Good point - NTOP Cash position should be approaching 500 million -assuming cash for newly issued shares to ATT had not been paid as of 4-30-00 (no reason it should)
From 4-30-00 10Q....
In the nine months ended April 30, 2000, the Company has invested over $20,000,000 in six companies, primarily to enhance strategic relationships and to provide access to emerging technologies in order to strengthen the Company's products and services. As of April 30, 2000, the Company had cash, cash equivalents and marketable securities of approximately $177.3 million and working capital of approximately $251 million. The Company generated negative cash flow from operating activities of approximately $50.8 million during the nine months ended April 30, 2000, compared with negative cash flow from operating activities of $4.0 million during the nine months ended April 30, 1999. The decrease in cash flow from operating activities was primarily caused by an increase in the net loss before depreciation and amortization and non-cash compensation expense and an increase in prepaid and other assets.
The Company's capital expenditures increased from approximately $4.0 million in the nine months ended April 30, 1999 to approximately $28.6 million in the nine months ended April 30, 2000, as the Company expanded its domestic and international network infrastucture.
The Company believes that, based upon its present business plan, the Company's existing cash resources will be sufficient to meet its currently anticipated working capital and capital expenditure requirements for at least twelve months.
On March 31, 2000, we entered into an agreement with AT&T Corp. and IDT Corporation. Pursuant to the terms of the agreement, we agreed, subject to stockholder approval and the satisfaction of other conditions, to issue to Newco, a newly formed corporation controlled by AT&T, 4,000,000 newly-authorized shares of our Class A Common Stock for an aggregate purchase price of $300,000,000. In addition, the agreement between AT&T and IDT provides that Newco, upon our stockholders' approval and satisfaction of the other conditions in the agreement, purchase from IDT 14.9 million of the approximately 24.9 million shares of our Class A Common Stock it owns for an aggregate purchase price of approximately $1.1 billion. Upon consummation of these transactions:
. Newco will own approximately 32% of our outstanding capital stock, but it will control 39% of the aggregate voting power of our capital stock because it will hold Class A Common Stock with two votes per share. Newco also has a right of first refusal to purchase IDT's remaining shares of our Class A Common Stock. If IDT sells all its remaining shares and Newco exercises its right to purchase such shares, Newco will have approximately a 49% economic interest and approximately a 59% voting interest in Net2Phone. This right of first refusal expires on August 1, 2003.
. IDT's ownership of our outstanding capital stock will be reduced from approximately 45% to 17%, and its voting power will be reduced from approximately 56% to 21%. IDT's voting power can be further reduced by the conversion of its remaining shares of our Class A Common Stock (2 votes per share) to our common stock (1 vote per share) upon Newco's cash payment to IDT of an amount equal to 10% of the average daily closing price per share of our common stock for the 20-day trading period ending on the day prior to the date Newco notifies IDT that it wishes to exercise its right of conversion. This right of conversion expires on August 1, 2003.
. Newco and IDT will enter into a voting agreement with respect to the election of mutually acceptable nominees to the Board. So long as they agree on nominees, Newco and IDT will collectively control approximately 60% of our voting power and will therefore likely control the election of all our directors; however, if they are unable to agree on acceptable nominees, the votes of our other stockholders will determine the election of our directors. This agreement terminates by its terms no later than August 1, 2003. |
