EXECUTIVE TELECARD LTD
10-Q, 1995-11-13
BUSINESS SERVICES, NEC
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<PAGE>
 
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549


                                   FORM 10-Q


               Quarterly Report Pursuant to Section 13 or 15(d)
                    of the Securities Exchange Act of 1934



  For the Quarter Ended                                Commission File Number
   SEPTEMBER 30, 1995                                         1-10210
- - - -------------------------                            ---------------------------

                           EXECUTIVE TELECARD, LTD.
- - - --------------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)


               DELAWARE                                  13-3486421
   ----------------------------------    --------------------------------------
    (State or other jurisdiction of       (I.R.S. Employer Identification No.)
     incorporation of organization)

                      8 AVENUE C, NANUET, NEW YORK  10954
                      -----------------------------------
             (Address of principle executive offices)  (Zip Code)

Registrant's telephone number, including area code:  (914) 627-2060

________________________________________________________________________________


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  X       No______
                              -------      


The number of shares outstanding of each of the registrant's classes of common
stock, as of October 31, 1995 is 14,406,374 shares, all of one class of $.001
par value Common Stock.

                                       1
<PAGE>
 
                           EXECUTIVE TELECARD, LTD.
                                    PART I
                             FINANCIAL INFORMATION
                       QUARTER ENDED SEPTEMBER 30, 1995

                                    GENERAL



The following financial information is submitted in response to the requirements
of Form 10-Q and does not purport to be financial statements prepared in
accordance with generally accepted accounting principles.  Certain information
and footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted, although the Company believes the disclosures that are made are
adequate to make the information presented not misleading.  Further, in the
opinion of the management, the interim financial statements reflect fairly the
financial position and results of operations for the period indicated.

It is suggested that these interim consolidated financial statements be read in
conjunction with the financial statements and the notes thereto included in the
Company's 1995 Annual Report on Form 10-K for the year ended March 31, 1995,
filed with the Securities and Exchange Commission.

The results of operations for the quarter ending September 30, 1995, are not
necessarily indicative of the results to be expected for the entire fiscal year
ending March 31, 1996.


                      DOCUMENTS INCORPORATED BY REFERENCE


a.   Registrant's Form S-1 Registration Statements and Exhibit Book under file
     #33-25572, as effective March 17, 1989, are incorporated by reference.

b.   Forms 10-K for the fiscal years ended March 31, 1993, March 31, 1994 and
     March 31, 1995, are incorporated by reference.

                                       2
<PAGE>
 
                           EXECUTIVE TELECARD, LTD.
                                   FORM 10-Q
                       QUARTER ENDED SEPTEMBER 30, 1995

                               TABLE OF CONTENTS

<TABLE> 
<CAPTION> 
                                                                PAGE
                                                                ----
<S>       <C>                                                   <C>     
PART I    FINANCIAL INFORMATION

          Item 1 -     Consolidated Financial Statements

                       Consolidated Balance Sheets as of 
                       September 30, 1995 and March 31, 1995     4-5

                       Consolidated Statements of Operations 
                       for the three months ended September 
                       30, 1995 and 1994                           6
 
                       Consolidated Statements of Operations 
                       for the six months ended September 30, 
                       1995 and 1994                               7
 
                       Consolidated Statements of Cash Flows 
                       for the three months ended September 
                       30, 1995 and 1994                           8
 
                       Consolidated Statements of Cash Flows 
                       for the six months ended September 30, 
                       1995 and 1994                               9
 
                       Notes to Consolidated Financial 
                       Statements                              10-12
 
          Item 2 -     Management's Discussion and Analysis 
                       of Financial Condition and Results of 
                       Operations                              13-14
 
PART II   OTHER INFORMATION

          Item 1 -     Legal Proceedings                          15
          Item 2 -     Changes in Securities                      15
          Item 3 -     Defaults Upon Senior Securities            15
          Item 4 -     Submission of Matters to a Vote of 
                       Security Holders                           15
          Item 5 -     Other Information                          15
          Item 6 -     Exhibits and Reports on Form 8-K           15
 
SIGNATURES                                                        16
</TABLE>

                                       3
<PAGE>
 
ITEM 1 - CONSOLIDATED FINANCIAL STATEMENTS
================================================================================

                           EXECUTIVE TELECARD, LTD.
                           ------------------------
                          CONSOLIDATED BALANCE SHEETS
                          ---------------------------
                  AS OF SEPTEMBER 30, 1995 AND MARCH 31, 1995
                  -------------------------------------------

                                    ASSETS
                                    ------


<TABLE> 
<CAPTION> 
                                              September 30,        March 31,
                                                  1995               1995
                                              ------------      -----------
                                               (Unaudited)         (Note 1)

<S>                                          <C>               <C>     
CURRENT:
- - - --------

Cash and cash equivalents                     $  2,225,354      $  1,734,232
                                                                   
Accounts receivable less allowance for                             
doubtful accounts of $490,000 and                                  
$346,000                                         5,026,163         3,777,984
                                                                   
Other current assets                               210,448           343,337
                                             -------------     -------------  
Total current assets                                                 
                                                 7,461,965         5,855,553
                                                                   
PROPERTY AND EQUIPMENT - net                                       
                                                 6,730,567         6,357,575
OTHER:                                                             
                                                                   
Intangible assets - net                                            
                                                   260,007           314,506
Advances for equipment purchases                   
                                                   253,525           109,132
Deposits                                                             
                                                   244,877           278,229
Other assets                                                         
                                                    90,208            28,049
Total other assets                           -------------     -------------  
                                                                      
TOTAL ASSETS                                       848,617           729,916
                                             -------------     -------------   
                                                                     
                                              $ 15,041,149      $ 12,943,044   
                                             =============     ============= 
</TABLE> 
                                                              
                                                              

See Notes to Consolidated Financial Satements

                                       4
<PAGE>
 
                           EXECUTIVE TELECARD, LTD.
                           ------------------------
                          CONSOLIDATED BALANCE SHEETS
                          ---------------------------

                  AS OF SEPTEMBER 30, 1995 AND MARCH 31, 1995
                  -------------------------------------------

                     LIABILITIES AND STOCKHOLDERS' EQUITY
                     ------------------------------------

<TABLE> 
<CAPTION> 
                                           September 30,           March 31,
                                               1995                  1995
                                          -------------       --------------
                                           (Unaudited)             (Note 1)

<S>                                       <C>                 <C>  
CURRENT:
- - - --------

Note payable                               $  1,000,000         $
                                                              
Accounts payable                              2,328,325           1,629,680
                                                               
Accrued expenses                              5,189,888           6,006,314
                                                                           
Customer deposits                               336,856             349,385     
                                                                    
Unearned income                                 229,888             220,103 
                                                                    
Current maturities of long-term debt            136,996             146,037   
                                           ------------        ------------ 

Total current liabilities                     9,221,953           8,351,519 
                                           ------------        ------------     

LONG-TERM DEBT, less current maturities         610,382             671,774    
                                           ------------        ------------   

Total liabilities                             9,832,335           9,023,293
                                           ------------        ------------  
STOCKHOLDERS' EQUITY:                    
                                             
Common stock - $.001 par value; 20,000,000
 shares authorized, 14,406,374 and 
 14,279,962 shares outstanding                   14,406              14,280  
                                               
Additional paid-in capital                   15,895,770          15,558,045  
                                                                             
Accumulated deficit                         (10,681,410)        (11,813,048)    
                                                                
Accumulated translation adjustment              (19,952)            160,474     
                                           ------------        ------------

Total stockholders' equity                    5,208,814           3,919,751 
                                           ------------        ------------     

TOTAL LIABILITIES AND            
STOCKHOLDERS' EQUITY                       $ 15,041,149        $ 12,943,044 
                                           ============        ============     
</TABLE> 
                                                           
See Notes to Consolidated Financial Statements

                                       5
<PAGE>
 
                           EXECUTIVE TELECARD, LTD.
                           ------------------------
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                     -------------------------------------
                THREE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994
                ----------------------------------------------
                                  (UNAUDITED)


<TABLE> 
<CAPTION> 
                                       Three Months          Three Months
                                          Ended                 Ended
                                    September 30, 1995    September 30, 1994
                                    ------------------    ------------------
                                                               (Note 1)
 
<S>                                                <C>           <C>
NET REVENUE                              $7,674,396            $5,907,954
 
COST OF REVENUE                           4,791,519             3,985,594
                                         ----------            ----------

GROSS PROFIT                              2,882,877             1,922,360
 
COSTS AND EXPENSES:
- - - -------------------
 
 Selling, general and administrative      1,820,427             1,552,298
 
 Depreciation and amortization              382,055               283,947
                                         ----------            ----------  

Total costs and expenses                  2,202,482             1,836,245
                                         ----------            ---------- 

Income from operations                      680,395                86,115
                                         ----------            ----------   
OTHER INCOME (EXPENSE):
- - - -----------------------
 
   Interest income                              365                   103
 
   Interest expense                         (43,346)               (9,067)
 
   Foreign currency transaction loss        (13,517)             (100,580)
                                         ----------            ---------- 
 
Total other expense                         (56,498)             (109,544)
                                         ----------            ----------   
 
Income (loss) before provision for 
 income taxes                               623,897               (23,429)
 
Provision for income taxes                   64,000                26,028
                                         ----------            ----------  

NET INCOME (LOSS)                        $  559,897            $  (49,457)
                                         ==========            ==========  

NET INCOME (LOSS) PER SHARE              $      .04            $     (.00)
                                         ==========            ==========  
WEIGHTED AVERAGE NUMBER OF SHARES AND
SHARE EQUIVALENTS OUTSTANDING            14,358,522            14,254,536
                                         ==========            ==========
</TABLE>


See Notes to Consolidated Financial Statements

                                       6
<PAGE>
 
                           EXECUTIVE TELECARD, LTD.
                           ------------------------
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                     -------------------------------------
                 SIX MONTHS ENDED SEPTEMBER 30, 1995 AND 1994
                 --------------------------------------------
                                  (UNAUDITED)
                                            

<TABLE> 
<CAPTION> 
                                            Six Months            Six Months
                                              Ended                  Ended
                                        September 30, 1995    September 30, 1994
                                        ------------------    ------------------
                                                                    (Note 1)
<S>                                     <C>                   <C> 


NET REVENUE                                $ 14,671,195          $ 10,933,113


COST OF REVENUE                               9,422,252             7,780,469
                                           ------------          ------------ 
GROSS PROFIT                                  5,248,943             3,152,644 
                                                                    
COSTS AND EXPENSES:                                                 
- - - -------------------                                                 
                                                                    
 Selling, general and administrative          3,442,267             2,908,133
                                                                    
 Depreciation and amortization                  751,232               539,599
                                           ------------          ------------ 

Total costs and expenses                      4,193,499             3,447,732 
                                           ------------          ------------

Income (loss) from operations                 1,055,444              (295,088) 
                                           ------------          ------------
OTHER INCOME (EXPENSE):                                            
- - - -----------------------                                            
                                                                   
 Interest income                                    388                 5,927 
                                                                   
 Interest expense                               (85,640)              (23,958)

 Foreign currency transaction loss              (60,554)             (133,851)
                                                                
 Other income                                   350,000         
                                           ------------          ------------ 

Total other income (expense)                    204,194              (151,882)
                                           ------------          ------------ 
Income (loss) before provision for                              
 income taxes                                 1,259,638              (446,970) 
                                                                
Provision for income taxes                      128,000                45,198   
                                           ------------          ------------ 
NET INCOME (LOSS)                          $  1,131,638          $   (492,168) 
                                           ============          ============
NET INCOME (LOSS) PER SHARE                $        .08          $       (.03) 
                                           ============          ============ 

WEIGHTED AVERAGE NUMBER OF SHARES AND      
SHARE EQUIVALENTS OUTSTANDING                14,325,347            14,231,964
                                           ============          ============
</TABLE> 

See Notes to Consolidated Financial Statements  

                                       7
<PAGE>
 
                           EXECUTIVE TELECARD, LTD.
                           ------------------------
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                     -------------------------------------
                THREE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994
                ----------------------------------------------
                                  (UNAUDITED)


<TABLE> 
<CAPTION> 
                                                          Three Months        Three Months     
                                                             Ended               Ended         
                                                       September 30, 1995  September 30, 1994  
                                                       ------------------  ------------------  
                                                                                (Note 1)        
<S>                                                    <C>                 <C> 
OPERATING ACTIVITIES:
- - - ---------------------
Net income (loss)                                           $   559,897          $   (49,457)           
                                                                                                 
Adjustments to reconcile net income (loss)                                                       
to net cash flows provided by operating                                                          
activities:                                                                       
 Depreciation and amortization                                  382,055              283,947 
 Provision for bad debts                                         63,073               41,999 
 Changes in operating assets and liabilities:                                                     
   Accounts receivable                                         (487,240)            (290,860) 
   Other assets                                                  86,793              (17,860) 
   Accounts payable                                            (110,817)             (28,557) 
   Accrued expenses                                             361,686            1,110,618 
   Other liabilities                                             (6,306)               9,209 
                                                            -----------          -----------   
Cash provided by operating activities                           849,141            1,059,039 
                                                                                                  
INVESTING ACTIVITIES:                                                                             
- - - ---------------------                                                              
Acquisitions of property and equipment                         (637,585)            (431,851)  
Other assets                                                   (232,226)              (1,513)  
                                                            -----------          -----------      
Cash used in investing activities                              (869,811)            (433,364)
                                                                                 
FINANCING ACTIVITIES:                                                                              
- - - ---------------------                                                                              
Principal payments on long-term debt                            (28,035)             (28,154)  
Issuance of capital stock                                       337,851               10,014  
                                                            -----------          -----------        
Cash provided by (used in) financing activities                 309,816              (18,140)                       
                                                                                 
Effect of exchange rate changes on cash                         (25,512)            (236,805)                      
                                                            -----------          -----------     
Net increase in cash and cash equivalents                       263,634              370,730      
                                                                                                            
CASH AND CASH EQUIVALENTS - beginning of period               1,961,720            1,651,502           
                                                            -----------          -----------                       

CASH AND CASH EQUIVALENTS - end of period                   $ 2,225,354          $ 2,022,232    
                                                            ===========          ===========                       
</TABLE> 

See Notes to Consolidated Financial Statements              

                                       8
<PAGE>
 
                           EXECUTIVE TELECARD, LTD.
                           ------------------------
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                     -------------------------------------
                 SIX MONTHS ENDED SEPTEMBER 30, 1995 AND 1994
                 --------------------------------------------
                                  (UNAUDITED)

<TABLE> 
<CAPTION> 
                                                            Six Months              Six Months       
                                                              Ended                   Ended          
                                                        September 30, 1995      September 30, 1994   
                                                        ------------------      ------------------   
                                                                                     (Note 1)         

<S>                                                    <C>                      <C> 
OPERATING ACTIVITIES:
- - - ---------------------
Net income (loss)                                            $  1,131,638            $   (492,168)   
                                                                                                                     
Adjustments to reconcile net income (loss) to                                                                        
net cash flows provided by operating activities:                                                                     
 Depreciation and amortization                                    751,232                 539,599   
 Provision for bad debts                                          148,590                 111,701   
 Changes in operating assets and liabilities:                                                                        
   Accounts receivable                                         (1,392,430)               (995,983)   
   Other assets                                                   132,889                   8,257   
   Accounts payable                                               698,645                 301,766   
   Accrued expenses                                              (816,426)              1,480,923   
   Other liabilities                                               (2,744)                 (3,698)   
                                                             ------------            ------------   
Cash provided by operating activities                             651,394                 950,397    
                                                             
INVESTING ACTIVITIES:                                                                                                
- - - ---------------------                                                                                                
Acquisitions of property and equipment                         (1,071,640)             (1,207,675)   
Other assets                                                     (175,624)                 15,636   
                                                             ------------            ------------      

Cash used in investing activities                              (1,247,264)             (1,192,039)
                                                             
FINANCING ACTIVITIES:                                                                                                
- - - ---------------------                                                                        
Principal payments on long-term debt                              (70,433)                (53,005)      
Proceeds from note payable                                      1,000,000                                           
Issuance of common stock                                          337,851                 448,001       
                                                             ------------            ------------        
Cash provided by financing activities                           1,267,418                 394,996                    
                                                               
Effect of exchange rate changes on cash                          (180,426)                387,447
                                                             ------------            ------------                
Net increase in cash and cash equivalents                         491,122                 540,801       
                                                                                                    
CASH AND CASH EQUIVALENTS - beginning of period                 1,734,232               1,481,431    
                                                             ------------            ------------                

CASH AND CASH EQUIVALENTS - end of period                    $  2,225,354            $  2,022,232  
                                                             ============            ============  
</TABLE> 
                                                             
                                                             
See Notes to Consolidated Financial Statements

                                       9
<PAGE>
 
                           EXECUTIVE TELECARD, LTD.
                           ------------------------
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  ------------------------------------------
                              SEPTEMBER 30, 1995
                              ------------------


NOTE 1 - BASIS OF PRESENTATION
- - - --------------------------------------------------------------------------------

         The accompanying consolidated financial statements have been prepared
         in accordance with United States generally accepted accounting
         principles for interim financial information and with the instructions
         to Form 10-Q and Rule 10-01 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 considered necessary for a
         fair presentation have been included. Operating results for the three
         and six months ended September 30, 1995 are not necessarily indicative
         of the results that may be expected for the year ended March 31, 1996.
         For further information, refer to the consolidated financial statements
         and footnotes thereto included in the Company's Form 10-K for the year
         ended March 31, 1995.

         The accompanying consolidated financial statements include the accounts
         of the Company and its wholly-owned subsidiaries. All material
         intercompany transactions and balances have been eliminated in
         consolidation.

         The consolidated financial statements are presented in United States
         Dollars, which is the reporting currency of the Company as of April 1,
         1995. Prior to April 1, 1995, the Company's reporting currency was
         Swiss Francs. For purposes of comparing the financial information for
         the period ended September 30, 1995 to the fiscal year ended March 31,
         1995 and to the quarter and six months ended September 30, 1994, the
         information previously reported has been converted to United States
         dollars in accordance with FASB 52. The functional currency for the
         company's foreign operations is the applicable local currency. Currency
         gains and losses arising from transactions occurring during the period
         are recorded when the transaction occurs at the then current exchange
         rate and are included in the operating statements of the Company. The
         translation of the applicable foreign currency into United States
         Dollars is computed for balance sheet accounts using current exchange
         rates in effect at the balance sheet date and for revenue and expense
         accounts using a weighted average exchange rate during the period. The
         gains and losses resulting from such translation are included in
         stockholders' equity.

                                       10
<PAGE>
 
                           EXECUTIVE TELECARD, LTD.
                           ------------------------
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  ------------------------------------------
                              SEPTEMBER 30, 1995
                              ------------------


NOTE 1 - BASIS OF PRESENTATION (Continued)
- - - --------------------------------------------------------------------------------

         Management has determined that certain costs are more properly
         reflected as a cost of revenue and, therefore, has reflected these
         costs in cost of revenue for the three and six month periods ended
         September 30,1995. To conform to the current year's presentation, these
         costs have been reclassified from selling, general and administrative
         expense to cost of revenue for the three and six month periods ended
         September 30, 1994.

         Effective March 31, 1995, the Company acquired substantially all of the
         assets of Residual Corporation ("Residual"). The assets consisted
         primarily of all of Residual's operating subsidiaries. In connection
         with the acquisition, agreement was reached to terminate the management
         agreement between the Company and Residual. In consideration for the
         transaction, the Company issued 697,828 restricted shares of its common
         stock to Residual and also transferred approximately $12,722,000 of
         debt obligations payable by Residual to the Company. As a result of the
         termination of the management agreement and considering the nature of
         the relationship between the Company and Residual, the transaction is
         considered to be an exchange between enterprises under common control
         and accordingly, it has been accounted for at historical cost in a
         manner similar to that in pooling-of-interests accounting with the
         accompanying financial statements presented to include the accounts and
         operations of the acquired companies as though the acquisition had
         occurred as of April 1, 1994.

NOTE 2 - NET INCOME (LOSS) PER SHARE
- - - --------------------------------------------------------------------------------

         Net income (loss) per share and common equivalent share is computed
         using the weighted average number of shares outstanding during each
         period. Warrants and options outstanding to purchase common stock are
         included as common stock equivalents when dilutive.

NOTE 3 - RELATED PARTY TRANSACTION
- - - --------------------------------------------------------------------------------

         During April 1995, an agreement between the Company and a corporate
         stockholder was finalized to resolve certain claims and potential
         claims between the two parties. The claims arose out of negotiated
         transactions whereby sales of the Company's restricted stock had
         occurred at prices at or below the quoted market price. Under the
         agreement, the corporate stockholder granted the Company an irrevocable
         proxy to vote all of the shares beneficially owned or controlled by the
         stockholder in favor of the director nominees proposed by the Board, to
         pay the Company the sum of $350,000 and not to compete with nor solicit
         Company employees for a period of three years. The sum of $350,000

                                       11
<PAGE>
 
                           EXECUTIVE TELECARD, LTD.
                           ------------------------
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  ------------------------------------------
                              SEPTEMBER 30, 1995
                              ------------------


NOTE 3 - RELATED PARTY TRANSACTION (Continued)
- - - --------------------------------------------------------------------------------
         has been included in other income for the six months ended September
         30, 1995.

NOTE 4 - NOTE PAYABLE
- - - --------------------------------------------------------------------------------

         In April 1995, the Company borrowed $1,000,000 from a foreign
         corporation. The note is payable in April 1996 and carries an interest
         rate of 12% per annum. In connection with this transaction, the Company
         issued warrants to purchase 82,500 shares at a price of $6.36 per
         share. As of September 30, 1995, such warrants have not been exercised.

NOTE 5 - COMMON STOCK
- - - --------------------------------------------------------------------------------

         On June 30, 1995, the Board of Directors authorized a stock split,
         effected in the form of a ten percent (10%) stock dividend, which was
         distributed on August 25, 1995 to shareholders of record on August 10,
         1995. All references to common share and per share amounts in the
         accompanying financial statements have been adjusted to reflect the
         effect of this stock dividend.







(Balance of page intentionally left blank)

                                       12
<PAGE>
 
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
================================================================================


                           EXECUTIVE TELECARD, LTD.
                           ------------------------

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
- - - --------------------------------------------------------------------------------
         OF OPERATIONS
         -------------
         Net revenue increased by 34% to $14,671,195 for the six months ended
         September 30, 1995 as compared to $10,933,113 for the comparable period
         last year. For the three months then ended, net revenue increased by
         30% to $7,674,396 from $5,907,954 reported for the comparable period
         last year. This continued growth resulted primarily from volume
         increases in usage of the Company's calling service by existing
         customers as well as the addition of customers reflecting new
         agreements signed.

         Cost of revenue for the six months ended September 30, 1995 was
         $9,422,252, an increase of 21% over the prior period amount of
         $7,780,469. For the three months ended September 30, 1995, cost of
         revenue was $4,791,519, an increase of 20% over $3,985,594 reported for
         the comparable period last year. These costs represent charges directly
         attributable to increases in intra/intercountry calling services. As a
         percentage of revenue, these costs decreased 7% from 71% for the six
         months ended September 30, 1994 to 64% for the current period. For the
         three months ended September 30, 1995, these costs were 62% compared to
         67% for the prior period, a decrease of 5%. This reduction in costs
         primarily reflects general rate decreases and volume discounts offered
         by domestic and foreign telephone carriers based upon the continued
         increase in volume of traffic generated over their networks.

         Selling, general and administrative expenses increased by $534,134 to
         $3,442,267 during the six months ended September 30, 1995 from
         $2,908,133 for the comparable period last year. For the three months
         ended September 30, 1995, selling, general and administrative expenses
         were $1,820,427, an increase of $268,129 over $1,552,298 reported for
         the comparable period last year. These increases are due primarily to
         increased general, administrative and technical personnel costs. As a
         percentage of revenue, selling, general and administrative expenses
         decreased from 27% to 24% for the six months and from 26% to 24% for
         the three months ended September 30, 1995 as compared to the same
         periods last year.

         Depreciation and amortization for the six months ended September 30,
         1995 increased by $211,633 to $751,232 as compared to $539,599 for the
         same period last year. For the three months ended September 30, 1995,
         depreciation and amortization increased $98,108 to $382,055 compared to
         $283,947 for the prior period. This increase primarily relates to
         equipment placed in service during the past twelve months.

                                       13
<PAGE>
 
                            EXECUTIVE TELECARD, LTD.
                            ------------------------

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
- - - -------------------------------------------------------------------------   
         RESULTS OF OPERATIONS (Continued)
         ---------------------------------
         Liquidity and Capital Resources
         -------------------------------
         During the quarter ended September 30, 1995, cash and cash equivalents
         increased $263,634 to $2,225,354. The increase in cash and cash
         equivalents consisted of the following components: (i) net cash flows
         provided by operating activities in the amount of $849,141, resulting
         primarily from net income for the quarter of $559,897, an increase in
         accrued expenses of $361,686 offset by an increase in accounts
         receivable of $487,240 and a reduction in accounts payable of $110,817;
         (ii) net cash flows used in investing activities in the amount of
         $869,811, which primarily related to acquisitions of property and
         equipment; (iii) cash flows provided by financing activities of
         $309,816 relating to the issuance of common stock which was partially
         offset by principal payments on long term debt of $28,035; and (iv) the
         effect of exchange rate changes on cash which served to decrease cash
         and cash equivalents by $25,512.

         The substantial costs incurred in the proxy contest during the year
         ended March 31, 1995 have materially and adversely affected the working
         capital of the Company. The Company believes, however, that it has
         adequate internal resources and access to external resources that are
         sufficient to finance its operating needs for the next twelve months,
         including CAVIAR network expansion and modernization, payment of
         indebtedness and planned marketing activities. The Company may be
         required to raise additional capital through the incurring of
         additional debt or placement of additional equity securities in order
         to effectively fund its business needs through the next twelve (12)
         months. There can be no assurance that the Company will be successful
         in its efforts to raise such additional capital.








                  (Balance of page intentionally left blank)

                                       14
<PAGE>
 
                            EXECUTIVE TELECARD, LTD
                                    PART II
                               OTHER INFORMATION
                       QUARTER ENDED SEPTEMBER 30, 1995


ITEM 1    LEGAL PROCEEDINGS
- - - --------------------------------------------------------------------------------

          There have been no material developments concerning legal proceedings
          in which the Company is involved since the filing on August 21, 1995
          of the Company's Form 10-K for the fiscal year 1995.

ITEM 2    CHANGE 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
- - - --------------------------------------------------------------------------------
          None

ITEM 6    EXHIBITS AND REPORTS ON FORM 8-K
- - - --------------------------------------------------------------------------------
          None

                                       15
<PAGE>
 
                           EXECUTIVE TELECARD, LTD.
                                  SIGNATURES



Pursuant to the requirements of Section 13 of 15 (d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed in its
behalf by the undersigned, thereunto duly authorized.


                                    EXECUTIVE TELECARD, LTD.
                                       (Registrant)



Date:  November 13, 1995            By         /S/
                                       -----------------------------------
                                         Timothy A. Peach
                                         Controller, Chief Accounting Officer

                                       16

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
<CIK> 0000842807
<NAME> EXECUTIVE TELECARD, LTD
       
<S>                                       <C>
<PERIOD-TYPE>                                    6-MOS
<FISCAL-YEAR-END>                          MAR-31-1995
<PERIOD-START>                             APR-01-1995
<PERIOD-END>                               SEP-30-1995
<CASH>                                       2,225,354
<SECURITIES>                                         0
<RECEIVABLES>                                5,515,913
<ALLOWANCES>                                 (489,750)
<INVENTORY>                                          0
<CURRENT-ASSETS>                             7,461,965
<PP&E>                                      13,405,780
<DEPRECIATION>                             (6,675,213)
<TOTAL-ASSETS>                              15,041,149
<CURRENT-LIABILITIES>                        9,221,953
<BONDS>                                              0
<COMMON>                                        14,406
                                0
                                          0
<OTHER-SE>                                   5,194,408
<TOTAL-LIABILITY-AND-EQUITY>                15,041,149
<SALES>                                     14,835,542
<TOTAL-REVENUES>                            14,671,195
<CGS>                                        9,422,252
<TOTAL-COSTS>                                4,193,499
<OTHER-EXPENSES>                             (289,834)
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              85,640
<INCOME-PRETAX>                              1,259,638
<INCOME-TAX>                                   128,000
<INCOME-CONTINUING>                          1,131,638
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 1,131,638
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                      .08
        

</TABLE>


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