IDT Corporation Announces Agreement to Sell Corbina Telecom; IDT to divest its Russian Telecom Business

Newark, N.J., November 17, 2005 – IDT Corporation (NYSE: IDT, IDT.C) today announced that its subsidiary has agreed to sell its Corbina Telecom business to a Moscow based consortium of private equity investors for approximately $146 million (U.S. Dollars).  Corbina operates a licensed full-service telecommunications business in Russia, offering a broad range of services throughout the 24 largest industrial areas in the Russian market.  Corbina generated $64.3 million of revenue during IDT’s fiscal year ended July 31, 2005.  The transaction is subject to certain customary contingencies and is expected to close by calendar year-end.  Deutsche Bank is advising IDT on the sale.

“Corbina, which we acquired in 2000, has been a strong performer for our Telecom division,” said Jim Courter, IDT’s CEO. “We view this opportunity to capitalize on its historically strong performance to be an attractive manner of creating value for our stockholders.”

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.

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 COMMENCEMENT OF TENDER OFFER FOR NET2PHONE SHARES Net2Phone Stockholders to Receive $2.00 Net Per Share in Cash for Each Net2Phone Share

Newark, N.J., November 10, 2005 – IDT Corporation (NYSE:IDT, IDT.C) today announced that NTOP Acquisition, Inc., a wholly-owned subsidiary of IDT, commenced an offer to purchase all outstanding shares of common stock of Net2Phone, Inc. (NASDAQ: NTOP) not already beneficially owned by IDT for $2.00 net per share in cash. IDT had previously announced its intention to make an offer for the Net2Phone shares. The expiration date for the tender offer is Monday, December 12, 2005, unless the offer is extended. On the expiration date, and assuming satisfaction or waiver of all conditions to the offer, all validly tendered shares not previously withdrawn will be accepted for purchase pursuant to the terms of the offer and paid for promptly.

 

IDT currently beneficially owns 2,773,798 shares of Net2Phone common stock and 28,896,750 shares of Net2Phone class A common stock, representing approximately 40.19% of Net2Phone’s outstanding equity securities and approximately 56.23% of the total voting power of Net2Phone’s outstanding equity securities.

 

The offer is subject to the non-waivable condition that the offer shall have been accepted by holders of a majority of the outstanding shares of Net2Phone common stock not already otherwise owned by IDT and its affiliates. The offer is also subject to the waivable condition that IDT, directly or indirectly, shall own at least 90% of the outstanding shares of Net2Phone common stock 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. As promptly as practicable following the consummation of the offer, IDT intends to effect a merger of Net2Phone with NTOP Acquisition in which all remaining public holders of Net2Phone common stock would receive the same consideration for their shares as that received by the Net2Phone stockholders who tendered their shares in the offer. The offer is also subject to other terms and conditions as set forth in the tender offer materials being distributed to Net2Phone stockholders.

 

Under applicable rules of the Securities and Exchange Commission, Net2Phone will be required to make a recommendation, state that it is neutral, or state that it is unable to take a position with respect to the offer, and file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 describing its position (if any), and certain related matters, no later than ten business days from the date of this release.

 

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. Net2Phone stockholders and other interested parties 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 ENTERTAINMENT LICENSES ANIMATION RIGHTS TO HELLBOY FROM REVOLUTION STUDIOS Key Creatives From Live Action Film On Board For Animated Adventures To Be Produced At IDT Entertainment Studios In Los Angeles

Newark, N.J. – November 9, 2005 — IDT Entertainment announced today that it has licensed all animation rights to the Hellboy property from Revolution Studios.  IDT Entertainment, in partnership with Revolution Studios, plans to develop animated content for television and home entertainment as well as a full range of integrated marketing applications across all categories.  Production will utilize IDT Entertainment’s animation studios in Los Angeles.  IDT Entertainment Sales will handle worldwide sales and Anchor Bay Entertainment, an IDT Entertainment company, will distribute DVD/video product.  IDT Entertainment is a subsidiary of IDT Corporation (NYSE: IDT, IDT.C), an international telecom, entertainment, and technology company.

Hellboy is a seminal figure in the comic book world and a proven winner in the feature film arena,” said Morris Berger, IDT Entertainment CEO.  “This deal adds to the luster of our ever-growing library of intellectual properties with worldwide fan appeal.  We believe Hellboy‘s animated incarnation will benefit from our international sales, marketing, and distribution network.”  

All key creative talent and production entities associated with Hellboy, the successful 2004 live action feature film, will be involved in the continuing animated adventures of the Hellboy character.  Ron Perlman (Hellboy) and Selma Blair (Liz Sherman), who headlined the feature film, will lead the voice cast for the animated versions.  Hellboy creator Mike Mignola and director Guillermo Del Toro (Hellboy, The Devil’s Backbone) are creative producers and will be intimately involved in story development and animation style. Tad Stones, who has produced and directed successful full length video features and animated television series (Disney’s Atlantis:  Milo’s Return, Buzz Lightyear of Star Command: The Adventure Begins, Disney’s Aladdin and the King of Thieves), will be supervising director and supervising producer for IDT Entertainment.  Lawrence Gordon and Lloyd Levin of Lawrence Gordon Productions and Mike Richardson of Dark Horse Comics, who produced the 2004 live action feature, will executive produce.   

According to Revolution Studios’ Daniel Ferleger, “We are excited to be working with IDT Entertainment and look forward to a successful collaboration to bring the Hellboy character to an even wider audience.”

Hellboy is based on the comic book series by Mike Mignola. Born in the flames of hell and brought to Earth as an infant to perpetrate evil, Hellboy was rescued from sinister forces by the benevolent Dr. Broom, who raised him to be a hero.  Hellboy handles the most dangerous missions for Dr. Broom’s Bureau for Paranormal Research and Defense. He leads an unlikely family of agents including a “merman,” Abe Sapien, and the pyro-kinetic Liz Sherman, who can manifest and control fire. They are the world’s first and last line of defense against the dark powers who threaten all of mankind.      

The 2004 live action feature film Hellboy has grossed more than $100 million worldwide.  The Hellboy comic book series (available through Dark Horse Comics) is one of the industry’s biggest sellers.

Revolution Studios was formed by Joe Roth in May 2000 to independently produce and finance films in partnership with Sony Pictures, Starz Entertainment Group and Fox Entertainment Group.

 IDT Entertainment is a vertically integrated entertainment company that develops, produces, and distributes proprietary and licensed entertainment content. IDT Entertainment is a subsidiary of IDT Corporation (NYSE:IDT, IDT.C) an international telecom, entertainment, and technology company.

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 Entertainment to Acquire Australian Distributor Imagine Entertainment; Company Will Have Home Entertainment Distribution In Virtually All English-Speaking Territories Worldwide

NEWARK, NJ, November 3, 2005 — IDT Entertainment today announced that it has agreed to acquire a major Australian-based independent distributor of theatrical, video, and DVD product, Imagine Entertainment. Imagine will benefit from the assets and worldwide recognition of IDT Entertainment’s home entertainment subsidiary, Anchor Bay, an established leader in the field that boasts an expansive selection of theatrical films, television series, and children’s and fitness titles. The acquisition is expected to close during November.  IDT Entertainment is a subsidiary of IDT Corporation (NYSE:IDT, IDT.C), an international telecom, entertainment, and technology company.

“This acquisition is the perfect example of our overall business strategy,” said Morris Berger, CEO, IDT Entertainment.  “In just over three years, we have become a global entertainment force with proven strength in the technology, production, and distribution of entertainment product. This acquisition   completes IDT Entertainment’s expansion into virtually all English-speaking territories.  It also provides additional consumer outlets for our burgeoning catalogue of entertainment assets.” 

Established in 2001, Imagine Entertainment distributes award-winning home entertainment product to both the Australian and New Zealand rental and retail marketplaces. Led by Managing Director John Vale and Marketing Director Marilyn Greig, the company’s releases include the Sundance Film Festival “Grand Jury Prize,” documentary finalist “Unknown White Male,” the romantic comedy, “Marilyn Hotchkiss’ Ballroom Dancing and Charm School,” which stars Marisa Tomei, Robert Carlyle, Danny DeVito, John Goodman, and Sean Astin, the outrageous “Zombie Honeymoon” and the new clay-animated comedy, “Disaster.” Imagine’s current slate includes additional seasons of the hit prime-time series “C.S.I.,” the Emmy Award-winning telefilm “Life with Judy Garland: Me and My Shadows,” the “Doc Martin and Wrong Coast” TV series and the Kid Tuff banner, which includes the IDT Entertainment titles, “Popeye’s Voyage” and “Inspector Gadget’s Biggest Caper Ever.”  Future rental releases include the Michael Keaton-starrer, “Game 6” and the Edward Furlong thriller, “Cruel World.”

“IDT Entertainment is the perfect home for Imagine Entertainment,” stated Mr. Vale.  “We expect our position in the marketplace to expand rapidly based on Anchor Bay’s aggressive acquisition strategy and premium quality IDT Entertainment properties, such as the highly-anticipated ‘Masters of Horror’ series, Harry Connick Jr.’s ‘Happy Elf,’ the upcoming release of ‘Spawn’ and Rob Zombie’s first animated film, ‘El Superbeasto.'”

“Combining John Vale’s experience with Anchor Bay’s existing product and IDT Entertainment’s strength will produce excellent opportunities in this market over the next few years,” said Ted Green, CEO, Anchor Bay Entertainment.

IDT Entertainment is a vertically integrated entertainment company that develops, produces, and distributes proprietary and licensed entertainment content.  IDT Entertainment is a subsidiary of IDT Corporation (NYSE:IDT, IDT.C), an international telecom, entertainment, and technology company.

Anchor Bay Entertainment, an IDT Entertainment company, is an established leader in the field of home entertainment.  The company offers an expansive selection of award-winning, notable theatrical films including “Time Bandits” and “Halloween,” classic television programming such as “Roseanne,” “3rd Rock from the Sun,” “Three’s Company,” “Highlander” and much of the Stephen J. Cannell library, traditional children’s fare featuring the ever-popular Thomas & Friends collection and Mister Rogers Neighborhood, the impressive Manga anime line and chart-topping fitness titles including the “Crunch” and “For Dummies” series.   Anchor Bay Entertainment is aggressively developing a wide range of original programs and concepts in addition to licensing existing brands and films.

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 Appoints Former U.S. Senator Slade Gorton To Its Corporate Board of Directors Gorton Recently Served as a Member of The National Commission on Terrorist Attacks Upon the United States (“9/11 Commission”)

Newark, N.J. October 19, 2005 – IDT Corporation today announced the appointment of the Hon. Slade Gorton to its Corporate Board of Directors. Gorton is a former three-term Senator from Washington State who recently served on The National Commission on Terrorist Attacks Upon the United States, also known as the “9/11 Commission.”  IDT Corporation (NYSE:IDT, IDT.C) is an international telecom, entertainment and technology company.

“Slade Gorton served with distinction during an 18 year Senate career. He was also among a select group of respected American leaders the nation turned to for guidance following 9/11,” said Jim Courter, IDT’s CEO. “I’m proud to welcome Slade to IDT’s Corporate Board. He joins a prestigious group of strong, independent IDT Directors who make up the majority of the board that govern IDT.”

Mr. Gorton will replace independent Board Director the Hon. William F. Weld, who has left the board to focus on potential political opportunities in New York State.

Slade Gorton served as a U.S. Senator from the State of Washington from 1981 to 1987 and from 1989 until 2001. While in the Senate, he served as the Chairman of the Interior Appropriations Subcommittee (1995-2001), the Commerce Subcommittees on Consumer Affairs (1995-99) and Aviation (1999-2000).  In 2001, Mr. Gorton served on the National Commission on Federal Election Reform and from 2002 to 2004, on The National Commission on Terrorists Attacks Upon the United States.

“IDT made its mark in Telecom, established itself in entertainment and is now investing in new opportunities and diversifying into new industries to increase shareholder value,” said Howard Jonas, IDT’s Chairman. “Slade Gorton’s knowledge of industry trends, regulatory issues and his experience on the Commerce and Energy and Natural Resources congressional committees will be an invaluable resource to IDT.” 

Slade Gorton began his political career in 1959 as a Washington State representative, rising to State House Majority Leader in 1967. In 1968, he was elected Attorney General of Washington State where he argued 14 cases before the Supreme Court. In June 1980, Mr. Gorton received the Wyman Award as “Outstanding Attorney General in the United States.”

Slade Gorton joins the other independent members of IDT’s Corporate Board of Directors, which includes: Dr. J. Warren Blaker, Professor of Physics at Fairleigh Dickinson University, the Hon. Rudy Boschwitz, former U.S Senator of Minnesota, Saul K. Fenster, President Emeritus of the New Jersey Institute of Technology, the Hon. James S. Gilmore III, former Governor of the Commonwealth of Virginia, Jack F. Kemp, former U.S. Congressman and former Secretary of HUD, Dr. Jeane J. Kirkpatrick, former U.S. Ambassador to the United Nations and a member of President Ronald Reagan’s Cabinet and National Security Council and Michael J. Levitt, Chairman and CEO of Stone Tower Capital LLC.

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.

In this press release, all statements that are not purely about historical facts, including, but not limited to, those in which we use 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 our 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 our 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.  These factors include, but are not limited to, the following: potential declines in prices for our products and services; our ability to maintain and grow our retail telecommunications services, particularly our prepaid calling card business; availability of termination capacity; financial stability of our customers; our ability to maintain carrier agreements with foreign carriers; effectiveness of our marketing and distribution efforts; increased competition, particularly from regional bell operating companies; our ability to manage our growth; competitiveness of our Winstar subsidiary; impact of government regulation; our ability to obtain telecommunications products or services required for our products and services; and general economic conditions, particularly in the telecommunications markets.  We are under no obligation, and expressly disclaim any obligation, to update the forward-looking statements in this press release, whether as a result of new information, future events or otherwise.

7-Eleven, Inc. Proves That Talk Is Cheap 7-Eleven Stores Offer IDT Telecom’s Lower-Cost, Re-Chargeable Calling Cards for Domestic and International Calling

 

NEWARK, NJ, & DALLAS, TX – OCT. 4, 2005 – This month, 7-Eleven, Inc. (NYSE: SE) begins offering one of the lowest, flat-per-minute rates for 41 variations of domestic and international long-distance prepaid calling cards, including two that are re-chargeable.  IDT Telecom is the provider of these integrated, low-cost calling cards, which offer consumers the ability to obtain minutes quickly by charging and re-charging the same swipe-activated card.

IDT Telecom is a subsidiary of IDT Corporation, (NYSE IDT, IDT.C) an international telecom, entertainment and technology company.

Participating 7-ElevenÒ stores will carry a re-chargeable, co-branded IDT/7-Eleven Universal domestic calling card selling in denominations of $5, $10 and $20, and a re-chargeable, co-branded $5 calling card designated for calls to Mexico. An assortment of regional calling cards that are tailored to specific demographics with average rates of five cents a minute or less also will be available in all 7-Eleven markets.

“IDT offers an extremely competitive rate on prepaid calling cards,” said Kevin Elliott, 7-Eleven, Inc.’s vice president of merchandising.  “These discounted cards provide added convenience for consumers along with fast loading, and re-charging features and lower rates.” 

All of the domestic and international calling cards allow for phone calls anywhere.  For example, the $5 re-chargeable international calling card gives consumers approximately 90 minutes of talk time, offering a convenient, low-cost way to call friends and family in Mexico.  The cards contain local access numbers and 1-800 access numbers for long distance calling.  Rates vary by country for international calling.

The prepaid cards, which are swipe-activated by the store sales associate through the point-of-sale (POS) register, make it convenient for a customer to pay in a quick, simple transaction.  The cards have a 12-month expiration date from the time the card is first activated.         

“Because of our extensive telecommunications network and our ability to connect calls virtually anywhere in the world, we can offer consumers great value,” said Jim Courter, IDT’s CEO.  “The introduction of IDT Universal calling cards at 7-Eleven’s 5,300 U.S. stores brings new meaning to the company’s slogan ‘Oh, Thank Heaven.’  Just as 7-Eleven stores are synonymous with convenience, IDT is well known for providing consumers with low-cost prepaid telecommunications products.”

About 7‑Eleven, Inc.

7‑Eleven, Inc. is the premier name and largest chain in the convenience retailing industry.  Headquartered in Dallas, Texas, 7-Eleven, Inc. operates or franchises more than 5,800 7-Eleven® stores in the United States and Canada and licenses more than 23,000 7-Eleven stores in 17 other countries and U.S. territories.  During 2004, 7-Eleven stores worldwide generated total sales of approximately $41 billion.  Find out more online at www.7-Eleven.com.

About IDT

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.

In this press release, all statements that are not purely about historical facts, including, but not limited to, those in which we use 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 our 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 our 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.  These factors include, but are not limited to, the following: potential declines in prices for our products and services; our ability to maintain and grow our retail telecommunications services, particularly our prepaid calling card business; availability of termination capacity; financial stability of our customers; our ability to maintain carrier agreements with foreign carriers; effectiveness of our marketing and distribution efforts; increased competition, particularly from regional bell operating companies; our ability to manage our growth; competitiveness of our Winstar subsidiary; impact of government regulation; our ability to obtain telecommunications products or services required for our products and services; and general economic conditions, particularly in the telecommunications markets.  We are under no obligation, and expressly disclaim any obligation, to update the forward-looking statements in this press release, whether as a result of new information, future events or otherwise.

IDT Reports Results for Fourth Quarter and Fiscal 2005


NEWARK, N.J.  – September 27, 2005 – IDT Corporation (NYSE: IDT, IDT.C) today reported fiscal 2005 revenues of $2.469 billion, up 11.3% from fiscal 2004’s $2.217 billion. 
Revenues for the fourth quarter, the three months ended July 31, 2005, were $623.3 million, a. 2.0% increase versus revenues of $611.2 million in the fourth quarter of fiscal 2004 and a 2.7% increase from the prior quarter’s $606.7 million.

The net loss for fiscal year 2005 was $43.8 million or ($0.45) per share, compared with a net loss in fiscal year 2004 of $58.9 million or ($0.67) per share.  The net loss for the fourth quarter of fiscal 2005 was nil, or $0.00 per share, compared to a net loss of $23.3 million, or ($0.25) per share, in the fourth quarter of fiscal 2004, and a net loss of $14.3 million, or ($0.15) per share, in the third quarter of fiscal 2005.  In the fourth quarter of fiscal 2005, IDT received $44.0 million in settlement of a lawsuit against Telefonica S.A., Terra Networks, S.A., and Terra Networks, U.S.A., Inc.

In preparing our fourth quarter and year end fiscal 2005 financial statements, and as part of the Sarbanes Oxley readiness documentation procedures, we have discovered an overstatement of our accrual for income taxes related to the first quarter of fiscal 2004. Accordingly, we restated our financial statements for the first quarter and fiscal year 2004 and recorded a $36.8 million decrease in our deferred tax liability on our balance sheet with a corresponding increase in benefit from income taxes.  As a result reported net loss for the year ended July 31, 2004 decreased from $95.7 million to $58.9 million, and reported net loss per share decreased from ($1.09) per share to ($0.67) per share.

As of July 31, 2005, cash and cash equivalents, marketable securities, and restricted cash and marketable securities stood at $952.4 million, including $98.0 million held by Net2Phone.

The following table summarizes the operating performance of IDT’s business segments1:

 

Revenues

 

Income (Loss) from Operations

$ Millions

FY 2005

FY 2004

Q4 ’05

Q3 ’05

Q4 ’04

 

FY 2005

FY 2004

Q4 ’05

Q3 ’05

Q4 ’04

IDT Retail Telecom

$1,616.6

$1,413.4

$402.4

$391.5

$411.7

 

$67.9

$96.0

$12.9

$16.7

$21.6

IDT Wholesale Telecom

541.7

524.5

143.8

139.4

128.9

 

(18.5)

(17.6)

(4.5)

(4.6)

(5.0)

     IDT Telecom Total

2,158.3

1,937.9

546.2

531.0

540.6

 

49.4

78.4

8.4

12.1

16.7

IDT Entertainment

187.2

106.7

39.8

46.0

30.7

 

7.5

(0.6)

(2.2)

3.1

(1.2)

Voice over IP

73.6

78.0

20.3

17.1

19.7

 

(53.5)

(21.9)

(25.4)

(11.5)

(6.5)

IDT Capital

39.7

22.7

14.8

11.1

6.6

 

(14.2)

(21.2)

(4.5)

(3.3)

(5.8)

IDT Solutions

9.6

71.6

2.2

1.6

13.7

 

(38.4)

(112.5)

(5.4)

(8.8)

(21.6)

Corporate

0.0

0.0

0.0

0.0

0.0

 

(66.7)

(44.2)

(26.5)

(15.4)

(10.5)

     Total IDT

$2,468.5

$2,216.9

$623.3

$606.7

$611.2

 

($115.8)

($121.9)

($55.6)

($23.8)

($29.0)

 

“Fiscal 2005 was very exciting for IDT,” said Jim Courter, CEO.  “We weathered a difficult and turbulent regulatory environment in our telecom division, but we’re getting back on track with our bundled offering.  Our investments in Entertainment and other projects should start to bear fruit this year and next.  Ultimately, the sky really is the only limit.”

MAJOR DEVELOPMENTS

On August 29, 2005 our subsidiary, IDT Spectrum, Inc., announced that it filed a registration statement with the Securities and Exchange Commission for a proposed initial public offering of its common stock.    WR Hambrecht + Co., LLC, is acting as the lead manager of the offering.   The registration statement relating to these securities has not yet become effective, and these securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. Note that this press release 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.

On June 28, 2005, we delivered to the Board of Directors of Net2Phone notice of our intention to commence a tender offer for all outstanding shares of common stock of Net2Phone we do not already own, at a price of $1.70 per share, net to the sellers in cash, without interest.  We currently, directly and indirectly, own 2.8 million shares of Net2Phone common stock and 28.9 million shares of Net2Phone class A common stock representing approximately 41% of Net2Phone’s outstanding equity securities and approximately 57% of the total voting power of Net2Phone’s outstanding equity securities.    On September 6, 2005 we announced that we were changing the form of consideration in its proposed offer from $1.70 in cash to $1.70 in value of IDT’s Class B Common Stock, based on the average closing price for the Class B Common Stock on the New York Stock Exchange of $13.25 per share for the week ending September 2, 2005.  This is equivalent to a ratio of 0.1283 IDT shares for each share of Net2Phone.  Net2Phone’s independent committee of the Board of Directors has responded that neither proposed offer is acceptable, and we continue to discuss the terms of the offer with them.

RESULTS OF OPERATIONS

IDT Telecom

For the year, IDT Telecom revenues increased 11.4%, to $2.158 billion, compared to fiscal 2004’s revenues of $1.938 billion, while full year operating profits decreased by 37.0%, to $49.4 million, from $78.4 million in fiscal 2004. The fourth quarter was the sixteenth consecutive quarter during which IDT Telecom produced revenue growth from the year-ago figure.  Revenues for the fourth quarter of fiscal 2005 increased 1.0% year-over-year and 2.9% sequentially. 

Gross profits were $515.9 million in fiscal year 2005 and $125.3 million in the fourth quarter of fiscal 2005, representing an increase of 15.7% for the year, and a decrease of 1.0% for the fourth quarter versus the year-ago quarter and a decrease of 0.1% versus the third quarter of fiscal 2005.  Selling, general and administrative (SG&A) expenses for IDT Telecom were $372.2 million in the fiscal year, and $91.8 million in the fourth quarter, versus $293.9 million in fiscal year 2004, $89.1 million in the fourth quarter of fiscal year 2004 and $87.0 million in the third quarter of fiscal year 2005.

Gross margin for fiscal year 2005 was 23.9%, an increase of 90 basis points from the 23.0% of fiscal year 2004.  The increase in gross margin was due to both a slight shift in our revenue mix towards retail services and a 120 basis point increase in retail gross margin, which more than offset a 130 basis point decline in wholesale gross margin because retail revenues accounted for about 75% of the total IDT Telecom revenues.  The retail gross margin improvement was due to a shift in mix and a gain in calling card margin, both of which are described more completely below.  The wholesale gross margin decline was caused by a decision to temporarily pursue market share at the expense of gross margin, particularly during the fourth quarter.  Gross margin for the fourth quarter was 22.9%, a decrease of 50 basis points from the year-ago period, and 70 basis points lower than that recorded in Q3 of fiscal 2005.  In comparison with the year-ago period, our quarterly revenue mix shifted slightly towards wholesale, where we realize a lower gross margin, and the wholesale gross margin declined 170 basis points.  In comparison to the third quarter, the revenue mix was stable but the gross margin declined in both wholesale and retail.

IDT Telecom income from operations was $49.4 million in the fiscal year and $8.4 million in the fourth quarter, representing $29.0 million and $3.7 million declines, respectively, when compared to the prior year period.  The decrease in operating earnings is due mostly to higher SG&A expenses in our retail businesses which are discussed below, as well as an increase in depreciation charges, reflecting the ongoing expansion of our worldwide telecommunications network.  These increases more than offset the increase in gross margin for the full year.

IDT Telecom minutes of use for the fourth quarter of fiscal 2005 increased 4.3% year-over-year to 6.102 billion minutes from 5.849 billion minutes, and increased 4.9% from fiscal third quarter 2005’s 5.817 billion minutes.  For fiscal 2005, minutes of use increased 15.2% to 23.565 billion minutes from 20.456 billion minutes.  Retail minutes of use increased for fiscal 2005 by 10.8%, to 17.312 billion, while wholesale minutes of use advanced 29.5%, to 6.253 billion.


 IDT Telecom Line of Business Detail1

 

 

 

Revenues

 

Gross Margin

 

$ Millions

FY 2005

FY 2004

Q4 ’05

Q3 ’05

Q4 ’04

 

FY 2005

FY 2004

Q4 ’05

Q3 ’05

Q4 ’04

 

Calling Card

$1,283.2

$1,188.6

$327.5

$308.4

$333.2

 

23.5%

23.1%

23.6%

23.6%

22.4%

 

Consumer Phone Services

333.5

224.9

74.8

83.1

78.5

 

49.0%

50.8%

46.5%

47.8%

49.3%

 

Total Retail

1,616.6

1,413.40

402.4

391.5

411.7

 

28.7%

27.5%

27.9%

28.7%

27.6%

 

Wholesale

541.7

524.5

143.8

139.4

128.9

 

9.5%

10.9%

9.2%

9.4%

10.3%

 

        Total Telecom

$2,158.3

$1,937.9

$546.2

$531.0

$540.6

 

23.9%

23.0%

22.9%

23.6%

23.4%

Retail Telecom

For fiscal year 2005 Retail Telecom revenues increased 14.4%.  For the fourth quarter revenues declined 2.3% year-over-year to $402.4 million, and increased 2.8% from the third quarter of fiscal 2005.  Retail Telecom income from operations declined 29.2% in fiscal year 2005, to $67.9 million.  Income from operations for the fourth quarter was $12.9 million, a 40.1% decline year-over-year and a 22.7% decrease from the third quarter.

·         Calling card revenues increased 8.0% versus fiscal year 2004.  In the fourth quarter of fiscal 2005 calling card revenues declined 1.7% versus the year-ago period and increased 6.2% versus the third quarter of fiscal 2005.  Both the growth versus the year-ago figure and sequential quarter-over-quarter figure as well as the fourth  quarter year-over-year decline were broadly based geographically, with the exception of our calling card operations in Latin America and Asia.  These businesses continued to make steady market share progress.  Gross profits for calling cards increased 9.6% for the fiscal year, and those of the fourth quarter increased 3.5% year-over-year and 6.4% versus those of the third quarter of fiscal year 2005, as gross margin on calling cards improved by 40 basis points for the fiscal year.  For the fourth quarter gross margin improved 120 basis points versus the year-ago period and was unchanged versus the third quarter.

·         Consumer phone services revenues increased 48.3% versus fiscal year 2004.  However, in the fourth quarter of fiscal 2005 consumer phone service revenues were 4.7% lower than those recorded in the year-ago period and 10.0% below those of the third quarter of fiscal 2005.  The customer base for America Unlimited, the IDT calling plan which features unlimited local and long distance calling within the United States for a fixed monthly rate, was approximately 220,000 as of July 31, 2005.   In addition, we had approximately 325,000 long distance-only customers at July 31, 2005.  The 10.9% decrease in our combined customer base since April 30, 2005 occurred because we delayed the resumption of advertising for our America Unlimited plan until we signed a long-term services agreement for local phone service with Verizon Communications, Inc., which became effective August 1.

In the United Kingdom, we continue to build the customer base for our Toucan consumer phone service.  As of July 31, 2005, we had approximately 147,000 active customers, up from approximately 138,000 active customers on April 30, 2005.  The expansion of the Toucan brand, which has already gained significant recognition in the U.K. market, involves both a broadening of the suite of service offerings, as well as expansion into other markets.  During the second quarter of fiscal 2005, we added Internet access to our offering and during the fourth quarter of fiscal 2005 we launched ToucanMobile, our mobile phone service.  Our Internet access service offerings include both dial-up and broadband access services, marketed under the ToucanSurf brand, which had 9,000 customers as of July 31, 2005. ToucanMobile offers users in the U.K. a simple post-paid pricing structure with a number of price plans.  We plan to expand Toucan to other European markets and anticipate the launch of the service in the Netherlands during the first half of Fiscal 2006.

·         Earlier this month, we announced the launch of TúYo Mobile, a new prepaid wireless service.  TúYo Mobile is designed especially for the mobile communications needs of the Hispanic population in the United States.  In offering TúYo Mobile, we will be acting as a reseller, under our own brand name, of a major GSM wireless carrier and offer equipment and services competitive with the leading wireless companies.  TúYo Mobile will leverage IDT’s expertise, experience and infrastructure in the prepaid telecom market that includes an unmatched distribution channel in the urban market, an international long distance network, an innovative prepaid platform and leading calling card brands.  We expect to begin the roll out of TúYo Mobile in selected markets by the end of calendar year 2005.

Retail Telecom gross margin for fiscal year 2005 improved 120 basis points from fiscal year 2004 due to the increased relative proportion of consumer phone services, with its higher gross margin, in our mix and to a 34 basis point increase in the gross margin realized in our calling card services.  These factors outweighed a 180 basis point decline in consumer phone service overall margin.  The overall decrease in consumer phone services margin is primarily due to the suspension of marketing of America Unlimited, which has higher gross margin than our internationally-based consumer phone services offerings, during a portion of the period.  In the fourth quarter of fiscal 2005 retail telecom gross margin increased 30 basis points from their year-ago level and decreased 80 basis points from the third quarter of fiscal year 2005.  The improvement was due to an improvement in calling card gross margin as described above; the decline was due to the increased proportion of internally-based business, with its lower gross margins, in the overall mix. 

Retail Telecom SG&A expenses for fiscal year 2005 increased $83.7 million to $325.6 million and for the fourth quarter of fiscal year 2005 increased $2.7 million year-over-year and $5.0 million compared with the third quarter of fiscal year 2005. The increases were driven primarily by increased advertising expenditures related to our consumer phone services businesses in the United States (during the first half of the fiscal year) and the United Kingdom (throughout the fiscal year), expenditures incurred in the development of new businesses, and increased headcount, resulting primarily from ongoing geographic expansion.

Wholesale Telecom

For fiscal year 2005 Wholesale Telecom revenues increased 3.3% to $541.7 million.  For the fourth quarter they increased 11.5% year-over-year to $143.8 million, and 3.1% from the third quarter of fiscal 2005.  Wholesale Telecom’s loss from operations increased 5.3% in fiscal year 2005, to $18.5 million.  However, its loss from operations for the fourth quarter was $4.5 million, a 9.1% decline year-over-year and a 2.3% decline from the third quarter.

Wholesale Telecom gross margin was 9.5% for the year and 9.2% in the fourth quarter, down from 9.4% in the third quarter, and 10.3% in last year’s fourth quarter.  The reduction in margin was the result of a decline in per-minute price realizations, arising from a strategic decision undertaken during the year to temporarily sacrifice margin in order to drive volumes and market share.

IDT Entertainment

IDT Entertainment generated revenues of $187.2 million in fiscal 2005, up 75.5% from the $106.7 million of revenues generated in fiscal year 2004.  Most of the revenue increase is due to the inclusion of revenue from a series of acquisitions that took place during the prior fiscal year.    In the fourth quarter of fiscal year 2005 IDT Entertainment recorded revenues of $39.8 million, compared to $30.7 million of revenues recorded in the fourth quarter of fiscal 2004 and $46.0 million of revenues generated in the third quarter of fiscal 2005.  The revenue increase versus the year-ago period occurred primarily at our video distribution business, and the decline compared with the third quarter is due to seasonal factors, also primarily in our video distribution business. 

IDT Entertainment’s income from operations was $7.5 million in fiscal year 2005, versus a loss from operations of $0.6 million in fiscal year 2004.  In the fourth quarter of fiscal year 2005 IDT Entertainment lost $2.2 million from operations, versus a loss from operations of $1.2 million in the year-ago period and income from operations of $3.1 million in the previous quarter.  The fiscal 2005 increase in income from operations versus the prior year is due to the inclusion of all our acquisitions for a full year.  The fourth quarter loss from operations is due to the fact that both our video distribution and production services businesses experience seasonal fluctuations and the fourth quarter is typically the weakest for each business.  In addition, our video distribution business experienced unusually high returns during the quarter.

Major achievements for IDT Entertainment during fiscal year 2005 include the following:

·         The company augmented its management team with several industry veterans, naming Janet Healy President of Animation, Neil Braun President of Feature Films & Television, and Jerry Davis Chief Creative Officer.   Ms. Healy’s credits include SharkTale, Dinosaur, Tarzan, Mulan, Jurassic Park, Terminator 2 and Casper.   Mr. Davis’ include Robots, Ice Age, and Iron Giant.   Prior to joining the company, Mr. Braun has served in several senior management positions in the entertainment industry, including President of the NBC Television Network and CEO of Viacom Entertainment, among others.  Mr. Braun is now the lead financial architect for all IDT Entertainment business deals and will be responsible for the company’s aggressive expansion of its feature film and television production offerings.  Ms. Healy has been tasked with building out a state-of- the-art Computer Generated (CG) animation pipeline to enable the production of high quality CG animated feature films.  Ms. Healy will also oversee all budgets, staff and production schedules for all IDT Entertainment animation projects.  Mr. Davis will head up the search for, and development of, creative content and talent for all of IDT Entertainment’s animated feature films.

·         The company signed a two-year, multi-picture distribution deal with Twentieth Century Fox, under which Twentieth Century Fox will release CG animated feature films produced by IDT Entertainment.

·        IDT Entertainment obtained a $50 million, five-year, secured revolving credit facility (which may be increased up to $75 million) from a bank syndicate led by J.P. Morgan Chase.  The borrowings will be used to provide funding for the production of live action and animated features for television broadcast and home video distribution

 and to license home video titles for distribution into major retailers.

·         The company launched its live-action division, which is focused on the supernatural/thriller/horror genre, and which began licensing the rights to its productions during fiscal Q3.  The division’s productions include, among others, the Masters of Horror Series to be aired on the Showtime Network beginning in October.

·         Our home video distribution business reported revenue of $122.8 million.  During fiscal 2005 the top selling videos were Third Rock from the Sun, Thomas the Tank Engine and 21 Jump Street.

·         Historically, our video distribution business has been entirely focused on selling third party licensed properties.  Due to significant investments in our proprietary projects beginning in fiscal 2005, we expect that an increasing proportion of revenues from our video distribution business will be derived from these proprietary projects as we build our film library.  We expect to begin recognizing revenue from these projects in fiscal 2006.

In fiscal 2006, IDT Entertainment expects to bring several proprietary productions to the direct-to-video and broadcast markets, including The Happy Elf Christmas Special with Harry Connick, Jr., Wow! Wow! Wubbzy, Me, Eloise, Todd McFarlane’s Spawn, Rob Zombie’s The Haunted World of El Superbeasto, and Stan Lee Presents’ Mosaic, Condor and a project starring Ringo Starr.  The company will also release several live action horror films including the Masters of Horror series.

Voice over IP

IDT’s Voice over IP business segment consists primarily of our interest in Net2Phone, which is a separate publicly held corporation whose common stock is quoted on the NASDAQ National Market under the symbol “NTOP.”  Net2Phone is subject to the reporting requirements of the Securities Exchange Act of 1934.  The financial information relating to Net2Phone (which is consolidated with our financial results) for the fiscal quarter and year ended July 31, 2005 reported in this press release is based on preliminary financial information provided to us by Net2Phone and is subject to further adjustment.  Primarily because of the elimination of intercompany transactions in our consolidated results, as well as adjustments by IDT to the carrying value of goodwill associated with IDT’s acquisitions of Net2Phone stock, Net2Phone’s independently reported results of operations differ from those reported in our consolidated results.  Accordingly, the financial information relating to Net2Phone (and our Voice over IP segment) reported herein will differ from the financial results of Net2Phone as a whole, which will be reported by Net2Phone in its press release and conference call scheduled for October 6, 2005.

Set forth below is a brief description of Net2Phone’s preliminary results as they are consolidated into IDT’s results.

Voice over IP’s loss from operations for the fiscal year 2005 was $53.5 million on revenues of $73.6 million, compared to a loss of $21.9 million on revenues of $78.0 million in fiscal year 2004.  For the fourth quarter of fiscal 2005 we recorded a loss from operations of $25.4 million on revenues of $20.3 million, compared with a loss of $6.5 million on revenues of $19.7 million in the fourth quarter of fiscal 2004 and a loss from operations of $11.5 million on revenues of $17.1 million recorded in the third quarter of fiscal 2005.  The loss from operations include an impairment charge to goodwill of $15.8 million, recorded by IDT during the fourth quarter of fiscal 2005, to write-down the carrying value of goodwill originally recorded by IDT on its purchases of Net2Phone stock..  This was the largest contributor to the increased loss from Voice over IP operations.  Other factors were increased SG&A expenses associated with booking and launching cable telephony service products and a decline in carrier and direct to consumer revenue.

Notable achievements for the year include:

·         Service agreements signed with cable operators passing 3 million homes.

·         Commercial launches of Net2Phone’s cable telephony product by Coditel, EST, Bresnan, Millennium, Northland, Cable & Wireless Cayman Islands and Empresa Telecomunicaciones de Bogota.

IDT’s net loss for fiscal year 2005 and for the fourth quarter of fiscal year 2005 includes only its ownership stake in the loss of Net2Phone during each period.  IDT’s stake in Net2Phone increased from approximately 14% to about 40.9% on March 8, 2005, when we acquired all of Liberty Media Corporation’s direct and indirect interests in Net2Phone in exchange for approximately 3.75 million shares of IDT Class B common stock.  IDT’s ownership stake in Net2Phone averaged 26.0% during fiscal year 2005 and 40.8% during the fourth quarter of fiscal year 2005.  An adjustment to record the share of Net2Phone’s net loss attributable to the other shareholders of Net2Phone has been made in ‘minority interests’ on IDT’s Statement of Operations.

IDT CONFERENCE CALL INFORMATION

In connection with this release of quarterly results, IDT will be hosting a conference call today, September 27, 2005, for analysts, investors and the general public, at 5:00 PM Eastern Time.  To access the call from the U.S., dial 1-866-594-2183.  For international callers, the dial-in number is 1-973-935-8583.  The conference ID #6522198 will speed your connection to the call.  A replay of the teleconference will be available for one week after the conference call at 1-877-519-4471, passcode #6522198 for domestic callers, or 1-973-341-3080, passcode #6522198 for international callers.

Alternatively, interested participants may access a webcast of the conference call by visiting the IDT Website, at www.idt.net.  A direct link to the call will be placed on the website. Listening to the webcast of the call will require Windows Media software. Please allow at least 15 minutes to download the necessary audio software prior to the call. 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. 

A copy of this press release and additional financial and statistical information presented during the conference call will be 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 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 Net2Phone, a global provider of VoIP PacketCable, SIP and wireless solutions.  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 worldwide; our reliance on the financial health of other telecommunication companies that are our customers; the impact of changes to U.S. and foreign regulations; increases in 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

Media Contact

John Swierk

COO, IDT Venture Capital

973-438-4171

 

Mary Jennings

Director, Investor Relations

973-438-3124

Gil Nielsen

VP, IDT Corporate Communications

973-438-3553

IDT to Launch TúYo Mobile, The Wireless Service for the US Hispanic Market

 

Newark, N.J. – September 13, 2005 — IDT (NYSE: IDT, IDT.C), a major provider of telecommunications services to Hispanics in the United States, today announced the launch of TúYo Mobile, a new prepaid wireless service.  TúYo Mobile is designed especially for the mobile communications needs of US Hispanics, a rapidly growing segment of over 42 million people.

TúYo Mobile will provide many features and services that are important to Latino customers, including state-of-the-art handsets, fully bilingual customer experience, low rates for international calling and text messaging, and culturally relevant music, ringtones, games, and graphics.  TúYo Mobile will leverage IDT’s considerable expertise, experience and infrastructure in the prepaid telecom market that includes an unmatched distribution channel in the urban market, an international long distance network, an innovative prepaid platform and leading calling card brands. 

The TúYo brand name is a combination of the Spanish words “you” and “me.”  Together the words take on the additional meaning of “yours.” 

“While other companies are just beginning to discover the Hispanic segment, IDT has been committed to providing highly valued products to millions of Latinos in their communities for over a decade,” said Jim Courter, CEO and Vice Chairman of IDT. “TúYo Mobile is one of a series of innovative new products from IDT that will continue to strengthen Hispanics’ link with their family and friends both here and in their home countries, as well as provide assistance with their acculturation into the US.”

IDT currently sells over 350 million long distance calling cards per year in the US through more than 300,000 retail outlets, primarily to the Hispanic community.  IDT distributes a suite of prepaid products including long distance and wireless phone cards through major retailers and convenience stores.  In addition, IDT currently offers mobile service in Russia and the United Kingdom.

“TúYo Mobile represents a revolutionary product built from the ground up to provide Hispanics with better value, including the unique features to enhance your lifestyle, and the great rates that let you stay better connected,” said Rob Schwartz, Executive Vice President of IDT Telecom and President of TúYo Mobile. “TúYo represents our continuing focus on meeting the individual needs of Latinos, which is more important than ever given the mega-carriers broader focus on the general population.”

IDT is working with global industry-leading companies to bring TúYo Mobile to market.  TúYo Mobile will be utilizing a major GSM wireless carrier, offering new handsets directly from Nokia and Motorola, using best-in-class logistics services from Brightpoint, and innovative SIM card solutions from Gemplus.  Hispanic agencies Marca Hispanic and Grupo PyR will be providing marketing and media support for TúYo Mobile. 

TúYo Mobile will initially be available to dealers from Union Telecard Alliance (IDT’s distribution affiliate) and select wireless distributors.  IDT intends to offer TúYo Mobile through retailers in Q4 2005.  Retailers interested in becoming a TúYo Mobile Authorized Dealer can find out more by calling 1-800-726-0041 or visiting tuyo.com.

“TúYo Mobile is about connecting the diverse community of U.S. Latinos by being the most real, culturally in tune brand,” stated Stacy Pagán, TúYo’s Senior Director of Marketing.  “Finally there is an authentic Latino brand born in the U.S. and designed just for our needs and lifestyle.”

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.

IDT CORPORATION CHANGES FROM CASH TO STOCK IN PROPOSED OFFER TO PURCHASE NET2PHONE SHARES WITH VALUE TO REMAIN THE SAME Net2Phone Stockholders Would Receive 0.1283 IDT Shares For Each Net2Phone Share

Newark, N.J., September 6, 2005 – IDT Corporation (NYSE:IDT, IDT.C) announced that it is changing the form of consideration in its proposed offer to purchase  all outstanding shares of common stock of  Net2Phone, Inc. (NASDAQ: NTOP) not owned by IDT or its affiliates from $1.70 in cash to $1.70 in value of IDT’s Class B Common Stock, based on last week’s average closing price for the Class B Common Stock on the New York Stock Exchange of $13.25 per share.  This is equivalent to a ratio of 0.1283 IDT shares for each share of Net2Phone.  Cash will be paid in lieu of fractional shares.

IDT believes that the change should be attractive to investors.  It will allow Net2Phone stockholders to participate in the ownership of a larger and more diversified enterprise and to benefit along with IDT’s existing stockholders from the future performance and prospects of the two companies operating as a single entity. 

IDT currently, directly and indirectly, owns 2,773,798 shares of Net2Phone common stock and 28,896,750 shares of Net2Phone class A common stock representing approximately 41% of Net2Phone’s outstanding equity securities and approximately 57% of the total voting power of Net2Phone’s outstanding equity securities.

IDT anticipates that the offer will be commenced after the Special Committee of the Net2Phone Board of Directors and its advisors have had an opportunity to review and consider the change to the offer.

Other terms and conditions of the offer remain as previously announced.  The offer will be 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 will be 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. As promptly as practicable following the consummation of the offer, 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. The offer also will be subject to other terms and conditions that will be set forth in the tender offer materials to be distributed to Net2Phone stockholders.  Following consummation of the merger, IDT intends to delist Net2Phone’s common stock from quotation on Nasdaq and terminate the registration of Net2Phone’s common stock under the Securities Exchange Act of 1934.

IDT will file a tender offer statement and related documents with the SEC with respect to the offer when it is commenced.  Net2Phone stockholders should read the tender offer statement and the other documentation when they become available because they will contain important information.  Investors can get the tender offer statement and other filed documents without charge from the web site of the SEC at www.sec.gov after these documents are filed.  Investors will also be able 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.

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 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 Files Registration Statement With the Securities and Exchange Commission

Newark, N.J., August 29, 2005– IDT Spectrum, Inc., a subsidiary of IDT Corporation (NYSE: IDT, IDT.C), today announced that it has filed a registration statement on Form S-1 with the Securities and Exchange Commission for a proposed initial public offering of its Class B common stock.  The shares of Class B common will be issued and sold by IDT Spectrum for its own account.  WR Hambrecht + Co., LLC, is acting as the lead manager of the offering.

A registration statement relating to these securities has been filed with the Securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This press release 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.

When available, a preliminary prospectus relating to the proposed offering may be obtained from WR Hambrecht + Co., LLC, 539 Bryant Street, San Francisco, CA 94107.

IDT Spectrum holds licenses for a large and broad collection of commercial fixed wireless spectrum in the United States, both in terms of geographic scope and total bandwidth. IDT Spectrum is developing a fixed wireless network platform that will integrate wireless spectrum with 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. With this integrated platform, IDT Spectrum intends to provide customers with reliable, high-bandwidth connectivity at cost-effective prices.

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.