-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SQCw8lTnLn9RgXj74GixQykXI6q3AYZfIxiLY5ZFb0S8cQIBJ2ZjjhjTNXG5tC5K Kt40WBJY5qUBhynd0+l4nQ== 0001213900-10-005279.txt : 20101216 0001213900-10-005279.hdr.sgml : 20101216 20101216170718 ACCESSION NUMBER: 0001213900-10-005279 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20101216 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20101216 DATE AS OF CHANGE: 20101216 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IDT CORP CENTRAL INDEX KEY: 0001005731 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 223415036 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-16371 FILM NUMBER: 101257503 BUSINESS ADDRESS: STREET 1: 520 BROAD ST CITY: NEWARK STATE: NJ ZIP: 07102 BUSINESS PHONE: 973 438 1000 MAIL ADDRESS: STREET 1: 520 BROAD STREET CITY: NEWARK STATE: NJ ZIP: 07102 8-K 1 f8k121610_idt.htm CURRENT REPORT f8k121610_idt.htm
 



 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

 
FORM 8-K
 

 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): December 16, 2010
 

 
IDT CORPORATION
(Exact name of registrant as specified in its charter)
 

 
Delaware
 
1-16371
 
22-3415036
(State or other jurisdiction
of incorporation)
 
(Commission File Number)
 
(IRS Employer
Identification No.)
 
520 Broad Street Newark, New Jersey
 
07102
(Address of principal executive offices)
 
(Zip Code)
 
Registrant’s telephone number, including area code: (973) 438-1000
 
Not Applicable
(Former name or former address, if changed since last report.)
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 

 
 
 

 

 
Item 7.01.
Regulation FD
 
On December 16, 2010, IDT Corporation (the “Registrant”) posted the attached questions and answers to the investor relations page of its website (www.idt.net). The questions were received from interested parties in response to the Registrant’s request in the management’s presentation of results and the earnings release for the quarter ended October 31, 2010. A copy of the questions and answers posting is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
 
The Registrant is furnishing the information contained in this Report, including Exhibit 99.1, pursuant to Item 7.01 of Form 8-K promulgated by the Securities and Exchange Commission (the “SEC”). This information shall not be deemed to be “filed” with the SEC or incorporated by reference into any other filing with the SEC. In addition, the questions and answers posting contain statements intended as “forward-looking statements” that are subject to the cautionary statements about forward-looking statements set forth in the question and answers posting.
 
Item 9.01.
Financial Statements and Exhibits
 
(d)
Exhibits.
 
Exhibit No.
 
Document
99.1
 
Questions and Answers Posting, dated December 16, 2010.
 
 
 
 
 

 
 
SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
   
IDT CORPORATION
   
By:
/s/ Howard S. Jonas
Name:
Howard S. Jonas
Title:
Chief Executive Officer and Chairman of the Board
   
Dated:
December 16, 2010
 
 
 
 
 

 
 
 

EXHIBIT INDEX
 
 
Exhibit No.
 
Document
99.1
 
Questions and Answers Posting, dated December 16, 2010.
 
EX-99.1 2 f8k121610ex99i_idt.htm QUESTIONS AND ANSWERS POSTING f8k121610ex99i_idt.htm
 
Exhibit 99.1
 
IDT Corporation
First Quarter 2011Results
Management’s Answers to Investor Questions
December 16, 2010
 
 
   IDT Corporation

First Quarter Fiscal 2011 Results - Questions and Answers

Within its 1Q11 earnings release and during management’s discussion of results for the quarter, IDT Corporation (NYSE: IDT; IDT.C) offered to respond in writing to questions from investors and other interested persons.

We asked questioners to e-mail questions to invest@idt.net  by the close of business on Monday, December 13, 2010.  We said that, in those instances where we could provide a constructive answer, we would post the questions received along with the name of the questioner and the questioner’s business affiliation – if any – and our answers on IDT Corporation’s website.  This document was prepared and posted on the IDT website to fulfill that commitment.  It is also being filed with the SEC in a Form 8-K.

Thank you for your continued interest in IDT Corporation.

In this document, all statements that are not purely about historical facts, including, but not limited to, those in which we use the words “believe,” “anticipate,” “expect,” “plan,” “intend,” “estimate, “target” and similar expressions, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  While these forward-looking statements represent our current judgment of what may happen in the future, actual results may differ materially from the results expressed or implied by these statements due to numerous important factors, including, but not limited to, those described in our most recent report on SEC Form 10-K (under the headings “Risk Factors” and “Management& #8217;s Discussion and Analysis of Financial Condition and Results of Operations”), which may be revised or supplemented in subsequent reports on SEC Forms 10-Q and 8-K.  These factors include, but are not limited to, the following: potential declines in prices for our products and services; our ability to maintain and grow our calling card business, our wholesale telecommunication businesses and our retail energy business; availability of termination capacity to particular destinations; our ability to maintain carrier agreements with foreign carriers; our ability to obtain telecommunications products or services required for our products and services; the business and regulatory evolution of and competition and unfair business practices in, the energy services business in New York State, New Jersey and Pennsylvania; the regulatory, legal and political factors relating to our Genie Oil and Gas segment;  financial stability of our major customers; our ability to maintain our income and im prove our cash flow; impact of government regulation; effectiveness of our marketing and distribution efforts; our ability to operate our telecommunications network; our ability to maintain our key members of our management team; our ability to use and develop our technology without infringing the rights of third parties; our ability to produce shale oil; and general industry and economic conditions.  We are under no obligation, and expressly disclaim any obligation, to update the forward-looking statements in this press release, whether as a result of new information, future events or otherwise.
 
 
 
-1-

 
IDT Corporation
First Quarter 2011Results
Management’s Answers to Investor Questions
December 16, 2010

 
Questions from Adam Wyden, ADW Capital

1.  
Can you explain the sources of the massive year-over-year growth in your TPS and Energy segments? Can you expect the same trends in future quarters?

Telecom Platform Services’ (TPS) revenues grew 9.9 percent year over year to 302.5 million dollars – largely on the strength of solid performances from our wholesale carrier group, which accounts for nearly half of TPS’ revenues, and from our reseller channel VoIP solutions business.  Throughout fiscal 2010, wholesale carrier revenues had been flat, reflecting the very tough competitive marketplace for wholesale carrier services.  Despite this, wholesale carrier revenues grew 11.3 percent year over year.  Revenues in 1Q11 increased 12.5 percent sequentially. We are as yet unable to determine to what extent we benefited from successful sales strategies, underlying competitive changes in the wholesale carrier market place, or whether the increase was the result of n on-recurring factors.  For TPS as a whole, we are also encouraged by the segment’s consistent sequential revenue increases sustained since 1Q10 despite seasonal fluctuations in demand for international calling services. We expect to provide investors with updates in future quarters.

In our IDT Energy segment, revenues in 1Q11 were $45.5 million, a 12.9% increase compared to 1Q10 primarily reflecting higher average revenue per kilowatt-hour (kWh) in sales of electricity partially offset by a decline in natural gas therms (THM) sold.  The growth in electricity sales was substantially related to increases in the price of the underlying commodity.  Our electric costs were 23.0% higher than the year ago period and most of the increase in cost is reflected in higher prices charged to customers.  Because of the significant fluctuations in the commodity energy prices, management measures of the performance of this business are more closely related to annualized consumption, gross margin and gross margin per unit sold, and to operating income rather than to revenue.


2.  
Zedge is growing users quite aggressively but is still running at breakeven.  At what point does the company seek to “monetize” this asset? How does the revenue model currently work?

Current Zedge revenues are derived from advertising on the site.  We are compensated based on traffic to the site, and traffic is measured in cost (to advertisers) per thousand page views (CPM). In recent quarters, Zedge’s traffic growth has been concentrated in developing countries - notably India - where the traffic generates lower CPM rates, limiting the impact of traffic growth on revenues. The exception to this has been growth on Android, where Zedge has hit a critical mass in the US and expects to lift CPM rates via custom agency/brand partnerships.
 
 
 
-2-

 
IDT Corporation
First Quarter 2011Results
Management’s Answers to Investor Questions
December 16, 2010
 

Additionally, Zedge recently announced its Zedge Discovery Network for Android app developers.  Zedge Discovery Network incorporates a potentially new revenue channel – subscription based fees from app developers - which may eventually be expanded to other forms of content. Also, Zedge plans on releasing additional new products targeted to accelerate growth originating from Western countries such as the United States.

We believe that the rapid rate of growth in Zedge’s user base and the new approaches discussed here will lead to significantly higher valuations in the long term.  Nevertheless, IDT has a long and successful history of incubating and monetizing businesses and we are always seeking strategic transactions that provide value to our shareholders.
 
3.  
What is the company doing on a day to day basis to monetize on the 520 Broad St. real estate?

We have hired an internationally recognized real estate company to market the building to potential tenants and are currently in discussions with potential parties for office and data operations space.  We are also looking at strategic options and monitor the relevant commercial real estate market for alternative ways of utilizing or monetizing this asset.
 
 
4.  
Can you discuss the payment remittance opportunity you are pursuing and any other avenues that will contribute to sustained revenue/profit growth in the company’s core operations?

We are working to create growth opportunities in our TPS segment through development of new channels to leverage both our telecom platform and distribution networks.  International money remittance utilizes our platform, network and our knowledge of operating consumer-based businesses on five continents.  However, we are still in development of money remittance services and there are numerous variables that will impact whether and in what form it will be launched.  If launched, it will likely be on a modest scale initially.


5.  
Can you discuss which hedge funds are included in long term investments? Would you ever seek to realize your investment here?

As of October 31, 2010, we had $8.0 million remaining in our hedge fund portfolio.  We have exited many investments in the past two years and continue exiting the remaining funds as permitted by the terms of our investments and as advisable given market conditions.
 
 
6.  
You mentioned that the Ebay / Skype settlement was non-material in economic nature yet it established a precedent for your IP to go after other violators of your property. Can you discuss what you mean by this?
 
The settlement was not material to IDT.  Terms of the settlement are covered by a confidentiality agreement.  Through the litigation’s discovery process, we gained additional insights into how VoIP companies are violating our patents and confirmed our view that violations of our patent rights are widespread in the telecommunications industry.  Also during the course of the litigation, the US Patent and Trademark Office confirmed the validity of certain claims of several of our patents.   As a result, we are in a stronger position going forward to enforce our IP.  
 
 
 
-3-

 
IDT Corporation
First Quarter 2011Results
Management’s Answers to Investor Questions
December 16, 2010
 
 
Questions from Mark Cohen, Stone House Capital Management, LLC
 
1.  
Howard mentioned that Fabrix is working with a "streaming" company. When will we hear about this? Will there be an announcement of who it is? Are the economics similar to working with Cable MSO's?

Fabrix is in an advanced stage of negotiations with a North American cable MSO for use of Fabrix's video storage and streaming technology to expand their library in order to meet robust customer demand for video content.  If the discussions continue as expected, the deal will be consummated in 2Q11.  Although this initial agreement would not be material to IDT, this sale, which was based on Fabrix’s superior technical performance compared to other competitor’s products, would position Fabrix to meet the cable industry’s growing demand for deep video storage. We will provide updates on material Fabrix developments as part of our quarterly reporting process. 
 

2.  
Where else in the world is IDT working on Shale besides Colorado and Israel. IDT has a history of leveraging its IP. Is IDT working to license the IP it’s creating in the commercialization of extracting oil from shale?

Genie Oil and Gas is exploring additional potential locations where its technical approach may be adaptable to oil shale and other resources, although there are no other material developments or committed projects at this time.  Our IP strategy is being developed alongside our R&D work.  At a very high level, we are seeking to protect our IP and, depending on the outcome of the pilot test, we will determine whether and where license opportunities exist.


3.  
What benefits is IDT seeing from the consolidation of UTA? Are there opportunities to distribute products besides calling cards to the network of "bodegas"?

We benefitted from the consolidation of UTA in several ways.  The consolidation:
1.  
Streamlined the process to execute management decisions, and it fully aligned the product and distribution strategies;
2.  
Allowed IDT to fully control and coordinate the marketing strategies and related capital investment;
3.  
Enabled IDT to upgrade its sales/distribution workforce, and at the same time to expand its geographical footprint and the depth of its distribution penetration; and
4.  
Facilitated better pricing management of product rates and trade distribution.

Our ability to reach our target customer base is a significant competitive advantage for IDT Telecom.  We continue to develop additional opportunities to leverage our distribution network.  One good example of this is the growth during fiscal years 2009 and 2010 of International Mobile Top-Up (IMTU) product sales.  More recently, IDT has been testing consumer and trade acceptance of other products as well, including non-telephony ones.  We are currently in the very early stages of evaluating the potential of non-telephony offerings.    

 
 
  -4-

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