<PAGE>
FILED PURSUANT TO RULES 424(B)(3) AND 424(C)
REGISTRATION NO. 333-18901
400,000 SHARES
IDT CORPORATION
COMMON STOCK
-----------------------------
PROSPECTUS SUPPLEMENT NO. 2
(TO PROSPECTUS DATED JANUARY 8, 1997)
On June 19, 1997, IDT Corporation (the "Company") filed with the
Securities and Exchange Commission a Quarterly Report on Form 10-Q for the
quarter ended April 30, 1997, a copy of which, without exhibits, is attached to
this Prospectus Supplement.
This Prospectus Supplement should be read in conjunction with the
Company's Propsectus Supplement No.1 dated June 5, 1997, the Company's
Prospectus dated January 8, 1997 and the Company's 1996 Annual Report to
Stockholders.
-----------------------------
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS JUNE 25, 1997.
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the Quarterly Period Ended April 30, 1997
or
[_] Transition Report Pursuant To Section 13 or 15(d) of The Securities
Exchange Act Of 1934
Commission file number: 0-27898
--------
IDT CORPORATION
(Exact name of Registrant as specified in its Charter)
Delaware 22-3415036
-------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
294 State Street, Hackensack, New Jersey 07601
----------------------------------------- ------
(Address of principal executive office) (zip code)
(201) 928-1000
(Registrant's telephone number including area code)
Not Applicable
--------------
(Former name, former address, and former fiscal year,
if changed since last report date)
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 periods that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
--- ---
Common Stock, $.01 par value 10,336,740 Shares as of June 9, 1997
Class A Common Stock, $.01 par value -- 11,174,330 shares as of June 9, 1997
(Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date)
1
<PAGE>
IDT CORPORATION
TABLE OF CONTENTS
<TABLE>
<S> <C> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements:
Condensed Consolidated Balance Sheets as of July 31, 1996 and April 30, 1997..........3
Condensed Consolidated Statements Of Operations for the nine and three months ended
April 30, 1996 and 1997.............................................................4
Condensed Consolidated Statement Of Stockholders' Equity for the nine months ended
April 30, 1997......................................................................5
Condensed Consolidated Statements Of Cash Flows for the nine months ended April 30,
1996 and 1997.......................................................................6
Notes To Condensed Consolidated Financial Statements..................................7
Item 2. Management's Discussion And Analysis Of Financial Condition and Results of
Operations..........................................................................9
PART II. OTHER INFORMATION
Item 1. Legal Proceedings....................................................................14
Item 2. Changes in Securities................................................................14
Item 3. Defaults upon senior securities......................................................14
Item 4. Submission of Matters to a Vote of Security Holders..................................14
Item 5. Other Information....................................................................14
Item 6. Exhibits and Reports on Form 8-K......................................................15
Signatures.....................................................................................16
</TABLE>
2
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
IDT CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
April 30, 1997 July 31, 1996
--------------- --------------
ASSETS (unaudited) (Note 1)
Current assets
Cash and cash equivalents $ 5,527,577 $ 14,893,756
Short-term investments 1,093,802 ---
Accounts Receivable (Net) 13,532,301 11,497,565
Other current assets 4,222,197 4,110,090
------------ ------------
Total current assets 24,375,877 30,501,411
Property and equipment, net 23,877,216 12,453,330
Other assets 3,818,509 842,630
------------ ------------
Total assets $ 52,071,602 $ 43,797,371
============ ============
LIABILITIES AND
STOCKHOLDERS' EQUITY
Current liabilities
Trade accounts payable $ 4,083,127 $ 7,778,860
Accrued expenses 8,623,220 7,770,334
Deferred revenue 2,660,120 983,496
Notes payable & current portion of
long-term debt and capital lease
obligations 3,036,229 ---
Advances from officer/shareholder 115,000 ---
Other current liabilities 103,000 422,005
------------ ------------
Total current liabilities 18,620,696 16,954,695
Long-term debt and capital lease
obligations 9,431,518 ---
Total liabilities 28,052,214 16,954,695
Commitments and contingencies --- ---
Stockholders' equity
Preferred stock, $.01 par value;
authorized shares 10,000,000; no
shares issued --- ---
Common stock, $.01 par value;
authorized shares - 100,000,000;
10,336,740 and 9,666,900 shares
issued and outstanding 103,367 96,669
Class A stock, $.01 par value;
authorized shares - 35,000,000;
11,174,330 shares issued and
outstanding 111,743 111,743
Additional paid in capital 46,693,185 44,746,841
Accumulated deficit (22,888,907) (18,112,577)
------------ ------------
Total stockholders' equity 24,019,388 26,842,676
------------ ------------
Total liabilities and stockholders'
equity $ 52,071,602 $ 43,797,371
============ ============
See notes to condensed consolidated financial statements.
3
<PAGE>
IDT CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended Three Months Ended
-------------------------------- --------------------------------
April 30, 1997 April 30, 1996 April 30, 1997 April 30, 1996
--------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C>
Revenues $94,174,050 $ 34,541,156 $34,451,513 $18,226,089
Costs and expenses:
Direct cost of revenues 62,555,120 22,387,928 23,680,618 12,288,911
Selling, general, and administrative 33,006,412 22,594,533 9,163,465 10,135,271
Depreciation and amortization 3,363,243 570,826 1,316,588 264,640
----------- ------------ ----------- -----------
TOTAL COSTS AND EXPENSES 98,924,775 45,553,287 34,160,671 22,688,822
----------- ------------ ----------- -----------
Income (loss) from operations (4,750,725) (11,012,131) 290,842 (4,462,733)
Interest and other, net (25,605) 30,014 (129,903) 58,689
----------- ------------ ----------- -----------
Net Income (Loss) before Extraordinary
item (4,776,330) (10,982,117) 160,939 (4,404,044)
Extraordinary item --- (233,500) --- (233,500)
----------- ------------ ----------- -----------
NET INCOME (LOSS) $(4,776,330) $(11,215,617) $ 160,939 $(4,637,544)
=========== ============ =========== ===========
Net income (loss) per share ($0.23) ($0.65) $0.01 ($0.25)
=========== ============ =========== ===========
Weighted average number of shares used
in calculation of earnings per share 20,990,220 17,281,282 23,248,536 18,705,261
=========== ============ =========== ===========
</TABLE>
See notes to condensed consolidated financial statements.
4
<PAGE>
IDT CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
(Unaudited)
<TABLE>
<CAPTION>
Additional
Common Stock Class A Stock paid in Accumulated
Shares Amount Shares Amount capital Deficit
-----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Balance at July 31,1996............ 9,666,900 $ 96,669 11,174,330 $111,743 $44,746,841 $(18,112,577)
Issuance of Stock options.......... 41,212
Exercise of options................ 669,840 6,698 1,905,132
Net Loss for the nine months
ended April 30, 1997............ (4,776,330)
---------- -------- ---------- -------- ----------- ------------
Balance at April 30, 1997 10,336,740 $103,367 11,174,330 $111,743 $46,693,185 $(22,888,907)
========== ======== ========== ======== =========== ============
</TABLE>
See notes to condensed consolidated financial statements.
5
<PAGE>
IDT CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Nine months ended April 30,
1997 1996
------------- -------------
Cash used in operating activities $(10,562,464) $(4,574,910)
INVESTING ACTIVITIES
Payment for purchase of Yovelle, net of
cash acquired 376,843 --
Purchase of short-term investments (1,093,802) --
Receipt of payments on note receivable 2,175,838 --
Payment for the purchase of ICS assets (2,250,000) --
Purchase of property and equipment (7,446,589) (6,377,768)
------------ -----------
Net cash used in investing activities (8,237,710) (6,377,768)
FINANCING ACTIVITIES
Repayment of loans (524,592) (5,001)
Repayments of stockholder, investor
and employee loans (885,000) (3,360,000)
Repayments of capital lease obligation (258,242) --
Proceeds from stockholder, investor and
employee loans 1,000,000 3,360,000
Net proceeds from sale of common stock -- 41,904,993
Proceeds from exercise of stock options 1,911,829 --
Advances from affiliates -- 360,000
Proceeds from loans 8,190,000 --
------------ -----------
Net cash provided by financing
activities 9,433,995 42,259,992
------------ -----------
Net increase (decrease) in cash and
cash equivalents (9,366,179) 31,307,314
Cash & cash equivalents, beginning of
period 14,893,756 231,592
------------ -----------
Cash & cash equivalents, end of period $ 5,527,577 $31,538,906
============ ===========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION
Interest paid $ 438,462 $ 110,322
Income taxes paid -- --
See notes to condensed consolidated financial statements.
6
<PAGE>
IDT CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 1 - Basis of Presentation
The accompanying unaudited condensed consolidated financial statements of
IDT Corporation and Subsidiaries (collectively "the Company") have been prepared
in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the nine and three months ended April 30,
1997 are not necessarily indicative of the results that may be expected for the
year ending July 31, 1997. For further information, refer to the consolidated
financial statements and footnotes thereto included in the Company's Annual
Report on Form 10-K for the year ended July 31, 1996 as filed with the
Securities and Exchange Commission.
Note 2 - Property and Equipment
Property and equipment consists of the following:
April 30, 1997 July 31, 1996
--------------- --------------
Equipment $22,045,279 $10,661,941
Computer software 4,425,959 1,971,018
Leasehold improvements 932,069 296,718
Furniture and fixtures 1,460,407 1,176,867
----------- -----------
28,863,714 14,106,544
Less: Accumulated depreciation
and amortization (4,986,498) (1,653,214)
----------- -----------
$23,877,216 $12,453,330
=========== ===========
Note 3 - Acquisitions
During the nine months ended April 30, 1997, the Company purchased the
equipment and networks of two of its alliance partners for approximately $4.4
million of which the Company issued two promissory notes totaling $1,440,000.
In addition, to pay a portion of the purchase price the Company borrowed
$2,250,000 in a four year note with interest only payments for the first six
months at 11% per annum and 42 equal monthly payments of principal and interest
at 14% per annum and convertible into Common Stock at the lower of $14 or the
market price at the date of conversion per share at the option of the holder
after nine months of issuance.
In August 1996, the Company purchased all of the issued and outstanding
stock of Yovelle Renaissance Corporation, which owns the GENIE online service,
for $200,000. The purchase price included the assumption of a note payable of
$750,000 to GE Information Services, due and paid by December 15, 1996 and
resulted in the recording of Goodwill of $1,372,289 which is included in other
assets.
7
<PAGE>
Note 4 - Loans payable and capital lease obligations
During the nine months ended April 30, 1997, the Company borrowed
$8,190,000 consisting of five interest bearing notes collateralized by certain
equipment owned by the Company and with terms ranging from twenty-four months to
forty-eight months. One note of $2,250,000 can be converted into Common Stock
at the option of the holder.
The Company also entered into various capital lease arrangements during the
nine months ended April 30, 1997 to acquire computer and communications related
equipment totaling approximately $5.1 million with terms ranging from twenty-
four months to sixty months and collateralized by the equipment.
The Company received an advance from Howard Jonas, its Chairman of the
Board and Chief Executive Officer of $1,000,000 in January 1997 and repaid
$885,000 of the advance in March 1997.
Note 5 - Legal Proceedings and Contingencies
The Company has received a complaint from five former employees alleging
religious discrimination under Title 7 of the Civil Rights Act. The Company and
its counsel believe that these allegations are unfounded, and intends to defend
this matter vigorously.
The Company is subject to other legal proceedings and claims which have
arisen in the ordinary course of its business and have not been finally
adjudicated. Although there can be no assurance, the opinion of management is
that settlement of these actions, when ultimately concluded, will not have a
material adverse effect on results of operations, cash flows or the financial
condition of the Company.
8
<PAGE>
ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following information should be read in conjunction with the
accompanying condensed consolidated financial statements and the associated
notes thereto of this Quarterly Report, and the audited consolidated financial
statements and the notes thereto and Management's Discussion and Analysis of
Financial Condition and Results of Operations of the Company contained in the
Company's Annual Report on Form 10-K for the year ended July 31, 1996, as filed
with the Securities and Exchange Commission.
Overview
IDT is an international telecommunications company offering a broad range
of competitively priced long-distance telephone, and Internet access services in
the U.S. and abroad and recently began offering Internet telephony services.
The Company entered the international call reorigination business in 1990
to capitalize on the opportunity created by the spread between U.S. and foreign-
originated international long-distance telephone rates. IDT leveraged the
expertise derived from, and calling volume generated by, its call reorigination
business to enter the domestic long-distance business in late 1993, by reselling
long-distance telecommunications services of other carriers to IDT's domestic
customers. As a value-added service for its domestic long-distance customers,
the Company began offering Internet access in early 1994, eventually offering
dial-up and dedicated Internet access to individuals and businesses as stand-
alone services. In 1995, IDT began reselling to other long-distance carriers
access to the favorable telephone rates and special tariffs the Company receives
because of the calling volume generated by its call reorigination customers. In
August 1996, IDT entered the Internet telephony market with its introduction of
Net2Phone.
Revenues from the Company's telecommunications operations are derived
primarily from the following activities: (i) international long-distance call
reorigination services; (ii) resale of long-distance minutes to other long-
distance carriers; and (iii) marketing to individuals and businesses of domestic
long-distance services provided by WorldCom. Revenues from the Company's
Internet operations are primarily derived from providing Internet access
services to individuals and businesses.
The Company's Internet access service revenues depend primarily on the
number of subscribers to the Company's services and the types of accounts
subscribed for. In February 1997, the Company shifted its dial-up division's
marketing efforts from aggressive mass marketing to new reseller programs which
entailed significantly lower selling costs and resulted in a lower customer
acquisition rate. Whereas revenues from monthly subscribers have substantially
increased over the last year as a result of the significant increase in the
Company's average monthly subscriber base, revenues from monthly subscribers
have recently decreased from the quarter ended April 30, 1997 compared to the
prior quarter ended January 31, 1997 as a result of a decrease in the Company's
subscriber base.
The Company's ability to achieve revenue growth and profitability is
dependent upon its ability to acquire and retain customers. The Company's
ability to improve operating margins will also depend in part on its ability to
retain its customers and there can be no assurances that the Company's
investments in telecommunications infrastructure, customer support capabilities
and software releases will improve customer retention. The Company's strategies
and commitments have required substantial up-front expenditures for additional
personnel, marketing, facilities, infrastructure, product development and
capital equipment and have and may continue to adversely affect short-term
operating results. There can be no assurance that revenue growth will continue
or that the Company will in the future achieve or sustain profitability or
positive cash flow from operations on either a quarterly or annual basis.
NINE MONTHS ENDED APRIL 30, 1997 COMPARED TO NINE MONTHS ENDED APRIL 30, 1996
RESULTS OF OPERATIONS
Revenues, Revenues increased 173% from approximately $34.5 million for
the nine months ended April 30, 1996 to approximately $94.2 million for the nine
months ended April 30, 1997. Revenues from the company's telecommunications
operations increased 200% from approximately $22.0 million for the nine months
ended April 30,
9
<PAGE>
1996 to approximately $66.1 million for the nine months ended April 30, 1997.
Revenues from the Company's Internet operations increased 113% from
approximately $12.5 million for the nine months ended April 30, 1996 to
approximately $26.8 million for the nine months ended April 30, 1997. The
increase in telecommunications revenues was due primarily to a 331% increase in
rebilled long-distance minutes from 33.5 million minutes to approximately 144.5
million minutes. The increase in rebilling long-distance minutes was due to the
addition of wholesale carrier clients and a substantial increase in
international call reorigination customers. The number of international call
reorigination customers increased from approximately 14,600 at April 30, 1996 to
45,200 customers at April 30, 1997. The addition of wholesale carrier clients
resulted in an increase in long-distance arbitrage revenues of 255% from
approximately $11.2 million for the nine months ended April 30, 1996 to
approximately $39.7 million for the nine months ended April 30, 1997. As a
percentage of telecommunications revenues and overall revenues, long-distance
arbitrage revenues increased from approximately 50.8% to 60.1% and 32.4% to
42.2%, respectively. As a percentage of total revenues, Internet revenues
decreased as a percentage of total revenues from approximately 36.3% for the
nine months ended April 30, 1996 to approximately 28.4% for the nine months
ended April 30, 1997. The increase in Internet revenues in dollar terms was due
primarily to the increase in the dial-up subscribers base, and to a lesser
degree increased revenues from on-line services and dedicated customers from the
nine months ended April 30, 1996 to the nine months ended April 30, 1997. The
decrease in Internet revenues as a percentage was due to the increase of
telecommunications revenue as compared to Internet revenue. Internet revenues
also included approximately $2.8 million of online service revenues million for
the nine months ended April 30,1997 and $0 for the nine months ended April 30,
1996. Net2Phone revenues for the nine months ended April 30, 1997 were
approximately $1.3million, compared to $0 for the nine months ended April 30,
1996.
Direct Cost of Revenues. Direct cost of revenues consists primarily of the
costs paid to carriers for the transmission and termination of switched minutes
through IDT's facilities, and to a lesser extent, fees paid to alliance
partners, leased circuits and network costs, local access costs, network
connectivity costs, switch maintenance costs, and online network processing
costs. The Company's direct cost of revenues increased by 179% from
approximately $22.4 million in the nine months ended April 30, 1996 to
approximately $62.6 million in the nine months ended April 30, 1997. As a
percentage of revenues, these costs increased from 64.8% to 66.4% and as a
percentage of revenues in the nine months ended April 30, 1996 and 1997,
respectively. The increase in absolute dollars is primarily due to increases in
underlying carrier costs as the Company's telecommunications minutes of use and
associated revenue grew substantially. To a lesser extent, the increase is due
to the increase in fees paid to alliance partners, the costs of leased circuits
and networks and of access lines and network connectivity to support subscriber
growth in both Internet access and international call reorigination and the
online network processing costs. The Company expects that direct cost of
revenues will continue to increase in absolute dollar terms as the Company
expands its telecommunications base.
Selling, General and Administrative. Selling, general and administrative
costs increased 46% from approximately $22.6 million in the nine months ended
April 30, 1996 to approximately $33.0 million in the nine months ended April 30,
1997. As a percentage of revenues, these costs decreased from 65.4% to 35.0% in
the nine months ended April 30, 1996 and 1997, respectively. The increase in
these costs in dollar terms was due primarily to the addition of sales,
marketing and technical and customer support personnel hired to support the
growth of the Company's Internet access business, the increased advertising to
attract Internet dial-up subscribers and costs incurred in developing and
marketing Net2Phone. The decrease in selling , general and administrative costs
as a percentage of total revenue was primarily due to the increase of
telecommunications revenue as compared to Internet revenue. The Company
anticipates selling, general and administrative costs in dollar terms will
continue to increase as the Company implements its growth strategy, but will
decrease as a percentage of total revenues as a result of the shift of focus to
the telecommunications division and away from dial-up Internet access.
Depreciation and Amortization. Depreciation and amortization costs
increased 489% from approximately $571,000 in the nine months ended April 30,
1996 to approximately $3.4 million in the nine months ended April 30, 1997. As
a percentage of revenues, these costs increased from 1.7% to 3.6% in the nine
months ended April 30, 1996 and 1997, respectively. These costs increased in
absolute terms primarily as a result of the Company's higher fixed asset base
during the nine months ended April 30, 1997 as compared with the nine months
ended April 30,1996 due to the Company's installation of additional Company-
owned POPs, enhancement its network infrastructure and expanding of its
facilities. The Company anticipates depreciation and amortization costs will
continue to increase as the Company continues to implement its growth strategy.
Income (loss) from Operations. Income from operations for the
telecommunications segment increased to approximately $3.6 million in the nine
months ended April 30, 1997 from $2.2 million in the nine months ended April 30,
1996 and as a percentage of telecommunication revenues decreased to 5.4% from
10.1%. The increase in dollars resulted principally from increased revenue
generated by the expansion of operations. The decrease as a percentage of
10
<PAGE>
telecommunication revenues resulted from increased selling general and
administrative expenses as well as the increased percentage of long-distance
arbitrage revenues which typically carry lower margins. Loss from operations
for the Internet access segment decreased to approximately $7.2 million in the
nine months ended April 30, 1997 from approximately $13.0 million in the nine
months ended April 30, 1996. The loss from operations from the Internet access
segment was principally due to the initial costs of acquiring customers and
increased personnel and facilities costs to sustain growth. The decreased loss
of the Internet access segment is largely due to the refocusing of its marketing
efforts from aggressive mass marketing to new reseller programs. The loss
generated from the development and marketing of Net2Phone was approximately $1.2
million and $0 for the nine months ended April 30, 1997 and 1996 respectively.
Income Taxes. The Company records income taxes in accordance with
Statement of Financial Accounting Standards No. 109, "Accounting for Income
Taxes" ("SFAS 109"). The Company did not record an income tax benefit in the
nine months ended April 30, 1996 or 1997, as the realization of available tax
losses was not probable.
THREE MONTHS ENDED APRIL 30, 1997 COMPARED TO THREE MONTHS ENDED APRIL 30, 1996
RESULTS OF OPERATIONS
Revenues. Revenues increased 89% from approximately $18.2 million for the
three months ended April 30, 1996 to approximately $34.5 million for the three
months ended April 30, 1997. Revenues from the company's telecommunications
operations increased 130% from approximately $11.3 million for the three months
ended April 30, 1996 to approximately $26.1 million for the three months ended
April 30, 1997. Revenues from the Company's Internet operations increased 10%
from approximately $6.9 million for the three months ended April 30, 1996 to
approximately $7.6 million for the three months ended April 30, 1997. The
increase in telecommunications revenues was due primarily to a 318% increase in
rebilled long-distance minutes from approximately 15.3 million minutes to
approximately 64.0 million minutes. The increase in rebilling long-distance
minutes was due to the addition of wholesale carrier clients and a substantial
increase in international call reorigination customers. The number of
international call reorigination customers increased from approximately 14,600
at april 30, 1996 to approximately 45,200 customers at April 30, 1997. The
addition of wholesale carrier clients resulted in an increase in long-distance
arbitrage revenues of 137% from approximately $7.2 million for the three months
ended April 30, 1996 to approximately $17.1 million for the three months ended
April 30, 1997. As a percentage of telecommunications revenues and overall
revenues, long-distance arbitrage revenues increased from approximately 63.5% to
65.5% and 39.4% to 49.5%, respectively. As a percentage of total revenues,
internet revenues decreased from approximately 37.8% for the three months ended
April 30, 1996 to approximately 21.9% for the three months ended April 30, 1997.
The increase in Internet revenues in dollar terms was due primarily to increased
revenues from on-line services and dedicated customers. The decrease in
Internet revenues as a percentage of total revenues was due to the increase of
telecommunications revenue as compared to Internet revenue. Internet revenues
included approximately $617,000 of online service revenues for the three months
ended April 30,1997 and $0 for the three months ended April 30, 1996. Net2Phone
revenues for the three months ended April 30, 1997 were approximately $836,000,
compared to $0 for the three months ended April 30, 1996.
Direct Cost of Revenues. Direct cost of revenues consists primarily of the
costs paid to carriers for the transmission and termination of switched minutes
through IDT's facilities, and to a lesser extent, fees paid to alliance
partners, leased circuits and network costs, local access costs, network
connectivity costs, switch maintenance costs, and online network processing
costs. The Company's direct cost of revenues increased by 93% from
approximately $12.3 million in the three months ended April 30, 1996 to
approximately $23.7 million in the three months ended April 30, 1997. As a
percentage of revenues, these costs increased from 67.4% to 68.7% in the three
months ended April 30, 1996 and 1997, respectively. The increase in absolute
dollars is primarily due to increases in underlying carrier costs as the
Company's telecommunications minutes of use, and associated revenue, grew
substantially. To a lesser extent, the increase is due to the increase in the
costs of leased circuits and networks of access lines and network connectivity
to maintain the subscriber base in both Internet access and growth in the
international call reorigination and the online network processing costs. The
Company expects that direct cost of revenues will continue to increase in
absolute dollar terms as the Company expands its telecommunications base.
Selling, General and Administrative. Selling, general and administrative
costs decreased 10% from approximately $10.1 million in the three months ended
April 30, 1996 to approximately $9.2 million in the three months ended April 30,
1997. As a percentage of revenues, these costs decreased from 55.6% to 26.6% in
the three months ended April 30, 1996 and 1997, respectively. The decrease in
selling, general and administrative costs in dollar terms and as a percentage of
total revenues was primarily due to the shift of focus of the Internet
division's marketing efforts from aggressive mass marketing to new reseller
programs which entail significantly lower selling costs. The Company
anticipates selling,
11
<PAGE>
general and administrative costs in dollar terms will increase as the Company
implements its growth strategy, but will decrease as a percentage of total
revenues.
Depreciation and Amortization. Depreciation and amortization costs
increased 398% from approximately $265,000 in the three months ended April 30,
1996 to approximately $1.3 million in the three months ended April 30, 1997. As
a percentage of revenues, these costs increased from 1.5% to 3.8% in the three
months ended April 30, 1996 and 1997, respectively. These costs increased in
absolute terms primarily as a result of the Company's higher fixed asset base
during the three months ended April 30, 1997 as compared with the three months
ended April 30,1996 due to the Company's efforts to install additional Company-
owned POPs, enhance its network infrastructure and expand its facilities. The
Company anticipates depreciation and amortization costs will continue to
increase as the Company continues to implement its growth strategy.
Income (loss) from Operations. Income from operations for the
telecommunications segment increased to approximately $1.5 million in the three
months ended April 30, 1997 from $787,000 in the three months ended April 30,
1996 and as a percentage of telecommunication revenues decreased to 5.8% from
6.9%. The increase in dollars resulted principally from increased revenue
generated by the expansion of operations. The decrease as a percentage of
telecommunication revenues resulted from the increased percentage of long-
distance arbitrage revenues which typically carry lower margins. Loss from
operations for the Internet access segment decreased to approximately $1.1
million in the three months ended April 30, 1997 from approximately $5.3 million
in the three months ended April 30, 1996. The loss from operations from the
Internet access segment was principally due to the initial costs of acquiring
customers, increased personnel and facilities costs to sustain growth and
substantial marketing expenses to create customer awareness. The decreased loss
of the Internet access segment is largely due to a reduction of the selling,
general and administrative costs as the Company refocused its marketing efforts
from aggressive mass marketing to new reseller programs. The loss generated from
the development and marketing of Net2Phone was approximately $129,000 and $0 for
the three months ended April 30, 1997, and April 30, 1996.
LIQUIDITY AND CAPITAL RESOURCES
Historically, the Company has satisfied its cash requirements principally
through a combination of cash flow from operations, sales of equity securities
and borrowings from third parties (including its stockholders). In Fiscal 1996,
the Company raised $3,477,000 through the issuance of notes. The proceeds from
the issuance of the notes were used for general corporate purposes, including
working capital. In March 1996, the Company completed an initial public
offering of 4,600,000 shares of Common Stock for $10 per share. The Company
realized approximately $41.5 million from this offering. A portion of the
proceeds were used to repay $3,477,000, the principal amount of short-term notes
previously issued during Fiscal 1996. In connection with the repayment of such
notes, the Company incurred prepayment penalty of $233,500. Such prepayment
penalty was classified as an extraordinary loss for the early retirement of debt
in the Company's consolidated statement of operations for the year ended July
31, 1996. The Company used the remaining net proceeds from the offering for
general corporate purposes, capital expenditures and working capital, including
to (i) expand and improve the Company's Internet network infrastructure, (ii)
increase the Company's sales and marketing efforts, (iii) expand and improve the
Company's customer support and fulfillment capabilities, (iv) intensify the
Company's research and development activities, (v) develop new Internet
applications and content, and (vi) expand the Company's telecommunications
operations. As of April 30, 1997, the Company had cash, and cash equivalents of
$6.6 million and working capital of approximately $5.8 million.
The Company generated negative cash flow from operating activities of
approximately $10.6 million during the nine months ended April 30, 1997,
compared to a negative cash flow from operating activities of approximately $4.6
million during the nine months ended April 30, 1996. The changes in operating
cash flows from the nine months ended April 30, 1996 to the nine months ended
April 30, 1997 were primarily due to increases in accounts receivable and
prepaid and other assets in relation to accounts payable and other current
liabilities. Cash flow from operations varied significantly from quarter to
quarter, depending upon the timing of operating cash receipts and payments,
especially accounts receivable and accounts payable. Accounts receivable (net of
allowances) were approximately $6.7 million and $13.5 million at April 30, 1996
and 1997, respectively. Accounts receivable, accounts payable and accrued
expenses have increased period to period as the Company's businesses have grown.
Payments on purchases of fixed assets increased from approximately $6.4
million in nine months ended April 30, 1996 to approximately $7.4 million in
nine months ended April 30, 1997, primarily as a result of purchases of
equipment to support expansion of the Company's network infrastructure, and
expansion of the Company's facilities. The Company is
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upgrading and expanding its existing network infrastructure by building a new,
higher capacity, frame-relay based network backbone and through international
network expansion.
The Company experiences intense competition in both its telecommunications
and Internet access businesses. If additional competition were to lead to
significant price reductions cash flows from operations would be materially
adversely affected.
The Company intends to, where appropriate, make strategic acquisitions to
increase its telecommunications customer base. The Company may also make
strategic acquisitions related to its Internet business. From time to time, the
Company evaluates potential acquisitions of companies, technologies, products
and customer accounts that complement the Company's businesses. In the nine
months ended April 30, 1997, the Company purchased the equipment and networks of
two of its alliance partners for approximately $4.4 million. The purchase price
includes cash of $2,250,000, which was financed by a four year note, assumption
of trade liabilities of approximately $280,000, excluding $429,000 due to the
Company) and the issuance of promissory notes totaling approximately $1,440,000
of which $690,000 is a two year note at 8.25% interest per annum, and $750,000
is a four year note at 10% per annum. No additional acquisitions are currently
contemplated.
The Company believes that, based upon its present business plan, its
existing cash resources and expected cash flow from operating activities and
equipment financing will be sufficient to meet its currently anticipated working
capital and capital expenditure requirements for at least the next twelve
months. If the Company's growth exceeds current expectations or the Company
expedites or expands its network expansion or if the Company cannot finance its
new equipment or if the Company's cash flow from operations is insufficient to
meet its working capital and capital expenditure requirements, the Company will
need to raise additional capital from equity or debt sources. There can be no
assurance that the Company will be able to raise such capital on favorable terms
or at all. If the Company is unable to obtain such additional capital, the
Company may be required to reduce the scope of its presently anticipated
expansion, which could adversely affect the Company's business and results of
operations and its ability to compete.
CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS
- ---------------------------------------------------------
The statements contained in this Report on Form 10-Q that are not purely
historical are forward looking statements within the meaning of Section 27A of
the Securities Act of 1933 and Section 21E of the Securities Exchange Act of
1934, including statements regarding the Company's expectations, hopes,
intentions, beliefs or strategies regarding the future. Forward looking
statements include the Company's liquidity, anticipated cash needs and
availability, and anticipated expense levels under the heading "Management's
Discussion and Analysis of Financial Condition and Results of Operations." All
forward looking statements included in this document are based on information
available to the Company on the date of this Report, and the Company assumes no
obligation to update any such forward looking statement. It is important to
note that the Company's actual results could differ materially from those
expressed or implied in such forward looking statements. Among the factors that
could cause actual results to differ materially are the Company's recent entry
into new telecommunications markets and new service offerings, the intense
competition in the markets in which the Company operates and the domination of
many markets by large industry participants, the Company's dependence on others
to support or provide many of the services offered by the Company, technological
change and uncertainty, regulatory developments and the Company's ability to
manage its anticipated growth. You should also consult the "Risk Factors"
section in the Company's Annual Report on Form 10-K from the year ended July 31,
1996 as well as those factors listed from time to time in the Company's other
reports filed with the Securities and Exchange Commission pursuant to the
Securities Exchange Act of 1934 and the Securities Act of 1933.
13
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company has received a complaint from five former employees alleging
religious discrimination under Title 7 of the Civil Rights Act. The Company
and its counsel believe that these allegations are unfounded.
The Company is subject to other legal proceedings and claims which have
arisen in the ordinary course of its business and have not been finally
adjudicated. Although there can be no assurance, the opinion of management is
that settlement of these actions, when ultimately concluded, will not have a
material adverse effect on results of operations, cash flows or the financial
condition of the Company.
ITEM 2. CHANGES IN SECURITIES
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
On May 22, 1997 David Steiner resigned from the Company's Board of
Directors in order to pursue his real estate interests on a full-time basis.
14
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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
Exhibit
Number
- ------
2.01## Merger Agreement relating to the reincorporation of the Registrant in
Delaware.
3.01## Restated Certificate of Incorporation of the Registrant.
3.02## By-laws of the Registrant.
4.01### Specimen Certificates for shares of the Registrant's Common Stock and
Class A Stock.
4.02## Description of Capital Stock (contained in the Certificate of
Incorporation of the Registrant, filed as Exhibit 3.01).
10.01** Form of Employment Agreement between the Registrant and Howard S Jonas.
10.02** Form of Employment Agreement between the Registrant and Howard S.
Balter.
10.03** Form of Employment Agreement between the Registrant and Eric L. Raab.
10.04## Form of 1996 Stock Option and Incentive Plan.
10.05% Network Service Provider Agreement between Netscape Communications
Corporation and Registrant
10.06** Marketing Services and Independent Contractor Services Agreement
between Lermer Overseas Telecommunications, Inc. and the Registrant.
10.07# Rebiller Service Agreement between WorldCom, Inc. (formerly LDDS
Communications, Inc.) and the Company.
10.08### Form of Registration Rights Agreement between the Company's
stockholders and the Company
10.09## Lease of 294 State Street.
10.11! Form of Registration Rights Agreement between Howard S. Jonas and the
Registrant.
10.12*** Form of Employment Agreement between the Registrant and James A.
Courter.
10.13*** Form of Employment Agreement between the Registrant and Kenneth Scharf.
10.14% Agreement between PSINet Inc. And the Registrant.
10.15% Rested Sales Agreement between International Computer Systems, Inc. and
the Registrant
10.16*** Form of Stock Option Agreement under the 1996 Stock Option and
Incentive Plan.
10.17*** Form of Stock Option Agreement under the Employee Stock Option Program.
21.01% Subsidiaries of the Registrant.
27.00* Financial Data Schedule.
* filed herewith
% incorporated by reference to Form 10-K filed October 20, 1996, as
amended on November 21, 1996 and January 6, 1997, file No. 000-7898
** incorporated by reference to Form S-1 filed January 9, 1996, file No.
333-00204
# incorporated by reference to Form S-1 filed January 22, 1996, file No.
333-00204
## incorporated by reference to Form S-1 filed February 21, 1996, file No.
333-00204
### incorporated by reference to Form S-1 filed March 8, 1996, file No.
333-00204
! incorporated by reference to Form S-1 filed March 14, 1996, file No.
333-00204
*** incorporated by reference to Form S-1 filed December 27, 1996, as
amended, on January 6, 1997, file No. 333-18901
(b) Reports on Form 8-K. The registrant did not file any reports on
Form 8-K during the quarter ended April 30, 1997.
15
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IDT CORPORATION
FORM 10-Q
APRIL 30, 1997
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
IDT CORPORATION
June 16, 1997 By /s/ Howard Jonas
- ------------- -----------------
Date Howard S. Jonas
Chairman of the Board
and Chief Executive Officer
(Principal Executive Officer)
June 16, 1997 By /s/ Howard Balter
- ------------- -----------------
Date Howard Balter
Chief Operating Officer and
Director
(Principal Financial Officer)
June 16, 1997 By /s/ Stephen R. Brown
- ------------- ---------------------
Date Stephen R. Brown
Chief Financial Officer
(Principal Accounting Officer)
16
