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)
|
¨
|
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 2.02.
|
Results of Operations and Financial Condition
|
Item 9.01.
|
Financial Statements and Exhibits.
|
(d)
|
Exhibits.
|
Exhibit No.
|
|
Document
|
99.1
|
|
Earnings Release, dated December 12, 2011, reporting the results of operations for IDT Corporation’s fiscal quarter ended October 31, 2011.
|
IDT CORPORATION
|
||
By:
|
/s/ Howard S. Jonas
|
|
Name:
|
Howard S. Jonas
|
|
Title:
|
Chief Executive Officer
|
Exhibit Number
|
Document
|
|
99.1
|
Earnings Release, dated December 12, 2011, reporting the results of operations for IDT Corporation’s fiscal quarter ended October 31, 2011.
|
·
|
Revenue of $376.8 million in the current quarter increased 21.6% versus the year ago period.
|
·
|
Gross profit of $57.4 million in the current quarter was flat compared with the year ago period.
|
·
|
Gross margin of 15.2% declined 330 basis points versus the year ago period.
|
·
|
Adjusted EBITDA of $4.6 million versus $7.5 million in the year ago period.
|
·
|
(Loss) from operations of $(11.1) million including the impact of $11.3 million in expense related to the settlement of a lawsuit previously filed by T-Mobile against IDT Telecom, versus income from operations of $4.3 million in the year ago period.
|
·
|
Net (loss) attributable to IDT of $(4.3) million versus net income of $15.6 million in the year ago period.
|
·
|
Diluted (loss) per share of $(0.21) versus diluted income per share of $0.70 in the year ago period.
|
·
|
Net cash (used in) operating activities totaled $(13.4) million, including the impact of the legal settlement, versus net cash provided by operating activities of $3.6 million in the year ago period.
|
·
|
Cash and cash equivalents were $146.5 million at October 31, 2011. This includes $17.4 million in restricted cash and cash equivalents, and $11.9 million due to Genie Energy, which was transferred to Genie Energy after the quarter end.
|
$ in millions, except EPS
|
1Q12
|
4Q11
|
1Q11
|
YoY Change (%/$)
|
Revenue
|
$376.8
|
$361.1
|
$309.8
|
+21.6%
|
Gross profit
|
$57.4
|
$59.2
|
$57.4
|
0.1%
|
Gross margin percentage
|
15.2%
|
16.4%
|
18.5%
|
(330) basis points
|
SG&A expense (including R&D)
|
$52.8
|
$54.4
|
$49.9
|
+5.8%
|
Adjusted EBITDA
|
$4.6
|
$4.8
|
$7.5
|
(38.2)%
|
Depreciation and amortization expense
|
$4.4
|
$4.5
|
$5.7
|
(21.8)%
|
Other operating (loss) gains
|
$(11.3)
|
$(1.1)
|
$2.5
|
$(13.8)
|
(Loss) income from operations
|
$(11.1)
|
$(0.8)
|
$4.3
|
$(15.4)
|
Net (loss) income attributable to IDT
|
$(4.3)
|
$0.2
|
$15.6
|
$(19.9)
|
Diluted EPS attributable to IDT
|
$(0.21)
|
$0.01
|
$0.70
|
$(0.91)
|
Net cash (used in) provided by operating activities
|
$(13.4)
|
$14.1
|
$3.6
|
$(17.0)
|
·
|
Adjusted EBITDA for all periods presented is a non-GAAP measure representing income (loss) from operations exclusive of depreciation and amortization, and other operating (loss) gains. It is one of several key metrics used by management to evaluate the operating performance of the Company and its individual business units. See reconciliations provided below.
|
·
|
The results of operations for Genie Energy have been reclassified to discontinued operations for all periods presented.
|
·
|
Retail Communications sells international long distance calling products primarily to immigrant communities worldwide, with core markets in the US and Europe. This includes our flagship Boss Revolution - a pay-as-you-go, card-less international calling service and payment platform, mobile applications, as well as many of our established calling card brands including Boss, La Leyenda, Feliz, and Pennytalk.
|
·
|
Wholesale Termination Services is a global telecom carrier terminating international long distance calls around the world for Tier 1 fixed line and mobile network operators as well as other aggregators through its network of 800-plus carrier interconnects.
|
·
|
Hosted Platform Solutions enables operators to leverage IDT’s proprietary networks, platforms and/or technology to assist them in providing customized communications solutions. Included in this category is our cable telephony product offering, which is in “harvest mode”.
|
·
|
Payment Services markets payment products such as international mobile top-up, or IMTU, as well as gift cards in both the US and Europe. IMTU enables purchasers to top-up a prepaid mobile phone in another country. IMTU is available in both traditional cards as well as on the Boss Revolution payment platform. IDT also offers a reloadable debit card and Bank Identification Number (BIN) Sponsorship services in Europe through its Gibraltar bank.
|
·
|
Retail Communications revenue of $131.9 million (35.7% of TPS’ revenue in 1Q12) grew 11.5% year over year and 3.3% sequentially. Growth was led by aggressive penetration and acceptance of Boss Revolution within the U.S. retail distribution network, partially offset by a continued decline in sales of traditional IDT-branded disposable calling cards
|
·
|
Wholesale Termination Services revenue of $187.0 million (50.7% of TPS’ revenue in 1Q12) grew 33.0% year over year and 6.5% sequentially. This growth was due to our continued focus on optimal execution as well as an effective pricing and costing strategy, which we believe has increased our market share presence in a very competitive international long distance market.
|
·
|
Hosted Platform Solutions revenue of $15.0 million (4.1% of TPS’ revenue in 1Q12) declined 23.5% year over year and 12.0% sequentially. The decline in revenue is primarily due to the loss of IDT’s largest cable telephony customer.
|
·
|
Payment Services revenue of $35.2 million (9.5% of TPS’ revenue in 1Q12) grew 60.5% year over year and 7.0% sequentially. The year over year growth was driven by the success of our IMTU products. However, because of increased competition in the IMTU marketplace, sales of IMTU products are likely to grow at a slower pace in fiscal 2012. Future growth will be contingent, in large part, on our ability to enter into new IMTU partnerships with wireless providers, as well as on a recently launched initiative to sell IMTU through the Boss Revolution payment platform.
|
§
|
Management’s discussion of IDT’s financial and operational results is posted in an audio file on the IDT website at http://www.idt.net/about/ir/overview.asp. The audio file (in MP3 format) may be played directly from the website or downloaded for later playback.
|
§
|
An archived copy of this audio file will be available on the Investor Relations page of the IDT website, under the “Presentations” heading, for at least one year after the webcast.
|
§
|
Copies of this release - which includes a reconciliation of the Non-GAAP financial measures that are both used herein and referenced during management’s discussion of results - are available in the Investor Relations portion of IDT’s website, at http://www.idt.net/about/ir/overview.asp.
|
§
|
Q&A will be in a written format. Investors and others interested in IDT are invited to e-mail questions for management to invest@idt.net. IDT will accept questions received through the close of business on Thursday, December 15, 2011. Questioners must identify themselves by name and (if applicable) firm. When management can constructively answer the question, the initial question, the questioner’s name and firm, and management’s response will be posted in a document available on IDT Corporation’s website and in a Form 8-K filing as early as Monday, December 19, 2011 following the market close.
|
October 31,
2011
|
July 31,
2011
|
|||||||
(Unaudited)
|
||||||||
(in thousands)
|
||||||||
Assets
|
||||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$ | 129,114 | $ | 220,426 | ||||
Restricted cash and cash equivalents
|
6,333 | 4,128 | ||||||
Certificates of deposit
|
— | 3,542 | ||||||
Trade accounts receivable, net of allowance for doubtful accounts of $14,203 at October 31, 2011 and $15,375 at July 31, 2011
|
93,757 | 100,146 | ||||||
Prepaid expenses
|
17,990 | 21,920 | ||||||
Investments—short-term
|
208 | 198 | ||||||
Other current assets
|
10,871 | 13,720 | ||||||
Assets of discontinued operations
|
— | 63,140 | ||||||
Total current assets
|
258,273 | 427,220 | ||||||
Property, plant and equipment, net
|
88,075 | 90,471 | ||||||
Goodwill
|
14,943 | 15,012 | ||||||
Other intangibles, net
|
2,470 | 2,661 | ||||||
Investments—long-term
|
8,111 | 8,721 | ||||||
Restricted cash and cash equivalents—long-term
|
11,092 | 12,241 | ||||||
Other assets
|
11,009 | 11,840 | ||||||
Total assets
|
$ | 393,973 | $ | 568,166 | ||||
Liabilities and equity
|
||||||||
Current liabilities:
|
||||||||
Trade accounts payable
|
$ | 36,150 | $ | 42,269 | ||||
Accrued expenses
|
155,380 | 166,617 | ||||||
Deferred revenue
|
74,278 | 78,852 | ||||||
Due to Genie Energy Ltd.
|
11,892 | — | ||||||
Income taxes payable
|
823 | 2,257 | ||||||
Capital lease obligations—current portion
|
608 | 1,701 | ||||||
Notes payable—current portion
|
510 | 611 | ||||||
Other current liabilities
|
2,732 | 3,287 | ||||||
Liabilities of discontinued operations
|
— | 25,826 | ||||||
Total current liabilities
|
282,373 | 321,420 | ||||||
Notes payable—long-term portion
|
29,615 | 29,564 | ||||||
Income taxes payable—long-term
|
3,781 | 3,781 | ||||||
Other liabilities
|
7,709 | 9,611 | ||||||
Total liabilities
|
323,478 | 364,376 | ||||||
Commitments and contingencies
|
||||||||
Equity:
|
||||||||
IDT Corporation stockholders’ equity:
|
||||||||
Preferred stock, $.01 par value; authorized shares—10,000; no shares issued
|
— | — | ||||||
Class A common stock, $.01 par value; authorized shares—35,000; 3,272 shares issued and 1,574 shares outstanding at October 31, 2011 and July 31, 2011
|
33 | 33 | ||||||
Class B common stock, $.01 par value; authorized shares—200,000; 23,621 and 23,586 shares issued and 21,144 and 21,109 shares outstanding at October 31, 2011 and July 31, 2011, respectively
|
236 | 236 | ||||||
Additional paid-in capital
|
392,399 | 520,732 | ||||||
Treasury stock, at cost, consisting of 1,698 shares of Class A common stock and 2,477 shares of Class B common stock at October 31, 2011 and July 31, 2011
|
(94,941 | ) | (94,941 | ) | ||||
Accumulated other comprehensive income
|
1,780 | 3,027 | ||||||
Accumulated deficit
|
(229,535 | ) | (219,992 | ) | ||||
Total IDT Corporation stockholders’ equity
|
69,972 | 209,095 | ||||||
Noncontrolling interests:
|
||||||||
Noncontrolling interests
|
523 | (4,305 | ) | |||||
Receivable for issuance of equity
|
— | (1,000 | ) | |||||
Total noncontrolling interests
|
523 | (5,305 | ) | |||||
Total equity
|
70,495 | 203,790 | ||||||
Total liabilities and equity
|
$ | 393,973 | $ | 568,166 |
Three Months Ended
October 31,
|
||||||||
2011
|
2010
|
|||||||
(in thousands, except per share data)
|
||||||||
Revenue
|
$ | 376,777 | $ | 309,767 | ||||
Direct cost of revenue (exclusive of depreciation and amortization)
|
(319,352 | ) | (252,392 | ) | ||||
Gross profit
|
57,425 | 57,375 | ||||||
Operating expenses:
|
||||||||
Selling, general and administrative (i)
|
51,783 | 49,151 | ||||||
Depreciation and amortization
|
4,442 | 5,679 | ||||||
Research and development
|
1,010 | 725 | ||||||
Total operating expenses
|
57,235 | 55,555 | ||||||
Other operating (loss) gains
|
(11,252 | ) | 2,520 | |||||
(Loss) income from operations
|
(11,062 | ) | 4,340 | |||||
Interest expense, net
|
(478 | ) | (1,241 | ) | ||||
Other income, net
|
189 | 6,022 | ||||||
(Loss) income from continuing operations before income taxes
|
(11,351 | ) | 9,121 | |||||
Benefit from income taxes
|
3,263 | 4,052 | ||||||
(Loss) income from continuing operations
|
(8,088 | ) | 13,173 | |||||
Discontinued operations, net of tax:
|
||||||||
Income from discontinued operations
|
1,015 | 2,666 | ||||||
Income on sale of discontinued operations
|
2,000 | — | ||||||
Total discontinued operations
|
3,015 | 2,666 | ||||||
Net (loss) income
|
(5,073 | ) | 15,839 | |||||
Net loss (income) attributable to noncontrolling interests
|
747 | (191 | ) | |||||
Net (loss) income attributable to IDT Corporation
|
$ | (4,326 | ) | $ | 15,648 | |||
Amounts attributable to IDT Corporation common stockholders:
|
||||||||
(Loss) income from continuing operations
|
$ | (8,236 | ) | $ | 12,958 | |||
Income from discontinued operations
|
3,910 | 2,690 | ||||||
Net (loss) income
|
$ | (4,326 | ) | $ | 15,648 | |||
Earnings per share attributable to IDT Corporation common stockholders:
|
||||||||
Basic:
|
||||||||
(Loss) income from continuing operations
|
$ | (0.40 | ) | $ | 0.63 | |||
Income from discontinued operations
|
0.19 | 0.13 | ||||||
Net (loss) income
|
$ | (0.21 | ) | $ | 0.76 | |||
Weighted-average number of shares used in calculation of basic earnings per share
|
20,365 | 20,544 | ||||||
Diluted:
|
||||||||
(Loss) income from continuing operations
|
$ | (0.40 | ) | $ | 0.58 | |||
Income from discontinued operations
|
0.19 | 0.12 | ||||||
Net (loss) income
|
$ | (0.21 | ) | $ | 0.70 | |||
Weighted-average number of shares used in calculation of diluted earnings per share
|
20,365 | 22,378 | ||||||
Dividends declared per common share
|
$ | 0.23 | $ | — | ||||
(i) Stock-based compensation included in selling, general and administrative expenses
|
$ | 684 | $ | 344 |
Three Months Ended
October 31,
|
||||||||
2011
|
2010
|
|||||||
(in thousands)
|
||||||||
Operating activities
|
||||||||
Net (loss) income
|
$ | (5,073 | ) | $ | 15,839 | |||
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
|
||||||||
Net income from discontinued operations
|
(3,015 | ) | (2,666 | ) | ||||
Depreciation and amortization
|
4,442 | 5,679 | ||||||
Severance and other payments
|
— | (257 | ) | |||||
Deferred income taxes
|
(997 | ) | — | |||||
Provision for doubtful accounts receivable
|
1,108 | 1,294 | ||||||
Gain on settlement of auction rate securities arbitration claim
|
— | (5,379 | ) | |||||
Gain on proceeds from insurance
|
— | (1,863 | ) | |||||
Interest in the equity of investments
|
256 | (338 | ) | |||||
Stock-based compensation
|
684 | 344 | ||||||
Change in assets and liabilities:
|
||||||||
Trade accounts receivable
|
(1,053 | ) | (23,206 | ) | ||||
Prepaid expenses, other current assets and other assets
|
7,276 | 2,667 | ||||||
Trade accounts payable, accrued expenses, other current liabilities and other liabilities
|
(11,276 | ) | (337 | ) | ||||
Income taxes payable
|
(1,434 | ) | (1,373 | ) | ||||
Deferred revenue
|
(4,277 | ) | 13,184 | |||||
Net cash (used in) provided by operating activities
|
(13,359 | ) | 3,588 | |||||
Investing activities
|
||||||||
Capital expenditures
|
(1,926 | ) | (3,298 | ) | ||||
Increase in investments
|
— | (50 | ) | |||||
Proceeds from sale and redemption of investments
|
343 | 534 | ||||||
(Increase) decrease in restricted cash and cash equivalents
|
(1,056 | ) | 1,074 | |||||
Proceeds from sale of building
|
— | 100 | ||||||
Proceeds from insurance
|
— | 2,687 | ||||||
Proceeds from marketable securities
|
— | 5,731 | ||||||
Purchases of certificates of deposit
|
— | (4,407 | ) | |||||
Proceeds from maturities of certificates of deposit
|
3,540 | — | ||||||
Net cash provided by investing activities
|
901 | 2,371 | ||||||
Financing activities
|
||||||||
Dividends paid
|
(5,217 | ) | — | |||||
Cash of subsidiaries deconsolidated as a result of the Genie spin-off
|
(92,351 | ) | — | |||||
Distributions to noncontrolling interests
|
(350 | ) | (550 | ) | ||||
Repayments of capital lease obligations
|
(1,092 | ) | (1,438 | ) | ||||
Repayments of borrowings
|
(160 | ) | (152 | ) | ||||
Net cash used in financing activities
|
(99,170 | ) | (2,140 | ) | ||||
Discontinued operations
|
||||||||
Net cash (used in) provided by operating activities
|
(889 | ) | 2,030 | |||||
Net cash used in investing activities
|
(2,048 | ) | (1,519 | ) | ||||
Net cash (used in) provided by discontinued operations
|
(2,937 | ) | 511 | |||||
Effect of exchange rate changes on cash and cash equivalents
|
(622 | ) | 805 | |||||
Net (decrease) increase in cash and cash equivalents
|
(115,187 | ) | 5,135 | |||||
Cash and cash equivalents (including discontinued operations) at beginning of period
|
244,301 | 221,753 | ||||||
Cash and cash equivalents (including discontinued operations) at end of period
|
129,114 | 226,888 | ||||||
Less cash and cash equivalents of discontinued operations at end of period
|
— | (25,118 | ) | |||||
Cash and cash equivalents (excluding discontinued operations) at end of period
|
$ | 129,114 | $ | 201,770 | ||||
Supplemental schedule of non-cash investing and financing activities
|
||||||||
Contribution to Genie in connection with the spin-off
|
$ | 11,892 | $ | — | ||||
Net assets excluding cash and cash equivalents of subsidiaries deconsolidated as a result of the Genie spin-off
|
$ | 30,695 | $ | — |
IDT Corporation
Reconciliation of Adjusted EBITDA to (Loss) Income from Operations
Figures may not foot or cross-foot due to rounding to millions.
|
$ in millions
|
Total IDT Corporation
|
Telecom Platform Services
|
Consumer Phone Services
|
All Other
|
Corporate
|
|||||||||||||||
Three Months Ended October 31, 2011
(1Q12)
|
||||||||||||||||||||
Revenue
|
$ | 376.8 | $ | 369.1 | $ | 5.4 | $ | 2.3 | $ | - | ||||||||||
Direct cost of revenue
|
319.4 | 316.4 | 2.5 | 0.5 | - | |||||||||||||||
Gross profit
|
57.4 | 52.6 | 2.9 | 1.9 | - | |||||||||||||||
Selling, general and administrative
|
51.8 | 44.9 | 1.7 | 1.2 | 3.9 | |||||||||||||||
Research and development
|
1.0 | - | - | 1.0 | - | |||||||||||||||
Adjusted EBITDA
|
4.6 | 7.7 | 1.2 | (0.4 | ) | (3.9 | ) | |||||||||||||
Subtract:
|
||||||||||||||||||||
Depreciation and amortization
|
4.4 | 3.8 | - | 0.5 | 0.1 | |||||||||||||||
Other operating loss
|
11.3 | 11.3 | - | - | - | |||||||||||||||
(Loss) income from operations
|
$ | (11.1 | ) | $ | (7.3 | ) | $ | 1.2 | $ | (0.9 | ) | $ | (4.0 | ) | ||||||
$ in millions
|
Total IDT Corporation
|
Telecom Platform Services
|
Consumer Phone Services
|
All Other
|
Corporate
|
|||||||||||||||
Three Months Ended July 31, 2011
(4Q11)
|
||||||||||||||||||||
Revenue
|
$ | 361.1 | $ | 353.1 | $ | 5.8 | $ | 2.2 | $ | - | ||||||||||
Direct cost of revenue
|
301.9 | 298.9 | 2.6 | 0.4 | - | |||||||||||||||
Gross profit
|
59.2 | 54.2 | 3.2 | 1.7 | - | |||||||||||||||
Selling, general and administrative
|
53.5 | 47.4 | 1.7 | 1.7 | 2.7 | |||||||||||||||
Research and development
|
0.9 | - | - | 0.9 | - | |||||||||||||||
Adjusted EBITDA
|
4.8 | 6.8 | 1.5 | (0.8 | ) | (2.7 | ) | |||||||||||||
Subtract:
|
||||||||||||||||||||
Depreciation and amortization
|
4.5 | 3.9 | - | 0.6 | 0.1 | |||||||||||||||
Other operating loss
|
1.1 | 1.1 | - | - | - | |||||||||||||||
(Loss) income from operations
|
$ | (0.8 | ) | $ | 1.8 | $ | 1.5 | $ | (1.3 | ) | $ | (2.9 | ) |
$ in millions
|
Total IDT Corporation
|
Telecom Platform Services
|
Consumer Phone Services
|
All Other
|
Corporate
|
|||||||||||||||
Three Months Ended October 31, 2010
(1Q11)
|
||||||||||||||||||||
Revenue
|
$ | 309.8 | $ | 300.4 | $ | 7.5 | $ | 1.9 | $ | - | ||||||||||
Direct cost of revenue
|
252.4 | 248.6 | 3.5 | 0.3 | - | |||||||||||||||
Gross profit
|
57.4 | 51.8 | 4.0 | 1.6 | - | |||||||||||||||
Selling, general and administrative
|
49.2 | 41.5 | 1.9 | 2.0 | 3.7 | |||||||||||||||
Research and development
|
0.7 | - | - | 0.7 | - | |||||||||||||||
Adjusted EBITDA
|
7.5 | 10.2 | 2.1 | (1.1 | ) | (3.7 | ) | |||||||||||||
Subtract (Add):
|
||||||||||||||||||||
Depreciation and amortization
|
5.7 | 4.8 | - | 0.7 | 0.2 | |||||||||||||||
Other operating gains, net
|
(2.5 | ) | - | - | (2.5 | ) | - | |||||||||||||
Income (loss) from operations
|
$ | 4.3 | $ | 5.5 | $ | 2.0 | $ | 0.7 | $ | (3.9 | ) |