SEC Info - Idt Corp - ‘10-K/A’ for 7/31/12

Idt Corp – ‘10-K/A’ for 7/31/12 – ‘R15’

On: Friday, 11/9/12, at 9:19am ET · For: 7/31/12 · Accession #: 1193125-12-461999 · File #: 1-16371

As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/09/12 Idt Corp 10-K/A 7/31/12 93:9.7M Donnelley … Solutions/FA

Document/Exhibit Description Pages Size 1: 10-K/A Amendment No.1 to Form 10-K HTML 70K 62: R1 Document and Entity Information HTML 60K 48: R2 Consolidated Balance Sheets HTML 205K 59: R3 Consolidated Balance Sheets (Parenthetical) HTML 58K 65: R4 Consolidated Statements of Income HTML 176K 84: R5 Consolidated Statements of Comprehensive Income HTML 64K 50: R6 Consolidated Statements of Equity HTML 106K 58: R7 Consolidated Statements of Equity (Parenthetical) HTML 31K 42: R8 Consolidated Statements of Cash Flows HTML 234K 32: R9 Description of Business and Summary of Significant HTML 107K Accounting Policies 85: R10 Discontinued Operations HTML 72K 67: R11 Fair Value Measurements HTML 49K 66: R12 Property, Plant and Equipment HTML 44K 72: R13 Goodwill and Other Intangibles HTML 63K 73: R14 Other Operating (Losses) Gains, Net HTML 56K 70: R15 Notes Payable HTML 50K 74: R16 Other (Expense) Income, Net HTML 41K 60: R17 Income Taxes HTML 112K 63: R18 Equity HTML 45K 69: R19 Stock-Based Compensation HTML 68K 93: R20 Accumulated Other Comprehensive Income (Loss) HTML 43K 80: R21 Legal Proceedings HTML 55K 54: R22 Commitments and Contingencies HTML 55K 68: R23 Related Party Transactions HTML 49K 56: R24 Defined Contribution Plans HTML 30K 23: R25 Business Segment Information HTML 73K 81: R26 Selected Quarterly Financial Data (Unaudited) HTML 81K 89: R27 Description of Business and Summary of Significant HTML 190K Accounting Policies (Policies) 37: R28 Description of Business and Summary of Significant HTML 58K Accounting Policies (Tables) 36: R29 Discontinued Operations (Tables) HTML 59K 40: R30 Fair Value Measurements (Tables) HTML 35K 41: R31 Property, Plant and Equipment (Tables) HTML 37K 43: R32 Goodwill and Other Intangibles (Tables) HTML 60K 15: R33 Other Operating (Losses) Gains, Net (Tables) HTML 56K 78: R34 Notes Payable (Tables) HTML 47K 52: R35 Other (Expense) Income, Net (Tables) HTML 39K 55: R36 Income Taxes (Tables) HTML 114K 27: R37 Stock-Based Compensation (Tables) HTML 55K 92: R38 Accumulated Other Comprehensive Income (Loss) HTML 43K (Tables) 8: R39 Commitments and Contingencies (Tables) HTML 47K 45: R40 Business Segment Information (Tables) HTML 61K 83: R41 Selected Quarterly Financial Data (Unaudited) HTML 78K (Tables) 25: R42 Description of Business and Summary of Significant HTML 80K Accounting Policies - Additional Information (Detail) 35: R43 Description of Business and Summary of Significant HTML 44K Accounting Policies - Summary of Weighted-Average Number of Shares used in Calculation of Basic and Diluted Earnings Per Share (Detail) 39: R44 Description of Business and Summary of Significant HTML 35K Accounting Policies - Summary of Outstanding Stock Options Excluded from Calculation of Diluted Earnings Per Share (Detail) 49: R45 Description of Business and Summary of Significant HTML 39K Accounting Policies - Summary of Change in Allowance for Doubtful Accounts (Detail) 14: R46 Discontinued Operations - Additional Information HTML 53K (Detail) 31: R47 Discontinued Operations - Summary Financial Data HTML 45K of Discontinued Operations (Detail) 10: R48 Discontinued Operations - Schedule of Assets and HTML 83K Liabilities of Discontinued Operations (Detail) 82: R49 Fair Value Measurements - Additional Information HTML 35K (Detail) 24: R50 Fair Value Measurements - Summary of Change in HTML 46K Company's Assets Measured at Fair Value on Recurring Basis (Detail) 79: R51 Property, Plant and Equipment - Schedule of HTML 52K Property, Plant and Equipment (Detail) 28: R52 Property, Plant and Equipment - Additional HTML 58K Information (Detail) 46: R53 Goodwill and Other Intangibles - Schedule of HTML 39K Change in Carrying Amount of Goodwill by Operating Segment (Detail) 9: R54 Goodwill and Other Intangibles - Schedule of Other HTML 45K Intangible Assets (Detail) 12: R55 Goodwill and Other Intangibles - Additional HTML 43K Information (Detail) 38: R56 Other Operating (Losses) Gains, Net - Summary of HTML 124K Other Operating (Losses) Gains, Net by Business Segment (Detail) 18: R57 Notes Payable - Schedule of Notes Payable (Detail) HTML 122K 86: R58 Notes Payable - Schedule of Notes Payable HTML 34K (Parenthetical) (Detail) 51: R59 Notes Payable - Schedule of Estimated Future HTML 50K Principal Payments of Notes Payable (Detail) 71: R60 Other (Expense) Income, Net - Schedule of Other HTML 49K Income Expense Net (Detail) 30: R61 Other (Expense) Income, Net - Additional HTML 43K Information (Detail) 33: R62 Income Taxes - Schedule of Income (Loss) from HTML 36K Continuing Operations Before Income Taxes (Detail) 77: R63 Income Taxes - Schedule of Deferred Income Tax HTML 63K Assets and Deferred Income Tax Liabilities (Detail) 75: R64 Income Taxes - Schedule of Benefit from Income HTML 74K Taxes (Detail) 53: R65 Income Taxes - Additional Information (Detail) HTML 63K 76: R66 Income Taxes - Schedule of Statutory Income Tax HTML 56K Rate and Income Taxes Provided (Detail) 29: R67 Income Taxes - Schedule of Change in Valuation HTML 38K Allowance (Detail) 57: R68 Income Taxes - Summary of Change in Balance of HTML 48K Unrecognized Income Tax Benefits (Detail) 88: R69 Equity - Additional Information (Detail) HTML 108K 11: R70 Stock-Based Compensation - Additional Information HTML 101K (Detail) 22: R71 Stock-Based Compensation - Schedule of Risk Free HTML 42K Rate Based on U.S. Treasury Yield Curve Effect at Time of Grant (Detail) 47: R72 Stock-Based Compensation - Summary of Stock Option HTML 70K Activity (Detail) 17: R73 Stock-Based Compensation - Grants of Restricted HTML 57K Shares of Class B Common Stock (Detail) 91: R74 Accumulated Other Comprehensive Income (Loss) - HTML 46K Schedule of Accumulated Balances for Each Classification of Other Comprehensive Income (Detail) 26: R75 Legal Proceedings - Additional Information HTML 81K (Detail) 19: R76 Commitments and Contingencies - Additional HTML 58K Information (Detail) 21: R77 Commitments and Contingencies - Future Minimum HTML 56K Payments for Operating Leases (Detail) 13: R78 Commitments and Contingencies - Restricted Cash HTML 45K and Cash Equivalents (Detail) 16: R79 Related Party Transactions - Additional HTML 66K Information (Detail) 64: R80 Defined Contribution Plans - Additional HTML 38K Information (Detail) 20: R81 Business Segment Information - Additional HTML 77K Information (Detail) 87: R82 Business Segment Information - Operating Results HTML 57K of Business Segments (Detail) 44: R83 Selected Quarterly Financial Data (Unaudited) - HTML 111K Summary of Selected Quarterly Financial Data (Detail) 90: XML IDEA XML File -- Filing Summary XML 162K 34: EXCEL IDEA Workbook of Financial Reports (.xls) XLS 1.50M 2: EX-101.INS XBRL Instance -- idt-20120731 XML 2.35M 4: EX-101.CAL XBRL Calculations -- idt-20120731_cal XML 342K 5: EX-101.DEF XBRL Definitions -- idt-20120731_def XML 1.41M 6: EX-101.LAB XBRL Labels -- idt-20120731_lab XML 2.15M 7: EX-101.PRE XBRL Presentations -- idt-20120731_pre XML 1.60M 3: EX-101.SCH XBRL Schema -- idt-20120731 XSD 359K 61: ZIP XBRL Zipped Folder -- 0001193125-12-461999-xbrl Zip 288K

Note 7—Notes Payable

The Company’s notes payable consist of the following:


July 31 (in thousands)	2012			2011
$11.0 million secured term loan due September 2015(a)	$	7,121		$	7,348
$26.9 million secured term loan due April 2020(b)		22,876			22,443
$1.2 million note due June 2012(c)		279			384
Total notes payable		30,276			30,175
Less current portion		(560	)		(611	)
Notes payable—long term portion	$	29,716		$	29,564

The estimated future principal payments for the notes payable as of July 31, 2012 are as follows:


(in thousands)
Year ending July 31:
2013	$	560
2014		421
2015		451
2016		6,550
2017		216
Thereafter		22,078
Total notes payable	$	30,276

(a)

On August 26, 2005, the Company entered into an $11.0 million term loan payable over 10 years to finance the cost of land and two buildings in Piscataway, New Jersey used by IDT Telecom. The loan bears interest at the rate of 5.6% per annum and is payable in monthly installments consisting of principal and interest of $0.1 million that commenced on October 1, 2005, with the last installment of $9.2 million payable on September 1, 2015. The loan was secured by a mortgage on the two properties. On July 28, 2010, in connection with the sale of one of the buildings and the underlying land for cash of $3.1 million, the Company and the note holder entered into a mortgage modification agreement which included the following: (1) the Company was required to use $2.7 million of the proceeds to repay a portion of the loan payable secured by the property and (2) the last installment was reduced to $6.4 million payable on September 1, 2015. There was no change to the interest rate as a result of the modification agreement.

(b)

On February 7, 2008, the Company completed the purchase of its headquarters office building at 520 Broad Street in Newark, New Jersey in exchange for $24.8 million in cash and the assumption of the remainder of the existing mortgage on the building in the amount of $26.9 million. The mortgage secures a promissory note that bears interest at the rate of 8.9% per annum. The maturity date of the note is April 1, 2020. Effective April 1, 2009, the Company and the note holder entered into a mortgage loan modification agreement pursuant to which the note was modified as follows: (1) during the period from April 1, 2009 through March 31, 2013 (the “Modification Period”), the note will continue to incur interest at the rate of 8.9% per annum, however the Company will only pay interest at the rate of 6.9% per annum, (2) the Company will not pay any monthly principal payments during the Modification Period, (3) the interest of 2.0% per annum that is accruing but is not payable during the Modification Period will be added to the principal balance (an aggregate of $2.1 million), although this deferred interest will not accrue interest during the Modification Period, (4) monthly payments of principal and interest of $0.2 million will commence at the end of the Modification Period, (5) the maturity date of the note remains April 1, 2020, and (6) a final balloon payment of $25.5 million will be due on the maturity date. In July 2011, the Company made a principal payment of $4.0 million in connection with the receipt of insurance proceeds for water damage to portions of the building and improvements at 520 Broad Street (see Note 4). As a result of the payment, (1) the interest to be added to the principal balance during the Modification Period was reduced to an aggregate of $1.9 million and (2) the final balloon payment on the maturity date was reduced to $21.7 million.

(c)

On June 24, 2009, the Company issued a promissory note in the principal amount of $1.2 million in connection with the acquisition of the 49% interest in Union Telecard Alliance, LLC that it did not own. The note bears interest at 0.76% per annum. The principal and interest are payable in thirty six equal, monthly installments beginning on July 24, 2009 with the last payment on June 24, 2012. The Company has not made any payments since November 2011 due to disputes with the seller.

Revolving Credit Agreement

Effective July 30, 2012, the Company’s subsidiary, IDT Telecom, Inc., entered into a credit agreement, dated July 12, 2012, with TD Bank, N.A. for a line of credit facility for up to a maximum principal amount of $25.0 million. IDT Telecom may use the proceeds to finance working capital requirements, acquisitions and for other general corporate purposes. The line of credit facility is secured by primarily all of IDT Telecom’s assets. The principal outstanding will bear interest per annum, at the option of IDT Telecom, at either (a) the U.S. Prime Rate less 125 basis points, or (b) the LIBOR rate adjusted by the Regulation D maximum reserve requirement plus 150 basis points. Interest is payable monthly and all outstanding principal and any accrued and unpaid interest is due on the maturity date of July 11, 2014. IDT Telecom paid a closing fee of $25,000 and will pay a quarterly unused commitment fee of 0.375% per annum 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 financial targets and ratios during the term of the line of credit, including IDT Telecom may not pay any dividend on its capital stock and IDT Telecom’s aggregate loans and advances to affiliates or subsidiaries may not exceed $70.0 million. At July 31, 2012, there were no amounts borrowed or utilized for letters of credit under the line of credit, IDT Telecom was in compliance with all of the covenants, and IDT Telecom’s aggregate loans and advances to affiliates and subsidiaries was $6.3 million.

This ‘10-K/A’ Filing

Date

Other Filings

4/1/20

9/1/15

7/11/14

3/31/13

Filed on:

11/9/12

For Period end:

7/31/12

10-K, 8-K

7/30/12

8-K

7/12/12

6/24/12

7/28/10

7/24/09

6/24/09

4/1/09

2/7/08

8-K

10/1/05

8/26/05

List all Filings

Idt Corp – ‘10-K/A’ for 7/31/12 – ‘R15’

On: Friday, 11/9/12, at 9:19am ET · For: 7/31/12 · Accession #: 1193125-12-461999 · File #: 1-16371

Previous ‘10-K’: ‘10-K’ on 10/15/12 for 7/31/12 · Next: ‘10-K’ on 10/15/13 for 7/31/13 · Latest: ‘10-K’ on 10/16/23 for 7/31/23

Amendment to Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

‘R15’ — Notes Payable

This is an IDEA Financial Report. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

Idt Corp – ‘10-K/A’ for 7/31/12 – ‘R15’

On: Friday, 11/9/12, at 9:19am ET · For: 7/31/12 · Accession #: 1193125-12-461999 · File #: 1-16371

Previous ‘10-K’: ‘10-K’ on 10/15/12 for 7/31/12 · Next: ‘10-K’ on 10/15/13 for 7/31/13 · Latest: ‘10-K’ on 10/16/23 for 7/31/23

Amendment to Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34Filing Table of Contents

‘R15’ — Notes Payable

This is an IDEA Financial Report. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

Amendment to Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents