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Idt Corp · 10-K/A · For 7/31/12 · R23

Filed On 11/9/12, 9:19am ET   ·   Accession Number 1193125-12-461999   ·   SEC File 1-16371

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  As Of                Filer                Filing    For/On/As Docs:Size              Issuer               Agent

11/09/12  Idt Corp                          10-K/A      7/31/12   93:9.7M                                   RR Donnelley/FA

Amendment to Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K/A      Amendment No.1 to Form 10-K                         HTML     70K 
34: EXCEL       XBRL IDEA Workbook -- Financial Report (.xls)        XLS   1.50M 
62: R1          Document and Entity Information                     HTML     60K 
48: R2          Consolidated Balance Sheets                         HTML    208K 
59: R3          Consolidated Balance Sheets (Parenthetical)         HTML     59K 
65: R4          Consolidated Statements of Income                   HTML    178K 
84: R5          Consolidated Statements of Comprehensive Income     HTML     65K 
50: R6          Consolidated Statements of Equity                   HTML    107K 
58: R7          Consolidated Statements of Equity (Parenthetical)   HTML     31K 
42: R8          Consolidated Statements of Cash Flows               HTML    237K 
32: R9          Description of Business and Summary of Significant  HTML    107K 
                          Accounting Policies                                    
85: R10         Discontinued Operations                             HTML     73K 
67: R11         Fair Value Measurements                             HTML     49K 
66: R12         Property, Plant and Equipment                       HTML     44K 
72: R13         Goodwill and Other Intangibles                      HTML     64K 
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    113K 
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     74K 
81: R26         Selected Quarterly Financial Data (Unaudited)       HTML     82K 
89: R27         Description of Business and Summary of Significant  HTML    192K 
                          Accounting Policies (Policies)                         
37: R28         Description of Business and Summary of Significant  HTML     59K 
                          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     61K 
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    115K 
27: R37         Stock-Based Compensation (Tables)                   HTML     56K 
92: R38         Accumulated Other Comprehensive Income (Loss)       HTML     44K 
                          (Tables)                                               
 8: R39         Commitments and Contingencies (Tables)              HTML     48K 
45: R40         Business Segment Information (Tables)               HTML     61K 
83: R41         Selected Quarterly Financial Data (Unaudited)       HTML     79K 
                          (Tables)                                               
25: R42         Description of Business and Summary of Significant  HTML     81K 
                          Accounting Policies - Additional                       
                          Information (Detail)                                   
35: R43         Description of Business and Summary of Significant  HTML     45K 
                          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     54K 
                          (Detail)                                               
31: R47         Discontinued Operations - Summary Financial Data    HTML     46K 
                          of Discontinued Operations (Detail)                    
10: R48         Discontinued Operations - Schedule of Assets and    HTML     84K 
                          Liabilities of Discontinued Operations                 
                          (Detail)                                               
82: R49         Fair Value Measurements - Additional Information    HTML     36K 
                          (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    125K 
                          Other Operating (Losses) Gains, Net by                 
                          Business Segment (Detail)                              
18: R57         Notes Payable - Schedule of Notes Payable (Detail)  HTML    123K 
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     37K 
                          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     75K 
                          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     71K 
                          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     47K 
                          Schedule of Accumulated Balances for                   
                          Each Classification of Other                           
                          Comprehensive Income (Detail)                          
26: R75         Legal Proceedings - Additional Information          HTML     82K 
                          (Detail)                                               
19: R76         Commitments and Contingencies - Additional          HTML     59K 
                          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     39K 
                          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    113K 
                          Summary of Selected Quarterly Financial                
                          Data (Detail)                                          
90: XML         XBRL XML File -- Filing Summary                      XML    170K 
 2: EX-101.INS  XBRL Instance -- idt-20120731                        XML   2.35M 
 4: EX-101.CAL  XBRL Calculations -- idt-20120731_cal                XML    341K 
 5: EX-101.DEF  XBRL Definitions -- idt-20120731_def                 XML   1.41M 
 6: EX-101.LAB  XBRL Labels -- idt-20120731_lab                      XML   2.14M 
 7: EX-101.PRE  XBRL Presentations -- idt-20120731_pre               XML   1.60M 
 3: EX-101.SCH  XBRL Schema -- idt-20120731                          XSD    358K 
61: ZIP         XBRL Zipped Folder -- 0001193125-12-461999-xbrl      Zip    288K 


R23   —   Related Party Transactions


This is an XBRL IDEA Report rendered in HTML by the SEC.  [ Alternative Formats ]



 
v2.4.0.6
Related Party Transactions
12 Months Ended
Related Party Transactions

Note 15—Related Party Transactions

See Note 6 for a description of the IDT Global Israel transaction under “All Other” and Note 10 for a description of the Zedge transactions under “Sales of Stock of Subsidiaries.”

 

The Company entered into various agreements with Genie prior to the Genie Spin-Off including a Separation and Distribution Agreement to effect the separation and provide a framework for the Company’s relationship with Genie after the spin-off, and a Transition Services Agreement, which provides for certain services to be performed by the Company and Genie to facilitate Genie’s transition into a separate publicly-traded company. These agreements provide for, among other things, (1) the allocation between the Company and Genie of employee benefits, taxes and other liabilities and obligations attributable to periods prior to the spin-off, (2) transitional services to be provided by the Company relating to human resources and employee benefits administration, (3) the allocation of responsibilities relating to employee compensation and benefit plans and programs and other related matters, (4) finance, accounting, tax, internal audit, facilities, investor relations and legal services to be provided by the Company to Genie following the spin-off and (5) specified administrative services to be provided by Genie to certain of the Company’s foreign subsidiaries. In addition, the Company entered into a Tax Separation Agreement with Genie, which sets forth the responsibilities of the Company and Genie with respect to, among other things, liabilities for federal, state, local and foreign taxes for periods before and including the spin-off, the preparation and filing of tax returns for such periods and disputes with taxing authorities regarding taxes for such periods.

 

Pursuant to the Separation and Distribution Agreement, the Company indemnifies Genie and Genie indemnifies the Company for losses related to the failure of the other to pay, perform or otherwise discharge, any of the liabilities and obligations set forth in the agreement. Pursuant to the Tax Separation Agreement, the Company indemnifies Genie from all liability for the Company’s taxes with respect to any taxable period, and Genie indemnifies the Company from all liability for taxes of Genie and its subsidiaries with respect to any taxable period, including, without limitation, the ongoing tax audits related to Genie’s business. The Company’s Chairman of the Board and Chief Executive Officer, Howard S. Jonas, is the controlling stockholder and Chairman of the Board of Genie. The Company’s selling, general and administrative expenses were reduced by $2.7 million in fiscal 2012 as a result of the fees the Company charged to Genie for services provided pursuant to the Transition Services Agreement, net of the amounts charged by Genie to certain of the Company’s foreign subsidiaries. At July 31, 2012, other current assets reported in the Company’s consolidated balance sheet included $0.7 million receivable from Genie.

 

IDT Energy, Inc., a subsidiary of Genie, supplies electricity to the Company’s facilities in New Jersey. In fiscal 2012, the average amount billed by IDT Energy, Inc. to the Company was approximately $48,000 a month.

 

The Company provides office space, certain connectivity and other services to Jonas Media Group, a publishing firm owned by Howard Jonas. Billings for such services were $29,000, $17,000 and $24,000 in fiscal 2012, fiscal 2011 and fiscal 2010, respectively. The balance owed to the Company by Jonas Media Group was $29,000 and $0.3 million as of July 31, 2012 and 2011, respectively.

 

The Company, through its former subsidiary CTM Media Group (see Note 2), distributed brochures for a distribution firm controlled by Howard Jonas. Billings by CTM Media Group for such distribution services were $5,000 in fiscal 2010. The distribution firm also distributes brochures for CTM Media Group. Billings to CTM Media Group for such services were $15,000 in fiscal 2010. The fiscal 2010 amounts are for the period from August 1, 2009 through September 14, 2009 (the date of the CTM Spin-Off).

 

The Company obtains insurance policies from several insurance brokers, one of which is IGM Brokerage Corp. (“IGM”). IGM was, until his death in October 2009, owned by Irwin Jonas, father of Howard Jonas, and the Company’s General Counsel, Joyce J. Mason. IGM is currently owned by Irwin Jonas’ widow—the mother of Howard Jonas and Joyce Mason. Jonathan Mason, husband of Joyce Mason and brother-in-law of Howard Jonas, provides insurance brokerage services via IGM. Based on information the Company received from IGM, the Company believes that (1) IGM received commissions and fees from payments made by the Company (including payments from third party brokers) in the aggregate amounts of $19,000 in fiscal 2012 and $15,000 in each of fiscal 2011 and fiscal 2010, which fees and commissions inured to the benefit of Mr. Mason, and (2) the amounts IGM received in fiscal 2012, fiscal 2011 and fiscal 2010 represented IGM’s commission on various insurance policies held by the Company, for which the total payments by the Company to IGM were $0.2 million in each of fiscal 2012, fiscal 2011 and fiscal 2010. Neither Howard Jonas nor Joyce Mason has any ownership or other interest in IGM or the commissions paid to IGM other than via the familial relationships with Irwin Jonas and Jonathan Mason (and currently, Irwin Jonas’ widow).

 

Mason and Company Consulting, LLC (“Mason and Co.”), a company owned solely by Jonathan Mason, receives an annual fee for the insurance brokerage referral and placement of the Company’s health benefit plan with Brown & Brown Metro, Inc. Based on information the Company received from Jonathan Mason, the Company believes that Mason and Co. received from Brown & Brown Metro, Inc. commissions and fees from payments made by the Company in the amount of $20,000 in fiscal 2012 and $24,000 in each of fiscal 2011 and fiscal 2010. Neither Howard Jonas nor Joyce Mason has any ownership or other interest in Mason and Co. or the commissions paid to Mason and Co., other than via the familial relationships with Jonathan Mason.

 

Beginning in August 2009, IDT Domestic Telecom, Inc., a subsidiary of the Company, leased space in a building in the Bronx, New York. Howard Jonas and Samuel (Shmuel) Jonas, the Company’s Chief Operating Officer effective June 24, 2010 and previously the Company’s Vice President of Operations, and the son of Howard Jonas, are members of the limited liability company that owns the building. IDT Domestic Telecom rented 3,304 square feet for two years for $0.1 million per year and incurred costs of less than $0.1 million to build-out the space. In August 2009, the limited liability company was paid an aggregate of $0.3 million for the lease and the build-out costs.

 

The Company had loans receivable outstanding from employees aggregating $0.3 million and $0.2 million as of July 31, 2012 and 2011, respectively, which are included in “Other current assets” in the accompanying consolidated balance sheets.

 

Prior to the CTM Spin-Off, the Company provided certain services to CTM Holdings’ subsidiaries. The Company and CTM Holdings entered into a Master Services Agreement, dated September 14, 2009, pursuant to which, among other things, the Company provided certain administrative and other services to CTM Holdings on an interim basis. Such services included assistance with periodic reports required to be filed with the SEC as well as maintaining minutes, books and records of meetings of the Board of Directors and its committees, and assistance with corporate governance. Howard Jonas is the controlling stockholder and Chairman of the Board of CTM Holdings. In fiscal 2011 and fiscal 2010, the Company’s selling, general and administrative expenses were reduced by $0.1 million and $0.8 million, respectively, for the amounts charged to CTM Holdings. At July 31, 2011, other current assets included less than $0.1 million receivable from CTM Holdings.

 

The Company and CTM Holdings entered into a Tax Separation Agreement, dated as of September 14, 2009, to provide for certain tax matters including the assignment of responsibility for the preparation and filing of tax returns, the payment of and indemnification for taxes, entitlement to tax refunds and the prosecution and defense of any tax controversies. Pursuant to this agreement, the Company indemnifies CTM Holdings from all liability for taxes of CTM Holdings and its subsidiaries for periods ending on or before September 14, 2009, and CTM Holdings indemnifies the Company from all liability for taxes of CTM Holdings and its subsidiaries accruing after September 14, 2009. Also, for periods ending on or before September 14, 2009, the Company shall have the right to control the conduct of any audit, examination or other proceeding brought by a taxing authority. CTM Holdings shall have the right to participate jointly in any proceeding that may affect its tax liability unless the Company has indemnified CTM Holdings. Finally, CTM Holdings and its subsidiaries agreed not to carry back any net operating losses, capital losses or credits for any taxable period ending after September 14, 2009 to a taxable period ending on or before September 14, 2009 unless required by applicable law, in which case any refund of taxes attributable to such carry back shall be for the account of the Company.


Dates Referenced Herein   and   Documents Incorporated By Reference

This 10-K/A Filing   Date   Other Filings
8/1/09
9/14/094
9/15/098-K
6/24/103, 4, 8-K
7/31/1110-K
For The Period Ended7/31/1210-K, 8-K
Filed On / Filed As Of11/9/12
 
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Filing Submission 0001193125-12-461999   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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