UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 1999

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the Transition Period from to

Commission File Number: 333-48371

FACILICOM INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)

DELAWARE 52-2065185
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

1401 New York Avenue, NW
9th Floor
Washington, D.C. 20005
(202) 496-1100

(Address and telephone number of principal executive offices)

Indicate by check mark whether registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

YES [X] NO [ ]

As of May 10, 1999, there were 225,741 shares of common stock outstanding, par
value $.01 per share.

FACILICOM INTERNATIONAL, INC.

Form 10-Q

TABLE OF CONTENTS

PART I: FINANCIAL INFORMATION Page

Item 1: Financial Statements (Unaudited)

Condensed Consolidated Balance Sheets as of March 31, 1999 and September 30, 1998........... 3

Condensed Consolidated Statements of Operations and Comprehensive Income for the Three
Months Ended March 31, 1999 and 1998 and the Six Months Ended March 31, 1999 and 1998....... 5

Condensed Consolidated Statements of Cash Flows for the Six Months Ended March 31, 1999
and 1998.................................................................................... 6

Notes to Condensed Consolidated Financial Statements........................................ 8

Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations....... 9

Item 3: Quantitative and Qualitative Disclosures About Market Risk.................................. 16

PART II: OTHER INFORMATION

Item 1: Legal Proceedings........................................................................... 17

Item 2: Changes in Securities and Use of Proceeds................................................... 17

Item 3: Defaults upon Senior Securities............................................................. 17

Item 4: Submissions of Matters to a Vote of Security Holders........................................ 17

Item 5: Other Information........................................................................... 17

Item 6: Exhibits and Reports on Form 8-K............................................................ 17

Signatures........................................................................................... 18

Part I: Financial Information
Item 1: Financial Statements

FACILICOM INTERNATIONAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except per share amounts)
(Unaudited)

March 31, September
1999 30, 1998
--------- ---------

ASSETS
CURRENT ASSETS:
Cash and cash equivalents .................................................... $ 24,517 $ 68,129
Accounts receivable--net of allowance for doubtful accounts of $6,238 at
March 31, 1999 and $4,620 at September 30, 1998 ......................... 76,087 59,915
Marketable securities ($31,612 at March 31, 1999 and $31,394 at September 30,
1998 restricted) ........................................................ 31,612 70,092
Prepaid expenses and other current assets .................................... 6,406 6,060
--------- ---------
Total current assets .................................................... 138,622 204,196
--------- ---------
PROPERTY AND EQUIPMENT:
Transmission and communications equipment .................................... 120,861 97,849
Transmission and communications equipment--leased ............................ 65,814 17,162
Furniture, fixtures and other ................................................ 18,329 11,154
--------- ---------
205,004 126,165
Less accumulated depreciation and amortization ............................... (19,430) (10,417)
--------- ---------
Net property and equipment .............................................. 185,574 115,748
--------- ---------
OTHER ASSETS:
Intangible assets, net of accumulated amortization of $2,385 at March 31, 1999
and $1,673 and September 30, 1998 ....................................... 5,229 5,630
Debt issue costs, net of accumulated amortization of $1,266 at March 31, 1999
and $744 and September 30, 1998 ......................................... 9,174 9,696
Advances to affiliates ....................................................... 549 490
Marketable securities-restricted ............................................. 29,143 43,124
--------- ---------
Total other assets ..................................................... 44,095 58,940
--------- ---------
TOTAL ASSETS ....................................................................... $ 368,291 $ 378,884
========= =========

See notes to condensed consolidated financial statements.

FACILICOM INTERNATIONAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except per share amounts)
(Unaudited)

March 31, September
1999 30, 1998
--------- ---------

LIABILITIES AND CAPITAL ACCOUNTS
CURRENT LIABILITIES:
Accounts payable .......................................................... $ 76,903 $ 63,802
Accounts payable--transmission equipment .................................. 25,172 24,668
Accounts payable--related party ........................................... 603 332
Accrued interest .......................................................... 6,917 7,109
Other current obligations ................................................. 25,026 12,610
Capital lease obligations due within one year ............................. 13,265 3,407
Long-term debt due within one year ........................................ 394 394
--------- ---------
Total current liabilities ............................................ 148,280 112,322
--------- ---------
OTHER LIABILITIES:
Capital lease obligations ................................................. 3,840 4,791
Long-term debt ............................................................ 300,150 300,346
--------- ---------
Total other liabilities .............................................. 303,990 305,137
--------- ---------

COMMITMENTS AND CONTINGENCIES

CAPITAL ACCOUNTS:
Common stock, $.01 par value--300,000 shares authorized; 225,741 issued and
outstanding at March 31, 1999 and September 30, 1998 ................. 2 2
Additional paid-in capital ................................................ 36,534 36,534
Stock-based compensation .................................................. 6,550 6,305
Holding gain on marketable securities ..................................... -- 24
Foreign currency translation adjustments .................................. 737 3,450
Accumulated deficit ....................................................... (127,802) (84,890)
--------- ---------
Total capital accounts ............................................... (83,979) (38,575)
--------- ---------
TOTAL LIABILITIES AND CAPITAL ACCOUNTS .......................................... $ 368,291 $ 378,884
========= =========

See notes to condensed consolidated financial statements.

FACILICOM INTERNATIONAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(in thousands)
(Unaudited)

Three Months Ended Six Months Ended
March 31, March 31,
---------------------- ----------------------
1999 1998 1999 1998
--------- --------- --------- ---------

Revenues .................................... $ 90,292 $ 35,146 $ 173,257 $ 70,954
Cost of revenues ............................ 83,142 33,677 160,810 66,486
--------- --------- --------- ---------
Gross margin ................................ 7,150 1,469 12,447 4,468
--------- --------- --------- ---------
Operating Expenses:
Selling, general and administrative ..... 12,568 6,492 24,719 12,239
Stock-based compensation expense ........ 85 5,514 245 5,514
Related party expense ................... 642 254 1,202 469
Depreciation and amortization ........... 6,140 1,853 10,437 2,854
--------- --------- --------- ---------
Total operating expenses ........... 19,435 14,113 36,603 21,076
--------- --------- --------- ---------
Operating loss .............................. (12,285) (12,644) (24,156) (16,608)
--------- --------- --------- ---------
Other income (expense):
Interest expense-related party .......... -- -- -- (180)
Interest expense ........................ (8,733) (5,894) (16,907) (6,249)
Interest income ......................... 966 2,505 2,762 2,505
Foreign exchange (loss) gain ............ (2,993) 63 (4,381) (394)
--------- --------- --------- ---------
Total other income (expense) ....... (10,760) (3,326) (18,526) (4,318)
--------- --------- --------- ---------
Loss before income taxes .................... (23,045) (15,970) (42,682) (20,926)
Income tax benefit .......................... 1,865 3,619 5,576 3,226
--------- --------- --------- ---------
Net loss .................................... (21,180) (12,351) (37,106) (17,700)
Other comprehensive income:
Foreign currency translation adjustment . (2,735) 159 (2,713) 383
--------- --------- --------- ---------
Total comprehensive loss .................... $ (23,915) $ (12,192) $ (39,819) $ (17,317)
========= ========= ========= =========

See notes to condensed consolidated financial statements.

FACILICOM INTERNATIONAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(Unaudited)

Six Months Ended
March 31,
----------------------
1999 1998
--------- ---------

Cash flows from operating activities:
Net loss .................................................................. $ (37,106) $ (17,700)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization ............................................. 10,437 2,854
Non-cash stock-based compensation ......................................... 245 5,514
Non-cash income tax benefit ............................................... (5,806) (3,226)
Amortization of bond discount ............................................. (1,288) (386)
Changes in operating assets and liabilities:
Accounts receivable ................................................... (16,172) (10,495)
Prepaid expenses and other current assets ............................. (346) (3,348)
Accounts payable and other current liabilities ........................ 25,325 14,169
Accounts payable--related party ....................................... 271 (279)
Advance to affiliate (195) (668)
--------- ---------
Net cash used in operating activities ..................................... (24,635) (13,565)
--------- ---------

Cash flows from investing activities:
Purchase of investments in subsidiaries ................................... -- (588)
Purchase of investments in available-for-sale securities .................. (7,407) (51,617)
Maturities of available-for-sale securities ............................... 13,378 --
Sales of available-for-sale securities .................................... 32,798 --
Purchase of investments in held-to-maturity securities .................... (1,164) (86,549)
Maturities of investments in held-to-maturity securities .................. 16,120 --
Purchases of property and equipment ....................................... (60,528) (14,960)
Other (365) (64)
--------- ---------
Net cash used in investing activities ..................................... (7,168) (153,778)
--------- ---------

Cash flows (used in) provided by financing activities:
Excess capital contributions .............................................. -- 13,750
Proceeds from debt issuance ............................................... -- 300,000
Payment of debt issuance costs ............................................ -- (9,896)
Payments of long-term debt and capital leases ............................. (9,096) (12,487)
--------- ---------
Net cash (used in) provided by financing activities ....................... (9,096) 291,367
--------- ---------

Effect of exchange rate changes on cash ......................................... (2,713) 383
--------- ---------
(Decrease) increase in cash and cash equivalents ................................ (43,612) 124,407
Cash and cash equivalents, beginning of period .................................. 68,129 1,016
--------- ---------
Cash and cash equivalents, end of period ........................................ $ 24,517 $ 125,423
========= =========
Supplemental cash flow information:
Interest paid ............................................................. $ 17,099 $ 998
========= =========

(Footnotes on following page)

See notes to condensed consolidated financial statements.

- --------
NONCASH TRANSACTIONS:
(a) For the six months ended March 31, 1998, the majority owner converted
$6,250 of loans into capital and a $162 receivable was forgiven as part of
the purchase of minority interest which reduced prepaid expenses and other
current assets and increased goodwill.
(b) FCI received property and equipment under capital leases and financing
agreements, which increased property and equipment and long-term
obligations $17,807 and $10,755 in the six months ended March 31, 1999 and
1998, respectively. In addition, for the six months ended March 31, 1999
and 1998, FCI received equipment, which increased property and equipment
and accounts payable transmission equipment by $504 and $26,103,
respectively.
(c) FCI recognized a tax benefit of $5,806 and $3,226 for the six months ended
March 31, 1999 and 1998, respectively. In accordance with the tax sharing
agreement with Armstrong Holdings, Inc. ("AHI") entered into on December
22, 1997, FCI recorded a dividend to AHI for the amount of the benefit to
be realized by AHI.

FACILICOM INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

1. BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements, in the
opinion of management, include all adjustments (consisting only of normal
recurring adjustments) necessary to present fairly the financial information set
forth therein, in accordance with generally accepted accounting principles for
interim financial reporting and Securities and Exchange Commission regulations.
The results of operations for the interim periods presented are not necessarily
indicative of the results to be expected for any future period. Certain
information and footnote disclosures normally contained in financial statements
prepared in accordance with generally accepted accounting principles have been
condensed or omitted. These condensed consolidated financial statements should
be read in conjunction with the consolidated financial statements and notes
thereto contained in FaciliCom International, Inc.'s (the "Company" or "FCI")
Form 10-K for the year ended September 30, 1998.

2. IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS

In June 1997, the Financial Accounting Standards Board (the "FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 130, "Reporting
Comprehensive Income," which establishes standards for reporting and display of
comprehensive income and its components (revenues, expenses, gains and losses)
in a full set of general purpose financial statements and requires an enterprise
to report a total for comprehensive income in condensed financial statements of
interim periods. The Company adopted SFAS No. 130 in fiscal 1999 and has elected
to display the components of comprehensive income within the Condensed
Consolidated Statements of Operations and Comprehensive Loss.

3. LONG-TERM DEBT

In May 1998, the Company entered into a Memorandum of Understanding with Qwest
Communications Corporation ("Qwest"). The agreement provides Qwest with
international direct dial termination service to various destinations and
provides the Company an Indefeasible Right of Use ("IRU") for domestic and
international fiber optic capacity. The IRU is for twenty-five years, for which
the Company has agreed to pay $24 million. Delivery of two of the capacity
segments occurred during the six months ended March 31, 1999. The delivery of
the remaining capacity is expected within the next three months. The Company has
recorded a liability of $17.8 million related to the two capacity segments that
were delivered during the six months ended March 31, 1999.

4. LITIGATION

The Company is involved in various claims and possible actions arising in the
normal course of its business. Although the ultimate outcome of these claims
cannot be ascertained at this time, it is the opinion of the Company's
management, based on its knowledge of the facts and advice of counsel, that the
resolution of such claims and actions will not have a material adverse effect on
the Company's financial position or results of operations.

Item 2: Management's Discussion and Analysis of Financial Condition and Results
of Operations

This document contains various "forward-looking statements," as defined in the
Private Securities Litigation Reform Act of 1995, that are based on management's
beliefs as well as assumptions made by and information currently available to
management. Such statements are subject to various risks and uncertainties which
could cause actual results to vary materially from those contained in such
forward-looking statements. Should one or more of these risks or uncertainties
materialize, or should underlying assumptions prove incorrect, actual results
may vary materially from those anticipated, estimated, expected or projected.
Certain of these risks and uncertainties are described in the Company's
Registration Statement on Form S-4 filed under the Securities Act of 1933, as
amended, and declared effective on June 2, 1998, including the section entitled
"Risk Factors".

Overview

FCI is a rapidly growing multinational carrier focused on providing
international wholesale telecommunications services to other carriers worldwide.
As a facilities-based carrier, the Company seeks primarily to provide service
over its facilities and international transmission capacity owned or leased on a
fixed-cost basis ("on-net"). The Company believes that it is better able to
control the quality and the termination costs of on-net traffic and that
increasing the proportion of on-net traffic significantly improves the Company's
gross margins. For the six months ended March 31, 1999, 42.4% of the Company's
wholesale international traffic was terminated on-net and 57.6% was terminated
by other long distance carriers pursuant to resale and operating agreements
between the Company and such carriers ("off-net"). The Company plans to expand
its facilities to increase the percentage of on-net traffic.

The Company provides its services over a carrier-grade international
network consisting of international gateway switches, transmission capacity
owned or leased on a fixed-cost basis and various multinational termination
agreements and resale arrangements with other long distance providers. FCI began
generating revenues in July 1995 through it's acquisition of FCI-Sweden,
formerly Nordiska Tele8 AB. Since that time the Company has installed or
acquired 16 additional international gateway switches in the United States (New
York, New Jersey, Los Angeles and Miami) and Europe (United Kingdom, The
Netherlands, Germany, Finland, Denmark, France, Norway, Switzerland, Italy,
Austria, Spain and Belgium).

The Company's strategy is to invest in network facilities as it expands its
customer base, allowing it to enhance service quality and increase gross margins
on particular routes. However, this approach also causes the Company's gross
margins to fluctuate with changes in network utilization due to the Company's
fixed-cost investment in its network.

Currently, the Company's revenues are generated through the sale of
international long distance services on a wholesale basis to telecommunications
carriers and through the sale of domestic and international long distance
services on a retail basis in Sweden, Denmark, Norway and Finland. The Company
records revenues from the sale of telecommunications services at the time of
customer usage. The Company earns revenues based on the number of minutes it
bills to and collects from its customers. The Company's agreements with its
wholesale customers are short-term in duration and are subject to significant
traffic variability. The rates charged to customers are subject to change from
time to time, generally requiring seven days' notice to the customer.

The Company believes its services are competitively priced in each country
in which the Company offers its services. Prices for wholesale and retail
telecommunications services in many of the Company's markets have declined in
recent years as a result of deregulation and increased competition. The Company
believes that worldwide deregulation and increased competition are likely to
continue to reduce the Company's wholesale and retail revenues per billed minute
of use. The Company believes, however, that any decrease in wholesale and retail
revenues per minute will be at least partially offset by an increase in billed
minutes by the Company's wholesale and retail customers, and by a decreased cost
per billed minute.

The Company has made since its inception, and expects to continue to make,
investments to expand its network. Increased capital expenditures in the future
can be expected to affect the Company's operating results due to increased
depreciation charges and interest expense in connection with borrowings to fund
such expenditures.

Results of Operations

The following table sets forth, for the periods indicated, certain
unaudited financial data and related percentage of revenues (in thousands):

Three Months Ended March 31, Six Months Ended March 31,
-------------------------------------------- --------------------------------------------
1999 1998 1999 1998
--------------------- --------------------- --------------------- ---------------------
$ % $ % $ % $ %
---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------

Revenues ......................... $ 90,292 100.0% $ 35,146 100.0% $ 173,257 100.0% $ 70,954 100.0%
Cost of revenues ................. 83,142 92.1 33,677 95.8 160,810 92.8 66,486 93.7
---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------
Gross margin ..................... 7,150 7.9 1,469 4.2 12,447 7.2 4,468 6.3
---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------
Operating Expenses:
Selling, general and
administrative (including
related party) ............ 13,210 14.6 6,746 19.2 25,921 15.0 12,708 17.9
Stock-based compensation
expense ................... 85 0.1 5,514 15.7 245 0.1 5,514 7.8
Depreciation and amortization 6,140 6.8 1,853 5.3 10,437 6.0 2,854 4.0
---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------
Total operating expenses 19,435 21.5 14,113 40.2 36,603 21.1 21,076 29.7
---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------
Operating loss ................... (12,285) (13.6) (12,644) (36.0) (24,156) (13.9) (16,608) (23.4)
---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------
Other income (expense):
Interest expense (including
related party) ............ (8,733) (9.7) (5,894) (16.7) (16,907) (9.8) (6,429) (9.0)
Interest income .............. 966 1.1 2,505 7.1 2,762 1.6 2,505 3.5
Foreign exchange (loss) gain . (2,993) (3.3) 63 0.2 (4,381) (2.5) (394) (0.6)
---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------
Total other income
(expense) .......... (10,760) (11.9) (3,326) (9.4) (18,526) (10.7) (4,318) (6.1)
---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------
Loss before income taxes ......... (23,045) (25.5) (15,970) (45.4) (42,682) (24.6) (20,926) (29.5)
Income tax benefit ............... 1,865 2.0 3,619 10.3 5,576 3.2 3,226 4.6
---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------
Net loss ......................... $ (21,180) (23.5)% $ (12,351) (35.1)% $ (37,106) (21.4)% $ (17,700) (24.9)%
========== ========== ========== ========== ========== ========== ========== =========

For the Three Months Ended March 31, 1999 as Compared to the Three Months Ended
March 31, 1998

Revenues increased by $55.1 million to $90.3 million for the three months
ended March 31, 1999, from $35.1 million for the three months ended March 31,
1998. The growth in revenues resulted primarily from an increase in billed
customer minutes of use resulting from an increase in wholesale customers in the
U.S. and Europe and an increase in retail customers in Sweden, Denmark, Norway
and Finland, as well as usage increases from existing wholesale customers.
Offsetting the growth in revenues during this period was a decrease in the price
per billed minute to $0.191 for the three months ended March 31, 1999, from
$0.217 for the three months ended March 31, 1998, as a result of increased
on-net traffic and competition. For the three months ended March 31, 1999, U.S.
revenues totaled $39.9 million or 44.2% of the Company's consolidated revenues
and European revenues totaled $50.4 million, or 55.8% of consolidated revenues.
Billed minutes of use increased by 312.1 million, to 474.0 million minutes of
use for the three months ended March 31, 1999, from 161.9 million minutes of use
for the three months ended March 31, 1998.

Wholesale customers increased by 83 or 85.6%, to 180 wholesale customers at
March 31, 1999 from 97 wholesale customers at March 31, 1998. As of March 31,
1999 there were approximately 49,000 retail customers in Sweden, Denmark,
Finland and Norway.

Cost of revenues increased by $49.5 million to $83.1 million for the three
months ended March 31, 1999, from $33.7 million for the three months ended March
31, 1998. As a percentage of revenues, cost of revenues decreased to 92.1% for
the three months ended March 31, 1999, from 95.8% for the three months ended
March 31, 1998, primarily as a result of increased minutes of use on the
Company's network, improved efficiencies of network fiber facilities due to
higher traffic volumes and reductions in rates charged by the Company's carrier
suppliers. Cost of revenues as a percentage of revenues is expected to decrease
as a result of improved efficiencies of network fiber facilities due to higher
traffic volumes as well as from an anticipated increase in the percentage of
on-net traffic.

Gross margin increased by $5.7 million to $7.2 million for the three months
ended March 31, 1999, from $1.5 million for the three months ended March 31,
1998. As a percentage of revenues, gross margin increased to 7.9% for the three
months ended March 31, 1999, from 4.2% for the three months ended March 31,
1998.

Selling, general and administrative expenses increased by $1.0 million to
$13.3 million for the three months ended March 31, 1999, from $12.3 million for
the three months ended March 31, 1998, primarily as a result of the Company's
increased sales, an increase in customer service, billing, collections and
accounting staff required to support revenues growth. As a percentage of
revenues, selling, general and administrative expenses decreased to 14.7% for
the three months ended March 31, 1999, from 34.9% for the three months ended
March 31, 1998. Bad debt expense was $1.6 million, or 1.7% of revenues for the
three months ended March 31, 1999 compared with $568,000, or 1.6% of revenues
for the three months ended March 31, 1998. Although selling, general and
administrative expenses are expected to increase on an absolute basis in order
to support expansion of the Company's operations, the Company expects that
selling, general and administrative expenses as a percentage of revenues will
continue to decrease over time.

Depreciation and amortization increased by $4.3 million to $6.1 million for
the three months ended March 31, 1999, from $1.9 million for the three months
ended March 31, 1998, primarily due to increased capital expenditures incurred
in connection with the deployment and expansion of the Company's network.

Interest expense increased by $2.8 million to $8.7 million for the three
months ended March 31, 1999, from $5.9 million for the three months ended March
31, 1998, primarily due to interest obligations on the Company's Senior Notes in
the aggregate principal amount of $300 million, which were issued on January 28,
1998.

Interest income decreased by $1.5 million to $966,000 for the three months
ended March 31, 1999, from $2.5 million for the three months ended March 31,
1998 and related principally to interest on proceeds from the Senior Notes
offering, which were invested in marketable securities.

Foreign exchange (loss) gain decreased by $3.1 million to ($3.0) million
for the three months ended March 31, 1999, from $63,000 for the three months
ended March 31, 1998.

Income tax benefit of $1.9 million and $3.6 million was recorded for the
three months ended March 31, 1999 and 1998, respectively, related principally to
the estimated tax benefits of $1.9 million and $4.0 million, respectively,
utilized by Armstrong Holdings, Inc. ("AHI"). The Company had a tax charge of
$393,000 for the three months ended March 31, 1998, resulting from a change in
the Company's tax status as a result of the reorganization.

For the Six Months Ended March 31, 1999 as Compared to the Six Months Ended
March 31, 1998

Revenues increased by $102.3 million to $173.3 million for the six months
ended March 31, 1999, from $71.0 million for the six months ended March 31,
1998. The growth in revenues resulted primarily from an increase in billed
customer minutes of use resulting from an increase in wholesale customers in the
U.S. and Europe and an increase in retail customers in Sweden, Denmark, Norway
and Finland, as well as usage increases from existing wholesale customers.
Offsetting the growth in revenues during this period was a decrease in the price
per billed minute to $0.201 for the six months ended March 31, 1999, from $0.243
for the six months ended March 31, 1998, as a result of increased on-net traffic
and competition. For the six months ended March 31, 1999, U.S. revenues totaled
$75.9 million or 43.8% of the Company's consolidated revenues and European
revenues totaled $97.3 million, or 56.2% of consolidated revenues. Billed
minutes of use increased by 567.7 million, to 860.3 million minutes of use for
the six months ended March 31, 1999, from 292.6 million minutes of use for the
six months ended March 31, 1998.

Cost of revenues increased by $94.3 million to $160.8 million for the six
months ended March 31, 1999, from $66.5 million for the six months ended March
31, 1998. As a percentage of revenues, cost of revenues decreased to

92.8% for the six months ended March 31, 1999, from 93.7% for the six months
ended March 31, 1998, primarily as a result of increased minutes of use on the
Company network, improved efficiencies of network fiber facilities due to higher
traffic volumes and reductions in rates charged by the Company's carrier
suppliers. Cost of revenues as a percentage of revenues is expected to decrease
as a result of improved efficiencies of network fiber facilities due to higher
traffic volumes as well as from an anticipated increase in the percentage of
on-net traffic.

Gross margin increased by $8.0 million to $12.4 million for the six months
ended March 31, 1999, from $4.5 million for the six months ended March 31, 1998.
As a percentage of revenues, gross margin increased to 7.2% for the six months
ended March 31, 1999, from 6.3% for the six months ended March 31, 1998.

Selling, general and administrative expenses increased by $7.9 million to
$26.2 million for the six months ended March 31, 1999, from $18.2 million for
the six months ended March 31, 1998, primarily as a result of the Company's
increased sales, an increase in customer service, billing, collections and
accounting staff required to support revenues growth. As a percentage of
revenues, selling, general and administrative expenses decreased to 15.1% for
the six months ended March 31, 1999, from 25.7% for the six months ended March
31, 1998. Bad debt expense was $2.8 million, or 1.6% of revenues for the six
months ended March 31, 1999 compared with $828,000, or 1.2% of revenues for the
six months ended March 31, 1998. Although selling, general and administrative
expenses are expected to increase on an absolute basis in order to support
expansion of the Company's operations, the Company expects that selling, general
and administrative expenses as a percentage of revenues will continue to
decrease over time.

Depreciation and amortization increased by $7.6 million to $10.4 million
for the six months ended March 31, 1999, from $2.9 million for the six months
ended March 31, 1998, primarily due to increased capital expenditures incurred
in connection with the deployment and expansion of the Company's network.

Interest expense increased by $10.5 million to $16.9 million for the six
months ended March 31, 1999, from $6.4 million for the six months ended March
31, 1998, primarily due to interest obligations on the Company's 10-1/2% Senior
Notes due 2008 ("Senior Notes") in the aggregate principal amount of $300
million, which were issued on January 28, 1998.

Interest income increased by $257,000 to $2.8 million for the six months
ended March 31, 1999, from $2.5 million for the six months ended March 31, 1998
and related principally to interest on proceeds from the Senior Notes offering,
which were invested in marketable securities.

Foreign exchange loss increased by $4.0 million to $4.4 million for the six
months ended March 31, 1999, from $394,000 for the six months ended March 31,
1998.

Income tax benefit of $5.6 million and $3.2 million was recorded for the
six months ended March 31, 1999 and 1998, respectively, related principally to
the estimated tax benefits of $5.8 million utilized by AHI. For the three months
ended March 31, 1999, the benefit was partially offset by approximately $230,000
for a tax charge in Finland. The Company had a tax charge of $393,000 for the
six months ended March 31, 1998, resulting from a change in the Company's tax
status as a result of the reorganization.

Liquidity and Capital Resources

The Company has incurred significant operating losses and negative cash
flows as a result of the development and operation of its network, including the
acquisition and maintenance of switches and undersea fiber optic capacity. The
Company has financed its growth primarily through equity, a credit facility
provided by Armstrong International Telecommunications, Inc. ("AIT"), credit
facilities with two equipment vendors, capital lease financing and the proceeds
from the $300 million offering of Senior Notes.

Net cash provided by (used in) operating activities was ($24.6) million for
the six months ended March 31, 1999 due principally to a net loss of $37.1
million offset in part by depreciation and amortization expense of $10.4
million.

Net cash provided by (used in) investing activities was ($7.2) million for
the six months ended March 31, 1999. Net cash used in investing activities in
this period resulted from an increase in capital expenditures to expand the
Company's network offset in part by the sale of marketable securities.

Net cash provided by (used in) financing activities was ($9.1) million for
the six months ended March 31, 1999. Net cash used in financing activities for
the six months ended March 31, 1999 resulted from payments on existing long-term
debt and capital leases.

Non-cash financing activities for the six months ended March 31, 1999
resulted from the financing of undersea fiber circuits provided by Qwest
Communications Corporation ("Qwest").

The Company's business strategy contemplates aggregate capital expenditures
of approximately $100 million during fiscal year 1999. Such capital expenditures
are expected to be used primarily for international gateway switches, points of
presence ("PoPs"), transmission equipment, undersea and international fiber
circuits (including Indefeasible Right of Use ("IRUs") and Minimum Assignable
Ownership Units ("MAOUs")) for new and existing routes and other support
systems. In May 1998, the Company entered into a Memorandum of Understanding
with Qwest. The agreement provides Qwest with international direct dial
termination service to various destinations and provides the Company an IRU for
domestic and international fiber optic capacity. The IRU is for twenty-five
years, for which the Company has agreed to pay $24 million within three years of
delivery of the fiber optic capacity. Delivery of two of the capacity segments
occurred during the six months ended March 31, 1999. The delivery of the
remaining fiber optic capacity is expected within the next three months.

In addition, the Company has entered into an agreement that provides the
Company with an IRU for international fiber optic capacity for the Pacific Rim.
Delivery of the capacity under the agreement is expected prior to November 1999.
The IRU is for 15 years, for which the Company has agreed to pay $20.0 million
through September 30, 2002, of which $2.5 million has already been paid as a
deposit and an additional $2.5 million is expected to be paid within the next
nine months. The Company has also agreed to acquire additional capacity in
Europe for approximately $4.8 million. Deliveries and payment for the fiber
capacity under these agreements are expected by September 30, 1999.

The Company continuously reviews opportunities to further its business
strategy through strategic alliances with, investments in, or acquisitions of
companies that are complementary to the Company's operations. The Company may
finance such alliances, investments or acquisitions with cash flow from
operations or through additional bank debt, vendor financing or one or more
public offerings or private placements of securities.

The Company believes that the net proceeds from the offering of the Senior
Notes, vendor or bank financing and cash from operations will provide the
Company with sufficient capital to fund planned capital expenditures and
anticipated losses and to make interest payments on the Senior Notes for at
least the next twelve months. There can be no assurance, however, that the
Company will achieve or, if achieved, will sustain profitability or positive
cash flow from operating activities in the future.

In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities," which establishes accounting and reporting
standards for derivative instruments and for hedging activities. It requires
that an entity recognize all derivatives as either assets or liabilities in the
statement of financial position and measuring those instruments at fair value,
with the potential effect on operations dependent upon certain conditions being
met. The statement is effective for all fiscal quarters of fiscal years
beginning after June 15, 1999. The Company has yet to determine any impact the
implementation of the standard will have on the Company's financial position or
results of operations.

Impact of the Year 2000 Issue

The Year 2000 issue is the result of computer programs having been written
using two digits rather than four to define the applicable year, resulting in
date-sensitive software having the potential, among other things, to recognize a
date using "00" as the year 1900 rather than the year 2000. This could result in
a system failure or miscalculations causing disruptions of operations,
including, among other things, a temporary inability to process transactions,
send invoices, or engage in similar normal business activities, which could have
material adverse operational and

financial consequences. Currently, the Company believes that a disruption in the
operation of its networks, billing system and financial and accounting systems
and/or an inability to access interconnections with other telecommunications
carriers, are the major risks associated with the inability of systems and
software to process Year 2000 data correctly. If the systems of other companies
on whose services the Company depends, including AHI, or with whom the Company's
systems interface are not Year 2000 compliant, there could be a material adverse
effect on the Company's business, financial position and results of operations.

State of Readiness

FCI, in conjunction with AHI, formed a task team in February 1998. The task
team's program comprises three phases: (i) assessment of Year 2000 compliance of
FCI's equipment, software and systems, (ii) a detailed inventory of these items
and (iii) building and implementing a workplan and contingency plan, which
includes assessing the cost in dollars and the necessary manpower, upgrading or
replacing the item, and scheduling the date of compliance. The Company has
completed the first two phases and expects the majority of phase three to be
completed by June 30, 1999 with remaining items completed by September 30, 1999.
Included in the task team's assessment is a review of the Year 2000 compliance
efforts of FCI's key suppliers. Below is a more detailed breakdown of our
efforts to date.

Internal Issues

Network elements--The Company's main concern is the switching equipment and
peripherals, and other vendor components that are time and date sensitive. The
Company is upgrading all of its networks with the compliant software and expects
to have this completed by the end of June 1999, except for one switch in
Finland, for which the vendor is currently producing a Year 2000 compliance
plan. In addition, the Company expects to complete the software upgrade for its
Passport equipment, which will make the equipment Year 2000 compliant, by the
end of June 1999. Passport equipment allows the Company to compress its traffic,
which allows more traffic to be carried over a single fiber optic cable. The
Company's transmission equipment is currently Year 2000 "Friendly", which means
the manufacturer has represented that the software releases will not experience
any service-affecting issues upon rollover into the new millennium. Although the
Company expects that it will be able to resolve Year 2000 problems with
workarounds, there can be no assurance that such workarounds will be successful.
The Company expects Year 2000 compliant software releases to be released and
installed by the end of September 1999; however, the development and release of
such software is not within the control of the Company.

Billing System and Accounting System--The Company's billing system was
developed by AHI's programmers and operates on the IBM AS400. The Company
believes that the billing system and the IBM AS400 are Year 2000 compliant.
However, the production of accurate and timely customer invoices depends upon
the generation of accurate and timely underlying data by the Company's switches.
Though the switch manufacturer has represented that the Company's switches are
Year 2000 compliant, there can be no assurance that such billing problems will
not occur. The Company is in the process of converting its accounting system.
The manufacturer has represented that this system is Year 2000 compliant and its
implementation is expected to be completed by June 30, 1999.

Information Systems--The Company's upgrade of its information systems is in
progress. The Company believes that all of the Company's hardware equipment,
including the equipment it relies upon at AHI, is Year 2000 compliant. Three
main software products used by the Company are not Year 2000 compliant. Two of
the software products have free patches that can be downloaded from the
developer's website through the Internet and the third product can be upgraded
to the latest version; the Company intends to take these steps. The Company has
approximately 150 workstations and laptops that will need these software
upgrades. Each upgrade is expected to take approximately 20 to 30 minutes and
will be performed by the Company's MIS team.

Third Party Issues

Vendor Issues--In general, FCI's product vendors have made available either
Year 2000 compliant versions of their products or new compliant products as
replacements for discontinued offerings. In most cases, statements made by the
Company herein as to the degree of compliance of the products in question are
based on vendor-provided information, which remains subject to FCI's testing and
verification activities. Testing and verification is

expected to be completed by September 30, 1999. The Company is in the process of
requesting information from utilities and similar service providers.

Customer Issues--FCI's customers are interested in the progress of FCI's
Year 2000 efforts, and FCI anticipates increased demand for information,
including detailed testing data and company-specific responses. When requested
by customers, the Company provides Year 2000 compliance information. At this
time, the Company has not performed an analysis of its potential liability to
customers in the event of Year 2000 related problems.

Interconnecting Carriers--FCI's network operations interconnect with
domestic and international networks of other carriers. If one of these
interconnecting carriers should fail or suffer adverse consequences due to a
Year 2000 problem, the Company's customers could experience impairment of
services. In addition, since many of these interconnecting carriers are also the
Company's customers, a Year 2000 problem by one of these customers could result
in a loss of revenues due to its inability to send traffic to the Company's
network. The Company is in the process of sending correspondence to its major
interconnecting carriers to determine the status of their Year 2000 compliance
review.

Costs

Although total costs to implement the plan cannot be precisely estimated,
the Company has not incurred costs to date in excess of those normally
associated with business planning and implementation. The Company anticipates
that future costs will not be material, in as much as the Company began to
acquire products after the Year 2000 issue was identified and manufacturers had
begun to remediate the problem. However, there can be no assurance that material
costs will not be incurred. The Company cannot estimate the future cost related
to the interoperability of third party products. These costs will be expensed as
incurred, unless new systems are purchased that should be capitalized in
accordance with generally accepted accounting principles.

Risks

The failure to correct a material Year 2000 problem could cause an
interruption or failure of certain of the Company's normal business functions or
operations, which could have a material adverse effect on the Company's
business, financial position and results of operations. Due to the uncertainty
inherent in other Year 2000 issues that are ultimately beyond the Company's
control, including, for example, the Year 2000 readiness of the Company's
suppliers, customers and interconnecting carriers, the Company is unable to
determine at this time the likelihood of a material impact on the Company's
business, financial position and results of operation, due to such Year 2000
issues. However, based upon risk assessment work conducted thus far, the Company
believes that the most reasonably likely worst case scenario of the failure by
the Company, its suppliers or other telecommunications carriers with which the
Company interconnects to resolve Year 2000 issues would be an inability by the
Company (i) to provide telecommunications services to the Company's customers,
(ii) to route and deliver telephone calls originating from or terminating with
other telecommunications carriers, and (iii) to timely and accurately bill its
customers. In addition to lost earnings, these failures could also result in
loss of customers due to service interruptions and billing errors, substantial
claims by customers and increased expenses associated with Year 2000 litigation,
stabilization of operations and executing mitigation and contingency plans.
While the Company believes that it is taking appropriate measures to mitigate
these risks, there can be no assurance that such measures will be successful.

Contingency Plan

At this time, the Company does not have a contingency plan, but is in the
process of developing a plan. This plan is expected to be completed by June 30,
1999.

Item 3: Quantitative and Qualitative Disclosures about Market Risk

Although the Company's reporting currency is the U.S. dollar, the Company
expects to derive an increasing percentage of its revenues from international
operations. Accordingly, changes in currency exchange rates may have a
significant effect on the Company's results of operations. For example, the
accounting rate under operating

agreements is often defined in monetary units other than U.S. dollars, such as
"special drawing rights" or "SDRs." To the extent that the U.S. dollar declines
relative to units such as SDRs, the dollar equivalent accounting rate would
increase. In addition, as the Company expands into foreign markets, its exposure
to foreign currency rate fluctuations is expected to increase. Although the
Company does not currently engage in exchange rate hedging strategies, it may
choose to limit such exposure by purchasing forward foreign exchange contracts
or other similar hedging strategies. The Company's board of directors (the
"Board of Directors") periodically reviews and approves the overall interest
rate and foreign exchange risk management policy and transaction authority
limits. Specific hedging contracts, if any, will be subject to approval by
certain specified officers of FCI acting within the Board of Directors' overall
policies and limits. The Company intends to limit its hedging activities to the
extent of its foreign currency exposure. There can be no assurance that any
currency hedging strategy would be successful in avoiding currency
exchange-related losses.

Part II: Other Information

Item 1: Legal Proceedings:

The Company makes routine filings and is a party to customary
regulatory proceedings with the FCC relating to its operations. The
Company is not a party to any lawsuit or proceeding which, in the
opinion of management, is likely to have a material adverse effect on
the Company's business, financial position and results of operations.

Item 2: Changes in Securities and Use of Proceeds:

Not applicable.

Item 3: Defaults upon Senior Securities:

Not applicable.

Item 4: Submissions of Matters to a Vote of Security Holders:

Not applicable.

Item 5: Other Information:

Not applicable.

Item 6: Exhibits and Reports on Form 8-K:

A. Exhibits

Exhibit No. Exhibits

27 Financial Data Schedule

B. Reports on Form 8-K

There were no reports on Form 8-K filed during the period.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

FaciliCom International, Inc.

Dated: May 17, 1999 By: /s/
-------------------------------
Christopher S. King
Vice President--Finance and
Administration, Chief Financial
Officer (Authorized Officer, Principal
Financial Officer and Principal
Accounting Officer)