<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 18, 1997.
REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------
FORM SB-2
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
-----------------
LONG DISTANCE DIRECT HOLDINGS, INC.
(Name of Small Business Issuer in its Charter)
Nevada
(State of Incorporation)
SIC No. 4825
(Primary Standard Industrial Classification Code No.)
33-0323376
(IRS Employer I.D. No.)
1 BLUE HILL PLAZA, PEARL RIVER, NEW YORK 10965 (914)
620-0765 (Address and Telephone Number of Principal Executive Office
and Principal Place of Business)
-----------------
Steven Lampert Copy to:
President Caldwell R. Campbell, Esq.
Long Distance Direct Holdings, Inc. Day, Campbell & McGill
1 Blue Hill Plaza 3070 Bristol Street, Suite 650
Pearl River, New York 10965 Costa Mesa, California 92626
(914) 620-0765 (714) 429-2900
(Name, Address and Telephone Number
of Agent for Service)
-----------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC:
As soon as practicable after the Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box: [x]
- -----------------
<PAGE> 2
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
TITLE OF EACH PROPOSED PROPOSED
CLASS OF MAXIMUM MAXIMUM
SECURITIES BEING AMOUNT TO OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
REGISTERED BE REGISTERED PER UNIT PRICE REGISTRATION FEE
<S> <C> <C> <C> <C>
Common Stock 1,529,491 $ 1.50(1) $2,294,237(1) $696
Common Stock(2) 152,950(3) $ 2.00(3) $ 305,900(3) $ 93
Common Stock(4) 50,000(5) $ 3.00(5) $ 150,000(5) $ 46
------------ ----------- ------------- ----
Total Registration Fee $835
----
TOTAL DUE $835
----
</TABLE>
(1) Estimated solely for the purpose of calculating the amount of the
registration fee under Rule 457 based upon the average of the bid and asked
prices for the Common Stock on July 14, 1997, as reported by the OTC
Bulletin Board.
(2) Shares issuable upon exercise of warrants at an exercise price of $2.00 per
share.
(3) Estimated solely for the purpose of calculating the amount of the
registration fee under Rule 457 based upon the exercise price of the warrants.
(4) Shares issuable upon exercise of options at an exercise price of $3.00 per
share.
(5) Estimated solely for the purpose of calculating the amount of the
registration fee under Rule 457 based upon the exercise price of the options.
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
ii
<PAGE> 3
LONG DISTANCE DIRECT HOLDINGS, INC.
CROSS REFERENCE SHEET
Between Items of Form SB-2 and Prospectus
<TABLE>
<CAPTION>
REGISTRATION STATEMENT ITEM AND PROSPECTUS CAPTION
HEADING
<C> <S> <C>
1. Front of Registration Statement and Outside Front Cover Page
Outside Front Cover Page of Prospectus
2. Inside Front and Outside Back Cover Pages Inside Front and Outside Back Cover Pages
of Prospectus
3. Summary Information and Risk Factors Prospectus Summary; Risk Factors
4. Use of Proceeds Not Applicable
5. Determination of Offering Price Not Applicable
6. Dilution Not Applicable
7. Selling Security Holders Selling Stockholders
8. Plan of Distribution Cover Page; Plan of Distribution
9. Legal Proceedings Business
10. Directors, Executive Officers, Promoters Management
and Control Persons
11. Security Ownership of Certain Beneficial Principal Stockholders
Owners and Management
12. Description of Securities Description of Securities
13. Interest of Named Experts and Counsel Legal Matters; Experts
14. Disclosure of Commission Position on
Indemnification for Securities Act Management
Liabilities
15. Organization Within Last 5 Years Not Applicable
</TABLE>
iii
<PAGE> 4
<TABLE>
<S> <C>
16. Description of Business Business
17. Management's Discussion and Analysis or Management's Discussion and Analysis of
Plan of Operations Financial Condition and Results of
Operations
18. Description of Property Business
19. Certain Relationships and Related Certain Transactions
Transactions
20. Market for Common Equity and Market Price for Common Stock and
Related Stockholder Matters Related Stockholder Matters
21. Executive Compensation Management
22. Financial Statements Financial Statements
23. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure Not Applicable
</TABLE>
iv
<PAGE> 5
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such state.
PROSPECTUS
PRELIMINARY PROSPECTUS DATED
JULY 18, 1997
SUBJECT TO COMPLETION
LONG DISTANCE DIRECT HOLDINGS, INC.
1,732,441 SHARES
OF
COMMON STOCK
($.001 PAR VALUE)
The shares of Common Stock of Long Distance Direct Holdings, Inc. (the
"Company") offered hereby (the "Shares") will be sold from time to time by the
stockholders described herein (the "Selling Stockholders") in transactions in
the national over-the-counter market or otherwise at prices prevailing at the
time of sale. The Company will not receive any of the proceeds from the sale of
the Shares. The expenses incurred in registering the Shares, estimated to be
$50,000, will be paid by the Company.
The Shares offered hereby have been or upon the exercise of outstanding
warrants will be acquired by certain Selling Stockholders from the Company in
private transactions and are or will be "restricted securities" under the
Securities Act of 1933, as amended (the "Act"), prior to their sale hereunder.
This Prospectus has been prepared for the purpose of registering the Shares
under the Act to allow for future resales by the Selling Stockholders to the
public without restriction. To the knowledge of the Company, the Selling
Stockholders have made no arrangement with any brokerage firm for the sale of
the Shares. The Selling Stockholders may be deemed to be "underwriters" within
the meaning of the Act. Any commissions received by a broker or dealer in
connection with resales of the Shares may be deemed to be underwriting
commissions or discounts under the Act. See "Plan of Distribution."
Brokers or dealers effecting transactions in the Shares should confirm the
registration of the Shares under the securities laws of the states in which such
transactions occur or the existence of an exemption from such registration, or
should cause such registration to occur in connection with any offer or sale of
the Shares.
The Common Stock of the Company is traded in the over-the-counter market and
quoted on the National Association of Securities Dealers Electronic Bulletin
Board ("OTC Bulletin Board") under the symbol "LDDI". The bid and asked prices
for the Common Stock on July 14, 1997, as reported by the OTC Bulletin Board
were $1.125 and $1.875 per share, respectively. To date, the volume of trading
in the Common Stock has been limited and, therefore, the market prices for the
Common Stock may not accurately reflect the value of the Company.
THE COMMON STOCK OFFERED HEREBY IS HIGHLY SPECULATIVE AND INVOLVES A HIGH DEGREE
OF RISK. SEE "RISK FACTORS."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is July __, 1997.
<PAGE> 6
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities and
Exchange Act of 1934 (the "1934 Act") and in accordance therewith files reports,
proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). Reports, proxy statements and other information
filed by the Company with the Commission can be inspected at the Commission's
principal office at 450 Fifth Street, N.W., Washington, D.C. 20549 and at the
Commission's regional offices at Seven World Trade Center, 13th Floor, New York,
New York 10048 and Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661. Copies of such material can be obtained from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates. The Commission maintains a web site that contains
reports, proxy and information statements and other information regarding
issuers that file electronically with the Commission. The Commissions' web site
address is http://www.sec.gov.
The Company intends to distribute to its stockholders annual reports containing
audited financial statements with a report thereon by independent certified
public accountants after the end of each fiscal year. In addition, the Company
will furnish to its stockholders quarterly reports for the first three quarters
of each fiscal year containing unaudited financial and other information after
the end of each fiscal quarter, upon written request to the secretary of the
Company.
The Company has filed with the Commission a registration statement on Form SB-2
(herein, together with all amendments and exhibits, referred to as the
"Registration Statement") under the Act. This Prospectus does not contain all
the information set forth in the Registration Statement, certain parts of which
are omitted in accordance with the rules and regulations of the Commission. For
further information, reference is hereby made to the Registration Statement.
No person is authorized to give any information or make any representations
other than those contained in this Prospectus and, if given or made, such
information or representations must not be relied upon as having been authorized
by the Company. This Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy any securities other than the registered shares
to which it relates or an offer to sell or a solicitation of an offer to buy
such securities in any circumstances in which such offer or solicitation is
unlawful. Neither the delivery of this Prospectus nor any sale made hereunder
shall, under any circumstances, create any implication that there has been no
change in the affairs of the Company since the date hereof or that the
information contained herein is correct as of any time subsequent to its date.
2
<PAGE> 7
TABLE OF CONTENTS
PAGE
Prospectus Summary 4
Risk Factors 5
Market For Common Stock and Related Stockholder Matters 11
Selected Financial Data 12
Management's Discussion and Analysis of Financial Condition
and Results of Operations 13
Business 16
Management 27
Principal Stockholders 30
Certain Transactions 31
Selling Stockholders 34
Plan of Distribution 35
Description of Securities 36
Legal Matters 37
Experts 37
Further Information 37
Index to Financial Statements F-1
3
<PAGE> 8
PROSPECTUS SUMMARY
This Prospectus contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended (the "Securities Act"),
and Section 21E of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), that involve risks and uncertainties, such as statements of the
Company's strategies, plans, objectives, expectations and intentions. The
Company's actual results could differ materially from those anticipated in these
forward-looking statements as a result of certain factors, including those set
forth under "Risk Factors" and elsewhere in this Prospectus. The cautionary
statements made in this Prospectus should be read as being applicable to all
related forward-looking statements wherever they appear in this Prospectus. The
following summary is qualified in its entirety by the more detailed information
and the financial statements and notes thereto appearing elsewhere in this
Prospectus.
THE COMPANY
The Company, which was formerly known as Golden Ark, Inc., was inactive until
October 6, 1995, when it acquired all of the outstanding stock of Long Distance
Direct, Inc. ("LDDI") and LDDI became a wholly owned subsidiary of Golden Ark.
Subsequent to this transaction, Golden Ark, Inc. changed its name to Long
Distance Direct Holdings, Inc. LDDI is a New York corporation which was formed
in 1991 for the purpose of acting as the general partner of Long Distance Direct
L.P. ("LDDLP" or the "Partnership"), a New York limited partnership formed at
the same time for the purpose of carrying on the business of a
non-facilities-based reseller of long-distance telephone service. In September
1995, LDDI acquired all of the partnership interests of LDDLP in exchange for
shares of LDDI common stock. After its acquisition of LDDI, Golden Ark, Inc.
changed its name to Long Distance Direct Holdings, Inc. ("LDD Holdings"). In May
1996, LDD Holdings formed Long Distance Direct Marketing, Inc., a New York
corporation ("LDDM"), as a wholly owned subsidiary for the purpose of producing
and marketing a televised infomercial designed to recruit additional independent
sales representatives. References herein to the Company, to LDDI or to LDDM
shall mean LDD Holdings, LDDI and LDDM collectively unless the context otherwise
requires. The financial statements included elsewhere herein relate to the
business which was known as LDDLP prior to the acquisition of LDDLP by LDDI and
the subsequent acquisition of LDDI by LDD Holdings.
LDDI is a non-facilities-based, or "switchless," reseller of outbound and
inbound long-distance telephone, teleconferencing, cellular long distance and
calling card services to small and medium-sized commercial customers. All of the
services sold by the Company are currently provided by AT&T Corporation ("AT&T")
or MCI Telecommunications Corporation ("MCI"). According to a 1995 FCC report,
AT&T and MCI accounted for approximately 56% and 17% respectively of total
domestic long distance revenue for calendar year 1994. The Company signs up
customers and provisions them onto the network of AT&T or MCI, which provide the
actual transmission service. The Company has agreements with AT&T and MCI to
purchase a minimum level of long distance telephone service at discounted bulk
rates which are lower than rates LDDI's customers are able to obtain for
themselves due to insufficient call volume. The Company does not own or lease
any telephone equipment or participate in the call completion process. Provision
of the service to the customer requires no equipment installation or
modification on the customer's premises; all action to provide the service takes
place within the local and inter-exchange carriers. The customer retains its
existing telephone numbers and incurs no expense in making the decision to
switch to the services of the Company.
Historically, the Company has marketed its services through three methods
typically employed by sellers and resellers of telephone services: field sales,
outbound telemarketing and direct mail. As of May 31, 1997, approximately 36% of
the Company's billings were derived from field sales using a system of
self-employed independent sales representatives, who are contractually
restricted from performing such services for competitors of LDDI, approximately
48% were derived from outbound telemarketing using a number of outside
telemarketing agencies specializing in the sale of telephone services on a
non-exclusive basis, and approximately 6% were derived from direct mail
programs. The Company also test-marketed a televised marketing program during
the fourth quarter of 1996, which it started to roll out in January 1997, to
increase its independent sales force. As of May 31, 1997, approximately 7% of
the Company's billings were derived from this marketing program. The Company
has recently begun to establish its own in-house telemarketing operation. In
November 1996, the Company signed a mutually exclusive agreement with Kaire
International, a multi-level marketing company, to supply telephone service to
that company's registered associates and through those associates to the public
at large. As of May 31, 1997, approximately 2% of the Company's billings were
derived from this marketing program. In January 1997, the Company signed a
mutually exclusive agreement with National Benefits Consultants, LLC ("NBC"), a
company in alliance with Deloitte & Touche LLP, under which NBC will market the
Company's telecommunications services to audit clients of Deloitte & Touche LLP
and other commercial entities. See "Business."
The Company's offices are located at One Blue Hill Plaza, Pearl River, New York
10965. The Company's telephone number is (914) 620-0765.
4
<PAGE> 9
<TABLE>
<S> <C>
THE SELLING STOCKHOLDER OFFERING
Common Stock outstanding on May 31, 1997(1) 8,921,380
Common Stock offered by Selling Stockholders(2) 1,732,441
Risk Factors This Offering involves a high degree of risk.
See "Risk Factors."
OTC Bulletin Board Symbol LDDI
</TABLE>
- ------------------
(1) Excluding 2,218,000 shares issuable upon exercise of outstanding options and
991,038 shares issuable upon exercise of outstanding warrants. The number of
shares issuable upon exercise of outstanding options does not include an
indeterminate number of shares issuable upon exercise of options held by
Guthy-Renker and National Benefits Consultants, L.L.C. See "Description of
Securities - Options."
(2) Includes 152,950 shares issuable upon the exercise of warrants and 50,000
shares issuable upon the exercise of options held by certain Selling
Stockholders.
SUMMARY FINANCIAL INFORMATION
The statement of operations data for the years ended December 31, 1994, 1995 and
1996, and the balance sheet data as of December 31, 1995 and 1996 has been
derived from financial statements of the Company which have been audited by
Adelman, Katz and Mond, LLP., independent auditors, and included herein. The
report of Adelman, Katz and Mond, LLP on such financial statements notes that
the Company's significant recurring losses from operations and accumulated
deficit raise substantial doubt about the Company's ability to continue as a
going concern and that the financial statements were prepared on the assumption
that the Company will continue as a going concern and do not include any
adjustments that might result from the Company's inability to continue as a
going concern. The unaudited statement of operations data for the three months
ended March 31, 1997 and the unaudited balance sheet data as of March 31, 1997
has been derived from unaudited financial information prepared on the same
basis as the audited financial statements. In the opinion of management, such
unaudited financial information includes all adjustments, consisting of normal
recurring adjustments, necessary to present fairly the information presented.
<TABLE>
<CAPTION>
YEAR ENDED THREE MONTHS ENDED
DECEMBER 31 MARCH 31
--------------------------------------- -------------------
1994 1995 1996 1996 1997
--------------------------------------------------------------------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Statement of Operations Data:
Revenues, Net $9,083 $7,986 $5,310 $1,794 $2,096
Operating Expenses 3,877 3,219 3,321 846 998
Operating Loss (1,052) (1,096) (1,661) (166) (445)
Net Loss (1,221) (1,874) (2,401) (197) (446)
<CAPTION>
AS OF AS OF
DECEMBER 31 MARCH 31
----------------- ---------
1995 1996 1997
-------------------------------------
(IN THOUSANDS)
<S> <C> <C> <C>
Balance Sheet Data:
Working Capital (deficit) $(3,485) $ 975 $1,861
Total Assets 1,627 3,715 5,727
Total Liabilities 4,890 2,298 3,128
Shareholder's Equity (deficiency) (3,262) 1,417 2,599
</TABLE>
RISK FACTORS
The securities offered hereby are speculative and involve a high degree of risk.
Each prospective investor should carefully consider the following risk factors,
as well as other information set forth in this Prospectus, before deciding to
purchase the Shares. These risk factors are not intended to represent a complete
list of the general or specific risks that may affect the Company. It should be
recognized that other risks may be significant, presently or in the future, and
that the risks set forth below may affect the Company to a greater extent than
indicated.
5
<PAGE> 10
HISTORY OF OPERATING LOSSES AND RISK OF FUTURE LOSSES; ACCUMULATED DEFICITS;
VIABILITY AS GOING CONCERN
The Company has never made a profit since inception in November, 1991. The
Company has sustained an operating losses of $1,052,236, $1,096,125 and
$1,661,320 for the fiscal years ended December 31, 1994, 1995 and 1996,
respectively, and sustained an operating loss of $445,000 for the three months
ended March 31, 1997. As of March 31, 1997, the Company had an accumulated
deficit of $7,513,300. The Company's expected expanded sales and marketing
efforts could result in significantly higher operating losses in the future.
There can be no assurances that the Company will not continue to experience
operating losses in the future. In this respect, the report by the Company's
independent certified public accountants on the Company's financial statements
for the year ended December 31, 1996 notes that the Company's significant
recurring losses from operations and accumulated deficit raise substantial
doubt about the Company's ability to continue as a going concern and that the
financial statements were prepared on the assumption that the Company will
continue as a going concern and do not include any adjustments that might result
from the Company's inability to continue as a going concern. There can be no
assurance that the Company will ever generate positive operating income. See
"Business" and "Financial Statements."
LIMITED OPERATING HISTORY
The Company commenced its long-distance telephone service operations in November
1991 and, accordingly, has a limited operating history. The Company's prospects
must be considered in light of the risks, expenses, and difficulties frequently
encountered by a small business in a highly competitive industry. The Company's
operating expenses are expected to increase significantly as a result of the
Company's proposed expansion of its marketing and sales efforts, and its
contractual minimum long-distance service purchase commitments to AT&T and MCI.
The Company's capital resources are, and will continue to be, extremely limited.
Since the Company has a limited operating history, there can be no assurance
that its operations will be profitable or that it will ever generate sufficient
revenues to meet its expenses and support its anticipated activities. See
"Business" and "Financial Statements."
DEPENDENCE ON TELECOMMUNICATIONS SERVICE PROVIDERS
AT&T and MCI are currently the sole providers of the long-distance
telecommunications services that the Company resells to its customers. The
future business prospects of the Company are particularly dependent on the
continuous and reliable use of AT&T and MCI's networks. Changes in tariffs,
regulations, or policies by AT&T and MCI or the Company's failure to maintain or
renew or a termination of such agreements by AT&T or MCI would in all likelihood
materially adversely affect the Company's ability to continue to offer long
distance service at commercially reasonable terms, and, in turn, would
materially adversely affect the Company's business, financial condition,
operations and prospects, and could result in the cessation of operations by the
Company. AT&T and MCI may terminate the provision of services under its contract
tariffs for limited reasons, including for non-payment by the Company, for
national defense purposes or if the provision of services to the Company were to
have a substantial adverse impact on the providers' network. There are no
specific notice requirements with respect to such termination. Although the
Company may have the right to switch end users to alternate providers subsequent
to such termination, the end users have the right to discontinue such service at
any time. See "Business." There can be no assurance that if the AT&T or MCI
agreements were terminated or not renewed, the Company would be able to obtain
other long distance communications services from alternate carriers on favorable
terms, if at all.
POTENTIAL ADVERSE EFFECTS OF RATE CHANGES
The Company bills its customers for the various long-distance telecommunications
services used by such customers. The total billing to each customer is generally
less than the telephone charges for the same long-distance service that the
customer would pay to a primary seller of such services, such as AT&T or MCI.
LDDI 's ability to undersell such primary sellers arises as a result of the
volume discount offered to the Company in accordance with the terms of its
contracts with AT&T and MCI. The Company believes its lower customer bills are
one of the most important factors in its ability to attract and retain
customers. Therefore, narrowing of the differential between the rates charged to
the Company's customers and the cost of the bulk-rate long-distance
telecommunications services purchased by the Company for resale to such
customers would have a material adverse effect on the Company. To the extent
this differential decreases, the savings the Company is able to obtain for its
customers would decrease and the Company would lose customers and face increased
difficulty in attracting new customers, and the Company's operating results
would also be materially adversely affected. The Company depends on this pricing
differential for its revenue. There can be no assurance, however, that such
pricing differential will not narrow or be eliminated entirely. The occurrence
of such narrowing or elimination of the pricing differential would likely
foreclose the
6
<PAGE> 11
prospects for any revenue for the Company whatsoever and could result in
cessation of the Company's operations See "Business."
INTENSE COMPETITION
The Company markets long-distance telecommunications services utilizing the AT&T
and MCI networks to small and medium-size commercial customers and residential
subscribers at rates which are below the rates generally available to such
customers from other carriers. Many other companies are engaged in a similar
business to that of the Company and compete directly with the Company for the
same customers. Many of the Company's competitors are established enterprises,
such as AT&T, MCI and Sprint Corporation ("Sprint"), that possess greater name
recognition, established customer bases and significantly greater resources than
the Company. There is no distinction between the services offered by the Company
and the services offered by other long-distance service providers. The same or
similar volume discount pricing schedules available to the Company from AT&T and
MCI are also available from AT&T, MCI, Sprint and other telecommunications
services providers to current and potential competitors of the Company. There
are no substantial barriers to the entry of additional competitors into the
market. The recently enacted Telecommunications Act of 1996 eliminated many of
the barriers to entry in the telecommunications market, which is likely to
result in increased competition for the Company. Given these factors, it is
highly likely that new competitors may emerge and acquire a significant portion
of the Company's market share, thereby further diminishing the Company's
prospects. In addition to direct competition from other resellers, the Company
competes with the sales organizations of large telecommunications concerns such
as Sprint, AT&T and MCI themselves, any of which at any particular time may
offer prices lower than those offered by the Company, and all of which have far
greater financial, marketing and other resources than the Company. See "Business
- -- Competition" and "Business-Regulation."
FAILURE TO MEET AT&T AND MCI MINIMUM PURCHASE REQUIREMENTS; CONTINGENT
LIABILITIES
The Company has entered into contract tariffs with AT&T and MCI for both
outbound and inbound long distance service. See "Business -- Arrangements with
AT&T" and "Business -- Arrangements with MCI." The Company recently entered into
a new four-year negotiated contract tariff with AT&T, effective March 1, 1997,
for the supply of inbound and outbound telephone service with volume discounts
which obligates the Company for a minimum quarterly purchase requirement of
$1,200,000 during the first three years increasing to $1,475,000 in the fourth
year of the contract. The contract provides that failure to achieve the minimum
will require payment of the shortfall by the Company. Under the contract tariff,
the Company is obligated to make payments equal to its minimum purchase
requirements for the outstanding term of the agreement if there is an early
termination of the plan. Under this contract, AT&T agreed to waive payment of
the entire cumulative shortfall charged under the Company's prior contracts
(approximately $2.3 million as of December 31, 1996, none of which has been
reflected in the Company's financial statements included herein) provided that
the Company discharge its past due obligations to AT&T. As of June
2, 1997, the Company paid its past due obligation to AT&T and AT&T has agreed to
waive payment of the entire $2.3 million shortfall. In March 1996, the Company
signed a four-year negotiated contract with MCI, and signed amendments to such
agreement in September 1996, February, 1997 and April 1997, for the supply of
inbound and outbound telephone service with volume discounts in return for
minimum quarterly purchase requirements rising to $3,000,000 per quarter after
the first (18) eighteen months of service under the contract. Failure to achieve
the minimum will require shortfall payments by the Company. The Company has not
met its minimum purchase requirements for the first quarter of 1997. Under each
of the agreements, there are provisions for current shortfalls to be made good
by future usage in excess of the minimum commitments. There can be no assurance
that the Company will achieve future excess usage in sufficient amounts to
offset the current shortfalls. At the present and proposed combined level of its
commitments to AT&T and MCI, and at its current selling margins, the Company
will need to achieve annualized net sales of telephone service, once the ramp-up
period under the MCI contract has been completed in September 1997, of
approximately $25 million in order to satisfy such commitments. There can be no
assurance that the Company will be able to achieve this level of sales. Should
the Company fail to maintain or renew either of its agreements with AT&T or MCI,
such failure could have a material adverse effect on the Company's business,
financial condition, results of operation and prospects.
CONTROL BY OFFICERS AND DIRECTORS
As of May 31, 1997, the Company's officers, directors and principal
shareholders with whom certain directors are affiliated beneficially owned or
controlled in the aggregate 5,578,203 shares of Common Stock (including
1,307,960 shares issuable upon the exercise of options held by the Company's
executive officers and directors) or approximately 54% of the outstanding shares
of the Company's Common Stock as of such date. See "Principal Shareholders." As
a result, these shareholders, if acting in concert, will be able to elect a
majority of the Company's directors and affect the outcome of most corporate
actions requiring shareholder approval including delaying or preventing any
change in control.
7
<PAGE> 12
Investors who purchase the Shares may be subject to certain risks due to the
concentrated ownership of the Common Stock of the Company. Such risks include
the fact that the shares beneficially owned or controlled by the Company's
executive officers and directors could, if they were cast together, delay, defer
or prevent a change in control or other transaction of the Company, such as an
unsolicited takeover, which change in control or other transaction might be
beneficial to the shareholders.
GOVERNMENTAL REGULATION
The Company's activities are heavily regulated by the public utility commissions
of the various states in which the Company operates. Also, decisions by the
Federal Communications Commission ("FCC") with respect to permissible business
activities or pricing practices may have an adverse impact on the Company's
operations. The Company is required to file tariffs for interstate and
international service with the FCC, which tariffs become effective on one day's
notice. The Company is also required to file tariffs or obtain approval for
intrastate service provided in most of the states in which they are marketing
long distance services. The Company could be subject to complaints seeking
damages and other relief filed by parties claiming to be harmed by the Company's
failure to file tariffs. Moreover, any significant change in regulations by
state governmental agencies could significantly increase the Company's costs or
otherwise have a material adverse effect on the Company's activities and on its
future prospects particularly if those policies make it more difficult to obtain
service from AT&T, MCI or other long distance companies at competitive rates, or
otherwise increase the cost and regulatory burdens of providing long distance
service. The FCC has recently taken or is currently considering action on
various proposals, including proposals relating to interstate access transport
services, public filing of rates, proprietary calling cards and billed party
preference. Additionally, legislation has recently been enacted in Congress
further liberalizing the telecommunications industry, specifically by permitting
the Bell Operating Companies (BOCs) to provide service in the long-distance
market and allowing the long distance carriers such as AT&T, MCI and the Company
into the local markets. There can be no assurance that the entry of the BOCs or
other competitors into the long-distance market will not have a material adverse
effect on the Company's business. There can be no assurance that the regulatory
authorities in one or more states or the FCC will not take action having an
adverse effect on the business or financial condition or results of operations
of the Company. Regulatory action by the FCC or the states also could adversely
affect or otherwise increase the cost and regulatory burdens of providing long
distance services. As it engages in direct marketing to end users, the Company
will be subject to applicable regulatory standards for marketing activities and
the increased FCC and state attention to certain marketing practices may become
more significant to the Company. See "Business -- Regulation."
POTENTIAL INSUFFICIENCY OF WORKING CAPITAL TO SUPPORT OPERATIONS
There can be no assurance that the cash generated from operations will be
sufficient to support the Company's anticipated level of operations, or even a
diminished level of operations, for any significant period beyond the date
hereof. If the Company's plans change or its assumptions prove to be inaccurate
or it is otherwise unable to generate sufficient revenues or income, the Company
may require additional funds to maintain its operations or, if such funds are
unavailable, the Company may have to cease its operations altogether. If
additional funds are required, the Company will have to seek additional equity
or debt financing, bank loans, or other financing to sustain its planned
expansion and growth. Such financing, if obtainable at all, may be on terms
materially adverse to the Company's present shareholders and persons who
purchase the Shares, with respect to dilution of book value, dividend
preferences, liquidation preferences, or other terms. The Company currently has
no commitments for any additional financing. No assurance can be given that the
Company will be able to obtain any additional financing, if necessary, on
acceptable terms or otherwise. Failure to obtain such additional financing on
reasonable terms or otherwise would materially adversely affect the Company's
ability to fund its operations and could force the Company to restructure, file
bankruptcy, sell assets or otherwise cease operations.
DEPENDENCE ON KEY PERSONNEL
The success of the Company will be largely dependent on the efforts of certain
key personnel of the Company, including Steven L. Lampert, its Chairman, Chief
Executive Officer and President, and Michael D. Preston, its Chief Financial
Officer and Vice President-Finance. The Company has not entered into written or
formal employment agreements with Messrs. Lampert and Preston. The loss of the
services of either of these individuals would have a material adverse effect on
the Company. The Company has key-man life insurance policies in the amount of
$1,000,000 for each of Messrs. Lampert and Preston. The success of the Company
will also depend, in part, upon its ability in the future to attract and retain
additional qualified operating, marketing and financial personnel. See
"Business" and "Management."
8
<PAGE> 13
DEPENDENCE ON PERFORMANCE OF NON-AFFILIATED COMPANIES TO INCREASE SALES
The Company's future performance depends on the success of certain
non-affiliated companies it is employing to sell its services. These companies
include Kaire International, a multi-level marketing company ("Kaire"), National
Benefits Consultants, LLC ("NBC"), a company which makes recommendations for
alternate sourcing of certain products and services so as to reduce the cost
burden on its clients, and Guthy-Renker Corporation ("Guthy-Renker"), an
infomercial producer. These companies are in addition to the current and
historical agents of the Company, which have been unsuccessful in increasing the
Company's sales. The efforts of the Company's own agents have been insufficient
to create an operating profit. There can be no assurance that the use of Kaire,
NBC or Guthy-Renker or any other unaffiliated company will enable the Company to
increase revenues, or generate any operating profit or decrease its operating
losses. See "Business" - "Marketing and Sales," "Televised Marketing Program,"
"Multi-Level Marketing," and "National Benefits Consultants/Deloitte & Touche
LLP."
CONFLICTS OF INTEREST
The Company may be subject to certain conflicts of interest arising out of its
relationship with its legal counsel, Day, Campbell & McGill, and the fact that
Rowland W. Day II of such firm sits on the Company's Board of Directors and
certain members of such firm are significant shareholders in the Company. While
not prohibited under applicable law, such a relationship may give rise to
conflicts of interest that could affect the Company's legal representation and,
therefore, could have an adverse affect on the Company's business, financial
condition or operations.
RELIANCE ON INDEPENDENT SALES AGENTS
The Company markets its services through independent sales representatives who
are paid a commission by the Company based on volume of sales generated,
independent telemarketing organizations, and by the Company's direct mail
program. The independent telemarketing organizations presently account for
approximately 48% of the Company's long-distance sales volume. Should the
services of one or more of these independent telemarketers be interrupted or
become unavailable to the Company, and in the event that the Company is unable
to promptly replace such marketing efforts, the financial results of the Company
could be adversely affected. See "Business -- Marketing and Sales."
RELIANCE ON INDEPENDENT CARRIER AND MARKETING COMPANIES; LACK OF CONTROL OVER
MARKETING ACTIVITIES
The Company markets its services primarily through independent agents and
non-affiliated companies which generally have entered into mutually exclusive
agreements with the Company. Such agents and non-affiliated companies make no
minimum use or revenue commitments to the Company under these agreements. In the
event that the Company loses access to AT&T or MCI's network or billing
services, the Company's agreements with agents and non-affiliated companies
could be adversely impacted or terminated. Certain marketing practices,
including the methods and means to convert a customer's long distance telephone
service from one carrier to another, have been subject to increased regulatory
review at both the federal and state levels. This increased regulatory review
could adversely affect the acquisition of new business by agents and
non-affiliated companies. Because agents and non-affiliated companies are
independent, the Company is unable to control their activities. The Company is
also unable to predict the extent of its agents' and non-affiliated companies'
compliance with applicable regulations or the effect of such increased
regulatory review. None of the agents or non-affiliated companies has a
substantial operating history with the Company, and therefore no assurance can
be given as to their ability to execute their agreements or to attain a level of
sales sufficient to cover related operating expenses or other future plans.
TECHNOLOGICAL CHANGE AND NEW SERVICES
The telecommunications industry has been characterized by steady technological
change, frequent new service introductions and evolving industry standards. The
impact of such changes in service and standards on the Company has been limited
due to its selling only AT&T long-distance services until April 1996. The
Company believes that its future success will depend in part on its ability to
anticipate such changes and to offer on a timely basis market responsive
services that meet these evolving industry standards, especially if at some
future time the Company should cease selling AT&T service. There can be no
assurance that the Company will have sufficient resources to introduce new
services that would satisfy an expanded range of customer needs.
9
<PAGE> 14
CUSTOMER ATTRITION
The Company experiences a high level of customer attrition that could materially
adversely affect the Company. The Company does not have a long history of
operations and accordingly, the level of customer attrition experienced to date
may not be indicative of future attrition levels. Increasing customer attrition
levels would be more detrimental to the Company. In addition, there can be no
assurance that any steps taken by the Company to counter increased customer
attrition will be successful.
AUTHORIZATION OF PREFERRED STOCK
The Company's Certificate of Incorporation authorizes the issuance of 10,000,000
shares of "blank check" preferred stock with such designations, rights and
preferences as may be determined from time to time by the Board of Directors.
Accordingly, the Board of Directors is empowered, without stockholder approval
(but subject to applicable government regulatory restrictions), to issue
preferred stock with dividend, liquidation, conversion, voting or other rights
which could adversely affect the voting power or other rights of the holders of
the Company's Common Stock. In the event of issuance, the preferred stock could
be utilized, under certain circumstances, as a method of discouraging, delaying
or preventing a change in control of the Company favorable to the stockholders.
Although the Company has no present intention to issue any shares of its
preferred stock, there can be no assurance that the Company will not do so in
the future, and if issued the rights and privileges issued to preferred stock
holders might be detrimental to holders of the Shares. See "Description of
Securities."
SHARES ELIGIBLE FOR FUTURE SALE; IMPENDING REGISTRATION
Of the 8,921,380 shares of the Company's Common Stock outstanding on May 31,
1997, approximately 1,968,994 are freely tradeable and approximately 3,384,324
shares (excluding approximately 2,038,615 shares which have been previously
registered for resale and approximately 1,529,491 shares outstanding as of May
31, 1997 which are included in the Registration Statement to which this
Prospectus relates) are "restricted securities," as that term is defined under
Rule 144 promulgated under the Securities Act ("Rule 144"). The "restricted
securities" may be sold only pursuant to registration under the Securities Act,
or pursuant to an exemption from the registration requirements of the Securities
Act including that arising under Rule 144. Approximately 3,200,000 of the
restricted securities became eligible for resale under Rule 144 on April 29,
1997, and the balance will be eligible for resale under Rule 144 during 1997 at
various times after April 29 of such year. Generally, under Rule 144, each
person having held restricted securities for one year may, every three months,
sell in ordinary brokerage transactions an amount of shares which does not
exceed the greater of one percent (1%) of the Company's then outstanding shares
of Common Stock, or the average weekly volume of trading of such shares of
Common Stock as reported during the preceding four calendar weeks. A person who
has not been an affiliate of the Company for at least the three months
immediately preceding the sale and who has beneficially owned shares of Common
Stock for two years is entitled to sell such shares without regard to any of the
limitations described above. Actual sales of significant amounts of shares, or
the prospect of such sales, will likely have a depressive effect upon the price
of the Company's shares of Common Stock in any market that may develop therefor.
See "Principal Stockholders."
LIMITED PUBLIC MARKET FOR SECURITIES OF THE COMPANY
Although the Company's Common Stock is currently traded on the National
Association of Securities Dealers ("NASD") Electronic Bulletin Board, there was
no trading activity prior to December 1995, and since such date there has been
only an extremely limited and sporadic trading market for the Common Stock.
There can be no assurance that an active trading market for the Company's Common
Stock will develop at any time in the future, especially as long as the
Company's Common Stock continues to be traded only on the Electronic Bulletin
Board. See "Market for Common Stock and Related Stockholder Matters."
10
<PAGE> 15
NASDAQ LISTING REQUIREMENTS; RISK OF LOW-PRICED SECURITIES
The current criteria for the listing of securities on the NASDAQ Small Cap
Market require total assets and net worth of $4,000,000 and $2,000,000,
respectively, and a bid price of at least $3.00 per share. Proposed new listing
criteria, if approved, would require (1) either $4,000,000 of net tangible
assets, $750,000 of net income in two of the last three years or market
capitalization of at least $50,000,000, and (2) a bid price of at least $4.00
per share. Until the Company's Common Stock is eligible for listing on the
NASDAQ small market, as to which there can be no assurance, trading, if any,
will be conducted in the over-the-counter market in the so-called "pink sheets"
or the NASD Electronic Bulletin Board. An investor would find it more difficult
to dispose of, or to obtain accurate quotations as to the price of, the
Company's securities if they are traded in the over-the-counter market.
The Securities Enforcement and Penny Stock Reform Act of 1990 requires
additional disclosure, relating to the market for penny stocks, in connection
with trades in any stock defined as a penny stock. Regulations of the SEC
generally define a penny stock to be any equity security that has a market price
of less than $5.00 per share, subject to certain exceptions. Such exceptions
include any equity security listed on NASDAQ and any equity security issued by
an issuer that has (i) net tangible assets of at least $2,000,000, if such
issuer has been in continuous operation for three years, or (ii) net tangible
assets of $5,000,000, if such issuer has been in continuous operation for less
than three years, or (iii) average annual revenue of at least $6,000,000 for the
last three years. Unless an exception is available, the regulations require the
delivery, prior to any transaction involving a penny stock, of a disclosure
schedule explaining the penny stock market and the risks associated therewith.
In addition, if the Company's securities are not quoted on NASDAQ, or the
Company does not meet the exceptions described in the previous paragraph,
trading in the Common Stock would be covered by Rule 15g-9 promulgated under the
Exchange Act for non-NASDAQ and non-exchange listed securities. Under such
rule, broker/dealers who recommend such securities to persons other than
established customers and accredited investors must make a special written
suitability determination regarding the purchaser and receive the purchaser's
written agreement to a transaction prior to sale.
NO DIVIDENDS
The Company has never paid any cash or other dividends on its Common Stock. The
Company anticipates that in the foreseeable future earnings, if any, will be
retained for use in the business or for other corporate purposes, and it is not
anticipated that cash or any other dividends in respect of the Common Stock will
be paid in the foreseeable future. See "Dividend Policy."
RELATED PARTY TRANSACTIONS AND POSSIBLE CONFLICTS OF INTEREST
Until November, 1996, the Board of Directors consisted of Steven Lampert and
Michael Preston, both of whom are executive officers and principal shareholders
of the Company. Thus, there has in the past existed the potential for conflicts
of interest in transactions between the Company and such individuals or entities
in which such individuals have an interest. The Company has attempted to ensure
that any such transactions were entered into on terms that were no less
favorable than could have been obtained in transactions with unrelated third
parties. In November, 1996, three additional individuals, none of whom is an
officer or employee of the Company, were elected to the Board of Directors. One
of such individuals, however, Rowland W. Day II, is a principal with the law
firm that acts as corporate counsel to the Company. While not prohibited under
applicable law, such a relationship may give rise to conflicts of interest that
could affect the Company's legal representation and, therefore, could have an
adverse affect on the Company's business, financial condition or operations.
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
This Prospectus includes "forward-looking statement" within the meaning of
Section 27A of the Securities Act and Section 21E of the Exchange Act. All
statements other than statements of historical fact included in this Prospectus,
including, without limitation, the statements under "Prospectus Summary," "Risk
Factors," "Management's Discussion and Analysis of Financial Condition and
Results of Operations" and "Business" regarding: the Company's strategies,
plans, objectives and expectations; the Company's ability to market and sell
products; the ability of the Company to meet minimum purchase requirements under
its agreements with AT&T and MCI; the Company's future operating results; the
Company's ability to obtain sufficient additional financing to support
operations and other matters are forward-looking statements. Although the
Company believes that the expectations reflected in such forward looking
statements are reasonable at this time, it can give no assurance that such
expectations will prove to have been correct. Important factors that could cause
actual results to differ materially from the Company's expectations ("Cautionary
Statements") are set forth in these "Risk Factors," as well as elsewhere in this
Prospectus. All subsequent written and oral forward-looking statements
attributable to the Company or persons acting on its behalf are expressly
qualified in their entirety by the Cautionary Statements.
MARKET FOR COMMON STOCK AND RELATED STOCKHOLDER MATTERS
The Company's Common Stock has been traded in the over-the-counter market on the
OTC Bulletin Board under the symbol LDDI since December 13, 1995. There was no
active trading market for the Company's Common Stock for more than two years
prior to December 13, 1995. Since December 13, 1995, trading activity with
respect to the Company's Common Stock
11
<PAGE> 16
has been extremely limited and sporadic, and there is a significant number of
days or weeks when there has been no trading activity at all.
The following table reflects the high and low bid prices of the Company's Common
Stock as reported by the OTC Bulletin Board from December 13, 1995 to July __,
1997. Such prices are inter-dealer quotations without retail mark-ups,
mark-downs or commissions, and may not represent actual transactions.
<TABLE>
<CAPTION>
High Low
---- ---
<S> <C> <C>
1995
Fourth Quarter (December 13 to December 31) $3.00 $3.00
1996
First Quarter $3.00 $3.00
Second Quarter $6.00 $3.00
Third Quarter $6.00 $4.50
Fourth Quarter $5.00 $2.00
1997
First Quarter $4.50 $2.00
Second Quarter $3.375 $ .25
Third Quarter (through July 14) $1.25 $1.125
</TABLE>
As of May 31, 1997, there were approximately 312 shareholders of record of
the Company's Common Stock. On July 14, 1997, the closing bid price for the
Company's Common Stock was $1.25.
DIVIDEND POLICY
The Company has never paid any cash dividends on its Common Stock and
anticipates that, for the foreseeable future, no cash dividends will be paid on
its Common Stock. Payment of future cash dividends will be determined by the
Company's Board of Directors based upon conditions then existing, including the
Company's financial condition, capital requirements, cash flow, profitability,
business outlook and other factors. In addition, the Company's future credit
arrangements may restrict the payment of dividends.
SELECTED FINANCIAL DATA
The statement of operations data for the years ended December 31, 1994, 1995 and
1996 and the balance sheet data as of December 31, 1995 and 1996 have been
derived from financial statements of the Company which have been audited by
Adelman, Katz and Mond, LLP, independent auditors, and included herein. The
report of Adelman, Katz and Mond, LLP, on such financial statements notes that
the Company's significant recurring losses from operations and accumulated
deficit raise substantial doubt about the Company's ability to continue as a
going concern and that the financial statements were prepared on the assumption
that the Company will continue as a going concern and do not include any
adjustments that might result from the Company's inability to continue as a
going concern. The unaudited statement of operations data for the three months
ended March 31, 1997 and the unaudited balance sheet data as of March 31, 1997
have been derived from unaudited financial information prepared on the same
basis as the audited financial statements. In the opinion of management, such
unaudited financial information includes all adjustments, consisting of normal
recurring adjustments, necessary to present fairly the information presented.
<TABLE>
<CAPTION>
YEAR ENDED THREE MONTHS ENDED
DECEMBER 31 MARCH 31
--------------------------------------- ------------------
1994 1995 1996 1996 1997
--------------------------------------- ------------------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenues, gross $ 9,528 $ 8,364 $ 5,320 $1,798 $2,097
Customer rebates and refunds 445 378 10 4 1
------- ------- ------- ------ ------
Revenues, net $9,083 $7,986 $5,310 $1,794 $2,096
</TABLE>
12
<PAGE> 17
<TABLE>
<S> <C> <C> <C> <C> <C>
Cost of services 6,258 5,863 3,650 1,114 1,543
Gross Profit 2,825 2,123 1,660 680 553
Operating Expenses
Sales and marketing 1,323 519 380 158 72
General and administrative 2,554 2,700 2,941 688 926
------- ------- ------- ------ ------
3,877 3,219 3,321 846 998
Loss from operations before interest and tax (1,052) (1,096) (1,661) (166) (445)
Interest expense 169 371 740 31 1
------- ------- ------- ------ ------
1994 IPO costs written off -- 407 -- -- --
------- ------- ------- ------ ------
Net Loss (1,221) (1,874) (2,401) (197) (446)
</TABLE>
<TABLE>
<CAPTION>
AS OF AS OF
DECEMBER 31 MARCH 31
------------------------------ --------
1995 1996 1997
--------------------------------------------------
(IN THOUSANDS)
<S> <C> <C> <C>
BALANCE SHEET DATA:
Working Capital (deficit) $(3,485) $ 975 $1,861
Total Assets 1,627 3,715 5,727
Total Liabilities 4,890 2,298 3,128
Shareholder's Equity (deficiency) (3,262) 1,417 2,599
</TABLE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
The following discussion and analysis should be read in conjunction with
"Selected Financial Data" and the Company's Financial Statements and Notes
thereto included elsewhere in this Prospectus. Except for the historical
information contained herein, the discussion in this Prospectus contains certain
forward-looking statements within the meaning of Section 27A of the Securities
Act and Section 21E of the Exchange Act that involve risks and uncertainties,
such as statements of the Company's strategies, plans, objectives, expectations
and intentions. The cautionary statements made in this Prospectus should be read
as being applicable to all related forward-looking statements wherever they
appear in this Prospectus. The Company's actual results could differ materially
from those discussed here. Factors that could cause or contribute to such
differences include those discussed in "Risk Factors," as well as those
discussed elsewhere herein.
GENERAL
The following discussion and analysis relates to the financial condition and
results of operations of the Company for the two years ended December 31, 1995
and 1996 and for the three months ended March 31, 1996 and 1997. The Company has
sustained losses for each of the two years due to the lack of working capital to
finance adequate levels of marketing expenditure, insufficient revenues and
other reasons. The Company effected a recapitalization in October 1995 in order
to be able to improve its liquidity and finance its future expansion by
subsequent offerings of shares of its Common Stock. After the recapitalization
and until March 31, 1997, the Company raised approximately $8.8 million in cash
(net of certain expenses) from the private sale of its Common Stock and
converted approximately $1.7 million of its debt into equity, the proceeds of
which were used primarily for working capital.
13
<PAGE> 18
RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1997 AS COMPARED TO THREE MONTHS ENDED MARCH 31,
1996.
Gross revenues for the three months ended March 31, 1997 were $2,097,202 as
compared to $1,798,093 for the three months ended March 31, 1996. The 17%
increase in sales is mainly attributable to sales generated from the Company's
televised marketing program launched in January, 1997 to increase its
independent sales force. As of May 31, 1997, approximately 7% of the Company's
billings were derived from this marketing program. The Company also entered into
marketing arrangements with Kaire International ("Kaire") in November, 1996 and
National Benefits Consultants LLC ("NBC") in January, 1997, neither of which
generated any significant revenues in the first quarter, and there can be no
assurance that Kaire or NBC will be successful in selling the Company's
products.
Management has resumed the active pursuit of new customers in 1997 by utilizing
the marketing strategies mentioned above. In addition, the Company intends to
increase expenditures on sub-contracted telemarketing and direct mail activities
as well as establish its own in-house telemarketing facility.
In the first quarter of 1996, Congress passed legislation allowing the entry of
long-distance carriers into the local market and local carriers into the long
distance market to foster greater competition within the telephone industry.
While this may lead to increased competition for the Company in the long
distance market from local carriers, management plans to enter into the local
market in order to increase its overall market share. The Company is presently
in the process of obtaining certification to provide local service to its
customers.
The Company also entered the residential market in 1996. Previously, the Company
sold exclusively to commercial customers. The Company has signed an agreement
with MCI which allows the "LECs" (Local Exchange Carriers) to bill and collect
on behalf of the Company. It is anticipated that the majority of new business
generated from the Company's televised marketing program will be residential
where customers prefer to receive both local and long distance usage on one
monthly bill. The Company believes that commercial customers are more open to
receiving separate bills for local and long distance service.
Management believes that the Company's systems, which were further upgraded in
1995 to provide quicker response times for the customer service and collections
functions, are capable of supporting the anticipated growth in the Company's
revenues. There can be no assurance, however, that the Company's systems will be
capable of handling such growth, if any.
Gross profit was $553,276 and $679,228 for the three months ended March 31,1997
and 1996, respectively. As a percentage of net sales, the gross profit margins
for the three months ended March 31, 1997 and 1996 were 26% and 38%,
respectively. This decrease is mainly attributable to costs incurred to fulfill
orders with respect to the Company's televised marketing program. The profit
margin realized from the fulfillment of these orders is currently minimal.
The Company recently entered into a new four-year contract tariff with AT&T -
which supersedes its contract dated September 1, 1995 - which became effective
March 1, 1997 for the supply of inbound and outbound telephone service. The
Company's minimum quarterly purchase requirement remains constant at $1,200,000
in years one to three and increases to $1,475,000 in year four. (This quarterly
purchase requirement of $1,200,000 is the same as the Company's obligation under
its previous contract with AT&T dated September 1, 1995.). Failure to achieve
the minimum will require payment of the shortfall by the Company. Under the
contract tariff, the Company is obligated to make payments equal to its minimum
purchase requirement for the outstanding term of the agreement if there is an
early termination thereof. The Company has received more favorable pricing from
AT&T on both domestic and international usage under the new contract. In
addition, AT&T agreed to issue a credit waiving the entire cumulative shortfall
charged under the previous contract (approximately $2.3 million as of December
31, 1996, none of which has been reflected in the Company's financial statements
included herein) within thirty days after the Company discharges its past due
obligation to AT&T. As of June 2, 1997, the Company satisfied its
past due obligation and AT&T has agreed to issue the Company a credit waiving
the entire shortfall balance in the amount of $2.3 million.
On March 1, 1996 the Company signed an individually negotiated agreement with
MCI under which the Company is authorized to resell various MCI services,
including outbound long-distance and local long distance, inbound long-distance,
calling cards, debit cards, teleconferencing and MCI enhanced services. The
agreement, which was amended in September 1996, February 1997 and April 1997
superseded a prior agreement signed August 1995 under which MCI was unable to
provide service as a result of software problems between MCI and the LECs. This
new contract, which requires higher minimum purchase levels than the prior
agreement but affords better prices, including more favorable pricing on
international usage, is subject to an 18 month ramp period commencing April,
1996 followed by a 30 month service period.
14
<PAGE> 19
The MCI agreement is subject to increases and decreases in the rate of discount
offered to the Company, depending on the proportion of "new business" (currently
non-MCI business) in the Company's total usage. In addition, rates paid by the
Company to MCI are contingent upon the Company's ability to meet its minimum
purchase requirements. During the first six months of the agreement, either the
Company or MCI had the option to terminate the agreement at will, with no
penalty. Since this six-month period has expired with no notice of termination
by either party, the agreement is to run for the full forty-eight (48) month
term.
During the first eight months of the ramp period, the Company had no minimum
purchase obligations. During the ninth through twelfth months, the Company is
obliged to purchase $250,000 of usage per month; during the thirteenth through
fifteenth month, $500,000; during the sixteenth through eighteenth month,
$750,000; and during the thirty month service period $1,000,000 per month. In
the event that the Company fails to meet its minimum purchase requirements, it
must pay MCI 15% of the difference between the amount used and the respective
minimum monthly requirement.
Prior to February 28, 1996, MCI had been unable to provision the Company's
customers. Subsequent to March 31 1996, MCI commenced providing service and the
benefit of this was reflected in the Company's revenues beginning in the second
quarter. In consideration of its inability to provide service under the August,
1995 contract prior to December 31, 1995, MCI agreed to compensate the Company
in the form of a service credit in an amount not to exceed $1,000,000, to be
applied against its initial usage under the March, 1996 contract.
Sales and marketing expenses were $71,819 and $158,151 for the three months
ended March 31, 1997 and 1996, respectively. As a percentage of gross sales,
sales and marketing expenses decreased from 9% for the three months ended March
31, 1996 to 3% for the three months ended March 31, 1997. The percentage
decrease is attributable to limited expenditure on account acquisition from
outbound telemarketing firms due to concentration on other marketing strategies
in 1997. Management plans to resume its acquisition of accounts from these firms
and plans to pursue marketing techniques more aggressively to increase its
customer database and revenues. The Company has begun to establish its own
in-house telemarketing operations.
General and administrative expenses were $926,803 and $687,472 for the three
months ended March 31, 1997, and 1996, respectively. As a percentage of gross
sales, general and administrative expenses for the three months ended March 31,
1997 and 1996 were 44% and 38%, respectively. The principal elements which
contributed to the increase in general and administrative expenses are mainly
related to the Company's expansion of its resources in anticipation of increased
levels of sales. Costs which increased from their 1996 levels include payroll
and related administrative costs. In 1997, the Company incurred heavier costs
for regulatory compliance when compared to the first quarter of 1996 as a result
of the Company's attempt to seek certification to provide local service in each
state.
Interest expense for the three months ended March 31, 1997 and 1996 was $1,164
and $31,688, respectively. For the quarter ending March 31, 1996, interest
expense related to accrued interest on indebtedness of the Company in connection
with a note issued in relation to the purchase of the partnership interest of
two of the original limited partners in LDDLP, and various financing agreements
entered into in 1994 to finance the Company's working capital requirements. The
note payable related to the partnership buyout was paid off in the third quarter
of 1996 when litigation was settled. In addition, a majority of the Company's
outstanding loans were converted to equity.
The Company incurred a net loss of $446,510 for the three months ended March 31,
1997 compared to a net loss of $197,051 for the three months ended March 31,
1996.
THE TWELVE MONTHS ENDED DECEMBER 31, 1996 AS COMPARED TO THE TWELVE MONTHS ENDED
DECEMBER 31, 1995
Gross revenues for the twelve months ended December 31, 1996 were $5,320,000 as
compared to $8,364,000 for the twelve months ended December 31, 1995. The
Company attributes the decrease of 36% to the Company's inability to finance
adequate levels of marketing expenditure to offset customer attrition and to the
loss, in October 1995, of its largest customer, L.C. Wegard & Company, which had
generated gross revenue of approximately $150,000 per month, as a result of such
customer's bankruptcy.
Gross profit was $1,660,000 and $2,123,000 for the twelve months ended December
31, 1996 and 1995, respectively. As a percentage of net sales, the gross profit
margins for the twelve months ended December 31, 1996 and 1995 were 31% and 27%,
respectively. The percentage increase is due to two factors: extremely favorable
pricing received by the Company under its 1996 contract with MCI; and the loss
of the Company's largest customer, L.C. Wegard and Company, in October 1995.
Since the Company had granted promotional rebates to this customer in 1995, the
result was slimmer profit margins in 1995.
Sales and marketing expenses were $380,000 and $519,000 for the twelve months
ended December 31 1996 and 1995, respectively. As a percentage of gross sales,
sales and marketing expenses were 7% and 6% for the twelve months ended December
31, 1996 and 1995, respectively. The percentage increase is attributable
partially to lower sales in 1996 and partially to one-time adjustments made at
September 30, 1995. The Company wrote off amounts due one of its telemarketers
of $109,816 after it ceased doing business with this telemarketer. The Company
also wrote off $75,000 of commission payable to its independent sales agents who
are no longer active.
15
<PAGE> 20
General and administrative expenses were $2,942,000 and $2,700,000 for the
twelve months ended December 31, 1996 and 1995, respectively. As a percentage of
gross sales, general and administrative expenses for the twelve months ended
December 31, 1996 and 1995 were 55% and 32%, respectively. Total general and
administrative expenses were reduced by $108,000 at December 31, 1996, which
represented a writeoff of amounts payable to two former partners of LDDLP when
litigation was settled in the third quarter. The principal elements which
contributed to the increase in general and administrative expenses are mainly
related to the Company's expansion of its resources in anticipation of increased
levels of sales, and expenditures incurred in connection with the Company's plan
to significantly reduce its levels of debt by December 31, 1996. Costs incurred
in 1996, but not in 1995 include increased audit and financial printing fees due
to heavier SEC reporting requirements and increased legal fees incurred to
settle outstanding litigation.
Interest expense for the twelve months ended December 31, 1996 and 1995 was
$749,000 and $376,000, respectively. For the twelve months ending December 31,
1995, interest expense related to accrued interest on indebtedness of the
Company in connection with a note incurred in relation to the purchase of the
partnership interest of two of the original limited partners in LDDLP, and
various financing agreements entered into in 1994 to finance the Company's
working capital requirements. The note payable related to the partnership buy
out was paid off in the third quarter of 1996 when litigation was settled. In
addition, a majority of the Company's outstanding loans were converted to
equity. In the last two quarters of 1996, shares were issued to shareholders of
the Company in consideration for loans made to the Company. Non-cash interest
expense in the amount of $553,000 was recorded as a result of these
transactions. Loans payable in the amount of $500,000 were converted to equity
during the first three quarters of 1996, while another $850,000 of loans were
converted to equity in the last quarter of 1996. Interest expense for the twelve
months ended December 31, 1996 also includes interest paid to taxing authorities
as a result of a program undertaken by the Company to discharge old outstanding
tax liabilities.
The Company incurred a net loss of $2,401,000 for the twelve months ended
December 31, 1996 compared to a net loss of $1,875,000 for the twelve months
ended December 31, 1995. For the twelve months ending December 31, 1995, costs
of $407,000 were written off in connection with an initial public offering which
had been planned for the beginning of 1995 but which did not take place. These
amounts had been largely incurred during 1994 but not expensed during that year
and are non-operational in nature. For the twelve months ended December 31,
1996, non-cash interest expense in the amount of $553,000 was recorded when
shares were sold to shareholders of the Company as consideration for such
shareholders making loans to the Company. This expense is non-recurring and
non-operational in nature.
LIQUIDITY AND CAPITAL RESOURCES
The Company effected a recapitalization in October, 1995 which subsequently
enabled it to undertake private placements of its common stock throughout 1995,
1996 and 1997. Since October, 1995, the Company has financed its operations
primarily through the sale of its common stock. In addition to selling shares of
its common stock to provide required working capital, and as part of the
recapitalization, a majority of the Company's loans which had been outstanding
at December 31, 1994 were either repaid or converted to equity in 1995 and 1996.
During 1996, the Company raised $6.9 million (net of certain expenses). This
money was used to retire accumulated liabilities and debt, and to finance its
operations which continued to be loss-making during the year. In the third
quarter of 1996, litigation related to a buy out of two former partners was
settled, and, as a result, the corresponding actual and contingent indebtedness
was canceled. As a result of the private placements effected during 1996, the
Company finished the year with net current assets of $975,000 and total net
assets of $1.4 million, as against net current liabilities of $3.4 million and a
deficiency of assets of $3.2 million at December 31, 1995. In the first four
months of 1997, the Company raised $2.6 million (net of certain expenses) in a
private placement of its common stock. At March 31, 1997, the Company had
working capital of $1,860,800 compared to $975,000 at December 31, 1996. The
increase was attributable to the cash received from the private placement of the
Company's common stock during the first quarter of 1997.
The Company has never made a profit since inception in November, 1991. The
Company has sustained operating losses of $1,052,236, $1,096,125 and $1,661,320
for the fiscal years ended December 31, 1994, 1995 and 1996, respectively, and
sustained an operating loss of $447,000 for the three months ended March 31,
1997. As of March 31, 1997, the Company had an accumulated deficit of
$7,513,300. The Company has historically used substantial amounts of cash in
operations including $930,000 for the first quarter of 1997. The Company's
expected expanded sales and marketing efforts could result in significantly
higher operating losses in the future. The Company's trend of incurring
operating losses is likely to continue until its revenues reach certain levels
materially higher than any achieved to date. There can be no assurance that the
Company will not continue to experience operating losses in the future or that
the Company's revenues will reach such levels.
The Company is obligated to meet minimum purchase requirements with AT&T and
MCI. The Company's contract with AT&T required the Company to purchase
$1,200,000 per quarter in usage in years one to three beginning in March of 1997
and $1,475,000 per quarter in usage in year four. Under its contract with MCI,
the Company has a minimum purchase obligation of $3,000,000 per quarter
beginning in September of 1997. Failure to achieve these minimums will require
payment of the shortfall by the Company. The Company has not met its minimum
purchase requirements for the first quarter of 1997. Under each of the
agreements, there are provisions for current shortfalls to be made good by
future usage in excess of the minimum commitments. There can be no assurance
that the Company will achieve future excess usage in sufficient amounts to
offset the current shortfall. At the present combined level of its commitments
to AT&T and MCI, and at its current selling margins, the Company will need to
achieve annualized net sales of telephone service, beginning in September of
1997, of approximately $25 million in order to satisfy such commitments. There
can be no assurance that the Company will reach this level of sales.
The Company began to market its product through media advertising in January of
1997 by broadcasting a thirty-minute infomercial designed to increase its
independent sales force. The Company is in the process of preparing a revised
infomercial pursuant to an amended contract with Guthy Renker, the producer of
the infomercial. Under the amended contract, Guthy Renker is to bear the expense
of producing the revised infomercial and is responsible for financing all
expenditure, including media advertising, with regard to such infomercial. The
Company is obligated to finance any losses incurred in connection with the
fulfillment of orders for sales kits procured by the infomercial should
production and media costs exceed revenues and is to provide Guthy Renker with
an advance payment to cover the estimated loss for each month. If revenues from
the sale of sales kits exceed the costs related thereto, the profits will be
shared equally by the Company and Guthy Renker.
Currently, the Company does not have a line of credit with its existing bank.
There is no assurance that the Company will be able to secure a line of credit
to finance its operations. Consequently, the Company will be required to raise
substantial additional amounts of capital from the sale of its securities to
finance its operations. There can be no assurance that additional financing
will be available on acceptable terms, if at all.
BUSINESS
Long Distance Direct Holdings, Inc., which was formerly known as Golden Ark
Inc., was inactive until October 6, 1995, when it acquired all of the
outstanding stock of Long Distance Direct, Inc. ("LDDI") and LDDI became a
wholly owned subsidiary of the Company. LDDI is a New York corporation which was
formed in 1991 for the purpose of acting as the general partner of Long Distance
Direct L.P. ("LDDLP" or the "Partnership"), a New York limited partnership
formed at
16
<PAGE> 21
the same time for the purpose of carrying on the business of a
non-facilities-based reseller of long-distance telephone service.
In October 1995, LDDI acquired all of the partnership interests of LDDLP in
exchange for shares of LDDI common stock. After its acquisition of LDDI, Golden
Ark, Inc. changed its name to Long Distance Direct Holdings, Inc. ("LDD
Holdings"). In May, 1996, LDDH Holdings formed Long Distance Direct Marketing,
Inc., a New York corporation ("LDDM"), as a wholly-owned subsidiary for the
purpose of producing and marketing a televised infomercial designed to recruit
additional independent sales representatives. References herein to the Company,
to LDDI or to LDDM shall mean LDD Holdings, LDDI and LDDM collectively unless
the context otherwise requires. The financial statements included elsewhere
herein relate to the business which was known as LDDLP prior to the acquisition
of LDDLP by LDDI and the subsequent acquisition of LDDI by LDD Holdings.
The Company's offices are located at One Blue Hill Plaza, Pearl River, New York
10965. The Company's telephone number is 914-620-0765.
GENERAL
Long Distance Direct Holdings, Inc. is a non-facilities-based, or "switchless",
reseller of outbound and inbound long distance telephone, teleconferencing,
cellular long distance and calling card services to small and medium-sized
commercial customers and residential customers. All of the services sold by the
Company are currently provided either by AT&T or by MCI. Management believes
that AT&T and MCI's long-distance service remains the preferred option of the
majority of telephone users. According to a 1995 FCC report, AT&T and MCI
accounted for approximately 56% and 17% respectively of total domestic
long-distance revenue for calendar year 1994. The Company signs up customers and
connects or provisions them onto the network of AT&T or MCI, which provide the
actual transmission service. The Company has agreements with AT&T and MCI to
purchase a minimum annual level of long distance telephone service at discounted
bulk rates which are lower than rates LDDI's customers, with modest call volume,
would be able to obtain for themselves. The Company does not own or lease any
telephone equipment or participate in the call completion process. Provision of
the service to the customer requires no equipment installation or modification
on the customer's premises; all action to provide the service takes place within
the local and inter-exchange carriers. The customer retains his existing
telephone numbers and incurs no expense in making the decision to switch to the
services of the Company.
MARKETING AND SALES
Historically, the Company has obtained customer orders through three separate
methods typically employed by sellers and resellers of telephone services: field
sales, telemarketing, and direct mail. Until the beginning of 1994, over 95% of
the Company's billings related to field sales, with the balance coming from
customers who had responded to the Company's direct mail programs. In January
1994, however, the Company commenced a program of outbound telemarketing, and in
June 1994 it increased the volume of its direct mail activity. Currently,
approximately 36% of the Company's billings are derived from field sales using a
system of self-employed independent sales representatives, who are contractually
restricted from performing such services for competitors of LDDI, approximately
48% are derived from telemarketing using a number of outside telemarketing
agencies specialized in the sale of telephone services on a non-exclusive basis,
and approximately 6% of the Company's billings are derived from direct mail
programs. The Company intends to increase its direct mail marketing efforts and
has begun to establish its own in-house telemarketing operations. The Company
also test marketed a televised marketing program during the fourth quarter of
1996 to attract additional participants to its independent sales force and
started to roll out such program in January 1997. As of May 31, 1997,
approximately 7% of the Company's billings were derived from this marketing
program. There can be no assurance, however, that such roll out will be
successful or that independent sales agents recruited thereby will significantly
increase the level of the Company's billings. In November, 1996, the Company
signed a mutually exclusive agreement with Kaire International, a multi-level
marketing company, to supply telephone service to that company's registered
associates and through those associates to the public at large. As of May 31,
1997, approximately 2% of the Company's billings were derived from this
marketing program.
The Company's field sales force is based on a system of independent sales
representatives, all of whom are self-employed. All sales representatives are
compensated on a commission-only basis. Commissions are payable to
representatives based on actual monies collected by LDDI which can be attributed
to specific customers. LDDI's current active sales force numbers about 20
individuals. Management is considering a number of new methods of recruiting
field sales representatives including the televised marketing programs referred
to above. LDDI has prepared a comprehensive manual for use by sales
representatives as a training tool for reference on the job. LDDI also generates
sales through direct mail programs, backed up by a small in-house telemarketing
department. Until June 1994, this activity comprised exclusively the sending of
direct mail packages to small businesses, inviting them to telephone LDDI's own
800-number, and incorporating a special discount offer, with conversions of
inquiries being carried out by an inbound telemarketing team. In June 1994, the
Company commenced another direct mail approach requiring customers to complete
and send in a written sales order, with follow-up
17
<PAGE> 22
information being obtained by the Company's in-house telemarketing department.
The results of the various programs that have been carried out to date have
generated sufficient response to lead management to seek to expand the Company's
direct mail activity.
In January 1994, in order to market its services to small business users, the
Company contracted with a telemarketing company specializing in the solicitation
of orders for long-distance telephone services on behalf of resellers. The first
billings attributable to customers introduced by this company were generated in
February 1994. Since such date, the Company contracted with a number of
additional telemarketing agencies, similarly specialized in the sale of
telephone services, to market its services. The telemarketing agencies are
compensated principally by the payment of an up front fee based on successfully
provisioned orders and average per customer billing levels. Payments on account
are made on delivery of a validated order to the Company with ongoing
reconciliation and adjustment in light of results achieved. The Company now
intends to supplement the efforts of the outside agencies by establishing an
in-house outbound telemarketing department.
In November 1996, the Company signed a mutually exclusive agreement with Kaire
International, a multi-level marketing company, to sell telephone service to
that company's associates and through those associates to the public at large.
There can be no assurance, however, that Kaire will be successful in selling
LDDI's service to those associates or that the associates themselves will be
successful in selling such service to the public at large.
In January 1997, the Company signed a mutually exclusive agreement with National
Benefits Consultants, LLC ("NBC"), a company in alliance with Deloitte & Touche
LLP, under which NBC will market the Company's telecommunications services to
audit clients of Deloitte & Touche LLP and other commercial entities. There can
be no assurance, however, that NBC will be successful in selling LDDI's services
pursuant to this agreement.
TELEVISED MARKETING PROGRAM
Historically, the Company has obtained customer orders through three separate
methods typically employed by sellers and resellers of telephone services: field
sales, telemarketing and direct mail. At the outset, the Company employed the
field sales method exclusively. Although this method was successful, and
generated sales characterized by lower bad debt and customer attrition levels
than, for example, telemarketing or direct mail, it had as principal drawbacks
the facts that (i) the recruitment of independent sales representatives proved a
time-consuming and expensive procedure and (ii) the Company, in common with
other resellers of telephone services, experienced a high level of turnover
amongst its representatives.
In order to procure the advantages of sales generated by independent
representatives without the drawback of high turnover of personnel, the Company
conceived the idea of recruiting independent representatives in large numbers
through paid television programming, and to mitigate the cost of recruitment by
requiring the new representatives to pay a modest sum to purchase a sales kit
and the right to become independent sales representatives of the Company. The
method chosen to achieve this objective was the infomercial, a paid television
program used extensively by the direct marketing industry.
To this end, the Company, and its wholly-owned subsidiary, Long Distance Direct
Marketing Inc, entered into a contract in May 1996, with Guthy-Renker
Distribution Inc. ("Guthy-Renker"), an infomercial producer and promoter in the
United States, to produce and market a thirty minute infomercial selling the
right to become an independent sales representative of the Company. The contract
was amended and restated effective as of July 1, 1997 to provide for the
production and marketing of a revised infomercial. Under this amended contract,
the Company is responsible for financing the cost of production of the first
infomercial program, while Guthy-Renker is responsible for financing the cost of
production of the revised infomercial and the cost of media and the costs of
fulfilling the orders procured by both infomercials.
The net profit, if any, generated by the infomercials, comprising the revenues
from the sale of "sales kits" to members of the public, less the costs of
production, media and fulfillment, is to be split evenly between Guthy-Renker
and the Company. All billings of telephone service generated for the Company by
representatives recruited through the infomercials are to accrue to the sole
benefit of the Company, subject to the payment to Guthy-Renker of a commission
of 2% on cash collected from such billings, net of taxes. In addition, the
Company has granted Guthy-Renker an option to purchase, at a price of $3.00 per
share, 50,000 shares of Common Stock; and an additional option to purchase, at a
price of $3.00 per share, one additional share of Common Stock for each $666.66
of cash collected from billings for telephone services, net of taxes, generated
for the Company by representatives recruited through the infomercials. The
Company has agreed to grant registration rights to Guthy-Renker with respect to
any shares of the Company's Common Stock issued to Guthy-Renker under the
contract.
18
<PAGE> 23
Test marketing of the first infomercial took place in late September and October
1996 and achieved a level of success such that the Company and Guthy-Renker
decided to roll out the program in the first quarter of 1997. Such roll-out
commenced in January 1997 and has generated approximately 600 additional sales
representatives and approximately $76,000 of additional billings of telephone
services through June 30, 1997. The revised infomercial is currently in
production and is expected to be ready for test marketing by , 1997. There can
be no assurance that the roll-out will be successful, nor can there be any
assurance that representatives recruited by this method will generate
significant levels of billings of telephone service for the Company.
MULTI-LEVEL MARKETING
In November 1996, the Company signed an agreement with Kaire International, a
multi-level marketing company, to supply telephone service to that company's
registered associates and through those associates to the public at large. Kaire
International has historically been a health and body care company and there can
be no assurance that its efforts on the Company's behalf will be successful in
the telecommunications market.
The agreement with Kaire, which is mutually exclusive and which in its initial
period runs to December 31, 1999, provides that LDDI will supply a full range of
telecommunications services on the AT&T and MCI networks which will be
co-extensive with the services offered by AT&T and MCI. In addition to providing
telephone service, LDDI will work with Kaire to develop suitable marketing
materials as well as to provide training for all Kaire associates. LDDI will
make available all training aids for Kaire at a mutually agreeable price.
Although LDDI retains ultimate exposure for Kaire's uncollected billings, Kaire
will mitigate bad debt through offsets against commissions payable by Kaire to
the end-subscriber.
There can be no assurance that Kaire will be successful in selling LDDI's
service to its associates or that those associates themselves will be successful
in selling such service to the public at large.
NATIONAL BENEFITS CONSULTANTS/DELOITTE & TOUCHE LLP
In January 1997, the Company signed an agreement with National Benefits
Consultants, LLC ("NBC"), a company in alliance with Deloitte & Touche LLP,
under which NBC will market the Company's telecommunications services to audit
clients of Deloitte & Touche LLP and other commercial entities. NBC was
established in order to review costs and expenses incurred by clients of
Deloitte & Touche LLP, initially in the medical expenses field but subsequently
on a wider basis, and to make recommendations for alternate sourcing of certain
products and services so as to reduce the cost burden on those clients.
The agreement with NBC, which is mutually exclusive and which runs to December
31, 2001, provides that LDDI will supply a full range of telecommunications
services to companies and businesses introduced to it by NBC. In respect of
billings to such companies and businesses, NBC will be entitled to compensation
not exceeding 10% of cash receipts therefrom, net of taxes. Additionally, the
Company has granted to NBC an option to purchase up to 20% of the Company's
stock at $3.00 per share. The actual percentage that may be purchased under this
option will be determined by reference to the proportion that revenues from
customers introduced by NBC bear to LDDI's total revenues for the twenty four
months prior to exercise of the option. The option may not be exercised prior to
thirty months from the date of the agreement except in certain specified
circumstances, the principal of which is any acquisition of the Company by a
third party. In January 1997, LDDI entered into a referral agreement expiring
December 31, 2001 with NBC whereby LDDI will receive a percentage compensation
from NBC for those LDDI customers who purchase NBC services. There can be no
assurance that NBC will be successful in selling LDDI's services pursuant to the
agreement.
SERVICES PROVIDED
AT&T
The Company currently resells to its customers AT&T outbound and inbound
long-distance telephone service, including teleconferencing, cellular
long-distance and calling card services. Outbound service had, until September
1994, been provided exclusively under the Company's Software Defined Network
("SDN") agreement with AT&T, but such service is now also provided on
Distributed Network Service ("DNS"). The Company's pricing to its customers for
the two services is identical, but DNS can be provisioned considerably faster
than SDN.
19
<PAGE> 24
Customers may also request a calling card. This allows use of the telephone
system either through off network dialing using an 800-number access or through
the traditional "zero plus" access method. The calling cards have been designed
to the Company's own specifications and are issued subject to the condition that
the liability for usage thereunder remains that of the end-user unless and until
loss is reported to LDDI. In turn, LDDI has an on-line connection with AT&T's
Network Remote Access Monitoring System. Once LDDI has reported a loss or theft
to AT&T, LDDI has no further liability for usage on the lost or stolen card. The
Company is able to set and vary thresholds and usage parameters that have been
designed by AT&T to facilitate early detection of calling card theft or abuse.
MCI
The Company currently resells to its customers MCI outbound and inbound
long-distance telephone service, including teleconferencing, cellular
long-distance, calling card and debit card services. Under the calling card
arrangements, customers may access the Company's network either through an
800-number or through "zero Plus" dialing. In the case of calling cards under
the MCI contract, MCI retains full liability for fraudulent use. Provisioning of
customers onto the MCI network is done directly by the Company in conjunction
with the Local Exchange Carriers.
Whereas, under its arrangements with AT&T, the Company is permitted to sell only
to commercial customers, the MCI contract permits resale to both the commercial
and the residential markets. Furthermore, the pricing of the MCI contract makes
residential sale a realistic and financially attractive proposition. Finally,
with respect to the resale of MCI service, the Company is able to offer its
customers the alternative of billing through their Local Exchange Carrier. This
is believed to be important in relation to the residential market, which is
considered to be less willing than the commercial market to receive separate
monthly long distance bills.
SUPPLY OF SERVICE
Neither the outbound service nor the inbound service provided on the AT&T or MCI
networks requires any equipment installation or modification on the customer's
premises; all action to provide the service takes place within the local and
inter- exchange carriers. The customer retains his existing telephone numbers
and incurs no expense in making the decision to switch to the Company's service.
The Company provides its customers with services at a price which management
believes, because of the average customer's calling volume, would generally be
unavailable to such customers.
The Company's administrative and accounting systems are structured to address
the two principal areas of activity in the Company's business and their
financial and operational interface: the sales division and the customer account
base. With multiple sources of new orders and a growing customer base,
management believes that the continued development and structural integrity of
the business depends on fundamentally sound administrative and operating
systems.
In recognition of this, the Company's management from the outset established a
computerized database under the direction of an outside computer consultant.
This database records and tracks all new sales representatives, together with
their reporting hierarchies, to enable monthly commission statements to be
derived from data supplied electronically from AT&T and MCI, and to respond to
all personnel questions. Additionally, the database records and implements all
activity from the outside telemarketing agencies, from order entry through
submission of orders to AT&T or the Local Exchange Carriers (in the case of MCI
services) to production of the data needed to effect monthly accounting
reconciliations with those agencies. The database tracks and implements order
entry and analyzes the performance of the various direct mail programs. It also
records all customers, together with their sales representative or other
introductory source attribution, and allows both direct electronic interface
with the Company's external billing agency for billing and collection purposes
and for internal interrogation for customer service purposes.
To support this function, LDDI has established computer-based operating
procedures that track each new customer through its provisioning sequence with
AT&T and the Local Exchange Carriers (where MCI service is concerned), enabling
LDDI to respond systematically and promptly to the reports generated by AT&T and
the Local Exchange Carriers on provisioning progress. In addition, LDDI operates
a customer service function as well as a dedicated credit control function.
Insofar as the Company is marketing services that are available from a wide
range of alternative suppliers, the high level of customer service that it can
offer is an area in which management believes the Company can outperform its
competitors. In this regard, as evidence of its responsive administrative
systems, the Company has a policy of calling its customers on a rotating basis
20
<PAGE> 25
to establish the level of their satisfaction with the Company's service and to
identify and attend to any additional needs that they might have.
Through March 1996, the Company's billing was performed on its behalf by
American College and University Systems ("ACUS"), a strategic business unit of
AT&T that provides resellers with a customized long-distance billing service
known as the "AT&T Bill Manager Service." The Company established its own
tariffed pricing elements and used the ACUS service to bill end-users at its
designated tariffed rates.
From monthly billing tapes and feeds supplied directly by AT&T, ACUS produced
and delivered invoices to all end-users in the Company's name, and end-users
remit payments directly to the Company through a "lock box" set up by the
Company. By using the services of ACUS, the Company was able to avoid the
labor-intensive administration of performing the billing function itself during
a period of strong account growth while retaining control over its pricing,
billing and collection policies. The Company negotiated a release without
penalty from its contract with ACUS, capable of implementation at any time after
July 1995, in order to be able to use the services of a billing company that was
both less expensive and better interfaced with the Company's computer systems.
To that effect, the Company entered into an agreement with Digital
Communications of America Inc. ("DCA") under which DCA provides billing services
to the Company in respect of both AT&T and MCI service. The first DCA bills were
generated in April 1996. The Company has also signed an agreement with MCI
Systems, Inc. whereby through Perot Systems Inc., it will receive more favorable
pricing with regard to billing MCI traffic and also be able to bill its
customers through the Local Exchange Carriers. Perot will receive daily
electronic "feeds" directly from MCI containing customer call detail records.
The Company may also in the future consider employing its own billing personnel
if and when it believes that the financial benefits of so doing will outweigh
the practical difficulties involved.
The Company's overall operational strategy is based on management's belief that
the sales function is highly dependent upon the strongest possible
administrative support. The lack of such support would result in a failure to
motivate and retain sales people or respond to the needs of the outside
telemarketing agencies, customer dissatisfaction, and the loss of revenues
through inefficiencies and inattention. Management believes that the Company's
attention to this area of its operations distinguishes it from much of its
competition.
ARRANGEMENTS WITH PROVIDERS
AT&T
Prior to February, 1997, the Company operated under an individually-negotiated
contract tariff with AT&T dated September 1, 1995 which embraced both outbound
and inbound long distance service. This contract superseded all previous
arrangements with AT&T and had a fixed term of four years with a one year
extension at the Company's option. Under the contract tariff, the Company had
accepted a minimum purchase requirement under which it was obligated to pay such
minimum regardless of whether its usage reached such levels. The minimum
purchase requirement was a constant amount throughout the duration of the
contract tariff. The minimum quarterly purchase requirement in respect of
outbound service, SDN and DNS combined, for each of the sixteen quarters of the
contract tariff, and for the four subsequent quarters if the Company elected to
exercise its extension option, was $1,200,000 per quarter. Also included within
the contract tariff was a requirement that a specified minimum proportion of
each quarter's usage relate to "new business", i.e. currently non AT&T business.
21
<PAGE> 26
In February 1997, the Company entered into a new four-year contract tariff with
AT&T effective March 1, 1997 for the supply of inbound and outbound telephone
service. The new contract supersedes the Company's prior contract with AT&T
dated September 1, 1995. The Company's minimum quarterly purchase requirement
remains constant at $1,200,000 in years one to three commencing March 1, 1997
and increases to $1,475,000 in year four. Failure to achieve the minimum will
require payment of the shortfall by the Company. Under the contract tariff, the
Company is obligated to make payments equal to its minimum purchase requirement
for the outstanding term of the agreement if there is an early termination
thereof. The Company has received more favorable pricing from AT&T on both
domestic and international usage under the new contract. In addition, AT&T
agreed to issue a credit waiving the entire cumulative shortfall charged under
the old contract (approximately $2.3 million as of December 31, 1996, none of
which has been reflected in the Company's financial statements included herein)
within thirty days after the Company discharges its past due obligation to AT&T.
As of June 2, 1997, the Company satisfied its past due obligation and AT&T has
agreed to issue the Company a credit waiving the entire shortfall balance in the
amount of $2.3 million.
MCI
On August 4, 1995, the Company signed an individually-negotiated agreement with
MCI under which the Company is authorized to resell various MCI services,
including outbound long-distance and local long-distance, inbound long distance,
calling cards, debit cards, teleconferencing and MCI enhanced services. This
agreement was subject to an eight (8) month ramp period followed by a thirty-six
(36) month service period. In March 1996, the Company signed another
individually negotiated contract with MCI, and amendments thereto in September
1996, February, 1997 and April, 1997 which superseded the contract of August
1995. This new contract, which requires higher minimum purchase levels than the
prior agreements but affords better prices, is subject to an eighteen (18) month
ramp period commencing April, 1996 followed by a thirty (30) month service
period.
During the first eight months of the ramp period, the Company has no minimum
purchase obligations. During the ninth through twelfth months, the Company is
obliged to purchase $250,000 of usage per month; during the thirteenth through
fifteenth month, $500,000; during the sixteenth through eighteenth month,
$750,000; and during the thirty month service period, $1,000,000 per month. In
the event that the Company fails to meet its minimum purchase requirements, it
must pay MCI 15% of the difference between the amount used and the respective
minimum monthly requirement.
The agreement is subject to increases and decreases in the rate of discount
offered to the Company, depending on the proportion of "new business" (currently
non-MCI business) in the Company's total usage. During the first six months of
the agreement either the Company or MCI could terminate the agreement at will,
with no penalty. Since this six (6) month period has expired with no notice of
termination by either party, the agreement is to run for the full forty-eight
(48) month term.
In consideration of its inability to provide service under the August 1995
contract prior to December 31, 1995, MCI agreed to compensate the Company in the
form of a service credit in an amount not to exceed $1,000,000 to be applied
against its initial usage under the March 1996 contract.
RECENT DEVELOPMENTS
On September 24, 1996, AT&T introduced a single-rate calling plan for domestic
residential long-distance calls, under which it would charge a flat rate of
fifteen cents ($.15) per minute. The Company's current business involves almost
exclusively the resale of AT&T and MCI telephone service to commercial
customers. The AT&T introduction has no direct effect on the Company's current
commercial business or any expansion of its service to commercial customers, and
based on industry experience the Company does not believe that AT&T's
introduction of a new residential plan suggests an imminent introduction of a
similar commercial plan.
22
<PAGE> 27
The Company has recently entered the residential market through the resale of
MCI telephone service to residential customers. Since the Company neither
resells nor has any plans or arrangements to resell AT&T service to residential
customers, it considers the potential impact upon the Company of the AT&T
introduction to be limited to the pricing environment in which the Company
markets residential telephone service.
The AT&T single-rate calling plan is described by AT&T as designed to simplify
long distance pricing and ease consumer confusion. It is not described by AT&T
as a rate reduction and, based on its knowledge of AT&T's existing rate plans,
the Company does not consider the new AT&T plan to embody a rate reduction. The
Company believes that it is offering and will be able to continue to offer
residential telephone service at prices significantly lower than AT&T's proposed
flat rate and that the introduction of AT&T's single rate calling plan will not
have any material adverse affect on the business of the Company or on the
Company's marketing plans for residential service.
No assurances, however, can be given that either the Company will remain able to
offer residential telephone service at prices significantly lower than AT&T and
certain of the Company's other major competitors or that AT&T or such other
major competitors will not introduce new commercial telephone service plans.
CUSTOMERS
At May 31, 1997, the Company had over 8,700 active billing customers.
Customers generated by field sales activity are predominately based on the
Eastern seaboard; those generated either by telemarketing or by direct mail have
no particular geographic bias. Through May 31, 1997, the Company's customer base
was exclusively commercial and contained no residential element. It covers
almost every generic field of business activity in the United States. In the
second quarter of 1996, the Company began marketing to residential customers. No
single current customer represented more than 3% of billings for the year ended
December 31, 1996 or the three months ended March 31, 1997.
COMPETITION
The long-distance telecommunications market is highly competitive. The Company
does not believe it is a significant factor in the industry. The principal
competitive factors affecting the Company's market share are pricing, customer
service and value-added services such as customized billing, teleconferencing,
calling cards and prepaid calling cards. The Company's ability to compete
effectively will depend upon its continued ability to maintain high quality,
market-driven services at prices generally equal to or below those charged by
its competitors. The long-distance carriers which sell in competition with the
Company include MCI, Sprint, and AT&T itself. Resellers which sell in
competition with the Company include Long Distance Discount Services, LCI
International, Inc., U.S.Tel Inc., Excel Communications, Protel Communications
Corp., Equalnet, Midcom, Tel-Save and Pacific Coin. Of the resellers, some are
switchless and some have their own switches and leased lines: some sell services
of both AT&T and other long-distance carriers. Among the resellers, management
believes that LDDI is one of only a few to market AT&T long distance services
under a direct contractual relationship with AT&T. Management has also been
informed that the Company is one of only a limited number of resellers to be
granted a resale contract by MCI.
Price competition in the long-distance telecommunications industry has increased
in recent years due to the entry of many companies into the market. Management's
policy for gaining and retaining customers is based on four principal
components: first, marketing only premier quality long-distance services, such
as those provided by AT&T and MCI; second, offering rates for telephone usage
that are at least comparable with, and in many cases less expensive than, those
generally available to its target market; third, developing and maintaining
responsive information systems that enable customer service to be carried out on
a timely and efficient basis; and fourth, staff training programs that teach
personnel how to handle customer concerns both efficiently and courteously.
INDUSTRY BACKGROUND
On January 1, 1984, AT&T's divestiture of the Bell System went into effect. As a
result of the decree ordering such divestiture by AT&T (the "AT&T Divestiture
Decree"), AT&T was forced to divest its 22 Bell Operating Companies ("BOCs"),
which were reorganized under seven Regional Bell Operating Companies ("RBOCs"),
such as Pacific Telesis and US West, Inc. The RBOCs own and are responsible for
operations of the BOCs in each of their regions. The BOCs, as well as other
independent companies which provide local telephone service, are characterized
as local exchange carriers.
23
<PAGE> 28
The local exchange carriers are responsible for providing dial tone, local lines
and billing for local service as well as local access for long-distance traffic.
As an additional part of the AT&T Divestiture Decree, the United States was
divided into approximately 200 Local Access and Transport Areas ("LATAs"). AT&T
was given the right to compete for inter-LATA long-distance business, but was
prohibited from providing intra-LATA long-distance and local service. The BOCs
and other local exchange carriers were permitted to compete for intra-LATA
long-distance and local service, but were prohibited from entering the
inter-LATA long-distance market in which the Company competes, although
legislation has since been enacted permitting the BOCs and other local exchange
carriers to compete in the long-distance market and allowing AT&T and other
inter-exchange carriers to compete in the local markets.
The AT&T Divestiture Decree also required the local exchange carriers to provide
all inter-exchange carriers with access to local telephone exchange facilities
that are "equal in type, quality and price" to that provided to AT&T. In
addition, the local exchange carriers were required to conduct a subscription
process allowing consumers to select their long distance carrier. This
development, know as "equal access," enabled consumers to complete calls using
their selected long-distance carrier by simply dialing "1" plus the area code
and number. Prior to equal access, consumers using an inter-exchange carrier
other than AT&T had to dial a local number, then an access code, then the area
code and number of the call destination to complete a call. With equal access,
all inter-LATA traffic is carried by the local exchange carriers. The AT&T
Divestiture Decree and the implementation of equal access constitute the
fundamental regulatory developments that allow inter-exchange carriers other
than AT&T to enter and compete in the long-distance telecommunications market.
Since the AT&T Divestiture Decree, the long-distance industry has experienced
rapid technological development. One significant technological change was the
advent of digital transmission technology, which represented an improvement over
analog technology. Because the BOCs and many local exchange carriers converted
rapidly to digital switches, digital technology was necessary for inter-exchange
carriers to connect to the local exchange carriers for equal access.
Accompanying the movement toward digital switching was the rapid development and
implementation of fiber optic circuitry, which also requires digital technology.
While AT&T had once been the only source of high quality transmission
facilities, several other companies, including MCI and Sprint, entered the
business of building transmission facilities, using primarily fiber optic
circuits.
Following the AT&T Divestiture Decree, and the birth of competing long-distance
carriers, the inter-exchange carriers developed the concept of the virtual
private network ("VPN") in order to shift traffic onto the public network from
large, private networks transmitting on dedicated facilities. VPNs are aimed at
large organizations that have many locations and that spend at least $50,000 per
month on long-distance calling. The Software Defined Network ("SDN") is AT&T's
most sophisticated form of VPN, utilizing its latest fiber optic facilities and
offering significant technical and administrative benefits to major
long-distance users.
In the late 1980's resellers perceived an opportunity to package, aggregate and
market AT&T's premier service at rates lower than small businesses could expect
to obtain directly from any other carrier, with billing carried out directly by
AT&T. The Company believes that this event created the switchless reseller
industry.
Between October 1989 and March 1990 many companies entered the market of SDN
resale, recruiting field sales forces to market to small and medium-sized
businesses. Whereas AT&T is generally believed to have found itself involved
unintentionally in resale at the outset, in 1992 it introduced Distributed
Network Service ("DNS") specifically as a resale product. In 1994, MCI also
decided to make its network available to resellers such as the Company.
Following negotiations which commenced in February 1995 the Company signed an
agreement effective September 1, 1995 to resell MCI's services. That agreement
was superseded by an upgraded contract in March 1996. Provision of MCI service
by the Company commenced in March 1996.
Resellers are classified into two categories, facilities-based and
non-facilities based. A facilities-based carrier utilizes lines owned by third
parties but operates its own switching equipment and usually bills its own
customers directly. A non- facilities-based carrier does not own or lease any
telephone equipment or participate in any portion of the call completion
process. For billing purposes it receives magnetic tapes of its customers'
long-distance usage from its service provider and uses this information as a
basis for billing. Facilities-based carriers have both an investment in the
network needed to complete the call process and a geographic concentration,
whereas non-facilities-based carriers have neither such investment nor any
geographic constraint.
24
<PAGE> 29
As a result of the changes brought about by the AT&T Divestiture Decree,
secondary inter-exchange carriers, including the Company, generally provide
long-distance telephone services at a significantly lower cost than the
comparable services offered directly by AT&T, MCI and Sprint. The Company's
success will depend on its continuing ability to provide comparable services at
prices equal to or lower than its competitors in the future.
REGULATION
Although in the past the FCC had extensively regulated interstate
communications, the trend during the 1980's was toward lessened regulation.
Non-dominant inter-exchange carriers such as the Company were not required by
the FCC to maintain a certificate of public convenience and necessity or to file
tariffs with the FCC other than with respect to international calls and except
for informational tariffs, which were required to be filed with respect to
operator services. Over this period of time, the FCC had retained general
regulatory jurisdiction over the sale of interstate telecommunications services
by inter-exchange carriers, including the requirement that calls be charged on
a nondiscriminatory, just and reasonable basis.
TARIFFS. On November 13, 1992, the United States Court of Appeals for the
District of Columbia Circuit (the "Court of Appeals") ruled that the FCC lacks
authority to waive the requirement that non dominant inter-exchange carriers
file tariffs. The Court of Appeals reversed the FCC's "forbearance policy,"
which had excused inter-exchange carriers from tariff filing requirements. The
FCC had also begun a new proceeding to promulgate rules for non-dominant
inter-exchange carriers' tariff filings in a streamlined manner so as to give
substantial flexibility to the Company and similarly situated competitors. The
FCC has enacted certain rules and is expected to enact others regarding tariff
filing requirements for non dominant carriers. The FCC has issued a statement
publicly announcing its intention not to enforce the strict tariff format and
content rules against non dominant inter-exchange carriers in the interim. In
July 1993, a Federal District Court (the "District Court") granted AT&T's
request for a preliminary injunction against MCI for failure to file
customer-specific tariffs. MCI had relied upon its earlier streamlined tariff
filing, which set forth ranges of rates.
As a consequence of the Court of Appeals decision and the District Court's
ruling, the Company could be subject to complaints seeking damages, assessment
of monetary forfeitures and/or injunctive relief filed by any party claiming to
be injured by the Company's failure to file tariffs. The Court of Appeals
decision suggests that reliance upon the forbearance policy may not excuse past
failure to file tariffs, because the Court ruled that the forbearance policy
itself was unlawful. The Court of Appeals does not, however, require the FCC to
assess forfeitures or damages or take any other specific enforcement action
against those carriers who relied upon its policy, although it does direct the
FCC to give further consideration to the issue of damages in a private suit
between AT&T and MCI. In February 1993, AT&T filed lawsuits in Federal court
against MCI, Sprint and Williams Telecommunications Group, Inc. ("WilTel") for
alleged failure to file proper tariffs and seeking lost profits on a denied loss
of sales of $1 billion. WilTel responded by filing a Federal court complaint
against AT&T for illegal pricing activity, and similar complaints filed by MCI
and Sprint have been pending at the FCC for several years. Moreover, the
implications for other long-distance carriers of the District Court's
preliminary injunction against MCI may be substantial unless and until the FCC
acts. There is a possibility that the aftermath of the ultimate consequences of
the Court's ruling may affect the Company's pricing practices. AT&T has also
indicated that it may institute similar suits against other inter-exchange
carriers. MCI has filed a motion for reconsideration of the Court's preliminary
injunction and has also filed a petition for declaratory ruling with the FCC to
declare that it and other inter-exchange carriers cannot be held liable for good
faith reliance on the FCC's now reversed forbearance policy. At this time, the
Company cannot predict the likelihood of the filing of complaints against it or
potential liability, if any.
POTENTIAL INCREASED COMPETITION. In 1984, pursuant to the AT&T Divestiture
Decree, AT&T divested its 22 wholly owned BOCs. In 1987, as part of the
triennial review of the AT&T Divestiture Decree, the U.S. District Court for the
District of Columbia denied the BOCs petition to enter, among other things, the
inter-LATA long-distance telecommunications business. The District Court's
ruling was appealed to the Court of Appeals, which, in 1990, affirmed the
District Court's decision to retain the inter-LATA prohibition for the BOCs.
Recent legislation passed in Congress now permits the BOCs to provide inter-LATA
service, subject to the provisions outlined in Recent Legislation below. As
indicated below, the Company and all other providers of inter-LATA service may
now expect to face substantial additional competition. This legislation follows
the relaxing by the FCC of its regulatory requirement applicable to foreign
controlled inter-exchange carriers such that these firms and others that may
enter the market in the future will have greater flexibility to compete in
international routes.
REGULATION OF AT&T. Currently, the Company and the inter-exchange carriers with
which it competes are subject to less regulation and have greater pricing
flexibility than AT&T. However, the difference in the level of regulation
between AT&T
25
<PAGE> 30
and its competitors has recently been narrowed. The general trend of the FCC is
to treat AT&T interexchange business service as competitive and lessen FCC
reviews of the rates AT&T charges for many of its business services. In
addition, the FCC has adopted "further streamlined" regulation for many of
AT&T's domestic business services, which effectively removes various controls
under existing regulations governing AT&T's pricing flexibility. The FCC also
allows AT&T to bundle individualized packages of integrated services to
specific, high-volume customers at negotiated prices. The Court of Appeals
recently held that these so-called Tariff 12 offerings are lawful under the
Federal Communications Act. The new rules allowing the further streamlining of
AT&T's regulation are the subject of judicial appeals pending before the Court
of Appeals. The outcome of these appellate proceedings is at this time
uncertain. Management of the Company does not believe that the implementation by
the FCC of the further streamlined rules would have a material adverse effect on
its business or operations. However, should the FCC affirm further streamlined
regulation with respect to a number of AT&T's domestic business services, AT&T
can be expected to offer and price its business services more aggressively,
which in turn, may affect the Company's pricing policies and gross margins.
RECENT LEGISLATION. Under the Telecommunications Act of 1996, which became law
on February 8, 1996, many restrictions were abolished that acted as entry
barriers in telecommunications markets. Of greatest significance to the Company,
this legislation eliminates the restrictions imposed by the AT&T consent decree
on the provision by the BOCs of long distance services. However, the entry of a
BOC into the long-distance market will only be permitted if it has satisfied the
FCC and the Justice department that it has satisfactorily opened its local
exchange market to competitors such as the Company. The process of entry by the
BOCs into the long distance market will take time to complete. Although the
Company intends to take advantage of the recent legislation by seeking to resell
local telephone service, there can be no assurance that it will be successful in
so doing or that the entry of the BOCs into the long distance market will not
damage the Company's business and financial position.
STATE REGULATION. The Company's intrastate long-distance telecommunications
operations are subject to various state laws and regulations, including, in many
jurisdictions, certification requirements. Generally, the Company must obtain
and maintain certificates of public convenience and necessity from regulatory
authorities in most states in which it offers intrastate long distance services.
Some state regulatory authorities also require carriers to file tariffs which
set forth their rates and conditions of service. The Company has obtained
certificates, and filed tariffs, to provide service in a majority of the states
where it conducts business. Some states prohibit inter-exchange carriers from
providing intrastate service (calls both originating and terminating in the same
state) or restrict or condition the offering of intrastate or intra-LATA
long-distance service by the Company and other inter-exchange carriers. Those
states that do permit the offering of intrastate or intra- LATA service by
inter-exchange carriers generally require that end users desiring to access
these services dial special access codes which put the Company at a disadvantage
vis-a-vis local exchange carrier intrastate and intra-LATA toll service, which
generally requires no similar access code. The Company historically has not
experienced significant problems in its dealings with state regulatory
authorities. Changes in regulatory requirements, however, could result in
changes in the manner in which the Company conducts its operation. The Company
may also incur the expense of legal fees and related costs in order to comply
with such changes in regulatory requirements. The Company plans to obtain the
required certification in each state to provide local service.
EMPLOYEES
At May 31, 1997, the Company had 46 employees, including the executive officers,
of whom 36 are full time and 10 are part-time. Of these 46 employees, 22 are
responsible for order entry, customer service and operations, 12 are responsible
for accounting and credit control, 8 are responsible for marketing support, 3
are responsible for general management and administration and 1 is responsible
for maintaining the computer system. If the Company is successful in its
proposed marketing programs, management envisages that there will be a need for
a continuing increase in the number of its employees.
In addition to its employees, the Company has a total of approximately 175
self-employed independent sales representatives who are either currently active
on the Company's behalf or who have introduced customers to the Company which
are still using the Company's network.
PROPERTIES
26
<PAGE> 31
The Company operates out of a 10,700 square foot office at 1 Blue Hill Plaza,
Pearl River, NY, a modern office facility. The space currently occupied by the
Company is leased under a lease expiring in December, 2000 with annual rent of
$192,834 rising to $214,260 commencing January 1999.
LEGAL PROCEEDINGS
The State of New York Department of Taxation and Finance has filed two separate
warrants against the Company evidencing judgment liens for uncontested tax
liabilities. One such warrant evidences an amount, including penalty and
interest, of $10,449.21. The other warrant evidences an amount, including
penalties and interest, of $5,238.61. The Company negotiated the payment of
these liabilities with the Department with monthly payments being made over a 24
month period ending July 1997, until which time the judgment liens will remain
in effect.
On September 19, 1996, the Company, Steven Lampert, Michael Preston, LDDI and
LDDLP entered into an agreement (the "Settlement Agreement") with Michael G.
Miller, Jeffrey L. Schwartz and JAMI Marketing Services, Inc. (the "Sellers"),
to settle pending litigation (the "Litigation") related to a Buy Out Agreement
among the parties dated April 6, 1993. In accordance with the terms of the
Settlement Agreement, the Company paid Sellers $500,000 in settlement of the
Litigation and as full satisfaction of all remaining obligations under the Buy
Out Agreement; the parties signed and delivered mutual general releases; and the
Litigation was dismissed with prejudice. See "Certain Transactions -- Buy Out
Agreement."
There are no other legal proceedings or claims, threatened or pending, against
the Company except as disclosed herein.
MANAGEMENT
EXECUTIVE OFFICERS AND DIRECTORS
The table below sets forth the names, ages and titles of the persons who are the
directors and executive officers of the Company.
<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Steven L. Lampert 47 President Chief Executive Officer and
Chairman of the Board
Michael D. Preston 51 Chief Financial Officer and Vice
President -- Finance, Secretary and
Director
Clair Alpert 54 Vice President -- Administration
Lori Colin 38 Controller
Andrea Grossman 33 Vice President -- Marketing
Rowland W. Day II 41 Director
Julian Levy 32 Director
Conrad J. Morris 64 Director
</TABLE>
Steven Lampert is a founder of the Company and has been the Chief Executive
Officer since January 1994. He has served as President of the Company since it
commenced operations in December 1991. Prior to founding the Company, Mr.
Lampert served as President of Comtec, Inc., a New York-based telecommunications
corporation, from November 1985 through November 1991. Prior to 1985, Mr.
Lampert served as director of telecommunications for NBC and for Corning Labs
(formerly Metpath). Mr. Lampert has served as a director of the Company since
December 1991.
Michael Preston is a founder of the Company and has been the Vice President --
Finance and Chief Financial Officer of the Company since January 1994. Prior to
this period, Mr. Preston was retained as a consultant to the Company commencing
in December 1991. Mr. Preston has served as a director of the Company since
December 1991, and served as a director of the following other companies, with
the date of such service in parentheses: Sterling Publishing Group PLC, a
publicly-held U.K. business publishing
27
<PAGE> 32
company (1977 to September 1995; and served as Deputy Chairman from 1990 to
September 1994); Broad Street Group PLC, a publicly-held U.K. public relations
and marketing services firm (June 1977 to March 1991); Frank Usher Holdings PLC,
a publicly-held U.K. clothing manufacturer (1989 to 1990); Cadiz Land
Corporation (1983 to 1987). Mr. Preston is a United Kingdom Chartered
Accountant.
Clair Alpert has been the Vice President -- Administration of the Company since
October 1993. Ms. Alpert served as Controller of the Company from April 1992 to
October 1993. Prior to joining the Company, Ms. Alpert served as the Director of
Administration and Accounting for Gross & Alpert, C.P.A., a New York-based
accounting firm, from January 1987 to March 1992.
Lori Colin has been the Controller of the Company since October 1993. Prior to
joining the Company, Ms. Colin was a Senior Accountant at Chase Manhattan
Leasing Co. from 1991 to 1993, and prior to that was an Assistant Manager --
Accounting at Concord Leasing in Connecticut from 1985 to 1990.
Andrea Grossman has been the Vice-President Marketing of the Company since May
1993. Ms. Grossman served as the Director of Marketing of the Company from
October 1992 to May 1993. Prior to joining the Company, Ms. Grossman was the
Database Marketing Director of JAMI Marketing Services, Inc., a New York-based
direct marketing firm, from October 1990 to October 1992. From June 1990 to
October 1990, Ms. Grossman was a Consultant with The Rostmark Group, a marketing
consultancy in New Jersey, and from January 1987 to June 1990, she was the
General Manager of Webvelope Corp., a New York printing company.
Rowland Day is a partner in the law firm of Day, Campbell & McGill, the
Company's corporate counsel. He was appointed a director of the Company in
November 1996.
Julian Levy is a representative of Capital Growth International, an investment
banking firm that acted as placement agent for the Company in a previous
offering of securities and was appointed a director of the Company in November
1996. Mr. Levy is a United Kingdom Chartered Accountant.
Conrad Morris is a United Kingdom businessman with extensive investment and
management experience in both the United Kingdom and the United States. Business
Systems Consultants Limited, an investment company registered in Liberia and
beneficially owned by Mr. Morris' two adult daughters, is a significant investor
in the Company. He was appointed a director of the Company in November 1996.
EXECUTIVE COMPENSATION
The following table sets forth certain summary information regarding
compensation paid by the Company for services rendered during the fiscal years
ended December 31, 1994, 1995 and 1996, respectively, to the Company's Chief
Executive Officer and Chief Financial Officer during such period. No other
executive officer of the Company holding office in fiscal 1996 received total
annual salary and bonus exceeding $100,000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
AWARDS
SECURITIES
NAME AND YEAR ANNUAL COMPENSATION UNDERLYING
PRINCIPAL ENDING OTHER ANNUAL OPTIONS
POSITION DECEMBER 31, SALARY BONUS COMPENSATION SARS (#)
-------- ------------ ------ ----- ------------ --------
<S> <C> <C> <C> <C> <C>
Steven Lampert, 1994 $250,000 -- $ 7,911(1) 0
President 1995 $150,000 -- $10,689(1) 250,000(2)
1996 $150,000 -- $11,745(1) 350,000(3)
Michael Preston, 1994 $100,000 -- $ 5,196(1) 0
Chief Financial 1995 $125,000 -- $ 7,122(1) 250,000(4)
Officer 1996 $125,000 -- $ 9,092(1) 350,000(5)
</TABLE>
28
<PAGE> 33
- ------------------------------
(1) Includes an allowance for automobile expenses.
(2) Options to purchase 250,000 Shares at a price of $.001 per Share were
granted to Mr. Lampert under the Company's 1995 Stock Option Plan.
(3) Options to purchase 350,000 Shares at a price of $3.30 per Share were
granted to Mr. Lampert under the Company's 1995 Stock Option Plan.
(4) Options to purchase 250,000 Shares at a price of $.001 per Share were
granted to Mr. Preston under the Company's 1995 Stock Option Plan.
(5) Options to purchase 350,000 Shares at a price of $3.30 per Share were
granted to Mr. Preston under the Company's 1995 Stock Option Plan.
OPTION GRANTS IN FISCAL YEAR ENDED DECEMBER 31, 1996
INDIVIDUAL GRANTS
<TABLE>
<CAPTION>
PERCENT OF
TOTAL OPTIONS EXERCISE
NUMBER OF SECURITIES GRANTED TO OR BASE
UNDERLYING EMPLOYEES PRICE
NAME OPTIONS GRANTED IN 1996 ($/SH.) EXPIRATION DATE
---- --------------- ------- ------- ---------------
<S> <C> <C> <C> <C>
Steven Lampert 350,000 35% $ 3.30 10/11/2001
Michael Preston 350,000 35% $ 3.30 10/11/2001
</TABLE>
- ------------------
No executive officer named in the Summary Compensation Table above exercised
stock options during the fiscal year ended December 31, 1996.
The following table sets forth for each person the fiscal year-end value of
unexercised options:
AGGREGATED OPTION EXERCISES IN
FISCAL YEAR ENDED DECEMBER 31, 1996 AND OPTION VALUES
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
SHARES NUMBER OF UNEXERCISED IN-THE-MONEY
ACQUIRED ON VALUE OPTIONS AT 12/31/96 OPTIONS AT 12/31/96(1)
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- -------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Steven Lampert 0 -- 600,000 0 $1,395,000 0
Michael Preston 0 -- 600,000 0 $1,395,000 0
</TABLE>
- ------------------
(1) The value of the Company's Common Stock for purposes of the calculation was
based upon the average of the bid and asked prices for the Common Stock on March
24, 1997 as reported by the OTC Bulletin Board, minus the exercise price.
STOCK OPTION PLAN
The Company has adopted a stock option plan (the "Stock Option Plan") for its
officers, directors, employees and consultants and has reserved a total of
2,000,000 shares of Common Stock to be issued upon exercise of options granted
under the Stock Option Plan. As of May 31, 1997, options to purchase 1,000,000
shares at an exercise price of approximately $.001 per share and options to
purchase 1,000,000 shares at an exercise price of $3.30 per share had been
granted, of which 787,000 had been exercised by such date.
29
<PAGE> 34
The Stock Option Plan will be administered by the Board. Subject to the
provisions of the Stock Option Plan, the Board will have sole discretionary
authority to interpret the Stock Option Plan and to determine the type of awards
to grant, when, if and to whom awards are granted, the number of shares covered
by each award and the terms and conditions of the award.
Options granted under the Stock Option Plan may be "incentive stock options"
("ISOs"), within the meaning of Section 422 of the U.S. Internal Revenue Code,
as amended (the "Code"), or non-qualified stock options ("NQSOs"). The exercise
price of the options will be determined by the Board when the options are
granted, subject to a minimum price in the case of ISOs equal to the fair market
value (as defined in the Stock Option Plan) of the Common Shares on the date of
grant and a minimum price in the case of NQSOs of the par value of the Common
Stock. In the discretion of the Board, the option exercise price may be paid in
cash or in Common Shares or other property having a fair market value on the
date of exercise equal to the option exercise price.
DIRECTOR COMPENSATION
Directors who are officers or employees of the Company receive no additional
compensation for service as members of the Board of Directors or committees
thereof. Directors who are not officers or employees of the Company will receive
such compensation for their services as the Board of Directors may from time to
time determine. It is anticipated that non-employee directors will receive a fee
of $500 per meeting plus expenses of attending the meeting.
EMPLOYMENT CONTRACTS
The Company has not entered into any written or formal contract with any of the
above-named executive officers.
PRINCIPAL STOCKHOLDERS
The following table sets forth certain information with respect to beneficial
ownership of the Common Stock as of May 31, 1997 by (i) each person known by
the Company to be the beneficial owner of more than five percent of the Common
Stock, (ii) each director of the Company, and (iii) all executive officers and
directors of the Company as a group. See "Management."
<TABLE>
<CAPTION>
NAME AND ADDRESS NUMBER OF SHARES
OF BENEFICIAL OWNER BENEFICIALLY OWNED PERCENTAGE OF CLASS
------------------- ------------------ -------------------
<S> <C> <C>
Steven L. Lampert............................ 1,637,065(1) 17.6%
8 Lady Godiva Way
New City, N.Y. 10956
Michael D. Preston........................... 1,704,020(2) 18.3%
8 Oak Hill Park Mews
London NW3 7LH
England
Rowland W. Day II............................ 682,320(3) 7.4%
3070 Bristol Street, Suite 650
Costa Mesa, CA 92626
Julian Levy.................................. 50,000 (4) less than 1%
Conrad Morris................................ 0 --
Business Systems Consultants, Ltd............ 1,334,798(5) 15%
P.O. Box 222
31-33 Le Pollet
St. Peter Port
Gurnsey GYI 4J6
Channel Islands
</TABLE>
30
<PAGE> 35
<TABLE>
<S> <C> <C>
All directors and officers................... 5,578,203(6) 54.5%
as a group (8 persons)
</TABLE>
- --------------------
(1) Includes 350,000 shares issuable upon the exercise of outstanding options.
(2) Includes 410,000 shares issuable upon the exercise of outstanding options.
(3) Includes approximately 111,960 shares issuable upon the exercise of
outstanding options. Also includes 216,000 of the shares issuable upon the
exercise of options held by Day, Campbell & McGill, which represents Mr. Day's
pecuniary interest in the total number of shares issuable upon exercise of
options held by Day, Campbell & McGill. Mr. Day is also a principal in the firm
of Day, Campbell & McGill, the Company's corporate counsel.
(4) Includes 50,000 shares issuable upon the exercise of outstanding options.
(5) Business Systems Consultants, Ltd. (BSC) is an investment company registered
in Liberia. BSC is beneficially owned by two adult daughters of Conrad Morris, a
director of the Company. Mr. Morris acts as an advisor to but has no beneficial
interest in BSC.
(6) Includes 1,307,960 shares issuable upon exercise of outstanding options, and
the 1,334,798 shares owned by BSC.
CERTAIN TRANSACTIONS
PARTNERSHIP TRANSACTION
Pursuant to the recapitalization on October 5, 1995, LDDI issued shares of its
Common Stock to the limited partners of LDDLP in exchange for their respective
partnership interests in LDDLP in a transaction exempt from the registration
requirements of the Securities Act. On October 6, 1995 LDD Holdings acquired all
of the outstanding shares of Common Stock of LDDI in exchange for 3,000,000
shares of the Company's Common Stock.
BANK OF NEW YORK LOAN
Pursuant to the terms of a Bridge Loan and Security Agreement (the "Loan
Agreement") dated August 25, 1994 between Wingmead Securities Ltd. ("Wingmead")
and Michael Preston, a Director and Chief Financial Officer of the Company, as
lenders, and LDDLP, Wingmead and Preston each agreed to make one loan to the
Partnership in the original aggregate principal amount of $250,000. The Wingmead
loan (the "Wingmead Loan") was made on August 25, 1994, and the Preston loan
(the "Preston Loan") was made on October 27, 1994. The Wingmead Loan was
evidenced by a secured promissory note (the "Wingmead Note"), and bore interest
at a rate per annum equal to the Prime Rate plus 2.0% . As collateral security
for the payment of such amounts, LDDLP granted to Wingmead a first floating lien
on all of its assets. In addition, pursuant to the terms of a Guaranty dated
August 25, 1994 between Wingmead and Mr. Preston, a Director and Chief Financial
Officer of the Company, Mr. Preston personally guaranteed the payment, when due,
of all amounts owed under the terms of the Loan Agreement, and as security for
such guaranty, entered into a pledge agreement with Wingmead dated August 25,
1994 whereby he pledged 466,382 ordinary shares of Sterling Publishing Group PLC
beneficially owned by him and the proceeds of any sale thereof to secure his
obligations under his guaranty. The Preston Loan was non-interest bearing and
was repaid, together with the Wingmead Loan, out of the proceeds of a loan from
The Bank of New York.
On October 28, 1994, the Company borrowed $500,000 from The Bank of New York
("BONY") pursuant to a General Loan and Security Agreement (the "BONY Note"),
which bore interest at a rate per annum equal to the Prime Rate plus .5%.
Principal and interest on the BONY Note was due on April 12, 1995. The proceeds
from the BONY Note were used to pay in full the principal amount outstanding
under the Wingmead Note and the Preston Loan. There was no cost or other effect
to the Company for such prepayment.
As collateral security for the payment of the BONY Note, the Company granted
BONY a security interest in a $500,000 certificate of deposit issued by BONY to
Wingmead which had been hypothecated to the Company by Wingmead. In addition,
pursuant to the terms of a Guaranty dated October 28, 1994 between BONY and
Steven Lampert, the Chief Executive Officer and Director of the Company, and Mr.
Preston, the Chief Financial Officer and a Director of the Company, each of
Messrs. Lampert and Preston personally guaranteed the payments, when due, of all
amounts owing by the Company to BONY, which obligation was represented by the
BONY Note.
The repayment date of the BONY Note was extended until September 30, 1995 by an
agreement entered into in April 1995 on terms substantially identical to those
of the original agreement dated October 28, 1994 and was subsequently extended
to November 8, 1996, at which time it was paid in full. In November, 1996
Wingmead entered into an agreement with the Company under which it agreed to
subscribe for 166,667 shares of the Company's Common Stock at $3.00 per share on
the repayment
31
<PAGE> 36
by the Company of the BONY Note. On November 18, 1996, Wingmead purchased
166,667 shares of the Company's Common Stock for $500,000 cash.
BRIDGE LOANS
SERIES A LOANS. Pursuant to a series of loans made on September 30, 1994, the
Company borrowed an aggregate principal amount of $177,500 from a group of seven
lenders (the "Series A Loans"). Each loan bore interest at a rate per annum
equal to the Prime Rate plus 2%, was due and payable on June 30, 1995, and was
evidenced by a secured promissory note dated as of September 30, 1994. Pursuant
to a Subordination Agreement entered into by and among LDDI, each holder of the
Series A Loans and Wingmead, each of the holders of the Series A Loans agreed
that their right to payment and security interest in the property of LDDI would
be subordinate to all indebtedness owed by LDDI to Wingmead.
The Series A Loan notes provided that any loans outstanding at the time that the
Company concluded an initial public offering or similar transaction may at the
holder's option be converted into shares of the Company's Common Stock at the
offering price together with a premium of 25% over the face value of the loan.
Loans aggregating $30,000 plus accrued interest were repaid during 1995. Holders
of the balance of the Series A Notes, aggregating $147,500, elected to convert
the amounts due to them, plus premium, into shares of the Company's Common Stock
at a price of $3.00 per share prior to December 31, 1995.
SECOND WINGMEAD LOAN. Pursuant to an agreement dated December 6, 1994, the
Company borrowed from Wingmead the sum of $200,000 (the "Second Wingmead Loan")
repayable either within ten days following an initial public offering of the
Company's stock, or, if no such offering occurred within 90 days following the
date of the agreement, in six equal installments commencing on the 120th day
following the date of the agreement. The loan, which was secured by the Loan
Agreement dated August 25, 1994 between the Company, Wingmead and Michael
Preston, and was personally guaranteed by Michael Preston and Steven Lampert,
bore interest at the rate of 20% per annum, and, in consideration for making the
Loan, the Company agreed to issue to Wingmead 20,000 shares of the Company's
Common Stock, such shares to be unregistered but to have piggy-back registration
rights in the event of a public offering of the Company's Common Stock within
twenty-four months after the date of the agreement.
In August, 1996 Michael Preston paid Wingmead a total of $229,329.86,
representing $110,000 of the Second Wingmead loan together with accrued interest
and certain fees due to Wingmead, in consideration of Wingmead's granting to Mr.
Preston the benefit of Wingmead's interest in all such amounts owing by the
Company. Wingmead had previously converted the balance of the principal due into
30,000 shares of the Company's Common Stock at the price of $3.00 per share,
prior to December 31, 1995. On November 18, 1996, the Company repaid Mr. Preston
the full amount paid by him to Wingmead for the debt owed to Wingmead by the
Company.
BUSINESS SYSTEMS CONSULTANTS LOAN. On October 30, 1993, Business Systems
Consultants Limited advanced the sum of $100,000 to the Company as an
interest-free, five-year unsecured and subordinated loan, repayable at the
obligee's request after three years. Business Systems Consultants converted this
loan into shares of the Company's Common Stock at the price of $3.00 per share
prior to December 31, 1995.
SHAREHOLDER LOANS
The Company entered into an agreement with Business Systems Consultants, Ltd.
("BSC") in March, 1996, pursuant to which BSC agreed to loan $500,000 to the
Company. The agreement provided that BSC may convert all (but not less than all
) of the loan into shares of the Company's Common Stock at a price of $3.30 per
share at any time prior to the earlier of December 31, 1996 or the date on which
the Company's Common Stock is listed for trading on NASDAQ. As consideration for
the loan, the Company agreed to issue 150,000 shares of Common Stock to BSC and
to pay BSC a fee equal to 1.5% of the first $50 million of revenues and 1% of
revenues in excess of $50 million received by the Company from the customer
billings generated by sales representatives recruited via the infomercial
produced by Guthy-Renker during the first two years any revenue is received from
such infomercial. In August, 1996, BSC elected to convert the entire amount of
the loan to equity.
The Company entered into agreements with Business Systems Consultants, Ltd.
("BSC") and Michael Preston on August 1, 1996, pursuant to which BSC and Mr.
Preston agreed to loan $350,000 and $150,000, respectively, to the Company. The
loans bore interest at the rate of 12% per annum and were repayable within 60
days after receipt of the loan proceeds. The agreements provided that the loans
may be converted into shares of the Company's Common Stock at a price of $2.50
per share. As additional consideration for the loans, the Company agreed to
issue to BSC and Mr. Preston, for each seven day period during which the loans
were outstanding, 1,250 shares of Common Stock and 535 shares of Common Stock,
respectively, but not less than 5,000 shares
32
<PAGE> 37
and 2,140 shares, respectively. In addition, if the loans were not repaid prior
to September 30, 1996, BSC and Mr. Preston have the option, exercisable at any
time within 12 months after such repayment date, to purchase, at a price of
$2.50 per share, 140,000 shares and 60,000 shares, respectively. In November
1996 BSC elected to convert the full amount of its loan into shares of the
Company's Common Stock at a price of $2.50 per share. The loan from Mr. Preston
was repaid in November 1996.
BUY OUT AGREEMENT
Pursuant to the terms of an agreement (the "Buy Out Agreement") dated April 6,
1993 by and among Steven L. Lampert ("Lampert"), Michael D. Preston ("Preston"
and collectively with Lampert, the "Buyers"), Michael Miller ("Miller"), Jeffrey
Schwartz ("Schwartz" and collectively with Miller, the "Sellers"), LDDLP, LDDI
and several inactive entities (collectively with LDDLP and LDDI, the
"Entities"), the Buyers, who are officers and directors of the Company,
purchased in equal proportions all of the interests of the Sellers in the
Entities (the "Buy Out"). At the closing of the Buy Out, the Buyers paid the
Sellers an aggregate of $500,000.
In connection with the Buy Out, LDDLP obligated itself under the Buy Out
Agreement (i) to pay the Sellers an aggregate of $250,000 for their covenants
not to compete with the business of LDDLP, (ii) to pay JAMI Marketing Services,
Inc. ("JAMI"), an affiliate of the Sellers, $303,333.34, with respect to and in
cancellation of an office facilities and equipment agreement and in
consideration of services rendered, and (iii) to pay to the Sellers an aggregate
of $80,000 with respect to their capital and current accounts with LDDLP
(collectively, the "LDDLP Obligations").
In addition, the Sellers were entitled to receive Contingent Event Payments of
up to an aggregate of $750,000 upon the occurrence of (a) the sale by either of
the Buyers of all or a majority of his interests in any Entity, (b) the sale by
any Entity of all or substantially all of its assets, or (c) the distribution
(excluding compensation payments to Lampert or Preston in amounts not exceeding
$187,500 and $150,000, respectively, per year) by any Entity of cash or property
to either of the Buyers (collectively the "Contingent Events"). The Buyers were
responsible for Contingent Event Payments, except in the case of an asset sale
by an Entity, in which case the Entity was responsible to the Sellers but the
Buyers were obligated to reimburse the Entity to the extent the net proceeds of
such sale were distributed to the Buyers.
A dispute arose with respect to the Buy Out Agreement and in February, 1996,
LDDLP and the Buyers filed a lawsuit against the Sellers seeking compensatory
and punitive damages. The Sellers subsequently filed a separate lawsuit against
LDDLP and the Buyers to exercise their rights to receive payment under the Buy
Out Agreement and to exercise their remedies under the security agreement with
respect thereto.
On September 19, 1996, the Company, the Buyers, LDDI and LDDLP entered into an
agreement (the "Settlement Agreement") with the Sellers and JAMI to settle the
pending litigation (the "Litigation"). In accordance with the terms of the
Settlement Agreement, the Company paid Sellers $500,000 in settlement of the
Litigation and as full satisfaction of all remaining obligations under the Buy
Out Agreement, including the Contingent Event Payments; the parties signed and
delivered mutual general releases; and the Litigation was dismissed with
prejudice.
COMPANY COUNSEL
The Company has granted to members of the firm of Day, Campbell & McGill, the
Company's corporate counsel, options to purchase an aggregate of 860,000 shares
of Common Stock. In addition, in connection with the Company's agreement to sell
telephone services to Kaire International, the Company agreed to pay a finder's
fee to Day, Campbell & McGill in the amount of 2.5% of the monthly revenues
collected by the Company from the sale of such telephone services during the
three-year term of its agreement with Kaire International.
RELATIONSHIP WITH ALBERDALE & CO.
Michael Preston, an officer, director and principal shareholder of the Company,
owns a 33.3% interest in Alberdale & Co., a British investment firm whose
associate company, Alberdale Partners Limited, received compensation in
connection with the sale of the Company's securities in a private placement
completed in November 1996 in which Capital Growth International, LLC acted as
the Company's placement agent.
33
<PAGE> 38
ARRANGEMENTS WITH CAPITAL GROWTH INTERNATIONAL, LLC
In August 1996, the Company entered into a Placement Agreement with Capital
Growth International, LLC ("CGI") pursuant to which the Company agreed, among
other things, (i) to use its best efforts to cause the election to the Company's
Board of Directors of a person designated by CGI and reasonably acceptable to
the Company for a period of up to three years (CGI has designated Julian Levy
who has been elected to the Board); (ii) to retain CGI as a financial advisor
for two years and to compensate CGI at the rate of $2,500 per month; and (iii)
for a period of 24 months after the completion of the private placement, to
provide CGI with the first opportunity to negotiate and the right of first
refusal with respect to any debt or equity financings the Company may undertake
during such period. In March 1997, the Company issued or agreed to issue 85,000
shares of Common Stock to CGI for investment banking services.
SELLING STOCKHOLDERS
The following table sets forth certain information with respect to the
beneficial ownership of the Company's Common Stock by the Selling Stockholders
as of May 31, 1997, and as adjusted to reflect the sale of the Shares.
<TABLE>
<CAPTION>
MAXIMUM NUMBER SHARES
NUMBER OF SHARES OF SHARES TO BE BENEFICIALLY OWNED
BENEFICIALLY OWNED SOLD PURSUANT TO AFTER OFFERING(2)
NAME PRIOR TO OFFERING(1) THIS PROSPECTUS(1) NUMBER PERCENT
- ---- -------------------- ------------------ ------ -------
<S> <C> <C> <C> <C>
P.R. Zaykowski & Co. L.P. 30,000 30,000 0 *
Robert S. London 100,500 100,500 0 *
William F. Coffin 40,000 40,000 0 *
Donald Kearns & Jean Wickersham 37,500 37,500 0 *
Art Granito 22,500 22,500 0 *
Reed Slatkin 100,000 100,000 0 *
Rex Licklider 100,000 100,000 0 *
Emily & Malcolm Fairbairn 27,500 27,500 0 *
Jeffrey Lambert IRA 12,500 12,500 0 *
Emily Fairbairn IRA 5,000 5,000 0 *
Michael Foley IRA 5,000 5,000 0 *
Mark E. Strome, Trustee FBO The
Mark E. Strome Living Trust 125,000 125,000 0 *
Malcolm Fairbairn IRA 17,500 17,500 0 *
Jose & Lillie K. Reines, Trustees
udt dated 4/25/84 FBO The Reines
Family Trust 15,000 15,000 0 *
Howard Miller 37,500 37,500 0 *
Donaldson, Lufkin & Jenrette
Securities Corporation custodian
F/B/O Donald K. Bennett,
Account #4AY964996-1 16,500 16,500 0 *
Storie Partners, L.P. 350,000 350,000 0 *
ING Bank 149,991 149,991 0 *
Kentland Holdings 25,000 25,000 0 *
Ponte Vedra Partners 100,000 100,000 0 *
First Hawaiian Bank, Trustee for
Zippy's Inc., Profit Sharing Plan 50,000 50,000 0 *
G. Tilton Gardner 12,500 12,500 0 *
Bradley N. Potter 50,000 50,000 0 *
Doran Capital Management, L.P. 25,000 25,000 0 *
Guthy-Renker Corporation 100,000 100,000 0 *
Frank Cutler 25,000 25,000 0 *
Cruttenden Roth Incorporated(3) 152,950 152,950 0 *
</TABLE>
34
<PAGE> 39
<TABLE>
<S> <C> <C> <C> <C>
</TABLE>
- ------------------
* Less than 1%
(1) Includes, with respect to the following persons, the following number of
Shares which may be acquired through the exercise of warrants and options:
Cruttenden Roth Incorporated (152,950); Guthy-Renker Corporation (50,000).
(2) Gives effect to the exercise of all of the warrants and options as to which
the underlying Shares of Common Stock are being offered hereby and the sale of
all of the Shares of Common Stock being offered by the Selling Stockholders.
(3) Cruttenden Roth Incorporated acted as placement agent for the Company in its
most recent private offering of securities and as a portion of its compensation
received an option to purchase, at an initial price of $2.00 per share, 152,950
shares of Common Stock.
PLAN OF DISTRIBUTION
The Shares will be offered and sold by the Selling Stockholders for their own
accounts. The Company will not receive any of the proceeds from the sale of the
Shares pursuant to this Prospectus. The Company has agreed to bear the expenses
of the registration of the Shares, including legal and accounting fees and such
expenses are estimated to be $35,000.
The Selling Stockholders may offer and sell the Shares from time to time in
transactions in the over-the-counter market or in negotiated transactions, at
market prices prevailing at the time of sale or at negotiated prices. The
Selling Stockholders have advised the Company that they have not entered into
any agreements, understandings or arrangements with any underwriters or
broker-dealers regarding the sale of their Shares, nor is there an underwriter
or coordinating broker acting in connection with the proposed sale of
35
<PAGE> 40
Shares by the Selling Stockholders. Sales may be made directly or to or through
broker-dealers who may receive compensation in the form of discounts,
concessions or commissions from the Selling Stockholders or the purchasers of
Shares for whom such broker-dealers may act as agent or to whom they may sell as
principal, or both (which compensation as to a particular broker-dealer may be
in excess of customary commissions).
The Selling Stockholders and any broker-dealers acting in connection with the
sale of the Shares hereunder may be deemed to be "underwriters" within the
meaning of Section 2(11) of the Act, and any commissions received by them and
any profit realized by them on the resale of Shares as principals may be deemed
underwriting compensation under the Act.
The Company has informed the Selling Stockholders that certain anti-manipulative
Rules contained in Regulation M under the Securities Exchange Act of 1934, as
amended, may apply to their sales in the market and has furnished each Selling
Stockholder with a copy of these Rules and has informed them of the need for
delivery of copies of this Prospectus.
Selling Stockholders may also use Rule 144 under the Act to sell the Shares if
they meet the criteria and conform to the requirements of such Rule.
DESCRIPTION OF SECURITIES
COMMON STOCK
The Company's Articles of Incorporation authorizes the issuance of 30,000,000
shares of Common Stock, $.001 par value, of which 8,921,380 shares were
outstanding as of May 31, 1997.
Holders of shares of Common Stock are entitled to one vote for each share on all
matters to be voted on by the shareholders. Holders of shares are not entitled
to cumulate their votes in the election of directors. Holders of shares of
Common Stock are entitled to share ratably in dividends, if any, as may be
declared from time to time by the Board of Directors in its discretion, from
funds legally available therefor. In the event of a liquidation, dissolution or
winding up of the Company, the holders of shares of Common Stock are entitled to
share pro rata all assets remaining after payment in full of all liabilities.
Holders of Common Stock have no preemptive or other subscription rights, and
there are no conversion rights or redemption or sinking fund provisions with
respect to such shares.
PREFERRED STOCK
The Company's Articles of Incorporation authorizes the issuance of 10,000,000
shares of preferred stock, $0.001 par value. The Company's Articles of
Incorporation provide that the rights, preferences, and privileges of the
preferred stock shall be determined by the Board of Directors. The Board of
Directors has not taken any action to determine the rights, preferences or
privileges of the preferred stock nor has any preferred stock been issued. There
are no present plans to issue any shares of preferred stock.
OPTIONS
As of May 31, 1997, options to purchase 1,000,000 shares of Common Stock at an
exercise price of $.001 per share and options to purchase 1,000,000 shares at an
exercise price of $3.30 per share had been granted under the Company's 1995
Stock Option Plan, 787,000 of which have been exercised. See "Management-Stock
Option Plan." In addition, there were options outstanding to purchase 2,218,000
shares of Common Stock at exercise prices ranging from $2.50 to $3.30 per share.
Under an agreement entered into in January 1997, between the Company and
National Benefits Consultants, LLC ("NBC"), a company in alliance with Deloitte
& Touche LLP, NBC has an option to purchase up to 20% of the Company's Common
Stock at exercise prices ranging from $2.50 to $3.00 per share. See "Business -
National Benefits Consultants/Deloitte & Touche." In addition, for every $666.66
of cash collected from billings for telephone services, net of taxes, generated
for the Company by representatives recruited through an infomercial produced by
Guthy-Renker, Guthy-Renker has the option to purchase, at a price of $3.00 per
share, one share of Common Stock pursuant to its amended agreement with the
Company. See "Business - Televised Marketing Programs".
WARRANTS
As of May 31, 1997, there were warrants outstanding to purchase, at any time
prior to March 31, 1999, 25,500 shares of Common Stock at an exercise price of
$3.00 per share, warrants outstanding to purchase, at any time prior to August
31, 1999, 26,460 shares of Common Stock at an exercise price of $3.30 per share,
warrants outstanding to purchase, at a price of $4.00 per share, up to
36
<PAGE> 41
461,968 shares of Common Stock at any time prior to November 18, 1998, warrants
outstanding to purchase, at a price of $3.30 per share, up to 314,160 shares of
Common Stock at any time prior to November 18, 1998, warrants outstanding to
purchase, at a price of $2.00 per share, up to 152,950 shares of Common Stock at
any time prior to March 31, 2002, and warrants outstanding to purchase, at a
price of $3.00 per share, up to 10,000 shares of Common Stock at any time prior
to April 30, 2002.
REGISTRAR AND TRANSFER AGENT
The Registrar and Transfer Agent for the Company's Common Stock is American
Securities Transfer, Inc., 938 Quail Street, Suite 101, Lakewood, Colorado
80215-5513.
LEGAL MATTERS
The validity of the Shares offered hereby will be passed upon for the Company by
Day, Campbell & McGill, 3070 Bristol Street, Suite 650, Costa Mesa, California
92626. As of the date of this Prospectus, members of the firm owned a total of
555,036 shares of the Company's Common Stock and held options to purchase an
additional 600,000 shares of the Company's Common Stock.
EXPERTS
The financial statements of the Company for the fiscal years ended December 31,
1994, 1995 and 1996 included in this Memorandum have been audited by Adelman,
Katz & Mond, LLP, independent certified public accountants, to the extent and
for the period set forth in its report included herein, and have been so
included in reliance upon the report (which notes that the Company's significant
recurring losses from operations and accumulated deficit raise substantial doubt
about the Company's ability to continue as a going concern and that the
financial statements were prepared on the assumption that the Company will
continue as a going concern and do not include any adjustments that might result
from the Company's inability to continue as a going concern) of such firm given
upon its authority as experts in accounting and auditing.
FURTHER INFORMATION
The Company has filed with the Securities and Exchange Commission
("Commission"), a Registration Statement on Form SB-2 with respect to the
securities which are offered by this Prospectus. This Prospectus omits certain
information which is contained in the Registration Statement as permitted by the
Rules and Regulations of the Commission. For further information, reference is
made to the Registration Statement including the exhibits filed therewith, which
may be examined without charge at the Washington, D.C. offices of the Commission
and copies of all or any part thereof may be obtained upon payment of the
Commission's charge for copying. The statement contained in this Prospectus as
to the contents of any contract or other document identified as exhibits in this
Prospectus are not necessarily complete, and in each instance, reference is made
to the copy of such contract or document filed as an exhibit to the Registration
Statement, each statement being qualified in any and all respects by such
reference.
37
<PAGE> 42
INDEX TO FINANCIAL STATEMENTS
Page
INDEPENDENT AUDITORS' REPORT OF ADELMAN KATZ AND MOND, LLP F-2
CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 1996 AND 1995 F-3
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED
DECEMBER 31, 1996, 1995 AND 1994 F-4
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY FOR THE YEARS
ENDED DECEMBER 31, 1996, 1995 AND 1994 F-5
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED
DECEMBER 31, 1996, 1995 AND 1994 F-6
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS F-7
CONSOLIDATED FINANCIAL STATEMENTS AS OF MARCH 31, 1997
(UNAUDITED) AND MARCH 31, 1996 (UNAUDITED)
CONSOLIDATED BALANCE SHEETS AS OF MARCH 31, 1997 (UNAUDITED)
AND DECEMBER 31, 1996 F-18
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS
ENDED MARCH 31, 1997 (UNAUDITED) AND MARCH 31, 1996 (UNAUDITED) F-19
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED
MARCH 31, 1997 (UNAUDITED) AND MARCH 31, 1996 (UNAUDITED) F-20
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS
ENDED MARCH 31, 1997 (UNAUDITED) AND MARCH 31, 1996 (UNAUDITED) F-21
F-1
<PAGE> 43
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders
Long Distance Direct Holdings, Inc.
We have audited the accompanying consolidated balance sheets of Long Distance
Direct Holdings, Inc. and Subsidiaries as of December 31, 1996 and 1995, and the
related consolidated statements of operations, stockholders' equity and cash
flows for each of the three years in the period ended December 31, 1996. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Long Distance Direct
Holdings, Inc. and Subsidiaries as of December 31, 1996 and 1995, and the result
of its operations and its cash flows for each of the three years in the period
ended December 31, 1996 in conformity with generally accepted accounting
principles.
The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 3 to the
consolidated financial statements, the Company has experienced significant
recurring losses from operations and has an accumulated deficit, both of which
raise substantial doubt about its ability to continue as a going concern.
Management's plans in regard to these matters are also described in Note 3. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
As discussed in Note 5, the Company did not meet certain minimum purchase
requirements with it's primary supplier. The supplier has agreed to waive such
commitments under certain conditions.
New York, N.Y.
March 21, 1997
F-2
<PAGE> 44
LONG DISTANCE DIRECT HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS
<TABLE>
<CAPTION>
DECEMBER 31,
1996 1995
----------- -----------
<S> <C> <C>
CURRENT ASSETS
Cash $ 962,471 $ 207,666
Accounts receivable (net of allowance for doubtful accounts)
(Notes 2 and 5) 1,125,986 1,103,903
Loans receivable - officers (Note 10) 260,735 -0-
Other current assets 924,431 93,229
----------- -----------
Total Current Assets 3,273,623 1,404,798
----------- -----------
PROPERTY AND EQUIPMENT
Furniture and equipment 156,926 54,856
Computer equipment and software 257,108 196,764
Leasehold improvements 91,720 38,720
----------- -----------
505,754 290,340
Less: accumulated depreciation 193,576 129,203
----------- -----------
312,178 161,137
OTHER ASSETS 129,623 61,790
----------- -----------
$ 3,715,424 $ 1,627,725
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Notes payable - current (Note 6) $-0- $ 1,165,000
Accounts payable 1,453,796 2,370,081
Accrued expenses 353,681 577,576
Sales and excise taxes payable (Note 5) 490,716 703,143
Loans payable - officers (Note 10) -0- 74,244
----------- -----------
Total Current Liabilities 2,298,193 4,890,044
----------- -----------
COMMITMENTS AND CONTINGENT LIABILITIES (Note 5)
STOCKHOLDERS' EQUITY
Common stock - par value $.001 per share;
authorized 30,000,000 shares 6,598 3,798
Additional paid in capital 8,477,420 1,429,434
Accumulated deficit (7,066,787) (4,665,551)
----------- -----------
1,417,231 (3,232,319)
Less: Subscriptions receivable -0- (30,000)
----------- -----------
Total Stockholders' Equity 1,417,231 (3,262,319)
----------- -----------
$ 3,715,424 $ 1,627,725
=========== ===========
</TABLE>
See notes to consolidated financial statements.
F-3
<PAGE> 45
LONG DISTANCE DIRECT HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31,
<TABLE>
<CAPTION>
1996 1995 1994
----------- ----------- -----------
<S> <C> <C> <C>
REVENUES $ 5,319,923 $ 8,363,949 $ 9,527,497
CUSTOMER REBATES AND REFUNDS 9,686 377,547 444,998
----------- ----------- -----------
NET REVENUES 5,310,237 7,986,402 9,082,499
COST OF SERVICES 3,650,162 5,862,665 6,257,686
----------- ----------- -----------
Gross Profit 1,660,075 2,123,737 2,824,813
----------- ----------- -----------
OPERATING EXPENSES
Sales and marketing 379,670 519,411 1,322,546
General and administrative 2,941,725 2,700,451 2,554,503
----------- ----------- -----------
Total Operating Expenses 3,321,395 3,219,862 3,877,049
----------- ----------- -----------
LOSS FROM OPERATIONS (1,661,320) (1,096,125) (1,052,236)
----------- ----------- -----------
OTHER EXPENSES (INCOME)
Interest expense 748,711 375,820 173,996
Interest income (8,795) (4,594) (5,515)
Failed IPO costs -0- 407,572 -0-
----------- ----------- -----------
Total Other Expenses (Income) 739,916 778,798 168,481
----------- ----------- -----------
NET LOSS ($2,401,236) ($1,874,923) ($1,220,717)
=========== =========== ===========
NET LOSS PER SHARE ($ .54) ($ .55) ($ .36)
=========== =========== ===========
</TABLE>
See notes to consolidated financial statements.
F-4
<PAGE> 46
LONG DISTANCE DIRECT HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
YEARS ENDED DECEMBER 31, 1996, 1995 and 1994
<TABLE>
<CAPTION>
Common Stock Additional Paid Accumulated
Shares Amount in Capital Deficit
--------- ------ ----------- -----------
<S> <C> <C> <C> <C>
Balance - December 31, 1993 3,400,000 $3,400 $ 611,728 ($1,569,911)
Net loss - December 31, 1994 -- -- -- (1,220,717)
--------- ------ ----------- -----------
Balance - December 31, 1994 3,400,000 3,400 611,728 (2,790,628)
Accrual of expenses, payable in stock,
in connection with reverse acquisition -- -- (69,000) --
Par value assigned to shares of common
stock issued in private placement, net
of expenses of $306,397 397,835 398 886,706 --
Net loss - December 31, 1995 -- -- -- (1,874,923)
--------- ------ ----------- -----------
Balance - December 31, 1995 3,797,835 3,798 1,429,434 (4,665,551)
Par value assigned to shares of common
stock issued, net of expenses of
$1,078,050 2,799,991 2,800 7,047,986 --
Net loss - December 31, 1996 -- -- -- (2,401,236)
--------- ------ ----------- -----------
Balance - December 31, 1996 6,597,826 $6,598 $ 8,477,420 ($7,066,787)
========= ====== =========== ===========
</TABLE>
See notes to consolidated financial statements.
F-5
<PAGE> 47
LONG DISTANCE DIRECT HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31,
<TABLE>
<CAPTION>
1996 1995 1994
----------- ----------- -----------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss ($2,401,236) ($1,874,923) ($1,220,717)
----------- ----------- -----------
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 64,372 54,580 45,905
Amortization of note discount -0- 116,000 52,000
Imputed interest on personal guarantee -0- -0- 2,000
Financing and other expenses 584,263 49,793 -0-
Provision for doubtful accounts 222,754 310,953 325,634
Forgiveness of interest on partnership buy-out (55,000) -0- -0-
Changes in assets and liabilities:
(Increase) decrease in accounts receivable (244,837) 539,720 (1,388,937)
(Increase) decrease in other current assets (674,952) 252,718 (282,718)
(Increase) decrease in other assets (67,833) 260,827 (302,013)
Increase (decrease) in accounts payable (884,878) 223,398 1,174,456
Increase (decrease) in accrued expenses 154,893 (74,946) 304,874
Increase (decrease) in sales and excise taxes payable (212,427) (40,530) 282,030
----------- ----------- -----------
Total Adjustments to Net Loss (1,423,431) 1,692,513 213,231
----------- ----------- -----------
Net Cash Used in Operating Activities (3,824,667) (182,410) (1,007,486)
----------- ----------- -----------
CASH FLOWS USED IN INVESTING ACTIVITIES
Acquisition of property and equipment (215,414) (38,907) (72,284)
----------- ----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds (payment) of notes payable (500,000) (155,000) 935,298
Proceeds (payment) of related party loans (319,979) (112,076) 106,602
Proceeds from private placements 6,692,915 776,209 -0-
Payment of private placement costs (1,078,050) (132,165) -0-
----------- ----------- -----------
Net Cash Provided by Financing Activities 4,794,886 376,968 1,041,900
----------- ----------- -----------
NET INCREASE (DECREASE) IN CASH 754,805 155,651 (37,870)
CASH - Beginning of year 207,666 52,015 89,885
----------- ----------- -----------
CASH - End of year $ 962,471 $ 207,666 $ 52,015
=========== =========== ===========
</TABLE>
See notes to consolidated financial statements.
F-6
<PAGE> 48
LONG DISTANCE DIRECT HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1996 AND 1995
1. ORGANIZATION AND BUSINESS
The consolidated financial statements consist of the accounts of Long
Distance Direct Holdings, Inc. ("LDDH") and its wholly owned subsidiaries,
as follows: Long Distance Direct, Inc. ("LDDI") and Long Distance Direct
Marketing, Inc. ("LDDM") referred to collectively as the "Company".
All significant intercompany balances and transactions have been eliminated
in consolidation.
LDDH, which was formerly known as Golden Ark, Inc. was inactive until
October 6, 1995, when it acquired all of the outstanding stock of LDDI in
exchange for 3,000,000 shares of LDDH and LDDI became a wholly owned
subsidiary of LDDH. LDDI is a New York corporation which was formed in 1991
for the purpose of acting as the general partner of Long Distance Direct
L.P. ("LDDLP"), a New York limited partnership formed at the same time for
the purpose of carrying on the business of a non-facilities based re-seller
of long-distance telephone services. On October 5, 1995, LDDI acquired all
of the partnership interests of LDDLP in exchange for 3,218,821 shares of
common stock of LDDI. This transaction was accounted for as a change in form
of organization. Prior to its acquisition of LDDI, Golden Ark, Inc. effected
a 1 for 1.4700477 forward split of its common stock. After its acquisition
of LDDI, Golden Ark, Inc. changed its name to Long Distance Direct Holdings,
Inc.
For accounting purposes, the acquisition of the common stock of LDDI has
been treated as a recapitalization of LDDI with LDDI as the acquirer
(reverse acquisition). Stockholders' equity and loss per share data has
been restated to give retroactive recognition to the recapitalization.
The consolidated financial statements include the combined activities of
LDDI and LDDLP for the year ended December 31, 1994 and for the period from
January 1, 1995 through October 5, 1995. Therefore no pro-forma data has
been presented.
The Company is a non-facilities based reseller of outbound and inbound
long-distance telephone, teleconferencing, cellular long-distance and
calling card services to commercial customers. All of the services sold by
the Company through December 31, 1995 were provided by AT&T. The Company
commenced operations with MCI during 1996. The Company signs up customers
and provisions them onto the networks of AT&T and MCI, which provide the
actual transmission of service. The Company does not own or lease any
telephone equipment or participate in the call completion process.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Allowance for Doubtful Accounts
Accounts receivable are net of allowance for doubtful accounts of $318,976
and $163,149 as of December 31, 1996 and 1995, respectively. The Company
estimates an allowance based upon various factors, including credit risk and
industry standards.
F-7
<PAGE> 49
LONG DISTANCE DIRECT HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
DECEMBER 31, 1996 AND 1995
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Revenues, Collections and Cost Recognition
Revenues are recognized as service is provided to the Company's customers.
Through December 31, 1995, the Company operated under a billing service
agreement with an affiliate of AT&T. Under the agreement, AT&T's affiliate
provided billing services on behalf of the Company. Subsequent to December
31, 1995, the Company contracted with another billing company to provide
billing services. The Company's customers make payments directly to the
Company through a lock-box account. Costs are recognized based on monthly
network usage billings received from AT&T and MCI.
Accounting Estimates
The preparation of consolidated financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect reported amounts of assets,
liabilities, income and expenses and disclosures of contingencies.
Future events could alter such estimates in the near term.
Property and Equipment
Property and equipment are stated at cost. Depreciation of furniture and
computer equipment is provided using the straight-line method for financial
reporting purposes based on their estimated useful lives. Depreciation of
leasehold improvements is provided using the straight-line method for
financial reporting purposes based on their estimated useful lives or the
life of the lease, whichever is shorter. Depreciation and amortization
expense was $64,372, $54,580 and $45,905 for the years ended December 31,
1996, 1995, and 1994, respectively.
Initial Public Offering Costs
The Company incurred costs of approximately $407,000 in connection with an
initial public offering which was not successfully completed in 1995. As a
result, all such costs were charged to expense for the year ended December
31, 1995.
Private Placement Costs
Costs incurred in connection with private placements of common stock are
recorded as a reduction in additional paid in capital.
MCI Usage Credit
During 1996, the Company received service credits from MCI, in amounts not
to exceed $1,000,000, due to MCI's inability to provide service under the
original contract with MCI (Note 5). Such credit is applicable to the
Company's current usage. Credits in the amount of $208,000 are recorded as
a reduction in actual network charges incurred during 1996.
F-8
<PAGE> 50
LONG DISTANCE DIRECT HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
DECEMBER 31, 1996 AND 1995
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Weighted Average of Common Shares
Earnings per share are based on the weighted average number of shares
outstanding (4,467,972 in 1996, 3,416,577 in 1995 and 3,400,000 in 1994).
The assumed exercise of stock options and warrants are anti-dilutive and
therefore is not considered a common stock equivalent.
Direct-Response Advertising
The costs of direct-response advertising are capitalized and amortized over
the period during which future benefits are expected to be received.
Concentrations of Risk
AT&T and MCI are currently the sole providers of the long distance
telecommunications services that the Company resells to it's customers. The
future business of the Company is currently entirely dependent upon the use
of the AT&T and MCI networks. Changes in tariffs, regulations, or policies
by AT&T and MCI, or the Company's failure to maintain or renew, or a
termination of, such agreements would materially adversely affect the
Company's financial condition and could result in a cessation of operations
by the Company.
The Company's customers are commercial businesses and are not concentrated
in any particular geographic area of the United States.
Preferred Stock
The Company's Articles of Incorporation authorizes the issuance of
10,000,000 shares of preferred stock, $0.001 par value and provide that the
rights, preferences and privileges, of the preferred stock shall be
determined by the Board of Directors. The Board of Directors has not taken
any action to determine the rights, preferences or privileges of the
preferred stock nor has any preferred stock been issued. There are no
present plans to issue any shares of preferred stock.
3. BASIS OF PRESENTATION
The accompanying financial statements have been prepared in accordance with
generally accepted accounting principles, which contemplate continuation of
the Company as a going concern. The Company has sustained losses since
inception and as a result has experienced deficiencies in cash flows from
operations and has an accumulated deficit of $7,066,787 at December 31,
1996.
F-9
<PAGE> 51
LONG DISTANCE DIRECT HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
DECEMBER 31, 1996 AND 1995
3. BASIS OF PRESENTATION (continued)
The financial statements do not include any adjustments relating to the
recoverability and classification of recorded asset amounts and
classification of liabilities that might be necessary should the Company be
unable to continue in existence.
Management is taking the following steps to revise its operating results and
financial position, which it believes will be sufficient to provide the
Company with the ability to continue in existence:
- Increased sales volume through sub-contracted telemarketing and direct
mail activities and establishment of an in-house telemarketing facility.
- Private placement in early 1997.
- Televised marketing program to recruit additional independent sales
representatives.
- Strategic alliances for multi-level and other concentrated marketing
programs.
4. PRIVATE PLACEMENTS
The Company sold approximately 1,899,000 shares of common stock through
private placements during November and December of 1995 and throughout the
year ended December 31, 1996, at prices ranging from $2.50 per share to
$3.30 per share.
5. COMMITMENTS AND CONTINGENT LIABILITIES
Contract Tariffs with AT&T - Minimum Commitments
Effective September 1, 1995, the Company entered into an individually
negotiated contract for a fixed term of four years with a one year extension
at the Company's option. The agreement called for minimum purchase
commitments of $2,400,000 on a semi-annual basis and $4,800,000 on an annual
basis. The agreement also required minimum purchases with respect to new
business usage of $240,000 on a semi-annual basis and $480,000 on an annual
basis.
In February 1997, the Company signed a four-year agreement with AT&T,
effective March 1, 1997, that superseded the contract dated September 1,
1995. The Company's minimum quarterly purchase commitment is $1,200,000 in
years one to three and increases to $1,475,000 in the fourth year. Failure
to achieve the minimum will require payment of the amount of the shortfall.
The agreement is not renewable.
Contingent Liability to AT&T - Failure to Meet Minimum Purchase Obligations
As discussed above, the previous agreement with AT&T called for certain
minimum usage by the Company. The Company did not meet such minimum usage
requirements. The shortfall (the difference between actual usage and the
minimum requirement) asserted by AT&T was
F-10
<PAGE> 52
LONG DISTANCE DIRECT HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
DECEMBER 31, 1996 AND 1995
5. COMMITMENTS AND CONTINGENT LIABILITIES (continued)
Contingent Liability to AT&T - Failure to Meet Minimum Purchase Obligations
(continued)
approximately $2,300,000, of which approximately $965,000 was billed as of
December 31, 1996, with the balance to be billed. On February 6, 1997, the
Company entered into a release and settlement agreement with AT&T whereby
the Company will be released from the entire $2,300,000 obligation subject
to certain conditions, which include payment by the Company of a total of
$320,000 (the amount of the Company's obligations as of November 1, 1996,
excluding the shortfall) over a six (6) month period starting January 1,
1997. The Company has made payments of $180,000 toward this balance Also,
the Company is required to be current on all of its future invoices for
ongoing service. Upon full payment of this amount, AT&T will credit the
Company's account for the full amount of the shortfall. The Company's
obligations under the release agreement are secured by a lien on it's
accounts and accounts receivable. The Company's failure to make any and
all payments on a timely basis would constitute a default under the
settlement agreement and could result in termination of service by AT&T.
These financial statements do not include a provision for the shortfall
amount.
Billing Disputes
For December 1996, the Company was billed approximately $570,000 by AT&T for
certain usage by an unauthorized user of a phone card issued by the Company.
The Company has taken the position that its documentary material with
AT&T relating to credit card fraud demonstrates that its liability for
fraudulent use is limited to $500.00. AT&T has notified the Company that
it is their position that the Company is responsible for the full amount of
the charges. The outcome of this issue is uncertain and the effect of this
dispute, if any, on the Company's current obligations as set forth in the
aforementioned settlement agreement, has not been determined. Accordingly,
these financial statements do not contain a provision for this liability.
Carrier Agreement with MCI - Minimum Commitments
On March 1, 1996, the Company entered into an agreement with MCI under which
the Company is authorized to resell various MCI services. This agreement
superseded a prior agreement dated August 1, 1995 under which MCI was unable
to provide service.
In September of 1996, the Company signed an amendment to its contract with
MCI which extends the initial ramp period and consequently, the term of the
original contract. The amended contract affords the Company an eighteen (18)
month ramp period followed by a thirty (30) month service period. During the
first eight months of the ramp period, the Company has no minimum purchase
obligations. During the ninth through twelfth months, the Company is obliged
to purchase $250,000 of services per month; during the thirteenth through
fifteenth month $500,000; during the sixteenth through eighteenth month,
$750,000; and during
F-11
<PAGE> 53
LONG DISTANCE DIRECT HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
DECEMBER 31, 1996 AND 1995
5. COMMITMENTS AND CONTINGENT LIABILITIES (continued)
Carrier Agreement with MCI - Minimum Commitments (continued)
the thirty month service period, $1,000,000 per month. In the event that the
Company fails to meet its minimum purchase requirements, it must pay MCI
fifteen (15) percent of the difference between the amount used and the
respective minimum monthly requirement.
In consideration of its inability to provide service under the August 1995
contract prior to December 31, 1995, MCI agreed to compensate the Company in
the form of a service credit in an amount not to exceed $1,000,000, to be
applied against its initial usage under the 1996 contract.
Joint Venture Agreement
The Company has entered into a joint venture agreement with a leading
television production company to launch a marketing program based on
broadcast media. The Company expended approximately $500,000 during 1996 for
production and origination costs, with all media expenditures being borne by
its joint venture partner. All such costs have been capitalized and will be
amortized over the estimated useful life, starting in 1997.
Installment Obligation - New York State Taxes
The State of New York Department of Taxation & Finance has filed two
separate warrants against the Company evidencing judgment liens for
uncontested tax liabilities. The Company has negotiated a payment plan with
the State of New York. The Company is making the required payments under the
plan and the warrants will be released when all required payments have been
made.
Installment Obligation - Federal Excise Taxes
During 1993, 1994 and the first quarter of 1995, the Company did not remit
payments for Federal excise taxes which were due to the Internal Revenue
Service. The Company entered into an installment agreement with the Internal
Revenue Service for the payment of such taxes. The agreement required
monthly payments of $34,000 until the total liability, including taxes and
interest had been satisfied. Penalties were waived by the Internal Revenue
Service. The Internal Revenue Service has filed a tax lien in connection
with this obligation, which will be released upon the satisfaction of all
amounts due under the agreement. As of September 1996, the Company had made
all of its payments under the payment plan. As of December 31, 1996, the
Company was awaiting a final determination from the Internal Revenue
Service as to the satisfaction of its liability under this agreement.
F-12
<PAGE> 54
LONG DISTANCE DIRECT HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
DECEMBER 31, 1996 AND 1995
5. COMMITMENTS AND CONTINGENT LIABILITIES (continued)
Leases
The Company conducts its operations in leased facilities under a
noncancellable operating lease expiring in 2000. The Company also leases
automobiles and equipment under noncancellable operating leases expiring in
2001. The minimum rental commitments under operating leases are as follows:
<TABLE>
<CAPTION>
Year ending December 31,
<S> <C>
1997 $285,924
1998 270,177
1999 215,060
2000 198,224
2001 3,416
--------
Total Minimum Payments Required $972,801
========
</TABLE>
Rent expense charged to operations was $91,688, $100,975 and $98,868 for the
years ended December 31, 1996, 1995 and 1994, respectively.
6. NOTES PAYABLE
Notes payable consist of the following:
<TABLE>
<CAPTION>
December 31, 1995
-----------------
<S> <C>
Note payable to Bank of New York (a) $ 500,000
Notes payable to two former partners, issued in
connection with Partnership buy-out (b) 555,000
Note payable, bearing interest at 20%, payable
in six (6) equal monthly installments (c) 110,000
----------
1,165,000
Less: current portion 1,165,000
----------
$ -0-
==========
</TABLE>
F-13
<PAGE> 55
LONG DISTANCE DIRECT HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
DECEMBER 31, 1996 AND 1995
6. NOTES PAYABLE (continued)
(a) Note Payable - Bank
On October 28, 1994, the Company borrowed $500,000 from the Bank of New
York, pursuant to a General Loan Security Agreement, with interest
payable monthly at a rate equal to the prime rate plus one-half (1/2)
percent. The loan was secured by a $500,000 certificate of deposit
which was issued by the bank to a shareholder of the Company. The
shareholder entered into an agreement with the Company under which it
agreed to subscribe to 166,667 shares of the Company's common stock at
$3.00 per share. On November 18, 1996, the stockholder purchased
166,667 shares for $500,000 and, on the same date, the bank loan was
repaid in full.
(b) Notes Payable - Partnership Buy-Out Agreement
On April 6, 1993, certain officers and LDDI entered into a buy-out
agreement to purchase the interests of two (2) partners in LDDLP.
A dispute arose with respect to the agreement, and on September 20,
1996 the parties entered into an agreement to settle pending
litigation. In accordance with the terms of the settlement, the Company
paid the sellers $500,000 in settlement of the litigation and as full
satisfaction of all remaining obligations under the buy-out agreement.
As a result of the settlement, the Company recorded cancellation of
indebtedness income of approximately $108,000.
(c) Note Payable - Other
Pursuant to a loan made on December 6, 1994, the Company borrowed an
aggregate principal amount of $200,000 from one lender. The note was
evidenced by a promissory note, was payable in six (6) equal monthly
installments starting April 6, 1995, and bore interest at a rate of 20%
per annum. The notes were personally guaranteed by certain officers of
the Company. Prior to December 31, 1995 the lender converted $90,000 of
principal into shares of the Company's common stock at a price of $3.00
per share. In August 1996, an officer and shareholder of the Company
paid the lender $229,330, representing the unpaid principal of
$110,000, and accrued interest and fees of $119,330, in consideration
of the lender granting the shareholder the benefit of the lender's
interest in all such amounts owed by the Company.
F-14
<PAGE> 56
LONG DISTANCE DIRECT HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
DECEMBER 31, 1996 AND 1995
7. STOCK OPTION PLAN
During 1995, the Company adopted the 1995 Stock Option Plan (the "Stock
Option Plan"), pursuant to which key employees of the Company who have been
selected as participants are eligible to receive awards of options to
purchase common shares.
Options granted under the Stock Option Plan may be Incentive Stock Options
("ISOs"), within the meaning of Section 422 of the U.S. Internal Revenue
Code, as amended (the "Code"), or non-qualified stock options ("NQSOs"). The
exercise price of the options will be determined by the Committee when the
options are granted, subject to a minimum price in the case of ISOs of the
fair market value (as defined in the Stock Option Plan) of the common shares
on the date of grant and a minimum price in the case of NQSOs of the par
value of the common shares. In the discretion of the Committee, the option
exercise price may be paid in cash or in common shares or other property
having fair market value on the date of exercise equal to the option
exercise price, or by delivering to the Company an amount of sale or loan
proceeds sufficient to pay the exercise price.
A summary of stock option activity for the years ended December 31, 1996 and
1995 is as follows:
<TABLE>
<CAPTION>
Number of Option Price
Options Per Share
--------- ------------
<S> <C> <C>
Granted 1,000,000 $ .001
Exercised -0-
Cancelled -0-
Outstanding, December 31, 1995 1,000,000 $
Granted 1,000,000 $3.30
Exercised 10,000 .001
Cancelled -0-
Outstanding, December 31, 1996 1,990,000
</TABLE>
Subsequent to December 31, 1996, options to purchase 270,000 shares of
common stock were exercised at $.001 per share. In addition to the options
issued under the Stock Option Plan, the Company granted an additional
105,000 options to purchase shares to certain parties.
8. INCOME TAXES
For the period from January 1, 1993 through October 5, 1995, LDDLP operated
as a limited partnership for Federal and State income tax purposes.
Accordingly, all of the partners were required to report their share of the
Company's loss on their respective Federal and State income tax returns.
At December 31, 1996, the Company had net operating loss carryforwards for
financial and U.S. Federal income tax purposes of approximately $7,000,000,
which are available to offset
F-15
<PAGE> 57
LONG DISTANCE DIRECT HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
DECEMBER 31, 1996 AND 1995
8. INCOME TAXES (continued)
future taxable income and begin to expire in the year 2007. The utilization
of such losses against future profits may be limited, dependent on ownership
changes in the Company.
Deferred taxes have not been recorded as the temporary differences,
consisting primarily of differences related to the method of recognizing
bad debts and depreciation, are not considered material by management.
9. SUPPLEMENTAL DISCLOSURE OF CASH FLOWS
<TABLE>
<CAPTION>
1996 1995 1994
-------- -------- ------
<S> <C> <C> <C>
Cash paid during the year for interest $ 119,588 $ 55,151 $3,719
Private placement costs accrued -0- 174,232 -0-
Conversions of debt to equity 1,350,000 337,500 -0-
Financing and other expenses paid in stock 584,263 -0- -0-
Liabilities paid in stock 100,407 -0- -0-
Assets acquired for stock 156,250 -0- -0-
</TABLE>
10. RELATED PARTY TRANSACTIONS
Officers Loans
Loans receivable from officers includes amounts paid to officers who are
principal owners of the Company. Such amounts are non-interest bearing and
have no specific terms regarding repayment. Officers loans are shown net
of accrued compensation of $180,000 to such officers.
As of December 31, 1995, loans payable to officers are non-interest bearing
and have no specific terms regarding repayment.
Shareholder Loans
In March 1996, the Company entered into an agreement with a shareholder of
the Company, pursuant to which the shareholder agreed to loan $500,000 to
the Company. The agreement provided that the shareholder may convert all
(but not less than all) of the loan into shares of the Company's common
stock at a price of $3.30 per share at any time prior to the earlier of
December 31, 1996 or the date on which the Company's common stock is listed
for trading on NASDAQ. As consideration for the loan, the Company agreed to
issue 150,000 shares of
F-16
<PAGE> 58
LONG DISTANCE DIRECT HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
DECEMBER 31, 1996 AND 1995
10. RELATED PARTY TRANSACTIONS (continued)
Shareholder Loans (continued)
common stock to the shareholder, which is recorded as interest expense in
the amount of $495,000 in 1996, and to pay the shareholder a fee equal to
1.5% of the first $50 million of revenues and 1% of revenues in excess of
$50 million received by the Company from the customer billings generated by
sales representatives recruited via the 1997 infomercial during the first
two (2) years any revenue is received from such infomercial. In September
1996, the shareholder converted the entire amount of the loan into 151,515
shares of common stock.
The Company entered into agreements with two (2) shareholders on August 1,
1996, pursuant to which the shareholders agreed to loan $350,000 and
$150,000, respectively, to the Company. The loans bear interest at the rate
of 12% per annum and are repayable within 60 days after receipt of the loan
proceeds. The agreements provided that the loans were convertible into
shares of the Company's common stock at a price of $2.50 per share. As
additional consideration for the loans, the Company issued 23,205 shares of
common stock, which is recorded as interest expense in the amount of $58,000
in 1996. The loan in the amount of $350,000 was converted into 140,000
shares of common stock. The loan in the amount of $150,000 was repaid prior
to December 31, 1996.
PLACEMENT FEES
An officer, director and principal shareholder of the Company has a 33.3%
interest in an investment firm whose affiliate received fees in connection
with the sale of the Company's securities in a private placement.
11. OUTSTANDING WARRANTS
At December 31, 1996, the Company had outstanding warrants to purchase
828,088 shares of the Company's common stock at prices ranging from $3.00
to $4.00 per share. The warrants become exercisable at various dates through
1999.
12. 401(k) PLAN
The Company maintains a 401(k) plan that covers all eligible employees.
The Company matches a percentage of employee contributions, up to a set
percentage of compensation, as stated in the plan.
F-17
<PAGE> 59
LONG DISTANCE DIRECT HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
31-Mar
------
1997 December 31,
---- ------------
ASSETS (unaudited) 1996
- ------ ----------- ----
<S> <C> <C>
CURRENT ASSETS
Cash $ 1,673,493 $ 962,471
Accounts receivable (net of allowance for
doubtful accounts of $357,602 and $318,976 respectively) 2,477,948 1,125,986
Other current assets 837,929 924,431
------------ -----------
Total Current Assets 4,989,370 3,012,888
------------ -----------
PROPERTY AND EQUIPMENT
Furniture and equipment 162,756 156,926
Computer equipment and software 349,558 257,108
Leasehold improvements 104,078 91,720
------------ -----------
616,392 505,754
Less: accumulated depreciation 222,771 193,576
------------ -----------
393,621 312,178
------------ -----------
Other Assets 207,000 129,623
Officers' Loans 136,745 260,735
5,726,736 3,715,424
============ ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable 2,442,093 1,453,796
Accrued expenses 201,494 353,681
Sales and excise taxes payable 484,797 490,716
------------ -----------
Total Current Liabilities 3,128,384 2,298,193
------------ -----------
COMMITMENTS AND CONTINGENT LIABILITIES
STOCKHOLDERS' EQUITY
Common stock - par value $.001 per share;
authorized 30,000,000 shares; issued
and outstanding 8,070,318 shares 8,070 6,598
Additional paid in capital 10,103,582 8,477,420
Accumulated deficit (7,513,300) (7,066,787)
------------ -----------
Total Stockholders' Equity 2,598,352 1,417,231
------------ -----------
$ 5,726,736 $ 3,715,424
============ ===========
</TABLE>
See notes to Consolidated Financial Statements
F-18
<PAGE> 60
LONG DISTANCE DIRECT HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Three Months
Ended 3/31/97 Ended 3/31/96
------------- -------------
<S> <C> <C>
REVENUES $ 2,097,202 $ 1,798,093
CUSTOMER REBATES AND REFUNDS 1,204 3,784
----------- -----------
NET REVENUES 2,095,998 1,794,309
COST OF SERVICES 1,542,722 1,115,081
----------- -----------
Gross Profit 553,276 679,228
----------- -----------
OPERATING EXPENSES
Sales and marketing 71,819 158,151
General and administrative 926,803 687,472
----------- -----------
Total Operating Expenses 998,622 845,623
----------- -----------
LOSS FROM OPERATIONS (445,346) (166,395)
OTHER EXPENSES (INCOME)
Interest expense 1,164 31,688
Interest income -- (1,032)
----------- -----------
Total Other Expenses (Income) 1,164 30,656
----------- -----------
NET LOSS ($ 446,510) ($ 197,051)
=========== ===========
NET LOSS PER SHARE (0.09) (0.05)
</TABLE>
F-19
<PAGE> 61
LONG DISTANCE DIRECT HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
31-MAR-97 31-MAR-96
--------- ---------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss ($446,510) ($197,051)
Adjustments to reconcile net loss to
net cash used in operating activities:
Depreciation and amortization 31,187 15,080
Amortization of note discount
Imputed interest on personal guarantee
Financing expenses
Provision for doubtful accounts 58,311 63,013
Changes in assets and liabilities:
(Increase) decrease in accounts receivable (1,410,088) (653,451)
(Increase) decrease in other current assets 84,509 (33,998)
(Increase) decrease in other assets (77,378) (20,503)
Increase in accounts payable 988,297 688,136
Increase (decrease) in accrued expenses (152,187) 61,026
Increase (decrease) in sales and excise taxes payable (5,919) (144,690)
---------- ----------
Total Adjustment to Net Loss (483,268) (25,387)
---------- ----------
Net Cash Used in Operating Activities (929,778) (222,438)
---------- ----------
CASH FLOWS USED IN INVESTING ACTIVITIES
Acquisition of property and equipment (110,639) (15,551)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds (payment) of notes payable -- 80,199
Proceeds (payment) of related party loans 123,990 (120,667)
Proceeds from private placement 1,627,449 156,000
---------- ----------
Net Cash Provided by Financing Activities 1,751,439 115,532
---------- ----------
NET INCREASE (DECREASE) IN CASH 711,022 (122,457)
---------- ----------
CASH-Beginning of Period 962,471 207,666
CASH-End of Period $1,673,493 $ 85,209
</TABLE>
F-20
<PAGE> 62
LONG DISTANCE DIRECT HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In the opinion of management, the accompanying unaudited financial statements
contain all adjustments necessary to present fairly the Company's position as
of March 31, 1997 and December 31, 1996 and results of its operations and cash
flows for the three month periods ending March 31, 1997 and March 30, 1996.
The accounting policies followed by the Company are set forth in Note 2 to the
Company's financial statements in the Form 10KSB for the period ending
December 31, 1996.
SUBSEQUENT EVENTS -- COMPLETION OF PRIVATE OFFERING
On April 17, 1997, the Company closed a private offering of its Common Stock
pursuant to which the Company received a total of $2,600,000, net of certain
offering costs and expenses. Of this amount, $1,800,000 was received prior to
March 31, 1997 and the balance of $800,000 was received on April 17, 1997. The
pro-forma consolidated balance sheet as at March 31, 1997 set forth below has
been prepared to give effect to the receipt of the balance of such net offering
proceeds after March 31, 1997 without taking into account any other changes
after March 31, 1997.
LONG DISTANCE DIRECT HOLDINGS, INC.
CONSOLIDATED BALANCE SHEET
(UNAUDITED)
<TABLE>
<CAPTION>
PRO FORMA
---------
3/31/97
-------
ASSETS
- ------
<S> <C>
CURRENT ASSETS
Cash $2,461,391
Accounts receivable 2,477,948
Other current assets 837,929
------------
Total Current Assets 5,777,268
------------
PROPERTY AND EQUIPMENT
Furniture and equipment 162,756
Computer equipment and software 349,558
Leasehold improvements 104,078
------------
616,392
Less: accumulated depreciation 222,771
------------
393,621
------------
Other Assets 207,000
Officers' Loans 136,745
6,514,634
============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable 2,442,093
Accrued expenses 201,494
Sales and excise taxes payable 484,797
------------
Total Current Liabilities 3,128,384
------------
COMMITMENTS AND CONTINGENT LIABILITIES
STOCKHOLDERS' EQUITY
Common stock - par value $.001 per share;
authorized 30,000,000 shares; issued
and outstanding 8,517,318 shares 8,517
Additional paid in capital 10,891,033
Accumulated deficit (7,513,300)
------------
Total Stockholders' Equity 3,386,250
------------
$ 6,514,634
============
</TABLE>
F-21
<PAGE> 63
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
22. Indemnification of Directors and Officers
Section 78.751 of the Nevada General Corporation Law provides for
indemnification of directors and officers against certain liabilities. Officers
and directors of the Company may be indemnified generally against expenses
actually and reasonably incurred in connection with actions, suits or
proceedings, whether civil or criminal, provided that it is determined that
they acted in good faith, and, in any criminal matter, had reasonable cause to
believe that their conduct was not unlawful.
23. Other Expenses of Issuance and Distribution
<TABLE>
<S> <C>
Registration fee $ 835
Legal fees and expenses 35,000
Accounting fees and 5,000
expenses
Blue sky fees and expenses 1,000
Printing 5,000
Miscellaneous 3,165
-------
Total $50,000(1)
</TABLE>
(1) All of the above expenses except the SEC registration fee are estimates.
All of the above expenses will be paid by the Company.
24. Recent Sales of Unregistered Securities
The Company has sold the following securities within the last three years:
In October, 1995, the Company issued 3,000,000 shares of Common Stock to the
stockholders of Long Distance Direct, Inc. (LDDI) in exchange for all of the
shares of LDDI stock pursuant to the terms and conditions of an Agreement and
Plan of Reorganization among the Company, LDDI and the stockholders of LDDI.
The issuance of such securities was exempt from registration under the
Securities Act of 1933 pursuant to Section 4(2) thereof and Regulation D
promulgated thereunder.
In November, 1995, the Company granted options under the Company's 1995 Option
Plan to purchase 1,000,000 shares of Common Stock to officers, employees and
consultants. The grant of such options was exempt from registration under the
Securities Act of 1933 pursuant to Section 4(2) thereof and Regulation D
promulgated thereunder.
Between November, 1995 and January, 1996, the Company sold 440,833 shares of
Common Stock at a price of $3.00 per share to a total of approximately 18
accredited investors, none of whom were U.S. persons. The shares were issued
pursuant to Regulation S promulgated under the Securities Act of 1933.
In February, 1996, the Company issued 23,000 shares of Common Stock to an
aggregate of five individuals for consulting services. The issuance of such
shares was exempt under Section 4(2) of the Securities Act of 1933 and
Regulation D promulgated thereunder.
Between April and July 1996, the Company sold 204,000 shares of Common Stock at
a price of $3.30 per share to a total of approximately 5 accredited investors,
none of whom were U.S. persons. The shares were issued pursuant to Regulation S
promulgated under the Securities Act of 1933.
II-1
<PAGE> 64
Between April and July, 1996, the Company sold 303,151 shares of Common Stock
at a price of $3.30 per share to two accredited investors. The sale of such
securities was exempt from registration under the Securities Act of 1933
pursuant to Section 4(2) thereof and Regulation D promulgated thereunder.
In May, 1996, the Company issued 7,988 shares of Common Stock to two
individuals in consideration of their having made bridge loans to the Company.
The issuance of such shares was exempt under Section 4(2) of the Securities Act
of 1933 and Regulation D promulgated thereunder.
In May, 1996, the Company issued 150,000 shares of Common Stock to Business
Systems Consultants Limited, an accredited investor, in consideration of its
having provided a convertible loan to the Company. The issuance of such shares
was exempt under Section 4(2) of the Securities Act of 1933 and Regulation D
promulgated thereunder.
In May, 1996, the Company granted Guthy-Renker the right to receive shares of
the Company's Common Stock valued at approximately $100,000 for every
$5,000,000 of gross revenue, excluding taxes, received by the Company from the
sale of telephone services by the Company's sales agents recruited through an
infomercial produced by Guthy-Renker. The grant of such right was exempt under
Section 4(2) of the Securities Act of 1933 and Regulation D promulgated
thereunder.
In July, 1996, the Company issued 150,000 shares to Manhattan West, Inc. for
consulting services. The issuance of such shares was exempt under Section 4(2)
of the Securities Act of 1933 and Regulation D promulgated thereunder.
In June, 1996, the Company issued 12,500 shares of Common Stock to Wise and
Shepard as partial consideration for the cancellation of the Company's debt to
Wise and Shepard for legal services rendered. The shares were issued pursuant
to Section 4(2) of the Securities Act of 1933 and Regulation D promulgated
thereunder.
In August, 1996, the Company issued warrants to purchase 25,500 shares of
Common Stock at a price of $3.00 per share and warrants to purchase 14,000
shares of Common Stock at a price of $3.30 per share, to Thomas Scichili, a
non-U.S. person. The warrants were issued pursuant to Regulation S promulgated
under the Securities Act of 1933.
In August, 1996, the Company granted an option to Michael Preston to purchase,
at an exercise price of $2.50 per share, 60,000 shares of the Company's Common
Stock. The grant of such option was exempt under Section 4(2) of the Securities
Act of 1933 and Regulation D promulgated thereunder.
In September, 1996, the Company sold 60,606 shares of Common Stock at a price
of $3.30 per share and issued warrants to purchase an aggregate of 60,606
shares of Common Stock at $4.00 per share to two accredited investors, neither
of whom was a U.S. person. The shares were issued pursuant to Regulation S
promulgated under the Securities Act of 1933.
In September, 1996, the Company sold 151,515 shares of Common Stock at a price
of $3.30 per share to Business Systems Consultants Ltd., an accredited
investor. The shares were issued pursuant to Section 4(2) of the Securities Act
of 1933 and Regulation D promulgated thereunder.
In an offering that terminated on November 18, 1996, the Company sold 812,970
shares of Common Stock at a price of $3.30 per share and issued warrants to
purchase an aggregate of 401,362 shares of Common Stock at a price of $4.00 per
share. The offering was made on behalf of the Company by Capital Growth
International LLC as placement agent. The securities were issued to a limited
number of investors, none of whom were U.S. persons. The securities were issued
pursuant to Regulation S promulgated under the Securities Act of 1933. The
Company also issued to the placement agent, as a portion of its compensation,
warrants to purchase, at a price of $3.30 per share, up to 283,454 shares of
Common Stock. The placement agents' warrants were issued pursuant to Section
4(2) of the Securities Act of 1933 and Regulation D promulgated thereunder.
In an offering that terminated on November 18, 1996, the Company sold 77,500
shares of Common Stock at a price of $3.30 per share. The offering was made on
behalf of the Company by Capital Growth International LLC as placement agent.
The shares were issued to a limited number of accredited investors. The
issuance of such shares was exempt from registration under the Securities Act
of 1933 pursuant to Section 4(2) thereof and Regulation D promulgated
thereunder. The Company also issued to the placement agent, as a portion of its
compensation, warrants to purchase, at a price of $3.30 per share, up to 30,706
shares of Common Stock. The placement agents' warrants were issued pursuant to
Section 4(2) of the Securities Act of 1933 and Regulation D promulgated
thereunder.
II-2
<PAGE> 65
On November 4, 1996, the Company sold 140,000 shares of Common Stock at a price
of $2.50 per share to Business Systems Consultants Ltd., an accredited
investor. The shares were issued pursuant to Section 4(2) of the Securities Act
of 1933 and Regulation D promulgated thereunder.
On November 22, 1996, the Company granted options to purchase 1,045,000 shares
of Common Stock to officers, employees and consultants. Options to purchase
1,000,000 of the shares were granted under the Company's 1995 Option Plan. The
grant of such options was exempt under Section 4(2) of the Securities Act of
1933 and Regulation D promulgated thereunder.
On November 25, 1996, the Company sold 400,000 shares of Common Stock at a
price of $2.50 per share to Business Systems Consultants Ltd., an accredited
investor. The shares were issued pursuant to Section 4(2) of the Securities Act
of 1933 and Regulation D promulgated thereunder.
In November, 1996, the Company issued 166,667 shares to Wingmead Securities,
Ltd. a non-U.S. person, at a price of $3.00 per share. The shares were issued
pursuant to Regulation S promulgated under the Securities Act of 1933.
In November, 1996, the Company issued warrants to purchase, at a price of $3.30
per share, 6,400 shares and 6,060 shares to Business Systems Consolidated Ltd.
and Alberdale Partners Limited, respectively, both non-U.S. persons. The
warrants were issued pursuant to Regulation S promulgated under the Securities
Act of 1933.
In November, 1996, the Company issued 16,250 and 6,955 shares of Common Stock
respectively to Business Systems Consultants Ltd. and Michael Preston in
consideration of their having made bridge loans to the Company. The shares were
issued pursuant to Section 4(2) of the Securities Act of 1933 and Regulation D
promulgated thereunder.
In January, 1997, the Company granted an option to National Benefits
Consultants, LLC to purchase up to 20% of the Company's Common Stock at $3.00
per share. The option was granted pursuant to Section 4(2) of the Securities
Act of 1933 and Regulation D promulgated thereunder.
In January, 1997, the Company granted an option to Rowland W. Day to purchase,
at an exercise price of $3.00 per share, 350,000 shares of Common Stock. The
option was granted pursuant to Section 4(2) of the Securities Act of 1933 and
Regulation D promulgated thereunder.
In March, 1997, the Company issued 85,000 shares of Common Stock to Capital
Growth International, L.L.C. or nominee for investment banking services. The
shares were issued pursuant to Section 4(2) of the Securities Act of 1933 and
Regulation D promulgated thereunder.
In an offering that terminated on April 17, 1997, the Company sold 1,529,491
shares of Common Stock at a price of $2.00 per share. The offering was made on
behalf of the Company by Cruttenden Roth Incorporated as placement agent. The
shares were issued to a limited number of accredited investors. The issuance of
such shares was exempt from registration under the Securities Act of 1933
pursuant to Section 4(2) thereof and Regulation D promulgated thereunder. The
Company also issued to the placement agent, as a portion of its compensation,
warrants to purchase, at a price of $2.00 per share, up to 152,950 shares of
Common Stock. The placement agents' warrants were issued pursuant to Section
4(2) of the Securities Act of 1933 and Regulation D promulgated thereunder.
On April 21, 1997, the Company agreed to issue 15,000 shares of Common Stock and
grant an option to Day, Campbell & McGill to purchase, at an exercise price of
$2.00 per share, 400,000 shares of Common Stock. The option was granted pursuant
to Section 4(2) of the Securities Act of 1933 and Regulation D promulgated
thereunder. The shares will be registered on Form S-8.
25. Exhibits
2.1 Agreement and Plan of Reorganization dated October 6,
1995 between Golden Ark, Inc. (now known as Long
Distance Direct Holdings, Inc.) Long Distance Direct,
Inc. and the stockholders of Long Distance Direct, Inc.*
3.1 Amended and Restated Articles of Incorporation of Long
Distance Direct Holdings, Inc. (formerly known as
Golden Ark, Inc.).*
3.2 Certificate of Amendment of Articles of Incorporation of
Long Distance Direct Holdings, Inc.*
3.3 Bylaws, as amended, of Long Distance Direct Holdings,
Inc.*
5.1 Opinion of Day, Campbell & McGill.***
II-3
<PAGE> 66
10.1 Buy-out Agreement between Long Distance Direct, Inc.,
and Steven Lampert, Michael Preston, Jeffrey Schwartz,
Michael Miller and JAMI Marketing Services, Inc.*
10.2 Amended Lease Agreement for Suite 1430, 1 Blue Hill
Plaza, Pearl River, New York 10965, dated December,
1996.**
10.3 Agreement with AT&T dated July, 1995 for supply of long
distance telephone service for resale.*
10.4 Agreement with MCI dated March, 1996 for supply of long
distance telephone service for resale.*
10.5 1995 Stock Option Plan.*
10.6 Amended and Restated Agreement with Guthy-Renker
Corporation dated July 1, 1997 regarding the marketing
and distribution of an infomercial.***
10.7 Agreement with Schulberg MediaWorks, Inc. dated June 10,
1996 regarding the production of an infomercial.**
10.8 Agreement with Kaire International, Inc. dated November,
1996 and extension thereof dated December, 1996
regarding supply of telecommunications services.**
10.9 Agreement with National Benefits Consultants, LLC dated
January, 1997 regarding supply of telecommunications
services.**
10.10 Agreement with AT&T dated February, 1997 for supply of
long distance telephone service for resale.**
10.11 Amendment to MCI Agreement dated September 23, 1996.**
10.12 Amendment to MCI Agreement dated February 4, 1997.
10.13 Amendment to MCI Agreement dated April 25, 1997.
10.14 Addendum to MCI Agreement dated January 7, 1997
21 List of Subsidiaries.**
23.1 Consent of Adelman, Katz & Mond, LLP
23.2 Consent of Day, Campbell & McGill, included in Exhibit
5.1.
27 Financial Data Schedule.
- ----------------
* Incorporated by reference to the Company's Form 10-K/A dated November 7, 1996
filed with the Commission on November 7, 1996.
** Incorporated by reference to the Company's Registration Statement on Form
SB-2 (File No. 333-18039) filed with the Commission on December 17, 1996 and
Pre-Effective Amendment No. 1 thereto filed with the Commission on March 25,
1997.
*** To be filed by amendment.
26. Undertakings
A. Supplementary and Periodic Information, Documents and Reports
II-4
<PAGE> 67
Subject to the terms and conditions of Section 15(d) of the
Securities Exchange Act of 1934, the Registrant hereby undertakes to file with
the Securities and Exchange Commission such supplementary and periodic
information, documents and reports as may be prescribed by any rule or
regulation of the Commission heretofore or hereafter duly adopted pursuant to
authority in that Section.
B. Item 512 Undertaking with Respect to Rule 415 Under the
Securities Act of 1933
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(a) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(b) To reflect in the prospectus any facts or
events arising after the effective date of the Registration Statement (or the
most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
Registration Statement; and
(c) To include any material information with
respect to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such information in the
Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.
C. Indemnification
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 ("Securities Act") may be permitted to directors,
officers or persons controlling the Registrant pursuant to the foregoing
provisions or otherwise, the Registrant has been informed that in the opinion
of the Securities and Exchange Commission such indemnification is against
public policy as expressed in the Securities Act and is therefore
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
D. Item 512 Undertaking with Respect to Rule 430A
The undersigned registrant hereby undertakes that:
(i) For purposes of determining any liability under the
Securities Act of 1933, the registrant will treat the information omitted from
the form of prospectus filed as part of this registration statement in reliance
upon Rule 430A and contained in a form of prospectus filed by the registrant
pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act as part of
this registration statement as of the time it was declared effective.
(ii) For the purpose of determining any liability under the
Securities Act of 1933, the registrant will treat each post-effective amendment
that contains a form of prospectus as a new registration statement for the
securities offered in the registration statement, and the offering of such
securities at that time as the initial bona fide offering thereof.
II-5
<PAGE> 68
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements of filing on Form SB-2 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Pearl River, State of New York on July 17, 1997.
LONG DISTANCE DIRECT HOLDINGS, INC.
By: /s/ Steven Lampert
--------------------------------
Steven Lampert, President
Each person whose signature to this Registration Statement appears below hereby
appoints Steven Lampert and Michael Preston, and each of them, as his
attorney-in-fact to sign on his behalf individually and in the capacity stated
below and to file all amendments and post-effective amendments to this
Registration Statement as such attorney-in-fact may deem necessary or
appropriate.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
/s/ Steven Lampert July 17, 1997
- --------------------------
Steven Lampert, President
and Director
/s/ Michael Preston July 17, 1997
- --------------------------
Michael Preston
Chief Financial Officer
and Director
/s/ Lori Colin July 17, 1997
- --------------------------
Lori Colin
Controller
/s/ Rowland W. Day II July 17, 1997
- --------------------------
Rowland W. Day II
Director
II-6
<PAGE> 69
EXHIBIT INDEX
-------------
Exhibit No. Description
----------- -----------
2.1 Agreement and Plan of Reorganization dated October 6,
1995 between Golden Ark, Inc. (now known as Long
Distance Direct Holdings, Inc.) Long Distance Direct,
Inc. and the stockholders of Long Distance Direct, Inc.*
3.1 Amended and Restated Articles of Incorporation of Long
Distance Direct Holdings, Inc. (formerly known as
Golden Ark, Inc.).*
3.2 Certificate of Amendment of Articles of Incorporation of
Long Distance Direct Holdings, Inc.*
3.3 Bylaws, as amended, of Long Distance Direct Holdings,
Inc.*
5.1 Opinion of Day, Campbell & McGill.***
10.1 Buy-out Agreement between Long Distance Direct, Inc.,
and Steven Lampert, Michael Preston, Jeffrey Schwartz,
Michael Miller and JAMI Marketing Services, Inc.*
10.2 Amended Lease Agreement for Suite 1430, 1 Blue Hill
Plaza, Pearl River, New York 10965, dated December,
1996.**
10.3 Agreement with AT&T dated July, 1995 for supply of long
distance telephone service for resale.*
10.4 Agreement with MCI dated March, 1996 for supply of long
distance telephone service for resale.*
10.5 1995 Stock Option Plan.*
10.6 Amended and Restated Agreement with Guthy-Renker Corporation
dated July 1, 1997 regarding the marketing and distribution of
an infomercial.***
10.7 Agreement with Schulberg MediaWorks, Inc. dated June 10,
1996 regarding the production of an infomercial.**
10.8 Agreement with Kaire International, Inc. dated November,
1996 and extension thereof dated December, 1996
regarding supply of telecommunications services.**
10.9 Agreement with National Benefits Consultants, LLC dated
January, 1997 regarding supply of telecommunications
services.**
10.10 Agreement with AT&T dated February, 1997 for supply of
long distance telephone service for resale.**
10.11 Amendment to MCI Agreement dated September 22, 1996.**
10.12 Amendment to MCI Agreement dated February 4, 1997.
10.13 Amendment to MCI Agreement dated April 25, 1997.
10.14 Addendum to agreement with MCI dated January 7, 1997.
21 List of Subsidiaries.**
23.1 Consent of Adelman, Katz & Mond, LLP
23.2 Consent of Day, Campbell & McGill, included in Exhibit
5.1.
27 Financial Data Schedule.
- ----------------
* Incorporated by reference to the Company's Form 10-K/A dated November 7,
1996 filed with the Commission on November 7, 1996.
** Incorporated by reference to the Company's Registration Statement on Form
SB-2 (File No. 333-18039) filed with the Commission on December 17, 1996 and
Pre-Effective Amendment No. 1 thereto filed with the Commission on March 25,
1997.
*** To be filed by Amendment.
<PAGE> 1
EXHIBIT 10.12
MCI TELECOMMUNICATIONS
CORPORATION
[MCI LOGO]
205 North Michigan Avenue
Chicago, IL 60601
312 856 2121
SECOND AMENDMENT
This First Amendment is made this 4th day of February 1997 between LONG DISTANCE
DIRECT, INC. ("Customer") and MCI TELECOMMUNICATIONS CORPORATION ("MCI").
WHEREAS, Customer and MCI entered into a Carrier Agreement signed by Customer on
March 14, 1996, and subsequently accepted by MCI on March 26, 1996, as Amended
by the First Amendment signed by Customer on September 23, 1996 and subsequently
accepted by MCI on September 27, 1996, (together, the "Agreement").
WHEREAS, Customer and MCI desire to enter into this Second Amendment for the
purpose of amending the Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, Customer and MCI agree as follows:
1. The following paragraph is hereby added as the new Paragraph 3(g) of the
Agreement:
3(g) 1) Customer acknowledges that it has been informed by MCI that the
Carrier Network Service product does not support a multiple PIC for a
single ANI. A "multiple PIC" is where: (i) the end user selects one
carrier for interLATA and a different carrier for intraLATA and/or
international or (ii) the end user selects one carrier for operator
service calls dialed with the 0+, 01+ or 00- dialing pattern and a
different carrier for 1+ long distance calls.
2) Customer shall comply with Section 64.1150 of the FCC's Rules and
Regulations, as well as other applicable laws or regulations pertaining to
letter of agency requirements for a primary long distance carrier change.
Customer represents that during the term of this Agreement it shall not
submit any ANI for Carrier Network Service unless Customer has been
selected as the carrier for interLATA, intraLATA and international traffic
FOR ALL TRAFFIC TYPES for the ANI. Customer understands that all ANI's
submitted to MCI for Carrier Network Services will carry all traffic for
such ANI (including but not limited to interLATA, intraLATA,
international, interstate, 1+ and operator assisted) except for 10XXX
calls directed to another carrier's CIC. ANI's with multiple PICs
submitted by Customer to MCI for Carrier Network Services shall be deemed
an unauthorized use of MCI's Carrier Network Services.
3) If Customer submits an ANI(s) with a multiple PIC to MCI for
Carrier Network Service, Customer shall be fully liable to MCI and all
third parties for any claims, liability or expenses, including but not
limited to fines and penalties, arising out of Customer's submission of an
ANI with a multiple PIC. MCI shall not be liable to Customer or any third
party for any damage or loss due to Customer's submission of ANI's with
multiple PICs. MCI shall have no liability to Customer or any third party
for revenue that might have been earned but for MCI's inability to support
multiple PIC for a single ANI.
4) Customer agrees to defend and hold MCI free and harmless from any
loss, claim, damage, liability, cost or expense (including without
limitation court costs, legal expenses and counsel fees) that MCI may
become liable for by reason of Customer's submission of ANI(s) for Carrier
Network Service.
2. The following paragraph is hereby added as the new Paragraph 3(h) of the
Agreement:
3(h) Customer shall receive Call Traffic Records pursuant to Exhibit F of
this Agreement.
3. The attached exhibit is hereby added as the new Exhibit F of the
Agreement.
MCI CONFIDENTIAL
1
<PAGE> 2
4. The terms of this Second Amendment will become effective, following
execution by both parties, as of the first full month following execution.
5. Except as expressly provided in this Second Amendment, all of the terms
and conditions contained in the Agreement shall remain in full force and
effect.
6. This Second Amendment, together with the Agreement, is the complete
agreement of the parties and supersedes all other prior agreements and
representations concerning its subject matter.
7. This offer will remain open and be capable of being accepted by Customer
until February 17, 1997. Any and all prior offers made to Customer,
whether written or oral, shall be in writing and signed by both parties.
LONG DISTANCE DIRECT, INC. MCI TELECOMMUNICATIONS
CORPORATION
/s/ Steven Lampert /s/ Edward W. Smith
- -------------------------- -----------------------------------
Signature Signature
EDWARD W. SMITH
EXECUTIVE DIRECTOR/
Steven Lampert CONTROLLER, FINANCE
- -------------------------- -----------------------------------
Printed Name Printed Name
President
- -------------------------- -----------------------------------
Title Title
2/4/97 3/5/97
- -------------------------- -----------------------------------
Date Date
MCI CONFIDENTIAL
2
<PAGE> 3
EXHIBIT F
CALL TRAFFIC RECORDS
A. CALL DETAIL RECORDS
Customer may select between weekly magnetic tapes or daily files to receive call
detail record ("CDR(s)") information and may also choose to receive monthly
magnetic tapes. Customer may choose ONE of these options (weekly magnetic tapes
or daily files), but not both, by providing MCI written notice thereof. Customer
may change the selected option during the Service Term of the Agreement by
providing MCI with ninety (90) days prior written notice. Daily CDRs are
available only for Carrier Network Service Interstate, Intrastate and
International Outbound usage. Weekly and monthly magnetic tapes are available
for Carrier Network Services Interstate, Intrastate and International Outbound
and Inbound usage.
The above tapes shall be provided to Customer in MCI format and at applicable
Tariff and state tariff rates. MCI makes no guarantee that such tape is
compatible with any billing systems Customer may choose to use. Further, MCI
assumes no obligation to conform the magnetic tape format to become compatible
with any billing system of Customer or Customer's billing agent.
B. WEEKLY MAGNETIC TAPES
Customer may receive CDRs from MCI on a weekly basis via magnetic tape in the
same record layout format as the MCI monthly billing magnetic tape.
Weekly magnetic tapes consist of and feature the following:
1. Customer shall receive one magnetic tape for each of the following
products: Carrier Network Services Interstate, Intrastate and
International Outbound; Carrier Network Services Interstate, Intrastate
and International Inbound; and Operator Services. MCI will use reasonable
efforts to provide this tape(s) to Customer one (1) week after the usage
occurs. The traffic period contained in the magnetic tape varies in
accordance to the type of usage as stated in the table below:
<TABLE>
<CAPTION>
TYPE OF USAGE CALL TRAFFIC PERIOD
------------- -------------------
<S> <C>
Outbound Saturday through Friday
Inbound Friday through Thursday
Calling Card Wednesday through Tuesday
</TABLE>
Due to timing of the extract, the tape may not contain complete data for
the week. The remaining data for such days will be contained in the
following week's tape.
2. Based on the nature of weekly magnetic tape processing, traffic may be
in "Error Suspense", defined as the failure to process a record due to
lack of current account information. Error Suspense is due to (a) the
timeliness of order entry reference file extracts and (b) traffic rate
table updates.
Normal Error Suspense accounts for approximately one percent (1%) of total
traffic for a given week and will appear on a later tape with the original
date of the call specified.
3. For invoicing cycles ending mid-week (i.e. the 31st day of the month is
a Wednesday), two (2) magnetic tapes will be generated for that week; one
for the traffic for the prior month's invoicing cycle and one for traffic
for the current invoicing period. This will allow Customer to reconcile
the weekly tapes to its monthly invoice.
MCI CONFIDENTIAL
3
<PAGE> 4
4. Each new ANI may incur up to a two (2) week delay prior to appearing in
the weekly magnetic tape process. MCI order entry file updates occur on
the first (1st) and fifteenth (15th) of each month and produce extracts to
weekly magnetic tape processes. For example, ANIs installed May 20, will
not appear on the weekly magnetic tape until after May 30.
5. The weekly magnetic tape service is a value-added product and is
provided for fraud detection purposes only. MCI shall have no obligation
to research or track any discrepancies between monthly magnetic tape and
the weekly call detail records (but MCI may elect to do so, in its sole
discretion).
6. MCI will use the monthly magnetic tape to invoice Customer.
7. Customer is responsible for paying the monthly invoice in full in
accordance with the terms specified in this Agreement, regardless of any
discrepancies between the monthly invoice and the weekly magnetic tapes.
C. DAILY CDRs
Daily CDRs are only available for outbound and toll free usage through the MCI
Call Window Software, which resides on the MCI Serviceview platform ("Call
Window"). Call Window provides electronic access to daily CDR's. Daily CDR's
will not be delivered via magnetic tape. The daily CDRs will be unedited by
MCI's billing system and unaudited by MCI's billing center to ensure
timeliness of delivery. MCI will not be liable to Customer for any errors or
inaccuracies contained in the daily CDRs.
1. Daily CDRs are prepared as follows:
(a) An extract is taken of calls from MCI's call processing system
prior to monthly invoice preparation and MCI will use reasonable efforts
to have CDR's available to Customer two (2) days after traffic is
created.
(b) Files will be received by 12:00 p.m. Eastern Standard Time,
seven (7) days per week.
(c) Two (2) communications access options to the Call Window server
will be available for selection by Customer based on Customer's forecasted
volume. Any and all expenses incurred to set up any dedicated line,
hardware, software or other equipment that may be required for data
delivery shall be paid by the Customer.
2. MCI does not assume responsibility for failures in delivery of CDR data
which are caused by Customer's billing and customer premise equipment. MCI
will store files for up to fourteen (14) days in case a retransmission is
requested, after which all files will be purged.
3. Due to Error Suspense, as defined in paragraph B,2, not all calls will
necessarily appear on the file specific to their date; calls may actually
appear on a later file but the call will retain the original date.
4. Customer understands that daily CDR delivery is subject to the
following:
(a) The record format will be identical to monthly magnetic tape
except that it will not contain the amount charged for the call.
(b) Daily CDRs will not always correspond with the monthly file for
the following reasons:
(i) records do not complete the full billing process and may
get dropped as "unbillable" when the full billing process is
completed.
MCI CONFIDENTIAL
4
<PAGE> 5
(ii) Error Suspense, as defined in paragraph B,2, could result
in calls from previous dates being delivered in daily files. Normal
Error Suspense accounts for approximately one percent (1%) of total
traffic.
(iii) calls can be recycled for ninety (90) days until they
are either invoiced or dropped in the invoice editing process.
(c) Call traffic can experience up to a two (2) week delay prior to
appearing in the daily file process. This only occurs when ANI's added to
a new account or Corporate Id which has been established within two weeks
of when the ANI was tied to this new account via MCI's order entry system.
(d) File creation is time driven (i.e., data is distributed at
approximately the same time each day regardless of whether all files have
been received from all data centers). Therefore, some files on given days
could be incomplete with the remainder of data received on the following
day's file. The file header shall indicate if all data was obtained from
each of the three (3) MCI data centers.
(e) MCI shall have no obligation to research or track any
discrepancies between the daily and monthly files. Customer shall pay
pursuant to the monthly invoice, regardless of any discrepancies between
the monthly invoice and the daily files.
5. If Customer elects to receive Daily CDRs through the MCI Call Window
software application, Customer shall pay a one-time installation fee of
Two Hundred Dollars ($200) for each workstation that supports Call Window.
6. CDR's for Carrier Operator Services are available to Customer on a next
day basis. Customer assumes responsibility for pulling the CDR's from the
Carrier Operator Services Bulletin Board. Records will only be posted to
the bulletin board for ten (10) days from the date of the call.
D. LIMITATION OF LIABILITY.
MCI's total liability to Customer arising from its provisioning of CDRs under
this Exhibit C shall be limited to the lesser of (a) Customer's proven direct
damages or (b) the total amount paid by Customer to MCI for CDR services during
the one (1) month period prior to the event giving rise to the cause of action.
The foregoing limitation applies to all causes of actions and claims, including
without limitation breach of contract, breach of warranty, negligence, strict
liability, misrepresentation and other torts. Further, no cause of action which
arose more than one (1) year prior to the institution of a legal proceeding
alleging such cause of action may be asserted by either party against the other.
MCI CONFIDENTIAL
5
<PAGE> 1
EXHIBIT 10.13
MCI TELECOMMUNICATIONS
CORPORATION
[MCI LOGO]
205 North Michigan Avenue
Chicago, IL 60601
312 856 2121
THIRD AMENDMENT
This Third Amendment is made this 25th day of April, 1997 between LONG DISTANCE
DIRECT, INC. ("Customer") and MCI TELECOMMUNICATIONS CORPORATION ("MCI").
WHEREAS, Customer and MCI entered into a Carrier Agreement signed by Customer on
March 14, 1996 and subsequently accepted by MCI on March 26,1996, as Amended by
the First Amendment signed by Customer on September 23, 1996 and subsequently
accepted by MCI on September 27, 1996, as Amended by the Second Amendment signed
by Customer on February 4, 1997 and subsequently accepted by MCI on ___________,
(together, the "Agreement").
WHEREAS, Customer and MCI desire to enter into this Third Amendment for the
purpose of amending the Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, Customer and MCI agree as follows:
1. Paragraph 4(g) is hereby deleted and replaced in its entirety with the
following paragraph:
4(g) CNS INTERNATIONAL OUTBOUND RATES. For CNS International Service
terminating in international countries (excluding CNS International
Service terminating in Canada and Mexico), Customer shall receive the
rates provided in Exhibit A in accordance with the following:
1) CNS international calls terminating in the countries listed in
Table 1 of Exhibit A will receive the rate per minute in Schedule A for
dedicated calls and the rate per minute in Schedule B for non-dedicated
calls indicated for such country less the associated maximizer discounts
in Paragraph 4(m).
2) CNS international calls terminating in the Latin American
countries listed in Table 2, of Exhibit A will receive the rate per minute
in Schedule A for dedicated calls and the rate per minute in Schedule B
for non-dedicated calls indicated for such country. In addition, the
postalized rates in Table 2, may be discounted by (i) the associated
maximizer discount in Paragraph 4(l) and 4(m) and (ii) in each month of
the Service Term in which Customer's Monthly Usage of MCI Services equals
or exceeds Four Hundred Thousand dollars ($400,000) a eight percent (8%)
discount ("Latin American discount"). If Customer qualifies for both the
maximizer discount and the Latin American discount, Customer will receive
an additive discount off the postalized rates in Table 2. For example, if
Customer qualifies for the maximizer discount of twenty percent (20%) and
the Latin American discount of eight percent (8%), Customer will receive a
total discount of twenty-eight percent (28%) off the postalized rates in
Table 2. Such discount shall be applied to Customer's monthly usage
charges for CNS international dedicated calls terminating in the Latin
American countries listed in Table 2 excluding any applicable taxes (and
gross receipt taxes) and tax-related surcharges.
3) CNS international calls terminating in the countries listed in
Table 3 of Exhibit A will receive the rate per minute in Schedule A for
dedicated calls and the rate per minute in Schedule B for non dedicated
calls indicated for such country. In addition, the postalized rates in
Table 3 may be discounted by (i) the associated maximizer discount in
Paragraph 4(l) and 4(m) and (ii) the applicable discount percentage in the
table below as determined by Customer's Monthly Usage of MCI Services
("revenue discount"). If Customer qualifies for both the maximizer
discount and the revenue discount, Customer will receive an additive
discount off the postalized rates in Table 3. For example, if Customer
qualifies for the maximizer discount of twenty percent (20%) and the
revenue discount of five percent (5%), Customer will receive a total
discount of twenty-five (25%) off the postalized rates
MCI CONFIDENTIAL
<PAGE> 2
in Table 3. Such discount percent shall be applied to Customer's monthly
usage charges for CNS international calls terminating in the countries
listed in Table 3 excluding any applicable taxes (and gross receipt taxes)
and tax-related surcharges.
<TABLE>
<CAPTION>
Monthly Usage
of MCI Services Discount Percentage
--------------- -------------------
<S> <C>
$ 0 to $399,999 0%
$ 400,000 to $599,999 2%
$ 600,000 to $749,999 5%
$ 750,000 to $999,999 7%
$1,000,000 and above 10%
</TABLE>
4) Where rates are not provided in any of the Tables in Exhibit A
for specific countries, Customer will receive Tariff rates less the
associated maximizer discounts in Paragraph 4(l) and 4(m).
2. Paragraph 4(h) is hereby deleted and replaced in its entirety with the
following paragraph:
4(h) CNS INTERNATIONAL OUTBOUND TERMINATING IN MEXICO. For CNS
international outbound service terminating in Mexico, Customer shall pay a
postalized rate per minute in Table A for dedicated calls and the rate per
minute in Table B for non-dedicated calls.
TABLE A
CNS International terminating to Mexico
Dedicated (dedicated to switched)
<TABLE>
<CAPTION>
Range Base Rates
Standard Economy
<S> <C> <C>
1 0.3500 0.2750
2 0.3900 0.3050
3 0.4600 0.3650
4 0.6025 0.4600
5 0.6950 0.5300
6 0.9500 0.7175
7 1.2050 0.9600
8 1.3150 1.0000
</TABLE>
TABLE B
CNS International terminating to Mexico
Non-Dedicated (switched to switched)
<TABLE>
<CAPTION>
Range Base Rates
Standard Economy
<S> <C> <C>
1 0.3800 0.3025
2 0.4200 0.3350
3 0.4900 0.3925
4 0.6300 0.4900
5 0.7225 0.5600
6 0.9800 0.7450
7 1.2325 0.9975
8 1.3450 1.0300
</TABLE>
The ranges set forth in the Table A and B above correspond to the ranges for
Mexico in Table V, Part H of the Tariff (or any successor Tariff section) which
state the distance from the Mexican border to the destination in Mexico. In
addition, the postalized rates in Tables A and B above may be discounted by
MCI CONFIDENTIAL
2
<PAGE> 3
(i) the associated maximizer discount in Paragraph 4(l) and 4(m) and (ii) the
applicable revenue discount, in accordance with the terms set forth in Paragraph
4(g)3).
3. Paragraph 4(i) is hereby deleted and replaced in its entirety with the
following paragraph:
4(i) CNS INTERNATIONAL OUTBOUND TERMINATING IN CANADA. For CNS
international outbound service terminating in Canada, Customer shall pay a
postalized rate per minute of $0.245 for non-dedicated calls and a rate
per minute of $0.2150 for dedicated calls. In addition, the postalized
rates in this paragraph may be discounted by (i) the associated maximizer
discount in Paragraph 4(l) and 4(m) and (ii) the applicable revenue
discount, in accordance with the terms set forth in Paragraph 4(g)3).
4. Paragraph 4(j) is hereby deleted and replaced in its entirety with the
following paragraph:
4(j) INTERNATIONAL DEDICATED AND NON-DEDICATED TOLL FREE RATES. For CNS
international dedicated and non-dedicated toll free service, Customer
shall pay the international toll free rates at the standard Tariff
non-dedicated rates in Option F, Section C.3.07314 (or any successor
Tariff section) less the associated maximizer discounts in Paragraph 4(l).
CNS dedicated toll free service shall receive a $0.03 per minute discount
on the International Non-Dedicated toll free rates in this paragraph
before application of the associated maximizer discount in Paragraph 4(m).
Customer is not eligible for any Tariff discounts on such service.
5. Paragraph 4(k) is hereby deleted and replaced in its entirety with the
following paragraph:
4(k) The postalized rates set forth in Exhibit A of this Agreement
shall be fixed for three (3) months from the Effective Date. After this
three month period, MCI shall have the option to revise the postalized
rates in Exhibit A on thirty (30) days prior written notice. If the rate
increase (a) to any country is more than ten percent (10%) or (b) is for a
country which represents more than twenty (20%) of Customer's total
international usage of CNS International dedicated and non-dedicated
outbound service (measured in dollars) measured at the rates set forth in
Exhibit A, as modified by any previous rate increase resulting from a rate
review, or for countries not listed in Exhibit A, measured at Tariff rates
less Tariff discounts, Customer will have the option to terminate traffic
to that country and move such traffic to another carrier.
If Customer elects to move such traffic to another carrier, MCI will
reduce Customer's Monthly Commitment and International Subcommitment by an
amount equal to the "Monthly Commitment Adjustment". The Monthly
Commitment Adjustment shall be based on the Customer's monthly usage of
CNS International dedicated and non-dedicated outbound service to the
country in which Customer elects to terminate traffic during the month
prior to the date in which Customer elects to terminate traffic to the
country, measured at the rates set forth in Exhibit A or, for countries
not listed in Exhibit A, measured at Tariff rates less Tariff discounts
6. Paragraph 4(p) is hereby deleted and replaced in its entirety with the
following paragraph:
4(p) INTERNATIONAL CALL BACK LIMITATIONS.
1) If regulatory action by a foreign government agency prevents
Customer from meeting the Monthly Commitment and International
Subcommitment and Customer provides written notice to MCI of such action
within thirty (30) days of its occurrence, MCI shall waive
underutilization charges otherwise applicable to the months during which
such regulatory action is in effect. Following such period, the Monthly
Commitment and underutilization charges shall again be in effect.
2) In the event that the underutilization charges are waived
pursuant to Paragraph 4(p)1) above, the Service Term shall automatically
be extended until the earlier of 1) the completion of the billing period
in which Customer's usage of MCI Services pursuant to this Agreement, not
including
MCI CONFIDENTIAL
3
<PAGE> 4
usage within the Ramp Period, totals Thirty Nine Million Five Hundred Two
Thousand Five Hundred Dollars ($39,502,500) ("Term Commitment") or 2) the
date which is in twenty-four (24) months from completion of the Service
Term, upon which Customer shall pay to MCI the difference between the Term
Commitment and Customer's actual usage of MCI Services pursuant to this
Agreement.
3) If MCI curtails twenty-five (25%) or more of the Customer's
minutes of use of MCI services as a result of actions taken under
Paragraph 4(p)4), 4(p)5) and 4(p)6), either party may either terminate
this Agreement upon thirty (30) day written notice to the other party or
reduce the Monthly Commitment and International Subcommitment. In the
event Customer's Monthly Commitment and International Subcommitment are
reduced, Customer shall continue to receive the rates and discounts set
forth in this Agreement.
4) If MCI detects the use of "polling" technique by Customer for
signaling, setup or completion of calls, MCI may, subject to and without
limitation upon the Tariff, block calls.
5) If any action or ruling by the FCC or foreign PTT's prevent or
impede MCI from performing any material obligation in this Agreement, MCI
may, at its option and upon ten (10) days prior written notice to
Customer, terminate this Agreement or the affected services herein without
any liability.
6) Any action or ruling by the FCC or foreign PTT's that prevents or
effects MCI's ability to provide MCI services shall not be considered a
breach of this Agreement. In addition, MCI's actions resulting from the
PTT's blocking or interrupting MCI's service, or threatening to do so,
shall not be considered a breach of this Agreement.
7. Paragraph 7(e) is hereby deleted and replaced in its entirety with the
following paragraph:
7(e) MCI FEATURE CARD SERVICE. Customer will receive the rates, terms and
conditions for MCI Feature Card Service set forth in Exhibit B.
8. Exhibit A is hereby deleted and replaced in its entirety with the attached
Exhibit A.
9. Exhibit B is hereby deleted and replaced in its entirety with the attached
Exhibit B.
10. The terms of this Third Amendment will become effective, following
execution by both parties, as of the first (1st) day of the first (1st)
full month following execution by both parties.
11. Except as expressly provided in this Third Amendment, all of the terms and
conditions contained in the Agreement shall remain in full force and
effect.
12. This Third Amendment, together with the Agreement, is the complete
agreement of the parties and supersedes all other prior agreements and
representations concerning its subject matter.
MCI CONFIDENTIAL
4
<PAGE> 5
13. This offer will remain open and be capable of being accepted by Customer
until FEBRUARY 28, 1997. Any and all prior offers made to Customer,
whether written or oral, shall be in writing and signed by both parties.
LONG DISTANCE MCI TELECOMMUNICATIONS
DIRECT, INC. CORPORATION
/s/ Steven Lampert /s/ Edward W. Smith
- -------------------------- -----------------------------------
Signature Signature EDWARD W. SMITH
EXECUTIVE DIRECTOR/
CONTROLLER, FINANCE
Steven Lampert
- -------------------------- -----------------------------------
Printed Name Printed Name
President
- -------------------------- -----------------------------------
Title Title
4/25/97 05/09/97
- -------------------------- -----------------------------------
Date Date
MCI CONFIDENTIAL
5
<PAGE> 6
EXHIBIT A
CARRIER NETWORK SERVICE INTERNATIONAL OUTBOUND RATES
TABLE 1
SCHEDULE A
FLAT RATE COUNTRIES - DEDICATED
<TABLE>
<CAPTION>
COUNTRY FLAT RATES FOR EFFECTIVE
ALL TRAFFIC RATES FOR ALL
LEVELS TRAFFIC LEVELS
AFTER MAXIMIZER
DISCOUNT
WHEN APPLICABLE
- ---------------------------------------------------------------
<S> <C> <C>
CHINA $ 1.4058 $ 1.1246
- ---------------------------------------------------------------
FRANCE $ 0.2776 $ 0.2221
- ---------------------------------------------------------------
HONG KONG $ 0.6140 $ 0.4912
- ---------------------------------------------------------------
INDIA $ 1.2875 $ 1.0300
- ---------------------------------------------------------------
IRAN $ 1.8114 $ 1.4491
- ---------------------------------------------------------------
ISRAEL $ 0.9078 $ 0.7263
- ---------------------------------------------------------------
JAPAN $ 0.4510 $ 0.3608
- ---------------------------------------------------------------
KUWAIT $ 1.1364 $ 0.9091
- ---------------------------------------------------------------
LEBANON $ 1.4373 $ 1.1499
- ---------------------------------------------------------------
PAKISTAN $ 1.7385 $ 1.3908
- ---------------------------------------------------------------
RUSSIA $ 1.3303 $ 1.0642
- ---------------------------------------------------------------
SAUDI ARABIA $ 1.3134 $ 1.0507
- ---------------------------------------------------------------
SINGAPORE $ 0.4696 $ 0.3757
- ---------------------------------------------------------------
SOUTH AFRICA $ 0.7199 $ 0.5759
- ---------------------------------------------------------------
SOUTH KOREA $ 0.6761 $ 0.5409
- ---------------------------------------------------------------
SPAIN $ 0.7140 $ 0.5712
- ---------------------------------------------------------------
TAIWAN $ 0.7092 $ 0.5673
- ---------------------------------------------------------------
UNITED KINGDOM $ 0.2186 $ 0.1748
- ---------------------------------------------------------------
YEMEN ARAB REPUBLIC $ 1.1498 $ 0.9198
- ---------------------------------------------------------------
</TABLE>
MCI CONFIDENTIAL
6
<PAGE> 7
EXHIBIT A
CARRIER NETWORK SERVICE INTERNATIONAL OUTBOUND RATES
TABLE 1
SCHEDULE B
FLAT RATE COUNTRIES - NON-DEDICATED
<TABLE>
<CAPTION>
COUNTRY FLAT RATES EFFECTIVE
FOR ALL TRAFFIC RATES FOR ALL
LEVELS TRAFFIC LEVELS
AFTER
MAXIMIZER
DISCOUNT
WHEN
APPLICABLE
- --------------------------------------------------------------------
<S> <C> <C>
CHINA $ 1.4308 $ 1.1446
- --------------------------------------------------------------------
FRANCE $ 0.3026 $ 0.2421
- --------------------------------------------------------------------
HONG KONG $ 0.6390 $ 0.5112
- --------------------------------------------------------------------
INDIA $ 1.3125 $ 1.0500
- --------------------------------------------------------------------
IRAN $ 1.8364 $ 1.4691
- --------------------------------------------------------------------
ISRAEL $ 0.9328 $ 0.7463
- --------------------------------------------------------------------
JAPAN $ 0.4760 $ 0.3808
- --------------------------------------------------------------------
KUWAIT $ 1.1614 $ 0.9291
- --------------------------------------------------------------------
LEBANON $ 1.4623 $ 1.1699
- --------------------------------------------------------------------
PAKISTAN $ 1.7635 $ 1.4108
- --------------------------------------------------------------------
RUSSIA $ 1.3553 $ 1.0842
- --------------------------------------------------------------------
SAUDI ARABIA $ 1.3384 $ 1.0707
- --------------------------------------------------------------------
SINGAPORE $ 0.4946 $ 0.3957
- --------------------------------------------------------------------
SOUTH AFRICA $ 0.7449 $ 0.5959
- --------------------------------------------------------------------
SOUTH KOREA $ 0.6611 $ 0.5289
- --------------------------------------------------------------------
SPAIN $ 0.7390 $ 0.5912
- --------------------------------------------------------------------
TAIWAN $ 0.7342 $ 0.5873
- --------------------------------------------------------------------
UNITED KINGDOM $ 0.2436 $ 0.1948
- --------------------------------------------------------------------
YEMEN ARAB REPUBLIC $ 1.1748 $ 0.9398
- --------------------------------------------------------------------
</TABLE>
MCI CONFIDENTIAL
7
<PAGE> 8
EXHIBIT A
CARRIER NETWORK SERVICE INTERNATIONAL OUTBOUND RATES
TABLE 2
SCHEDULE A
LATIN AMERICAN COUNTRIES - DEDICATED
<TABLE>
<CAPTION>
COUNTRY LATIN EFFECTIVE EFFECTIVE
AMERICAN RATES FOR ALL RATES AFTER
BASE RATES TRAFFIC LEVELS LATIN
FOR ALL TRAFFIC AFTER AMERICAN
LEVELS MAXIMIZER AND
DISCOUNT MAXIMIZER
WHEN DISCOUNTS
APPLICABLE WHEN
APPLICABLE
- ------------------------------------------------------------------------
<S> <C> <C> <C>
ARGENTINA $ 1.0481 $ 0.8385 $ 0.7547
- ------------------------------------------------------------------------
BOLIVIA $ 1.1201 $ 0.8961 $ 0.8065
- ------------------------------------------------------------------------
BRAZIL $ 0.8341 $ 0.6673 $ 0.6006
- ------------------------------------------------------------------------
CHILE $ 0.6211 $ 0.4969 $ 0.4472
- ------------------------------------------------------------------------
COLOMBIA $ 0.9916 $ 0.7933 $ 0.7140
- ------------------------------------------------------------------------
COSTA RICA $ 0.8223 $ 0.6578 $ 0.5921
- ------------------------------------------------------------------------
DOMINICAN REPUBLIC $ 0.6170 $ 0.4936 $ 0.4443
- ------------------------------------------------------------------------
ECUADOR $ 1.1953 $ 0.9562 $ 0.8606
- ------------------------------------------------------------------------
EL SALVADOR $ 1.0080 $ 0.8064 $ 0.7257
- ------------------------------------------------------------------------
GUATEMALA $ 0.9262 $ 0.7410 $ 0.6669
- ------------------------------------------------------------------------
HAITI $ 1.0678 $ 0.8543 $ 0.7688
- ------------------------------------------------------------------------
HONDURAS $ 1.2112 $ 0.9690 $ 0.8721
- ------------------------------------------------------------------------
JAMAICA $ 1.0224 $ 0.8179 $ 0.7361
- ------------------------------------------------------------------------
NICARAGUA $ 1.0839 $ 0.8671 $ 0.7804
- ------------------------------------------------------------------------
PANAMA $ 1.0650 $ 0.8520 $ 0.7668
- ------------------------------------------------------------------------
PARAGUAY $ 1.3403 $ 1.0722 $ 0.9650
- ------------------------------------------------------------------------
PERU $ 0.9525 $ 0.7620 $ 0.6858
- ------------------------------------------------------------------------
TRINIDAD AND TOBAGO $ 1.0196 $ 0.8157 $ 0.7341
- ------------------------------------------------------------------------
URUGUAY $ 1.1997 $ 0.9598 $ 0.8638
- ------------------------------------------------------------------------
VENEZUELA $ 0.6593 $ 0.5274 $ 0.4747
- ------------------------------------------------------------------------
</TABLE>
MCI CONFIDENTIAL
8
<PAGE> 9
EXHIBIT A
CARRIER NETWORK SERVICE INTERNATIONAL OUTBOUND RATES
TABLE 2
SCHEDULE B
LATIN AMERICAN COUNTRIES - NON-DEDICATED
<TABLE>
<CAPTION>
COUNTRY LATIN EFFECTIVE EFFECTIVE
AMERICAN RATES FOR ALL RATES AFTER
BASE RATES TRAFFIC LEVELS LATIN
FOR ALL TRAFFIC AFTER AMERICAN
LEVELS MAXIMIZER AND
DISCOUNT MAXIMIZER
WHEN DISCOUNTS
APPLICABLE WHEN
APPLICABLE
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
ARGENTINA $1.0759 $0.8607 $0.7747
- --------------------------------------------------------------------------------
BOLIVIA $1.1479 $0.9183 $0.8265
- --------------------------------------------------------------------------------
BRAZIL $0.8619 $0.6895 $0.6206
- --------------------------------------------------------------------------------
CHILE $0.6489 $0.5191 $0.4672
- --------------------------------------------------------------------------------
COLOMBIA $1.0194 $0.8155 $0.7340
- --------------------------------------------------------------------------------
COSTA RICA $0.8501 $0.6801 $0.6121
- --------------------------------------------------------------------------------
DOMINICAN REPUBLIC $0.6448 $0.5158 $0.4643
- --------------------------------------------------------------------------------
ECUADOR $1.2231 $0.9785 $0.8806
- --------------------------------------------------------------------------------
EL SALVADOR $1.0358 $0.8286 $0.7457
- --------------------------------------------------------------------------------
GUATEMALA $0.9540 $0.7632 $0.6869
- --------------------------------------------------------------------------------
HAITI $1.0956 $0.8765 $0.7888
- --------------------------------------------------------------------------------
HONDURAS $1.2390 $0.9912 $0.8921
- --------------------------------------------------------------------------------
JAMAICA $1.0501 $0.8401 $0.7561
- --------------------------------------------------------------------------------
NICARAGUA $1.1116 $0.8893 $0.8004
- --------------------------------------------------------------------------------
PANAMA $1.0928 $0.8742 $0.7868
- --------------------------------------------------------------------------------
PARAGUAY $1.3681 $1.0944 $0.9850
- --------------------------------------------------------------------------------
PERU $0.9803 $0.7843 $0.7058
- --------------------------------------------------------------------------------
TRINIDAD AND TOBAGO $1.0474 $0.8379 $0.7541
- --------------------------------------------------------------------------------
URUGUAY $1.2275 $0.9820 $0.8838
- --------------------------------------------------------------------------------
VENEZUELA $0.6870 $0.5496 $0.4947
- --------------------------------------------------------------------------------
</TABLE>
MCI CONFIDENTIAL
9
<PAGE> 10
EXHIBIT A
CARRIER NETWORK SERVICE INTERNATIONAL OUTBOUND RATES
TABLE 3
SCHEDULE A
BASE RATE COUNTRIES - DEDICATED
THE RATE CHART BELOW SHOWS CUSTOMER'S EFFECTIVE RATES AT EACH REVENUE
BILLING TIER AFTER BOTH THE MAXIMIZER AND REVENUE DISCOUNTS HAVE BEEN
APPLIED. ALL COUNTRIES NOT LISTED BELOW OR ABOVE WILL BE BILLED AT TARIFF
LESS TARIFF, FCC. NO 1, SECTION C.0739, PAGE NO. 19.9.1.7.8.3 OR ITS SUCCESSOR
SECTION.
All rates below are for U.S. Origination and international termination. Billing
increments are pursuant to FCC. No. 1, Section C 3.0739, Page No. 19.9.7.8.3 or
its successor section
<TABLE>
<CAPTION>
COUNTRY BASE RATES EFFECTIVE EFFECTIVE EFFECTIVE EFFECTIVE EFFECTIVE
RATES AT RATES AT RATES AT RATES AT RATES AT
$200,000 $400,000 $600,000 $750,000 $1,000,000
TOTAL BILLING TOTAL BILLING TOTAL BILLING TOTAL BILLING TOTAL BILLING
AFTER AFTER 2% AFTER 5% AFTER 7% AFTER 10%
MAXIMIZER AND AND AND AND
DISCOUNT MAXIMIZER MAXIMIZER MAXIMIZER MAXIMIZER
WHEN DISCOUNTS DISCOUNTS DISCOUNTS DISCOUNTS
APPLICABLE WHEN WHEN WHEN WHEN
APPLICABLE APPLICABLE APPLICABLE APPLICABLE
<S> <C> <C> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------------------------------------
ANGOLA $2.5275 $2.0220 $1.9714 $1.8956 $1.8451 $1.7692
- -----------------------------------------------------------------------------------------------------------------------------------
ANGUILLA $1.1500 $0.9200 $0.8970 $0.8625 $0.8395 $0.8050
- -----------------------------------------------------------------------------------------------------------------------------------
ANTIGUA $0.9095 $0.7276 $0.7094 $0.6822 $0.6640 $0.6367
- -----------------------------------------------------------------------------------------------------------------------------------
ARUBA $0.8420 $0.6736 $0.6568 $0.6315 $0.6147 $0.5894
- -----------------------------------------------------------------------------------------------------------------------------------
AUSTRALIA $0.4036 $0.3229 $0.3148 $0.3027 $0.2946 $0.2825
- -----------------------------------------------------------------------------------------------------------------------------------
AUSTRIA $0.6672 $0.5337 $0.5204 $0.5004 $0.4870 $0.4670
- -----------------------------------------------------------------------------------------------------------------------------------
BAHAMAS $0.3698 $0.2958 $0.2884 $0.2773 $0.2699 $0.2589
- -----------------------------------------------------------------------------------------------------------------------------------
BAHRAIN $1.2546 $1.0037 $0.9786 $0.9410 $0.9159 $0.8782
- -----------------------------------------------------------------------------------------------------------------------------------
BANGLADESH $1.9834 $1.5867 $1.5470 $1.4875 $1.4479 $1.3884
- -----------------------------------------------------------------------------------------------------------------------------------
BARBADOS $0.8781 $0.7025 $0.6849 $0.6586 $0.6410 $0.6147
- -----------------------------------------------------------------------------------------------------------------------------------
BELGIUM $0.7062 $0.5650 $0.5508 $0.5297 $0.5155 $0.4944
- -----------------------------------------------------------------------------------------------------------------------------------
BELIZE $1.2299 $0.9840 $0.9594 $0.9225 $0.8979 $0.8610
- -----------------------------------------------------------------------------------------------------------------------------------
BENIN $1.5356 $1.2284 $1.1977 $1.1517 $1.1210 $1.0749
- -----------------------------------------------------------------------------------------------------------------------------------
BERMUDA $0.6722 $0.5378 $0.5243 $0.5042 $0.4907 $0.4705
- -----------------------------------------------------------------------------------------------------------------------------------
BRITISH V.I $0.8971 $0.7177 $0.6997 $0.6728 $0.6549 $0.6280
- -----------------------------------------------------------------------------------------------------------------------------------
CAMBODIA $3.4197 $2.7357 $2.6673 $2.5648 $2.4964 $2.3938
- -----------------------------------------------------------------------------------------------------------------------------------
CAMEROON $1.5973 $1.2778 $1.2459 $1.1980 $1.1660 $1.1181
- -----------------------------------------------------------------------------------------------------------------------------------
CAYMAN ISLANDS $0.8406 $0.6725 $0.6557 $0.6305 $0.6137 $0.5884
- -----------------------------------------------------------------------------------------------------------------------------------
CROATIA $1.9157 $1.5326 $1.4943 $1.4368 $1.3985 $1.3410
- -----------------------------------------------------------------------------------------------------------------------------------
CYPRUS $1.3301 $1.0641 $1.0375 $0.9976 $0.9710 $0.9311
- -----------------------------------------------------------------------------------------------------------------------------------
CZECH REPUBLIC $0.8101 $0.6480 $0.6318 $0.6075 $0.5913 $0.5670
- -----------------------------------------------------------------------------------------------------------------------------------
DENMARK $0.5992 $0.4793 $0.4674 $0.4494 $0.4374 $0.4194
- -----------------------------------------------------------------------------------------------------------------------------------
DOMINICA $0.9512 $0.7610 $0.7419 $0.7134 $0.6944 $0.6658
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
MCI CONFIDENTIAL
10
<PAGE> 11
<TABLE>
<CAPTION>
COUNTRY BASE RATES EFFECTIVE EFFECTIVE EFFECTIVE EFFECTIVE EFFECTIVE
RATES AT RATES AT RATES AT RATES AT RATES AT
$200,000 $400,000 $600,000 $750,000 $1,000,000
TOTAL BILLING TOTAL BILLING TOTAL BILLING TOTAL BILLING TOTAL BILLING
AFTER AFTER 2% AFTER 5% AFTER 7% AFTER 10%
MAXIMIZER AND AND AND AND
DISCOUNT MAXIMIZER MAXIMIZER MAXIMIZER MAXIMIZER
WHEN DISCOUNTS DISCOUNTS DISCOUNTS DISCOUNTS
APPLICABLE WHEN WHEN WHEN WHEN
APPLICABLE APPLICABLE APPLICABLE APPLICABLE
<S> <C> <C> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------------------------------------
EGYPT $1.2717 $1.0174 $0.9919 $0.9538 $0.9284 $0.8902
- -----------------------------------------------------------------------------------------------------------------------------------
ETHIOPIA $2.0585 $1.6468 $1.6056 $1.5438 $1.5027 $1.4409
- -----------------------------------------------------------------------------------------------------------------------------------
FINLAND $0.5026 $0.4021 $0.3920 $0.3770 $0.3669 $0.3518
- -----------------------------------------------------------------------------------------------------------------------------------
GAMBIA $1.0233 $0.8186 $0.7982 $0.7675 $0.7470 $0.7163
- -----------------------------------------------------------------------------------------------------------------------------------
GERMANY $0.4358 $0.3486 $0.3399 $0.3268 $0.3181 $0.3050
- -----------------------------------------------------------------------------------------------------------------------------------
GHANA $1.5165 $1.2132 $1.1829 $1.1374 $1.1071 $1.0616
- -----------------------------------------------------------------------------------------------------------------------------------
GREECE $0.8883 $0.7107 $0.6929 $0.6662 $0.6485 $0.6218
- -----------------------------------------------------------------------------------------------------------------------------------
GRENADA $1.0143 $0.8115 $0.7912 $0.7607 $0.7405 $0.7100
- -----------------------------------------------------------------------------------------------------------------------------------
GUADELOUPE $1.3679 $1.0943 $1.0670 $1.0259 $0.9986 $0.9575
- -----------------------------------------------------------------------------------------------------------------------------------
GUAM $0.9583 $0.7666 $0.7475 $0.7187 $0.6995 $0.6708
- -----------------------------------------------------------------------------------------------------------------------------------
GUINEA $2.5783 $2.0626 $2.0111 $1.9337 $1.8821 $1.8048
- -----------------------------------------------------------------------------------------------------------------------------------
GUYANA $1.3473 $1.0779 $1.0509 $1.0105 $0.9835 $0.9431
- -----------------------------------------------------------------------------------------------------------------------------------
HUNGARY $0.9724 $0.7779 $0.7584 $0.7293 $0.7098 $0.6806
- -----------------------------------------------------------------------------------------------------------------------------------
ICELAND $0.9859 $0.7887 $0.7690 $0.7394 $0.7197 $0.6901
- -----------------------------------------------------------------------------------------------------------------------------------
INDONESIA $1.2674 $1.0139 $0.9885 $0.9505 $0.9252 $0.8872
- -----------------------------------------------------------------------------------------------------------------------------------
IRAQ $2.0853 $1.6683 $1.6266 $1.5640 $1.5223 $1.4597
- -----------------------------------------------------------------------------------------------------------------------------------
IRELAND $0.6156 $0.4925 $0.4802 $0.4617 $0.4494 $0.4309
- -----------------------------------------------------------------------------------------------------------------------------------
ITALY $0.7011 $0.5609 $0.5469 $0.5258 $0.5118 $0.4908
- -----------------------------------------------------------------------------------------------------------------------------------
IVORY COAST $2.0244 $1.6195 $1.5790 $1.5183 $1.4778 $1.4171
- -----------------------------------------------------------------------------------------------------------------------------------
JORDAN $1.5004 $1.2003 $1.1703 $1.1253 $1.0953 $1.0503
- -----------------------------------------------------------------------------------------------------------------------------------
KENYA $1.4266 $1.1413 $1.1128 $1.0700 $1.0414 $0.9986
- -----------------------------------------------------------------------------------------------------------------------------------
LIBERIA $1.1473 $0.9178 $0.8949 $0.8605 $0.8375 $0.8031
- -----------------------------------------------------------------------------------------------------------------------------------
LUXEMBOURG $0.6228 $0.4983 $0.4858 $0.4671 $0.4547 $0.4360
- -----------------------------------------------------------------------------------------------------------------------------------
MALAYSIA $0.8440 $0.6752 $0.6583 $0.6330 $0.6161 $0.5908
- -----------------------------------------------------------------------------------------------------------------------------------
MOROCCO $1.8628 $1.4902 $1.4530 $1.3971 $1.3598 $1.3039
- -----------------------------------------------------------------------------------------------------------------------------------
MOZAMBIQUE $2.3399 $1.8719 $1.8251 $1.7549 $1.7081 $1.6379
- -----------------------------------------------------------------------------------------------------------------------------------
MYANMAR (BURMA) $4.9308 $3.9446 $3.8460 $3.6981 $3.5995 $3.4516
- -----------------------------------------------------------------------------------------------------------------------------------
NETHERLANDS $0.3444 $0.2755 $0.2686 $0.2583 $0.2514 $0.2411
- -----------------------------------------------------------------------------------------------------------------------------------
NETHERLANDS ANTILLES $0.6472 $0.5177 $0.5048 $0.4854 $0.4724 $0.4530
- -----------------------------------------------------------------------------------------------------------------------------------
NEW CALEDONIA $2.5085 $2.0068 $1.9566 $1.8814 $1.8312 $1.7560
- -----------------------------------------------------------------------------------------------------------------------------------
NEW ZEALAND $0.6168 $0.4934 $0.4811 $0.4626 $0.4503 $0.4318
- -----------------------------------------------------------------------------------------------------------------------------------
NIGERIA $1.0308 $0.8246 $0.8040 $0.7731 $0.7525 $0.7215
- -----------------------------------------------------------------------------------------------------------------------------------
NORWAY $0.3955 $0.3164 $0.3085 $0.2966 $0.2887 $0.2769
- -----------------------------------------------------------------------------------------------------------------------------------
OMAN $2.1301 $1.7041 $1.6615 $1.5976 $1.5550 $1.4911
- -----------------------------------------------------------------------------------------------------------------------------------
PHILIPPINES $1.1464 $0.9171 $0.8942 $0.8598 $0.8369 $0.8025
- -----------------------------------------------------------------------------------------------------------------------------------
POLAND $0.8996 $0.7197 $0.7017 $0.6747 $0.6567 $0.6298
- -----------------------------------------------------------------------------------------------------------------------------------
PORTUGAL $0.8413 $0.6730 $0.6562 $0.6309 $0.6141 $0.5889
- -----------------------------------------------------------------------------------------------------------------------------------
QATAR $1.5538 $1.2430 $1.2120 $1.1653 $1.1343 $1.0877
- -----------------------------------------------------------------------------------------------------------------------------------
ROMANIA $1.5425 $1.2340 $1.2032 $1.1569 $1.1260 $1.0798
- -----------------------------------------------------------------------------------------------------------------------------------
SAO TOME $3.2256 $2.5805 $2.5160 $2.4192 $2.3547 $2.2579
- -----------------------------------------------------------------------------------------------------------------------------------
SENEGAL $2.3730 $1.8984 $1.8509 $1.7797 $1.7323 $1.6611
- -----------------------------------------------------------------------------------------------------------------------------------
SIERRA LEONE $1.9871 $1.5897 $1.5499 $1.4903 $1.4506 $1.3910
- -----------------------------------------------------------------------------------------------------------------------------------
SRI LANKA $1.7643 $1.4114 $1.3761 $1.3232 $1.2879 $1.2350
- -----------------------------------------------------------------------------------------------------------------------------------
ST. KITTS $1.0732 $0.8586 $0.8371 $0.8049 $0.7834 $0.7513
- -----------------------------------------------------------------------------------------------------------------------------------
ST. LUCIA $1.0732 $0.8586 $0.8371 $0.8049 $0.7834 $0.7513
- -----------------------------------------------------------------------------------------------------------------------------------
ST. VINCENT/GRENADINES $1.0742 $0.8594 $0.8379 $0.8057 $0.7842 $0.7520
- -----------------------------------------------------------------------------------------------------------------------------------
SURINAME $2.0348 $1.6279 $1.5872 $1.5261 $1.4854 $1.4244
- -----------------------------------------------------------------------------------------------------------------------------------
SWEDEN $0.3356 $0.2685 $0.2618 $0.2517 $0.2450 $0.2349
- -----------------------------------------------------------------------------------------------------------------------------------
SWITZERLAND $0.3659 $0.2927 $0.2854 $0.2744 $0.2671 $0.2561
- -----------------------------------------------------------------------------------------------------------------------------------
SYRIA $2.1861 $1.7489 $1.7052 $1.6396 $1.5959 $1.5303
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
MCI CONFIDENTIAL
11
<PAGE> 12
<TABLE>
<CAPTION>
COUNTRY BASE RATES EFFECTIVE EFFECTIVE EFFECTIVE EFFECTIVE EFFECTIVE
RATES AT RATES AT RATES AT RATES AT RATES AT
$200,000 $400,000 $600,000 $750,000 $1,000,000
TOTAL BILLING TOTAL BILLING TOTAL BILLING TOTAL BILLING TOTAL BILLING
AFTER AFTER 2% AFTER 5% AFTER 7% AFTER 10%
MAXIMIZER AND AND AND AND
DISCOUNT MAXIMIZER MAXIMIZER MAXIMIZER MAXIMIZER
WHEN DISCOUNTS DISCOUNTS DISCOUNTS DISCOUNTS
APPLICABLE WHEN WHEN WHEN WHEN
APPLICABLE APPLICABLE APPLICABLE APPLICABLE
<S> <C> <C> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------------------------------------
TANZANIA $1.5139 $1.2111 $1.1809 $1.1355 $1.1052 $1.0598
- -----------------------------------------------------------------------------------------------------------------------------------
THAILAND $1.1835 $0.9468 $0.9231 $0.8876 $0.8640 $0.8285
- -----------------------------------------------------------------------------------------------------------------------------------
TOGO $1.7806 $1.4245 $1.3889 $1.3355 $1.2998 $1.2464
- -----------------------------------------------------------------------------------------------------------------------------------
TUNISIA $1.6010 $1.2808 $1.2488 $1.2008 $1.1687 $1.1207
- -----------------------------------------------------------------------------------------------------------------------------------
TURKEY $0.9594 $0.7676 $0.7484 $0.7196 $0.7004 $0.6716
- -----------------------------------------------------------------------------------------------------------------------------------
TURKS & CAICOS ISL $1.0799 $0.8639 $0.8423 $0.8099 $0.7883 $0.7559
- -----------------------------------------------------------------------------------------------------------------------------------
UGANDA $1.4726 $1.1780 $1.1486 $1.1044 $1.0750 $1.0308
- -----------------------------------------------------------------------------------------------------------------------------------
UKRAINE $1.2015 $0.9612 $0.9372 $0.9011 $0.8771 $0.8411
- -----------------------------------------------------------------------------------------------------------------------------------
UNITED ARAB EMIRATES $0.8279 $0.6623 $0.6458 $0.6209 $0.6044 $0.5795
- -----------------------------------------------------------------------------------------------------------------------------------
VIETNAM $1.7597 $1.4077 $1.3725 $1.3197 $1.2845 $1.2318
- -----------------------------------------------------------------------------------------------------------------------------------
ZAIRE $1.5172 $1.2137 $1.1834 $1.1379 $1.1075 $1.0620
- -----------------------------------------------------------------------------------------------------------------------------------
ZAMBIA $1.6011 $1.2809 $1.2489 $1.2008 $1.1688 $1.1208
- -----------------------------------------------------------------------------------------------------------------------------------
ZIMBABWE $1.2854 $1.0283 $1.0026 $0.9640 $0.9383 $0.8998
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
MCI CONFIDENTIAL
12
<PAGE> 13
EXHIBIT A
CARRIER NETWORK SERVICE INTERNATIONAL OUTBOUND RATES
TABLE 3
SCHEDULE B
BASE RATE COUNTRIES - NON-DEDICATED
THE RATE CHART BELOW SHOWS CUSTOMER'S EFFECTIVE RATES AT EACH REVENUE
BILLING TIER AFTER BOTH THE MAXIMIZER AND REVENUE DISCOUNTS HAVE BEEN
APPLIED. ALL COUNTRIES NOT LISTED BELOW OR ABOVE WILL BE BILLED AT TARIFF
LESS TARIFF DISCOUNTS, FCC. NO 1, SECTION C.0739, PAGE NO. 19.9.1.7.8.3 OR ITS
SUCCESSOR SECTION.
All rates below are for U.S. Origination and international termination. Billing
increments are pursuant to FCC. No. 1, Section C 3.0739, Page No. 19.9.7.8.3 or
its successor section.
<TABLE>
<CAPTION>
COUNTRY BASE RATES EFFECTIVE EFFECTIVE EFFECTIVE EFFECTIVE EFFECTIVE
RATES AT RATES AT RATES AT RATES AT RATES AT
$200,000 $400,000 $600,000 $750,000 $1,000,000
TOTAL BILLING TOTAL BILLING TOTAL BILLING TOTAL BILLING TOTAL BILLING
AFTER AFTER 2% AFTER 5% AFTER 7% AFTER 10%
MAXIMIZER AND AND AND AND
DISCOUNT MAXIMIZER MAXIMIZER MAXIMIZER MAXIMIZER
WHEN DISCOUNTS DISCOUNTS DISCOUNTS DISCOUNTS
APPLICABLE WHEN WHEN WHEN WHEN
APPLICABLE APPLICABLE APPLICABLE APPLICABLE
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
ANGOLA $2.5561 $2.0448 $1.9937 $1.9170 $1.8659 $1.7892
ANGUILLA $1.1785 $0.9428 $0.9193 $0.8839 $0.8603 $0.8250
ANTIGUA $0.9381 $0.7505 $0.7317 $0.7036 $0.6848 $0.6567
ARUBA $0.8706 $0.6965 $0.6791 $0.6530 $0.6355 $0.6094
AUSTRALIA $0.4322 $0.3457 $0.3371 $0.3241 $0.3155 $0.3025
AUSTRIA $0.6958 $0.5566 $0.5427 $0.5218 $0.5079 $0.4870
BAHAMAS $0.3984 $0.3187 $0.3107 $0.2988 $0.2908 $0.2789
BAHRAIN $1.2832 $1.0266 $1.0009 $0.9624 $0.9367 $0.8982
BANGLADESH $2.0120 $1.6096 $1.5693 $1.5090 $1.4687 $1.4084
BARBADOS $0.9067 $0.7254 $0.7072 $0.6800 $0.6619 $0.6347
BELGIUM $0.7348 $0.5878 $0.5731 $0.5511 $0.5364 $0.5144
BELIZE $1.2585 $1.0068 $0.9816 $0.9439 $0.9187 $0.8810
BENIN $1.5641 $1.2513 $1.2200 $1.1731 $1.1418 $1.0949
BERMUDA $0.7008 $0.5606 $0.5466 $0.5256 $0.5116 $0.4905
BRITISH V.I $0.9256 $0.7405 $0.7220 $0.6942 $0.6757 $0.6480
CAMBODIA $3.4482 $2.7586 $2.6896 $2.5862 $2.5172 $2.4138
CAMEROON $1.6258 $1.3007 $1.2682 $1.2194 $1.1869 $1.1381
CAYMAN ISLANDS $0.8692 $0.6954 $0.6780 $0.6519 $0.6345 $0.6084
CROATIA $1.9443 $1.5555 $1.5166 $1.4582 $1.4193 $1.3610
</TABLE>
MCI CONFIDENTIAL
13
<PAGE> 14
<TABLE>
<CAPTION>
COUNTRY BASE RATES EFFECTIVE EFFECTIVE EFFECTIVE EFFECTIVE EFFECTIVE
RATES AT RATES AT RATES AT RATES AT RATES AT
$200,000 $400,000 $600,000 $750,000 $1,000,000
TOTAL BILLING TOTAL BILLING TOTAL BILLING TOTAL BILLING TOTAL BILLING
AFTER AFTER 2% AFTER 5% AFTER 7% AFTER 10%
MAXIMIZER AND AND AND AND
DISCOUNT MAXIMIZER MAXIMIZER MAXIMIZER MAXIMIZER
WHEN DISCOUNTS DISCOUNTS DISCOUNTS DISCOUNTS
APPLICABLE WHEN WHEN WHEN WHEN
APPLICABLE APPLICABLE APPLICABLE APPLICABLE
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
CYPRUS $1.3587 $1.0869 $1.0598 $1.0190 $0.9918 $0.9511
CZECH REPUBLIC $0.8386 $0.6709 $0.6541 $0.6290 $0.6122 $0.5870
DENMARK $0.6277 $0.5022 $0.4896 $0.4708 $0.4583 $0.4394
DOMINICA $0.9798 $0.7838 $0.7642 $0.7348 $0.7152 $0.6858
EGYPT $1.3003 $1.0402 $1.0142 $0.9752 $0.9492 $0.9102
ETHIOPIA $2.0870 $1.6696 $1.6279 $1.5653 $1.5235 $1.4609
FINLAND $0.5312 $0.4249 $0.4143 $0.3984 $0.3878 $0.3718
GAMBIA $1.0519 $0.8415 $0.8205 $0.7889 $0.7679 $0.7363
GERMANY $0.4643 $0.3715 $0.3622 $0.3482 $0.3390 $0.3250
GHANA $1.5451 $1.2361 $1.2052 $1.1588 $1.1279 $1.0816
GREECE $0.9169 $0.7335 $0.7152 $0.6877 $0.6693 $0.6418
GRENADA $1.0429 $0.8343 $0.8135 $0.7822 $0.7613 $0.7300
GUADELOUPE $1.3965 $1.1172 $1.0892 $1.0474 $1.0194 $0.9775
GUAM $0.9868 $0.7895 $0.7697 $0.7401 $0.7204 $0.6908
GUINEA $2.6068 $2.0855 $2.0333 $1.9551 $1.9030 $1.8248
GUYANA $1.3759 $1.1007 $1.0732 $1.0319 $1.0044 $0.9631
HUNGARY $1.0009 $0.8007 $0.7807 $0.7507 $0.7307 $0.7006
ICELAND $1.0145 $0.8116 $0.7913 $0.7609 $0.7406 $0.7101
INDONESIA $1.2959 $1.0367 $1.0108 $0.9719 $0.9460 $0.9072
IRAQ $2.1139 $1.6911 $1.6489 $1.5854 $1.5432 $1.4797
IRELAND $0.6442 $0.5154 $0.5025 $0.4832 $0.4703 $0.4509
ITALY $0.7297 $0.5838 $0.5692 $0.5473 $0.5327 $0.5108
IVORY COAST $2.0530 $1.6424 $1.6013 $1.5397 $1.4987 $1.4371
JORDAN $1.5290 $1.2232 $1.1926 $1.1468 $1.1162 $1.0703
KENYA $1.4552 $1.1642 $1.1350 $1.0914 $1.0623 $1.0186
LIBERIA $1.1758 $0.9407 $0.9172 $0.8819 $0.8584 $0.8231
LUXEMBOURG $0.6514 $0.5211 $0.5081 $0.4886 $0.4755 $0.4560
MALAYSIA $0.8725 $0.6980 $0.6806 $0.6544 $0.6370 $0.6108
MOROCCO $1.8913 $1.5131 $1.4752 $1.4185 $1.3807 $1.3239
MOZAMBIQUE $2.3685 $1.8948 $1.8474 $1.7764 $1.7290 $1.6579
MYANMAR (BURMA) $4.9594 $3.9675 $3.8683 $3.7195 $3.6203 $3.4716
NETHERLANDS $0.3730 $0.2984 $0.2909 $0.2797 $0.2723 $0.2611
NETHERLANDS $0.6757 $0.5406 $0.5271 $0.5068 $0.4933 $0.4730
ANTILLES
NEW CALEDONIA $2.5371 $2.0297 $1.9789 $1.9028 $1.8521 $1.7760
NEW ZEALAND $0.6454 $0.5163 $0.5034 $0.4840 $0.4711 $0.4518
NIGERIA $1.0594 $0.8475 $0.8263 $0.7945 $0.7733 $0.7415
NORWAY $0.4241 $0.3393 $0.3308 $0.3181 $0.3096 $0.2969
OMAN $2.1586 $1.7269 $1.6837 $1.6190 $1.5758 $1.5111
PHILIPPINES $1.1749 $0.9400 $0.9165 $0.8812 $0.8577 $0.8225
POLAND $0.9282 $0.7426 $0.7240 $0.6962 $0.6776 $0.6498
PORTUGAL $0.8698 $0.6959 $0.6785 $0.6524 $0.6350 $0.6089
QATAR $1.5824 $1.2659 $1.2342 $1.1868 $1.1551 $1.1077
ROMANIA $1.5711 $1.2569 $1.2254 $1.1783 $1.1469 $1.0998
SAO TOME $3.2542 $2.6034 $2.5383 $2.4407 $2.3756 $2.2779
SENEGAL $2.4015 $1.9212 $1.8732 $1.8012 $1.7531 $1.6811
SIERRA LEONE $2.0157 $1.6125 $1.5722 $1.5118 $1.4714 $1.4110
SRI LANKA $1.7929 $1.4343 $1.3984 $1.3446 $1.3088 $1.2550
ST. KITTS $1.1018 $0.8814 $0.8594 $0.8263 $0.8043 $0.7713
</TABLE>
MCI CONFIDENTIAL
14
<PAGE> 15
<TABLE>
<CAPTION>
COUNTRY BASE RATES EFFECTIVE EFFECTIVE EFFECTIVE EFFECTIVE EFFECTIVE
RATES AT RATES AT RATES AT RATES AT RATES AT
$200,000 $400,000 $600,000 $750,000 $1,000,000
TOTAL BILLING TOTAL BILLING TOTAL BILLING TOTAL BILLING TOTAL BILLING
AFTER AFTER 2% AFTER 5% AFTER 7% AFTER 10%
MAXIMIZER AND AND AND AND
DISCOUNT MAXIMIZER MAXIMIZER MAXIMIZER MAXIMIZER
WHEN DISCOUNTS DISCOUNTS DISCOUNTS DISCOUNTS
APPLICABLE WHEN WHEN WHEN WHEN
APPLICABLE APPLICABLE APPLICABLE APPLICABLE
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
ST. LUCIA $1.1018 $0.8814 $0.8594 $0.8263 $0.8043 $0.7713
ST. VINCENT/GRENADINES $1.1028 $0.8823 $0.8602 $0.8271 $0.8051 $0.7720
SURINAME $2.0634 $1.6507 $1.6095 $1.5476 $1.5063 $1.4444
SWEDEN $0.3642 $0.2914 $0.2841 $0.2731 $0.2659 $0.2549
SWITZERLAND $0.3945 $0.3156 $0.3077 $0.2959 $0.2880 $0.2761
SYRIA $2.2147 $1.7718 $1.7275 $1.6610 $1.6167 $1.5503
TANZANIA $1.5425 $1.2340 $1.2032 $1.1569 $1.1260 $1.0798
THAILAND $1.2121 $0.9697 $0.9454 $0.9091 $0.8848 $0.8485
TOGO $1.8092 $1.4473 $1.4112 $1.3569 $1.3207 $1.2664
TUNISIA $1.6296 $1.3037 $1.2711 $1.2222 $1.1896 $1.1407
TURKEY $0.9880 $0.7904 $0.7707 $0.7410 $0.7212 $0.6916
TURKS & CAICOS ISL $1.1085 $0.8868 $0.8646 $0.8314 $0.8092 $0.7759
UGANDA $1.5011 $1.2009 $1.1709 $1.1258 $1.0958 $1.0508
UKRAINE $1.2301 $0.9841 $0.9595 $0.9226 $0.8980 $0.8611
UNITED ARAB EMIRATES $0.8565 $0.6852 $0.6680 $0.6424 $0.6252 $0.5995
VIETNAM $1.7882 $1.4306 $1.3948 $1.3412 $1.3054 $1.2518
ZAIRE $1.5457 $1.2366 $1.2057 $1.1593 $1.1284 $1.0820
ZAMBIA $1.6297 $1.3038 $1.2712 $1.2223 $1.1897 $1.1408
ZIMBABWE $1.3139 $1.0511 $1.0249 $0.9854 $0.9592 $0.9198
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
MCI CONFIDENTIAL
15
<PAGE> 16
EXHIBIT B
MCI FEATURE CARD SERVICE AND
ASSOCIATED FEATURE SERVICES DISCOUNT
A. MCI FEATURE CARD SERVICE (OPTION T).
When used under this Paragraph A, MCI Feature Card Service shall refer to
such service only as accessed by dialing the unique 800 access number
assigned by MCI to the MCI Feature Card Service.
1) For domestic (i.e., within the U.S., but excluding Alaska, Hawaii,
Puerto Rico and the U.S. Virgin Islands) interstate usage of MCI Feature
Card (exclusive of monthly recurring charges, taxes, surcharges,
installation charges, MCI Feature Card surcharges, Directory Assistance
charges, charges for local access/egress services or facilities, and
enhanced feature charges associated with MCI Feature Card Service),
Customer shall pay a postalized rate of $0.2225 per minute.
2)(a) For domestic intrastate usage of MCI Feature Card (exclusive of
monthly recurring charges, taxes, surcharges, installation charges, MCI
Feature Card surcharges, Directory Assistance charges, charges for local
access/egress services or facilities, and enhanced feature charges
associated with MCI Feature Card Service), Customer shall pay standard
tariff rates for MCI Feature Card Service in each applicable MCI state
tariff.
(b) Customer shall receive a credit for domestic intrastate usage of MCI
Feature Card Service, which when combined with the rates identified in
2)(a) above, shall yield the postalized rate of $0.2225 per minute
(exclusive of monthly recurring charges, taxes, surcharges, installation
charges, MCI Feature Card surcharges, Directory Assistance charges,
charges for local access/egress services or facilities, and enhanced
feature charges associated with MCI Feature Card Service).
(c) The credit amount in 2)(b) above shall be applied to Customer's
domestic interstate monthly usage charges (exclusive of monthly recurring
charges, taxes, surcharges, installation charges, MCI Feature Card
surcharges, Directory Assistance charges, charges for local access/egress
services or facilities and enhanced feature charges associated with the
MCI Feature Card Service). The credit amount in any month shall not exceed
such interstate monthly usage charges and shall not be carried forward to
any subsequent month.
3) During each month of the Service Term, Customer shall receive a credit
calculated by multiplying thirty percent (30%) times Customer's domestic
interstate, intrastate (after application of the credit described in
Paragraph 2)(b) above) and international usage charges of MCI Feature Card
Service (exclusive of monthly recurring charges, taxes, surcharges,
installation charges, MCI Feature Card surcharges, Directory Assistance
charges, charges for local access/egress services or facilities, and
enhanced feature charges associated with MCI Feature Card Service).
The credit amount shall be applied to Customer's domestic interstate
monthly usage charges (exclusive of monthly recurring charges, taxes,
surcharges, installation charges, MCI Feature Card surcharges, Directory
Assistance charges, charges for local access/egress services or facilities
and enhanced feature charges associated with the MCI Feature Card
Service). The credit amount in any month shall not exceed such interstate
monthly usage charges and shall not be carried forward to any subsequent
month.
4) The following MCI Feature Card surcharges shall be charged on all
direct dial MCI Feature Card calls.
<TABLE>
<CAPTION>
FROM TO SURCHARGE
---- -- ---------
<S> <C> <C>
United States ("U.S") U.S., Puerto Rico, U.S. Virgin Islands, Alaska & Hawaii $0.000
U.S. U.S., within the same State (domestic intrastate) $0.25
</TABLE>
MCI CONFIDENTIAL
16
<PAGE> 17
<TABLE>
<S> <C> <C>
Puerto Rico U.S. $0.250
U.S. Virgin Islands U.S. $0.250
U.S., Puerto Rico
& U.S. Virgin Island Canada $0.250
U.S., Puerto Rico
& U.S. Virgin Islands International Locations other than Canada $1.250
Canada U.S., Puerto Rico & U.S. Virgin Islands $1.000
Canada International Locations $1.250
</TABLE>
5) The above discounts for MCI Feature Card Service are in lieu of any
Tariff discounts including, without limitation, the discounts for MCI
Feature Card Service available under MCI VIP, MCI VIP Plus, MCI MOD and
MCI CAS Service.
6) For MCI Feature Card Service, Customer shall pay MCI for the
fulfillment costs associated with Customer's usage of MCI Feature Card
Service, plus an administrative charge for handling fulfillment in an
amount equal to fifteen percent (15%) of the fulfillment costs.
7) For MCI Feature Card Service, MCI shall provide the fraud detection
procedures set forth in Exhibit C, attached hereto and incorporated herein
by reference. Customer shall be responsible for all fraud associated with
its usage of MCI Feature Card Service, except as set forth in Exhibit C.
B. DISCOUNTS ON NON-TARIFFED FEATURE SERVICES.
1) Customer will be entitled to the following applicable incremental
discounts on Customer's usage of non-tariffed Feature Card Services (MCI
Messenger Service, *3 Flexible Routing for Voice Mail, Voice News Network
and Speed Dialing) as determined by Customer's Non-Tariffed Feature
Services Monthly Usage (as defined below):
<TABLE>
<CAPTION>
Non-Tariffed
Feature Services Discount
Monthly Usage Percentage
------------- ----------
<S> <C>
$ 0 to $ 999 3.0%
$ 1,000 to $ 19,999 6.0%
$ 20,000 to $ 49,999 6.5%
$ 50,000 to $ 99,999 7.0%
$100,000 to $249,999 7.5%
$250,000 to $374,999 8.0%
$375,000 and above 8.5%
</TABLE>
The above discounts shall apply only to Customer's usage of non-tariffed
Feature Services provided pursuant to MCI's standard terms and conditions
for such services, but not to charges for installation, taxes or
surcharges, and charges for local access/egress services or facilities
associated with non-tariffed Feature Services.
2) Non-Tariffed Feature Services Monthly Usage shall mean Customer's
monthly combined recurring and usage charges for non-tariffed Feature
Services at standard pricing but not including taxes (and gross receipts
taxes), surcharges, and any charges for MCI Tariff or state tariff
services.
MCI CONFIDENTIAL
17
<PAGE> 18
C. DISCOUNTS ON TARIFFED FEATURE SERVICES.
1) Customer will be entitled to the following applicable incremental
discounts on Customer's usage of tariffed Feature Card Services (i.e.,
conference calling) as determined by Customer's Tariffed Feature Services
Monthly Usage (as defined below):
<TABLE>
<CAPTION>
Tariffed
Feature Services Discount
Monthly Usage Percentage
------------- ----------
<S> <C>
$ 0 to $ 1,499 3.0%
$ 1,500 to $ 37,499 12.0%
$ 37,500 to $112,499 13.0%
$112,500 to $187,499 14.0%
$187,500 to $374,999 15.0%
$375,000 to $562,499 16.0%
$562,500 and above 17.0%
</TABLE>
The above discounts shall apply only to Customer's usage of tariffed
Feature Services provided pursuant to MCI's standard terms and conditions
for such services, but not to charges for installation, taxes or
surcharges, and charges for local access/egress services or facilities
associated with tariffed Feature Services.
2) Tariffed Feature Services Monthly Usage shall mean Customer's monthly
combined recurring and usage charges for tariffed Feature Services at
standard pricing but not including taxes (and gross receipts taxes),
surcharges, and any charges for MCI Tariff or state tariff services.
MCI CONFIDENTIAL
18
<PAGE> 1
EXHIBIT 10.14
MCI TELECOMMUNICATIONS
CORPORATION
[MCI LOGO]
Three Ravinia Drive
Atlanta, GA 30346
MCI SENSIBILL DIRECT REMIT AGREEMENT
This MCI Sensibill Direct Remit Sensibill Agreement ("Sensibill Agreement") is
made this 7th day of January, 1997 between MCI TELECOMMUNICATIONS CORPORATION
("MCI") a Delaware corporation, with offices located at 1801 Pennsylvania Avenue
N.W., Washington, D.C. 20006, and LONG DISTANCE DIRECT, INC. ("Customer"), a(n)
N.Y. corporation, with offices located at Pearl River, N.Y.
WHEREAS, Customer and MCI entered into a Carrier Agreement signed by Customer on
March 14, 1996, and subsequently accepted by MCI on March 26, 1996, as amended
by the First Amendment signed by Customer on September 23, 1996, and
subsequently accepted by MCI on September 27, 1996 (collectively, the
"Agreement").
WHEREAS, Customer and MCI desire to enter into this MCI Sensibill Direct Remit
Agreement as an addendum to the Agreement.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, Customer and MCI agree as follows:
1. WORK STATEMENT
MCI, either internally or through a subcontractor, shall furnish data processing
services such as input/output capability, central processing time, program
storage capability and the use of proprietary programs furnished and/or owned by
MCI or its subcontractor (hereinafter collectively defined as "Computer
Services") in accordance with and subject to the terms and conditions stated in
this Sensibill Agreement and Exhibit A.
2. CHARGES
The charges for Computer Services are set forth in Exhibit A ("Service
Charges"). All Service Charges are exclusive of federal, state and local sales,
use, excise, utility, and gross receipts taxes and other similar tax-like
charges, including tax-related surcharges as provided in MCI's F.C.C. and state
tariffs ("Tax Charges"). Customer agrees to pay all Tax Charges. In the event
that Customer provides MCI with a duly authorized exemption certificate, MCI
agrees to exempt Customer in accordance with law, effective on the date the
exemption certificate is received by MCI.
(a) Customer shall pay MCI for all MCI Service(s) provided during a usage
month within twenty-five (25) days from the last day of the usage month.
If Customer has not received MCI's invoice for the services provided prior
to the date when Customer must pay MCI, Customer shall pay MCI an amount
estimated to be billed for services provided during the prior month
("Estimated Payment"). At the initiation of this Agreement if Customer has
not received MCI's invoice prior to the date when Customer must pay MCI
for services provided during the first month of this Agreement, the
Estimated Payment shall be equal to Customer's estimate of Customer's
prior month's usage. For each month thereafter, the Estimated Payment
shall be equal to the amount of the prior MCI invoice or invoices which
reflect one month's total usage of MCI services received by the Customer.
(b) Within ten (10) days of the date of MCI's invoice, MCI and Customer
shall reconcile the Estimated Payment with the MCI invoice amount for such
month. MCI shall credit any Estimated Payment amount in
MCI CONFIDENTIAL
1
<PAGE> 2
excess of the MCI invoice amount for such month on the next available
invoice. Immediately after reconciliation, Customer shall pay MCI any
amount due resulting from a difference between the MCI invoice amount for
such month and the Estimated Payment.
(c) Customer's failure to pay the invoiced amount in full within said
twenty-five (25) day period may result in the exercise by MCI of MCI's
rights under the security provisions contained in the Agreement
(d) For each month that Customer pays the amount invoiced within said
twenty-five (25) day period described above, Customer shall receive a
discount equal to one percent (1%) of the amount invoiced (less charges
for installation, taxes, tax-related surcharges, any other applicable
surcharges, charges for access and access-related charges, including,
without limitation, access charges in the tariffs) in such month. The
discount shall be applied to Customer's total monthly domestic interstate
usage for MCI Services under this Agreement appearing on the next month's
invoice.
3. CONFIDENTIALITY
"Confidential Information" shall mean information that relates to the
performance of this Sensibill Agreement or that, although not related to such
purpose, is nevertheless disclosed as a result of the discussions by MCI and
Customer in that regard, and that should reasonably have been understood by the
Customer, because of legends or other markings, the circumstances of disclosure
or the nature of the information itself, to be proprietary and confidential to
MCI, an affiliate of the MCI or to a third party. Confidential Information may
be disclosed in written or other tangible form (including on magnetic media) or
by oral, visual or other means.
Customer may use Confidential Information of MCI only for the purposes set forth
in this Sensibill Agreement, and shall protect such Confidential Information
from disclosure to others, using the same degree of care used to protect its own
confidential or proprietary information of like importance, but in any case
using no less than a reasonable degree of care. Customer may disclose
Confidential Information received hereunder to its employees, who have a need to
know, for the purpose of this Sensibill Agreement, and who are bound to protect
the received Confidential Information from unauthorized use and disclosure under
the terms of a written agreement. Confidential Information shall not otherwise
be disclosed to any third party without the prior written consent of the MCI.
The restrictions of this Sensibill Agreement on use and disclosure of
Confidential Information shall not apply to information that:
(a) Was publicly known at the time of MCI's communication thereof to
Customer;
(b) Becomes publicly known through no fault of Customer subsequent to the
time of MCI's communication thereof to Customer;
(c) Was in Customer's possession free of any obligation of confidence at
the time of MCI's communication thereof to Customer;
(d) Is developed by Customer independently of and without reference to any
of MCI's Confidential Information or other information that MCI disclosed
in confidence to any third party;
(e) Is rightfully obtained by Customer from third parties authorized to
make such disclosure without restriction; or
(f) Is identified by MCI as no longer proprietary or confidential.
MCI CONFIDENTIAL
2
<PAGE> 3
In the event Customer is required by law, regulation or court order to disclose
any of MCI's Confidential Information, Customer shall promptly notify MCI in
writing prior to making any such disclosure in order to facilitate MCI seeking a
protective order or other appropriate remedy from the proper authority. Customer
agrees to cooperate with MCI in seeking such order or other remedy. Customer
further agrees that if MCI is not successful in precluding the requesting legal
body from requiring the disclosure of the Confidential Information, Customer
shall furnish only that portion of the Confidential Information which is legally
required and shall exercise all reasonable efforts to obtain reliable assurances
that confidential treatment shall be accorded the Confidential Information.
4. DATA PROTECTION
MCI shall provide physical back-up of data files and shall maintain monthly
back-up master files and monthly transaction data files for three (3) months
after generation of said files. Customer shall be responsible for initiating and
maintaining, external to MCI's system, backup copies of data that is provided by
Customer as input for Computer Services provided by MCI.
5. CUSTOMER'S RESPONSIBILITIES
Unless otherwise specifically agreed, Customer shall acquire, at its expense,
the appropriate personal computers, compatible terminals, modems, data
collection units and/or telephone equipment and telephone lines necessary for
accessing Computer Services system or data collection devices, as necessary. The
costs of installing, operating, maintaining and removing such equipment shall be
borne by Customer.
In the event MCI or its subcontractors installs and/or maintains the equipment,
Customer agrees to promptly provide and permit reasonable access to such
equipment by MCI personnel and to provide the necessary environment for such
equipment.
Customer understands that changes resulting from client requests or changes
resulting from incomplete or inaccurate information, including but not limited
to changes in data supplied, requirements or specifications, such as formats,
reports or data volume, may cause delays and affect the amount of Computer
Services required, the fees, expenses and payments required, and the completion
dates.
6. LIMITED WARRANTY AND LIMITATION OF LIABILITY
(a) MCI shall perform the Services in accordance with the terms and
conditions herein unless:
(i) Events or circumstances beyond the control of MCI or its agents
or subcontractors preclude performance, including, without
limitation, acts of God such as fire, explosion, floods or
earthquakes or failure of power, supply of materials or equipment or
strikes, labor disputes or work stoppages; or
(ii) Customer breaches any material term or condition of this
Sensibill Agreement.
(b) Other than as expressly set forth herein, MCI DISCLAIMS ALL WARRANTIES
OF ANY KIND, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF
MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE.
(c) THE TOTAL LIABILITY OF MCI, ITS AFFILIATES OR ANY OF THEIR DIRECTORS,
OFFICERS, EMPLOYEES, AGENTS OR SUBCONTRACTORS TO CUSTOMER, FOR OTHER THAN
DAMAGES TO REAL PROPERTY OR TANGIBLE PERSONAL PROPERTY OR CLAIMS FOR
PERSONAL INJURY, SHALL BE LIMITED TO ACTUAL, DIRECT DAMAGES RESULTING FROM
MCI'S GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT AND SHALL NOT EXCEED, IN
THE AGGREGATE, AN AMOUNT EQUAL TO THE TOTAL AMOUNTS PAID BY CUSTOMER TO
MCI CONFIDENTIAL
3
<PAGE> 4
MCI FOR THE SPECIFIC SERVICE FORMING THE BASIS FOR THE CAUSE OF ACTION FOR
THE THREE MONTHS IMMEDIATELY PRECEDING THE ACCRUAL OF SUCH CAUSE OF
ACTION. NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS SECTION, MCI SHALL
NOT BE LIABLE FOR DAMAGES THAT COULD HAVE BEEN AVOIDED BY CUSTOMER'S USE
OF REASONABLE DILIGENCE.
(d) NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS SENSIBILL AGREEMENT TO
THE CONTRARY, IN NO EVENT SHALL MCI, ANY OF ITS AFFILIATES OR ANY OF THEIR
DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR SUBCONTRACTORS BE LIABLE TO
CUSTOMER FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE
DAMAGES, EVEN IF MCI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
(e) MCI AND CUSTOMER EXPRESSLY ACKNOWLEDGE AND AGREE THAT LIMITATIONS AND
EXCLUSIONS CONTAINED HEREIN REPRESENT THE PARTIES' AGREEMENT AS TO THE
ALLOCATION OF RISK BETWEEN THE PARTIES IN CONNECTION WITH MCI'S
OBLIGATIONS UNDER THIS SENSIBILL AGREEMENT. THE PAYMENTS PAYABLE TO MCI IN
CONNECTION HEREWITH REFLECT THIS ALLOCATION OF RISK AND THE EXCLUSION OF
CONSEQUENTIAL DAMAGES IN THIS SENSIBILL AGREEMENT.
(f) Customer agrees to indemnify MCI and its affiliates and their
respective employees, officers, directors, agents and subcontractors, and
hold them harmless against any damages and expenses, including reasonable
attorneys' fees, incurred by any of them arising out of Customer's, or its
employees', officers', directors', subcontractor(s)' or agent(s)', acts,
omissions or breach of its obligations hereunder, or its use of the
Computer Services in a manner other than as intended herein.
7. IMPROVEMENTS
Upon 60 days prior written notice, MCI may make reasonable changes in rules of
operation, accessibility periods, Customer's identifications, procedures, type
of terminal equipment, type of system equipment, system programming languages
and location of the computer center or remote access stations serving Customer.
Customizations shall be wholly owned by MCI or MCI's subcontractor.
8. COMPANY AND WORK RULES
MCI, Customer, the parties' subcontractors, and the parties' agents while on the
premises of the other shall comply with all reasonable company rules and
regulations including, where required by government regulations, submission of
satisfactory clearance from the Department of Defense and other federal
authorities concerned.
9. RIGHT OF ACCESS
Customer shall permit reasonable access to Customer's facilities in connection
with work hereunder. No charge shall be made for such visits. It is agreed that
prior notification shall be given when access is required.
10. RELEASES VOID
Customer shall not require waivers or releases of any personal rights from
representatives of the other in connection with visits to the other's premises,
and no such releases or waivers shall be pleaded by Customer or third persons in
any action or proceeding.
11. ASSIGNMENT
MCI CONFIDENTIAL
4
<PAGE> 5
Customer may not assign or otherwise transfer this Sensibill Agreement or any of
Customer's interest herein without the prior and express written consent thereto
by MCI. Any attempted assignment without MCI's prior written consent shall be
void. MCI may assign this Sensibill Agreement to MCI's parent, subsidiary or
affiliate company.
12. PATENT LICENSES
No licenses, express or implied, under any patents are granted to Customer by
MCI hereunder except as provided in the following Paragraphs of Exhibit A:
Paragraph II, Sections A, B, or C, and Paragraph IV, Sections C and I.
13. ARBITRATION
Any dispute arising out of or related to this Sensibill Agreement, which cannot
be resolved by negotiation, shall be settled by binding arbitration in
accordance with the J.A.M.S/ENDISPUTE Arbitration Rules and Procedures
("Endispute Rules"), as amended by this Sensibill Agreement. The costs of
arbitration, including the fees and expenses of the arbitrator, shall be shared
equally by the parties unless the arbitration award provides otherwise. Each
party shall bear the cost of preparing and presenting its case. The parties
agree that this provision and the Arbitrator's authority to grant relief shall
be subject to the United States Arbitration Act, 9 U.S.C. 1-16 et seq. ("USAA"),
the provisions of this Sensibill Agreement, and the ABA-AAA Code of Ethics for
Arbitrators in Commercial Disputes. The parties agree that the arbitrator shall
have no power or authority to make awards or issue orders of any kind except as
expressly permitted by this Sensibill Agreement, and in no event shall the
arbitrator have the authority to make any award that provides for punitive or
exemplary damages. The Arbitrator's decision shall follow the plain meaning of
the relevant documents and shall be final and binding. The award may be
confirmed and enforced in any court of competent jurisdiction. All post-award
proceedings shall be governed by the USAA.
14. APPLICABLE LAW
This Sensibill Agreement, including all matters relating to the validity,
construction, performance and enforcement thereof, shall be governed by the laws
of the State of New York without giving reference to its principles of conflicts
of law.
15. TERM AND TERMINATION
(a) The Service Term shall begin the first day of the month following the
execution of this Sensibill Agreement by both parties ("Effective Date")
and shall continue for a period coterminous with the Service Term
contained in the Agreement.
(b) Notwithstanding the above Section 15(a), in the event MCI's agreement
with MCI's Computer Services subcontractor is terminated for any reason,
MCI may immediately terminate this Sensibill Agreement without any
liability. However, Customer shall have the option of requesting a
Computer Services transition period of three (3) months which shall be
granted by MCI only to the extent that MCI retains the ability to provide
the Computer Services during such transition period.
(c) MCI or Customer may terminate this Sensibill Agreement if the other
party defaults by failing to perform any material obligation herein. In no
event shall either MCI or Customer terminate by reason of any such default
unless written notice detailing such default is given the offending party.
The offending party shall thereafter have thirty (30) days after such
written notice to correct such default. However, in the event of
non-payment by Customer, MCI may immediately terminate the provision of
Computer Services to Customer.
(d) If a party becomes or is declared insolvent or bankrupt, is the
subject of any proceedings relating to its liquidation or insolvency or
for the appointment of a receiver or similar officer for it, makes an
assignment for the benefit of all or substantially all of its creditors,
or enters into an agreement for the composition, extension, or
MCI CONFIDENTIAL
5
<PAGE> 6
readjustment of all or substantially all of its obligations, then the
other party may terminate this Sensibill Agreement as of the date
specified in a written Termination Notice delivered to the party.
16. NOTICE
(a) How Notice Given
Except as otherwise provided under this Sensibill Agreement, all notices,
demands and requests which may be given by any party to the other party
shall be in writing and shall be either:
(i) Delivered in person;
(ii) Mailed, postage prepaid, registered or certified mail, return
receipt requested;
(iii) Placed in the hands of a national overnight delivery service;
or
(iv) Sent by facsimile transmission to the recipient's facsimile
machine, with an extra copy immediately following by first class
mail; and addressed as follows:
IF TO CUSTOMER:
Long Distance Direct Inc.
- ---------------------------------
Attn: Steven Lampert
-----------------------------
1 Blue Hill Plaza
- -----------------------------------
Pearl River N.Y. 10965
- -----------------------------------
- --------------------------------------------------------------------------------
IF TO MCI:
MCI TELECOMMUNICATIONS CORPORATION
ATTENTION: VICE PRESIDENT, FINANCE
THREE RAVINIA DRIVE
ATLANTA, GEORGIA 30346
TELEPHONE: (404) 280-6000
FAX: (404) 280-5344
WITH A COPY TO:
MCI TELECOMMUNICATIONS CORPORATION
205 N. MICHIGAN AVENUE, SUITE 3000
CHICAGO, IL 60601
(312) 819-6537 (PHONE)
(312) 819-6745 (FACSIMILE)
ATTN: LEGAL DEPARTMENT
If personal delivery is selected as the method of giving notice under this
Section, a receipt for such delivery shall be obtained. The address to which
such notices, demands, requests, elections or other communications are given by
either party may be changed by written notice given by such party to the other
party pursuant to this Section 16.
b. When Notice Effective
Except as otherwise expressly provided herein, all such notices shall be
effective upon receipt if delivered by hand, facsimile, national overnight
delivery service, certified or registered mail and otherwise five (5)
Business Days alter placement in the U.S. Mails.
17. INDEPENDENT CONTRACTOR STATUS
MCI CONFIDENTIAL
6
<PAGE> 7
MCI's and it's subcontractors relationship to Customer in the performance of
this Sensibill Agreement is that of an independent contractor. Nothing contained
in this Sensibill Agreement shall be deemed or construed as creating a
partnership, joint venture or fiduciary relationship between MCI and Customer.
18. COMPLIANCE
Both parties agree to comply with applicable federal, state, county and local
laws, ordinances, regulations and codes in the performance of this Sensibill
Agreement, including the procurement of permits and certificates where needed.
19. INVALID PROVISION
In the event that one or more of the provisions herein shall for any reason be
held to be illegal or unenforceable, this Sensibill Agreement shall be revised
only to the extent necessary to make such provision(s) legal and enforceable;
provided, however, that the Sensibill Agreement as revised is consistent with
the parties original intent.
20. WAIVER
No waiver of any of the provisions of this Sensibill Agreement shall be binding
unless it is in writing and signed by both parties. The failure of either party
to insist on the strict enforcement of any provision of this Sensibill Agreement
shall not constitute a waiver of any provision and all terms shall remain in
full force and effect.
21. SURVIVAL OF RIGHTS AND OBLIGATIONS
All terms herein which by their nature are intended to survive the expiration or
termination of this Sensibill Agreement shall survive the expiration or
termination of this Sensibill Agreement.
22. SECTION AND PARAGRAPH HEADINGS
Section and paragraph headings used throughout this Sensibill Agreement are for
reference and convenience and in no way define, limit or describe the scope or
intent of this Sensibill Agreement or affect its provisions.
23. ENTIRE AGREEMENT
This Agreement supersedes and replaces all prior and contemporaneous agreements,
understandings and representations, whether oral or written, between the parties
and relating to the subject matter hereof, and together with the exhibits
attached hereto, and the applicable tariffs, constitutes the entire
understanding of the parties with respect to the subject matter of this
Sensibill Agreement. This Sensibill Agreement may not be modified, changed,
altered, or amended except by an express written agreement signed by duly
authorized representatives of the parties hereto.
MCI CONFIDENTIAL
7
<PAGE> 8
24. PRESS RELEASE
Neither party shall issue a news release, public announcement, advertisement, or
other form of publicity concerning the existence of this Sensibill Agreement or
the supplies or services to be provided under this Sensibill Agreement without
obtaining prior written approval from the other party.
MCI TELECOMMUNICATIONS CORPORATION CUSTOMER
By: /s/ Edward W. Smith By: /s/
------------------------------------ ---------------------------
Edward W. Smith
Title: Ex. Director/Controller Finance Title: X
--------------------------------- ------------------------
Date: 1/21/97 Date: 1/7/97
---------------------------------- -------------------------
MCI CONFIDENTIAL
8
<PAGE> 9
EXHIBIT A
MCI SENSIBILL SERVICES AND PRICING:
All three tiers of the pricing structure for MCI SensiBILL as set forth below
include a one-time installation charge, a monthly account management charge, and
volume based rating charges per CDR (Call Detail Record). The charges contained
in this Exhibit A are for direct remit invoicing and rating for LEC Billing. All
installation fees are due prior to the first day of implementation
(implementation shall not begin until after installation fees have been paid).
The initial implementation period shall be 90 days from the mutually agreed upon
implementation start date. Monthly invoices fees begin with the first full month
invoice cycle.
All three monthly tier levels set forth in Paragraphs II.A., II.B., and II.C.
below include the following services for one of the Databases listed below:
a. Customer Supplied Database:
- 10 files per month or two cycles per month
- 6 uploads (rate or database)
- One Invoice Viewing System (IVS) License
- One CD ROM (600 Meg of data per billing cycle. Charges for
excess Meg of data shall be assessed pursuant to Section
IV.C.2 below).
- On-Line System Access (includes one user ID and one client
license)
- System and Tax Maintenance
- Payment and Adjustment Processing
- Project Management
- Rated CDR files
b. CUBES Database
- 10 files per month or two cycles per month
- Five Copies of Customer Software
- One Concurrent System License
- One IVS License
- System and Tax Maintenance
- Payment and Adjustment Processing
- Project Management
- One CD ROM (600 Meg of data per billing cycle. Charges for
excess Meg of data shall be assessed pursuant to Section
IV.C.2 below).
- Rated CDR files
<TABLE>
<CAPTION>
I. PROFESSIONAL SERVICES FOR THE SOFTWARE DEVELOPMENT
-------------------------------------- -----------
<S> <C>
Senior Management $ 100.00 per hour
Analysts $ 85.00 per hour
</TABLE>
II. MONTHLY CHARGES FOR SERVICE PROVIDED TO MCI's SENSIBILL CUSTOMERS
The following Service Charges are for the Computer Services of this
Sensibill Agreement:
A. TIER 1/DIRECT REMIT INVOICING. Customer's who commit to the Five Hundred
Thousand to Three Million CDR level per month shall receive the following
rates:
1. Set up charges:
MCI CONFIDENTIAL
9
<PAGE> 10
<TABLE>
<S> <C>
Installation $7,500.00
Customization (For rates see Section I
immediately above)
</TABLE>
2. Monthly Invoicing Fees.
<TABLE>
<S> <C>
Account Fee $4,000.00/per client
Monthly Invoice Fees $0.45/invoice
Enhanced Finishing Fee (Activities which $.05/invoice
MCI has undertaken to decrease the size
and weight of an invoice so that it can
be mailed with a lower postage rate. e.g.:
reduction in white space)
Imprints: Black and White $.05/imprint
Color $.06/imprint
3. Invoice Reprint Fees $.70/invoice
Imprints - Black and White $.05/imprint
Color $.06/imprint
</TABLE>
4. Monthly Processing Fees:
NUMBER OF CALL RECORDS MONTHLY CHARGE PER CALL RECORD
<TABLE>
<S> <C>
0 - 999,999 $.0083
1,000,000 - 1,999,999 $.0075
2,000,000 - 4,999,999 $.0070
5,000,000 - 7,499,999 $.0065
7,500,000 - and above $.0060
</TABLE>
Unanswered calls (which shall not be counted in the CDR volume), are priced at
one half (1/2) of the lowest rate being applied each month.
B. TIER 2/DIRECT REMIT INVOICING. Customer's who commit to the Three Million
to Ten Million CDR level per month shall receive the following rates:
1. Set up charges:
<TABLE>
<S> <C>
Installation $10,000.00
Customization (For rates see Section I
above)
2. Monthly Invoicing Fees.
Account Fee $4,500.00/per client
Monthly Invoice Fees $0.40/invoice
Enhanced Finishing Fee (Activities which $.05/invoice
</TABLE>
MCI CONFIDENTIAL
10
<PAGE> 11
MCI has undertaken to decrease the size
and weight of an invoice so that it can be mailed with
a lower postage rate. e.g.: reduction in white space)
<TABLE>
<S> <C> <C>
Imprints: Black and White $.05/imprint
Color $.06/imprint
3. Invoice Reprint Fees $.70/invoice
Imprints - Black and White $.05/imprint
Color $.06/imprint
</TABLE>
4. Monthly Processing Fees:
NUMBER OF CALL RECORDS MONTHLY CHARGE PER CALL RECORD
<TABLE>
<S> <C>
0 - 1,999,999 $.0083
2,000,000 - 4,999,999 $.0070
5,000,000 - 7,499,999 $.0065
7,500,000 - 9,999,999 $.0060
10,000,000 - 14,999,999 $.0057
15,000,000 - and above $.0055
</TABLE>
Unanswered calls (which shall not be counted in the CDR volume), are priced at
one half (1/2) of the lowest rate being applied each month.
C. TIER 3/DIRECT REMIT INVOICING. Customer's who commit to the Ten Million
and above CDR level per month shall receive the following rates:
1. Set up charges:
<TABLE>
<S> <C>
Installation $15,000.00
Customization (For rates see Section I
above)
2. Monthly Invoicing Fees.
Account Fee $7,500.00/per client
Monthly Invoice Fees $0.38/invoice
Enhanced Finishing Fee (Activities which $.05/invoice
MCI has undertaken to decrease the size
and weight of an invoice so that it can
be mailed with a lower postage rate. e.g.:
reduction in white space)
</TABLE>
<TABLE>
<S> <C> <C>
Imprints: Black and White $.05/imprint
Color $.06/imprint
3. Invoice Reprint Fees $.70/invoice
Imprints - Black and White $.05/imprint
Color $.06/imprint
</TABLE>
MCI CONFIDENTIAL
11
<PAGE> 12
4. Monthly Processing Fees:
NUMBER OF CALL RECORDS MONTHLY CHARGE PER CALL RECORD
<TABLE>
<S> <C>
0 - 4,999,999 $.0083
5,000,000 - 7,499,999 $.0065
7,500,000 - 14,499,999 $.0057
15,000,000 - 24,999,999 $.0055
25,000,000 - 49,999,999 $.0053
50,000,000- and above $.0050
</TABLE>
Unanswered calls (which shall not be counted in the CDR volume), are priced at
one half (1/2) of the lowest rate being applied each month.
D. LEC Invoicing - For Customers who elect to do both direct billing and LEC
invoicing through MCI's SensiBill, the Monthly Base Fee in Sections II.A.,
II.B., or II.C. above shall apply in addition to charges set forth in this
Section II.D. For those Customers who only require rating and file preparation
for LEC invoicing through MCI's SensiBill, the Monthly Account Fee shall be
reduced to one half of the Monthly Account Fee of the applicable Section II.A.,
II.B., or II.C above. The following LEC invoicing charges shall also apply:
<TABLE>
<S> <C>
- Set-up fee per LEC or Clearing House: $2,500.00
- LEC Billing File $650.00 per transmission
- LEC Billing Call Record Processing $.001 per transaction (in addition
to the normal CDR charges)
</TABLE>
III. DATA BASE MAINTENANCE CHARGES
The following are Customer supplied Data Base load and update options.
Customers shall be billed only for those loads which exceed the allowance
included in the base monthly fees set forth in Sections II.A., II.B., or
II.C. above for individual Customers. These charges apply each time
Customers are added or any updates are made to the data bases.
<TABLE>
<S> <C>
A. MECHANIZED DATA BASE LOAD $ 290.00/PER UPDATE
B. NON-MECHANIZED DATA BASE LOAD $0.50/TRANSACTION
(MCI PERFORMS DATA ENTRY)
IV. CHARGES FOR OPTIONAL SERVICES
A. Monthly Report/Data File Fees $ 115.00/file or report
</TABLE>
(Charged only alter maximum number of files as defined in Sections
II.A., II.B., or II.C. above are utilized).
1. Available Files:
- Accounts Receivable
- Aged Accounts
- Tax Obligation
MCI CONFIDENTIAL
12
<PAGE> 13
- Revenue Summary
- Invoice Element
2. Consolidation of all five (5) files $475.00/one time set-up
listed in IV.A. 1 above $50.00/file or report
B. Data Communications
All costs associated with communication links such as ports, T-1's, 56KB, frame
relay, etc., which must be provided by MCI, shall be passed through to Customer
plus labor costs. Labor includes requests for service, modification, and
development outside of the standard implementation fee. MCI shall get approval
from Customer if labor for each instance where it is used is required is to
exceed more than five (5) hours.
C. Invoice Viewing System (For licenses provided in addition to the license
included in Sections II.A., II.B., or II.C. above)
3. Per Seat License $500.00/per year/per seat (a seat is one operator)
with a maximum of 13 per year.
2. CD data per month $1/per megabyte (in excess of the 600 Meg
provided in the base fee set forth in Sections
II.A., II.B., or II.C. above).
D. Early Match Processing - This procedure is used in order to confirm
appropriate database maintenance has been applied. After a database update has
been processed, Customer may request a database match procedure to be processed,
matching call detail to the newly updated database. The Customer may identify
whether: recycled calls from the prior month are the source of the match, newly
edited calls not yet processed in a billing cycle are the source of the match,
or both are the source of the match.
<TABLE>
<S> <C>
1. Setup (One time fee) $475.00
2. Per run $150.00
3. CDR $.001/per CDR
</TABLE>
E. Media fees.
<TABLE>
<S> <C>
1. Tape fees $30.00/tape
2. Cartridge fees $27.00/cartridge
3. CD $30.00/CD
4. Diskette $10.00/diskette
</TABLE>
F. Postage Deposit To be determined for each Customer by both parties.
G. Invoice Related Fees
<TABLE>
<S> <C>
1. Inserts $ .01/insert
2. Envelopes Billed at cost + 5%
3. Paper Billed at cost + 5%
</TABLE>
H. Cycle Billing Processing - This module provides for the entire billing
processes to be completed more
MCI CONFIDENTIAL
13
<PAGE> 14
frequently than once a month. All monthly services are provided per cycle. The
customer base is divided into subsets of accounts. Each subset is billed monthly
on an agreed schedule. Calls which are identified as off-cycle (bypassed calls)
shall be reintroduced into the next billing processing cycle. Database and rate
updates, payment collection, and call detail collection are cut off on
predetermined days of the month for bill processing. No cross-cycle reporting is
provided. Customer may elect to include two billing cycles as part of the base
monthly fee under either Section II.A., II.B., or II.C. above.
<TABLE>
<S> <C>
1. Per Additional Cycle $ 2,500.00
2. Bypassed CDR Rate $ .01/per CDR
</TABLE>
I. CUBESTM Pricing
<TABLE>
<S> <C>
- - Each concurrent license (after first) $450.00/each/per month
- - Storage Per GIG $90.00/per gig/per month
</TABLE>
J. Training after Initial implementation to be provided at an MCI's
designated site $700.00/per day
The following shall be included, for a maximum of 8 people, in the fee set forth
above: an instructor, documentation, training materials, and lunch.
<TABLE>
<S> <C>
K. Additional Invoice Formats (Beyond the first $2,500.00/format
three formats implemented by MCI)
</TABLE>
L. Additional CDR Input Formats (beyond MC Carrier Network Services outbound
and 800, and MCI Connections Card). Charges for all CDR formats in excess
of these three formats shall be determined by both parties.
<TABLE>
<S> <C>
M. Group Set-Up for Affinity/Reseller (with or $950.00/one time
without logo) charge per Customer
</TABLE>
This option is available for those customers who wish to divide their customer
base into two or more groups.
<TABLE>
<S> <C>
M. Creation of Custom Logo (After initial implementation) $950.00/logo
</TABLE>
V. BILLING ADDRESSES
Billing Address: ________________________________
________________________________
________________________________
Customer Point of Contact: ________________________________
Phone: ________________________________
MCI CONFIDENTIAL
14
<PAGE> 1
Exhibit 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the use in this Registration Statement on Form SB-2 of
our report dated March 21, 1997 relating to the financial statements of Long
Distance Direct Holdings, Inc. for the years ended December 31, 1996 and
December 31, 1995, respectively, and the reference to our firm under the
caption "EXPERTS" in the Prospectus.
Adelman, Katz & Mond, LLP
Certified Public Accountants
New York, NY
July 18, 1997
LONG DISTANCE DIRECT HOLDINGS, INC.
FORM SB-2
EXHIBIT 23.1
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM PROFIT AND
LOSS STATEMENT AND BALANCE SHEET OF LONG DISTANCE DIRECT HOLDINGS, INC. AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH LONG DISTANCE HOLDINGS, INC. FORM
10QSB.
</LEGEND>
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<EXCHANGE-RATE> 1
<CASH> 1,673,493
<SECURITIES> 0
<RECEIVABLES> 2,835,550
<ALLOWANCES> 357,602
<INVENTORY> 0
<CURRENT-ASSETS> 4,989,370
<PP&E> 616,392
<DEPRECIATION> 222,771
<TOTAL-ASSETS> 5,726,736
<CURRENT-LIABILITIES> 3,128,384
<BONDS> 0
0
0
<COMMON> 8,070
<OTHER-SE> 2,590,282
<TOTAL-LIABILITY-AND-EQUITY> 5,726,736
<SALES> 2,095,998
<TOTAL-REVENUES> 2,095,998
<CGS> 1,542,722
<TOTAL-COSTS> 71,819
<OTHER-EXPENSES> 868,492
<LOSS-PROVISION> 58,311
<INTEREST-EXPENSE> 1,164
<INCOME-PRETAX> (446,510)
<INCOME-TAX> 0
<INCOME-CONTINUING> (446,510)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (446,510)
<EPS-PRIMARY> (.09)
<EPS-DILUTED> 0
</TABLE>
