<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
AMENDMENT NO. 1
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTER ENDED MARCH 31, 1998
COMMISSION FILE NUMBER 000-22581
STAR TELECOMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
Delaware 77-0362681
(State or Other Jurisdiction (IRS Employer
of Incorporation or Organization) Identification Number)
223 East De La Guerra, Santa Barbara, California, 93101
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (805) 899-1962
None
(Former name, former address and
former fiscal year if changed since last report)
Indicate by check mark whether the registrant (1) has filed all
reports 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 [X] No [ ]
As of January 13, 1999, the number of the registrant's Common Shares of $.001
par value outstanding was 42,246,521.
<PAGE>
The undersigned Registrant hereby amends the following items of its
Quarterly Report on Form 10-Q for the quarter ended March 31, 1998, as set
forth below:
2
<PAGE>
ITEM 1. FINANCIAL STATEMENTS
STAR TELECOMMUNICATIONS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data)
<TABLE>
<CAPTION>
December 31, March 31,
1997 1998
--------- ---------
(Unaudited)
<S> <C> <C>
Current Assets:
Cash and cash equivalents $ 1,903 $ 5,285
Short-term investments 18,631 2,978
Accounts receivable, net 46,675 51,024
Receivable from related parties -- 303
Other current assets 10,696 16,057
--------- ---------
Total current assets 77,905 75,647
--------- ---------
Property and equipment, net 35,959 67,814
Other assets 6,452 851
--------- ---------
Total assets $ 120,316 $ 144,312
--------- ---------
--------- ---------
Current Liabilities:
Revolving lines of credit with stockholder $ 138 $ 82
Current portion of long-term obligations 3,259 6,314
Accounts payable and other accrued expenses 22,345 23,242
Accrued network cost 38,403 37,667
--------- ---------
Total current liabilities 64,145 67,305
--------- ---------
Long-Term Liabilities:
Long-term obligations, net of current portion 12,107 25,902
Other long-term liabilities 863 378
--------- ---------
Total long-term liabilities 12,970 26,280
--------- ---------
Stockholders' Equity:
Common Stock $.001 par value:
Authorized - 50,000,000 shares 35 36
Additional paid-in capital 41,662 47,274
Deferred compensation (30) (10)
Retained earnings 1,534 3,427
--------- ---------
Total stockholders' equity 43,201 50,727
--------- ---------
Total liabilities and stockholders' equity $ 120,316 $ 144,312
--------- ---------
--------- ---------
</TABLE>
See accompanying notes to the condensed consolidated financial statements.
3
<PAGE>
STAR TELECOMMUNICATIONS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share data)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
--------------------------
1997 1998
--------- ---------
(Unaudited)
<S> <C> <C>
Revenue $ 84,827 $ 129,269
--------- ---------
Operating expenses:
Cost of services 73,726 111,593
Selling, general
and administrative expenses 7,720 11,561
Depreciation and amortization 820 1,879
Merger expense -- 314
--------- ---------
82,266 125,347
--------- ---------
Income from operations 2,561 3,922
--------- ---------
Other income (expense):
Interest income 21 283
Interest expense (398) (618)
Other 51 (160)
--------- ---------
(326) (495)
--------- ---------
Income before provision
for income taxes 2,235 3,427
Provision for income taxes 341 1,534
--------- ---------
Net income $ 1,894 $ 1,893
--------- ---------
--------- ---------
Income before provision
for income taxes 2,235
Pro forma income taxes 888
---------
Pro forma net income $ 1,347
---------
---------
Basic income per share $ 0.08 $ 0.05
--------- ---------
--------- ---------
Diluted income per share $ 0.07 $ 0.05
--------- ---------
--------- ---------
Pro forma basic income per share $ 0.05
---------
---------
Pro forma diluted income per share $ 0.05
---------
---------
</TABLE>
See accompanying notes to the condensed consolidated financial statements.
4
<PAGE>
STAR TELECOMMUNICATIONS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
------------------------
1997 1998
-------- --------
(Unaudited)
<S> <C> <C>
Cash Flows From Operating Activities:
Net income $ 1,894 $ 1,893
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization 820 1,879
Loss on disposal of equipment 42 --
Compensation expense relating to stock options 20 20
Provision for doubtful accounts 1,128 1,017
Deferred income taxes -- (1,411)
Deferred compensation (81) 50
Decrease (increase) in assets:
Accounts receivable (6,315) (5,366)
Receivable from related parties (14) (303)
Other assets (207) 6,294
Increase (decrease) in liabilities:
Accounts payable and accrued expenses 9,169 897
Accrued network cost (3,599) (736)
Other liabilities 287 (535)
-------- --------
Net cash provided by
operating activities 3,144 3,699
-------- --------
Cash Flows From Investing Activities:
Capital expenditures (2,324) (15,636)
Investments (93) --
Short-term investments, net 1,656 15,653
Proceeds from the sale of assets 18 --
-------- --------
Net cash provided (used) by investing activities $ (743) $ 17
-------- --------
-------- --------
</TABLE>
See accompanying notes to the condensed consolidated financial statements.
5
<PAGE>
STAR TELECOMMUNICATIONS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
----------------------
1997 1998
------- -------
(Unaudited)
<S> <C> <C>
Cash Flows From Financing Activities:
Repayments under lines of credit (2,472) --
Repayments under lines of credit with stockholder (26) (56)
Payments under long-term debt (101) (187)
Payments under capital lease obligations (67) (1,061)
Other financing activities (467) --
Stock options exercised -- 970
------- -------
Net cash used in financing activities (3,133) (334)
------- -------
Increase (decrease) in cash and cash equivalents (732) 3,382
Cash and cash equivalents, beginning of period 1,844 1,903
------- -------
Cash and cash equivalents, end of period $ 1,112 $ 5,285
------- -------
------- -------
</TABLE>
See accompanying notes to the condensed consolidated financial statements.
6
<PAGE>
STAR TELECOMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(1) GENERAL
The financial statements included herein are unaudited and have been prepared
in accordance with generally accepted accounting principles for interim
financial reporting and Securities Exchange Commission ("SEC") regulations.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such rules and
regulations. In management's opinion, the financial statements reflect all
adjustments (of a normal and recurring nature) which are necessary to present
fairly the financial position, results of operations, stockholders' equity
and cash flows for the interim periods. These financial statements should be
read in conjunction with the audited financial statements for the year ended
December 31, 1997, as set forth in the Registration Statement on Form S-1 of
STAR Telecommunications, Inc. ("STAR" or the "Company") Registration No.
333-48559, as amended, which was filed with the SEC on March 24, 1998. The
results for the three month period ended March 31, 1998, are not necessarily
indicative of the results that may be expected for the year ending December
31, 1998.
In March 1998, the Company consummated a merger with T-One Corp. ("T-One").
The merger constituted a tax-free reorganization and has been accounted for
as pooling of interests under Accounting Principles Board Opinion No. 16.
Accordingly, all prior period consolidated financial statements presented
have been restated to include the results of operations, financial position,
and cash flows of T-One.
On March 31, 1998, the Company effected a 2.05 for 1 stock split in the
nature of a stock dividend with payment to the holders of the shares of
common stock outstanding on February 20, 1998. The stock split has been
retroactively reflected in the condensed consolidated financial statements
for all periods presented.
(2) BUSINESS AND PURPOSE
STAR is an international long distance service provider offering low cost
switched voice services on a wholesale basis primarily to U. S.-based long
distance carriers. In addition, STAR provides domestic commercial
long-distance services through its subsidiary, LD Services, Inc. ("LDS").
(3) NET INCOME PER COMMON SHARE
In February 1997, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 128, "Earnings Per
Share". The statement replaces primary EPS with basic EPS, which is computed
by dividing reported earnings available to common stockholders by weighted
average shares outstanding. The provision requires the calculation of diluted
EPS. The Company adopted this statement in 1997.
7
<PAGE>
The following schedule summarizes the information used to compute net income
per common share for the three months ended March 31, 1997 and 1998 (in
thousands):
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
-------------------
1997 1998
------ ------
<S> <C> <C>
Weighted number of common shares used to compute
basic earnings per share 24,577 35,629
Weighted common share equivalents 3,917 2,085
------ ------
Weighted number of common share and share
equivalents used to compute diluted earnings per share 28,494 37,714
------ ------
------ ------
</TABLE>
(4) PRO FORMA INCOME TAXES
The results of operations and provision for income taxes for the three months
ended March 31, 1997 reflects LDS' status as an S-Corporation prior to the
merger with STAR. The pro-forma income taxes, pro-forma net income, and
pro-forma earnings per share information reflected in the condensed consolidated
statements of income assumes that both STAR and LDS were taxed as C-Corporations
for all periods presented.
(5) COMPREHENSIVE INCOME
On January 1, 1998, the Company adopted SFAS No. 130, "Reporting
Comprehensive Income". For year end financial statements SFAS 130 requires
that comprehensive income, which is the total of net income and all other
non-owner changes in equity, be displayed in a financial statement with the
same prominence as other consolidated financial statements. In addition, the
standard encourages companies to display the components of other
comprehensive income below the total for net income. During the quarters
ended March 31, 1997 and 1998, comprehensive income equaled net income.
(6) SIGNIFICANT EVENTS
In March 1998, the Company acquired T-One, an international wholesale long
distance telecommunications provider based in New York, in a transaction that
was accounted for as a pooling of interests. The Company issued 1,353,000
shares of its common stock to T-One's shareholders in exchange for all
outstanding T-One shares. The accompanying consolidated financial statements
are restated to include the financial position and result of operations of
T-One for all periods presented. Net sales and historical net income (loss)
of the combining companies for the three months ended March 31, 1997 and
1998, are as follows (in thousands):
8
<PAGE>
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
---------------------------
1997 1998
--------- ---------
<S> <C> <C>
Net Sales:
STAR $ 79,382 $ 117,899
T-One 5,528 11,788
Elimination (83) (418)
Total $ 84,827 $ 129,269
Net Income (Loss):
STAR $ 1,907 $ 1,981
T-One (13) (88)
Total $ 1,894 $ 1,893
--------- ---------
</TABLE>
In November 1997, the Company signed a merger agreement with United Digital
Network, Inc. ("UDN"). The Company intends to account for the transaction as
a pooling of interests.
On February 3, 1998, the Company announced a 2.05 for 1 stock split in the
nature of a stock dividend. The Company effected the stock split on March 31,
1998, which has been retroactively reflected in the accompanying consolidated
financial statements for all periods presented.
(7) STATEMENTS OF CASH FLOWS
During the three month periods ended March 31, 1997 and 1998, cash paid for
interest was $357,000 and $585,000, respectively. For the same periods, cash
paid for income taxes amounted to $212,000 and $1,575,000, respectively.
Non-cash investing and financing activities are as follows (in thousands):
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
----------------------
1997 1998
------- -------
<S> <C> <C>
Equipment purchased through
notes and capital leases $ 913 $18,098
Tax benefits related to stock options -- 4,643
------- -------
$ 913 $22,741
------- -------
------- -------
</TABLE>
(8) SUBSEQUENT EVENTS
On May 4, 1998, the Company completed a public offering of 6,000,000 shares of
Common Stock of which 5,685,000 shares were sold by the Company and 315,000
shares were sold by a selling stockholder. The net proceeds to the Company
(after deducting underwriting discounts and offering expenses) from the sale of
such shares of Common Stock were approximately $145 million.
9
<PAGE>
(9) SEGMENT INFORMATION
At March 31, 1998, STAR has two business segments, wholesale long distance
and commercial long distance telecommunications. The wholesale segment
provides long distance services to U.S. and foreign based telecommunications
companies and the commercial segment provides commercial long distance
services to small retailers throughout the United States.
Both segments are accounted for in accordance with Generally Accepted
Accounting Principles or "GAAP". Reportable segment information for the
periods ended March 31, 1997 and 1998 are as follows:
<TABLE>
<CAPTION>
MARCH 31, 1997 WHOLESALE COMMERCIAL TOTAL
<S> <C> <C> <C>
Revenue from external customers $ 76,454 $ 8,373 $ 84,827
Interest income 21 -- 21
Interest expense 397 1 398
Depreciation and amortization 814 6 820
Segment profit 1,419 475 1,894
Segment assets 63,546 5,181 68,727
</TABLE>
<TABLE>
<CAPTION>
MARCH 31, 1998 WHOLESALE COMMERCIAL TOTAL
<S> <C> <C> <C>
Revenue from external customers $ 121,193 $ 8,076 $ 129,269
Interest income 281 2 283
Interest expense 618 -- 618
Depreciation and amortization 1,876 3 1,879
Segment profit (loss) 1,978 (85) 1,893
Segment assets 137,678 6,634 144,312
</TABLE>
10
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
This Quarterly Report on Form 10-Q contains certain "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1933,
as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. Forward-looking statements are statements other than historical
information or statements of current condition. Some forward looking
statements may be identified by use of such terms as "believes",
"anticipates", "intends", or "expects". These forward-looking statements
relate to the plans, objectives and expectations of the Company for future
operations. In light of the risks and uncertainties inherent in all such
projected operation matters, the inclusion of forward-looking statements in
this report should not be regarded as a representation by the Company or any
other person that the objectives or plans of the Company will be achieved or
that any of the Company's operating expectations will be realized. The
Company's revenues and results of operations are difficult to forecast and
could differ materially from those projected in the forward-looking
statements contained in this report as a result of numerous factors including
among others, the following: (i) changes in customer rates per minute; (ii)
foreign currency fluctuations; (iii) termination of certain service
agreements or inability to enter into additional service agreements; (iv)
inaccuracies in the Company's forecast of traffic growth; (v) changes in or
developments under domestic or foreign laws, regulations, licensing
requirements or telecommunications standards; (vi) foreign political or
economic instability; (vii) changes in the availability of transmission
facilities; (viii) loss of the services of key officers; (ix) loss of a
customer which provides significant revenues to the Company; (x) highly
competitive market conditions in the industry; and (xi) concentration of
credit risk. The foregoing review of the important factors should not be
considered as exhaustive; the Company undertakes no obligation to release
publicly the results of any future revisions it may make to forward-looking
statements to reflect events or circumstances after the date hereof or to
reflect the occurrence of unanticipated events.
The following table sets forth income statement data as a percentage of
revenues for the periods indicated.
<TABLE>
<CAPTION>
THREE MONTHS
ENDED MARCH 31,
----------------------
1997 1998
------ ------
<S> <C> <C>
Revenues 100.0% 100.0%
------ ------
Operating expenses:
Cost of services 86.9 86.3
Selling, general and administrative 9.1 8.9
Depreciation and amortization 1.0 1.5
Merger Expense -- 0.2
------ ------
97.0 96.9
------ ------
Income from operations 3.0 3.0
Other income (expense):
Interest income -- 0.2
Interest expense (0.5) (0.5)
Other 0.1 (0.1)
------ ------
Income before provision for income taxes 2.6 2.7
Provision for income taxes 0.4 1.2
------ ------
Net income 2.2% 1.5%
------ ------
------ ------
</TABLE>
Three Months Ended March 31, 1998 Compared to Three Months Ended March 31, 1997.
Revenues: Revenues increased 52.4% to $129.3 million in the first quarter of
1998 from $84.8 million in the first quarter of 1997. Wholesale revenues
increased to $121.2 million (including $11.4 million of revenue from T-One) from
$76.5 million (including $5.4 million of revenue from T-One). Wholesale
11
<PAGE>
minutes of use increased 73.2% to 324.4 million in the first quarter of 1998,
as compared to 187.3 million minutes of use in the comparable quarter of the
year prior. This increase reflects growth in the number of wholesale
customers from 100 in March of 1997 to 131 at the end of March 1998, as well
as an increase in usage by existing customers. The average rate per minute of
use declined to $0.37 for the current quarter as compared to $0.40 for the
quarter ended March 31, 1997 reflecting the change in country mix to include
a larger proportion of lower rate per minute countries as well as lower
prices on competitive routes.
Commercial revenues decreased to $8.1 million in the first quarter of 1998
from $8.4 million in the first quarter of 1997 reflecting the termination of
the LDS customer base in California due to the 1997 settlements entered into
by LDS with each of the California PUC and the District Attorney of Monterey,
California.
Cost of Services (exclusive of depreciation and amortization): On a
consolidated basis cost of services (exclusive of depreciation and
amortization) increased 51.4% to $111.6 million in the first quarter of 1998
from $73.7 million in the first quarter of 1997. Wholesale cost of services
(exclusive of depreciation and amortization) increased to $106.9 million in
1998 from $68.9 million for 1997 and decreased as a percentage of revenues to
88.2% from 90.1%, respectively. Wholesale cost of services (exclusive of
depreciation and amortization) expanded during the first quarter of 1998 as
traffic was increasingly routed over the Company's proprietary international
network. Without the inclusion of T-One in the Company's wholesale results
cost of services (exclusive of depreciation and amortization) as a percentage
of revenues would have been 87.5% and 89.8% for the quarters ending March 31,
1998 and 1997, respectively.
Selling, General and Administrative: For the first quarter of 1998, selling,
general and administrative expenses increased 49.8% to $11.6 million, from
$7.7 million in the first quarter of 1997. Wholesale selling, general and
administrative expenses increased to $8.1 million in the first quarter of
1998 from $4.7 million in the first quarter of 1997, and increased as a
percentage of wholesale revenues to 6.7% from 6.1% over the comparable
periods. Total expenses increased year to year in absolute dollars as STAR
expanded its proprietary international network and employee base. Commercial
selling, general and administrative expenses increased to $3.5 million in the
first quarter of 1998 from $3.0 million in the first quarter of 1997 and
increased as a percentage of commercial revenues to 42.4% from 36.3%,
respectively, as LDS increased its telemarketing sales force to focus on new
ethnic marketing programs. The Company expects selling, general and
administrative expenses to expand in absolute dollars and as a percentage of
revenues throughout fiscal year 1998, as the Company expands its network and
employee base and in connection with the Company's development of the
commercial market.
Depreciation: Depreciation increased to $1.9 million for the first quarter of
1998 from $820,000 for the first quarter of 1997, and increased as a percentage
of revenues to 1.5% from 1.0% in the prior period. Depreciation increased as a
result of STAR's continuing expansion of its proprietary international network
which includes purchases of switches, undersea cable and leasehold improvements
associated with switch sites. STAR expects depreciation expense to increase as
the Company continues to expand its global telecommunications network.
Other Income (Expense): Other expense, net, increased to $495,000 in the first
quarter of 1998 from $326,000 in the first quarter of 1997. This increase is
primarily due to interest expense of $618,000 incurred under various capital
leases and bank lines of credit. Interest income earned on short-term
investments increased to $283,000 in the first quarter of 1998 from $21,000 in
the first quarter of 1997 reflecting interest earned on cash generated by
operations. Also included in other expense is $171,000 in foreign currency
losses related to the intercompany account between STAR and its German
subsidiary.
Provision for Income Taxes: The provision for income taxes increased to $1.5
million in the first quarter of 1998 from $341,000 in the first quarter of
1997 ($888,000 pro forma), primarily due to the increase in profitability of
the Company.
12
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
As of March 31, 1998, STAR had cash and cash equivalents of approximately
$5.3 million, short-term investments of $3.0 million and a working capital
surplus of $8.3 million.
As of March 31, 1998, STAR had no funds outstanding on its $25 million
revolving line of credit, which bears interest at a rate of the bank's cost
of funds plus 175 basis points and expires on July 1, 1999. However, the line
of credit is reduced by outstanding letters of credit in the amount of $4.7
million.
STAR generated net cash from operating activities of $3.7 million in the
first quarter of 1997, primarily from net income plus depreciation and
amortization and other assets offset by increases in receivables. The
Company's investing activities provided cash of approximately $17,000 during
the first quarter of 1998 primarily from the sale of marketable securities
offset by investments made in additional undersea cables and switching
equipment. The Company's financing activities used cash of approximately
$335,000 during the first quarter of 1998 primarily from repayments under
capital lease agreements offset by the exercise of employee stock options.
On May 4, 1998, the Company completed a secondary offering of 6,000,000
shares of Common Stock of which 5,685,000 shares were sold by the Company and
315,000 shares were sold by a selling stockholder. The net proceeds to the
Company (after deducting underwriting discounts and offering expenses) from
the sale of such shares of Common Stock were approximately $145 million.
While the termination of the LDS customer base in California will result in a
loss of commercial revenues from that state during 1998, management does not
believe that the loss of such revenues will have a material impact on STAR's
liquidity in the future.
YEAR 2000 COMPLIANCE:
A significant percentage of the software that runs most of the computers in
the United States relies on two-digit date codes to perform a number of
computation and decision making functions. Commencing on January 1, 2000,
these computer programs may fail from an inability to interpret date codes
properly, misreading "00" for the year 1900 instead of the year 2000.
STAR has initiated a comprehensive program to identify, evaluate and address
issues associated with the ability of its information technology and
non-information technology systems to properly recognize the Year 2000 in
order to avoid interruption of the operation of these systems and a material
adverse effect on STAR's operations as a result of the century change. Each
of the information technology software programs that STAR currently uses has
either been certified by its respective vendor as Year 2000 compliant or will
be replaced with software that is so certified prior to January 1, 1999. STAR
intends to conduct comprehensive tests of all of its software programs for
Year 2000 compliance as part of its Year 2000 readiness program. An integral
part of STAR's non-information technology systems, its telecommunications
switches, is not currently Year 2000 compliant. The respective vendors of
STAR's twelve switches are in the process of upgrading the switches and have
informed STAR that the switches will be compliant on or before February 28,
1999. STAR does not believe that its other non-information technology systems
will be affected by the Year 2000, but will not know definitively until STAR
tests and evaluates such equipment during January 1999.
STAR's computer systems interface with the computers and technology of many
different telecommunications companies, including those of foreign companies,
on a daily basis. STAR considers the Year 2000 readiness of its foreign
customers and vendors of particular importance given the general concern that
the computer systems abroad may not be as prepared as those in domestic
operations to handle the century change. As part of its Year 2000 compliance
program, STAR intends to contact its significant vendors and customers to
ascertain whether the systems used by such third parties are Year 2000
compliant. STAR plans to have all Year 2000 compliance initial testing and
any necessary conversions completed by July 1999.
Historically, STAR has not incurred any costs to date to reprogram, replace
and test its information and non-information technology systems for Year 2000
compliance. The costs associated with STAR's Year 2000 compliance efforts
will be incurred during 1998 and 1999. STAR estimates the costs of the
efforts will be between $70,000 and $150,000 over the life of the project;
though such expenditures may increase materially following testing of
non-information technology systems and evaluation of the Year 2000 compliance
status of integral third party vendors and customers. Costs incurred in
connection with STAR's Year 2000 compliance efforts will be expensed as
incurred.
STAR currently anticipates that its information technology and
non-information technology systems will be Year 2000 compliant before January
1, 2000, though no assurances can be given that STAR's compliance testing
will not detect unanticipated Year 2000 compliance problems. Furthermore,
STAR does not yet know the Year 2000 compliance status of integral third
parties and is therefore currently unable to assess the likelihood or the
risk to STAR of third party system failures. However, a system failure by any
of STAR's significant customers or vendors could have a material adverse
effect on STAR's operations.
The Company believes that the most reasonably likely worst case scenario
resulting from the century change will be its inability to route telephone
traffic at current rates to desired locations for an indeterminable period of
time. Such worst case scenario could have a material adverse affect on STAR's
results of operations and liquidity.
STAR intends to develop contingency plans to handle a Year 2000 system
failure experienced by its information and non-information technology systems
and to handle any necessary interactions with the computers and technology of
any integral non-complying third party.
13
<PAGE>
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.
STAR TELECOMMUNICATIONS, INC.
Dated: January 15, 1999
By: /s/ Kelly D. Enos
-----------------------------------------
Kelly D. Enos
Chief Financial Officer
(Principal Financial & Accounting
Officer)
14
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM STAR
TELECOMMUNICATIONS, INC. FORM 10-Q/A AMENDMENT NO 1. FOR THE QTR ENDED MARCH
31, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 5,285
<SECURITIES> 2,978
<RECEIVABLES> 51,024
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 75,647
<PP&E> 67,814
<DEPRECIATION> 0
<TOTAL-ASSETS> 144,312
<CURRENT-LIABILITIES> 67,305
<BONDS> 32,216
0
0
<COMMON> 36
<OTHER-SE> 50,691
<TOTAL-LIABILITY-AND-EQUITY> 144,312
<SALES> 0
<TOTAL-REVENUES> 129,269
<CGS> 0
<TOTAL-COSTS> 125,347
<OTHER-EXPENSES> 160
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 618
<INCOME-PRETAX> 3,427
<INCOME-TAX> 1,534
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,893
<EPS-PRIMARY> 0.05
<EPS-DILUTED> 0.05
</TABLE>
