Item 1A. Risk Factors.
RISK FACTORS
Our business, operating results or financial condition could
be materially adversely affected by any of the following risks as well as the other risks highlighted elsewhere in this document,
particularly the discussions about regulation, competition and intellectual property. The trading price of our Class B common stock
could decline due to any of these risks.
Risks Related to Our Businesses
Each of our BOSS Revolution Calling and Carrier Services
businesses is highly sensitive to declining prices, which may adversely affect our revenues and margins.
The worldwide telecommunications industry is characterized by
intense price competition, which has resulted in declines in both our average per-minute price realizations and our average per-minute
termination costs. Many of our competitors continue to aggressively price their services. The intense competition has led to continued
erosion in our pricing power, in both our retail and wholesale markets, and we have generally had to pass along all or some of
the savings we achieve on our per-minute costs to our customers in the form of lower prices. In the case of some international
calling locations, when average per minute termination cost decline to a nominal amount, indirect competitors, such as wireless
carriers, may include calls to those locations at no extra cost, which increases our risk of losing customers. Any price increase
by either our BOSS Revolution Calling or Carrier Services business may result in our prices not being as attractive, which may
result in a reduction of revenue. If these trends in pricing continue or accelerate, it could have a material adverse effect on
the revenues generated by our BOSS Revolution Calling and Carrier Services businesses and/or our gross margins.
Our results of operations are significantly dependent upon
BOSS Revolution Calling, which generates a significant portion of our revenue.
We compete in the international prepaid calling market with
Tier 1 mobile network operators who offer flat rate international calling plans, other PIN-less prepaid voice offerings, prepaid
calling card providers, mobile virtual network operators, and VoIP and other OTT service providers. Many of these companies, such
as AT&T, Verizon, and T-Mobile, are substantially larger and have greater financial, technical, engineering, personnel and
marketing resources, longer operating histories, greater name recognition, and larger customer bases than we do. We may not be
able to compete successfully if one or more of these companies use their substantial resources in or to affect the international
prepaid calling market.
In addition to these larger competitors, we face significant
competition from smaller prepaid calling providers.
From time-to-time, competitors offer rates that are substantially
below ours to gain market share. In some instances, these rates are below what we believe to be the cost to provide the service.
This predatory pricing can adversely affect our revenues and our gross margins.
The continued growth of OTT calling and messaging services,
such as Skype, Viber, and WhatsApp have adversely affected the sales of BOSS Revolution Calling. We expect the popularity of IP-based
services— many of which offer free voice and/or video communications provided both the caller and recipient have a broadband
connection —to continue to increase, which will increase substitution for, and pricing pressure on, BOSS Revolution Calling.
Many wireless operators offer unlimited international long-distance
plans that include international destinations to which customers can place direct calls from their mobile phones without time limitation.
These plans now include some of our most popular international destinations. The growth of these “international unlimited”
plans adversely affects our revenues as these operators gain subscriber market share from BOSS Revolution Calling.
If we are unable to compete effectively with BOSS Revolution
Calling, it could have a material adverse effect on our revenues, gross margins and/or profits.
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We may not be able to obtain sufficient or cost-effective
termination capacity to particular destinations, which could adversely affect our revenues and profits.
Most of our telecommunications traffic is terminated through
third-party providers. In order to support our minutes of use demands and geographic footprint, we may need to obtain additional
termination capacity or destinations. We may not be able to obtain sufficient termination capacity from high-quality carriers to
particular destinations or may have to pay significant amounts to obtain such capacity. This could result in our not being able
to support our minutes of use demands or in higher cost-per-minute to particular destinations, which could adversely affect our
revenues and profits.
The termination of our carrier agreements with partners or
our inability to enter into carrier agreements in the future could materially and adversely affect our ability to compete, which
could reduce our revenues and profits.
We rely upon our carrier agreements with partners in order to
provide our telecommunications services to our customers. These carrier agreements are for finite terms and, therefore, there can
be no guarantee that these agreements will be renewed at all or on favorable terms to us. Our ability to compete would be adversely
affected if our carrier agreements were terminated or we were unable to enter into carrier agreements in the future to provide
our telecommunications services to our customers, which could result in a reduction of our revenues and profits.
Our customers, particularly our Carrier Services customers,
could experience financial difficulties, which could adversely affect our revenues and profitability if we experience difficulties
in collecting our receivables.
As a provider of international long-distance services, we depend
upon sales of transmission and termination of traffic to other long-distance providers and the collection of receivables from these
customers. The wholesale telecommunications market continues to feature many smaller, less financially stable companies. If weakness
in the telecommunications industry or the global economy reduces our ability to collect our accounts receivable from our major
customers, particularly our wholesale customers, our profitability may be substantially reduced. While our most significant customers,
from a revenue perspective, vary from quarter to quarter, our five largest Carrier Services customers collectively accounted for
6.5% and 8.2% of total consolidated revenues in fiscal 2020 and fiscal 2019, respectively. Our Carrier Services customers with
the five largest receivables balances collectively accounted for 13.3% and 19.3% of the consolidated gross trade accounts receivable
at July 31, 2020 and 2019, respectively. This concentration of revenues and receivables increases our exposure to non-payment by
our larger customers, and we may experience significant write-offs if any of our large customers fail to pay their outstanding
balances, which could adversely affect our revenues and profitability.
Our revenues and profits will suffer if our distributors
and sales representatives fail to effectively market and distribute our BOSS Revolution and Mobile Top-Up products and services.
We rely on our distributors and representatives to market and
distribute our BOSS Revolution products and services, and our Mobile Top-Up offerings. We utilize a network of several hundred
sub-distributors that sell our BOSS Revolution products and services and our Mobile Top-Up offerings to retail outlets throughout
most of the United States. If our distributors or sales representatives fail to effectively market or distribute our BOSS Revolution
products and services, and our Mobile Top-Up offerings, our ability to generate revenues and profits and grow our customer base
in these products and services could be substantially impaired.
Natural or man-made disasters could have an adverse effect
on our technological infrastructure, which could have a material adverse effect on our results of operations and financial condition.
Natural disasters, terrorist acts, acts of war, cyber-attacks
or other breaches of network or information technology security may cause equipment failures or disrupt our operations. Although
we make significant efforts towards managing disaster recovery and business continuity plans, our inability to operate our
telecommunications networks because of such events, even for a limited period of time, may result in loss of revenue, significant
expenses and/or loss of market share to other communications providers, which could have a material adverse effect on our results
of operations and financial condition.
Certain functions related to our business depend on a
single supplier or small group of suppliers to carry out our business, and the inability to do business with some or all of these
suppliers could have a materially adverse effect on our business and financial results.
If the services of any of the single suppliers or small group
of suppliers, including, without limitation, software from third-party service providers used in certain of our products and services,
that we depend on were unavailable, or available only in decreased capacity or at less advantageous terms, this could result in
interruptions to our ability to provide certain services, could cause reduction in service and/or quality as the function is transitioned
to an alternate provider, if an alternate provider is available, or could increase our cost, which in the current competitive environment,
we may not be able to pass along to customers. Accordingly, any of these events could materially and negatively impact our business,
our revenues, our profits, and our relationships with customers.
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We could be harmed by network disruptions, security breaches,
or other significant disruptions or failures of our IT infrastructure and related systems or of those we operate for certain of
our customers, which could have a materially adverse effect on our results of operations, financial condition, and cash flows.
To be successful, we need to continue to have available, for
our and our customers’ use, a high capacity, reliable and secure network. We face the risk, as does almost any company, of
a security breach, whether through cyber-attacks, malware, computer viruses, sabotage, or other significant disruption of our IT
infrastructure and related systems. As such, there is a risk of a security breach or disruption of the systems we operate, including
possible unauthorized access to our and our customers’ proprietary or classified information.
We are also subject to breaches of our network resulting in
unauthorized utilization of our services or products, which subject us to the costs of providing those products or services, which
are likely not recoverable. The secure maintenance and transmission of our and our customer’s information is a critical element
of our operations. Our information technology and other systems that maintain and transmit customer information, or those of service
providers or business partners, may be compromised by a malicious third-party penetration of our network security, or that of a
third-party service provider or business partner, or impacted by advertent or inadvertent actions or inactions by our employees,
or those of a third-party service provider or business partner. As a result, our or our customers’ information may be lost,
disclosed, accessed or taken without the customers’ consent, or our products and services may be used without payment.
Although we make significant efforts to maintain the security
and integrity of these types of information and systems, there can be no assurance that our security efforts and measures will
be effective or that attempted security breaches or disruptions would not be successful or damaging, especially in light of the
growing sophistication of cyber-attacks and intrusions sponsored by state or other interests.
We may be unable to anticipate all potential types of attacks or intrusions or to implement adequate security barriers or other
preventative measures. Certain of our business units have been the subject of attempted and successful cyber-attacks in the past.
We have researched the situations and do not believe any material internal or customer information has been compromised.
Network disruptions, security breaches and other significant
failures of the above-described systems could (i) disrupt the proper functioning of our networks and systems and therefore our
operations or those of certain of our customers; (ii) result in the unauthorized use of our services or products without payment,
(iii) result in the unauthorized access to, and destruction, loss, theft, misappropriation or release of proprietary, confidential,
sensitive or otherwise valuable information of ours or our customers, including trade secrets, which others could use to compete
against us or for disruptive, destructive or otherwise harmful purposes and outcomes; (iv) require significant management attention
or financial resources to remedy the damages that result or to change our systems and processes; (v) subject us to claims for contract
breach, damages, credits, fines, penalties, termination or other remedies; or (vi) result in a loss of business, damage our reputation
among our customers and the public generally, subject us to additional regulatory scrutiny or expose us to litigation. Any or all
of which could have a negative impact on our results of operations, financial condition, and cash flows.
We rely on highly skilled personnel and, if we are unable
to retain or motivate key personnel, hire qualified personnel, or maintain our corporate culture, we may not be able to grow effectively.
We believe that our corporate culture fosters innovation, creativity,
and teamwork. Our performance largely depends on the talents and efforts of highly skilled individuals. Our future success depends
on our continuing ability to identify, hire, develop, motivate, and retain highly skilled personnel for all areas of our organization,
in particular our technology and software engineering organization. Competition for qualified technology and engineering employees
is intense and our compensation arrangements may not always be successful in attracting new employees and retaining and motivating
our existing employees. Our continued ability to compete effectively depends on our ability to attract new employees and to retain
and motivate our existing employees.
New and existing technologies could affect our ability to
track the results of ads and/or could block ads online, which would harm our business.
Technologies have been developed to make tracking the results
of our online advertisements more difficult or to block the display of advertisements altogether and some providers of online services
have integrated technologies that could potentially impair the core functionality of third-party digital advertising. A significant
portion of our revenues are derived from customers acquired in connection with the display of advertisements online. As a result,
such technologies and tools could adversely affect our operating results.
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The long-term success of NRS depends on our ability to develop
products and services to address the rapidly evolving market for POS products and services, and, if we are not able to implement
successful enhancements and new features for our products and services, our business could be materially and adversely affected.
Rapid and significant technological changes continue to confront
the POS market. These new services and technologies may be superior to, impair, or render obsolete the POS products and services
that NRS currently offers or the technologies NRS currently uses to provide them. Incorporating new technologies into NRS’
POS products and services may require substantial expenditures and take considerable time, and NRS may not be successful in realizing
a return on these development efforts in a timely manner or at all. NRS’ ability to develop new products and services may
be inhibited by industry-wide standards, existing and future laws and regulations, resistance to change from our customers, which
includes our sellers and their buyers, or third parties’ intellectual property rights. NRS’ success will depend, in
part, on its ability to develop new technologies and to adapt to technological changes and evolving industry standards. If NRS
is unable to provide enhancements and new features for our products and services or to develop new products and services that achieve
market acceptance or that keep pace with rapid technological developments and evolving industry standards, our business would be
materially and adversely affected.
Substantial and increasingly intense
competition in the POS industry may harm NRS’ business.
NRS competes in the POS market that is characterized by vigorous
competition, changing technology, evolving industry standards, changing customer needs, and frequent introductions of new products
and services. We expect competition to intensify in the future as existing and new competitors introduce new services or enhance
existing services. NRS competes against many companies to attract customers, and some of these companies have greater financial
resources and substantially larger bases of customers than NRS does, which may provide them with significant competitive advantages.
These companies may devote greater resources to the development, promotion, and sale of products and services, may achieve economies
of scale due to the size of their customer bases, and may more effectively introduce their own innovative products and services
that adversely impacts NRS’ growth. Currently, we believe that we have a competitive advantage because of our focus and marketing
reach into independent stores, often in immigrant communities in the United States. If some or all of our competitors focus additional
resources on those customers, NRS’ growth may slow or we may lose customers due to the competition. Mergers and acquisitions
by these companies may lead to even larger competitors with more resources.
NRS may also face pricing pressures from competitors. Some potential
competitors are able to offer lower prices to sellers for similar services by subsidizing their payments services through other
services they offer. Such competition may result in the need for NRS to alter the pricing that it offers and could reduce our gross
profit.
If NRS fails to convince brands of the benefits of advertising
on its platform, our business could be harmed.
NRS’ strategy includes increasing its revenues from brand
advertising. Brands may view NRS’ platform as experimental and unproven. They may not do business with NRS, or may reduce
the amounts they are willing to spend to advertise with it, if NRS does not deliver ads, and other commercial content and marketing
programs in an effective manner, or if they do not believe that their investment in advertising with NRS will generate a competitive
return relative to other alternatives. NRS’ ability to grow the number of brands that use its brand advertising, and
ultimately to generate advertising and marketing services revenues, depends on a number of factors, many of which are outside
of our control. If NRS fails to convince brands of the benefits of advertising on its platform, our business could be harmed.
If we are unable to ensure that certain of our services and
hardware, particularly those of NRS and net2phone, integrate with third-party operating systems and devices, our business may be
materially and adversely affected.
Certain of our products and services, particularly those offered
by NRS and net2phone, are dependent on the ability to integrate with a variety of third-party operating systems and devices that
we do not control. Any changes in these systems that degrade the functionality of these products and services, impose additional
costs or requirements on it, or give preferential treatment to competitive services, including their own services, could materially
and adversely affect usage of certain of our products and services particularly those offered by NRS and net2phone. If we are unable
to ensure that our hardware and software continue to interoperate effectively or if doing so is costly, our business may be materially
and adversely affected.
If net2phone fails to adapt its products and services to
rapid changes in the market for cloud communications services, then its products and services could become obsolete.
The market for net2phone products and services is constantly
and rapidly evolving as it and its competitors introduce new and enhanced products and services and react to changes in the cloud
communications services industry and customer demands. net2phone may not be able to develop or acquire new products and plans or
product and plan enhancements that compete effectively with present or emerging cloud communications services technologies or differentiate
its products and plans based on functionality and performance. In addition, net2phone may not be able to establish or maintain
strategic alliances that will permit enhancement opportunities or innovative distribution methods for its products and plans.
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Cloud communications services are complex, and new products
and plans and enhancements to existing products and plans can require long development and testing periods. Any delays in developing
and releasing new or enhanced products and plans could cause net2phone to lose revenue opportunities and customers. Any technical
flaws in products net2phone releases could diminish the innovative impact of the products and have a negative effect on customer
adoption and net2phone’s reputation.
net2phone also is subject to the risk of future disruptive technologies.
New products based on new technologies or new industry standards could render net2phone’s existing products obsolete and
unmarketable. If new technologies develop that can deliver competing voice and messaging services at lower prices, better or more
conveniently, it could have a material adverse effect on us.
net2phone’s success in the cloud communications market
for its business services depends in part on developing and maintaining effective distribution channels. The failure of net2phone
to develop and maintain these channels could materially and adversely affect its business.
A significant portion of net2phone’s business revenue
is generated through indirect channel sales. These channels consist of third-party resellers and value-added distributors that
market and sell net2phone’s business services products to customers. These channels may generate an increasing portion of
net2phone’s business revenue in the future. Generally, net2phone does not have long-term contracts with these third-party
resellers and value-added distributors, and the loss of or reduction in sales through these third parties could materially reduce
our revenues. net2phone also competes for preference amongst our current or potential resellers with our competitors. net2phone’s
continued success requires that it continue developing and maintaining successful relationships with these third-party resellers
and value-added distributors. If net2phone fails to do so, or if its resellers are not successful in their sales efforts, our sales
may decrease, and our operating results would suffer.
As the cloud communications market evolves, and the convergence
of voice, video, messaging, mobility, and data networking technologies accelerates, net2phone may face competition in the future
from companies that do not currently compete in the cloud communications services market.
As the cloud communications market evolves, combining voice,
video, messaging and data networks, and information technology and communication applications, opportunity is created for new competitors
to enter the cloud communications services market and offer competing products, including companies that currently compete in other
sectors, companies that serve consumers rather than business customers, or companies which expand their market presence to include
business communications. This potential competition may take many forms and may offer products and applications similar to net2phone.
If these new competitors emerge, the cloud communications services market will become increasingly competitive and net2phone may
not be able to maintain or improve its market position. net2phone’s failure to do so could materially and adversely affect
our business and results of operations.
We could fail to comply with requirements imposed on us by
certain third parties, including regulators, which could have a materially adverse effect on our results of operations, financial
condition, revenues, and profits.
A significant and increasing portion of our transactions are
processed using debit cards, credit cards, and other digital payment methods. The banks, credit card companies, networks, and other
payment processing providers impose strict regulatory, compliance, system, and other requirements to participate in such parties’
payment systems. We are required to comply with the privacy provisions of various federal and state privacy statutes and regulations,
and the Payment Card Industry Data Security Standard, or PCI DSS, each of which is subject to change at any time. Compliance with
PCI DSS does not guarantee a completely secure environment and notwithstanding the results of this assessment there can be no assurance
that payment card brands will not request further compliance assessments or set forth additional requirements to maintain access
to credit card processing services. Compliance with PCI DSS is an ongoing effort and the requirements evolve as new threats
are identified. Compliance with these requirements is often difficult and costly, and our failure, or our counterparty’s
failure, to comply may result in significant fines or civil penalties, regulatory enforcement action, liability under or termination
of necessary agreements related to our payment services business, each of which could have a material adverse effect on our financial
position and/or operations and that of our distributors who could be liable as well. Further, our payment services are subject
to stringent requirements by regulators and trade organizations in various jurisdictions. Our payment services unit is subject
to federal and state banking regulations and we are also subject to further regulation by those states in which we are licensed
as a money transmitter. We may not be able to comply with all such requirements in a timely manner or remain in compliance. If
we are not in compliance, we could be subject to penalties or the termination of our rights to participate in such payment systems
or provide such services, which could have a material negative impact on our ability to grow our businesses and our revenues and
profits.
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Our business, results of operation and financial condition
could be adversely affected by the coronavirus COVID-19 pandemic and the restrictions put in place in connection therewith.
We are responding to the global outbreak of COVID-19 by taking
steps to mitigate the potential risks to us posed by its spread and the impact of the restrictions put in place by governments
to protect the population. We continue to execute our business continuity plan and have implemented a comprehensive set of actions
for the health and safety of our employees, customers, and business partners. Our employees transitioned to work-from-home during
fiscal 2020 where appropriate.
We continue to implement strong physical and cyber-security
measures to ensure our systems remain functional to both serve our operational needs with a remote workforce and to provide uninterrupted
service to our customers. We face challenges due to the need to operate with the remote workforce and are addressing those challenges
to minimize the impact on our ability to operate.
In the six months ended July 31, 2020, the impacts of COVID-19
and related public health restrictions had a mixed financial impact on our business, operations and financial condition. Negative
impacts of COVID-19 on our business as of July 31, 2020 included:
● Reduced staffing levels in our field operations.
If the COVID-19 pandemic continues for
a prolonged period or has a more significant impact than currently, our business, operations, and financial condition could be
impacted in more significant ways. The continued spread of COVID-19 and efforts to contain the virus could have the following impacts,
in addition to exacerbating the impacts described above:
● Adversely impact our strategic business plans and growth strategy;
● Cause impairments of goodwill or long-lived assets; and
As of July 31, 2020, we had not experienced
significant adverse impacts to our results of operations, financial condition, or cash flows. However, the situation remains fluid
and we cannot predict with certainty the potential impact of COVID-19 on our business, results of operations, financial condition,
and cash flows.
Our international operations subject
us to additional risks which could have an adverse effect on our business, operating results, and financial condition.
We have attempted to control our operating
expenses by utilizing lower-cost labor in foreign countries such as Belarus, Guatemala, and Israel and we may in the future expand
our reliance on offshore labor to other countries. Our employees in Belarus and Israel primarily help develop, test, and maintain
certain of our technology. Our labor source in Guatemala primarily performs certain call center, administrative, and customer acquisition functions.
Countries outside of the United States
may be subject to relatively higher degrees of political and social instability and may lack the infrastructure to withstand political
unrest or natural disasters. The occurrence of natural disasters, pandemics, such as COVID-19, or political or economic
instability in these countries could interfere with work performed by these labor sources or could result in our having to replace
or reduce these labor sources. If countries in which we operate experience civil or political unrest or acts
of terrorism, especially when such unrest leads to an unseating of the established government, our operations in such countries
could be materially impaired. Our vendors in other countries could potentially shut down suddenly for any reason, including financial
problems or personnel issues. Such disruptions could decrease efficiency, increase our costs and have an adverse effect on our
business or results of operations.
For example, in August 2020, political
unrest in Belarus related to its elections resulted in our Belarus operations being nearly unable to operate for multiple days
and significantly reduced productivity in our Belarus operations for multiple weeks.
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The practice of utilizing labor based
in foreign countries has come under increased scrutiny in the United States. Governmental authorities could seek to impose financial
costs or restrictions on foreign companies providing services to customers or companies in the United States. Governmental authorities
may attempt to prohibit or otherwise discourage us from sourcing services from offshore labor.
The Foreign Corrupt Practices Act and
other applicable anti-corruption laws and regulations prohibit certain types of payments by our employees, vendors and agents.
Any violation of the applicable anti-corruption laws or regulations by us, our subsidiaries or our local agents could expose us
to significant penalties, fines, settlements, costs and consent orders that may curtail or restrict our business as it is currently
conducted and could have an adverse effect on our business, financial condition or results of operations.
Weakness of the United States dollar
in relation to the currencies used in these foreign countries may also reduce the savings achievable through this strategy and
could have an adverse effect on our business, financial condition, and results of operations.
Our U.K.-based businesses and business between the U.K. 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 has entered a transition period until
December 31, 2020. During the transition period, the United Kingdom and the EU have stated that they will seek to negotiate a trade
deal, and the United Kingdom will remain in both the EU customs union and single market.
The effects of Brexit will depend on agreements, if any, the
United Kingdom makes to retain access to EU markets. Brexit creates an uncertain political and economic environment in the United
Kingdom and potentially across other EU member states for the foreseeable future, including while the terms of Brexit are being
negotiated, and such uncertainties could impair or limit our ability to transact business in the member EU states.
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. Depending on the terms reached regarding Brexit, it is possible that there
may be adverse practical and/or operational implications on our business.
A significant amount of the regulatory regime that applies to
us in the United Kingdom is derived from EU directives and regulations. Brexit could change the legal and regulatory framework
within the United Kingdom where we operate and is likely to lead to legal uncertainty and potentially divergent national laws and
regulations as the United Kingdom determines which EU laws to replace or replicate. Consequently, no assurance can be given as
to the impact of Brexit and, in particular, no assurance can be given that our operating results, financial condition, and prospects
would not be adversely impacted by the result.
IDT Financial Services Limited, or IDTFS, our Gibraltar-based
bank, currently operates under a license from the Gibraltar Financial Services Commission, or the FSC. As an overseas British Territory,
following the Brexit transition period, the passporting rights enjoyed by IDTFS under EU law will cease to be in effect. Absent
other arrangements or accommodations provided by the EU or individual member states, IDTFS will not be permitted to provide services
to customers in EU countries. We are currently seeking an e-money license issued by an EU country, but we cannot assure that any
such license will be issued in a timely manner, if at all, or if the conditions of any such license that is issued will impact
the operations of IDTFS. If IDTFS does not obtain a license in a timely manner, its operations and ability to service its customers
would be materially and adversely affected.
If we fail to maintain an effective
system of internal control over financial reporting, we may not be able to accurately report our financial results, and current
and potential stockholders may lose confidence in our financial reporting which could have a negative effect on the trading price
of our stock.
We are required by the Securities and Exchange Commission to
establish and maintain adequate internal control over financial reporting that provides reasonable assurance regarding the reliability
of our financial reporting and the preparation of financial statements in accordance with accounting principles generally accepted
in the United States. We are likewise required, on a quarterly basis, to evaluate the effectiveness of our internal controls and
to disclose any changes and material weaknesses in those internal controls. A material weakness is a deficiency, or a combination
of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement
of the company’s annual or interim financial statements will not be prevented or detected on a timely basis
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In our Annual Report on Form 10-K for the year ended July 31,
2019, we reported that we had a material weakness because management’s review controls associated with non-income related
taxes related to one of our foreign entities were not effective. We believe that our remediation measures in fiscal 2020 adequately
addressed the material weakness that existed at July 31, 2019 (see Item 9A to Part II “Controls and Procedures” included
elsewhere in this Annual Report).
We cannot be certain that our expanded knowledge and revised
internal control practices will ensure that we maintain adequate internal control over our financial reporting in future periods.
Any failure to maintain such internal controls could adversely impact our ability to report our financial results on a timely and
accurate basis. If our financial statements are not accurate, investors may not have a complete understanding of our operations.
Likewise, if our financial statements are not filed on a timely basis as required by the Securities and Exchange Commission and
The New York Stock Exchange, we could face severe consequences from those authorities. In either case, there could result a material
adverse effect on our business. Inferior internal controls could also cause investors to lose confidence in our reported financial
information, which could have a negative effect on the trading price of our stock.
Risks Related to Our Financial Condition
We hold cash, cash equivalents, debt securities and equity
investments that are subject to various market risks.
At July 31, 2020, we had cash, cash equivalents, debt securities,
and current equity investments of $109.2 million. Debt securities and equity investments carry a degree of risk, as there can be
no assurance that we can redeem them at any time and that our investment managers will be able to accurately predict the course
of price movements and, in general, the securities markets have in recent years been characterized by great volatility and unpredictability.
As a result of these different market risks, our holdings of cash, cash equivalents, debt securities and equity investments could
be materially and adversely affected.
We may need additional capital to sustain or accelerate
our operations, which we may not be able to obtain on acceptable terms or at all. If we are unable to raise additional capital,
as needed, the future growth of our business and operations could be adversely affected.
We currently expect our cash from operations in fiscal 2021
and the balance of cash, cash equivalents, debt securities, and current equity investments that we held on July 31, 2020 to be
sufficient to meet our currently anticipated working capital and capital expenditure requirements during fiscal 2021. However,
we may require, or otherwise seek, additional financing to fund operations, accelerate our growth or for other purposes. If
we raise additional funds through the issuance of equity or convertible debt securities, the percentage ownership held by existing
stockholders will be reduced and our stockholders may experience significant dilution. In addition, new securities may
contain rights, preferences or privileges that are senior to those of our common stock. If we raise additional capital
by incurring debt, this will result in increased interest expense. There can be no assurance that acceptable financing
necessary to further implement our plan of operation can be obtained on suitable terms, if at all. Our ability to develop
our business could suffer if we are unable to raise additional funds on acceptable terms, which would have the effect of limiting
our ability to increase our revenues, develop our products or attain profitable operations.
Intellectual Property, Tax, Regulatory, and Litigation
Risks
We provide communications and payment services to consumers
and are therefore subject to various federal and state laws and regulations.
As a provider of communications and payment services to consumers,
such as BOSS Revolution Calling or BOSS Revolution Money Transfer, we are subject to various federal and state laws and regulations
relating to the manner in which we advertise our services, describe and present the terms of our services, and communicate with
our customers and consumers in general. Compliance with these laws requires us to be constantly vigilant as they often vary from
state to state. Failure to comply with these laws could result in action being taken by federal and state agencies or offices responsible
for consumer protection, like the Federal Trade Commission which could have a materially adverse effect on our results of operations,
financial condition, revenues, and profits.
We may be adversely affected if we fail to protect our
proprietary technology.
We depend on proprietary technology and other intellectual property
rights in conducting our various business operations. We rely on a combination of patents, copyrights, trademarks and trade secret
protection and contractual rights to establish and protect our proprietary rights. Circumstances outside our control could pose
a threat to our intellectual property rights. For example, effective intellectual property protection may not be available
in every country in which our products and services are distributed. Also, the efforts we have taken to protect our proprietary
rights may not be sufficient or effective. Any significant impairment of our intellectual property rights could harm
our business or our ability to compete. Also, protecting our intellectual property rights is costly and time consuming.
Any increase in the unauthorized use of our intellectual property could make it more expensive to do business and harm our
operating results. Failure of our patents, copyrights, trademarks, and trade secret protection, non-disclosure agreements
and other measures to provide protection of our technology and our intellectual property rights could enable our competitors to
more effectively compete with us and have an adverse effect on our business, financial condition, and results of operations.
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In addition, we may be required to litigate in the future to
enforce our intellectual property rights, to protect our trade secrets, to determine the validity and scope of the proprietary
rights of others, or to defend against claims of infringement or invalidity. Any such litigation could result in substantial costs
and diversion of resources and could have a material adverse effect on our business, financial condition, or results of operations,
and there can be no assurances that we will be successful in any such litigation.
We may be subject to claims of infringement of intellectual
property rights of others, which could have a material adverse effect on our results of operations, financial condition, revenues,
and profits.
Companies in the telecommunications industry and other industries
in which we compete own large numbers of patents, copyrights and trademarks and frequently enter into litigation based
on allegations of infringement or other violations of intellectual property rights. As we face increasing competition,
the possibility of intellectual property claims against us grows. Although we do not believe that we infringe upon the
intellectual property rights of others, our technologies may not be able to withstand any third-party claims or
rights against their use. From time to time we may be subject to claims and legal proceedings from third parties regarding
alleged infringement by us of trademarks, copyrights, patents and other intellectual property rights. Such suits can be expensive
and time consuming and could distract us and our management from focusing on our businesses. Further, loss of such suits could
result in financial burdens and the requirement to modify our modes of operation, which could materially adversely affect our business.
We are subject to tax and regulatory audits which could
result in the imposition of liabilities that may or may not have been reserved.
We are subject to audits by taxing and regulatory authorities
with respect to certain of our income and operations. These audits can cover periods for several years prior to the date the audit
is undertaken and could result in the imposition of liabilities, interest and penalties if our positions are not accepted by the
auditing entity.
Our 2017 FCC Form 499-A, which reports our calendar year 2016
revenue, related to payments due to the FCC, is currently under audit by Universal Service Administrative Company, or USAC. The
Internal Audit Division of USAC issued preliminary audit findings and we have, in accordance with audit procedures, noted our objections
to some of the findings. We await a final decision by USAC on the preliminary audit findings. Depending on the findings
contained in the final decision, we may further appeal to the FCC. As of July 31, 2020, our accrued expenses included $40.8
million for these regulatory fees for the years covered by the audit, as well as prior and subsequent years. If we do not properly
calculate, or have not properly calculated, the amount payable by us to the FCC, we may be subject to interest and penalties.
We are subject to value added tax, or VAT, audits from time-to-time
in various jurisdictions. In the conduct of such audits, we may be required to disclose information of a sensitive nature and,
in general, to modify the way we have conducted business with our distributors until the present, which may affect our business
in an adverse manner.
We are also subject to audits in various jurisdictions for various
other taxes, including utility excise tax, sales and use tax, communications services tax, gross receipts tax and property tax.
We may be subject
to state sales taxes that we have not paid, collected from our customers or reserved for on our financial statements, which could
materially and adversely affect our business, financial condition and operating results.
On June 21, 2018, the
United States Supreme Court rendered a decision in South Dakota v. Wayfair, Inc., holding that a state may require a remote seller
with no physical presence in the state to collect and remit sales tax on goods and services provided to purchasers in the state,
overturning certain existing court precedent. We have evaluated our state tax filings with respect to the recent Wayfair
decision and are in the process of reviewing our remittance practices. It is possible that one or more jurisdictions may assert
that we have liability for periods for which we have not collected sales, use or other similar taxes, and if such an assertion
or assertions were successful it could materially and adversely affect our business, financial condition and operating results.
One or more jurisdictions may change their laws or policies to apply their sales, use or other similar taxes to our operations,
and if such changes were made it could materially and adversely affect our business, financial condition, and operating results.
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Our business is subject to strict regulation under federal
law regarding anti-money laundering and anti-terrorist financing. Failure to comply with such laws, or abuse of our programs for
purposes of money laundering or terrorist financing, could have a material adverse impact on our business, financial condition,
and operating results.
Provisions of the USA PATRIOT Act, the Bank Secrecy Act and
other federal laws impose substantial regulations on financial institutions that are designed to prevent money laundering and the
financing of terrorist organizations. Increasing regulatory scrutiny of our industry with respect to money laundering and terrorist
financing matters could result in more aggressive enforcement of these laws or the enactment of more onerous regulation, which
could have a material adverse impact on our business. In addition, abuse of our money transfer services or prepaid card programs
for purposes of money laundering or terrorist financing, notwithstanding our efforts to prevent such abuse through our regulatory
compliance and risk management programs, could cause reputational or other harm that would have a material adverse impact on our
business, financial condition, and operating results.
Our business is subject to a wide range of laws and regulations
intended to help detect and prevent illegal or illicit activity and our failure, or the failure of one of our disbursement partners
or payment processors to comply with those laws and regulations could harm our business, financial condition, and operating results.
Our money transfer and network branded prepaid card services
are subject to a strict set of legal and regulatory requirements intended to help detect and prevent money laundering, terrorist
financing, fraud and other illicit activity. The interpretation of those requirements by judges, regulatory bodies and enforcement
agencies is changing, often quickly and with little notice. Economic and trade sanctions programs that are administered by the
U.S. Treasury Department’s Office of Foreign Assets Control, or OFAC, prohibit or restrict transactions to or from or dealings
with specified countries, their governments, and in certain circumstances, with individuals and entities that are specially-designated
nationals of those countries, narcotics traffickers and terrorists or terrorist organizations. As federal, state and foreign legislative
regulatory scrutiny and enforcement action in these areas increase, we expect our costs to comply with these requirements will
increase, perhaps substantially. Failure to comply with any of these requirements by us, our regulated retailers or our disbursement
partners could result in the suspension or revocation of a money transmitter license, the limitation, suspension or termination
of our services, the seizure and/or forfeiture of our assets and/or the imposition of civil and criminal penalties, including fines.
Furthermore, failure by us or our agents to comply with applicable
laws and regulations could also result in termination of contracts with our banks and/or merchant payment processor. Termination
of services by one of our retail banks would seriously diminish our ability to collect funds from our BOSS Revolution agents. Likewise,
termination of services by our merchant processor would negatively impact our ability to process payments in our digital channels.
The foregoing laws and regulations are constantly evolving,
unclear and inconsistent across various jurisdictions, making compliance challenging. If we fail to update our compliance system
to reflect legislative or regulatory developments, we could incur penalties. New legislation, changes in laws or regulations, implementing
rules and regulations, litigation, court rulings, changes in industry practices or standards, changes in systems rules or requirements
or other similar events could expose us to increased compliance costs, liability, reputational damage, and could reduce the market
value of our money transfer and network branded prepaid card services or render them less profitable or obsolete.
The Dodd-Frank Act, as well as the regulations required
by the Dodd-Frank Act and the Consumer Financial Protection Bureau could harm us and the scope of our activities, and could harm
our operations, results of operations, and financial condition.
The Dodd-Frank Act, which became law in the United States on
July 21, 2010, calls for significant structural reforms and substantive regulation across the financial services industry. In addition,
the Dodd-Frank Act created the Consumer Financial Protection Bureau, or CFPB, whose purpose is to issue and enforce consumer protection
initiatives governing financial products and services, including money transfer services.
We may be subject to examination by the CFPB, which has broad
authority to enforce consumer financial laws. The CFPB has a large budget and staff and has broad authority with respect to our
money transfer service and related business. It is authorized to collect fines and provide consumer restitution in the event of
violations, engage in consumer financial education, track consumer complaints, request data and promote the availability of financial
services to underserved consumers and communities. In addition, the CFPB may adopt other regulations governing consumer financial
services, including regulations defining unfair, deceptive or abusive acts or practices, and new model disclosures. The CFPB’s
authority to change regulations adopted in the past by other regulators, or to rescind or alter past regulatory guidance, could
increase our compliance costs and litigation exposure.
The Dodd-Frank Act establishes a Financial Stability Oversight
Counsel that is authorized to designate as “systemically important” non-bank financial companies and payment systems.
Companies designated under either standard will become subject to new regulation and regulatory supervision. If we were designated
under either standard, the additional regulatory and supervisory requirements could result in costly new compliance burdens or
may require changes in the way we conduct business that could harm our business, financial condition and operating results.
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We are subject to licensing and other requirements imposed
by U.S. state regulators, and the U.S. federal government. If we were found to be subject to or in violation of any laws or regulations
governing money transmitters, we could lose our licenses, be subject to liability or be forced to change our business practices,
which could harm our operations, results of operations, and financial condition.
A number of states and territories have enacted legislation
regulating money transmitters, with 49 states requiring a license as of July 31, 2020. At July 31, 2020, we had obtained licenses
to operate as a money transmitter in 48 U.S. states, Washington, D.C. and Puerto Rico. We are also registered as money services
businesses with the Financial Crimes Enforcement Network of the U.S. Department of the Treasury, or FinCEN. As a licensed money
transmitter, we are subject to bonding requirements, liquidity requirements, restrictions on our investment of customer funds,
reporting requirements, and inspection by state and foreign regulatory agencies. If we were found to be subject to and in violation
of any banking or money services laws or regulations, we could be subject to liability or additional restrictions, such as increased
liquidity requirements. In addition, our licenses could be revoked, or we could be forced to cease doing business or change our
practices in certain states or jurisdictions or be required to obtain additional licenses or regulatory approvals that could impose
a substantial cost on us. Regulators could also impose other regulatory orders and sanctions on us. Any change to our business
practices that makes our service less attractive to customers or prohibits use of our services by residents of a particular jurisdiction
could decrease our transaction volume and harm our business, financial condition, and operating results.
Our disbursement partners generally are regulated institutions
in their home jurisdiction, and money transfers are regulated by governments in both the United States and in the jurisdiction
of the recipient. If our disbursement partners fail to comply with applicable laws, it could harm our business., results of operations,
and financial condition.
Money transfers are regulated by state, federal and foreign
governments. Many of our disbursement partners are banks that are heavily regulated by their home jurisdictions. Our non-bank disbursement
partners are also subject to money transfer regulations. We require regulatory compliance as a condition to our continued relationship,
perform due diligence on our disbursement partners, and monitor them periodically with the goal of meeting regulatory expectations.
However, there are limits to the extent to which we can monitor their regulatory compliance. Any determination that our disbursement
partners or their sub-disbursement partners have violated laws and regulations could seriously damage our reputation, resulting
in diminished revenue and profit and increased operating costs. While our services are not directly regulated by governments outside
the United States, except with respect to our Gibraltar bank as discussed below, it is possible that in some cases we could be
liable for the failure of our disbursement partners or their sub-disbursement partners to comply with laws, which also could harm
our business, financial condition, and results of operations.
IDTFS in Gibraltar is regulated by the Gibraltar FSC, and, as
such, is subject to Gibraltarian and EU laws relating to financial institutions. As an issuer of prepaid debit cards for programs
operated by other entities, commonly known as program managers, IDTFS is responsible, inter alia, for anti-money laundering laws
oversight and compliance. If we were to fail to implement the requisite controls or follow the rules and procedures mandated by
the FSC and applicable law, we could be subject to regulatory fines, and even the loss of our banking license.
We receive, store, process and use personal information
and other data, which subjects us to governmental regulation and other legal obligations related to privacy. Our actual or perceived
failure to comply with such obligations could harm our business, financial condition, and results of operations.
We receive, store, and process personal information and other
customer data, including bank account numbers, credit and debit card information, identification numbers, and images of government
identification cards. As a result, we are required to comply with the privacy provisions of the Gramm-Leach-Bliley Act of 1999,
or the Gramm-Leach-Bliley Act, and the PCI DSS. There are also numerous other federal, state, local and international laws , such
as the California Consumer Privacy Act (CCPA) and the European Union’s General Data Protection Regulation (GDPR), regarding
privacy and the storing, sharing, use, processing, disclosure and protection of personal information and other customer data, the
scope of which are changing, subject to differing interpretations, and may be inconsistent among different jurisdictions or conflict
with other applicable rules. It is possible that these obligations may be interpreted and applied in a manner that is inconsistent
from one jurisdiction to another and may conflict with other rules or our business practices.
Additionally, with advances in computer capabilities and data
protection requirements to address ongoing threats, we may be required to expend significant capital and other resources to protect
against potential security breaches or to alleviate problems caused by security breaches.
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Any failure or perceived failure by us to comply with our privacy
policies, our privacy-related obligations to customers or other third parties, or our privacy-related legal obligations, or any
compromise of security that results in the unauthorized release or transfer of personally identifiable information or other customer
data, may result in governmental enforcement actions, fines or litigation. If there is a breach of credit or debit card information
that we store, we could also be liable to the issuing banks for their cost of issuing new cards and related expenses. In addition,
a significant breach could result in our being prohibited from processing transactions for any of the relevant network organizations,
such as Visa or MasterCard, which would harm our business. If any third parties with whom we work, such as marketing partners,
vendors or developers, violate applicable laws or our policies, such violations may put our customers’ information at risk
and could harm our business. Any negative publicity arising out of a data breach or failure to comply with applicable privacy requirements
could damage our reputation and cause our customers to lose trust in us, which could harm our business, results of operations,
financial position, and potential for growth.
Federal and state regulations may be passed that could
harm our business, financial condition, and results of operations.
Our ability to provide VoIP communications services at attractive
rates arises in large part from the fact that VoIP services are not currently subject to the same level of regulation as traditional,
switch-based telephony. The use of the Internet and private IP networks to provide voice communications services is largely unregulated
within the United States, although several foreign governments have adopted laws and/or regulations that could restrict or prohibit
the provision of voice communications services over the Internet or private IP networks. If interconnected VoIP services become
subject to state regulation and/or additional regulation by the FCC, such regulation will likely lead to higher costs and reduce