATION

CONSOLIDATED STATEMENTS OF ~~OPERATIONS~~
INCOME

(Unaudited)

													2022			2021			2022			2021
	Three Months Ended January 31,						Six Months Ended January 31,						Three Months Ended January 31,						Six Months Ended January 31,
		2018		2017				2018		2017			2022			2021			2022			2021
	(in thousands, except per share data)												(in thousands, except per share data)

Revenues	$	395,883		$	367,556		$	789,438		$	736,707		$	337,058		$	339,766		$	707,141		$	683,191
Costs and expenses:
Direct cost of revenues (exclusive of depreciation and amortization)		337,229			310,913			673,738			623,941			257,325			269,145			548,950			542,319
Selling, general and administrative (i)		52,358			47,325			102,429			92,763			61,070			54,298			121,177			106,442
Depreciation and amortization		5,735			5,301			11,408			10,601			4,378			4,464			8,825			8,956
Severance		195			—			635			—			29			143			67			255

Total costs and expenses		395,517			363,539			788,210			727,305			322,802			328,050			679,019			657,972
Other operating expense		(846	)		(889	)		(1,625	)		(1,088	)
(Loss) income from operations		(480	)		3,128			(397	)		8,314
Other operating (expense) gain, net (see Note 10)														(442	)		1,207			(530	)		955

Income from operations														13,814			12,923			27,592			26,174
Interest income, net		286			309			648			609			119			139			132			98
Other income (expense), net		370			(419	)		(456	)		1,974
Income (loss) before income taxes		176			3,018			(205	)		10,897
Benefit from (provision for) income taxes		1,514			(1,761	)		99			12,655
Net income (loss)		1,690			1,257			(106	)		23,552
Net income attributable to noncontrolling interests		(174	)		(382	)		(470	)		(758	)
Net income (loss) attributable to IDT Corporation	$	1,516		$	875		$	(576	)	$	22,794
Other (expense) income, net														(2,949	)		3,170			(19,165	)		1,792

Earnings (loss) per share attributable to IDT Corporation common stockholders:
Basic	$	0.06		$	0.04		$	(0.02	)	$	1.00
Diluted	$	0.06		$	0.04		$	(0.02	)	$	0.99
Weighted-average number of shares used in calculation of earnings (loss) per share:
Income before income taxes														10,984			16,232			8,559			28,064
Provision for income taxes														(2,734	)		(3,027	)		(2,648	)		(6,444	)

Net income														8,250			13,205			5,911			21,620
Net (income) attributable to noncontrolling interests														(763	)		(97	)		(896	)		(224	)

Net income attributable to IDT Corporation													$	7,487		$	13,108		$	5,015		$	21,396

Earnings per share attributable to IDT Corporation common stockholders:
Basic		24,643			22,768			24,635			22,740		$	0.29		$	0.52		$	0.20		$	0.84
Diluted		24,724			22,963			24,635			22,931		$	0.28		$	0.51		$	0.19		$	0.83

Dividends declared per common share	$	0.19		$	0.19		$	0.38		$	0.38
Weighted-average number of shares used in calculation of earnings per share:
Basic														25,652			25,362			25,609			25,448
Diluted														26,542			25,713			26,580			25,787

(i) Stock-based compensation included in selling, general and administrative expenses	$	987		$	1,426		$	1,797		$	2,128		$	310		$	434		$	595		$	940

See accompanying notes to consolidated financial statements.

IDT CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME ~~(LOSS)~~

(Unaudited)

~~(Unaudited)~~

Three Months Ended
January 31,

Six Months Ended
January 31,

2018

2017

2018

2017

(in thousands)
Net income (loss) $ 1,690 $ 1,257 $ (106 ) $ 23,552
Other comprehensive income (loss):
Change in unrealized loss on available-for-sale securities (120 ) (40 ) (150 ) (63 )
Foreign currency translation adjustments 330 459 (38 ) (2,403 )
Other comprehensive income (loss) 210 419 (188 ) (2,466 )
Comprehensive income (loss) 1,900 1,676 (294 ) 21,086
Comprehensive income attributable to noncontrolling interests (174 ) (382 ) (470 ) (758 )
Comprehensive income (loss) attributable to IDT Corporation $ 1,726 $ 1,294 $ (764 ) $ 20,328

	2022			2021			2022			2021
	Three Months Ended January 31,						Six Months Ended January 31,
	2022			2021			2022			2021
	(in thousands)
Net income	$	8,250		$	13,205		$	5,911		$	21,620
Other comprehensive (loss) income:
Change in unrealized loss on available-for-sale securities		(212	)		46			(323	)		17
Foreign currency translation adjustments		(1,650	)		(1,815	)		(582	)		(1,564	)

Other comprehensive loss		(1,862	)		(1,769	)		(905	)		(1,547	)
Comprehensive income		6,388			11,436			5,006			20,073
Comprehensive (income) attributable to noncontrolling interests		(763	)		(97	)		(896	)		(224	)

Comprehensive income attributable to IDT Corporation	$	5,625		$	11,339		$	4,110		$	19,849

See accompanying notes to consolidated financial statements.

IDT CORPORATION

CONSOLIDATED STATEMENTS OF EQUITY

(Unaudited)


	Three Months Ended January 31, 2022 (in thousands)
	IDT Corporation Stockholders
	Class A Common Stock		Class B Common Stock		Additional Paid-In Capital		Treasury Stock			Accumulated Other Comprehensive Loss			Accumulated Deficit			Noncontrolling Interests			Total Equity
BALANCE AT OCTOBER 31, 2021	$	33	$	264	$	278,306	$	(60,439	)	$	(9,226	)	$	(45,330	)	$	1,690		$	165,298
Exercise of stock options
Repurchases of Class B common stock through repurchase program
Restricted Class B common stock purchased from employees		—		—		—		(8,948	)		—			—			—			(8,948	)
Grant of restricted equity in subsidiary
Business acquisition
Stock-based compensation		—		3		307		—			—			—			—			310
Distributions to noncontrolling interests		—		—		—		—			—			—			(15	)		(15	)
Other comprehensive loss		—		—		—		—			(1,862	)		—			—			(1,862	)
Net income		—		—		—		—			—			7,487			710			8,197
BALANCE AT JANUARY 31, 2022	$	33	$	267	$	278,613	$	(69,387	)	$	(11,088	)	$	(37,843	)	$	2,385		$	162,980

	Six Months Ended January 31, 2022 (in thousands)
	IDT Corporation Stockholders
	Class A Common Stock		Class B Common Stock		Additional Paid-In Capital		Treasury Stock			Accumulated Other Comprehensive Loss			Accumulated Deficit			Noncontrolling Interests			Total Equity
BALANCE AT JULY 31, 2021	$	33	$	264	$	278,021	$	(60,413	)	$	(10,183	)	$	(42,858	)	$	1,750		$	166,614
Restricted Class B common stock purchased from employees		—		—		—		(8,974	)		—			—			—			(8,974	)
Stock-based compensation		—		3		592		—			—			—			—			595
Distributions to noncontrolling interests		—		—		—		—			—			—			(198	)		(198	)
Other comprehensive loss		—		—		—		—			(905	)		—			—			(905	)
Net income		—		—		—		—			—			5,015			833			5,848
BALANCE AT JANUARY 31, 2022	$	33	$	267	$	278,613	$	(69,387	)	$	(11,088	)	$	(37,843	)	$	2,385		$	162,980

IDT CORPORATION

CONSOLIDATED STATEMENTS OF ~~CASH FLOWS~~EQUITY (Unaudited)—Continued

Six Months Ended
January 31,

2018

2017

(in thousands)
Operating activities
Net (loss) income $ (106 ) $ 23,552
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Depreciation and amortization 11,408 10,601
Deferred income taxes 3,212 (12,868 )
Provision for doubtful accounts receivable 696 126
Realized loss (gain) on marketable securities 9 (305 )
Interest in the equity of investments (77 ) (295 )
Stock-based compensation 1,797 2,128
Change in assets and liabilities:
Restricted cash and cash equivalents (3,663 ) 4,098
Trade accounts receivable (4,568 ) (8,189 )
Prepaid expenses, other current assets and other assets (15,109 ) (1,432 )
Trade accounts payable, accrued expenses, other current liabilities and other liabilities (20,344 ) (15,010 )
Customer deposits 4,481 (1,177 )
Deferred revenue (4,710 ) (2,043 )
Net cash used in operating activities (26,974 ) (814 )
Investing activities
Capital expenditures (10,931 ) (10,543 )
Proceeds from sale of interest in Straight Path IP Group Holding, Inc. 6,000 —
Purchase of IP Interest from Straight Path Communications Inc. (6,000 ) —
Payment for acquisition, net of cash acquired — (1,827 )
Cash used for investments — (8,304 )
Purchases of marketable securities (19,797 ) (17,209 )
Proceeds from maturities and sales of marketable securities 31,610 16,848
Net cash provided by (used in) investing activities 882 (21,035 )
Financing activities
Dividends paid (9,440 ) (8,765 )
Distributions to noncontrolling interests (717 ) (817 )
Proceeds from borrowings under revolving credit facility 19,080 —
Repayments of borrowings under revolving credit facility (19,080 ) —
Proceeds from exercise of stock options — 835
Proceeds from sale of member interests in CS Pharma Holdings, LLC. — 1,250
Repurchases of Class B common stock (61 ) (1,838 )
Net cash used in financing activities (10,218 ) (9,335 )
Effect of exchange rate changes on cash and cash equivalents 592 (829 )
Net decrease in cash and cash equivalents (35,718 ) (32,013 )
Cash and cash equivalents at beginning of period, including $5,716 held for sale at July 31, 2017 96,060 109,537
Cash and cash equivalents at end of period, including $6,287 held for sale at January 31, 2018 $ 60,342 $ 77,524
Supplemental schedule of non-cash investing and financing activities
Reclassification of liability for member interests in CS Pharma Holdings, LLC $ — $ 8,750


	Three Months Ended January 31, 2021 (in thousands)
	IDT Corporation Stockholders
	Class A Common Stock		Class B Common Stock		Additional Paid-In Capital			Treasury Stock			Accumulated Other Comprehensive Loss			Accumulated Deficit			Noncontrolling Interests			Total Equity
BALANCE AT OCTOBER 31, 2020	$	33	$	260	$	278,134		$	(59,077	)	$	(7,188	)	$	(131,045	)	$	(3,534	)	$	77,583
Exercise of stock options		—		—		501			—			—			—			—			501
Restricted Class B common stock purchased from employees		—		—		—			(1,336	)		—			—			—			(1,336	)
Grant of restricted equity in subsidiary		—		—		(2,195	)		—			—			—			2,195			—
Business acquisition		—		—		—			—			—			—			2,188			2,188
Stock-based compensation		—		3		431			—			—			—			—			434
Distributions to noncontrolling interests		—		—		—			—			—			—			(390	)		(390	)
Other comprehensive loss		—		—		—			—			(1,769	)		—			—			(1,769	)
Net income		—		—		—			—			—			13,108			97			13,205
BALANCE AT JANUARY 31, 2021	$	33	$	263	$	276,871		$	(60,413	)	$	(8,957	)	$	(117,937	)	$	556		$	90,416

	Six Months Ended January 31, 2021 (in thousands)
	IDT Corporation Stockholders
	Class A Common Stock		Class B Common Stock		Additional Paid-In Capital			Treasury Stock			Accumulated Other Comprehensive Loss			Accumulated Deficit			Noncontrolling Interests			Total Equity
BALANCE AT JULY 31, 2020	$	33	$	260	$	277,443		$	(56,221	)	$	(7,410	)	$	(139,333	)	$	(3,633	)	$	71,139
BALANCE	$	33	$	260	$	277,443		$	(56,221	)	$	(7,410	)	$	(139,333	)	$	(3,633	)	$	71,139
Exercise of stock options		—		—		686			—			—			—			—			686
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	)
Grant of restricted equity in subsidiary		—		—		(2,195	)		—			—			—			2,195			—
Business acquisition		—		—		—			—			—			—			2,188			2,188
Stock-based compensation		—		3		937			—			—			—			—			940
Distributions to noncontrolling interests		—		—		—			—			—			—			(418	)		(418	)
Other comprehensive loss		—		—		—			—			(1,547	)		—			—			(1,547	)
Net income		—		—		—			—			—			21,396			224			21,620
BALANCE AT JANUARY 31, 2021	$	33	$	263	$	276,871		$	(60,413	)	$	(8,957	)	$	(117,937	)	$	556		$	90,416
BALANCE	$	33	$	263	$	276,871		$	(60,413	)	$	(8,957	)	$	(117,937	)	$	556		$	90,416

See accompanying notes to consolidated financial statements.

IDT CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

	2022			2021
	Six Months Ended January 31,
	2022			2021
	(in thousands)
Operating activities
Net income	$	5,911		$	21,620
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		8,825			8,956
Deferred income taxes		1,683			5,881
Provision for doubtful accounts receivable		1,289			1,069
Net unrealized loss (gain) from marketable securities		16,242			(286	)
Stock-based compensation		595			940
Other		2,850			269
Change in assets and liabilities:
Trade accounts receivable		(8,045	)		(7,330	)
Disbursement prefunding, prepaid expenses, other current assets, and other assets		(8,551	)		4,965
Trade accounts payable, accrued expenses, other current liabilities, and other liabilities		(6,313	)		1,631
Customer deposits at IDT Financial Services Limited (Gibraltar-based bank)		(1,862	)		(11,136	)
Deferred revenue		(960	)		(968	)

Net cash provided by operating activities		11,664			25,611
Investing activities
Capital expenditures		(8,991	)		(8,825	)
Purchase of convertible preferred stock in equity method investment		(1,051	)		—
Payments for acquisitions, net of cash acquired		(100	)		(2,388	)
Purchase of Rafael Holdings, Inc. Class B common stock and warrant		—			(5,000	)
Purchases of debt securities and equity investments		(10,825	)		(34,436	)
Proceeds from maturities and sales of debt securities and redemptions of equity investments		6,068			11,575

Net cash used in investing activities		(14,899	)		(39,074	)
Financing activities
Distributions to noncontrolling interests		(198	)		(418	)
Proceeds from other liabilities		2,301			—
Repayment of other liabilities.		(1,291	)		(56	)
Proceeds from borrowings under revolving credit facility		2,488			—
Repayment of borrowings under revolving credit facility		(2,488	)		—
Proceeds from sale of redeemable equity in subsidiary		10,000			—
Proceeds from exercise of stock options		—			686
Repurchases of Class B common stock		(8,974	)		(4,192	)

Net cash provided by (used in) financing activities		1,838			(3,980	)
Effect of exchange rate changes on cash, cash equivalents, and restricted cash and cash equivalents		(4,967	)		5,560
Net decrease in cash, cash equivalents, and restricted cash and cash equivalents		(6,364	)		(11,883	)
Cash, cash equivalents, and restricted cash and cash equivalents at beginning of period		226,916			201,222
Cash, cash equivalents, and restricted cash and cash equivalents at end of period	$	220,552		$	189,339

Supplemental schedule of non-cash investing and financing activities
Liabilities incurred for acquisition	$	—		$	393

See accompanying notes to consolidated financial statements.

IDT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
~~(Unaudited)~~

(Unaudited)

Note 1—Basis of Presentation

The accompanying unaudited consolidated financial statements of IDT Corporation and its subsidiaries (the “Company” or “IDT”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and ~~footnotes~~notes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and six months ended January 31, ~~2018~~2022 are not necessarily indicative of the results that may be expected for the fiscal year ending July 31, ~~2018.~~2022. The balance sheet at July 31, ~~2017~~2021 has been derived from the Company’s audited financial statements at that date but does not include all of the information and ~~footnotes~~notes required by U.S. GAAP for complete financial statements. For further information, please refer to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended July 31, ~~2017,~~2021, as filed with the U.S. Securities and Exchange Commission ~~(“SEC”~~(the “SEC”).

The Company’s fiscal year ends on July 31 of each calendar year. Each reference below to a fiscal year refers to the fiscal year ending in the calendar year indicated (e.g., fiscal ~~2018~~2022 refers to the fiscal year ending July 31, ~~2018)~~2022).

Note 2— ~~IDT Financial Services Holding Limited Assets~~Business Segment Information

The Company has 3 reportable business segments, Fintech, net2phone-Unified Communications as a Service (“UCaaS”), and ~~Liabilities Held for Sale~~

~~On June 22, 2017,~~Traditional 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 ~~wholly-owned subsidiary IDT Telecom, Inc.~~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.

The Fintech segment is comprised of National Retail Solutions (“IDT Telecom”) entered into a Share Purchase Agreement with JAR Fintech Limited (“JAR Fintech”) and JAR Capital Limited to sell the capital stock of IDT Financial Services Holding Limited, a company incorporated under the laws of Gibraltar and a wholly-owned subsidiary of IDT Telecom (“IDTFS Holding”NRS”), an operator of a nationwide point of sale (“POS”) network providing payment processing, digital advertising, transaction data, and ancillary services, and BOSS Revolution Money Transfer, a provider of international money remittance and related value/payment transfer services.

The net2phone-UCaaS segment is comprised of net2phone’s cloud communications offerings.

The Traditional Communications segment includes Mobile Top-Up, which enables customers to ~~JAR Fintech. IDTFS Holding is~~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 ~~sole shareholder~~United States and Canada, and Carrier Services, a wholesale provider of ~~IDT Financial Services Limited (“IDTFS”), a Gibraltar-based bank~~international voice and ~~e-money issuer, providing prepaid card~~SMS termination and outsourced traffic management solutions ~~across the European Economic Area. The Share Purchase Agreement provides for an aggregate purchase price~~to telecoms worldwide. Traditional Communications also includes other smaller businesses, many in harvest mode.

Corporate costs 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.

Operating results for the ~~outstanding equity interests~~business segments of ~~IDTFS Holding~~the Company were as follows:

Schedule of ~~approximately $4.1 million plus an amount equal~~Operating Results of Business Segments

(in thousands)	Fintech			net2phone-UCaaS			Traditional Communications			Corporate			Total
Three Months Ended January 31, 2022
Revenues	$	23,082		$	13,535		$	300,441	��	$	—		$	337,058
(Loss) income from operations		(173	)		(2,866	)		19,857			(3,004	)		13,814

Three Months Ended January 31, 2021
Revenues	$	18,498		$	10,866		$	310,402		$	—		$	339,766
(Loss) income from operations		(247	)		(3,658	)		19,122			(2,294	)		12,923

Six Months Ended January 31, 2022
Revenues	$	45,650		$	26,448		$	635,043		$	—		$	707,141
(Loss) income from operations		(220	)		(7,058	)		39,984			(5,114	)		27,592

Six Months Ended January 31, 2021
Revenues	$	38,585		$	20,568		$	624,038		$	—		$	683,191
Income (loss) from operations		2,889			(7,538	)		34,981			(4,158	)		26,174

Note 3—Revenue Recognition

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-UCaaS are technology-driven, synergistic businesses that leverage the Company’s core assets, and revenue is primarily recognized at a point in time, and in some cases (mainly net2phone-UCaaS) is 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. Mobile Top-Up and BOSS Revolution Calling are sold direct-to-consumers and through distributors and retailers.

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

	2022		2021		2022		2021
	Three Months Ended January 31,				Six Months Ended January 31,
	2022		2021		2022		2021
	(in thousands)
BOSS Revolution Money Transfer	$	12,462	$	13,280	$	24,958	$	28,438
National Retail Solutions		10,620		5,218		20,692		10,147

Total Fintech		23,082		18,498		45,650		38,585

net2phone-UCaaS		13,535		10,866		26,448		20,568

Mobile Top-Up		116,246		96,562		244,731		192,397
BOSS Revolution Calling		99,951		113,903		205,920		231,253
Carrier Services		73,117		87,155		162,312		174,928
Other		11,127		12,782		22,080		25,460

Total Traditional Communications		300,441		310,402		635,043		624,038
Total	$	337,058	$	339,766	$	707,141	$	683,191

The following table shows the Company’s revenues disaggregated by geographic region, which is determined based on selling location. On February 1, 2021, the Company changed the geographic sourcing of certain revenues from the United States to the ~~value~~United Kingdom.

Schedule of ~~IDTFS’ net assets, to be paid at closing, subject to adjustments relating to customer assets~~Revenues Disaggregated by Geographic Region

(in thousands)	Fintech		net2phone-UCaaS		Traditional Communications		Total
Three Months Ended January 31, 2022
United States	$	23,082	$	7,157	$	210,694	$	240,933
Outside the United States:
United Kingdom		—		—		77,894		77,894
Other		—		6,378		11,853		18,231

Total outside the United States		—		6,378		89,747		96,125

Total	$	23,082	$	13,535	$	300,441	$	337,058

(in thousands)	Fintech		net2phone-UCaaS		Traditional Communications		Total
Three Months Ended January 31, 2021
United States	$	18,498	$	5,680	$	265,315	$	289,493
Outside the United States:
United Kingdom		—		—		31,929		31,929
Other		—		5,186		13,158		18,344

Total outside the United States		—		5,186		45,087		50,273

Total	$	18,498	$	10,866	$	310,402	$	339,766

(in thousands)	Fintech		net2phone-UCaaS		Traditional Communications		Total
Six Months Ended January 31, 2022
United States	$	45,650	$	13,981	$	449,386	$	509,017
Outside the United States:
United Kingdom		—		—		159,663		159,663
Other		—		12,467		25,994		38,461

Total outside the United States		—		12,467		185,657		198,124

Total	$	45,650	$	26,448	$	635,043	$	707,141

(in thousands)	Fintech		net2phone-UCaaS		Traditional Communications		Total
Six Months Ended January 31, 2021
United States	$	38,585	$	10,769	$	535,938	$	585,292
Outside the United States:
United Kingdom		—		—		61,350		61,350
Other		—		9,799		26,750		36,549

Total outside the United States		—		9,799		88,100		97,899

Total	$	38,585	$	20,568	$	624,038	$	683,191

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 as of ~~IDTFS. The net asset value of IDTFS was $14.5 million at~~ January 31, ~~2018. A portion~~2022 and July 31, 2021 had an original expected duration of one year or less.

Accounts Receivable and Contract Balances

The timing of revenue recognition may differ from the ~~purchase price will be placed in escrow at closing and released~~time of billing to ~~IDT Telecom once all of~~ the ~~conditions have been met under the Share Purchase Agreement. The sale is expected to close~~Company’s customers. Trade accounts receivable in the ~~second quarter~~Company’s consolidated balance sheets represent unconditional rights to consideration. The Company would record a contract asset when revenue is recognized in advance of ~~calendar 2018, subject~~its right to ~~regulatory approval~~bill and ~~other customary conditions set forth~~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 ~~Share Purchase Agreement.~~contract. The ~~remaining closing conditions~~Company’s contract liability balance is primarily payments received for prepaid BOSS Revolution Calling. Contract liabilities are ~~outside of~~recognized as revenue when services are provided to the customer. The contract liability balances are presented in the Company’s ~~control~~consolidated balance sheets as “Deferred revenue”.

The following table presents information about the Company’s contract liability balance:

Schedule of Information About Contract Liability Balance

	2022		2021		2022		2021
	Three Months Ended January 31,				Six Months Ended January 31,
	2022		2021		2022		2021
	(in thousands)
Revenue recognized in the period from amounts included in the contract liability balance at the beginning of the period	$	20,152	$	22,818	$	24,378	$	26,451

Deferred Customer Contract Acquisition and ~~there can be no assurance~~Fulfillment Costs

The Company recognizes as an asset its incremental costs of obtaining a contract with a customer that ~~the sale will be completed.~~

it expects to recover. The ~~pending disposition of IDTFS Holding did~~Company’s costs to fulfill its contracts do not meet the criteria to be ~~reported~~recognized as an asset, therefore these costs are charged to expense as incurred. The Company’s incremental costs of obtaining a ~~discontinued operation~~contract with a customer are sales commissions paid to employees and ~~accordingly, its results~~third parties on sales to end users. The Company applies the practical expedient whereby the Company primarily charges these costs to expense when incurred because the amortization period would be one year or less for the asset that would have been recognized from deferring these costs. For net2phone-UCaaS sales, the Company defers these costs and amortizes them over the expected customer relationship period when it is expected to exceed one year.

The Company’s deferred customer contract acquisition costs were as follows:

Schedule of ~~operations and cash flows~~Deferred Customer Contract Acquisition Costs

	January 31, 2022		July 31, 2021
	(in thousands)
Deferred customer contract acquisition costs included in “Other current assets”	$	3,730	$	3,460
Deferred customer contract acquisition costs included in “Other assets”		3,346		3,151

Total	$	7,076	$	6,611

The Company’s amortization of deferred customer contract acquisition costs during the periods were as follows:

Schedule of Amortization of Deferred Customer Contract Acquisition Costs

	2022		2021		2022		2021
	Three Months Ended January 31,				Six Months Ended January 31,
	2022		2021		2022		2021
	(in thousands)
Amortization of deferred customer contract acquisition costs	$	1,030	$	864	$	2,042	$	1,631

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 six years. net2phone-UCaaS also has operating leases for office equipment. Certain of these leases contain renewal options that may be exercised and/or options to terminate the lease. The Company has concluded that it is not ~~been reclassified.~~reasonably certain that it would exercise the options to extend or terminate the leases.

net2phone-UCaaS is the lessee in equipment leases that are classified as finance leases. The ~~IDTFS Holding~~ assets and liabilities ~~held for sale included the following:~~

January 31,
2018

July 31,
2017

(in thousands)
Current assets held for sale:
Cash and cash equivalents $ 6,287 $ 5,716
Restricted cash and cash equivalents 128,153 115,609
Trade accounts receivable, net of allowance for doubtful accounts of $3,239 and $2,550 at January 31, 2018 and July 31, 2017, respectively 2,919 1,844
Prepaid expenses 854 758
Other current assets 487 340
Total current assets held for sale $ 138,700 $ 124,267

Noncurrent assets held for sale:
Property, plant and equipment, net $ 19 $ 24
Other intangibles, net 164 165
Other assets 5,102 4,945
Total noncurrent assets held for sale $ 5,285 $ 5,134

Current liabilities held for sale:
Trade accounts payable $ 2,007 $ 372
Accrued expenses 252 226
Customer deposits 127,107 114,689
Other current liabilities 57 31
Total current liabilities held for sale $ 129,423 $ 115,318

Noncurrent liabilities held for sale:
Other liabilities $ 642 $ 550
Total noncurrent liabilities held for sale $ 642 $ 550

~~IDTFS Holding is included in the Telecom Platform Services segment. IDTFS Holding’s (loss) income before income taxes and (loss) income before income taxes attributable~~related to these finance leases are not material to the Company’s consolidated balance sheets.

The Company ~~which~~leases office and parking space in a building and parking garage located at 520 Broad Street, Newark, New Jersey that is ~~included in~~owned by the ~~accompanying consolidated statements of operations, were as follows:~~

Three Months Ended
January 31,

Six Months Ended
January 31,

2018

2017

2018

2017

(in thousands)
(Loss) income before income taxes $ (559 ) $ (421 ) $ (1,009 ) $ 174

(Loss) income before income taxes attributable to IDT Corporation $ (559 ) $ (421 ) $ (1,009 ) $ 174

~~Note 3—Spin-Off of Rafael Holdings, Inc. and Investment in Rafael Pharmaceuticals, Inc.~~

~~On or about March 26, 2018, the Company expects to spin-off its~~Company’s former subsidiary, Rafael Holdings, Inc. (“~~RHI”~~Rafael”)~~, to~~. The Company also leases office space in Israel from Rafael. Howard S. Jonas, the ~~Company’s stockholders, so that RHI will be a separate publicly traded company. Approval~~Chairman of the ~~spin-off by the Company’s stockholders is not required. The~~ Company’s Board of Directors, ~~believes that~~is also the spin-off will allow RHI to better focus on its strategic mission and that its potential can be better realized as an independent entity. The spin-off of RHI will occur by way of a pro rata distribution of RHI’s capital stock to the Company’s stockholders. On the distribution date, each of the Company’s stockholders as of the record date for the distribution of March 13, 2018 will receive one share of RHI Class A common stock for every two shares of the Company’s Class A common stock and one share of RHI Class B common stock for every two shares of the Company’s Class B common stock. Completion of the RHI spin-off is subject to receipt of a favorable opinion as to the spin-off’s tax-free status.

RHI owns the commercial real estate assets held by the Company and interests in two clinical stage pharmaceutical companies. The commercial real estate holdings consist of the Company’s headquarters building and its associated public garage in Newark, New Jersey, an office/data center building in Piscataway, New Jersey and a portion of a building in Israel that hosts offices for the Company and certain affiliates. The pharmaceutical holdings include debt interests and warrants in Rafael Pharmaceuticals, Inc. (“Rafael Pharma”), which is a clinical stage, oncology-focused pharmaceutical company committed to the development and commercialization of therapies that exploit the metabolic differences between normal cells and cancer cells, and a majority equity interest in Lipomedix Pharmaceuticals Ltd., a pharmaceutical development company based in Israel. In addition, prior to the spin-off, the Company intends to transfer assets to RHI such that, at the time of the spin-off, RHI will have approximately $44 million in cash, cash equivalents, and marketable securities, plus $6 million in hedge fund and other investments.

RHI’s interests in Rafael Pharma, which are held through a 90%-owned non-operating subsidiary, IDT-Rafael Holdings, LLC (“IDT-Rafael Holdings”), include convertible notes issued by Rafael Pharma, and a warrant held by the Company and certain minority holders to purchase up to a majority equity stake in Rafael Pharma at the Company’s discretion in accordance with the terms of the convertible note and the warrant. The remaining 10% of IDT-Rafael Holdings is held by Howard S. Jonas, the Company’s Chairman of the Board, and Chairman of the Board of ~~Rafael Pharma.~~

~~IDT-Rafael Holdings had~~Directors of Rafael. The Newark lease expires in April 2025 and the ~~contractual right to receive additional shares of Rafael Pharma representing 10%~~Israel lease expires in July 2025.In each of the ~~outstanding capital stock~~three months ended January 31, 2022 and 2021, the Company incurred lease costs of ~~Rafael Pharma that will be issued upon the occurrence of any~~$0.5million, and in each of the ~~following: (i) Food~~six months ended January 31, 2022 and Drug Administration approval of a Rafael Pharma drug application, (ii) an initial public offering of Rafael Pharma at a valuation of over $500 million, or (iii) a sale of Rafael Pharma above certain valuations. Currently, none of the conditions have been satisfied and the right remains contingent. On September 14, 2017, IDT-Rafael Holdings distributed this right to its members on a pro rata basis such that2021, the Company ~~received~~incurred lease costs of $0.9million in connection with the ~~right to 9% of~~Rafael leases, which is included in operating lease cost in the outstanding capital stock of Rafael Pharma and Howard Jonas received the right to 1% of the outstanding capital stock of Rafael Pharma. In addition, as compensation for assuming the role of Chairman of the Board of Rafael Pharma, and to create additional incentive to contributetable below.

Supplemental disclosures related to the ~~success~~Company’s operating leases were as follows:

Schedule of Rafael Pharma, on September 19, 2017, the Company transferred its right to receive 9% of the outstanding capital stock of Rafael Pharma to Mr. Jonas. The right is further transferable at the discretion of Mr. Jonas.

Howard Jonas and his wife Deborah Jonas jointly own $525,000 of Series C Convertible Notes of Rafael Pharma, and The Howard S. and Deborah Jonas Foundation own an additional $525,000 of Series C Convertible Notes of Rafael Pharma.

IDT-Rafael Holdings’ controlled 50%-owned subsidiary, CS Pharma Holdings, LLC (“CS Pharma”), holds Rafael Pharma’s Series D convertible promissory note with a principal amount of $10 million (the “Series D Note”). The Series D Note earns interest at 3.5% per annum, with principal and accrued interest due and payable on September 16, 2018. The Series D Note is convertible at the holder’s option into shares of Rafael Pharma’s Series D Preferred Stock. The Series D Note also includes a mandatory conversion into Rafael Pharma common stock upon a qualified initial public offering, and conversion at the holder’s option upon an unqualified financing event. In all cases, the Series D Note conversion price is based on the applicable financing purchase price.

IDT-Rafael Holdings and CS Pharma hold warrants to purchase shares of capital stock of Rafael Pharma representing in the aggregate up to 56% of the then issued and outstanding capital stock of Rafael Pharma, on an as-converted and fully diluted basis. The right to exercise warrants asSupplemental Disclosures Related to the ~~first $10 million thereof is held by CS Pharma. The exercise price~~Company's Operating Leases

	2022		2021		2022		2021
	Three Months Ended January 31,				Six Months Ended January 31,
	2022		2021		2022		2021
	(in thousands)
Operating lease cost	$	687	$	697	$	1,387	$	1,425
Short-term lease cost		253		130		600		195

Total lease cost	$	940	$	827	$	1,987	$	1,620

Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	670	$	672	$	1,365	$	1,382
Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases	$	670	$	672	$	1,365	$	1,382

Schedule of the warrant is the lower of 70% of the price sold in an equity financing, or $1.25 per share, subject to certain adjustments. The minimum initial and subsequent exercises of the warrant shall be for such number of shares that will result in at least $5 million of gross proceeds to Rafael Pharma, or such lesser amount as represents 5% of the outstanding capital stock of Rafael Pharma, or such lesser amount as may then remain unexercised. The warrant will expire upon the earlier of December 31, 2020 or a qualified initial public offering or liquidation event. Supplemental Disclosures Related Weighted Average Operating Leases

	January 31, 2022			July 31, 2021
Weighted-average remaining lease term-operating leases		3.3 years			3.4 years

Weighted-average discount rate-operating leases		2.9	%		2.9	%

On September 13, 2021, the Company entered into a new office lease with an aggregate operating lease liability of $0.7 million. The Company’s aggregate operating lease liability was as follows:

Schedule of Aggregate Operating Lease Liability

	January 31, 2022		July 31, 2021
	(in thousands)
Operating lease liabilities included in “Other current liabilities”	$	2,367	$	2,456
Operating lease liabilities included in noncurrent liabilities		5,014		5,473

Total	$	7,381	$	7,929

Future minimum maturities of operating lease liabilities were as follows (in thousands):

Schedule of Future Minimum Maturities of Operating Lease Liabilities


Twelve-month period ending January 31:
2023	$	2,549
2024		2,336
2025		1,977
2026		632
2027		140
Thereafter		119

Total lease payments		7,753
Less imputed interest		(372	)

Total operating lease liabilities	$	7,381

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

	January 31, 2022		July 31, 2021
	(in thousands)
Cash and cash equivalents	$	104,268	$	107,147
Restricted cash and cash equivalents		116,284		119,769

Total cash, cash equivalents, and restricted cash and cash equivalents	$	220,552	$	226,916

At January 31, 2022 and July 31, 2021, restricted cash and cash equivalents included $112.3 million and $115.8 million, respectively, in restricted cash and cash equivalents for customer deposits held by IDT Financial Services Limited, the Company’s Gibraltar-based bank.

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 provide the Company’s international money transfer services in the United States, as substantially restricted and unavailable for other purposes. At January 31, 2022 and July 31, 2021, “Cash and cash equivalents” in the Company’s consolidated balance sheets included an aggregate of $11.8 million and $15.3 million, respectively, held by IDT Payment Services, Inc. and IDT Payment Services of New York, LLC, that was unavailable for other purposes.

613

~~The Company’s investment in Rafael Pharma, which was included in “Investments” in the accompanying consolidated balance sheets, consists of the following:~~

January 31,
2018

July 31,
2017

(in thousands)
Series D Note (at fair value) $ 6,300 $ 6,300
Warrants (at cost) 5,400 5,400
Right to receive additional shares (at cost) — 400
Total investment in Rafael Pharma $ 11,700 $ 12,100

Rafael Pharma is a variable interest entity, however, the Company has determined that it is not the primary beneficiary as the Company does not have the power to direct the activities of Rafael Pharma that most significantly impact Rafael Pharma’s economic performance. At January 31, 2018, the Company’s maximum exposure to loss as a result of its involvement with Rafael Pharma was its $11.7 million investment, since there were no other arrangements, events or circumstances that could expose the Company to additional loss.Note 6—Debt Securities

~~Note 4—Marketable Securities~~

The following is a summary of ~~marketable~~available-for-sale debt securities:

Schedule of Available-for-sale Securities

Amortized Cost

Gross Unrealized Gains

Gross Unrealized Losses

Fair Value

(in thousands)
Available-for-sale securities:
January 31, 2018:
Certificates of deposit* $ 24,441 $ 2 $ (1 ) $ 24,442
Federal Government Sponsored Enterprise notes 3,216 — (26 ) 3,190
International agency notes 399 — (9 ) 390
Mutual funds 5,425 40 — 5,465
Corporate bonds 3,332 — (39 ) 3,293
Equity 79 — (3 ) 76
U.S. Treasury notes 5,397 — (76 ) 5,321
Municipal bonds 4,029 — (4 ) 4,025
Total $ 46,318 $ 42 $ (158 ) $ 46,202
July 31, 2017:
Certificates of deposit* $ 29,011 $ 1 $ (7 ) $ 29,005
Federal Government Sponsored Enterprise notes 3,992 — (14 ) 3,978
International agency notes 291 — — 291
Mutual funds 5,353 77 — 5,430
Corporate bonds 4,643 — — 4,643
Equity 74 — (26 ) 48
U.S. Treasury notes 6,673 — — 6,673
Municipal bonds 8,201 4 (1 ) 8,204
Total $ 58,238 $ 82 $ (48 ) $ 58,272

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
	(in thousands)
January 31, 2022:
Certificates of deposit*	$	2,000	$	—	$	(3	)	$	1,997
U.S. Treasury bills and notes		1,660		—		(57	)		1,603
Corporate bonds		6,362		10		(277	)		6,095
Municipal bonds		5,800		—		(5	)		5,795
Total	$	15,822	$	10	$	(342	)	$	15,490
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		4,825		—		—			4,825
Total	$	14,021	$	41	$	(50	)	$	14,012

Each of the Company’s certificates of deposit has a CUSIP, was purchased in the secondary market through a broker and may be sold in the secondary market.

~~At January 31, 2018 and July 31, 2017, the Company owned 24,923 and 23,227 shares, respectively, of Zedge, Inc. Class B common stock that had a fair value of $76,000 and $48,000, respectively.~~

Proceeds from maturities and sales of ~~available-for-sale~~debt securities and redemptions of equity investments were ~~$12.1~~ $2.2 million and ~~$10.8~~ $5.0 million in the three months ended January 31, ~~2018~~2022 and ~~2017,~~2021, respectively, and ~~$31.6~~ $6.1 million and ~~$16.8~~ $11.6 million in the six months ended January 31, ~~2018~~2022 and ~~2017,~~2021, respectively. ~~The gross~~There were no realized gains or realized losses ~~that were included in earnings as a result~~from sales of ~~sales were $16,000 and $9,000~~debt securities in the three and six months ended January 31, ~~2018, respectively. The gross realized gains that were included in earnings as a result of sales were $0.3 million in the three~~2022 and ~~six months ended January 31, 2017.~~2021. The Company uses the specific identification method in computing the ~~gross~~ realized gains and ~~gross~~ realized losses on the sales of ~~marketable~~debt securities.

The contractual maturities of the Company’s available-for-sale debt securities at January 31, ~~2018~~2022 were as follows:

Schedule of Contractual Maturities of Available-for-sale Debt Securities

	Fair Value		Fair Value
	(in thousands)		(in thousands)
Within one year	$	25,771	$	3,568
After one year through five years		14,890		6,379
After five years through ten years		—		4,869
After ten years		—		674
Total	$	40,661	$	15,490

The following available-for-sale debt securities were in an unrealized loss position for which other-than-temporary impairments ~~have~~were not ~~been~~ recognized:

Schedule of Available-for-sale Securities, Unrealized Loss Position

Unrealized Losses Fair Value
(in thousands)
January 31, 2018:
Certificates of deposit $ 1 $ 5,340
Federal Government Sponsored Enterprise notes 26 3,190
International agency notes 9 390
Corporate bonds 39 3,293
Equity 3 76
U.S. Treasury notes 76 5,321
Municipal bonds 4 3,067
Total $ 158 $ 20,677
July 31, 2017:
Certificates of deposit $ 7 $ 12,155
Federal Government Sponsored Enterprise notes 14 3,529
Equity 26 48
Municipal bonds 1 3,349
Total $ 48 $ 19,081

	Unrealized Losses		Fair Value
	(in thousands)
January 31, 2022:
Certificates of deposit	$	3	$	1,997
U.S. Treasury bills and notes		57		1,603
Corporate bonds		277		5,698
Municipal bonds		5		5,122
Total	$	342	$	14,420

July 31, 2021:
U.S. Treasury bills and notes	$	17	$	1,652
Corporate bonds		33		3,293
Total	$	50	$	4,945

At July 31, ~~2017,~~2021, there were no securities in a continuous unrealized loss position for 12 months or longer. At January 31, ~~2018,~~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

Unrealized Losses Fair Value
(in thousands)
Federal Government Sponsored Enterprise notes $ 13 $ 1,810
Municipal bonds 1 348
Total $ 14 $ 2,158

	Unrealized Losses		Fair Value
	(in thousands)
U.S. Treasury bills and notes	$	57	$	1,603
Corporate bonds		103		1,453
Total	$	160	$	3,056

At January 31, ~~2018,~~2022, the Company did not intend to sell any of the debt securities ~~that were~~included in ~~a continuous unrealized loss position for 12 months or longer,~~the table above, and it is not more likely than not that the Company will be required to sell ~~the~~any of these securities before recovery of ~~their amortized cost bases,~~the unrealized losses, which may be at maturity.

Note ~~5—Fair~~7—Equity Investments

Equity investments consist of the following:

Schedule of Equity Investments

	January 31, 2022		July 31, 2021
	(in thousands)
Zedge, Inc. Class B common stock, 42,282 shares at January 31, 2022 and July 31, 2021	$	320	$	649
Rafael Holdings, Inc. Class B common stock, 290,214 and 246,565 shares at January 31, 2022 and July 31, 2021, respectively		1,201		12,479
Rafael Holdings, Inc. restricted Class B common stock, nil and 43,649 shares at January 31, 2022 and July 31, 2021, respectively		—		2,209
Other marketable equity securities		4,012		3,630
Fixed income mutual funds		22,961		23,467
Current equity investments	$	28,494	$	42,434

Visa Inc. Series C Convertible Participating Preferred Stock (“Visa Series C Preferred”)	$	2,261	$	2,465
Series B and Series C convertible preferred stock—equity method investment		2,509		2,901
Hedge funds		2,360		3,563
Other		1,225		2,725
Noncurrent equity investments	$	8,355	$	11,654

The Company received the shares of Zedge, Inc. (“Zedge”) Class B common stock and 28,320 of the shares of Rafael Class B common stock 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 related thereto. The Company purchased 261,894 shares of Rafael Class B common stock in fiscal 2021. Howard S. Jonas is the Vice-Chairman of the Board of Directors of Zedge.

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 ~~Measurements~~of Equity Investments

	2022		2021		2022			2021
	Three Months Ended January 31,				Six Months Ended January 31,
	2022		2021		2022			2021
	(in thousands)
Balance, beginning of period	$	2,397	$	2,109	$	2,743		$	4,109
Redemption for Visa mandatory release assessment		—		—		—			(1,870	)
Adjustment for observable transactions involving a similar investment from the same issuer		142		114		(204	)		(16	)
Impairments		—		—		—			—
Balance, end of the period	$	2,539	$	2,223	$	2,539		$	2,223

The Company increased the carrying value of the shares of Visa Series C Preferred it held by $0.1million in both the three months ended January 31, 2022 and 2021, respectively, and the Company decreased the carrying value of the shares of Visa Series C Preferred it held by $0.2 million and $16,000 in the six months ended January 31, 2022 and 2021, respectively, based on the fair value of Visa Class A common stock and a discount for lack of current marketability.

Unrealized gains and losses for all equity investments included the following:

Schedule of Unrealized (losses) Gains for All Equity Investments

	2022			2021		2022			2021
	Three Months Ended January 31,					Six Months Ended January 31,
	2022			2021		2022			2021
	(in thousands)
Net (losses) gains recognized during the period on equity investments	$	(2,952	)	$	1,307	$	(17,446	)	$	387
Less: net gains recognized during the period on equity investments sold during the period		25			—		10			—
Unrealized (losses) gains recognized during the period on equity investments still held at the reporting date	$	(2,977	)	$	1,307	$	(17,456	)	$	387

The net losses on investments in the three and six months ended January 31, 2022 included unrealized losses of $1.0 million and $13.5million, respectively, on shares of Rafael Class B common stock. The net gains on investments in the three and six months ended January 31, 2021 included unrealized gains of $0.2 million and $0.3 million, respectively, on shares of Rafael Class B common stock.

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”), and 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. The 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 Company’s share of the EMI’s customer list on the dates of the acquisitions. 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 17).

On February 10, 2022, the Company received a secured promissory note from the EMI in exchange for a loan of $1.0 million. The note provides for interest on the principal amount at 15% per annum payable monthly. The note is due and payable on August 3, 2022.

The following ~~tables present~~table summarizes the change in the balance of the Company’s equity method investment:

Summary of Changes in Equity Method Investments

	2022			2021		2022			2021
	Three Months Ended January 31,					Six Months Ended January 31,
	2022			2021		2022			2021
	(in thousands)
Balance, beginning of period	$	3,329		$	—	$	2,901		$	—
Purchase of convertible preferred stock		—			—		1,051			—
Equity in the net loss of investee		(639	)		—		(1,080	)		—
Amortization of equity method basis difference		(181	)		—		(363	)		—
Balance, end of the period	$	2,509		$	—	$	2,509		$	—

Summarized financial information of the EMI was as follows:

Summary of Statements of Operations

	2022			2021		2022			2021
	Three Months Ended January 31,					Six Months Ended January 31,
	2022			2021		2022			2021
	(in thousands)

Revenues	$	1,380		$	—	$	3,071		$	—
Costs and expenses:
Direct cost of revenues		1,443			—		2,905			—
Selling, general and administrative		774			—		2,663			—
Total costs and expenses		2,217			—		5,568			—
Loss from operations		(837	)		—		(2,497	)		—
Other expense		—			—		(1	)		—
Net loss	$	(837	)	$	—	$	(2,498	)	$	—

Note 8—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 On a Recurring Basis

	Level 1 (1)		Level 2 (2)		Level 3 (3)			Total
	(in thousands)
January 31, 2022
Debt securities	$	1,603	$	13,887	$	—		$	15,490
Equity investments included in current assets		28,494		—		—			28,494
Equity investments included in noncurrent assets		—		—		2,261			2,261
Total	$	30,097	$	13,887	$	2,261		$	46,245

Contingent consideration included in:
Other current liabilities	$	—	$	—	$	(628	)	$	(628	)
Other noncurrent liabilities		—		—		(75	)		(75	)
Total	$	—	$	—	$	(703	)	$	(703	)

July 31, 2021
Debt securities	$	1,652	$	12,360	$	—		$	14,012
Equity investments included in current assets		40,225		2,209		—			42,434
Equity investments included in noncurrent assets		—		—		2,465			2,465
Total	$	41,877	$	14,569	$	2,465		$	58,911

Contingent consideration included in:
Other current liabilities	$	—	$	—	$	(628	)	$	(628	)
Other noncurrent liabilities		—		—		(397	)		(397	)
Total	$	—	$	—	$	(1,025	)	$	(1,025	)

Level 1 (1)

Level 2 (2)

Level 3 (3)

Total

(in thousands)
January 31, 2018
Available-for-sale securities:
Marketable securities $ 10,862 $ 35,340 $ — $ 46,202
Rafael Pharma Series D Note — — 6,300 6,300
Total $ 10,862 $ 35,340 $ 6,300 $ 52,502
July 31, 2017
Available-for-sale securities:
Marketable securities $ 12,151 $ 46,121 $ — $ 58,272
Rafael Pharma Series D Note — — 6,300 6,300
Total $ 12,151 $ 46,121 $ 6,300 $ 64,572

(1)

– quoted prices in active markets for identical assets or liabilities

(2)

– observable inputs other than quoted prices in active markets for identical assets and liabilities

(3)

– no observable pricing inputs in the market

~~(1) – quoted prices in active markets for identical assets or liabilities~~

~~(2) – observable inputs other than quoted prices in active markets for identical assets and liabilities~~

~~(3) – no observable pricing inputs in the market~~

At January 31, ~~2018~~2022 and July 31, ~~2017,~~2021, the Company ~~did~~had $2.4million and $3.6 million, 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 ~~have any liabilities~~ measured at fair ~~value on a recurring basis.~~value.

At January 31, 2018 and July 31, 2017, the fair value of the Rafael Pharma Series D Note, which was classified as Level 3, was estimated based on a valuation of Rafael Pharma and other factors that could not be corroborated by the market.

The following table summarizes the change in the balance of the Company’s assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3)~~. There were no~~:

Schedule of Assets Measured at Fair Value On a Recurring Basis Using Significant Unobservable Inputs (Level 3)

	2022		2021		2022			2021
	Three Months Ended January 31,				Six Months Ended January 31,
	2022		2021		2022			2021
	(in thousands)
Balance, beginning of period	$	2,119	$	1,825	$	2,465		$	3,825
Purchase of Rafael Holdings, Inc. warrant		—		354		—			354
Redemption for Visa mandatory release assessment		—		—		—			(1,870	)
Total gains (losses) recognized in “Other (expense) income, net”		142		140		(204	)		10
Balance, end of period	$	2,261	$	2,319	$	2,261		$	2,319
Change in unrealized gains or losses for the period included in earnings for assets held at the end of the period	$	—	$	—	$	—		$	—

The following table summarizes the change in the balance of the Company’s liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) ~~in the three and six months ended January 31, 2018 and 2017.~~:

Schedule of Liabilities Measured at Fair Value On a Recurring Basis Using Significant Unobservable Inputs (Level 3)

									2022			2021		2022			2021
	Three Months Ended January 31,				Six Months Ended January 31,				Three Months Ended January 31,					Six Months Ended January 31,
	2018		2017		2018		2017		2022			2021		2022			2021
	(in thousands)								(in thousands)
Balance, beginning of period	$	6,300	$	4,200	$	6,300	$	2,000	$	1,015		$	391	$	1,025		$	396
Purchases		—		—		—		2,200
Transfer into Level 3 from acquisitions										—			393		—			393
Total (gain) loss included in:
“Other operating (expense) gain, net”										(303	)		—		(303	)		—
“Foreign currency translation adjustment”										(9	)		15		(19	)		10
Balance, end of period	$	6,300	$	4,200	$	6,300	$	4,200	$	703		$	799	$	703		$	799

Change in unrealized gains or losses for the period included in earnings for assets held at the end of the period	$	—	$	—	$	—	$	—
Change in unrealized gains or losses for the period included in earnings for liabilities held at the end of the period									$	—		$	—	$	—		$	—

At January 31, 2018 and July 31, 2017, the Company had $8.8 million and $8.6 million, respectively, in investments in hedge funds, which were included in “Investments” in the accompanying consolidated balance sheets. The Company’s investments in hedge funds are accounted for using the equity method or the cost method, therefore investments in hedge funds are not measured at fair value.

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 January 31, ~~2018~~2022 and July 31, ~~2017,~~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 January 31, ~~2018~~2022 and July 31, ~~2017,~~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 9—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 ~~Company’s investments at January~~Company determined that, effective May 31, ~~2018~~2021, it had the power to direct the activities of the VIE that most significantly impact its economic performance, and ~~July 31, 2017 included investments~~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 ~~equity~~VIE and thus the net income incurred by the VIE was attributed to noncontrolling interests in the accompanying consolidated statements of ~~certain privately held entities~~income.

The VIE’s net income and aggregate funding repaid to the Company by the VIE were as follows:

Schedule of Net Income (loss) and Aggregate Funding Repaid to the Company By VIE

	2022			2021		2022			2021
	Three Months Ended January 31,					Six Months Ended January 31,
	2022			2021		2022			2021
	(in thousands)
Net loss of the VIE	$	(144	)	$	—	$	—		$	—

Aggregate funding repaid to the Company by the VIE, net	$	(93	)	$	—	$	(96	)	$	—

The VIE’s summarized consolidated balance sheet amounts are as follows:

VIE’s Summarized Consolidated Balance Sheet

	January 31, 2022		July 31, 2021
	(in thousands)
Assets:
Cash and equivalents	$	1,535	$	1,364
Restricted cash		3,914		3,848
Trade accounts receivable, net		42		91
Prepaid expenses		231		344
Other current assets		693		858
Due from the Company		88		—
Property, plant, and equipment, net		566		637
Other intangibles, net		966		1,042

Total assets	$	8,035	$	8,184

Liabilities and noncontrolling interests:
Trade accounts payable	$	—	$	312
Accrued expenses		27		26
Other current liabilities		4,648		4,491
Due to the Company		—		8
Accumulated other comprehensive loss		6		(7	)
Noncontrolling interests		3,354		3,354

Total liabilities and noncontrolling interests	$	8,035	$	8,184

The VIE’s assets may only be used to settle the VIE’s obligations and may not be used for other ~~investments that~~consolidated entities. The VIE’s liabilities are ~~accounted for at cost. It is not practicable~~non-recourse to ~~estimate~~ the ~~fair value of these investments because~~general credit of the ~~lack~~Company’s other consolidated entities.

Note 10—Other Operating (Expense) Gain, Net

The following table summarizes the other operating (expense) gain, net by business segment:

Schedule of a quoted market price for the shares of these entities, and the inability to estimate their fair value without incurring excessive cost. The carrying value of these investments was $10.4 million and $10.8 million at January 31, 2018 and July 31, 2017, respectively, whichOther Operating Expense, Net

	2022			2021			2022			2021
	Three Months Ended January 31,						Six Months Ended January 31,
	2022			2021			2022			2021
	(in thousands)
Corporate—Straight Path Communications Inc. class action legal fees	$	(2,694	)	$	(1,397	)	$	(3,671	)	$	(1,718	)
Corporate—Straight Path Communications Inc. class action insurance claims		1,972			1,091			2,887			1,714
net2phone-UCaaS—write-off of contingent consideration liability		303			—			303			—
net2phone-UCaaS—other		(10	)		(100	)		(10	)		(100	)
Traditional Communications—gain from sale of rights under class action lawsuit		—			2,000			—			2,000
Traditional Communications—net2phone indemnification claim		(12	)		(387	)		(36	)		(387	)
Traditional Communications— Carrier Services settlement		—			—			—			(554	)
Traditional Communications—other		(1	)		—			(3	)		—

Total other operating (expense) gain, net	$	(442	)	$	1,207		$	(530	)	$	955

Straight Path Communications Inc. Class Action

As discussed in Note 16, the Company ~~believes was not impaired.~~

~~Note 6— Equity~~

~~Changes~~(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. The Company incurred legal fees and recorded offsetting gains from insurance claims related to this action in the ~~components of equity were as follows:~~

Six Months Ended
January 31, 2018
Attributable to IDT Corporation Noncontrolling Interests Total
(in thousands)
Balance, July 31, 2017 $ 145,734 $ 8,823 $ 154,557
Dividends declared ($0.38 per share) (9,440 ) — (9,440 )
Restricted Class B common stock purchased from employees (61 ) — (61 )
Transfer of right to receive equity to Howard S. Jonas — (40 ) (40 )
Consolidation of Lipomedix Pharmaceuticals Ltd. — 558 558
Distributions to noncontrolling interests — (717 ) (717 )
Stock-based compensation 1,797 — 1,797
Comprehensive income:
Net loss (576 ) 470 (106 )
Other comprehensive loss (188 ) — (188 )
Comprehensive income (764 ) 470 (294 )
Balance, January 31, 2018 $ 137,266 $ 9,094 $ 146,360

~~Dividend Payments~~

~~In the~~three and six months ended January 31, ~~2018, the Company paid cash dividends of $0.38 per share on its Class A common stock~~2022 and Class B common stock, or $9.4 million in total. In the six months ended October 31, 2016, the Company paid cash dividends of $0.38 per share on its Class A common stock and Class B common stock, or $8.8 million in total.2021.

On March 5, 2018, the Company’s Board of Directors declared a dividend of $0.09 per share for the second quarter of fiscal 2018 to holders of the Company’s Class A common stock and Class B common stock. The dividend will be paid on or about March 23, 2018 to stockholders of record as of the close of business on March 19, 2018.

Write-off of Contingent Consideration

In the three months ended January 31, 2022, the Company determined that the requirements for a contingent consideration payment related to an acquisition in December 2019 would not be met before the expiration date. The Company recognized a gain on the write-off of the contingent consideration.

Gain from Sale of Rights under Class Action Lawsuit

~~Stock Repurchases~~

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 about 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.

Indemnification Claim

Beginning 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.

Note 11—Revolving Credit Facility

The ~~Company has~~Company’s subsidiary, IDT Telecom, Inc. (“IDT Telecom”), entered into a ~~stock repurchase program~~credit agreement, dated as of May 17, 2021, with TD Bank, N.A. for ~~the repurchase of~~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 January 31, 2022 and July 31, 2021, there were no amounts outstanding under this facility. In January 2022, IDT Telecom borrowed and repaid an aggregate of ~~8.0~~$2.5 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 January 31, 2022, IDT Telecom was in compliance with all of the covenants.

Note 12—Equity

Deferred Stock Units Equity Incentive Program

The Company had an existing equity incentive program in the form of deferred stock units (“DSUs”) that, upon vesting, entitled the grantees to receive shares of the Company’s Class B common stock. On January 5, 2022, the third and final vesting date under the program, the Company issued 301,296 shares of its Class B common stock in respect of DSUs that vested on that date. On January 5, 2021, the Company issued 283,838 shares of its Class B common stock in respect of vested DSUs under the program.

Stock Repurchases

The Company has an existing stock repurchase program authorized by its Board of Directors for the repurchase of shares of the Company’s Class B common stock. The Board of Directors authorized the repurchase of up to 8.0 million shares in the aggregate. There were no0 repurchases under the program in the six months ended January 31, ~~2018 or 2017.~~2022. In the six months ended January 31, 2021, the Company repurchased 463,792 shares of Class B common stock for an aggregate purchase price of $2.8 million. At January 31, ~~2018, 8.0~~2022, 5.8 million shares remained available for repurchase under the stock repurchase program.

In the six months ended January 31, ~~2018~~2022 and ~~2017,~~2021, the Company paid ~~$0.1~~$9.0 millionand ~~$1.8~~ $1.3 million, respectively, to repurchase ~~5,170 shares~~ 200,438 and ~~94,338~~ 109,381 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 vesting of DSUs and lapsing of restrictions on ~~awards of~~ restricted stock. Such shares were repurchased by the Company based on their fair market value on the trading day immediately prior to the vesting date.

2015 Stock Option and Incentive Plan

In the six months ended January 31, 2021, the Company received proceeds from the exercise of stock options of $0.7 million for which the Company issued 81,041 shares of its Class B common stock. There were 0 stock option exercises in the six months ended January 31, 2022.

On December ~~14, 2017,~~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 ~~0.3 million~~175,000 shares.

In the six months ended January 31, 2017, the Company received proceeds from the exercise of its stock options of $0.8 million. There were no stock option exercises in the six months ended January 31, 2018. In the six months ended January 31, 2017, the Company issued 73,471

Note 13—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 ~~exercises.~~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 7— 14— Earnings ~~(Loss)~~ Per Share

Basic earnings per share is computed by dividing net income attributable to all classes of common stockholders of the Company by the weighted average number of shares of all classes of common stock outstanding during the applicable period. Diluted earnings per share is computed in the same manner as basic earnings per share, except that the number of shares is increased to include restricted stock still subject to risk of forfeiture and to assume exercise of potentially dilutive stock options using the treasury stock method, unless the effect of such increase is anti-dilutive.

The weighted-average number of shares used in the calculation of basic and diluted earnings ~~(loss)~~ per share attributable to the Company’s common stockholders consists of the following:

Schedule of Weighted-average Number of Shares Used in the Calculation of Basic and Diluted Earnings Per Share

	Three Months Ended January 31,				Six Months Ended January 31,				Three Months Ended January 31,				Six Months Ended January 31,
	2018		2017		2018		2017		2022		2021		2022		2021
	(in thousands)								(in thousands)
Basic weighted-average number of shares		24,643		22,768		24,635		22,740		25,652		25,362		25,609		25,448
Effect of dilutive securities:
Stock options		10		77		—		58		715		9		711		4
Non-vested restricted Class B common stock		71		118		—		133		175		342		260		335
Diluted weighted-average number of shares		24,724		22,963		24,635		22,931		26,542		25,713		26,580		25,787

The following shares were excluded from the calculation of diluted earnings per ~~share computation:~~share:

Schedule of Outstanding Stock Options Excluded from the Calculation of Diluted Earnings Per Share

	Three Months Ended January 31,				Six Months Ended January 31,				Three Months Ended January 31,				Six Months Ended January 31,
	2018		2017		2018		2017		2022		2021		2022		2021
	(in thousands)								(in thousands)
Stock options		1,160		3		1,273		18		—		1,035		—		1,070
Non-vested restricted Class B common stock		—		—		191		—		—		—		—		—
Shares excluded from the calculation of diluted earnings per share		1,160		3		1,464		18		—		1,035		—		1,070

~~In the three months ended January 31, 2018, and in the three and six months ended January 31, 2017, stock~~Stock options with an exercise price that was greater than the average market price of the Company’s common stock ~~during~~in the ~~period were excluded from the diluted earnings per share computation.~~

~~In the~~three and six months ended January 31, ~~2018,~~2021 were excluded from the calculation of diluted ~~loss~~earnings per share computation equals basic loss per share because the Company had a net loss and the impact of the assumed exercise of stock options and the vesting of restricted stock would have been anti-dilutive.share.

Note ~~8—Revolving Credit Facility~~

The Company’s subsidiary, IDT Telecom, entered into a credit agreement, dated July 12, 2012, with TD Bank, N.A. for a line of credit facility for up to a maximum principal amount of $25.0 million. The credit agreement was amended as of January 31, 2018. IDT Telecom may use the proceeds to finance working capital requirements, acquisitions and for other general corporate purposes. The line of credit facility is secured by primarily all of IDT Telecom’s assets. The principal outstanding bears interest per annum, at the option of IDT Telecom, at either (a) the U.S. Prime Rate less 125 basis points, or (b) the LIBOR rate adjusted by the Regulation D maximum reserve requirement plus 125 basis points. Interest is payable monthly and all outstanding principal and any accrued and unpaid interest is due on the maturity date of January 31, 2020. At January 31, 2018 and July 31, 2017, there were no amounts outstanding under the facility. The Company intends to borrow under the facility from time to time. IDT Telecom pays a quarterly unused commitment fee of 0.325% per annum on the average daily balance of the unused portion of the $25.0 million commitment. IDT Telecom is required to comply with various affirmative and negative covenants as well as maintain certain financial targets and ratios during the term of the line of credit, including restrictions on dividend payments on IDT Telecom capital stock and restrictions on IDT Telecom’s aggregate loans and advances to affiliates or subsidiaries.

~~Note 9—~~15—Accumulated Other Comprehensive Loss

The accumulated balances for each classification of other comprehensive loss were as follows:

Schedule of Accumulated Balances for Each Classification of Other Comprehensive Loss

Unrealized Gain (Loss) on Available-for-Sale Securities

Foreign Currency Translation

Accumulated Other Comprehensive Loss

Location of (Gain) Loss Recognized
(in thousands)
Balance, July 31, 2017 $ 2,134 $ (4,477 ) $ (2,343 )
Other comprehensive loss attributable to IDT Corporation before reclassifications (159 ) (38 ) (197 )
Less: reclassification for loss included in net loss 9 — 9 Other income (expense), net
Net other comprehensive loss attributable to IDT Corporation (150 ) (38 ) (188 )
Balance, January 31, 2018 $ 1,984 $ (4,515 ) $ (2,531 )

	Unrealized Loss on Available-for-Sale Securities			Foreign Currency Translation			Accumulated Other Comprehensive Loss
	(in thousands)
Balance, July 31, 2021	$	(9	)	$	(10,174	)	$	(10,183	)
Other comprehensive loss attributable to IDT Corporation		(323	)		(582	)		(905	)
Balance, January 31, 2022	$	(332	)	$	(10,756	)	$	(11,088	)

~~At both January 31, 2018~~Note 16—Commitments and ~~July 31, 2017, unrealized gain on available-for-sale securities included unrealized gain of $2.1 million on the Rafael Pharma Series D Note.~~Contingencies

~~Note 10—Business Segment Information~~Coronavirus Disease (COVID-19)

The Company ~~has two reportable~~continues to monitor and respond to the impacts of the COVID-19 pandemic on all aspects of its business, ~~segments, Telecom Platform Services~~including its customers, employees, suppliers, vendors, and net2phone-Unified Communications as a Service (“net2phone-UCaaS”) (formerly known as UCaaS). 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~~partners.

Operationally, the Company’s ~~chief operating decision maker.~~

~~Telecom Platform Services~~employees transitioned to work-from-home during the third quarter of fiscal 2020 and, net2phone-UCaaS comprise the IDT Telecom division. The Telecom Platform Services segment provides retail telecommunications and payment offerings as well as wholesale international long distance traffic termination. The net2phone-UCaaS segment is comprised of (1) cable telephony, (2) cloud-based private branch exchange, or PBX, services offered to enterprise customers exclusively through value-added resellers, service providers, telecom agents and managed service providers, (3) Session Initiation Protocol, or SIP, trunking, which supports inbound and outbound domestic and international calling from an IP PBX, and (4) PicuP, a ~~highly-automated business phone service that answers, routes and manages voice calls.~~

large degree, continue to work-from-home. Beginning in the ~~first~~fourth quarter of fiscal 2018, the Telecom Platform Services segment includes Consumer Phone Services, which was previously reported as a separate segment. Consumer Phone Services provides consumer local and long distance services in2021, certain ~~U.S. states. Comparative results have been reclassified and restated as if Consumer Phone Services was included in Telecom Platform Services in all periods presented.~~

Operating segments not reportable individually are included in All Other. All Other includes the Company’s real estate holdings and other smaller businesses. Corporate costs include certain services, such as compensation, consulting fees, treasury and accounts payable, tax and accounting services, human resources and payroll, corporate purchasing, corporate governance including Board of Directors’ fees, internal and external audit, investor relations, corporate insurance, corporate legal, business development, and other corporate-related general and administrative expenses including, among others, facilities costs, charitable contributions and travel, as well as depreciation expense on corporate assets. Corporate does not generate any revenues, nor does it incur any direct cost of revenues.

The accounting policies of the segments are the same as the accounting policies of the Company as a whole. The Company evaluates the performance of its business segments based primarily on income (loss) from operations. IDT Telecom depreciation and amortization are allocated to Telecom Platform Services and net2phone-UCaaS because the related assets are not tracked separately by segment. There are no other significant asymmetrical allocations to segments.

~~Operating results for the business segments of the Company are as follows:~~

(in thousands) Telecom
Platform
Services net2phone-UCaaS All Other Corporate Total
Three Months Ended January 31, 2018
Revenues $ 387,065 $ 8,299 $ 519 $ — $ 395,883
Income (loss) from operations 4,589 (790 ) (1,019 ) (3,260 ) (480 )
Severance 195 — — — 195
Other operating expense — — — (846 ) (846 )

Three Months Ended January 31, 2017
Revenues $ 359,924 $ 7,142 $ 490 $ — $ 367,556
Income (loss) from operations 7,187 (464 ) 82 (3,677 ) 3,128
Other operating expense — — — (889 ) (889 )

Six Months Ended January 31, 2018
Revenues $ 772,129 $ 16,087 $ 1,222 $ — $ 789,438
Income (loss) from operations 9,150 (1,464 ) (1,650 ) (6,433 ) (397 )
Severance 605 — — 30 635
Other operating expense — — — (1,625 ) (1,625 )

Six Months Ended January 31, 2017
Revenues $ 721,435 $ 14,278 $ 994 $ — $ 736,707
Income (loss) from operations 13,732 (639 ) 172 (4,951 ) 8,314
Other operating expense — — — (1,088 ) (1,088 )

~~Note 11—Commitments and Contingencies~~

~~Legal Proceedings~~

~~On July 31, 2013, the Company completed a pro rata distribution of the common stock~~ of the Company’s ~~subsidiary Straight Path Communications Inc. (“Straight Path”)~~employees returned to work in the Company’s ~~stockholders~~offices on a part-time 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 ~~record as~~fiscal 2020 and continuing through the second quarter of fiscal 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 ~~close~~putative class in accordance with California law. In August 2019, the Company filed a cross complaint against Rosales alleging trade secret and other violations. On February 2, 2022, the court approved a settlement agreement between the parties. The settlement did not have a material effect on the Company’s results of ~~business on July 25, 2013 (the “Straight Path Spin-Off”).~~ 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.

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 ~~proposed~~ sale of Straight Path’s subsidiary Straight Path IP Group, Inc. ~~(“SPIP”)~~ 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 ~~are receiving~~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.~~complaint, which was ultimately denied, and which denial was affirmed by the Delaware Supreme Court. The parties are engaged in discovery and motion practice. On February 17, 2022, the court denied the Company’s motion for summary judgment. The trial is currently scheduled for May 2022. The Company intends to vigorously defend the action. On November 20, 2017, the Delaware Chancery Court issued an order staying the case pending the closing of the transaction between Verizon and Straight Path on the grounds that the claims are not ripe. That transaction closed on February 28, 2018 and the Court was so notified. In the three and six months ended January 31, 2018,this matter (see Note 10). At this stage, the Company ~~incurred legal fees of $0.2 million and $1.0 million, respectively, related~~is unable to ~~this putative class action, which is included in “Other operating expense” in the accompanying consolidated statement of operations.~~estimate its potential liability, if any.

On May 5, 2004, the Company filed a complaint in the Supreme Court of the State of New York, County of New York, seeking injunctive relief and damages against Tyco Group, S.A.R.L., Tyco Telecommunications (US) Inc. (f/k/a TyCom (US) Inc.), Tyco International, Ltd., Tyco International (US) Inc., and TyCom Ltd. (collectively “Tyco”). The Company alleged that Tyco breached a settlement agreement that it had entered into with the Company to resolve certain disputes and civil actions among the parties. The Company alleged that Tyco did not provide the Company, as required under the settlement agreement, free of charge and for the Company’s exclusive use, a 15-year indefeasible right to use four Wavelengths in Ring Configuration (as defined in the settlement agreement) on a global undersea fiber optic network that Tyco was deploying at that time. After extensive proceedings, including several decisions and appeals, the New York Court of Appeals affirmed a lower court decision to dismiss the Company’s claim and denied the Company’s motion for re-argument of that decision. On June 23, 2015, the Company filed a new summons and complaint against Tyco in the Supreme Court of the State of New York, County of New York alleging that Tyco breached the settlement agreement. In September 2015, Tyco filed a motion to dismiss the complaint, which the Company opposed. Oral argument was held on March 9, 2016. On October 17, 2016, the judge granted Tyco’s motion and dismissed the complaint. In August 2017, the Company filed an appeal, which Tyco opposed. On November 22, 2017, oral argument was held on the appeal. On December 21, 2017, the Company’s appeal was denied. On January 22, 2018, the Company filed a motion for leave to appeal to the New York Court of Appeals. On February 6, 2018, Tyco opposed the Company’s motion. The Company awaits the court’s decision.

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, ~~related to payments due to the FCC,~~ 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 $2.9 million and $1.8 million on behalf of the Federal Telecommunications Relay Services Fund and on behalf of the Universal Service ~~Administrative Company.~~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 January 31, ~~2018~~2022 and July 31, ~~2017,~~2021, the Company’s accrued expenses included ~~$39.7~~ $37.6 million and ~~$43.5~~ $38.3 million, respectively, for ~~these~~FCC-related regulatory fees for the ~~years~~year covered by the audit, as well as prior and subsequent years.

Purchase Commitments

~~The~~At January 31, 2022, the Company had purchase commitments of ~~$18.7~~ $4.5 million ~~at January 31, 2018, including the aggregate commitment under the Reciprocal Services Agreement described below.~~primarily for equipment and services.

~~Reciprocal Services Agreement~~Performance Bonds

In August 2017, the Company entered into a Reciprocal Services Agreement with a telecom operator in Central America for a full range of services, including, but not limited to, termination of inbound and outbound international long-distance voice calls. The Company has committed to pay such telecom operator monthly committed amounts during the term of the agreement. In addition, under certain limited circumstances, the parties may renegotiate the amount of the monthly payments. In the event the parties do not agree on re-pricing terms after good faith negotiations, then either party has the right to terminate the agreement. Pursuant to the agreement, in September 2017, the Company deposited $11.75 million into an escrow account as security for the benefit of the telecom operator, which is included in “Other current assets” in the accompanying consolidated balance sheet.

~~Performance Bonds~~

~~IDT Payment Services and IDT Telecom have~~ 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, respectively.~~resellers. At January 31, ~~2018,~~2022, the Company had aggregate performance bonds of ~~$15.1~~ $22.1million outstanding.

~~Substantially Restricted Cash and Cash Equivalents~~

The Company treats unrestricted cash and cash equivalents held by IDT Payment Services, which provides the Company’s international money transfer services in the United States, as substantially restricted and unavailable for other purposes. At January 31, 2018 and July 31, 2017, “Cash and cash equivalents” in the Company’s consolidated balance sheets included an aggregateFCC Investigation of ~~$10.0 million and $10.8 million, respectively, held by IDT Payment Services that was unavailable for other purposes.~~

Straight Path ~~Communications Inc. Settlement Agreement and Mutual Release~~Spectrum LLC

The Company entered into various agreements with Straight Path prior to the Straight Path Spin-Off including a Separation and Distribution Agreement to effect the separation and provide a framework for the Company’s relationship with Straight Path after the spin-off. 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 ~~currently a subsidiary of~~ 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 to the letter of inquiry. If the FCC were to pursue separate action against the Company, the FCC could seek to fine or impose regulatory penalties or civil liability on the Company related to activities during the period of ownership by the Company.

The Separation and Distribution Agreement provides for the Company and Straight Path to indemnify each other for certain liabilities. The Company and Straight Path each communicated that it was entitled to indemnification from the other in connection with the inquiry described above and related matters. On October 24, 2017, the Company, Straight Path, SPIP and PR-SP IP Holdings LLC (“PR-SP”), an entity owned by Howard Jonas, entered into a Settlement Agreement and Release that provides for, among other things, the settlement and mutual release of potential liabilities and claims that may exist or arise under the Separation and Distribution Agreement between the Company and Straight Path. In exchange for the mutual release, the Company paid Straight Path an aggregate of $16 million in cash, Straight Path transferred to the Company its majority ownership interest in Straight Path IP Group Holding, Inc. (“New SPIP”), which holds the equity of SPIP, the entity that holds intellectual property primarily related to communications over computer networks, subject to the right to receive 22% of the net proceeds, if any, received by SPIP from licenses, settlements, awards or judgments involving any of the patent rights and certain transfers of the patents or related rights, that will be retained by Straight Path’s stockholders (such equity interest, subject to the retained interest right, the “IP Interest”), and the Company undertook certain funding and other obligations related to SPIP. The Settlement Agreement and Release allocates (i) $10 million of the payment and the retained interest right to the settlement of claims and the mutual release and (ii) $6 million to the transfer of the IP Interest. Note 17—Other (Expense) Income, Net

Consistent with the contemplated arrangement that was previously disclosed, on October 24, 2017, the Company sold its entire majority interests in New SPIP to PR-SP in exchange for $6 million and the assumption by PR-SP of the funding and other obligations undertaken by the Company.

~~Note 12—~~Other ~~Income (Expense), Net~~

~~Other~~(expense) income, ~~(expense),~~ net consists of the following:

Schedule of Other (Expense) Income, Net

Three Months Ended
January 31,

Six Months Ended
January 31,

2018

2017

2018

2017

(in thousands)
Foreign currency transaction gains (losses) $ 169 $ (729 ) $ (559 ) $ 1,330
(Loss) gain on sale of marketable securities (16 ) 305 (9 ) 305
Gain on investments 179 32 59 295
Other 38 (27 ) 53 44
Total other income (expense), net $ 370 $ (419 ) $ (456 ) $ 1,974

	2022			2021			2022			2021
	Three Months Ended January 31,						Six Months Ended January 31,
	2022			2021			2022			2021
	(in thousands)
Foreign currency transaction gains	$	848		$	1,893		$	598		$	1,466
Equity in net loss of investee		(820	)		—			(1,443	)		—
(Losses) gains on investments (see Note 7)		(2,952	)		1,307			(17,446	)		387
Other		(25	)		(30	)		(874	)		(61	)
Total other (expense) income, net	$	(2,949	)	$	3,170		$	(19,165	)	$	1,792

Note ~~13—Income Tax and New Jersey Corporation Business Tax~~

~~Tax Cuts and Jobs Act~~

On December 22, 2017, the U.S. government enacted “An Act to Provide for Reconciliation Pursuant to Titles II and V of the Concurrent Resolution on the Budget for Fiscal Year 2018”, which is commonly referred to as “The Tax Cuts and Jobs Act” (the “Tax Act”). The Tax Act reduces the U.S. federal statutory corporate tax rate from 35.0% to 21.0% effective January 1, 2018, requires companies to pay a one-time repatriation tax on earnings of certain foreign subsidiaries that were previously tax deferred (“transition tax”), and makes other changes to the U.S. income tax code. Due to the Company’s July 31 fiscal year-end, the lower corporate income tax rate is phased in, resulting in a blended U.S. federal statutory tax rate of approximately 26.9% for the Company’s fiscal year ending July 31, 2018, and 21.0% for the Company’s fiscal years thereafter.

On December 22, 2017, the SEC issued Staff Accounting Bulletin No. 118 (“SAB 118”), expressing its views regarding the Financial Accounting Standards Board (“FASB”)’s Accounting Standards Codification 740,~~Income Taxes~~, in the reporting period that includes the enactment date of the Tax Act. SAB 118 recognizes that a registrant’s review of certain income tax effects of the Tax Act may be incomplete at the time financial statements are issued for the reporting period that includes the enactment date, including interim periods therein. Specifically, SAB 118 allows a company to report provisional estimates in the reporting period that includes the enactment date if the company does not have the necessary information available, prepared, or fully analyzed for certain income tax effects of the Tax Act. The provisional estimates would be adjusted during a measurement period not to exceed 12 months from the enactment date of the Tax Act, at which time the accounting for the income tax effects of the Tax Act is required to be completed.

As of January 31, 2018, the Company had not completed its accounting for the income tax effects of the Tax Act; however, the Company had made a reasonable estimate of the effect on its existing AMT credit carryover. Because the AMT credit will be refundable if not utilized in the next four years, the Company reversed the valuation allowance that offset the AMT credit. As a result, in the three months ended January 31, 2018, the Company recorded a noncurrent receivable and an income tax benefit of $3.3 million for the anticipated refund. The reduction in the corporate tax rate is not expected to impact the Company’s results of operations or financial position in the foreseeable future because the income tax benefit from the reduced tax rate will be offset by the valuation allowance.

The transition tax is based on total post-1986 earnings and profits which were previously deferred from U.S. income taxes. The Company expects to utilize net operating loss carryforwards to offset any transition tax that it may incur. Therefore the Company did not record any provisional income tax expense for the transition tax for its foreign subsidiaries. At January 31, 2018, the undistributed earnings of the Company’s foreign subsidiaries continued to be permanently reinvested and the Company does not intend to repatriate any of the amounts. As a result, the Company has not provided for additional income or withholding taxes for the undistributed earnings or for any additional outside basis differences with respect to the foreign entities. The Company continues to review the anticipated impacts of the global intangible low taxed income (“GILTI”) and base erosion anti-abuse tax (“BEAT”), which are not effective until August 1, 2018. The Company has not recorded any impact associated with either GILTI or BEAT in the three months ended January 31, 2018.

The Company anticipates that its assumptions and estimates may change as a result of future guidance and interpretation from the Internal Revenue Service, the SEC, the FASB, and various other taxing jurisdictions. In particular, the Company anticipates that the U.S. state jurisdictions will continue to determine and announce their conformity or decoupling from the Tax Act, either in its entirety or with respect to specific provisions. Legislative and interpretive actions could result in adjustments to the Company’s provisional estimates when the accounting for the income tax effects of the Tax Act is completed. The Company will continue to evaluate the impact of the Tax Act on its financial statements, and will record the effect of any reasonable changes in its estimates and adjustments.

~~Elmion Netherlands B.V. Deferred Tax Assets~~

In the six months ended January 31, 2017, the Company determined that its valuation allowance on the losses of Elmion Netherlands B.V., a Netherlands subsidiary, was no longer required due to an internal reorganization that generated income and a projection of income in future periods. The Company recorded a benefit from income taxes of $16.6 million in the six months ended January 31, 2017 from the full recognition of the Elmion Netherlands B.V. deferred tax assets.

~~New Jersey Corporation Business Tax~~

In September 2017, the Company, IDT Domestic Telecom, Inc. (a subsidiary of the Company) and certain other affiliates, were certified by the New Jersey Economic Development Authority as having met all of the requirements of the Grow New Jersey Assistance Act Tax Credit Program. The corporation business tax credits to be received are a maximum of $21.1 million. The Company may claim a tax credit each tax year for ten years beginning in 2017. The tax credit can be applied to 100% of the Company’s New Jersey tax liability each year, and the unused amount of the annual credit can be carried forward. In addition, the Company may apply for a tax credit transfer certificate to sell unused tax credits to another business. The tax credits must be sold for no less than 75% of the value of the tax credits. The tax credits are subject to reduction, forfeiture and recapture if, among other things, the number of full-time employees declines below the program or statewide minimum.

~~Note 14—~~18—Recently Issued Accounting Standard Not Yet Adopted

In May 2014, the FASB and the International Accounting Standards Board jointly issued a comprehensive new revenue recognition standard that will supersede most of the current revenue recognition guidance under U.S. GAAP and International Financial Reporting Standards (“IFRS”). The goals of the revenue recognition project were to clarify and converge the revenue recognition principles under U.S. GAAP and IFRS and to develop guidance that would streamline and enhance revenue recognition requirements. Entities have the option of using either a full retrospective or modified retrospective approach for the adoption of the standard. The Company expects to adopt this standard on August 1, 2018 using the modified retrospective approach. The Company has identified its main revenue streams, which include Boss Revolution PIN-less international calling revenue, wholesale carrier services revenue, and domestic and international airtime top-up revenue. The Company is currently reviewing contracts and other relevant documents related to its wholesale carrier services revenue to determine how to apply the new standard to this revenue stream. The Company expects to continue its review and evaluation for its other revenue streams in fiscal 2018. Currently, the Company cannot reasonably estimate the impact that the adoption of the standard will have on its consolidated financial statements.

In January 2016, the FASB issued an ASU to provide more information about recognition, measurement, presentation and disclosure of financial instruments. The amendments in the ASU include, among other changes, the following: (1) equity investments (except those accounted for under the equity method or that result in consolidation) will be measured at fair value with changes in fair value recognized in net income, (2) a qualitative assessment each reporting period to identify impairment of equity investments without readily determinable fair values, (3) financial assets and financial liabilities will be presented separately by measurement category and form of financial asset on the balance sheet or the notes to the financial statements, and (4) an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with the entity’s other deferred tax assets. Entities will no longer be able to recognize unrealized holding gains and losses on equity securities classified as available-for-sale in other comprehensive income. In addition, a practicability exception will be available for equity investments that do not have readily determinable fair values and do not qualify for the net asset value practical expedient. These investments may be measured 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. Entities will have to reassess at each reporting period whether an investment qualifies for this practicability exception. The Company will adopt the amendments in this ASU on August 1, 2018. The Company is evaluating the impact that the ASU will have on its consolidated financial statements.

In February 2016, the FASB issued an ASU related to the accounting for leases. The new standard establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The Company will adopt the new standard on August 1, 2019. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company is evaluating the impact that the new standard will have on its consolidated financial statements.

In June 2016, the ~~FASB~~Financial Accounting Standards Board issued ~~an ASU~~Accounting Standards Update 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 ~~“expected loss”~~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, ~~2020.~~2023. The Company is evaluating the impact that the new standard will have on its consolidated financial statements.

In November 2016, the FASB issued an ASU that includes specific guidance on the classification and presentation of changes in restricted cash and cash equivalents in the statement of cash flows. The amendments in this ASU require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Amounts generally described as restricted cash or restricted cash equivalents will be included with cash and cash equivalents when reconciling the beginning of the period and end of the period total amounts shown on the statement of cash flows. The ASU will be applied using a retrospective transition method to each period presented. The Company will adopt the amendments in this ASU on August 1, 2018. The adoption will impact

Note 19—Subsequent Events—Acquisitions

On March 3, 2022, the Company’s ~~beginning of~~subsidiary, net2phone 2.0, Inc., which owns and operates the ~~period and end of the period cash and cash equivalents balance in its statement of cash flows, as well as its net cash provided by operating activities.~~

In January 2017, the FASB issued an ASU to clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. Under the current guidance, there are three elements of a business—inputs, processes, and outputs. While an integrated set of assets and activities (collectively referred to as a “set”) that is a business usually has outputs, outputs are not required to be present. In addition, all the inputs and processes that a seller uses in operating a set are not required if market participants can acquire the set and continue to produce outputs, for example, by integrating the acquired set with their own inputs and processes. The amendments in this ASU provide a screen to determine when a set is not a business. The screen requires that when substantiallynet2phone-UCaaS segment, purchased all of the ~~fair~~outstanding shares of Onwaba S.R.L. and Gem S.R.L. for an aggregate 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 CCS provides cloud-based contact-center-as-a-service 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 purchase price includes the following: (a) cash of $7.2 million that was paid at closing, (b) 27,765 shares of the Company’s Class B common stock with a value of $1.0 million that were issued at closing, (c) $3.3 million of which half will be paid at the ~~gross assets acquired (or disposed of)~~end of 12 months after closing and half 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 over a four-year period payable in cash and/or shares at net2phone 2.0, Inc.’s discretion.

On March 1, 2022, the Company’s subsidiary, IDT International Telecom, Inc., purchased all of the outstanding shares of Leaf Global Fintech Corporation (“Leaf”) for up to $6.05 million. Leaf is ~~concentrated~~a provider of digital wallet services in emerging markets currently serving unbanked customers in Rwanda, Uganda, and Kenya. The Leaf wallet is a ~~single identifiable asset~~mobile platform available on both smartphones and non-smartphones through an app or by utilizing a ~~group~~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 purchase price is comprised of ~~similar identifiable assets,~~(a) $0.5 million paid in cash at the ~~set is not~~closing, (b) a business. This screen reduces the number of transactions that need to be further evaluated. If the screen is not met, the amendments in this ASU (1) require that to be considered a business, a set must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create output and (2) remove the evaluation of whether a market participant could replace missing elements. The amendments provide a framework to assist entities in evaluating whether both an input and a substantive process are present. The framework includes two sets of criteria to consider that depend on whether a set has outputs. Although outputs are not requiredworking capital adjustment for a ~~set~~maximum of $50,000, and (c) contingent consideration of up to be$5.5 million based on annual gross profit over a business, outputs generally are a key element of a business; therefore, the FASB has developed more stringent criteria for sets without outputs. Lastly, the ASU narrows the definition of the term output. The Company will adopt the amendments in this ASU on August 1, 2018. The Company is evaluating the impact that the new standard will have on its consolidated financial statements.five-year period.

In May 2017, the FASB issued an ASU to provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. Pursuant to this ASU, an entity should account for the effects of a modification unless all the following are met: (1) the fair value (or calculated value or intrinsic value, if such an alternative measurement method is used) of the modified award is the same as the fair value (or calculated value or intrinsic value, if such an alternative measurement method is used) of the original award immediately before the original award is modified (if the modification does not affect any of the inputs to the valuation technique that the entity uses to value the award, the entity is not required to estimate the value immediately before and after the modification); (2) the vesting conditions of the modified award are the same as the vesting conditions of the original award immediately before the original award is modified; and (3) the classification of the modified award as an equity instrument or a liability instrument is the same as the classification of the original award immediately before the original award is modified. The Company will adopt the amendments in this ASU prospectively to an award modified on or after on August 1, 2018. The Company is evaluating the impact that the new standard will have on its consolidated financial statements.

In August 2017, the FASB issued an ASU intended to improve the financial reporting of hedging relationships to better portray the economic results of an entity’s risk management activities in its financial statements. In addition, the ASU includes certain targeted improvements to simplify the application of hedge accounting guidance in U.S. GAAP. The amendments in this ASU are effective for the Company on August 1, 2019. Early application is permitted. Entities will apply the amendments to cash flow and net investment hedge relationships that exist on the date of adoption using a modified retrospective approach. The presentation and disclosure requirements will be applied prospectively. The Company is evaluating the impact that this ASU will have on its consolidated financial statements.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following information should be read in conjunction with the accompanying consolidated financial statements and the associated notes thereto of this Quarterly Report, and the audited consolidated financial statements and the notes thereto and our Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the fiscal year ended July 31, ~~2017,~~2021, as filed with the U.S. Securities and Exchange Commission (or SEC).

As used below, unless the context otherwise requires, the terms “the Company,” “IDT,” “we,” “us,” and “our” refer to IDT Corporation, a Delaware corporation, its predecessor, International Discount Telecommunications, Corp., a New York corporation, and their subsidiaries, collectively.

Forward-Looking Statements

This Quarterly Report on Form 10-Q 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 II “Risk Factors” in this Quarterly Report and under Item 1A to Part I “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended July 31, ~~2017.~~2021. The forward-looking statements are made as of the date of this 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 SEC pursuant to the Securities Act of 1933 and the Securities Exchange Act of 1934, including our Annual Report on Form 10-K for the fiscal year ended July 31, ~~2017.~~2021.

~~Overview~~

We are a multinational holding company with operations primarily in the telecommunications and payment industries. We have two reportable business segments, Telecom Platform Services and net2phone-Unified Communications as a Service, or net2phone-UCaaS (formerly known as UCaaS). The Telecom Platform Services segment provides retail telecommunications and payment offerings as well as wholesale international long distance traffic termination. The net2phone-UCaaS segment is comprised of (1) cable telephony, (2) cloud-based private branch exchange, or PBX, services offered to enterprise customers exclusively through value-added resellers, service providers, telecom agents and managed service providers, (3) Session Initiation Protocol, or SIP, trunking, which supports inbound and outbound domestic and international calling from an IP PBX, and (4) PicuP, a highly-automated business phone service that answers, routes and manages voice calls. Telecom Platform Services and net2phone-UCaaS comprise our IDT Telecom division. Operating segments not reportable individually are included in All Other. All Other includes our real estate holdings and other smaller businesses.

Since our inception, we have derived the majority of our revenues and operating expenses from IDT Telecom’s businesses. IDT Telecom’s revenues represented 99.8% and 99.9% of our total revenues in the six months ended January 31, 2018 and 2017, respectively.

On or about March 26, 2018, we expect to spin-off our subsidiary Rafael Holdings, Inc., or RHI, to our stockholders, so that RHI will be a separate publicly traded company. Approval of the spin-off by our stockholders is not required. Our Board of Directors believes that the spin-off will allow RHI to better focus on its strategic mission and that its potential can be better realized as an independent entity. The spin-off of RHI will occur by way of a pro rata distribution of RHI’s capital stock to our stockholders. On the distribution date, each of our stockholders as of the record date for the distribution of March 13, 2018 will receive one share of RHI Class A common stock for every two shares of our Class A common stock and one share of RHI Class B common stock for every two shares of our Class B common stock. Completion of the RHI spin-off is subject to receipt of a favorable opinion as to the spin-off’s tax-free status.

RHI owns the commercial real estate assets held by us and interests in two clinical stage pharmaceutical companies. The commercial real estate holdings consist of our headquarters building and its associated public garage in Newark, New Jersey, an office/data center building in Piscataway, New Jersey and a portion of a building in Israel that hosts offices for us and certain affiliates. The pharmaceutical holdings include debt interests and warrants in Rafael Pharmaceuticals, Inc., or Rafael Pharma, which is a clinical stage, oncology-focused pharmaceutical company committed to the development and commercialization of therapies that exploit the metabolic differences between normal cells and cancer cells, and a majority equity interest in Lipomedix Pharmaceuticals Ltd., or Lipomedix, a pharmaceutical development company based in Israel. In addition, prior to the spin-off, we intend to transfer assets to RHI such that, at the time of the spin-off, RHI will have approximately $44 million in cash, cash equivalents, and marketable securities, plus $6 million in hedge fund and other investments.

~~Critical Accounting Policies~~

Our consolidated financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America, or U.S. GAAP. Our significant accounting policies are described in Note 1 to the consolidated financial statements included in our Annual Report on Form 10-K for fiscal 2017. The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses as well as the disclosure of contingent assets and liabilities. Critical accounting policies are those that require application of management’s most subjective or complex judgments, often as a result of matters that are inherently uncertain and may change in subsequent periods. Our critical accounting policies include those related to the allowance for doubtful accounts, goodwill, valuation of long-lived and intangible assets, income taxes and regulatory agency fees, and IDT Telecom direct cost of revenues—disputed amounts. 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. For additional discussion of our critical accounting policies, see our Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for fiscal 2017.

Recently Issued Accounting Standard Not Yet Adopted

In ~~May 2014,~~June 2016, the Financial Accounting Standards Board ~~or FASB, and the International~~issued Accounting Standards ~~Board jointly issued a comprehensive new revenue recognition standard that will supersede most~~Update No. 2016-13, Financial Instruments—Credit Losses (Topic 326), Measurement of ~~the current revenue recognition guidance under U.S. GAAP and International~~Credit Losses on Financial Reporting Standards, or IFRS. The goals of the revenue recognition project were to clarify and converge the revenue recognition principles under U.S. GAAP and IFRS and to develop guidance that would streamline and enhance revenue recognition requirements. Entities have the option of using either a full retrospective or modified retrospective approach for the adoption of the standard. We expect to adopt this standard on August 1, 2018 using the modified retrospective approach. We have identified our main revenue streams, which include Boss Revolution PIN-less international calling revenue, wholesale carrier services revenue, and domestic and international airtime top-up revenue. We are currently reviewing contracts and other relevant documents related to our wholesale carrier services revenue to determine how to apply the new standard to this revenue stream. We expect to continue our review and evaluation for our other revenue streams in fiscal 2018. Currently, we cannot reasonably estimate the impact that the adoption of the standard will have on our consolidated financial statements.

In January 2016, the FASB issued an ASU to provide more information about recognition, measurement, presentation and disclosure of financial instruments. The amendments in the ASU include, among other changes, the following: (1) equity investments (except those accounted for under the equity method or that result in consolidation) will be measured at fair value with changes in fair value recognized in net income, (2) a qualitative assessment each reporting period to identify impairment of equity investments without readily determinable fair values, (3) financial assets and financial liabilities will be presented separately by measurement category and form of financial asset on the balance sheet or the notes to the financial statements, and (4) an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with the entity’s other deferred tax assets. Entities will no longer be able to recognize unrealized holding gains and losses on equity securities classified as available-for-sale in other comprehensive income. In addition, a practicability exception will be available for equity investments that do not have readily determinable fair values and do not qualify for the net asset value practical expedient. These investments may be measured 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. Entities will have to reassess at each reporting period whether an investment qualifies for this practicability exception. We will adopt the amendments in this ASU on August 1, 2018. We are evaluating the impact that the ASU will have on our consolidated financial statements.

In February 2016, the FASB issued an ASU related to the accounting for leases. The new standard establishes a right-of-use, or ROU, model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. We will adopt the new standard on August 1, 2019. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. We are evaluating the impact that the new standard will have on our consolidated financial statements.

~~In June 2016, the FASB issued an ASU~~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 ~~“expected loss”~~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, ~~2020.~~2023. We are evaluating the impact that the new standard will have on our consolidated financial statements.

In November 2016, the FASB issued an ASU that includes specific guidance on the classification and presentation of changes in restricted cash and cash equivalents in the statement of cash flows. The amendments in this ASU require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Amounts generally described as restricted cash or restricted cash equivalents will be included with cash and cash equivalents when reconciling the beginning of the period and end of the period total amounts shown on the statement of cash flows. The ASU will be applied using a retrospective transition method to each period presented. We will adopt the amendments in this ASU on August 1, 2018. The adoption will impact our beginning of the period and end of the period cash and cash equivalents balance in our statement of cash flows, as well as our net cash provided by operating activities.

In January 2017, the FASB issued an ASU to clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. Under the current guidance, there are three elements of a business—inputs, processes, and outputs. While an integrated set of assets and activities (collectively referred to as a “set”) that is a business usually has outputs, outputs are not required to be present. In addition, all the inputs and processes that a seller uses in operating a set are not required if market participants can acquire the set and continue to produce outputs, for example, by integrating the acquired set with their own inputs and processes. The amendments in this ASU provide a screen to determine when a set is not a business. The screen requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. This screen reduces the number of transactions that need to be further evaluated. If the screen is not met, the amendments in this ASU (1) require that to be considered a business, a set must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create output and (2) remove the evaluation of whether a market participant could replace missing elements. The amendments provide a framework to assist entities in evaluating whether both an input and a substantive process are present. The framework includes two sets of criteria to consider that depend on whether a set has outputs. Although outputs are not required for a set to be a business, outputs generally are a key element of a business; therefore, the FASB has developed more stringent criteria for sets without outputs. Lastly, the ASU narrows the definition of the term output. We will adopt the amendments in this ASU on August 1, 2018. We are evaluating the impact that the new standard will have on our consolidated financial statements.

In May 2017, the FASB issued an ASU to provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. Pursuant to this ASU, an entity should account for the effects of a modification unless all the following are met: (1) the fair value (or calculated value or intrinsic value, if such an alternative measurement method is used) of the modified award is the same as the fair value (or calculated value or intrinsic value, if such an alternative measurement method is used) of the original award immediately before the original award is modified (if the modification does not affect any of the inputs to the valuation technique that the entity uses to value the award, the entity is not required to estimate the value immediately before and after the modification); (2) the vesting conditions of the modified award are the same as the vesting conditions of the original award immediately before the original award is modified; and (3) the classification of the modified award as an equity instrument or a liability instrument is the same as the classification of the original award immediately before the original award is modified. We will adopt the amendments in this ASU prospectively to an award modified on or after on August 1, 2018. We are evaluating the impact that the new standard will have on our consolidated financial statements.

In August 2017, the FASB issued an ASU intended to improve the financial reporting of hedging relationships to better portray the economic results of an entity’s risk management activities in its financial statements. In addition, the ASU includes certain targeted improvements to simplify the application of hedge accounting guidance in U.S. GAAP. The amendments in this ASU are effective for us on August 1, 2019. Early application is permitted. Entities will apply the amendments to cash flow and net investment hedge relationships that exist on the date of adoption using a modified retrospective approach. The presentation and disclosure requirements will be applied prospectively. We are evaluating the impact that this ASU will have on our consolidated financial statements.

Results of Operations

~~Three and Six Months Ended January 31, 2018 Compared to Three and Six Months Ended January 31, 2017~~

We evaluate the performance of our ~~operating~~ 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-time basis. Our salespeople, customer service employees, technicians, and delivery employees continue to serve our independent retailers, channel partners, and customers with minimal interruption.

COVID-19 has had mixed financial impacts on our businesses beginning in the third quarter of fiscal 2020 and continuing through the second quarter of fiscal 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. 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 in the first and second quarters of fiscal 2022 compared to the similar periods in fiscal 2021. National Retail Solutions, or 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 are 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’ 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.

~~Telecom Platform Services Segment~~

~~Beginning~~At the onset of COVID-19, the transition from offices to a more flexible workforce increased the demand for net2phone-UCaaS’ offerings. Customers transitioned from their on-premises phone system to net2phone-UCaaS’ cloud solution, ported their phone numbers, and quickly set-up their employees to work remotely. In April 2020, the release of Huddle, net2phone-UCaaS’ integrated video conferencing solution, significantly improved net2phone-UCaaS’ functionality for remote work, which also increased the demand for its services. COVID-19 had mixed financial impacts on net2phone-UCaaS’ 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. However, Latin American sales rebounded in the first quarter of fiscal ~~2018,~~2021 and sales have remained strong in its United States and Canadian markets. In the ~~Telecom Platform Services segment includes Consumer Phone Services, which was previously reported~~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 Quarterly 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 January 31, 2022 will be sufficient to meet our anticipated working capital and capital expenditure requirements during the twelve month period ending January 31, 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.

Explanation of Performance Metrics

Our results of operations discussion include the following performance metrics: active point of sale, or POS, terminals, payment processing accounts, direct cost of revenues as a ~~separate segment. Consumer Phone Services provides consumer local~~percentage of revenues, seats, subscription revenue, and ~~long distance services~~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 ~~certain U.S. states. Comparative results~~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 ~~reclassified~~approved but not activated. NRS uses these two metrics in its analysis of revenue trends and ~~restated~~comparisons between periods.

Direct cost of revenues as ~~if Consumer Phone Services was included~~a percentage of revenues is a financial metric that measures changes in ~~Telecom Platform Services~~our direct cost of revenues relative to changes in ~~all~~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’ cloud communications offering is priced on a per-seat basis. The number of seats served and subscription revenue trends and comparisons between periods ~~presented.~~are used in the analysis of net2phone-UCaaS’ revenues and direct cost of revenues.

~~Telecom Platform Services,~~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’ 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.

Three and Six Months Ended January 31, 2022 Compared to Three and Six Months Ended January 31, 2021

Fintech Segment

Fintech, which represented ~~97.8%~~6.9% and ~~97.9%~~5.4% of our total revenues in the three months ended January 31, 2022 and 2021, respectively, and 6.5% and 5.7% of our total revenues in the six months ended January 31, ~~2018~~2022 and ~~2017,~~2021, respectively, ~~markets~~is comprised of BOSS Revolution Money Transfer, a provider of international money remittance and ~~distributes multiple communications~~related value/payment transfer services, and NRS, an operator of a nationwide POS network providing payment ~~services across three broad business verticals:~~processing, digital advertising, transaction data, and ancillary services.

●

~~Retail Communications provides international long-distance calling products primarily to foreign-born communities worldwide, with its core markets in the United States;~~

●

Wholesale Carrier Services is a global telecom carrier, terminating international long distance calls around the world for Tier 1 fixed line and mobile network operators, as well as other service providers; and

●

~~Payment Services provides payment offerings, including international and domestic airtime top-up and international money transfer.~~

	Three months ended January 31,						Change						Six months ended January 31,					Change
	2022			2021			$			%			2022			2021		$			%
	(in millions)
Revenues:
BOSS Revolution Money Transfer	$	12.5		$	13.3		$	(0.8	)		(6.2	)%	$	25.0		$	28.4	$	(3.4	)		(12.2	)%
National Retail Solutions		10.6			5.2			5.4			103.6			20.7			10.2		10.5			103.9
Total revenues		23.1			18.5			4.6			24.8			45.7			38.6		7.1			18.3
Direct cost of revenues		7.3			6.5			0.8			12.9			14.6			12.7		1.9			14.8
Selling, general and administrative		15.4			11.8			3.6			29.5			30.1			22.2		7.9			35.8
Depreciation and amortization		0.6			0.4			0.2			42.0			1.2			0.8		0.4			42.9
(Loss) income from operations	$	(0.2	)	$	(0.2	)	$	—			29.9	%	$	(0.2	)	$	2.9	$	(3.1	)		(107.6	)%

Three months ended
January 31, Change Six months ended
January 31, Change
2018 2017 $ % 2018 2017 $ %
(in millions)
Revenues $ 387.1 $ 359.9 $ 27.2 7.5 % $ 772.1 $ 721.4 $ 50.7 7.0 %
Direct cost of revenues 334.6 308.0 26.6 8.6 668.6 617.7 50.9 8.2
Selling, general and administrative 43.6 40.7 2.9 6.8 85.7 81.8 3.9 4.7
Depreciation 4.1 4.0 0.1 3.5 8.1 8.2 (0.1 ) (0.7 )
Severance 0.2 — 0.2 nm 0.6 — 0.6 nm
Income from operations $ 4.6 $ 7.2 $ (2.6 ) (36.2 )% $ 9.1 $ 13.7 $ (4.6 ) (33.4 )%

~~nm—not meaningful~~

Revenues. ~~Telecom Platform Services’ revenues, minutes of use and average revenue per minute for the three months ended January 31, 2018 and 2016 consisted of the following:~~

Three months ended
January 31,

Change

Six months ended
January 31,

Change

2018

2017

$/#

%

2018

2017

$/#

%

(in millions, except revenue per minute)
Telecom Platform Services Revenues
Retail Communications $ 145.2 $ 154.6 $ (9.4 ) (6.1 )% $ 291.4 $ 313.1 $ (21.7 ) (6.9 )%
Wholesale Carrier Services 172.5 145.8 26.7 18.3 343.0 289.1 53.9 18.6
Payment Services 69.4 59.5 9.9 16.5 137.7 119.2 18.5 15.5
Total Telecom Platform Services revenues $ 387.1 $ 359.9 $ 27.2 7.5 % $ 772.1 $ 721.4 $ 50.7 7.0 %
Minutes of use
Retail Communications 1,416 1,708 (292 ) (17.1 )% 2,889 3,537 (648 ) (18.3 )%
Wholesale Carrier Services 5,385 5,057 328 6.5 10,601 9,405 1,196 12.7
Total minutes of use 6,801 6,765 36 0.5 % 13,490 12,942 548 4.2 %
Average revenue per minute
Retail Communications $ 0.1026 $ 0.0905 $ 0.0121 13.3 % $ 0.1009 $ 0.0885 $ 0.0124 14.0 %
Wholesale Carrier Services 0.0320 0.0288 0.0032 11.1 0.0324 0.0307 0.0017 5.2

~~Retail Communications’ revenue~~Revenues from BOSS Revolution Money Transfer decreased ~~6.1% and 6.9%~~ in the three and six months ended January 31, ~~2018, respectively,~~2022 compared to the similar periods in fiscal ~~2017, and Retail Communications’ minutes of use decreased 17.1% and 18.3%~~2021 primarily because the significant benefit from transient foreign exchange market conditions that materially improved BOSS Revolution Money Transfer’s revenues in the three and six months ended January 31, ~~2018, respectively, compared to the similar periods~~2021 ceased by January 31, 2021. The revenue declines were partially offset by revenue from increased transaction volume in fiscal 2017. The decrease in Retail Communications’ revenues and minutes of use was primarily due to increased competition from wireless network operators, mobile virtual network operators and alternative communications solutions such as over-the-top voice and messaging services. Revenue from our BossBOSS Revolution ~~international calling service, which is Retail Communications’ most significant offering, declined 4.2% and 4.8%~~Money Transfer’s digital channel in the three and six months ended January 31, ~~2018, respectively,~~2022 compared to the similar periods in fiscal 2017, and Boss Revolution’s minutes of use declined 14.1% and 15.3% in the three and six months ended January 31, 2018, respectively, compared to the similar periods in fiscal 2017. In addition, the decrease in Retail Communications’ revenue and minutes of use in the three and six months ended January 31, 2018 compared to the similar periods in fiscal 2017 was due to continuing declines in Europe, South America and Asia, and continuing declines2021.

Revenues from traditional disposable calling cards in the U.S. Retail Communications’ revenue comprised 37.8% and 43.4% of Telecom Platform Services’ revenue in the six months ended January 31, 2018 and 2017, respectively.

Wholesale Carrier Services’ revenue increased 18.3% and 18.6% in the three and six months ended January 31, 2018, respectively, compared to the similar periods in fiscal 2017, and Wholesale Carrier Services’ minutes of use increased 6.5% and 12.7% in the three and six months ended January 31, 2018, respectively, compared to the similar periods in fiscal 2017, due to an increase in traditional carrier minutes of use and revenues. Wholesale Carrier Services’ revenue comprised 44.4% and 40.1% of Telecom Platform Services’ revenue in the six months ended January 31, 2018 and 2017, respectively.

Payment Services’ revenue increased 16.5% and 15.5% in the three and six months ended January 31, 2018, respectively, compared to the similar periods in fiscal 2017 due to increases in revenue from our international and domestic airtime top-up service, our international money transfer service (specifically transactions originating from our direct to consumer channels), and our National Retail Solutions point-of-sale terminal business. The increase in revenues from airtime top-up in the three and six months ended January 31, 2018 compared to the similar periods in fiscal 2017 reflected growth from new mobile partners and diversification of airtime top-up offerings. We have money transmitter licenses in 47 of the 49 states that require such a license, as well as in Puerto Rico and Washington, D.C. Future growth in Payment Services is expected from the Boss Revolution Money app that features international money transfers, airtime top-up and electronic gift cards. National Retail Solutions is also expected to continue expanding. Payment Services’ revenue comprised 17.8% and 16.5% of Telecom Platform Services’ revenue in the six months ended January 31, 2018 and 2017, respectively.

Three months ended
January 31, Six months ended
January 31,
2018 2017 Change 2018 2017 Change
Telecom Platform Services
Direct cost of revenues as a percentage of revenues 86.5 % 85.6 % 0.9 % 86.6 % 85.6 % 1.0 %

~~Direct Cost of Revenues~~~~. Direct cost of revenues in Telecom Platform Services~~NRS increased in the three and six months ended January 31, ~~2018~~2022 compared to the similar periods in fiscal ~~2017 mainly due~~2021 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 other revenue, which includes payment processing services, increased 144% to $3.8 million in the ~~6.5%~~three months ended January 31, 2022 from $1.6 million in the three months ended January 31, 2021, and ~~12.7% increase~~increased 145% to $6.9 million in ~~Wholesale Carrier Services’ minutes~~the six months ended January 31, 2022 from $2.8 million in the six months ended January 31, 2021. Advertising and data revenue increased 114% to $3.9 million in the three months ended January 31, 2022 from $1.8 million in the three months ended January 31, 2021, and increased 122% to $8.2 million in the six months ended January 31, 2022 from $3.7 million in the six months ended January 31, 2021. Active POS terminals increased 37% to 16,500 at January 31, 2022 from 12,000 at January 31, 2021. Payment processing accounts increased 105% to 8,000 at January 31, 2022 from 3,900 at January 31, 2021.

Direct Cost of ~~use~~Revenues. BOSS Revolution Money Transfer’s direct cost of revenues increased in the three and six months ended January 31, ~~2018, respectively,~~2022 compared to the similar periods in fiscal ~~2017.~~ 2021 due to increased direct cost of revenues in its retailer channel. NRS’ direct cost of revenues increased in the three and six months ended January 31, 2022 compared to the similar periods in fiscal 2021 primarily due to the increase in its revenues.

	Three months ended January 31,									Six months ended January 31,
	2022			2021			Change			2022			2021			Change

Direct cost of revenues as a percentage of revenues		31.7	%		35.0	%		(3.3	)%		31.9	%		32.9	%		(1.0	)%

Direct cost of revenues as a percentage of revenues ~~in Telecom Platform Services increased 90~~decreased 330 and 100 basis points in the three and six months ended January 31, ~~2018,~~2022, respectively, compared to the similar periods in fiscal ~~2017 primarily due to a shift in the revenue mix within our Telecom Platform Services segment towards Wholesale Carrier Services, which typically exhibits higher~~2021 because NRS’ direct cost of revenues as a percentage of revenues ~~than our Retail Communications’ offerings.~~

~~Selling, General and Administrative~~. Selling, general and administrative expense in our Telecom Platform Services segment increased in the three months ended January 31, 2018 compared to the similar period in fiscal 2017 primarily due to increases in employee compensation and credit card charges. Selling, general and administrative expense in our Telecom Platform Services segment increased in the six months ended January 31, 2018 compared to the similar period in fiscal 2017 primarily due to increases in employee compensation and credit card charges, partially offset by a decrease in marketing expense. The increase in credit card charges relates to increases in Boss Revolution and international money transfer direct to consumer transactions. As a percentage of Telecom Platform Services’ revenue, Telecom Platform Services’ selling, general and administrative expense decreased to 11.2% from 11.3% in the three months ended January 31, 2018 and 2017, respectively, and decreased to 11.1% from 11.3% in the six months ended January 31, 2018 and 2017, respectively.

~~Depreciation and Amortization.~~ Depreciation and amortization expense increased 3.5% in the three months ended January 31, 2018 compared to the similar period in fiscal 2017, and was substantially unchanged in the six months ended January 31, 2018 compared to the similar period in fiscal 2017. Depreciation and amortization expense increased due to increases in depreciation of capitalized costs of consultants and employees developing internal use software.

~~Severance.~~ ~~In the three and six months ended January 31, 2018, Telecom Platform Services completed an adjustment to its workforce and incurred severance expense of $0.2 million and $0.6 million, respectively.~~

~~net2phone-UCaaS Segment~~

Three months ended
January 31, Change Six months ended
January 31, Change
2018 2017 $ % 2018 2017 $ %
(in millions)
Revenues $ 8.3 $ 7.1 $ 1.2 16.2 % $ 16.1 $ 14.3 $ 1.8 12.7 %
Direct cost of revenues 2.6 2.9 (0.3 ) (10.7 ) 5.1 6.2 (1.1 ) (17.7 )
Selling, general and administrative 5.3 3.8 1.5 40.0 10.0 7.1 2.9 41.0
Depreciation 1.2 0.9 0.3 31.4 2.5 1.6 0.9 51.5
Loss from operations $ (0.8 ) $ (0.5 ) $ (0.3 ) (70.3 )% $ (1.5 ) $ (0.6 ) $ (0.9 ) (129.3 )%

~~Revenues.~~ net2phone-UCaaS’ revenue increased 16.2% and 12.7% in the three and six months ended January 31, 2018, respectively, compared to the similar periods in fiscal 2017 primarily due to continued growth from its cloud-based communications offering – both in the U.S. and in South America. In light of the strong growth in the cloud-based communications offering in Argentina and Brazil, net2phone-UCaaS anticipates additional international expansion in South America and Asia in fiscal 2018.

Three months ended
January 31, Six months ended
January 31,
2018 2017 Change 2018 2017 Change
net2phone-UCaaS
Direct cost of revenues as a percentage of revenues 31.5 % 41.0 % (9.5 )% 31.8 % 43.5 % (11.7 )%

~~Direct Cost of Revenues~~~~. Direct cost of revenues in net2phone-UCaaS~~ decreased in the three and six months ended January 31, ~~2018~~2022 compared to the similar periods in fiscal 2017 primarily because of a decrease in the direct cost of revenues in cable telephony service, partially offset by an increase in the direct cost of revenues of cloud-based communications. Direct cost of revenues as a percentage of revenues in net2phone-UCaaS decreased 950 and 1,170 basis points in the three and six months ended January 31, 2018, respectively, compared to the similar periods in fiscal 2017 primarily because of the decrease in the direct cost of revenues in cable telephony service, as well as decreases in2021, although BOSS Revolution Money Transfer’s direct cost of revenues as a percentage of revenues ~~in cloud-based communications and SIP trunking.~~

~~Selling, General and Administrative~~~~. Selling, general and administrative expense in our net2phone-UCaaS segment~~ increased in the three and six months ended January 31, ~~2018~~2022 compared to the similar periods in fiscal 2017 due to an increase in employee compensation resulting from an increase in the number of sales and information technology employees. We increased employees and compensation in our net2phone-UCaaS segment as we invested in the growth of net2phone-UCaaS’ lines of business.2021.

~~Depreciation.~~ The increase in depreciation expense in the net2phone-UCaaS segment in the three and six months ended January 31, 2018 compared to the similar periods in fiscal 2017 was due to increases in depreciation of capitalized costs of consultants and employees developing internal use software to support our new products.

~~All Other~~

~~Currently, operating segments not reportable individually are included in All Other.~~

Three months ended
January 31, Change Six months ended
January 31, Change
2018 2017 $ % 2018 2017 $ %
(in millions)
Revenues $ 0.5 $ 0.5 $ — 5.8 % $ 1.2 $ 1.0 $ 0.2 23.0 %
Direct cost of revenues — — — — — — — —
Selling, general and administrative 1.1 — 1.1 nm 2.0 — 2.0 nm
Depreciation 0.4 0.4 — 3.4 0.8 0.8 — 3.2
(Loss) income from operations $ (1.0 ) $ 0.1 $ (1.1 ) nm $ (1.6 ) $ 0.2 $ (1.8 ) nm

~~nm—not meaningful~~

~~Revenues.~~In April 2016, we entered into two leases with tenants for space in our headquarters building at 520 Broad Street, Newark, New Jersey. One lease is for a portion of the sixth floor for an eleven-year term, of which the first six years are non-cancellable. The other lease is for a portion of the ground floor and basement for a term of ten years and seven months. The tenant under this lease has the right to extend the term for three consecutive periods of five years each. Rental income from the first lease commenced in December 2016, and rental income from the second lease commenced in March 2017. In addition, in April 2017, we entered into a third lease for another portion of the ground floor for a term of ten years, four months. Rental income from the third lease commenced in March 2018.

Selling, General and Administrative. Selling, general and administrative expense increased in the three and six months ended January 31, ~~2018~~2022 compared to the similar periods in fiscal ~~2017~~2021 primarily due to increases in ~~expenses related to RHI, including Lipomedix,~~employee compensation, sales commissions, and debit and credit card processing charges, partially offset by decreases in marketing expense. The increase in card processing charges was the result of increased credit and debit card transactions through our ~~commercial real estate. We began consolidating Lipomedix in November 2017 after we purchased additional shares~~BOSS Revolution Money app and ~~increased our ownership to 50.6%~~other digital channels. As a percentage of ~~the issued and outstanding ordinary shares of Lipomedix. Selling,~~Fintech’s revenue, Fintech’s selling, general and administrative expense ~~of Lipomedix~~increased to 66.4% from 64.0% in the three months ended January 31, 2022 and 2021, respectively, and increased to 66.0% from 57.5% in the six months ended January 31, 2022 and 2021, respectively.

Depreciation and Amortization. Depreciation and amortization expense increased in the three and six months ended January 31, ~~2018~~2022 compared to the similar periods in fiscal 2020 primarily due to increased depreciation of capitalized costs of consultants and employees developing internal use software and increased depreciation of NRS’ POS equipment.

net2phone-UCaaS Segment

The net2phone-UCaaS segment, which represented 4.0% and 3.2% of our total revenues in the three months ended January 31, 2022 and 2021, respectively, and 3.7% and 3.0% of our total revenues in the six months ended January 31, 2022 and 2021, respectively, is comprised of net2phone’s cloud communications offerings.

	Three months ended January 31,						Change					Six months ended January 31,						Change
	2022			2021			$		%			2022			2021			$		%
	(in millions)
Revenues	$	13.5		$	10.9		$	2.6		24.6	%	$	26.4		$	20.6		$	5.8		28.6	%
Direct cost of revenues		(2.4	)		(2.1	)		0.3		18.3			(4.8	)		(4.1	)		0.7		18.6
Selling, general and administrative		(13.0	)		(11.2	)		1.8		16.4			(26.4	)		(21.6	)		4.8		21.9
Depreciation and amortization		(1.3	)		(1.2	)		0.1		5.2			(2.6	)		(2.3	)		0.3		13.3
Other operating gain (expense), net		0.3			(0.1	)		0.4		393.2			0.3			(0.1	)		0.4		393.2

Loss from operations	$	(2.9	)	$	(3.7	)	$	0.8		21.7	%	$	(7.1	)	$	(7.5	)	$	0.4		6.4	%

Revenues. net2phone-UCaaS’s revenues increased in the three and six months ended January 31, 2022 compared to the similar periods in fiscal 2021 driven primarily by growth in the United States, although revenue increased in all net2phone-UCaaS regions. Seats served increased 35% to 258,000 at January 31, 2022 from 190,000 at January 31, 2021. Subscription revenue increased 32% to $12.5 million in the three months ended January 31, 2022 from $9.5 million in the three months ended January 31, 2021, and increased 36% to $24.2 million in the six months ended January 31, 2022 from $17.8 million in the six months ended January 31, 2021, led by growth in both the South American and North American regions. In the first quarter of fiscal 2022, net2phone-UCaaS launched a HIPAA compliant program for certain of its communications and collaboration solutions and introduced net2phone Phone App for Teams. The app enables Microsoft Teams users to add voice capabilities into Teams environments without additional licenses.

Direct Cost of Revenues. Direct cost of revenues increased in the three and six months ended January 31, 2022 compared to the similar periods in fiscal 2021 primarily due to the increases in revenues, with the largest increase in Latin America.

	Three months ended January 31,									Six months ended January 31,
	2022			2021			Change			2022			2021			Change

Direct cost of revenues as a percentage of revenues		17.6	%		18.6	%		(1.0	)%		18.4	%		19.9	%		(1.5	)%

Direct cost of revenues as a percentage of revenues decreased 100 and 150 basis points in the three and six months ended January 31, 2022, respectively, compared to the similar periods in fiscal 2021 primarily because of decreases in the direct cost of revenues as a percentage of revenues in the United States. net2phone-UCaaS’ 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 the three and six months ended January 31, 2022 compared to the similar periods in fiscal 2021 primarily due to increases in employee compensation and sales commissions. As a percentage of net2phone-UCaaS’ revenues, net2phone-UCaaS’ selling, general and administrative expenses decreased to 96.4% from 103.1% in the three months ended January 31, 2022 and 2021, respectively, and decreased to 99.6% from 105.1% in the six months ended January 31, 2022 and 2021, respectively.

Depreciation and Amortization. The increases in depreciation and amortization expense in the three and six months ended January 31, 2022 compared to the similar periods in fiscal 2021 were due to increased depreciation of net2phone-UCaaS’ telephone equipment leased to customers and increased depreciation of capitalized costs of consultants and employees developing internal use software.

Other Operating Gain (Expense), net. In the three months ended January 31, 2022, we determined that the requirements for a contingent consideration payment related to an acquisition in December 2019 would not be met before the expiration date. net2phone-UCaaS recognized a gain of $0.3 million on the write-off of the contingent consideration. Other operating expense, net of $0.1 million in the three and six months ended January 31, 2021 was ~~$0.4 million.~~due to the settlement of a legal matter.

Traditional Communications Segment

The Traditional Communications segment, which represented 89.1% and 91.4% of our total revenues in the three months ended January 31, 2022 and 2021, respectively, and 89.8% and 91.3% of our total revenues in the six months ended January 31, 2022 and 2021, 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, a wholesale provider of international voice and SMS termination and outsourced traffic management solutions to telecoms worldwide. Traditional Communications also includes other smaller businesses, many in harvest mode.

Traditional Communications’ most significant revenue streams are from Mobile Top-Up, BOSS Revolution Calling, and Carrier Services. 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.

	Three months ended January 31,						Change						Six months ended January 31,						Change
	2022			2021			$/#			%			2022			2021			$/#			%
	(in millions)
Revenues:
Mobile Top-Up	$	116.2		$	96.6		$	19.6			20.4	%	$	244.7		$	192.4		$	52.3			27.2	%
BOSS Revolution Calling		100.0			113.9			(13.9	)		(12.2	)		205.9			231.2			(25.3	)		(11.0	)
Carrier Services		73.1			87.1			(14.0	)		(16.1	)		162.3			174.9			(12.6	)		(7.2	)
Other		11.1			12.8			(1.7	)		(12.9	)		22.1			25.5			(3.4	)		(13.3	)

Total revenues		300.4			310.4			(10.0	)		(3.2	)		635.0			624.0			11.0			1.8
Direct cost of revenues		(247.6	)		(260.7	)		(13.1	)		(5.0	)		(529.5	)		(525.5	)		4.0			0.8
Selling, general and administrative		(30.4	)		(29.3	)		1.1			3.9			(60.4	)		(58.5	)		1.9			3.2
Depreciation and amortization		(2.5	)		(2.8	)		(0.3	)		(11.7	)		(5.0	)		(5.8	)		(0.8	)		(13.6	)
Severance		—			(0.1	)		(0.1	)		(79.5	)		(0.1	)		(0.3	)		(0.2	)		(73.7	)
Other operating (expense) gain, net		—			1.6			(1.6	)		(100.8	)		—			1.1			(1.1	)		(103.7	)

Income from operations	$	19.9		$	19.1		$	0.8			3.8	%	$	40.0		$	35.0		$	5.0			14.3	%

Minutes of use:
BOSS Revolution Calling		758			898			(140	)		(15.5	)		1,562			1,825			(263	)		(14.4	)
Carrier Services		1,958			2,808			(850	)		(30.3	)		4,018			5,725			(1,707	)		(29.8	)

Revenues. Revenues from Mobile Top-Up increased in the three and six months ended January 31, 2022 compared to the similar periods in fiscal 2021 primarily from continued product expansion and growth in the business-to-business wholesale channel. The increase in business-to-business wholesale revenues resulted from an opportunity that began in the third quarter of fiscal 2021 but has since narrowed considerably. Revenues from the direct-to-consumer channel continued to increase, partially offset by a decrease in retail channel revenues. In addition, our acquisition, in December 2020, of Sochitel UK Ltd., a global hub and digital distribution platform for mobile top-up, electronic vouchers, and other value transfer services primarily in Africa, contributed to our increased penetration into the market in Africa.

Revenues and minutes of use from BOSS Revolution Calling decreased in the three and six months ended January 31, 2022 compared to the similar periods in fiscal 2021. In fiscal 2021, 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 in the three and six months ended January 31, 2022 compared to the similar periods in fiscal 2021. 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 Services decreased in the three and six months ended January 31, 2022 compared to the similar periods in fiscal 2021 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 Services 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 the three months ended January 31, 2022 compared to the similar period in fiscal 2021 primarily due to decreases in BOSS Revolution Calling’s and Carrier Services’ direct cost of revenues in the three months ended January 31, 2022 compared to the similar period in fiscal 2021 as a result of the decreases in revenues from those lines of business, partially offset by an increase in Mobile Top-Up’s direct cost of revenues in the three months ended January 31, 2022 compared to the similar period in fiscal 2021. Direct cost of revenues increased in the six months ended January 31, 2022 compared to the similar period in fiscal 2021 primarily due to an increase in Mobile Top-Up’s direct cost of revenues in the six months ended January 31, 2022 compared to the similar period in fiscal 2021 as a result of the increase in Mobile Top-Up’s revenues, partially offset by decreases in BOSS Revolution Calling’s and Carrier Services’ direct cost of revenues in the six months ended January 31, 2022 compared to the similar period in fiscal 2021.

	Three months ended January 31,									Six months ended January 31,
	2022			2021			Change			2022			2021			Change

Direct cost of revenues as a percentage of revenues		82.4	%		84.0	%		(1.6	)%		83.4	%		84.2	%		(0.8	)%

Direct cost of revenues as a percentage of revenues decreased 160 and 80 basis points in the three and six months ended January 31, 2022, respectively, compared to the similar periods in fiscal 2021 because of decreases in direct cost of revenues as a percentage of revenues in Mobile Top-Up, BOSS Revolution Calling, and Carrier Services in the three and six months ended January 31, 2022 compared to the similar periods in fiscal 2021. The decreases in direct cost of revenues as a percentage of revenues at 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 is expected to continue, which is expected to contribute to future reductions in direct cost of revenues as a percentage of revenues.

Selling, General and Administrative. Selling, general and administrative expense increased in the three and six months ended January 31, 2022 compared to the similar periods in fiscal 2021 primarily due to increases in employee compensation, debit and credit card processing charges, and consulting expense. As a percentage of Traditional Communications’ revenue, Traditional Communications’ selling, general and administrative expense increased to 10.1% from 9.4% in the three months ended January 31, 2022 and 2021, respectively, and to 9.5% from 9.4% in the six months ended January 31, 2022 and 2021, respectively.

Depreciation and Amortization. Depreciation and amortization expense decreased in the three and six months ended January 31, 2022 compared to the similar periods in fiscal 2021 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. In the three months ended January 31, 2022 and 2021, Traditional Communications incurred severance expense of $29,000 and $0.1 million, respectively, and in the six months ended January 31, 2022 and 2021, Traditional Communications incurred severance expense of $0.1 million and $0.3 million, respectively.

Other Operating (Expense) Gain, 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 $12,000 and $0.4 million in the three months ended January 31, 2022 and 2021, respectively, and $36,000 and $0.4 million in the six months ended January 31, 2022 and 2021, respectively. Other operating (expense) gain, net in the three and six months ended January 31, 2021 included $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 about 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. Other operating (expense) gain, net in the six months ended January 31, 2021 also included expense for a Carrier Services settlement of a claim for $0.6 million.

Corporate

	Three months ended January 31,				Change					Six months ended January 31,				Change
	2022		2021		$		%			2022		2021		$		%
	(in millions)
General and administrative	$	2.3	$	2.0	$	0.3		14.9	%	$	4.3	$	4.1	$	0.2		4.2	%
Other operating expense, net		0.7		0.3		0.4		136.2			0.8		0.1		0.7		nm
Loss from operations	$	3.0	$	2.3	$	0.7		31.0	%	$	5.1	$	4.2	$	0.9		23.0	%

Three months ended
January 31,

Change

Six months ended
January 31,

Change

2018

2017

$

%

2018

2017

$

%

(in millions)
General and administrative $ 2.4 $ 2.8 $ (0.4 ) (13.4 )% $ 4.8 $ 3.9 $ 0.9 23.7 %
Other operating expense 0.9 0.9 — 4.8 1.6 1.1 0.5 49.3

Loss from operations $ 3.3 $ 3.7 $ (0.4 ) (11.4 )% $ 6.4 $ 5.0 $ 1.4 29.9 %

nm—not meaningful

Corporate costs include compensation, consulting fees, treasury, ~~and accounts payable,~~ tax and accounting services, human resources, ~~and payroll,~~ 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, including, among others, facilities costs, charitable contributions and travel.~~expenses. Corporate does not generate any revenues, nor does it incur any direct cost of revenues.

General and Administrative. ~~The decrease in~~ Corporate general and administrative expense in the three months ended January 31, 2018 compared to the similar period in fiscal 2017 was primarily due to decreases in employee compensation and stock-based compensation expense, partially offset by an increase in legal fees. The increase in Corporate general and administrative expense in the six months ended January 31, 2018 compared to the similar period in fiscal 2017 was primarily due to increases in legal fees and employee compensation, partially offset by a decrease in stock-based compensation expense. As a percentage of our total consolidated revenues, Corporate general and administrative expense were 0.6% and 0.8% in the three months ended January 31, 2018 and 2017, respectively, and 0.6% and 0.5% in the six months ended January 31, 2018 and 2017, respectively.

~~Other Operating Expense~~. On July 31, 2013, we completed a pro rata distribution of the common stock of our former subsidiary Straight Path Communications Inc., or Straight Path, to our stockholders. In the three and six months ended January 31, 2018, we incurred legal fees of $0.2 million and $1.0 million, respectively, related to the Straight Path stockholders’ putative class action and derivative complaint. In addition,increased in the three and six months ended January 31, ~~2018, we incurred fees~~2022 compared to the similar periods in fiscal 2021 primarily because of ~~$0.6 million related to other legal matters. In~~increases in employee compensation. As a percentage of our consolidated revenues, Corporate general and administrative expense was 0.7% and 0.6% in the three months ended January 31, 2022 and 2021, respectively, and 0.6% and 0.6% in the six months ended January 31, ~~2017, we incurred legal fees of $0.9 million~~2022 and ~~$1.1 million, respectively, related to a letter of inquiry from the Federal Communications Commission, or FCC,~~2021, respectively.

Other Operating (Expense) Gain, net. As discussed in ~~connection with its investigation of potential license violations by Straight Path Spectrum LLC (a subsidiary of Straight Path and formerly a subsidiary of ours). (See~~ Note 1116 to the Consolidated Financial Statements included in Item 1 to Part I of ~~the~~this Quarterly Report, we (as well as other defendants) have been named in a pending putative class action on ~~Form 10-Q).~~behalf of the stockholders of our former subsidiary, Straight Path Communications Inc., or Straight Path, and a derivative complaint. We incurred legal fees of $2.7 million and $1.4 million in the three months ended January 31, 2022 and 2021, respectively, and $3.7 million and $1.7 million in the six months ended January 31, 2022 and 2021, respectively, related to this action. Also, we recorded offsetting gains from insurance claims for this matter of $2.0 million and $1.1 million in the three months ended January 31, 2022 and 2021, respectively, and $2.9 million and $1.7 million in the six months ended January 31, 2022 and 2021, respectively.

Consolidated

The following is a discussion of certain of our consolidated ~~stock-based compensation expense,~~expenses, and our consolidated income and expense line items below income from operations.

Related Party Lease Costs. We lease office and parking space in a building and parking garage located at 520 Broad Street, Newark, New Jersey that is owned by our former subsidiary, Rafael Holdings, Inc., or Rafael. We also lease office space in Israel from Rafael. The Newark lease expires in April 2025 and the Israel lease expires in July 2025. We incurred lease costs of $0.5 million in each of the three months ended January 31, 2022 and 2021, and $0.9 million in each of the six months ended January 31, 2022 and 2021, in connection with the Rafael 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 ~~$1.0~~$0.3 million and ~~$1.4~~$0.4 million in the three months ended January 31, ~~2018~~2022 and ~~2017,~~2021, respectively, and ~~$1.8~~$0.6 million and ~~$2.1~~$0.9 million in the six months ended January 31, ~~2018~~2022 and ~~2017,~~2021, respectively. The decrease in stock-based compensation expense in the three and six months ended January 31, 2022 compared to the similar periods in fiscal 2021 was primarily due to reductions in expense of deferred stock units granted in June 2019. At January 31, ~~2018,~~2022, unrecognized compensation cost related to non-vested stock-based compensation ~~including stock options and restricted stock,~~ was an aggregate of ~~$4.1~~$0.2 million. The unrecognized compensation cost is expected to be recognized over the remaining vesting period that ends in ~~2020.~~fiscal 2024.

Three months ended
January 31,

Change

Six months ended
January 31,

Change

2018
2017

$

%

2018

2017

$

%

(in millions)
(Loss) income from operations $ (0.5 ) $ 3.1 $ (3.6 ) (115.3 )% $ (0.4 ) $ 8.3 $ (8.7 ) (104.8 )%
Interest income, net 0.3 0.3 — (7.4 ) 0.6 0.6 — 6.4
Other income (expense), net 0.4 (0.4 ) 0.8 188.3 (0.4 ) 2.0 (2.4 ) (123.1 )
Benefit from (provision for) income taxes 1.5 (1.7 ) 3.2 186.0 0.1 12.7 (12.6 ) (99.2 )
Net income (loss) 1.7 1.3 0.4 34.4 (0.1 ) 23.6 (23.7 ) (100.5 )
Net income attributable to noncontrolling interests (0.2 ) (0.4 ) 0.2 54.5 (0.5 ) (0.8 ) 0.3 38.0
Net income (loss) attributable to IDT Corporation $ 1.5 $ 0.9 $ 0.6 73.3 % $ (0.6 ) $ 22.8 $ (23.4 ) (102.5 )%

	Three months ended January 31,						Change						Six months ended January 31,						Change
	2022			2021			$			%			2022			2021			$			%
	(in millions)
Income from operations	$	13.8		$	12.9		$	0.9			6.9	%	$	27.6		$	26.2		$	1.4			5.4	%
Interest income, net		0.1			0.1			—			(14.4	)		0.1			0.1			—			34.7
Other (expense) income, net		(2.9	)		3.2			(6.1	)		(193.0	)		(19.2	)		1.8			(21.0	)		nm
Provision for income taxes		(2.7	)		(3.0	)		0.3			9.7			(2.6	)		(6.5	)		3.9			58.9
Net income		8.3			13.2			(4.9	)		(37.5	)		5.9			21.6			(15.7	)		(72.7	)
Net (income) attributable to noncontrolling interests		(0.8	)		(0.1	)		(0.7	)		(686.6	)		(0.9	)		(0.2	)		(0.7	)		(300.0	)
Net income attributable to IDT Corporation	$	7.5		$	13.1		$	(5.6	)		(42.9	)%	$	5.0		$	21.4		$	(16.4	)		(76.6	)%

nm—not meaningful

Other (Expense) Income, ~~(Expense),~~ net. Other (expense) income, ~~(expense),~~ net consists of the following:

Three months ended
January 31,

Six months ended
January 31,

2018

2017

2018

2017

(in millions)
Foreign currency transaction gains (losses) $ 0.2 $ (0.7 ) $ (0.6 ) $ 1.3
Gain on sale of marketable securities — 0.3 — 0.3
Gain on investments 0.2 — 0.1 0.3
Other — — 0.1 0.1
Total other income (expense), net $ 0.4 $ (0.4 ) $ (0.4 ) $ 2.0

	Three months ended January 31,					Six months ended January 31,
	2022			2021		2022			2021
	(in millions)
Foreign currency transaction gains	$	0.8		$	1.9	$	0.6		$	1.5
Equity in the net loss of investee		(0.8	)		—		(1.4	)		—
(Losses) gains on investments		(2.9	)		1.3		(17.5	)		0.4
Other		—			—		(0.9	)		(0.1	)
Total other (expense) income, net	$	(2.9	)	$	3.2	$	(19.2	)	$	1.8

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 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. We account for this investment using the equity method since the series B and series C convertible preferred stock are in-substance common stock, and we can exercise significant influence over the operating and financial policies of the EMI. We determined that on the dates of the acquisitions, there were 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 our share of the EMI’s customer list on the dates of the acquisitions. These basis differences are being amortized over the 6-year estimated life of the customer list.

~~Benefit from (Provision for) Income Taxes.~~ ~~On December 22, 2017, the U.S. government enacted “An Act to Provide for Reconciliation Pursuant to Titles II and V of the Concurrent Resolution~~The net losses on the Budget for Fiscal Year 2018”, which is commonly referred to as “The Tax Cuts and Jobs Act”, or the Tax Act. The Tax Act provides for comprehensive tax legislation that reduces the U.S. federal statutory corporate tax rate from 35.0% to 21.0% effective January 1, 2018, requires companies to pay a one-time repatriation tax, or transition tax, on earnings of certain foreign subsidiaries that were previously tax deferred, and makes other changes to the U.S. income tax code. Due to our July 31 fiscal year-end, the lower corporate income tax rate is phased in, resulting in a blended U.S. federal statutory tax rate of approximately 26.9% for our fiscal year ending July 31, 2018, and 21.0% for our fiscal years thereafter.

~~On December 22, 2017, the SEC issued Staff Accounting Bulletin No. 118, or SAB 118, expressing its views regarding the FASB’s Accounting Standards Codification 740,~~~~Income Taxes~~, in the reporting period that includes the enactment date of the Tax Act. SAB 118 recognizes that a registrant’s review of certain income tax effects of the Tax Act may be incomplete at the time financial statements are issued for the reporting period that includes the enactment date, including interim periods therein. Specifically, SAB 118 allows a company to report provisional estimates in the reporting period that includes the enactment date if the company does not have the necessary information available, prepared, or fully analyzed for certain income tax effects of the Tax Act. The provisional estimates would be adjusted during a measurement period not to exceed 12 months from the enactment date of the Tax Act, at which time the accounting for the income tax effects of the Tax Act is required to be completed.

As of January 31, 2018, we had not completed our accounting for the income tax effects of the Tax Act; however, we had made a reasonable estimate of the effect on our existing AMT credit carryover. Because the AMT credit will be refundable if not utilized in the next four years, we reversed the valuation allowance that offset the AMT credit. As a result,investments in the three ~~months ended January 31, 2018, we recorded a noncurrent receivable~~ and an income tax benefit of $3.3 million for the anticipated refund. The reduction in the corporate tax rate is not expected to impact our results of operations or financial position in the foreseeable future because the income tax benefit from the reduced tax rate will be offset by the valuation allowance.

The transition tax is based on total post-1986 earnings and profits which were previously deferred from U.S. income taxes. We expect to utilize net operating loss carryforwards to offset any transition tax that we may incur. Therefore we did not record any provisional income tax expense for the transition tax for our foreign subsidiaries. At January 31, 2018, the undistributed earnings of our foreign subsidiaries continued to be permanently reinvested and we do not intend to repatriate any of the amounts. As a result, we have not provided for additional income or withholding taxes for the undistributed earnings or for any additional outside basis differences with respect to the foreign entities. We continue to review the anticipated impacts of the global intangible low taxed income, or GILTI, and base erosion anti-abuse tax, or BEAT, which are not effective until August 1, 2018. We have not recorded any impact associated with either GILTI or BEAT in the three months ended January 31, 2018.

We anticipate that our assumptions and estimates may change as a result of future guidance and interpretation from the Internal Revenue Service, the SEC, the FASB, and various other taxing jurisdictions. In particular, we anticipate that the U.S. state jurisdictions will continue to determine and announce their conformity or decoupling from the Tax Act, either in its entirety or with respect to specific provisions. Legislative and interpretive actions could result in adjustments to our provisional estimates when the accounting for the income tax effects of the Tax Act is completed. We will continue to evaluate the impact of the Tax Act on our financial statements, and will record the effect of any reasonable changes in our estimates or adjustments.

~~In the~~ six months ended January 31, ~~2017, we determined that our valuation allowance on the~~2022 included unrealized losses of ~~Elmion Netherlands B.V., or Elmion, a Netherlands subsidiary, was no longer required due to an internal reorganization that generated income~~$1.0 million and ~~a projection that~~$13.5 million, respectively, on shares of Rafael Class B common stock. The net gains on investments in the ~~income would continue. We recorded a benefit from income taxes of $16.6 million in the~~three and six months ended January 31, ~~2017 from the full recognition~~2021 included unrealized gains of ~~the Elmion deferred tax assets.~~$0.2 million and $0.3 million, respectively, on shares of Rafael Class B common stock.

Provision for Income Taxes.The ~~change~~decrease in income tax expense in the three and six months ended January 31, ~~2018~~2022 compared to the similar periods in fiscal ~~2017, excluding the benefits from income taxes in the three and six months ended January 31, 2018 and in the six months ended January 31, 2017,~~2021 was ~~generally~~primarily due to ~~the~~ differences in the ~~tax rates~~amount of taxable income in the ~~jurisdictions where the results were recorded.~~various taxing jurisdictions.

Net Income Attributable to Noncontrolling Interests. The change in the net income attributable to noncontrolling interests in the three and six months ended January 31, ~~2018~~2022 compared to the similar periods in fiscal ~~2017~~2021 was ~~primarily~~ due to ~~a decrease~~increases in the net income ~~attributable to~~of NRS and our variable interest entity, or VIE, partially offset by an increase in the ~~noncontrolling interests in certain IDT Telecom subsidiaries, as well as~~ net loss ~~attributable~~of net2phone 2.0, Inc., which owns and operates our net2phone-UCaaS segment. As of May 31, 2021, we began consolidating a VIE because we determined that we are the primary beneficiary of the VIE since we have the power to direct the ~~noncontrolling interests in Lipomedix~~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 ~~three~~VIE and ~~six months ended January 31, 2018. We began consolidating Lipomedix in November 2017.~~thus the net income incurred by the VIE was attributed to noncontrolling interests.

Liquidity and Capital Resources

General

~~We currently~~As of the date of this Quarterly Report, including the impact of COVID-19, we expect our cash from operations ~~in the next twelve months~~ and the balance of cash, cash equivalents, debt securities, and ~~marketable securities~~current equity investments that we held aton January 31, ~~2018 to~~2022 will be sufficient to meet our currently anticipated working capital and capital expenditure requirements during the twelve-month period ending January 31, ~~2019.~~2023.

At January 31, ~~2018,~~2022, we had cash, cash equivalents, debt securities, and ~~marketable securities~~current equity investments of ~~$100.3~~$148.3 million and working capital (current assets in excess of current liabilities) of ~~$1.1~~$59.6 million. ~~At January 31, 2018, we also had $8.8 million in investments in hedge funds, which were included in “Investments” in our consolidated balance sheet.~~

On or about March 26, 2018, we expect to spin-off our wholly-owned subsidiary, RHI, to our stockholders. RHI owns certain commercial real estate assets and interests in Rafael Pharma and Lipomedix. Prior to the spin-off, we intend to transfer assets to RHI such that, at the time of the spin-off, RHI will have approximately $44 million in cash, cash equivalents, and marketable securities, plus $6 million in hedge fund and other investments.

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 January 31, ~~2018,~~2022, “Cash and cash equivalents” in our consolidated balance sheet included an aggregate of ~~$10.0~~$11.8 million held by IDT Payment Services, Inc. and IDT Payment Services of New York, LLC that was unavailable for other purposes.

	Six months ended January 31,
	2022			2021
	(in millions)
Cash flows provided by (used in):
Operating activities	$	11.7		$	25.6
Investing activities		(14.9	)		(39.1	)
Financing activities		1.8			(4.0	)
Effect of exchange rate changes on cash, cash equivalents, and restricted cash and cash equivalents		(5.0	)		5.6
Decrease in cash, cash equivalents, and restricted cash and cash equivalents	$	(6.4	)	$	(11.9	)

We have not recorded U.S. income tax expense for foreign earnings, since such earnings are permanently reinvested outside the United States. Upon distribution of these foreign earnings to our domestic entities, we may be subject to U.S. income taxes and withholding of foreign taxes, however, it is not practicable to determine the amount, if any, which would be paid.

Six months ended
January 31,

2018

2017

(in millions)
Cash flows (used in) provided by:
Operating activities $ (27.0 ) $ (0.8 )
Investing activities 0.9 (21.0 )
Financing activities (10.2 ) (9.3 )
Effect of exchange rate changes on cash and cash equivalents 0.6 (0.9 )
Decrease in cash and cash equivalents $ (35.7 ) $ (32.0 )

Operating Activities

Our cash flow from operations varies 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 ~~$74.3~~$58.1 million at January 31, ~~2018~~2022 from ~~$67.6~~$51.1 million at July 31, ~~2017 primarily due to a $6.8 million increase in IDT Telecom’s gross trade accounts receivable balance. The increase in IDT Telecom’s gross trade accounts receivable balance was~~2021 primarily due to amounts billed in in the six months ended January 31, ~~2018 in excess of~~2022 that were greater than collections during the ~~period, and the effect of changes in foreign currency exchange rates.~~period.

Deferred revenue ~~as a percentage~~arises from sales of ~~total revenues~~prepaid products and varies from period to period depending on the mix and the timing of revenues. Deferred revenue ~~arises from IDT Telecom’s sales of prepaid products. Deferred revenue~~ decreased to ~~$71.8~~$40.6 million at January 31, ~~2018~~2022 from ~~$76.5~~$42.3 million at July 31, ~~2017 primarily~~2021 due to a decrease in the ~~IDT Telecom U.S. Boss~~BOSS Revolution Calling deferred revenue balance.

Customer deposit liabilities at IDT Financial Services Limited, our Gibraltar-based bank, decreased to $109.9 million at January 31, 2022 from $115.5 million at July 31, 2021. Our restricted cash and cash equivalents included $112.3 million and $115.8 million at January 31, 2022 and July 31, 2021, respectively, held by the bank.

On ~~September 20, 2016, we received~~June 21, 2018, the United States Supreme Court rendered a ~~letter of inquiry from~~decision in South Dakota v. Wayfair, Inc., holding that a state may require a remote seller with no physical presence in the ~~Enforcement Bureau of~~state to collect and remit sales tax on goods and services provided to purchasers in the ~~FCC requesting~~state, overturning certain information and materials related to an investigation of potential violations by Straight Path Spectrum LLC in connection with licenses to operate on the 28 GHz and 39 GHz bands of the Fixed Microwave Services.existing court precedent. We have ~~cooperated~~evaluated our state tax filings with ~~the FCC in this matter and have responded~~respect to the ~~letter of inquiry. The FCC could seek to fine or impose regulatory penalties or civil liability on us related to activities during the period of ownership by us.~~

~~The Separation~~Wayfair decision and Distribution Agreement related to the spin-off of Straight Path provides for us and Straight Path to indemnify each other for certain liabilities. We and Straight Path each communicated that it was entitled to indemnification from the other in connection with the inquiry described above and related matters. On October 24, 2017, we, Straight Path, Straight Path IP Group, Inc., or SPIP, and PR-SP IP Holdings LLC, or PR-SP, an entity owned by Howard Jonas, entered into a Settlement Agreement and Release that provides for, among other things, the settlement and mutual release of potential liabilities and claims that may exist or arise under the Separation and Distribution Agreement between us and Straight Path. In exchange for the mutual release, we paid Straight Path an aggregate of $16 million in cash, Straight Path transferred to us its majority ownership interest in Straight Path IP Group Holding, Inc., or New SPIP, which holds the equity of SPIP, the entity that holds intellectual property primarily related to communications over computer networks, subject to the right to receive 22% of the net proceeds, if any, received by SPIP from licenses, settlements, awards or judgments involving any of the patent rights and certain transfers of the patents or related rights, that will be retained by Straight Path’s stockholders (such equity interest, subject to the retained interest right, the “IP Interest”), and we undertook certain funding and other obligations related to SPIP. The Settlement Agreement and Release allocates (i) $10 million of the payment and the retained interest right to the settlement of claims and the mutual release and (ii) $6 million to the transfer of the IP Interest. In the accompanying consolidated statement of cash flowsare in the ~~six months ended January 31, 2018, $10 million~~process of ~~the aggregate payment~~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 ~~Straight Path was included in~~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 ~~activities and $6 million of the aggregate payment was included in investing activities.~~results.

In August 2017, we entered into a Reciprocal Services Agreement with a telecom operator in Central America for a full range of services, including, but not limited to, termination of inbound and outbound international long-distance voice calls. We have committed to pay such telecom operator monthly committed amounts during the term of the agreement. In addition, under certain limited circumstances, the parties may renegotiate the amount of the monthly payments. In the event the parties do not agree on re-pricing terms after good faith negotiations, then either party has the right to terminate the agreement. Pursuant to the agreement, in September 2017, we deposited $11.75 million into an escrow account as security for the benefit of the telecom operator, which was included in operating activities in the accompanying consolidated statement of cash flows.

Investing Activities

Our capital expenditures were ~~$10.9~~$9.0 million and ~~$10.5~~$8.8 million in the six months ended January 31, ~~2018~~2022 and ~~2017,~~2021, respectively. We currently anticipate that total capital expenditures ~~for~~in the twelve-month period ending January 31, ~~2019~~2023 will be ~~between $21~~$18 million to ~~$23~~$20 million. We expect to fund our capital expenditures with our net cash provided by operating activities and cash, cash equivalents, debt securities, and ~~marketable securities~~current equity investments on hand.

On ~~October 24, 2017,~~August 10, 2021, we ~~sold our entire majority interests in New SPIP~~paid $1.1 million to ~~PR-SP in exchange for $6 million and the assumption by PR-SP of our funding and other obligations. As described above, $6 million~~purchase shares of the ~~aggregate payment to Straight Path that was allocated to the transfer~~EMI’s series C convertible preferred stock and additional shares of the ~~IP Interest was included in investing activities in~~EMI’s series B convertible preferred stock. The purchases increased our ownership of the ~~six months ended January 31, 2018.~~EMI��s outstanding shares to 26.57% from 23.95% on an as converted basis.

On December ~~23, 2016,~~3, 2020, we acquired ~~all~~51% of the ~~outstanding~~issued shares of Live Ninja, a business communications company that provides chat and messaging capabilities for small and medium-sized businesses with the ability to transfer a conversation from one channel of communications (for example, the web) to another (such as a mobile phone). We paid $2.0Sochitel UK Ltd. The purchase price was $2.4 million, ~~at closing, and expect to pay an additional $2.5 million through December 2018 for fixed and contingent payment obligations. The cash paid for the acquisition,~~ net of cash ~~acquired~~acquired.

On December 7, 2020, we purchased from Rafael 218,245 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 was ~~$1.8~~$5.0 million.

In The purchase price was based on a per share price of $22.91, which was the ~~six months ended January 31, 2017,~~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, we ~~used~~exercised the warrant in full and purchased 43,649 shares of Rafael’s Class B common stock for cash of $8.3 million for additional investments. In September 2016, Rafael Pharma issued to our 50%-owned subsidiary, CS Pharma Holdings, LLC, or CS Pharma, its convertible Series D Note with a principal amount of $10 million, representing the $8 million investment funded on such date plus the conversion of $2 million principal amount convertible promissory notes issued in connection with a prior funding.$1.0 million.

Purchases of ~~marketable~~debt securities and equity investments were ~~$19.8~~$10.8 million and ~~$17.2~~$34.4 million in the six months ended January 31, ~~2018~~2022 and ~~2017,~~2021, respectively. Proceeds from maturities and sales of ~~marketable~~debt securities and redemptions of equity investments were ~~$31.6~~$6.1 million and ~~$16.8~~$11.6 million in the six months ended January 31, ~~2018~~2022 and ~~2017,~~2021, respectively.

Financing Activities

In the six months ended January 31, 2018, we paid cash dividends of $0.38 per share on our Class A common stock and Class B common stock, or $9.4 million in total. In the six months ended January 31, 2017, we paid cash dividends of $0.38 per share on our Class A common stock and Class B common stock, or $8.8 million in total. On March 5, 2018, our Board of Directors declared a dividend of $0.09 per share for the second quarter of fiscal 2018 to holders of our Class A common stock and Class B common stock. The dividend will be paid on or about March 23, 2018 to stockholders of record as of the close of business on March 19, 2018. In light of our intention to continue to invest in our growth initiatives and the impact of the RHI spin-off on our balance sheet, our Board of Directors reduced the dividend for the second quarter of fiscal 2018 from the quarterly dividend of $0.19 per share that was paid in the first two quarters of fiscal 2018.

We distributed cash of ~~$0.7~~$0.2 million and ~~$0.8~~$0.4 million in the six months ended January 31, ~~2018~~2022 and ~~2017,~~2021, respectively, to the ~~holders of~~ noncontrolling interests in certain of our subsidiaries.

In the six months ended January 31, 2022 and 2021, we received proceeds from financing-related other liabilities of $2.3 million and nil, respectively.

In the six months ended January 31, 2022 and 2021, we repaid financing-related other liabilities of $1.3 million and $0.1 million, respectively.

Our subsidiary, IDT Telecom, Inc., or IDT Telecom, entered into a credit agreement, dated ~~July 12, 2012,~~as of May 17, 2021, with TD Bank, N.A. for a ~~line of~~revolving credit facility for up to a maximum principal amount of $25.0 million. ~~The credit agreement was amended as of January 31, 2018.~~ IDT Telecom may use the proceeds to finance working capital requirements ~~acquisitions~~ and for ~~other general corporate purposes.~~certain closing costs of the facility. At January 31, 2022 and July 31, 2021, there were no amounts outstanding under this facility. In January 2022, IDT Telecom borrowed and repaid an aggregate of $2.5 million under the facility. The ~~line of~~revolving credit facility is secured by primarily all of IDT Telecom’s assets. The principal outstanding bears interest per annum at the ~~option of IDT Telecom, at either (a) the U.S. Prime Rate less 125 basis points, or (b) the~~Intercontinental Exchange Benchmark Administration Ltd. LIBOR ~~rate adjusted~~multiplied by the Regulation D maximum reserve requirement plus 125 to 175 basis ~~points.~~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 the maturity date of January 31, 2020. At January 31, 2018 and July 31, 2017, there were no amounts outstanding under the facility. We intend to borrow under the facility from time to time. In the six months ended January 31, 2018, we borrowed and repaid an aggregate of $19.1 million under the facility.May 16, 2024. IDT Telecom pays a quarterly unused commitment fee ~~of 0.325% per annum~~ on the average daily balance of the unused portion of the $25.0 million ~~commitment.~~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 ~~financial~~ targets ~~and~~based on financial ratios during the term of the ~~line~~revolving credit facility. As of ~~credit, including restrictions on dividend payments on~~January 31, 2022, IDT Telecom was in compliance with all of the covenants.

On September 29, 2021, NRS sold shares of its Class B common stock representing 2.5% of its outstanding capital stock ~~and restrictions~~ on ~~IDT Telecom’s aggregate loans and advances~~a fully diluted basis, to ~~affiliates~~Alta Fox Opportunities Fund LP, or ~~subsidiaries.~~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.

WeIn the six months ended January 31, 2021, we received proceeds from the exercise of ~~our~~ stock options of ~~$0.8~~$0.7 million for which we issued 81,041 shares of our Class B common stock. There were no stock option exercises in the six months ended January 31, ~~2017,~~2022.

We have an existing stock repurchase program authorized by our Board of Directors for ~~which we issued 73,471~~the repurchase of shares of our Class B common stock.

~~In connection with our investment~~ The Board of Directors authorized the repurchase of up to 8.0 million shares in ~~Rafael Pharma, our subsidiary CS Pharma issued member interests to third parties~~the aggregate. There were no repurchases under the program in ~~exchange for cash investment in CS Pharma of $10 million. We hold a 50% interest in CS Pharma and we are~~ the ~~managing member. At July~~six months ended January 31, ~~2016, CS Pharma had received $8.8 million, which was included in “Other current liabilities” pending the issuance of the member interests.~~2022. In the six months ended January 31, ~~2017, CS Pharma received~~2021, we repurchased 463,792 shares of Class B common stock for an ~~additional $1.2~~aggregate purchase price of $2.8 million. At January 31, 2022, 5.8 million ~~from~~shares remained available for repurchase under the ~~sale of its member interests.~~stock repurchase program.

In the six months ended January 31, ~~2018~~2022 and ~~2017,~~2021, we paid ~~$0.1~~$9.0 million and ~~$1.8~~$1.3 million, respectively, to repurchase ~~5,170~~200,438 and ~~94,338~~109,381 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 vesting of deferred stock units and lapsing of restrictions on ~~awards of~~ restricted stock. Such shares were repurchased by us based on their fair market value on the trading day immediately prior to the vesting date.

We have a stock repurchase program for the repurchase of up to an aggregate of 8.0 million shares of our Class B common stock. There were no repurchases under the program in the six months ended January 31, 2018 or 2017. At January 31, 2018, 8.0 million shares remained available for repurchase under the stock repurchase program.

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. 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 the preparations for the potential spin-off are progressing, and the goal is to complete the spin-off by the end of the current fiscal year on July 31, 2022. A spin-off would be subject to authorization by our Board of Directors. There is no assurance at this time that any of these transactions will be completed.

On ~~June 22, 2017, IDT Telecom,~~March 3, 2022, net2phone 2.0, Inc. ~~entered into a Share Purchase Agreement with JAR Fintech Limited~~purchased all of the outstanding shares of Onwaba S.R.L. and JAR Capital Limited to sell the capital stock of IDT Financial Services Holding Limited, a company incorporated under the laws of Gibraltar and a wholly-owned subsidiary of IDT Telecom, to JAR Fintech Limited. IDT Financial Services Holding Limited is the sole shareholder of IDT Financial Services Limited, our Gibraltar-based bank. The Share Purchase Agreement providesGem S.R.L. for an aggregate 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 CCS provides cloud-based contact-center-as-a-service 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 purchase price ~~for~~includes the ~~outstanding equity interests~~following: (a) cash of ~~IDT Financial Services Holding Limited~~$7.2 million that was paid at closing, (b) 27,765 shares of ~~£2.9 million ($4.1 million at January 31, 2018) plus an amount equal to~~ the Company’s Class B common stock with a value of ~~IDT Financial Services Holding Limited’s net assets, to~~$1.0 million that were issued at closing, (c) $3.3 million of which half will be paid at the end of 12 months after closing and half will be paid at the end of 24 months after closing, subject to ~~adjustments relating~~holdback for the settlement of claims against the sellers, if any, and (d) contingent consideration of up to ~~customer assets of~~$3.5 million based on annual cumulative incremental recurring seat revenue over a four-year period payable in cash and/or shares at net2phone 2.0, Inc.’s discretion.

On March 1, 2022, our subsidiary, IDT Financial Services Holding Limited. The net asset value of IDT Financial Services Holding Limited was $14.5 million at January 31, 2018. A portion of the purchase price will be placed in escrow and released to IDTInternational Telecom, ~~once~~Inc., purchased all of the ~~conditions have been met under~~outstanding shares of Leaf Global Fintech Corporation, or 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 ~~Share Purchase Agreement.~~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 ~~sale~~purchase price is ~~expected~~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 close in the second quarter of calendar 2018, subject to regulatory approval and other customary conditions set forth in the Share Purchase Agreement. The remaining closing conditions are outside of our control and there can be no assurance that the sale will be completed.$5.5 million based on annual gross profit over a five-year period.

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~~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 January 31, ~~2018:~~2022:

Payments Due by Period
(in millions)
Total Less than
1 year 1–3 years 4–5 years After 5 years
Operating leases $ 6.4 $ 2.9 $ 2.1 $ 0.7 $ 0.7
Revolving credit facility (1) 0.2 0.1 0.1 — —
Purchase commitments (2) 18.7 18.7 — — —

Total contractual obligations (3) $ 25.3 $ 21.7 $ 2.2 $ 0.7 $ 0.7

~~(1)~~

~~Revolving credit facility includes estimated fees on the unused commitment at January 31, 2018.~~

Payments Due by Period (in millions)	Total		Less than 1 year		1–3 years		4–5 years		After 5 years
Purchase commitments	$	4.5	$	4.5	$	—	$	—	$	—
Connectivity obligations under service agreements		0.8		0.7		0.1		—		—
Operating leases including short-term leases		8.1		2.9		4.3		0.8		0.1

Total contractual obligations (1)	$	13.4	$	8.1	$	4.4	$	0.8	$	0.1

~~(2)~~(1)

Purchase commitments include the aggregate commitment under the Reciprocal Services Agreement with a telecom operator in Central America for a full range of services, including, but not limited to, termination of inbound and outbound international long-distance voice calls.

~~(3)~~

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 ~~$15.1~~$22.1 million in performance bonds, and $1.7 million for other potential payments, due to the uncertainty of the amount and/or timing of any such payments.

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 1116 to the Consolidated Financial Statements included in Item 1 to Part I of ~~the~~this Quarterly ~~Report on Form 10-Q)~~Report).

In connection with our spin-off of Zedge, Inc., or Zedge, in June 2016, we and Zedge 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 Zedge after the spin-off, and a Tax Separation Agreement, which sets forth the responsibilities of us and Zedge with respect to, among other things, liabilities for federal, state, local and foreign taxes for periods before and including the spin-off, the preparation and filing of tax returns for such periods and disputes with taxing authorities regarding taxes for such periods. Pursuant to Separation and Distribution Agreement, among other things, we indemnify Zedge and Zedge 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, among other things, Zedge indemnifies us from all liability for taxes of Zedge and any of Zedge’s subsidiaries or relating to Zedge’s business accruing after the spin-off, and we indemnify Zedge from all liability for taxes of Zedge and any of Zedge’s subsidiaries or relating to Zedge’s business with respect to taxable periods ending on or before the spin-off.

~~IDT Payment Services and IDT Telecom~~We have 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, respectively.~~resellers. At January 31, ~~2018,~~2022, we had aggregate performance bonds of ~~$15.1~~$22.1 million outstanding.

Item 3. Quantitative and Qualitative Disclosures About Market Risks

~~Item 3.~~

~~Quantitative and Qualitative Disclosures About Market Risks~~

Foreign Currency Risk

Revenues from our international operations were ~~32%~~29% and ~~31%~~15% of our consolidated revenues ~~for~~in the three months ended January 31, 2022 and 2021, respectively, and 28% and 14% of our consolidated revenues in the six months ended January 31, ~~2018~~2022 and ~~2017,~~2021, respectively. On February 1, 2021, we changed the geographic sourcing of certain revenues from the United States to the United Kingdom. A significant portion of ~~these~~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 ~~revenue~~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 period is generally not material.

Investment Risk

~~In addition to, but separate from our primary business, we~~We hold a portion of our assets in ~~marketable~~debt and equity securities, ~~and~~including hedge funds, for strategic and speculative purposes. At January 31, ~~2018,~~2022, the ~~carrying~~ value of our ~~marketable~~debt and equity securities ~~and investments in hedge funds~~ was ~~$46.2~~an aggregate of $52.3 million, ~~and $8.8 million, respectively.~~which represented 10.3% of our total assets. Investments in ~~marketable~~debt and equity securities ~~and hedge funds~~ carry a degree of risk and depend to a great extent on correct assessments of the future 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 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 4.~~

~~Controls and Procedures~~

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures. Our Chief Executive Officer and ~~Principal~~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 Quarterly Report on Form 10-Q. Based on this evaluation, our Chief Executive Officer and ~~Principal~~Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of January 31, ~~2018.~~2022.

Changes in Internal Control over Financial Reporting. There were no changes in our internal control over financial reporting during the quarter ended January 31, ~~2018~~2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

~~Item 1.~~

~~Legal Proceedings~~

Item 1. Legal Proceedings

Legal proceedings in which we are involved are ~~more fully~~ described in Note 1116 to the Consolidated Financial Statements included in Item 1 to Part I of this Quarterly ~~Report on Form 10-Q.~~Report.

~~Item 1A.~~

~~Risk Factors~~

Item 1A. Risk Factors

There are no material changes from the risk factors previously disclosed in Item 1A to Part I of our Annual Report on Form 10-K for the fiscal year ended July 31, ~~2017.~~2021, except for the following:

~~Item 2.~~

~~Unregistered Sales of Equity Securities and Use of Proceeds~~

Our research and development (“R&D”) may be adversely affected by ongoing developments in Belarus and Ukraine.

We have a significant number of R&D personnel in Belarus. Belarus shares borders with both Russia and Ukraine. In February 2022, in connection with escalating tensions involving Russia and Ukraine, Russian military personnel stationed in Belarus were part of an invasion force by Russian forces into Ukraine. In response to the support and facilitation by Belarus for the invasion, the United States and other nations and the European Union imposed sanctions against multiple individuals and entities in Belarus. Other potential retaliatory measures could be taken by the United States and other countries, particularly if Belarus were to take a more active role in the conflict. While we continue to monitor the situation in Belarus closely, any prolonged or expanded unrest, military activities, or sanctions could have an adverse effect on our future product roadmap and R&D. We cannot predict whether additional sanctions or other measures will be imposed, or the nature of severity of those measures, and whether they will directly or indirectly impact our R&D in Belarus or elsewhere.

Further, our Belarussian R&D personnel could be impacted by retaliatory actions taken by third parties related to actual or perceived Belarussian actions in support of the invasion, including cyberattacks.

Should the military conflict expand to Belarus, our operations there could likely be impacted, including due to availability of personnel, electrical outages, cyber-attacks and actual battles in areas where we have personnel.

Any of the foregoing could have an adverse impact on our ability to research and develop new technology, including corrections or enhancements of existing platforms supporting our current products and services or development of new or complementary offerings.

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, and became formally applicable on May 1, 2021. 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 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 ceased to be in effect. IDTFS made alternative arrangements with third parties to service customers in EU countries. Our inability to service these customers will lead to a reduction in the revenues previously earned from them.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following table provides information with respect to purchases by us of our shares during the second quarter of fiscal ~~2018:~~2022:

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)

November 1-30, 2017 — $ — — 8,000,000
December 1-31, 2017 — $ — — 8,000,000
January 1–31, 2018 (2) 3,502 $ 10.77 — 8,000,000

Total 3,502 $ 10.77 —

	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)
November 1-30, 2021		—	$	—		—		5,768,497
December 1–31, 2021		—	$	—		—		5,768,497
January 1–31, 2022		199,811	$	44.79		—		5,768,497
Total		199,811	$	44.79		—

~~(1)~~	(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 and cancelled the previous stock repurchase program originally approved by the Board of Directors on June 13, 2006, which had 4,636,741 shares remaining available for repurchase.~~

~~(2)~~

Consists of shares of 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 restricted stock. ~~Such shares were repurchased by us based on their fair market value on the trading day immediately prior to the vesting date and the proceeds utilized to pay the taxes due upon such vesting event.~~

~~Item 3.~~

~~Defaults Upon Senior Securities~~

~~None~~Item 3. Defaults Upon Senior Securities

~~Item 4.~~

~~Mine Safety Disclosures~~

None

Item 4. Mine Safety Disclosures

Not applicable

~~Item 5.~~

~~Other Information~~

~~None~~Item 5. Other Information

None

Item 6. Exhibits

~~Item 6~~.

~~Exhibits~~

Exhibit Number		Description

31.1*		Certification of Chief Executive Officer pursuant to 17 CFR 240.13a-14(a), as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2002.

31.2*		Certification of ~~Principal~~Chief Financial Officer pursuant to 17 CFR 240.13a-14(a), as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2002.

32.1*		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002.

32.2*		Certification of ~~Principal~~Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002.

101.INS101.SCH		~~XBRL Instance Document~~

101.SCH*		XBRL Taxonomy Extension Schema Document

101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*		XBRL Taxonomy Extension Label Linkbase Document

101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document

104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

Filed or furnished herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	IDT CORPORATION

March ~~12, 2018~~14, 2022	By:	/s/ ~~Shmuel Jonas~~ SHMUEL JONAS
		Shmuel Jonas
		Chief Executive Officer

March ~~12, 2018~~14, 2022	By:	/s/ ~~Marcelo Fischer~~ MARCELO FISCHER
		Marcelo Fischer ~~Senior Vice President of Finance~~ ~~(Principal~~
		Chief Financial ~~Officer)~~ Officer

	January 31, 2018		July 31, 2017
	(in thousands)
Current assets held for sale:
Cash and cash equivalents	$	6,287	$	5,716
Restricted cash and cash equivalents		128,153		115,609
Trade accounts receivable, net of allowance for doubtful accounts of $3,239 and $2,550 at January 31, 2018 and July 31, 2017, respectively		2,919		1,844
Prepaid expenses		854		758
Other current assets		487		340
Total current assets held for sale	$	138,700	$	124,267

Noncurrent assets held for sale:
Property, plant and equipment, net	$	19	$	24
Other intangibles, net		164		165
Other assets		5,102		4,945
Total noncurrent assets held for sale	$	5,285	$	5,134

Current liabilities held for sale:
Trade accounts payable	$	2,007	$	372
Accrued expenses		252		226
Customer deposits		127,107		114,689
Other current liabilities		57		31
Total current liabilities held for sale	$	129,423	$	115,318

Noncurrent liabilities held for sale:
Other liabilities	$	642	$	550
Total noncurrent liabilities held for sale	$	642	$	550

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
	(in thousands)
Available-for-sale securities:
January 31, 2018:
Certificates of deposit*	$	24,441	$	2	$	(1	)	$	24,442
Federal Government Sponsored Enterprise notes		3,216		—		(26	)		3,190
International agency notes		399		—		(9	)		390
Mutual funds		5,425		40		—			5,465
Corporate bonds		3,332		—		(39	)		3,293
Equity		79		—		(3	)		76
U.S. Treasury notes		5,397		—		(76	)		5,321
Municipal bonds		4,029		—		(4	)		4,025
Total	$	46,318	$	42	$	(158	)	$	46,202
July 31, 2017:
Certificates of deposit*	$	29,011	$	1	$	(7	)	$	29,005
Federal Government Sponsored Enterprise notes		3,992		—		(14	)		3,978
International agency notes		291		—		—			291
Mutual funds		5,353		77		—			5,430
Corporate bonds		4,643		—		—			4,643
Equity		74		—		(26	)		48
U.S. Treasury notes		6,673		—		—			6,673
Municipal bonds		8,201		4		(1	)		8,204
Total	$	58,238	$	82	$	(48	)	$	58,272

	Unrealized Losses		Fair Value
	(in thousands)
January 31, 2018:
Certificates of deposit	$	1	$	5,340
Federal Government Sponsored Enterprise notes		26		3,190
International agency notes		9		390
Corporate bonds		39		3,293
Equity		3		76
U.S. Treasury notes		76		5,321
Municipal bonds		4		3,067
Total	$	158	$	20,677
July 31, 2017:
Certificates of deposit	$	7	$	12,155
Federal Government Sponsored Enterprise notes		14		3,529
Equity		26		48
Municipal bonds		1		3,349
Total	$	48	$	19,081

	Level 1 (1)		Level 2 (2)		Level 3 (3)		Total
	(in thousands)
January 31, 2018
Available-for-sale securities:
Marketable securities	$	10,862	$	35,340	$	—	$	46,202
Rafael Pharma Series D Note		—		—		6,300		6,300
Total	$	10,862	$	35,340	$	6,300	$	52,502
July 31, 2017
Available-for-sale securities:
Marketable securities	$	12,151	$	46,121	$	—	$	58,272
Rafael Pharma Series D Note		—		—		6,300		6,300
Total	$	12,151	$	46,121	$	6,300	$	64,572

	Six Months Ended January 31, 2018
	Attributable to IDT Corporation			Noncontrolling Interests			Total
	(in thousands)
Balance, July 31, 2017	$	145,734		$	8,823		$	154,557
Dividends declared ($0.38 per share)		(9,440	)		—			(9,440	)
Restricted Class B common stock purchased from employees		(61	)		—			(61	)
Transfer of right to receive equity to Howard S. Jonas		—			(40	)		(40	)
Consolidation of Lipomedix Pharmaceuticals Ltd.		—			558			558
Distributions to noncontrolling interests		—			(717	)		(717	)
Stock-based compensation		1,797			—			1,797
Comprehensive income:
Net loss		(576	)		470			(106	)
Other comprehensive loss		(188	)		—			(188	)
Comprehensive income		(764	)		470			(294	)
Balance, January 31, 2018	$	137,266		$	9,094		$	146,360

(in thousands)	Telecom Platform Services		net2phone-UCaaS			All Other			Corporate			Total
Three Months Ended January 31, 2018
Revenues	$	387,065	$	8,299		$	519		$	—		$	395,883
Income (loss) from operations		4,589		(790	)		(1,019	)		(3,260	)		(480	)
Severance		195		—			—			—			195
Other operating expense		—		—			—			(846	)		(846	)

Three Months Ended January 31, 2017
Revenues	$	359,924	$	7,142		$	490		$	—		$	367,556
Income (loss) from operations		7,187		(464	)		82			(3,677	)		3,128
Other operating expense		—		—			—			(889	)		(889	)

Six Months Ended January 31, 2018
Revenues	$	772,129	$	16,087		$	1,222		$	—		$	789,438
Income (loss) from operations		9,150		(1,464	)		(1,650	)		(6,433	)		(397	)
Severance		605		—			—			30			635
Other operating expense		—		—			—			(1,625	)		(1,625	)

Six Months Ended January 31, 2017
Revenues	$	721,435	$	14,278		$	994		$	—		$	736,707
Income (loss) from operations		13,732		(639	)		172			(4,951	)		8,314
Other operating expense		—		—			—			(1,088	)		(1,088	)

Payments Due by Period (in millions)	Total		Less than 1 year		1–3 years		4–5 years		After 5 years
Operating leases	$	6.4	$	2.9	$	2.1	$	0.7	$	0.7
Revolving credit facility (1)		0.2		0.1		0.1		—		—
Purchase commitments (2)		18.7		18.7		—		—		—

Total contractual obligations (3)	$	25.3	$	21.7	$	2.2	$	0.7	$	0.7

	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)
November 1-30, 2017		—	$	—		—		8,000,000
December 1-31, 2017		—	$	—		—		8,000,000
January 1–31, 2018 (2)		3,502	$	10.77		—		8,000,000

Total		3,502	$	10.77		—