SEC Form 10-Q filed by IDT Corporation

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-Q

 

 

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

FOR THE QUARTERLY PERIOD ENDED JANUARY 31, 2026

or

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Commission File Number: 1-16371

 

 

IDT CORPORATION

(Exact Name of Registrant as Specified in its Charter)

 

 

Delaware		22-3415036
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)
520 Broad Street, Newark, New Jersey		07102
(Address of principal executive offices)		(Zip Code)

 

(973) 438-1000

(Registrant’s telephone number, including area code)

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Name of each exchange on which registered
Class B common stock, par value $.01 per share		New York Stock Exchange

 

Trading symbol: IDT

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
Emerging growth company	☐

 

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. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.): Yes ☐ No ☒

 

As of March 4, 2026, the registrant had the following shares outstanding:

 

Class A common stock, $.01 par value:	1,574,326 shares outstanding (excluding 1,698,000 treasury shares)
Class B common stock, $.01 par value:	23,501,904 shares outstanding (excluding 5,061,369 treasury shares)

 

 

 

IDT CORPORATION

TABLE OF CONTENTS

 

PART I. FINANCIAL INFORMATION			3
	Item 1.	Financial Statements (Unaudited)	3
		Condensed Consolidated Balance Sheets	3
		Condensed Consolidated Statements of Income	4
		Condensed Consolidated Statements of Comprehensive Income	5
		Condensed Consolidated Statements of Equity	6
		Condensed Consolidated Statements of Cash Flows	8
		Notes to Condensed Consolidated Financial Statements	9
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26
	Item 3.	Quantitative and Qualitative Disclosures About Market Risks	35
	Item 4.	Controls and Procedures	35
PART II. OTHER INFORMATION			36
	Item 1.	Legal Proceedings	36
	Item 1A.	Risk Factors	36
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	37
	Item 3.	Defaults Upon Senior Securities	37
	Item 4.	Mine Safety Disclosures	37
	Item 5.	Other Information	37
	Item 6.	Exhibits	38
SIGNATURES			39

 

 

PART I. FINANCIAL INFORMATION

 

Item 1. Financial Statements (Unaudited)

 

IDT CORPORATION

 

CONDENSED CONSOLIDATED BALANCE SHEETS

 

		January 31, 2026				July 31, 2025
		(Unaudited)				(Note 1)
		(in thousands, except per share data)
Assets
Current assets:
Cash and cash equivalents		$	210,183			$	226,505
Restricted cash and cash equivalents			126,745				115,327
Debt securities			25,607				21,649
Equity investments			10,388				5,637
Trade accounts receivable, net of allowance for credit losses of $10,190 at January 31, 2026 and $9,097 at July 31, 2025			42,717				44,932
Settlement assets, net of reserve of $1,799 at January 31, 2026 and $1,367 at July 31, 2025			69,315				28,014
Disbursement prefunding			45,598				37,097
Prepaid expenses			11,588				12,440
Other current assets			30,659				28,702
Total current assets			572,800				520,303
Property, plant, and equipment, net			40,865				38,869
Goodwill			26,639				26,488
Other intangibles, net			4,476				5,056
Equity investments			5,179				6,658
Operating lease right-of-use assets			1,455				1,878
Deferred income tax assets, net			18,678				18,790
Other assets			8,199				8,161
Total assets		$	678,291			$	626,203
Liabilities, redeemable noncontrolling interest, and equity
Current liabilities:
Trade accounts payable		$	16,648			$	19,435
Accrued expenses			90,030				97,295
Deferred revenue			27,022				27,726
Customer funds deposits			128,105				114,708
Settlement liabilities			18,547				13,922
Other current liabilities			28,059				19,910
Total current liabilities			308,411			$	292,996
Operating lease liabilities			753				1,103
Other liabilities			923				1,688
Total liabilities			310,087				295,787
Commitments and contingencies			-				-
Redeemable noncontrolling interest			11,854				11,459
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 January 31, 2026 and July 31, 2025			33				33
Class B common stock, $.01 par value; authorized shares—200,000; 28,537 and 28,528 shares issued and 23,357 and 23,656 shares outstanding at January 31, 2026 and July 31, 2025, respectively			285				285
Common stock value			285				285
Additional paid-in capital			315,053				308,111
Treasury stock, at cost, consisting of 1,698 and 1,698 shares of Class A common stock and 5,179 and 4,872 shares of Class B common stock at January 31, 2026 and July 31, 2025, respectively			(158,892	)			(143,853	)
Accumulated other comprehensive loss			(14,156	)			(16,569	)
Retained earnings			197,416				157,124
Total IDT Corporation stockholders’ equity			339,739				305,131
Noncontrolling interests			16,611				13,826
Total equity			356,350				318,957
Total liabilities, redeemable noncontrolling interest, and equity		$	678,291			$	626,203

 

See accompanying notes to condensed consolidated financial statements.

 

 

IDT CORPORATION

 

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

 

		2026				2025				2026				2025
		Three Months Ended January 31,								Six Months Ended January 31,
		2026				2025				2026				2025
		(in thousands, except per share data)
Revenues		$	320,516			$	303,349			$	643,268			$	612,915
Direct cost of revenues			199,239				191,239				403,812				393,178
Gross profit			121,277				112,110				239,456				219,737
Operating expenses:
Selling, general and administrative (i)			78,846				70,721				152,853				141,772
Technology and development (i)			14,123				12,612				27,754				25,372
Severance			227				233				431				410
Other operating expense, net (see Note 10)			836				227				247				227
Total operating expenses			94,032				83,793				181,285				167,781
Income from operations			27,245				28,317				58,171				51,956
Interest income, net			1,640				1,354				3,348				2,782
Other income (expense), net			186				207				(281	)			(76	)
Income before income taxes			29,071				29,878				61,238				54,662
Provision for income taxes			(6,247	)			(7,665	)			(14,318	)			(13,967	)
Net income			22,824				22,213				46,920				40,695
Net income attributable to noncontrolling interests			(1,876	)			(1,944	)			(3,610	)			(3,178	)
Net income attributable to IDT Corporation		$	20,948			$	20,269			$	43,310			$	37,517
Earnings per share attributable to IDT Corporation common stockholders:
Basic		$	0.84			$	0.81			$	1.72			$	1.49
Diluted		$	0.84			$	0.80			$	1.72			$	1.48
Weighted-average number of shares used in calculation of earnings per share:
Basic			25,048				25,161				25,115				25,182
Diluted			25,055				25,324				25,124				25,343
(i) Stock-based compensation included in total operating expenses		$	4,348			$	863			$	6,362			$	1,774

 

See accompanying notes to condensed consolidated financial statements.

 

 

IDT CORPORATION 

 

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

 

		2026				2025				2026				2025
		Three Months Ended January 31,								Six Months Ended January 31,
		2026				2025				2026				2025
		(in thousands)
Net income		$	22,824			$	22,213			$	46,920			$	40,695
Other comprehensive income (loss):
Change in unrealized loss on available-for-sale securities			31				16				85				72
Foreign currency translation adjustments			2,081				94				2,328				(1,529	)
Other comprehensive income (loss)			2,112				110				2,413				(1,457	)
Comprehensive income			24,936				22,323				49,333				39,238
Comprehensive income attributable to noncontrolling interests			(1,876	)			(1,944	)			(3,610	)			(3,178	)
Comprehensive income attributable to IDT Corporation		$	23,060			$	20,379			$	45,723			$	36,060

 

See accompanying notes to condensed consolidated financial statements.

 

 

IDT CORPORATION

 

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (Unaudited)

 

		Class A Common Stock				Class B Common Stock				Additional Paid-In Capital				Treasury Stock				Accumulated Other Comprehensive Loss				Retained Earnings				Noncontrolling Interests				Total Equity
		Three Months Ended January 31, 2026 (in thousands)
		IDT Corporation Stockholders
		Class A Common Stock				Class B Common Stock				Additional Paid-In Capital				Treasury Stock				Accumulated Other Comprehensive Loss				Retained Earnings				Noncontrolling Interests				Total Equity
BALANCE AT OCTOBER 31, 2025		$	33			$	285			$	310,126			$	(151,457	)		$	(16,268	)		$	177,972			$	15,326			$	336,017
Dividends declared ($0.06 per share)			—				—				—				—				—				(1,504	)			—				(1,504	)
Repurchases of Class B common stock through repurchase program			—				—				—				(7,435	)			—				—				—				(7,435	)
Stock issued to an executive officer for bonus payment			-				-				-				-				-				-				-				-
Stock options exercised			—				—				200				—				—				—				—				200
Stock-based compensation			—				—				4,347				—				—				—				—				4,347
Exchange of NRS shares for IDT DSUs			—				—				380				—				—				—				(380	)			—
Other comprehensive income			—				—				—				—				2,112				—				—				2,112
Net income			—				—				—				—				—				20,948				1,665				22,613
BALANCE AT JANUARY 31, 2026		$	33			$	285			$	315,053			$	(158,892	)		$	(14,156	)		$	197,416			$	16,611			$	356,350

 

		Six Months Ended January 31, 2026 (in thousands)
		IDT Corporation Stockholders
		Class A Common Stock				Class B Common Stock				Additional Paid-In Capital				Treasury Stock				Accumulated Other Comprehensive Loss				Retained Earnings				Noncontrolling Interests				Total Equity
BALANCE AT JULY 31, 2025		$	33			$	285			$	308,111			$	(143,853	)		$	(16,569	)		$	157,124			$	13,826			$	318,957
Dividends declared ($0.12 per share)			—				—				—				—				—				(3,018	)			—				(3,018	)
Repurchases of Class B common stock through repurchase program			—				—				—				(15,039	)			—				—				—				(15,039	)
Stock options exercised			—				—				200				—				—				—				—				200
Stock-based compensation			—				—				6,362				—				—				—				—				6,362
Distributions to noncontrolling interests			—				—				—				—				—				—				(50	)			(50	)
Exchange of NRS shares for IDT DSUs			—				—				380				—				—				—				(380	)			—
Other comprehensive income			—				—				—				—				2,413				—				—				2,413
Net income			—				—				—				—				—				43,310				3,215				46,525
BALANCE AT JANUARY 31, 2026		$	33			$	285			$	315,053			$	(158,892	)		$	(14,156	)		$	197,416			$	16,611			$	356,350

 

 

IDT CORPORATION

 

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY—Continued

(Unaudited)

 

		Three Months Ended January 31, 2025 (in thousands)
		IDT Corporation Stockholders
		Class A Common Stock				Class B Common Stock				Additional Paid-In Capital				Treasury Stock				Accumulated Other Comprehensive Loss				Retained Earnings				Noncontrolling Interests				Total Equity
BALANCE AT OCTOBER 31, 2024		$	33			$	282			$	305,918			$	(128,512	)		$	(19,709	)		$	102,568			$	10,568			$	271,148
Dividends declared ($0.05 per share)			—				—				—				—				—				(1,264	)			—				(1,264	)
Repurchases of Class B common stock through repurchase program			—				—				—				(8,534	)			—				—				—				(8,534	)
Restricted Class B common stock withheld for employee taxes			—				—				—				(429	)			—				—				—				(429	)
Stock-based compensation			—				—				863				—				—				—				—				863
Distributions to noncontrolling interests			—				—				—				—				—				—				(50	)			(50	)
Other comprehensive income			—				—				—				—				110				—				—				110
Net income			—				—				—				—				—				20,269				1,755				22,024
BALANCE AT JANUARY 31, 2025		$	33			$	282			$	306,781			$	(137,475	)		$	(19,599	)		$	121,573			$	12,273			$	283,868

 

		Six Months Ended January 31, 2025 (in thousands)
		IDT Corporation Stockholders
		Class A Common Stock				Class B Common Stock				Additional Paid-In Capital				Treasury Stock				Accumulated Other Comprehensive Loss				Retained Earnings				Noncontrolling Interests				Total Equity
BALANCE AT JULY 31, 2024		$	33			$	282			$	303,510			$	(126,080	)		$	(18,142	)		$	86,580			$	9,472			$	255,655
BALANCE		$	33			$	282			$	303,510			$	(126,080	)		$	(18,142	)		$	86,580			$	9,472			$	255,655
Dividends declared ($0.10 per share)			—				—				—				—				—				(2,524	)			—				(2,524	)
Dividends declared			—				—				—				—				—				(2,524	)			—				(2,524	)
Repurchases of Class B common stock through repurchase program			—				—				—				(9,873	)			—				—				—				(9,873	)
Restricted Class B common stock withheld for employee taxes			—				—				—				(1,522	)			—				—				—				(1,522	)
Stock issued to an executive officer for bonus payment			—				—				1,824				—				—				—				—				1,824
Stock-based compensation			—				—				1,447				—				—				—				—				1,447
Distributions to noncontrolling interests			—				—				—				—				—				—				(50	)			(50	)
Other comprehensive loss			—				—				—				—				(1,457	)			—				—				(1,457	)
Net income			—				—				—				—				—				37,517				2,851				40,368
BALANCE AT JANUARY 31, 2025		$	33			$	282			$	306,781			$	(137,475	)		$	(19,599	)		$	121,573			$	12,273			$	283,868
BALANCE		$	33			$	282			$	306,781			$	(137,475	)		$	(19,599	)		$	121,573			$	12,273			$	283,868

 

See accompanying notes to condensed consolidated financial statements.

 

 

IDT CORPORATION

 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

 

		2026				2025
		Six Months Ended January 31,
		2026				2025
		(in thousands)
Operating activities
Net income		$	46,920			$	40,695
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			10,698				10,490
Deferred income taxes			85				12,674
Provision for credit losses and reserve for settlement assets			2,372				2,472
Stock-based compensation			6,361				1,774
Other			1,971				1,077
Changes in assets and liabilities:
Trade accounts receivable			761				(4,271	)
Prepaid expenses, other current assets, and other assets			961				311
Settlement assets and disbursement prefunding			(50,261	)			(47,262	)
Trade accounts payable, accrued expenses, settlement liabilities, other current liabilities, and other liabilities			68				(11,844	)
Customer funds deposits			9,587				15,701
Deferred revenue			(1,343	)			(1,500	)
Net cash provided by operating activities			28,180				20,317
Investing activities
Capital expenditures			(11,969	)			(10,100	)
Purchase of equity investments			(500	)			—
Purchase of convertible preferred stock in equity method investment			—				(673	)
Purchases of debt and equity securities			(26,319	)			(15,997	)
Proceeds from maturities and sales of debt and equity securities			17,354				16,751
Net cash used in investing activities			(21,434	)			(10,019	)
Financing activities
Dividends paid			(3,018	)			(2,524	)
Distributions to noncontrolling interests			(50	)			(50	)
Proceeds from borrowings under revolving credit facility			15,987				24,534
Repayment of borrowings under revolving credit facility			(15,987	)			(24,534	)
Proceeds from borrowings			125				—
Repayment of borrowings			(100	)			—
Proceeds from exercise of stock options			200				—
Repurchases of Class B common stock			(15,039	)			(11,395	)
Net cash used in financing activities			(17,882	)			(13,969	)
Effect of exchange rate changes on cash, cash equivalents, and restricted cash and cash equivalents			6,232				(4,079	)
Net decrease in cash, cash equivalents, and restricted cash and cash equivalents			(4,904	)			(7,750	)
Cash, cash equivalents, and restricted cash and cash equivalents at beginning of period			341,832				255,456
Cash, cash equivalents, and restricted cash and cash equivalents at end of period		$	336,928			$	247,706
Supplemental Cash Flow Information
Cash paid during the period for:
Income taxes		$	7,000			$	—
Non-Cash Financing Activities
Shares of the Company’s Class B common stock issued to an executive officer for bonus payment		$	—			$	1,824
Value of the Company’s DSUs exchanged for National Retail Solutions shares		$	3,547			$	—

 

See accompanying notes to condensed consolidated financial statements.

 

 

IDT CORPORATION

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

Note 1—Basis of Presentation

 

The accompanying unaudited condensed consolidated financial statements of IDT Corporation and its subsidiaries (the “Company” or “IDT”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and six months ended January 31, 2026 are not necessarily indicative of the results that may be expected for the fiscal year ending July 31, 2026. The balance sheet at July 31, 2025 has been derived from the Company’s audited financial statements at that date but does not include all of the information and notes required by U.S. GAAP for complete financial statements. For further information, please refer to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended July 31, 2025 (the “2025 Form 10-K”), as filed with the U.S. Securities and Exchange Commission (the “SEC”).

 

The Company’s fiscal year ends on July 31 of each calendar year. Each reference below to a fiscal year refers to the fiscal year ending in the calendar year indicated (e.g., fiscal 2026 refers to the fiscal year ending July 31, 2026).

 

As of January 31, 2026, the Company owned 94.0% of the outstanding shares of its subsidiary, net2phone 2.0, Inc. (“net2phone 2.0”), which owns and operates the net2phone segment, and 82.3% of the outstanding shares of National Retail Solutions (“NRS”). On a fully diluted basis assuming all the vesting criteria related to various rights granted have been met, the Company would own 90.0% of the equity of net2phone 2.0 and 80.2% of the equity of NRS.

 

Reclassifications

 

During the six months ended January 31, 2026, the Company reclassified certain prepaid expenses to trade accounts receivable. Accordingly, in the condensed consolidated balance sheet at July 31, 2025, $2.1 million previously reported within “Prepaid expenses” was reclassified to “Trade accounts receivable,” and in the condensed consolidated statements of cash flows for the six months ended January 31, 2025, $0.7 million of cash reported within “Prepaid expenses, other current assets, and other assets” was reclassified to “Trade accounts receivable”.

 

During the six months ended January 31, 2026, the Company reclassified in the condensed consolidated statement of cash flows settlement assets and prefunding disbursements, which were previously included together with Prepaid expenses, other current assets, and other assets. In the condensed consolidated statements of cash flows for the six months ended January 31, 2025, cash provided by “Settlement assets and disbursement prefunding” of $47.3 million, was reclassified to be presented as a separate line item.

 

Recently Adopted Accounting Standard

 

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-09, Income Taxes (Topic 740), Improvements to Income Tax Disclosures, which enhances income tax disclosures primarily related to the rate reconciliation and income taxes paid information. This guidance also includes certain other amendments to improve the effectiveness of income tax disclosures.

 

The adoption of this update will be applied on a prospective basis and will require the Company to expand its income tax disclosures beginning with its Annual Report on Form 10-K for fiscal year ending July 31, 2026, which includes further disaggregation of the income tax expense into federal, state, and foreign categories, enhanced detail in the effective tax rate reconciliation, and disclosure of income taxes paid by significant jurisdictions.

 

In July 2025, the FASB issued ASU 2025-05 – Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets for Private Companies and Certain Not-for-Profit Entities (PCC), which amends ASC 326-20 to provide a practical expedient related to the estimation of expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under ASC 606. The amendments are effective for annual and interim reporting periods beginning on August 1, 2026. The practical expedient in ASU 2025-05 allows the Company to simplify estimating expected credit losses for current accounts receivable and contract assets by assuming that current conditions as of the balance sheet date will not change over the asset’s remaining life. This aims to reduce the complexity and cost of developing forecasts for these assets under the CECL model for ASC 606-related transactions. This amendment does not have an impact on the Company’s current estimation process. The Company early adopted this practical expedient during the six months ended January 31, 2026. The adoption did not have a material impact on the Company’s condensed consolidated financial statements.

 

9

 

 

Note 2—Business Segment Information

 

The Company has four reportable business segments, NRS, Fintech, net2phone, and Traditional Communications.

 

The NRS segment is an operator of a nationwide point-of-sale (“POS”) network providing independent retailers with POS equipment, store management software, electronic payment processing, and other ancillary merchant services. NRS’ POS platform provides marketers with digital out-of-home advertising and transaction data.

 

The Fintech segment is comprised of: (i) BOSS Money, a provider of international money remittance and related value/payment transfer services; (ii) other, significantly smaller, financial services businesses, including a variable interest entity (“VIE”) that processes disbursement payments (the “Disbursement Payments VIE”), (iii) IDT Financial Services Limited (“IDT Financial Services”), a Gibraltar-based bank and (iv) IDT Services Limited (“IDTS”), a Malta-based electronic money institution.

 

The net2phone segment is an AI powered business communications solutions provider focused on optimizing customer interactions, with a focus on small enterprise and mid-market customers across North and South America. net2phone’s key offerings include: UNITE - an AI-powered communications platform; uContact – an omnichannel contact center platform; AI Agent – an agentic AI service that automates customer interactions; and Coach AI – a provider of real-time agent guidance and conversational intelligence.

 

The Traditional Communications segment includes: (i) IDT Digital Payments, which enables customers to transfer airtime and bundles of airtime, messaging, and data to international and domestic mobile accounts: (ii) BOSS Revolution, an international long-distance calling service marketed primarily to immigrant communities in the United States and Canada; and (iii) IDT Global, a wholesale provider of international voice and SMS termination and outsourced traffic management solutions to telecoms worldwide. Traditional Communications also includes other small businesses and offerings including early-stage business initiatives and mature businesses in harvest mode.

 

The Company’s reportable segments are distinguished by types of service, customers, and methods used to provide their services. The operating results of these business segments are regularly reviewed by the Company’s chief operating decision maker (“CODM”), which is a group of the Company’s executives that includes the Chairman of the Board of Directors, Chief Executive Officer, Chief Operating Officer, and Chief Financial Officer. The Company’s CODM uses actual and budgeted income (loss) from operations to evaluate the performance of the business segments and allocate resources, including capital allocations, primarily by monitoring actual results compared to prior periods and expected results. The accounting policies of the segments are the same as the accounting policies of the Company as a whole. There are no significant asymmetrical allocations to segments. The Company evaluates the performance of its business segments based primarily on income (loss) from operations.

 

Corporate costs mainly include compensation, consulting fees, treasury, tax and accounting services, human resources, corporate purchasing, corporate governance including Board of Directors’ fees, internal and external audit, investor relations, corporate insurance, corporate legal, and other corporate-related general and administrative expenses. Corporate does not generate any revenues, nor does it incur any direct cost of revenues.

 

Operating results for the business segments of the Company are included in the tables below. The significant expense categories align with the segment-level information that is regularly provided to the CODM. The significant expense categories include depreciation and amortization. Other segment items, which is the difference between segment revenues less the segment expenses disclosed and segment income (loss) from operations, includes severance expense and other operating expense, net. The reconciliation of the total income (loss) from operations to income before income taxes is reflected in the condensed consolidated statements of income.

 

10

 

 

Operating results for the business segments of the Company were as follows:

 Schedule of Operating Results of Business Segments

(in thousands)		National Retail Solutions				Fintech				net2phone				Traditional Communications				Corporate				Total
Three Months Ended January 31, 2026
Revenues		$	39,338			$	41,185			$	23,895			$	216,098			$	—			$	320,516
Direct cost of revenues			(3,056	)			(16,225	)			(4,605	)			(175,353	)			—				(199,239	)
Selling, general and administrative expense			(23,507	)			(18,214	)			(13,949	)			(20,343	)			(2,833	)			(78,846	)
Technology and development expense			(2,548	)			(2,667	)			(3,074	)			(5,833	)			(1	)			(14,123	)
Other segment items			(12	)			—				(102	)			(285	)			(664	)			(1,063	)
Income (loss) from operations		$	10,215			$	4,079			$	2,165			$	14,284			$	(3,498	)		$	27,245
Depreciation and amortization		$	1,187			$	759			$	1,670			$	1,776			$	1			$	5,393
Capital expenditures		$	1,714			$	1,052			$	1,739			$	1,643			$	—			$	6,148
Three Months Ended January 31, 2025
Revenues		$	32,976			$	36,839			$	21,488			$	212,046			$	—			$	303,349
Direct cost of revenues			(2,708	)			(15,140	)			(4,475	)			(168,916	)			—				(191,239	)
Selling, general and administrative expense			(18,990	)			(16,291	)			(12,951	)			(19,440	)			(3,049	)			(70,721	)
Technology and development expense			(2,151	)			(2,309	)			(2,770	)			(5,357	)			(25	)			(12,612	)
Other segment items			—				(2	)			(188	)			(264	)			(6	)			(460	)
Income (loss) from operations		$	9,127			$	3,097			$	1,104			$	18,069			$	(3,080	)		$	28,317
Depreciation and amortization		$	995			$	758			$	1,575			$	1,905			$	16			$	5,249
Capital expenditures		$	934			$	820			$	1,824			$	1,245			$	—			$	4,823

 

(in thousands)		National Retail Solutions				Fintech				net2phone				Traditional Communications				Corporate				Total
Six Months Ended January 31, 2026
Revenues		$	76,421			$	83,914			$	47,349			$	435,584			$	—			$	643,268
Direct cost of revenues			(6,677	)			(33,418	)			(9,323	)			(354,394	)			—				(403,812	)
Selling, general and administrative expense			(45,372	)			(34,877	)			(27,699	)			(39,379	)			(5,526	)			(152,853	)
Technology and development expense			(5,203	)			(5,143	)			(6,105	)			(11,302	)			(1	)			(27,754	)
Other segment items			(45	)			(11	)			(116	)			(380	)			(126	)			(678	)
Income (loss) from operations		$	19,124			$	10,465			$	4,106			$	30,129			$	(5,653	)		$	58,171
Depreciation and amortization		$	2,235			$	1,502			$	3,317			$	3,551			$	3			$	10,698
Capital expenditures		$	3,342			$	1,867			$	3,516			$	3,204			$	40			$	11,969
Six Months Ended January 31, 2025
Revenues		$	63,338			$	73,909			$	43,108			$	432,560			$	—			$	612,915
Direct cost of revenues			(5,433	)			(30,643	)			(9,019	)			(348,083	)			—				(393,178	)
Selling, general and administrative expense			(38,007	)			(32,346	)			(26,094	)			(39,417	)			(5,908	)			(141,772	)
Technology and development expense			(4,150	)			(4,587	)			(5,723	)			(10,865	)			(47	)			(25,372	)
Other segment items			(8	)			—				(169	)			(455	)			(5	)			(637	)
Income (loss) from operations		$	15,740			$	6,333			$	2,103			$	33,740			$	(5,960	)		$	51,956
Depreciation and amortization		$	1,955			$	1,492			$	3,133			$	3,877			$	33			$	10,490
Capital expenditures		$	2,167			$	1,880			$	3,445			$	2,608			$	—			$	10,100

 

Note 3—Revenue Recognition

 

The Company earns revenue from contracts with customers primarily through the provision of retail telecommunications and payment offerings, as well as wholesale international voice and SMS termination services. NRS and net2phone are technology-driven, synergistic businesses that leverage the Company’s core assets. NRS generates revenue primarily from point-of-sale terminal sales, payment processing, software subscriptions, advertising, and data services, which are generally recognized at a point in time when control of the goods or services transfers, except for subscription services that are recognized over time. net2phone earns revenue primarily from cloud-based communications, unified communications as a service (“UCaaS”), and contact center as a service (“CCaaS”) solution, which are recognized over time as services are provided. BOSS Money and IDT Digital Payments revenues are recognized at a point in time when transactions are completed. Traditional Communications offerings consist primarily of minute-based, paid-voice services, with revenue recognized at a point in time as usage occurs.

 

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Disaggregated Revenues

 

The following table shows the Company’s revenues disaggregated by business segment and service offered to customers:

 

Schedule of Revenues Disaggregated by Business Segment and Service Offered to Customers

		2026				2025				2026				2025
		Three Months Ended January 31,								Six Months Ended January 31,
		2026				2025				2026				2025
		(in thousands)
National Retail Solutions		$	39,338			$	32,976			$	76,421			$	63,338
BOSS Money			36,264				33,505				74,559				67,198
Other			4,921				3,334				9,355				6,711
Total Fintech			41,185				36,839				83,914				73,909
net2phone			23,895				21,488				47,349				43,108
IDT Digital Payments			104,358				101,594				211,439				206,712
BOSS Revolution			45,738				53,307				92,721				110,150
IDT Global			60,210				51,281				119,783				103,657
Other			5,792				5,864				11,641				12,041
Total Traditional Communications			216,098				212,046				435,584				432,560
Total		$	320,516			$	303,349			$	643,268			$	612,915
Revenues		$	320,516			$	303,349			$	643,268			$	612,915

 

The following table shows the Company’s revenues disaggregated by geographic region, which is determined based on selling location:

 

Schedule of Revenues Disaggregated by Geographic Region

(in thousands)		National Retail Solutions				Fintech				net2phone				Traditional Communications				Total
Three Months Ended January 31, 2026
United States		$	39,338			$	39,682			$	13,728			$	156,779			$	249,527
Outside the United States:
United Kingdom			—				—				—				44,808				44,808
Other			—				1,503				10,167				14,511				26,181
Total outside the United States			—				1,503				10,167				59,319				70,989
Total		$	39,338			$	41,185			$	23,895			$	216,098			$	320,516

 

(in thousands)		National Retail Solutions				Fintech				net2phone				Traditional Communications				Total
Three Months Ended January 31, 2025
United States		$	32,976			$	35,620			$	12,483			$	158,953			$	240,032
Outside the United States:
United Kingdom			—				—				—				45,789				45,789
Other			—				1,219				9,005				7,304				17,528
Total outside the United States			—				1,219				9,005				53,093				63,317
Total		$	32,976			$	36,839			$	21,488			$	212,046			$	303,349

 

(in thousands)		National Retail Solutions				Fintech				net2phone				Traditional Communications				Total
Six Months Ended January 31, 2026
United States		$	76,421			$	80,767			$	27,285			$	318,594			$	503,067
Outside the United States:
United Kingdom			—				—				—				88,882				88,882
Other			—				3,147				20,064				28,108				51,319
Total outside the United States			—				3,147				20,064				116,990				140,201
Total		$	76,421			$	83,914			$	47,349			$	435,584			$	643,268

 

12

 

 

(in thousands)		National Retail Solutions				Fintech				net2phone				Traditional Communications				Total
Six Months Ended January 31, 2025
United States		$	63,338			$	71,509			$	24,776			$	324,174			$	483,797
Outside the United States:
United Kingdom			—				—				—				93,746				93,746
Other			—				2,400				18,332				14,640				35,372
Total outside the United States			—				2,400				18,332				108,386				129,118
Total		$	63,338			$	73,909			$	43,108			$	432,560			$	612,915

 

Remaining Performance Obligations

 

The following table includes revenue by business segment expected to be recognized in the future from performance obligations that were unsatisfied or partially unsatisfied as of January 31, 2026. The table excludes contracts that had an original expected duration of one year or less.

 

Schedule of Estimated Revenue by Business Segment

(in thousands)		National Retail Solutions				net2phone				Total
Twelve-month period ending January 31:
20271		$	8,611			$	43,027			$	51,638
20281			6,322				23,799				30,121
Thereafter0			4,129				8,464				12,593
Total0		$	19,062			$	75,290			$	94,352

 

Accounts Receivable and Contract Balances

 

The timing of revenue recognition may differ from the time of billing to the Company’s customers. Trade accounts receivable in the Company’s condensed consolidated balance sheets represent unconditional rights to consideration. The Company would record a contract asset when revenue is recognized in advance of its right to bill and receive consideration. The Company has not currently identified any contract assets.

 

Contract liabilities arise when the Company receives consideration or bills its customers prior to providing the goods or services promised in the contract. The Company’s contract liability balance is primarily payments received for prepaid BOSS Revolution. Contract liabilities are recognized as revenue when services are provided to the customer. The contract liability balances are presented in the Company’s condensed consolidated balance sheets as “Deferred revenue”.

 

The following table presents revenue recognized during the period from amounts included in the Company’s contract liability balance at the beginning of the period:

 

Schedule of Information About Contract Liabilities

		2026				2025				2026				2025
		Three Months Ended January 31,								Six Months Ended January 31,
		2026				2025				2026				2025
		(in thousands)
Revenue recognized		$	11,378			$	12,936			$	13,294			$	17,123

 

Receivables and contract balances from contracts with customers during the six months ended January 31, 2026 and 2025 were as follows:

 Schedule of Receivables Contract from Customer 

(in thousands)		Account Receivables, net								Deferred Revenue
		2026				2025				2026				2025
Beginning of period		$	44,932			$	42,215			$	27,726			$	30,364
End of period		$	42,717			$	45,127			$	27,022			$	28,384

 

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Deferred Customer Contract Acquisition and Fulfillment Costs

 

The Company recognizes as an asset its incremental costs of obtaining a contract with a customer that it expects to recover. The Company’s incremental costs of obtaining a contract with a customer are sales commissions paid to employees and third parties on sales to end users. If the amortization period were one year or less for the asset that would be recognized from deferring these costs, the Company applies the practical expedient whereby the Company charges these costs to expense when incurred.

 

The Company’s costs to fulfill its contracts do not meet the criteria to be recognized as an asset, therefore these costs are charged to expense as incurred.

 

The Company’s deferred customer contract acquisition costs were as follows:

 

Schedule of Deferred Customer Contract Acquisition Costs

		January 31, 2026				July 31, 2025
		(in thousands)
Deferred customer contract acquisition costs included in “Other current assets”		$	7,027			$	6,547
Deferred customer contract acquisition costs included in “Other assets”			4,869				4,789
Total		$	11,896			$	11,336

 

The Company’s amortization of deferred customer contract acquisition costs during the periods were as follows:

 

Schedule of Amortization of Deferred Customer Contract Acquisition Costs

		2026				2025				2026				2025
		Three Months Ended January 31,								Six Months Ended January 31,
		2026				2025				2026				2025
		(in thousands)
Amortization of deferred customer contract acquisition costs		$	1,377			$	1,435			$	2,772			$	2,933

 

Note 4—Leases

 

The Company’s leases primarily consist of operating leases for office space. These leases have remaining terms from less than one year to approximately five years. Certain of these leases contain renewal options that may be exercised and/or options to terminate the lease. The Company has concluded that it is not reasonably certain that it would exercise any of these options.

 

Supplemental disclosures related to the Company’s operating leases were as follows:

 

Schedule of Supplemental Disclosures Related to the Company’s Operating Leases

		2026				2025				2026				2025
		Three Months Ended January 31,								Six Months Ended January 31,
		2026				2025				2026				2025
		(in thousands)
Operating lease cost		$	546			$	590			$	1,080			$	1,191
Short-term lease cost			230				249				231				506
Total lease cost		$	776			$	839			$	1,311			$	1,697
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases		$	249			$	613			$	514			$	1,227
Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases		$	249			$	613			$	514			$	1,227

 

Schedule of Supplemental Disclosure Related Weighted Average Operating Lease

 

		January 31, 2026				July 31, 2025
Weighted-average remaining lease term-operating leases			2.4 years				2.7 years
Weighted-average discount rate-operating leases			5.7	%			5.2	%

 

In the six months ended January 31, 2026 and 2025, the Company obtained right-of-use assets of $0.1 million and $0.4 million, respectively, in exchange for new operating lease liabilities.

 

The Company’s aggregate operating lease liability was as follows:

Schedule of Aggregate Operating Lease Liability 

		January 31, 2026				July 31, 2025
		(in thousands)
Operating lease liabilities included in “Other current liabilities”		$	881			$	842
Operating lease liabilities included in noncurrent liabilities			753				1,103
Total		$	1,634			$	1,945

 

14

 

 

Future minimum maturities of operating lease liabilities were as follows:

 

Schedule of Future Minimum Maturities of Operating Lease Liabilities

(in thousands)
Twelve-month period ending January 31,:
2027		$	909
2028			490
2029			197
2030			164
2031			—
Thereafter			—
Total lease payments			1,760
Less imputed interest			(126	)
Total operating lease liabilities		$	1,634

 

Note 5—Cash, Cash Equivalents, and Restricted Cash and Cash Equivalents

 

The following table provides a reconciliation of cash, cash equivalents, and restricted cash and cash equivalents reported in the condensed consolidated balance sheets that equal the total of the same amounts reported in the condensed consolidated statements of cash flows:

 

Schedule of Cash, Cash Equivalents, and Restricted Cash and Cash Equivalents

		January 31, 2026				July 31, 2025
		(in thousands)
Cash and cash equivalents		$	210,183			$	226,505
Restricted cash and cash equivalents			126,745				115,327
Total cash, cash equivalents, and restricted cash and cash equivalents		$	336,928			$	341,832

 

Restricted cash and cash equivalents included the following:

Schedule of Restricted Cash And Cash Equivalents 

		January 31, 2026				July 31, 2025
		(in thousands)
IDT Financial Services (Gibraltar)		$	111,420			$	104,161
Disbursement payments VIE			15,145				11,000
Other			180				166
Total restricted cash and cash equivalents		$	126,745			$	115,327

 

Certain of the electronic money financial services regulations in Gibraltar require IDT Financial Services to safeguard cash held for customer deposits, segregate cash held for customer deposits from any other cash that IDT Financial Services holds and utilize the cash only for the intended payment transaction. In addition, the VIE is contractually required to use customer funds only for the customers’ pending money disbursements. IDTS is subject to similar regulatory obligations under the Maltese financial services regulations, which also mandate the safeguard of electronic money, the segregation of the cash held for customer deposits from any other cash that IDTS holds and utilize the cash only for the intended payment transaction. In addition, the Disbursement Payments VIE is contractually required to use customer funds only for the customers’ pending money disbursements.

 

15

 

 

Note 6—Debt Securities

 

The following is a summary of available-for-sale debt securities:

 

Schedule of Available-for-sale Securities

		Amortized Cost				Gross Unrealized Gains				Gross Unrealized Losses				Fair Value
		(in thousands)
January 31, 2026:
U.S. Treasury bills and notes		$	16,369			$	1			$	(14	)		$	16,356
Government sponsored enterprise notes			6,259				1				—				6,260
Corporate bonds			3,119				5				(133	)			2,991
Total		$	25,747			$	7			$	(147	)		$	25,607
July 31, 2025:
U.S. Treasury bills and notes		$	12,953			$	—			$	(27	)		$	12,926
Government sponsored enterprise notes			5,554				—				(4	)			5,550
Corporate bonds			3,367				2				(196	)			3,173
Total		$	21,874			$	2			$	(227	)		$	21,649

 

The gross unrealized losses in the table above are recorded in “Accumulated other comprehensive loss” in the condensed consolidated balance sheets. As of January 31, 2026, the Company determined that the unrealized losses were due to changes in interest rates or market liquidity and were not due to credit losses. In addition, as of January 31, 2026 and July 31, 2025, the Company did not intend to sell any of the securities with unrealized losses, and it is not more likely than not that the Company will be required to sell any of these securities before recovery of the unrealized losses, which may be at maturity.

 

Proceeds from maturities and sales of debt securities and redemptions of equity investments were $17.4 million and $16.8 million in the six months ended January 31, 2026 and 2025, respectively. There were no realized gains or realized losses from sales of debt securities in the six months ended January 31, 2026 and 2025.

 

The contractual maturities of the Company’s available-for-sale debt securities at January 31, 2026 were as follows:

 

Schedule of Contractual Maturities of Available-for-sale Debt Securities

		Fair Value
		(in thousands)
Within one year		$	23,108
After one year through five years			2,177
After five years through ten years			312
After ten years			10
Total		$	25,607

 

The following table includes the fair value of the Company’s available-for-sale debt securities that were in an unrealized loss position:

 Schedule of Available-for-sale Securities, Unrealized Loss Position

		Unrealized Losses				Fair Value
		(in thousands)
January 31, 2026:
U.S. Treasury bills and notes		$	14			$	16,356
Government sponsored enterprise notes			—				6,259
Corporate bonds			133				2,992
Total		$	147			$	25,607
July 31, 2025:
U.S. Treasury bills and notes		$	27			$	12,926
Government sponsored enterprise notes			4				5,550
Corporate bonds			196				2,976
Total		$	227			$	21,452

 

The following available-for-sale debt securities included in the table above were in a continuous unrealized loss position for 12 months or longer:

 

Schedule of Continuous Unrealized Loss Position for 12 Months or Longer

		Unrealized Losses				Fair Value
		(in thousands)
January 31, 2026:
U.S. Treasury bills and notes		$	11			$	335
Corporate bonds			132				2,668
Total		$	143			$	3,003
July 31, 2025:
U.S. Treasury bills and notes		$	19			$	329
Corporate bonds			195				2,967
Total		$	214			$	3,296

 

16

 

 

Note 7—Equity Investments

 

Equity investments consist of the following:

 Schedule of Equity Investments

		January 31, 2026				July 31, 2025
		(in thousands)
Zedge, Inc. Class B common stock, 42,282 shares at January 31, 2026 and July 31, 2025		$	131			$	170
Rafael Holdings, Inc. Class B common stock, 446,932 shares at January 31, 2026 and July 31, 2025			518				755
Other marketable equity securities			5,024				146
Fixed income mutual funds			4,715				4,566
Current equity investments		$	10,388			$	5,637
Visa Inc. Series C Convertible Participating Preferred Stock (“Visa Series C Preferred”)		$	338			$	902
Convertible preferred stock—equity method investment			1				—
Hedge funds			3,116				3,031
Other			1,724				2,725
Noncurrent equity investments		$	5,179			$	6,658

 

Howard Jonas, the Chairman of the Company and the Chairman of the Company’s Board of Directors is also the Vice-Chairman of the Board of Directors of Zedge, Inc. (“Zedge”) and the Chairman of the Board of Directors, Executive Chairman, Chief Executive Officer and President of Rafael Holdings, Inc. (“Rafael”).

 

In June 2025, pursuant to a Rafael rights offering, the Company purchased 168,122 shares of Rafael Class B common stock for an aggregate of $0.2 million.

 

In June 2016, upon the acquisition of Visa Europe Limited by Visa, Inc. (“Visa”), IDT Financial Services received 1,830 shares of Visa Series C Preferred among other consideration. In July 2024, in connection with Visa’s mandatory release assessment, the Company received 33 shares of Visa’s Series A Preferred. In August 2024, the 33 shares of Visa Series A Preferred were converted into 3,300 shares of Visa Class A common stock, which the Company sold for $0.9 million.

 

The changes in the carrying value of the Company’s equity investments without readily determinable fair values for which the Company elected the measurement alternative was as follows:

 Schedule of Carrying Value of Equity Investments

		Three Months Ended January 31,								Six Months Ended January 31,
		2026				2025				2026				2025
		(in thousands)
Balance, beginning of period		$	650			$	1,027			$	1,171			$	964
Adjustment for observable transactions involving a similar investment from the same issuer			(45	)			134				(566	)			197
Upward adjustment			—				—				—				—
Purchase			500				—				500				—
Redemption			—				—				—				—
Impairments			—				—				—				—
Balance, end of the period		$	1,105			$	1,161			$	1,105			$	1,161

 

17

 

 

The Company adjusted the carrying value of the shares of Visa Series C Preferred it held based on the fair value of Visa Class A common stock, including a discount for lack of current marketability, which is classified as “Adjustment for observable transactions involving a similar investment from the same issuer” in the table above. The Certificate of Designation with respect to the shares of Visa Series C Preferred restricts the transferability of the shares, there is no public market for the shares, and none is expected to develop. The shares become fully convertible into shares of Visa Class A common stock in June 2028.

 

In January 2026, the Company acquired an equity interest in a privately-owned Israeli company, for total consideration of $1.0 million, consisting of $500,000 paid at closing and an additional $500,000 payable upon the successful launch of the investee’s mobile application. The investment is accounted for under the measurement alternative in accordance with ASC 321 Investments—Equity Securities, because the investment does not have a readily determinable fair value and the Company does not have significant influence over the investee. 

 

Unrealized (losses) gains for all equity investments measured at fair value included the following:

 Schedule of Unrealized Gains (losses) Gains for All Equity Investments

		Three Months Ended January 31,								Six Months Ended January 31,
		2026				2025				2026				2025
		(in thousands)
Net (losses) gains recognized during the period on equity investments		$	(180	)		$	396			$	(437	)		$	774
Less: net gains recognized during the period on equity investments sold during the period			—				—				—				—
Unrealized (losses) gains recognized during the period on equity investments still held at the reporting date		$	(180	)		$	396			$	(437	)		$	774

 

The unrealized (losses) gains and for all equity investments measured at fair value in the table above included the following:

 

		Three Months Ended January 31,								Six Months Ended January 31,
		2026				2025				2026				2025
		(in thousands)
Unrealized (losses) gains recognized during the period on equity investments:
Rafael Class B common stock		$	(90	)		$	58			$	(237	)		$	158
Zedge Class B common stock		$	25			$	(15	)		$	(38	)		$	(38	)
Equity securities unrealized gain loss		$	25			$	(15	)		$	(38	)		$	(38	)

 

Equity Method Investment

 

The Company has an investment in shares of convertible preferred stock of MarketSpark, Inc., a communications company (“MarketSpark”). As of both January 31, 2026 and July 31, 2025, the Company’s ownership was 33.4% of MarketSpark’s outstanding shares on an as converted basis. The Company accounts for this investment using the equity method since the Company can exercise significant influence over the operating and financial policies of MarketSpark but does not have a controlling interest.

 

The Company determined that on the dates of the acquisitions of MarketSpark’s shares, there were differences between its investment in MarketSpark and its proportional interest in the equity of MarketSpark of an aggregate of $8.2 million, which represented the share of MarketSpark’s customer list on the dates of the acquisitions attributed to the Company’s interest in MarketSpark. These basis differences are being amortized over the 6-year estimated life of the customer list. In the accompanying condensed consolidated statements of income, amortization of equity method basis difference is included in the equity in the net loss of investee, which is recorded in “Other income (expense), net” (see Note 17).

 

The following table summarizes the change in the balance of the Company’s equity method investment:

 

Summary of Changes in Equity Method Investments

		Three Months Ended January 31,								Six Months Ended January 31,
		2026				2025				2026				2025
		(in thousands)
Balance, beginning of period		$	(804	)		$	1,231			$	(397	)		$	1,338
Purchase of convertible preferred stock			—				—				—				673
Equity in the net loss of investee			(81	)			(137	)			(145	)			(574	)
Amortization of equity method basis difference			(341	)			(342	)			(684	)			(685	)
Balance, end of the period		$	(1,226	)		$	752			$	(1,226	)		$	752

 

18

 

 

In February 2025, the Company entered into a loan agreement with MarketSpark to provide a revolving credit facility with an aggregate principal amount of up to $2.0 million. Borrowings under the facility bear interest at 12% per annum payable semiannually, and are due and payable in February 2027. In February 2025, the Company loaned MarketSpark $0.5 million under the revolving credit facility. In May 2025, June 2025 and July 2025, the Company loaned MarketSpark an additional aggregate amount of $1.4 million. As of January 31, 2026, $1.9 million of principal was outstanding under the revolving credit facility.

 

Because the Company has committed to provide up to $2.0 million in funding to MarketSpark under the revolving credit facility described above, the Company continues to recognize its share of MarketSpark’s losses even after the carrying value of its investment has been reduced to zero, up to the amount of its funding commitment.

 

Note 8—Fair Value Measurements

 

The following table presents the balance of assets and liabilities measured at fair value on a recurring basis:

 Schedule of Balance of Assets Measured at Fair Value on a Recurring Basis

		Level 1 (1)				Level 2 (2)				Level 3 (3)				Total
		(in thousands)
January 31, 2026
Debt securities		$	16,356			$	9,251			$	—			$	25,607
Equity investments included in current assets			10,388				—				—				10,388
Equity investments included in noncurrent assets			—				—				338				338
Total		$	26,744			$	9,251			$	338			$	36,333
Acquisition consideration included in:
Other current liabilities		$	—			$	—			$	(343	)		$	(343	)
Other noncurrent liabilities			—				—				(267	)			(267	)
Total		$	—			$	—			$	(610	)		$	(610	)
July 31, 2025
Debt securities		$	12,926			$	8,723			$	—			$	21,649
Equity investments included in current assets			5,637				—				—				5,637
Equity investments included in noncurrent assets			—				2,500				902				3,402
Total		$	18,563			$	11,223			$	902			$	30,688
Acquisition consideration included in:
Other current liabilities		$	—			$	—			$	—			$	—
Other noncurrent liabilities			—				—				(610	)			(610	)
Total		$	—			$	—			$	(610	)		$	(610	)

 

(1)

– quoted prices in active markets for identical assets or liabilities

(2)

– observable inputs other than quoted prices in active markets for identical assets and liabilities

(3)

– no observable pricing inputs in the market

 

At January 31, 2026 and July 31, 2025, the Company had $3.1 million and $3.0 million, respectively, in investments in hedge funds, which were included in noncurrent “Equity investments” in the accompanying condensed consolidated balance sheets. The Company’s investments in hedge funds were accounted for using the equity method, therefore they were not measured at fair value.

 

The following table summarizes the change in the balance of the Company’s assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3):

 Schedule of Assets Measured at Fair Value on a Recurring Basis Using Significant Unobservable Inputs (Level 3)

		Three Months Ended January 31,								Six Months Ended January 31,
		2026				2025				2026				2025
		(in thousands)
Balance, beginning of period		$	381			$	758			$	902			$	695
Total gains included in “Other income (expense), net”			(43	)			134				(564	)			197
Balance, end of period		$	338			$	892			$	338			$	892
Change in unrealized gains or losses for the period included in earnings for assets held at the end of the period		$	—			$	—			$	—			$	—

 

The following table summarizes the change in the balance of the Company’s liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3):

 Schedule of Liabilities Measured at Fair Value on a Recurring Basis Using Significant Unobservable Inputs (Level 3)

		Three Months Ended January 31,								Six Months Ended January 31,
		2026				2025				2026				2025
		(in thousands)
Balance, beginning of period		$	610			$	906			$	610			$	906
Payments			—				—				—				—
Total (gains) losses included in:
“Other operating expense (income), net”			—				—				—				—
“Foreign currency translation adjustment”			—				—				—				—
Balance, end of period		$	610			$	906			$	610			$	906
Change in unrealized gains or losses for the period included in earnings for liabilities held at the end of the period		$	—			$	—			$	—			$	—

 

19

 

 

Fair Value of Other Financial Instruments

 

The estimated fair value of the Company’s other financial instruments was determined using available market information or other appropriate valuation methodologies. However, considerable judgment is required in interpreting these data to develop estimates of fair value. Consequently, the estimates are not necessarily indicative of the amounts that could be realized or would be paid in a current market exchange.

 

Cash and cash equivalents, restricted cash and cash equivalents, settlement assets, disbursement prefunding, other current assets, customer funds deposits, settlement liabilities, and other current liabilities. At January 31, 2026 and July 31, 2025, the carrying amount of these assets and liabilities approximated fair value because of the short period of time to maturity. The fair value estimates for cash, cash equivalents, and restricted cash and cash equivalents were classified as Level 1 and settlement assets, disbursement prefunding, other current assets, customer funds deposits, settlement liabilities, and other current liabilities were classified as Level 2 of the fair value hierarchy.

 

Other assets and other liabilities. At January 31, 2026 and July 31, 2025, the carrying amount of these assets and liabilities approximated fair value. The fair values were estimated based on the Company’s assumptions, which were classified as Level 3 of the fair value hierarchy.

 

Note 9—Variable Interest Entity

 

The Company is the primary beneficiary of the Disbursement Payments VIE. The Company consolidates the Disbursement Payments VIE because it has the power to direct the activities of the VIE that most significantly impact its economic performance, and has the obligation to absorb losses of, and the right to receive benefits from, the Disbursement Payments VIE that could potentially be significant to it. The Company does not currently own any equity interest in the Disbursement Payments VIE and thus the net income incurred by the Disbursement Payments VIE was attributed to noncontrolling interests in the accompanying condensed consolidated statements of income.

 

The Disbursement Payments VIE’s net income and aggregate funding provided by the Company were as follows:

Schedule of Net Income and Aggregate Funding Repaid to the Company by VIE  

		Three Months Ended January 31,								Six Months Ended January 31,
		2026				2025				2026				2025
		(in thousands)
Net income of the VIE		$	213			$	12			$	556			$	350
Aggregate funding provided by the Company, net		$	142			$	204			$	274			$	259

 

20

 

 

The VIE’s summarized consolidated balance sheet amounts are as follows:

VIE’s Summarized Consolidated Balance Sheet  

		January 31, 2026				July 31, 2025
		(in thousands)
Assets:
Cash and equivalents		$	3,165			$	3,116
Restricted cash			15,145				11,000
Trade accounts receivable, net			527				244
Disbursement prefunding			2,714				1,400
Prepaid expenses			663				431
Other current assets			204				224
Property, plant, and equipment, net			368				204
Other intangibles, net			356				432
Total assets		$	23,142			$	17,051
Liabilities and noncontrolling interests:
Trade accounts payable		$	130			$	27
Accrued expenses			528				159
Customer funds deposits			15,525				10,701
Due to the Company			1,003				729
Accumulated other comprehensive income			23				58
Noncontrolling interests			5,933				5,377
Total liabilities and noncontrolling interests		$	23,142			$	17,051

 

The Disbursement Payments VIE’s assets may only be used to settle the Disbursement Payments VIE’s obligations and may not be used for other consolidated entities. The Disbursement Payments VIE’s liabilities are non-recourse to the general credit of the Company’s or its other consolidated entities.

 

Note 10—Other Operating Expense, Net

 

The following table summarizes the other operating expense, net by business segment:

Schedule of Other Operating Income, Net  

		Three Months Ended January 31,								Six Months Ended January 31,
		2026				2025				2026				2025
		(in thousands)
Corporate—Straight Path Communications Inc. class action legal fees		$	(663	)		$	(6	)		$	(1,187	)		$	(6	)
Corporate—Straight Path Communications Inc. class action insurance claims			—				—				1,237				—
Corporate—NRS legal fees			—				—				(176	)			—
net2phone—write-off of equipment			(144	)			(188	)			(144	)			(188	)
Traditional Communications—other			(29	)			(33	)			(23	)			(33	)
Total other operating expense, net		$	(836	)		$	(227	)		$	(247	)		$	(227	)

 

Straight Path Communications Inc. Class Action

 

As disclosed in Note 16, the Company and other parties were named in a putative class action and derivative complaint related to Straight Path Communications Inc. filed in the Court of Chancery of the State of Delaware. The Court dismissed all claims against the Company, and found that, contrary to the plaintiffs’ allegations, the class suffered no damages. The plaintiffs filed an appeal to which the Company answered. Oral argument was held on October 22, 2025, and on December 3, 2025, the Delaware Supreme Court affirmed the favorable decision of the Court of Chancery that dismissed all claims against the Company and found that Plaintiff and the class suffered no damages.

 

Note 11—Revolving Credit Facility

 

IDT Telecom, Inc. (“IDT Telecom”), a subsidiary of the Company, maintains a $25.0 million revolving credit facility with TD Bank, N.A. maturing on May 16, 2026. The revolving credit facility is secured by primarily all of IDT Telecom’s assets and bears interest at the secured overnight financing rate (“SOFR”) plus a margin of 125-175 basis points, depending on leverage. At January 31, 2026 and July 31, 2025, there were no amounts outstanding under this facility. During the six months ended January 31, 2026 and 2025, IDT Telecom borrowed and repaid $16.0 million and $24.5 million, respectively. IDT Telecom is required to comply with various affirmative and negative covenants as well as maintain certain targets based on financial ratios during the term of the revolving credit facility. As of January 31, 2026 and July 31, 2025, IDT Telecom was in compliance with all of the covenants.

 

21

 

 

Note 12—Redeemable Noncontrolling Interest

 

On September 29, 2021, NRS sold shares of its Class B common stock representing 2.5% of its outstanding capital stock on a fully diluted basis to Alta Fox Opportunities Fund LP (“Alta Fox”) for cash of $10 million. Alta Fox has the right to request that NRS redeem all or any portion of the NRS common shares that it purchased at the per share purchase price during a period of 182 days following the fifth anniversary of this transaction. The redemption right shall terminate upon the consummation of (i) a sale of NRS or its assets for cash or securities that are listed on a national securities exchange, (ii) a public offering of NRS’ securities, or (iii) a distribution of NRS’ capital stock following which NRS’ common shares are listed on a national securities exchange.

 

The shares of NRS’ Class B common stock sold to Alta Fox have been classified as mezzanine equity in the accompanying condensed consolidated balance sheets because they may be redeemed at the option of Alta Fox, although the shares are not mandatorily redeemable. The carrying amount of the shares includes the noncontrolling interest in the net income of NRS. The net income attributable to the mezzanine equity’s noncontrolling interest during the periods were as follows:

 Schedule of Net Income Attributable to Mezzanine Equity’s Noncontrolling Interest 

		Three Months Ended January 31,								Six Months Ended January 31,
		2026				2025				2026				2025
		(in thousands)
Net income of NRS attributable to the mezzanine equity’s noncontrolling interest		$	211			$	189			$	395			$	327

 

Note 13—Equity

 

Dividend Payments

 

In the six months ended January 31, 2026 and 2025, the Company paid aggregate cash dividends of $0.12 and $0.10 per share, respectively, on the Company’s Class A and Class B common stock. In the six months ended January 31, 2026 and 2025, the Company paid aggregate cash dividends of $3.0 million and $2.5 million, respectively.

 

On March 9, 2026, the Company’s Board of Directors declared a cash dividend on its Class A and Class B common stock of $0.07 per share payable on or about March 31, 2026 to stockholders of record as of the close of business on March 19, 2026.

 

Stock Repurchases

 

The Company has an existing stock repurchase program authorized by its Board of Directors for the repurchase of shares of the Company’s Class B common stock. In January 2016, the Board of Directors authorized the repurchase of up to 8.0 million shares in the aggregate. In the six months ended January 31, 2026, the Company repurchased 307,533 shares of its Class B common stock for an aggregate purchase price of $15.0 million. In the six months ended January 31, 2025, the Company repurchased 217,052 shares of its Class B common stock for an aggregate purchase price of $9.9 million. At January 31, 2026, 3.9 million shares remained available for repurchase under the stock repurchase program.

 

Shares Withheld for Employee Taxes

 

In the six months ended January 31, 2026 and 2025, the Company withheld nil and 32,022 shares, valued at nil and $1.5 million, respectively, of the Company’s Class B common stock from employees to satisfy the employees’ tax withholding obligations in connection with the vesting of deferred stock units (“DSUs”) and the lapsing of restrictions on restricted stock. The value of the shares is based on the fair market value as of the close of business on the trading day immediately prior to the vesting date. These shares are not repurchased under the Company’s share repurchase program.

 

2024 Equity Incentive Plan

 

The 2024 Equity Incentive Plan is intended to provide incentives to officers, employees, directors, and consultants of the Company, including stock options, stock appreciation rights, DSUs, and restricted stock. At July 31, 2025, the Company had 250,000 shares of Class B common stock reserved for the grant of awards under the 2024 Equity Incentive Plan, and 23,934 shares were available for future grants. In September 2025, the Company’s Board of Director’s approved an amendment to the Company’s 2024 Equity Incentive Plan to increase the number of shares of the Company’s Class B common stock available for the grant of awards thereunder by an additional 175,000 shares, which was approved by the Company’s stockholders at its annual meeting in December 2025.

 

22

 

 

2025 Equity Growth Program

 

On September 18, 2025, the Company granted 109,975 DSUs to certain of its executive officers, employees, and consultants under the 2025 Equity Growth Program (under its 2024 Equity Incentive Plan). The DSUs which convert into Class B common stock upon vesting, vest in three substantially equal installments, the first was in February 2026, and the others are February 2027, and February 2028, subject to continued service. In February 2026, which represented the first vesting date under the program, the Company issued 26,681 shares of its Class B common stock based on vestings and elections made by grantees. To satisfy statutory tax withholding obligations, the Company withheld 9,673 shares and remitted cash to the tax authorities in lieu of delivering those shares, recording the withheld shares as treasury stock. The number of shares issuable on each vesting date vary based on the market price of Class B common stock relative to the grant price, ranging from 50% to 267%, and up to 400% for certain executive officers. Grantees may elect to defer vesting to the next scheduled vesting date for some or all DSUs. The Company estimated that the fair value of the DSUs on the date of grant was $13.3 million, which is being recognized on a graded vesting basis over the requisite service periods ending in February 2028. The Company used a risk neutral Monte Carlo simulation method in its valuation of the DSUs, which simulated the range of possible future values of the Company’s Class B common stock over the life of the DSUs. The weighted average grant date fair value per DSU was $120.70. At January 31, 2026, there was $9.6 million of total unrecognized compensation cost related to non-vested DSUs.

 

NRS Restricted Common Stock

 

Effective as of June 30, 2022, restricted shares of NRS’ Class B common stock representing 1.2% of its outstanding capital stock on a fully diluted basis were granted to certain NRS employees. The restrictions on the shares lapse in three installments, the first was in June 2024, and the others were scheduled to vest in June 2026, and June 2027 (see “Exchange of NRS Restricted Common Stock for IDT DSUs” below). The estimated fair value of the restricted shares on the grant date was $3.3 million, which is recognized over the vesting period.

 

Exchange of NRS Restricted Common Stock for IDT DSUs

 

On January 21, 2026, the Company’s Compensation Committee approved, by Unanimous Written Consent, the exchange of the remaining unvested portion of the aforementioned NRS Restricted Common Stock, representing approximately 0.71% of NRS on a fully diluted basis and 0.73% on an as issued and outstanding basis, held by certain employees for an aggregate of 72,182 DSUs of the Company. The DSUs are subject to the same terms and conditions as DSUs previously issued under the Company’s 2025 Equity Growth Program and vest in three substantially equal tranches, the first of which was in February 2026, and the others of which are in February 2027, and February 2028.

 

The transaction was accounted for as a modification under ASC 718, Compensation—Stock Compensation. The fair value of the DSUs granted was estimated at approximately $4.2 million, resulting in incremental compensation cost of approximately $0.6 million.

 

Amended and Restated Employment Agreement with Abilio (“Bill”) Pereira

 

On December 21, 2023, the Company entered into an Amended and Restated Employment Agreement with Bill Pereira, the Company’s President and Chief Operating Officer. The agreement provides for, among other things, certain equity grants and a contingent bonus subject to the completion of certain financial milestones as set forth in the agreement. In October 2024, the Company issued to Mr. Pereira 39,155 shares of its Class B common stock with an issue date value of $1.8 million in connection with the achievement of one of these milestones.

 

Note 14—Earnings Per Share

 

Basic earnings per share is computed by dividing net income attributable to all classes of common stockholders of the Company by the weighted average number of shares of all classes of common stock outstanding during the applicable period. Diluted earnings per share is computed in the same manner as basic earnings per share, except that the number of shares is increased to include restricted stock still subject to risk of forfeiture and to assume exercise of potentially dilutive stock options using the treasury stock method, unless the effect of such increase is anti-dilutive.

 

The weighted-average number of shares used in the calculation of basic and diluted earnings per share attributable to the Company’s common stockholders consists of the following:

 Schedule of Weighted-average Number of Shares Used in the Calculation of Basic and Diluted Earnings Per Share 

		Three Months Ended January 31,								Six Months Ended January 31,
		2026				2025				2026				2025
		(in thousands)
Basic weighted-average number of shares			25,048				25,161				25,115				25,182
Effect of dilutive securities:
Stock options			1				—				4				—
Non-vested restricted Class B common stock			6				163				5				161
Diluted weighted-average number of shares			25,055				25,324				25,124				25,343

 

There were no shares excluded from the calculation of diluted earnings per share in the three and six months ended January 31, 2026 and 2025.

 

23

 

 

Note 15—Accumulated Other Comprehensive Loss

 

The accumulated balances for each classification of other comprehensive loss were as follows:

 Schedule of Accumulated Balances for Each Classification of Other Comprehensive Loss

		Unrealized Loss on Available-for-Sale Securities				Foreign Currency Translation				Accumulated Other Comprehensive Loss
		(in thousands)
Balance, July 31, 2025		$	(225	)		$	(16,344	)		$	(16,569	)
Other comprehensive income attributable to IDT Corporation			85				2,328				2,413
Balance, January 31, 2026		$	(140	)		$	(14,016	)		$	(14,156	)

 

Note 16—Commitments and Contingencies

 

Legal Proceedings

 

As disclosed in the 2025 Form 10-K, the Company and other parties were named in a putative class action and derivative complaint related to Straight Path Communications Inc. filed in the Court of Chancery of the State of Delaware. The Court dismissed all claims against the Company, and found that, contrary to the plaintiffs’ allegations, the class suffered no damages. The plaintiffs filed an appeal to which the Company answered. Oral argument was held on October 22, 2025, and on December 3, 2025, the Delaware Supreme Court affirmed the favorable decision of the Court of Chancery that dismissed all claims against the Company and found that Plaintiff and the class suffered no damages.

 

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.

 

Sales Tax Contingency

 

On June 21, 2018, the United States Supreme Court rendered a decision in South Dakota v. Wayfair, Inc., holding that a state may require a remote seller with no physical presence in the state to collect and remit sales tax on goods and services provided to purchasers in the state, overturning certain existing court precedent. It is possible that one or more jurisdictions may assert that the Company has liability for periods for which it has not collected sales, use or other similar taxes, and if such an assertion or assertions were successful it could materially and adversely affect the Company’s business, financial position, and operating results. One or more jurisdictions may change their laws or policies to apply their sales, use or other similar taxes to the Company’s operations, and if such changes were made it could materially and adversely affect the Company’s business, financial position, and operating results.

 

Regulatory Fees Audit

 

The Company’s 2017 FCC Form 499-A, which reported its calendar year 2016 revenue, was audited by the Universal Service Administrative Company (“USAC”). The USAC’s final decision imposed a $2.9 million charge on the Company for the Federal Telecommunications Relay Service (“TRS”) Fund. The Company has appealed the USAC’s final decision to the FCC and does not intend to remit payment for the TRS Fund fees unless and until a negative decision on its appeal has been issued. The Company has made certain changes to its filing policies and procedures for years that remain potentially under audit. At January 31, 2026 and July 31, 2025, the Company’s accrued expenses included $18.2 million and $21.1 million, respectively, for FCC-related regulatory fees for the year covered by the audit, as well as prior and subsequent years.

 

24

 

 

Purchase Commitments

 

At January 31, 2026, the Company had purchase commitments of $12.6 million primarily for equipment and services.

 

Performance Bonds

 

The Company has 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. At January 31, 2026 and July 31, 2025, the Company had aggregate performance bonds outstanding of $24.6 million and $33.8 million, respectively.

 

Note 17—Other Income (Expense), Net

 

Other income (expense), net consists of the following:

 Schedule of Other Income (Expense), Net 

		Three Months Ended January 31,								Six Months Ended January 31,
		2026				2025				2026				2025
		(in thousands)
Foreign currency transaction gains		$	682			$	284			$	795			$	419
Equity in net loss of investee			(424	)			(479	)			(830	)			(1,259	)
(Losses) gains on investments, net			(180	)			396				(437	)			774
Other			108				6				191				(10	)
Total other income (expense), net		$	186			$	207			$	(281	)		$	(76	)

 

Note 18—Income Taxes

 

The Company’s provision for income taxes as a percentage of pretax earnings (“effective tax rate”) was mainly due to differences in the amount of taxable income earned in the various taxing jurisdictions. For the six months ended January 31, 2026, the Company’s effective tax rate was 23.4% compared to 25.6% for fiscal 2025.

 

Note 19—Recently Issued Accounting Standards Not Yet Adopted

 

In September 2025, the FASB issued ASU 2025-06 – Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which simplifies the capitalization guidance by removing the requirement to allocate costs to defined development stages and relocate guidance for website development costs into Subtopic 350-40. The amendments in this Update are effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods, with early adoption permitted. The amendments in this Update permit an entity to apply the new guidance using a prospective, retrospective, or modified transition approach. The Company is currently in the process of evaluating the effects of this pronouncement on its consolidated financial statements.

 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

The following information should be read in conjunction with the accompanying condensed consolidated financial statements and the associated notes thereto of this Quarterly Report, and the audited consolidated financial statements and the notes thereto and our Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in the Form 10-K as filed with the U.S. Securities and Exchange Commission (or SEC).

 

As used below, unless the context otherwise requires, the terms “the Company,” “IDT,” “we,” “us,” and “our” refer to IDT Corporation, a Delaware corporation, its predecessor, International Discount Telecommunications, Corp., a New York corporation, and their subsidiaries, collectively.

 

Forward-Looking Statements

 

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements that contain the words “believes,” “anticipates,” “expects,” “plans,” “intends,” and similar words and phrases. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from the results projected in any forward-looking statement. In addition to the factors specifically noted in the forward-looking statements, other important factors, risks, and uncertainties that could result in those differences include, but are not limited to, those discussed under Item 1A to Part I “Risk Factors” in the 2025 Form 10-K. The forward-looking statements are made as of the date of this report and we assume no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those projected in the forward-looking statements. Investors should consult all of the information set forth in this report and the other information set forth from time to time in our reports filed with the SEC pursuant to the Securities Act of 1933 and the Securities Exchange Act of 1934, including the 2025 Form 10-K.

 

Recently Issued Accounting Standards Not Yet Adopted

 

In September 2025, the FASB issued ASU 2025-06 – Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which simplifies the capitalization guidance by removing all references to software development project stages so that the guidance is neutral to different software development methods. The amendments in this ASU are effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods, with early adoption permitted. The amendments in this update permit an entity to apply the new guidance using a prospective, retrospective or modified transition approach. We are currently in the process of evaluating the effects of this pronouncement on our consolidated financial statements.

 

Results of Operations

 

We evaluate the performance of our business segments based primarily on income (loss) from operations. Accordingly, the income and expense line items below income (loss) from operations are only included in our discussion of the consolidated results of operations.

 

As of January 31, 2026, we owned 94.0% of the outstanding shares of our subsidiary, net2phone 2.0, Inc., or net2phone 2.0, which owns and operates the net2phone segment, and 82.3% of the outstanding shares of National Retail Solutions, or NRS. On a fully diluted basis assuming all the vesting criteria related to various rights granted have been met, we would own 90.0% of the equity of net2phone 2.0 and 80.2% of the equity of NRS.

 

Explanation of Performance Metrics

 

Our results of operations discussion include the following performance metrics:

 

	●	for NRS, active point-of-sale, or POS, terminals, payment processing accounts, recurring revenue, and monthly average recurring revenue per terminal;
	●	for the BOSS Money business within the Fintech segment: digital and retail transactions, digital and retail revenue, average BOSS Money revenue per transaction, and send volume;
	●	for net2phone, seats and subscription revenue, and
	●	for Traditional Communications, minutes of use.

 

 

NRS uses four key metrics to measure the size of its customer base, including two that are non-GAAP measures: active POS terminals and payment processing accounts. Active POS terminals are the number of POS terminals that have completed at least one transaction in the calendar month. It excludes POS terminals that have not been fully installed by the end of the month. Payment processing accounts are accounts that can generate revenue. It excludes accounts that have been approved but not activated. In addition to the foregoing, NRS uses recurring revenue as a performance metric, which consist of NRS’ revenue in accordance with U.S. GAAP, excluding its revenue from POS terminal sales and monthly average recurring revenue per terminal.

 

net2phone’s UNITE (UCaaS), uContact (CCaaS) and Coach (a contact center performance optimization tool) offerings are priced on a per-seat basis, with customers paying based on the number of users in their organization. net2phone AI is priced according to interaction credits, a usage-based criterion. net2phone’s subscription revenue is its revenue in accordance with U.S. GAAP excluding its equipment revenue and revenue generated by a legacy SIP trunking offering in Brazil.

 

The trends and comparisons between periods for the number of active POS terminals, payment processing accounts, seats served, recurring revenue, and subscription revenue are used in the analysis of NRS’ or net2phone’s revenues and direct cost of revenues and are strong indications of the top-line growth and performance of the business.

 

Minutes of use is a nonfinancial metric that measures aggregate customer usage during a reporting period. Minutes of use is an important factor in BOSS Revolution’s and IDT Global’s revenue recognition since satisfaction of our performance obligation occurs when the customer uses our service. Minutes of use trends and comparisons between periods are used in the analysis of revenues and direct cost of revenues.

 

Three and Six Months Ended January 31, 2026 Compared to Three and Six Months Ended January 31, 2025

 

National Retail Solutions Segment

 

NRS, which represented 12.3% and 10.9% of our total revenues in the three months ended January 31, 2026 and 2025, respectively, and 11.9% and 10.3% of our total revenues in the six months ended January 31, 2026 and 2025, respectively, operates a POS network in the U.S. and Canada that provides independent retailers with POS equipment, store management software, electronic payment processing, and other ancillary merchant services. NRS’ POS platform also provides marketers with digital out-of-home advertising and transaction data.

 

		Three months ended January 31,								Change								Six months ended January 31,								Change
		2026				2025				$/#				%				2026				2025				$/#				%
		(in millions)
Revenues:
Recurring		$	37.5			$	31.6			$	5.9				18.7	%		$	72.7			$	60.5			$	12.2				20.2	%
Other			1.9				1.4				0.5				35.7				3.7				2.8				0.9				32.1
Total revenues			39.4				33.0				6.4				19.4				76.4				63.3				13.1				20.7
Direct cost of revenues			(3.1	)			(2.7	)			(0.4	)			13.2				(6.7	)			(5.4	)			(1.3	)			23.6
Gross profit			36.3				30.3				6.0				19.9				69.7				57.9				11.8				20.4
Selling, general and administrative			(23.5	)			(19.0	)			(4.5	)			23.7				(45.4	)			(38.0	)			(7.4	)			19.4
Technology and development			(2.5	)			(2.2	)			(0.3	)			15.8				(5.2	)			(4.2	)			1.0				23.9
Income from operations		$	10.3			$	9.1			$	1.2				12.9	%		$	19.1			$	15.7			$	3.4				21.7	%
Gross margin percentage			92.2	%			91.8	%			0.4	%							91.3	%			91.4	%			(0.1	)%

 

		January 31,								Change
		2026				2025				#				%
		(in thousands)
Active POS terminals			38.9				34.8				4.1				12	%
Payment processing accounts			28.1				23.9				4.2				18	%

 

Revenues. Revenues increased in the three and six months ended January 31, 2026 from the comparative prior-year periods. These increases were driven primarily by continued growth in recurring revenue, reflecting the expansion of NRS’ retailer network, increased penetration of payment processing services, and increased software revenue per terminal as retailers increasingly adopted premium software as a service (SaaS) features and functionalities.

 

 

Direct Cost of Revenues. Direct cost of revenues increased in the three and six months ended January 31, 2026 from the comparative prior-year periods. These increases were driven primarily by higher direct costs associated with NRS’ operations and increased sales, including increased costs related to POS terminal sales and merchant services.

 

Selling, General and Administrative. Selling, general and administrative expense increased in the three and six months ended January 31, 2026 from the comparative prior-year periods. These increases were primarily driven by increases in personnel-related costs and other operating expenses supporting NRS’ continued growth. As a percentage of NRS’ revenue, NRS’ selling, general and administrative expense increased to 59.7% from 57.6% in the three months ended January 31, 2026 and 2025, and decreased to 59.4% from 60.0% in the six months ended January 31, 2026 and 2025, respectively

   

Technology and Development. Technology and development expense increased in the three and six months ended January 31, 2026 from the comparative prior-year periods. These increases were primarily driven by general ongoing business investments to develop premium software services provided through the NRS platform, and in other development and operations supporting our business platforms.

   

Fintech Segment

 

Fintech, which represented 12.8% and 12.1% of our total revenues in the three months ended January 31, 2026 and 2025, respectively, and 13.0% and 12.1% of our total revenues in the six months ended January 31, 2026 and 2025, respectively, is comprised of: (i) BOSS Money, a provider of international money remittance and related value/payment transfer services; and (ii) other, significantly smaller, financial services businesses, including a variable interest entity (“VIE”), that processes disbursement payments, which we refer to as the Disbursement Payments VIE, (iii) IDT Financial Services Limited, or IDT Financial Services, a Gibraltar-based bank and (iv) IDT Services Limited (“IDTS”), a Malta-based electronic money institution.

 

		Three months ended January 31,								Change								Six months ended January 31,								Change
		2026				2025				$/#				%				2026				2025				$/#				%
		(in millions)
Revenues:
BOSS Money		$	36.3			$	33.5			$	2.8				8.3	%		$	74.6			$	67.2			$	7.4				11.0	%
Other			4.9				3.3				1.6				49.1				9.4				6.7				2.7				39.6
Total revenues			41.2				36.8				4.4				11.9				84.0				73.9				10.1				13.7
Direct cost of revenues			(16.2	)			(15.1	)			(1.1	)			7.5				(33.4	)			(30.6	)			(2.8	)			9.2
Gross profit			25.0				21.7				3.3				15.0				50.6				43.3				7.3				16.8
Selling, general and administrative			(18.2	)			(16.3	)			(1.9	)			11.7				(34.9	)			(32.4	)			(2.5	)			7.6
Technology and development			(2.7	)			(2.3	)			(0.4	)			16.0				(5.1	)			(4.6	)			(0.5	)			11.8
Income (loss) from operations		$	4.1			$	3.1			$	1.0				31.6	%		$	10.6			$	6.3			$	4.3				67.7	%
Gross margin percentage			60.6	%			58.9	%			1.7	%							60.2	%			58.5	%			1.7	%

 

Revenues. Revenues from BOSS Money increased in the three and six months ended January 31, 2026 from the comparative prior-year periods. These increases were primarily driven by higher digital transaction volumes initiated on the BOSS Money and BOSS Revolution Calling apps. BOSS Money continued to benefit from cross-marketing to BOSS Revolution and IDT Digital Payments retail customers.

 

Direct Cost of Revenues. Direct cost of revenues increased in the three and six months ended January 31, 2026 from the comparative prior-year periods primarily due to increases in BOSS Money’s direct cost of revenues, consistent with the growth in revenue. As transaction volumes increase associated payout and processing fees also increase.

 

Selling, General and Administrative. Selling, general and administrative expense increased in the three and six months ended January 31, 2026 from the comparative prior-year periods. These modest increases primarily reflected higher debit and credit card processing charges, and other operating costs associated with growth in BOSS Money’s app and digital transaction activity. As a percentage of Fintech’s revenue, Fintech’s selling, general and administrative expense remained flat at 44.2% for both the three months ended January 31, 2026 and 2025, respectively, and decreased to 41.6% from 43.8% in the six months ended January 31, 2026 and 2025, respectively. The decrease reflects, in part, the efficiencies derived from BOSS Money’s ongoing integration of AI and machine learning in its workflows to enhance customer service and to prevent potential chargebacks, among other priorities.

 

 

Technology and Development. Technology and development expense increased in the three and six months ended January 31, 2026 from the comparative prior-year periods. These modest increases primarily reflected higher depreciation and amortization expense, partially offset by lower employee compensation and development-related costs.

 

net2phone Segment

 

The net2phone segment, which represented 7.5% and 7.1% of our total revenues in the three months ended January 31, 2026 and 2025, respectively, and 7.4% and 7.0% of our total revenues in the six months ended January 31, 2026 and 2025, respectively, is comprised of net2phone’s communications and workflow solutions including its UCaaS, CCaas, net2phone AI, and Coach solutions.

 

		Three months ended January 31,								Change								Six months ended January 31,								Change
		2026				2025				$/#				%				2026				2025				$/#				%
		(in millions)
Revenues:
Subscription		$	23.4			$	21.0			$	2.4				11.4	%		$	47.0			$	42.0			$	5.0				11.9	%
Other			0.2				0.5				(0.3	)			(60.0	)			0.4				1.1				(0.7	)			(63.6	)
Total revenues			23.6				21.5				2.1				9.8				47.4				43.1				4.3				10.0
Direct cost of revenues			(4.6	)			(4.5	)			(0.1	)			2.3				(9.3	)			(9.0	)			(0.3	)			3.6
Gross profit			19.0				17.0				2.0				11.7				38.1				34.1				4.0				11.7
Selling, general and administrative			(13.9	)			(12.9	)			(1.0	)			8.1				(27.7	)			(26.1	)			(1.6	)			6.1
Technology and development			(3.1	)			(2.8	)			(0.3	)			9.8				(6.1	)			(5.7	)			(0.4	)			7.1
Other operating (expense) income, net			(0.1	)			(0.2	)			0.1				(49.0	)			(0.1	)			(0.2	)			0.1				(42.0	)
Income from operations		$	1.9			$	1.1			$	0.8				70.0	%		$	4.2			$	2.1			$	2.1				98.0	%
Gross margin percentage			80.5	%			79.2	%			1.3	%							80.3	%			79.1	%			1.2	%

 

		January 31,								Change
		2026				2025				#				%
		(in thousands)
Seats served			435				410				25				6	%

 

Revenues. net2phone’s revenues increased in the three and six months ended January 31, 2026 from the comparative prior-year periods primarily due to sales in its UCaaS and CCaas services revenue, reflecting an increase in seats served during the respective periods and gains from foreign exchange.

 

Direct Cost of Revenues. Direct cost of revenues increased in the three and six months ended January 31, 2026 from the comparative prior-year periods primarily due to higher revenues, net2phone’s continued focus on mid-sized businesses, multi-channel strategies, and localized offerings supported revenue growth that exceeded the increase in direct cost of revenues.

 

Selling, General and Administrative. Selling, general and administrative expense increased in the three and six months ended January 31, 2026 from the comparative prior-year periods. These increases were primarily driven by higher sales commissions and depreciation and amortization, partially offset by decreases in marketing, consulting and bad debt expenses. As a percentage of net2phone’s revenues, net2phone’s selling, general and administrative expense decreased to 59.1% from 60.3% in the three months ended January 31, 2026 and 2025, respectively, and to 58.4% from 60.5% in the six months ended January 31, 2026 and 2025, respectively.

 

Technology and Development. Technology and development expense increased in the three and six months ended January 31, 2026 from the comparative prior-year periods. While certain costs, including employee compensation, software licenses and maintenance, cloud services, and depreciation and amortization increased, these were largely offset by disciplined cost management and the timing of project-related expenditures, resulting in overall modest increased expenses for the period.

 

 

Traditional Communications Segment

 

The Traditional Communications segment, which represented 67.4% and 69.9% of our total revenues in the three months ended January 31, 2026 and 2025, respectively, and 67.7% and 70.6% of our total revenues in the six months ended January 31, 2026 and 2025, respectively, includes: (i) IDT Digital Payments, which enables customers to transfer airtime and bundles of airtime, messaging, and data to international and domestic mobile accounts; (ii) BOSS Revolution, an international long-distance calling service marketed primarily to immigrant communities in the United States and Canada; and (iii) IDT Global, a wholesale provider of international voice and SMS termination and outsourced traffic management solutions to telecoms worldwide. Traditional Communications also includes other small businesses and offerings including early-stage business initiatives and mature businesses in harvest mode.

 

Traditional Communications’ largest businesses by revenue are IDT Digital Payments, IDT Global, and BOSS Revolution. IDT Digital Payments and BOSS Revolution are sold directly to consumers and through the BOSS Money and BOSS Revolution apps as well as through distributors and retailers. We receive payments for BOSS Revolution and IDT Digital Payments prior to providing the services. We recognize the revenue when services are provided to the customer. Traditional Communications’ revenues tend to be somewhat seasonal, with the second fiscal quarter (which contains Christmas and New Year’s Day) and the fourth fiscal quarter (which contains Mother’s Day and Father’s Day) typically showing higher minute volumes.

 

		Three months ended January 31,								Change								Six months ended January 31,								Change
		2026				2025				$/#				%				2026				2025				$/#				%
		(in millions)
Revenues:
IDT Digital Payments		$	104.4			$	101.6			$	2.8				2.7	%		$	211.4			$	206.7			$	4.7				2.3	%
IDT Global			60.2				51.3				8.9				17.4				119.8				103.7				16.1				15.5
BOSS Revolution			45.7				53.3				(7.6	)			(14.2	)			92.7				110.2				(17.5	)			(15.9	)
Other			5.8				5.8				—				(0.1	)			11.6				12.0				(0.4	)			(3.0	)
Total revenues			216.1				212.0				4.1				1.9				435.5				432.6				2.9				0.7
Direct cost of revenues			(175.4	)			(168.9	)			(6.5	)			3.8				(354.4	)			(348.1	)			(6.3	)			1.8
Gross profit			40.7				43.1				(2.4	)			(5.5	)			81.1				84.5				(3.4	)			(4.0	)
Selling, general and administrative			(20.3	)			(19.4	)			(0.9	)			4.9				(39.4	)			(39.4	)			—				(0.1	)
Technology and development			(5.8	)			(5.4	)			(0.4	)			8.0				(11.3	)			(10.9	)			(0.4	)			(3.7	)
Other			(0.3	)			(0.2	)			(0.1	)			42.5				(0.4	)			—				(0.4	)			—
Income from operations		$	14.3			$	18.1			$	(3.8	)			(21.1	)%		$	30.0			$	34.2			$	(4.2	)			(12.2	)%
Gross margin percentage			18.9	%			20.3	%			1.4	%							18.6	%			19.5	%			0.9	%
Minutes of use:
IDT Global			1,545				1,351				194				14.4				3,098				2,788				310				11.1
BOSS Revolution			254				337				(83	)			(24.6	)%			523				701				(178	)			(25.4	)%

 

Revenues. Revenues for the Traditional Communications segment increased in the three and six months ended January 31, 2026 from the comparative prior-year periods. These increases were driven primarily by higher revenues from IDT Digital Payments and IDT Global. IDT Global revenues increased primarily due to higher international long-distance traffic volumes and improved product mix. The increases in IDT Digital Payments revenues reflected higher transaction volumes and continued growth in digital payment channels. These increases were partially offset by a decline in BOSS Revolution revenues, reflecting industry-wide trends, including the proliferation of unlimited calling plans and free over-the-top voice and messaging services, which have reduced demand for prepaid international calling plans. Revenues from Other offerings remained flat and decreased slightly for the three and six months ended January 31, 2026 from the comparative prior-year periods, respectively.

 

Direct Cost of Revenues. Direct cost of revenues increased in the three and six months ended January 31, 2026 from the comparative prior-year periods, reflecting higher minutes of use for IDT Global and associated network and carrier costs offset by lower minutes of use and associated network and settlement costs in BOSS Revolution.

 

Selling, General and Administrative. Selling, general and administrative expense increased in the three months ended and remained flat for the six months ended January 31, 2026 from the comparative prior-year periods. The modest increase reflects relatively stable sales commissions and debit and credit processing charges, partially offset by minor fluctuations in bad debt expense. As a percentage of Traditional Communications’ revenue, Traditional Communications’ selling, general and administrative expense increased to 9.4% from 9.2% in the three months ended January 31, 2026 and 2025, respectively, and decreased to 9.0% from 9.1% in the six months ended January 31, 2026 and 2025, respectively.

 

Technology and Development. Technology and development expense increased in the three and six months ended January 31, 2026 from the comparative prior-year periods. Modest increases in certain operating costs were offset by decreases in employee compensation, cloud services, and depreciation and amortization expense, resulting in overall modest increases for the periods.

 

 

Corporate

 

		Three months ended January 31,								Change								Six months ended January 31,								Change
		2026				2025				$				%				2026				2025				$				%
		(in millions)
General and administrative		$	(2.8	)		$	(3.1	)		$	0.3				(8.6	)%		$	(5.5	)		$	(6.0	)		$	0.5				(7.9	)%
Other operating expense, net			(0.7	)			—				(0.7	)			—				(0.1	)			—				(0.1	)			—
Loss from operations		$	(3.5	)		$	(3.1	)		$	(0.4	)			12.8	%		$	(5.6	)		$	(6.0	)		$	0.4				(7.5	)%

 

Corporate costs mainly include compensation, consulting fees, treasury, tax and accounting services, human resources, corporate purchasing, corporate governance including Board of Directors’ fees, internal and external audit, investor relations, corporate insurance, corporate legal, and other corporate-related general and administrative expenses. Corporate does not generate any revenues, nor does it incur any direct cost of revenues.

 

General and Administrative. Corporate general and administrative expense decreased in the three and six months ended January 31, 2026 from the comparative prior-year periods. These modest decreases primarily reflect employee-related costs and decreased overhead expenses during the periods. As a percentage of our consolidated revenues, Corporate general and administrative expense was 0.9% and 1.0% in the three months ended January 31, 2026 and 2025, respectively, and 0.9% and 1.0% in the six months ended January 31, 2026 and 2025, respectively.

 

Other Operating Expense, net. Other operating expense consists primarily of legal fees in excess of related insurance proceeds. Management views these proceeds and charges as non-core and related to occasional corporate-level expenses that are not expected to recur regularly.

 

Consolidated

 

The following is a discussion of our consolidated stock-based compensation expense, and our consolidated income and expense line items below income from operations.

 

Stock-Based Compensation Expense. Total stock-based compensation expense included in consolidated selling, general and administrative expense and technology and development expense was $4.3 million and $0.9 million in the three months ended January 31, 2026 and $6.4 million and $1.8 million in the six months ended January 31, 2026 and 2025, respectively. These increases primarily reflect the expense recognized during the period related to DSUs granted to executive officers and employees under the Company’s long-term incentive programs. As of January 31, 2026, there was $9.6 million of total unrecognized compensation cost related to non-vested DSUs, which is being recognized on a graded vesting basis over the requisite service periods that end in February 2028.

 

		Three months ended January 31,								Change								Six months ended January 31,								Change
		2026				2025				$				%				2026				2025				$				%
		(in millions)
Income from operations		$	27.2			$	28.3			$	(1.1	)			(3.8	)%		$	58.2			$	52.0			$	6.2				11.9	%
Interest income, net			1.6				1.4				0.2				17.1				3.3				2.8				0.5				19.6
Other income (expense), net			0.2				0.2				—				(7.0	)			(0.3	)			(0.1	)			(0.2	)			181.0
Provision for income taxes			(6.2	)			(7.7	)			1.5				(18.9	)			(14.3	)			(14.0	)			(0.3	)			2.3
Net income			22.8				22.2				0.6				2.7				46.9				40.7				6.2				15.3
Net income attributable to noncontrolling interests			(1.9	)			(1.9	)			—				(1.3	)			(3.6	)			(3.2	)			(0.4	)			12.8
Net income attributable to IDT Corporation		$	20.9			$	20.3			$	0.6				3.1	%		$	43.3			$	37.5			$	5.8				15.5	%

 

 

Other Income (Expense), net. Other income (expense), net consists of the following:

 

		Three months ended January 31,								Six months ended January 31,
		2026				2025				2026				2025
		(in millions)
Foreign currency transaction gains		$	0.7			$	0.3			$	0.8			$	0.4
Equity in the net loss of investee			(0.4	)			(0.5	)			(0.8	)			(1.3	)
(Losses) gains on investments, net			(0.2	)			0.4				(0.4	)			0.8
Other			0.1				—				0.2				—
Total		$	0.2			$	0.2			$	(0.2	)		$	(0.1	)

 

We have an investment in shares of convertible preferred stock of MarketSpark Inc., a communications company(“MarketSpark”). As of both January 31, 2026 and 2025, our ownership was 33.4% of MarketSpark’s outstanding shares on an as converted basis. We account for this investment using the equity method since we can exercise significant influence over the operating and financial policies of MarketSpark but do not have a controlling interest. We determined that on the dates of the acquisitions of MarketSpark’s shares, there were differences between our investment in MarketSpark and our proportional interest in the equity of MarketSpark of an aggregate of $8.2 million, which represented the share of MarketSpark’s customer list on the dates of the acquisitions attributed to our interest in MarketSpark. These basis differences are being amortized over the 6-year estimated life of the customer list. “Equity in the net loss of investee” includes the amortization of equity method basis difference.

 

Provision for Income Taxes. The change in income tax expense in the three and six months ended January 31, 2026 compared to the comparable prior-year periods was primarily due to differences in the amount of taxable income earned in the various taxing jurisdictions.

 

Net Income Attributable to Noncontrolling Interests. The change in the net income attributable to noncontrolling interests in the three and six months ended January 31, 2026 compared to the comparable prior-year periods was primarily due to changes in net income attributable to the noncontrolling interests in NRS and the VIE.

 

Liquidity and Capital Resources

 

As of the date of this Quarterly Report, we believe that our cash flow from operations and the balance of cash, cash equivalents, debt securities, and current equity investments that we held on January 31, 2026 will be sufficient to meet our currently anticipated working capital and capital expenditure requirements during the twelve-month period ending January 31, 2027.

 

At January 31, 2026, we had cash, cash equivalents, debt securities, and current equity investments of $246.2 million (excluding restricted cash and cash equivalents) and working capital (current assets in excess of current liabilities) of $264.4 million.

 

Contractual Obligations and Commitments

 

The following table includes our anticipated material cash requirements from contractual obligations and other commitments at January 31, 2026:

 

Payments Due by Period (in millions)		Total				Less than 1 year				1–3 years				4–5 years				After 5 years
Purchase commitments		$	12.6			$	4.5			$	8.1			$	—			$	—
Connectivity obligations under service agreements			1.4				1.1				0.3				—				—
Operating leases including short-term leases			2.3				1.3				0.8				0.2				—
Total (1)		$	16.3			$	6.9			$	9.2			$	0.2			$	—

 

(1)

The above table does not include up to $10 million for the potential redemption of shares of NRS’ Class B common stock, an aggregate of $24.6 million in performance bonds, and up to $2.7 million for potential contingent consideration payments related to a business acquisition, due to the uncertainty of the amount and/or timing of any such payments.

 

 

Consolidated Financial Condition

 

		Six months ended January 31,
		2026				2025
		(in millions)
Cash flows provided by (used in):
Operating activities		$	28.2			$	20.3
Investing activities			(21.4	)			(10.0	)
Financing activities			(17.9	)			(14.0	)
Effect of exchange rate changes on cash, cash equivalents, and restricted cash and cash equivalents			(6.2	)			(4.1	)
Decrease in cash, cash equivalents, and restricted cash and cash equivalents		$	(4.9	)		$	(7.8	)

 

Operating Activities

 

Our cash flow from operations varies significantly from quarter to quarter and from year to year, depending on our operating results and the timing of operating cash receipts and payments, generally trade accounts receivable and trade accounts payable. During the six months ended January 31, 2026, net cash provided by operating activities was $28.2 million, compared to $20.3 million for the prior-year period, which includes the impact of settlement assets and disbursements prefunding and customer fund deposits.

 

Settlement assets and disbursements prefunding increased $42.0 million and $8.3 million, respectively, during the six months ended January 31, 2026, compared to the prior-year period. The increase in settlement assets reflects a higher level of funds due from customers for pending money-remittances at BOSS Money. The increase in disbursements prefunding reflects, for the most part, higher levels of funds pre-paid to disbursement partners to fulfill expected customer remittance obligations at BOSS Money, and, to a smaller extent, higher levels of pre-payments made to providers of goods and services to fulfill expected customer purchases of goods and services obligations at IDT Digital Payments.

 

Towards the end of each week, IDT needs to prefund BOSS Money disbursement partners for remittances expected during the upcoming weekend. As a result, Friday is typically the day of the week on which IDT’s cash balance is at its lowest level, after prefunding disbursements for the upcoming weekend. Conversely, Wednesday is typically the day of the week on which IDT’s cash balance is at its highest level, after IDT collects cash from digital processors and retailers for all of the remittances originated during the preceding weekend but before the new weekly cycle of prefunding disbursements for the upcoming weekend begins again. This weekly cycle constitutes a significant working capital use of the Company’s cash, and, as such, the day of the week on which the quarter ends can have significant impact on the cash balance reported at the balance sheet date.

 

Customer fund deposits decreased $9.6 million during the six months ended January 31, 2026 reflecting balances held on behalf of customers across our prepaid, digital payments, and disbursements programs. These balances are supported by restricted cash and cash equivalents held by IDT Financial Services and our Disbursement Payments VIE and fluctuate based on transaction volume and program activity

 

On June 21, 2018, the United States Supreme Court rendered a decision in South Dakota v. Wayfair, Inc., holding that a state may require a remote seller with no physical presence in the state to collect and remit sales tax on goods and services provided to purchasers in the state, overturning certain existing court precedent. It is possible that one or more jurisdictions may assert that we have liability for periods for which we have not collected sales, use or other similar taxes, and if such an assertion or assertions were successful it could materially and adversely affect our business, financial position, and operating results. One or more jurisdictions may change their laws or policies to apply their sales, use or other similar taxes to our operations, and if such changes were made it could materially and adversely affect our business, financial position, and operating results.

 

As discussed in Note 16 to the Condensed Consolidated Financial Statements included in Item 1 to Part I of this Quarterly Report, we and other parties were named in a putative class action and derivative complaint related to Straight Path Communications Inc. filed in the Court of Chancery of the State of Delaware. The Court dismissed all claims against us, and found that, contrary to the plaintiffs’ allegations, the class suffered no damages. The plaintiffs filed an appeal to which we answered. Oral argument was held on October 22, 2025, and on December 3, 2025, the Delaware Supreme Court affirmed the favorable decision of the Court of Chancery that dismissed all claims against us and found that Plaintiff and the class suffered no damages.

 

As of July 31, 2025, we fully utilized our remaining U.S. federal net operating loss carryforwards and, as a result, starting with fiscal 2026 we have become subject to U.S. federal income tax. We anticipate, based on current tax rates, that our federal cash taxes liability will approximate 21% of our estimated full-year pretax income.

 

 

Investing Activities

 

During the six months ended January 31, 2026, we deployed $12.0 million for capital expenditures. We currently anticipate that total capital expenditures in the twelve-month period ending January 31, 2027 will be $22 million to $23 million. We expect to fund our capital expenditures with our net cash provided by operating activities and cash, cash equivalents, debt securities, and current equity investments on hand.

 

In February 2025, we entered into a loan agreement with MarketSpark for a revolving credit facility. The aggregate principal amount available under the facility is $2.0 million. The loans incur interest at 12% per annum payable semiannually and are due and payable in February 2027. In February 2025, the Company loaned MarketSpark $0.5 million under the revolving credit facility. In May 2025, the Company loaned MarketSpark an additional $0.4 million for an aggregate of $1.9 million under the revolving credit facility.

 

During the six months ended January 31, 2026, purchases of debt securities and equity investments were $25.8 million and proceeds from maturities and sales of debt securities and redemptions of equity investments were $17.3 million.

 

Financing Activities

 

In the six months ended January 31, 2026, we paid aggregate cash dividends of $0.12 per share on our Class A and Class B common stock for an aggregate amount of $3.0 million. In the six months ended January 31, 2025, we paid aggregate cash dividends of $0.10 per share on our Class A and Class B common stock for an aggregate cash dividends of $2.5 million.

 

On March 9, 2026, our Board of Directors declared a cash dividend on our Class A and Class B common stock of $0.07 per share payable on or about March 31, 2026 to stockholders of record as of the close of business on March 19, 2026.

 

IDT Telecom, Inc. (“IDT Telecom”), a subsidiary of us, maintains a $25.0 million revolving credit facility with TD Bank, N.A. maturing on May 16, 2026. The revolving credit facility is secured by primarily all of IDT Telecom’s assets and bears interest at the secured overnight financing rate (“SOFR”) plus a margin of 125-175 basis points, depending on leverage. At January 31, 2026 and July 31, 2025, there were no amounts outstanding under this facility. During the six months ended January 31, 2026 and 2025, IDT Telecom borrowed and repaid $16.0 million and $24.5 million, respectively.

 

We have an existing stock repurchase program authorized by our Board of Directors for the repurchase of shares of our Class B common stock. In January 2016, the Board of Directors authorized the repurchase of up to 8.0 million shares in the aggregate. In the six months ended January 31, 2026, we repurchased 307,533 shares of our Class B common stock for an aggregate purchase price of $15.0 million. In the six months ended January 31, 2025, we repurchased 217,052 shares of our Class B common stock for an aggregate purchase price of $9.9 million. At January 31, 2026, 3.9 million shares remained available for repurchase under the stock repurchase program.

 

In the six months ended January 31, 2026 and 2025, the Company withheld nil shares and 32,022 shares, valued at nil and $1.5 million, respectively, of the Company’s Class B common stock from employees to satisfy the employees’ tax withholding obligations in connection with the vesting of deferred stock units (“DSUs”) and the lapsing of restrictions on restricted stock. The value of the shares is based on the fair market value as of the close of business on the trading day immediately prior to the vesting date. These shares are not repurchased under the Company’s share repurchase program.

 

Other Sources and Uses of Resources

 

From time to time, we consider spin-offs and other potential dispositions of certain of our subsidiaries. A spin-off may include the contribution of a significant amount of cash, cash equivalents, debt securities, and/or equity securities to the subsidiary prior to the spin-off, which would reduce our capital resources. There is no assurance that a transaction will be completed.

 

We intend to, where appropriate, make strategic investments and acquisitions to complement, expand, and/or enter into new businesses. In considering acquisitions and investments, we search for opportunities to profitably grow our existing businesses and/or to add qualitatively to the range and diversification of businesses in our portfolio. We cannot guarantee that we will be presented with acquisition opportunities that meet our return-on-investment criteria, or that our efforts to make acquisitions that meet our criteria will be successful.

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risks

 

Foreign Currency Risk

 

Revenues from our international operations were 22% and 21% of our consolidated revenues in the three months ended January 31, 2026 and 2025, respectively, and 22% and 21% of our consolidated revenues in the six months ended January 31, 2026 and 2025, respectively. A significant portion of our revenues is in currencies other than the U.S. Dollar. Our foreign currency exchange risk is somewhat mitigated by our ability to offset a portion of these non-U.S. Dollar-denominated revenues with operating expenses that are paid in the same currencies. While the impact from fluctuations in foreign exchange rates affects our revenues and expenses denominated in foreign currencies, the net amount of our exposure to foreign currency exchange rate changes at the end of each reporting period is generally not material.

 

Investment Risk

 

We hold a portion of our assets in debt and equity securities, including hedge funds, for strategic and speculative purposes. At January 31, 2026 and July 31, 2025, the value of our debt and equity security holdings was an aggregate of $41.2 million and $35.7 million, respectively, which represented 6% and 6% of our total assets at January 31, 2026 and July 31, 2025, respectively. Investments in debt and equity securities carry a degree of risk and depend to a great extent on correct assessments of the future course of price movements of securities and other instruments. There can be no assurance that our investment managers will be able to accurately predict these price movements. The securities markets have in recent years been characterized by great volatility and unpredictability. Accordingly, the value of our investments may go down as well as up and we may not receive the amounts originally invested upon redemption.

 

Item 4.

Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures. Our Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended), as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of January 31, 2026.

 

Changes in Internal Control over Financial Reporting. There were no changes in our internal control over financial reporting during the fiscal quarter ended January 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

 

PART II. OTHER INFORMATION

 

Item 1.

Legal Proceedings

 

Legal proceedings in which we are involved are described in Note 16 to the Consolidated Financial Statements included in Item 1 to Part I of this Quarterly Report.

 

Item 1A.

Risk Factors

 

Important risk factors that could affect our operations and financial performance, or that could cause results or events to differ from current expectations, are described in “Part I, Item 1A – Risk Factors” to the 2025 Form 10-K, as supplemented by the information set forth below:

 

An emerging component of our growth strategy involves the adoption, integration, and effective utilization of AI technologies across our products, services, and internal operations, which introduces significant and evolving risks.

 

We currently incorporate AI into certain existing and planned products, as well as our internal operations. For example, some of our marketing, customer service and anti-fraud efforts are currently enhanced by AI. Further, our internal technology development efforts are utilizing AI in expanding ways, and other internal operational functions are beginning to use AI to improve effectiveness and efficiency. Achieving consistent, secure, and compliant AI adoption across departments—including Product & Engineering, Marketing, Trust & Safety, Customer Support, Finance, and Legal/Compliance—requires ongoing investment in training, governance, and change management. Failure by any function to adopt or appropriately use these tools or failure to monitor and control the results of the adoption of the tools could reduce profitability, productivity, impair product quality, or cause compliance or security issues.

 

AI technologies are complex, resource-intensive, and rapidly evolving. Market demand and acceptance of AI-driven customer-facing offerings, such as n2p AI Agent and n2p Coach AI, remain uncertain, and our product development efforts may not achieve widespread adoption or may be outpaced by competitors. Competitors with greater financial, technical, data, or distribution resources may gain an advantage in attracting and retaining AI talent and in acquiring training data and compute capacity, which could impair our ability to maintain competitive AI capabilities. If our AI solutions, or those of others in our industry, draw controversy due to their perceived or actual societal impact—such as generating biased, harmful, or misleading content—we may experience brand or reputational harm, competitive harm, or legal liability, which could slow user adoption of our products.

 

The use of AI also raises ethical, reputational, and legal concerns. AI-based or AI-enhanced systems can generate or amplify content that is inaccurate, misleading, biased, discriminatory, harmful, or otherwise controversial, or be misused by third parties. If our AI tools produce, or are perceived to produce, such outputs, or if we fail to implement adequate human oversight, testing, and safeguards (including data governance, evaluation, and post-deployment monitoring), our brand and competitive standing could be harmed and we could face complaints, investigations, or litigation. Potential litigation or government regulation related to AI may increase the burden and cost of research and development, further subjecting us to reputational harm, competitive harm, or legal liability. Failure to address perceived or actual technical, legal, compliance, privacy, security, or ethical issues could undermine public confidence in AI, slowing customer adoption of our AI-driven products and services.

 

Laws and regulations focused on the development, use, and provision of AI technologies and other digital products and services are proliferating in many jurisdictions around the world. Staying compliant with evolving laws, regulations, and industry standards pertaining to AI may impose significant operational costs and constrain our ability to develop, deploy, or employ AI technologies profitably or at all. Failing to adapt appropriately to this evolving regulatory environment could result in legal liability, regulatory actions, monetary penalties and damage to our brand and reputation.

 

Operationally, AI models depend on the quality, provenance, and security of data and on reliable third-party infrastructure. Inadequate, outdated, biased, or compromised datasets can produce flawed outputs and “model drift.” Our reliance on third-party models, APIs, datasets, and cloud providers exposes us to outages, cost volatility, performance degradation, or changes in licensing or acceptable-use terms, which could disrupt our operations if these services become unavailable or are no longer offered on commercially reasonable terms.

 

Integrating AI introduces new cybersecurity risks, including prompt-injection, data exfiltration, model poisoning, and supply-chain vulnerabilities, as well as the risk that employees inadvertently input confidential or personal data into external systems.

 

Intellectual property ownership surrounding AI technologies has not been fully addressed by U.S. or foreign courts or federal, state or foreign laws, nor by international legal frameworks. Our ongoing development and use of generative AI tools may result in copyright infringement claims, disputes over ownership and licensing, and potential patent infringement claims, among other things. These legal challenges could be costly to defend against, leading to substantial financial obligations and reputational damage. The evolving regulatory environment and uncertain legal precedents in this field further increase our exposure to litigation risks, which could materially affect our business, financial condition, and results of operations.

 

 

Additionally, laws and regulations focused on the development and use of AI are proliferating globally and continue to evolve (for example, comprehensive AI frameworks in the EU and emerging federal and state guidance in the United States). Compliance may require significant documentation, transparency and record-keeping, risk assessments, model governance, content provenance or watermarking, impact assessments, vendor oversight, and restrictions on certain use cases. Noncompliance could result in investigations, fines, injunctions, remediation obligations, or other sanctions. Cross-border data transfer rules, sanctions, and export controls may affect access to datasets, models, or compute resources in some jurisdictions.

 

Further, our use of generative AI in aspects of our platforms may present risks and challenges that could increase as AI solutions become more prevalent. AI algorithms may be flawed. Datasets may be insufficient or contain biased information. These deficiencies and other failures of AI systems could have negative impacts on our users’ experience and subject us to competitive harm, regulatory action, legal liability, and brand or reputational harm. Contractual indemnities from vendors may be unavailable or insufficient. We may also face claims related to privacy (including the processing of personal or biometric information), publicity rights, deceptive practices, or content moderation failures. Defending such claims can be costly and time-consuming, could require changes to our products or processes, and could harm our reputation and financial results.

 

Finally, AI-related development and inference can increase energy consumption and costs, and investor or regulatory focus on sustainability may impose additional constraints. If we fail to implement robust AI governance, align employee practices with our policies, maintain sufficient human oversight, and continuously evaluate and improve our systems, the risks described above could materially and adversely affect our business, financial condition, results of operations, and reputation.

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

 

The following table provides information with respect to purchases by us of our shares during the second quarter of fiscal 2026:

 

		Total Number of Shares Purchased (1)				Average Price per Share				Total Number of Shares Purchased as part of Publicly Announced Plans or Programs				Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (2)
November 1-30, 2025			—			$	—				—				4,023,539
December 1–31, 2025			—			$	—				—				4,023,539
January 1–31, 2026			149,109			$	49.83				149,109				3,874,430
Total			149,109			$	49.83				149,109

 

(1)	Total number of shares purchased includes shares of our Class B common stock that were purchased under our repurchase program, as well as shares of our Class B common stock that were withheld to satisfy employee tax withholding obligations.

 

(2)	On January 22, 2016, our Board of Directors approved a stock repurchase program to purchase up to 8.0 million shares of our Class B common stock.

 

Item 3.

Defaults Upon Senior Securities

 

None

 

Item 4.

Mine Safety Disclosures

 

Not applicable

 

Item 5.

Other Information

 

None

 

 

Item 6.

Exhibits

 

Exhibit Number		Description
31.1*		Certification of Chief Executive Officer pursuant to 17 CFR 240.13a-14(a), as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Chief Financial Officer pursuant to 17 CFR 240.13a-14(a), as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2002.
32.1*		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002.
32.2*		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002.
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

 

*	Filed herewith.

 

 

SIGNATURES

 

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 thereunto duly authorized.

 

	IDT CORPORATION
March 12, 2026	By:	/s/ SHMUEL JONAS
		Shmuel Jonas
		Chief Executive Officer
March 12, 2026	By:	/s/ MARCELO FISCHER
		Marcelo Fischer
		Chief Financial Officer