<PAGE>
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10 - Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OF 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the period ended March 31, 2000
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OF 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________to ______________
Commission File Number - 000-23269
METROMEDIA FIBER NETWORK, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 11-3168327
-------- ----------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
c/o Metromedia Fiber Network Services, Inc.
One North Lexington Avenue
White Plains, NY 10601
----------------------
(Address of principal executive office) (Zip code)
(914) 421-6700
--------------
(Registrant's telephone number, including area code)
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 ( )
The number of shares outstanding of the registrant's common stock as of May 8,
2000 was:
CLASS NUMBER OF SHARES
----- ----------------
A 477,815,089
B 67,538,544
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<PAGE>
METROMEDIA FIBER NETWORK, INC. & SUBSIDIARIES
QUARTERLY REPORT ON FORM 10-Q
FOR THE THREE-MONTH PERIOD ENDED MARCH 31, 2000
TABLE OF CONTENTS
ITEM NO. DESCRIPTION
PART I - FINANCIAL INFORMATION
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Item 1. Financial Statements
Consolidated Statements of Operations for the Three Month Periods
Ended March 31, 2000 and 1999.......................................... 1
Consolidated Balance Sheets as of March 31, 2000 and December 31, 1999 2
Consolidated Statements of Cash Flows for the Three Month Periods
Ended March 31, 2000 and 1999.......................................... 3
Notes to Consolidated Financial Statements............................. 4
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.......................................................... 12
Item 3. Quantitative and Qualitative Disclosures about Market Risk............. 17
PART II - OTHER INFORMATION
Item 1. Legal Proceedings...................................................... 18
Item 2. Changes in Securities and Use of Proceeds.............................. 19
Item 3. Defaults Upon Senior Securities........................................ 19
Item 4. Submission of Matters to a Vote of Security Holders.................... 19
Item 5. Other Information...................................................... 19
Item 6. Exhibits and Reports on Form 8-K....................................... 19
</TABLE>
<PAGE>
PART 1 - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
METROMEDIA FIBER NETWORK, INC. & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(IN 000'S, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
------------------------
2000 1999
--------- ---------
<S> <C> <C>
Revenue ................................................. $ 31,921 $ 18,379
Expenses:
Cost of sales ...................................... 35,576 8,258
Selling, general and administrative ................ 27,660 6,073
Depreciation and amortization ...................... 32,489 1,195
--------- ---------
Income (loss) from operations ........................... (63,804) 2,853
Interest income .................................... 25,057 7,437
Interest expense ................................... (45,180) (15,904)
Loss from joint ventures ........................... (1,233) (200)
--------- ---------
Net loss ................................................ $ (85,160) $ (5,814)
========= =========
Net loss per share, basic ............................... $ (0.16) $ (0.02)
========= =========
Net loss per share, diluted ............................. N/A N/A
========= =========
Weighted average number of shares
outstanding, basic ................................. 533,410 378,004
========= =========
Weighted average number of shares
outstanding, diluted ............................... N/A N/A
========= =========
</TABLE>
SEE ACCOMPANYING NOTES
1
<PAGE>
METROMEDIA FIBER NETWORK, INC. & SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN 000'S, EXCEPT SHARE AMOUNTS)
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
2000 1999
----------- -----------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents .............................................. $ 2,535,829 $ 1,262,391
Pledged securities ..................................................... 32,312 31,960
Accounts receivable .................................................... 83,501 72,166
Prepaid expenses and other current assets .............................. 15,485 10,948
----------- -----------
Total current assets .............................................. 2,667,127 1,377,465
Fiber optic transmission network and related equipment, net ................. 1,127,417 796,684
Property and equipment, net ................................................. 16,869 9,215
Restricted cash ............................................................. 69,355 82,193
Marketable securities ....................................................... 119,639 29,628
Investment in/advances to joint venture ..................................... 35,043 23,130
Other assets ................................................................ 97,558 102,573
Goodwill, net ............................................................... 1,582,230 1,539,097
----------- -----------
Total assets ...................................................... $ 5,715,238 $ 3,959,985
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable ....................................................... $ 48,678 $ 43,344
Accrued expenses ....................................................... 235,898 186,528
Deferred revenue, current portion ...................................... 16,598 12,867
Capital lease obligations and notes payable, current portion ........... 7,409 6,781
----------- -----------
Total current liabilities ......................................... 308,583 249,520
Senior notes payable ........................................................ 1,660,900 1,660,900
Convertible subordinated notes payable ...................................... 975,281 --
Capital lease obligations and notes payable ................................. 37,291 38,414
Deferred revenue ............................................................ 191,331 176,475
Commitments and contingencies (see notes)
Stockholders' equity:
Class A common stock, $.01 par value; 4,808,062,482
shares authorized; 476,696,386 and 411,116,800
shares issued and outstanding, respectively ......................... 4,766 4,111
Class B common stock, $.01 par value; 1,044,509,564
shares authorized; 67,538,544 shares
issued and outstanding .............................................. 676 676
Additional paid-in capital ............................................. 2,792,217 1,995,741
Accumulated deficit .................................................... (242,335) (157,175)
Cumulative comprehensive loss .......................................... (13,472) (8,677)
----------- -----------
Total stockholders' equity ........................................ 2,541,852 1,834,676
----------- -----------
Total liabilities and stockholders' equity ........................ $ 5,715,238 $ 3,959,985
=========== ===========
</TABLE>
SEE ACCOMPANYING NOTES
2
<PAGE>
METROMEDIA FIBER NETWORK, INC. & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(IN 000'S)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
-----------------------------
2000 1999
<S> <C> <C>
Cash flows from operating activities:
Net loss ........................................................................... $ (85,160) $ (5,814)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Depreciation and amortization ................................................ 32,489 1,195
Amortization of deferred financing costs ..................................... 1,420 500
Loss from joint venture ...................................................... 1,233 200
CHANGE IN OPERATING ASSETS AND LIABILITIES:
Accounts receivable .......................................................... (11,521) (14,901)
Accounts payable and accrued expenses ........................................ 53,431 24,497
Deferred revenue ............................................................. 16,986 1,937
Other ........................................................................ 515 2,417
----------- -----------
Net cash provided by operating activities ...................................... 9,393 10,031
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of marketable securities ................................................. (90,011) --
Capital expenditures on fiber optic transmission
network and related equipment .................................................... (342,332) (60,133)
Investment in / advances to joint venture .......................................... (15,432) --
Capital expenditures on property and equipment ..................................... (7,370) (647)
Business acquisitions (net of cash acquired) ....................................... 515 (24,966)
----------- -----------
Net cash used in investing activities .......................................... (454,630) (85,746)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock ............................................. 737,851 317
Purchases and sales of pledged securities .......................................... (352) --
Restricted cash secured by letter of credit ........................................ 12,838 (63,313)
Repayment of notes payable ......................................................... (2,148) --
Proceeds from issuance of notes payable ............................................ 975,281 --
Payments of business acquisition's pre-acquisition debt ............................ -- (15,028)
----------- -----------
Net cash (used in) provided by financing activities ............................ 1,723,470 (78,024)
----------- -----------
EFFECT OF EXCHANGE RATE CHANGES ON CASH ............................................ (4,795) --
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ............................... 1,273,438 (153,739)
CASH AND CASH EQUIVALENTS-BEGINNING OF PERIOD ...................................... 1,262,391 569,319
----------- -----------
CASH AND CASH EQUIVALENTS-END OF PERIOD ............................................ $ 2,535,829 $ 415,580
=========== ===========
Supplemental information:
Interest paid .................................................................. $ 592 $ 457
=========== ===========
Income taxes paid .............................................................. $ -- $ 1,552
=========== ===========
Accrued capital expenditures ................................................... $ 130,742 $ 11,716
=========== ===========
</TABLE>
In connection with the acquisitions of MIBH and of 100% of the shares owned by
the joint venture partners of AboveNet UK Ltd., the Company issued shares of
class A common stock with a total value of $49,280 and $10,000, respectively.
SEE ACCOMPANYING NOTES
3
<PAGE>
METROMEDIA FIBER NETWORK, INC. & SUBSIDIARIES
1. BASIS OF PRESENTATION, DESCRIPTION OF THE BUSINESS AND SIGNIFICANT ACCOUNTING
POLICIES
BASIS OF PRESENTATION
The consolidated financial statements include the accounts of Metromedia Fiber
Network, Inc. and its wholly owned subsidiaries, (collectively, "MFN" or the
"Company"). All significant inter-company balances and transactions have been
eliminated in consolidation. Investments in joint ventures which are not
majority owned, or which the Company does not control but over which it
exercises significant influence, are accounted for using the equity method.
Certain reclassifications have been made to the consolidated financial
statements for prior periods to conform to the current presentation.
The interim unaudited consolidated financial statements in this Report have been
prepared in accordance with the rules and regulations of the United States
Securities and Exchange Commission's Regulation S-X and consequently do not
include all disclosures required under accounting principles generally
accepted in the United States. The interim unaudited consolidated financial
statements should be read in conjunction with the audited Consolidated
Financial Statements of the Company and accompanying Notes for the year ended
December 31, 1999, contained in the Company's Annual Report on Form 10-K. The
Form 10-K includes information with respect to the Company's significant
accounting and financial reporting policies and other pertinent information.
The Company believes that all adjustments of a normal recurring nature that
are necessary for a fair presentation of the results of the interim periods
presented in this report have been made.
DESCRIPTION OF BUSINESS
The Company provides dedicated fiber optic infrastructure and high-bandwidth
Internet connectivity for its communications intensive customers. The Company is
a facilities-based provider of technologically advanced, high-bandwidth, fiber
optic communications infrastructure to communications carriers and corporate and
government customers in the United States and Europe. Through its acquisition of
AboveNet Communications, Inc. ("AboveNet") on September 8, 1999, the Company
also provides "one-hop" connectivity that enables mission critical Internet
applications to thrive, as well as high-bandwidth infrastructure, including
managed co-location services. AboveNet's wholly-owned subsidiary, PAIX.net, Inc.
("PAIX"), serves as a packet switching center for ISPs and also offers secure,
fault-tolerant co-location services to ISPs.
The Company currently has operations in, or under construction in, fifteen
cities throughout the United States and seven selected international markets.
The Company intends to expand its presence to include approximately 50 Tier I
and Tier II markets in the United States and 17 major international markets.
The Company's existing intra-city networks consist of approximately 610,000
fiber miles covering in excess of 1,200 route miles in the United States. Its
inter-city network consists of approximately 132,000 fiber miles primarily
covering its 255 route-mile network that the Company has built between New York
City and Washington D.C. The Company has also built or contracted to acquire a
nationwide dark fiber network linking its intra-city networks.
In February 1999, the Company entered into an agreement with Viatel, Inc. and
Carrier 1 Holdings, Ltd. to jointly build a dark fiber inter-city network among
selected cities throughout Germany. Once completed, our German network will
consist of approximately 320,000 fiber miles covering in excess of 1,450 route
miles connecting 14 major cities. The Company has also acquired fiber on the
Circe network, which connects a number of European markets. In addition to its
inter-city networks, the Company is constructing 16 intra-city networks
throughout Europe. Separately, the Company has also entered into a contract to
acquire rights to dark fiber network facilities in Toronto, Canada.
4
<PAGE>
METROMEDIA FIBER NETWORK, INC. & SUBSIDIARIES
1. BASIS OF PRESENTATION, DESCRIPTION OF THE BUSINESS AND SIGNIFICANT ACCOUNTING
POLICIES (CONTINUED)
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
MANAGEMENT ESTIMATES
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosures of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting periods. Actual results may differ from those estimates.
FIBER OPTIC TRANSMISSION NETWORK AND RELATED EQUIPMENT
The fiber optic transmission network and related equipment are stated at cost.
Costs incurred in connection with the installation and expansion of the network
are capitalized. Depreciation is computed using the straight-line method through
the life of either the franchise agreement or right of way for the related
network.
RECAPITALIZATIONS
On March 2, 2000 the Company announced a two-for-one stock split of the
Company's class A and class B common stock in the form of a 100 percent stock
dividend to all shareholders of record on March 14, 2000. This split was
effective on April 17, 2000.
The accompanying financial statements give retroactive effect to the above
recapitalization.
RECOGNITION OF REVENUE
The Company recognizes revenue on telecommunications services ratably over the
term of the applicable lease agreements with customers. Amounts billed in
advance of the service provided are recorded as deferred revenue. Revenue on
bandwidth and space requirement charges is recognized in the period in which the
services are provided. In addition, the Company had occasionally entered into
sales-type leases for portions of its network. For those leases entered into
prior to completion of the portion of the network and under contracts entered
into before June 30, 1999, the Company recognizes revenue using the percentage
of completion method.
Under the percentage of completion method, progress is generally measured on
performance milestones relating to the contract where such milestones fairly
reflect the progress toward contract completion. Network construction costs
include all direct material and labor costs and those indirect costs related to
contract performance. General and administrative costs are charged to expense as
incurred. If necessary, the estimated loss on an uncompleted contract is
expensed in the period in which it is identified. Contract costs are estimated
using allocations of the total cost of constructing the specific phase of the
network. Revisions to estimated profits on contracts are recognized in the
period that they become known.
Most of the Company's contracts for the provision of dark fiber are accounted as
operating leases under which it recognizes recurring monthly revenues. For
certain other contracts the Company recognizes revenue under the percentage of
completion method for the provision of dark fiber. Effective June 30, 1999, the
Financial Accounting Standards Board issued FASB Interpretation No. 43 "Real
Estate Sales" ("FIN 43") which requires that sales or leases of integral
equipment be accounted for in accordance with real estate accounting rules. The
company believes that the staff of the Securities and Exchange Commission
requires the classification of dark fiber cables in the ground as integral
equipment as defined in FIN 43. Accounting for dark fiber leases as defined by
FIN 43 does not change any of the economics of the contracts. It requires the
Company, however, to recognize the revenue from certain leases as operating
leases over the term of the contract as opposed to the
5
<PAGE>
METROMEDIA FIBER NETWORK, INC. & SUBSIDIARIES
1. BASIS OF PRESENTATION, DESCRIPTION OF THE BUSINESS AND SIGNIFICANT ACCOUNTING
POLICIES (CONTINUED)
prior method of recognizing revenue when the Company delivers the fiber. As a
result, this change in accounting treatment reduces the revenue and income that
the Company recognizes in the earlier years of the contract and spreads it out
over the life of the contract regardless of when the cash was received or the
delivery of the fiber took place.
By way of example, if the Company entered into an agreement for a 25-year lease
for dark fiber with a customer who pays $100.0 million in cash when the contract
is signed, the Company previously recorded revenues of $20.0 million over the 5
years during which the Company delivered the dark fiber. By contrast, the real
estate accounting rules of FIN 43 would require recognition of revenue of $4.0
million per year over the 25 year term of the contract, even though the Company
would receive a cash payment of $100.0 million when the contract is signed.
The Company implemented FIN 43 real estate accounting for certain of its leases
entered into after June 30, 1999, and has not restated any amounts for contracts
executed prior to such date. Although there was no change to the economics of
the contracts or the timing of the cash to be received by the Company, the
impact of the change in accounting resulted in the Company recording
substantially less revenue after July 1, 1999 than would have been recorded if
this change had not been imposed. Revenue recognized for the three months ended
March 31, 2000 and 1999 related to the percentage of completion method was
$325,000 and $16.8 million, respectively. The related cost of sales recorded was
$49,000 and $6.3 million, respectively, for the three months ended March 31,
2000 and 1999. In the future, similar revenues will be recognized over the term
of the related contracts, typically 20 to 25 years.
The Company also provides installation services for its customers, and as these
services typically are completed within a short time period, the Company records
the revenues and related costs for these services under the completed contract
method.
DEFERRED REVENUE
Deferred revenue represents prepayments received from customers for future use
of the Company's fiber optic network and co-location facilities as well as
prepayment for installation services, which have not yet been provided. Lease
payments are structured as either prepayments or monthly recurring charges.
Prepayments are accounted for as deferred revenues and recognized over the term
of the respective customer lease agreement.
COMPREHENSIVE LOSS
Statement of Financial Accounting Standards No. 130 ("SFAS 130") Reporting
Comprehensive Income establishes rules for the reporting of comprehensive income
and its components. Comprehensive loss consists of net loss and foreign currency
translation adjustments. The comprehensive loss for the three months ended March
31, 2000 and 1999 was approximately $90 million and $8.7 million, respectively.
6
<PAGE>
METROMEDIA FIBER NETWORK, INC. & SUBSIDIARIES
1. BASIS OF PRESENTATION, DESCRIPTION OF THE BUSINESS AND SIGNIFICANT ACCOUNTING
POLICIES (CONTINUED)
SEGMENT INFORMATION
The Company discloses information regarding segments in accordance with SFAS No.
131, "Disclosures about Segments of an Enterprise and Related Information." SFAS
No. 131 establishes standards for reporting of financial information about
operating segments in annual financial statements and requires reporting
selected information about operating segments in interim financial reports. The
disclosure of segment information is not required as the Company operates in
only one business segment.
As of and for the three months ended March 31, 2000 and 1999, substantially all
of the Company's assets were located in the United States and the Company
derived substantially all of its revenue from businesses located in the United
States.
IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS
In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivatives and
Hedging Activities," which establishes accounting and reporting standards for
derivative instruments and hedging activities. This standard is effective for
all fiscal quarters of fiscal years beginning after June 15, 2000. The Company
does not expect the adoption of SFAS No. 133 to have an impact on its results of
operations, financial position or cash flows.
In March 2000, the FASB issued FASB Interpretation No. 44 "Accounting for
Certain Transactions involving Stock Compensation " ("FIN 44"), an
interpretation of APB Opinion No. 25 "Accounting for Stock Issued to Employees.
FIN 44 is effective July 1, 2000 and effects the way certain stock options
granted to non-employees will be accounted for.
2. FIBER OPTIC TRANSMISSION NETWORK AND RELATED EQUIPMENT
Fiber optic transmission network and related equipment consist of the following
(in 000's):
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
2000 1999
----------- -----------
<S> <C> <C>
Fiber optic network ............... $ 462,311 $ 318,494
Data Centers ...................... 128,502 97,400
Telecommunication equipment & other 66,001 51,878
Construction in progress .......... 509,810 356,404
----------- -----------
Total Network ..................... 1,166,624 824,176
Less: accumulated depreciation .... (39,207) (27,492)
----------- -----------
$ 1,127,417 $ 796,684
=========== ===========
</TABLE>
Construction in progress includes amounts incurred in the Company's expansion of
its network and data centers. These amounts include fiber optic cable and other
materials, engineering and other layout costs, fiber optic cable installation
costs and other network assets held under capital leases. Construction in
progress also includes payments for rights of way for the underlying sections of
the network build.
7
<PAGE>
METROMEDIA FIBER NETWORK, INC. & SUBSIDIARIES
3. INVESTMENT IN/ADVANCES TO JOINT VENTURES
During 1997 the Company formed a joint venture with Racal Telecommunications,
Inc. ("Racal") that provides broad-based transatlantic communication services
between New York and London. During 1999 and 1998, the Company made capital
contributions of $1.8 million and $4.3 million, respectively. The Company
accounts for its investment using the equity method. The Company records equity
losses based on its 50% interest in the joint venture.
As part of its international expansion strategy, AboveNet has entered into joint
ventures to provide managed co-location and Internet connectivity solutions for
mission critical Internet operations overseas. In March 1999, AboveNet entered
into agreements to form joint ventures in Austria, Germany, France and the
United Kingdom. (The Company purchased an additional interest in the joint
venture in the United Kingdom in February 2000 - see note 4). AboveNet invested
a total of $30.6 million in these ventures through March 31, 2000. These joint
ventures are accounted for under the equity method of accounting.
In December 1999, AboveNet entered into a joint venture agreement in Japan. The
Company invested a total of $4.0 million through March 31, 2000, and is required
to invest an additional $4.0 million for up to a 40% ownership in this venture.
4. ACQUISITIONS
In February 2000, the Company purchased the remaining 60% of it's 40% owned
joint venture in the United Kingdom, AboveNet UK Limited, for shares of the
Company's stock with a market value of $10 million. The excess of purchase price
over the fair values of net assets acquired was approximately $10 million and
has been recorded as goodwill, which is being amortized on a straight - line
basis over 20 years.
On January 19, 2000, the Company completed the acquisition of MIBH Inc., a
network outsourcing provider offering full-service management of business
Internet connectivity solutions for approximately $52.3 million in cash and
stock. The excess of purchase price over the fair values of net assets acquired
was approximately $51 million and has been recorded as goodwill, which is being
amortized on a straight - line basis over 20 years
Under the terms of the agreement, MIBH became a wholly owned subsidiary of
Metromedia Fiber Network, Inc. The shareholders of MIBH, a privately held
company, received an aggregate of 1,884,418 shares of Metromedia Fiber Network
class A common stock, having a fair market value of approximately $49.3 million
and $3.0 million in cash.
On September 8, 1999, the Company acquired all of the outstanding common stock
of AboveNet for a total purchase price, paid in Company class A common stock, of
approximately $1.8 billion. The holders of AboveNet common stock, stock options
and warrants received 2.35 shares of the Company's class A common stock, stock
options and warrants, respectively. AboveNet has its primary operations in San
Jose, California and is a leading provider of facilities-based, managed services
for customer-owned Web servers and related equipment, known as co-location, and
high performance Internet connectivity solutions for electronic commerce and
other business critical Internet operations. The excess of the purchase price
over the fair values of the net assets acquired was approximately $1.6 billion
and has been recorded as goodwill, which is being amortized on a straight - line
basis over 20 years. In addition, in connection with the acquisition, the
Company issued a letter of credit, secured by the Company's restricted cash in
the amount of $25 million, to further secure a credit facility of AboveNet.
On June 21, 1999, AboveNet acquired certain assets and assumed certain
liabilities of PAIX from Compaq Computer Corporation ("Compaq") for a
total purchase price of $76.4 million consisting of $70 million in cash,
certain future ongoing services to be provided by AboveNet to Compaq, with a
value estimated to be $5.0 million, and acquisition related costs of $1.4
million. PAIX is a high-level switching and peering point for global and
Internet service providers and content providers.
8
<PAGE>
METROMEDIA FIBER NETWORK, INC. & SUBSIDIARIES
4. ACQUISITIONS (CONTINUED)
On March 11, 1999, the Company acquired all the outstanding common stock of
Communication Systems Development, Inc. ("CSD") for $25 million in cash. CSD has
its primary operations in Dallas, Texas and is engaged in the engineering and
construction of fiber optic networks. The excess of the purchase price over the
fair values of the net assets acquired was approximately $11.2 million and has
been recorded as goodwill, which is being amortized on a straight - line basis
up to 20 years.
All acquisitions have been accounted for under the purchase method. The results
of operations of the acquired businesses are included in the consolidated
financial statements from the dates of acquisition.
5. GERMAN NETWORK BUILD
In February 1999, the Company entered into a joint venture with Viatel, Inc. and
Carrier 1 Holdings, Ltd. to jointly build a national fiber optic
telecommunications network in Germany. Upon completion of construction, the
joint venture will be dissolved and the Company will own its own separate German
broadband network. In connection with the terms of this agreement, the Company
made a deposit payment of $4.7 million, during the third quarter of 1998. Upon
signing a definitive agreement, the Company provided an irrevocable standby
letter of credit in the amount of $64 million as security for the construction
costs of the network, which, in addition to the deposit payment made, covers the
Company's portion of the estimated construction costs. During the first quarter
of 2000, the letter of credit amount was increased by $12.5 million. As of March
31, 2000, construction costs of approximately $40.9 million have been incurred
and are included in fiber optic transmission network.
6. RELATED PARTY TRANSACTIONS
The Company is a party to a management agreement under which the Company's
controlling shareholder, Metromedia Company, provides consultation and advisory
services relating to legal matters, insurance, personnel and other corporate
policies, cash management, internal audit and finance, taxes, benefit plans and
other services as are reasonably requested. The management agreement terminates
on December 31, of each year, and is automatically renewed for successive
one-year terms unless either party terminates upon 60 days prior written notice.
The 2000 and 1999 management fee under the agreement is $1.0 million, payable
quarterly at a rate of $250,000. The Company is also obligated to reimburse
Metromedia Company for all its out-of-pocket costs and expenses incurred and
advances paid by Metromedia Company in connection with the management agreement.
7. NOTES PAYABLE
On March 6, 2000, the Company issued $975.3 million of 6.15% convertible
subordinated notes due March 6, 2010, to Bell Atlantic Investments, Inc. ("Bell
Atlantic"). The notes are convertible into shares of class A common stock at a
conversion price of $17.00 per share. Interest on the notes is payable
semi-annually in arrears on March 15 and September 15, commencing on September
15, 2000. Upon the occurrence of a change of control, each holder of convertible
subordinated notes will have the right to require the Company to purchase all or
any part of that holder's convertible subordinated notes at a price equal to
100% of the outstanding principal amount. The payment of all amounts due on the
convertible subordinated notes is subordinated to the prior payment of the
senior notes.
At March 31, 2000, AboveNet had $17.6 million outstanding under its credit
facility (the "Credit Facility"), with no additional borrowings available.
Borrowings outstanding under the Credit Facility are payable in 42 monthly
installments, bear interest at rates ranging from 13.3% to 15.1% and are
collateralized by the equipment and leasehold improvements purchased with the
proceeds of the borrowing. Additionally, in connection with the AboveNet
acquisition, the Company issued a letter of credit, secured by the Company's
restricted cash in the amount of $25.0 million, to further secure the Credit
Facility. At March 31, 2000, the outstanding borrowings on the Credit
Facility are due as follows: 2000 - $3.9 million, 2001 - $6.8 million, and
2002 - $6.9 million.
9
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METROMEDIA FIBER NETWORK, INC. & SUBSIDIARIES
8. BELL ATLANTIC INVESTMENT
On October 7, 1999, the Company entered into a securities purchase agreement
with Bell Atlantic, under which Bell Atlantic purchased approximately 51.1
million newly issued shares of our class A common stock at a purchase price of
$14.00 per share and a convertible subordinated note of approximately $975.3
million, which is convertible into shares of our class A common stock at a
conversion price of $17.00 per share (see Note 7). After the issuance of the
51.1 million shares of class A common stock and assuming conversion of the
convertible subordinated notes, this investment represents 18.2% of our
outstanding shares. Bell Atlantic has also agreed to pay us $550 million over
the next three years in exchange for delivery of fiber optic facilities over the
next five years. The proceeds from these transactions will be used to fund the
expansion of our network.
9. CONTINGENCIES
On or about June 12, 1998, Claudio E. Contardi commenced an action against Peter
Sahagen, Sahagen Consulting Group of Florida and the Company in the United
States District Court for the Southern District of New York, No. 98 CIV 4140
(the "Contardi Litigation"). Mr. Contardi alleges a cause of action for, among
other things, breach of a finder's fee agreement entered into between Mr.
Sahagen and Mr. Contardi on or about November 14, 1996 and breach of an implied
covenant of good faith and fair dealing contained in the finder's fee agreement.
Mr. Contardi is seeking, among other things, a number of the Company's shares of
class A common stock which the Company cannot currently ascertain but believe to
be approximately 112,500 shares (calculated as of the date on which the
complaint was filed without taking into account subsequent stock splits) or
damages in an amount which the Company cannot currently ascertain but believe to
be approximately $4.9 million (calculated as of the date on which the complaint
was filed) and all costs and expenses incurred by him in this action. The
Company has filed an answer to the complaint and has raised affirmative
defenses. The Company has moved for summary judgment on the complaint.
In January 2000, Herman Goldsmith and Arnold S. Schickler commenced an action
against the Company, F. Garofalo Electric Co., Inc. and Stephen A. Garofalo in
the Supreme Court of the State of New York, County of New York (No. 600163/00)
(the "Goldsmith Litigation"). The complaint alleges a cause of action for breach
of contract in connection with an alleged "finders agreement" entered into in
1993 between Messrs. Goldsmith and Schickler, on the one hand, and F. Garofalo
Electric Co., Inc. and Stephen A. Garofalo, on the other. Plaintiffs seek
damages of approximately $861 million, plus interest from September 7, 1999, in
addition to their costs, expenses and reasonable attorneys' fees. On April 7,
2000, the Company filed a motion to dismiss the complaint. The motion is
expected to be fully briefed by June 19, 2000.
The Company intends to vigorously defend both these actions because the Company
believes that it acted appropriately in connection with the matters at issue in
these two cases. However, there can be no assurance that the Company will not
determine that the advantages of entering into a settlement outweigh the risk
and expense of protracted litigation or that ultimately the Company will be
successful in defending against these allegations. If the Company is
unsuccessful in defending against these allegations, awards of the magnitude
being sought in the Contardi Litigation and the Goldsmith Litigation would have
a material adverse effect on its financial condition and results of operations.
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METROMEDIA FIBER NETWORK, INC. & SUBSIDIARIES
9. CONTINGENCIES (CONTINUED)
On or about October 20, 1997, Vento & Company of New York, LLC commenced an
action against the Company, Stephen A. Garofalo, Peter Silverman, the law firm
of Silverman, Collura, Chernis & Balzano, P.C., Peter Sahagen, Sahagen
Consulting Group of Florida, Robert Kramer, Birdie Capital Corp., Lawrence
Black, Sterling Capital LLC, Penrush Limited, Needham Capital Group, Arthur
Asch, Michael Asch and Ronald Kuzon in the United States District Court for the
Southern District of New York, No. 97 CIV 7751(JGK). On or about May 29, 1998,
Vento & Company filed an amended complaint. On or about July 1, 1999, Vento &
Company filed a second amended complaint. In its complaint, as amended, Vento &
Company alleged seven causes of action in connection with its sale of 900,000
shares, not adjusted for subsequent stock splits, of the Company's class A
common stock to Mr. Sahagen and some of the defendants on January 13, 1997.
These seven causes of action included: (i) violation of Section 10(b) of the
Securities Exchange Act of 1934 and Rule 10b-5 promulgated under such Act; (ii)
fraud and fraudulent concealment; (iii) breach of fiduciary duty (but not
against the Company); (iv) negligent misrepresentation and omission; and (v)
breach of contract. Vento & Company was seeking, among other things, rescission
of the stock sale, or alternatively, damages in an amount, which it contended
was in excess of $460 million, together with interest. In March 2000, the
parties entered into a settlement agreement. Under the Company's portion of the
settlement, the Company is issuing shares of class A common stock having a value
of approximately $1.9 million. As a result, the action has been dismissed with
prejudice.
On June 29, 1999, an alleged stockholder of AboveNet filed a lawsuit, captioned
KAUFMAN V. TUAN, ET AL, Del. Ch. C.A. No. 17259NC, in the Court of Chancery of
the State of Delaware in and for the New Castle County. The plaintiff, who
purports to represent a class of all AboveNet stockholders, challenges the terms
of the proposed merger between the Company and AboveNet. The complaint names, as
defendants, AboveNet, the directors of AboveNet, and the Company (as an aider
and abettor). The complaint alleges generally that AboveNet's directors breached
their fiduciary duty to stockholders of AboveNet, and seeks an injunction
against the merger, or, in the alternative, rescission and the recovery of
unspecified damages, fees and expenses. AboveNet, the Company and the individual
defendants believe the lawsuit is without merit and intend to defend themselves
vigorously. AboveNet and the individual director defendants' responses were
filed on July 22, 1999. In connection with these responses, a motion to dismiss
the complaint in its entirety and a motion to stay discovery pending the outcome
of the motion to dismiss were filed by the AboveNet and the individual directors
of AboveNet on July 22, 1999. Similar motions to dismiss the complaint and stay
discovery were filed by the Company on July 26, 1999. Upon stipulation of the
parties, this action was dismissed without prejudice in December 1999.
Four other complaints, which are virtually identical to the complaint in Kaufman
v. Tuan, have also been filed in the Delaware Court of the Chancery. None of
these four complaints have been served. The four actions are captioned Brosious
v. Tuan, et al, Del. Ch. C.A. No. 17271NC, Chong v. Tuan, et al, Del. Ch. C.A.
No. 17281NC, Ehlert v. Tuan, et al, Del. Ch. C.A. No. 17284NC, Horn v. Tuan, et
al, Del. Ch. C.A. No. 17300NC.
In addition, the Company is subject to various claims and proceedings in the
ordinary course of business. Based on information currently available, the
Company believes that none of such current claims, or proceedings, individually,
or in the aggregate, including the Contardi Litigation and the Goldsmith
Litigation, will have a material adverse effect on our financial condition or
results of operations, although the Company can make no assurances in this
regard.
11. SUBSEQUENT EVENT
On May 9, 2000 the Company finalized an agreement with Pacific Gateway Exchange
("PGE") to purchase PGE's ownership position in two transoceanic fiber-optic
cable consortia. Under the terms of the sale, the Company will pay approximately
$52 million in net cash proceeds to PGE, primarily to reimburse it for payment
to the consortia to date. MFN will assume PGE's future payment obligations to
the cable consortia.
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METROMEDIA FIBER NETWORK, INC. & SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Any statements in this Quarterly Report on Form 10-Q about our expectations,
beliefs, plans, objectives, assumptions or future events or performance are not
historical facts and are forward-looking statements. These statements are often,
but not always, made through the use of words or phrases such as "will," "will
likely result," "expect," "will continue," "anticipate," "estimate," "intend,"
"plan," "projection," "would," "should" and "outlook." Accordingly, these
statements involve estimates, assumptions and uncertainties which could cause
actual results to differ materially from those expressed in them. Any
forward-looking statements are qualified in their entirety by reference to the
factors discussed throughout this Report and our Annual Report on Form 10-K for
the year ended December 31, 1999. The following cautionary statements identify
important factors that could cause our actual results to differ materially from
those projected in the forward-looking statements made in this prospectus. Among
the key factors that have a direct bearing on our results of operations are:
- general economic and business conditions; the existence or absence
of adverse publicity; changes in, or failure to comply with,
government regulations; changes in marketing and technology;
changes in political, social and economic conditions;
- increased competition in the telecommunications industry; industry
capacity; general risks of the telecommunications industries;
- success of acquisitions and operating initiatives; changes in
business strategy or development plans; management of growth;
- availability, terms and deployment of capital;
- construction schedules; costs and other effects of legal and
administrative proceedings;
- dependence on senior management; business abilities and judgment
of personnel; availability of qualified personnel; labor and
employee benefit costs;
- development risks; risks relating to the availability of
financing; and
- other factors referenced in this Report and the Form 10-K.
Because the risk factors referred to above could cause actual results or
outcomes to differ materially from those expressed in any forward-looking
statements made by us, you should not place undue reliance on any such
forward-looking statements. Further, any forward-looking statement speaks only
as of the date on which it is made and we undertake no obligation to update any
forward-looking statement or statements to reflect events or circumstances after
the date on which such statement is made or to reflect the occurrence of
unanticipated events. New factors emerge from time to time, and it is not
possible for us to predict which will arise. In addition, we cannot assess the
impact of each factor on our business or the extent to which any factor, or
combination of factors, may cause actual results to differ materially from those
contained in any forward-looking statements.
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METROMEDIA FIBER NETWORK, INC. & SUBSIDIARIES
GENERAL
We provide dedicated fiber optic infrastructure and high-bandwidth
Internet connectivity for our communications intensive customers. We are a
facilities-based provider of technologically advanced, high-bandwidth, fiber
optic communications infrastructure to communications carriers and corporate and
government customers in the United States and Europe. Through our acquisition of
AboveNet, we also provide "one-hop" connectivity that enables mission-critical
Internet applications to thrive, as well as high-bandwidth infrastructure,
including managed co-location services.
We currently have operations in, or under construction in, fifteen
cities throughout the United States and seven selected international markets. We
intend to expand our presence to include approximately 50 Tier I and Tier II
markets in the United States and 17 major international markets.
Our existing intra-city networks consist of approximately 610,000 fiber
miles covering in excess of 1,200 route miles in the United States. We are
currently working to expand our existing local intra-city networks in these
metropolitan areas, and to construct additional intra-city networks in
approximately 40 additional Tier I and Tier II markets in the United States.
Our inter-city network currently consists of approximately 132,000
fiber miles primarily covering the 255 route-mile network that we have built
between New York City and Washington, D.C. We have also built or contracted to
acquire a nationwide dark fiber network linking our intra-city networks.
In addition to our domestic networks, we intend to expand our
international presence to include approximately 17 major markets. In February
1999, we entered into an agreement with Viatel, Inc. and Carrier 1 Holdings,
Ltd. to jointly build a dark fiber inter-city network connecting selected cities
throughout Germany. Once completed, the German network will consist of
approximately 320,000 fiber miles covering in excess of 1,450 route miles
connecting 14 major cities. We have also acquired fiber on the Circe network,
which connects a number of European markets. In addition to our inter-city
networks, we are constructing 16 intra-city networks throughout Europe.
Separately, we have also entered into a contract to acquire rights to dark fiber
network facilities in Toronto, Canada.
On September 8, 1999, we completed the acquisition of AboveNet. The
holders of AboveNet common stock received 2.35 shares of our class A common
stock for each share of AboveNet common stock. AboveNet is a leading provider of
facilities-based, managed services for customer-owned Web servers and related
equipment, known as co-location, and high performance Internet connectivity
solutions for electronic commerce and other business critical Internet
operations. PAIX, AboveNet's wholly owned subsidiary, serves as a packet
switching center for ISPs. PAIX also offers secure, fault-tolerant co-location
services to ISPs. The acquisition has been recorded under the purchase method of
accounting and AboveNet's results are included in the results of operations
subsequent to the acquisition date.
On October 7, 1999, we entered into a securities purchase agreement
with Bell Atlantic, under which Bell Atlantic purchased approximately 51.1
million newly issued shares of our class A common stock at a purchase price of
$14.00 per share and a convertible subordinated note of approximately $975.3
million, which is convertible into shares of our class A common stock at a
conversion price of $17.00 per share. This transaction closed on March 6, 2000.
After the issuance of the 51.1 million shares of class A common stock and
assuming conversion of the convertible subordinated note, this investment
represents 18.2% of our outstanding shares. Bell Atlantic has also agreed to pay
us $550 million over the next three years in exchange for delivery of fiber
optic facilities over the next five years. The proceeds from these two
transactions will be used to fund the expansion of our network.
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METROMEDIA FIBER NETWORK, INC. & SUBSIDIARIES
Most of our contracts for the provision of dark fiber are accounted for
as operating leases under which we recognize recurring monthly revenues. For
certain other contracts we recognize revenue under the percentage of completion
method for the provision of dark fiber. Effective June 30, 1999, the Financial
Accounting Standards Board issued FASB Interpretation No. 43,"Real Estate Sales"
("FIN 43"), which requires that sales or leases of integral equipment subsequent
to June 30, 1999, be accounted for in accordance with real estate accounting
rules. We believe that the staff of the Securities and Exchange Commission
requires the classification of dark fiber cables in the ground as integral
equipment as defined in FIN 43. Accounting for dark fiber leases as defined by
FIN 43 does not change any of the economics of the contracts. It requires us,
however, to recognize the revenue from certain leases as operating leases over
the term of the contract as opposed to the prior method of recognizing revenue
when we deliver the fiber. As a result, this change in accounting treatment
reduces the revenue and income that we recognize in the earlier years of the
contract and spreads it out over the life of the contract regardless of when the
cash was received or the delivery of the fiber took place.
By way of example, if we entered into an agreement for a 25 year lease
for dark fiber with a customer who pays $100.0 million in cash when the contract
is signed, we previously recorded average revenues of $20.0 million over the 5
years during which we delivered the dark fiber. By contrast, the real estate
accounting rules of FIN 43 would require us to recognize revenue of $4.0 million
per year over the 25 year term of the contract, even though we would receive a
cash payment of $100.0 million when the contract is signed.
We implemented this method of accounting for our contracts entered into
after June 30, 1999, as required. Although there was no change to the economics
of the contracts or the timing of the cash to be received by the Company, the
impact of the change in accounting resulted in the Company recording
substantially less revenue after the date of July 1, 1999 than would have been
recorded if this change had not been imposed.
On March 2, 2000, the Company announced a two-for-one stock split of
the Company's class A and class B common stock in the form of a 100 percent
stock dividend to all shareholders of record on March 14, 2000. This stock split
became effective on April 17, 2000.
All share and per share amounts presented herein give retroactive
effect to the above stock split.
RESULTS OF OPERATIONS
REVENUES
Revenues for the first quarter of 2000 were $31.9 million or 73% greater than
revenues of $18.4 million for the first quarter of 1999. This increase reflected
higher revenues associated with commencement of service to an increased total
number of customers, and the inclusion of Abovenet's revenue in 2000. Revenue
recognized for the three months ended March 31, 2000 using the percentage of
completion method was $325,000, compared to $16.8 million for the three months
ended March 31, 1999. If not for the impact of the aforementioned accounting
change, effective June 30,1999, the increase in revenues would have been
greater.
COST OF SALES
Cost of sales was $35.6 million in the first quarter of 2000, a 329% increase
over cost of sales of $8.3 million for the first quarter of 1999. Cost of sales
increased for the three months ended March 31, 2000 as compared to the same
period in 1999, primarily due to the inclusion of AboveNet and costs associated
with an increased amount of customers and higher fixed costs associated with the
operation of our network in service. Cost of sales as percentages of revenue for
the first quarters of 2000 and 1999 was 112% and 45%, respectively, increasing
as a result of the higher fixed costs related to the operation and maintenance
of the Company's network, as well as the higher fixed costs of the internet
connectivity services related to AboveNet's operations. Cost of sales in the
three months ended March 31, 2000 related to the percentage of completion method
was $48,000, compared to $6.3 million for the three months ended March 31, 1999.
Costs of sales was also impacted as a direct result of the aforementioned
accounting change, effective June 30, 1999.
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METROMEDIA FIBER NETWORK, INC. & SUBSIDIARIES
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expenses increased to $27.7 million during
the first quarter of 2000, from $6.1 million during the first quarter of 1999,
an increase of $21.6 million, or 354%. The increase in selling, general and
administrative expenses, for the three-month period ended March 31, 2000 versus
the three-month period ended March 31, 1999, resulted primarily from the
acquisition of AboveNet and the increased headcount and other overhead to
support our network expansion. As a percentage of revenue, selling, general and
administrative expenses increased to 87% of revenue for the three months ended
March 31, 2000, from 33% for the comparable period in 1999. This is primarily a
result of the aforementioned accounting change.
EARNINGS BEFORE INTEREST, TAXES, DEPRECIATION AND AMORTIZATION (EBITDA)
For the three months ended March 31, 2000, we recognized a loss before interest,
taxes, depreciation and amortization of $31.3 million compared with income
before interest, taxes, depreciation and amortization for the three months ended
March 31, 1999 of $4.0 million. The change in EBITDA is primarily due to the
acquisition of AboveNet and the aforementioned accounting change.
EBITDA consists of earning (loss) before income taxes plus all net interest
expense and all depreciation and amortization expense. We have included EBITDA
because it is a widely used financial measure of the potential capacity of a
company to incur and service debt. Our reported EBITDA may not be comparable to
similarly titled measures used by other companies.
DEPRECIATION AND AMORTIZATION
Depreciation and amortization expense was $32.5 million during the three months
ended March 31, 2000, versus $1.2 million during the three months ended
March 31, 1999, an increase of $31.3 million. The increase in depreciation and
amortization expense resulted primarily from amortization of the goodwill
relating to the acquisition of AboveNet and increased investment in our
completed fiber optic network and additional property and equipment acquired.
INCOME (LOSS) FROM OPERATIONS
For the three months ended March 31, 2000 we recognized a loss from operations
of $63.8 million, an increased loss of $66.7 million from the $2.9 million
income from operations reported for the three months ended March 31, 1999. The
increased loss from operations was attributable to the acquisition of AboveNet
and the related goodwill and the aforementioned accounting change.
INTEREST INCOME
Interest income was $25.1 million during the three months ended March 31, 2000,
as compared to $7.4 million during the comparable 1999 period, an increase of
$17.7 million, or 239%. Interest income increased in the period as a result of
the investment of our excess cash received as proceeds from the issuance and
sale of our 10% senior notes in October 1999, as well as from the convertible
subordinated notes issued in March 2000.
INTEREST EXPENSE (NET)
Interest expense increased in the three months ended March 31, 2000 to $45.2
million versus $15.9 million for the three months ended March 31, 1999. The
increase in interest expense reflects the cost of additional debt acquired
related to the issuance and sale of 10% senior notes in October 1999, as well as
the convertible subordinated notes issued in March 2000.
NET LOSS
We had a net loss of $85.2 million for the three months ended March 31, 2000,
versus a net loss of $5.8 million for the comparable period of 1999. For the
three months ended March 31, 2000, basic net loss per share was $0.16 versus a
basic net loss per share of $0.02 for the three months ended March 31, 1999.
15
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METROMEDIA FIBER NETWORK, INC. & SUBSIDIARIES
LIQUIDITY AND CAPITAL RESOURCES
On October 25, 1999, we issued and sold 10% Senior Notes due 2009 which
generated net proceeds of $974.2 million. On October 7, 1999, we entered into a
securities purchase agreement with Bell Atlantic, under which Bell Atlantic
would purchase shares of our class A common stock and a convertible subordinated
note. The agreement closed on March 6, 2000 and generated net proceeds of
approximately $1.7 billion. In addition, Bell Atlantic has agreed to purchase a
minimum of $550 million of fiber optic facilities payable over the next three
years.
Cash provided by operating activities was $9.4 million for the three
months ended March 31, 2000, compared with $10.0 million provided by operations
during the comparable period in 1999. For the three months ended March 31, 2000
we used $454.6 million of cash for investing activities as compared to $85.7
million for the same period in 1999. This increase was due primarily to
investments in the expansion of our networks and related construction in
progress. For the three months ended March 31,1999, $1.7 billion was provided
by financing activities, primarily through the Bell Atlantic investment,
compared to the $78 million cash outflow in the three months ended March 31,
1999. The primary use of cash in the first quarter of 1999 related to financing
activities was the restriction of cash as security for a letter of credit in
connection with our German network build.
On May 9, 2000, we finalized an agreement with Pacific Gateway
Exchange ("PGE") to purchase PGE's ownership position in two transoceanic
fiber-optic cable consortia. Under the terms of the sale, we will pay
approximately $52 million in net cash proceeds to PGE, primarily to reimburse
it for payment to the consortia to date. We will assume PGE's future payment
obligations to the cable consortia.
We anticipate that we will continue to incur net operating losses as we
expand and complete our existing networks, construct additional networks and
market our services to an expanding customer base. We anticipate spending
approximately $3.4 billion through the year ending December 31, 2001 on the
build-out of our fiber optic networks and Internet service exchanges in 50 major
markets in the United States and in 17 major international markets. We believe
that the net proceeds from the investment by Bell Atlantic, the net proceeds
from the senior notes, cash on hand, certain vendor financing and cash generated
by operations (including advance customer payments), will enable us to fully
fund the planned build-out of our networks and our other working capital needs
through the year ending December 31, 2001. The indentures governing our debt
obligations permit us to incur additional indebtedness to finance the
engineering, construction, installation, acquisition, lease, development or
improvement of telecommunications assets. As a result, we may also consider from
time to time private or public sales of additional equity or debt securities,
entering into other credit facilities and financings, depending upon market
conditions, in order to finance the continued build-out of our network. We
cannot assure you that we will be able to successfully consummate any such
financing on acceptable terms or at all.
We expect to experience negative cash flows for the foreseeable future.
In addition, as part of our acquisition of AboveNet, we recorded approximately
$1.6 billion in goodwill and other intangible assets, which we are amortizing
over periods up to twenty years. Accordingly, we expect to report further net
operating losses for the foreseeable future.
YEAR 2000 SYSTEM MODIFICATIONS
Year 2000 has had no impact on our processing of date-sensitive
information and network systems. The potential for Year 2000 problems is the
result of computer programs being written using two digits (rather than four) to
define the year 2000, which could result in miscalculations or system failures
resulting from recognition of a date using "00" as the year 1900 rather than the
year 2000.
The Year 2000 effort has had a nominal cost impact. Such costs have
been expensed as incurred, except to the extent such costs have been incurred
for the purchase or lease of capital equipment.
16
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METROMEDIA FIBER NETWORK, INC. & SUBSIDIARIES
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
In the normal course of business, the financial position of the Company is
routinely subjected to a variety of risks. In addition to the market risk
associated with interest movements on the Company's outstanding debt, the
Company is subject to other types of risk such as the collectibility of its
accounts receivables. The Company's principal long term obligation are its $650
million 10% senior notes due 2008 and $1 billion 10% senior notes due 2009, and
the convertible subordinated note of approximately $975.3 million issued to Bell
Atlantic in March 2000. The fair value of the long-term debt at March 31, 2000
was $2.63 billion. A 10% decrease and a 10% increase in the level of interest
rates would result in an increase in the fair value of the Company's long term
obligation by $82 million and a decrease in the fair value of the Company's long
term obligation by $74 million respectively.
17
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METROMEDIA FIBER NETWORK, INC. & SUBSIDIARIES
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On or about June 12, 1998, Claudio E. Contardi commenced an action against Peter
Sahagen, Sahagen Consulting Group of Florida and the Company in the United
States District Court for the Southern District of New York, No. 98 CIV
4140(JGK) (the "Contardi Litigation"). Mr. Contardi alleges a cause of action
for, among other things, breach of a finder's fee agreement entered into between
Mr. Sahagen and Mr. Contardi on or about November 14, 1996 and breach of an
implied covenant of good faith and fair dealing contained in the finder's fee
agreement. Mr. Contardi is seeking, among other things, a number of our shares
which we cannot currently ascertain but believe to be approximately 112,500
(calculated as of the date on which the complaint was filed and does not take
into account subsequent stock splits) or damages in an amount which we cannot
currently ascertain but believe to be approximately $4.9 million (calculated as
of the date on which the complaint was filed) and all costs and expenses
incurred by him in this action. We have filed an answer to the complaint and
have raised affirmative defenses. The Company has moved for summary judgment on
the complaint.
In January 2000, Herman Goldsmith and Arnold S. Schickler commenced an action
against the Company, F. Garofalo Electric Co., Inc. and Stephen A. Garofalo in
the Supreme Court of the State of New York, County of New York (No. 600163/00)
(the "Goldsmith Litigation"). The complaint alleges a cause of action for breach
of contract in connection with an alleged "finders agreement" entered into in
1993 between Messrs. Goldsmith and Schickler, on the one hand, and F. Garofalo
Electric Co., Inc. and Stephen A. Garofalo, on the other. Plaintiffs seek
damages of approximately $861 million, plus interest from September 7, 1999,
in addition to their costs, expenses and reasonable attorneys' fees. On April 7,
2000, the Company filed a motion to dismiss the complaint. The motion is
expected to be fully briefed by June 19, 2000.
We intend to vigorously defend both these actions because we believe that we
acted appropriately in connection with the matters at issue in these two cases.
However, we cannot assure you that we will not determine that the advantages of
entering into a settlement outweigh the risk and expense of protracted
litigation or that ultimately we will be successful in defending against these
allegations. If we are unsuccessful in defending against these allegations,
awards of the magnitude being sought in the Contardi Litigation and the
Goldsmith Litigation would have a material adverse effect on our financial
condition and results of operations.
On or about October 20, 1997, Vento & Company of New York (referred to as
"VCNY") commenced an action against us, Stephen A. Garofalo, Peter Silverman,
the law firm of Silverman, Collura, Chernis & Balzano, P.C., Peter Sahagen,
Sahagen Consulting Group of Florida (collectively, the "Sahagen Defendants") and
Robert Kramer, Birdie Capital Corp., Lawrence Black, Sterling Capital LLC,
Penrush Limited, Needham Capital Group, Arthur Asch, Michael Asch and Ronald
Kuzon (the "Kramer Defendants") in the United States District Court for the
Southern District of New York (No. 97 CIV 7751) (the "VCNY Litigation"). On or
about May 29, 1998, VCNY filed an amended complaint. On or about July 2, 1999,
VCNY filed a second amended complaint. In its complaint, as amended, VCNY
alleged seven causes of action in connection with its sale of 900,000 shares
(not adjusted for subsequent stock splits) of class A common stock to Peter
Sahagen and the Kramer Defendants on January 13, 1997. The seven causes of
action includes: (i) violation of Section 10(b) of the Securities Exchange Act
of 1934 and Rule 10b-5 promulgated under such Act; (ii) fraud and fraudulent
concealment; (iii) breach of fiduciary duty; (iv) negligent misrepresentation
and omission; and (v) breach of contract. VCNY was seeking, among other things,
rescission of the stock Sale, or alternatively, damages in an amount, which it
contended was in excess of $460 million, together with interest. In March 2000,
the parties entered into a settlement agreement. Under our portion of the
settlement, we are issuing shares of class A common stock having a value of
approximately $1.9 million. As a result, the action has been dismissed with
prejudice.
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METROMEDIA FIBER NETWORK, INC. & SUBSIDIARIES
On June 29, 1999, an alleged stockholder of AboveNet filed a lawsuit, captioned
Kaufman v. Tuan, et al, Del. Ch. C.A. No. 17259NC, in the Court of Chancery of
the State of Delaware in and for the New Castle County. The plaintiff, who
purports to represent a class of all AboveNet stockholders, challenges the terms
of the proposed merger between the Company and AboveNet. The complaint names, as
defendants, AboveNet, the directors of AboveNet, and the Company (as an aider
and abettor). The complaint alleges generally that AboveNet's directors breached
their fiduciary duty to stockholders of AboveNet, and seeks an injunction
against the merger, or, in the alternative, rescission and the recovery of
unspecified damages, fees and expenses. AboveNet, the Company and the individual
defendants believe the lawsuit is without merit and intend to defend themselves
vigorously. AboveNet and the individual director defendants' responses were
filed on July 22, 1999. In connection with these responses, a motion to dismiss
the complaint in its entirety and a motion to stay discovery pending the outcome
of the motion to dismiss were filed by the AboveNet and the individual directors
of AboveNet on July 22, 1999. Similar motions to dismiss the complaint and stay
discovery were filed by the Company on July 26, 1999. Upon stipulation of the
parties, this action was dismissed without prejudice in December 1999.
Four other complaints, which are virtually identical to the complaint in Kaufman
v. Tuan, have also been filed in the Delaware Court of the Chancery. None of
these four complaints have been served. The four actions are captioned Brosious
v. Tuan, et al, Del. Ch. C.A. No. 17271NC, Chong v. Tuan, et al, Del. Ch. C.A.
No. 17281NC, Ehlert v. Tuan, et al, Del. Ch. C.A. No. 17284NC, Horn v. Tuan, et
al, Del. Ch. C.A. No. 17300NC.
In addition, we are subject to various claims and proceedings in the ordinary
course of business. Based on information currently available, we believe that
none of such current claims, or proceedings, individually, or in the aggregate,
including the Contardi Litigation and the Goldsmith Litigation, will have a
material adverse effect on our financial condition or results of operations,
although we can make no assurances in this regard.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
Not applicable
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable
ITEM 5. OTHER INFORMATION
Not applicable
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits
EXHIBIT #
---------
27 Financial Data Schedule for the period ended
March 31, 2000.
19
<PAGE>
METROMEDIA FIBER NETWORK, INC. & SUBSIDIARIES
b) Reports on Form 8-K
None.
20
<PAGE>
SIGNATURE
Pursuant to the requirements of the United States Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
METROMEDIA FIBER NETWORK, INC.
------------------------------
(Registrant)
By: /s/ GERARD BENEDETTO
---------------------------------
Gerard Benedetto
Chief Financial Officer
(Principal Financial and Accounting
Officer and Duly Authorized Officer)
May 11, 2000
21
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