UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01. Regulation FD.
On September 29, 2021, IDT Corporation (the “Registrant”) issued a press release announcing its entry into the Agreement described in Item 8.01 below. The Registrant is furnishing the information contained in this Report, including the press release, 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.
Item 8.01. Other Events.
On September 29, 2021, National Retail Solutions, Inc. (“NRS”), a subsidiary of the Registrant entered into a Securities Purchase Agreement (the “Agreement”) with Alta Fox Opportunities Fund LP (“Purchaser”) to sell 862,442 shares of Class B common stock of NRS, which represents 2.5% of the outstanding capital stock of NRS on a fully-diluted basis, for an aggregate purchase price of $10,000,000.
A copy of the Registrant’s press release announcing the Agreement is filed as Exhibit 99.1 to this Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Document | |
99.1 | Press Release of the Registrant, dated September 29, 2021. | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
1
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/ Shmuel Jonas | |
Name: | Shmuel Jonas | |
Title: | Chief Executive Officer |
Dated: September 29, 2021
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EXHIBIT INDEX
Exhibit Number |
Document | |
99.1 | ||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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Exhibit 99.1
IDT Corporation’s NRS Subsidiary Sells 2.5% Minority Stake
to Alta Fox Capital Management for $10 million
NEWARK, NJ – September 29, 2021: IDT Corporation (NYSE: IDT), a global provider of fintech, cloud communications and traditional communications services, announced today that its National Retail Solutions (NRS) subsidiary has concluded the sale of a two and one-half percent stake (calculated on a fully diluted basis, including equity incentive grants) for $10 million to Alta Fox Capital Management, a private investment fund based in Fort Worth, Texas.
NRS operates a point-of-sale (POS)-based platform that enables independent retailers to operate and process transactions more effectively, while providing advertisers and consumer marketers with unprecedented reach into underserved consumer markets. NRS generated revenue of $21.2 million in the twelve months ended April 30, 2021, and increased quarterly revenue by 123% year over year. IDT holds an approximately 81% equity interest in NRS (on a fully-diluted basis) following the sale.
“NRS is a market-leading point of sale provider to bodegas and other independent convenience retailers, and we have only just begun to tap its potential,” said Elie Y. Katz, President of NRS.
“Given IDT’s strong balance sheet and ample cash flows from our mature businesses, we have been reluctant to accept outside investments in NRS,” said Marcelo Fischer, IDT’s Chief Financial Officer. “However, Alta Fox has demonstrated a deep understanding of our markets and growth opportunities, including expansion into adjacent markets. We are excited to have their support.”
“We are impressed by the quality of the NRS business and leadership team,” said Connor Haley, Alta Fox’s Founder and Managing Partner. “NRS has many of the characteristics we seek in our portfolio companies including market leadership, multiple high-margin revenue streams, and a significant revenue growth rate. We believe that NRS has the potential to be worth many multiples of the over $400 million implied enterprise value from our investment as management continues to execute on its strategic roadmap.”
About IDT Corporation:
IDT Corporation (NYSE: IDT) is a global provider of fintech, cloud communications and traditional communications services. We make it easier for families to connect, support and share across international borders. We also enable businesses to transact and communicate with their customers with enhanced intelligence and insight.
Our BOSS Revolution branded money transfer, mobile top-up and international calling services make sending money and speaking with friends and family around the world convenient and reliable. National Retail Solutions’ (NRS) point-of-sale retail network enables independent retailers to operate and process transactions more effectively while providing advertisers and consumer marketers with unprecedented reach into underserved consumer markets. net2phone’s unified communications as a service solution provides businesses with intelligently integrated cloud communications and collaboration solutions across channels and devices. Our IDT Carrier Services and IDT Express wholesale offerings enable communications companies to provision and manage international voice and SMS services.
All statements above 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. Our filings with the SEC provide detailed information on such statements and risks, and should be consulted along with this release. To the extent permitted under applicable law, IDT assumes no obligation to update any forward-looking statements.
Contact:
Bill Ulrey
IDT Investor Relations
Phone: (973) 438-3838
E-mail: invest@idt.net
# # #
Cover |
Sep. 29, 2021 |
---|---|
Cover [Abstract] | |
Document Type | 8-K |
Amendment Flag | false |
Document Period End Date | Sep. 29, 2021 |
Entity File Number | 1-16371 |
Entity Registrant Name | IDT CORPORATION |
Entity Central Index Key | 0001005731 |
Entity Tax Identification Number | 22-3415036 |
Entity Incorporation, State or Country Code | DE |
Entity Address, Address Line One | 520 Broad Street |
Entity Address, City or Town | Newark |
Entity Address, State or Province | NJ |
Entity Address, Postal Zip Code | 07102 |
City Area Code | (973) |
Local Phone Number | 438-1000 |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
Title of 12(b) Security | Class B common stock, par value $0.01 per share |
Trading Symbol | IDT |
Security Exchange Name | NYSE |
Entity Emerging Growth Company | false |
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