Item 7. Management’s Discussion and Analysis of Financial
Condition and Results of Operations.
This Annual Report contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements
that contain the words “believes,” “anticipates,” “expects,” “plans,” “intends”
and similar words and phrases. These forward-looking statements are subject to risks and uncertainties that could cause actual
results to differ materially from the results projected in any forward-looking statement. In addition to the factors specifically
noted in the forward-looking statements, other important factors, risks and uncertainties that could result in those differences
include, but are not limited to, those discussed under Item 1A to Part I “Risk Factors” in this Annual Report. The
forward-looking statements are made as of the date of this Annual Report, and we assume no obligation to update the forward-looking
statements, or to update the reasons why actual results could differ from those projected in the forward-looking statements. Investors
should consult all of the information set forth in this report and the other information set forth from time to time in our reports
filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933 and the Securities Exchange Act of 1934,
including our reports on Forms 10-Q and 8-K.
The following discussion should be read in conjunction with
the Consolidated Financial Statements and Notes thereto included in Item 8 of this Annual Report.
28
CRITICAL ACCOUNTING POLICIES
Our financial statements and accompanying notes are prepared
in accordance with accounting principles generally accepted in the United States of America, or U.S. GAAP. The preparation of financial
statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue
and expenses as well as the disclosure of contingent assets and liabilities. Critical accounting 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 assets, income taxes, sales taxes, and regulatory agency fees, and 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. See Note 1 to
the Consolidated Financial Statements in this Annual Report for a complete discussion of our significant accounting policies.
Allowance for Doubtful Accounts
Our allowance for doubtful accounts was $6.1 million at July
31, 2020 and $5.4 million at July 31, 2019. The allowance for doubtful accounts as a percentage of gross trade accounts receivable
increased to 12.1% at July 31, 2020 from 8.6% at July 31, 2019 because the allowance for doubtful accounts increased and gross
trade accounts receivable decreased at July 31, 2020 compared to July 31, 2019. The allowance for doubtful accounts increased at
July 31, 2020 compared to July 31, 2019 primarily due to increases in the allowance for doubtful accounts of NRS, net2phone, and
IDT Payment Services, which corresponds to the increases in their revenues in fiscal 2020 compared to fiscal 2019. Gross trade
accounts receivable decreased at July 31, 2020 compared to July 31, 2019 mostly due to the decrease in Carrier Services’
trade accounts receivable as a result of the decrease in Carrier Services’ revenues in fiscal 2020 compared to fiscal 2019.
We estimate the balance of our allowance for doubtful accounts
by analyzing accounts receivable balances by age and applying historical write-off and collection trend rates. Our estimates
include separately providing for customer receivables based on specific circumstances and credit conditions, and when it is deemed
probable that the balance is uncollectible. Account balances are written off against the allowance when it is determined that
the receivable will not be recovered. Our estimates of recoverability of customer accounts may change due to new developments,
changes in assumptions or changes in our strategy, which may impact our allowance for doubtful accounts balance. We continually
assess the likelihood of potential amounts or ranges of recoverability and adjust our allowance accordingly; however, actual collections
and write-offs of trade accounts receivables may materially differ from our estimates.
Goodwill
Our goodwill is attributable to our Retail Communications reporting
unit in our Telecom & Payment Services segment and our net2phone-UCaaS reporting unit in our net2phone segment. Retail Communications’
goodwill was $11.3 million and $11.2 million at July 31, 2020 and 2019, respectively, and net2phone-UCaaS’ goodwill was $1.5
million and nil at July 31, 2020 and 2019, respectively.
Goodwill is not amortized. Instead, goodwill is reviewed annually
(or more frequently under various conditions) for impairment using a fair value approach. We perform our annual, or interim, goodwill
impairment test by comparing the fair value of the reporting unit with its carrying amount. We would recognize an impairment charge
for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized would not
exceed the total amount of goodwill allocated to the reporting unit. Additionally, we consider income tax effects from any tax-deductible
goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. The fair value
of the reporting unit is estimated using discounted cash flow methodologies, as well as considering third party market value indicators.
The annual impairment tests for Retail Communications in fiscal
2020 and fiscal 2019 and net2phone-UCaaS in fiscal 2020 resulted in no goodwill impairment, since their estimated fair values substantially
exceeded their carrying value at those times. In addition, we do not believe Retail Communications or net2phone-UCaaS are currently
at risk of goodwill impairment. Calculating the fair value of the reporting unit requires significant estimates and assumptions
by management. Should the estimates and assumptions regarding the fair value of the reporting unit prove to be incorrect, we may
be required to record impairments to our goodwill in future periods and such impairments could be material.
We have the option to perform a qualitative assessment to determine
whether it is necessary to perform the quantitative goodwill impairment test. However, we may elect to perform the quantitative
goodwill impairment test even if no indications of a potential impairment exist.
29
Valuation of Long-Lived Assets
We test the recoverability of our long-lived assets whenever
events or changes in circumstances indicate that the carrying value of any such asset may not be recoverable. Such events or changes
in circumstances include:
● significant adverse changes in the business climate in which we operate; and
● loss of a significant contract.
There were no such events or changes in circumstances in fiscal
2020 or fiscal 2019. If we determine that the carrying value of certain long-lived assets may not be recoverable, we test for impairment
based on the projected undiscounted cash flows to be derived from such asset. If the projected undiscounted future cash flows are
less than the carrying value of the asset, we will record an impairment loss based on the difference between the estimated fair
value and the carrying value of the asset. We generally measure fair value by considering sale prices for similar assets or by
discounting estimated future cash flows from the asset using an appropriate discount rate. Cash flow projections and fair value
estimates require significant estimates and assumptions by management. Should our estimates and assumptions prove to be incorrect,
we may be required to record impairments in future periods and such impairments could be material.
Income Taxes, Sales Taxes, and Regulatory Agency Fees
Our current and deferred income taxes and associated valuation
allowance, accruals for sales taxes, as well as telecom regulatory agency fee accruals, are impacted by events and transactions
arising in the normal course of business as well as in connection with special and non-routine items. Assessment of the appropriate
amount of income taxes, sales taxes, and certain regulatory agency fees is dependent on several factors, including estimates of
the timing and realization of deferred income tax assets, the results of audits, changes in tax laws or regulatory agency rules
and regulations, as well as unanticipated future actions impacting related accruals of regulatory agency fees.
The valuation allowance on our deferred income tax assets was
$58.7 million and $74.2 million at July 31, 2020 and 2019, respectively. In fiscal 2020, due to taxable income in the United States,
we utilized deferred tax assets and released the corresponding valuation allowance to offset income tax expense of $3.5 million.
In addition, in fiscal 2020, we released an additional $8.4 million of the valuation allowance on the portion of the deferred tax
assets that we are more likely than not going to utilize because we are forecasting future profitability in the United States.
On June 21, 2018, in South Dakota v Wayfair Inc., the United
States Supreme Court held that states may charge sales tax on purchases made from out-of-state sellers, even if the seller does
not have a physical presence in the taxing state. We have evaluated our state tax filings with respect to the Wayfair decision
and are in the process of reviewing our remittance practices. It is possible that one or more jurisdictions may assert that we
have liability for periods for which we have not collected sales, use or other similar taxes, and if such an assertion or assertions
were successful it could adversely affect our business, financial position and operating results. One or more jurisdictions may
change their laws or policies to apply their sales, use or other similar taxes to our operations, and if such changes were made
it could materially and adversely affect our business, financial position and operating results.
Our 2017 FCC Form 499-A, which reports our calendar year 2016
revenue, related to payments due to the FCC, is currently under audit by the Internal Audit Division of the Universal Service Administrative
Company. At July 31, 2020 and 2019, our accrued expenses included $40.8 million and $44.7 million, respectively, 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, we may be subject to interest and penalties.
Direct Cost of Revenues—Disputed Amounts
Our direct cost of revenues includes estimated amounts for pending
disputes with other carriers. The billing disputes typically arise from differences in minutes of use and/or rates charged by carriers
that provide service to us. At July 31, 2020 and 2019, there was $19.9 million and $22.4 million, respectively, in outstanding
carrier payable disputes, for which we recorded direct cost of revenues of $7.5 million and $9.4 million, respectively. We consider
various factors to determine the amount to accrue for pending disputes, including (1) our historical experience in dispute resolution,
(2) the basis of disputes, (3) the financial status and our current relationship with vendors, and (4) our aging of prior disputes.
Subsequent adjustments to our estimates may occur when disputes are resolved or abandoned, but these adjustments are generally
not material to our results of operations. However, there can be no assurance that revisions to our estimates will not be material
to our results of operations in the future.
30
RECENTLY ISSUED ACCOUNTING STANDARDS NOT YET ADOPTED
In June 2016, the Financial Accounting Standards Board, or FASB,
issued Accounting Standards Update, or ASU, No. 2016-13, Financial Instruments—Credit Losses (Topic 326), Measurement
of Credit Losses on Financial Instruments, that changes the impairment model for most financial assets and certain other instruments.
For receivables, loans and other instruments, entities will be required to use a new forward-looking current expected credit loss
model that generally will result in the earlier recognition of allowance for losses. For available-for-sale debt securities with
unrealized losses, entities will measure credit losses in a manner similar to current practice, except the losses will be recognized
as allowances instead of reductions in the amortized cost of the securities. In addition, an entity will have to disclose significantly
more information about allowances, credit quality indicators and past due securities. The new provisions will be applied as a cumulative-effect
adjustment to retained earnings. We will adopt the new standard on August 1, 2023. We are evaluating the impact that the new standard
will have on our consolidated financial statements.
In December 2019, the FASB issued ASU No. 2019-12, Income
Taxes (Topic 740), Simplifying the Accounting for Income Taxes, that removes certain exceptions to the general principles
in Topic 740, and clarifies and amends existing guidance in Topic 740. We will adopt the new standard on August 1, 2021. We are
evaluating the impact that the new standard will have on our consolidated financial statements.
In January 2020, the FASB issued ASU No. 2020-01, Investments—Equity
Securities (Topic 321), Investments—Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic
815), that clarifies the interactions between Topic 321, Topic 323, and Topic 815. The amendments in this ASU affect the application
of the measurement alternative for certain equity securities and the equity method of accounting, and guidance for certain forward
contracts and purchased options to purchase securities, that, upon settlement or exercise, would be accounted for under the equity
method of accounting. We will adopt the new standard on August 1, 2021. We are evaluating the impact that the new standard will
have on our consolidated financial statements.
RESULTS OF OPERATIONS
We are a multinational company with operations primarily in
the communications and payment industries. We have two reportable business segments, Telecom & Payment Services and net2phone.
Our Telecom & Payment Services segment provides retail telecommunications and payment offerings as well as wholesale international
long-distance traffic termination. Our net2phone segment provides cloud communications and telephony services to business customers.
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, continued to work-from-home in the fourth quarter. Our salespeople
and delivery employees continued to serve our independent retailers and channel partners with minimal interruption.
COVID-19 had mixed financial impacts on us during the
third and fourth quarters of fiscal 2020. It drove significant increases in demand for our consumer offerings, principally
BOSS Revolution Money Transfer, BOSS Revolution Calling and Mobile Top-Up, through our digital channels during the latter
half of March and into April. Digital transaction levels remained relatively stable at levels significantly above
pre-COVID-19 levels in the fourth quarter of fiscal 2020. Conversely, consumer sales originating through retailers and
channel partners slowed modestly in late March and April before stabilizing in the fourth quarter. NRS was slightly impacted
by the closure of some of its retailers in the third quarter, 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 enabled NRS to expand sales of terminals and payment processing and advertising
services in the fourth quarter of fiscal 2020. net2phone-UCaaS’ customer base growth slowed somewhat in the second half
of our third fiscal quarter in certain Latin American markets. However, aggregate sales rebounded in the fourth quarter in
most of our markets led by increases in the United States. Carrier Services’ revenue, which has been declining as
communications globally transition away from traditional international long-distance voice, was further exacerbated by the
impact of COVID-19 as business communications shifted from calling to video conferencing and other collaboration
platforms.
As of the date of this filing, management believes that we continue
to have sufficient liquidity and capital resources for the foreseeable future. Looking ahead, current economic conditions, if enduring,
may create additional hardship for many of our customers. Over the longer term, sustained levels of high unemployment along with
declining economic activity and less favorable foreign exchange market conditions could materially and adversely impact us by dampening
demand for both our retail and wholesale offerings. 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.
31
Concentration of Customers
Our most significant customers typically include telecom operators
to whom we provide wholesale services and distributors of our retail calling products. While they may vary from quarter to quarter,
our five largest customers collectively accounted for 12.7% and 13.6% of total consolidated revenues in fiscal 2020 and fiscal
2019, respectively. Our customers with the five largest receivables balance collectively accounted for 13.8% and 20.6% of the consolidated
gross trade accounts receivable at July 31, 2020 and 2019, respectively. This concentration of customers increases our risk associated
with nonpayment by those customers. In an effort to reduce our risk, we perform ongoing credit evaluations of our significant customers,
and in some cases, do not offer credit terms to customers, choosing instead to require prepayment. Historically, when we have issued
credit, we have not required collateral to support trade accounts receivables from our customers. However, when necessary, we have
imposed stricter credit restrictions on our customers. In some cases, this has resulted in our sharply curtailing, or ceasing completely,
sales to certain customers. We attempt to mitigate our credit risk related to specific Carrier Services customers by also buying
services from the customer, in order to create an opportunity to offset our payables and receivables with the customer. In this
way, we can continue to sell services to these customers while reducing our receivable exposure risk. When it is practical to do
so, we will increase our purchases from Carrier Services customers with receivable balances that exceed our applicable payables
in order to maximize the offset and reduce our credit risk.
Year Ended July 31, 2020 compared to Year Ended July 31,
2019
The following table sets forth certain items in our statements
of income as a percentage of our total revenues:
REVENUES:
Telecom & Payment Services 96.2 % 96.6 %
COSTS AND EXPENSES:
Direct cost of revenues (exclusive of depreciation and amortization) 80.5 83.3
Selling, general and administrative 16.0 14.5
Depreciation and amortization 1.5 1.6
TOTAL COSTS AND EXPENSES 98.3 99.5
Other operating expense, net (0.4 ) (0.6 )
INCOME (LOSS) FROM OPERATIONS 1.3 (0.1 )
Interest income, net 0.1 0.1
Other (expense) income, net (0.1 ) —
INCOME BEFORE INCOME TAXES 1.3 % — %
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.
32
Our results of operations discussion include two performance
metrics: minutes of use and direct cost of revenues as a percentage of revenues. 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.
Direct cost of revenues as a percentage of revenues is a financial metric that measures changes in our direct cost of revenues
relative to changes in revenues during the same period. Direct cost of revenues is the numerator and revenues are the denominator
in this ratio. Direct cost of revenues as a percentage of revenues is a useful metric for monitoring and evaluating trends in the
net contribution of our revenues.
Telecom & Payment Services Segment
Telecom & Payment Services, which represented 96.2% and
96.6% of our total revenues in fiscal 2020 and fiscal 2019, respectively, markets and distributes the following communications
and payment services:
Telecom & Payment Services’ most significant revenue
streams are from BOSS Revolution Calling, Mobile Top-Up, and Carrier Services. BOSS Revolution Calling and Mobile Top-Up 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.
Our international calling revenues tend to be somewhat seasonal, with our second fiscal quarter (which contains Christmas and New
Year’s Day) and our fourth fiscal quarter (which contains Mother’s Day and Father’s Day) typically showing higher
minute volumes.
(in millions) Change
Other operating expense, net 3.2 7.8 (4.6 ) (58.6 )
Revenues.
Telecom & Payment Services’ revenues and minutes of use in fiscal 2020 and fiscal 2019 consisted of the following:
(in millions) Change
Growth:
Core:
Minutes of use
33
Revenues from BOSS Revolution Money Transfer increased in fiscal
2020 compared to fiscal 2019 driven by transient foreign exchange market conditions related to COVID-19, and increased growth in
transaction volumes on our BOSS Revolution Money app, partially related to COVID-19. In addition, in fiscal 2020, we stabilized
our in-store transaction levels and intend to grow our retail footprint in the future.
Revenues from NRS increased in fiscal 2020 compared to fiscal
2019 driven by revenue growth from its merchant services, including credit card processing services for retailers, digital advertising
through its POS terminal network, and data analytics. NRS expects its credit card processing service will have significant customer
growth in fiscal 2021 compared to prior periods. In addition, NRS expects to sell a larger portion of its network’s advertising
capacity going-forward, which would increase its in-store advertising revenue.
Revenues from Mobile Top-Up increased in fiscal 2020 compared
to fiscal 2019 due to increased demand on our digital platforms, as well as from increased demand for broadband connectivity and
other bundled offerings partially related to COVID-19.
Revenues and minutes of use from BOSS Revolution Calling decreased
in fiscal 2020 compared to fiscal 2019, although COVID-19 related demand in fiscal 2020 slowed the rate of decline in BOSS Revolution
Calling revenue compared to prior periods. In particular, BOSS Revolution Calling’s revenue and minutes of use increased
in the fourth quarter of fiscal 2020 compared to the third quarter of fiscal 2020. 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 and messaging services.
Revenues and minutes of use from Carrier Services decreased
in fiscal 2020 compared to fiscal 2019 as communications globally transition away from traditional international long-distance
voice. This was further exacerbated by the impact of COVID-19 as business communications shifted from calling to video
conferencing and other collaboration platforms. Although Carrier Services’ revenue stabilized in the fourth quarter of fiscal
2020 compared to the third quarter of fiscal 2020, 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 in Telecom & Payment Services decreased in fiscal 2020 compared to fiscal
2019 primarily due to decreases in Carrier Services’ and BOSS Revolution Calling’s direct cost of revenues in fiscal
2020 compared to fiscal 2019, partially offset by an increase in Mobile Top-Up’s direct cost of revenues in fiscal 2020 compared
to fiscal 2019.
Direct cost of revenues as a percentage of revenues 82.8 % 85.3 % (2.5 )%
Direct cost of revenues as a percentage of revenues in Telecom
& Payment Services decreased 250 basis points in fiscal 2020 compared to fiscal 2019 primarily due to decreases in direct cost
of revenues as a percentage of revenues in BOSS Revolution Money Transfer, BOSS Revolution Calling, and NRS. BOSS Revolution Money
Transfer’s direct cost of revenues as a percentage of revenues decreased largely from increased foreign exchange revenue
derived, in part, from strategies leveraging the strengthened U.S. dollar and other transient foreign exchange market conditions.
BOSS Revolution Calling’s direct cost of revenues as a percentage of revenues decreased primarily due to the continued migration
of customers to the direct-to-consumer channel. The increased adoption of our digital, direct-to-consumer channels is expected
to endure and contribute to future reductions in direct cost of revenues as a percentage of revenues.
Selling,
General and Administrative. Selling, general and administrative expense in Telecom & Payment
Services increased in fiscal 2020 compared to fiscal 2019 primarily due to increases in debit and credit card processing charges,
stock-based compensation, and sales commissions, partially offset by decreases in employee compensation, marketing expense, and
legal fees. The increase in card processing charges was the result of the shift in the sales of our consumer offerings from cash
transactions at retailers to credit and debit card transactions through our BOSS Revolution apps and other digital channels. As
a percentage of Telecom & Payment Services’ revenue, Telecom & Payment Services’ selling, general and administrative
expense increased to 12.5% from 11.8% in fiscal 2020 and fiscal 2019, respectively.
Depreciation
and Amortization. Depreciation and amortization expense in Telecom & Payment Services decreased in fiscal 2020 compared
to fiscal 2019 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.
34
Severance
Expense. Severance expense in Telecom & Payment Services in fiscal 2020 was incurred mostly for technology and software
development employees in the United States, Carrier Services employees in Europe, and retail-related employees in Asia.
Other
Operating Expense, net. Telecom & Payment Services recorded accruals for non-income related taxes related to one
of its foreign subsidiaries of $2.2 million and $8.0 million in fiscal 2020 and 2019, respectively. Also, in fiscal 2020, Telecom
& Payment Services recorded a write-off of $0.6 million for certain assets primarily in South America and accrued $0.5 million
expense for a legal matter. In addition, in fiscal 2019, other operating expense, net was partially offset by a gain of $0.2 million
from the sale of a calling card business in Asia.
net2phone Segment
net2phone, which represented 3.8% and 3.4% of our total revenues
in fiscal 2020 and fiscal 2019, respectively, is comprised of two verticals:
(in millions) Change
Depreciation and amortization 8.0 6.5 1.5 22.1
Loss from operations $ (14.7 ) $ (6.5 ) $ (8.2 ) (126.7 )%
Revenues.
net2phone’s revenues in fiscal 2020 and fiscal 2019 consisted of the following:
(in millions) Change
net2phone-UCaaS’ revenues increased in fiscal 2020 compared
to fiscal 2019 driven by growth in its international and U.S. markets, partially offset by strengthening of the U.S. dollar compared
to local currencies in key Latin American markets. On September 14, 2018, net2phone-UCaaS entered the Canadian market through the
acquisition of Versature Corp. Versature’s revenues increased $1.6 million in fiscal 2020 compared to fiscal 2019. On December
11, 2019, we acquired Ringsouth Europa, S.L., which expanded net2phone-UCaaS’ business into Spain. Ringsouth’s revenues
were $0.6 million in fiscal 2020. net2phone-UCaaS’ customer base growth slowed modestly in the second half of our third fiscal
quarter with the onset of COVID-19 before rebounding in the fourth quarter led by growth in the United States. During the third
quarter of fiscal 2020, net2phone-UCaaS introduced Huddle, its secure video conferencing solution, as well as an integration of
its cloud communications offering with Microsoft Teams.
net2phone-Platform Services’ revenues decreased in fiscal
2020 compared to fiscal 2019 due to changes in contractual terms for telephony services that were effective beginning in January
2020.
Direct
Cost of Revenues. Direct cost of revenues decreased in fiscal 2020 compared to fiscal 2019 because of decreases in the
direct cost of revenues in both net2phone-UCaaS and net2phone-Platform Services.
Direct cost of revenues as a percentage of revenues 23.6 % 27.2 % (3.6 )%
35
Direct cost of revenues as a percentage of revenues decreased
360 basis points in fiscal 2020 compared to fiscal 2019 because of a decrease in direct cost of revenues as a percentage of revenues
in net2phone-UCaaS, partially offset by an increase in direct cost of revenues as a percentage of revenues in net2phone-Platform
Services.
Selling,
General and Administrative. Selling, general and administrative expense increased in fiscal 2020 compared to fiscal
2019 due to increases in employee compensation, stock-based compensation, and sales commissions. As a percentage of net2phone’s
revenues, net2phone’s selling, general and administrative expenses were 87.0% and 72.1% in fiscal 2020 and fiscal 2019, respectively.
Depreciation
and Amortization. The increase in depreciation and amortization expense in fiscal 2020 compared to fiscal 2019 was due
to increases in depreciation of net2phone-UCaaS’ customer premises equipment, additional depreciation and amortization in
Versature, and increases in depreciation of capitalized costs of consultants and employees developing internal use software.
Other
Operating Expense, net. Other operating expense, net in fiscal 2020 and fiscal 2019 was primarily due to the indemnification
of a net2phone cable telephony customer related to patent infringement claims brought against the customer.
Corporate
(in millions) Change
General and administrative expenses $ (9.1 ) $ (9.2 ) $ 0.1 1.4 %
Depreciation and amortization (0.1 ) — (0.1 ) nm
Other operating (expense) gain, net (0.5 ) 0.3 (0.8 ) (262.7 )
Loss from operations $ (9.7 ) $ (8.9 ) $ (0.8 ) (9.1 )%
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, charitable
contributions, travel, and other corporate-related general and administrative expenses. Corporate does not generate any revenues,
nor does it incur any direct cost of revenues.
General
and Administrative. Corporate general and administrative expense decreased in fiscal 2020 compared to fiscal 2019 primarily
because of decreases in employee compensation, legal fees, and consulting expense, partially offset by an increase in stock-based
compensation. As a percentage of our total consolidated revenues, Corporate general and administrative expense was 0.7% in both
fiscal 2020 and fiscal 2019.
Other
Operating (Expense) Gain, net. We incurred legal fees of $3.6 million and $2.0 million in fiscal
2020 and fiscal 2019, respectively, related to the putative class action related to Straight Path (see Item 3 to Part I “Legal
Proceedings” included elsewhere in this Annual Report). Also, in fiscal 2020 and fiscal 2019, we recorded offsetting gains
from insurance claims for this matter of $3.1 million and $2.3 million, respectively.
Consolidated
The following is a discussion of certain of our consolidated
expenses, and our consolidated income and expense line items below income from operations.
Related
Party Lease Costs. We lease office space and parking in Rafael Holdings’ building and parking garage located
at 520 Broad St, Newark, New Jersey. We also lease office space in Israel from Rafael Holdings. The Newark lease expires in April
2025 and the Israel lease expires in July 2025. In fiscal 2020 and fiscal 2019, we incurred lease costs of $1.9 million and $1.8
million, respectively, in connection with the Rafael Holdings’ leases, which is included in consolidated selling, general
and administrative expenses.
Stock-Based
Compensation Expense. Stock-based compensation expense included in consolidated selling, general and administrative
expenses was $3.9 million and $2.2 million in fiscal 2020 and fiscal 2019, respectively. The increase in stock-based compensation
expense in fiscal 2020 compared to fiscal 2019 was primarily due to expense of deferred stock units granted in June 2019. At July
31, 2020, unrecognized compensation cost related to non-vested stock-based compensation was an aggregate of $1.7 million. The unrecognized
compensation cost is expected to be recognized over the remaining vesting period that ends in fiscal 2022.
36
(in millions) Change
Income (loss) from operations $ 17.9 $ (1.0 ) $ 18.9 nm
Other (expense) income, net (1.3 ) 0.7 (2.0 ) (285.8 )
Benefit from (provision for) income taxes 3.7 (0.2 ) 3.9 nm
Net loss (income) attributable to noncontrolling interests — (0.2 ) 0.2 106.1
Net income attributable to IDT Corporation $ 21.4 $ 0.1 $ 21.3 nm
nm—not meaningful
Other
(Expense) Income, net. Other (expense) income, net consists of the following:
Foreign currency transaction gains (losses) $ 0.4 $ (0.7 )
Write-off of tax assets related to prior periods (1.3 ) —
(Loss) gain on investments (0.3 ) 1.8
Income
Taxes. In fiscal 2020, due to taxable income in the United States, we utilized deferred tax assets and released the
corresponding valuation allowance to offset income tax expense of $3.5 million. In addition, in fiscal 2020, we released an additional
$8.4 million of the valuation allowance on the portion of the deferred tax assets that we are more likely than not going to utilize
because we are forecasting future profitability in the United States. The increase in income tax expense in fiscal 2020 compared
to fiscal 2019, excluding the benefit from the valuation allowance released in fiscal 2020, was primarily due to differences in
the amount of taxable income earned in the various taxing jurisdictions.
On March 27, 2020, the Coronavirus Aid, Relief, and Economic
Security Act (“CARES Act”) was signed into U.S. federal law, which is aimed at providing emergency assistance
and health care for individuals, families, and businesses affected by the COVID-19 pandemic and generally supporting the U.S.
economy. The CARES Act, among other things, includes provisions related to refundable payroll tax credits, deferment of the employer
portion of social security payments, net operating loss carryback periods, modifications to the net interest deduction
limitations, and technical corrections to tax depreciation methods for qualified improvement property. The CARES Act did not have
a significant impact on our consolidated financial statements in fiscal 2020. We will continue to assess the impact of the CARES
Act on our consolidated financial statements.
Net
Loss (Income) Attributable to Noncontrolling Interests. The change in the net loss (income) attributable to noncontrolling
interests in fiscal 2020 compared to fiscal 2019 was primarily due to a decrease in the net income of certain subsidiaries.
LIQUIDITY AND CAPITAL RESOURCES
General
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. As of the
date of this filing, including the impact of COVID-19 on us, management believes that we continue to have sufficient liquidity
and capital resources for the foreseeable future.
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At July 31, 2020, we had cash, cash equivalents, debt securities,
and current equity investments of $109.2 million and a working capital deficit (current liabilities in excess of current assets)
of $2.7 million.
We treat unrestricted cash and cash equivalents held by IDT
Payment Services as substantially restricted and unavailable for other purposes. At July 31, 2020, “Cash and cash equivalents”
in our consolidated balance sheet included an aggregate of $11.0 million held by IDT Payment Services that was unavailable for
other purposes.
Cash flows (used in) provided by:
Operating activities $ (29.6 ) $ 85.1
Investing activities (32.5 ) (26.2 )
Financing activities (5.6 ) 7.2
Operating Activities
Our cash flows from operations vary significantly from quarter
to quarter and from year to year, depending on our operating results and the timing of operating cash receipts and payments, specifically
trade accounts receivable and trade accounts payable.
Gross trade accounts receivable decreased to $50.3 million at
July 31, 2020 from $63.5 million at July 31, 2019 mostly due to the decrease in Carrier Services’ trade accounts receivable
as a result of the decrease in Carrier Services’ revenues in fiscal 2020 compared to fiscal 2019.
Deferred revenue arises primarily from sales of prepaid products
and varies from period to period depending on the mix and the timing of revenues. Deferred revenue decreased to $40.1 million at
July 31, 2020 from $42.5 million at July 31, 2019 primarily due to decreases in the net2phone-Platform Services and traditional
calling cards deferred revenue balances.
Customer deposit liabilities at IDT Financial Services Limited,
our Gibraltar-based bank, decreased to $116.0 million at July 31, 2020 from $175.0 million at July 31, 2019 mainly because of the
decline of the bank’s travel related programs due to the effect of COVID-19. Our restricted cash and cash equivalents included
$116.3 million and $176.8 million at July 31, 2020 and 2019, respectively, held by the bank.
In August 2017, we entered into a Reciprocal Services Agreement,
as amended, 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. This agreement was terminated on April 30, 2020. Pursuant to the
agreement, we deposited $9.2 million into an escrow account as security for the benefit of the telecom operator. In May 2020, an
aggregate of $9.7 million for the security deposit plus interest was released from escrow and returned to us.
On June 21, 2018, in South Dakota v Wayfair Inc., the United
States Supreme Court held that states may charge sales tax on purchases made from out-of-state sellers, even if the seller does
not have a physical presence in the taxing state. We have evaluated our state tax filings with respect to the Wayfair decision
and are in the process of reviewing our remittance practices. It is possible that one or more jurisdictions may assert that we
have liability for periods for which we have not collected sales, use or other similar taxes, and if such an assertion or assertions
were successful it could adversely affect our business, financial position and operating results. One or more jurisdictions may
change their laws or policies to apply their sales, use or other similar taxes to our operations, and if such changes were made
it could materially and adversely affect our business, financial position, and operating results.
Investing Activities
Our capital expenditures were $16.0 million in fiscal 2020 compared
to $18.7 million in fiscal 2019. We currently anticipate that total capital expenditures in fiscal 2021 will be $18 million to
$20 million. We expect to fund our capital expenditures with our net cash provided by operating activities and cash, cash equivalents,
debt securities, and current equity investments on hand.
On December 11, 2019, our subsidiary, net2phone, Inc. acquired
100% of the outstanding shares of Ringsouth Europa, S.L., a regional provider of cloud communications services to businesses in
Spain. The acquisition expands net2phone’s business into Spain. The cash paid for the acquisition was $0.5 million. We also
recorded $0.4 million for the estimated fair value of contingent consideration. The contingent consideration includes two potential
payments to the seller of $0.4 million each, based on monthly recurring revenue targets to be achieved over a 36-month period and
48-month period. The second potential payment is not contingent upon meeting the target for the first payment.
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On September 14, 2018, we acquired 100% of the outstanding shares
of Versature, a UCaaS provider serving the Canadian market. The cash paid for the acquisition net of cash acquired was $5.5 million.
Purchases of debt securities and equity investments were $22.4
million and $8.3 million in fiscal 2020 and fiscal 2019, respectively. Proceeds from maturities and sales of debt securities and
redemptions of equity investments were $6.5 million and $6.3 million in fiscal 2020 and fiscal 2019, respectively.
Financing Activities
We distributed cash of $0.9 million and $1.5 million in fiscal
2020 and fiscal 2019, respectively, to the noncontrolling interests in certain of our subsidiaries.
In fiscal 2020 and fiscal 2019, we repaid financing-related
other liabilities of $0.5 million and $0.7 million, respectively.
On December 21, 2018, we sold 2,546,689 shares of our Class
B common stock that were held in treasury to Howard S. Jonas for aggregate consideration of $14.8 million. The price per share
of $5.89 was equal to the closing price of our Class B common stock on April 16, 2018, the last closing price before approval of
the sale by our Board of Directors and its Corporate Governance Committee. On May 31, 2018, Mr. Jonas paid $1.5 million of the
purchase price, and he paid the balance of the purchase price on December 21, 2018 after approval of the sale by our stockholders
at the 2018 annual meeting of stockholders. The purchase price was reduced by approximately $0.2 million, which was the amount
of dividends paid on 2,546,689 shares of our Class B common stock whose record date was between April 16, 2018 and the issuance
of the shares.
On April 20, 2020, our subsidiary, IDT Domestic Telecom, Inc.,
or IDT DT, received loan proceeds of $10.0 million from TD Bank, N.A, pursuant to the Paycheck Protection Program, or the PPP Loan,
under the CARES Act, administered by the U.S. Small Business Administration. On April 29, 2020, IDT DT returned all $10.0 million
in proceeds from the PPP Loan. In light of the oversubscription of applications for loans under the PPP, and despite IDT DT’s
need for the funds to support its operations, IDT DT returned the loan proceeds in order to make those funds available to other
borrowers that may be in greater need than IDT DT.
We received proceeds from the exercise of our stock options
of $0.3 million in fiscal 2020, for which we issued 32,551 shares of our Class B common stock. There were no stock option exercises
in fiscal 2019.
IDT Telecom had a credit agreement, dated as of October 31,
2019, with TD Bank, N.A. for a line of credit facility for up to a maximum principal amount of $25.0 million until its maturity
on July 15, 2020. The principal outstanding incurred interest per annum at the LIBOR rate adjusted by the Regulation D maximum
reserve requirement plus 125 basis points. In fiscal 2020, we borrowed and repaid an aggregate of $1.4 million under the facility.
IDT Telecom paid a quarterly unused commitment fee of 0.3% per annum on the average daily balance of the unused portion of the
$25.0 million commitment.
IDT Telecom had a credit agreement, dated as of October 31,
2018, with TD Bank, N.A. for a line of credit facility for up to a maximum principal amount of $25.0 million until its maturity
on July 15, 2019. The principal outstanding incurred interest per annum at the LIBOR rate adjusted by the Regulation D maximum
reserve requirement plus 125 basis points. In fiscal 2019, we borrowed and repaid an aggregate of $3.0 million under the facility.
IDT Telecom paid a quarterly unused commitment fee of 0.3% per annum on the average daily balance of the unused portion of the
$25.0 million commitment.
We have an existing stock repurchase program authorized by our
Board of Directors for the repurchase of shares of our Class B common stock. The Board of Directors authorized the repurchase
of up to 8.0 million shares in the aggregate. In fiscal 2020, we repurchased 671,117 shares of our Class B common stock for
an aggregate purchase price of $4.2 million. In fiscal 2019, we repurchased 729,110 shares of our Class B common stock for an aggregate
purchase price of $3.9 million. At July 31, 2020, 6.2 million shares remained available for repurchase under the stock repurchase
program.
Between August 1, 2020 and October 12, 2020, we repurchased
463,792 shares of our Class B common stock for an aggregate purchase price of $2.8 million under our existing stock repurchase
program. At October 12, 2020, 5.8 million shares remained available for repurchase under the stock repurchase program.
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In fiscal 2020 and fiscal 2019, we paid $0.3 million, and $28,000,
respectively, to repurchase 37,348 and 3,748 shares, respectively, of our Class B common stock that were tendered by employees
of ours to satisfy the employees’ tax withholding obligations in connection with the lapsing of restrictions on awards of
deferred stock units and restricted stock. Such shares are repurchased by us based on their fair market value on the trading day
immediately prior to the vesting date.
Other Sources and Uses of Resources
We 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 other acquisition opportunities that meet our
return on investment criteria, or that our efforts to make acquisitions that meet our criteria will be successful.
CONTRACTUAL OBLIGATIONS AND OTHER COMMERCIAL COMMITMENTS
The following table quantifies our future contractual obligations
and other commercial commitments at July 31, 2020:
Payments Due by Period
(in millions) Total Less than 1 year 1—3 years 4—5 years After 5 years
Purchase commitments $ 2.3 $ 2.3 $ — $ — $ —
Connectivity obligations under service agreements 1.6 0.9 0.7 — —
Operating leases including short-term leases 11.0 3.3 4.5 3.2 —
TOTAL CONTRACTUAL OBLIGATIONS (1) $ 14.9 $ 6.5 $ 5.2 $ 3.2 $ —
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 Item 3 to Part I “Legal
Proceedings” and Note 20 to the Consolidated Financial Statements included in Item 8 to Part II of this Annual Report).
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. At July 31, 2020, we had aggregate performance bonds of $18.0 million outstanding.
Item 7A. Quantitative and Qualitative Disclosures about
Market Risks.
Smaller reporting companies are not required to provide the
information required by this item.
Item 8. Financial Statements and Supplementary Data.
The Consolidated Financial Statements of the Company and the
reports of the independent registered public accounting firms thereon starting on page F-1 are included herein.
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Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure.
None.
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Our Chief Executive Officer and Chief Financial Officer have
evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities
Exchange Act of 1934, as amended), as of the end of the period covered by this Annual Report on Form 10-K. Based on this evaluation,
and as a result of the remediation as of July 31, 2020 of the material weakness described in Item 9A to Part II of our Annual
Report on Form 10-K for the year ended July 31, 2019, our Chief Executive Officer and Chief Financial Officer have concluded
that our disclosure controls and procedures were effective as of July 31, 2020.
As described in Item 9A to Part II of our Annual Report
on Form 10-K for the year ended July 31, 2019, during the audit of our financial statements as of July 31, 2019 and for
the year then ended, a material weakness in our internal control over financial reporting existed relating to management review
controls associated with non-income related taxes related to one of our foreign entities. To remediate this material weakness,
employees responsible for tax compliance completed relevant training, and we completed enhanced internal documentation support
for our tax position. In addition, we explored the engagement of an independent third party to assist in our evaluation of all
non-income related taxes relating to material foreign subsidiaries. We determined that at the present time such an engagement would
not materially improve our internal control over financial reporting in this area. As a matter of policy, we will continue to assess
engaging specialists as deemed appropriate. We and our Audit Committee believe these measures adequately addressed the material
weakness that existed at July 31, 2019. We will continue to evaluate and monitor our remediation of this material weakness
and will take all appropriate action when and as necessary to ensure we have effective internal controls over financial reporting.
Report of Management on Internal Control over Financial
Reporting
We, the management of IDT Corporation and subsidiaries (the
“Company”), are responsible for establishing and maintaining adequate internal control over financial reporting of
the Company.
The Company’s internal control over financial reporting
is defined in Rule 13a-15(f) and 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under
the supervision of, the Company’s principal executive and principal financial officers and effected by the Company’s
board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of the Company’s financial statements for external purposes in accordance with generally accepted accounting
principles in the United States and includes those policies and procedures that:
Management has assessed the effectiveness of the Company’s
internal control over financial reporting as of July 31, 2020. In making this assessment, the Company’s management used
the criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations
of the Treadway Commission (“COSO”).
Under the supervision and with the participation of our management,
including our principal executive officer and principal financial officer, we conducted an evaluation of our internal control over