IDT Divests Winstar Operating Entities

Newark, N.J., January 26, 2006 – IDT Corporation today announced that GVC Networks LLC, of Detroit, Michigan, has acquired IDT’s subsidiaries; Winstar Communications, LLC, Winstar Government Solutions, LLC and Winstar Wireless, LLC. These Winstar operating entities currently provide telecommunications services under government contracts to various agencies of the United States government.

IDT Corporation, through its IDT Telecom subsidiary, is a facilities-based, multinational carrier that provides a broad range of telecommunications services to retail and wholesale customers worldwide. IDT Telecom, by means of its own international telecommunications backbone and fiber optic network infrastructure, provides its customers with integrated and competitively priced international and domestic long distance and domestic all-distance telephony and prepaid calling cards. IDT Entertainment is the IDT subsidiary focused on developing, acquiring, producing and distributing computer-generated and traditionally animated productions and other productions for the film, broadcast and direct-to-consumer markets. IDT Capital is the IDT division principally responsible for the Company’s initiatives in radio broadcasting, brochure distribution and new video technologies. Net2Phone, Inc., a subsidiary of IDT Corporation, is a leading provider of high-quality global retail Voice over IP services and offers a fully outsourced cable telephony service to cable operators allowing cable operators to provide residential phone service to their subscribers.

IDT Corporation’s Class B Common Stock and Common Stock trade on the New York Stock Exchange under the ticker symbols IDT and IDT.C, respectively.

Important Note: In this press release, all statements that are not purely about historical facts, including, but not limited to, those include the words “believe,” “anticipate,” “expect,” “plan,” “intend,” “estimate,” “target” and similar expressions, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. While these forward-looking statements represent IDT’s current judgment of what may happen in the future, actual results may differ materially from the results expressed or implied by these statements due to numerous important factors, including, but not limited to, those described in IDT’s most recent report on SEC Form 10-K (under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations”), which may be revised or supplemented in subsequent reports on SEC Forms 10-Q and 8-K and other filings IDT may make with the SEC.

IDT CORPORATION ANNOUNCES EXTENSION OF SUBSEQUENT OFFERING PERIOD; Subsequent Offering Period to Expire at 5:00 p.m., New York City Time, on Friday, January 27, 2006

Newark, N.J. – January 20, 2006 – IDT Corporation (NYSE:IDT, IDT.C) today announced that the expiration date for the subsequent offering period to the tender offer by NTOP Acquisition, Inc., a Delaware corporation and a wholly-owned subsidiary of IDT, to purchase all of the outstanding shares of the common stock of Net2Phone, Inc. (NASDAQ: NTOP) not already beneficially owned by IDT, for $2.05 net per share in cash has been extended to Friday, January 27, 2006 at 5:00 p.m., New York City time. Based upon a preliminary tally by Wachovia Bank, N.A., the depositary for the offer, approximately 30,361,804 shares have been validly tendered in the offer and the subsequent offering period to date.  The tendered shares, together with the Net2Phone shares already beneficially owned by IDT, represent approximately 79% of the outstanding equity of Net2Phone.

 

During the subsequent offering period, holders of shares of Net2Phone common stock that were not previously tendered in the offer may tender their shares in exchange for $2.05 net per share in cash on the same terms that applied prior to the initial expiration of the offer. IDT will pay for any shares tendered during the subsequent offering period promptly after such shares are validly tendered. Shares that are properly tendered in the offer may not be withdrawn.

 

As promptly as practicable after the expiration of the subsequent offering period, IDT intends to take all action within its control to effect a merger of Net2Phone with NTOP Acquisition in which all remaining holders of Net2Phone common stock will receive the same consideration for their shares as the holders who tendered their shares in the offer.

 

IDT has engaged Wachovia Bank, N.A. to act as depositary in connection with the tender offer. Questions and requests for documentation in connection with the tender offer may be directed to D.F. King & Co., Inc., the information agent for the tender offer, at (800) 290-6429.

 

Net2Phone stockholders are urged to read the tender offer statement on Schedule TO, as amended, the Offer to Purchase, Net2Phone’s Solicitation/Recommendation Statement on Schedule 14D-9, as amended, and other relevant documents filed with the SEC because they contain important information. Investors can obtain the tender offer statement and other publicly filed documents without charge from the website maintained by the SEC at www.sec.gov. Investors can also obtain the tender offer statement and related documents from IDT without charge by directing a request to IDT Corporation, 520 Broad Street, Newark, New Jersey, Attention: Investor Relations, Telephone: (973) 438-1000. A copy of this press release will be available on IDT’s website at www.idt.net in the “About IDT” Press Releases section.

 

IDT, through its IDT Telecom subsidiary, is a facilities-based, multinational carrier that provides a broad range of telecommunications services to retail and wholesale customers worldwide. IDT Telecom, by means of its own international telecommunications backbone and fiber optic network infrastructure, provides its customers with integrated and competitively priced international and domestic long distance and domestic all-distance telephony and prepaid calling cards. IDT Entertainment is the IDT subsidiary that is focused on developing, acquiring, producing and distributing computer-generated and traditionally animated productions and other productions for the film, broadcast and direct-to-consumer markets. IDT Capital is the IDT division principally responsible for IDT’s initiatives in radio broadcasting, brochure distribution and new technologies. Net2Phone, Inc., a subsidiary of IDT Corporation, is a provider of high-quality global retail Voice over IP services and offers a fully outsourced cable telephony service to cable operators allowing cable operators to provide residential phone service to their subscribers. IDT Corporation’s Class B Common Stock and Common Stock trade on the New York Stock Exchange under the ticker symbols “IDT” and “IDT.C,” respectively.

 

 

#    #    #

 

IDT Corporation Announces Expiration of Tender Offer for Net2Phone Shares; Subsequent Offering to be Provided; Subsequent Offering Period to Expire at 5:00 p.m., New York City Time, on Thursday, January 19, 2006, Unless Extended

Newark, N.J. – December 29, 2005 – IDT Corporation (NYSE:IDT, IDT.C) today announced the expiration of the tender offer by NTOP Acquisition, Inc., a Delaware corporation and a wholly-owned subsidiary of IDT, to purchase all of the outstanding shares of the common stock of Net2Phone, Inc. (NASDAQ: NTOP) not already beneficially owned by IDT for $2.05 net per share in cash. Based upon a preliminary tally by D.F. King & Co., Inc., the information agent for the offer, approximately 28,782,824 shares were validly tendered in the offer (including approximately 2,517,612 shares tendered by notice of guaranteed delivery), representing approximately 61% of the outstanding Net2Phone shares not beneficially owned by IDT or its affiliates immediately prior to the commencement of the offer. The tendered shares, together with the Net2Phone shares already beneficially owned by IDT, represent approximately 77% of the outstanding shares of Net2Phone common stock. IDT has accepted for payment all Net2Phone shares validly tendered and not withdrawn in the Offer. The final count of shares tendered, including guaranteed deliveries, will be available by January 4, 2006. Shareholders whose shares were validly tendered and not properly withdrawn prior to the expiration of the offer will promptly receive the offer price of $2.05 net per share in cash.

IDT also announced that it will provide a subsequent offering period of 14 business days, expiring at 5:00 p.m., New York City time, on Thursday, January 19, 2006, unless extended. During the subsequent offering period, holders of shares of Net2Phone common stock that were not previously tendered in the offer may tender their shares in exchange for $2.05 net per share in cash on the same terms that applied prior to the initial expiration of the offer. IDT will pay for any shares tendered during the subsequent offering period promptly after such shares are validly tendered. Shares that are properly tendered in the offer, whether before or after the commencement of the subsequent offering period, may not be withdrawn during the subsequent offering period, as required pursuant to Rule 14d-7(a)(2) under the Securities Exchange Act of 1934, as amended. The purpose of the subsequent offering period is to enable Net2phone shareholders who did not tender their shares prior to the initial expiration of the offer to participate in the offer and to receive the $2.05 net per share in cash offer price on an expedited basis, and also to enable IDT to attempt to acquire 90% or more of the shares of Net2Phone common stock outstanding prior to the expiration of the subsequent offering period.

All other terms and conditions of the offer remain the same, as set forth in the tender offer materials disseminated by IDT. As promptly as practicable after the expiration of the subsequent offering period, IDT will take all action within its control to effect a merger of Net2Phone with NTOP Acquisition in which all remaining holders of Net2Phone common stock will receive the same consideration for their shares as the holders who tendered their shares in the offer.

IDT has engaged Wachovia Bank, N.A. to act as depositary in connection with the tender offer. Questions and requests for documentation in connection with the tender offer may be directed to D.F. King & Co., Inc., the information agent for the tender offer, at (800) 290-6429.

This press release is intended for informational purposes only and is not an offer to buy, a solicitation of an offer to sell or a recommendation to sell any shares of Net2Phone common stock. The solicitation of offers to sell shares of Net2Phone common stock is made pursuant to a tender offer statement on Schedule TO and an Offer to Purchase and related materials filed with the SEC by IDT, NTOP Acquisition and Messrs. Howard S. Jonas, Chairman of the IDT Board of Directors, and James A. Courter, Chief Executive Officer and a director of IDT. Messrs. Jonas and Courter may be deemed to be participants in the offer and the merger pursuant to Rule 13e-3 under the Securities Exchange Act of 1934, as amended, because they are members of the board of directors of Net2Phone.

Net2Phone stockholders are urged to read the tender offer statement on Schedule TO, as amended, the Offer to Purchase, Net2Phone’s Solicitation/Recommendation Statement on Schedule 14D–9, as amended, and other relevant documents filed with the SEC because they contain important information. Investors can obtain the tender offer statement and other publicly filed documents without charge from the website maintained by the SEC at www.sec.gov. Investors can also obtain the tender offer statement and related documents from IDT without charge by directing a request to IDT Corporation, 520 Broad Street, Newark, New Jersey, Attention: Investor Relations, Telephone: (973) 438-1000. A copy of this press release will be available on IDT’s website at www.idt.net in the “About IDT” Press Releases section.

IDT, through its IDT Telecom subsidiary, is a facilities-based, multinational carrier that provides a broad range of telecommunications services to retail and wholesale customers worldwide. IDT Telecom, by means of its own international telecommunications backbone and fiber optic network infrastructure, provides its customers with integrated and competitively priced international and domestic long distance and domestic all-distance telephony and prepaid calling cards. IDT Entertainment is the IDT subsidiary that is focused on developing, acquiring, producing and distributing computer-generated and traditionally animated productions and other productions for the film, broadcast and direct-to-consumer markets. IDT Capital is the IDT division principally responsible for IDT’s initiatives in radio broadcasting, brochure distribution and new technologies. Net2Phone, Inc., a subsidiary of IDT Corporation, is a provider of high-quality global retail Voice over IP services and offers a fully outsourced cable telephony service to cable operators allowing cable operators to provide residential phone service to their subscribers. IDT Corporation’s Class B Common Stock and Common Stock trade on the New York Stock Exchange under the ticker symbols “IDT” and “IDT.C,” respectively.

IDT Corporation Announces That it Will Waive 90% Condition to the Tender Offer For Shares of Net2Phone Common Stock

Newark, N.J., December 20, 2005 – IDT Corporation (NYSE:IDT, IDT.C) today announced that it will waive the 90% condition to the offer previously announced by NTOP Acquisition, Inc., a wholly owned subsidiary of IDT, to purchase all outstanding shares of common stock of Net2Phone, Inc. (NASDAQ: NTOP) not beneficially owned by IDT. It had been a condition to the offer that IDT shall beneficially own at least 90% of the shares of Net2Phone common stock outstanding following the consummation of the offer.

All other terms and conditions of the offer remain the same, as set forth in the tender offer materials disseminated by IDT. In particular, the offer is subject to the non-waivable condition that it be accepted by holders of a majority of the outstanding shares of common stock of Net2Phone not owned by IDT and its affiliates. If the offer is consummated, as promptly as practicable after the expiration of the subsequent offering period, IDT will take all action within its control to effect a merger of Net2Phone with NTOP Acquisition in which all remaining holders of Net2Phone common stock will receive the same consideration for their shares as the holders who tendered their shares received in the offer. Because IDT is no longer conditioning the offer on the 90% condition, it is possible that IDT will not be able to effect a short form merger with Net2Phone following consummation of the offer, and IDT could face obstacles in its efforts to effect the merger. In all circumstances, however, IDT is committed to consummating the backend merger, and will explore all options necessary to do so.

IDT has engaged Wachovia Bank, N.A. to act as depositary in connection with the tender offer. Questions and requests for documentation in connection with the tender offer may be directed to D.F. King & Co., Inc., the information agent for the tender offer, at (800) 290-6429.

This press release is intended for informational purposes only and is not an offer to buy, a solicitation of an offer to sell or a recommendation to sell any shares of Net2Phone common stock. The solicitation of offers to sell shares of Net2Phone common stock is made pursuant to a tender offer statement on Schedule TO and an Offer to Purchase and related materials filed with the SEC by IDT, NTOP Acquisition and Messrs. Howard S. Jonas, Chairman of the IDT Board of Directors, and James A. Courter, Chief Executive Officer and a director of IDT. Messrs. Jonas and Courter may be deemed to be participants in the offer and the merger pursuant to Rule 13e-3 under the Securities Exchange Act of 1934, as amended, because they are members of the board of directors of Net2Phone.

Net2Phone stockholders are urged to read the tender offer statement on Schedule TO, as it has been amended including Amendment No. 4, the Offer to Purchase, Net2Phone’s Solicitation/Recommendation Statement on Schedule 14D-9, as it has been amended, and other relevant documents filed with the SEC because they contain important information. Investors can obtain the tender offer statement and other publicly filed documents without charge from the website maintained by the SEC at www.sec.gov. Investors can also obtain the tender offer statement and related documents from IDT without charge by directing a request to IDT Corporation, 520 Broad Street, Newark, New Jersey, Attention: Investor Relations, Telephone: (973) 438-1000. A copy of this press release will be available on IDT’s website at www.idt.net in the “About IDT” Press Releases section.

IDT, through its IDT Telecom subsidiary, is a facilities-based, multinational carrier that provides a broad range of telecommunications services to retail and wholesale customers worldwide. IDT Telecom, by means of its own international telecommunications backbone and fiber optic network infrastructure, provides its customers with integrated and competitively priced international and domestic long distance and domestic all-distance telephony and prepaid calling cards. IDT Entertainment is the IDT subsidiary that is focused on developing, acquiring, producing and distributing computer-generated and traditionally animated productions and other productions for the film, broadcast and direct-to-consumer markets. IDT Capital is the IDT division principally responsible for IDT’s initiatives in radio broadcasting, brochure distribution and new technologies. Net2Phone, Inc., a subsidiary of IDT Corporation, is a provider of high-quality global retail Voice over IP services and offers a fully outsourced cable telephony service to cable operators allowing cable operators to provide residential phone service to their subscribers. IDT Corporation’s Class B Common Stock and Common Stock trade on the New York Stock Exchange under the ticker symbols “IDT” and “IDT.C,” respectively.

IDT Spectrum Inc. Announces Postponement of Initial Public Offering

Newark, N.J., December 19, 2005 – IDT Spectrum Inc. and IDT Corporation (NYSE: IDT, IDTC) today announced the postponement of the previously announced initial public offering of IDT Spectrum’s Class B common stock.  IDT Spectrum had previously filed a registration statement with the Securities and Exchange Commission registering the planned offering and will withdraw the registration statement.  IDT Spectrum said that the postponement was due to market conditions and its ability to finance the current stage of its development without recourse to the public equity markets.  IDT Spectrum will consider proceeding with its initial public offering at a future date based on the development of its business, its capital needs and market conditions, among other factors.

IDT Spectrum holds a significant number of licenses for commercial fixed wireless spectrum in the United States, providing broad geographic coverage and a large amount of total bandwidth in many areas. IDT Spectrum is developing a fixed wireless network platform that will integrate its wireless spectrum with its operational management capabilities and a flexible architecture to serve the specialized backhaul and telecommunications connectivity needs of a variety of customers, such as cellular phone network providers, commercial enterprises, government agencies and first-responders.

IDT Corporation, through its IDT Telecom subsidiary, is a facilities-based, multinational carrier that provides a broad range of telecommunications services to retail and wholesale customers worldwide. IDT Telecom, by means of its own international telecommunications backbone and fiber optic network infrastructure, provides its customers with integrated and competitively priced international and domestic long distance and domestic all-distance telephony and prepaid calling cards. IDT Entertainment is the IDT subsidiary focused on developing, acquiring, producing and distributing computer-generated and traditionally animated productions and other productions for the film, broadcast and direct-to-consumer markets. IDT Capital is the IDT division principally responsible for the IDT’s initiatives in brochure distribution, retail energy and new technologies. Net2Phone, Inc., a subsidiary of IDT, is a provider of high-quality global retail Voice over IP services and offers a fully outsourced cable telephony service to cable operators allowing cable operators to provide residential phone service to their subscribers.

IDT Corporation Announces Increase in Offer Price for Net2Phone Shares, Extension of Expiration Date of Tender Offer, Litigation Settlement; Net2Phone Stockholders to Receive $2.05 Net Per Share in Cash for Each Net2Phone Share; Tender Offer Extended to 5:00 p.m. on Wednesday, December 28, 2005; Settlement in Principle Reached with Plaintiffs in Challenge to the Offer

Newark, N.J., December 13, 2005 – IDT Corporation (NYSE:IDT, IDT.C) today announced that NTOP Acquisition, Inc., a wholly-owned subsidiary of IDT, has increased its offer price for all outstanding shares of common stock of Net2Phone, Inc. (NASDAQ: NTOP) not already beneficially owned by IDT to $2.05 net per share in cash.   IDT also announced that the expiration date for the tender offer has been extended to Wednesday, December 28, 2005 at 5:00 p.m. New York City time.

In connection with the increase in the offer price, IDT has entered into an agreement in principle with plaintiffs to settle pending litigation challenging the tender offer.  The settlement is subject to court approval and certain other conditions.

All other terms and conditions of the offer remain the same, as set forth in the tender offer materials disseminated by IDT.  In particular, the offer is subject to the non-waivable condition that it be accepted by holders of a majority of the outstanding shares of common stock of Net2Phone not owned by IDT and its affiliates.  The offer is subject to the waivable condition that IDT directly or indirectly own at least 90% of the outstanding shares of common stock of Net2Phone following consummation of the offer.  To the extent that IDT can satisfy the 90% condition by converting shares of Net2Phone class A common stock into shares of Net2Phone common stock while still maintaining its ownership of 90% of the outstanding shares of Net2Phone class A common stock, it will do so.  If the offer is consummated, as promptly as practicable thereafter, IDT will effect a merger of Net2Phone with a subsidiary of IDT in which all remaining holders of Net2Phone common stock would receive the same consideration for their shares as the holders who tendered their shares received in the offer.

As of 5:00 p.m. New York City time on December 12, 2005, 24,945,813 Net2Phone shares had been tendered in the offer, not including shares tendered pursuant to notice of guaranteed delivery.  Including tenders made pursuant to the guaranteed delivery procedures, a total of  25,950,261 shares were tendered, constituting approximately 52% of the outstanding shares and approximately 55% of the shares not owned by IDT.  

IDT has engaged Wachovia Bank, N.A. to act as depositary in connection with the tender offer. Questions and requests for documentation in connection with the tender offer may be directed to D.F. King & Co., Inc., the information agent for the tender offer, at (800) 290-6429.

This press release is intended for informational purposes only and is not an offer to buy, a solicitation of an offer to sell or a recommendation to sell any shares of Net2Phone common stock. The solicitation of offers to sell shares of Net2Phone common stock is made pursuant to a tender offer statement on Schedule TO and an offer to purchase and related materials filed with the SEC by IDT, NTOP Acquisition and Messrs. Howard S. Jonas, Chairman of the IDT Board of Directors, and James A. Courter, Chief Executive Officer and a director of IDT. Messrs. Jonas and Courter may be deemed to be participants in the Offer and the Merger pursuant to Rule 13e-3 under the Securities Exchange Act of 1934, because they are members of the board of directors of Net2Phone. For the reasons set forth in the offer to purchase, Messrs. Jonas and Courter, along with IDT and NTOP Acquisition, reasonably believe that the transaction is fair to the unaffiliated Net2Phone stockholders.

Net2Phone stockholders are urged to read the tender offer statement on Schedule TO, the offer to purchase, Net2Phone’s Solicitation/Recommendation Statement on Schedule 14D–9, and other relevant documents filed with the SEC because they contain important information. Investors can obtain the tender offer statement and other publicly filed documents without charge from the web site maintained by the SEC at www.sec.gov. Investors can also obtain the tender offer statement and related documents from IDT without charge by directing a request to IDT Corporation, 520 Broad Street, Newark, New Jersey, Attention: Investor Relations, Telephone: (973) 438-1000. A copy of this press release will be available on IDT’s website at www.idt.net in the “About IDT” Press Releases section.

IDT Corporation, through its IDT Telecom subsidiary, is a facilities-based, multinational carrier that provides a broad range of telecommunications services to retail and wholesale customers worldwide. IDT Telecom, by means of its own international telecommunications backbone and fiber optic network infrastructure, provides its customers with integrated and competitively priced international and domestic long distance and domestic all-distance telephony and prepaid calling cards. IDT Entertainment is the IDT subsidiary that is focused on developing, acquiring, producing and distributing computer-generated and traditionally animated productions and other productions for the film, broadcast and direct-to-consumer markets. IDT Capital is the IDT division principally responsible for IDT’s initiatives in radio broadcasting, brochure distribution and new technologies. Net2Phone, Inc., a subsidiary of IDT Corporation, is a provider of high-quality global retail Voice over IP services and offers a fully outsourced cable telephony service to cable operators allowing cable operators to provide residential phone service to their subscribers. IDT Corporation’s Class B Common Stock and Common Stock trade on the New York Stock Exchange under the ticker symbols “IDT” and “IDT.C,” respectively.

IDT Reports Results for First Quarter Fiscal 2006

NEWARK, NJ — December 8, 2005 — IDT Corporation (NYSE: IDT, IDT.C) announces operating results for the first quarter of fiscal 2006, the three months ended October 31, 2005. · Revenues decreased 1.1% to $623.1 million from $629.7 million in the first quarter of fiscal 2005. · The net loss for the first quarter of fiscal 2006 was $27.9 million, or ($0.28) per share, compared to a net loss of $11.7 million, or ($0.12) per share, in the first quarter of fiscal 2005. · As of October 31, 2005, cash, cash equivalents, and restricted cash and marketable securities stood at $863.4 million, including $88.8 million held by Net2Phone. The following table summarizes the operating performance of IDT’s business segments1: 

$ millions

Q1 ’06

Q4 ’05

Q1 ’05

 

Q1 ’06

Q4 ’05

Q1 ’05

IDT Retail Telecom

383.2

$402.4

$411.0

 

$12.3

$12.9

$20.6

IDT Wholesale Telecom

137.3

143.8

129.2

 

(6.2)

(4.5)

(4.9)

     IDT Telecom Total

520.5

546.2

540.2

 

6.2

8.4

15.7

IDT Entertainment

48.1

39.8

60.4

 

0.7

(2.2)

4.6

Voice over IP

21.6

20.3

18.1

 

(8.1)

(25.4)

(7.8)

IDT Capital

31.4

14.8

6.6

 

(3.6)

(4.5)

(2.9)

IDT Solutions

1.4

2.2

4.4

 

(6.2)

(5.4)

(9.3)

Corporate

 

(16.8)

(26.5)

(12.2)

     Total IDT

$623.1

$623.3

$629.7

 

($27.8)

($55.6)

($11.9)

“Fiscal year 2006 promises to be exciting for IDT,” said Jim Courter, CEO. “We continue to build our core operations while investing in new complementary products and businesses and engaging in several major transactions in order to deliver value to our stockholders. In this quarter, we have announced the sale of Corbina, our Russian telecom operations, realizing a substantial return on our investment, and we have progressed towards the initial public offering of IDT Spectrum. I believe that fiscal 2006 will see more major developments and announcements and I am looking forward to bringing you more news over the course of the year.”

DEVELOPMENTS
· We have agreed to sell Corbina Telecom, our Russian telecom business, for $146 million in cash. We are moving towards a prompt closing of the transaction, from which we should realize a substantial net profit, on a business that we acquired in November 2000.
· In the first quarter of fiscal 2006, we repurchased 2.1 million shares of IDT stock for $26.6 million. We have Board authorization to acquire another 16.7 million shares.
· We are progressing apace with the IPO of IDT Spectrum. The company’s latest filing with the SEC may be found on their website at http://www.sec.gov/.
· On November 10, we formally launched a tender offer for the Net2Phone shares that we do not already own.
· In the first quarter of fiscal 2006, our retail energy business, part of IDT Capital, generated approximately $22 million in revenues, compared to $9.4 million in the fourth quarter of fiscal 2005. We expect significant growth in this business during fiscal 2006. 

RESULTS OF OPERATIONS

 


IDT Telecom Line of Business Detail1

 

  

 

Revenues

 

 

             Gross Profit Margin

 

$ millions

Q1 ’06

Q4 ’05

Q1 ’05

 

Q1 ’06

Q4 ’05

Q1 ’05

Calling Cards

$315.2

$327.5

$326.3

 

24.0%

23.6%

22.7%

Consumer Phone Services

68.0

74.8

84.8

 

46.7%

46.5%

51.8%

Total Retail

383.2

402.4

$411.0

 

28.0%

27.9%

28.7%

Wholesale

137.3

143.8

129.2

 

9.0%

9.2%

10.2%

        Total Telecom

$520.5

$546.2

$540.2

 

23.0%

22.9%

24.2%

Retail Telecom
· Calling card revenues decreased 3.4% versus the first quarter of fiscal 2005 and fell 3.8% versus the fourth quarter of fiscal 2005. The decrease was mostly the result of softer sales volume in our U.S. calling card business, as we focused our efforts on gross profits generation and improved our revenue-per-minute pricing at the expense of market share. As a result, our calling cards gross margins have increased 130 basis points, to 24.0%, as compared to Q1 of fiscal 2005.
· Calling card revenues in the U.S. increased in California and in the Northwest and Midwest regions during the first quarter of fiscal 2006 versus the fourth quarter of fiscal 2005, while declining in other regions.
· In October, 7-Eleven began carrying co-branded IDT/7-Eleven calling cards in its 5,300 stores.
· Consumer phone services revenues in the first quarter of fiscal 2006 were 19.7% lower than those recorded in the year-ago period and down 9.1% from the fourth quarter of fiscal 2005.
· The customer base for bundled unlimited local and long distance calling within the United States was approximately 202,000 as of October 31, 2005, compared to 220,000 customers as of July 31, 2005 and 300,000 customers as of October 31, 2004. The declines in revenues and subscribers is a direct result of our decision to stop marketing our bundled service early in FY2005 in response to the FCC’s ruling that incumbent carriers are no longer required to lease elements of their local networks to competing carriers, such as IDT. In August, our replacement agreement with Verizon Communications became effective, and we have since resumed our marketing efforts, which didn’t ramp up until the first quarter was well underway.
· In the United Kingdom, under the Toucan brand name, we provide residential bundled phone services as well as Internet and mobile telecommunications services. We launched the Toucan service in November 2003 and now provide services to more than 150,000 customers.
· We launched our Toucan phone services in the Netherlands during the first quarter of fiscal 2006, and expect to launch Internet access services in that market during the second half of Fiscal 2006.
· Operating profit for our Retail Telecom business, while essentially flat on a sequential basis, declined $8.2 million, as compared to the year-ago period. Most of this decline in profitability is due to incremental SG&A spending during the first quarter of fiscal 2006, to prepare for the launch of Telecom’s new product offerings, such as TúYo Mobile prepaid wireless and our English as a Second Language product, both of which were introduced to the marketplace last month.

Wholesale Telecom
· Wholesale Telecom revenues increased 6.3% to $137.3 million from the year-ago’s $129.2 million, and decreased 4.5% from the revenues recorded during the fourth quarter of fiscal 2005.
· The year-over-year revenue increase was driven by a 28.6% increase in minute volume, which was partially offset by a 17.3% decline in per-minute pricing.

IDT Entertainment
· IDT Entertainment generated revenues of $48.1 million in the first quarter of fiscal 2006, compared to $39.8 million of revenues recorded in the fourth quarter of fiscal 2005 and $60.4 million of revenues generated in the first quarter of fiscal 2005.
· The revenue decrease versus the year-ago period is solely due to a de-emphasis of our third-party production services business in favor of directing more resources into the development and production of our proprietary properties.
· Income from operations was $0.7 million in the first quarter of fiscal 2006, compared to a $2.2 million loss from operations in the fourth quarter of fiscal 2005 and income from operations of $4.6 million in the year-ago period. The decrease in income from operations versus the prior year is due to significantly higher marketing expenditures, particularly in our home video distribution business, which released 69 new titles into the marketplace during Q1, a 47% increase over the first quarter of last year.
· On December 2nd, IDT Entertainment closed a Credit Agreement with a bank group led by J.P. Morgan Chase Bank. The Agreement provides for a $125 million secured revolving credit facility to fund production and marketing costs of IDT Entertainment’s first six CG (computer-generated) animated feature films. The loans under the facility will be secured by the slate of feature films to be produced by IDT Entertainment, and will be non-recourse to IDT Corporation’s parent company.
· IDT Entertainment has secured distribution agreements in over twenty-five foreign territories for its feature length CG animated movie Yankee Irving, to be distributed in the United States by Fox Entertainment. Yankee Irving is slated for a summer 2006 release.
· The acquisition of Australian independent home entertainment distributor Imagine Entertainment closed November 30 and gave the company a home entertainment distribution vehicle in Australia and New Zealand. IDT Entertainment now has home entertainment distribution covering all major markets of the English-speaking world.
· The Happy Elf by Harry Connick, Jr., which was animated by IDT Entertainment, aired on television on December 2, and is now being distributed by Anchor Bay Entertainment. The company has also recently acquired the rights to animate the popular comic book character Hellboy.

IDT CONFERENCE CALL INFORMATION
Conference call today, December 8, 2005, at 5:15 PM Eastern Time. · From the U.S., 1-866-594-2183. No pass code required.
· International callers, 1-973-935-8583 · Replay available for one week at o 1-877-519-4471, passcode #6788361 for domestic callers, or 1-973-341-3080, passcode #6788361 for international callers.
· Webcast of the conference call at www.idt.net. A direct link to the call on the website. An archived copy of the call will be available at the IDT Website in the Investor Relations section’s Presentations for at least six months after the call.
· Financial and statistical information available on IDT’s website at www.idt.net in the “About IDT” Press Releases, and “About IDT” Investor Relations Presentations and Financial sections.

ABOUT IDT CORPORATION
IDT Corporation is a multinational telecommunications, entertainment and technology company. IDT conducts its business primarily through the following operating divisions: IDT Telecom, our largest division, offers retail and wholesale telecommunications services including calling cards, consumer local, long distance, and wireless services; IDT Entertainment operates our animation and entertainment distribution businesses; IDT Capital develops and operates new business ventures; and Voice over IP consists primarily of IDT’s interest in Net2Phone, a provider of VoIP PacketCable, SIP and wireless solutions around the world. Net2Phone is a separate publicly held corporation whose common stock is traded on the NASDAQ National Market under the symbol “NTOP.”
 
In this press release, all statements that are not purely about historical facts, including, but not limited to, those with the words “believe,” “anticipate,” “expect,” “plan,” “intend,” “estimate,” “target” and similar expressions, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. While these forward-looking statements represent IDT’s current judgment of what may happen in the future, actual results may differ materially from the results expressed or implied by these statements due to numerous important factors. These risks and uncertainties include, but are certainly not limited t the sensitivity of our telecommunications businesses, to declining prices; our reliance on success in the pre-paid calling card market; our ability to obtain cost effective termination capacity world wide; our reliance on the financial health
of other telecommunication companies that are our customers; the impact of changes to U.S. and foreign regulations; increasing competition in the consumer phone service market; our ability to integrate and manage acquisitions; our ability to effectively develop and produce animated films; our ability to protect our proprietary rights; general economic conditions in the global telecommunications market; the general condition of the economy of the United States and internationally; and any of the other specific risks and uncertainties discussed in our reports filed with the SEC. All forward-looking statements and risk factors included in this document are made as of the date hereof, based on information available to the Company as of the date thereof, and the Company assumes no obligation to update any forward-looking statements or risk factors.

Footnotes 1 Columns in tables may not add due to rounding.

Investor Contacts
John Swierk
COO, IDT Venture Capital
973-438-4171

Mary Jennings
Director, Investor Relations
973-438-3124

Media Contact
Gil Nielsen
VP, IDT Corporate Communications
973-438-3553

IDT Entertainment Closes $125 Million Credit Agreement with J.P. Morgan Chase Bank; Funds to Finance First Six CG-Animated Feature Films

Newark, N.J., December 5, 2005IDT Entertainment today announced that it has closed a Credit Agreement with a bank group led by J.P. Morgan Chase Bank. The Credit Agreement provides for a $125 million, five-and-a-half year, secured revolving credit facility to fund part of the production and marketing costs of IDT Entertainment’s first six CG (computer-generated) animated feature films. The loans under the facility will be secured by a slate of CG animated feature films to be produced by IDT Entertainment, Inc.  The facility is non-recourse to IDT Corporation. IDT Entertainment is a subsidiary of IDT Corporation (NYSE: IDT, IDT.C), an international telecom, entertainment, and technology company.

“IDT has established a record of successfully producing animated and live action TV programming, broadcast specials and direct to DVD movies. Now we’re adding feature film producer to our production credits,” said Jim Courter, IDT’s CEO. “By agreeing to secure this credit facility against our first six animated movies, J.P. Morgan is demonstrating its confidence in IDT Entertainment. We greatly value our continuing relationship with them.” 

Proceeds from the facility will go towards financing films already in feature production as well as the production, marketing and distribution of future IDT Entertainment’s CG animated feature films across various platforms.

“We are pleased to be working with IDT Entertainment,” said John. W. Miller, Managing Director and Head of Western Region Corporate Banking, J.P. Morgan Securities, Inc. “In just two years they have become a significant player in the entertainment marketplace.  Their business savvy, ability to attract A-list creative talent, and their broad vision for the future have established IDT Entertainment as a top tier player.  We see a very bright future for this entertainment company and we want to continue to be a part of their ascent.”

“We’ve spent the past two years putting our executive and production team in place, expanding our asset portfolio, and establishing our capability for distributing film and TV programming,” said Morris Berger, IDT Entertainment’s CEO. “This credit facility enables us to build on our library of intellectual properties and to kick our production slate into high gear.”   

A few highlights from IDT Entertainment’s current CG feature production schedule include the following: 

The company’s first CG feature film, Yankee Irving, featuring a voice cast led by Rob Reiner, Whoopi Goldberg, William H. Macy, Brian Dennehy, and Mandy Patinkin, is in production at IDT Entertainment Animation’s studio in Toronto with an anticipated release in late Summer 2006.  The film will be distributed through IDT Entertainment’s recently announced multi-picture deal with Twentieth Century Fox. The illustrious production and executive team in charge of the film boasts such credits as Shark Tale, Robots, Ice Age, Mulan, Dinosaur, Shrek, Lilo & Stich, and Lemony Snicket’s A Series of Unfortunate Events.     

IDT Entertainment is a vertically integrated entertainment company that develops, produces, and distributes proprietary and licensed entertainment content. 

The foregoing summary of the Credit Agreement is not complete and is qualified in its entirety by reference to the Credit Agreement, a copy of which is filed as Exhibit 10.1 to the report on Form 8-K filed by IDT Corporation on December 5, 2005.

Important Note:  In this press release, all statements that are not purely about historical facts, including, but not limited to, those with the words “believe,” “anticipate,” “expect,” “plan,” “intend,” “estimate, “target” and similar expressions, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  While these forward-looking statements represent IDT’s current judgment of what may happen in the future, actual results may differ materially from the results expressed or implied by these statements due to numerous important factors, including, but not limited to, those described in IDT’s most recent report on SEC Form 10-K (under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations”), which may be revised or supplemented in subsequent reports on SEC Forms 10-Q and 8-K and other filings IDT may make with the SEC.

IDT Corporation To Report 1st Quarter Results December 8th Conference Call Scheduled for 5:15 pm (EST)


NEWARK, NJ – December 1, 2005
– Please join us for the IDT Corp. (NYSE: IDT and IDT.C) first quarter conference call when we report results for the period ended October 31, 2005, along with an update of our current financial status.

Our conference call is scheduled for Thursday, December 8, at 5:15 PM (EST). An earnings release will be available prior to the call.

We are pleased to offer two ways to participate in the conference call — via teleconference or webcast. You may access the webcast of our call by visiting the IDT Corp. website (www.idt.net). A direct link to the call will be found on the IDT Corporation home page, and at the following hyperlink: click here

You will need Windows Media software to listen to the streaming feed of the conference call. Please allow at least 15 minutes to download any necessary audio software prior to the call.

If you choose to participate via telephone, the dial-in number is 1-866-594-2183 for domestic callers, and 1-973-935-8583 for international callers. Conference ID #6788361 will speed your connection to the call. 

Should you miss the call, you may access an archived copy at the IDT website (in the Investor Relations section’s Presentations), or via a replay at 1-877-519-4471 — passcode #6788361 for domestic callers, or 1-973-341-3080 — passcode #6788361 for international callers. The teleconference replay will be available for one week after the conference call.

We look forward to your participation.

Contact:   Mary Jennings
               Director, Investor Relations

               973-438-3113
 

IDT’s TúYo(sm) Mobile Launches in New York, Washington DC, Philadelphia and Las Vegas New Wireless Service offers Unique Bundle of Features for U.S. Hispanics

Newark, N.J. – November 17, 2005 – IDT Corporation’s TúYo Mobile, the newest wireless product tailored for Latinos, officially launched today in major metro areas in the U.S.: New York, Washington DC, Philadelphia, and Las Vegas.  TúYo Mobile offers many important features Latinos desire, including aggressive rates for direct international calling, downloadable Latino ringtones and graphics and a patent-pending calling card feature allowing international calling from any phone using their TúYo balance. IDT Corporation (NYSE: IDT, IDT.C) is an international telecom, entertainment and technology company.

International calling rates per minute are as low as 2 cents to Mexico, Brazil and Argentina, and 3 cents to Chile, Columbia and Venezuela plus airtime.  Domestic airtime is as low as 10 cents per minute.

TúYo Mobile is a prepaid product, requires no contracts or credit checks, and has no hidden fees.  TúYo Mobile is a fully bilingual consumer experience, including customer service, packaging, handset menu, and downloadable content. 

IDT sees its creation of TúYo Mobile as the next logical evolution of products developed exclusively to meet the communication needs of U.S. Latinos.  IDT has a decade of experience providing calling products to Hispanics and prepaid calling card sales over a million cards a day through more than 300,000 retail outlets.

“TúYo Mobile speaks directly to the lifestyle of U.S. Hispanics,” said Jim Courter, IDT’s CEO.  “IDT has become the preferred communications company of Hispanics in the U.S. by providing prepaid phone cards that meet their needs.  Now Latino customers can turn to TúYo for convenient and cost effective mobile calling to friends and relatives around the globe.” 

The distinct TúYo brand is a combination of the Spanish words “you” and “I.”  Together the words take on the additional meaning of “yours.”  TúYo Mobile’s aggressive marketing campaign includes TV, radio, print and outdoor, geared to Spanish speaking consumers.

TúYo Mobile offers a variety of GSM phones including the Nokia 6102, which includes a built-in video camera and FM stereo radio, and Motorola’s popular V180 “flip-phone.”

“We heard loud and clear from our Latino customers that they needed a wireless phone service they could call their own,” said Robert Schwartz, President of TúYo Mobile.  “Only TúYo Mobile uniquely allows you to stay in touch wherever you are – for less, with friends and family in your home countries, to personalize your phone with Latino ringtones and graphics, and use your TúYo balance just like a phone card from any phone.”

Customers can purchase TúYo Mobile products in the coming weeks at retailers in the metropolitan areas of New York, Philadelphia, Washington DC and Las Vegas, as well on the web at tuyo.com.  To locate a retailer in your area call 877-GET-TUYO (877-438-8896).  TúYo Mobile service will be available nationwide in 2006.

In addition to TúYo Mobile, IDT now offers several other new products designed to help Latinos thrive in the U.S. including a state-of-the-art English as a second language (ESL) product, as well as simplified financial service solutions such as prepaid debit cards and money transfer products.

About IDT Corp.

IDT Corporation, through its IDT Telecom subsidiary, is a facilities-based, multinational carrier that provides a broad range of telecommunications services to retail and wholesale customers worldwide. IDT Telecom, by means of its own international telecommunications backbone and fiber optic network infrastructure, provides its customers with integrated and competitively priced international and domestic long distance and domestic all-distance telephony and prepaid calling cards. IDT Entertainment is the IDT subsidiary focused on developing, acquiring, producing and distributing computer-generated and traditionally animated productions and other productions for the film, broadcast and direct-to-consumer markets. IDT Capital is the IDT division principally responsible for the Company’s initiatives in brochure distribution, retail energy and new technologies. Net2Phone, Inc., a subsidiary of IDT Corporation, is a provider of high-quality global retail Voice over IP services and offers a fully outsourced cable telephony service to cable operators allowing cable operators to provide residential phone service to their subscribers.

IDT Corporation’s Class B Common Stock and Common Stock trade on the New York Stock Exchange under the ticker symbols IDT and IDT.C respectively.