<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1998.
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to .
Commission File Number 000-23387
TELIGENT, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 54-1866562
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
8065 LEESBURG PIKE
VIENNA, VIRGINIA 22182
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (703) 762-5100
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 each of the registrant's classes of common
stock as of May 11, 1998 was as follows:
Common Stock, Class A 8,165,129
Common Stock, Class B 44,426,299
<PAGE>
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Balance Sheets -
As of March 31, 1998 (unaudited) and December 31, 1997 3
Unaudited Condensed Statements of Operations -
For the three months ended March 31, 1998 and 1997,
and for the period March 5, 1996 (date of inception)
to March 31, 1998 4
Condensed Statements of Shareholders' Equity (Deficit) -
For the period March 5, 1996 (date of inception) to
December 31, 1997, and for the three months ended
March 31, 1998 (unaudited) 5
Unaudited Condensed Statements of Cash Flows -
For the three months ended March 31, 1998 and 1997,
and for the period March 5, 1996 (date of inception)
to March 31, 1998 6
Notes to Unaudited Condensed Financial Statements 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9
PART II. OTHER INFORMATION
Item 2. Use of Proceeds 12
Item 6. Exhibits and Reports on Form 8-K 12
SIGNATURES
EXHIBITS INDEX
2
<PAGE>
PART I FINANCIAL INFORMATION
Item 1. Condensed Financial Statements
TELIGENT, INC.
(a development stage company)
CONDENSED BALANCE SHEETS
(amounts in thousands)
<TABLE>
<CAPTION>
March 31, December 31,
1998 1997
---- ----
(unaudited)
<S> <C> <C>
Assets
Current assets:
Cash and cash equivalents $ 636,933 $ 424,901
Prepaid expenses and other current assets 8,646 7,087
Restricted cash and investments 31,796 30,373
--------- ---------
Total current assets 677,375 462,361
Property and equipment, net 58,019 8,186
Restricted cash and investments 64,599 64,702
Intangible assets, net 66,821 60,354
Other assets 807 777
--------- ---------
Total assets $ 867,621 $ 596,380
========= =========
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable $ 53,723 $ 16,577
Accrued interest and other current liabilities 15,812 4,468
--------- ---------
Total current liabilities 69,535 21,045
11 1/2% Senior Notes, due 2007 300,000 300,000
11 1/2% Senior Discount Notes, due 2008 253,650 --
Other non-current liabilities 1,423 1,189
Commitments and contingencies
Stockholders' equity:
Preferred stock -- --
Common stock 526 526
Additional paid-in capital 442,982 436,307
Deficit accumulated during the development stage (190,245) (151,687)
--------- ---------
253,263 285,146
Notes receivable from Executive, net (10,250) (11,000)
--------- ---------
Total stockholders' equity 243,013 274,146
--------- ---------
Total liabilities and stockholders' equity $ 867,621 $ 596,380
========= =========
</TABLE>
See notes to condensed financial statements.
3
<PAGE>
TELIGENT, INC.
(a development stage company)
CONDENSED STATEMENTS OF OPERATIONS
(amounts in thousands, except share and per share data)
(unaudited)
<TABLE>
<CAPTION>
Period from March 5
Three Months Ended 1996 (date of inception)
March 31, to March 31,
1998 1997 1998
-------- ------ --------
<S> <C> <C> <C>
Revenues:
Communications services $ 98 $ -- $ 131
Management fees and other services -- 635 4,664
-------- ------ --------
Total revenues 98 635 4,795
-------- ------ --------
Costs and expenses:
Cost of services 7,391 547 13,801
Sales, general and administrative expenses 19,229 4,556 72,277
Stock-based compensation 6,630 2,084 93,451
Depreciation and amortization 1,573 87 8,191
-------- ------ --------
Total costs and expenses 34,823 7,274 187,720
-------- ------- --------
Loss from operations (34,725) (6,639) (182,925)
Interest and other income 8,096 3 11,348
Interest expense (11,929) (127) (18,668)
-------- ------- --------
Net loss $ (38,558) $ (6,763) $ (190,245)
======== ======= ========
Net loss per share $ (0.73) $ (0.15) $ (4.02)
======== ======= ========
Weighted average common shares outstanding 52,585,382 44,426,299 47,347,100
========== ========== ==========
</TABLE>
See notes to condensed financial statements.
4
<PAGE>
TELIGENT, INC.
(a development stage company)
CONDENSED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
Period from March 5, 1996 (date of inception) to March 31, 1998
(amounts in thousands)
<TABLE>
<CAPTION>
Capital / -------- Common Stock -------- /
Contributions A B-1 B-2 B-3 Total
-------------- ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
Balance at March 5, 1996 (date of inception) $ -- $ -- $ -- $ -- $ -- $ --
Member capital contributions 24,058
Notes receivable from Executive
Amortization of notes receivable from Executive
Net loss
-------- ------ ------ ------ ------ ------
Balance at December 31, 1996 24,058 -- -- -- -- --
-------- ------ ------ ------ ------ ------
Contribution of licenses from members 8,497
Acquisition 31,500
Cash contributions 100,301
Conversion of member interests
to capital stock (164,356) 19 214 172 23 428
Conversion of CARs and Appreciation Units
to stock options
Equity contribution prior to public offering 35 35
Public stock offering 63 63
Amortization of notes receivable from Executive
Net loss
-------- ------ ------ ------ ------ ------
Balance at December 31, 1997 -- 82 214 172 58 526
-------- ------ ------ ------ ------ ------
Exercise of stock options
Stock-based compensation
Amortization of notes receivable from Executive
Net loss
-------- ------ ------ ------ ------ ------
Balance at March 31, 1998 (unaudited) $ -- $ 82 $ 214 $ 172 $ 58 $ 526
======== ====== ====== ====== ====== ======
</TABLE>
<TABLE>
<CAPTION>
Notes
Additional Receivable
Paid-in Accumulated From
Capital Deficit Executive Total
--------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Balance at March 5, 1996 (date of inception) $ -- $ -- $ -- $ --
Member capital contributions 24,058
Notes receivable from Executive (15,000) (15,000)
Amortization of notes receivable from Executive 1,000 1,000
Net loss (13,633) (13,633)
--------- ---------- ---------- -----------
Balance at December 31, 1996 -- (13,633) (14,000) (3,575)
--------- ---------- ---------- -----------
Contribution of licenses from members 8,497
Acquisition 31,500
Cash contributions 100,301
Conversion of member interests
to capital stock 163,928 --
Conversion of CARs and Appreciation Units
to stock options 86,821 86,821
Equity contribution prior to public offering 59,965 60,000
Public stock offering 125,593 125,656
Amortization of notes receivable from Executive 3,000 3,000
Net loss (138,054) (138,054)
--------- ---------- ---------- -----------
Balance at December 31, 1997 436,307 (151,687) (11,000) 274,146
--------- ---------- ---------- -----------
Exercise of stock options 45 45
Stock-based compensation 6,630 6,630
Advance to employee on option value -- --
Amortization of notes receivable from Executive 750 750
Net loss (38,558) (38,558)
--------- ---------- ---------- -----------
Balance at March 31, 1998 (unaudited) $ 442,982 $(190,245) $ (10,250) $ 243,013
========== ========== ========== ===========
</TABLE>
See notes to condensed financial statements.
5
<PAGE>
TELIGENT, INC.
(a development stage company)
CONDENSED STATEMENTS OF CASH FLOWS
(amounts in thousands)
(unaudited)
<TABLE>
<CAPTION>
Period from March
5, 1996 (Date of
Three Months Ended inception) to
March 31, March 31,
1998 1997 1998
--------- -------- ---------
<S> <C> <C> <C>
Cash flows from operating activities:
Net loss $ (38,558) $ (6,763) $(190,245)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 1,573 87 8,191
Amortization of notes receivable from Executive 750 750 4,750
Amortization of discount on long-term debt 2,947 -- 2,947
Amortization of debt issue costs 262 -- 321
Other noncurrent liabilities 234 219 1,423
Stock-based compensation 6,630 2,084 93,451
Other (30) -- (807)
Changes in current assets and current liabilities:
Prepaid expenses and other current assets (1,559) (353) (8,133)
Accounts payable (3,783) (789) 12,794
Accrued interest and other current liabilities 11,344 252 15,812
---------- ---------- ----------
Net cash used in operating activities (20,190) (4,513) (59,496)
---------- ---------- ----------
Cash flows from investing activities:
Restricted cash and investments (1,320) -- (96,395)
Purchase of property and equipment (9,648) (1,388) (23,317)
Acquisitions and other investments -- (5,570) (10,720)
---------- ---------- ----------
Net cash used in investing activities (10,968) (6,958) (130,432)
---------- ---------- ----------
Cash flows from financing activities:
Proceeds from bank borrowing -- 11,500 42,500
Repayment of bank borrowing -- -- (42,500)
Members contributions -- -- 109,359
Equity contribution prior to public offering -- -- 60,000
Net proceeds from issuance of common stock -- -- 125,656
Proceeds from long-term debt 250,703 -- 550,703
Debt financing costs (7,558) -- (18,902)
Proceeds from exercise of stock options 45 -- 45
---------- ---------- ----------
Net cash provided by financing activities 243,190 11,500 826,861
---------- ---------- ----------
Net increase in cash and equivalents 212,032 29 636,933
Cash and cash equivalents, beginning of period 424,901 1,303 --
---------- ---------- ----------
Cash and cash equivalents, end of period $ 636,933 $ 1,332 $ 636,933
========== ========== ==========
</TABLE>
See notes to condensed financial statements.
6
<PAGE>
TELIGENT, INC.
(a development stage company)
NOTES TO CONDENSED FINANCIAL STATEMENTS
(unaudited)
1. The Company
Teligent, Inc. ("Teligent" or the "Company") (a development stage
company) was formed in September 1997, as a wholly owned subsidiary of Teligent,
L.L.C. On November 21, 1997, concurrent with an initial public offering of the
Company's Class A Common Stock, Teligent, L.L.C. merged with and into the
Company (the "Merger") with the Company as the surviving entity. Teligent,
L.L.C. was originally formed in March 1996, by Microwave Services, Inc. ("MSI")
and Digital Services Corporation ("DSC"), both of which, through affiliates,
have extensive experience in pioneering wireless telecommunications businesses.
Prior to the Merger, Nippon Telegraph and Telephone Corporation ("NTT"), through
its wholly owned subsidiary NTTA&T, acquired a 5% interest in Teligent L.L.C.,
and immediately after the Merger acquired an additional 7.5% equity interest in
the Company. All of Teligent, L.L.C.'s member interests were converted into
shares of common stock upon the Merger in a manner proportionate to each
member's percentage interest in Teligent, L.L.C.
immediately prior to the Merger.
Teligent, currently in the development stage, intends to be a premier
provider of high quality, low cost voice, data, and video telecommunications
services primarily to small and medium size businesses. through its own fixed
local wireless point-to-multipoint broadband networks and leased long distance
facilities
2. Significant Accounting Policies
Basis of Presentation
The accompanying unaudited condensed financial statements included
herein have been prepared by the Company in accordance with the rules and
regulations of the Securities and Exchange Commission ("SEC"). In the opinion of
the Company's management, all adjustments and reclassifications of a normal and
recurring nature necessary to present fairly the financial position, results of
operations and cash flows for the periods presented have been made. Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles ("GAAP")
have been condensed or omitted pursuant to SEC rules and regulations. These
condensed unaudited financial statements should be read in conjunction with the
financial statements and notes thereto included in the Company's Annual Report
on Form 10-K for the period ended December 31, 1997 filed with the Securities
and Exchange Commission on March 31, 1998. The results of operations for the
three months ending March 31, 1998 are not necessarily indicative of the results
that may be expected for the full year.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
Income Taxes
The Company uses the liability method of accounting for income taxes.
Deferred income taxes result from temporary differences between the tax basis of
assets and liabilities and the basis reported in the financial statements.
During the period ended March 31, 1998, the Company did not record an income tax
provision given the significant operating losses and based on the fact that any
resultant asset would be fully reserved.
7
<PAGE>
Net Loss Per Share
During 1997, the Company adopted the provisions of Statement of Financial
Accounting Standards ("SFAS") No. 128, "Earnings Per Share", which requires the
Company to present basic and fully diluted earnings per share for all years
presented. For the period prior to 1998, the Company's net loss per share
calculation (basic and fully diluted), is based upon the number of common shares
outstanding immediately prior to the initial public offering, as if outstanding
for all periods presented similar to a stock split, plus the weighted average
common shares issued subsequent to the initial public offering. The Company's
1998 net loss per share calculation (basic to fully diluted) is based on the
weighted average common shares outstanding. There are no reconciling items in
the numerator or denominator of the Company's net loss per share calculation.
Employee stock options have been excluded from the net loss per share
calculation because their effect would be anti-dilutive.
Comprehensive Income
Effective January 1, 1998, the Company adopted SFAS No. 130, "Reporting
of Comprehensive Income" ("SFAS No. 130"). SFAS No. 130 establishes standards
for the display of comprehensive income and its components in a full set of
financial statements. Comprehensive income includes all changes in equity during
a period except those resulting from the issuance of shares of stock and
distributions to shareholders. There were no differences between net loss and
comprehensive loss.
3. Supplemental Disclosure of Cash Flow Information
Investing Activities:
During the three months ended March 31, 1998, the Company incurred capital
expenditures of approximately $50.6 million, of which $40.9 million was accrued,
and is not reflected in the accompanying condensed statement of cash flows.
4. Capital Stock
During the three months ended March 31, 1998, stock options were exercised
to purchase 6,860 shares of the Company's Class A Common Stock. The number of
shares of the Company's Class A Common Stock issued and outstanding as of March
31, 1998 was 8,163,270 shares.
5. Discount Note Offering
On February 20, 1998, the Company completed an offering (the "Discount
Notes Offering") of $440 million 11 1/2% Senior Discount Notes due 2008 (the
"Discount Notes"). The Discount Notes carry zero-coupon interest until March 1,
2003, after which the Discount Notes pay interest at 11 1/2%, payable March 1
and September 1 through March 1, 2008. The Company received approximately $243.1
million net proceeds from the Discount Notes Offering, after deductions for
offering expenses of approximately $7.6 million.
8
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Except for any historical information contained herein, the matters
discussed in this quarterly report on Form 10-Q contain certain "forward-looking
statements" within the meaning of Section 21E of the Securities Exchange Act of
1934, as amended, and should be read in conjunction with the Company's 1997
Annual Report on Form 10-K. Such forward-looking statements involve known and
unknown risks, uncertainties and other factors including, but not limited to,
economic, key employee, competitive, governmental and technological factors
affecting the Company's growth, operations, markets, products, services,
licenses and other factors discussed in the Company's other filings with the
Securities and Exchange Commission. These factors may cause the actual results,
performance or achievements of the Company, or industry results, to be
materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. Given these
uncertainties, prospective investors are cautioned not to place undue reliance
on such forward-looking statements.
Overview
Teligent intends to capitalize on a convergence of technological,
regulatory and market developments to capture revenues in the estimated $110
billion business telecommunications market. Teligent's goal is to be a premier
full-service, integrated communications company that will offer small and
medium-sized business customers local, long distance, high-speed data and
Internet services over its own, digital wireless networks in 74 major
metropolitan areas in the United States.
The Company's business commenced on March 5, 1996, and the Company has
generated only nominal revenues from operations to date. Prior to the transfer
by MSI and DSC of their fixed wireless licenses to the Company in October 1997,
revenues and cash flows associated with customers using the fixed wireless
licenses were accounted for by MSI and DSC. Accordingly, Teligent's historic
revenues principally reflect certain management and administration services to
MSI and DSC in connection with the development, construction and operation of
their 18 GHz and subsequently 24 GHz fixed wireless networks. The Company's
primary activities have focused on the acquisition of licenses and
authorizations, the acquisition of building access rights, the hiring of
management and other key personnel, the raising of capital, the acquisition of
equipment, the development of operating systems and the negotiation of
interconnection agreements.
The Company has experienced significant operating and net losses and
negative operating cash flow to date and expects to continue to experience
increasing operating and net losses and negative operating cash flow until such
time as it develops a revenue-generating customer base sufficient to fund
operating expenses. The Company expects that operating and net losses and
negative operating cash flow will increase significantly as the Company
implements its growth strategy. See "--Liquidity and Capital Resources."
Results of Operations
Prior to the transfer by MSI and DSC of their fixed wireless licenses to
the Company, revenues and cash flows associated with customers using the fixed
wireless licenses were accounted for by MSI and DSC. Accordingly, the Company's
historic revenues principally reflect certain management and administration
services to MSI and DSC in connection with the development, construction and
operation of their 18 GHz and subsequently 24 GHz fixed wireless networks.
Additionally, Teligent was reimbursed by MSI and DSC for the cost of certain
services provided by Teligent prior to the transfer by MSI and DSC of their
fixed wireless licenses to Teligent, in connection with the construction and
operation of the fixed wireless links related to the 18 GHz and 24 GHz licenses.
9
<PAGE>
During the fourth quarter of 1997, the fixed wireless licenses previously owned
by MSI and DSC were contributed to the Company, and the management service
arrangements related to these licenses ended. During the first quarter of 1998,
the Company continued to focus on the acquisition of licenses and
authorizations, the acquisition of building access rights, the hiring of
management and other key personnel, the raising of capital, the acquisition of
equipment, the development of operating systems and the negotiation of
interconnection agreements.
Three Months Ended March 31, 1998 Compared to March 31, 1997
The Company generated revenue from communications services of
approximately $0.1 million for the three months ended March 31, 1998. During the
three months ended March 31, 1997, the Company generated revenue of $0.6 million
for management and other services under arrangements that ended during 1997.
During the three months ended March 31, 1998, the Company continued to
grow and develop its infrastructure resulting in an overall increase in its
operating expenses as compared with the three months ended March 31, 1997.
Operating expenses for the three months ended March 31, 1998, were
approximately $34.8 million relating primarily to the commencement of
operations. Operating expenses included $7.4 million of cost of services,
primarily consisting of headcount related costs and site rent and acquisition
expenses related to network operations, $19.2 million of sales, general and
administrative expenses, primarily consisting of headcount-related costs, and
$6.6 million of non-cash expense associated with stock-based compensation.
Depreciation and amortization for the three months was $1.6 million due to
higher capital expenditures and amortization of intangibles acquired in the
fourth quarter of 1997. Interest expense for the three months was $11.9 million,
comprised of interest on the 11 1/2% Senior Notes issued in November 1997, and
the 11 1/2% Senior Discount Notes issued in February 1998. Interest and other
income for the three months ended March 31, 1998, was $8.1 million, primarily as
a result of interest earned on cash and investments. The Company expects to
generate significant operating and net losses for the next several years.
For the three months ended March 31, 1997, the Company incurred operating
expenses of approximately $7.3 million, including $0.5 million relating to the
cost of services and $4.6 million of sales, general and administrative expenses,
and $2.1 million of non-cash expense associated with stock-based compensation.
Interest expense for the three months ended March 31, 1997 was $0.1 million.
10
<PAGE>
Liquidity and Capital Resources
Discount Notes Offering
On February 20, 1998, the Company completed an offering (the "Discount
Notes Offering") of $440 million 11 1/2% Senior Discount Notes due 2008 (the
"Discount Notes"). The Discount Notes carry zero-coupon interest until March 1,
2003, after which the Discount Notes pay interest at 11 1/2% per annum payable
March 1 and September 1, through March 1, 2008. The Company received
approximately $243.1 million in net proceeds from the Discount Notes Offering,
after deductions for offering expenses of approximately $7.6 million.
Historical Cash Flows
At March 31, 1998, the Company had working capital of $607.8 million and
cash and cash equivalents of $636.9 million, as compared to working capital of
$441.3 million and cash and cash equivalents of $424.9 million at December 31,
1997. The increase in working capital from December 31, 1997 to March 31, 1998
is primarily the result of proceeds from the Discount Notes Offering. The
buildout of the Company's networks and the marketing of its services will
require significant capital and operating expenditures.
The Company's total assets increased from $596.4 million as of December 31,
1997 to $867.6 million at March 31, 1998, due primarily to cash proceeds from
the Discount Notes Offering and capital expenditures. Property and equipment,
net of accumulated depreciation, comprised $58.0 million at March 31, 1998
compared to $8.2 million at December 31, 1997.
The Company may have the opportunity to accelerate the launch of commercial
service on its digital wireless communications network earlier than previously
planned. If the Company is successful in accelerating these commercial launches,
it may result in increased operating and capital expenditures in 1998.
Cash used in operating activities totaled $20.2 million for the three
months ended March 31, 1998, due primarily to the operating loss for the period
reduced by non-cash compensation and other charges. For the same period in 1997,
the Company used cash in operations of $4.5 million, due primarily to the
operating loss for the period offset primarily by non-cash stock-based
compensation.
The Company used cash in investing activities of $11.0 million for the
three months ended March 31, 1998 relating primarily to the purchase of property
and equipment. For the same period in 1997, the Company used $7.0 million in
investing activities, consisting of $1.4 million relating to the purchase of
property and equipment and $5.6 million relating to the acquisition of
FirstMark.
The Company's cash flows provided by financing activities for the three
months ended March 31, 1998 were $243.2 million, consisting primarily of net
proceeds from the Discount Notes Offering, after costs of $7.6 million. For the
same period in 1997, cash flows from financing activities were $11.5 million
consisting of borrowings under a credit agreement that was terminated
in November 1997.
11
<PAGE>
PART II OTHER INFORMATION
Item 2. Use of Proceeds
In November 1997, the Company completed an offering of 6,325,000 shares of
the Company's Class A Common Stock (the "Equity Offering"). The net proceeds to
the Company from the Equity Offering was approximately $125.7 million, after
deductions for offering expenses. As of March 31, 1998, the Company had used
such net proceeds, together with proceeds from capital contributions received
prior to the Equity Offering and with proceeds from the Company's offering of
$300 million 11 1/2% Senior Discount Notes due 2007, and from the Company's
Discount Notes Offering, as follows: (i) to repay in full $42.5 million of
indebtedness outstanding under the Company's credit facility, (ii) $93.9 million
to purchase Pledged Securities to provide for payment in full of the first six
interest payments due on the Senior Notes, (iii) $9.6 million for the purchase
of property and equipment, and (iv) to fund general corporate purposes.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit Index
(b) Reports on Form 8-K
The Company did not file any reports on Form 8-K during the
three months ended March 31, 1998
None
12
<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.
TELIGENT, INC.
(Registrant)
Date: May 15, 1998 By: /s/ Abraham L. Morris
------------------------------
Abraham L. Morris
Senior Vice President, Chief
Financial Officer and Treasurer
(Principal Financial Officer)
Date: May 15, 1998 By: /s/ Cindy L. Tallent
------------------------------
Cindy L. Tallent
Vice President and Controller
(Principal Accounting Officer)
<PAGE>
EXHIBIT INDEX
Exhibit No. Description of Exhibit
3.1 Form of Certificate of Incorporation of Registrant, filed as
Exhibit 3.1 to the Company's Registration Statement on Form
S-1 (Registration No.333-37381), dated November 26, 1997, and
incorporated herein by reference.
3.2 Form of By-laws of Registrant, filed as Exhibit 3.2 to the
Company's Registration Statement on Form S-1 (Registration No.
333-37381), dated November 26, 1997, and incorporated herein
by reference.
4.1 Form of Indenture between the Registrant, as issuer, and First
Union National Bank, as Trustee, relating to Registrant's Senior
Discount Notes due 2008, including form of Note, filed as Exhibit
4.4 to the Company's Form of Annual Report on Form 10-K, filed on
March 31, 1998, and incorporated by reference herein.
10.1 Registration Rights Agreement dated as of March 6, 1998, by and
between Teligent, Inc., and Microwave Services, Inc. filed as
Exhibit 10.16 to the Company's Form of Annual Report on Form
10-K, filed on March 31, 1998, and incorporated herein by
reference.
27.1 Financial Data Schedule for the three months ended
March 31, 1998 (filed only electronically with the Securities
and Exchange Commission).
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONDENSED BALANCE SHEET AT MARCH 31, 1998, CONDENSED STATEMENT OF OPERATIONS FOR
THE THREE MONTHS ENDED MARCH 31, 1998 AND THE NOTES TO THE CONDENSED FINANCIAL
STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-1-1998
<PERIOD-END> MAR-31-1998
<CASH> 636,933
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 677,375
<PP&E> 58,019
<DEPRECIATION> 6,701
<TOTAL-ASSETS> 867,621
<CURRENT-LIABILITIES> 69,535
<BONDS> 553,650
0
0
<COMMON> 526
<OTHER-SE> 252,737
<TOTAL-LIABILITY-AND-EQUITY> 867,621
<SALES> 0
<TOTAL-REVENUES> 98
<CGS> 7,391
<TOTAL-COSTS> 34,823
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 11,929
<INCOME-PRETAX> (38,558)
<INCOME-TAX> 0
<INCOME-CONTINUING> (38,558)
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<EPS-PRIMARY> (0.73)
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</TABLE>
