UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
DC20549





FORM
10-Q





(Mark
One)





þ
              QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                SECURITIES
      EXCHANGE ACT OF 1934For
      the quarterly period ended October 31, 2010o
              TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                SECURITIES
      EXCHANGE ACT OF 1934


For
the transition period from ___ to ___


Commission
File Number: 001-34446











EasyLink
Services International Corporation


(Exact
Name of Registrant as Specified in Its Charter)





Delaware
            13-3645702(State or Other Jurisdiction
      of Incorporation or Organization)
            (I.R.S.
      Employer Identification No.)6025
      The Corners Parkway, Suite 100Norcross,
      Georgia
            30092(Address
      of Principal Executive Offices)
            (Zip
      Code)





Registrant’s
telephone number, including area code: (678) 533-8000





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 þ No o





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted 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 o  No
o





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





Large
      accelerated filer o
            Accelerated
      filer o
            Non-accelerated
      o
            Smaller
      reporting company þ





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





As of
November 30, 2010, the issuer had outstanding 29,318,324 shares of class A
common stock.












EASYLINK
SERVICES INTERNATIONAL CORPORATION


INDEX
TO FORM 10-Q





PagePART
      I FINANCIAL INFORMATIONItem
      1.   Financial Statements
                      
                      1Condensed
      Consolidated Balance Sheets as of October 31, 2010 (Unaudited) and July
      31, 2010
                      
                      1Condensed
      Consolidated Statements of Operations for the three months ended October
      31, 2010 and 2009 (Unaudited)
                      
                      2Condensed
      Consolidated Statements of Cash Flows for the three months ended October
      31, 2010and
      2009 (Unaudited)
                      
                      3Notes
      to Condensed Consolidated Financial Statements (Unaudited)
                      
                      4Item
      2.   Management’s Discussion and Analysis of Financial
      Condition and Results of Operations
                      
                      13Item
      3.   Quantitative and Qualitative Disclosures about Market
      Risk
                      
                      18Item
      4T.  Controls and Procedures
                      
                      18PART
      II OTHER INFORMATIONItem
      1.   Legal Proceedings
                      
                      19Item
      1A.  Risk Factors
                      
                      19Item
      2.   Unregistered Sales of Equity Securities and Use of
      Proceeds
                      
                      20Item
      3.   Defaults Upon Senior Securities
                      
                      20Item
      4.   [Removed and Reserved]
                      
                      20Item
      5.   Other Information
                      
                      20Item
      6.   Exhibits
                      
                      21Signatures
                      
                      22





PARTI.
FINANCIAL INFORMATION





Item
1. Financial Statements





Condensed
Consolidated Balance Sheets as of October 31, 2010 and July 31, 2010
(Unaudited)





October 31,
                  2010
                
                
                July 31,
                  2010ASSETSCurrent
      assets:Cash
      and cash equivalents
                
                $
                18,084,541
                
                
                $
                20,474,709Accounts
      receivable, net of allowance for doubtful accounts and allowance for sales
      returns and allowances of $1,920,556 and $1,662,502,
      respectively
                
                
                30,869,495
                
                
                
                11,480,688Prepaid
      expenses and other current assets
                
                
                3,627,507
                
                
                
                1,865,013Deferred
      tax asset
                
                
                6,602,064
                
                
                
                6,597,983Total
      current assets
                
                
                59,183,607
                
                
                
                40,418,393Property
      and equipment, net of accumulated depreciation of $17,205,845 and
      $16,379,755, respectively
                
                
                20,895,100
                
                
                
                5,521,146Goodwill
                
                
                62,776,775
                
                
                
                34,454,935Other
      intangible assets, net
                
                
                67,126,403
                
                
                
                15,874,281Deferred
      tax asset, net of valuation allowance
                
                
                7,134,343
                
                
                
                7,588,257Other
      assets
                
                
                1,104,414
                
                
                
                629,261Total
      assets
                
                $
                218,220,642
                
                
                $
                104,486,273LIABILITIES
      AND STOCKHOLDERS’ EQUITYCurrent
      liabilities:Accounts
      payable
                
                $
                7,520,394
                
                
                $
                2,310,168Notes
      payable
                
                
                27,901,860
                
                
                
                15,257,852Accrued
      expenses
                
                
                20,156,206
                
                
                
                8,740,386Accrued
      dividends, deferred revenue and other current liabilities
                
                
                1,622,747
                
                
                
                1,497,174Total
      current liabilities
                
                
                57,201,207
                
                
                
                27,805,580Notes
      payable, long term
                
                
                92,113,782
                
                
                
                9,684,263Other
      liabilities
                
                
                790,998
                
                
                
                285,017Total
      liabilities
                
                
                150,105,987
                
                
                
                37,774,860Commitments
      and contingenciesStockholders’
      Equity:Preferred
      stock:Series
      C Preferred Stock — par value $.01 per share, 5,000,000 shares authorized,
      44.76 votes per share; 5,000 shares issued and 5,000 outstanding
      (liquidation value of $5,166,575 at October 2010 and $5,116,164 at July
      2010)
                
                
                50
                
                
                
                50Common
      stock:Class
      A — par value $.01 per share, 300,000,000 shares authorized, one vote per
      share; 30,297,802 and 30,255,293 shares issued at October 31, 2010 and
      July 31, 2010, respectively
                
                
                302,978
                
                
                
                302,553Additional
      paid-in capital
                
                
                133,014,068
                
                
                
                132,798,748Treasury
      stock — 1,000,000 shares as of October 2010 and July 2010
                
                
                (2,122,288
                )
                
                
                (2,122,288
                )Accumulated
      other comprehensive loss
                
                
                (5,576,428
                )
                
                
                (5,796,782
                )Accumulated
      deficit
                
                
                (57,503,725
                )
                
                
                (58,470,868
                )Total
      stockholders’ equity
                
                
                68,114,655
                
                
                
                66,711,413Total
      liabilities and stockholders’ equity
                
                $
                218,220,642
                
                
                $
                104,486,273





See notes
to condensed consolidated financial statements.




1


Condensed
Consolidated Statements of Operations for the three months ended October 31,
2010 and 2009 (Unaudited)




Three Months Ended
                      October 31,2010
                    
                    
                    2009Service
      revenues, net
                    
                    $
                    22,735,880
                    
                    
                    $
                    20,498,141Cost
      of services
                    
                    
                    6,591,278
                    
                    
                    
                    6,086,865Gross
      profit
                    
                    
                    16,144,602
                    
                    
                    
                    14,411,276Operating
      expenses:Product
      development and enhancement
                    
                    
                    1,938,151
                    
                    
                    
                    1,858,874Selling
      and marketing
                    
                    
                    2,957,710
                    
                    
                    
                    3,269,434General
      and administrative
                    
                    
                    9,186,665
                    
                    
                    
                    7,222,582Operating
      income
                    
                    
                    2,062,076
                    
                    
                    
                    2,060,386Other
      income (expense):Interest
      and investment income
                    
                    
                    3,547
                    
                    
                    
                    7,336Interest
      expense
                    
                    
                    (813,096
                    )
                    
                    
                    (493,832
                    )Foreign
      exchange gain
                    
                    
                    185,837
                    
                    
                    
                    279,950Other
      income
                    
                    
                    121,542
                    
                    
                    
                    54,006(502,170
                    )
                    
                    
                    (152,540
                    )Income
      before income taxes
                    
                    
                    1,559,906
                    
                    
                    
                    1,907,846Provision
      for income taxes
                    
                    
                    592,764
                    
                    
                    
                    543,860Net
      income
                    
                    
                    967,142
                    
                    
                    
                    1,363,986Dividends
      on preferred stock
                    
                    
                    (50,411
                    )
                    
                    
                    (216,187
                    )Net
      income attributable to common stockholders
                    
                    $
                    916,731
                    
                    
                    $
                    1,147,799Basic
      income per common share
                    
                    $
                    .03
                    
                    
                    $
                    .04Diluted
      income per common share
                    
                    $
                    .03
                    
                    
                    $
                    .04Anti-dilutive
      stock options, restricted stock, warrants, and Series C preferred
      stock
                    
                    
                    1,446,451
                    
                    
                    
                    4,184,714Weighted
      average number of common shares outstanding — basic
                    
                    
                    29,260,600
                    
                    
                    
                    26,269,172Weighted
      average number of common shares outstanding — diluted
                    
                    
                    30,217,739
                    
                    
                    
                    29,415,574




See notes
to condensed consolidated financial statements.




2


Condensed
Consolidated Statements of Cash Flows for the three months ended October 31,
2010 and 2009


(Unaudited)




Three Months Ended October 31,2010
                  
                  
                  2009Cash
      flows from operating activities:Net
      income
                  
                  $
                  967,142
                  
                  
                  $
                  1,363,986Adjustments
      to reconcile net income  to net cash provided by operating
      activities:Depreciation
      and amortization
                  
                  
                  2,208,504
                  
                  
                  
                  2,056,778Bad
      debt expense
                  
                  
                  48,295
                  
                  
                  
                  106,926Amortization
      of discount and other non-cash interest expense
                  
                  
                  496,196
                  
                  
                  
                  148,287Deferred
      tax expense
                  
                  
                  449,833
                  
                  
                  
                  477,000Non-cash
      charges for equity instruments issued for compensation and
      services
                  
                  
                  266,159
                  
                  
                  
                  235,915Non-cash
      equity in losses of investment and other non-cash items
                  
                  
                  —
                  
                  
                  
                  130Changes
      in assets and liabilitiesAccounts
      receivable
                  
                  
                  (2,939,555
                  )
                  
                  
                  (432,737
                  )Prepaid
      expenses and other assets
                  
                  
                  (96,042
                  )
                  
                  
                  257,391Accounts
      payable
                  
                  
                  1,548,553
                  
                  
                  
                  (290,763
                  )Accrued
      expenses
                  
                  
                  2,171,905
                  
                  
                  
                  602,214Other
      liabilities
                  
                  
                  (200,493
                  )
                  
                  
                  (182,413
                  )Net
      cash provided by operating activities
                  
                  
                  4,920,497
                  
                  
                  
                  4,342,714Cash
      flows from investing activities:Purchases
      of property and equipment
                  
                  
                  (173,956
                  )
                  
                  
                  (297,078
                  )Acquisition,
      net of cash acquired
                  
                  
                  (101,514,250
                  
                  
                  
                  —Net
      cash used in investing activities
                  
                  
                  (101,688,206
                  )
                  
                  
                  (297,078
                  )Cash
      flows from financing activities:Borrowings
      of notes payable
                  
                  
                  122,000,000
                  
                  
                  
                  —Repayments
      of notes payable and capital lease
                  
                  
                  (27,621,851
                  )
                  
                  
                  (7.082
                  )Net
      cash (used in) financing activities
                  
                  
                  94,378,149
                  
                  
                  
                  (7,082
                  )Effect
      of foreign exchange rate changes on cash and cash
    equivalents
                  
                  
                  (608
                  )
                  
                  
                  (113,369
                  )Net
      (decrease) increase in cash and cash equivalents
                  
                  
                  (2,390,168
                  )
                  
                  
                  3,925,185Cash
      and cash equivalents, beginning of period
                  
                  
                  20,474,709
                  
                  
                  
                  10,972,365Cash
      and cash equivalents, end of period
                  
                  $
                  18,084,541
                  
                  
                  $
                  14,897,550




See notes
to condensed consolidated financial statements.


3


EASYLINK
SERVICES INTERNATIONAL CORPORATION


Notes
to Condensed Consolidated Financial Statements (Unaudited)





1.
BASIS OF PRESENTATION





The
accompanying unaudited condensed consolidated financial statements of EasyLink
Services International Corporation (referred to as “EasyLink,” the “Company,”
“we,” “our” or “us”) have been prepared in accordance with accounting principles
generally accepted in the United States of America (“GAAP”) for interim
financial information. In the opinion of management, such statements include all
adjustments (consisting only of normal recurring adjustments) necessary for the
fair presentation of our financial position, results of operations and cash
flows as of the dates and for the periods indicated. Pursuant to the
requirements of the Securities and Exchange Commission (“SEC”) applicable to
Quarterly Reports on Form 10-Q, the accompanying financial statements do not
include all disclosures required by GAAP for annual financial statements. While
we believe the disclosures presented are adequate to make the information not
misleading, these unaudited interim condensed consolidated financial statements
should be read in conjunction with the consolidated financial statements and
related notes included in our Annual Report on Form 10-K for the fiscal year
ended July 31, 2010.





The
condensed consolidated balance sheet as of July 31, 2010 has been derived from
the audited consolidated financial statements as of that date.





Operating
results for the three–month period ended October 31, 2010 are not necessarily
indicative of the results that may be expected for the fiscal year ending July
31, 2011 or any future period.





Principles
of consolidation and basis of presentation





The
consolidated financial statements include the accounts of EasyLink and our
wholly-owned subsidiaries. All significant intercompany transactions have been
eliminated in consolidation.





Recently
Adopted Accounting Pronouncements





In
January 2010, the FASB issued ASU 2010-06, Fair Value Measurements and
Disclosures (Topic 820): Improving Disclosures about Fair Value
Measurements.  This ASU requires reporting entities to make new
disclosures about recurring or nonrecurring fair-value measurements including
significant transfers into and out of Level 1 and Level 2 fair-value
measurements and information about purchases, sales, issuances, and settlements
on a gross reconciliation of Level 3 fair-value measurements.  This
ASU also clarifies existing fair-value measurement disclosure guidance about the
level of disaggregation, inputs, and valuation techniques.  This ASU
is effective for interim and annual reporting periods beginning after December
15, 2009, except for the disclosures about purchases, sales, issuances, and
settlements in the roll forward of activity in Level 3 fair value
measurements.  Those disclosures are effective for fiscal years
beginning after December 15, 2010, and for interim periods within those fiscal
years.  Early adoption is permitted.  The adoption of the
applicable portions of this ASU did not have a material effect on the Company's
consolidated financial statements.  The Company is currently
evaluating the impact that the adoption of the remainder of this guidance might
have on its consolidated financial statement disclosures in the first quarter of
fiscal 2012.





In
October 2009, the FASB issued ASU No. 2009-13, which amends ASC 605-25,
Revenue Recognition;
Multiple-Element Arrangements.  These amendments provide
clarification on whether multiple deliverables exist, how the arrangement should
be separated, and the consideration allocated.  An entity is required to
allocate revenue in an arrangement using estimated selling prices of
deliverables in the absence of vendor-specific objective evidence or third-party
evidence of selling price. These amendments also eliminate the use of the
residual method and require an entity to allocate revenue using the relative
selling price method.  These amendments significantly expand the disclosure
requirements for multiple-deliverable revenue arrangements.  These
provisions are to be applied on a prospective basis for revenue arrangements
entered into or materially modified in fiscal years beginning on or after
June 15, 2010, with earlier application permitted.  The Company is
currently evaluating the impact of these amendments on its consolidated
financial statements.


4





In
October 2009, the FASB issued ASU No.2009-14 Software (Topic 985) “Certain
Revenue Arrangements That Include Software Elements – a consensus of the FASB
Emerging Issues Task Force”.  This ASU is only effective for fiscal
years beginning on or after June 15, 2010.  We have determined that the ASU
did not have a material impact on our financial statements.





2.
ACQUISITION





Xpedite
Business





On
October 21, 2010 we acquired the iSend and iNotify advanced messaging businesses
(the “Xpedite Business”) from Premiere Global Services, Inc. (“PGI”) for $105
million in cash, through the purchase of PGI’s wholly-owned subsidiaries,
Xpedite Systems, LLC and Premiere Global Services (UK) Limited and certain
related assets owned by PGI’s subsidiary Premiere Conferencing (Canada)
Limited.  We paid for the acquisition with $5 million of cash on hand
and a new credit facility consisting of a $110 million term loan and a $20
million revolving loan (the “2010 Loans”), of which $12 million of the revolving
loan was drawn upon to refinance our existing credit facility
indebtedness.  The 2010 Loans call for quarterly payments of
$4,125,000 with interest and a final balloon payment in 2014, with interest,
which commence on January 31, 2011.




The 2010
Loans are secured by substantially all of the US assets of the Company and
guarantees by certain of the international subsidiaries of the Company and
related pledges of a portion of the stock of certain of the international
subsidaries.




The Credit Agreement for the 2010
Loans contains usual and customary covenants for financings of this type,
including, among other things: (i) requirements to deliver financial
statements, other reports and notices; (ii) restrictions on additional
indebtedness; (iii) restrictions on dividends, distributions and
redemptions of equity and repayment of subordinated indebtedness;
(iv) restrictions on liens; (v) restrictions on making certain
payments; (vi) restrictions on investments; (vii) restrictions on
asset dispositions and other fundamental changes; and (viii) restrictions
on transactions with affiliates. In addition, the Credit Agreement contains
certain financial covenants, including, among other things: (i) a maximum
leverage ratio; (ii) a minimum fixed charge coverage ratio; (iii) a
minimum amount of consolidated adjusted EBITDA; (iv) a minimum amount of
liquidity; and (v) a maximum amount of capital expenditures. Without the
permission of the Lenders, our ability to complete material acquisitions will be
restricted.  A default on any of these restrictions and covenants will
cause, in certain circumstances, the amounts due under such agreements to become
due and payable upon demand.





In order to close the Xpedite
acquisition, we spent approximately $3.8 million, of which approximately $1.6
million was expensed as occurred and approximately $2.2 million was recorded as
a discount to the term loan and will be amortized over the same period as the
term loan.





An adjustment to the purchase price
will be made based on the working capital of the acquired business at the
acquisition date as defined in the Security and Asset Purchase Agreement dated
October 21, 2010 entered into in connection with the acquisition of the Xpedite
Business.  If the working capital is less than $6.4 million, PGI will
pay for the shortfall.  If the working capital is greater than $6.4
million we will be required to pay the surplus to PGI up to $2.0
million.  As of the end of the quarter management expects that we will
be required to pay PGI the $2.0 million for the working capital
adjustment.


5


2. ACQUISITION
(Continued)





The
following table provides the estimated fair value of assets acquired and
liabilities assumed in the Xpedite Business acquisition.  The
preliminary purchase price allocation is based on the estimated fair value of
assets acquired and liabilities assumed:





Cash
                
                $
                5,485,750Accounts
      receivable
                
                
                16,389,901Prepaid
      expenses and other current assets
                
                
                1,883,623Fixed
      assets
                
                
                16,086,492Intangible
      assets — customer relationships
                
                
                34,800,000Intangible
      assets — software
                
                
                16,400,000Intangible
      assets — non-competes
                
                
                1,200,000Other
      Assets
                
                
                300,493Accounts
      payable and Accrued Expenses
                
                
                (12,791,105
                )Other
      current liabilities
                
                
                (197,258
                )Capital
      leases
                
                
                (199,182
                )Long
      term liabilities
                
                
                (543,157
                )Fair
      value of net assets acquired
                
                
                78,815,557Goodwill
                
                
                28,184,443Total
      purchase price
                
                $
                107,000,000





Estimates
of acquired intangible assets are as follows:


Acquired Intangible Assets
                
                Estimated
                  Fair Value
                
                
                Weighted Average
                  Estimated
                  Useful Life (yrs)Customer
      Relationships
                
                $
                34,800,000
                
                
                
                10-12Internally
      developed software
                
                
                16,400,000
                
                
                
                8-10Non-competes
                
                
                1,200,000
                
                
                
                5Goodwill
                
                
                28,184,443
                
                
                Non-amortizable





As part
of the allocation of the purchase price, using an independent valuation expert’s
preliminary results, the Company has recorded certain tangible assets,
intangible assets and goodwill. The preliminary results are subject to
adjustment upon finalization of the valuation. The final allocation price could
differ materially from the preliminary allocation. Any subsequent changes to the
purchase price allocation that result in material changes to our consolidated
financial results will be adjusted retrospectively.





The
Goodwill and Intangibles acquired in the Xpedite acquisition were all related to
the On Demand business segment.




6





2.
ACQUISITION (Continued)





Pro
Forma Financial Information





The pro
forma statements below are for the combined entities and demonstrate the
statement of operations as if the transaction had occurred as of the beginning
of the quarters ended October 31, 2009.  The statements for the
Xpedite Business are based on carve-out financial statements provided by PGI,
and as such, reflect expenses incurred by PGI in order to support their
management structure and includes allocations deemed reasonable by PGI’s
management.





Pro
Forma Consolidated Combined Statement of Operations


(in
thousands)


Three Months Ended
                      October 31,2010
                    
                    
                    2009Service
      revenues, net
                    
                    $
                    48,125
                    
                    
                    $
                    52,772Cost
      of services
                    
                    
                    16,660
                    
                    
                    
                    19,454Gross
      profit
                    
                    
                    31,465
                    
                    
                    
                    33,318Operating
      expenses:Product
      development and enhancement
                    
                    
                    3,021
                    
                    
                    
                    3,439Selling
      and marketing
                    
                    
                    8,671
                    
                    
                    
                    10,368General
      and administrative
                    
                    
                    23,733
                    
                    
                    
                    29,248Operating
      income
                    
                    
                    (3,960
                    )
                    
                    
                    (9,737
                    )Other
      income (expense):Interest
      expense, net
                    
                    
                    (1,340
                    )
                    
                    
                    (1,412
                    )Foreign
      exchange gain
                    
                    
                    208
                    
                    
                    
                    340Other
      income
                    
                    
                    122
                    
                    
                    
                    54Income
      before income taxes
                    
                    
                    (4,970
                    )
                    
                    
                    (10,755
                    )Benefit
      for income taxes
                    
                    
                    (1,889
                    )
                    
                    
                    (3,011
                    )Net
      income
                    
                    
                    (3,081
                    )
                    
                    
                    (7,744
                    )Dividends
      on preferred stock
                    
                    
                    (50
                    )
                    
                    
                    (216
                    )Net
      income attributable to common stockholders
                    
                    $
                    (3,131
                    )
                    
                    $
                    (7,960
                    )Basic
      income per common share
                    
                    $
                    (0.11
                    )
                    
                    $
                    (0.30
                    )Diluted
      income per common share
                    
                    $
                    (0.11
                    )
                    
                    $
                    (0.30
                    )Weighted
      average number of common shares outstanding — basic
                    
                    
                    29,261
                    
                    
                    
                    26,269Weighted
      average number of common shares outstanding — diluted
                    
                    
                    29,261
                    
                    
                    
                    29,269




The pro
forma statements reflect the results of operations for the Company for its
fiscal quarters ended October 31, 2010 and 2009, and the results of operations
for the Xpedite Business for its fiscal quarters ended September 30, 2010 and
2009. The pro forma adjustments used to prepare the statements above, include
the removal of intercompany interest between the Xpedite Business and PGI of $0
in 2009 and $71,000 in 2010 as well as the removal of the amortization of the
intangible assets for the Xpedite Business due to the revaluation of intangibles
that was performed subsequent to the acquisition of $29,000 in 2009 and $23,000
in 2010.  In addition to the removal of expenses for the Xpedite
Business, interest expense has been increased by $926,000 in 2009 and $561,000
in 2010 to reflect the new debt agreement and amortization of the intangibles
has been increased by $1,306,000 for 2009 and 2010 in order to reflect the new
value of the intangibles subsequent to the acquisition date.


7


2.
ACQUISITION (Continued)


For the
10 day period ending October 31, 2010 the Xpedite Business provided
approximately $474K in net income for the On Demand business segment, which
consisted of approximately $2.9 million in gross revenue and $2.4 million in
expenses.





3.
ACQUIRED INTANGIBLE ASSETS AND GOODWILL





Intangible
assets net of accumulated amortization are summarized as follows:





Weighted average
                          amortization
                          period (years)
                        
                        
                        October 31, 2010
                        
                        
                        July 31, 2010Purchased
      customer relationships
                        
                        6-12
                        
                        
                        $
                        52,726,101
                        
                        
                        $
                        17,853,802Internally
      developed systems
                        
                        4-10
                        
                        
                        
                        26,974,244
                        
                        
                        
                        10,516,331Non-Competes
                        
                        5
                        
                        
                        
                        1,200,000
                        
                        
                        
                        —Trade
      names
                        
                        <1
                        
                        
                        
                        3,745,539
                        
                        
                        
                        3,733,670Intangible
      assets, gross
                        
                        
                        
                        
                        
                        $
                        84,645,884
                        
                        
                        $
                        32,103,803Less
      accumulated amortization:Purchased
      customer relationships
                        
                        
                        
                        
                        
                        $
                        (8,093,155
                        )
                        
                        
                        (7,437,966
                        )Internally
      developed systems
                        
                        
                        
                        
                        
                        
                        (9,259,953
                        )
                        
                        
                        (8,640,564
                        )Non-Competes
                        
                        
                        
                        
                        
                        
                        (6,452
                        )
                        
                        
                        —Trade
      names
                        
                        
                        
                        
                        
                        
                        (159,921
                        )
                        
                        
                        (150,992
                        )Accumulated
      amortization
                        
                        
                        
                        
                        
                        
                        (17,519,481
                        )
                        
                        
                        (16.229,522
                        )Intangible
      assets, net
                        
                        
                        
                        
                        
                        $
                        67,126,403
                        
                        
                        $
                        15,874,281




Trade
names in the amount of $3,495,539 are not amortizable.




The
changes in the carrying amount of intangible assets for the quarter ended
October 31, 2010 is as follows:




Balance
      at July 31, 2010
                  
                  $
                  15,874,281Purchases
      of customer relationships
                  
                  
                  34,800,000Purchase
      of internally developed software
                  
                  
                  16,400,000Purchase
      of non-competes
                  
                  
                  1,200,000Intangible
      amortization
                  
                  
                  (1,318,375
                  )Foreign
      currency effect
                  
                  
                  170,497Balance
      at October 31, 2010
                  
                  $
                  67,126,403







The
changes in the carrying amount of goodwill for the quarter ended October 31,
2010 as follows:




Balance
      at July 31, 2010
                  
                  $
                  34,454,935Goodwill
      purchased
                  
                  
                  28,184,443Foreign
      currency effect
                  
                  
                  137,397Balance
      at October 31, 2010
                  
                  $
                  62,776,775


8





4.
NOTES PAYABLE




Long term
debt and capital lease obligations at October 31, 2010 and July 31, 2010 are as
follows:




October 31, 2010
                  
                  
                  July 31, 2010Term
      Loan
                  
                  $
                  110,000,000
                  
                  
                  $
                  25,416,667Revolving
      Line of Credit
                  
                  
                  12,000,000
                  
                  
                  
                  —Capital
      Leases
                  
                  
                  199,182
                  
                  
                  
                  —Subtotal
                  
                  
                  122,199,182
                  
                  
                  
                  25,416,667Less
      current portion of capital leases
                  
                  
                  91,261
                  
                  
                  
                  —Less
      debt discount
                  
                  
                  2,183,540
                  
                  
                  
                  474,552Less
      current portion of long term debt
                  
                  
                  27,810,599
                  
                  
                  
                  15,257,852Long
      term debt
                  
                  $
                  92,113,782
                  
                  
                  $
                  9,684,263





On
October 21, 2010 we acquired the Xpedite Business for $105 million in
cash.  We paid for the acquisition with $5 million of cash on hand and
a new credit facility consisting of a $110 million term loan and a $20 million
revolving loan, which also refinanced our existing credit facility
indebtedness.  The 2010 Loans call for quarterly payments of
$4,125,000 with interest and a final balloon payment in 2014, with interest,
which commence on January 31, 2011.




The debt
discount consists of bank fees associated with the closing of the 2010 loans
totaling approximately $2.2 million.  The other expenses related to
the 2010 acquisitions were expensed as incurred in accordance with ASC 805
Business Combinations and total approximately $1.6 million.




The
Credit Agreement for the 2010 Loans contains usual and customary covenants for
financings of this type, including, among other things: (i) requirements to
deliver financial statements, other reports and notices; (ii) restrictions on
additional indebtedness; (iii) restrictions on dividends, distributions and
redemptions of equity and repayment of subordinated indebtedness;
(iv) restrictions on liens; (v) restrictions on making certain
payments; (vi) restrictions on investments; (vii) restrictions on
asset dispositions and other fundamental changes; and (viii) restrictions
on transactions with affiliates.  In addition, the Credit Agreement
contains certain financial covenants, including, among other things: (i) a
maximum leverage ratio; (ii) a minimum fixed charge coverage ratio;
(iii) a minimum amount of consolidated adjusted EBITDA; (iv)a minimum
amount of liquidity; and (v) a maximum amount of capital expenditures.
Without the permission of the Lenders, our ability to complete material
acquisitions will be restricted.  A default on any of these
restrictions and covenants will cause, in certain circumstances, the amounts due
under such agreements to become due and payable upon demand.





Borrowings
under the Credit Agreement bear interest, at the Company’s election, at a rate
tied to one of the following rates, in each case plus a specified margin:
(i) the higher of (1) the Administrative Agent’s prime lending rate,
(2) the U.S. Federal Funds Rate plus 0.5%, and (3) adjusted one-month
LIBOR plus 1.0%; (ii) adjusted LIBOR for the interest period of such
borrowing; and (iii) a LIBOR index rate. The interest margin for each such
type of borrowing varies from 1.75% to 4.50%, depending on the Company’s
consolidated leverage ratio at the time of such borrowing.





5. STOCKHOLDERS’
EQUITY





Dividends





The
holders of the outstanding shares of our series C preferred stock are entitled
to receive a 4% per share annual cumulative dividend payable in cash or shares
of common stock at our option.  Dividends accrue and are cumulative on
a daily basis, whether or not earned or declared.  The series C
preferred stock has a par value of $0.01 and a liquidation value of $1,000 per
share.


9


5. STOCKHOLDERS’
EQUITY (Continued)


As of
October 31, 2010 and July 31, 2010, accrued dividends, for the series C
preferred stock, of $166,575 and $116,164, respectively, were included in
accrued expenses on our balance sheet. Total liquidation preferences of the
series C preferred stock were $5,166,575 and $5,116,164 at October 31, 2010 and
July 31, 2010, respectively.





6.
FAIR VALUE REPORTING





GAAP
clarifies that fair value is an exit price, representing the amount that would
be received upon sale of an asset or paid to transfer a liability in an orderly
transaction between market participants. As such, fair value is a market-based
measurement that should be determined based on assumptions that market
participants would use in pricing an asset or liability. As a basis for
considering such assumptions, GAAP establishes a three-tier fair value
hierarchy, which prioritizes the inputs used in measuring fair value as
follows:





•
              Level
      1 — Observable inputs such as quoted prices in active
    market;





•
              Level
      2 — Inputs, other than the quoted prices in active markets, that are
      observable either directly or indirectly;
and





•
              Level
      3 — Unobservable inputs in which there is little or no market data, which
      require the reporting entity to develop its own
    assumptions.





The
following table presents the Company’s assets and liabilities that are measured
at fair value on a recurring basis at October 31, 2010:





Quoted Prices in
                      Active Markets
                      for Identical
                      Assets
                      (Liabilities)
                      (Level 1)
                    
                    
                    Significant
                      Other
                      Observable
                      Inputs (Level 2)
                    
                    
                    Significant
                      Unobservable
                      Inputs (Level 3)
                    
                    
                    Carrying AmountCash
                    
                    $
                    15,070,141
                    
                    
                    
                    —
                    
                    
                    
                    —
                    
                    
                    $
                    15,070,141Cash
      Equivalents
                    
                    $
                    3,014,400
                    
                    
                    
                    —
                    
                    
                    
                    —
                    
                    
                    $
                    3,014,400Notes
      Payable
                    
                    
                    —
                    
                    
                    
                    —
                    
                    
                    $
                    (120,865,058
                    )
                    
                    $
                    (120,015,642
                    )





The
carrying amount of the notes payable contains a $2,183,540 discount. Management
believes that the assets can be liquidated without restriction.


10





7.
COMMITMENTS AND CONTINGENCIES





Litigation





From time
to time, we may be party to various legal proceedings and claims, either
asserted or unasserted, which arise in the ordinary course of business. 
While the outcome of these matters cannot be predicted with certainty, we do not
believe that the outcome of any of these claims or any of the legal matters
mentioned elsewhere in this Quarterly Report will have a material adverse effect
on our consolidated financial position, results of operations or cash
flow.





In June
2008, j2 Global Communications, Inc. (“j2”) brought a patent infringement
lawsuit against us, alleging that we infringe upon three of j2's patents, U.S.
Patent Nos. 6,597,688, 7,020,132 and 6,208,638.  The case is pending  in
the U.S. District Court for the Central District of California and is
currently in the discovery phase. We have denied infringing any of the j2
patents and have filed a counterclaim seeking a declaratory judgment that the j2
patents are invalid. The case is scheduled for trial in July 2011.





In
connection with the termination of an agreement to sell the portal operations of
our discontinued India.com business, one of our subsidiaries is party to pending
litigation (India.com v. Dalal). Judgment was entered against the subsidiary in
the amount of $1,482,347.  We are pursuing an appeal in the U.S.
Court of Appeals for the Second Circuit and expect a decision toward
the end of 2010 or early 2011.





As a
result of a New York state sales tax audit completed in 2005 of EasyLink
Services International, Inc., a dissolved subsidiary of EasyLink Services
Corporation, EasyLink Services International, Inc. was assessed approximately
$450,000 in tax, interest, and penalties on sales for the sales tax period
beginning March 1, 2001 and ending May 31, 2004.  EasyLink Services
International, Inc. appealed the assessment administratively to the New York
Division of Tax Appeals, which resulted in an opinion in 2008 in favor of
EasyLink Services International, Inc.  In late July 2009, after appeal by
the New York Department of Taxation and Finance, the decision was reversed by
the administrative New York Tax Appeals Tribunal and remanded back to the
administrative law judge to determine allocation and penalty issues.  On
remand, the Administrative Law Judge upheld Tax Department's position on the
allocation issues but agreed with EasyLink on the penalty issues and cancelled
all penalties.  The Administrative Law Judge's decision on remand is now
being appealed back to the Tribunal.





The
outcome of litigation cannot be assured, and despite management’s views of
the merits of any litigation, or the reasonableness of our estimates and
reserves, our cash balances could nonetheless be materially affected by an
adverse judgment.  In accordance with ASC 450, Contingencies, we believe we
have adequately reserved for the contingencies arising from the above legal
matters where an outcome was deemed to be probable and the loss amount could be
reasonably estimated.  As such, we do not believe that the anticipated
outcome of the aforementioned proceedings will have a materially adverse impact
on our financial condition, cash flows or results of
operations.


11





8.
INTERIM SEGMENT DISCLOSURES





Our
operations are divided into two business segments, which are defined as
follows:





•
              Supply
      Chain Messaging Segment (“Supply Chain”), which includes all our
      electronic data interchange (“EDI”) and telex
  services.





•
              On
      Demand Messaging Segment (“On Demand”), which includes all fax, e-mail,
      document capture and management (“DCM”), workflow and Notify
      services





The table
below summarizes information about operations for the fiscal quarters ended
October 31, 2010 and 2009 which includes 10 days of operations of the recently
acquired Xpedite Business:





Supply Chain
                  
                  
                  On Demand
                  
                  
                  TotalQuarter
      Ended October 31, 2010Revenue
      from external customers
                  
                  $
                  9,781,393
                  
                  
                  $
                  12,954,487
                  
                  
                  $
                  22,735,880Segment
      gross profit
                  
                  $
                  7,245,919
                  
                  
                  $
                  8,898,683
                  
                  
                  $
                  16,144,602





The
following is a reconciliation of operating segment income to net income for the
quarter ended October 31, 2010:





Segment
      gross profit
                  
                  $
                  16,144,602Corporate
      expenses
                  
                  
                  14,082,526Operating
      income
                  
                  
                  2,062,076Other
      income (expense), net
                  
                  
                  (502,170
                  )Income
      before income taxes
                  
                  
                  1,559,906Income
      tax expense
                  
                  
                  592,764Net
      income
                  
                  $
                  967,142








Supply Chain
                  
                  
                  On Demand
                  
                  
                  TotalQuarter
      Ended October 31, 2009Revenue
      from external customers
                  
                  $
                  10,571,248
                  
                  
                  $
                  9,926,893
                  
                  
                  $
                  20,498,141Segment
      gross profit
                  
                  $
                  7,776,926
                  
                  
                  $
                  6,634,350
                  
                  
                  $
                  14,411,276





The
following is a reconciliation of operating segment income to net income for the
quarter ended October 31, 2009:





Segment
      gross profit
                
                $
                14,411,276Corporate
      expenses
                
                
                12,350,890Operating
      income
                
                
                2,060,386Other
      income (expense), net
                
                
                (152,540
                )Income
      before income taxes
                
                
                1,907,846Income
      tax expense
                
                
                543,860Net
      income
                
                $
                1,363,986




12




Item
2. Management’s Discussion and Analysis of Financial Condition and Results of
Operations





Forward
Looking Statement Disclaimer





All
statements other than statements of historical facts included in this Quarterly
Report regarding our financial position, business strategy and plans and
objectives of management for future operations are forward-looking statements.
These forward-looking statements are based on the beliefs of management, as well
as assumptions made by and information currently available to management. When
used in this quarterly report, the words “anticipate,” “believe,” “estimate,”
“expect,” “may,” “will,” “hope,” “continue” and “intend,” and words or phrases
of similar import, as they relate to our financial position, business strategy
and plans, or objectives of management, are intended to identify forward-looking
statements. These statements reflect our current view with respect to future
events and are subject to risks, uncertainties and assumptions related to
various factors, including, without limitation, those described in Item 1A of
Part II of this Quarterly Report under the heading “Risk Factors” and in our
registration statements and periodic reports filed with the SEC under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the
Securities Act of 1933, as amended (the “Securities Act”).





Although
we believe that our expectations are reasonable, we cannot assure you that our
expectations will prove to be correct. Should any one or more of these risks or
uncertainties materialize, or should any underlying assumptions prove incorrect,
actual results may vary materially from those described in this Quarterly Report
as anticipated, believed, estimated, expected, hoped or intended.





Business
Overview





We are a
global provider of value added services that facilitate the electronic exchange
of documents and information between enterprises, their trading communities and
their customers. We deliver most of our services through a global IP network,
which hosts our applications on enterprise-class platforms that are comprised of
server and network operations centers located worldwide.





Our core
services include EDI services, fax services, telex services and other services
that are integral to the movement of money, materials, products, people and
information in the global economy including documents such as insurance claims,
trade and travel confirmations, purchase orders, invoices, shipping notices and
funds transfers that help our customers to be more efficient and mobile. Our
operations include two business segments defined as follows:





·
            Supply
      Chain segment, which includes all our EDI and telex
    services.





·
            On
      Demand segment, which includes all fax, e-mail, DCM, workflow and Notify
      (which includes the acquired Xpedite Business)
  services.





Global
macro economic trends are important barometers for our business. Changes in the
level of economic activity are reflected directly in the volumes of our services
used by our customers in both segments of our business. As the United States and
global economies have experienced recession, we have seen a decrease in the
volume of demand for our services from existing customers, as well as increasing
pricing pressure and customer bankruptcies and reorganizations. However,
extended economic slowdowns can possibly improve customer acquisition
opportunities as larger companies look to outsource business functions in our
service segments to reduce internal costs. We expect volume trends to reverse
when and as the United States and global economies move into a more robust
recovery and current unemployment levels begin to decline. Our management has
taken steps to adjust our cost structure to reflect the decrease in demand for
our services, which steps have positively impacted our
profitability.  However, there can be no assurance that we can achieve
further offsetting cost reductions if revenue was to drop
significantly.


13


On
October 21, 2010, we acquired the iSend and iNotify advanced messaging
businesses (the “Xpedite Business”) from Premiere Global Services, Inc. (“PGI”)
for $105 million in cash, through the purchase of PGI’s wholly-owned
subsidiaries Xpedite Systems, LLC and Premiere Global Services (UK) Limited and
certain related assets owned by PGI’s subsidiary Premiere Conferencing (Canada)
Limited.  We paid for the acquisition with $5 million of cash on hand and a
new credit facility consisting of a $110 million term loan and a $20 million
revolving loan, which also refinanced our existing credit facility
indebtedness.  The operating results of the Xpedite Business are included
in the financial results for our first fiscal quarter only from the date of
acquisition.  The Xpedite Business is expected to significantly increase
our revenue in our On Demand segment, with related impacts on the cost of
revenue and other items in our results of operations, compared to prior
periods.  The integration of the Xpedite Business and the servicing of the
acquisition debt will be important drivers of our financial results in future
reporting periods.





Approximately
25% of our quarterly revenue in the current quarter came from international
operations, and this ratio will increase in future periods due to the
acquisition of the Xpedite Business and the inclusion of its operations for full
reporting periods.  Accordingly, our revenue can vary based on the
performance of non-US economies and on the prevailing exchange rates of the
relevant currencies (principally, the Euro, the British pound, and the Japanese
yen) compared to the US dollar.





We have
grown our business significantly through acquisitions in recent years. We
continue to seek to reap the benefits of those acquisitions through the
integration and consolidation of operations and the cross-selling of services
across the combined customer base. The current economic climate may provide
additional opportunities for consolidative or synergistic
acquisitions.





Critical
Accounting Policies and Significant Use of Estimates in Financial
Statements





The
discussion and analysis of our financial condition and results of operations are
based upon our condensed consolidated financial statements, which have been
prepared in accordance with GAAP. The preparation of these financial statements
requires us to make estimates and judgments that affect the reported amount of
assets, liabilities, revenue and expenses. We consider certain accounting
policies related to revenue recognition, valuation of acquired intangibles and
impairment of long-lived assets, including goodwill to be critical policies due
to the estimation process involved in each. Management discusses its estimates
and judgments with the Audit Committee of our Board of Directors.





We
discuss our critical accounting policies in Item 7, Management’s Discussion and
Analysis of Financial Condition and Results of Operations, in our Annual Report
on Form 10-K for the year ended July 31, 2010. There have been no significant
changes in our critical accounting policies since July 31,
2010.


14





Three
Months Ended October 31, 2010 Compared with the Three Months Ended October 31,
2009


Results
of Operations





The
following table reflects consolidated operating data by reported segment
including 10 days of revenue and expense contributed by the Xpedite Business
which was acquired on October 21, 2010.  All significant intersegment
activity has been eliminated. Accordingly, the segment results below exclude the
effect of transactions with our subsidiaries.  The Xpedite Business
provided approximately $474,000 in net income for the On Demand business
segment, which consisted of approximately $2.8 million in gross revenue and $2.4
million in expenses.





Three Months Ended October
    31,2010
                
                
                2009
                
                
                VarianceRevenue:Supply
      Chain MessagingEDI
      Services
                
                $
                8,084,158
                
                
                $
                8,434,060
                
                
                $
                (349,902
                )Telex
      Services
                
                
                1,697,235
                
                
                
                2,137,188
                
                
                
                (439,953
                )Total
      Supply Chain Messaging
                
                
                9,781,393
                
                
                
                10,571,248
                
                
                
                (789,855
                )On
      Demand MessagingFax
      Services
                
                
                11,188.323
                
                
                
                8,087,207
                
                
                
                3,101,116DCM
      Services
                
                
                497,408
                
                
                
                515,231
                
                
                
                (17,823
                )Other
      Services
                
                
                1,268,756
                
                
                
                1,324,455
                
                
                
                (55,699
                )Total
      On Demand Messaging
                
                
                12,954,487
                
                
                
                9,926,893
                
                
                
                3,027,594Total
      Revenue:
                
                
                22,735,880
                
                
                
                20,498,141
                
                
                
                2,237,739Cost
      of Revenue:Supply
      Chain Messaging
                
                
                2,535,474
                
                
                
                2,794,322
                
                
                
                (258,848
                )On
      Demand Messaging
                
                
                4,055,804
                
                
                
                3,292,543
                
                
                
                763,261Total
      Cost of Revenue
                
                
                6,591,278
                
                
                
                6,086,865
                
                
                
                504,413Gross
      Margin:Supply
      Chain Messaging
                
                
                7,245,919
                
                
                
                7,776,926
                
                
                
                (531,007
                )On
      Demand Messaging
                
                
                8,898,683
                
                
                
                6,634,350
                
                
                
                2,264,333Total
      Gross Margin
                
                
                16,144,602
                
                
                
                14,411,276
                
                
                
                1,733,326Product
      Development and Enhancement
                
                
                1,938,151
                
                
                
                1,858,874
                
                
                
                79,277Selling
      and Marketing
                
                
                2,957,710
                
                
                
                3,269,434
                
                
                
                (311,724
                )General
      and Administrative
                
                
                9,186,665
                
                
                
                7,222,582
                
                
                
                1,964,083Total
      product, selling and G&A expenses
                
                
                14,082,526
                
                
                
                12,350,890
                
                
                
                1,731,636Other
      (expense) income
                
                
                (502,170
                )
                
                
                (152,540
                )
                
                
                (349,630
                )Income  before
      income taxes
                
                $
                1,559,906
                
                
                $
                1,907,846
                
                
                $
                (347,940
                )


15


Revenue —
Total revenue for the three months ended October 31, 2010 was approximately
$22.7 million, an increase of approximately $2.2 million or 10.9%, as compared
to the three-month period ended October 31, 2009. This increase in revenue is
primarily due to the acquisition of the Xpedite Business on October 21,
2010.





The
Supply Chain Messaging segment decreased approximately $790,000, or 7.5%, from
the three-month period ended October 31, 2009, as compared to the three-month
period ended  October 31, 2010, due to a decrease of approximately
$350,000 (a 4.1% decrease)  in EDI services due to lower customer
volumes in the current economic environment and a decrease of approximately
$440,000 (a 20.6% decrease) in Telex services due to decreased customer volumes
resulting from a switch to technologies with enhanced features.





The On
Demand Messaging segment increased approximately $3.0 million, or 30.4%, from
the three-month period ended October 31, 2009, as compared to the three-month
period ended  October 31, 2010, due to an increase of approximately
$3.1 million (a 38.3% increase) for fax services.  The fax revenue related
to the acquisition of the Xpedite Business was approximately $2.9 million. 
The increase in revenue was partially offset by decreases of approximately
$18,000 (a 3.5% decrease) for DCM services and approximately $55,000 (a 4.2%
decrease) in other revenue.





Cost of
Revenue — Total cost of revenue increased approximately $504,000, or 8.2%, from
the three-month period ended October 31, 2009, as compared to the three-month
period ended October 31, 2010.  The Xpedite Business contributed
approximately $1.1 million, or 21.0%, to the cost of revenue and building
related expenses increased approximately $109,000 (a 47.3% increase) due to
additional co-location facility expenses.  These increases were partially
offset by reductions in labor and related expenses of approximately $95,000 (a
6.3% decrease) including approximately $541,000 (an 18.7% decrease) in telecom
related expenses, and approximately $117,000 in reduced equipment expense (a
13.0 % decrease).  The decreases were related to cost cutting efforts by
management and reduced telecom expenses due to decreased customer
traffic.





Gross
Profit and Gross Margin — Gross profit increased approximately $1.7 million, or
12.0%, from the three-month period ended October 31, 2009, as compared to the
three-month period ended October 31, 2010.  The gross margin for the legacy
business was relatively flat for the period due to reduced expenses which offset
the reduced revenues.  The Xpedite Business contributed a gross margin of
approximately $1.7 million.





Product
Development — Product development costs increased approximately $79,000, or
4.3%, from the three-month period ended October 31, 2009, as compared to the
three-month period ended October 31, 2010.  The Xpedite Business
contributed approximately $204,000, or 10.5%, to the product development expense
and other expenses increased by approximately $17,000 (an 87.1% increase). 
These increases were partially offset by a reduction in labor and related
expenses of $119,000 (a 6.6% decrease) and approximately $24,000 in reduced
equipment expense (a 56.2% decrease) due to decreased maintenance
expenses.





Selling
and Marketing — Selling and marketing expenses decreased approximately $312,000,
or 9.5%, from the three-month period ended October 31, 2009, as compared to the
three-month period ended  October 31, 2010. These decreased costs
consisted mainly of a reduction in labor and related expenses of $441,000 (a
19.7% decrease), a decrease in outside professional services of approximately
$258,000 (a 42.6% decrease), a decrease of approximately $25,000 (a 10.4%
decrease) in travel related costs, and a decrease of approximately $24,000 (a
26.7% decrease) in marketing expenses, and a decrease of approximately $16,000
(a 28.4% decrease) in building related expenses.  The reductions were
partially offset by the Xpedite Business which contributed approximately
$457,000, or 15.4%, of expense.  The reductions are due to head count cost
saving measures implemented by management and reduced commissions paid for
inside and outside sales.





General
and Administrative— General and administrative expenses increased approximately
$2.0 million, or 27.5%, from the three-month period ended October 31, 2009, as
compared to the three-month period ended  October 31, 2010. The
increase in expenses was attributed to an approximate $1.6 million charge for
professional fees related to the Xpedite Business and approximately $309,000 (an
11.9% increase) in labor and related expenses.  In addition, the Xpedite
Business contributed approximately $600,000 in expense for the period. 
These increases were partially offset by a decrease of approximately $197,000
(an 11.9% decrease) in equipment expense for reduced hardware and software
maintenance, a decrease of approximately $173,000 (an 18.9% decrease) in
building related expenses for rent, and a decrease of approximately $129,000 (a
9.3% decrease) in outside professional fees.


16





Operating
Income — Operating income was essentially flat from the three-month period ended
October 31, 2009, as compared to the three-month period ended October 31,
2010  The $1.9 million of acquisition related expenses were partially
offset by reduced operating expenses and the approximate $494,000 in operating
income contributed by the Xpedite business for the 10 day period.





Other
Income (Expense) — Other expenses for the three-month period ended October 31,
2010 consist mainly of net interest expense of approximately $810,000 which
included approximately $314,000 in net cash interest expense and approximately
$496,000 in non-cash interest expense which mainly consisted of the accelerated
amortization of the discount on our previous credit facility that refinanced in
connection with the 2010 Loan used to purchase the Xpedite business. These
expenses were partially offset by $186,000 in foreign exchange gains and
$122,000 in other income.





Net
income — Net income decreased approximately $397,000, or 29.1%, from the
three-month period ended October 31, 2009, as compared to the three-month period
ended October 31, 2010, due primarily to the increase in net interest
expense.





Liquidity
and Capital Resources





Our
principal source of liquidity consists of cash generated from operations. As the
majority of our revenue is reoccurring under contract, it is primarily affected
by the volumes incurred by the customer using the underlying messaging service.
Operating expenses are primarily driven by labor and telecom costs which are
directly tied to customer utilization of messaging services. Cash and cash
equivalents decreased approximately $2.4 million to a total balance of
approximately $18.1 million as of October 2010 from approximately $20.5 million
as of July 31, 2010. This decrease in cash was primarily caused by approximately
$2.2 million in net cash used for the bank fees related to the purchase of the
Xpedite Business.





Our
liquidity will be affected by the new credit facility consisting of a $110
million term loan and a $20 million revolving loan (of which $12 million is
outstanding) (the “2010 Loans”), which refinanced our existing credit
facility.  The 2010 Loans call for quarterly payments of $4,125,000 with
interest and a final balloon payment in 2014, with interest, which commence on
January 31, 2011.




The
Credit Agreement for the 2010 Loans contains usual and customary covenants for
financings of this type, including, among other things: (i) requirements to
deliver financial statements, other reports and notices; (ii) restrictions on
additional indebtedness; (iii) restrictions on dividends, distributions and
redemptions of equity and repayment of subordinated indebtedness;
(iv) restrictions on liens; (v) restrictions on making certain
payments; (vi) restrictions on investments; (vii) restrictions on
asset dispositions and other fundamental changes; and (viii) restrictions
on transactions with affiliates.In addition, the Credit Agreement contains
certain financial covenants, including, among other things: (i) a maximum
leverage ratio; (ii) a minimum fixed charge coverage ratio; (iii) a
minimum amount of consolidated adjusted EBITDA; (iv) a minimum amount of
liquidity; and (v) a maximum amount of capital expenditures. Without the
permission of the Lenders, our ability to complete material acquisitions will be
restricted.  A default on any of these restrictions and covenants will
cause, in certain circumstances, the amounts due under such agreements to become
due and payable upon demand.





Borrowings
under the Credit Agreement bear interest, at the Company’s election, at a rate
tied to one of the following rates, in each case plus a specified margin:
(i) the higher of (1) the Administrative Agent’s prime lending rate,
(2) the U.S. Federal Funds Rate plus 0.5%, and (3) adjusted one-month
LIBOR plus 1.0%; (ii) adjusted LIBOR for the interest period of such
borrowing; and (iii) a LIBOR index rate. The interest margin for each such
type of borrowing varies from 1.75% to 4.50%, depending on the Company’s
consolidated leverage ratio at the time of such borrowing.





An
adjustment to the purchase price of the Xpedite Business will be made during the
second quarter of 2011 based on the working capital of the acquired entity at
the acquisition date as defined in the Security and Asset Purchase Agreement
dated October 21, 2010 entered into in connection with the acquisition of the
Xpedite Business.  If the working capital is less than $6.4 million, PGI
will pay for the shortfall.  If the working capital is greater than $6.4
million we will be required to pay the surplus to PGI up to$2.0 million. 
Upon the review of the quarterly numbers management believes that we will owe
PGI the $2.0 million for the working capital.




17


The
accounts receivable increased approximately $19.4 million in the first quarter
due primarily to the acquisition of the Xpedite Business which has a balance of
approximately $19.3 million as of October 31, 2010.  Management believes
that existing cash and cash equivalent balances and cash provided from
operations will provide sufficient liquidity to meet the operating and capital
expenditure needs for existing operations during the next twelve
months.





Off-Balance
Sheet Arrangements





We do not
have any off-balance sheet arrangements.





Item
3. Quantitative and Qualitative Disclosures About Market Risk





Not
applicable to smaller reporting companies.





Item
4T. Controls and Procedures





Disclosure
Controls and Procedures





Our
management has established and maintained disclosure controls and procedures as
defined in Exchange Act Rules  13a-15(e) and 15d-15(e) that are designed to
provide reasonable assurance that information required to be disclosed in the
reports that are filed or submitted under the Exchange Act is recorded,
processed, summarized, reported and is accumulated and communicated to the Chief
Executive Officer and Chief Financial Officer, as appropriate, by others within
the entity to allow timely decisions regarding required disclosure.  Our
management, including the Chief Executive Officer and Chief Financial Officer
has evaluated the effectiveness of the disclosure controls and procedures and,
based on this evaluation, have concluded that disclosure controls and procedures
were effective at a reasonable assurance level as of the end of the period
covered by the report.  We continually reviews the respective disclosure
controls and procedures and make changes, as necessary, to ensure the quality of
our financial reporting.





Internal
Controls over Financial Reporting





On
October 21, 2010, we acquired the Xpedite Business from Premiere Global
Services, Inc.  Our management is in the process of integrating financial
accounts of the Xpedite Business into our current financial accounting
system.  Our management expects to complete the integration by the end of
the second quarter of fiscal year 2011.  This initiative is substantial in
scale, and will result in significant changes to our internal control over
financial reporting once completed (as such term is defined in
Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that will materially
affect, or are reasonably likely to materially affect, its internal control over
financial reporting.





There
have been no changes in internal control over financial reporting that occurred
during the first quarter of fiscal year 2011 that have materially affected, or
are reasonably likely to materially affect our internal control over financial
reporting.


18


PART
II. OTHER INFORMATION





Item
1. Legal Proceedings





From time
to time, we may be party to various legal proceedings and claims, either
asserted or unasserted, which arise in the ordinary course of business. 
While the outcome of these matters cannot be predicted with certainty, we do not
believe that the outcome of any of these claims or any of the legal matters
mentioned elsewhere in this Quarterly Report will have a material adverse effect
on our consolidated financial position, results of operations or cash
flow.





In June
2008, j2 Global Communications, Inc. (“j2”) brought a patent infringement
lawsuit against us, alleging that we infringe upon three of j2's patents, U.S.
Patent Nos. 6,597,688, 7,020,132 and 6,208,638.  The case is
pending in the U.S. District Court for the Central District of California
and is currently in the discovery phase. We have denied infringing any
of the j2 patents and have filed a counterclaim seeking a declaratory judgment
that the j2 patents are invalid. The case is scheduled for trial in July
2011.





In
connection with the termination of an agreement to sell the portal operations of
our discontinued India.com business, one of our subsidiaries is party to pending
litigation (India.com v. Dalal). Judgment was entered against the subsidiary in
the amount of $1,482,347.  We are pursuing an appeal in the U.S.
Court of Appeals for the Second Circuit and expect a decision toward
the end of 2010 or early 2011.





As a
result of a New York state sales tax audit completed in 2005 of EasyLink
Services International, Inc., a dissolved subsidiary of EasyLink Services
Corporation, EasyLink Services International, Inc. was assessed approximately
$450,000 in tax, interest, and penalties on sales for the sales tax period
beginning March 1, 2001 and ending May 31, 2004.  EasyLink Services
International, Inc. appealed the assessment administratively to the New York
Division of Tax Appeals, which resulted in an opinion in 2008 in favor of
EasyLink Services International, Inc.  In late July 2009, after appeal by
the New York Department of Taxation and Finance, the decision was reversed by
the administrative New York Tax Appeals Tribunal and remanded back to the
administrative law judge to determine allocation and penalty issues.  On
remand, the Administrative Law Judge upheld Tax Department's position on the
allocation issues but agreed with EasyLink on the penalty issues and cancelled
all penalties.  The Administrative Law Judge's decision on remand is now
being appealed back to the Tribunal.





The
outcome of litigation cannot be assured, and despite management’s views of
the merits of any litigation, or the reasonableness of our estimates and
reserves, our cash balances could nonetheless be materially affected by an
adverse judgment.  In accordance with ASC 450, Contingencies, we believe we
have adequately reserved for the contingencies arising from the above legal
matters where an outcome was deemed to be probable and the loss amount could be
reasonably estimated.  As such, we do not believe that the anticipated
outcome of the aforementioned proceedings will have a materially adverse impact
on our financial condition, cash flows or results of operations.





Item
1A. Risk Factors




The
following Risk Factor disclosure updates the risk factors as disclosed in our
2010 Annual Report on Form 10-K previously filed with the SEC.





Acquisitions
are central to our growth plan.  If we cannot find, finance and integrate
accretive acquisitions, our financial results may suffer.





Our
ability to implement our business plan depends on identifying appropriate
acquisitions, negotiating accretive financial terms, obtaining additional
financing at affordable costs and successfully integrating the acquired
businesses.  The shortage of available credit at reasonable costs in
fiscal 2009 prevented us from closing a significant transaction and the shortage
of available credit at reasonable costs in fiscal 2010 slowed our ability to
identify financeable transactions.  If our acquisition efforts are not
successful, our business and financial results may suffer.  If we are
successful in our acquisition efforts, we expect that we will need to continue
to manage and to expand multiple relationships with customers, Internet service
providers and other third parties.  We also expect that we will need
to continue to improve our financial systems, procedures and controls and will
need to expand, train and manage our workforce, particularly our information
technology and sales and marketing staffs.  Our acquisition of the
Xpedite Business presents all of these challenges, and any failure to meet them
may have a material adverse effect on our financial condition, results of
operations or cash flow.


19





For
additional risk factors see those disclosed in our Annual Report on Form 10-K
for the year ended July 31, 2010 previously filed with the SEC.





Item
2. Unregistered Sales of Equity Securities and Use of Proceeds





None.





Item
3. Defaults Upon Senior Securities





None.





Item
4. [Removed and Reserved]




Item
5. Other Information





None.


20





Item
6. Exhibits





Exhibit
              Number
            
            Description31.1
            
            Certification
      of the Chief Executive Officer pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002.31.2
            
            Certification
      of the Chief Financial Officer pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002.32.1
            
            Certification
      of the Chief Executive Officer pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002.32.2
            
            Certification
      of the Chief Financial Officer pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002.


21


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.





Date:
December 15, 2010





EASYLINK
      SERVICES INTERNATIONALCORPORATIONBy:
            /s/ Glen E. ShipleyGlen
      E. ShipleyChief
      Financial Officer




22


EXHIBIT
INDEX





Exhibit
              Number
            
            Description31.1
            
            Certification
      of the Chief Executive Officer pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002.31.2
            
            Certification
      of the Chief Financial Officer pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002.32.1
            
            Certification
      of the Chief Executive Officer pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002.32.2
            
            Certification
      of the Chief Financial Officer pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002.


23