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~~ FOR THE QUARTERLY PERIOD ENDED ~~JANUARY~~APRIL 3130, 2025

☐	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 As of ~~March~~June 64, 2025, 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)	~~1,574,326 shares outstanding (excluding 1,698,000 treasury shares)~~
Class B common stock, $.01 par value:	23,655,932 shares outstanding (excluding 4,872,006 treasury shares)	~~23,641,467 shares outstanding (excluding 4,868,887 treasury shares)~~

IDT CORPORATION

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION		3	3
Item 1.	~~Item~~Financial 1.Statements (Unaudited)	~~Financial Statements (Unaudited)~~3	3
	Consolidated Balance Sheets	~~Consolidated Balance Sheets~~3	3
	Consolidated Statements of Income	~~Consolidated Statements of Income~~4	4
	Consolidated Statements of Comprehensive Income	~~Consolidated Statements of Comprehensive Income~~5	5
	Consolidated Statements of Equity	~~Consolidated Statements of Equity~~6	6
	Consolidated Statements of Cash Flows	~~Consolidated Statements of Cash Flows~~8	8
	Notes to Consolidated Financial Statements	~~Notes to Consolidated Financial Statements~~9	9
Item 2.	~~Item~~Management’s 2.Discussion and Analysis of Financial Condition and Results of Operations	~~Management’s Discussion and Analysis of Financial Condition and Results of Operations~~25	25
Item 3.	~~Item~~Quantitative 3.and Qualitative Disclosures About Market Risks	~~Quantitative and Qualitative Disclosures About Market Risks~~34	34
Item 4.	~~Item~~Controls 4.and Procedures	~~Controls and Procedures~~35	34
PART II. OTHER INFORMATION		35	35
Item 1.	~~Item~~Legal 1.Proceedings	~~Legal Proceedings~~35	35
Item 1A.	~~Item~~Risk ~~1A.~~Factors	~~Risk Factors~~35	35
Item 2.	~~Item~~Unregistered 2.Sales of Equity Securities and Use of Proceeds	~~Unregistered Sales of Equity Securities and Use of Proceeds~~36	35
Item 3.	~~Item~~Defaults 3.Upon Senior Securities	~~Defaults Upon Senior Securities~~36	35
Item 4.	~~Item~~Mine 4.Safety Disclosures	~~Mine Safety Disclosures~~36	35
Item 5.	~~Item~~Other 5.Information	~~Other Information~~36	35
Item 6.	~~Item 6.~~Exhibits	~~Exhibits~~36	35
SIGNATURES		37	36

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

IDT CORPORATION

CONSOLIDATED BALANCE SHEETS

	(Unaudited)			(Note 1)
	January 31, 2025			July 31, 2024
	April 30, 2025			July 31, 2024
	(Unaudited)			(Note 1)
	(in thousands, except per share data)
Assets
Current assets:
Cash and cash equivalents	$	~~142~~199,~~152~~948		$	164,557
Restricted cash and cash equivalents		~~105~~123,~~554~~129			90,899
Debt securities		2318,~~852~~683			23,438
Equity investments		5,~~091~~187			5,009
Trade accounts receivable, net of allowance for credit losses of $7,295 at January 31, 2025 and $6,352 at July 31, 2024		45,127			42,215
Trade accounts receivable, net of allowance for credit losses of $8,416 at April 30, 2025 and $6,352 at July 31, 2024		43,084			42,215
Settlement assets, net of reserve of $1,804 at January 31, 2025 and $1,866 at July 31, 2024		41,779			22,186
Settlement assets, net of reserve of $1,869 at April 30, 2025 and $1,866 at July 31, 2024		25,160			22,186
Disbursement prefunding		5743,~~676~~381			30,736
Prepaid expenses		1513,~~989~~837			17,558
Other current assets		2425,~~914~~865			25,927
Total current assets		~~462~~498,~~134~~274			422,525
Property, plant, and equipment, net		38,~~380~~980			38,652
Goodwill		26,~~149~~454			26,288
Other intangibles, net		5,~~583~~372			6,285
Equity investments		6,~~748~~904			6,518
Operating lease right-of-use assets		2,~~498~~013			3,273
Deferred income tax assets, net		2216,~~333~~106			35,008
Other assets		116,~~903~~805			11,546
Total assets	$	~~575~~600,~~728~~908		$	550,095
Liabilities, redeemable noncontrolling interest, and equity
Current liabilities:
Trade accounts payable	$	2217,~~482~~250		$	24,773
Accrued expenses		8991,~~472~~408			103,176
Deferred revenue		2827,~~384~~513			30,364
Customer funds deposits		~~104~~121,~~720~~765			91,893
Settlement liabilities		1614,~~975~~105			12,764
Other current liabilities		1615,~~157~~121			16,374
Total current liabilities		~~278~~287,~~190~~162			279,344
Operating lease liabilities		1,~~349~~213			1,533
Other liabilities		1,~~093~~682			2,662
Total liabilities		~~280~~290,~~632~~057			283,539
Commitments and contingencies		-			-
Redeemable noncontrolling interest		11,~~228~~357			10,901
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, 2025 and July 31, 2024		33			33
Class A common stock, $.01 par value; authorized shares—35,000; 3,272 shares issued and 1,574 shares outstanding at April 30, 2025 and July 31, 2024		33			33
Class B common stock, $.01 par value; authorized shares—200,000; 28,233 and 28,177 shares issued and 23,491 and 23,684 shares outstanding at January 31, 2025 and July 31, 2024, respectively		282			282
Class B common stock, $.01 par value; authorized shares—200,000; 28,528 and 28,177 shares issued and 23,656 and 23,684 shares outstanding at April 30, 2025 and July 31, 2024, respectively		285			282
Common stock		~~282~~285			282
Additional paid-in capital		~~306~~307,~~781~~757			303,510
Treasury stock, at cost, consisting of 1,698 and 1,698 shares of Class A common stock and 4,742 and 4,493 shares of Class B common stock at January 31, 2025 and July 31, 2024, respectively		(137,475	)		(126,080	)
Treasury stock, at cost, consisting of 1,698 and 1,698 shares of Class A common stock and 4,872 and 4,493 shares of Class B common stock at April 30, 2025 and July 31, 2024, respectively		(143,853	)		(126,080	)
Accumulated other comprehensive loss		(19,~~599~~812	)		(18,142	)
Retained earnings		~~121~~141,~~573~~753			86,580
Total IDT Corporation stockholders’ equity		~~271~~286,~~595~~163			246,183
Noncontrolling interests		1213,~~273~~331			9,472
Total equity		~~283~~299,~~868~~494			255,655
Total liabilities, redeemable noncontrolling interest, and equity	$	~~575~~600,~~728~~908		$	550,095

See accompanying notes to consolidated financial statements.

IDT CORPORATION

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

	2025			2024			2025			2024
	Three Months Ended January 31,						Six Months Ended January 31,
	Three Months Ended April 30,						Nine Months Ended April 30,
	2025			2024			2025			2024
	(in thousands, except per share data)
Revenues	$	~~303~~301,~~349~~985		$	~~296~~299,~~098~~643		$	~~612~~914,~~915~~901		$	~~597~~896,~~302~~946
Direct cost of revenues		~~191~~190,~~239~~023			~~199~~202,~~171~~599			~~393~~583,~~178~~201			~~406~~608,~~382~~982
Gross profit		~~112~~111,~~110~~962			9697,~~927~~044			~~219~~331,~~737~~700			~~190~~287,~~920~~964
Operating expenses (gain):
Operating expenses:
Selling, general and administrative (i)		7072,~~721~~267			6768,~~346~~962			~~141~~214,~~772~~039			~~131~~200,~~723~~685
Technology and development (i)		12,~~612~~744			12,~~925~~640			2538,~~372~~115			2537,~~335~~975
Severance		~~233~~190			~~345~~779			~~410~~600			~~869~~1,648
Other operating expense (gain), net (see Note 10)		227			294			227			(190	)
Other operating expense, net (see Note 10)		175			3,231			403			3,041
Total operating expenses		8385,~~793~~376			8085,~~910~~612			~~167~~253,~~781~~157			~~157~~243,~~737~~349
Income from operations		2826,~~317~~586			1611,~~017~~432			5178,~~956~~543			3344,~~183~~615
Interest income, net		1,~~354~~566			1,~~195~~162			24,~~782~~347			23,~~039~~201
Other income (expense), net		~~207~~2,608			2(3,~~534~~273	)		~~(76~~2,533	)		(36,~~053~~326	)
Income before income taxes		2930,~~878~~760			199,~~746~~321			5485,~~662~~423			3241,~~169~~490
Provision for income taxes		(7,~~665~~798	)		(32,~~992~~979	)		(1321,~~967~~766	)		(710,~~939~~918	)
Net income		22,~~213~~962			156,~~754~~342			4063,~~695~~657			2430,~~230~~572
Net income attributable to noncontrolling interests		(1,~~944~~270	)		(~~1,329~~791	)		(34,~~178~~448	)		(2,~~146~~937	)
Net income attributable to IDT Corporation	$	2021,~~269~~692		$	145,~~425~~551		$	3759,~~517~~209		$	2227,~~084~~635
Earnings per share attributable to IDT Corporation common stockholders:
Basic	$	0.8186		$	0.5722		$	12.4935		$	01.8810
Diluted	$	0.8086		$	0.5722		$	12.4834		$	01.8709
Weighted-average number of shares used in calculation of earnings per share:
Basic		25,~~161~~165			25,~~175~~345			25,~~182~~177			25,~~176~~233
Diluted		25,~~324~~249			25,~~317~~516			25,~~343~~312			25,~~297~~380
(i) Stock-based compensation included in:
(i) Stock-based compensation included in total operating expenses	$	946		$	2,118		$	2,720		$	5,375
Selling, general and administrative expense	$	768		$	2,357		$	1,602		$	2,998
Technology and development expense	$	95		$	130		$	172		$	260

(i) Stock-based compensation included in: Technology and development expense & Selling, general and administrative expense

See accompanying notes to consolidated financial statements.

IDT CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

	2025			2024			2025			2024
	Three Months Ended January 31,						Six Months Ended January 31,
	Three Months Ended April 30,						Nine Months Ended April 30,
	2025			2024			2025			2024
	(in thousands)
Net income	$	22,~~213~~962		$	156,~~754~~342		$	4063,~~695~~657		$	2430,~~230~~572
Other comprehensive income (loss):
Other comprehensive (loss) income:
Change in unrealized loss on available-for-sale securities		1659			~~270~~(127	)		72131			~~204~~77
Foreign currency translation adjustments		94(272	)		~~(919~~160	)		(1,~~529~~801	)		(~~288~~128	)
Other comprehensive income (loss)		110			(649	)		(1,457	)		(84	)
Other comprehensive (loss) income		(213	)		33			(1,670	)		(51	)
Comprehensive income		22,~~323~~749			156,~~105~~375			3961,~~238~~987			2430,~~146~~521
Comprehensive income attributable to noncontrolling interests		(1,~~944~~270	)		(~~1,329~~791	)		(34,~~178~~448	)		(2,~~146~~937	)
Comprehensive income attributable to IDT Corporation	$	2021,~~379~~479		$	135,~~776~~584		$	3657,~~060~~539		$	2227,~~000~~584

See accompanying notes to consolidated financial statements.

IDT CORPORATION

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, 2025 (in thousands)
	Three Months Ended April 30, 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
BALANCE AT JANUARY 31, 2025	$	33	$	282	$	306,781	$	(137,475	)	$	(19,599	)	$	121,573		$	12,273		$	283,868
Dividends declared ($0.05 per share)		—		—		—		—			—			(1,264	)		—			(1,264	)
Dividends declared ($0.06 per share)		—		—		—		—			—			(1,512	)		—			(1,512	)
Exercise of stock options
Repurchases of Class B common stock through repurchase program		—		—		—		(~~8,534~~224	)		—			—			—			(~~8,534~~224	)
Restricted Class B common stock purchased from employees		—		—		—		(~~429~~6,154	)		—			—			—			(~~429~~6,154	)
Exchange of National Retail Solutions shares for Class B common stock		—		—		33		—			—			—			(33	)		—
Restricted net2phone common stock purchased from employees
Exchange of National Retail Solutions shares for Class B common stock
Stock issued to an executive officer for bonus payment
Stock-based compensation		—		—		863		—			—			—			—			863
Business acquisition holdback payment
Stock-based compensation		—		3		943		—			—			—			—			946
Distributions to noncontrolling interests		—		—		—		—			—			—			(50	)		(50	)
Other comprehensive income		—		—		—		—			110			—			—			110
Other comprehensive loss		—		—		—		—			(213	)		—			—			(213	)
Net income		—		—		—		—			—			2021,~~269~~692			1,~~755~~141			22,~~024~~833
BALANCE AT JANUARY 31, 2025	$	33	$	282	$	306,781	$	(137,475	)	$	(19,599	)	$	121,573		$	12,273		$	283,868
BALANCE AT APRIL 30, 2025	$	33	$	285	$	307,757	$	(143,853	)	$	(19,812	)	$	141,753		$	13,331		$	299,494

	Six Months Ended January 31, 2025 (in thousands)
	Nine Months Ended April 30, 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
Dividends declared ($0.10 per share)		—		—		—		—			—			(2,524	)		—			(2,524	)
Dividends declared ($0.16 per share)		—		—		—		—			—			(4,036	)		—			(4,036	)
Dividends declared		—		—		—		—			—			(2,524	)		—			(2,524	)
Repurchases of Class B common stock through repurchase program		—		—		—		(10,097	)		—			—			—			(10,097	)
Repurchases of Class B common stock through repurchase program		—		—		—		(9,873	)		—			—			—			(9,873	)
Restricted Class B common stock purchased from employees		—		—		—		(7,676	)		—			—			—			(7,676	)
Restricted Class B common stock purchased from employees		—		—		—		(1,522	)		—			—			—			(1,522	)
Exchange of National Retail Solutions shares for Class B common stock		—		—		33		—			—			—			(33	)		—
Stock issued to an executive officer for bonus payment		—		—		1,824		—			—			—			—			1,824
Stock-based compensation		—		—3		12,~~447~~390		—			—			—			—			12,~~447~~393
Distributions to noncontrolling interests		—		—		—		—			—			—			(50100	)		(50100	)
Other comprehensive loss		—		—		—		—			(1,~~457~~670	)		—			—			(1,~~457~~670	)
Net income		—		—		—		—			—			3759,~~517~~209			23,~~851~~992			4063,~~368~~201
BALANCE AT JANUARY 31, 2025	$	33	$	282	$	306,781	$	(137,475	)	$	(19,599	)	$	121,573		$	12,273		$	283,868
BALANCE AT APRIL 30, 2025	$	33	$	285	$	307,757	$	(143,853	)	$	(19,812	)	$	141,753		$	13,331		$	299,494

IDT CORPORATION

CONSOLIDATED STATEMENTS OF EQUITY—Continued

(Unaudited)

	Three Months Ended January 31, 2024 (in thousands)
	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 April 30, 2024 (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, 2023	$	33	$	279	$	302,351		$	(118,312	)	$	(16,627	)	$	32,321		$	6,922		$	206,967
Repurchases of Class B common stock through repurchase program		—		—		—			(319	)		—			—			—			(319	)
Restricted net2phone common stock purchased from employees		—		—		(3,611	)		—			—			—			53			(3,558	)
Exchange of National Retail Solutions shares for Class B common stock		—		2		81			—			—			—			(83	)		—
Stock-based compensation		—		—		1,810			—			—			—			—			1,810
Distributions to noncontrolling interests		—		—		—			—			—			—			(4	)		(4	)
Other comprehensive loss		—		—		—			—			(649	)		—			—			(649	)
Net income		—		—		—			—			—			14,425			1,215			15,640
BALANCE AT JANUARY 31, 2024	$	33	$	281	$	300,631		$	(118,631	)	$	(17,276	)	$	46,746		$	8,103		$	219,887
Dividends declared ($0.05 per share)		—		—		—			—			—			(1,269	)		—			(1,269	)
Repurchases of Class B common stock through repurchase program		—		—		—			(2,520	)		—			—			—			(2,520	)
Restricted Class B common stock purchased from employees		—		—		—			(1,517	)		—			—			—			(1,517	)
Stock issued to an executive officer for bonus payment		—		—		1,495			—			—			—			—			1,495
Business acquisition holdback payment		—		—		100			—			—			—			—			100
Stock-based compensation		—		1		829			—			—			—			—			830
Distributions to noncontrolling interests		—		—		—			—			—			—			(3	)		(3	)
Other comprehensive income		—		—		—			—			33			—			—			33
Net income		—		—		—			—			—			5,551			693			6,244
BALANCE AT APRIL 30, 2024	$	33	$	282	$	303,055		$	(122,668	)	$	(17,243	)	$	51,028		$	8,793		$	223,280

	Six Months Ended January 31, 2024 (in thousands)
	Nine Months Ended April 30, 2024 (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, 2023	$	33	$	279	$	301,408		$	(115,461	)	$	(17,192	)	$	24,662		$	6,267		$	199,996
Balance	$	33	$	279	$	301,408		$	(115,461	)	$	(17,192	)	$	24,662		$	6,267		$	199,996
Dividends declared ($0.05 per share)		—		—		—			—			—			(1,269	)		—			(1,269	)
Dividends declared		—		—		—			—			—			(1,269	)		—			(1,269	)
Exercise of stock options		—		—		172			—			—			—			—			172
Repurchases of Class B common stock through repurchase program		—		—		—			(35,~~155~~675	)		—			—			—			(35,~~155~~675	)
Restricted Class B common stock purchased from employees		—		—		—			(151,532	)		—			—			—			(151,532	)
Restricted net2phone common stock purchased from employees		—		—		(3,611	)		—			—			—			53			(3,558	)
Exchange of National Retail Solutions shares for Class B common stock		—		2		81			—			—			—			(83	)		—
Stock-based compensation		—		—		2,581			—			—			—			—			2,581
Stock issued to an executive officer for bonus payment		—		—		1,495			—			—			—			—			1,495
Distributions to noncontrolling interests		—		—		—			—			—			—			(59	)		(59	)
Business acquisition holdback payment		—		—		100			—			—			—			—			100
Other comprehensive loss		—		—		—			—			(84	)		—			—			(84	)
Stock-based compensation		—		1		3,410			—			—			—			—			3,411
Other comprehensive income (loss)		—		—		—			—			(84	)		—			—			(84	)
Distributions to noncontrolling interests		—		—		—			—			—			—			(62	)		(62	)
Net income		—		—		—			—			—			22,084			1,925			24,009
Other comprehensive loss		—		—		—			—			(51	)		—			—			(51	)
BALANCE AT JANUARY 31, 2024	$	33	$	281	$	300,631		$	(118,631	)	$	(17,276	)	$	46,746		$	8,103		$	219,887
Other comprehensive income (loss)		—		—		—			—			(51	)		—			—			(51	)
Balance	$	33	$	281	$	300,631		$	(118,631	)	$	(17,276	)	$	46,746		$	8,103		$	219,887
Net income		—		—		—			—			—			27,635			2,618			30,253
BALANCE AT APRIL 30, 2024	$	33	$	282	$	303,055		$	(122,668	)	$	(17,243	)	$	51,028		$	8,793		$	223,280
Balance	$	33	$	282	$	303,055		$	(122,668	)	$	(17,243	)	$	51,028		$	8,793		$	223,280

See accompanying notes to consolidated financial statements.

IDT CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

	2025			2024
	Six Months Ended January 31,
	Nine Months Ended April 30,
	2025			2024
	(in thousands)
Operating activities
Net income	$	4063,~~695~~657		$	2430,~~230~~572
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		1015,~~490~~702			1015,~~146~~256
Deferred income taxes		1218,~~674~~902			58,~~787~~830
Provision for credit losses, doubtful accounts receivable, and reserve for settlement assets		24,~~472~~465			13,~~696~~010
Stock-based compensation		12,~~774~~720			35,~~258~~375
Other		1,~~077~~735			24,~~829~~065
Changes in assets and liabilities:
Change in assets and liabilities:
Trade accounts receivable		(4,~~978~~649	)		(79,~~040~~000	)
Settlement assets, disbursement prefunding, prepaid expenses, other current assets, and other assets		(468,~~244~~932	)		96,~~966~~797
Trade accounts payable, accrued expenses, settlement liabilities, other current liabilities, and other liabilities		(1119,~~844~~486	)		(610,~~200~~467	)
Customer funds deposits		1525,~~701~~327			151,243
Deferred revenue		(13,~~500~~382	)		(12,~~381~~903	)
Net cash provided by operating activities		2096,~~317~~059			4352,~~306~~778
Investing activities
Capital expenditures		(1015,~~100~~507	)		(813,~~885~~621	)
Purchase of convertible preferred stock in equity method investment		(~~673~~926	)		(1,~~009~~513	)
Purchases of debt securities and equity investments		(1529,~~997~~083	)		(1927,~~357~~593	)
Proceeds from maturities and sales of debt securities and redemption of equity investments		16,751			31,231
Proceeds from maturities and sales of debt securities and redemptions of equity investments		35,005			41,527
Net cash (used in) provided by investing activities		(10,019	)		1,980
Net cash used in investing activities		(10,511	)		(1,200	)
Financing activities
Dividends paid		(24,~~524~~036	)		—(1,269	)
Distributions to noncontrolling interests		(50100	)		(5962	)
Proceeds from borrowings under revolving credit facility		24,~~534~~551			3032,~~588~~864
Repayment of borrowings under revolving credit facility		(24,534	)		(30,588	)
Repayment of borrowings under revolving credit facility.		(24,551	)		(32,864	)
Purchase of restricted shares of net2phone common stock		—			(3,558	)
Proceeds from exercise of stock options		—			172
Repurchases of Class B common stock		(1117,~~395~~773	)		(37,~~170~~207	)
Net cash used in financing activities		(1321,~~969~~909	)		(611,~~615~~924	)
Effect of exchange rate changes on cash, cash equivalents, and restricted cash and cash equivalents		(43,~~079~~982	)		(35,~~182~~632	)
Net (decrease) increase in cash, cash equivalents, and restricted cash and cash equivalents		(7,750	)		35,489
Net increase in cash, cash equivalents, and restricted cash and cash equivalents		67,621			34,022
Cash, cash equivalents, and restricted cash and cash equivalents at beginning of period		255,456			198,823
Cash, cash equivalents, and restricted cash and cash equivalents at end of period	$	~~247~~323,~~706~~077		$	~~234~~232,~~312~~845
Supplemental Schedule of Non-Cash Financing Activities
Supplemental schedule of non-cash financing activities
Shares of the Company’s Class B common stock issued to an executive officer for bonus payment	$	1,824		$	—
Shares of the Company’s Class B common stock issued to executive officers for bonus payments	$	1,824		$	1,495
Value of the Company’s Class B common stock exchanged for National Retail Solutions shares	$	—442		$	6,254
Shares of the Company’s Class B common stock issued for business acquisition	$	—		$	100

See accompanying notes to consolidated financial statements.

IDT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1—Basis of Presentation

The accompanying unaudited 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~~nine months ended ~~January~~April 3130, 2025 are not necessarily indicative of the results that may be expected for the fiscal year ending July 31, 2025. The balance sheet at July 31, 2024 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, 2024, 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 2025 refers to the fiscal year ending July 31, 2025).

As of ~~January~~April 3130, 2025, 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 81.56% 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 90.2% of the equity of net2phone 2.0 and 79.35% of the equity of NRS.

Reclassifications

From and after August 1, 2024, the Company reclassified certain customer funds for pending money transfers in its consolidated financial statements. In the consolidated balance sheet at July 31, 2024, $8.9 million previously included in “Settlement liabilities” was reclassified to “Customer funds deposits,” and in the consolidated statements of cash flows in the ~~six~~nine months ended ~~January~~April 3130, 2024, cash provided ~~used~~by ~~for~~ “Trade accounts payable, accrued expenses, settlement liabilities, other current liabilities, and other liabilities” of $21.27 million was reclassified to cash ~~used~~provided ~~for~~by “Customer funds deposits”. These amounts were reclassified to conform to to the current year’s presentation.

From and after February 1, 2024, the Company reclassified most of its technology and development expenses from “Selling, general and administrative” expense to a new “Technology and development” expense caption in the consolidated statements of income and reclassified an amount that was immaterial in all periods to “Direct cost of revenues.” The following table shows the amounts that were reclassified in the three and six months ended January 31, 2024 to conform to the current period’s presentation:

Schedule of Amount that were Reclassified

	Three Months Ended January 31, 2024		Six Months Ended January 31, 2024
	(in thousands)
Selling, general and administrative expense reclassified to:
Direct cost of revenues	$	472	$	907
Technology and development expense	$	12,925	$	25,335
Selling, general and administrative expense	$	12,925	$	25,335

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 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; and (ii) other, significantly smaller, financial services businesses, including a variable interest entity (“VIE”) that processes disbursement payments (the “Disbursement Payments VIE”), and IDT Financial Services Limited (“IDT Financial Services”), ~~the~~a ~~Company’s~~ Gibraltar-based bank.

The net2phone segment is comprised of net2phone’s integrated cloud communications and contact center services.

~~The~~ 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~~ 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. 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 were as follows:

(in thousands)	National Retail Solutions			Fintech			net2phone			Traditional Communications			Corporate			Total
Three Months Ended January 31, 2025
Three Months Ended April 30, 2025
Revenues	$	3231,~~976~~145		$	3638,~~839~~619		$	21,~~488~~990		$	~~212~~210,~~046~~231		$	—		$	~~303~~301,~~349~~985
Income (loss) from operations		96,~~127~~167			34,~~097~~311			1,~~104~~372			1817,~~069~~348			(32,~~080~~612	)		2826,~~317~~586
Depreciation and amortization		(~~995~~1,038	)		(~~758~~703	)		(1,~~575~~605	)		(1,~~905~~852	)		(1614	)		(5,~~249~~212	)
Three Months Ended January 31, 2024
Three Months Ended April 30, 2024
Revenues	$	25,~~223~~712		$	2731,~~987~~526		$	20,~~353~~677		$	~~222~~221,~~535~~728		$	—		$	~~296~~299,~~098~~643
Income (loss) from operations		54,~~349~~768			(~~736~~553	)		~~367~~476			1412,~~618~~467			(35,~~581~~726	)		1611,~~017~~432
Depreciation and amortization		(~~777~~819	)		(~~724~~723	)		(1,~~552~~574	)		(21,~~029~~978	)		(17	)		(5,~~099~~111	)
Six Months Ended January 31, 2025
Nine Months Ended April 30, 2025
Revenues	$	6394,~~338~~483		$	73112,~~909~~527		$	4365,~~108~~099		$	~~432~~642,~~560~~792		$	—		$	~~612~~914,~~915~~901
Income (loss) from operations		1521,~~740~~907			610,~~333~~644			23,~~103~~476			3351,~~740~~088			(58,~~960~~572	)		5178,~~956~~543
Depreciation and amortization		(12,~~955~~993	)		(12,~~492~~195	)		(34,~~133~~738	)		(35,~~877~~729	)		(3347	)		(1015,~~490~~702	)
Six Months Ended January 31, 2024
Nine Months Ended April 30, 2024
Revenues	$	4974,~~217~~930		$	5486,~~550~~076		$	4060,~~280~~957		$	~~453~~674,~~255~~983		$	—		$	~~597~~896,~~302~~946
Income (loss) from operations		1015,~~810~~578			(2,~~120~~673	)		~~360~~836			3042,~~024~~491			(511,~~891~~617	)		3344,~~183~~615
Depreciation and amortization		(12,~~511~~330	)		(12,~~418~~141	)		(24,~~991~~565	)		(46,~~177~~155	)		(4965	)		(1015,~~146~~256	)

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. BOSS Money, NRS, and net2phone are technology-driven, synergistic businesses that leverage the Company’s core assets. BOSS Money’s and NRS’ revenues are primarily recognized at a point in time, and net2phone’s revenue is mainly recognized over time. Traditional Communications’ offerings are mostly minute-based, paid-voice communications services, and revenue is primarily recognized at a point in time. The Company’s most significant revenue streams are from IDT Digital Payments, BOSS Revolution, and IDT Global. IDT Digital Payments and BOSS Revolution are sold direct-to-consumer and through distributors and retailers.

Disaggregated Revenues

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

2025

2024

2025

2024

Three Months Ended January 31,

Six Months Ended January 31,

Three Months Ended April 30,

Nine Months Ended April 30,

2025

2024

2025

2024

(in thousands)

National Retail Solutions

3231,~~976~~145

25,~~223~~712

6394,~~338~~483

4974,~~217~~930

BOSS Money

3334,~~505~~411

2527,~~039~~593

67101,~~198~~608

4976,~~278~~871

Other

34,~~334~~208

23,~~948~~933

610,~~711~~919

59,~~272~~205

Total Fintech

3638,~~839~~619

2731,~~987~~526

73112,~~909~~527

5486,~~550~~076

net2phone

21,~~488~~990

20,~~353~~677

4365,~~108~~099

4060,~~280~~957

IDT Digital Payments

~~101~~102,~~594~~620

99101,~~668~~608

~~206~~309,~~712~~333

~~199~~301,~~705~~313

BOSS Revolution

5351,~~307~~733

6663,~~655~~196

~~110~~161,~~150~~882

~~137~~201,~~826~~021

IDT Global

5150,~~281~~044

4850,~~741~~067

~~103~~153,~~657~~701

~~100~~150,~~775~~843

Other

5,~~864~~834

76,~~471~~857

1217,~~041~~876

1421,~~949~~806

Total Traditional Communications

~~212~~210,~~046~~231

~~222~~221,~~535~~728

~~432~~642,~~560~~792

~~453~~674,~~255~~983

Total

~~303~~301,~~349~~985

~~296~~299,~~098~~643

~~612~~914,~~915~~901

~~597~~896,~~302~~946

Revenues

~~303~~301,~~349~~985

~~296~~299,~~098~~643

~~612~~914,~~915~~901

~~597~~896,~~302~~946

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

(in thousands)

National Retail Solutions

Fintech

net2phone

Traditional Communications

Total

Three Months Ended January 31, 2025

Three Months Ended April 30, 2025

United States

3231,~~976~~145

3537,~~620~~278

12,~~483~~758

~~158~~157,~~953~~577

~~240~~238,~~032~~758

Outside the United States:

United Kingdom

—

45,~~789~~858

Other

—

1,~~219~~341

9,~~005~~232

76,~~304~~796

17,~~528~~369

Total outside the United States

—

1,~~219~~341

9,~~005~~232

5352,~~093~~654

63,~~317~~227

Total

3231,~~976~~145

3638,~~839~~619

21,~~488~~990

~~212~~210,~~046~~231

~~303~~301,~~349~~985

(in thousands)

National Retail Solutions

Fintech

net2phone

Traditional Communications

Total

Three Months Ended January 31, 2024

Three Months Ended April 30, 2024

United States

25,~~223~~712

2630,~~901~~469

1011,~~700~~330

~~163~~166,~~774~~093

~~226~~233,~~598~~604

Outside the United States:

United Kingdom

—

5048,~~390~~441

Other

—

1,~~086~~057

9,~~653~~347

87,~~371~~194

1917,~~110~~598

Total outside the United States

—

1,~~086~~057

9,~~653~~347

5855,~~761~~635

6966,~~500~~039

Total

25,~~223~~712

2731,~~987~~526

20,~~353~~677

~~222~~221,~~535~~728

~~296~~299,~~098~~643

(in thousands)

National Retail Solutions

Fintech

net2phone

Traditional Communications

Total

Six Months Ended January 31, 2025

Nine Months Ended April 30, 2025

United States

6394,~~338~~483

71108,~~509~~786

2437,~~776~~534

~~324~~481,~~174~~752

~~483~~722,~~797~~555

Outside the United States:

United Kingdom

—

93139,~~746~~604

Other

—

23,~~400~~741

1827,~~332~~565

1421,~~640~~436

3552,~~372~~742

Total outside the United States

—

23,~~400~~741

1827,~~332~~565

~~108~~161,~~386~~040

~~129~~192,~~118~~346

Total

6394,~~338~~483

73112,~~909~~527

4365,~~108~~099

~~432~~642,~~560~~792

~~612~~914,~~915~~901

(in thousands)

National Retail Solutions

Fintech

net2phone

Traditional Communications

Total

Six Months Ended January 31, 2024

Nine Months Ended April 30, 2024

United States

4974,~~217~~930

5283,~~734~~204

2132,~~388~~718

~~326~~492,~~842~~935

~~450~~683,~~181~~787

Outside the United States:

United Kingdom

—

~~109~~157,~~232~~673

Other

—

12,~~816~~872

1828,~~892~~239

1724,~~181~~375

3755,~~889~~486

Total outside the United States

—

12,~~816~~872

1828,~~892~~239

~~126~~182,~~413~~048

~~147~~213,~~121~~159

Total

4974,~~217~~930

5486,~~550~~076

4060,~~280~~957

~~453~~674,~~255~~983

~~597~~896,~~302~~946

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~~April 3130, 2025. The table excludes contracts that had an original expected duration of one year or less.

(in thousands)	National Retail Solutions		net2phone		Total
Twelve-month period ending January 31:
Twelve-month period ending April 30:
2026	$	8,244	$	40,724	$	48,968
20261	$	8,713	$	41,738	$	50,451
2027		6,946		20,783		27,729
20271		7,279		22,163		29,442
Thereafter		7,272		8,045		15,317
Thereafter0		7,391		8,340		15,731
Total	$	22,462	$	69,552	$	92,014
Total0	$	23,383	$	72,241	$	95,624

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 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 consolidated balance sheets as “Deferred revenue”.

The following table presents information about the Company’s contract liability balance:

	2025		2024		2025		2024
	Three Months Ended January 31,				Six Months Ended January 31,
	Three Months Ended April 30,				Nine Months Ended April 30,
	2025		2024		2025		2024
	(in thousands)
Revenue recognized in the period from amounts included in the contract liability balance at the beginning of the period	$	12,~~936~~180	$	15,~~803~~231	$	17,~~123~~801	$	1920,~~605~~477

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:

	January 31, 2025		July 31, 2024
	April 30, 2025		July 31, 2024
	(in thousands)
Deferred customer contract acquisition costs included in “Other current assets”	$	6,~~349~~543	$	4,823
Deferred customer contract acquisition costs included in “Other assets”		4,~~609~~782		4,276
Total	$	1011,~~958~~325	$	9,099

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

	2025		2024		2025		2024
	Three Months Ended January 31,				Six Months Ended January 31,
	Three Months Ended April 30,				Nine Months Ended April 30,
	2025		2024		2025		2024
	(in thousands)
Amortization of deferred customer contract acquisition costs	$	1,~~435~~401	$	1,~~194~~167	$	24,~~933~~334	$	23,~~409~~576

Note 4—Leases

The Company’s leases primarily consist of operating leases for office space. These leases have remaining terms ~~from~~of 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:

	2025		2024		2025		2024
	Three Months Ended January 31,				Six Months Ended January 31,
	Three Months Ended April 30,				Nine Months Ended April 30,
	2025		2024		2025		2024
	(in thousands)
Operating lease cost	$	~~590~~588	$	~~734~~746	$	1,~~191~~779	$	12,~~492~~238
Short-term lease cost		~~249~~300		~~132~~311		~~506~~806		~~459~~770
Total lease cost	$	~~839~~888	$	~~866~~1,057	$	12,~~697~~585	$	13,~~951~~008
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	~~613~~611	$	~~724~~738	$	1,~~227~~838	$	12,~~515~~253
Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases	$	~~613~~611	$	~~724~~738	$	1,~~227~~838	$	12,~~515~~253

	January 31, 2025			July 31, 2024
	April 30, 2025			July 31, 2024
Weighted-average remaining lease term-operating leases		2.58 years			2.6 years
Weighted-average discount rate-operating leases		5.6	%		5.6	%

In the ~~six~~nine months ended ~~January~~April 3130, 2025 and 2024, the Company obtained right-of-use assets of $0.4 million and $0.9 million, respectively, in exchange for new operating lease liabilities.

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

	January 31, 2025		July 31, 2024
	April 30, 2025		July 31, 2024
	(in thousands)
Operating lease liabilities included in “Other current liabilities”	$	~~1,244~~875	$	1,866
Operating lease liabilities included in noncurrent liabilities		1,~~349~~213		1,533
Total	$	2,~~593~~088	$	3,399

Future minimum maturities of operating lease liabilities were as follows:

(in thousands)
Twelve-month period ending January 31:
Twelve-month period ending April 30:
2026	$	~~1,345~~966
2027		~~749~~679
2028		~~381~~327
2029		~~179~~192
2030		~~149~~112
Thereafter		—
Total lease payments		2,~~803~~276
Less imputed interest		(~~210~~188	)
Total operating lease liabilities	$	2,~~593~~088

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 consolidated balance sheets that equal the total of the same amounts reported in the consolidated statements of cash flows:

	January 31, 2025		July 31, 2024
	April 30, 2025		July 31, 2024
	(in thousands)
Cash and cash equivalents	$	~~142~~199,~~152~~948	$	164,557
Restricted cash and cash equivalents		~~105~~123,~~554~~129		90,899
Total cash, cash equivalents, and restricted cash and cash equivalents	$	~~247~~323,~~706~~077	$	255,456

Restricted cash and cash equivalents included the following:

	January 31, 2025		July 31, 2024
	April 30, 2025		July 31, 2024
	(in thousands)
IDT Financial Services (Gibraltar)	$	90110,~~930~~373	$	83,284
Disbursement payments VIE		14,465		7,426
Disbursement Payments VIE		12,597		7,426
Other		159		189
Total restricted cash and cash equivalents	$	~~105~~123,~~554~~129	$	90,899

Certain of the electronic money financial services regulations in Gibraltar require IDT Financial Services to safeguard cash held for ~~customer~~ 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 Disbursement Payments VIE is contractually required to use customer funds only for the customers’ pending money disbursements.

Note 6—Debt Securities

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

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
	(in thousands)
January 31, 2025:
April 30, 2025:
U.S. Treasury bills and notes	$	1813,~~615~~833	$	13—	$	(4231	)	$	1813,~~586~~802
Government sponsored enterprise notes		1,~~867~~617		—		(1—	)		1,~~866~~617
Corporate bonds		3,~~678~~482		—2		(~~278~~220	)		3,~~400~~264
Total	$	2418,~~160~~932	$	132	$	(~~321~~251	)	$	2318,~~852~~683
July 31, 2024:
U.S. Treasury bills and notes	$	16,641	$	10	$	(66	)	$	16,585
Government sponsored enterprise notes		3,356		—		(3	)		3,353
Corporate bonds		3,821		1		(322	)		3,500
Total	$	23,818	$	11	$	(391	)	$	23,438

~~The~~ The gross unrealized losses in the table above are recorded in “Accumulated other comprehensive loss” in the consolidated ~~balance~~ balance sheets. As of ~~January~~April 3130, 2025, the Company determined that the unrealized losses were due to changes in interest rates or market ~~liquidity~~ liquidity and were not due to credit losses. In addition, as of ~~January~~April 3130, 2025 and July 31, 2024, 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~~ securities before recovery of the unrealized losses, which may be at maturity.

~~Proceeds~~ Proceeds from maturities and sales of debt securities and redemptions of equity investments were $618.9 3 million and $1410.2 3 million in the three months ended ~~January~~April 3130, 2025 and 2024, respectively, and $1635.8 0 million and $3141.2 5 million in the ~~six~~nine months ended ~~January~~April 3130, 2025 and 2024, respectively. In the three and nine months ended April 30, 2025, the realized gains and realized losses from sales of debt securities were not significant. There were no realized gains or realized losses from sales of debt securities in the three and ~~six~~nine months ended ~~January 31,~~April ~~2025 and~~ 30, 2024. The Company uses the specific identification method in computing the realized gains and realized losses on the sales of debt securities.

14 The contractual maturities of the Company’s available-for-sale debt securities at April 30, 2025 were as follows:

The contractual maturities of the Company’s available-for-sale debt securities at January 31, 2025 were as follows:

	Fair Value
	(in thousands)
Within one year	$	1715,~~357~~585
After one year through five years		52,~~654~~592
After five years through ten years		~~813~~477
After ten years		2829
Total	$	2318,~~852~~683

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

	Unrealized Losses		Fair Value
	(in thousands)
January 31, 2025:
April 30, 2025:
U.S. Treasury bills and notes	$	4231	$	512,~~309~~455
Government sponsored enterprise notes		1		1,567
Corporate bonds		220		3,062
Corporate bonds		278		3,295
Total	$	251	$	15,517
Total	$	321	$	10,171
July 31, 2024:
U.S. Treasury bills and notes	$	66	$	12,936
Government sponsored enterprise notes		3		2,634
Corporate bonds		322		3,310
Total	$	391	$	18,880

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

	Unrealized Losses		Fair Value
	(in thousands)
January 31, 2025:
April 30, 2025:
U.S. Treasury bills and notes	$	2816	$	~~2,844~~271
Corporate bonds		~~261~~218		32,~~042~~984
Total	$	~~289~~234	$	53,~~886~~255
July 31, 2024:
U.S. Treasury bills and notes	$	60	$	4,827
Corporate bonds		307		3,209
Total	$	367	$	8,036

Note 7—Equity Investments

Equity investments consist of the following:

Schedule of Equity Investments

	January 31, 2025		July 31, 2024
	April 30, 2025		July 31, 2024
	(in thousands)
Zedge, Inc. Class B common stock, 42,282 shares at January 31, 2025 and July 31, 2024	$	115	$	153
Zedge, Inc. Class B common stock, 42,282 shares at April 30, 2025 and July 31, 2024	$	102	$	153
Rafael Holdings, Inc. Class B common stock, 278,810 shares at January 31, 2025 and July 31, 2024		574		416
Rafael Holdings, Inc. (“Rafael”) Class B common stock, 278,810 shares at April 30, 2025 and July 31, 2024		441		416
Other marketable equity securities		16106		70
Fixed income mutual funds		4,~~386~~538		4,370
Current equity investments	$	5,~~091~~187	$	5,009
Visa Inc. Series C Convertible Participating Preferred Stock (“Visa Series C Preferred”)	$	~~892~~902	$	695
Visa Inc. Series A Convertible Participating Preferred Stock (“Visa Series A Preferred”)		—		877
Convertible preferred stock—equity method investment		~~752~~258		1,338
Hedge funds		23,~~879~~019		2,883
Other		2,~~225~~725		725
Noncurrent equity investments	$	6,~~748~~904	$	6,518

15Howard S. 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. and the Chairman of the Board of Directors, Executive Chairman, Chief Executive Officer, and President of Rafael.

~~Howard S.~~In ~~Jonas~~June 2025, ~~the~~pursuant ~~Chairman~~to ~~of the Company and the Chairman of the Company~~Rafael’s ~~Board~~rights offering ofthat ~~Directors~~was isannounced ~~also~~on ~~the~~April ~~Vice-Chairman~~29, of2025, the ~~Board of~~Company ~~Directors~~purchased ~~of Zedge~~168,122 ~~Inc.~~shares ~~and the Chairman~~ of ~~the~~Rafael ~~Board~~Class ofB ~~Directors~~common ~~and~~stock ~~Executive~~for ~~Chairman~~an aggregate of $0.2 ~~Rafael Holdings, Inc~~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:

	2025		2024			2025		2024
	Three Months Ended January 31,					Six Months Ended January 31,
	Three Months Ended April 30,					Nine Months Ended April 30,
	2025		2024			2025		2024
	(in thousands)
Balance, beginning of period	$	1,~~027~~161	$	1,~~747~~719		$	964	$	1,632
Adjustment for observable transactions involving a similar investment from the same issuer		~~134~~10		~~202~~(25	)		~~197~~207		~~187~~162
Upward adjustment		—		—			—		130
Redemption		—		~~(230~~—	)		—		(230	)
Impairments		—		—			—		—
Balance, end of the period	$	1,~~161~~171	$	1,~~719~~694		$	1,~~161~~171	$	1,~~719~~694

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 addition, in the ~~three~~nine ~~and six~~ months ended ~~January~~ 31April 30, 2024, in connection with the acquisition of Regal Bancorp by SR Bancorp, the Company received cash of $0.2 million in exchange for ~~its~~ shares of Regal Bancorp common stock it held.

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

	2025		2024			2025		2024
	Three Months Ended January 31,					Six Months Ended January 31,
	Three Months Ended April 30,					Nine Months Ended April 30,
	2025		2024			2025		2024
	(in thousands)
Net gains (losses) recognized during the period on equity investments	$	~~396~~359	$	~~715~~(78	)	$	~~774~~1,133	$	(~~202~~280	)
Less: net gains recognized during the period on equity investments sold during the period		—		—			—		130
Unrealized gains (losses) recognized during the period on equity investments still held at the reporting date	$	~~396~~359	$	~~715~~(78	)	$	~~774~~1,133	$	(~~332~~410	)

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

	2025			2024			2025			2024
	Three Months Ended January 31,						Six Months Ended January 31,
	Three Months Ended April 30,						Nine Months Ended April 30,
	2025			2024			2025			2024
	(in thousands)
Unrealized gains (losses) recognized during the period on equity investments:
Unrealized (losses) gains recognized during the period on equity investments:
Rafael Class B common stock	$	58(134	)	$	9(61	)	$	~~158~~25		$	(53115	)
Zedge Class B common stock	$	(1512	)	$	57(36	)	$	(3851	)	$	4913
Equity securities unrealized gain loss	$	(1512	)	$	57(36	)	$	(3851	)	$	4913

Equity Method Investment

The Company has an investment in shares of convertible preferred stock of a communications company (the equity method investee, or “EMI”). As of both ~~January~~April 3130, 2025 and July 31, 2024, the Company’s ownership was 33.4% of the EMI’s outstanding shares on an as ~~converted~~ 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 the EMI but does not have a controlling interest.

The Company determined that on the dates of the acquisitions of the EMI’s shares, there were differences between its investment in the EMI and its proportional interest in the equity of the EMI of an aggregate of $8.2 million, which represented the share of the EMI’s customer list on the dates of the acquisitions attributed to the Company’s interest in the EMI. These basis differences are being amortized over the 6-year estimated life of the customer list. In the accompanying 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:

	2025			2024			2025			2024
	Three Months Ended January 31,						Six Months Ended January 31,
	Three Months Ended April 30,						Nine Months Ended April 30,
	2025			2024			2025			2024
	(in thousands)
Balance, beginning of period	$	~~1,231~~752		$	21,~~444~~932		$	1,338		$	2,784
Purchase of convertible preferred stock		—253			~~336~~504			~~673~~926			1,~~009~~513
Equity in the net loss of investee		(~~137~~405	)		(~~506~~529	)		(~~574~~978	)		(1,~~176~~704	)
Amortization of equity method basis difference		(342	)		(342	)		(~~685~~1,028	)		(~~685~~1,028	)
Balance, end of the period	$	~~752~~258		$	1,~~932~~565		$	~~752~~258		$	1,~~932~~565

In ~~February 2025, the Company purchased additional~~ ~~shares of the EMI’s convertible preferred stock for $0.3 million. Also in~~ February 2025, the Company entered into a loan agreement with the EMI for a revolving credit facility. The aggregate principal amount available under the facility is $2.0 million. The loans will incur interest at 12% per annum payable semiannually and are due and payable in February 2027. OnIn February 272025, the Company loaned the EMI $0.5 million under the revolving credit facility. In May 2025, the Company loaned the EMI an additional $0.54 million under the revolving credit facility.

Note 8—Fair Value Measurements

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

	Level 1 (1)		Level 2 (2)		Level 3 (3)			Total
	(in thousands)
January 31, 2025
April 30, 2025
Debt securities	$	1813,~~586~~802	$	54,~~266~~881	$	—		$	2318,~~852~~683
Equity investments included in current assets		5,~~091~~187		—		—			5,~~091~~187
Equity investments included in noncurrent assets		—		2,~~000~~500		~~892~~902			23,~~892~~402
Total	$	2318,~~677~~989	$	7,~~266~~381	$	~~892~~902		$	3127,~~835~~272
Acquisition consideration included in:
Other current liabilities	$	—	$	—	$	(~~217~~296	)	$	(~~217~~296	)
Other noncurrent liabilities		—		—		(~~689~~610	)		(~~689~~610	)
Total	$	—	$	—	$	(906	)	$	(906	)
July 31, 2024
Debt securities	$	16,585	$	6,853	$	—		$	23,438
Equity investments included in current assets		5,009		—		—			5,009
Equity investments included in noncurrent assets		—		1,377		695			2,072
Total	$	21,594	$	8,230	$	695		$	30,519
Acquisition consideration included in:
Other current liabilities	$	—	$	—	$	(222	)	$	(222	)
Other noncurrent liabilities		—		—		(684	)		(684	)
Total	$	—	$	—	$	(906	)	$	(906	)

(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 ~~both~~ ~~January~~April 3130, 2025 and July 31, 2024, the Company had $3.0 million and $2.9 million, respectively, in investments in hedge funds, which were included in noncurrent “Equity investments” in the accompanying 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):

	2025		2024			2025		2024
	Three Months Ended January 31,					Six Months Ended January 31,
	Three Months Ended April 30,					Nine Months Ended April 30,
	2025		2024			2025		2024
	(in thousands)
Balance, beginning of period	$	~~758~~892	$	1,~~248~~450		$	695	$	1,263
Total gains included in “Other income (expense), net”		134		202			197		187
Total gains (losses) included in “Other income (expense), net”		10		(25	)		207		162
Balance, end of period	$	~~892~~902	$	1,~~450~~425		$	~~892~~902	$	1,~~450~~425
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):

	2025		2024			2025		2024
	Three Months Ended January 31,					Six Months Ended January 31,
	Three Months Ended April 30,					Nine Months Ended April 30,
	2025		2024			2025		2024
	(in thousands)
Balance, beginning of period	$	906	$	4,~~588~~517		$	906	$	4,805
Payments		—		—(1,650	)		—		(~~214~~1,864	)
Total (gains) losses included in:
“Other operating expense (gain), net”		—		(73	)		—		(73	)
“Other operating expense, net”		—		—			—		(73	)
“Foreign currency translation adjustment”		—		2			—		(1	)
Interest expense included in “Interest income, net”		—		45			—		45
Balance, end of period	$	906	$	4,517		$	906	$	4,517
“Foreign currency translation adjustment”		—		—			—		(1	)
Balance, end of period	$	906	$	2,912		$	906	$	2,912
Change in unrealized gains or losses for the period included in earnings for liabilities held at the end of the period	$	—	$	—		$	—	$	—

In the ~~six~~nine months ended ~~January~~April 3130, 2024, the Company paid an aggregate of $01.29 million ~~for~~in contingent consideration related to a prior acquisition, which included 2,679 shares of the Company’s Class B common stock with an issue date value of $0.1 million. In addition, in the nine ~~three and six~~ months ended ~~January~~April 3130, 2024, the Company recorded a gain on the write-off of a contingent consideration payment obligation, which was included in “Other operating expense ~~(gain)~~, net” in the accompanying consolidated statements of income.

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~~ Cash and cash equivalents, restricted cash and cash equivalents, settlement assets, disbursement prefunding, other current assets, ~~customer~~ customer funds deposits, settlement liabilities, and other current liabilities. At ~~January~~April 3130, 2025 and July 31, 2024, the carrying ~~amount~~ amount of these assets and liabilities approximated fair value because of the short period of time to maturity. The fair value estimates ~~for~~ 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~~ Other assets and other liabilities. At ~~January~~April 3130, 2025 and July 31, 2024, 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 athe ~~VIE~~Disbursement ~~that~~Payments ~~processes disbursement payments~~VIE. The Company determined that, effective May 31, 2021, it had the power to direct the activities of the Disbursement Payments VIE that most significantly impact its economic performance, and the Company 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. As a result, the Company consolidates the Disbursement Payments VIE. The Company does not currently own any 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 consolidated statements of income.

The Disbursement Payments VIE’s net income ~~(loss)~~ and aggregate funding provided by (repaid to) the Company were as follows:

	2025		2024			2025		2024
	Three Months Ended January 31,					Six Months Ended January 31,
	Three Months Ended April 30,					Nine Months Ended April 30,
	2025		2024			2025		2024
	(in thousands)
Net income (loss) of the VIE	$	12	$	(107	)	$	350	$	(26	)
Net income of the Disbursement Payments VIE	$	187	$	301		$	537	$	275
Aggregate funding provided by the Company, net	$	204	$	123		$	259	$	237
Aggregate funding provided by (repaid to) the Company, net	$	109	$	(110	)	$	368	$	127

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

	January 31, 2025			July 31, 2024
	April 30, 2025			July 31, 2024
	(in thousands)
Assets:
Cash and equivalents	$	32,~~139~~913		$	2,626
Restricted cash		1412,~~465~~597			7,426
Trade accounts receivable, net		~~472~~176			74
Disbursement prefunding		1,~~132~~425			2,587
Prepaid expenses		~~356~~233			258
Other current assets		~~233~~238			294
Property, plant, and equipment, net		~~185~~195			179
Other intangibles, net		~~508~~470			584
Total assets	$	2018,~~490~~247		$	14,028
Liabilities and noncontrolling interests:
Trade accounts payable	$	~~409~~—		$	4
Accrued expenses		~~273~~209			124
Customer funds deposits		1412,~~523~~421			9,195
Due to the Company		~~500~~609			241
Accumulated other comprehensive (loss) income		(2	)		27
Accumulated other comprehensive income		34			27
Noncontrolling interests		4,~~787~~974			4,437
Total liabilities and noncontrolling interests	$	2018,~~490~~247		$	14,028

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 other consolidated entities.

19Note 10—Other Operating Expense, Net

Note 10—Other Operating (Expense) Gain, Net

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

	2025			2024			2025			2024
	Three Months Ended January 31,						Six Months Ended January 31,
	Three Months Ended April 30,						Nine Months Ended April 30,
	2025			2024			2025			2024
	(in thousands)
Corporate—Straight Path Communications Inc. class action legal fees	$	(6—	)	$	(23,~~552~~157	)	$	(67	)	$	(25,~~764~~921	)
Corporate—Straight Path Communications Inc. class action insurance claims		—			~~2,186~~—			—			2,869
Corporate—other		—			—			—			12
net2phone—write-off of equipment		(188	)		—			(188	)		—
Fintech—write-off of intangible asset		—			(74	)		—			(74	)
net2phone—write-off of contingent consideration liability		—			73			—			73
net2phone—write-off of equipment		(212	)		—			(400	)		—
Traditional Communications—other		(33	)		(1	)		(33	)		—
net2phone—write-off of contingent consideration liability		—			—			—			73
Total other operating (expense) gain, net	$	(227	)	$	(294	)	$	(227	)	$	190
Traditional Communications—other		37			—			4			—
Total other operating expense, net	$	(175	)	$	(3,231	)	$	(403	)	$	(3,041	)

Straight Path Communications Inc. Class Action

As discussed in Note 16, the Company (as well as other defendants) was named in a class action on behalf of the stockholders of the Company’s former subsidiary, Straight Path Communications Inc. (“Straight Path”). The Company incurred legal fees and recorded offsetting gains from insurance claims related to this action ~~in the three and six months ended January 31, 2024~~. In fiscal 2024, the Company received the final payment from its insurance policy for these claims. On October 3, 2023, the Court of Chancery of the State of Delaware dismissed all claims against the Company, and found that, contrary to the plaintiffs’ allegations, the class suffered no damages. On January 14, 2025, the plaintiff filed a notice of appeal of the Final Order and Judgment to the Supreme Court of the State of Delaware to appeal the Final Order and Judgment. On April 22, 2025, the Company filed its answering brief to the appeal. The Supreme Court of the State of Delaware has scheduled oral argument for July 2025.

Write-off of Contingent Consideration Liability

In the ~~three~~nine ~~and six~~ months ended ~~January~~April 3130, 2024, the Company recognized a gain on the write-off of a contingent consideration payment ~~obligation~~ obligation in its net2phone segment.

Note 11—Revolving Credit Facility

The Company’s subsidiary, IDT Telecom, Inc. (“IDT Telecom”), entered into a credit agreement, dated as of May 17, 2021, with TD Bank, N.A. for a revolving credit facility for up to a maximum principal amount of $25.0 million. As of July 15, 2024 and July 28, 2023, IDT Telecom and TD Bank, N.A. amended certain terms of the credit agreement. IDT Telecom may use the proceeds to finance working capital requirements and for certain closing costs of the facility. At ~~January~~April 3130, 2025 and July 31, 2024, there were no amounts outstanding under this facility. In the ~~six~~nine months ended ~~January~~April 3130, 2025 and 2024, IDT Telecom borrowed and repaid an aggregate of $24.56 million and $3032.69 million, respectively, under the facility. The revolving credit facility is secured by primarily all of IDT Telecom’s assets. The principal outstanding bears interest per annum at the secured overnight financing rate published by the Federal Reserve Bank of New York plus 10 basis points, plus depending upon IDT Telecom’s leverage ratio as computed for the most recent fiscal quarter, 125 to 175 basis points. Interest is payable monthly, and all outstanding principal and any accrued and unpaid interest is due on May 16, 2026. IDT Telecom pays a quarterly unused commitment fee of 10 basis points on the average daily balance of the unused portion of the $25.0 million commitment. 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~~April 3130, 2025 and July 31, 2024, IDT Telecom was in compliance with all of the covenants.

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 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:

	2025		2024		2025		2024
	Three Months Ended January 31,				Six Months Ended January 31,
	Three Months Ended April 30,				Nine Months Ended April 30,
	2025		2024		2025		2024
	(in thousands)
Net income of NRS attributable to the mezzanine equity’s noncontrolling interest	$	~~189~~129	$	~~114~~98	$	~~327~~456	$	~~221~~319

Note 13—Equity

Dividend Payments

In ~~the~~March ~~six months ended January 31,~~ 2025, the Company’s ~~paid~~Board ~~aggregate~~of ~~cash~~Directors ~~dividends~~increased ofthe ~~$0.10~~Company’s ~~per~~quarterly ~~share~~cash dividend on the Company’s Class A and Class B common stock to $0.06 per share from $0.05 per share. In the ~~six~~nine months ended ~~January~~April 3130, 2025 and 2024, the Company paid aggregate cash dividends of $20.516 ~~million~~and $0.05 Inper ~~March~~share, ~~2025~~respectively, on the Company’s ~~Board~~Class ofA ~~Directors~~and ~~increased~~Class ~~the~~B ~~Company’s~~common ~~quarterly~~stock. ~~cash~~In ~~dividend~~the onnine ~~the~~months ~~Company’s~~ended ~~Class~~April A30, 2025 and ~~Class~~2024, Bthe ~~common~~Company ~~stock~~paid toaggregate cash dividends of $04.060 ~~per~~million ~~share~~and ~~from~~ $01.053 ~~per~~million, ~~share~~respectively.

In May 2025, the Company’s Board of Directors declared a cash dividend on the Company’s Class A and Class B common stock of $0.06 per share payable on or about June 18, 2025 to stockholders of record on June 9, 2025.

Deferred Stock Units Equity Incentive Program

On November 30, 2022, the Company adopted an equity incentive program (under its 2015 Stock Option and Incentive Plan) in the form of grants of deferred stock units (“DSUs”) that, upon vesting, entitled the grantees to receive shares of the Company’s Class B common stock. The number of shares issuable on each vesting date varies between 50% to 200% of the number of DSUs that vested on that vesting date, depending on the market price for the underlying Class B common stock on the vesting date relative to the base price approved by the Compensation Committee of the Company’s Board of Directors of $25.45 per share (which was based on the market price at the time of the initial grants under this program). On February 25, 2025, in accordance with the program and based on certain elections made by grantees, the Company issued 276,960 shares of its Class B common stock for vested DSUs.

Exchange of NRS Equity for Shares of the Company’s Class B Common Stock and Cash

In June 2024, the Company initiated a tender offer to purchase 10% of each qualified holder’s outstanding DSUs that are to be settled in shares of NRS common stock (“NRS DSUs”) in exchange for cash or shares (depending on the number of NRS DSUs held by each holder) of the Company’s Class B common stock. In July 2024, certain qualified holders tendered and sold NRS DSUs to the Company, and, as a condition of the tender offer, each NRS DSU seller granted to the Company an option, exercisable in the Company’s sole discretion for a period of one year, to purchase additional NRS DSUs at the same purchase price. In addition, in July 2024, certain holders of shares of NRS’ Class B common stock sold shares to the Company, and, each of these sellers granted to the Company an option, exercisable in the Company’s sole discretion for a period of one year, to purchase additional shares of NRS’ Class B common stock with the purchase price to be paid in shares of the Company’s Class B common stock with a value based on an average closing price of the Company’s Class B common stock at the time of the exercise notice.

In April 2025, the Company exercised its rights and purchased an aggregate of 209,317 additional NRS DSUs and 142,500 additional shares of NRS’ Class B common stock. The NRS DSUs and shares represented an aggregate of 0.2% of NRS’ outstanding capital stock on a fully diluted basis. The NRS DSUs and shares were exchanged for an aggregate of 17,584 shares of the Company’s Class B common stock that were issued in April 2025, and cash of $0.1 million, with an aggregate value of $1.0 million based on agreed-upon valuations of the NRS DSUs and NRS Class B common stock and the average price of the Company’s Class B common stock during the 10 days immediately before the notice of the additional exercise. The Company accounted for the exchange of NRS’ Class B common stock for shares of the Company’s Class B common stock as an equity transaction and recorded a decrease in “Noncontrolling interests” and an increase in “Additional paid-in capital” of $33,000, based on the carrying amount of the 0.1% noncontrolling interest in NRS. The Company accounted for the exchange of NRS’ DSUs for shares of the Company’s Class B common stock and cash as compensation expense and recorded stock-based compensation expense of $0.5 million based on the closing price of the shares of the Company’s Class B common stock on the date prior to the date that the shares were issued plus the cash paid.

In January 2024, three management employees of NRS exchanged shares of NRS’ Class B common stock that they held for shares of the Company’s Class B common stock with an equal value. The NRS shares in the exchange represented an aggregate of 1.25% of NRS’ outstanding shares (1.21% on a fully diluted basis), which were exchanged for an aggregate of 192,433 shares of the Company’s Class B common stock. The Company accounted for the exchange as an equity transaction and recorded a decrease in “Noncontrolling interests” and an increase in “Additional paid-in capital” of $0.1 million, based on the carrying amount of the 1.25% noncontrolling interest in NRS.

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~~nine months ended ~~January~~April 3130, 2025, the Company repurchased ~~217~~221,~~052~~823 shares of its Class B common stock for an aggregate purchase price of $910.91 million. In the ~~six~~nine months ended ~~January~~April 3130, 2024, the Company repurchased ~~135~~204,~~261~~107 shares of its Class B common stock for an aggregate purchase price of $35.27 million. At ~~January~~April 3130, 2025, 4.2 million shares remained available for repurchase under the stock repurchase program.

In the ~~six~~nine months ended ~~January~~April 3130, 2025 and 2024, the Company paid $17.57 million and $151.5 million,~~000,~~ respectively, to repurchase 32157,~~022~~180 and ~~654~~ 41,994 shares, respectively, of the Company’s Class B common stock that were tendered by employees of the Company to satisfy the employees’ tax withholding obligations in connection with the vesting of DSUs, the lapsing of restrictions on restricted stock and shares issued for bonus payments. Such shares were repurchased by the Company based on their fair market value as of the close of business on the trading day immediately prior to the vesting date.

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 fiscal 2024, two of these milestones were achieved, for which the Company issued to Mr. Pereira 39,155 shares of its Class B common stock in the ~~third~~three ~~quarter~~months ofended ~~fiscal~~ April 30, 2024 with an issue date value of $1.5 million~~. In October 2024~~, and the Company issued to Mr. Pereira 39,155 shares of its Class B common stock in the three months ended October 31, 2024 with an issue date value of $1.8 million. In the three months ended April 30, 2025, the Company accrued $1.0 million in connection with the achievement of ~~one~~an ofadditional ~~these milestones~~milestone.

Exchange of NRS Shares for Shares of the Company’s Class B Common Stock

Restricted net2phone 2.0 Common Stock Repurchased from Employees

In January 2024, the restrictions lapsed on the 0.5 million restricted shares of net2phone 2.0 Class B common stock that were granted in December 2020 to each of Howard S. Jonas and Shmuel Jonas, the Company’s Chief Executive Officer. In addition, in January 2024, Bill Pereira was granted 50,000 shares of net2phone 2.0 Class B common stock in connection with the agreement described above. The Company repurchased a portion of these shares representing an aggregate of 4.5% of the outstanding shares of net2phone 2.0 with an aggregate fair value of $3.6 million to satisfy the grantees’ tax withholding obligations in connection with the lapsing of restrictions on restricted stock or the grant of shares. The fair value per share of the net2phone 2.0 Class B common stock was based on a valuation of the business enterprise using a market approach and income approach. The Company recorded an increase in “Noncontrolling interests” of $53,000 and a decrease in “Additional paid-in capital” of $3.61 million for the purchase of the shares.

Deferred Stock Units Equity Incentive Program

On November 30, 2022, the Company adopted an equity incentive program (under its 2015 Stock Option and Incentive Plan) in the form of grants of deferred stock units (“DSUs”) that, upon vesting, entitled the grantees to receive shares of the Company’s Class B common stock. The number of shares issuable on each vesting date varied between 50% to 200% of the number of DSUs that vested on that vesting date, depending on the market price for the underlying Class B common stock on the vesting date relative to the base price approved by the Compensation Committee of the Company’s Board of Directors of $25.45 per share (which was based on the market price at the time of the initial grants under this program). On February 25, 2025, in accordance with the program and based on certain elections made by grantees, the Company issued 276,960 shares of its Class B common stock for vested DSUs, which was the final vesting date under this program.

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:

2025

2024

2025

2024

Three Months Ended January 31,

Six Months Ended January 31,

Three Months Ended April 30,

Nine Months Ended April 30,

2025

2024

2025

2024

(in thousands)

Basic weighted-average number of shares

25,~~161~~165

25,~~175~~345

25,~~182~~177

25,~~176~~233

Effect of dilutive securities:

Stock options

—

Non-vested restricted Class B common stock

~~163~~84

~~142~~171

~~161~~135

~~120~~146

Diluted weighted-average number of shares

25,~~324~~249

25,~~317~~516

25,~~343~~312

25,~~297~~380

There were no shares excluded from the calculation of diluted earnings per share in the three and ~~six~~nine months ended ~~January~~April 3130, 2025 and 2024.

Note 15—Accumulated Other Comprehensive Loss

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

	Unrealized Loss on Available-for-Sale Securities			Foreign Currency Translation			Accumulated Other Comprehensive Loss
	(in thousands)
Balance, July 31, 2024	$	(380	)	$	(17,762	)	$	(18,142	)
Other comprehensive income (loss) attributable to IDT Corporation		72131			(1,~~529~~801	)		(1,~~457~~670	)
Balance, January 31, 2025	$	(308	)	$	(19,291	)	$	(19,599	)
Balance, April 30, 2025	$	(249	)	$	(19,563	)	$	(19,812	)

Note 16—Commitments and Contingencies

Legal Proceedings

On July 5, 2017, plaintiff JDS1, LLC, on behalf of itself and all other similarly situated stockholders of Straight Path, and derivatively on behalf of Straight Path as nominal defendant, filed a putative class action and derivative complaint in the Court of Chancery of the State of Delaware (the “Court of Chancery”) against the Company, The Patrick Henry Trust (a trust formed by Howard S. Jonas that held record and beneficial ownership of certain shares of Straight Path he formerly held), Howard S. Jonas, and each of Straight Path’s directors. The complaint alleged that the Company aided and abetted Straight Path Chairman of the Board and Chief Executive Officer Davidi Jonas, and Howard S. Jonas in his capacity as controlling stockholder of Straight Path, in breaching their fiduciary duties to Straight Path in connection with the settlement of claims between Straight Path and the Company related to potential indemnification claims concerning Straight Path’s obligations under the Consent Decree it entered into with the Federal Communications Commission (“FCC”), as well as the sale of Straight Path’s subsidiary Straight Path IP Group, Inc. to the Company in connection with that settlement. That action was consolidated with a similar action that was initiated by The Arbitrage Fund. The Plaintiffs sought, among other things, (i) a declaration that the action may be maintained as a class action or in the alternative, that demand on the Straight Path Board is excused; (ii) that the term sheet is invalid; (iii) awarding damages for the unfair price stockholders received in the merger between Straight Path and Verizon Communications Inc. for their shares of Straight Path’s Class B common stock; and (iv) ordering Howard S. Jonas, Davidi Jonas, and the Company to disgorge any profits for the benefit of the class Plaintiffs. On August 28, 2017, the Plaintiffs filed an amended complaint. The trial was held in August and December 2022, and closing arguments were presented on May 3, 2023. On October 3, 2023, the Court of Chancery issued a Memorandum Decision (the “Post-Trial Decision”) dismissing all claims against the Company, and finding that, contrary to the plaintiffs’ allegations, the class suffered no damages. On July 22, 2024, oral argument was held in the Court of Chancery on the plaintiff’s post-trial application for attorney’s fees. On October 29, 2024, the Court of Chancery issued a Memorandum Opinion denying plaintiff’s request for attorney’s fees (the “Attorney’s Fee Decision”). On December 16, 2024, the Court of Chancery issued a Final Order and Judgment, embodying the Post-Trial Decision and Attorney’s Fee Decision. On January 14, 2025, the plaintiff filed a notice of appeal of the Final Order and Judgment to the Supreme Court of the State of Delaware to appeal the Final Order and Judgment. On April 22, 2025, the Company filed its answering brief to the appeal. The Supreme Court of the State of Delaware has scheduled oral argument for July 2025.

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~~April 3130, 2025 and July 31, 2024, the Company’s accrued expenses included $2321.13 million and $25.9 million, respectively, for FCC-related regulatory fees for the year covered by the audit, as well as prior and subsequent years.

Purchase Commitments

At ~~January~~April 3130, 2025, the Company had purchase commitments of $016.80 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~~April 3130, 2025 and July 31, 2024, the Company had aggregate performance bonds outstanding of $34.19 million and $32.4 million, respectively.

Note 17—Other Income (Expense), Net

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

Schedule of Other Income (Expense), Net

	2025			2024			2025			2024
	Three Months Ended January 31,						Six Months Ended January 31,
	Three Months Ended April 30,						Nine Months Ended April 30,
	2025			2024			2025			2024
	(in thousands)
Foreign currency transaction gains (losses)	$	~~284~~2,925		$	(2,~~510~~302	)	$	~~419~~3,344		$	(~~989~~3,291	)
Equity in net loss of investee		(~~479~~747	)		(~~848~~871	)		(12,~~259~~006	)		(12,~~861~~732	)
Gains (losses) on investments, net		~~396~~359			~~715~~(78	)		~~774~~1,133			(~~202~~280	)
Other		671			~~157~~(22	)		~~(10~~62	)		(123	)
Total other income (expense), net	$	~~207~~2,608		$	2(3,~~534~~273	)	$	~~(76~~2,533	)	$	(36,~~053~~326	)

Note 18—Income Taxes

As of ~~January~~April 3130, 2025, the Company’s best estimate of the effective tax rate expected to be applicable for fiscal 2025 was 25.65% ~~compared~~ compared to 28.2% at July 31, 2024. The change in the estimated effective tax rate was mainly due to differences in the amount of taxable ~~income~~ income earned in the various taxing jurisdictions.

~~Note 19—Recently Issued Accounting Standards Not Yet Adopted~~23

Note 19—Defined Contribution Plan

The Company maintains a 401(k) Plan available to all U.S.-based employees meeting certain eligibility criteria. The plan permits participants to contribute up to the maximum amount allowed by law. The plan provides for discretionary matching contributions that vest over the first five years of employment. The Company contributed cash of $1.1 million in the three and nine months ended April 30, 2025 and 2024 to the Company’s 401(k) Plan for matching contributions.

Note 20—Recently Issued Accounting Standards Not Yet Adopted

In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40), to improve the disclosures about an entity’s expenses including more detailed information about the types of expenses in commonly presented expense captions. At each interim and annual reporting period, entities will disclose in tabular format disaggregating information about prescribed categories underlying relevant income statement captions, as well as the total amount of selling expense and a description of the composition of its selling expense. The Company will adopt the amendments in this ASU for its fiscal year beginning on August 1, 2027. The Company is evaluating the impact that this ASU will have on its consolidated financial statements.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740), Improvements to Income Tax Disclosures, primarily related to the rate reconciliation and income taxes paid disclosures as well as certain other amendments to income tax disclosures. Entities will be required on an annual basis to consistently categorize and provide greater disaggregation of rate reconciliation information and further disaggregate their income taxes paid. The Company will adopt the amendments in this ASU for its fiscal year beginning on August 1, 2025. The amendments in this ASU should be applied on a prospective basis, although retrospective application is permitted. The Company is evaluating the impact that this ASU will have on its consolidated financial statements.

In December 2023, the FASB issued ASU No. 2023-08, Intangibles-Goodwill and Other-Crypto Assets (Subtopic 350-60), Accounting for and Disclosure of Crypto Assets, that changes the accounting for crypto assets from a cost-less-impairment model to fair value, with changes recognized in net income each reporting period. The ASU also requires enhanced disclosures including, among other things, the name, cost basis, fair value, and number of units for each significant holding, and a rollforward of annual activity including additions, dispositions, gains, and losses. The Company will adopt the amendments in this ASU for its fiscal year beginning on August 1, 2025. The ASU requires a cumulative-effect adjustment to the opening balance of retained earnings as of adoption. The Company is evaluating the impact that this ASU will have 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 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 our Annual Report on Form 10-K for the fiscal year ended July 31, 2024 (or our 2024 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 our 2024 Form 10-K and Item 1A to Part II “Risk Factors” of this Quarterly Report. 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 our 2024 Form 10-K.

Recently Issued Accounting Standards Not Yet Adopted

In November 2024, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, No. 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40), to improve the disclosures about an entity’s expenses including more detailed information about the types of expenses in commonly presented expense captions. At each interim and annual reporting period, entities will disclose in tabular format disaggregating information about prescribed categories underlying relevant income statement captions, as well as the total amount of selling expense and a description of the composition of its selling expense. We will adopt the amendments in this ASU for our fiscal year beginning on August 1, 2027. We are evaluating the impact that this ASU will have on our consolidated financial statements.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740), Improvements to Income Tax Disclosures, primarily related to the rate reconciliation and income taxes paid disclosures as well as certain other amendments to income tax disclosures. Entities will be required on an annual basis to consistently categorize and provide greater disaggregation of rate reconciliation information and further disaggregate their income taxes paid. We will adopt the amendments in this ASU for our fiscal year beginning on August 1, 2025. The amendments in this ASU should be applied on a prospective basis, although retrospective application is permitted. We are evaluating the impact that this ASU will have on our consolidated financial statements.

In December 2023, the FASB issued ASU No. 2023-08, Intangibles-Goodwill and Other-Crypto Assets (Subtopic 350-60), Accounting for and Disclosure of Crypto Assets, that changes the accounting for crypto assets from a cost-less-impairment model to fair value, with changes recognized in net income each reporting period. The ASU also requires enhanced disclosures including, among other things, the name, cost basis, fair value, and number of units for each significant holding, and a rollforward of annual activity including additions, dispositions, gains, and losses. We will adopt the amendments in this ASU for our fiscal year beginning on August 1, 2025. The ASU requires a cumulative-effect adjustment to the opening balance of retained earnings as of adoption. We are evaluating the impact that this ASU will have 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~~April 3130, 2025, 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 81.56% 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 90.2% of the equity of net2phone 2.0 and 79.35% of the equity of NRS.

Reclassification

From and after February 1, 2024, we reclassified most of our technology and development expenses from “Selling, general and administrative” expense to a new “Technology and development” expense caption in the consolidated statements of income and reclassified an amount that was immaterial in all periods to “Direct cost of revenues.” The following table shows the amounts that were reclassified in the three and six months ended January 31, 2024 to conform to the current period’s presentation:

	Three Months Ended January 31, 2024		Six Months Ended January 31, 2024
	(in millions)
Selling, general and administrative expense reclassified to:
Direct cost of revenues	$	0.5	$	0.9
Technology and development expense	$	12.9	$	25.3

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, and recurring revenue, ● for net2phone, seats and subscription revenue, and ● for Traditional Communications, minutes of use.

● for net2phone, seats and subscription revenue, and

● for Traditional Communications, minutes of use.

NRS uses two key metrics to measure the size of its customer base: 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. NRS’ recurring revenue is NRS’ revenue in accordance with accounting principles generally accepted in the United States of America, or U.S. GAAP, excluding its revenue from POS terminal sales.

net2phone’s cloud communications offerings are priced on a per-seat basis, with customers paying based on the number of users in their organization. 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.

26Three and Nine Months Ended April 30, 2025 Compared to Three and Nine Months Ended April 30, 2024

Three and Six Months Ended January 31, 2025 Compared to Three and Six Months Ended January 31, 2024

National Retail Solutions Segment

NRS, which represented 10.93% and 8.56% of our total revenues in the three months ended ~~January~~April 3130, 2025 and 2024, respectively, and 10.3% and 8.24% of our total revenues in the ~~six~~nine months ended ~~January~~April 3130, 2025 and 2024, respectively, is an operator of a nationwide POS network providing independent retailers with 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.

	Three months ended January 31,						Change						Six months ended January 31,						Change
	Three months ended April 30,						Change						Nine months ended April 30,						Change
	2025			2024			$/#			%			2025			2024			$/#			%
	(in millions)
Revenues:
Recurring	$	3129.64		$	2324.90		$	75.74			3222.39	%	$	6090.50		$	4670.32		$	1419.28			3028.92	%
Other		1.47			1.37			~~0.1~~—			1(2.9	)		24.85			24.97			(0.12	)		(54.76	)
Total revenues		3331.01			25.27			75.84			3021.71			6394.35			4974.29			1419.16			2826.71
Direct cost of revenues		(2.7	)		(23.76	)		—(0.9	)		(124.73	)		(58.42	)		(69.05	)		(01.63	)		(914.07	)
Gross profit		3028.34			22.51			76.83			3428.74			5786.93			4365.24			1420.79			3332.90
Selling, general and administrative		(1920.0	)		(15.36	)		34.74			2427.68			(3858.0	)		(2844.85	)		913.25			3130.84
Technology and development		(2.2	)		(1.97	)		0.35			1432.45			(46.24	)		(35.63	)		01.61			1520.17
Income from operations	$	96.12		$	54.38		$	31.84			7029.63	%	$	1521.79		$	1015.86		$	46.93			4540.6	%
Gross margin percentage		91.83	%		8986.1	%		25.72	%					91.4	%		87.93	%		34.51	%

		January 31,				Change
	April 30,				Change
	2025	~~2025~~	2024	~~2024~~	#	#	%	%
	(in thousands)	~~(in thousands)~~
Active POS terminals		3435.86		2830.73		65.13		2118	%
Payment processing accounts		2325.95		1819.25		56.70		3231	%

Revenues. Revenues increased in the three and six months ended January 31, 2025 compared to the similar periods in fiscal 2024 driven primarily by revenue growth from NRS’ merchant services, as well as the expansion of NRS’ POS network.26

~~Direct Cost of~~ Revenues. Revenues ~~Direct~~increased ~~cost of revenues decreased~~ in the three and ~~six~~nine months ended ~~January~~April 3130, 2025 compared to the similar periods in fiscal 2024 driven primarily by ~~due~~revenue togrowth ~~the~~from ~~decreases~~NRS’ inmerchant ~~the~~services, ~~direct~~as ~~costs~~well as the expansion of NRS’ POS ~~terminal sales~~network.

Direct ~~Selling,~~Cost ~~General~~of ~~and Administrative~~Revenues. ~~Selling,~~Direct ~~general~~cost ~~and~~of ~~administrative~~revenues ~~expense~~decreased ~~increased~~ in the three and nine months ended ~~January~~April 3130, 2025 compared to the similar ~~period~~ periods in fiscal 2024 primarily due to ~~increases~~the indecreases ~~sales commissions, employee compensation, and bad debt expense. Selling, general and administrative expense increased~~ in the ~~six~~direct ~~months~~costs ended January 31, 2025 compared to the similar period in fiscal 2024 primarily due to increases in sales commissions, employee compensation, legal fees, marketing expense, and bad debt expense. As a percentage of NRS’ ~~revenue,~~POS ~~NRS’~~terminal ~~selling, general and administrative expense decreased to 57~~sales.~~6% from 60.4% in the three months ended January 31, 2025 and 2024, respectively, and increased to 60.0% from 58.6% in the six months ended January 31, 2025 and 2024, respectively.~~

Selling, ~~Technology~~General and ~~Development~~Administrative. ~~Technology~~Selling, general and ~~development~~administrative expense increased in the three and ~~six~~nine months ended ~~January~~April 3130, 2025 compared to the similar periods in fiscal 2024 primarily due to increases in ~~employee~~sales commissions, bad debt expense, employee compensation, and ~~depreciation~~stock-based compensation. The increase in bad debt expense was related to a large programmatic advertising partner. As a percentage of NRS’ revenue, NRS’ selling, general and ~~amortization~~administrative expense increased to 64.2% from 60.9% in the three months ended April 30, 2025 and 2024, ~~partially~~respectively, ~~offset~~and byincreased ato ~~decrease~~61.4% from 59.4% in ~~consulting~~the ~~expense~~nine months ended April 30, 2025 and 2024, respectively.

Technology and Development. Technology and development expense increased in the three and nine months ended April 30, 2025 compared to the similar periods in fiscal 2024 primarily due to increases in employee compensation and depreciation and amortization expense, partially offset by a decrease in consulting expense.

Fintech Segment

Fintech, which represented 12.18% and 910.45% of our total revenues in the three months ended ~~January~~April 3130, 2025 and 2024, respectively, and 12.13% ~~and~~ and 9.16% of our total revenues in the ~~six~~nine months ended ~~January~~April 3130, 2025 and 2024, respectively, is comprised of: (i) BOSS Money, a ~~provider~~ provider of international money remittance and related value/payment transfer services; and (ii) other, significantly smaller, financial services businesses, including a variable interest entity, or VIE, that processes disbursement payments, or the Disbursement Payments VIE, and IDT Financial Services Limited, or IDT Financial Services, ~~our~~a Gibraltar-based bank.

	Three months ended January 31,						Change						Six months ended January 31,						Change
	Three months ended April 30,						Change						Nine months ended April 30,						Change
	2025			2024			$/#			%			2025			2024			$/#			%
	(in millions)	~~(in millions)~~
Revenues:
BOSS Money	$	3334.54		$	2527.06		$	86.58			3324.87	%	$	67101.26		$	4976.39		$	1724.97			3632.42	%
Other		34.32			3.09			0.3			137.10			610.79			59.32			1.47			2718.36
Total revenues		3638.86			2831.05			87.81			3122.65			73112.95			5486.61			1926.34			3530.57
Direct cost of revenues		(1516.10	)		(1114.92	)		31.28			2712.36			(3046.67	)		(2337.79	)		68.98			2923.83
Gross profit		2122.76			1617.13			5.63			3430.86			4365.38			3048.92			1217.46			3936.96
Selling, general and administrative		(16.31	)		(1415.3	)		2.0.8			135.82			(3248.4	)		(2843.57	)		34.97			1310.6
Technology and development		(2.32	)		(2.5	)		(0.23	)		(811.19	)		(4.6.8	)		(47.51	)		(0.13	)		0.(4.0	)
Income (loss) from operations	$	3.1		$	(0.7	)	$	3.8			520.7	%	$	6.3		$	(2.1	)	$	8.4			398.8	%
Other operating expense		—			(0.1	)		(0.1	)		(100.0	)		—			(0.1	)		(0.1	)		(100.0	)
Gross margin percentage		58.9	%		57.5	%		1.4	%					58.5	%		56.7	%		1.8	%
Income (loss) from operations	$	4.3		$	(0.6	)	$	4.9			879.3	%	$	10.6		$	(2.7	)	$	13.3			498.2	%
Gross margin percentage		58.5	%		54.9	%		3.6	%					58.5	%		56.0	%		2.5	%

Revenues. Revenues from BOSS Money increased in the three and nine months ended April 30, 2025 compared to the similar periods in fiscal 2024 primarily because of increased transactions at BOSS Money, which included increases in both its digital and retail channel transactions.

Direct Cost of Revenues. Direct cost of revenues increased in the three and nine months ended April 30, 2025 compared to the similar periods in fiscal 2024 primarily due to an increase in BOSS Money’s direct cost of revenues, which reflected the increase in BOSS Money’s revenue.

Selling, General and Administrative. Selling, general and administrative expense increased in the three and nine months ended April 30, 2025 compared to the similar periods in fiscal 2024 primarily due to increases in debit and credit card processing charges, employee compensation, and bank fees. The increase in card processing charges was the result of increased credit and debit card transactions through our BOSS Money app and other digital channels. As a percentage of Fintech’s revenue, Fintech’s selling, general and administrative expense decreased to 41.5% from 48.4% in the three months ended April 30, 2025 and 2024, respectively, and to 43.0% from 50.8% in the nine months ended April 30, 2025 and 2024, respectively.

~~Revenues~~Technology and Development. ~~Revenues from~~Technology ~~BOSS~~and ~~Money~~development ~~increased~~expense decreased in the three and ~~six~~nine months ended ~~January~~April 3130, 2025 compared to the similar periods in fiscal 2024 primarily ~~because~~due ofto ~~increased~~decreases ~~transaction volume at BOSS Money, which included increases~~ in ~~both~~employee ~~its~~compensation ~~digital and retail channels~~expense. ~~BOSS Money continues to expand to new destinations and to build out its extensive payout network in destination markets.~~

Direct Cost of Revenues. Direct cost of revenues increased in the three and six months ended January 31, 2025 compared to the similar periods in fiscal 2024 primarily due to an increase in BOSS Money’s direct cost of revenues, which was due to the increase in BOSS Money’s revenue.

Selling, General and Administrative. Selling, general and administrative expense increased in the three and six months ended January 31, 2025 compared to the similar periods in fiscal 2024 primarily due to increases in debit and credit card processing charges, employee compensation, and bank fees. The increase in card processing charges was the result of increased credit and debit card transactions through our BOSS Money app and other digital channels. As a percentage of Fintech’s revenue, Fintech’s selling, general and administrative expense decreased to 44.2% from 51.2% in the three months ended January 31, 2025 and 2024, respectively, and to 43.8% from 52.2% in the six months ended January 31, 2025 and 2024, respectively.

Technology and Development. Technology and development expense decreased in the three months ended January 31, 2025 compared to the similar period in fiscal 2024 primarily due to a decrease in employee compensation expense. Technology and development expense increased in the six months ended January 31, 2025 compared to the similar period in fiscal 2024 primarily due to increases in depreciation and amortization expense and cloud services expense, partially offset by a decrease in employee compensation.

net2phone Segment

The net2phone segment, which represented 7.13% and 6.9% of our total revenues in the three months ended ~~January~~April 3130, 2025 and 2024, respectively, and 7.01% and 6.8% of our total revenues in the ~~six~~nine months ended ~~January~~April 3130, 2025 and 2024, respectively, is comprised of net2phone’s integrated cloud communications and contact center services.

	Three months ended January 31,						Change						Six months ended January 31,						Change
	Three months ended April 30,						Change						Nine months ended April 30,						Change
	2025			2024			$/#			%			2025			2024			$/#			%
	(in millions)
Revenues:
Subscription	$	21.05		$	1920.31		$	1.74			8.7.4	%	$	4263.05		$	3757.89		$	45.26			119.08	%
Other		0.5			10.16			(0.61	)		(5325.69	)		1.16			23.51			(1.45	)		(5448.46	)
Total revenues		2122.50			20.47			1.13			5.6.4			4365.1			4061.30			24.81			76.08
Direct cost of revenues		(4.5	)		(4.3	)		0.2			4.42			(913.05	)		(812.47	)		0.68			76.3
Gross profit		17.05			16.14			01.91			56.9			3451.16			3148.93			23.23			6.9
Selling, general and administrative		(1213.90	)		(13.20	)		~~(0.3~~—	)		(10.53	)		(2639.1	)		(2639.45	)		(0.34	)		(10.29	)
Technology and development		(2.89	)		(2.68	)		0.21			54.58			(58.76	)		(58.20	)		0.56			108.6
Other operating (expense) gain, net		(0.2	)		0.1			(0.3	)		(357.3	)		(0.2	)		0.1			(0.3	)		(357.1	)
Severance		—			(0.1	)		(0.1	)		(100.0	)		—			(0.1	)		(0.1	)		(100.0	)
Income from operations	$	1.1		$	0.4		$	0.7			201.0	%	$	2.1		$	0.4		$	1.7			484.6	%
Other operating (expense) gain, net		(0.2	)		—			0.2			nm			(0.4	)		0.1			0.5			647.7
Gross margin percentage		79.2	%		78.9	%		0.3	%					79.1	%		79.1	%		—%
Income from operations	$	1.4		$	0.5		$	0.9			188.0	%	$	3.5		$	0.8		$	2.7			315.6	%
Gross margin percentage		79.6	%		79.2	%		0.4	%					79.3	%		79.2	%		0.1%

	January 31,		Change
	2025	2024	#	%
	(in thousands)
Seats served	410	375	35	9	%

nm—not meaningful

	April 30,				Change
	2025		2024		#		%
		(in thousands)
Seats served		415		384		31		8	%

Revenues. net2phone’s revenues increased in the three and nine months ended April 30, 2025 compared to the similar periods in fiscal 2024 driven primarily by the growth in subscription revenue, most significantly in the U.S., and from its contact center services, which reflected the increase in seats served at April 30, 2025 compared to April 30, 2024.

Direct Cost of Revenues. Direct cost of revenues increased in the three and nine months ended April 30, 2025 compared to the similar periods in fiscal 2024 primarily due to the increase in revenues, with the largest increase in the U.S. market. net2phone’s revenue growth exceeded the increase in direct cost of revenues.

Selling, General and Administrative. Selling, general and administrative expense slightly decreased in the three and nine months ended April 30, 2025 compared to the similar periods in fiscal 2024 primarily due to decreases in marketing expense and bad debt expense, partially offset by increases in sales commissions. As a percentage of net2phone’s revenues, net2phone’s selling, general and administrative expense decreased to 59.1% from 63.1% in the three months ended April 30, 2025 and 2024, respectively, and to 60.1% from 64.7% in the nine months ended April 30, 2025 and 2024, respectively.

~~Revenues. net2phone’s~~Other ~~revenues~~Operating ~~increased~~(Expense) inGain, net. In the three and ~~six~~nine months ended ~~January~~April 3130, 2025, ~~compared~~net2phone torecorded ~~the~~expense ~~similar~~of ~~periods~~$0.2 inmillion ~~fiscal~~and $0.4 ~~2024~~million, ~~driven primarily~~respectively, byfor ~~the~~equipment ~~growth~~that inwas ~~subscription~~taken ~~revenue,~~out ~~most~~of ~~significantly~~service. inIn the ~~U.S.~~nine ~~and~~months ~~Latin~~ended ~~America~~April ~~markets~~30, ~~which~~2024, ~~reflected the~~net2phone ~~increase~~recognized ina ~~seats~~gain ~~served~~of at$0.1 ~~January~~million ~~31,~~on ~~2025~~the ~~compared~~write-off toof ~~January~~a ~~31,~~contingent ~~2024~~consideration payment obligation.

Direct Cost of Revenues. Direct cost of revenues increased in the three and six months ended January 31, 2025 compared to the similar periods in fiscal 2024 primarily due to the increase in revenues, with the largest increase in the U.S. market. net2phone’s revenue growth exceeded the increase in direct cost of revenues.

Selling, General and Administrative. Selling, general and administrative expense decreased in the three and six months ended January 31, 2025 compared to the similar periods in fiscal 2024 primarily due to decreases in marketing expense and consulting expense, partially offset by increases in sales commissions. As a percentage of net2phone’s revenues, net2phone’s selling, general and administrative expense decreased to 60.3% from 64.6% in the three months ended January 31, 2025 and 2024, respectively, and to 60.5% from 65.6% in the six months ended January 31, 2025 and 2024, respectively.

Technology and Development. Technology and development expense increased in the three and six months ended January 31, 2025 compared to the similar periods in fiscal 2024 primarily due to increases in employee compensation and cloud services expenses.

Other operating (expense) gain, net. In the three and six months ended January 31, 2025, net2phone recorded an expense of $0.2 million for equipment that was taken out of service. In the three and six months ended January 31, 2024, net2phone recognized a gain of $0.1 million on the write-off of a contingent consideration payment obligation.

Traditional Communications Segment

The Traditional Communications segment, which represented 69.96% and 7574.20% of our total revenues in the three months ended ~~January~~April 3130, ~~2025~~ 2025 and 2024, respectively, and 70.63% and 75.92% of our total revenues in the ~~six~~nine months ended ~~January~~April 3130, 2025 and 2024, respectively, includes: (i) IDT Digital Payments, which enables customers to transfer airtime and bundles of airtime, messaging, and data to international ~~and~~ 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~~ including early-stage business initiatives and mature businesses in harvest mode.

Traditional Communications’ most significant revenue streams are from IDT Digital Payments, BOSS Revolution, and IDT Global. IDT Digital Payments and BOSS Revolution are sold directly to consumers and through distributors and retailers. We receive payments for BOSS Revolution, traditional calling cards, 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
	Three months ended April 30,						Change						Nine months ended April 30,						Change
	2025			2024			$/#			%			2025			2024			$/#			%
	(in millions)
Revenues:
IDT Digital Payments	$	~~101~~102.6		$	99101.6		$	21.0			1.90	%	$	~~206~~309.73		$	~~199~~301.73		$	78.0			32.57	%
BOSS Revolution		5351.37			6663.72			(1311.45	)		(2018.01	)		~~110~~161.29			~~137~~201.81			(2739.62	)		(2019.15	)
IDT Global		5150.31			4850.71			~~2.6~~—			~~5.2~~—			~~103~~153.7			~~100~~150.8			2.9			21.9
Other		5.8			76.58			(1.70	)		(2114.59	)		1217.09			1521.08			(3.09	)		(1918.40	)
Total revenues		~~212~~210.02			~~222~~221.57			(1011.5	)		(45.72	)		~~432~~642.68			~~453~~675.30			(2032.72	)		(4.68	)
Direct cost of revenues		(~~168~~166.98	)		(180.25	)		(1113.37	)		(67.36	)		(~~348~~514.19	)		(~~368~~548.49	)		(2034.30	)		(56.52	)
Gross profit		43.14			4241.32			02.82			25.03			84127.59			84126.91			(01.48	)		(01.54	)
Selling, general and administrative		(1920.45	)		(2122.47	)		(2.02	)		(9.35	)		(3960.40	)		(4264.07	)		(24.67	)		(67.13	)
Technology and development		(5.4	)		(5.96	)		(0.52	)		(94.23	)		(1016.92	)		(1217.06	)		(1.14	)		(97.37	)
Severance		(0.2	)		(0.4	)		(0.2	)		(3258.61	)		(0.56	)		(01.93	)		(0.47	)		(5153.35	)
Income from operations	$	1817.13		$	1412.65		$	34.58			2339.62	%	$	3351.71		$	3042.05		$	38.76			1220.42	%
Gross margin percentage		20.37	%		1918.06	%		12.31	%					19.59	%		18.7	%		01.82	%
Minutes of use:
BOSS Revolution		~~337~~310			~~457~~418			(~~120~~108	)		(26.20	)%		~~701~~1,011			~~953~~1,372			(~~252~~361	)		(26.53	)%
IDT Global		1,~~351~~407			1,~~395~~400			~~(44~~7	)		(30.25	)		24,~~788~~195			24,~~839~~239			(5144	)		(1.80	)

Revenues. Revenues from IDT Digital Payments increased in the three and nine months ended April 30, 2025 compared to the similar periods in fiscal 2024 primarily due to increases in revenues from the direct-to-consumer and enterprise and wholesale channels, partially offset by a decrease in revenues from the retail channel.

Revenues and minutes of use from BOSS Revolution decreased in the three and nine months ended April 30, 2025 compared to the similar periods in fiscal 2024. BOSS Revolution continues to be impacted by persistent, market-wide trends, including the proliferation of unlimited calling plans offered by wireless carriers and mobile virtual network operators, and the increasing penetration of free and paid over-the-top voice, video conferencing, and messaging services.

Revenues from IDT Global were substantially unchanged in the three months ended April 30, 2025 compared to the similar period in fiscal 2024, and revenues slightly increased in the nine months ended April 30, 2025 compared to the similar period in fiscal 2024. IDT Global’s minutes of use slightly increased in the three months ended April 30, 2025 compared to the similar period in fiscal 2024, and minutes of use decreased in the nine months ended April 30, 2025 compared to the similar period in fiscal 2024. IDT Global mitigated the impacts of the ongoing industry-wide declines in paid-minute voice through a traffic mix shift to higher margin routes and new service offerings. However, we expect IDT Global to continue to be adversely impacted by these trends, and minutes of use and revenues will likely continue to decline from quarter-to-quarter, as we seek to maximize economics rather than necessarily sustain minutes of use or revenues.

~~Revenues.~~Direct Cost of Revenues. ~~from~~Direct ~~IDT~~cost ~~Digital~~of ~~Payments~~revenues ~~increased~~decreased in the three and ~~six~~nine months ended ~~January~~April 3130, 2025 compared to the similar periods in in fiscal 2024 primarily due to ~~increases~~the decreases in ~~revenues~~BOSS ~~from~~Revolution’s ~~the~~minutes ~~direct-to-consumer~~of ~~and~~use ~~enterprise~~ and ~~wholesale~~direct ~~channels,~~cost ~~partially~~of ~~offset by a decrease in~~ revenues ~~from the retail channel~~.

~~Revenues~~Selling, General and ~~minutes~~Administrative. ofSelling, ~~use~~general ~~from~~and ~~BOSS~~administrative ~~Revolution~~expense decreased in the three and ~~six~~nine months ended ~~January~~April 3130, 2025 compared to the similar periods in fiscal 2024. ~~BOSS~~primarily ~~Revolution~~due ~~continues~~ to bedecreases ~~impacted~~in bystock-based ~~persistent~~compensation, ~~market-wide~~sales ~~trends~~commissions, ~~including~~and debit ~~the~~and ~~proliferation~~credit ofcard ~~unlimited calling~~processing ~~plans~~charges, ~~offered~~partially offset by ~~wireless~~an ~~carriers~~increase ~~and~~in ~~mobile~~legal ~~virtual~~fees. ~~network~~As ~~operators~~a percentage of Traditional Communications’ revenue, Traditional Communications’ selling, general and administrative expense decreased to 9.8% from 10.2% in the ~~increasing~~three ~~penetration~~months ofended ~~free~~April 30, 2025 and ~~paid~~2024, ~~over-~~respectively, and decreased to 9.3% from 9.6% in the~~-top~~ nine ~~voice,~~months ~~video~~ended ~~conferencing~~April 30, 2025 and ~~messaging~~2024, ~~services~~respectively.

~~Revenues~~Technology ~~from~~and ~~IDT~~Development. ~~Global~~Technology ~~increased in the three~~ and ~~six~~development ~~months~~expense ~~ended January 31, 2025 compared to the similar periods in fiscal 2024, although IDT Global’s minutes of use~~ decreased in the three and ~~six~~nine months ended ~~January~~April 3130, 2025 compared to the similar periods in fiscal 2024. ~~IDT~~primarily ~~Global~~due ~~mitigated~~to ~~the~~decreases ~~impacts of the ongoing industry-wide declines~~ in ~~paid-minute~~employee ~~voice through new service offerings and a traffic mix shift to higher margin routes. However~~compensation, wecloud ~~expect~~services ~~IDT Global to continue to be adversely impacted by these trends~~expense, and ~~minutes~~depreciation ~~of use~~ and ~~revenues~~amortization ~~will likely continue to decline from quarter-to-quarter, as we seek to maximize economics rather than necessarily sustain minutes of use or revenues~~expense.

~~Direct~~Severance ~~Cost of Revenues~~Expense. ~~Direct~~In ~~cost~~the ofthree ~~revenues~~months ~~decreased~~ended inApril ~~the~~30, ~~three~~2025 and ~~six~~2024, ~~months~~Traditional ~~ended~~Communications ~~January~~incurred ~~31,~~severance ~~2025~~expense ~~compared~~of to$0.2 ~~the~~million and ~~similar~~$0.4 ~~periods~~ million, respectively, and in ~~fiscal~~the ~~2024~~nine ~~primarily~~months ~~due~~ended toApril ~~the~~30, ~~decreases~~2025 inand ~~BOSS~~2024, ~~Revolution’s~~Traditional ~~minutes~~Communications incurred severance expense of ~~use~~$0.6 million and ~~direct~~$1.3 ~~cost~~million, ~~of revenues~~respectively.

Selling, General and Administrative. Selling, general and administrative expense decreased in the three and six months ended January 31, 2025 compared to the similar periods in fiscal 2024 primarily due to decreases in stock-based compensation, sales commissions, employee compensation, and debit and credit card processing charges, partially offset by increases in marketing expense and legal fees. As a percentage of Traditional Communications’ revenue, Traditional Communications’ selling, general and administrative expense decreased to 9.2% from 9.6% in the three months ended January 31, 2025 and 2024, respectively, and decreased to 9.1% from 9.3% in the six months ended January 31, 2025 and 2024, respectively.

Technology and Development. Technology and development expense decreased in the three and six months ended January 31, 2025 compared to the similar periods in fiscal 2024 primarily due to decreases in employee compensation, software license and maintenance expense, and depreciation and amortization expense.

Severance Expense. In the three months ended January 31, 2025 and 2024, Traditional Communications incurred severance expense of $0.2 million and $0.4 million, respectively, and in the six months ended January 31, 2025 and 2024, Traditional Communications incurred severance expense of $0.5 million and $0.9 million, respectively.

Corporate

	Three months ended January 31,						Change						Six months ended January 31,						Change
	Three months ended April 30,						Change						Nine months ended April 30,						Change
	2025			2024			$/#			%			2025			2024			$/#			%
	(in millions)	~~(in millions)~~
General and administrative	$	(32.16	)	$	(3.2.3	)	$	(0.13	)		5(15.16	%	$	(68.06	)	$	(68.03	)	$	—(0.3	)		1(3.62	%
Other operating (expense) gain, net		—			(0.4	)		0.4			98.3			—			0.1			(0.1	)		(105.5	)
Severance		—			(0.2	)		0.2			100.0			—			(0.3	)		0.3			100.0
Loss from operations	$	(3.1	)	$	(3.6	)	$	0.5			14.0	%	$	(6.0	)	$	(5.9	)	$	(0.1	)		(1.2	)%
Other operating expense, net		—			(3.2	)		3.2			100.0			—			(3.0	)		3.0			99.8
Loss from operations	$	(2.6	)	$	(5.7	)	$	3.1			54.4	%	$	(8.6	)	$	(11.6	)	$	3.0			26.2	%

General and Administrative. Corporate general and administrative expense ~~decreased~~increased in the three ~~months ended January 31, 2025 compared to the similar period in fiscal 2024 primarily because of a decrease in audit~~ and ~~accounting~~nine ~~fees, partially offset by an increase in legal fees. Corporate general and administrative expense decreased in the six~~ months ended ~~January 31~~April 30, 2025 compared to the similar ~~period~~periods in fiscal 2024 primarily because of ~~a decrease in employee compensation, partially offset by~~ an increase in ~~legal~~employee ~~fees~~compensation. As a percentage of our consolidated revenues, Corporate general and administrative expense was 1.0.9% and 10.18% in the three months ended ~~January~~April 3130, 2025 and 2024, respectively, and 1.0.9% and 1.0.9% in the ~~six~~nine months ended ~~January~~April 3130, 2025 and 2024, respectively.

Other Operating (Expense~~) Gain~~, net. As discussed in Note 16 to the Consolidated Financial Statements included in Item 1 to Part I of this Quarterly Report, we (as well as other defendants) were named in a class action on behalf of the stockholders of our former subsidiary, Straight Path Communications Inc., or Straight Path. We incurred legal fees of ~~$6,000~~ nil and $23.62 million in the three months ended ~~January~~April 3130, 2025 and 2024, respectively, and $67,000 and $25.89 million in the ~~six~~nine months ended ~~January 31~~April 30, 2025 and 2024, respectively, related to this action. Also, we recorded offsetting gains from insurance claims for this matter of nil and ~~$2.2~~nil ~~million~~ in the three months ended ~~January~~April 3130, 2025 and 2024, respectively, and nil and $2.9 million in the ~~six~~nine months ended ~~January~~April 3130, 2025 and 2024, respectively. In fiscal 2024, we received the final payment from our insurance policy for these claims. On October 3, 2023, the Court of Chancery of the State of Delaware dismissed all claims against us, and found that, contrary to the plaintiffs’ allegations, the class suffered no damages. On January 14, 2025, the plaintiff filed a notice of appeal of the Final Order and Judgment to the Supreme Court of the State of Delaware to appeal the Final Order and Judgment. On April 22, 2025, we filed our answering brief to the appeal. The Supreme Court of the State of Delaware has scheduled oral argument for July 2025.

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 $0.9 million and $2.5 million in the three months ended January 31, 2025 and 2024, respectively, and $1.8 million and $3.3 million in the six months ended January 31, 2025 and 2024, respectively. The decrease in stock-based compensation expense was primarily due to a decrease in expense related to certain equity grants made in the three months ended January 31, 2024 to Bill Pereira, our President and Chief Operating Officer, and a decrease in stock-based compensation expense from the grant of deferred stock units, or DSUs, that, upon vesting, will entitle the grantees to receive shares of our Class B common stock. As of January 31, 2025, there was $0.7 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 October 2027.30

Stock-Based Compensation Expense. Total stock-based compensation expense included in consolidated selling, general and administrative expense and technology and development expense was $0.9 million and $2.1 million in the three months ended April 30, 2025 and 2024, respectively, and $2.7 million and $5.4 million in the nine months ended April 30, 2025 and 2024, respectively. The decrease in stock-based compensation expense was primarily due to a decrease in expense related to certain equity grants made in fiscal 2024 to Bill Pereira, our President and Chief Operating Officer, and a decrease in stock-based compensation expense from the grant of deferred stock units, or DSUs, that entitle the grantees to receive shares of our Class B common stock. As of April 30, 2025, there was $0.5 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 October 2027.

On February 25, 2025, in accordance with the program and based on certain elections made by grantees, we issued 276,960 shares of our Class B common stock for vested DSUs.

Effective as of June 30, 2022, restricted shares of NRS’ Class B common stock were granted to certain NRS employees. The restrictions on the shares lapse in three installments, the first was on June 1, 2024, and the others are June 1, 2026 and June 1, 2027. As of ~~January~~April 3130, 2025, unrecognized compensation cost related to NRS’ non-vested Class B common stock was an aggregate of $1.64 million. The unrecognized compensation cost is expected to be recognized over the remaining vesting period that ends in fiscal 2027.

As of ~~January~~April 3130, 2025, there was an aggregate of $0.76 million in unrecognized compensation cost related to non-vested stock options and ~~restricted~~ restricted stock, which is expected to be recognized over the remaining vesting periods that end in fiscal 2028.

	Three months ended January 31,						Change						Six months ended January 31,						Change
	Three months ended April 30,						Change						Nine months ended April 30,						Change
	2025			2024			$/#			%			2025			2024			$/#			%
	(in millions)	~~(in millions)~~
Income from operations	$	2826.36		$	1611.04		$	1215.32			76132.86	%	$	5278.05		$	3344.26		$	1833.89			5676.60	%
Interest income, net		1.46			1.23			0.23			1334.38			24.83			23.01			01.82			3635.48
Other income (expense), net		0.2.6			2(3.53	)		(25.39	)		~~(91~~179.87	)		(02.15	)		(36.13	)		38.08			97140.50
Provision for income taxes		(7.78	)		(43.0	)		(34.78	)		(92161.08	)		(1421.07	)		(710.9	)		(610.18	)		(7599.94	)
Net income		2223.20			156.74			616.56			41262.01			4063.76			2430.25			1633.51			68108.02
Net income attributable to noncontrolling interests		(1.93	)		(10.38	)		(0.65	)		(4660.36	)		(34.24	)		(2.19	)		(1.15	)		(4851.14	)
Net income attributable to IDT Corporation	$	2021.37		$	145.46		$	516.91			40290.58	%	$	3759.52		$	2227.16		$	1531.46			69114.93	%

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

		Three months ended January 31,						Six months ended January 31,
	Three months ended April 30,						Nine months ended April 30,
	2025	~~2025~~		2024	~~2024~~		2025	~~2025~~		2024	~~2024~~
	(in millions)	~~(in millions)~~
Foreign currency transaction gains (losses)	$	02.39		$	(2.53	)	$	03.43		$	(13.03	)
Equity in the net loss of investee		(0.57	)		(0.89	)		(12.30	)		(12.97	)
Gains (losses) on investments, net		0.43			(0.71	)		01.81			(0.23	)
Other		—0.1			~~0.1~~—			—0.1			—
Total	$	0.2.6		$	2(3.53	)	$	(02.15	)	$	(36.13	)

We have an investment in shares of convertible preferred stock of a communications company (the equity method investee, or EMI). As of both ~~January~~April 3130, 2025 and 2024, our ownership was 33.4% of the EMI’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 the EMI but do not have a controlling interest. We determined that on the dates of the acquisitions of the EMI’s shares, there were differences between our investment in the EMI and our proportional interest in the equity of the EMI of an aggregate of $8.2 million, which represented the share of the EMI’s customer list on the dates of the acquisitions attributed to our interest in the EMI. 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 nine months ended April 30, 2025 compared to the similar periods in fiscal 2024 was primarily due to differences in the amount of taxable income earned in the various taxing jurisdictions.

~~Provision~~Net ~~for~~ Income ~~Taxes~~Attributable to Noncontrolling Interests. The change in the net income ~~tax~~attributable ~~expense~~to noncontrolling interests in the three and ~~six~~nine months ended ~~January~~April 3130, 2025 compared to the similar periods in fiscal 2024 was primarily due to ~~differences~~increases in ~~the~~net ~~amount~~income ofattributable to ~~taxable~~the ~~income~~noncontrolling ~~earned~~interests in ~~the~~net2phone ~~various~~2.0, ~~taxing~~NRS, ~~jurisdictions~~and Sochitel.

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, 2025 compared to the similar periods in fiscal 2024 was primarily due to increases in net income attributable to the noncontrolling interests in net2phone 2.0, NRS, and the VIE, partially offset by a decrease in net income attributable to the noncontrolling interests in Sochitel.

Liquidity and Capital Resources

As of the date of this Quarterly Report, we expect our cash flow from operations and the balance of cash, cash equivalents, debt securities, and current equity investments that we held on ~~January~~April 3130, 2025 will be sufficient to meet our currently anticipated working capital ~~and~~ and capital expenditure requirements during the twelve-month period ending ~~January~~April 3130, 2026.

At ~~January~~April 3130, 2025, we had cash, cash equivalents, debt securities, and current equity investments of $~~171~~223.18 million and working capital (current assets in excess of current liabilities) of $~~183~~211.91 million.

Contractual Obligations and Commitments

The following table includes our anticipated material cash requirements from contractual obligations and other commitments at ~~January 31~~April 30, 2025:

Payments Due by Period (in millions)	Total		Less than 1 year		1–3 years		4–5 years		After 5 years
Purchase commitments	$	016.80	$	04.5	$	08.38	$	—2.7	$	—
Connectivity obligations under service agreements		1.98		1.0		0.98		—		—
Operating leases including short-term leases		3.20		1.76		1.21		0.3		—
Total (1)	$	520.98	$	37.21	$	210.47	$	0.3.0	$	—

(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 $34.19 million in performance bonds, and up to $32.07 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,
	Nine months ended April 30,
	2025			2024
	(in millions)
Cash flows provided by (used in):
Operating activities	$	2096.31		$	4352.37
Investing activities		(10.05	)		2(1.02	)
Financing activities		(1421.09	)		(611.69	)
Effect of exchange rate changes on cash, cash equivalents, and restricted cash and cash equivalents		(43.19	)		(35.26	)
(Decrease) increase in cash, cash equivalents, and restricted cash and cash equivalents	$	(7.8	)	$	35.5
Increase in cash, cash equivalents, and restricted cash and cash equivalents	$	67.6		$	34.0

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. The ~~decrease~~increase in net cash provided by operating activities to $2096.31 million in the ~~six~~nine months ended ~~January~~April 3130, 2025 from $4352.37 in the ~~six~~nine months ended ~~January 31~~April 30, 2024 predominantly reflects the timing of ~~our~~disbursement prefunding payments to cover anticipated BOSS Money ~~disbursement~~weekly ~~prefunding~~remittance activity.

Gross trade accounts receivable increased to $5251.45 million at ~~January~~April 3130, 2025 from $48.6 million at July 31, 2024 primarily due to amounts billed in the ~~six~~nine months ended ~~January~~April 3130, 2025 that were greater than collections during the period.

Deferred revenue arises from sales of prepaid products and varies from period to period depending on the mix and the timing of revenues. Deferred revenue decreased to $2827.45 million at ~~January~~April 3130, 2025 from $30.4 million at July 31, 2024 primarily due to decreases in BOSS Revolution’s and traditional calling cards’ deferred revenue balances.

Customer funds deposits liabilities increased to $104.7 million at January 31, 2025 from $91.9 million at July 31, 2024. Our restricted cash and cash equivalents included an aggregate of $105.4 million and $90.7 million at January 31, 2025 and July 31, 2024, respectively, held by IDT Financial Services and our VIE for these customer funds.32

Customer funds deposits liabilities increased to $121.8 million at April 30, 2025 from $91.9 million at July 31, 2024. Our restricted cash and cash equivalents included an aggregate of $123.0 million and $90.7 million at April 30, 2025 and July 31, 2024, respectively, held by IDT Financial Services and the Disbursement Payments VIE for these customer funds.

In September 2017, we and certain of our subsidiaries were certified by the New Jersey Economic Development Authority, or NJEDA, as having met the requirements of the Grow New Jersey Assistance Act Tax Credit Program. The program provides for credits against a corporation’s New Jersey corporate business tax liability for maintaining a minimum number of employees in New Jersey, and that tax credits may be sold subject to certain conditions. On June 5, 2023, we received a 2019 tax credit certificate for $1.8 million from the NJEDA. In August 2023, we sold the certificate for cash of $1.6 million.

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 Consolidated Financial Statements included in Item 1 to Part I of this Quarterly Report, we (as well as other defendants) were named in a class action on behalf of the stockholders of our former subsidiary, Straight Path. On October 3, 2023, the Court of Chancery of the State of Delaware dismissed all claims against us, and found that, contrary to the plaintiff’s allegations, the class suffered no damages. On January 14, 2025, the plaintiff filed a notice of appeal of the Final Order and Judgment to the Supreme Court of the State of Delaware to appeal the Final Order and Judgment. On April 22, 2025, we filed our answering brief to the appeal. The Supreme Court of the State of Delaware has scheduled oral argument for July 2025.

Investing Activities

Our capital expenditures were $1015.15 million and $813.96 million in the ~~six~~nine months ended ~~January~~April 3130, 2025 and 2024, respectively. We currently anticipate that total capital expenditures in the twelve-month period ending ~~January~~April 3130, 2026 will be $1918 million to $2021 million. We ~~expect~~ expect to fund our capital expenditures with our net cash provided by operating activities and cash, cash equivalents, debt securities, ~~and~~ and current equity investments on hand.

In the ~~six~~nine months ended ~~January~~April 3130, 2025 and 2024, each of the EMI’s shareholders, including us, purchased additional shares of ~~the~~ the EMI’s convertible preferred stock. We paid an aggregate of $0.79 million and $1.05 million in the ~~six~~nine months ended ~~January 31~~April 30, 2025 and 2024, respectively, to purchase additional shares. In addition, in February 2025, we ~~purchased additional shares of the EMI’s convertible preferred stock for $0.3 million, and we~~ entered into a loan agreement with the EMI for a revolving credit facility. The aggregate principal amount available under the facility is $2.0 million. The loans will incur interest at 12% per annum payable semiannually and are due and payable in February 2027. OnIn February 272025, we loaned the EMI $0.5 million under the revolving credit facility. In May 2025, we loaned the EMI an additional $0.54 million under the revolving credit facility.

Purchases of debt securities and equity investments were $1629.01 million and $1927.46 million in the ~~six~~nine months ended ~~January~~April 3130, 2025 and 2024, respectively. Proceeds from maturities and sales of debt securities and redemptions of equity investments were $1635.80 million and $3141.25 million in the ~~six~~nine months ended ~~January~~April 3130, 2025 and 2024, respectively.

Financing Activities

In March 2025, our Board of Directors increased our quarterly cash dividend on our Class A and Class B common stock to $0.06 per share from $0.05 per share. In the ~~six~~nine months ended ~~January~~April 3130, 2025 and 2024, we paid aggregate cash dividends of $0.1016 ~~per~~and $0.05 per share, respectively, on our Class A and Class B common stock. In the ~~six~~nine months ended ~~January~~April 3130, 2025 and 2024, we paid aggregate cash dividends of $24.50 million and $1.3 million, respectively. In ~~March~~May 2025, our Board of Directors ~~increased~~declared ~~our~~a ~~quarterly~~ cash dividend on our Class A and Class B common stock toof $0.06 per share ~~from~~payable ~~$0.05~~on ~~per~~or ~~share~~about June 18, 2025 to stockholders of record on June 9, 2025.

We distributed cash of $~~50,000~~0.1 million and $5962,000 in the ~~six~~nine months ended ~~January~~April 3130, 2025 and 2024, respectively, to the noncontrolling interests in certain of our subsidiaries.

Our subsidiary, IDT Telecom, Inc., or IDT Telecom, entered into a credit agreement, dated as of May 17, 2021, with TD Bank, N.A. for a revolving credit facility for up to a maximum principal amount of $25.0 million. As of July 15, 2024 and July 28, 2023, IDT Telecom and TD Bank, N.A. amended certain terms of the credit agreement. IDT Telecom may use the proceeds to finance working capital requirements and for certain closing costs of the facility. At April 30, 2025 and July 31, 2024, there were no amounts outstanding under this facility. In the nine months ended April 30, 2025 and 2024, IDT Telecom borrowed and repaid an aggregate of $24.6 million and $32.9 million, respectively, under the facility. The revolving credit facility is secured by primarily all of IDT Telecom’s assets. The principal outstanding bears interest per annum at the secured overnight financing rate published by the Federal Reserve Bank of New York plus 10 basis points, plus depending upon IDT Telecom’s leverage ratio as computed for the most recent fiscal quarter, 125 to 175 basis points. Interest is payable monthly, and all outstanding principal and any accrued and unpaid interest is due on May 16, 2026. IDT Telecom pays a quarterly unused commitment fee of 10 basis points on the average daily balance of the unused portion of the $25.0 million commitment. 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 April 30, 2025, IDT Telecom was in compliance with all of the covenants.

Our subsidiary, IDT Telecom, Inc., or IDT Telecom, entered into a credit agreement, dated as of May 17, 2021, with TD Bank, N.A. for a revolving credit facility for up to a maximum principal amount of $25.0 million. As of July 15, 2024 and July 28, 2023, IDT Telecom and TD Bank, N.A. amended certain terms of the credit agreement. IDT Telecom may use the proceeds to finance working capital requirements and for certain closing costs of the facility. At January 31, 2025 and July 31, 2024, there were no amounts outstanding under this facility. In the six months ended January 31, 2025 and 2024, IDT Telecom borrowed and repaid an aggregate of $24.5 million and $30.6 million, respectively, under the facility. The revolving credit facility is secured by primarily all of IDT Telecom’s assets. The principal outstanding bears interest per annum at the secured overnight financing rate published by the Federal Reserve Bank of New York plus 10 basis points, plus depending upon IDT Telecom’s leverage ratio as computed for the most recent fiscal quarter, 125 to 175 basis points. Interest is payable monthly, and all outstanding principal and any accrued and unpaid interest is due on May 16, 2026. IDT Telecom pays a quarterly unused commitment fee of 10 basis points on the average daily balance of the unused portion of the $25.0 million commitment. 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, 2025, IDT Telecom was in compliance with all of the covenants.

In the ~~six~~nine months ended ~~January~~April 3130, 2024, we received cash from the exercise of stock options of $0.2 million for which we issued 12,500 shares of our Class B common stock. There were no stock option exercises in the ~~six~~nine months ended ~~January~~April 3130, 2025.

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~~nine months ended April ~~January 31~~30, 2025, we repurchased ~~217~~221,~~052~~823 shares of our Class B common stock for an aggregate purchase price of $910.91 million. In the ~~six~~ nine months ended ~~January~~April 3130, 2024, we repurchased ~~135~~204,~~261~~107 shares of our Class B common stock for an aggregate purchase price of $35.2 7 million. At ~~January~~April 3130, 2025, 4.2 million shares remained available for repurchase under the stock repurchase program.

In the ~~six~~nine months ended ~~January~~April 3130, 2025 and 2024, we paid $17.57 million and $151.5 million,~~000,~~ respectively, to repurchase 32157,~~022~~180 and ~~654~~41,994 shares, respectively, of our Class B common stock that were tendered by employees of ours to satisfy the employees’ tax withholding ~~obligations~~ obligations in connection with the vesting of DSUs, the lapsing of restrictions on restricted stock, and shares issued for bonus payments. Such shares were repurchased by us based on their fair market value as of the close of business on the trading day immediately prior to the vesting date.

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 21% and 2322% of our consolidated revenues in the three months ended ~~January~~April 3130, 2025 and 2024, respectively, and 21% and 2524% of our consolidated revenues in the ~~six~~nine months ended ~~January~~April 3130, 2025 and 2024, 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,~~April 30, 2025 and July 31, 2024, the value of our debt and equity security holdings was an aggregate of $3530.78 million and $35.0 million, respectively, which represented 65% and 6% of our total assets at ~~January~~April 3130, 2025 and July 31, 2024, 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, 2025.

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, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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 April 30, 2025.

Changes in Internal Control over Financial Reporting. There were no changes in our internal control over financial reporting during the fiscal quarter ended April 30, 2025 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

Except as set forth below, there are no material changes from the risk factors previously disclosed in Item 1A to Part I of our 2024 Form 10-K.

Global and regional economic conditions could materially adversely affect our business, results of operations, financial condition, and growth.

We have international operations with revenues outside the United States representing a significant amount of our total revenues. As a result, our operations and performance depend significantly on global and regional economic conditions. Adverse macroeconomic conditions, including inflation, slower growth, or recession, new or increased tariffs or excise taxes and other barriers to trade, changes to fiscal and monetary policy, tighter credit, higher interest rates, high unemployment, and currency fluctuations could materially adversely affect demand for our products and services, our operating costs or our profitability. In addition, consumer confidence and spending could be adversely affected in response to financial market volatility, negative financial news, conditions in the real estate and mortgage markets, declines in income or asset values, changes to fuel and other energy costs, labor and healthcare costs, and other economic factors.

Changes to rates by our suppliers and increasing regulatory charges, tariffs or excise taxes may require us to raise prices or absorb the costs, which could adversely affect our financial result and business.

Our upstream carriers, suppliers and vendors may increase their prices thus directly impacting our direct cost of revenues, which would affect our earnings. Future changes in tariffs by regulatory agencies or application of tariff requirements to currently un-tariffed products or services could affect the price and sales of our products for a certain set of customers. Changes in our underlying direct costs of revenues may cause us to increase the rates we charge our customers, which could make us less competitive and impact our sales and retention of existing customers. Currently pending legislation in the United States that has been passed by the House of Representatives and requires approval by the Senate and the President would impose a five percent excise tax on certain remittance transfers, including those by non-U.S. citizens. The imposition of these or similar excise taxes could adversely affect our business and financial condition.

Changes in national policy, governmental actions related to tariffs or international trade agreements, as well as shifts in social, political, regulatory, and economic conditions or laws and policies governing foreign trade, manufacturing, development, and investment in the regions where we operate, can significantly impact our business. Such changes could lead to negative sentiments towards us, potentially depressing economic activity or restricting access to suppliers or customers and thereby have a material adverse effect on our business, results of operations, and outlook.

In January 2025, the global tariff landscape began to quickly change with the United States implementing tariffs on goods from various foreign countries, either generally or with respect to certain products, and certain of those foreign countries implementing rebalancing tariffs on goods from the United States, either generally or with respect to certain products. In certain circumstances the United States and certain foreign countries temporarily suspended tariffs they had recently implemented, either in whole or in part. Since then, the United States has continued to impose tariffs on imported goods, and affected countries have often responded by imposing tariffs on U.S. goods. In April 2025, the U.S. announced a baseline tariff of 10% on goods from all countries and instituted additional individualized reciprocal tariffs for countries with which the United States has significant trade deficits. The United States continues to implement new, reinstated or adjusted tariffs, and we expect that it will continue with this practice. Foreign countries subject to these U.S. tariffs continue to implement new, reinstated or adjusted rebalancing tariffs, and we expect that foreign countries will continue with that practice.

The U.S. tariffs and rebalancing tariffs that were recently enacted or that may be enacted have contributed to uncertainty about current global economic conditions. Sustained uncertainty could result in a global economic slowdown and long-term changes to global trade. Such changes could lead to negative sentiments towards us, potentially depressing economic activity or restricting access to suppliers or customers and thereby have a material adverse effect on our business, results of operations, and outlook.

Changes to immigrant populations could negatively impact certain of our businesses.

Certain of our businesses, particularly Boss Money and Boss Revolution, rely in large part on immigrant communities in the United States and elsewhere. Migration of immigrants and their spending patterns are affected by (among other factors) overall economic conditions, the availability of job opportunities, changes in immigration laws and their enforcement, including the potential for large scale deportations, restrictions on immigration and travel, and political or other events (such as civil unrest, war, terrorism, natural disasters, or public health emergencies or epidemics) that would make it more difficult for workers to migrate or work outside of the their countries of origin. Changes to these factors could materially and adversely affect our business, financial condition, results of operations, and cash flows.

We may incur costs in complying with, or face exposure from the failure to comply with, laws, regulation or initiatives regarding greenhouse gas emissions or reporting of our direct and indirect emissions.

~~Many~~Several Ustates have either passed (California) or are drafting (e.Sg. ~~states~~Washington, New York, Illinois, and ~~foreign~~Minnesota) ~~jurisdictions~~what ~~have~~is ~~enacted~~being ~~laws~~referred ~~and~~to ~~regulation~~as “sustainability legislation.” ~~mandating~~This class of legislation generally requires companies generating certain ~~reporting~~levels ~~related~~in annual revenue (either globally or in the relevant state) and who have a presence in the relevant state to ~~direct~~report data on the impact of the company on the environment, including as to direct and indirect greenhouse gas ~~emission~~emissions byor ~~businesses~~other ~~operating~~factors inbelieved ~~those~~to ~~areas~~impact climate. Each ~~Our~~company ~~costs~~that tomeets the requirements will ~~comply~~be ~~with~~required ~~any~~to ~~legislation,~~report ~~regulations~~the ordata ~~initiatives~~to a state regulator and may also be ~~significant~~required ~~and~~to post the data online. Significant monetary penalties may apply to companies that fail to report in a timely manner. We believe that we ~~could~~will be ~~exposed~~required to ~~fines~~report under the California legislation, and ~~penalties~~may also be subject to other states’ legislation, if wepassed. We doare ~~not comply~~currently evaluating the resources necessary to comply with ~~laws~~the ~~and~~law. ~~regulations~~While, barring unforeseen circumstances, we anticipate meeting the requirements in a timely manner, there can be no assurance that ~~apply~~we towill usdo so.

In addition, many foreign jurisdictions have enacted laws and regulations mandating certain reporting related to direct and indirect greenhouse gas emission by businesses operating in those areas. Our costs to comply with any legislation, regulations or initiatives may be significant and we could be exposed to fines and penalties and other negative impacts on our businesses if we do not comply with the laws and regulations that apply to us.

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~~third quarter of fiscal 2025:

	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, 2024		—	$	—		—		4,366,072
February 1-28, 2025		123,512	$	49.08		1,473		4,185,261
December 1–31, 2024		164,033	$	48.11		156,301		4,209,771
March 1–31, 2025		3,298	$	46.91		3,298		4,181,963
January 1–31, 2025		23,037	$	46.29		23,037		4,186,734
April 1–30, 2025		3,119	$	51.43		—		4,181,963
Total		~~187~~129,~~070~~929	$	4749.8909		~~179~~4,~~338~~771

(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 tendered by employees of ours to satisfy the employees’ tax withholding obligations in connection with the lapsing of restrictions on restricted stock. Shares tendered by employees were repurchased by us based on their fair market value as of the close of business on the trading day immediately prior to the vesting date.

(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 tendered by employees of ours to satisfy the employees’ tax withholding obligations in connection with the vesting of deferred stock units and the lapsing of restrictions on restricted stock. Shares tendered by employees were repurchased by us based on their fair market value as of the close of business on the trading day immediately prior to the vesting date.

(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.

(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.

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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, 2025	By:	/s/ SHMUEL JONAS
June 9, 2025	By:	/s/ SHMUEL JONAS
		Shmuel Jonas Chief Executive Officer
March 12, 2025	By:	/s/ MARCELO FISCHER
June 9, 2025	By:	/s/ MARCELO FISCHER
		Marcelo Fischer Chief Financial Officer

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