UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 1997.
OR
[_] 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 000-23387
TELIGENT, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 54-1866562
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER IDENTIFICATION NO.)
OF INCORPORATION OR ORGANIZATION)
8065 LEESBURG PIKE
VIENNA, VIRGINIA 22182
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (703) 762-5100
Securities registered pursuant to Section 12(b) of the Act:
11 1/2% Senior Notes due 2007
Securities registered pursuant to Section 12 (g) of the Act:
Common Stock, Class A, par value $.01 per share
Indicate by check mark whether the 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 [_].
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of the registrant's knowledge, in the definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K [X].
The aggregate market value of the registrant's voting stock held by non-
affiliates of the registrant was approximately $201 million on March 20,
1998, based on the closing sales price of the registrant's Class A Common
Stock as reported on The Nasdaq Stock Market as of such date.
The number of shares outstanding of each of the registrant's classes of
common stock as of March 20, 1998 was as follows:
Common Stock, Class A 8,163,270
Common Stock, Class B 44,426,299
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's definitive proxy statement to be filed
with the Securities and Exchange Commission ("SEC") in connection
with the Registrant's 1998 Annual Meeting of Stockholders, are
incorporated by reference into Part III. If the registrant does not
file a definitive proxy statement with the SEC on or before April 30,
1998, the registrant will, on or before April 30, 1998, file an
amendment to this Form 10-K containing the Part III information.
TABLE OF CONTENTS
PART I
Item 1. Business
Item 2. Properties
Item 3. Legal Proceedings
Item 4. Submission of Matters to a Vote of Security Holders
PART II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters
Item 6. Selected Financial Data
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Item 8. Financial Statements and Supplementary Data
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
PART III
Item 10. Directors and Executive Officers of the Registrant
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners and
Management
Item 13. Certain Relationships and Related Transactions
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on
Form 8-K
Signatures
Index to Financial Statements
Except for any historical information contained herein, the
matters discussed in this Annual Report on Form 10-K contain certain
"forward-looking statements" within the meaning of Section 21E of the
Securities Exchange Act of 1934, as amended. Such forward-looking
statements involve known and unknown risks, uncertainties and other
factors including, but not limited to, economic, key employee,
competitive, governmental and technological factors affecting the
Company's growth, operations, markets, products, services, licenses and
other factors discussed in the Company's other filings with the
Securities and Exchange Commission. These factors may cause the actual
results, performance or achievements of the Company, or industry
results, to be materially different from any future results, performance
or achievements expressed or implied by such forward-looking statements.
Given these uncertainties, prospective investors are cautioned not to
place undue reliance on such forward-looking statements.
PART I
ITEM 1. BUSINESS
THE COMPANY
Teligent, Inc. ("Teligent" or the "Company") intends to be a
premier provider of high quality, low cost voice, data, Internet and
video telecommunications services primarily to small and medium-sized
businesses through its own fixed local wireless point-to-multipoint
broadband networks and leased long distance facilities. Teligent
anticipates offering an integrated package of services including local
and long distance telephone services, high speed data connectivity,
Internet access and videoconferencing. Teligent holds 24 GHz fixed
wireless licenses in 74 of the most populous U.S. metropolitan market
areas, covering over 50% of the nation's business telephone lines and
a population of approximately 130 million. The Company intends to
offer its integrated package of services in at least 10 market areas
by the end of 1998 and 30 by the end of 1999, and subsequently in all
of its 74 currently licensed market areas. The Company currently
provides commercial Internet access through fixed wireless point-to-
point broadband systems.
The predecessor to the Company, Associated Communications, L.L.C.,
was founded in 1996 as a limited liability company joint venture between
a subsidiary of The Associated Group, Inc. ("Associated") and an affiliate
of Telcom Ventures, L.L.C. ("Telcom Ventures"), both of which have
extensive experience in pioneering wireless telecommunications
businesses. Associated Communications, L.L.C. was subsequently renamed
Teligent, L.L.C. In September 1996, Alex J. Mandl, formerly President
and Chief Operating Officer of AT&T, joined Associated Communications,
L.L.C. as Chairman of the Board and Chief Executive Officer. On
November 26, 1997, the Company issued 6,325,000 shares of Class A
Common Stock at $21.50 per share in its initial public offering (the
"Equity Offering") and $300 million aggregate principal amount of
11 1/2% Senior Notes due 2007 (the "Senior Notes Offering"). Prior to
and as a condition to the Senior Notes Offering and the Equity Offering
(together with the Senior Notes Offering, the "Offerings"), Teligent,
L.L.C. merged with and into the Company (the "Merger") with the Company
surviving the Merger. See "Business - Certain Transactions - The
Reorganization."
The Company obtained the majority of its 24 GHz fixed wireless
licenses in November 1997 through the contribution to Teligent, L.L.C.
of the licenses by Teligent, L.L.C.'s founding members, Microwave
Services, Inc. ("MSI"), a subsidiary of Associated, and Digital
Services Corporation ("DSC"), an affiliate of Telcom Ventures. MSI
and DSC began the process of applying for fixed wireless licenses in
1993 prior to the Federal Communication Commission's ("FCC")
implementation of spectrum auctions. These licenses have been granted
by the FCC and such grants are no longer subject to any petitions,
challenges or administrative or judicial review. The Company's
licenses are the subject of other proceedings pending before the FCC.
See "Business - Government Regulation - Federal Regulation- FCC
Licensing." In addition, the Company obtained FCC licenses in
three standard metropolitan statistical areas ("SMSAs") in connection
with its acquisition of FirstMark Communications, Inc. ("FirstMark")
in October 1997 and from Teligent, L.L.C., which had acquired licenses
directly from the FCC, in November 1997. See "Business - Government
Regulation - Federal Regulation -Transfer of Control of Wireless Licenses."
In November 1997, Nippon Telegraph and Telephone Corporation
("NTT"), the world's largest telecommunications carrier, through its
indirect wholly owned subsidiary NTTA&T Investment, Inc. ("NTTA&T")
made a strategic equity investment totaling $100 million in the Company.
In connection with NTT's equity investment, the original members of
Teligent, L.L.C. made additional cash contributions to Teligent, L.L.C.
in the aggregate amount of $60.0 million. See "Business - Certain
Transactions."
Associated is a publicly traded company (Nasdaq: AGRPA and
AGRPB) principally engaged in the ownership and operation of a variety
of wireless communications assets and businesses. Telcom Ventures is
a privately held company owned by the family of Dr. Rajendra Singh, an
investor in wireless technologies and network design, and investment
partnerships formed by The Carlyle Group, a Washington, DC private
investment firm. Telcom Ventures is engaged in investing in
international wireless opportunities and developing, building and
deploying emerging wireless technologies.
Teligent believes that it is well positioned to capture revenues
in the estimated $110 billion business telecommunications market. The
Company intends to focus particularly on the estimated $47 billion
business local exchange market. Local exchange services have
historically been provided by regional monopolies known as incumbent
local exchange carriers ("ILECs") that have typically utilized
copper wire-based "legacy" networks. The ILECs' legacy networks,
faced with increasing demand from businesses for cost-effective
capacity to support bandwidth-intensive applications such as Internet
access, have created a "last mile bottleneck" in the local loop
between the customer premise and the ILEC network switch. In addition,
Teligent's market research indicates that the ILECs have been unable
to satisfy customer demands for cost-effective, flexible and
responsive service and that a significant portion of Teligent's target
customer base is currently dissatisfied with its ILEC service. The
potential revenue opportunity in this market, coupled with changes in
the regulatory environment designed to enable facilities-based
competition, have created opportunities for competitive local exchange
carriers ("CLECs"). The Company intends to alleviate this last mile
local bottleneck and gain market share by deploying technologically
advanced, high bandwidth digital wireless technology complemented by
superior customer service and competitive pricing.
Teligent expects to provide local coverage throughout its market
areas with lower capital requirements than either fiber-based or
point-to-point wireless CLECs, enabling it to offer its services to a
broader customer base more quickly and at a lower cost. Wireless
point-to-multipoint broadband networks allow transmissions between
multiple customer antennas and a single base station antenna, thereby
allowing Teligent to share the same spectrum among its customers and
reducing its capital expenditures. The Company believes that a
significant portion of small and medium-sized businesses is located in
buildings that are not economically attractive to fiber-based
providers. Teligent's capital expenditures will be largely
incremental or success-based, thereby minimizing the risk of deploying
network equipment not associated with revenues.
BUSINESS STRATEGY
Teligent's goal is to be a premier facilities-based provider of
voice, data, Internet and video telecommunication services to small
and medium-sized businesses. The Company intends to leverage its
ability to provide cost-effective, high bandwidth connectivity in
order to offer an integrated package of local and long distance
telephone service, high-speed data connectivity, Internet access and
video-conferencing. The Company is implementing the following
initiatives to achieve this objective:
Target Small and Medium-Sized Businesses. Teligent plans to
focus its primary marketing efforts on small and medium-sized
businesses with 5 to 350 telephone lines. The Company expects to
attract these customers through both a direct sales effort and
indirect sales channels by offering (i) an integrated package of
telecommunications services, (ii) competitive pricing, (iii) high
quality and responsive customer service and (iv) high bandwidth
services which may be difficult to obtain from other
telecommunications providers. Teligent also intends to selectively
pursue sales opportunities with larger businesses when its value
proposition and its service offerings are competitively advantaged.
End User Focus. Teligent intends to approach its target market
primarily by offering services directly to end users, as opposed to
positioning itself as a "carrier's carrier" offering wholesale network
capacity. By deriving the majority of its revenues from providing local
switched voice and data communications services directly to end user
customers, Teligent believes that it will (i) establish a sustainable and
broad base of its own customers, thereby minimizing the risk of generating
substantial revenues from a limited number of sources, (ii) maximize
revenues and profitability by accessing the higher priced retail
market and (iii) achieve competitive differentiation based on high
quality service that is responsive to the customer.
Develop Brand Awareness. Teligent will seek to position itself as
a high quality service provider by offering network reliability
complemented by quality customer support. The Company is designing its
marketing campaign to reflect these objectives and intends to build
its reputation by (i) working closely with its customers to develop
services tailored to their particular needs and (ii) targeting
advertising and promotion efforts in its coverage areas, gradually
expanding to mass media with market-wide and potentially nationwide
coverage. The Company also believes that its speed to market advantage
will assist its branding campaign, by enabling it to be one of the
first widely available facilities-based competitors in a market.
Achieve Market Share Via Competitive Pricing. As a new market
entrant, Teligent's strategy will be to price its services
competitively to gain market share early. For switched voice services
and other services already provided by the ILEC, the Company expects
to price at a discount. For certain data and bandwidth-intensive
services that may not be provided by competitors or for which there
may exist an underserved market demand, the Company may be able to
price its services at a premium. The Company anticipates that some
ILECs may reduce their prices as increased competition begins to erode
their market share. The Company believes that it will be able to
remain competitive if market prices decline because of its lower
expected network cost. The Company also expects to price its bundled
long distance service at a discount to market prices as a further
incentive to attract potential customers and to broaden its revenue
base.
Rapid Deployment. Teligent intends to take advantage of its
network flexibility and lower incremental capital requirements in
order to quickly roll-out and penetrate its market areas. Teligent
believes that this rapid deployment should allow it to become one of
the first significant facilities-based competitors in many parts of
its market areas. The Company believes that this rapid deployment
should enable it to establish a level of market penetration which will
further enhance the Company's relative cost advantage, attract
additional customers and further enhance its brand reputation.
Exploit Future Growth Opportunities. Teligent intends to
continue building on the capabilities of its networks to expand its
target market and service offerings. Such expansion may include
targeting residential customers in multiple dwelling units as well as
international opportunities, either through joint ventures or by
direct entry.
TELIGENT'S NETWORK ARCHITECTURE
The Company intends to deploy its own 24 GHz fixed wireless
point-to-multipoint broadband local networks to provide last mile
connectivity in its licensed market areas. Prior to commercial
deployment of the point-to-multipoint networks, and where otherwise
economically attractive, the networks may also include point-to-point
links and resold local services. The Company believes that this
flexibility will allow it to accommodate new customers quickly, as
well as expand its addressable customer base. Teligent also expects to
offer long distance service on a resale basis, and intends to connect
each local exchange network to an inter-exchange carrier's ("IXC")
point of presence.
The network equipment will use digital wireless technology to
deliver high quality voice, data and videoconferencing services that
Teligent believes will provide comparable performance to that of fiber
optic-based systems. The Company's networks will also incorporate
encryption and authentication to increase privacy and reduce the
potential for fraud. Each market area is expected to be served by a
voice switching and data routing center. The Company will use a
combination of wired and wireless facilities to connect the center to
the base stations distributed throughout the market area. The base
stations will transmit to and receive signals from wireless equipment
at a customer premise (the "customer premise equipment," or,
"CPE"), allowing transmissions between multiple customer antennas
and a single base station antenna. The customer premise equipment
includes two components: (i) an integrated radio/antenna unit
installed either on the roof, an exterior wall or inside a window of
the customer's building and (ii) the indoor customer interface
equipment installed within the building which is connected to the
internal building wiring. The radio/antenna unit will communicate with
the base station via microwave signal operating within the 24 GHz
band. The base stations will have an average service radius of
approximately three miles (five kilometers), depending on a number of
factors such as power levels used, customer density, local weather
environment and network design. A base station will have the
capability to support customers within a 360-degree coverage area,
depending on line of sight. The modular design of the CPE is intended to
make equipment installation easier and ensure short service activation
intervals.
The Company's point-to-multipoint hardware and network capacity
is expected to be shared among all the customers within the coverage
area of a base station sector. A key feature of the Company's network
architecture will be the future capability to allocate and share
network capacity on an as-needed basis. In the future, Teligent's
system is intended to dynamically allocate spectral bandwidth, and
therefore capacity, among the several customers served by a base
station sector based on individual customer demand enabling a customer
to instantaneously increase or decrease the capacity required.
Traffic between base station sites and the Company's switching
centers will be carried over a backhaul network that will be a
combination of Company-owned wireless microwave links as well as fiber
optic transmission facilities, where appropriate.
Additionally, as customers are added and the backhaul capacity
requirements increase, some of the wireless links initially deployed
may be replaced with additional fiber-based facilities. In such cases,
the wireless equipment may be redeployed elsewhere in the network, in
order to reduce stranded assets.
Teligent expects to deploy digital voice switches and data
switches in each of its principal market areas. Such voice and data
switches will consist of traditional circuit-based systems as well as
more advanced packet and cell-based switching systems. These switching
systems will be engineered to provide interconnection of customer
traffic with other local exchange networks, long distance networks and
the Internet, as well as with other locations the customer may have
within the Teligent network.
The Company plans to have a central Network Operation Center
("NOC") which will monitor its networks 24 hours a day, seven days a
week and provide real-time alarm, status and performance information.
The Company intends to build a back-up NOC facility to further enhance
network reliability. The NOC will provide customers remote circuit
provisioning to ensure service availability. At the NOC, the network
will be managed and maintained on an end-to-end basis using an
integrated Network Management System ("NMS"). The NMS will allow the
Company to monitor various network elements to ensure consistent and
reliable performance. This monitoring capability will be designed to
allow the Company to plan for and conduct preventative maintenance
activities in order to avoid network outages and to respond promptly
to any network disruption that might occur. Teligent's NOC will be
designed to permit enhancements such as providing end customers with
the capability to manage their segments of the network.
DEPLOYMENT STRATEGY
Teligent intends to build out and commercialize its networks based
upon the following strategy:
Integrated Market Research and Base Station Site Optimization.
Within each market area, Teligent will conduct market research and
identify and target specific geographic areas with favorable customer
characteristics. Such areas need not be contiguous or centrally
located since Teligent's stand-alone base stations are intended to be
able to serve geographically dispersed pockets of businesses.
Base Station Site Construction. The Company intends to determine
which potential base station sites offer the best lines of sight, gain
access to those sites on a cost-effective basis and prepare
installation to coincide with customer activations.
Initiate Sales. As base station sites are identified, Teligent's
sales force will target those buildings accessible by line of sight,
prioritize buildings based upon their revenue potential, and then
begin selling Teligent's voice and data services within each building.
This should allow the Company to deploy CPE in most cases only after
signing a customer.
Customer Premise Equipment Installation. When Teligent acquires
customers in a building, two additional sets of equipment will be
deployed. First, a radio/antenna unit (and related equipment) will be
installed on the roof of the customer's building, which will transmit
and receive all of that building's communications back and forth from
a base station site. Due to the small size of the radio/antenna unit
(less than two feet long) and ease of installation, the Company
believes customer installation can be accomplished within
approximately three to five days. Second, equipment will be deployed
at each customer's premise to connect their phone system, PBX or
computer network to the radio on the roof. The Company may, however,
selectively utilize unbundled local loops on an opportunistic basis to
complement the Company's core wireless local loop deployment strategy.
Leverage Capital Deployed. Teligent plans to maximize the return
on its infrastructure in two ways. First, the sales force will be
encouraged to acquire additional customers in "on net" buildings,
which have already installed customer units. Additionally, the Company
will seek to sell incremental products to existing customers.
SALES AND MARKETING
Overview. Teligent plans to address its initial target markets
as a high quality and lower cost single source provider of telephony
services. To develop the market potential of its fixed local wireless
network, the Company has organized its operations into two geographic
regions. Each region has its own Division President in charge of
operations, field service, site acquisition, proactive customer
service and sales and marketing. Teligent believes that the reputation
and quality of its senior management will afford it a critical
advantage in attracting the highest quality sales people as it builds
its sales force throughout its market areas. The extent of sales
activity in each market will depend upon a number of factors including
(i) number of license areas, (ii) geographic size of license areas,
(iii) end user density within licensed areas and (iv) competitive
landscape. In order to gain market share, the Company intends to
competitively price its service by leveraging the network cost
advantages which it expects to achieve as it acquires customers.
Sales Force/Customer Care. Teligent's goal is to complement its
full array of services for small- and medium-sized businesses with a
level of customer service and sales professionalism significantly
higher than that of its principal competitors. The Company seeks to
recruit salespeople with successful experience in competitive
telephony businesses, including individuals with backgrounds in CLECs,
competitive long distance, telecommunications equipment and data
services. The salespeople will have performance incentives through a
structure that ties a significant portion of their compensation to the
actual revenue they produce. In addition, salespeople will be
encouraged to maximize penetration in "on net" buildings. The sales
force will be trained to sell the Company's full product line of
local, long distance, Internet and data services.
This ability to bundle multiple services is intended to attract
customers looking for a single point of contact for their
telecommunications needs. Teligent will emphasize responsive,
proactive service allowing small and medium-sized businesses access to
seven day, 24 hour in-house technical support.
Marketing. The Company plans to supplement its direct sales
force through various marketing plans, including direct mail,
partnership marketing (in specific buildings or associated properties)
and targeted advertising and promotional efforts in Teligent's
coverage areas. In addition, the Company intends to use alternate or
indirect channels of distribution, including an active sales agent
program.
The Company is in the process of creating a centralized marketing
group responsible for developing the Teligent product line and for
ensuring that each of its components and overall package of services
are competitive. Teligent's initial focus is on local exchange service,
but the Company expects that where demand exists, it will bundle additional
product lines, such as resold long distance and Internet access, with its
local service.
Teligent intends to offer multiple product service packages to
business customers. By offering services both as a bundled package
and on a component basis (i.e., local, long distance or Internet
access, individually), Teligent intends to capitalize upon the
potential revenue opportunities in the marketplace. Teligent believes
that this flexible sales strategy should help reduce switching
barriers for those customers who may initially be reluctant to switch
all of their services and vendors at once or for those who have
existing contracts.
SERVICE OFFERINGS
The Company intends to deploy its networks on an initial basis to
support a comprehensive and fully integrated product line that is
designed to meet the broad telecommunications needs of small and
medium-sized business customers. These services will typically
include the basic telephone services, including local and long
distance, and data services that customers have today. Over time, the
Company also expects to offer high-speed data connectivity required
for new applications, such as high-speed Internet access, multimedia,
virtual workgroups, application and document sharing, and two-way
videoconferencing. Teligent intends to address customer demand for
bundled service offerings to provide the convenience of dealing with a
single telecommunications provider.
Teligent intends to provide its local retail services to end
users using its own broadband wireless local networks. However, the
Company will also consider providing its local retail product offering
on a case by case basis using other telecommunications carriers'
transport facilities, such as unbundled local loops from ILECs or
facilities from other CLECs where it can use such facilities to
penetrate the market more quickly and/or cost efficiently. As the
Company extends its wireless local service to such buildings, it
intends to migrate any such customers to its own facilities.
The Company began deployment efforts in Dallas, TX, Los Angeles,
CA and Washington, DC during the fourth quarter of 1997. The Company
currently provides commercial Internet access through fixed wireless
point-to-point broadband systems.
END USER SERVICES
The Company plans to offer an integrated package of services
including local and long distance services (domestic and
international) as well as Internet services, frame relay, voice mail,
conference bridges, videoconferencing, advanced fax management,
integrated single number service, call screening, call forwarding and
other advanced telecommunications services.
Local Exchange Services. Teligent intends to provide a complete
range of local exchange services by developing and implementing its
own nationwide network of central office class switches and related
hardware and software. These services are expected to include basic
local services, access to long distance and intra-LATA switched and
dedicated lines, direct inward dialing, Digital PBX, Centrex and
custom calling services.
Long Distance. As a complement to its local exchange services,
Teligent also plans to offer long distance services as part of a
product bundle to its customers through resale agreements with
national long distance companies. These long distance services will
include domestic intrastate, interstate and international calling,
toll-free services (800, 888), calling card, and conference call
bridging and other enhanced services. When the Company's coverage area
spans multiple LATAs, it plans to use its own facilities to provide
inter-LATA long distance service.
Internet and Data Services. The Company intends to offer
transport for Internet services from the customer premise to an
Internet access point in each city, using the high bandwidth capacity
of its 24 GHz networks. It also intends to offer Internet access
through resale, partnership or outsourcing, as a part of a bundled
offering under the Teligent brand name. These Internet services are
expected to include routing, addressing, domain name service
("DNS"), registration services, network security and fire walls,
intranet services, e-mail, news servers, hosting and peering.
Dedicated Private Line. Teligent intends to provide local
dedicated data access circuits as well as the long distance portion of
those circuits on a resale basis. These lines, which link customers'
LANs together to create MANs and WANs, are used by banks, billing
clearinghouses, advertising agencies, hospitals and other businesses
to exchange large data files as well by any business to connect
offices for file sharing, e-mail and workgroup applications.
WHOLESLAE SERVICES
Although not its core strategy, after penetrating a market
area, the Company may sell excess capacity to generate additional
revenue and increase local network utilization. The marketplace demand
for telecommunications services is experiencing substantial growth as a
result of the increased acceptance and reliance on the Internet by
business users as well as the emergence of bandwidth intensive
applications such as videoconferencing, Internet telephony, and large
data file transfers. The Company may also offer wireless backhaul
services to connect the cell sites of cellular and PCS companies
to their mobile switching centers.
24 GHz WIRELESS LICENSES
The Company is licensed by the FCC to operate point-to-point and
point-to-multipoint 24 GHz fixed wireless systems in 74 SMSAs,
covering over 700 municipalities in the United States, including 320-
400 MHz of spectrum in 27 of the 35 most populous market areas in the
United States, and at least 80 MHz of spectrum in 47 other major
market areas. The following chart lists the Company's license areas in
descending order of size based on the estimated 1994 population of the
market (based on U.S. Census Bureau data and Claritas Inc. data), the
Company's licensed spectrum bandwidth in each market area and the
estimated 1994 number of business employees in each market area (based
on American Business Information Inc. data).
Business
SMSA Bandwidth Employees In
Rank Market Areas (MHz) Population Market Area
1 New York, NY 400 9,434,000 3,597,000
2 Los Angeles, CA 400 9,132,000 3,229,000
3 Chicago, IL 400 7,538,000 3,113,000
4 Philadelphia, PA 320 4,913,000 1,701,000
5 Detroit, MI 400 4,322,000 1,517,000
6 Dallas, TX 400 4,302,000 1,729,000
7 Houston, TX 400 3,925,000 1,471,000
8 Washington, DC 400 3,850,000 1,693,000
9 San Francisco, CA 320 3,814,000 1,629,000
10 Boston, MA 400 3,194,000 1,436,000
12 Atlanta, GA 400 3,015,000 1,236,000
13 San Diego, CA 320 2,674,000 908,000
15 Minneapolis, MN 400 2,586,000 1,271,000
17 St. Louis, MO 400 2,473,000 893,000
18 Baltimore, MD 320 2,435,000 762,000
19 Phoenix, AZ 400 2,309,000 894,000
20 Seattle, WA 400 2,135,000 894,000
21 Pittsburgh, PA 400 2,100,000 665,000
22 Denver, CO 80 2,069,000 890,000
23 Miami, FL 400 2,058,000 768,000
24 Tampa, FL 400 2,016,000 698,000
26 Cleveland, OH 320 1,848,000 803,000
27 Portland, OR 320 1,573,000 618,000
28 San Jose, CA 240 1,541,000 643,000
29 Cincinnati, OH 240 1,510,000 578,000
30 Kansas City, MO 320 1,509,000 643,000
31 Sacramento, CA 320 1,482,000 442,000
32 Milwaukee, WI 320 1,469,000 660,000
33 San Antonio, TX 320 1,402,000 435,000
35 Indianapolis, IN 320 1,333,000 551,000
36 Columbus, OH 160 1,302,000 586,000
37 Salt Lake City, UT 80 1,214,000 499,000
38 Orlando, FL 80 1,206,000 573,000
39 Buffalo, NY 80 1,201,000 442,000
40 New Orleans, LA 80 1,178,000 469,000
41 Hartford, CT 80 1,154,000 540,000
43 Nashville, TN 80 1,060,000 508,000
44 Norfolk, VA 80 1,040,000 321,000
45 Rochester, NY 80 1,038,000 444,000
46 Memphis, TN 80 1,034,000 470,000
47 Jacksonville, FL 80 1,009,000 433,000
48 Oklahoma City, OK 80 977,000 434,000
49 Greensboro, NC 80 963,000 486,000
50 Louisville, KY 80 931,000 414,000
51 West Palm Beach, FL 80 931,000 316,000
Business
SMSA Bandwidth Employees In
Rank Market Areas (MHz) Population Market Area
52 Las Vegas, NV 80 931,000 445,000
53 Birmingham, AL 80 905,000 386,000
54 Austin, TX 80 884,000 396,000
55 Honolulu, HI 80 881,000 344,000
56 Dayton, OH 80 864,000 389,000
57 Albany, NY 80 851,000 377,000
58 Charlotte, NC 80 840,000 467,000
60 Richmond, VA 80 792,000 369,000
61 Tulsa, OK 80 788,000 321,000
62 Raleigh, NC 80 788,000 385,000
63 Fresno, CA 80 734,000 240,000
65 Tucson, AZ 80 717,000 280,000
66 Allentown, PA 80 713,000 269,000
68 Ventura, CA 80 694,000 223,000
69 Syracuse, NY 80 681,000 298,000
70 Akron, OH 80 680,000 284,000
71 Greenville, SC 80 674,000 301,000
72 El Paso, TX 80 663,000 209,000
75 Omaha, NE 80 631,000 304,000
78 Wilmington, DE 80 609,000 291,000
79 Albuquerque, NM 80 592,000 272,000
80 Springfield, MA 80 581,000 235,000
82 Baton Rouge, LA 80 562,000 218,000
84 Charleston, SC 80 545,000 197,000
86 New Haven, CT 80 528,000 227,000
87 Stockton, CA 80 522,000 165,000
97 Newport News, VA 80 470,000 170,000
120 Santa Barbara, CA 80 378,000 134,000
135 Trenton, NJ 80 330,000 165,000
----------- ----------
TOTAL 130,027,000 51,663,000
=========== ==========
COMPETITION IN THE TELECOMMUNICATIONS INDUSTRY
LOCAL TELECOMMUNICATIONS MARKET
Competition from ILECs. The local telecommunications market is
intensely competitive for newer entrants and currently is dominated by
the Regional Bell Operating Companies ("RBOCs") and other ILECs. The
Company has not begun to market its point-to-multipoint wireless local
broadband services to potential customers on a widespread basis and is
currently providing point-to-point services on a limited basis. The
Company has not obtained significant market share in any of the areas
where it offers its services or intends to offer services, nor does it
expect to do so in the near future given the size of the local
telecommunications market, the intense competition therein and the
diversity of customer requirements. In each market area in which the
Company is authorized to provide services, the Company competes or
will compete with several other service providers and technologies.
Many of the Company's competitors have long-standing relationships
with customers and suppliers in their respective industries, greater
name recognition and significantly greater financial, technical and
marketing resources than the Company. The Company expects to compete
on the basis of local service features, quality, price, reliability,
customer service and rapid response to customer needs while bundling
local resold long distance and Internet access. The Company faces
significant competition from ILECs, such as the RBOCs. The ILECs have
long standing relationships with their customers, have significant
name recognition and financial resources, have the potential to
subsidize competitive services with revenues from a variety of
business services, and benefit from existing state and federal
regulations that favor the ILECs over the Company in certain respects.
Regulatory decisions and recent legislation, such as the
Telecommunications Act of 1996 (the "Telecommunications Act"), have
reduced barriers to entry into new segments of the industry. In
particular, the Telecommunications Act, among other things, (i)
enhances local exchange competition by preempting laws prohibiting, or
that have the effect of prohibiting, competition in the local exchange
market, by requiring ILECs to provide fair and equal standards for
interconnection, by requiring ILECs to unbundle their facilities and
services, and by requiring ILECs to make certain services available
for resale and (ii) permits an RBOC to compete in the inter-LATA long
distance service market outside of its local territory immediately,
and within its local service territory on a state-by-state basis once
certain market-opening requirements are implemented and entry is
determined to be in the public interest. The Company believes that
these requirements of the Telecommunications Act promote greater
competition and will help provide opportunities for broader entrance
into the local exchange markets. However, as ILECs face increased
competition, regulatory decisions are likely to provide them with
increased pricing flexibility, which in turn may result in increased
price competition. There can be no assurance that such increased price
competition will not have a material adverse effect on the Company's
business, financial condition and results of operations. Nor can there
be any assurance that substantial local exchange competition will
develop in the near future.
A number of companies are developing enhancements to increase the
performance of ILECs' copper wire based legacy networks. These
generally consist of digital subscriber line products, such as ADSL,
HDSL and VDSL. There can be no assurance that the Company will be able
to compete effectively with these enhancements.
Competition from New 24 GHz and Other Fixed Wireless Service
Providers. The Company also faces potential competition from new
entrants to the 24 GHz fixed wireless market, including ILECs, CLECs
and other leading telecommunications companies. The FCC issued an Order
(the "Relocation Order") on March 14, 1997 providing for the relocation of
certain fixed wireless licensees in the 18 GHz band to a reallocated portion
of the 24 GHz band. In the Relocation Order, the FCC announced that it
will conduct a rulemaking proceeding to devise rules for the issuance
of licenses for up to five 80 MHz channels in the 24 GHz spectrum band
in each market except for those licenses already issued to the Company
and other previous 18 GHz licensees. See "Business - Government
Regulation." The grant of additional fixed wireless authorizations by
the FCC in the 24 GHz band could result in increased competition and
diminish the value of the Company's existing fixed wireless
authorizations. The Company believes that any additional 24 GHz
licenses will be made available through an auction. The Company
believes that, assuming that additional authorizations are made
available by the FCC, additional entities having greater resources
than the Company could acquire authorizations at auctions from the FCC
to provide telecommunications services in the 24 GHz band. See
"Business - Government Regulation."
The Company will also face competition from other terrestrial
fixed wireless services, including Multichannel Multipoint
Distribution Service ("MMDS"), 28 GHz Local Multipoint Distribution
Service ("LMDS") and 38 GHz wireless communications systems, 2.8 GHz
Wireless Communications Service ("WCS"), FCC Part 15 unlicensed
wireless radio devices, and other services that use existing point-to-
point wireless channels on other frequencies. Additionally, other
companies have filed applications for global broadband satellite
systems proposed to be used for broadband voice and data services. If
developed, these systems could also present significant competition to
the Company.
The Company faces competition from entities which offer, or are
licensed to offer, 38 GHz services, such as Advanced Radio
Telecommunications, Inc. ("ART"), WinStar Communications, Inc.
("WinStar") and BizTel, Inc. ("BizTel"). Teligent could also face
competition in certain aspects of its existing and proposed businesses
from competitors providing wireless services in other portions of the
radio spectrum, such as CAI Wireless Systems Inc. a provider of
wireless Internet access services, and CellularVision, a provider of
wireless television services which, in the future, also may provide
wireless Internet access and other local telecommunications services.
In many instances, these service providers hold licenses for other
frequencies (such as 28 GHz) that enable them to provide comparable
telecommunications services to those of the Company in geographic
areas that encompass or overlap the Company's market areas.
Additionally, some of these entities include among their stockholders
major telecommunications entities, such as Ameritech with respect to
ART, and Teleport Communications Group, Inc. ("Teleport") with
respect to BizTel. Teleport has acquired BizTel and AT&T has
announced its agreement to acquire Teleport, subject to FCC and other
regulatory approvals. Due to the relative ease and speed of deployment
of fixed wireless-based technologies, the Company could face intense
price competition from these and other wireless-based service
providers. The Company believes that additional entities having
greater resources than the Company could acquire licenses to provide
38 GHz, MMDS, LMDS, WCS, DEMS or other fixed wireless services.
The FCC conducted auctions for 28 GHz LMDS licenses in all
markets for the provision of high capacity, wide-area fixed wireless
point-to-multipoint systems. In addition, the FCC has adopted rules to
auction geographical wide area licenses for the operation of fixed
wireless point-to-point and point-to-multipoint communications
services in the 38 GHz band, although many 38 GHz licenses have
already been issued nationwide. The 28 GHz LMDS auction concluded in
March 1998 and the 38 GHz auction is expected to occur later in 1998.
The Company initially filed an application for and participated in the
early rounds of the LMDS auction, but withdrew from the auction
without acquiring any licenses. The MMDS service, also known
as "wireless cable," also currently competes for metropolitan
wireless broadband services. At present, wireless cable licenses are
used primarily for the distribution of video programming and have only
a limited capability to provide two-way communications needed for
wireless broadband telecommunications services, but there can be no
assurance that this will continue to be the case. The FCC has
initiated a proceeding to determine whether to provide wireless cable
operators with greater technical flexibility to offer two-way
services. Cellular, PCS and other mobile service providers may also
offer fixed services over their licensed frequencies. Finally, the FCC
has allocated a number of spectrum blocks for use by wireless devices
that do not require site or network licensing. A number of vendors
have developed such devices that may provide competition to the
Company, in particular for certain low data-rate transmission
services.
Other Competitors. The Company will also face both local and
long distance competition from AT&T and other IXCs. The Company may
face competition from electric utilities (several of whom have secured
the necessary authorizations to provide local telephone service and
are reportedly in various stages of perfecting and implementing their
business plans), ILECs operating outside their current local service
areas, other IXCs such as MCI and Sprint, and other providers. These
entities provide transmission services using technologies that may
enjoy a greater degree of market acceptance than the Company's
wireless broadband technology in the provision of last mile broadband
services. Moreover, the consolidation of telecommunications companies
and the formation of business alliances within the telecommunications
industry, which are expected to accelerate as a result of the passage
of the Telecommunications Act, could give rise to significant new or
stronger competitors to the Company. There can be no assurance that
the Company will be able to compete effectively in any of its markets.
The Company's Internet access services also are likely to face
significant competition from other ISPs as well as from cable
television operators deploying cable modems, which provide high speed
data capability over installed coaxial cable television networks and
there can be no assurance that such competition will not be
significant. Although cable modems currently are not widely available
and do not provide for data transfer rates that are as rapid as those
which can be provided by the Company's services, the Company believes
that the cable industry may support the deployment of cable modems to
residential cable customers through methods such as price subsidies.
Notwithstanding the cable industry's interest in rapid deployment of
cable modems, the Company believes that in order to provide broadband
capacity to a significant number of business and government users,
cable operators will be required to spend significant time and capital
in order to upgrade their existing networks to a more advanced hybrid
fiber coaxial network architecture. However, there can be no assurance
that cable modems will not emerge as a source of competition to the
Company's Internet business. Further, Internet access services based
on existing technologies such as ISDN and, in the future, on such
technologies as ADSL and HDSL will likely provide additional sources
of competition to the Company's Internet access services.
Additionally, the Company believes that many ILECs and CLECs already
are promoting other Internet access services.
LONG DISTANCE TELECOMMUNICATIONS MARKET
The long distance market has relatively insignificant barriers to
entry, numerous entities competing for the same customers and a high
(and increasing) average churn rate as customers frequently change
long distance providers in response to the offering of lower rates or
promotional incentives by competitors. The Company will compete with
major carriers such as AT&T, MCI, Sprint and WorldCom (which has
agreed to acquire MCI, subject to receipt of necessary government
approvals), as well as other national and regional long distance
carriers and resellers, many of whom own substantially all of their
own facilities and are able to provide services at costs lower than
the Company's expected costs since the Company will generally lease
its access facilities. The Company believes that the RBOCs also will
become significant competitors in the long distance telecommunications
industry after 1998. See "Business - Government Regulation." ISPs
also will compete in this market. The Company believes that the
principal competitive factors affecting its market share will be
pricing, customer service, accurate billing, clear pricing policies
and, to a lesser extent, variety of services. The ability of the
Company to compete effectively will depend upon its ability to
maintain high quality, market-driven services at prices generally
perceived to be equal to or below those charged by its competitors. To
maintain its competitive posture, the Company believes that it must be
in a position to reduce its prices in order to meet reductions in
rates, if any, by others. Any such reductions could adversely affect
the Company. In addition, ILECs have been obtaining additional pricing
flexibility. This may enable ILECs to grant volume discounts to larger
long distance companies, which also would put the Company's long
distance business at a disadvantage in competing with larger
providers.
VENDOR EVALUATION
The Company has the ability to source key network components from
a number of equipment vendors. The Company has initiated a process of
evaluating competing products of several vendors. In July 1997, the
Company issued a Request for Proposal for the Company's 24 GHz
telecommunications network, including radio access and transmission
equipment, switching and network management products and services. The
Company received and has evaluated proposals from several
telecommunication infrastructure integrators and manufacturers. After
this evaluation, the Company selected Northern Telecom, Inc.
("Nortel") as its preferred vendor and systems integrator and
entered into a Network Products Purchase Agreement with Nortel. See
"Management's Discussion and Analysis of Financial Condition and
Results of Operations - Liquidity and Capital Resources - Vendor
Financing." Additionally, in support of this effort, the Company has
entered into agreements with manufacturers specializing in radio
access and transmission equipment to provide technology trials of 24 GHz
point-to-multipoint equipment.
INTELLECTUAL PROPERTY
The Company uses the name "Teligent" as its primary business
name and servicemark. It is the owner of U.S. Reg. No, 1,893,005 -
TELIGENT, which was originally issued on May 9, 1995 to Creative
Integrated Systems, Inc. for various items of communication equipment,
based on use in commerce since January 6, 1994. The Company has
licensed Creative Integrated Systems, Inc. to continue using the mark
in connection with communications equipment.
On April 7, 1997, the Company filed applications to register its
name and logo design in the United States Patent and Trademark Office
for "land based and satellite communications services." First action
on the applications is expected in 1998. The Company reasonably
believes that the applications will mature to registration, but there
is no assurance until the registrations actually issue.
The Company relies upon a combination of licenses,
confidentiality agreements and other contractual covenants, to
establish and protect its technology and other intellectual property
rights. The Company currently has no patents or patent applications
pending. There can be no assurance that the steps taken by the Company
will be adequate to prevent misappropriation of its technology or
other intellectual property or that the Company's competitors will not
independently develop technologies that are substantially equivalent
or superior to the Company's technology. Moreover, although the
Company believes that its business as currently conducted does not
infringe upon the valid proprietary rights of others, there can be no
assurance that third parties will not assert infringement claims
against the Company or that, in the event of an unfavorable ruling on
any such claim, a license or similar agreement to utilize technology
relied upon by the Company in the conduct of its business will be
available to the Company on reasonable terms.
GOVERNMENT REGULATION
OVERVIEW
The Company's fixed wireless broadband services are subject to
regulation by federal, state and local governmental agencies. The
Company has obtained all authorizations and approvals necessary and
appropriate to conduct its operations as currently conducted and
believes that it is in compliance with all laws, rules and regulations
governing its current operations. Nevertheless, changes in existing
laws and regulations, including those relating to the provision of
wireless local telecommunications services via 24 GHz fixed wireless
licenses and/or the future granting of 24 GHz fixed wireless
authorizations, or any failure or significant delay in obtaining
necessary future regulatory approvals, could have a material adverse
effect on the Company's business, financial condition and results of
operations.
At the federal level, the FCC has jurisdiction over the use of
the electromagnetic spectrum (i.e., wireless services) and has
exclusive jurisdiction over all interstate telecommunications
services, that is, those that originate in one state and terminate in
another state. State regulatory commissions have jurisdiction over
intrastate communications, that is, those that originate and terminate
in the same state. Municipalities and other local jurisdictions may
regulate limited aspects of the Company's business by, for example,
imposing zoning and franchise requirements and requiring installation
permits. The Company also is subject to taxation at the federal and
state levels and may be subject to varying taxes and fees from local
jurisdictions.
FEDERAL LEGISLATION
The Telecommunications Act. The Telecommunications Act, enacted
on February 8, 1996, substantially departs from prior legislation in
the telecommunications industry by establishing local exchange
competition as a national policy through the removal of state
regulatory barriers to competition and the preemption of laws
restricting competition in the local exchange market. The
Telecommunications Act, among other things, mandates that ILECs (i)
permit resale of their services and facilities on reasonable and
nondiscriminatory terms and at wholesale rates, (ii) allow customers
to retain the same telephone number ("number portability") when they
switch local service providers, (iii) permit interconnection by
competitors to an ILEC's network at any technically feasible point
that is at least equal in quality to that which the local exchange
carrier provides to itself and pursuant to reasonable and
nondiscriminatory rates and terms, (iv) unbundle their network
services and facilities at any technically feasible point and permit
competitors and others to use these facilities at cost-based and
nondiscriminatory rates and (v) ensure that an end user does not have
to dial any more digits to reach customers of local competitors than
to reach the ILEC's customers to the extent technically feasible
("dialing parity"). The Telecommunications Act also allows RBOCs to
provide in-region inter-LATA services on a state-by-state basis once
certain market-opening requirements are implemented and entry is
determined to be in the public interest. The provisions of the
Telecommunications Act are designed to ensure that RBOCs take
affirmative steps to level the playing field for their competitors so
that others can compete effectively before the RBOC secures in-region
long-distance entry. The FCC, in consultation with the United States
Department of Justice and the states, is given jurisdiction to
determine whether to approve applications for long distance entry.
There can be no assurance, however, that the states and the FCC will
implement the Telecommunications Act in a manner favorable to the
Company and its customers.
Under the Telecommunications Act, states have begun and, in a
number of cases, completed regulatory proceedings to determine the
pricing of unbundled network elements and services, and the results of
these proceedings will determine whether it is economically attractive
to use these elements.
The RBOCs, but not other ILECs, have an added incentive to open
their local exchange networks to facilities-based competition because
Section 271 of the Telecommunications Act provides for the removal of
the current ban on RBOC provision of in-region inter-LATA toll service
and equipment and manufacturing only after meeting certain
requirements. This ban will be removed only after the RBOC
demonstrates to the FCC, which must consult with the Department of
Justice and the relevant state commissions, that the RBOC has (i) met
the requirements of the Telecommunications Act's 14-point competitive
checklist and fully implemented an approved interconnection agreement
with one or more unaffiliated, facilities-based competitors providing
business and residential service somewhere in the state (or that by a
date certain no such competitors have "requested" interconnection as
defined in the Telecommunications Act and the RBOC is offering all of
the elements in the competitive checklist); (ii) demonstrated that it
will provide in-region inter-LATA toll services through a separate
affiliate, which is required for three years, unless extended by the
FCC; and (iii) demonstrated that entry is consistent with the public
interest.
FEDERAL REGULATION
The Telecommunications Act Regulations. The Telecommunications
Act in some sections is self-executing, but in most cases the FCC must
issue regulations that identify specific requirements before the
Company and its competitors can proceed to implement the changes the
Telecommunications Act prescribes. The Company actively monitors all
pertinent FCC proceedings and has participated in some of these
proceedings. The outcome of these various ongoing FCC rulemaking
proceedings or judicial appeals of such proceedings could materially
affect the Company's business, financial condition and results of
operations.
As required by the Telecommunications Act, the FCC adopted, in
August 1996, new rules implementing the interconnection and resale
provisions of the Telecommunications Act (the "Interconnection
Order") which are intended to remove or minimize regulatory, economic
and operational impediments to full competition for local services,
including switched local exchange service. A number of parties filed
an appeal against the Interconnection Order in Federal court seeking
to vacate certain of the rules adopted therein. In a July 18, 1997
decision, the United States Court of Appeals for the Eighth Circuit
vacated significant portions of the Interconnection Order, including
its provisions governing the pricing of local telecommunications
services and unbundled network elements, its unbundling requirements
and its "pick and choose" provision (which enabled a
telecommunications carrier to demand any term of an ILEC's
interconnection contract with another carrier). The Eighth Circuit
also issued an October 14, 1997 decision that vacated an FCC rule that
obligated ILECs, under certain circumstances, to provide combinations
of network elements, rather than provide them individually. This
decision may make it more difficult or expensive for competitors to
use combinations of ILEC elements. Because the Company does not
anticipate widespread use of combinations of elements, the decision
should not have a material adverse effect on its operations. Moreover,
because the decision may increase the cost and decrease the efficiency
of ILEC network element-based competitive approaches, the Company
believes that the decision may comparatively advantage the Company's
entry strategy, which does not heavily rely on the use of ILEC network
elements. The FCC, numerous IXCs and various other parties filed
petitions for certiorari with the U.S. Supreme Court, which accepted
the case for review on January 26, 1998. The Supreme Court is not
expected to issue a decision before the end of 1998. Some of the same
parties and certain other parties also have asked the FCC to
reconsider these and other regulations implementing the
Telecommunications Act. Although the Company believes that the final
outcome of the Eighth Circuit cases, including any further proceedings
or a Supreme Court appeal, will not have a material adverse affect on its
operations, there can be no certainty in this regard.
On December 31, 1997, a United States District Court judge in
Texas held unconstitutional certain sections of the Telecommunications
Act, including Section 271, which prohibits an RBOC from providing
long distance service that originates (or in certain cases terminates)
in one of its in-region states until the RBOC has satisfied certain
statutory conditions in that state and has received the approval of
the FCC. This decision would permit the three RBOCs that are parties
to the case immediately to begin offering widespread in-region long
distance services. Unless overturned on appeal, this decision could
have a material adverse effect on the Company. The District Court has
granted the request of the FCC and certain IXCs for a stay and the FCC
and certain IXCs have filed appeals of the decision with the United
States Court of Appeals for the Fifth Circuit. Although there can be
no assurance as to the outcome of this litigation, the Company
believes that significant parts of the District Court decision may be
reversed or vacated on appeal. To date, three RBOCs have filed a total
of four applications with the FCC for in-region long distance
authority, but the FCC has denied each application. Several entities
have sought reconsideration or appeal of these decisions.
In July 1996, the FCC released rules to permit both
residential and business customers to retain their telephone numbers
when switching from one local service provider to another (known as
"number portability"). RBOCs are required to implement number portability
in the top 100 markets by March 31, 1998 and to complete it by
December 31, 1998. In smaller markets, RBOCs must implement number
portability within six months of a request commencing December 31, 1998.
Other ILECs are required to implement number portability only in those of
the top 100 markets where the feature is required by another ILEC. Various
waivers to extend the implementation date have been filed by other RBOCs,
ILECs, and CLECs. Non-RBOC ILECs are not required to implement number
portability in any additional markets until December 31, 1998, and then only
in markets where the feature is requested by another ILEC.
In addition pursuant to the Telecommunications Act, the FCC
issued new regulations in 1997 regarding the implementation of the
universal service program and the assessment of access charges on
carriers obtaining access to local exchange networks. Both the access
charge and universal service regimes were substantially revised. As a
result of these changes, the costs of business and multiple
residential lines are expected to increase. Several parties have
sought FCC reconsideration or appealed various parts of the new FCC
rules, including the revenue basis on which universal service
contributions are determined. The Company is unable to predict the
final formula for universal service contribution or its own level of
contribution.
FCC Licensing. The Communications Act of 1934 (the
"Communications Act") imposes certain requirements relating to
licensing, common carrier obligations, reporting and treatment of
competition. Under current FCC rules, the recipient of an
authorization for fixed wireless microwave facilities, including the
Company is required to construct facilities to place the station "in
Operation" within 18 months of the date of grant of the
authorization. In the event that the recipient fails to comply with
the construction deadline, the license is terminated absent an
extension of the deadline. Except for those facilities for which the
18-month deadline has not passed, the Company or its predecessor-in-
license constructed facilities in each of their licensed markets to
satisfy this construction deadline. In addition, if a station does not
transmit operational traffic for a consecutive period of twelve months
at any time after construction is complete, or if removal of equipment
or facilities renders the station incapable of providing service, the
license is subject to forfeiture, absent a waiver of the FCC's rules.
The FCC's current policy is to align the expiration dates of all fixed
wireless licenses of a particular service such that they mature
concurrently and, upon expiration, to renew all such licenses for ten
years. The initial term of most currently outstanding fixed wireless
licenses, including the Company's licenses, expires on January 1,
2001. While FCC custom and practice establishes a presumption in favor
of granting the renewal of licenses to licensees, such presumption
requires that the licensee substantially comply with its regulatory
obligations during its license period. The FCC's failure to renew one
or more licenses could have a material adverse effect on the Company's
business, financial condition and results of operations.
Under the terms of its licenses, the Company is classified as a
common carrier, and as such is required to offer service on a non-
discriminatory basis at just and reasonable rates to anyone reasonably
requesting such service. Although the Communications Act prohibits the
Company from unjustly or unreasonably discriminating among its
customers, the statute, as currently interpreted by the FCC, does
permit the Company to reasonably classify its customers and reasonably
differentiate among such classifications. Under the FCC's streamlined
regulation of non-dominant interstate carriers, the Company, as a
non-dominant carrier, is not subject to rate regulation but is required to
maintain tariffs for its interstate common carrier service. The FCC has
recently issued regulations pursuant to which the Company does not need
to file tariffs setting forth its rates, terms, and conditions of service
for interstate exchange access service ("permissive detariffing") and is
currently conducting a rulemaking in which it has proposed prohibiting
tariff filing for such services ("mandatory detariffing"). The
Company's provision of intrastate services, including local exchange
service if the Company should offer it, is subject to regulation by
each state in which the Company provides intrastate services. The
Company has also obtained a "Section 214" authorization from the FCC
authorizing it to provide international facilities-based and resale
telecommunications services between the U.S. and virtually any other
country. The Company must maintain-and currently does have-tariffs
on file with the FCC governing its provisions of interstate and
international telecommunications services.
Transfer of Control of Wireless Licenses. MSI and DSC contributed
their fixed wireless licenses to Teligent, L.L.C., the predecessor
of the Company. In connection with the acquisition of FirstMark, the
Company acquired additional licenses in three SMSAs. The assignment or
transfer of control of licenses issued by the FCC is subject to the
prior consent of the FCC, which consent generally turns on a number
of factors including the identity, background and the legal and
financial qualifications of the assignee and the satisfaction of
certain other regulatory requirements. The FCC granted the
application for the transfer of control of FirstMark's fixed wireless
licenses to Teligent, L.L.C. in July 1997. The FCC granted the applications
to assign the MSI and DSC licenses to Teligent, L.L.C. in October 1997
and transferred control over all such licenses to the Company in November
1997. There were no petitions to deny filed against the FirstMark transfer
of control application or the MSI and DSC assignment applications and
the FCC grant thereof has become final.
Relocation of Licenses to 24 GHz. The FCC issued an Order (the
"Relocation Order") on March 14, 1997 providing for the relocation
of certain fixed wireless licensees in the 18 GHz band to a
reallocated portion of the 24 GHz band, pursuant to a request of the
National Telecommunications and Information Administration ("NTIA")
acting on behalf of the Department of Defense. The Relocation Order
provided for the relocation of these licenses from 100 MHz over 5
channels in the 18 GHz band to 400 MHz over 5 corresponding channels
in the 24 GHz band. On June 24, 1997, the FCC issued a subsequent
order (the "Modification Order") that implemented the Relocation
Order by modifying the affected 18 GHz licenses, including those held
by the Company, to authorize operations at 24 GHz. Pursuant to the
Relocation Order, those 18 GHz fixed wireless operators in the
Washington, DC and Denver, CO areas (including the Company's
Washington, DC, Baltimore, MD and Denver, CO facilities) were required
to relocate to corresponding channels in the 24 GHz band no later than
June 5, 1997. The 18 GHz fixed wireless licensees in all other areas
must relocate to corresponding channels in the 24 GHz band no later
than January 1, 2001. Although the Company is permitted to continue
operations in the 18 GHz band outside of the Washington, DC and
Denver, CO areas until that date, its intention generally is to
convert all of its facilities to 24 GHz band operation as soon as
possible.
The FCC implemented this relocation without notice and comment
procedures in order to give effect to NTIA's request on behalf of the
Department of Defense to protect national security satellite
operations from harmful interference from 18 GHz license stations. A
number of parties have filed petitions with the FCC seeking a number
of remedies including either partial or full reconsideration or review
of one or both of these orders and modification or revocation of the
Company's licenses. These parties argued, among other things, that the
FCC decision should be reversed because the FCC's allocation of 400
MHz of 24 GHz spectrum for licenses was unnecessary and that the FCC
should not have so relocated the fixed wireless licensees without
conducting prior notice and comment rulemaking proceedings. The
Company filed timely responses with the FCC opposing the petitions and
continues to buildout its networks as permitted under its licenses,
the Relocation Order and the Modification Order. In addition, one of
these parties, DirecTV, has filed a petition for rulemaking with the
FCC requesting that the FCC grant permission for DirecTV and others to
construct and operate broadcast satellite uplink facilities in certain
areas on a portion of the 24 GHz band allocated and granted to the
former 18 GHz fixed wireless licensees. The Company has filed a timely
opposition to this rulemaking petition.
The Company cannot determine how the FCC will resolve the
petitions for reconsideration or review of the Relocation Order and
the Modification Order and the DirecTV rulemaking petition. Thus, any
construction or operation at 24 GHz prior to the final resolution of
these petitions is at the Company's risk and expense. If the
Relocation Order or Modification Order was subsequently modified or
reversed, such a modification or reversal could have a material
adverse effect on the Company's business, financial condition and
results of operations. In particular, it cannot be determined whether,
under a modified license relocation, the Company's equipment would be
rendered unusable or usable only after significant expense and delay.
Grant of the DirecTV rulemaking petition could materially and
adversely affect the Company's business, financial condition and
results of operations. If implemented, DirecTV's proposals could
result in the construction and operation of satellite uplink
facilities on 24 GHz frequencies currently allocated to fixed wireless
services, which could interfere with the Company's operations in the
vicinity of these satellite uplink facilities. In addition, in the
Relocation Order the FCC announced that it will commence a rulemaking
proceeding to address future fixed wireless licensing in the 24 GHz
band, which may include proposals to auction available spectrum and to
adopt service rules for 24 GHz operations. There can be no assurance
that the Company's point-to-point and point-to-multipoint equipment as
currently designed will comply with the service rules ultimately
adopted by the FCC.
The FCC's decisions upon reconsideration will be subject to
judicial appeal to a U.S. court of appeals. There can be no assurance
that the FCC will be able to defend any such litigation successfully.
The court may affirm the Relocation Order or any order made by the FCC
upon reconsideration, vacate and remand the matter to the FCC for
initiation of a rulemaking proceeding, or make any other ruling. If
the matter is remanded, the FCC could decide this issue in the same
way or it could make a different decision, which may be adverse to the
Company. Failure by the court to affirm the terms of the Relocation
Order or the Modification Order could have a material adverse effect
on the Company's business, financial condition and results of
operations.
Uncertainty during an appeal period regarding the Company's
prospects and the implications of the result of such litigation may
disrupt the Company's relationships with actual and potential
customers, equipment vendors, lenders or other parties, which could
have a material adverse effect on the Company's business, financial
condition and results of operations.
Teledesic. On September 6, 1996, Teledesic Corporation
("Teledesic") filed a petition seeking the dismissal of then-pending
applications for additional transmission (nodal) stations in seven
licensed MSI fixed wireless markets, and the rescission of existing
licenses, then held by or belonging to MSI or DSC. In its petition,
Teledesic claimed that its then-proposed satellite system was
incompatible with existing licensed terrestrial networks in the 18 GHz
band, that the FCC's initial grants of the fixed wireless licenses to
MSI and DSC was inappropriate, and that MSI and DSC had failed to
construct and operate their licensed facilities in compliance with the
FCC's rules. The Company, MSI and DSC opposed Teledesic's petition in
their respective pleadings filed with the FCC.
In November and December 1996, the FCC inspected each of the MSI
and DSC fixed wireless facilities and determined that the companies
had complied with all applicable construction and operational
requirements. In letters dated April 2, 1997, and April 8, 1997, the
FCC notified MSI and DSC, respectively, that the FCC "concluded its
Inquiry" and "determined not to take any further action" in
connection with the investigation. Moreover, on February 24, 1997, the
Company, MSI and DSC entered into an agreement pursuant to which
Teledesic agreed to withdraw its petition and reimburse MSI, DSC and
the Company, respectively, for some of the costs related to the
relocation of their 18 GHz fixed wireless systems to the 24 GHz band,
conditioned upon the FCC's relocation of 18 GHz fixed wireless
licensees to the 24 GHz band.
In their petitions for reconsideration of the Relocation Order,
a number of parties raised substantially similar arguments to those
initially raised by Teledesic against the validity of the licenses now
held by, and the constructed fixed wireless facilities now owned by,
the Company. The Company, MSI and DSC have opposed those claims.
On March 21, 1997, Teledesic withdrew its petition against MSI's
pending applications and MSI's and DSC's licenses.
Alien Ownership. Under the Communications Act, the FCC may, if
it finds the public interest will be served, refuse to grant common
carrier licenses to (or may revoke the licenses of) an entity directly
or indirectly controlled by non-U.S. citizens or by a corporation, the
capital stock of which is more than 25% owned or voted by non-U.S.
citizens or companies. The Communications Act also prohibits any
entity, more than 20% of whose capital stock is owned or voted by non-
U.S. citizens or companies, from receiving a license for common
carrier services. Since February 9, 1998, the FCC rules have provided
for a rebuttable presumption that greater than 25% indirect ownership
or control of a common carrier licensee by citizens or companies from
a country that is a signatory to the Telecommunications Annex to the
World Trade Organization General Agreement on Trade in Services ("WTO
Agreement") serves the public interest. The 20% restriction on direct
foreign ownership will still apply. The Company is not aware of alien
ownership of its outstanding stock that would cause it to be in
violation of the Communications Act. However, a significant amount of
the Company's and Associated's common stock is held in nominee name
and, accordingly, the Company is not aware of the citizenship of the
actual beneficial owners of such shares. With regard to investors
from countries that are not signatories to the WTO Agreement, the FCC
continues to apply an "effective competitive opportunities"
("ECO") test in the exercise of its statutory discretion to permit
indirect alien ownership of more than a 25% interest in a common
carrier licensee. Under this ECO test, if U.S. investors are permitted
to own an interest greater than 25% in a communications carrier
offering similar services in the alien investor's home market and such
market satisfies certain other open competition criteria, the FCC will
generally permit that alien to own an equivalent interest in a U.S.-
licensed common carrier. Other factors, such as the promotion of
competition in the U.S. market and U.S. national security concerns,
may affect this determination.
STATE REGULATION
Many of the Company's services will be classified as intrastate
services subject to state regulation. All of the states where the
Company operates, or will operate, require some degree of state
regulatory commission approval to provide certain intrastate services.
In most states, intrastate tariffs are also required for various
intrastate services, although the Company is not typically subject to
price or rate of return regulation for tariffed intrastate services.
The Company has received state authorization to provide facilities-
based local services in California, Colorado, the District of
Columbia, Florida, Georgia, Hawaii, Illinois, Indiana, Iowa, Kansas,
Maryland, Massachusetts, Michigan, Minnesota, Nevada, New York, Ohio,
Texas, Virginia and Wisconsin. In summary, the Company has obtained
state authorization in 45 markets and has applied for State
authorization in the remaining 29 markets where it holds FCC licenses.
The Telecommunications Act requires each state to remove
barriers to entry and barriers to competition for ILEC competitors.
While no assurance can be given as to how quickly and how effectively
each state will act to implement this legislation, many state
authorization processes are being streamlined and the authorization
time frames shortened considerably. Not all states have a streamlined
process and in some jurisdictions the Company may experience delays.
Under the Telecommunications Act, if a request is made by the
Company, ILECs have a statutory duty to negotiate interconnection and
access arrangements in good faith for the Company's provision of local
service. The Company has reached comprehensive negotiated
interconnection agreements with Ameritech (Illinois and Wisconsin),
Bell Atlantic (D.C., Maryland and Virginia), BellSouth (Florida and
Georgia), GTE (California, Florida, Texas and Virginia), Pacific Bell
(California) and Southwestern Bell (Texas). The Company is in the
process of negotiating comprehensive interconnection agreements with
Bell Atlantic (Delaware, Massachusetts, New Jersey, New York and
Pennsylvania), Sprint (Florida) and US West (Colorado).
During these negotiations, the Company or the ILEC may submit
disputes to the state regulatory commissions for mediation and, after
the expiration of the statutory negotiation period set forth in the
Telecommunications Act, the parties may submit outstanding disputes to
the states for arbitration. To date the Company has not submitted any
disputes to the states for mediation or arbitration. The Company has
been working with state regulatory commissions, as well as the FCC and
other governmental entities, to encourage the adoption of rules
facilitating rooftop and building access for competitive carriers.
LOCAL REGULATION
The Company will need to interact with local governments in a
variety of ways. How diverse local governments will exercise
traditional functions, including zoning, permitting and management of
rights of ways, and address the expansion of telecommunications
competition and varying means of entry in particular, is uncertain.
The kinds and timing of approvals required to install antennas and
conduct other aspects of the Company's business varies among local
governments and may also vary with the specific technology or
equipment configuration used by the Company.
While the Telecommunications Act permits local governments to
manage rights of way, the scope of that authority, including the
circumstances when fees can be charged and the amount of such charges,
has already been the subject of numerous disputes between
telecommunications carriers and such local governments. In addition,
some local governments have been requiring substantial filings and
review before telecommunications carriers can operate in their
licensed areas and have also required the payment of significant
franchise fees or taxes. Some of these disputes involving licensing of
telecommunications carriers, antenna siting, and rights of way are in
litigation and more administrative and court litigation is likely. The
prohibition of entry barriers set forth in the Telecommunications Act
and the FCC's power to preempt such barriers have been implicated in
such litigation. On December 12, 1997, Teligent accepted under protest
a franchise with the City of Dallas, which is similar to other Dallas
franchises agreed to by other CLECs. On the same date, Teligent filed
a Complaint for Declaratory Judgment against the City of Dallas in the
United States District Court for the Northern District of Texas
alleging that Teligent does not own, construct, install or maintain
facilities located in public rights of way, and that the City of
Dallas is therefore prohibited both by federal and state law from
barring Teligent's competitive entry into the Dallas market unless
Teligent first accepts a franchise. There can be no assurance as to
the outcome of the litigation. The FCC has recently preempted, and
thereby prevented enforcement of, certain state and local regulations
that had the effect of inhibiting local competition. Any inability or
unwillingness by the FCC to preempt additional state and local
regulations in a timely fashion could have a material adverse impact
on the Company.
CERTAIN TRANSACTIONS
THE REORGANIZATION
Immediately prior to the consummation of the Offerings,
Teligent, L.L.C. merged with and into the Company with the Company
surviving the merger (the "Reorganization"). The Company was
organized in September 1997 for the purpose of succeeding to the
business of Teligent, L.L.C. In connection with the Reorganization,
the Company's Certificate of Incorporation and By-laws were amended in
their entirety. As a result of the Reorganization, all of Teligent,
L.L.C.'s member interests were converted into and became shares of
common stock of the Company, as follows: (i) the interest of MSI was
converted into 21,436,689 shares of Series B-1 Common Stock; (ii) the
interest of Telcom Ventures was converted into 17,206,210 shares of
Series B-2 Common Stock; (iii) the interest of NTTA&T was converted
into 2,313,360 shares of Series B-3 Common Stock (further described
below); and (iv) the interest of the former sole stockholder of
FirstMark (the "FirstMark Sole Stockholder") was converted into
1,831,410 shares of Class A Common Stock. In each case, the number of
shares of common stock received by each member of Teligent, L.L.C.
pursuant to the Reorganization was proportionate to such member's
percentage interest in Teligent, L.L.C. immediately prior to the
Reorganization. The Company received no additional consideration in
connection with such conversion of member interests into shares of
common stock pursuant to the Reorganization.
THE ADDITIONAL SPONSOR EQUITY CONTRIBUTIONS
In connection with the Strategic Equity Investment (see "The
Strategic Equity Investment" immediately below), the original members
of Teligent, L.L.C. made additional cash contributions to Teligent,
L.L.C. in the aggregate amount of $60 million (the "Additional
Sponsor Cash Contribution"). In addition, on November 7, 1997,
Associated agreed to contribute to Teligent, Associated Communications
of Los Angeles ("ACLA"), a wireless competitive access provider,
and, in consideration of such agreement, received an approximate 1%
increase in its member interest in Teligent, L.L.C.
THE STRATEGIC EQUITY INVESTMENT
NTT Purchase Agreement. The Company and NTT entered into the NTT
Purchase Agreement on September 30, 1997, providing for NTT to make
the Strategic Equity Investment in two stages. At the First Closing,
which occurred on November 13, 1997, NTT, through NTTA&T, purchased
for $40 million a 5% member interest in Teligent, L.L.C. (calculated
as of the date of the NTT Purchase Agreement after giving pro forma
effect to the consummation of the FirstMark Acquisition and the
Additional Sponsor Equity Contributions, but before giving effect to
the consummation of the Equity Offering and the conversion of
existing equity incentive awards into stock options in connection with
the Reorganization, which as a result of the Reorganization was
converted into 2,313,360 shares of Series B-3 Common Stock). At the
Second Closing, which occurred on November 26, 1997, NTT, through
NTTA&T, purchased for $60 million 3,470,040 shares of Series B-3
Common Stock representing a 7.5% equity interest in the Company.
After giving effect to the Equity Offering, NTT's equity interest in
the Company became 11.0%.
Immediately prior to the consummation of the Equity Offerings,
the Company entered into a Stockholders Agreement with NTTA&T and the
other stockholders of the Company (other than the FirstMark Sole
Stockholder) as of such time, which provides for certain rights and
obligations with respect to the ownership and governance of the
Company. See "Item 13. Certain Relationships and Related
Transactions-Stockholders Agreement." The Stockholders Agreement
also provides for certain rights and obligations of the parties
thereto relating to the Company's compliance with the foreign
ownership restrictions under the Communications Act of 1934 and the
rules, regulations and decisions of the FCC.
Registration Rights Agreement. In connection with the Strategic
Equity Investment, Teligent and NTTA&T entered into a Registration
Rights Agreement (the "Registration Rights Agreement"). The
Registration Rights Agreement provides that NTTA&T may demand
registration (each, a "Demand Registration") of the shares of common
stock received by NTTA&T pursuant to the Reorganization ("NTT
Registrable Securities") at any time after the six month anniversary
after the consummation of the Equity Offering (subject to a maximum
of three Demand Registrations in total), provided such demand is (i)
made by holders of at least 20% of the outstanding NTT Registrable
Securities or (ii) with respect to NTT Registrable Securities the
aggregate offering price of which, net of underwriting discounts and
commissions, is not less than $20 million. Upon such request, the
Company is required to use its reasonable best efforts to register
under The Securities Act of 1933, as amended (the "Securities Act"),
subject to certain holdback periods, NTT Registrable Securities held
by the requesting holders and any other holders who desire to sell
common stock pursuant to such Demand Registration. In addition, the
Registration Rights Agreement provides that, subject to certain
limitations, holders of NTT Registrable Securities may participate in
any registration of common stock by the Company under the Securities
Act (other than on Form S-4 or S-8 under the Securities Act) (each, a
"Piggyback Registration). Holders of NTT Registrable Securities
also have the right, subject to certain holdback periods and other
limitations, after the six month anniversary of the consummation of
the Equity Offering to demand that the Company effect a registration
on Form S-3 under the Securities Act, if available, (a "Form S-3
Registration") of all or part of their NTT Registrable Securities, so
long as the anticipated aggregate offering price for such NTT
Registrable Securities is in excess of $10 million.
Under the Registration Rights Agreement, the Company is required
to pay all registration expenses (other than underwriting discounts
and commissions and fees and disbursements of counsel of the selling
stockholders) with respect to all required Demand Registrations and
Form S-3 Registrations and up to three Piggyback Registrations. Under
the Registration Rights Agreement, the Company is required to
indemnify the selling stockholders, and the Company may request as a
condition to effecting any registration indemnification from the
selling stockholders, against certain liabilities in respect of any
registration statement covered by the agreement. NTTA&T is permitted
under the Registration Rights Agreement to assign its rights
thereunder to any person to which it transfers no less than 20% of the
NTT Registrable Securities. The Registration Rights Agreement
terminates with respect to particular NTT Registrable Securities when
(i) a registration statement with respect to the sale of such
securities shall have become effective under the Securities Act and
such securities have been disposed of under such registration
statement, (ii) such securities have been transferred pursuant to Rule
144, (iii) such securities have been otherwise transferred or disposed
of, and new certificates therefor not bearing a legend restricting
further transfer shall have been delivered by the Company, and
subsequent transfer or disposition of them does not require
registration or qualification under the Securities Act or any similar
state law then in force, or (iv) such securities have ceased to be
outstanding.
Technical Services Agreement. Pursuant to the NTT Purchase
Agreement and in satisfaction of a condition to the First Closing, the
Company entered into a technical services agreement (the "TSA") with
NTT America, Inc., a wholly owned subsidiary of NTT ("NTT America"),
whereby NTT America will provide certain technical services to the
Company relating to network design and implementation. The term of the
TSA commenced on December 1, 1997, and terminates on the fifth
anniversary of the commencement date, unless extended or earlier
terminated as provided therein (the "Term"). After the initial five-
year period, the Term is automatically extended for additional one-
year periods unless either party gives notice of termination within
sixty days prior to the then applicable termination date. Under the
TSA, during the first two years of the Term (the "Initial Phase"),
the Company is required to pay NTT America a fee in the amount of $4
million per year. The TSA provides that the fees payable by the
Company to NTT America during each of the remaining three years of the
Term shall be negotiated annually based upon the scope of technical
services to be provided under an annual work plan (the "Work Plan")
to be prepared by the Company and NTT America. The parties have the
right to terminate the TSA in the event they cannot agree on any
annual Work Plan or the fees payable therefor.
THE FIRSTMARK ACQUISITION
In October 1997, pursuant to the Company's acquisition of
FirstMark, the Company acquired all of the stock of FirstMark for an
aggregate purchase price of approximately $10.5 million in cash and a
5% member interest in Teligent, L.L.C. FirstMark held licenses for
fixed wireless channels in the 24 GHz band (which were relocated from
the 18 GHz band) in the Los Angeles and San Francisco, CA and New
York, NY markets. See "Business - Government Regulation - Federal
Regulation - Transfer of Control of Wireless Licenses."
VENDOR FINANCING
The Company has entered into the Network Products Purchase
Agreement with Nortel for the purchase of certain telecommunications
system equipment, software and services to be purchased by the
Company. The Company has also entered into the Financing Commitment
Letter with Nortel setting forth the anticipated terms and conditions
under which Nortel will provide the Nortel Loans which will be used to
finance the purchase of the equipment and provide working capital. The
Financing Commitment Letter expires May 31, 1998. The Company is
currently negotiating a credit facility with a consortium of banks
under which the Company will finance all purchases made under the
Network Products Purchase Agreement. See "Management's Discussion
and Analysis of Financial Condition and Results of Operations."
EMPLOYEES
As of March 20, 1998, the Company had a total of 474 employees.
ITEM 2. PROPERTIES
Teligent's principal executive offices are located at Vienna,
Virginia and consist of approximately 75,000 square feet held under a
lease, which expires on March 1, 2002. The Company has entered into a
lease, expiring in 2008, for a network operating center consisting of
approximately 50,000 square feet of space located in Herndon, Virginia.
The Company will lease and has been leasing space in and around each
of its licensed areas that is necessary to house switches, other
equipment and personnel. The Company believes that these facilities
are adequate for its needs at the present time. See Note 10 to the
Financial Statements for additional information regarding future
minimum lease commitments.
ITEM 3. LEGAL PROCEEDINGS
Other than the license and regulatory proceedings described
under "Business - Government Regulation," the Company is not
currently a party to any legal proceedings, which, individually or in
the aggregate, the Company believes will have a material adverse
effect on the Company's financial condition or results of operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
During the fourth quarter of the fiscal year covered by this
Annual Report on Form 10-K, there were no matters submitted to a vote
of security holders through the solicitation of proxies or otherwise.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
Teligent has authorized two classes of Common Stock, Class A Common
Stock and Class B Common Stock. The Company's Class A Common Stock was
initially offered to the public on November 21, 1997 and is listed on
The Nasdaq Stock Market under the symbol "TGNT." Teligent's Class B
Common Stock, par value $.01 per share (the "Class B Common Stock"), is
not traded on any exchange. As of March 20, 1998, there were three
stockholders of record of the Class B Common Stock. The following table
sets forth for the periods indicated the high and low sales price
information of the Class A Common Stock as reported on The Nasdaq
National Market System. Such transactions reflect inter-dealer
quotations, without retail markup, markdown or commission and may not
necessarily represent actual transactions.
CLASS A
COMMON STOCK
------------
HIGH LOW
---- ---
November 21, 1997 to December 31, 1997 $27 $21 1/2
As of March 20, 1998, the last sale price of the Class A Common
Stock as reported on The Nasdaq National Market was $33.00 per share.
As of March 20, 1998 there were 111 record holders of Teligent's Class
A Common Stock, which number does not include stockholders who
beneficially own shares held in street name by brokers.
Teligent has not paid any cash dividends on its Common Stock in
the past and does not anticipate paying any cash dividends on its Common
Stock in the foreseeable future. The terms of the indentures relating
to the Company's 11 1/2% Senior Notes due 2007 and the Company's 11 1/2%
Discount Notes due 2008 restrict the ability of the Company to pay
dividends on Common Stock, as further described in Management's
Discussion and Analysis of Financial Condition and Results of
Operations, as well as in Note 13 to the Company's Financial Statements
included in Item 14 elsewhere in this Annual Report on Form 10-K.
On November 21, 1997, the Commission declared effective the
Company's Registration Statement on Form S-1 (Registration No. 333-37381)
relating to the Equity Offering, pursuant to an Underwriting Agreement
dated November 20, 1997 (the "Underwriting Agreement") between Teligent
and Merrill Lynch & Co., Salomon Brothers Inc., Bear Stearns & Co. Inc.
and Goldman, Sachs & Co., as representatives of the Underwriters named
therein (the "Underwriters"). The Equity Offering was consummated on
November 26, 1997. The shares of Class A Common Stock were offered to
the public at $21.50 per share or an aggregate offering price of $136.0
million. Proceeds to the Company, after deducting underwriting discounts
and commissions but before deducting expenses estimated at $1.5 million,
was $125.7 million. The expenses incurred in connection with the
offering were attributable to legal and accounting fees, printing costs
and other filing and offering costs. The Company has used the proceeds
of the Equity Offering, together with proceeds from the Senior Notes
Offering, to fund capital expenditures and general working capital
requirements.
On February 20, 1998, the Company completed an offering (the
"Discounted Notes Offering") pursuant to Rule 144A under the Securities
Act, of $440 million 11 1/2% Senior Discount Notes due 2008 (the "Discount
Notes"). The Discount Notes carry zero-coupon interest until March 1,
2003, after which the Discount Notes pay interest at 11 1/2% payable March
1 and September 1 through March 1, 2008. The Discount Notes were sold at
an aggregate price of $250.7 million, and the Company received
approximately $243.1 million net proceeds, after deductions for offering
expenses. The Discount Notes were purchased by Merrill Lynch, Pierce,
Fenner & Smith Incorporated; Goldman, Sachs & Co.; Salomon Brothers Inc.;
and TD Securities USA Inc.
ITEM 6. SELECTED FINANCIAL DATA
The selected financial data presented below as of December 31,
1997 and 1996 and for the year ended December 31, 1997 and the periods
from March 5, 1996 (date of inception) to December 31, 1997 and 1996
were derived from the Company's audited financial statements and should
be read in conjunction with "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and the Company's audited
financial statements and the related notes thereto, included elsewhere in
this Annual Report on Form 10-K.
March 5, 1996
Year Ended (date of inception) to
December 31, December 31,
------------ ------------
1997 1997 1996
---- ---- ----
(in thousands, except share and per share data)
Statement of Operations Data:
Revenues $ 3,311 $ 4,697 $ 1,386
Cost and expenses:
Cost of services 4,785 6,410 1,625
Sales, general and administrative 43,466 53,048 9,583
Stock-based compensation 84,043 86,821 2,778
Depreciation and amortization 6,454 6,618 164
------- ------- ------
Total costs and expenses 138,748 152,897 14,150
------- ------- ------
Operating loss (135,437) (148,200) (12,764)
Interest and other income 3,242 3,252 10
Interest expense (5,859) (6,739) (879)
------- ------- ------
Net loss $ (138,054) $ (151,687) $ (13,633)
======= ======= ======
Other Data:
Net loss per share outstanding $ (2.94) $ (3.25) $ (0.29)
Weighted average common
shares outstanding 46,950,860 46,638,160 46,257,709
Modified EBITDA (1) $ (41,940) $ (50,762) $ (8,822)
Cash used in operating
activities (34,428) (40,474) (6,047)
Cash used in investing
activities (114,587) (118,296) (3,709)
Cash provided by financing
activities 572,613 583,671 11,058
December 31,
------------
1997 1996
---- ----
(in thousands)
Balance Sheet Data:
Cash and cash equivalents $ 424,901 $ 1,303
Working capital (deficit) 441,316 (6,978)
Property and equipment, net 8,186 3,545
Total assets 596,380 5,145
Long-term debt, less current portion 300,000 --
Stockholders' equity (deficit) 274,146 (3,575)
(1) Modified EBITDA consists of earnings before interest, taxes,
depreciation, amortization, non-cash charges for stock-based
compensation and for the amortization of notes receivable from
Executive. While not a measure under generally accepted accounting
principles ("GAAP"), EBITDA (earnings before interest, taxes,
depreciation and amortization) is a measure commonly used in the
telecommunications industry and is presented to assist in understanding
the Company's operating results. Although EBITDA should not be construed
as a substitute for operating income determined in accordance with GAAP,
it is included herein to provide additional information with respect to
the ability of the Company to meet future debt service, capital
expenditures and working capital requirements. See the Financial
Statements and the notes thereto. As all companies and analysts do not
calculate these non-GAAP measurements in the same manner, the amount may
not be comparable to other calculations.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Except for any historical information contained herein, the
matters discussed in this Annual Report on Form 10-K contain certain
"forward-looking statements" within the meaning of Section 21E of the
Securities Exchange Act of 1934, as amended. Such forward-looking
statements involve known and unknown risks, uncertainties and other
factors including, but not limited to, economic, key employee,
competitive, governmental and technological factors affecting the
Company's growth, operations, markets, products, services, licenses and
other factors discussed in the Company's other filings with the
Securities and Exchange Commission. These factors may cause the actual
results, performance or achievements of the Company, or industry
results, to be materially different from any future results,
performance or achievements expressed or implied by such
forward-looking statements. Given these uncertainties, prospective
investors are cautioned not to place undue reliance on such forward-
looking statements.
GENERAL
The following discussion and analysis is based upon the financial
statements of the Company from its inception on March 5, 1996 to
December 31, 1997 and should be read in conjunction with the Financial
Statements and notes thereto contained elsewhere in this Annual Report
on Form 10-K.
OVERVIEW
Teligent intends to capitalize on a convergence of technological,
regulatory and market developments to capture revenues in the estimated
$110 billion business telecommunications market. Teligent's goal is to
be a premier facilities-based provider of telecommunications solutions
to small and medium-sized businesses. The Company intends to provide
cost-effective, high bandwidth connectivity in order to offer an integrated
package of local and long distance telephone service, high-speed data
connectivity, Internet access and videoconferencing.
The Company's business commenced on March 5, 1996, and the
Company has generated only nominal revenues from operations to date.
Prior to the transfer by MSI and DSC of their fixed wireless licenses
to the Company in October 1997, revenues and cash flows associated
with customers using the fixed wireless licenses were accounted for by
MSI and DSC. Accordingly, Teligent's historic revenues principally
reflect certain management and administration services to MSI and DSC
in connection with the development, construction and operation of
their 18 GHz and subsequently 24 GHz fixed wireless networks. The
Company's primary activities have focused on the acquisition of
licenses and authorizations, the acquisition of building access
rights, the hiring of management and other key personnel, the raising
of capital, the acquisition of equipment, the development of operating
systems and the negotiation of interconnection agreements.
The Company has experienced significant operating and net
losses and negative operating cash flow to date and expects to
continue to experience operating and net losses and negative operating
cash flow until such time as it develops a revenue-generating customer
base sufficient to fund operating expenses. After the Company
initiates service in a significant number of markets, the Company
expects to achieve positive operating margins over time by increasing
the number of revenue-generating customers and providing additional
capacity for its customers without significantly increasing related
capital expenditures, costs of building access rights and other
operating costs. Over time, the Company believes that its cost
structure will be further enhanced as the majority of its network
deployment costs will consist of electronics, which tend to decline in
price through time as economies of scale are achieved. The Company
expects that operating and net losses and negative operating cash flow
will increase significantly as the Company implements its growth
strategy. See "--Liquidity and Capital Resources."
FACTORS AFFECTING FUTURE OPERATIONS
The Company's primary activities to date have focused on the
Acquisition of licenses and authorizations, the acquisition of building
access rights, the hiring of management and other key personnel, the
raising of capital, the acquisition of equipment, the development of
operating systems and the negotiating of interconnection agreements.
The Company's ability to provide commercial service on a widespread basis
and to generate revenues and positive operating cash flow will depend
on its ability to, among other things, (i) develop its operational and
support systems, (ii) acquire appropriate building access for its
operations, (iii) obtain state authorizations to operate as a CLEC and
an IXC in its market areas and any other required local authorizations,
(iv) commercialize its 24 GHz point-to-multipoint technology on a market-
by-market basis, (v) attract and retain an adequate customer base,
(vi) raise additional capital, (vii) attract personnel and (viii) enter
into an implement interconnection agreements with ILECs. Given the
Company's limited operating history, there can be no assurance that it
will be able to achieve these goals, generate sufficient revenues to make
principal and interest payments on its indebtedness, or compete successfully
in the telecommunications industry.
Although fixed wireless point-to-point technology has been in use
for a significant period of time, two-way point-to-multipoint technology
has only been deployed on a limited basis, and not at the 24 GHz frequency
(other than in connection with the Company's trial locations). The Company
has selected point-to-multipoint technology because the Company believes it
will offer several advantages over other technologies. However, the
Company's point-to-multipoint technology has not been tested on a commercial
basis and may not perform as expected or provide the advantages expected by
the Company.
REVENUES
Target Market and Penetration. Teligent's wireless licenses
cover approximately 3.7 million U.S. businesses and 26.7 million
business lines in 74 of the most populous U.S. metropolitan market
areas. The Company intends to focus its marketing efforts on small and
medium-sized businesses with 5 to 350 telephone lines. Teligent's
market research indicates that a significant portion of its target
customer base is currently dissatisfied with its ILEC service. To
address this market opportunity, Teligent plans to initially focus its
sales efforts on business customers whose needs are not well served by
fiber-based services and whose bandwidth needs are not adequately met
by copper-based services.
The Company has compiled geographic databases of commercial
buildings, business establishments and multi-tenant units. These
databases will be used to optimize network deployment as well as
target sales and marketing efforts in order to maximize capital
efficiency. In addition, by using this data, the Company plans to
measure its performance by market segment as it grows and then use
this analysis to optimize deployment of its network in the future.
Service Offering. Teligent initially intends to derive the
majority of its revenues from local switched voice and data
communications services directly provided to end user customers.
Teligent also intends to offer an integrated package of local and long
distance telephone services, value-added services, high speed data
connectivity, Internet access and videoconferencing. As a result of
regulatory constraints, local and long distance services have
historically been purchased separately. Due to changes in the
regulatory environment, the Company believes business customers will
increasingly seek to purchase local and long distance service from the
same provider. Where economically attractive, the Company may also
enter into arrangements through which other carriers could resell
Teligent's services to their own customers.
Pricing. Teligent's pricing structures will vary according to
service. Switched voice service revenues will typically consist of two
types of charges: a fixed charge for access to the network and
additional charges based on actual usage. Data service revenues will
more commonly consist solely of fixed charges as the result of the
current industry practice of providing service on a dedicated basis.
In the future, the Company believes that its wireless local networks
will be able to offer advanced functions, which would enable data
services to be provided on an as-needed basis instead of on a
dedicated basis. As a result, Teligent expects to be able to price its
data services on a usage basis, which may prove more economical and
attractive to potential customers than dedicated pricing, enabling
Teligent to differentiate itself in the marketplace.
As a new market entrant, Teligent's strategy will be to price its
services competitively to gain market share early. For switched voice
services and other services already provided by the ILEC, the Company
expects to price at a discount. For certain data and bandwidth-
intensive services that may not be provided by competitors or for
which there may exist an underserved market demand, the Company may be
able to price its services at a premium. The Company anticipates that
some ILECs may reduce their prices as increased competition begins to
erode their market share. The Company believes that it will be able to
remain competitive if market prices decline because of its lower
expected network cost. The Company also expects to price its bundled
long distance service at a discount to market prices as a further
incentive to attract potential customers and to broaden its revenue
base.
Churn. Similar to other telecommunications providers, the
Company expects to encounter customer churn as its customer base
grows. The Company believes that it will be able to mitigate churn
through its competitive pricing, ability to provide last mile local
loop service through its own networks, which will enhance its ability
to ensure high quality service by minimizing its reliance on the ILEC
for maintenance or equipment upgrades, and its bundled service
offering. In the event of customer churn, the Company's customer
premise equipment will be able to be redeployed at other customer
premises thereby reducing the risk of stranded assets.
NETWORK RELATED COSTS
In addition to the capital expenditures described below,
additional costs are required to operate and maintain the networks,
including: real estate leases for switching centers, base station
sites and customer sites; preparation, installation, operation and
maintenance of switching centers, base station sites and individual
customer radio links, as well as customer premise equipment; leasing
of backhaul facilities between base station sites and switching
centers; network operation center facility expense; the cost to
interconnect and terminate traffic with other network providers;
software licensing fees; and network design and base station
configuration planning.
Site Leases. Site lease costs, particularly customer rooftop
lease costs, may represent a substantial ongoing operating expense.
Teligent has developed a detailed strategy to minimize these costs.
First, as part of its sales strategy, the Company will focus its
marketing efforts in targeted buildings where site leases are being or
have already been acquired. Multiple customers located in the same
building can therefore share a single rooftop antenna, as opposed to
having individual customers dispersed across multiple buildings, each
of which would require an individual antenna and a rooftop lease.
Second, Teligent is exploring alternative approaches to building
access.
Base Station Sites. Base station sites will primarily be
located on rooftops of existing buildings. The Company anticipates
that it will be able to utilize existing structures more frequently
than PCS and cellular providers, which cover areas that Teligent does
not intend to prioritize, such as highways and residential streets,
where there may be a lack of suitable existing structures. Rather, the
Company expects that most of its target customers will be located in
business districts which contain existing commercial buildings
suitable for base station sites, thereby minimizing site construction
costs.
Installation and Maintenance. The Company will require a
significant number of network installation and maintenance personnel
for each market. As the Company's customer base grows, so will its
utilization of switching centers, the base station to switch transport
network and base station sites, all of which require regular
maintenance. While certain customer premise maintenance will be simple
enough for customers to perform themselves, Company technicians will
still be required to perform customer site maintenance and service
changes.
Base Station to Switch Transport. Traffic between base station
sites and the Company's switching centers will be carried over a
combination of Company-owned wireless microwave links as well as
hybrid fiber optic transmission facilities, where appropriate.
Additionally, as customers are added and the base station to switch
transport capacity requirements increase, some of the wireless links
initially deployed may be replaced with additional fiber-based
facilities. In such cases, the wireless equipment may be redeployed
elsewhere in the network, in order to reduce stranded assets.
Interconnection Costs. Because the vast majority of local
telecommunications users are currently served by ILECs, local calls
originating on Teligent's network will most likely be to other parties
served by an ILEC. In such cases, Teligent will be required to pay
interconnection fees to connect calls to subscribers on the ILEC's
network. Additionally, the Company expects to lease capacity from
other network providers to carry much of its long distance and
Internet traffic. As a facilities-based local access provider,
Teligent will earn access charges for long distance services it
provides to local customers on its network, thereby significantly
enhancing its operating margins. The Company believes that this will
become an added competitive advantage as it expands its revenue base
by providing an increasing portion of long distance services.
COST OF OPERATIONS
Teligent will incur operating costs common to all
telecommunications providers including customer service and technical
support, information systems, billing and collections, general
management and overhead expense, office leases, bad debt expense and
administrative functions. Those functional areas driven by headcount,
such as customer service, will increase gradually as required by
customer demand. Other areas, particularly information and billing
systems, may require significant upfront capital expenditures and
operating costs to the extent that the Company purchases or creates
its own infrastructure. Because Teligent lacks any legacy systems,
the Company believes that it has the opportunity to develop systems
that provide greater functionality and flexibility than many existing
operators.
The Company's experienced management team has demonstrated past
success in building and managing each of these functional areas.
Company management is currently designing, developing and hiring the
necessary staff for all of its operational departments. Management
anticipates that centralized staff and operations will decrease as a
portion of the Company's operating expenses over time. As the Company
commercializes more markets and the customer base grows, the number of
market-specific workers is expected to grow to represent the majority
of the Company's employees. However, certain functions such as
customer service call centers, network operations monitoring and
billing and site planning are likely to remain centralized in order to
achieve economies of scale.
The success of the Company depends, in large part, upon the
continuing contributions of its key technical, marketing, sales and
management personnel. The Company's future success is also dependent
upon its continuing ability to attract and retain other highly
qualified personnel. Competition for such personnel is intense,
and the Company's inability to attract and retain additional key
employees could have a material adverse effect on the Company's business,
financial condition and results of operations. There can be no assurance
that such key personnel will continue to be employed by the Company or
that the Company will be able to attract and retain qualified personnel
in the future.
Sales and Marketing Costs. Teligent intends to employ a
significant direct sales force to focus on the end user. The
salespeople will have performance incentives through a structure that
will link a significant portion of each person's compensation to the
actual revenue produced by that individual. Particularly in the first
few years, the sales force will target the specific geographic areas
covered by newly constructed base station sites. As the network's
geographic coverage expands, Teligent expects it will broaden its
marketing and advertising activities. In addition, to enhance
profitability and maximize benefits of network architecture,
salespeople will be encouraged to maximize penetration in "on net"
buildings that already have installed CPE. The Company also intends to
use alternate or indirect channels of distribution, including a sales
agent program.
Software and Development Costs. The Company expects to incur
significant costs for rights to the software used within the wireless
local loop, switching and network management portions of its network.
The Company will incur significant software-related costs as it builds
and maintains its advanced information systems to support functions
such as billing and customer care.
Stock-based Compensation. The Company granted Company
Appreciation Rights ("CARs") to Alex Mandl and Appreciation Units to
employees and directors (collectively "Equity Awards"). See note 4
to the financial statements, "Stock-based Compensation." These
Equity Awards were considered to be variable awards due to certain
provisions thereof, and therefore gave rise to compensation expense.
In connection with the Offerings, the Equity Awards were converted,
effective as of the consummation of the Offerings, into stock options
of Teligent, Inc. having the same vesting schedule, vesting rights and
term as the applicable Equity Award converted. This conversion
created a measurement date whereby the variable Equity Awards were
converted to nonvariable stock options. The intrinsic value of the
Equity Awards upon conversion to stock options resulted in non-cash
compensation expense of $186.3 million, of which $84.0 million and
$2.8 million were recorded in 1997 and 1996, respectively, and
additional non-cash expense of up to $99.5 million will be expensed
over the remaining vesting period of the options as follows: $25.2 million
per year through 2000, $21.4 million in 2001, and $2.5 million in 2002.
DEPRECIATION AND AMORTIZATION
The Company depreciates and amortizes its property and equipment
using the straight line method over the estimated useful life of the
assets ranging from five to ten years for equipment and the lesser of
the life of the asset or the lease term for leasehold improvements.
FCC licenses are amortized over fifteen years.
The Company uses certain property and equipment to provide
service to customers on an 18 GHz frequency. However, the Company's
future business plans are to deploy a 24 GHz frequency network in its
capacity as a telecommunications provider. As such, the Company has
recorded, as a component of depreciation expense in 1997, an
impairment loss of $5.0 million, which represents the difference
between the net book value of the assets prior to the impairment loss
and the estimated future cash flows to be derived by the assets.
CAPITAL EXPENDITURES
The Company's principal capital expenditure requirements involve
the purchase and installation of CPE, base stations, network switches
and switch electronics and network operations center expenditures.
Customer Premise Equipment. The purchase and installation of CPE
is the largest single capital expense component in Teligent's business
plan, and represents a success-based capital expenditure. Success-
based capital expenditures afford Teligent greater flexibility in its
business plan and reduce the risk of deploying equipment and capital
which are not associated with customers and revenues. While a certain
amount of equipment must initially be installed at each base station,
the majority of the equipment (and cost) will depend upon the number
of customers acquired. As more customers are loaded onto a given base
station area, the initial base station equipment will be augmented
with additional sectors, radios, antennas and modems to meet customer
demand.
The Company's CPE costs include an integrated radio/antenna unit,
modem(s), power supply, multiplexer and router equipment, line
interface cards, and cables and installation materials. Portions of
the CPE costs can also be shared among multiple customers in the same
building, thereby reducing the capital expenditures required per
customer. In addition, in the event of customer churn, the Company's
CPE can be redeployed at other customer premises thereby reducing
stranded assets.
Base Station Site. A base station will be able to serve
customers within a 360-degree coverage area, subject to lines of
sight. Teligent expects its average coverage radius will be
approximately three miles (five kilometers), depending on local
conditions. A base station will typically comprise four to eight
sectors, each of which cover a radial section of the service area
depending on coverage and capacity requirements. Each sector requires
one or more radio/antenna units and modems, depending on the system
deployed. Construction costs per base station are typically higher
than are construction costs per customer site. The Company expects
that its sites will typically be built on top of buildings as opposed
to towers constructed by the Company.
Base Station to Switch Transport. Teligent will transport
traffic between its base stations and switching sites. To the extent
the Company uses wireless transport rather than leased fiber, it will
incur capital expenditures as opposed to operating costs.
Switching. Switching costs include traditional circuit-based
switches, line cards for interfacing with the backhaul networks and
with the networks of other carriers, packet- and cell-based switching
systems, such as ATM and Frame Relay switches, power systems, and
environmental maintenance equipment. The Company expects to eventually
deploy a switch in each of its markets and thereafter will be able to
add increased switching capacity by adding more ports to each existing
switch. Accordingly, the cost structure for switches is expected to
have both a fixed and variable cost component.
BUSINESS DEVELOPMENT, CAPITAL EXPENDITURES AND ACQUISITIONS
From inception through December 31, 1997, expenditures for
property and equipment total $13.7 million. In addition, the Company
has incurred significant other costs and expenses in the development
of its business and has recorded cumulative losses from inception
through December 31, 1997 of approximately $151.7 million. This amount
includes $86.8 million of non-cash compensation, consisting of
expenses associated with the Equity Awards. In October 1997, the
Company consummated its acquisition of FirstMark, whereby it acquired
all of the capital stock of FirstMark, which holds additional FCC
authorizations and licenses, for an aggregate purchase price (before
related expenses) of approximately $42 million which consisted of
$10.5 million in cash and a 5% member interest in the predecessor to
the Company, Teligent, L.L.C (which such member interest was
subsequently converted to 1,831,410 shares of Class A Common Stock in
the Company as a result of the Merger.) The Company may, when and if
the opportunity arises, acquire other spectrum rights or related
businesses, incur expenses in the development of new technologies and
expand its fixed wireless broadband services into new market areas.
YEAR 2000
While the Year 2000 considerations are not expected to materially
impact the Company's internal operations, they may have an effect on some
of the Company's customers and suppliers, and thus indirectly affect
the Company. It is not possible to quantify the aggregate cost to the
Company with respect to customers and suppliers with Year 2000 problems,
although the Company does not anticipate it will have a material adverse
impact on its business.
RESULTS OF OPERATIONS
Prior to the transfer by MSI and DSC of their fixed wireless
licenses to the Company, revenues and cash flows associated with
customers using the fixed wireless licenses were accounted for by MSI
and DSC. Accordingly, the Company's historic revenues principally
reflect certain management and administration services to MSI and DSC
in connection with the development, construction and operation of
their 18 GHz and subsequently 24 GHz fixed wireless networks.
Additionally, Teligent has been or will be reimbursed by MSI and DSC
for the cost of certain services provided by Teligent prior to the
transfer by MSI and DSC of their fixed wireless licenses to Teligent,
in connection with the construction and operation of the fixed
wireless links related to the 18 GHz and 24 GHz licenses. During the
fourth quarter, the fixed wireless licenses previously owned by MSI
and DSC were contributed to the Company, and the management service
arrangements related to these licenses ended.
TWELVE MONTHS ENDED DECEMBER 31, 1997 COMPARED TO THE PERIOD MARCH 5, 1996
(INCEPTION) TO DECEMBER 31, 1996
For the twelve months ended December 31, 1997, the Company
generated revenues of approximately $3.3 million principally from
services provided to MSI and DSC, including $2.7 million of management
and other services primarily provided to MSI and DSC, and $0.6 million
from equipment leases.
For the period March 5, 1996 (inception) to December 31, 1996,
the Company generated revenues of $1.4 million principally from
services provided to MSI and DSC, including $1.2 million of management
and other services primarily provided to MSI and DSC, and $0.2 million
from equipment leases.
For the year ended December 31, 1997, the Company incurred
operating expenses (other than interest expense) of approximately
$138.7 million, including $4.8 million relating to the cost of
services, $43.5 million of sales, general and administrative expenses,
primarily due to payroll and consulting costs relating to the ,
commencement of operations of the Company, and $84.0 million of non-
cash expense associated with the Equity Awards. Interest expense for 1997
was $5.9 million, due to borrowings under a Revolving Credit Agreement
(terminated in November 1997) and a $300 million public debt offering
which occurred in November 1997. Interest and other income for 1997
was $3.2 million, primarily as a result of interest earned on cash and
investments. Depreciation and amortization for 1997 was $6.5 million
due to higher capital expenditures, an impairment loss included in
depreciation of $5.0 million and amortization of intangibles acquired
in the year.
For the period March 5, 1996 (inception) to December 31, 1996,
the Company incurred operating expenses (other than interest expense)
of approximately $14.1 million, including $1.6 million relating to the
cost of services and $9.6 million of sales, general and
administrative expenses, primarily due to payroll and consulting costs
relating to the commencement of operations of the Company, and
$2.8 million of non-cash expense associated with the Equity Awards.
Interest expense for the period ending December 31, 1996 was
$0.9 million, primarily due to the loan structuring fee for a certain
Revolving Credit Agreement, which such Revolving Credit Agreement was
subsequently terminated by the Company in November 1997. The
Company expects to generate significant operating and net losses for
the next several years.
LIQUIDITY AND CAPITAL RESOURCES
Unlike other new wireless entrants that have expended
considerable capital to acquire licenses, the majority of Teligent's
licensed spectrum was contributed by MSI and DSC, and Teligent has no
outstanding liabilities for license purchases. The development of the
Company's business and deployment of its services and systems will
require significant capital to fund capital expenditures, working
capital, debt service and operating losses. The Company's principal
capital expenditure requirements involve the purchase and installation
of CPE, base stations, network switches and switch electronics and
network operations center expenditures and information systems,
platforms and interface. The Company intends to offer its integrated
package of services in at least 10 market areas by the end of 1998 and
30 by the end of 1999, and subsequently in all of its 74 currently
licensed market areas. Based on the Company's current business plan,
the Company anticipates its existing cash balances, together with the
Vendor Financing and proceeds from its Discount Notes Offering, each
as defined below, will be sufficient to fund the Company's capital
requirements through December 2000. Actual capital requirements may
vary based upon the timing and success of the Company's roll-out. If
demand for the Company's services is lower than expected, the Company
expects to be able to reduce demand-driven capital expenditures such
as CPE and switch electronics. If the Company accelerates
implementation of its network roll-out, the Company may be required to
obtain additional financing earlier than anticipated.
The Company expects that its capital requirements after December
2000 will require it to obtain additional financing, which may include
commercial bank borrowings, additional vendor financing or the sale or
issuance of equity and debt securities either through one or more
offerings or to one or more strategic investors. There can be no
assurance that the Company will be successful in raising sufficient
additional capital at all or on terms acceptable to the Company.
Because the Company's cost of rolling-out its networks and
operating its business, as well as the Company's revenues, will depend
on a variety of factors (including the ability of the Company to meet
its roll-out schedules, the ability of the Company to negotiate
favorable prices for purchases of network equipment, the number of
customers and the services for which they subscribe, the nature and
penetration of new services that may be offered by the Company,
regulatory changes and changes in technology), actual costs and
revenues will vary from expected amounts, possibly to a material
degree, and such variations are likely to affect the Company's future
capital requirements. Accordingly, there can be no assurance that the
Company's actual capital requirements will not exceed the anticipated
amounts described above. Further, the exact amount of the Company's
future capital requirements will depend upon many factors, including
the cost of the development of its networks in each of its markets,
the extent of competition and pricing of telecommunications services
in its markets, the acceptance of the Company's services and the
development of new products.
INITIAL PUBLIC COMMON STOCK OFFERING
In November 1997, the Company completed an initial public
offering of 6,325,000 shares of Common Stock at $21.50 per share,
raising approximately $125.7 million of net proceeds, after deducting
approximately $10.3 million of offering expenses.
PUBLIC DEBT OFFERING
In November 1997, the Company issued $300 million of 11 1/2%
Senior Notes due 2007 (the "Senior Notes".) The Company used
approximately $93.9 million of the net proceeds of this offering to
purchase a portfolio of U.S. Treasury securities which are classified
as restricted cash and investments on the balance sheet, and have been
pledged as collateral for the payment of interest on the Senior Notes
through December 1, 2000. Interest on the Senior Notes accrues at a
rate of 11 1/2% per annum and is payable semi-annually on June 1 and
December 1, commencing June 1, 1998.
DISCOUNT NOTES OFFERING
On February 20, 1998, the Company completed an offering (the
"Discount Notes Offering") of $440 million 11 1/2% Senior Discount
Notes due 2008 (the "Discount Notes"). The Discount Notes carry
zero-coupon interest until March 1, 2003, after which the Discount
Notes pay interest at 11 1/2% per annum payable March 1 and September 1,
through March 1, 2008. The Company received approximately
$243.1 million net proceeds from the Discount Notes Offering, after
deductions for offering expenses of approximately $7.6 million.
VENDOR FINANCING
Teligent has the ability to source key network components from a
number of equipment vendors. Unlike many cellular and PCS networks,
fixed wireless networks can be constructed using equipment from
different manufacturers because customers do not roam between base
stations. Teligent believes that the flexibility provided by vendor
diversity will assist in ensuring an adequate and prompt supply of
equipment at attractive prices.
The Company has entered into the Network Products Purchase
Agreement with Nortel for the purchase of certain telecommunications
system equipment, software and services (collectively, the
"Deliverables"). The Company has also entered into a commitment
letter with Nortel setting forth the anticipated terms and conditions
under which Nortel will provide loans in an aggregate amount of up to
$780 million (the "Nortel Loans") which will be used to finance the
purchase of the Deliverables and provide working capital (the
"Financing Commitment Letter"). The Financing Commitment Letter
expires May 31, 1998 and the Company is currently negotiating a new
credit facility with a consortium of banks under which the Company
will finance all purchases made under the Network Products Purchase
Agreement. The purchase and sale of certain Deliverables from Nortel
has commenced in advance of the signing of this agreement.
HISTORICAL CASH FLOWS
To develop its networks, the Company has relied upon several
sources for its cash flow. The Company received cumulative cash
contributions of approximately $70.4 million from MSI and DSC. MSI and
DSC also lent $15.0 million to Alex J. Mandl in connection with his
employment by the Company for the Company's benefit. The Company used
$42.5 million of the Additional Sponsor Cash Contributions to repay
the outstanding balance of the Revolving Credit Agreement. In
November 1997, the Company received net proceeds of cash contributions
totaling $99.0 million (net of transaction expenses) from NTT pursuant
to a Securities Purchase Agreement, and the Company received an
additional $414.3 million of net proceeds from its public debt and
equity offerings. The Company used $93.9 million of the net proceeds
from the debt offering to purchase a portfolio of U.S. Treasury
Securities, pledged as collateral for the payment of interest on the
Senior Notes through December 1, 2000.
From inception through December 31, 1997, the Company used $40.5
million of cash in its operating activities and $118.3 million of cash
in its investing activities. At December 31, 1997, the Company had
working capital of $441.3 million and cash (including cash
equivalents) of $424.9 million, as compared to a working capital
deficit of $7.0 million and cash of $1.3 million at December 31, 1996.
The increase in working capital from December 31, 1996 to December 31,
1997 is primarily a result of the sponsor cash contributions and the
Offerings. The buildout of the Company's networks and the marketing
of its services will require significant capital and operating
expenditures.
The Company's total assets increased from $5.1 million as of
December 31, 1996 to $596.4 million at December 31, 1997, due
primarily to cash from the Additional Sponsor Cash Contributions and
the Offerings. Property and equipment, net of accumulated
depreciation, comprised $3.5 million of total assets at December 31,
1996, and $8.2 million at December 31, 1997.
The Company used cash in operations of $6.0 million for the
period March 5, 1996 (date of inception) through December 31, 1996,
primarily due to the loss from operations for the period offset by the
current liabilities at December 31, 1996. For the year ended December
31, 1997 the Company used cash in operations of $34.4 million, due
primarily to the operating loss for the period offset by non-cash
stock-based compensation and current liabilities at December 31, 1997
The Company used cash in investing activities of $3.7 million for
the period March 5, 1996 (date of inception) to December 31, 1996
relating to the purchase of property and equipment. For the year ended
December 31, 1997, the Company used $114.6 million in investing
activities, consisting primarily of $10.0 million relating to the
purchase of property and equipment, $10.5 million of payments relating
to the acquisition of FirstMark and $93.9 million related to the
purchase of U.S. Treasury securities which are pledged as collateral
for the payment of interest on the Senior Notes through December 1,
2000.
The Company's cash flows provided by financing activities for the
period March 5, 1996 (date of inception) to December 31, 1996 were
$11.1 million, consisting of cash capital contributions from MSI and
DSC of $9.1 million, and borrowings under the Revolving Credit
Agreement of $2.0 million. Cash flows provided by financing activities
for the year ended December 31, 1997 amounted to $572.6 million,
consisting primarily of $160.3 million of capital contributions from
MSI, DSC and NTT, and $414.3 million of net proceeds from the Equity
Offering and the offering of the Senior Notes, after costs of $21.7
million.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Company's financial statements and supplementary data,
together with the report of the independent auditor, are included or
incorporated by reference elsewhere herein. Reference is made to the
"Index to Financial Statements and Financial Statement Schedule"
following the signature pages hereto.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by this Item is incorporated herein by
reference to the Company's definitive proxy statement for the
Company's 1998 Annual Meeting of Stockholders. If the registrant does
not file a definitive proxy statement with the SEC on or before April
30, 1998, the registrant will, on or before April 30, 1998, file an
amendment to this Form 10-K containing the Part III information.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item is incorporated herein by
reference to the Company's definitive proxy statement for the
Company's 1998 Annual Meeting of Stockholders. If the registrant does
not file a definitive proxy statement with the SEC on or before April
30, 1998, the registrant will, on or before April 30, 1998, file an
amendment to this Form 10-K containing the Part III information.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this Item is incorporated herein by
reference to the Company's definitive proxy statement for the
Company's 1998 Annual Meeting of Stockholders. If the registrant does
not file a definitive proxy statement with the SEC on or before April
30, 1998, the registrant will, on or before April 30, 1998, file an
amendment to this Form 10-K containing the Part III information.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this Item is incorporated herein by
reference to the Company's definitive proxy statement for the
Company's 1998 Annual Meeting of Stockholders. If the registrant does
not file a definitive proxy statement with the SEC on or before April
30, 1998, the registrant will, on or before April 30, 1998, file an
amendment to this Form 10-K containing the Part III information.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM
8-K
(a) The following documents are filed as part of this report:
(1) Financial Statements
Balance Sheets, December 31, 1997 and 1996
Statements of Operations for the year ended December 31,
1997 and the periods from March 5, 1996 (date of inception) to
December 31, 1997 and 1996
Statements of Stockholders' Equity (Deficit) for the period from
March 5, 1996 (date of inception) to December 31, 1997
Statements of Cash Flows for the year ended December 31,
1997 and the periods from March 5, 1996 (date of inception)
to December 31, 1997 and 1996
Notes to Financial Statements
(2) Financial Statement Schedules
All schedules are omitted because they are not applicable or not
required or because the required information is incorporated
herein by reference or included in the financial statements or
notes thereto included elsewhere in this report.
(b) Reports on Form 8-K.
No reports on Form 8-K were filed during the fourth quarter of
1997.
(c) Exhibits. The following exhibits are filed as a part of this
Annual Report on Form 10-K:
3.1 Form of Certificate of Incorporation of Registrant, filed as Exhibit 3.1
to the Company's Registration Statement on Form S-1 (Registration
No. 333-37381), dated November 26, 1997, and incorporated herein by
reference.
3.2 Form of By-laws of Registrant , filed as Exhibit 3.2 to the Company's
Registration Statement on Form S-1 (Registration No. 333-37381),
dated November 26, 1997, and incorporated herein by reference.
4.1 Form of Stockholders Agreement, filed as Exhibit 4.1 to the Company's
Registration Statement on Form S-1 (Registration No. 333-37381),
dated November 26, 1997, and incorporated herein by reference.
4.2 Form of Indenture between the Registrant, as issuer, and First Union
National Bank, as Trustee, relating to Registrant's Senior Notes due
2007, including form of Note, filed as Exhibit 4.2 to the Company's
Registration Statement on Form S-1 (Registration No. 333-37381),
dated November 26, 1997, and incorporated herein by reference.
4.3 Form of Pledge Agreement between Registrant, as issuer, and First
Union National Bank, as Escrow Agent, relating to Registrant's
Senior Notes due 2007, filed as Exhibit 4.3 to the Company's
Registration Statement on Form S-1 (Registration No. 333-37381),
dated November 26, 1997, and incorporated herein by reference.
4.4 Form of Indenture between the Registrant, as issuer, and First Union
National Bank, as Trustee, relating to Registrant's Senior Discount
Notes due 2008, including form of Note.
4.5 Form of Certificate for the Class A Common Stock, filed as Exhibit
to the Company's Registration Statement on Form S-1 (Registration
No. 333-37381), dated November 26, 1997, and incorporated herein by
reference.
10.1 Employment Agreement, dated August 19, 1996, between Associated
Communications, L.L.C. and Alex J. Mandl, filed as Exhibit 10.1 to
the Company's Registration Statement on Form S-1 (Registration No.
333-37381), dated November 26, 1997, and incorporated herein by
reference.
10.2 Stock Contribution Agreement, dated as of March 10, 1997, among
Associated Communications, L.L.C., FirstMark Communications, Inc.
and Lynn Forester, filed as Exhibit 10.2 to the Company's
Registration Statement on Form S-1 (Registration No. 333-37381),
dated November 26, 1997, and incorporated herein by reference.
10.3 Securities Purchase Agreement, dated as of September 30, 1997, by and
among Teligent, L.L.C., Microwave Services, Inc., Digital Services
Corporation, and Nippon Telegraph and Telephone Corporation, filed
as Exhibit 10.3 to the Company's Registration Statement on Form S-1
(Registration No. 333-37381), dated November 26, 1997, and
incorporated herein by reference.
10.4 Form of Registration Rights Agreement, by and among Teligent, L.L.C.
and Nippon Telegraph and Telephone Corporation, filed as Exhibit
to the Company's Registration Statement on Form S-1
(Registration No. 333-37381), dated November 26, 1997, and
incorporated herein by reference.
10.5 Form of Technical Services Agreement, by and among Teligent, L.L.C. and
NTT America, Inc. , filed as Exhibit 10.5 to the Company's
Registration Statement on Form S-1 (Registration No. 333-37381),
dated November 26, 1997, and incorporated herein by reference.
10.6 Agreement, dated September 29, 1997, among Teligent, L.L.C., Digital
Services Corporation, Telcom-DTS Investors, L.L.C., Microwave
Services, Inc., The Associated Group, Inc. and certain other
parties, filed as Exhibit 10.6 to the Company's Registration
Statement on Form S-1 (Registration No. 333-37381), dated November
26, 1997, and incorporated herein by reference.
10.7 Agreement and Plan of Merger, dated as of October 6, 1997, by and
between Teligent, Inc. and Teligent, L.L.C. , filed as Exhibit 10.7
to the Company's Registration Statement on Form S-1 (Registration
No. 333-37381), dated November 26, 1997, and incorporated herein by
reference.
10.8 Form of Lease Agreement, dated as of July 22, 1997, for the 8065
Leesburg Pike, Vienna, Virginia office space lease between NHP
Incorporated and Teligent, L.L.C. , filed as Exhibit 10.8 to the
Company's Registration Statement on Form S-1 (Registration No. 333-
37381), dated November 26, 1997, and incorporated herein by
reference.
10.9 Form of Teligent, Inc. 1997 Stock Incentive Plan, filed as Exhibit 10.9
to the Company's Registration Statement on Form S-1 (Registration
No. 333-37381), dated November 26, 1997, and incorporated herein by
reference.
10.10 Network Products Purchase Agreement, dated December 11, 1997, by and
between Northern Telecom Inc. and Teligent, Inc. *
10.11 Financing Commitment Letter of Intent, dated October 28, 1997, by and
between Northern Telecom Inc. and Teligent, Inc, filed as Exhibit
to the Company's Registration Statement on Form S-1
(Registration No. 333-37381), dated November 26, 1997, and
incorporated herein by reference.
10.12 Promissory Note, dated February 1, 1997, by Kirby G. Pickle, Jr. to
Associated Communications, L.L.C. , filed as Exhibit 10.10 to the
Company's Registration Statement on Form S-1 (Registration No. 333-
37381), dated November 26, 1997, and incorporated herein by
reference.
10.13 Promissory Notes, each dated October 29, 1997, by Abraham L. Morris to
Teligent, L.L.C. , filed as Exhibit 10.11 to the Company's
Registration Statement on Form S-1 (Registration No. 333-37381),
dated November 26, 1997, and incorporated herein by reference.
10.14 Promissory Note, dated August 5, 1997, by Laurence E. Harris to
Associated Communications, L.L.C. , filed as Exhibit 10.12 to the
Company's Registration Statement on Form S-1 (Registration No. 333-
37381), dated November 26, 1997, and incorporated herein by
reference.
10.15 Promissory Note, dated April 7, 1997, by Steven F. Bell to Associated
Communications, L.L.C. , filed as Exhibit 10.14 to the Company's
Registration Statement on Form S-1 (Registration No. 333-37381),
dated November 26, 1997, and incorporated herein by reference.
10.16 Registration rights agreement dated as of March 6, 1998, by and between
Teligent, Inc., and Microwave Services, Inc.
21.1 Significant Subsidiaries of the Registrant.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
27.1 Financial Data Schedule (filed only electronically with the Securities
and Exchange Commission)
* - Portions of this document have been omitted pursuant to a request
for confidential treatment.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
TELIGENT, INC
(Registrant)
Date: March ___, 1998. By:
------------------------
Alex J. Mandl
Chairman of the Board, Chief
Executive Officer and Director
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the dates
indicated.
Date: March 30, 1998 By: /s/Alex J. Mandl
------------------------
Alex J. Mandl
Chairman of the Board, Chief
Executive Officer and Director
Date: March 30, 1998 By: /s/Abraham L. Morris
------------------------
Abraham L. Morris
Senior Vice President, Chief
Financial Officer and Treasurer
(Principal Financial Officer)
Date: March 30, 1998 By: /s/Cindy L. Tallent
------------------------
Cindy L. Tallent
Vice President and Controller
(Principal Accounting Officer)
Date: March 30, 1998 By: /s/Myles P. Berkman
------------------------
Myles P. Berkman
Director
Date: March 30, 1998 By: /s/David J. Berkman
------------------------
David J. Berkman
Director
Date: March 30, 1998 By: /s/William H. Berkman
------------------------
William H. Berkman
Director
Date: March 30, 1998 By: /s/Donald H. Jones
------------------------
Donald H. Jones
Director
Date: March 30, 1998 By: /s/Tetsuro Mikami
------------------------
Tetsuro Mikami
Director
Date: March 30, 1998 By: /s/Rajendra Singh
------------------------
Rajendra Singh
Director
TELIGENT, INC.
INDEX TO FINANCIAL STATEMENTS
Page
Number
Report of Ernst & Young LLP, Independent Auditors ........... F-2
Balance Sheets, December 31, 1997 and 1996 .................. F-3
Statements of Operations for the year ended December 31, 1997
and the periods from March 5, 1996 (date of inception) to
December 31, 1997 and 1996................................ F-4
Statements of Stockholders' Equity (Deficit) for the period from
March 5, 1996 (date of inception) to December 31, 1997 ...... F-5
Statements of Cash Flows for the year ended December 31, 1997
and the periods from March 5, 1996 (date of inception) to
December 31, 1997 and 1996 ................................ F-6
Notes to Financial Statements ............................... F-7
REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
The Board of Directors and Stockholders
Teligent, Inc.
We have audited the accompanying balance sheets of Teligent, Inc., (a
development stage company) (formerly Teligent, L.L.C.) as of December
31, 1997 and 1996, and the related statements of operations, and
stockholders' equity (deficit) and cash flows for the year ended
December 31, 1997, and for the periods from March 5, 1996 (date of
inception) to December 31, 1997 and 1996. The financial statements
are the responsibility of the Company's management. Our responsibility
is to express an opinion on these financial statements based on our
audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Teligent,
Inc., (formerly Teligent, L.L.C.) at December 31, 1997 and 1996, and
the results of its operations and its cash flows for the year ended
December 31, 1997, and for the periods from March 5, 1996 (date of
inception) to December 31, 1997 and 1996, in conformity with generally
accepted accounting principles.
Ernst & Young LLP
Vienna, Virginia
February 27, 1998
TELIGENT, INC.
(a development stage company)
BALANCE SHEETS
December 31,
------------
1997 1996
---- ----
ASSETS
Current assets:
Cash and cash equivalents $424,900,715 $ 1,302,612
Prepaid expenses and other current assets 7,087,268 147,073
Restricted cash and investments 30,372,962 -
----------- ---------
Total current assets 462,360,945 1,449,685
Property and equipment, net 8,185,899 3,544,949
Restricted cash and investments 64,702,148 -
Intangible assets, net 60,354,191 -
Other assets 777,085 150,695
----------- ---------
Total assets $596,380,268 $ 5,145,329
=========== =========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable $ 16,577,277 $ 3,002,179
Accrued interest and other 4,467,473 646,972
Revolving line of credit - 2,000,000
Accrued company appreciation rights - 2,778,165
----------- ---------
Total current liabilities 21,044,750 8,427,316
11 1/2% Senior Notes, due 2007 300,000,000 -
Other non-current liabilities 1,189,296 292,548
Commitments and contingencies
Stockholders' equity (deficit):
Preferred stock - -
Common stock 525,827 -
Member contributions - 24,058,158
Additional paid-in capital 436,307,243 -
Deficit accumulated during
the development stage (151,686,848) (13,632,693)
----------- ----------
285,146,222 10,425,465
Notes receivable from Executive (11,000,000) (14,000,000)
----------- ----------
Total stockholders' equity (deficit) 274,146,222 (3,574,535)
----------- ----------
Total liabilities and stockholders'
equity (deficit) $596,380,268 $ 5,145,329
=========== ==========
See notes to financial statements
TELIGENT, INC.
(a development stage company)
STATEMENTS OF OPERATIONS
Period from March 5, 1996
(date of inception) to
December 31,
------------
Year Ended
December 31,1997 1997 1996
---------------- ---- ----
REVENUES:
Management fees and other services
provided to members $ 3,278,254 $ 4,664,596 $ 1,386,342
Wireless communication services 32,745 32,745 -
----------- ----------- ----------
Total revenues 3,310,999 4,697,341 1,386,342
COSTS AND EXPENSES:
Cost of services 4,785,589 6,410,595 1,625,006
Sales, general and administrative
expenses 43,465,732 53,048,369 9,582,637
Stock-based compensation 84,042,581 86,820,746 2,778,165
Depreciation and amortization 6,453,632 6,617,683 164,051
----------- ----------- ----------
Total costs and expenses 138,747,534 152,897,393 14,149,859
----------- ----------- ----------
Loss from operations (135,436,535) (148,200,052) (12,763,517)
Interest and other income 3,241,837 3,251,932 10,095
Interest expense (5,859,457) (6,738,728) (879,271)
----------- ----------- -----------
Net loss $(138,054,155) $(151,686,848) $(13,632,693)
=========== =========== ===========
Net loss per share $ (2.94) $ (3.25) $ (0.29)
=========== =========== ============
Weighted average common shares
Outstanding 46,950,860 46,638,160 46,257,709
=========== =========== ============
See notes to financial statements
TELIGENT, INC.
(a development stage company)
STATEMENTS OF AND STOCKHOLDERS' EQUITY (DEFICIT)
Period from March 5, 1996 (date of inception) to
December 31, 1997
Capital /----- Common Stock -----/
Contributions A B-1
------------- ---------------- --------
Balance at March 5, 1996
(date of inception) $ - $ - $ -
Member capital contributions 24,058,158
----------- ------- -------
Balance at December 31, 1996 24,058,158 - -
----------- ------- -------
Contribution of licenses from members 8,497,006
Acquisition 31,500,000
Cash contributions 100,300,612
Conversion of member interests
to capital stock (164,355,776) 18,314 214,367
Public stock offering 63,250
----------- ------ -------
Balance at December 31, 1997 $ - $81,564 $214,367
=========== ====== =======
/-------------- Common Stock --------------/
B-2 B-3 Total
------- -------- --------
Balance at December 31, 1996 $ - $ - $ -
Contribution of equity prior to
public offering 34,700 34,700
Conversion of member interests
to capital stock 172,062 23,134 427,877
Public stock offering 63,250
------- ------ -------
Balance at December 31, 1997 $ 172,062 $57,834 $525,827
======= ====== =======
Additional Receivable
Paid-in Accumulated From
Capital Deficit Executive
--------- ----------- ----------
Balance at March 5, 1996
(date of inception) $ - $ - $ -
Notes receivable from Executive (15,000,000)
Amortization of notes receivable
from Executive 1,000,000
Net loss (13,632,693)
----------- ----------- -----------
Balance at December 31, 1996 - (13,632,693) (14,000,000)
----------- ----------- ----------
Contribution of equity prior to
public offering 59,965,300
Conversion of member interests
to capital stock 163,927,899
Conversion of CARs and Appreciation
Units to stock options 86,820,746
Public stock offering 125,593,298
Amortization of notes
receivable from Executive 3,000,000
Net loss (138,054,155)
----------- ----------- ----------
Balance at December 31, 1997 $ 436,307,243 $ (151,686,848) $(11,000,000)
=========== =========== ==========
Total
----------
Balance at March 5, 1996
(date of inception) $ -
Member capital contributions 24,058,158
Notes receivable from Executive (15,000,000)
Amortization of notes receivable from Executive 1,000,000
Net loss (13,632,693)
-----------
Balance at December 31, (3,574,535)
-----------
Contribution of licenses from members 8,497,006
Acquisition 31,500,000
Cash contributions 100,300,612
Contribution of equity prior to public offering 60,000,000
Conversion of member interests
to capital stock -
Conversion of CARs and Appreciation Units
to stock options 86,820,746
Public stock offering 125,656,548
Amortization of notes receivable from Executive 3,000,000
Net loss (138,054,155)
-----------
Balance at December 31, 1997 $ 274,146,222
===========
See notes to financial statements
TELIGENT, INC.
(a development stage company)
STATEMENTS OF CASH FLOWS
Period from March 5, 1996 (date
of inception) to December 31,
Year Ended ----------------------------
December 31, 1997 1997 1996
----------------- ----- ----
CASH FLOWS FROM OPERATING ACTIVITES:
Net loss $(138,054,155) $(151,686,848) $(13,632,693)
Adjustments to reconcile net loss to
net cash used in operating activities:
Depreciation and amortization 6,453,632 6,617,683 164,051
Amortization of notes
receivable from executive 3,000,000 4,000,000 1,000,000
Amortization of debt issue costs 59,381 59,381 -
Other noncurrent liabilities 896,748 1,189,296 292,548
Stock-based compensation 84,042,581 86,820,746 2,778,165
Other (626,390) (777,085) (150,695)
Changes in current assets and
current liabilities:
Restricted cash and investments (1,168,357) (1,168,357) -
Prepaid expenses and other
current assets (6,426,665) (6,573,738) (147,073)
Accounts payable 13,575,098 16,577,277 3,002,179
Accrued expenses and other
current liabilities 3,820,501 4,467,473 646,972
----------- ----------- ----------
Net cash used in operating
activities (34,427,626) (40,474,172) (6,046,546)
----------- ----------- ----------
CASH FLOWS FROM INVESTING ACTIVITES:
Restricted cash and investments (93,906,753) (93,906,753) -
Purchase of property and equipment (9,960,652) (13,669,652) (3,709,000)
Acquisition and other investments (10,720,000) (10,720,000) -
----------- ----------- ----------
Net cash used in investing
activities (114,587,405) (118,296,405) (3,709,000)
----------- ----------- ----------
CASH FLOWS FROM FINANCING ACTIVITES:
Proceeds from bank borrowing 40,500,000 42,500,000 2,000,000
Repayment of bank borrowing (42,500,000) (42,500,000) -
Equity contribution prior to
Public offering 60,000,000 60,000,000 -
Net proceeds from issuance of
common stock 125,656,548 125,656,548 -
Proceeds from long-term debt 300,000,000 300,000,000 -
Debt financing costs (11,344,026) (11,344,026) -
Member contributions 100,300,612 109,358,770 9,058,158
----------- ----------- ----------
Net cash provided by financing
activities 572,613,134 583,671,292 11,058,158
----------- ----------- ----------
Net increase in cash
and equivalents 423,598,103 424,900,715 1,302,612
Cash and cash equivalents, beginning
of period 1,302,612 - -
----------- ----------- ----------
Cash and cash equivalents,
end of period $424,900,715 $424,900,715 $ 1,302,612
=========== =========== ==========
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest $ 2,450,000 $ 3,325,000 $ 875,000
=========== =========== ==========
TELIGENT, INC.
(a development stage company)
NOTES TO FINANCIAL STATEMENTS
1. THE COMPANY
Teligent, Inc. ("Teligent" or the "Company") (a development
stage company) was formed in September 1997, as a wholly-owned
subsidiary of Teligent, L.L.C. On November 21, 1997 concurrent with
an initial public offering of the Company's Class A Common Stock,
Teligent, L.L.C. merged with and into the Company (the "Merger") with
the Company as the surviving entity. Teligent, L.L.C. was originally
formed in March 1996, by Microwave Services, Inc. ("MSI") and Digital
Services Corporation ("DSC"), both of which, through affiliates, have
extensive experience in pioneering wireless telecommunications businesses.
Prior to the Merger, Nippon Telegraph and Telephone Corporation ("NTT"),
through its wholly owned subsidiary NTTA&T, acquired a 5% interest in
Teligent L.L.C., and immediately after the Merger acquired an additional
7.5% equity interest in the Company. All of Teligent, L.L.C.'s member
interests were converted into shares of common stock upon the Merger in
a manner proportionate to each member's percentage interest in Teligent,
L.L.C. immediately prior to the Merger.
Teligent, currently in the development stage, intends to be a
premier provider of high quality, low cost voice, data, and video
telecommunications services primarily to small and medium size businesses
through its own fixed local wireless point-to-multipoint broadband
networks and leased long distance facilities. The Company intends to
deploy its 24GHz fixed wireless licenses in 74 major U.S. metropolitan
market areas.
2. SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect the amounts reported in the
financial statements and accompanying notes. Actual results could differ
from those estimates.
Cash and Cash Equivalents
The Company considers all highly liquid investments purchased
with maturity dates of 90 days or less at the time of purchase to be
cash equivalents. Cash equivalents consist of money market fund
investments and short term-commercial paper. Restricted cash and
investments relates to cash and securities held exclusively to fund
future interest payments and to secure letters of credit obtained by the
Company.
Property and Equipment
Property and equipment is recorded at cost. Depreciation and
amortization are computed on the straight-line method over the estimated
useful lives of the assets: 5-10 years for operating equipment, computer
equipment, and furniture, and the lesser of the life of the asset or the
lease term for leasehold improvements. Maintenance and repairs are
charged to expense when incurred.
Long-Lived Assets
In accordance with Statement of Financial Accounting Standards
("SFAS") No. 121, "Accounting for the Impairment of Long-Lived Assets and
for Long-Lived Assets to be Disposed Of", management periodically reviews,
if impairment indicators exist, the carrying value and lives of property
and equipment and intangible assets based on expected future cash flows.
F-7
The Company uses certain property and equipment to provide service
to customers on an 18GHz frequency. However, the Company's future
business plans are to deploy a 24GHz frequency network in its capacity as
a telecommunications provider. As such, the Company has recorded, as a
component of depreciation expense, an impairment loss of $5.0 million,
which represents the difference between the net book value of the assets
prior to the impairment loss and the estimated future cash flows to be
derived by the assets.
Intangible Assets
Intangible assets, and their respective amortization lives, are
as follows as of December 31, 1997:
Years
Fixed wireless licenses $49,808,769 15
Debt financing costs 11,344,022 10
----------
61,152,791
Accumulated amortization (798,600)
----------
$60,354,191
==========
Fixed wireless licenses represent the direct costs of obtaining
such licenses, including $41.6 million acquired from FirstMark
Communications, Inc. ("FirstMark", see Note 7). Debt financing costs
represent fees and other costs incurred in connection with the issuance
of long-term debt. Debt financing costs are amortized to interest expense
over the term of the related debt.
Income Taxes
The Company uses the liability method of accounting for income
taxes. Deferred income taxes result from temporary differences between
the tax basis of assets and liabilities and the basis reported in the
financial statements. Prior to the Merger, Teligent, L.L.C. was treated
as a partnership for U.S. Federal income tax purposes. Therefore, no
provision for income taxes was made prior to the Merger, and tax losses
recognized prior to the Merger are not available to offset any future
earnings of the Company.
Revenue Recognition
Revenue from providing wireless communications services is
recognized when services are rendered based on usage of the Company's
exchange networks and facilities. Revenue from management fees, equipment
leases, and other services provided to members or affiliated companies is
recognized as earned on the accrual basis.
Net Loss Per Share
During 1997, the Company adopted SFAS No. 128 ,("Earnings Per
Share",) which requires the Company to present basic and fully diluted
earnings per share for all years presented. The Company's net loss per
share calculation (basic and fully diluted), is based upon the number of
common shares outstanding prior to the initial public offering, as if
outstanding for all periods presented similar to a stock split, plus the
weighted average common shares issued subsequently through December 31,
1997. There are no reconciling items in the numerator or denominator of
the Company's net loss per share calculation. Employee stock options
(see note 4) have been excluded from the net loss per share calculation
because their effect would be anti-dilutive.
Stock-Based Compensation
SFAS No. 123, "Accounting for Stock-Based Compensation" ("SFAS No.
123") established a fair value method of accounting for employee stock
options and similar equity instruments. The fair value
F-8
method requires compensation cost to be measured at the grant date,
based on the value of the award, and recognized over the service period.
SFAS No. 123 allows companies to either account for stock-based
compensation under the provisions of SFAS No. 123 or under the provisions
of APB No. 25, "Accounting for Stock Issued to Employees" ("APB No. 25").
The Company has elected to account for its stock-based compensation in
accordance with the provisions of APB No. 25 and will present pro forma
disclosures of net loss as if the fair value method had been adopted.
Recent Pronouncements
In June 1997, the Financial Accounting Standards Board ("FASB")
issued SFAS No. 130, "Reporting Comprehensive Income", ("SFAS No. 130"),
which is required to be adopted during the first quarter of fiscal 1998.
SFAS No. 130 requires that an enterprise (a) classify items of other
comprehensive income by their nature in the financial statements and
(b) display the accumulated balance of other comprehensive income
separately from retained earnings and additional paid-in capital in the
Statement of Stockholders' Equity. The Company will be required to
restate earlier periods provided for comparative purposes, but believes
that the adoption of SFAS No. 130 will be not material to the Company's
reported financial condition or results of operations.
In June 1997, the FASB issued SFAS No. 131, "Disclosures about
Segments of an Enterprise and Related Information", ("SFAS No. 131"),
which is required to be adopted during the year ended December 31, 1998.
SFAS No. 131 changes the way public companies report segment information
in annual financial statements and also requires those companies to report
selected segment information in interim financial reports to stockholders.
The effect of the disclosure for segment information on the Company's
reported financial condition or results of operations is not expected to
be material.
Reclassifications
Certain amounts in the prior periods' financial statements have
been reclassified to conform to the current year's presentation.
3.CAPITAL STOCK
The Company has authorized two classes of Common Stock, Class A
Common Stock and Class B Common Stock. The rights of the two classes of
Common Stock are substantially identical, except that until the number of
shares held by holders of the respective series of Class B Common Stock
fall below certain thresholds, such holders will have the right to elect
directors to the Company's Board of Directors as follows: a majority
of the directors will be elected by the holders of Series B-1 Common Stock,
one director will be elected by the holders of Series B-2 Common Stock,
and one director will be elected by the holders of Series B-3 Common
Stock.
The number of shares authorized, issued and outstanding at
December 31 1997, for each class of stock is summarized below:
Shares Shares Issued
Class Par Value Authorized and Outstanding
A $ .01 200,000,000 8,156,410
Series B-1 .01 30,000,000 21,436,689
Series B-2 .01 25,000,000 17,206,210
Series B-3 .01 10,000,000 5,783,400
The Company has authorized 10,000,000 shares of Preferred Stock,
par value $.01 per share, of which none are issued and outstanding.
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Initial Public Common Stock Offering
In November 1997, the Company completed an initial public offering
of 6,325,000 shares of Common Stock at $21.50 per share (the "Equity
Offering"), raising approximately $125.7 million of net proceeds, after
deducting approximately $10.3 million of offering expenses.
4.STOCK-BASED COMPENSATION
Company Appreciation Rights and Appreciation Units
On September 1, 1996, Teligent, L.L.C. granted six separate
Company Appreciation Rights ("CARs") to an executive officer of the
Company (the "Executive") pursuant to an employment agreement dated
September 1, 1996 (The "Employment Agreement"). For each CAR, the
Executive was entitled to receive a percentage of the excess of the
Company's fair market value, as defined, over the target value for the
CAR. The CARs vested over a period of six years.
During 1996, Teligent, L.L.C. adopted a Long-Term Incentive
Compensation Plan (the "Plan") under which an aggregate of 1,600,000
appreciation units (the "Appreciation Units") were available and granted
to employees and directors of the Company.
Conversion of CARs and Appreciation Units into Stock Options
Upon consummation of the Equity Offering (see note 3), all
outstanding CARs and Appreciation Units were converted into options
(the "Conversion Options") to purchase a number of shares of Class A
Common Stock at respective exercise prices such that the intrinsic value
of the stock options approximated the intrinsic value of the CARs and
Appreciation Units. The stock options granted in connection with this
conversion are governed by and subject to the terms of the 1997 Plan
(see "1997 Stock Incentive Plan" below) and have the same vesting schedule,
vesting rights and term as the applicable CAR or Appreciation Units which
were converted.
Upon the conversion described above, the Company issued options to
purchase an aggregate of 12,480,779 shares of the Company's Class A Common
Stock at exercise prices ranging from $3.35 to $46.00. In connection with
the issuance of these options, the Company will recognize $186.3 million
of compensation expense over the vesting period of the options. The
Company recognized $84.0 million of compensation expense during the year
ended December 31, 1997 ($86.8 million for the period from March 6, 1996
(date of inception) to December 31, 1997) and additional expense up to
$99.5 million through September 1, 2002, as follows: $25.2 million per
year through 2000, $21.4 million in 2001 and $2.5 million in 2002.
1997 Stock Incentive Plan
The Company maintains the Teligent, Inc. 1997 Stock Incentive Plan
(the "1997 Plan"). As of December 31, 1997, the maximum number of shares
of common stock available for grant under the 1997 Plan was 14,729,125.
Generally, all options granted under the 1997 Plan vest over a period of
five years and expire ten years from the date of grant.
The Company applies the provisions of APB No. 25 in accounting for
its stock-based compensation. Had compensation expense been determined in
accordance with SFAS No. 123, the Company's net loss for the year ended
December 31, 1997, and the periods from March 5, 1996 (date of inception)
to December 31, 1996 and 1997 would have been $161.2 million, $12.5
million and $173.7 million, respectively. Options arising from the
conversion of CARs and Appreciation Units have been valued based on the
number and exercise price of the options issued upon conversion. The
weighted average fair value of options granted was $18.57 and $14.04 in 1997
and 1996, respectively, using the Black-Scholes option pricing model with
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the following assumptions: dividend yield 0%, risk free rate interest
rate of 6.6% in 1997 and 7.0% for the period from March 5, 1996 (date of
inception) to December 31, 1996, an expected life of ten years, and an
expected volatility of .50 in 1997 and .34 for the period from March 6,
1996 (date of inception) to December 31, 1996.
Additional information with respect to the Company's 1997 Plan is as
follows.
Number of Weighted Average
Options Exercise Price
------- --------------
Options at beginning of year - -
Converted from Appreciation Units 6,471,047 $ 7.07
Converted from CARs 6,009,732 $12.41
Options granted under 1997 Plan 380,450 $22.18
Options forfeited and returned to the plan (50,544) $12.94
----------
Options outstanding at end of year 12,810,685 $10.00
==========
Weighted average remaining contractual life 9.4 years
Options exercisable at end of year:
Exercise price of $6.52 454,107
Exercise price of $3.35 1,001,622
---------
Total 1,455,729
=========
5. NOTES RECEIVABLE FROM EXECUTIVE AND DEFERRED COMPENSATION
The Executive's Employment Agreement provides for, among
other things, a forgivable loan of $15,000,000 with a five-year term,
at an interest rate of 6.53% per year, which was advanced to the Executive
from certain stockholders of the Company. The loan is recorded as a
reduction to stockholders' equity in the Company's financial statements.
The Employment Agreement also provides for a payment of $5,000,000 on the
fifth anniversary of the Executive's employment, or earlier in certain
circumstances. The Company accrues the present value of the payment due
over the expected service period of five years.
6. LONG-TERM DEBT
Public Debt Offering
In November 1997, the Company issued $300 million of 11 1/2% Senior
Notes due 2007 (the "Senior Notes".) The Company used approximately $93.9
million of the net proceeds of this offering to purchase a portfolio of
U.S. Treasury securities which are classified as restricted cash and
investments on the balance sheet, and have been pledged as collateral
for the payment of interest on the Senior Notes through December 1, 2000.
Interest on the Senior Notes accrues at a rate of 11 1/2% per annum and is
payable semi-annually on June 1 and December 1, commencing June 1, 1998.
On or after December 1, 2002, the Notes will be redeemable at the
option of the Company, in whole at any time or in part from time to time,
at the following prices (expressed in percentages of the principal amount
thereof).
Year Percentage
---- ----------
2002 105.750%
2003 103.833
2004 101.917
2005 and thereafter 100.000
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Upon the occurrence of a change in control, as defined in the
Senior Notes agreement, each holder of the Senior Notes will have the right
to require the Company to repurchase all or any part of such holder's
Senior Notes at a purchase price in cash equal to 101% of the principal
amount thereof on any change of control payment date, plus accrued and
unpaid interest, if any, to such change of control payment date.
Credit Facility
In December 1996, the Company entered into a loan agreement with
a bank providing for a $50.0 million senior secured revolving credit
facility (the Credit Facility) which expired December 19, 1997. In
November 1997, the Company used $42.5 million of proceeds from member
cash contributions to repay all outstanding amounts under the Credit
Facility, which was terminated.
7. ACQUISITION
In October 1997, Teligent, L.L.C. acquired all of the outstanding
stock of FirstMark (the "FirstMark Acquisition"), for an aggregate
purchase price of approximately $42.0 million which consisted of $10.5
million in cash and a 5% member interest in Teligent, L.L.C valued at $31.5
million. As a result of the Merger, the sole stockholder of FirstMark
received 1,831,410 shares of Teligent, Inc. Class A Common Stock. The
FirstMark Acquisition was accounted for under the purchase method of
accounting. The majority of the purchase price ($41.6 million) was
allocated to the fixed wireless licenses acquired and the remaining amount
was allocated to the net assets acquired. The acquisition of FirstMark
would not have had a material impact on the Company's operating results
for the year ended December 31, 1997 and thus no pro forma information
has been disclosed herein.
8. PROPERTY AND EQUIPMENT
The amounts included in property and equipment are as follows.
December 31,
------------
1997 1996
---- -----
Operating equipment 4,815,283 $1,999,690
Computer equipment 2,105,557 183,605
Furniture and leasehold improvements 2,072,462 366,937
Systems in progress 5,178,080 1,158,768
---------- ---------
14,171,382 3,709,000
Accumulated depreciation (5,985,483) (164,051)
---------- ---------
$ 8,185,899 $3,544,949
========== =========
9. INCOME TAXES
Income and losses were reported on the respective tax returns of
the members of Teligent L.L.C. and, therefore, no provision for income
taxes was made for the year ended December 31, 1996. As a result of the
Merger, the Company has recorded income taxes in accordance with SFAS
No. 109 for the year ended December 31, 1997.
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The tax effects of temporary differences as of December 31, 1997
are as follows:
Deferred tax assets:
Net operating loss carryforward $ 2,356,383
Stock based compensation 29,519,054
Property and equipment 1,737,829
Deferred compensation 1,230,400
Other 704,100
----------
Total deferred tax assets 35,547,766
Deferred tax liability:
Intangible assets (13,106,847)
----------
Net deferred tax assets 22,440,919
Valuation allowance (22,440,919)
----------
Total $ -
==========
The ultimate realization of deferred tax assets is dependent
upon the generation of future taxable income during the periods in which
those temporary differences become deductible. The Company has not
recorded its deferred tax assets and liabilities on its balance sheet
given the fact that the majority of the assets and liabilities are long
term and as such have no impact on the balance sheet.
During the period ended December 31, 1997, the Company did
not record an income tax provision given the significant operating
losses and based on the fact that any resultant asset would be
fully reserved. At December 31, 1997, the Company has a federal
net operating loss carryforward of $6.9 million, which expires in
the year 2017.
A reconciliation between income taxes computed using the statutory
federal income tax rate (34%) and the effective rate, for the year ended
December 31, 1997, is as follows:
Federal income tax (credit) at statutory rate $(46,938,413)
Operating losses recognized by Teligent L.L.C.
for which no tax benefit is available 13,350,045
Purchase accounting adjustment 13,106,847
Net change in valuation allowance (from
beginning balance of $2,128,665) 20,312,254
Other 169,267
----------
$ -
==========
10. COMMITMENTS AND CONTINGENCIES
The Company leases various operating sites, roof-tops, storage,
and administrative offices under operating leases. Rent expense was
approximately $2.3 million and $0.9 million for the year ended
December 31, 1997 and the period March 5, 1996 (date of inception) to
December 31, 1996, respectively. Future minimum lease payments by year
and in the aggregate, are as follows at December 31, 1997:
1998 $ 5,013,242
1999 5,200,713
2000 5,140,898
2001 5,180,322
2002 4,223,945
Thereafter 20,614,343
----------
$ 45,373,463
==========
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11 . RELATED PARTY TRANSACTIONS
Employees of the parent companies of MSI and DSC performed
administrative and management services on behalf of the Company. These
services were billed to the Company at cost for the year ended
December 31, 1997, and for the period March 5, 1996 (date of inception)
through December 31, 1996, and totaled approximately $1.7 million and
$1.5 million, respectively.
Employees of the Company are covered under certain health and
benefit plans of the parent company of MSI. The Company is billed for
their pro rata cost of these benefits.
The company entered into a five-year technical service agreement
(the "TSA") with a subsidiary of NTT (the "Provider"). Under the terms
of the TSA, the Provider will provide certain technical services to the
Company relating to network design and implementation. During the first
two years of the TSA which commenced December 1, 1997, the Company is
required to pay the Provider a fee in the amount of $4.0 million per
year. Payments during the remaining three years shall be negotiated
annually based on the scope of technical services to be provided.
12. FAIR VALUE OF FINANCIAL INSTRUMENTS
The fair value of the Company's financial instruments classified
as current assets or liabilities, including cash and cash equivalents,
restricted cash and investments and other assets, accounts payable and
accrued expenses, approximate carrying value, principally because of
the short maturity of these items. The fair value of the Company's
non-current restricted cash and investments approximate carrying value
based on their effective interest rates compared with market interest
rates.
As of December 31, 1997, the estimated fair value and carrying
amount of the Company's 11 1/2% Senior Notes due 2007 was $301,590,000 and
$300,000,000, respectively.
13. SUBSEQUENT EVENT
On February 20, 1998, the Company completed an offering (the
"Discounted Notes Offering") of $440 million 11 1/2% Senior Discount Notes
due 2008 (the "Discount Notes"). The Discount Notes carry zero-coupon
interest until March 1, 2003, after which the Discount Notes pay interest
at 11 1/2% payable March 1 and September 1 through March 1, 2008. The
Company received approximately $243.1 million net proceeds from the
Discount Notes Offering, after deductions for offering expenses of
approximately $7.6 million.
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