UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended March 31, 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 333-25749
RSL COMMUNICATIONS, LTD.
------------------------
(Exact name of the registrant as specified in its charter)
Bermuda N/A
------- ---
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) identification No.)
Clarendon House
Church Street
Hamilton HM CX Bermuda
----------------------
(Address of principal executive offices)
(441) 295-2832
--------------
(Registrant's telephone number)
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 [_] No [X]
As at May 30, 1997, approximately 9,243,866 of the preferred shares, par value
$0.01 per share, 665,340 of the Class A common stock, par value $0.01 per share,
4,807,711 of the Class B common stock, par value $0.01 per share and none of the
Class C common stock, par value $0.01 per share, of the registrant were
outstanding.
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RSL COMMUNICATIONS, LTD.
Table of Contents
Page
----
Background.....................................................................1
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements..............................................2
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations......................................7
PART II - OTHER INFORMATION
Item 1. Legal Proceedings................................................11
Item 2. Change in Securities.............................................11
Item 6. Exhibits and Reports on Form 8-K.................................11
Signatures....................................................................12
Exhibit Index.................................................................13
<PAGE>
1. Background
On October 3, 1996, RSL Communications, Ltd. ("RSL") and RSL
Communications PLC (the "Note Issuer") completed the private offering (the
"Private Offering") of 300,000 units, each unit consisting of one 12 1/4% Senior
Note due 2006 of the Note Issuer (the "Original Notes") and one warrant to
purchase 1.815 Class A common shares of RSL, for an aggregate purchase price of
$300,000,000.
In connection with the Private Offering, RSL and the Note Issuer
entered into a Notes Registration Rights Agreement with the placement agents in
the Private Offering, pursuant to which RSL and the Note Issuer agreed, among
other things, to exchange the Original Notes for registered Notes (the "Exchange
Notes" and, together with the Original Notes, the "Notes"), with substantially
identical terms, on or prior to June 1, 1997. On April 24, 1997, a joint
Registration Statement on Form S-4 of RSL and the Note Issuer (the "Registration
Statement"), pursuant to which the Note Issuer offered to exchange the Exchange
Notes for the Original Notes (the "Exchange Offer") was declared effective by
the Securities and Exchange Commission (the "Commission"). The Exchange Offer
was consummated on May 22, 1997. As a result of the effectiveness of the
Registration Statement, RSL and the Note Issuer are required to comply with the
periodic reporting requirements under Sections 13 and 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). This report has been
filed with the Commission by RSL pursuant to Rule 13a-13 promulgated under the
Exchange Act. The indenture governing the Notes (the "Indenture") requires that
this Report be delivered to the holders of the Notes.
The Note Issuer is a 100% wholly owned subsidiary of RSL. The Note
Issuer, through its subsidiaries, operates the Company's United States and
European operations. The Notes are fully and unconditionally guaranteed by RSL.
RSL and its direct and indirect subsidiaries, including, without
limitation, the Note Issuer, are referred to in this Report collectively as the
"Company." In this Report, references to "dollars" and "$" are to United States
dollars.
Forward-Looking Statements
Certain matters discussed in this Report under the heading
"Management's Discussion and Analysis of Financial Condition and Results of
Operation - Liquidity and Capital Resources" contain certain forward-looking
statements which involve risks and uncertainties (including changing market
conditions, competitive and regulatory matters (such as timing and extent of
deregulation of telecommunications market, the size and financial resources of
competitors, etc.), general economic conditions in the markets in which the
Company operates, etc.) and, accordingly, there can be no assurance with regard
to such statements.
1
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PART I
FINANCIAL INFORMATION
Item 1. Financial Statements.
RSL COMMUNICATIONS, LTD.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
As of As of
March 31, December 31,
1997 1996
---- ----
(unaudited)
Assets
Cash and Cash Equivalents $ 101,911 $ 104,068
Accounts Receivable, Net 30,447 26,479
Marketable Securities - Available for Sale 51,730 67,828
Prepaid Expenses and Other Current Assets 5,481 3,969
Marketable Securities - Held to Maturity 105,950 104,370
Property and Equipment 39,951 35,851
Less: Accumulated Depreciation (5,279) (3,513)
Goodwill and Other Intangibles, Net 87,277 87,605
Deposits and Other Assets 1,049 1,312
--------- ---------
Total Assets $ 418,517 $ 427,969
========= =========
Liabilities and Shareholders' Equity
Accounts Payable and Other Liabilities $ 79,135 $ 70,877
Short-term Debt 5,706 6,538
Long-term Debt 18,490 18,425
Senior Notes, 12 1/4% Due 2006, Net 296,200 296,000
Other Liabilities - Noncurrent 15,379 15,286
Shareholders' Equity 3,607 20,843
--------- ---------
Total Liabilities and Shareholders' Equity $ 418,517 $ 427,969
========= =========
See notes to condensed consolidated financial statements
2
<PAGE>
RSL COMMUNICATIONS, LTD.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(in thousands)
Three Months Ended
March 31, March 31,
1997 1996
---- ----
REVENUES ............................................. $ 42,168 $ 15,864
COST OF SERVICES ..................................... 36,969 14,684
-------- --------
GROSS PROFIT ......................................... 5,199 1,180
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES ......... 13,812 4,858
DEPRECIATION AND AMORTIZATION ........................ 4,263 872
-------- --------
LOSS FROM OPERATIONS ................................. (12,876) (4,550)
INTEREST INCOME ...................................... 3,792 58
INTEREST EXPENSE ..................................... (9,431) (298)
OTHER EXPENSE ........................................ (255) --
MINORITY INTEREST .................................... (119) --
INCOME TAXES ......................................... (258) --
-------- --------
NET LOSS ............................................. $(19,147) $ (4,790)
======== ========
LOSS PER SHARE OF CLASS B COMMON STOCK ............... $ (3.98) $ (1.64)
WEIGHTED AVERAGE NUMBER OF SHARES OF CLASS
B COMMON STOCK OUTSTANDING .......................... 4,808 2,928
See notes to condensed consolidated financial statements.
3
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RSL COMMUNICATIONS, LTD.
CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS
(UNAUDITED)
Three Months Ended March 31,
(in thousands)
1997 1996
---- ----
Net loss .......................................... $(19,147) $ (4,790)
Depreciation and amortization ..................... 4,263 872
Working capital change and other .................. 2,026 (2,876)
-------- --------
Net cash used in operations .................. (12,858) (6,794)
-------- --------
Acquisitions of subsidiaries ...................... (1,402) --
Purchase of property and equipment ................ (2,936) (2,937)
Proceeds from marketable securities ............... 16,099 --
-------- --------
Net cash provided by (used in) investing ..... 11,761 (2,937)
-------- --------
Proceeds from notes payable ....................... -- 6,875
Payment of notes payable .......................... (156) --
Other ............................................. (208) (217)
-------- --------
Net cash (used in) provided by financing ..... (364) 6,658
-------- --------
Decrease in cash and cash equivalents ............. (1,461) (3,073)
Effects of foreign currency on cash and cash
equivalents ....................................... (696) --
Cash and cash equivalents at December 31 .......... 104,068 5,163
-------- --------
Cash and cash equivalents at March 31 ............. $101,911 $ 2,090
======== ========
See notes to condensed consolidated financial statements
4
<PAGE>
RSL COMMUNICATIONS, LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 1997
(UNAUDITED)
1. BASIS OF PRESENTATION
The unaudited Condensed Consolidated Financial Statements included herein have
been prepared by RSL Communications, Ltd. ("RSL") and RSL Communications PLC
("RSL PLC" and, together with RSL and their direct and indirect subsidiaries,
the "Company"), pursuant to the rules and regulations of the Securities and
Exchange Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such rules and
regulations; however, in the opinion of management of the Company, the Condensed
Consolidated Financial Statements include all adjustments, consisting only of
normal recurring accruals, necessary to present fairly the financial information
for such periods. The data contained in these financial statements are unaudited
and should be read in conjunction with the Company's consolidated financial
statements and the notes thereto and other data included in the joint
Registration Statement of RSL and RSL PLC on Form S-4 filed with the Securities
and Exchange Commission on April 24, 1997 (Registration No. 333-25749).
2. EFFECTS OF RECENT ISSUED ACCOUNTING STANDARDS
In February 1997, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 128 "Earnings Per
Share." SFAS No. 128 becomes effective for financial statements issued for
periods ending after December 15, 1997. Management believes that the adoption of
SFAS No. 128 will not significantly effect the Company's reporting.
3. SUMMARIZED FINANCIAL INFORMATION
The following presents summarized financial information of RSL PLC* as of
December 31, 1996. RSL PLC is a 100% wholly owned subsidiary of the Company. RSL
PLC had no independent operations other than serving solely as a foreign holding
company for the Company's U.S. and European operations. The Notes issued by RSL
PLC are fully and unconditionally guaranteed by RSL. RSL's financial statements
are, except for RSL's capitalization, corporate overhead expenses and available
credit facilities, identical to the financial statements of RSL PLC.
5
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As of As of
December 31, 1996 March 31, 1997
($ in thousands) ($ in thousands)
------------------- ------------------
Current Assets ............................. $201,734 $188,830
Non-current Assets ......................... $225,131 $228,282
Current Liabilities ........................ $ 74,949 $ 84,086
Non-current Liabilities .................... $394,556 $391,751
Year ended Three Months
December 31, ended March 31,
1996 1997
($ in thousands) ($ in thousands)
------------------- ------------------
Net Revenue ......................... $ 113,257 $ 42,168
Gross Profit ........................ $ 14,796 $ 5,199
Net Loss ............................ $ (34,309) $(17,224)
* Company incorporated in July 1996
6
<PAGE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
Overview
The Company is a rapidly growing multinational telecommunications company
which provides a broad array of international and domestic telephone services,
including long distance calling to over 200 countries, calling card, private
line and value-added services. The Company focuses on providing international
long distance voice service to small and medium-sized businesses in strategic
markets. The Company currently has operations in the United States, the United
Kingdom, France, Germany, Sweden, Finland, the Netherlands, Denmark and
Australia. The Company is expanding its operations and network into additional
strategic markets which account for a significant portion of the remaining
international traffic.
Results Of Operations
The Company has significant revenues, costs, assets and liabilities that
are, for the most part, denominated in local currencies. Therefore, results of
operations, as stated in local currencies, and the Company's business practices
and plans with respect to a particular country, are not significantly affected
by exchange rate fluctuations. However, such results of operations as reported
in U.S. dollars may be significantly affected by fluctuations in the value of
the local currencies in which the Company transacts business in relation to the
U.S. dollar. Results of operations of the Company's subsidiaries are translated
into U.S. dollars on the basis of average exchange rates throughout the period.
Assets and liabilities are translated into U.S. dollars on the basis of rates of
exchange as of the balance sheet dates. The Company has monitored in the past,
and will continue to closely monitor, its currency exposure.
Results Of Operations For The Three Months Ended March 31, 1997 Compared To The
Three Months Ended March 31, 1996
Revenues. Revenues increased to $42.2 million for the three months ended
March 31, 1997 compared to $15.9 million for the three months ended March 31,
1996, an increase of 165%. This increase is due primarily to an increase in the
Company's U.S. revenues from $15.3 million for the three months ended March 31,
1996 to $26.6 million for the same period this year and the Company's European
revenues, which increased from $600,000 for the three months ended March 31,
1996 to $15.7 million for the same period this year. The Company generated
revenues in the United States and in six European countries during the first
quarter of 1997 but had revenue producing operations in only the United States
and Germany in the first quarter of 1996. The increase in U.S. revenues was
primarily due to both increased traffic volume from existing customers and
significant increases in the Company's U.S. commercial customer base. Revenues
from the Company's European operations increased as a result of the generation
of revenues by its start-up operations in the United Kingdom, Sweden and Finland
and the operations it acquired in Germany, France and the Netherlands.
Cost of Services. Cost of services increased to $37.0 million for the
three months ended March 31, 1997 from $14.7 million for the three months ended
March 31, 1996, an increase of 152%. This increase is primarily due to increased
traffic and increased rates paid to the Company's carrier vendors. As a
percentage of revenues, cost of services decreased to 87.7% for the three months
7
<PAGE>
ended March 31, 1997 from 92.6% for the three months ended March 31, 1996. The
decrease in cost of services as a percentage of revenues is primarily
attributable to the Company's growing European revenues (as a percentage of the
Company's total revenues), which generated greater gross margins (19.5% in the
first quarter of 1997) than the Company's U.S. operations (8.1% in the first
quarter of 1997) and, to a lesser extent, to a decrease in overflow traffic. The
Company is currently seeking to purchase additional capacity on routes on which
it has experienced, or anticipates experiencing, overflow traffic. In addition,
the Company's prices to customers utilizing these routes are often adjusted to
take into account an increased expectation of overflow traffic.
Gross Margins. The Company's consolidated gross margins increased to 12.3%
for the three months ended March 31, 1997 from 7.4% for the three months ended
March 31, 1996. Gross margins in the United States were comparable for the first
quarters of 1997 and 1996, while gross margins in the Company's European
operations increased to 19.5% for the first quarter of 1997 from 5% for the
first quarter of 1996.
Selling, General and Administrative Expense. Selling, general and
administrative ("SG&A") expense for the three months ended March 31, 1997
increased by $8.9 million, or 182%, to $13.8 million from $4.9 million for the
three months ended March 31, 1996. This increase is primarily attributable to
the reasons previously provided for revenues and cost of services above. As a
percent of U.S. revenues, the Company's U.S. SG&A expense decreased to 18.5% for
three months ended March 31, 1997 from 21.4% in the comparable period last year.
The Company's European operations generated $7.5 million or 54.1% of the
Company's consolidated SG&A, although such operations accounted for 37.0% of the
Company's total revenues. SG&A expense as a percentage of revenues will continue
to increase as a result of start-up costs attributable to new local operations.
Depreciation and Amortization Expense. Depreciation and amortization
expense increased 389% to $4.3 million for the three months ended March 31, 1997
from $872,000 for the three months ended March 31, 1996, an increase of $3.4
million. This increase is primarily attributable to the increased amortization
of goodwill recorded as a result of acquisitions. Depreciation and amortization
expense is expected to increase in the future as the Company acquires additional
businesses and assets.
Interest Income. Interest income increased to $3.8 million for the three
months ended March 31, 1997 from $58,000 for the three months ended March 31,
1996, primarily as a result of interest earned on the remaining net proceeds of
the Private Offering.
Interest Expense. Interest expense increased to $9.4 million for the three
months ended March 31, 1997 from $298,000 for the three months ended March 31,
1996, an increase of approximately $9.1 million, as a result of interest related
to the Notes.
Net Loss. Net loss increased to $19.1 million for the three months ended
March 31, 1997, as compared to net loss of $4.8 million for the three months
ended March 31, 1996 due to the factors described above.
8
<PAGE>
Liquidity and Capital Resources
The Company has incurred significant operating and net losses, due in
large part to the start-up and development of the Company's local operations and
the development of the Company's European network infrastructure. The Company
expects that such losses will increase as the Company implements its growth
strategy. Historically, the Company has funded its operating losses and capital
expenditures through capital contributions, borrowings and a portion of the net
proceeds of the Private Offering.
Cash used in operating activities for the first quarter of 1997 totaled
$12.9 million compared with $6.8 million for the same period in 1996. Capital
expenditures for the first quarter of each of 1997 and 1996 were $2.9 million.
Funds expended for acquisitions during the first quarter of 1997 were $1.4
million. No funds were expended for acquisitions in the first quarter of 1996.
In connection with the issuance of the Notes, the Company was required
to purchase marketable securities, which are held by the trustee under the
Indenture, in order to secure the payment of the first six scheduled interest
payments on the Notes. The market value of such restricted marketable securities
was approximately $106.0 at March 31, 1997. On May 15, 1997, the Company made
its first required semi-annual interest payment in the amount of approximately
$22.7 million. The funds required for the interest payment were released from
the restricted securities portfolio.
The Company's indebtedness was approximately $311.7 million at March
31, 1997, of which $306.0 million represents long-term debt and $5.7 million
represents short-term debt. Management believes that no significant restrictions
on future earnings or liquidity exists and that the Company's existing level of
indebtedness will not have any adverse impact on its operating flexibility. The
Company continually monitors its level of indebtedness.
One of the Company's primary equipment vendors has provided to the
Company $50.0 million in vendor financing to fund the purchase of additional
switching and related telecommunications capital equipment. At March 31, 1997,
approximately $39.0 million was available under this facility. Borrowings from
this equipment vendor accrue interest at a rate of LIBOR plus either 5.25% or
4.5% depending on the equipment purchased.
The Company's 1997-1998 planned network facilities expansion is
comprised primarily of both international gateway and domestic switches and is
projected to require approximately $25 million of the currently available $39
million under the Company's vendor financing facility.
The Company is currently contractually committed to the purchase of
three international gateway and two domestic switches. This commitment amounts
to approximately $8.0 million, all of which is being financed under the
Company's vendor financing facility.
The Company anticipates that it will enter 11 new markets over the next
two years. The costs to be incurred in the first year in order to capitalize
such operations are projected to range from $500,000 to $1.5 million per market,
exclusive of costs related to the acquisition of switching and network equipment
which is expected to be vendor financed, and any losses incurred.
9
<PAGE>
The Company has a $15.0 million revolving credit facility with a bank
(the "Revolving Credit Facility"). The Company also has a $35.0 million
subordinated shareholder standby facility (the "Shareholder Standby Facility")
pursuant to which the Company's Chairman has agreed to provide (or arrange for a
bank to provide) RSL with up to $35.0 million of subordinated debt. The Company
was not utilizing either of these facilities at March 31, 1997 and the full
amount of each of these facilities was available. The Company's Chairman has
provided a guarantee in connection with the Company's borrowings under the
Revolving Credit Facility.
One of the Company's subsidiaries, Cyberlink, Inc., has a $5.0 million
line of credit to finance its accounts receivable, and an additional $2.0
million line of credit from the same lender to finance its capital expenditures.
Both lines of credit were available at March 31, 1997. The interest rate
applicable to such commitments is 2.25% and 2.5% over the lender's prime rate,
respectively.
Management believes that the remaining net proceeds of the Notes,
together with available borrowings under the Revolving Credit Facility and the
Shareholder Standby Facility, vendor financing and short-term lines of credit
and overdraft facilities from local banks, are expected to fund the Company's
planned expansion of its existing operations and fund operating losses for 18 to
24 months. However, the Company is continuously reviewing and considering
acquisition opportunities. The Company intends to pursue acquisitions which it
believes will expand or enhance its current operations. Accordingly, such
acquisitions and investments, if consummated, may require a material portion of
the Company's financial resources and may accelerate the need for raising
additional capital in the future.
Seasonality
The Company's European operations experience seasonality during July and
August, December and January, and, to a lesser extent, March, as these months
are traditional holiday months in most European countries and many European
businesses, which are the Company's principal European customers, are closed
during portions of these months.
10
<PAGE>
PART II
OTHER INFORMATION
Item 1. Legal Proceedings.
The Company is, from time to time, a party to litigation that arises in
the normal course of its business operations. The Company is not presently a
party to any litigation that the Company believes could reasonably be expected
to have a material adverse effect on its business or results of operations.
Item 2. Change in Securities.
The Company has entered into an employment agreement with Roland Mallcott,
the Vice President of Engineering of the Company, pursuant to which the Company
granted to Mr. Mallcott the option to purchase up to an aggregate of 50,000
shares of the Company's Class A common stock at an exercise price of $0.01 per
share. Such option vests 1/3 on each of the first, second and third
anniversaries of the date of grant.
Item 6. Exhibits and Reports on Form 8-K
Exhibits:
4.6 Specimen 12 1/4% Senior Note due 2006 of RSL Communications PLC,
dated May 22, 1997
27.1 Financial Data Schedule
Reports on Form 8-K:
None.
11
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
RSL COMMUNICATIONS, LTD.
Date: June 6, 1997 By /s/ Mark Hirschhorn
---------------------------------
Name: Mark Hirschhorn
Title: Global Controller
(Authorized Officer and
Chief Accounting Officer)
12
<PAGE>
Exhibit Index
4.6 Specimen 12 1/4% Senior Note due 2006 of RSL Communications PLC,
dated May 22, 1997
27.1 Financial Data Schedule
13
THIS NOTE IS HELD BY THE BOOK-ENTRY DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF,
AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I)
THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO
SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE
BUT NOT IN PART PURSUANT TO SECTION 2.07(a) OF THE INDENTURE, (III) THIS GLOBAL
NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12
OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR
BOOK-ENTRY DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF RSL COMMUNICATIONS PLC.
<PAGE>
2
RSL COMMUNICATIONS PLC
12 1/4% Senior Note Due 2006
CUSIP 781076AC8
No. 1
Date: May 22, 1997
RSL COMMUNICATIONS PLC, a United Kingdom corporation, with registration
number 3231791 (the "Company", which term includes any successor under the
Indenture hereinafter referred to), for value received, promises to pay to the
bearer upon surrender hereof the principal sum of Three Hundred Million United
States Dollars (U.S.$300,000,000) on October 3, 2006.
Interest Payment Dates: May 15 and November 15, commencing November 15,
1997.
Reference is hereby made to the further provisions of this Note set forth
on the reverse hereof, which provisions shall have the same effect as if set
forth hereon.
IN WITNESS WHEREOF, the Company has caused this Note to be signed
manually or by facsimile by its duly authorized officer.
RSL COMMUNICATIONS PLC
By: /s/ Jacob Z. Schuster
--------------------------------
Jacob Z. Schuster, Chief
Financial Officer
This is one of the 12 1/4% Senior Notes due 2006 described in the
within-mentioned Indenture.
THE CHASE MANHATTAN BANK,
as Trustee
By: /s/ James D. Heaney
--------------------------------
James D. Heaney, Vice President
<PAGE>
3
[REVERSE SIDE OF NOTE]
RSL COMMUNICATIONS PLC
12 1/4% Senior Note due 2006
1. Principal and Interest.
RSL Communications PLC (the "Company") will pay the principal of
this Note on October 3, 2006.
The Company promises to pay interest on the principal amount of this
Note on each Interest Payment Date, as set forth below, at the rate per annum
shown above.
Interest on the Notes shall accrue at the rate of 12 1/4% per annum
(the "Interest Rate") and shall be payable in U.S. dollars in cash semi-annually
in arrears on May 15 and November 15 (each an "Interest Payment Date"); provided
that the first Interest Payment Date shall be November 15, 1997. Interest on the
Notes will accrue from May 15, 1997. Interest will be computed on the basis of a
360-day year comprised of twelve 30-day months.
The Company shall pay interest on overdue principal and premium, if
any, and (to the extent lawful) interest on overdue installments of interest and
Liquidated Damages, if any, at the rate of 14 1/4% per annum.
Under certain circumstances described in the Indenture, the Company
also shall pay Additional Amounts to the Holders of Notes equal to an amount
that the Company may be required to withhold or deduct for or on account of
Taxes imposed by a Taxing Authority within the United Kingdom, or within any
other jurisdiction in which the Company is organized or engaged in business for
tax purposes, from any payment made under or with respect to the Notes.
2. Method of Payment.
The Company will pay interest and Liquidated Damages, if any, on the
Notes to the Holder of this Note upon presentment hereof at the office of the
Paying Agent of the Company maintained for that purpose in the Borough of
Manhattan, the City of New York. Holders must surrender Notes to such Paying
Agent to collect principal payments. The Company will pay principal, premium, if
any, and interest and Liquidated Damages, if any, in money of the United States
of America that at the time of payment is legal tender for payment of public and
private debts. However, the Company may pay principal, premium, if any, interest
and Liquidated Damages, if any, by check payable in such money. If a payment
date is a date other than a Business Day at a place of payment, payment may be
made at that place on the next succeeding day that is a Business Day and no
interest and Liquidated Damages, if any, shall accrue for the intervening
period.
<PAGE>
4
3. Paying Agent and Registrar.
Initially, the Trustee will act as Paying Agent and Registrar. The
Company may change any Paying Agent and Registrar without notice in accordance
with the Indenture. The Company, any Affiliate or any Subsidiary thereof may act
as the Paying Agent or Registrar.
4. Indenture; Limitations.
The Company issued the Notes under an Indenture dated as of October
3, 1996 (the "Indenture"), between the Company, RSL Communications, Ltd., as
guarantor, and The Chase Manhattan Bank, as trustee (the "Trustee"). Capitalized
terms herein are used as defined in the Indenture unless otherwise indicated.
The terms of the Notes include those stated in the Indenture and those made part
of the Indenture by reference to the Trust Indenture Act. The Notes are subject
to all such terms, and Holders are referred to the Indenture and the Trust
Indenture Act for a statement of all such terms. To the extent permitted by
applicable law, in the event of any inconsistency between the terms of this Note
and the terms of the Indenture, the terms of the Indenture shall control.
The Notes are unsecured senior indebtedness of the Company. The
Indenture limits the aggregate principal amount of the Notes to $300,000,000.
5. Optional Redemption.
The Notes will be redeemable, at the Company's option, in whole or
in part, at any time or from time to time on or after November 15, 2001 and
prior to maturity, upon not less than 30 nor more than 60 days' prior notice, at
the following Redemption Prices (expressed in percentages of their principal
amount), plus accrued and unpaid interest, if any, and Liquidated Damages, if
any, to the Redemption Date if redeemed during the 12-month period commencing on
November 15 of the applicable years set forth below:
Year Redemption Price
---- ----------------
2001 106.1250%
2002 103.0625%
2003 and thereafter 100.0000%
In addition, in the event of one or more Public Equity Offerings
prior to November 15, 1999, the Company may, at its option, use some or all of
the Net Cash Proceeds thereof (including such proceeds received by the Guarantor
and contributed to the Company) thereof to redeem up to a maximum of $90,000,000
of the original aggregate principal amount of the Notes at a redemption price
equal to 112.2500% of the principal amount of the Notes, plus accrued and unpaid
interest, if any, and Liquidated Damages, if any, to the date of redemption
(determined at the Redemption Date) subject to certain provisos set forth in
Article Three of the Indenture; provided that (i) at least $210.0 million
aggregate principal amount of Notes remains outstanding
<PAGE>
5
for each such redemption and (ii) each such redemption occurs within 180 days of
the related Public Equity Offering. Any such redemption must be effected upon
not less than 30 nor more than 60 days' notice by the Company.
6. Selection of Notes for Partial Redemption; Effect of Redemption Notice.
In the case of any partial redemption, selection of the Notes for
redemption will be made by the Trustee on a pro rata basis, by lot or by such
method as the Trustee in its sole discretion shall deem to be fair and
appropriate; provided that no Note of $1,000 in principal amount or less shall
be redeemed in part. If any Note is to be redeemed in part only, the notice of
redemption relating to such Note shall state the portion of the principal amount
thereof to be redeemed. A new Note in principal amount equal to the unredeemed
portion thereof will be issued in the name of the Holder thereof upon
cancellation of the original Note. Upon the giving of any redemption notice,
interest on Notes called for redemption will cease to accrue from and after the
date fixed for redemption (unless the Company defaults in providing the funds
for such redemption) and such Notes will then cease to be outstanding.
7. Redemption for Changes in Withholding Taxes.
The Notes are subject to redemption as a whole, but not in part, at
the option of the Company at any time at 100% of the principal amount thereof,
plus accrued and unpaid interest thereon, if any, and Liquidated Damages, if
any, to the Redemption Date, if (i) the Company or the Guarantor has become or
would become obligated to pay, on the next date on which any amount would be
payable with respect to the Notes, any Additional Amounts as a result of a
change in laws (including any regulations promulgated thereunder or any
amendment to, or change in, an interpretation or application of any such laws or
regulations by any legislative body, court, governmental agency or regulatory
authority), if such change is announced and becomes effective on or after the
Closing Date and (ii) the Guarantor and the Company cannot reasonably arrange
for another obligor to make such payment so as to avoid the requirement to pay
such Additional Amounts.
8. Notice of Redemption.
Notice of any optional redemption will be mailed at least 30 days
but not more than 60 days before the Redemption Date to the Holders of Notes to
be redeemed at such Holder's registered address as it appears in the Register.
9. Repurchase upon Change of Control.
Upon the occurrence of any Change of Control, the Company will be
obligated to make an offer to purchase all outstanding Notes pursuant to the
Offer to Purchase described in the Indenture at a purchase price equal to 101%
of the aggregate principal amount thereof plus accrued
<PAGE>
6
and unpaid interest, if any, and Liquidated Damages, if any, to the date of
purchase (the "Change of Control Payment").
A notice of such Change of Control will be mailed within 30 days
after any Change of Control occurs to each Holder of Notes at such Holder's
registered address as it appears in the Register. Notes in original
denominations larger than $1,000 may be sold to the Company in part; provided
that Notes will only be issued in denominations of $1,000 principal amount at
maturity or integral multiples thereof. On and after the Payment Date, interest
ceases to accrue on Notes or portions of Notes surrendered for purchase by the
Company, unless the Company defaults in the payment of the Change of Control
Payment.
10. Denomination.
This Global Note is in bearer form without coupons and is
denominated in an amount equal to $1,000 of principal amount or an integral
multiple thereof and is transferable by delivery.
This Note is a Global Note.
11. Persons Deemed Owners.
The bearer of this Note shall be treated as the owner of this Note
for all purposes.
12. Unclaimed Money.
If money for the payment of principal, premium, if any, interest or
Liquidated Damages, if any, remains unclaimed for two years, the Trustee and the
Paying Agent will pay the money back to the Company at its request. After that,
Holders entitled to the money must look to the Company for payment, unless an
applicable law designates another Person, and all liability of the Trustee and
such Paying Agent with respect to such money shall cease.
13. Discharge Prior to Redemption or Maturity.
If the Company deposits with the Trustee money or U.S. Government
Obligations sufficient to pay the then outstanding principal of, premium, if
any, accrued interest and Liquidated Damages, if any, on the Notes to redemption
or Stated Maturity, (a) the Company will be discharged from the Indenture and
the Notes, except in certain circumstances for certain sections thereof, or (b)
the Company will be discharged from certain covenants set forth in the
Indenture.
14. Amendment; Supplement; Waiver.
Subject to certain exceptions, the Indenture or the Notes may be
amended or supplemented with the consent of the Holders of at least a majority
in aggregate principal amount of the Notes then outstanding, and any existing
default or compliance with any provision may be waived with the consent of the
Holders of at least a majority in aggregate principal amount of the Notes then
outstanding. Without notice to or the consent of any Holder, the parties thereto
may
<PAGE>
7
amend or supplement the Indenture or the Notes to, among other things, cure any
ambiguity, defect or inconsistency and make any change that does not materially
and adversely affect the rights of any Holder.
15. Restrictive Covenants.
The Indenture imposes certain limitations on the ability of the
Company, the Guarantor and the Restricted Subsidiaries, among other things, to
Incur additional Indebtedness; create Liens; pay dividends or make distributions
in respect of their Capital Stock; make Investments or make certain other
Restricted Payments; engage in Asset Sales; issue or sell stock of Restricted
Subsidiaries; enter into transactions with stockholders or Affiliates; modify
the Shareholder Standby Facility; or, with respect to the Company, consolidate,
merge or sell all or substantially all of its assets. Within 90 days after the
end of the last fiscal quarter of each year, the Company must report to the
Trustee on compliance with such limitations.
16. Security.
The Company entered into the Pledge Agreement and applied a portion
of the net proceeds of the Notes to purchase the Pledged Securities pledged to
the Trustee for the benefit of the Holders of the Notes in such amount as will
be sufficient upon receipt of scheduled interest and principal payments on such
securities in the written opinion, delivered to the Trustee, of a nationally
recognized firm of independent public accountants selected by the Company, to
provide for payment in full of the first six scheduled interest payments due on
the Notes (including interest which has already been paid on the Prior Notes (as
hereinafter defined)). The Pledged Securities have been pledged by the Company
to the Trustee for the benefit of the Holders of the Notes and have been held by
the Trustee in the Pledge Account pending disbursement pursuant to the Pledge
Agreement.
17. Successor Persons.
Generally, when a successor person or other entity assumes all the
obligations of its predecessor under the Notes and the Indenture, the
predecessor person will be released from those obligations.
18. Defaults and Remedies.
The following events are defined as "Events of Default" in the
Indenture: (a) default in the payment of principal of (or premium, if any, on)
any Note when the same becomes due and payable at maturity, upon acceleration,
redemption or otherwise; (b) default in the payment of interest on any Note when
the same becomes due and payable, and such default continues for a period of 30
days; provided that a failure to make any of the first six scheduled interest
payments on the Notes in a timely manner will constitute an Event of Default
with no grace or cure period; (c) defaults in the performance or breach of the
provisions of the Indenture applicable to mergers, consolidations and transfers
of all or substantially all of the assets of the Guarantor and the
<PAGE>
8
Company or the failure to make or consummate an Offer to Purchase in accordance
with Section 4.11 or Section 4.13 of the Indenture; (d) the Guarantor or the
Company defaults in the performance of or breaches any other covenant or
agreement of the Guarantor or the Company, as the case may be, in the Indenture
or under the Notes (other than a default specified in clause (a), (b) or (c)
above) and such default or breach continues for a period of 30 consecutive days
after written notice to the Company by the Trustee or the Holders of 25% or more
in aggregate principal amount at maturity of the Notes; (e) there occurs with
respect to any issue or issues of Indebtedness of the Guarantor, the Company or
any Significant Subsidiary having an outstanding principal amount of $10 million
or more in the aggregate for all such issues of all such Persons, whether such
Indebtedness now exists or shall hereafter be created, (I) an event of default
that has caused the holder thereof to declare such Indebtedness to be due and
payable prior to its Stated Maturity and such Indebtedness has not been
discharged in full or such acceleration has not been rescinded or annulled
within 30 days of such acceleration and/or (II) the failure to make a principal
payment at the final (but not any interim) fixed maturity and such defaulted
payment shall not have been made, waived or extended within 30 days of such
payment default; (f) any final judgment or order (not covered by insurance) for
the payment of money in excess of $10 million in the aggregate for all such
final judgments or orders against all such Persons (treating any deductibles,
self-insurance or retention as not so covered) shall be rendered against the
Guarantor, the Company or any Significant Subsidiary and shall not be paid or
discharged, and there shall be any period of 30 consecutive days following entry
of the final judgment or order that causes the aggregate amount for all such
final judgments or orders outstanding and not paid or discharged against all
such Persons to exceed $10 million during which a stay of enforcement of such
final judgment or order, by reason of a pending appeal or otherwise, shall not
be in effect; (g) a court having jurisdiction in the premises enters a decree or
order for (A) relief in respect of the Guarantor, the Company or any Significant
Subsidiary in an involuntary case under any applicable bankruptcy, insolvency or
other similar law now or hereafter in effect, (B) appointment of a receiver,
liquidator, assignee, custodian, trustee, sequestrator or similar official of
the Guarantor, the Company or any Significant Subsidiary or for all or
substantially all of the property and assets of the Guarantor, the Company or
any Significant Subsidiary or (C) the winding up or liquidation of the affairs
of the Guarantor, the Company or any Significant Subsidiary and, in each case,
such decree or order shall remain unstayed and in effect for a period of 60
consecutive days; or (h) the Guarantor, the Company or any Significant
Subsidiary (A) commences a voluntary case under any applicable bankruptcy,
insolvency or other similar law now or hereafter in effect, or consents to the
entry of an order for relief in an involuntary case under any such law, (B)
consents to the appointment of or taking possession by a receiver, liquidator,
assignee, custodian, trustee, sequestrator or similar official of the Guarantor,
the Company or any Significant Subsidiary or for all or substantially all of the
property and assets of the Guarantor, the Company or any Significant Subsidiary
or (C) effects any general assignment for the benefit of creditors. If an Event
of Default (other than an Event of Default specified in clause (g) or (h) above
that occurs with respect to the Guarantor or the Company) occurs and is
continuing under the Indenture, the Trustee or the Holders of at least 25% in
aggregate principal amount at maturity of the Notes, then outstanding, by
written notice to the Company (and to the Trustee if such notice is given by the
Holders), may, and the Trustee at the request of such Holders shall, declare the
principal amount of, premium, if any, and accrued interest on the Notes to be
immediately due and payable. Upon a declaration of acceleration, such
<PAGE>
9
principal amount of, premium, if any, and accrued interest shall be immediately
due and payable. In the event of a declaration of acceleration because an Event
of Default set forth in clause (e) above has occurred and is continuing, such
declaration of acceleration shall be automatically rescinded and annulled if the
event of default triggering such Event of Default pursuant to clause (e) shall
be remedied or cured by the Guarantor, the Company or the relevant Significant
Subsidiary or waived by the holders of the relevant Indebtedness within 60 days
after the declaration of acceleration with respect thereto. If an Event of
Default specified in clause (g) or (h) above occurs with respect to the
Guarantor or the Company, the principal amount of, premium, if any, and accrued
interest on the Notes then outstanding shall ipso facto become and be
immediately due and payable without any declaration or other act on the part of
the Trustee or any Holder. The Holders of at least a majority in principal
amount at maturity of the outstanding Notes by written notice to the Company and
to the Trustee, may waive all past defaults and rescind and annul a declaration
of acceleration and its consequences if (i) all existing Events of Default,
other than the nonpayment of the principal of, premium, if any, and interest on
the Notes that have become due solely by such declaration of acceleration, have
been cured or waived and (ii) the rescission would not conflict with any
judgment or decree of a court of competent jurisdiction.
The Holders of at least a majority in aggregate principal amount at
maturity of the outstanding Notes may direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee or exercising
any trust or power conferred on the Trustee. However, the Trustee may refuse to
follow any direction that conflicts with law or the Indenture, that may involve
the Trustee in personal liability, or that the Trustee determines in good faith
may be unduly prejudicial to the rights of Holders of Notes not joining in the
giving of such direction and may take any other action it deems proper that is
not inconsistent with any such direction received from Holders of Notes. A
Holder may not pursue any remedy with respect to the Indenture or the Notes
unless: (i) the Holder gives the Trustee written notice of a continuing Event of
Default; (ii) the Holders of at least 25% in aggregate principal amount at
maturity of outstanding Notes make a written request to the Trustee to pursue
the remedy; (iii) such Holder or Holders offer the Trustee indemnity
satisfactory to the Trustee against any costs, liability or expense; (iv) the
Trustee does not comply with the request within 60 days after receipt of the
request and the offer of indemnity; and (v) during such 60-day period, the
Holders of a majority in aggregate principal amount at maturity of the
outstanding Notes do not give the Trustee a direction that is inconsistent with
the request. However, such limitations do not apply to the right of any Holder
of a Note to receive payment of the principal of, premium, if any, or interest
on, such Note or to bring suit for the enforcement of any such payment, on or
after the due date expressed in the Notes, which right shall not be impaired or
affected without the consent of the Holder.
19. Trustee Dealings with The Company.
The Trustee under the Indenture, in its individual or any other
capacity, may make loans to, accept deposits from and perform services for the
Company or its Affiliates and may otherwise deal with the Company or its
Affiliates as if it were not the Trustee.
<PAGE>
10
20. No Recourse Against Others.
No recourse for the payment of the principal of, premium, if any, or
interest on any of the Notes or for any claim based thereon or otherwise in
respect thereof, and no recourse under or upon any obligation, covenant or
agreement of the Company or the Guarantor in the Indenture, or in any of the
Notes or because of the creation of any Indebtedness represented thereby, shall
be had against any incorporator, stockholder, officer, director, employee or
controlling person of the Company or the Guarantor or of any successor Person
thereof. Each Holder, by accepting the Notes, waives and releases all such
liability.
21. Authentication.
This Note shall not be valid until the Trustee or authenticating
agent signs the certificate of authentication on the other side of this Note.
22. CUSIP Numbers.
Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Company has caused CUSIP numbers to be
printed on the Notes and the Trustee may use CUSIP numbers in notices of
redemption as a convenience to Holders. No representation is made as to the
accuracy of such numbers either as printed on the Notes or as contained in any
notice of redemption and reliance may be placed only on the other identification
numbers placed thereon.
23. Guarantee.
This Note is Guaranteed by RSL Communications, Ltd., as set forth in
the Indenture.
24. Substitute Note.
This Note is an Exchange Note issued in accordance with the
Indenture in substitution for, but not in payment of, the Notes, dated October
3, 1996, in the aggregate principal amount of $300,000,000 made by the Company
and issued pursuant to the Indenture (the "Prior Notes") and evidences, in lieu
of the Prior Notes, the same outstanding indebtedness, including interest
thereon, as that heretofore evidenced by the Prior Notes. No part of such
indebtedness shall be deemed by reason of the issuance of this Note to have been
repaid and then reborrowed pursuant to a new promissory note.
This Note shall be governed by the laws of the State of New York.
The Company will furnish to any Holder upon written request and
without charge a copy of the Indenture. Requests may be made to RSL
Communications PLC, c/o RSL Communications, N. America, Inc., 767 Fifth Avenue,
Suite 4300, New York, New York 10153, Attention: President.
<PAGE>
11
SCHEDULE A
SCHEDULE OF PRINCIPAL AMOUNT OF INDEBTEDNESS
EVIDENCED BY THIS NOTE
The initial principal amount of indebtedness evidenced by this Note
shall be $300,000,000. The following decreases/increases in the principal amount
evidenced by this Note have been made:
Decrease in Increase in Total Principal
Principal Principal Amount of this Notation Made
Date of Amount of Amount of Global Note by or on
Decrease/ this Global this Global Following such Behalf of
Increase Note Note Decrease/Increase Trustee
- --------- ----------- ----------- -------------- ---------
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<PAGE>
12
OPTION OF HOLDER TO ELECT PURCHASE
If you wish to have this Note purchased by the Company pursuant to
Section 4.11 or Section 4.13 of the Indenture, check the box: |_|
If you wish to have a portion of this Note purchased by the Company
pursuant to Section 4.13 or Section 4.12 of the Indenture, state the amount (in
principal amount): $___________________ ($1,000 or integral multiple thereof).
Date:________________
Your Signature:_________________________________________________________________
Signature Guarantee: ______________________________
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 101,911
<SECURITIES> 157,680
<RECEIVABLES> 34,699
<ALLOWANCES> 4,252
<INVENTORY> 0
<CURRENT-ASSETS> 189,569
<PP&E> 39,951
<DEPRECIATION> 5,279
<TOTAL-ASSETS> 418,517
<CURRENT-LIABILITIES> 84,841
<BONDS> 300,000
0
93
<COMMON> 48
<OTHER-SE> 3,466
<TOTAL-LIABILITY-AND-EQUITY> 418,517
<SALES> 0
<TOTAL-REVENUES> 42,168
<CGS> 0
<TOTAL-COSTS> 36,969
<OTHER-EXPENSES> 18,249
<LOSS-PROVISION> 2,418
<INTEREST-EXPENSE> 9,631
<INCOME-PRETAX> (18,889)
<INCOME-TAX> 258
<INCOME-CONTINUING> (19,147)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (19,147)
<EPS-PRIMARY> (3.98)
<EPS-DILUTED> (3.98)
</TABLE>
