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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, 2000
OR
[_]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number: 000-61457
GLOBAL CROSSING HOLDINGS LTD.
(Exact name of registrant as specified in its charter)
BERMUDA 98-0186828
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
WESSEX HOUSE
45 REID STREET
HAMILTON HM12, BERMUDA
(Address of principal executive offices)
(441) 296-8600
(Registrant's telephone number, including area code)
THE REGISTRANT, A WHOLLY OWNED SUBSIDIARY OF GLOBAL CROSSING LTD., MEETS THE
CONDITIONS SET FORTH IN GENERAL INSTRUCTIONS H(1)(A) AND (B) OF FORM 10-Q AND IS
THEREFORE FILING THIS FORM WITH REDUCED DISCLOSURE FORMAT PURSUANT TO GENERAL
INSTRUCTION H(2).
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, $0.01 par value each, of the registrant's common stock
outstanding as of April 24, 2000: 1,200,000 shares.
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<PAGE>
GLOBAL CROSSING HOLDINGS LTD. AND SUBSIDIARIES
For the Quarter Ended March 31, 2000
INDEX
<TABLE>
<CAPTION>
Page
----
<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements:
Condensed Consolidated Statements of Operations.................. 3
Condensed Consolidated Balance Sheets............................ 4
Condensed Consolidated Statements of Cash Flows.................. 5
Condensed Consolidated Statements of Comprehensive Income........ 7
Notes to Condensed Consolidated Financial Statements............. 9
Item 2 Management's Discussion and Analysis of Financial Condition and
Results of Operations............................................ 12
PART II. OTHER INFORMATION
Item 1. Legal Proceedings................................................ 16
Item 6. Exhibits and Reports on Form 8-K................................. 16
</TABLE>
2
<PAGE>
PART I.
FINANCIAL INFORMATION
Item 1. Financial Statements
GLOBAL CROSSING HOLDINGS LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
For the Three Months Ended
March 31,2000 March 31,1999
------------- -------------
<S> <C> <C>
REVENUE................................................. $ 336,755 $176,319
------------- -------------
EXPENSES:
Cost of sales......................................... 199,750 69,387
Operations, administration and maintenance............ 50,297 11,861
Sales and marketing................................... 21,150 9,758
Network development................................... 17,805 4,812
General and administrative............................ 42,729 11,329
Stock related expense................................. 3,661 5,079
Depreciation and amortization......................... 52,948 211
Goodwill and intangibles amortization................. 29,665 -
------------- -------------
417,825 112,437
------------- -------------
OPERATING (LOSS) INCOME................................. (81,070) 63,882
EQUITY IN LOSS OF AFFILIATES............................ (5,629) (2,736)
MINORITY INTEREST....................................... (15,731) -
OTHER INCOME (EXPENSE):
Interest income....................................... 20,844 14,359
Interest expense...................................... (63,544) (23,779)
Other expense, net.................................... (4,900) -
------------- -------------
(LOSS) INCOME BEFORE PROVISION FOR INCOME TAXES AND
CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE.... (150,030) 51,726
Provision for income taxes............................ (3,430) (16,142)
------------- -------------
(LOSS) INCOME BEFORE CUMULATIVE EFFECT
OF CHANGE IN ACCOUNTING PRINCIPLE...................... (153,460) 35,584
Cumulative effect of change in accounting principle,
net of income tax benefit........................... - (14,710)
------------- -------------
NET (LOSS) INCOME....................................... (153,460) 20,874
Preferred stock dividends............................. (13,550) (13,044)
------------- -------------
NET (LOSS) INCOME APPLICABLE TO COMMON SHAREHOLDERS..... $(167,010) $ 7,830
============= =============
</TABLE>
See accompanying notes to these unaudited condensed consolidated financial
statements.
3
<PAGE>
GLOBAL CROSSING HOLDINGS LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share amounts)
<TABLE>
<CAPTION>
March 31, December 31,
2000 1999
---------- ------------
(Unaudited)
<S> <C> <C>
ASSETS:
Current assets:
Cash and cash equivalents....................................... $1,055,428 $1,613,995
Restricted cash and cash equivalents............................ 70,997 17,092
Accounts receivable, net........................................ 382,101 477,594
Other assets and prepaid costs.................................. 251,306 201,779
---------- ------------
Total current assets............................................ 1,759,832 2,310,460
Restricted cash and cash equivalents.............................. 69,545 138,118
Accounts receivable............................................... 35,398 44,837
Property and equipment, net....................................... 4,926,413 3,336,895
Goodwill and intangibles, net..................................... 1,924,641 1,971,357
Investment in and advances to/from affiliates, net................ 849,676 274,692
Other assets...................................................... 338,730 245,414
---------- ------------
Total assets.................................................. $9,904,235 $8,321,773
========== ============
LIABILITIES:
Current liabilities:
Accrued construction costs...................................... $ 570,461 $ 275,361
Accounts payable and accrued liabilities........................ 388,405 447,060
Accrued interest and preferred dividends........................ 114,999 35,828
Deferred revenue................................................ 197,957 116,950
Income taxes payable............................................ 20,355 48,117
Current portion of long term debt............................... 5,730 -
Other current liabilities....................................... 164,620 158,331
---------- ------------
Total current liabilities..................................... 1,462,527 1,081,647
Long-term debt.................................................... 4,240,765 3,460,546
Deferred revenue.................................................. 431,321 350,319
Deferred credits and other........................................ 301,898 307,702
---------- ------------
Total liabilities............................................. 6,436,511 5,200,214
---------- ------------
MINORITY INTEREST................................................... 478,030 351,338
---------- ------------
MANDATORILY REDEEMABLE PREFERRED STOCK:
10 1/2% Mandatorily Redeemable Preferred Stock, 5,000,000 shares
issued and outstanding, $100 liquidation preference per share... 486,517 485,947
---------- ------------
SHAREHOLDER'S EQUITY:
Common stock, par value $.01 per share, 1,200,000 shares
issued and outstanding, as of March 31, 2000 and
December 31, 1999, respectively............................... 12 12
Additional paid-in capital and other shareholder's equity....... 2,778,489 2,406,126
Accumulated deficit............................................. (275,324) (121,864)
---------- ------------
Total Shareholder's equity.................................... 2,503,177 2,284,274
---------- ------------
Total liabilities and shareholder's equity.................... $9,904,235 $8,321,773
========== ============
</TABLE>
See accompanying notes to these unaudited condensed consolidated balance
sheets.
4
<PAGE>
GLOBAL CROSSING HOLDINGS LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Three Months Ended March 31, 2000 and 1999
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
For the Three Months Ended
March 31,2000 March 31,1999
-------------- -------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income............................................ $ (153,460) 20,874
Adjustments to reconcile net (loss) income to net
cash provided by (used in) operating activities:
Cumulative effect of change in accounting principle........ - 14,710
Equity in loss of affiliates............................... 5,629 2,736
Depreciation and amortization.............................. 82,613 211
Stock related expense...................................... 3,661 5,079
Deferred income taxes...................................... 22 22,125
Capacity available for sale................................ - 58,539
Noncash cost of sales...................................... 99,056
Minority Interest.......................................... 15,731 -
Other...................................................... (1,883) 6,708
Changes in operating assets and liabilities................ 184,968 (139,382)
-------------- -------------
Net cash provided by (used in)operating activities....... 236,337 (18,082)
-------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash paid for construction in progress and capacity
available for sale.......................................... (156,914) (143,337)
Investment in and advances to/from affiliates................ (404,771) (12,860)
Effect of the consolidation of PC-1, net of cash
acquired.................................................... (19,979) -
Purchases of marketable securities........................... (81,200) -
Purchases of property and equipment.......................... (271,477) (1,811)
-------------- -------------
Net cash used in investing activities.................... (934,341) (158,008)
-------------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long term debt................................. 64,703 9,083
Repayment of long term debt.................................. (9,492) (26,825)
Preferred dividends.......................................... (2,418) -
Finance costs incurred....................................... 590 (77)
Minority interest investment in subsidiary................... 53,472 -
Change in restricted cash and cash equivalents............... 32,582 (47,811)
-------------- -------------
Net cash provided by (used in) financing activities...... 139,437 (65,630)
-------------- -------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS........... (558,567) (241,720)
CASH AND CASH EQUIVALENTS, beginning of period................. 1,613,995 803,427
-------------- -------------
CASH AND CASH EQUIVALENTS, end of period....................... $ 1,055,428 $ 561,707
============== =============
</TABLE>
See accompanying notes to these unaudited condensed consolidated financial
statements.
5
<PAGE>
GLOBAL CROSSING HOLDINGS LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - (continued)
For the Three Months Ended March 31, 2000 and 1999
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
For the Three Months Ended
March 31,2000 March 31,1999
------------- -------------
<S> <C> <C>
SUPPLEMENTAL INFORMATION ON NON-CASH INVESTING AND FINANCING ACTIVITIES:
Costs incurred for construction in progress and
capacity available for sale............................................ $(293,288) $(180,119)
Accrued construction costs.............................................. 134,284 14,282
Accrued interest........................................................ - 19,448
Amortization of deferred finance costs and other........................ 2,090 3,052
----------- -------------
Cash paid for construction in progress and capacity
available for sale..................................................... $(156,914) $(143,337)
=========== =============
Non-cash purchases of property and equipment............................ $ - $ (38,300)
=========== =============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid and capitalized........................................... $ 13,385 $ 6,132
=========== =============
Interest paid (net of capitalized interest)............................. $ 13,115 $ 772
=========== =============
Cash paid for taxes..................................................... $ 7,598 $ 1,788
=========== =============
</TABLE>
See accompanying notes to these unaudited condensed consolidated financial
statements.
6
<PAGE>
GLOBAL CROSSING HOLDINGS LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the Three Months Ended March 31, 2000 and 1999
(In thousands)
(Unaudited)
For the Three Months Ended
March 31,2000 March 31,1999
------------- -------------
NET (LOSS) INCOME........................ $ (153,460) $ 20,874
FOREIGN CURRENCY TRANSLATION ADJUSTMENT.. (22,651) (4,930)
-------------- -------------
COMPREHENSIVE (LOSS) INCOME.............. $ (176,111) $ 15,944
============== =============
See accompanying notes to these unaudited condensed consolidated financial
statements.
7
<PAGE>
8
<PAGE>
GLOBAL CROSSING HOLDINGS LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2000
(In thousands)
(Unaudited)
(1) Organization and Background
Global Crossing Holdings Ltd., a Bermuda company, ("GCH", and together with
its consolidated subsidiaries, the "Company"), is a wholly owned subsidiary of
Global Crossing Ltd. ("GCL", and together with its consolidated subsidiaries,
"Global Crossing"). Global Crossing is building and offering services over the
world's first independent global fiber optic network, consisting of 101,000
announced route miles serving five continents, 27 countries and more than 200
major cities. Upon completion of our currently announced systems, our network
and our telecommunications and Internet product offerings will be available in
markets constituting over 80% of the world's international communications
traffic.
The Company's strategy is to be the premier provider of global broadband
Internet Protocol ("IP") and data services for both wholesale and retail
customers. The Company is building a state-of-the-art fiber optic network that
management believes to be of unprecedented global scope and scale to serve as
the backbone for this strategy. Management believes that the Company's network
will enable it to be the low cost service provider in most of its addressable
markets.
Global Crossing Holdings Ltd. serves as a holding company for its
subsidiaries' operations, including the operations of the following acquired
entities: Global Marine Systems (acquired July 2, 1999), Racal Telecom (acquired
November 24, 1999) and a 50% interest in the Hutchison Global Crossing joint
venture (acquired January 12, 2000). The acquisition of these entities is
hereinafter referred to as the "Acquisitions." In addition, the Company has
a significant ownership interest in Asia Global Crossing.
Asia Global Crossing, a joint venture with Softbank Corp. and Microsoft
Corporation, intends to become the first truly pan-Asian carrier to offer
worldwide bandwidth and data communications. The Asia Global Crossing joint
venture was established on November 24, 1999.
(2) Basis of Presentation
The accompanying unaudited interim condensed consolidated financial statements
as of March 31, 2000 and for the three months ended March 31, 2000 and 1999
include the accounts of Global Crossing Holdings Ltd. and its consolidated
subsidiaries. All material inter-company balances and transactions have been
eliminated. The unaudited interim condensed consolidated financial statements
reflect all adjustments, consisting of normal recurring items, which are, in the
opinion of management, necessary to present a fair statement of the results of
the interim period presented. The results of operations for any interim period
are not necessarily indicative of results for the full year.
These unaudited condensed consolidated financial statements have been prepared
in accordance with generally accepted accounting principles in the United
States. The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements, as well as the reported amounts of revenue and expenses during the
reporting period. Actual amounts and results could differ from those estimates.
The accompanying unaudited condensed consolidated financial statements do not
include all footnotes and certain financial presentations normally required
under generally accepted accounting principles. Therefore, these 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 fiscal year
ended December 31, 1999.
(3) Net (Loss) Income Applicable to Common Shareholders
Since the Company is a wholly owned subsidiary of GCL, per share information
is not presented.
9
<PAGE>
GLOBAL CROSSING HOLDINGS LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
March 31, 2000
(Unaudited)
(4) Acquisitions
The Acquisitions are being accounted for under the purchase method of accounting
for business combinations. The initial purchase price of the Acquisitions was
allocated based on the estimated fair value of acquired assets and liabilities
at the date of acquisition. The Company will make final purchase price
allocations based upon final values for certain assets and liabilities. As a
result, the final purchase price allocation may differ from the presented
estimate. Following is the unaudited pro forma results of the Company, assuming
the Acquisitions had been completed at the beginning of the period presented:
<TABLE>
<CAPTION>
Three months
Ended March
31, 1999
------------
<S> <C>
Revenue.................................................. $ 356,642
============
Loss applicable to common shareholders before cumulative
effect of change in accounting principle................ $ (71,709)
============
Loss applicable to common shareholders.................... $ (86,419)
============
</TABLE>
(5) Property and Equipment
Property plant and equipment consist of the following:
<TABLE>
<CAPTION>
December 31,
March 31, 2000 1999
-------------- ------------
<S> <C> <C>
Land...................................... $ 10,358 $ 199
Buildings................................. 20,609 21,755
Leasehold improvements.................... 32,571 29,096
Furniture, fixtures and equipment......... 620,862 493,945
Transmission equipment.................... 1,429,674 968,972
---------- ----------
2,114,074 1,513,967
Accumulated depreciation.................. (97,643) (44,695)
---------- ----------
2,016,431 1,469,272
Construction in progress.................. 2,909,982 1,867,623
---------- ----------
Total property and equipment, net......... $4,926,413 $3,336,895
========== ==========
</TABLE>
(6) Segment Information
Global Crossing is a worldwide provider of Internet and long distance
telecommunications facilities and related services supplying its customers with
global "point to point" connectivity and, through its Global Marine Systems
subsidiary, providing cable installation and maintenance services. Global
Crossing's reportable segments include telecommunications services, installation
and maintenance services and incumbent local exchange carrier services. Global
Crossing's chief decision maker monitors the revenue streams of the various
products and geographic locations and operations are managed and financial
performance, adjusted EBITDA, is evaluated based on the delivery of multiple,
integrated services to customers over a single network, which is not monitored
at the Company level. Therefore, no business segment information is provided for
the Company.
(7) Reclassifications
Certain prior year amounts have been reclassified in the condensed
consolidated financial statements for consistent presentation to current year
amounts.
10
<PAGE>
GLOBAL CROSSING HOLDINGS LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
March 31, 2000
(Unaudited)
(8) Significant Events
On January 12, 2000, Global Crossing established a joint venture, called
Hutchison Global Crossing, with Hutchison Whampoa Limited ("Hutchison") to
pursue fixed-line telecommunications and Internet opportunities in Hong Kong.
For its 50% share, Hutchison contributed to the joint venture its building-to-
building fixed-line telecommunications network in Hong Kong and a number of
Internet-related assets. In addition, Hutchison has agreed that any fixed-line
telecommunications activities it pursues in China will be carried out by the
joint venture. For its 50% share, Global Crossing provided to
Hutchison $400 million in GCL convertible preferred stock and committed to
contribute to the joint venture international telecommunications capacity rights
on the Global Crossing network and global media distribution center capabilities
which together are valued at $350 million, as well as $50 million in cash. The
Company intends to integrate its interest in Hutchison Global Crossing into the
Company's Asia Global Crossing joint venture ("AGC").
On January 26, 2000, AGC announced an agreement to create GlobalCenter Japan,
a joint venture with Japan's Internet Research Institute, Inc. ("IRI").
GlobalCenter Japan will design, develop and construct a media distribution
center in Japan providing connectivity worldwide through the Global Crossing
Network. The joint venture will also develop and provide complex web hosting
services, e-commerce support and applications hosting solutions. Asia Global
Crossing will own 89 percent of GlobalCenter Japan, with IRI owning the
remaining 11 percent.
On February 22, 2000, Global Crossing announced a definitive agreement to
acquire IXnet, Inc., a leading provider of specialized IP-based network services
to the global financial services community, and its parent company, IPC
Communications, Inc., in exchange for shares of GCL common stock valued at
approximately $3.8 billion. Under the terms of the definitive merger agreement,
1.184 of GCL's shares will be exchanged for each IXnet share not owned by IPC,
and 5.417 of GCL's shares will be exchanged for each share of IPC. Global
Crossing expects to complete the acquisition in the second quarter of 2000. That
acquisition is subject to regulatory approval and customary closing conditions.
On March 24, 2000, Global Crossing increased its interest in the PC-1 cable
system to 65% by acquiring the remaining ownership of another partner in PC-1
and the PC-1 Shareholder Agreement was amended, which enabled the Company to
exercise effective control over PC-1. As a result of these changes, the Company
has effective January 1, 2000, consolidated PC-1's operating results.
On March 31, 2000, AGC announced its intention to effectuate an initial public
offering of its common stock and to file a registration statement under the
Securities Act of 1933 in respect of the proposed offering.
11
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
During the second half of 1999, the Company completed its acquisitions of Global
Marine Systems and Racal Telecom. The increase in revenue and expenses for the
three months ended March 31, 2000 compared to the three months ended March 31,
1999 is primarily due to these transactions. As the Acquisitions occurred
subsequent to March 31, 1999, the comparability of the results of operations for
the three months ended March 31, 2000 and 1999 is limited.
Results of Operations for the Three Months Ended March 31, 2000 and March 31,
1999
Revenue. Revenue for the three months ended March 31, 2000 increased 91% to
$337 million as compared to $176 million for the three months ended March 31,
1999. Cash revenue (revenue plus the cash portion of the change in deferred
revenue) for the three months ended March 31, 2000 increased 140% to $480
million compared to $200 million for the three months ended March 31, 1999. The
increase is due to the Acquisitions, which are included in the results of the
first quarter of 2000, partially off-set by Global Crossing's business practice
of selling capacity under terms that require amortization of revenue over the
contract life rather than terms that qualify for immediate revenue recognition.
Cost of sales. Cost of sales for the three months ended March 31, 2000 was
$200 million, or 59% of revenue, compared to $69 million, or 39% of revenue, for
the three months ended March 31, 1999. The increase is primarily attributable to
the increase in revenue. Reduced margins for the three months ended March 31,
2000 compared to the three months ended March 31, 1999 was due to lower margins
in the businesses acquired and lower prices of subsea capacity sold to
customers.
Non-cash cost of undersea capacity sold was $99 million and $53 million during
the three months ended March 31, 2000 and 1999, respectively.
Operations, administration and maintenance (OA&M). OA&M costs for the three
months ended March 31, 2000 were $50 million, or 15% of revenue, compared to $12
million, or 7% of revenue, for the three months ended March 31, 1999. The
increase is primarily the result of the costs incurred in connection with the
development of the Global Network Operations Center, the expansion of the Global
Crossing Network and the expenses of the 1999 acquired companies.
Sales and marketing. Sales and marketing expenses for the three months ended
March 31, 2000 were $21 million, or 5% of revenue, compared to $10 million, or
6% of revenue, for the three months ended March 31, 1999. The increase from 1999
was due to the additional expenses attributable to the 1999 acquired companies,
expenses related to additions in headcount, plus occupancy costs, marketing
costs and other promotional expenses.
Network development. Network development costs for the three months ended
March 31, 2000 were $18 million, or 6% of revenue, compared to $5 million, or 3%
of revenue, for the three months ended March 31, 1999. The increase is due to
the additional expenses attributable to the 1999 acquired companies, additional
salaries, employee benefits and professional fees associated with the expansion
of the Global Crossing Network.
General and administrative. General and administrative expenses for the three
months ended March 31, 2000 were $43 million, or 13% of revenue, compared to $11
million, or 6% of revenue, for the three months ended March 31, 1999. The
increase was comprised primarily of salaries, employee benefits and recruiting
fees for Global Crossing's increased staffing for multiple fiber optic systems,
travel, professional fees, insurance costs and occupancy costs. The increase in
general and administrative expenses is primarily attributable to the additional
expenses of the 1999 acquired companies.
Stock related expense. Stock related expense was $4 million and $5 million for
the three months ended March 31, 2000 and 1999, respectively.
Depreciation and amortization. Depreciation and amortization for the three
months ended March 31, 2000 was $53 million, or 16% of revenue, compared to $0.2
million for the three months ended March 31, 1999. The increase is due to the
Acquisitions and depreciation of subsea systems placed in service.
12
<PAGE>
Goodwill and intangibles amortization. Goodwill and intangibles amortization
for the three months ended March 31, 2000 was $30 million resulting from the
Acquisitions which occured after March 31, 1999.
Minority interest. Minority interest for the three months ended March 31, 2000
was $16 million and relates to minority interest in net income of PC-1 and AGC.
Interest income and interest expense. Interest income for the three months
ended March 31, 2000 was $21 million, compared to $14 million for the three
months ended March 31, 1999. The increase is due to interest earned on cash
raised from financings and on CPA deposits. Interest expense for the three
months ended March 31, 2000 was $64 million, compared to $24 million for the
three months ended March 31, 1999. The increase is due to higher levels of debt
outstanding resulting from the Acquisitions and capital spending on the
expansion of the Global Crossing Network.
Provision for income taxes. Provision for income taxes of $3 million and $16
million for the three months ended March 31, 2000 and 1999, respectively,
provide for taxes on profits earned from telecommunications services,
installation and maintenance and other income where subsidiaries of the Company
have a presence in taxable jurisdictions.
Cumulative effect of change in accounting principle. The Company adopted
Statement of Position 98-5 (SOP 98-5), "Reporting on the Cost of Start-Up
Activities," issued by the American Institute of Certified Public Accountants,
on January 1, 1999. SOP 98-5 requires that certain start-up expenditures
previously capitalized during system development must now be expensed. The
Company incurred a one-time charge during the three months ended March 31, 1999
of $15 million (net of tax benefit of $1,400) that represents start-up costs
incurred and capitalized during previous periods.
Net income (loss). Net loss for the three months ended March 31, 2000 was
$153 million compared to net income of $21 million for the three months ended
March 31, 1999.
Preferred stock dividends. Preferred stock dividends for the three months
ended March 31, 2000 were $14 million compared to $13 million for the three
months ended March 31, 1999. The increase is due to the additional issuances of
preferred stock, the proceeds of which is used to fund acquisitions and capital
spending.
Net income (loss) applicable to common shareholders. During the three months
ended March 31, 2000, the Company reported net loss applicable to common
shareholders of $167 compared to net income of $8 million for the three months
ended March 31, 1999.
Liquidity and Capital Resources
Global Crossing estimates the total remaining cost of developing and deploying
the announced systems on the Global Crossing Network to be approximately $4
billion, excluding costs of potential future upgrades. The remaining financing
needed to complete the Global Crossing Network and to fund working capital
requirements is expected to be obtained from issuances of common or preferred
stock, bank financing or through other corporate financing. Some of this
financing is expected to be incurred by wholly-owned subsidiaries or joint
venture companies as well as by GCL.
13
<PAGE>
The Company has extended limited amounts of financing to customers in
connection with certain capacity sales. The financing terms provide for
installment payments of up to four years. The Company believes that its
extension of financing to its customers will not have a material effect on the
Company's liquidity.
Cash provided by (used in) operating activities was $236 million and $(18)
million for the three months ended March 31, 2000 and 1999, respectively. The
balances and principally represent cash received from capacity sales and
interest income received, less sales and marketing, network development and
general and administrative expenses paid.
Cash used in investing activities was $934 million and $158 million for the
three months ended March 31, 2000 and 1999, respectively and represents cash
paid for construction in progress, purchases of property and equipment and
investments in affiliates.
Cash provided by financing activities was $139 million for the three months
ended March 31, 2000 and primarily represents borrowings under the senior
secured corporate facility, partially offset by repayments of borrowings under
long term debt. Cash used in financing activities was $66 million for the three
months ended March 31, 1999 and primarily relates to repayments of borrowings
under the AC-1 credit facility and the increase in restricted cash and cash
equivalents.
Global Crossing has a substantial amount of indebtedness. Based upon the current
level of operations, management believes that the Company's cash flows from
operations, together with available borrowings under its credit facility, and
its continued ability to raise capital, will be adequate to meet the Company's
anticipated requirements for working capital, capital expenditures, acquisitions
and other discretionary investments, interest payments and scheduled principal
payments for the foreseeable future. There can be no assurance, however, that
the Company's business will continue to generate cash flow at or above current
levels or that currently anticipated improvements will be achieved. If the
Company is unable to generate sufficient cash flow and raise capital to service
the Company's debt, the Company may be required to reduce capital expenditures,
refinance all or a portion of its existing debt or obtain additional financing.
Inflation
Management does not believe that its business is impacted by inflation to
a significantly different extent than the general economy.
Euro Conversion
On January 1, 1999, a single currency called the Euro was introduced in
Europe. Eleven of the fifteen member countries of the European Union agreed to
adopt the Euro as their common legal currency on that date. Fixed conversion
rates between these countries' existing currencies (legacy currencies) and the
Euro were established as of that date. The legacy currencies are scheduled to
remain legal tender in these participating countries between January 1, 1999 and
January 1, 2002 (not later than July 1, 2002). During this transition period,
parties may settle transactions using either the Euro or a participating
country's legacy currency.
As most of the Company's sales and expenditures are denominated in United
States dollars, management does not believe that the Euro conversion will have a
material adverse impact its the business or financial condition. The Company
does not expect the cost of system modifications to be material and the Company
will continue to evaluate the impact of the Euro conversion.
Information Regarding Forward-Looking Statements
The Company has included "forward-looking statements" throughout this
quarterly report filed on Form 10-Q. These forward-looking statements describe
management's intentions, beliefs, expectations or predictions for the future.
The Company uses the words "believe," "anticipate," "expect," "intend" and
similar expressions to identify forward-looking statements. Such forward-
looking statements are subject to a number of risks, assumptions and
uncertainties that could cause the Company's actual results to differ materially
from those projected in such forward-looking statements. These risks,
assumptions and uncertainties include:
14
<PAGE>
. the ability to complete systems within the currently estimated time frames
and budgets;
. the ability to compete effectively in a rapidly evolving and price
competitive marketplace;
. changes in business strategy;
. changes in the nature of telecommunications regulation in the United States
and other countries;
. the successful integration of newly-acquired businesses; and
. the impact of technological change.
This list is only an example of some of the risks, uncertainties and assumptions
that may affect the Company's forward-looking statements. The Company undertakes
no obligation to update any forward-looking statements made by it.
15
<PAGE>
Part II
Other Information
Item 1. Legal Proceedings
The Company is not presently party to any material pending legal proceedings and
is not aware of any material legal proceedings contemplated by government
authorities.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
3.1 Certificate of Designations of 6-3/4% Cumulative Convertible Preferred
Stock of GCL dated April 14, 2000 (incorporated by reference to Exhibit 3.1 to
the Quarterly Report on Form 10-Q filed by GCL on May 15, 2000 (the "May 15,
2000 GCL 10-Q)).
10.1 Termination of Stockholders Agreement dated as of February 22, 2000 among
GCL and the investors named therein (incorporated by reference to Exhibit 10.1
to the May 15, 2000 GCL 10-Q).
10.2 1998 Global Crossing Ltd. Stock Incentive Plan as amended and restated as
of May 1, 2000 (incorporated by reference to Annex A to the GCL's definitive
proxy statement on Schedule 14A filed on May 8, 2000).
10.3 Global Crossing Senior Executive Incentive Compensation Plan (incorporated
by reference to Annex B to the GCL's definitive proxy statement on Schedule 14A
filed on May 8, 2000).
10.4 Letter agreement dated March 2, 2000 relating to the termination of the
Employment Agreement dated as of February 9, 1999 between GCL and Robert
Annunziata (incorporated by reference to Exhibit 10.4 to the May 15, 2000 GCL
10-Q).
10.5 Clarification letter dated April 17, 2000, relating to the Employment
Agreement dated December 5, 1999 between GCL and Leo J. Hindery, Jr.
(incorporated by reference to Exhibit 10.5 to the May 15, 2000 GCL 10-Q).
10.6 Employment Term Sheet dated as of April 26, 2000 between GCL and Gary A.
Cohen (incorporated by reference to Exhibit 10.6 to the May 15, 2000 GCL 10-Q).
10.7 Employment Term Sheet dated as of May 1, 2000 between GCL and Joseph P.
Perrone (incorporated by reference to Exhibit 10.7 to the May 15, 2000 GCL 10-
Q).
27.1 Financial Data Schedule (filed herewith).
(b) Reports on Form 8-K.
During the quarter ended March 31, 2000, Global Crossing Holdings Ltd.
filed the following Current Reports on Form 8-K:
1. Current Report on Form 8-K dated November 15, 1999 (date of earliest
event reported), filed on January 11, 2000, for the purpose of reporting, under
Items 2, 5 and 7, the acquisition of Racal Telecom and the execution of an
agreement to establish a joint venture called Hutchison Global Crossing with
Hutchison Whampoa Ltd.
2. Current Report on Form 8-K/A dated November 15, 1999 (date of earliest
event reported), filed on January 19, 2000, for the purpose of reporting, under
Items 2 and 5, to amend the Current Report on Form 8-K filed January 11, 2000
for the acquisition of Racal and the execution of an agreement to establish a
joint venture called Hutchison Global Crossing with Hutchison Whampoa Ltd.
16
<PAGE>
3. Current Report on Form 8-K dated February 22, 2000 (date of earliest
event reported), filed on March 2, 2000, for the purpose of reporting, under
Item 5, the execution of an agreement and plan of merger among GCL, IPC
Information Systems, Inc. and IXnet, Inc.
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Global Crossing Holdings Ltd.,
a Bermuda corporation
By: /s/ Rob Klug
-----------------
Rob Klug
Controller
(Principal Accounting
Officer)
May 15, 2000
17
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<PAGE>
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THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONDENSED CONSOLIDATED BALANCE SHEET AS OF MARCH 31, 2000 AND CONDENSED
CONSOLIDATED STATEMENT OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2000
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
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