IDT(IDT) - 2023 Q4 - Annual Report

Part I Business IDT Corporation provides fintech, cloud communications, and traditional communication services, strategically incubating growth businesses funded by mature segments. - IDT is a provider of point-of-sale terminal-based solutions, international money remittance, cloud communications, and traditional communications services[14] - The company's strategy is to incubate high-growth businesses using capital from mature, cash-generating businesses, and then monetize them through sales or spin-offs[41] - IDT has spun off five publicly traded companies to date: IDW Media Holdings, Genie Energy, Straight Path Communications, Zedge, and Rafael Holdings[42][46] Segment Reporting IDT operates four segments, with Traditional Communications remaining the largest revenue contributor despite reclassification of NRS and growth in other segments. Segment Revenue Contribution (FY 2023 vs. FY 2022) | Segment | FY 2023 Revenue | % of Total | FY 2022 Revenue | % of Total | | :--- | :--- | :--- | :--- | :--- | | National Retail Solutions (NRS) | $77.1 million | 6.2% | $51.3 million | 3.8% | | Fintech | $86.6 million | 7.0% | $64.6 million | 4.7% | | net2phone | $72.4 million | 5.8% | $58.2 million | 4.3% | | Traditional Communications | $1,002.7 million | 81.0% | $1,190.0 million | 87.2% | - Effective August 1, 2022, the National Retail Solutions business was reclassified to its own segment from the Fintech segment. Certain other lines of business were also moved to Fintech from Traditional Communications, with prior periods restated for comparability[18] National Retail Solutions (NRS) The NRS segment provides POS solutions to independent retailers, generating $77.1 million in revenue in FY2023, driven by recurring merchant services, advertising, and a growing network of 25,700 active terminals. NRS Financial and Operational Highlights | Metric | FY 2023 | FY 2022 | | :--- | :--- | :--- | | Revenues | $77.1 million | $51.3 million | | Income from Operations | $14.4 million | $11.2 million | | Active POS Terminals (at year-end) | ~25,700 | ~19,400 | | NRS PAY Customers (at year-end) | ~15,800 | ~10,300 | - NRS generates recurring revenue from display advertising, merchant services (NRS PAY), data analytics, and monthly software fees[50][52] - NRS's growth strategy includes expanding its POS network into new retail verticals, converting more customers to NRS PAY, and growing its advertising and data businesses[58] Fintech The Fintech segment, primarily BOSS Money, generated $86.6 million in revenue in FY2023, driven by digital channels and international remittances, while significantly narrowing its operating loss. Fintech Segment Financials | Metric | FY 2023 | FY 2022 | | :--- | :--- | :--- | | Total Fintech Revenue | $86.6 million | $64.6 million | | BOSS Money Revenue | $76.9 million | $55.6 million | | Loss from Operations | ($2.5 million) | ($6.9 million) | - BOSS Money's growth strategy includes expanding its international payout network (especially in Africa), originating from new countries like the UK, and cross-marketing to the broader BOSS customer base[68] - Approximately 80% of BOSS Money's transactions in fiscal 2023 originated through its digital channels, primarily the BOSS Money app[61] net2phone The net2phone segment provides cloud communication solutions, growing revenue to $72.4 million in FY2023 and significantly narrowing its operating loss, serving 352,000 seats through channel partners. net2phone Segment Financials and Metrics | Metric | FY 2023 | FY 2022 | | :--- | :--- | :--- | | Total Revenue | $72.4 million | $58.2 million | | Loss from Operations | ($2.8 million) | ($11.1 million) | | Seats Served (at year-end) | 352,000 | 291,000 | - net2phone's offerings include UCaaS (Unite brand), CCaaS (uContact brand), and video conferencing (Huddle)[71][72] - Growth strategy focuses on new product offerings like net2phone AI, channel expansion, CCaaS expansion, and international growth. In FY2023, 44% of UCaaS subscription revenue came from international markets[82][83] Traditional Communications The Traditional Communications segment, IDT's largest, generated $1.0 billion in revenue in FY2023 despite declines across all sub-segments due to market shifts, focusing on cash generation for growth initiatives. Traditional Communications Revenue Breakdown (FY 2023 vs. FY 2022) | Business Line | FY 2023 Revenue | FY 2022 Revenue | Change | | :--- | :--- | :--- | :--- | | IDT Digital Payments | $417.1 million | $473.2 million | (11.9%) | | BOSS Revolution Calling | $322.1 million | $387.9 million | (17.0%) | | IDT Global | $230.3 million | $292.4 million | (21.2%) | | Total Segment Revenue | $1,002.7 million | $1,190.0 million | (15.7%) | Traditional Communications Minutes of Use (in billions) | Business Line | FY 2023 | FY 2022 | | :--- | :--- | :--- | | Total Terminated Minutes | 9.3 | 11.3 | | IDT Global (subset of total) | 6.3 | 7.7 | - The segment faces intense revenue and margin pressure as consumers migrate to free over-the-top (OTT) voice and messaging services and flat-rate international plans[43][108][121] Regulation IDT's diverse businesses are subject to extensive regulation, including U.S. and international telecommunications laws, and stringent federal and state money transmitter, AML, and consumer protection laws for its Fintech services. - Telecommunications services are subject to extensive regulation by the FCC at the federal level and Public Utility Commissions (PUCs) at the state level[128] - Consumer payment services like BOSS Money are subject to a variety of laws including money transmitter regulations, anti-money laundering laws, and consumer protection laws[134] - As of July 31, 2023, IDT had obtained money transmitter licenses in 48 of the 49 U.S. states that require one, plus Washington, D.C[134] Risk Factors The company faces significant risks including technological failures, geopolitical instability, intense competition, price declines in mature segments, investment volatility, and substantial regulatory, legal, and tax exposures, compounded by a concentrated voting power structure. Risks Related to our Businesses and Operations IDT's operations face risks from technology failures, cyberattacks, and network disruptions, compounded by geopolitical instability affecting R&D in Belarus, global economic conditions, and reliance on third-party infrastructure and suppliers. - The company is exposed to cyberattacks (malware, ransomware) that could cause equipment failures, data loss, and operational disruptions[147] - A significant number of R&D personnel are located in Belarus, creating risks related to the military conflict in Ukraine, potential sanctions, and regional instability which could adversely affect product development[157][158] - The business depends on third-party providers for network infrastructure, and failures in their services could lead to interruptions, impacting revenue and reputation[161][167] Risks Related to Our NRS Business The NRS business faces intense competition in the evolving POS market, with success dependent on its ability to grow advertising revenue and continuously innovate products and services. - NRS competes in a POS market with vigorous competition, changing technology, and evolving customer needs, with the expectation that competition will intensify[183] - A key part of NRS's strategy is increasing advertising revenue; failure to do so, or a decline in advertiser spending, could adversely affect the business[185] Risks Related to Our net2phone Business The net2phone business faces intense competition, reliance on third-party infrastructure, supply-chain disruptions, customer churn, and integration risks from acquisitions, all impacting its ability to scale efficiently. - net2phone competes against established, well-financed providers like RingCentral, 8x8, and Five9, which creates significant pricing pressure[187] - The service depends on third-party providers for network infrastructure, E-911 services, and number porting, and failures could cause service interruptions and potential liability[189][192][193] - The successful integration of the acquired Integra CCaaS business presents risks, and failure to realize anticipated benefits could harm performance[202][203][204] Risks Related to Our Traditional Communications Segment The Traditional Communications segment faces intense price competition, leading to revenue and profitability erosion, alongside risks in securing cost-effective international call termination capacity and renewing critical carrier agreements. - The BOSS Revolution Calling and IDT Global businesses are characterized by intense price competition, leading to continued erosion in pricing power and profitability[206] - The company may not be able to obtain sufficient or cost-effective termination capacity for its telecommunications traffic, which could adversely affect revenues and profits[207] Intellectual Property, Tax, Regulatory, and Litigation Risks IDT faces substantial risks from intellectual property claims, tax and regulatory audits (including a $26.8 million FCC fee accrual), stringent AML and consumer protection laws for Fintech, and complex data privacy and telecom regulations. - The company is subject to tax and regulatory audits. An audit of its 2017 FCC Form 499-A by USAC has led to an accrued expense of $26.8 million for related regulatory fees as of July 31, 2023[220] - The BOSS Money service is subject to strict anti-money laundering (AML) laws, and failure to comply could result in license revocation, fines, and termination of banking relationships[223][224] - The Dodd-Frank Act and the Consumer Financial Protection Bureau (CFPB) impose significant regulatory burdens and enforcement authority over the company's money transfer services[227][228] - The company must comply with complex and evolving data privacy laws, such as the California Consumer Privacy Act (CCPA) and the EU's General Data Protection Regulation (GDPR), which could impose substantial costs[233][253][255] Risks Related to Our Capital Structure The company's dual-class capital structure concentrates approximately 70% of voting power with trusts for the Chairman's children, limiting other stockholders' influence and potentially acting as an anti-takeover measure. - Holders of Class B common stock have one-tenth of a vote per share, while holders of Class A common stock have three votes per share[266] - As of October 11, 2023, trusts for the benefit of Howard S. Jonas's children collectively hold shares representing approximately 70% of the combined voting power of the company's outstanding capital stock[267] Properties IDT's headquarters is in a leased 80,000 square feet office in Newark, New Jersey, with other leased offices globally, including Jerusalem, supporting its international operations. - The company's headquarters is in a leased space of approximately 80,000 square feet in Newark, New Jersey, with the lease expiring in April 2025[271] - IDT also leases office space in Jerusalem, Israel from Rafael Holdings, and maintains other international offices in Europe, Latin America, the Middle East, Asia, and Africa[271][272] Legal Proceedings The company is subject to various legal proceedings, with detailed disclosures provided in Note 23 to the Consolidated Financial Statements. - Detailed information on legal proceedings is available in Note 23 to the Consolidated Financial Statements[273] Part II Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities IDT's Class B common stock trades on the NYSE; the company discontinued dividends in favor of share repurchases, buying back 246,096 shares for $6.0 million in Q4 FY2023. - The company's Board of Directors discontinued the quarterly dividend in fiscal 2018, opting instead to repurchase shares of Class B common stock[276] Issuer Purchases of Equity Securities (Q4 FY2023) | Period | Total Shares Purchased | Average Price per Share | Shares Purchased as part of Publicly Announced Program | Maximum Shares Remaining for Purchase | | :--- | :--- | :--- | :--- | :--- | | May 1 – 31, 2023 | 14,680 | $32.37 | — | 4,933,623 | | June 1 – 30, 2023 | — | — | — | 4,933,623 | | July 1 – 31, 2023 | 231,416 | $24.07 | 231,416 | 4,702,207 | | Total | 246,096 | $24.56 | 231,416 | | Management's Discussion and Analysis of Financial Condition and Results of Operations In FY2023, consolidated revenues decreased to $1.24 billion due to Traditional Communications, offset by strong growth in NRS and Fintech, with stable operating income and $54.1 million in operating cash flow. Critical Accounting Estimates Critical accounting estimates include goodwill impairment, long-lived asset valuation, doubtful accounts allowance ($5.6 million), and accruals for taxes and regulatory fees, notably a $26.8 million FCC-related accrual from a USAC audit. - Key critical accounting estimates include goodwill impairment testing, valuation of long-lived assets, allowance for doubtful accounts, and accruals for income taxes, sales taxes, and regulatory fees[284] - Annual goodwill impairment tests as of May 1, 2023 and 2022, were done via qualitative assessments which did not indicate any impairment[287] - As of July 31, 2023, accrued expenses included $26.8 million for FCC-related regulatory fees related to an ongoing audit by the Universal Service Administrative Company (USAC)[299] Results of Operations In FY2023, consolidated revenue decreased to $1.24 billion due to Traditional Communications, but growth segments like NRS (50.3% growth) and Fintech (34.1% growth) performed strongly, resulting in stable operating income of $60.7 million. Consolidated Income Statement Highlights (in millions) | Metric | FY 2023 | FY 2022 | FY 2021 | | :--- | :--- | :--- | :--- | | Total Revenues | $1,238.9 | $1,364.1 | $1,447.0 | | Income from Operations | $60.7 | $60.1 | $57.0 | | Net Income Attributable to IDT | $40.5 | $27.0 | $96.5 | - The five largest customers accounted for 10.8% of consolidated revenues in fiscal 2023, down from 12.5% in fiscal 2022[303] Liquidity and Capital Resources As of July 31, 2023, IDT maintained strong liquidity with $152.2 million in cash and investments, generating $54.1 million in operating cash flow, while investing $22.0 million in capital expenditures and repurchasing $13.1 million in stock. Cash Flow Summary (in millions) | Activity | FY 2023 | FY 2022 | | :--- | :--- | :--- | | Net cash from Operating activities | $54.1 | $29.4 | | Net cash used in Investing activities | ($33.4) | ($33.8) | | Net cash used in Financing activities | ($15.8) | ($15.6) | - At July 31, 2023, the company had cash, cash equivalents, debt securities, and current equity investments of $152.2 million[360] - Capital expenditures were $22.0 million in fiscal 2023, with $21 million to $23 million anticipated for fiscal 2024[373] - The company repurchased $13.1 million of its Class B common stock in fiscal 2023[386] Quantitative and Qualitative Disclosures about Market Risks IDT faces market risks from foreign currency fluctuations, with 28% of FY2023 revenues from international operations, and investment risk from $58.5 million in debt and equity securities subject to market volatility. - Revenues from international operations were 28% of consolidated revenues in fiscal 2023, creating foreign currency exchange risk[391] - The company holds debt and equity securities valued at $58.5 million as of July 31, 2023, which are subject to market volatility and investment risk[393] Financial Statements and Supplementary Data This section presents IDT Corporation's consolidated financial statements, including balance sheets, income statements, and cash flows, along with the unqualified audit report from Grant Thornton, LLP. - The independent registered public accounting firm, Grant Thornton, LLP, issued an unqualified opinion on the company's financial statements and its internal control over financial reporting as of July 31, 2023[406][438] Consolidated Balance Sheet Summary (in thousands) | | July 31, 2023 | July 31, 2022 | | :--- | :--- | :--- | | Total Assets | $510,810 | $497,094 | | Total Current Assets | $387,068 | $362,627 | | Total Liabilities | $300,342 | $316,266 | | Total Current Liabilities | $294,107 | $305,072 | | Total IDT Stockholders' Equity | $193,729 | $167,615 | Consolidated Statement of Income Summary (in thousands) | | FY 2023 | FY 2022 | | :--- | :--- | :--- | | Revenues | $1,238,854 | $1,364,057 | | Income from Operations | $60,743 | $60,089 | | Net Income | $44,366 | $29,005 | | Net Income Attributable to IDT | $40,492 | $27,028 | | Diluted EPS | $1.58 | $1.03 | Controls and Procedures As of July 31, 2023, management and external auditors concluded that the company's disclosure controls and internal control over financial reporting were effective, with no material changes in Q4 FY2023. - The CEO and CFO concluded that the company's disclosure controls and procedures were effective as of July 31, 2023[396] - Management assessed internal control over financial reporting as effective as of July 31, 2023, based on the COSO framework[399][400] - Grant Thornton, LLP provided an unqualified attestation report on the company's internal control over financial reporting[402][405] Part III Directors, Executive Officers and Corporate Governance This section lists the company's directors and executive officers, including CEO Shmuel Jonas and Chairman Howard S. Jonas, with further details incorporated by reference from the proxy statement. - The company's executive officers include Shmuel Jonas as CEO and Howard S. Jonas as Chairman[413] - The Board of Directors includes Howard S. Jonas (Chairman), Liora Stein, Michael Chenkin, Eric F. Cosentino, and Judah Schorr[414] - Additional information for this item is incorporated by reference from the company's proxy statement[414] Executive Compensation Information on executive compensation is incorporated by reference from the company's definitive proxy statement for the upcoming Annual Stockholders Meeting. - Information on executive compensation is incorporated by reference from the company's proxy statement[418] Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Information on security ownership of beneficial owners and management is incorporated by reference from the company's definitive proxy statement. - Information on security ownership is incorporated by reference from the company's proxy statement[419] Certain Relationships and Related Transactions, and Director Independence Information on certain relationships, related party transactions, and director independence is incorporated by reference from the company's definitive proxy statement. - Information on related transactions and director independence is incorporated by reference from the company's proxy statement[421] Principal Accountant Fees and Services Information on principal accountant fees and services is incorporated by reference from the company's definitive proxy statement. - Information on principal accountant fees and services is incorporated by reference from the company's proxy statement[422] Part IV Exhibit and Financial Statement Schedules This section lists documents filed with the Form 10-K, including financial statements, auditor reports, and key exhibits like governance documents and Sarbanes-Oxley certifications. - The filing includes financial statements and reports from the independent registered public accounting firm[424] - Exhibits filed with the report include key governance documents, employment agreements with executives like Howard S. Jonas and Bill Pereira, and Sarbanes-Oxley certifications[429]