Note 21—Commitments and Contingencies

Legal Proceedings

On July 5, 2017, plaintiff JDS1, LLC, on behalf of itself and all other similarly situated stockholders of Straight Path, and derivatively on behalf of Straight Path as nominal defendant, filed a putative class action and derivative complaint in the Delaware Chancery Court against the Company, The Patrick Henry Trust (a trust formed by Howard S. Jonas to hold record and beneficial ownership of all of his shares of Straight Path), Howard S. Jonas, and each of Straight Path’s directors. The complaint alleges that the Company aided and abetted Straight Path’s directors and Howard S. Jonas in his capacity as controlling stockholder of Straight Path, in breaching their fiduciary duties to Straight Path in connection with the settlement of claims between Straight Path and the Company related to potential indemnification claims concerning Straight Path’s obligations under the Consent Decree it entered into with the FCC, as well as the proposed sale of Straight Path’s subsidiary SPIP to the Company in connection with that settlement. That action was consolidated with a similar action that was initiated by The Arbitrage Fund. The Plaintiffs are seeking, among other things, (i) a declaration that the action may be maintained as a class action or in the alternative, that demand on the Straight Path Board is excused; (ii) that the term sheet is invalid; (iii) awarding damages for the unfair price stockholders are receiving in the merger between Straight Path and Verizon Communications Inc. for their shares of Straight Path’s Class B common stock; and (iv) ordering Howard S. Jonas, Davidi Jonas, the Chairman of the Board and Chief Executive Officer of Straight Path, and the Company to disgorge any profits for the benefit of the class Plaintiffs. On August 28, 2017, the Plaintiffs filed an amended complaint. On September 24, 2017, the Company filed a motion to dismiss the amended complaint. The Company intends to vigorously defend the action.

On May 5, 2004, the Company filed a complaint in the Supreme Court of the State of New York, County of New York, seeking injunctive relief and damages against Tyco Group, S.A.R.L., Tyco Telecommunications (US) Inc. (f/k/a TyCom (US) Inc.), Tyco International, Ltd., Tyco International (US) Inc., and TyCom Ltd. (collectively “Tyco”). The Company alleged that Tyco breached a settlement agreement that it had entered into with the Company to resolve certain disputes and civil actions among the parties. The Company alleged that Tyco did not provide the Company, as required under the settlement agreement, free of charge and for the Company’s exclusive use, a 15-year indefeasible right to use four Wavelengths in Ring Configuration (as defined in the settlement agreement) on a global undersea fiber optic network that Tyco was deploying at that time. After extensive proceedings, including several decisions and appeals, the New York Court of Appeals affirmed a lower court decision to dismiss the Company’s claim and denied the Company’s motion for re-argument of that decision. On June 23, 2015, the Company filed a new summons and complaint against Tyco in the Supreme Court of the State of New York, County of New York alleging that Tyco breached the settlement agreement. In September 2015, Tyco filed a motion to dismiss the complaint, which the Company opposed. Oral argument was held on March 9, 2016. On October 17, 2016, the judge granted Tyco’s motion and dismissed the complaint. In August 2017, the Company filed an appeal, which Tyco opposed.

In addition to the foregoing, the Company is subject to other legal proceedings that have arisen in the ordinary course of business and have not been finally adjudicated. Although there can be no assurance in this regard, the Company believes that none of the other legal proceedings to which the Company is a party will have a material adverse effect on the Company’s results of operations, cash flows or financial condition.

Universal Service Fund Audit

The Company’s Federal Communications Commission (“FCC”) Form 499-A filings for calendar years 2000 through 2006 related to payments to the Universal Service Fund have been audited by the Internal Audit Division (“IAD”) of the Universal Service Administrative Company (“USAC”), which concluded that the Company incorrectly reported certain revenues on Forms 499-A. USAC’s revisions to the Company’s filing methodology resulted in additional regulatory payments for the years covered by the audits. While the Company believes in the accuracy of its filing methodology and the Company’s Request for Review remains pending, the Company has implemented some of the revisions set forth in the IAD’s filings beginning with the Company’s calendar year 2010 Form 499-A. The Company has accrued for all regulatory fees that the Company believes may be incurred under IAD’s methodology from 2002 through the present, in the event the Company’s Request for Review is denied and/or its methodology is not upheld on appeal, and the Company has made certain payments on amounts that have been invoiced to it by USAC and/or other agencies. The Company’s 2017 FCC Form 499-A, which reports its calendar year 2016 revenue, is currently under audit by the IAD. At July 31, 2017 and 2016, the Company’s accrued expenses included $43.5 million and $47.5 million, respectively, for these regulatory fees for the years covered by the audit and subsequent years. Until a final decision is reached in the Company’s disputes, the Company will continue to accrue in accordance with IAD’s methodology. If the Company does not properly calculate, or has not properly calculated, the amount payable by the Company to the Universal Service Fund, the Company may be subject to interest and penalties.

Purchase Commitments

The Company had purchase commitments of $3.1 million at July 31, 2017.

Lease Commitments

The future minimum payments for operating leases as of July 31, 2017 were as follows:

(in thousands)
Year ending July 31:
2018	$	2,510
2019		1,373
2020		760
2021		720
2022		615
Thereafter		564
Total payments	$	6,542

Rental expense under operating leases was $2.9 million, $3.2 million and $6.1 million in fiscal 2017, fiscal 2016 and fiscal 2015, respectively. In addition, connectivity charges under operating leases were $6.4 million, $7.5 million and $8.4 million in fiscal 2017, fiscal 2016 and fiscal 2015, respectively.

Rentals under Operating Leases

In April 2016, the Company entered into two leases for space in its headquarters building at 520 Broad Street, Newark, New Jersey. In addition, the Company has leases for a portion of its building in Piscataway, New Jersey. The leases do not include contingent rental income.

The minimum future rentals on noncancelable operating leases as of July 31, 2017 were as follows:

(in thousands)
Year ending July 31:
2018	$	902
2019		1,043
2020		1,079
2021		940
2022		843
Thereafter		2,791
Total minimum future rentals	$	7,598

The aggregate carrying value of the Company’s land, building and improvements in New Jersey was as follows:

July 31 (in thousands)	2017			2016
Land, building and improvements	$	61,206		$	59,553
Less accumulated depreciation		(12,563	)		(11,202	)
Net	$	48,643		$	48,351

Performance Bonds

IDT Payment Services and IDT Telecom 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, respectively. At July 31, 2017, the Company had aggregate performance bonds of $15.1 million outstanding.

Subsequent Event—Reciprocal Services Agreement

In August 2017, the Company entered into a Reciprocal Services Agreement 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. The Company has committed to pay such telecom operator monthly committed amounts during the term of the agreement. In addition, under certain limited circumstances, the parties may renegotiate the amount of the monthly payments. In the event the parties do not agree on re-pricing terms after good faith negotiations, then either party has the right to terminate the agreement. Pursuant to the agreement, in September 2017, the Company deposited $11.75 million into an escrow account as security for the benefit of the telecom operator.