<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 1934
For the quarterly period ended September 30, 1998
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number: 333-61457
----------
GLOBAL CROSSING LTD., LDC
(Exact name of registrant as specified in its charter)
CAYMAN ISLANDS 98-0167638
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
c/o W.S. WALKER & CO.
P.O. BOX 265
CALEDONIAN HOUSE
MARY STREET
GEORGETOWN, GRAND CAYMAN
CAYMAN ISLANDS
(Address of principal executive offices)
(345) 949-0100
(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 report(s), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No __
The number of shares of the registrant's common stock, $.000001 par value,
outstanding as of November 13, 1998, 22,964,829 shares.
<PAGE>
GLOBAL CROSSING LTD., LDC
QUARTER ENDED SEPTEMBER 30, 1998
INDEX
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Statements of Operations
Balance Sheets
Statements of Cash Flows
Statements of Changes in Stockholder's Equity
Notes to Unaudited Financial Statements
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Part II Other Information
Item 1. Legal Proceedings
Item 2. Changes in Securities and Use of Proceeds
Item 3. Defaults Upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
<PAGE>
GLOBAL CROSSING LTD., LDC
CONDENSED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED
SEPTEMBER 30, 1998 AND 1997 AND
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998
AND FOR THE PERIOD MARCH 19, 1997
(DATE OF INCEPTION) TO SEPTEMBER 30, 1997
<TABLE>
<CAPTION>
For the Period
Three Months Three Months Nine Months from March 19, 1997
Ended Ended Ended (Date of inception)
September 30, 1998 September 30, 1997 September 30, 1998 to September 30, 1997
---------------------------------------------------------------------------------
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
SALES AND OPERATING REVENUES -- -- -- --
EXPENSES
Sales and marketing -- 102,000 -- 141,000
General and administrative -- 567,000 -- 670,000
---------------------------------------------------------------------------------
-- 669,000 -- 811,000
---------------------------------------------------------------------------------
OPERATING LOSS -- (669,000) -- (811,000)
Equity in earnings of Global
Crossing Ltd. 2,558,472 -- (24,179,736) --
INTEREST INCOME -- 1,154,000 -- 2,501,000
---------------------------------------------------------------------------------
INCOME (LOSS) BEFORE INCOME TAXES 2,558,472 485,000 (24,179,736) 1,690,000
GAIN FROM INITIAL PUBLIC OFFERING 54,168,381 -- 54,168,381 --
PROVISION FOR INCOME TAXES -- -- -- --
---------------------------------------------------------------------------------
NET INCOME 56,726,853 485,000 29,988,645 1,690,000
Preference share dividends -- (4,177,000) -- (8,413,000)
---------------------------------------------------------------------------------
NET INCOME (LOSS) APPLICABLE TO
COMMON STOCKHOLDER'S 56,726,853 (3,692,000) 29,988,645 (6,723,000)
==================================================================================
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
GLOBAL CROSSING LTD., LDC
CONDENSED BALANCE SHEETS
AS OF SEPTEMBER 30, 1998
AND DECEMBER 31, 1997
<TABLE>
<CAPTION>
September 30, 1998 December 31, 1997
-------------------------------------
(Unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents -- 1,452,684
Interest receivable -- 123,000
Restricted cash and cash equivalents -- 25,275,196
Other assets and prepaid costs -- 892,958
---------------------------------
-- 27,743,838
---------------------------------
Backhaul capacity available for sale -- 21,200,000
Construction in progress -- 497,318,509
Deferred finance and organization costs- net of
accumulated amortization of $2,247 as of
December 31, 1997 -- 25,934,021
Investment in Global Crossing Ltd. 120,397,872 -
=================================
Total assets 120,397,872 572,196,368
=================================
LIABILITIES
Current liabilities:
Accrued construction costs -- 52,003,875
Accounts payable and accrued liabilities -- 1,658,399
Accrued interest and preference share dividends -- 2,921,854
Deferred revenue -- 5,325,000
Current portion of obligations under inland services
agreements -- 17,891,000
Current portion of obligations under capital leases -- 12,297,645
---------------------------------
-- 92,097,773
Long-term debt -- 162,325,000
Senior notes -- 150,000,000
Obligations under inland services agreements -- 3,009,000
---------------------------------
Total liabilities -- 407,431,773
---------------------------------
MANDATORILY REDEEMABLE PREFERENCE SHARES (109,830 shares
as of December 31, 1997, $1,000 liquidation per share
(net of unamortized discount and issuance costs
of $12,224 and $6,962) -- 90,643,919
STOCKHOLDER'S EQUITY
Class A common stock, 2,630,943 and 31,102,950
issued as of
September 30, 1998 and December 31, 1997,
respectively 2 20
Class B common stock, 906,605 and 50,625,000
issued as of
September 30, 1998 and December 31, 1997,
respectively 1 34
Class C common stock, 19,427,281 and 50,625,000
issued as of
September 30, 1998 and December 31, 1997,
respectively 19 34
Class D common stock, 0 and 33,088,200
issued as of
September 30, 1998 and December 31, 1997,
respectively -- 22
Other stockholder's equity 90,449,342 74,280,922
Retained earnings (deficit) 29,948,508 (160,356)
---------------------------------
Total stockholder's equity 120,397,872 74,120,676
=================================
Total liabilities and stockholder's equity 120,397,872 572,196,368
=================================
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
GLOBAL CROSSING LTD., LDC.
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998
AND FOR THE PERIOD MARCH 19, 1997 (DATE OF INCEPTION)
TO DECEMBER 31, 1997
<TABLE>
<CAPTION>
Common Stock
-------------------------
Class A Class B Class C Class D Class E Amount
---------- ---------- --------- --------- ---------- ------
<S> <C> <C> <C> <C> <C> <C>
Issuance of Class A common stock for cash
on March 25, 1997 11,250,000 0 0 0 0 7
Class A common stock distributed for nil
consideration to the initial purchaser of
preference shares on March 25, 1997 19,852,950 0 0 0 0 13
Issuance of Class B common stock for cash
on March 25, 1997 0 50,625,000 0 0 0 34
Issuance of Class C common stock for cash
on March 25, 1997 0 0 50,625,000 0 0 34
Issuance of Class D common stock for cash to
certain Class B shareholders
on March 25, 1997 0 0 0 33,088,200 0 22
Costs incurred related to the issuance of
common stock 0 0 0 0 0 0
Preference share dividends 0 0 0 0 0 0
Net loss for the period 0 0 0 0 0 0
---------- ---------- ---------- ---------- ----------- ------
Balance, December 31, 1997 31,102,950 50,625,000 50,625,000 33,088,200 0 110
---------- ---------- ---------- ---------- ----------- ------
Issuance of Class B common stock for cash
on January 21, 1998 0 450,000 0 0 0 0
Issuance of Class E common stock for cash
on January 21, 1998 0 0 0 0 187,500 0
Issuance of Class E common stock for cash
on April 22, 1998 0 0 0 0 150,000 0
Cash reimbursement to certain shareholders 0 0 0 0 0 0
Unearned compensation 0 0 0 0 0 0
Compensation Expense 0 0 0 0 0 0
PCG Warrants 0 12,203,170 0 0 0 9
Common stock to be issued in exchange for
termination of advisory services agreement 0 7,105,263 0 0 0 5
Preference share dividends 0 0 0 0 0 0
Redemption of preference shares 0 0 0 0 0 0
TDC Exchange 0 0 0 0 0 0
Conversion of Class D shares 0 0 0 (33,088,200) 30,534,017 (2)
Old GCL Exchange (28,472,007) (69,476,828) (31,197,719) 0 (30,871,517) (100)
Retirement of treasury shares
Equity transactions of Equity Investment
Net gain for the nine months
ended September 30, 1998 0 0 0 0 0 0
---------- ---------- ---------- ---------- ----------- ------
Balance, September 30, 1998 2,630,943 906,605 19,427,281 0 0 22
========== ========== ========== ========== =========== ======
<CAPTION>
Other Stockholders' Equity
--------------------------
Total
Treasury Additional Paid- Unearned Accumulated Stockholder's
Stock in Capital Compensation Deficit Equity
----- ---------- ------------ ------- ------
<S> <C> <C> <C> <C> <C>
Issuance of Class A common stock for cash 0 7,499,993 0 0 7,500,000
on March 25, 1997
Class A common stock distributed for nil
consideration to the initial purchaser of
preference shares on March 25, 1997 0 13,234,987 0 0 13,235,000
Issuance of Class B common stock for cash
on March 25, 1997 0 31,249,966 0 0 31,250,000
Issuance of Class C common stock for cash
on March 25, 1997 0 33,749,966 0 0 33,750,000
Issuance of Class D common stock for cash to
certain Class B shareholders
on March 25, 1997 0 2,499,978 0 0 2,500,000
Costs incurred related to the issueance of
common stock 0 (1,264,045) 0 0 (1,264,045)
Preference share dividends 0 (12,689,923) 0 0 (12,689,923)
Net loss for the period 0 (160,356) (160,356)
------------ ----------- ------------ ------------ -----------
Balance, December 31, 1997 0 74,280,922 0 (160,356) 74,120,676
------------ ----------- ------------ ------------ -----------
Issuance of Class B common stock for cash
on January 21, 1998 0 750,000 0 0 750,000
Issuance of Class E common stock for cash
on January 21, 1998 0 312,500 0 0 312,500
Issuance of Class E common stock for cash
on April 22, 1998 0 1,725,179 0 0 1,725,179
Cash reimbursement to certain shareholders 0 (7,047,044) 0 0 (7,047,044)
Unearned compensation 0 67,130,700 (67,130,700) 0 0
Compensation Expense 0 0 21,134,991 0 21,134,991
PCG Warrants 0 275,297,000 0 0 275,297,009
Common stock to be issued in exchange for
termination of advisory services agreement 0 135,000,000 0 0 135,000,005
Preference share dividends 0 (8,306,433) 0 0 (8,306,433)
Redemtion of preference shares 0 (34,140,067) 0 0 (34,140,067)
TDC Exchange (209,414,620) 209,414,620 0 0 0
Conversion of Class D shares 0 0 0 0 (2)
Old GCL Exchange (370,727,569) 120,219 (370,607,450)
Retirement of treasury shares
Equity transactions of Equity Investment (209,414,620) (209,414,620) 0 0
Net gain for the nine months 0 2,452,850 (282,987) 0 2,169,863
ended September 30, 1998 0 0 0 29,988,645 29,988,645
------------ ----------- ------------ ------------ -----------
Balance, September 30, 1998 0 136,728,038 (46,278,696) 29,948,508 120,397,872
============ =========== ============ ============ ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
GLOBAL CROSSING LTD., LDC
CONDENSED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998
AND FOR THE PERIOD MARCH 19, 1997 (DATE OF INCEPTION)
TO SEPTEMBER 30, 1997
<TABLE>
<CAPTION>
Period from
March 19, 1997
(Date of
Nine months ended Inception) to
September 30, 1998 September 30, 1997
(Unaudited) (Unaudited)
----------------------------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) applicable to common shareholders 29,988,645 (6,723,000)
Adjustments to reconcile net income to net cash provided by operating activities:
Gain on initial public offering of Global Crossing Ltd. (54,168,381) --
Equity in earnings of Global Crossing Ltd. 24,179,736 --
Depreciation -- 117,000
Preference share dividends -- 8,413,000
Increase in other assets and prepaid costs -- (2,387,000)
Increase in accounts payable and accrued liabilities -- 3,275,000
----------------------------------------
Net cash provided by operating activities -- 2,695,000
----------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Finance and organizational costs incurred -- (24,433,000)
Proceeds from issuance of common stock and additional paid-in capital -- 73,736,000
Preferance share issuance costs -- (7,530,000)
Proceeds from issuance of preferance shares -- 100,000,000
Proceeds from long term debt -- 5,000,000
Proceeds from issuance of senior notes -- 150,000,000
----------------------------------------
Net cash provided by financing activities -- 296,773,000
----------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Investment in Global Crossing LTD. (1,452,684) --
Cash paid for construction in progress and capacity available for sale -- (262,501,000)
----------------------------------------
Net cash used in investing activities (1,452,684) (262,501,000)
----------------------------------------
NET INCREASE (DECREASE) IN CASH (1,452,684) 36,967,000
CASH AND CASH EQUIVALENTS, beginning of year 1,452,684 -
----------------------------------------
========================================
CASH AND CASH EQUIVALENTS, end of year -- 36,967,000
========================================
SUPPLEMENTAL INFORMATION ON NON-CASH OPERATING ACTIVITIES
(Increase) decrease in operating assets-
Interest receivable 123,000 --
Other assets and prepaid costs 892,958 --
Deferred finance and organization costs 25,934,021 --
Backhaul capacity available for sale 21,200,000 --
Construction in progress 497,318,509 --
Increase (decrease) in operating liabilities
Accounts payable and accrued liabilities (1,658,399) --
Accrued interest and preference share dividends (2,921,854) --
Deferred revenue (5,325,000) --
Current portion of obligations under inland services agreements (17,891,000) --
Obligations under inland services agreements (3,009,000) --
Accrued construction costs (52,003,875) --
Current portion of obligations under capital leases (12,297,645) --
========================================
450,361,715 --
========================================
SUPPLEMENTAL INFORMATION ON NON-CASH INVESTING ACTIVITIES
Investment in Global Crossing LTD. (90,409,227) --
Costs incurred for construction in progress and capacity available for sale -- 305,905,000
Accrued construction costs -- (42,079,000)
Amortization of deferred finance and organization costs -- (1,325,000)
========================================
(90,409,227) 262,501,000
========================================
SUPPLEMENTAL INFORMATION ON NON-CASH FINANCING ACTIVITIES
Restricted cash and cash equivalents 25,275,196 --
Long-term debt (162,325,000) --
Senior notes (150,000,000) --
Mandiatorily redeemable preference shares (90,643,919) --
Issuance of Class B common stock for cash on January 21, 1998 750,000 --
Issuance of Class E common stock for cash on January 21, 1998 312,500 --
Issuance of Class E common stock for cash on April 22, 1998 1,725,179 --
Cash reimbursement to certain shareholders (7,047,044) --
Compensation Expense 21,134,991 --
PCG Warrants 275,297,009 --
Common stock to be issued in exchange for termination of advisory services agreement 135,000,005 --
Preference share dividends (8,306,433) --
Redemption of preference shares (34,140,067) --
Conversion of Class D shares (2) --
Old GCL Exchange (370,607,450) --
Equity transactions of Equity Investment 2,169,863 --
Common stock distributed to holders of preference shares -- 680,000
========================================
(361,405,172) 680,000
========================================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the year for taxes -- --
Cash paid during the year for interest -- --
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
GLOBAL CROSSING LTD., LDC
NOTES TO UNAUDITED FINANCIAL STATEMENTS
SEPTEMBER 30, 1998
Note 1. Organization
Global Crossing Ltd., LDC ("Old GCL"), formerly GT Parent Holdings LDC, was
incorporated as an exempted limited duration company in the Cayman Islands on
March 19, 1997 (the date of inception). From March 19, 1997 through May 26,
1998 Old GCL was in the development stage and was engaged in the construction
and development of an underwater fiber optic system connecting the United
States and Europe ("Atlantic Crossing" or "AC-1 system"). On May 26, 1998, the
United States to United Kingdom segment of the AC-1 system was placed into
service and Old GCL began generating revenues. During the development stage,
Old GCL recognized approximately $101 million in revenues and had minimal
operating costs as the costs of construction were capitalized. During the
period from March 19, 1997 through June 30, 1998, Old GCL incurred a net loss
applicable to common shareholders of approximately $214.5 million. This loss
was primarily the result of (1) the termination of an Advisory Services
Agreement, dated March 25, 1997 (as amended, the "Advisory Services
Agreement") with PCG Telecom with respect to the AC-1 system under which PCG
Telecom was entitled to an advisory fee based upon the gross revenues of
Atlantic Crossing Ltd. ("ACL"); (2) awards under Old GCL's Stock Incentive
Plan; (3) the extraordinary loss on the retirement of Global Telesystems
Holdings, Ltd. ("GTH") Senior Notes which were repurchased on May 18, 1998;
and (4) the redemption of GTH Preference Shares on June 17, 1998. Old GCL
financed its net losses, debt service, capital expenditures and other cash
needs through the proceeds of sales of common and preferred equity and the
issuance of debt.
Prior to the initial public offering of Global Crossing Ltd. ("New GCL"), all
shares of common stock in New GCL, a Bermuda Company, were owned by Old GCL.
In August 1998, New GCL declared a stock dividend to Old GCL so that Old GCL
held 1.5 shares of common stock of New GCL for each share of common stock of
Old GCL outstanding. Pursuant to the terms of the Articles of Association of
Old GCL, prior to the initial public offering each holder of Class D shares
converted such shares into a fraction of a Class E share based upon a
valuation at the time of such conversion, together with a warrant to purchase
the remaining fraction of such Class E share at an exercise price based upon
such market valuation. In addition, each holder of Class E shares of Old GCL
had such E shares converted into Class B shares of Old GCL. Accordingly, each
holder of Class D and Class E shares received Class B shares, with the
warrants to purchase Class E shares received by former Class D shareholders
then cancelled in exchange for warrants ("New GCL Warrants") to purchase
shares of common stock of New GCL at an exercise price equal to the initial
offering price.
Immediately subsequent to such transactions and prior to the initial public
offering, each shareholder of Old GCL, other than CIBC Wood Gundy Capital (SFC),
Inc. ("CIBC"), agreed with Old GCL to exchange their interests in Old GCL for
shares of common stock of New GCL held by Old GCL at a rate of 1.5 shares of
common stock of New GCL per share of common
<PAGE>
stock of Old GCL (the "Old GCL Exchange"). CIBC did not participate in the Old
GCL Exchange and maintains its beneficial ownership position in New GCL through
Old GCL. Subsequent to the Old GCL Exchange, each previous shareholder of Old
GCL holds an equal proportionate interest in New GCL, with Old GCL becoming
wholly owned by CIBC. All shares of common stock in Old GCL, other than the
shares owned by CIBC, have been retired.
The pro forma financial statements for Old GCL appearing below give effect to
the Old GCL Exchange. Subsequent to the Old GCL Exchange, Old GCL's only asset
is its investment in New GCL. Old GCL accounts for its investment in New GCL
utilizing the equity basis of accounting. Old GCL does not have any other
assets or liabilities and engages in no business activities other than holding
New GCL shares.
Old GCL Summarized Pro Forma Financial Statements (in 000's):
<TABLE>
<CAPTION>
Old GCL
Old GCL Old GCL Adjusted
Historical Exchange December 31, 1997
ASSETS December 31, 1997 (Unaudited) (Unaudited)
-----------------------------------------------------
<S> <C> <C> <C>
Cash and cash equivalents 1,453 (1,453) --
Restricted cash and cash equivalents 25,275 (25,275) --
Other assets and prepaid costs 1,016 (1,016) --
Capacity available for sale 21,200 (21,200) --
Construction in progress 497,319 (497,319) --
Deferred finance and organization costs- net of accumulated
amortization of $2,247 as of December 31, 1997 25,934 (25,934) --
Investment in Global Crossing LTD. -- 12,452 12,452
------- -------- -------
Total assets 572,197 (559,745) 12,452
======= ========= =======
LIABILITIES
Accrued construction costs 52,004 (52,004) --
Accounts payable and accrued liabilities 2,939 (2,939) --
Accrued interest 1,641 (1,641) --
Deferred revenue 5,325 (5,325) --
Current portion of long-term debt and lease obligations 30,189 (30,189) --
Long-term debt 162,325 (162,325) --
Senior notes 150,000 (150,000)
Obligations under inland services agreements and capital
leases 3,009 (3,009) --
------- -------- -------
Total liabilities 407,432 (407,432)
MANDATORILY REDEEMABLE PREFERENCE SHARES 109,830 shares
as of December 31, 1997, $1,000 liquidation per share
(net of unamortized discount and issuance costs of
$12,224 and $6,962 90,644 (90,644) --
STOCKHOLDERS' EQUITY 74,121 (61,669) 12,452
------- -------- -------
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY 572,197 (559,745) 12,452
======= ======== ======
<CAPTION>
Three Months Three Months
Ended Old GCL Ended
September 30, 1997 Exchange September 30, 1997
(Unaudited) (Unaudited) (Unaudited)
------------------------------------------------------
<S> <C> <C> <C>
Sales and operating revenue -- -- --
Operating expenses 669 (669) --
------- -------- -------
Operating loss (669) 669 --
Equity in earnings of New GCL -- (620) (620)
Interest income 1,154 (1,154) --
------- -------- -------
Income (loss) before income taxes 485 (1,105) (620)
Provision for income taxes -- -- --
------- -------- -------
NET INCOME (LOSS) 485 (1,105) (620)
Preference share dividends (4,177) 4,177 --
------- -------- -------
Net income (Loss) applicable to
common stockholder's (3,692) 3,072 (620)
======= ======== ======
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
For the Period For the Period
from March 19,1997 From March 19, 1997
(Date of inception) Old GCL (Date of inception)
to September 30, 1997 Exchange To September 30, 1997
(Unaudited) (Unaudited) (Unaudited)
-----------------------------------------------------------
<S> <C> <C> <C>
Sales and operating revenue -- -- --
Operating expenses 811 (811) --
------- ---------- -------
Operating loss
(811) 811 --
Equity in earnings of New GCL
-- (1,129) (1,129)
Interest income
2,501 (2,501) --
------- ---------- -------
Income (loss) before income taxes 1,690 (2,819) (1,129)
Provision for income taxes -- -- --
------- ---------- -------
NET INCOME (LOSS) 1,690 (2,819) (1,129)
Preference share dividends (8,413) 8,413 --
------- ---------- -------
Net Loss applicable to
common stockholder's (6,723) 5,594 (1,129)
======= ======== ======
</TABLE>
Note 2. Description of Investment
New GCL is the world's first independent provider of global internet and long
distance telecommunications facilities and services utilizing a network of
undersea and terrestrial digital fiber optic cable systems. New GCL operates
as a "carriers' carrier", providing tiered pricing and segmented products to
licensed providers of international internet and telecommunications services.
Capacity on New GCL's network is offered to all customers on an open, equal
access basis. The first five cable systems under development by New GCL,
together with associated terrestrial backhaul capacity, will form an
interconnected worldwide high capacity fiber optic network (the "Global
Crossing Network") consisting of AC-1; Pacific Crossing ("PC-1"), a system
connecting the United States and Asia; Mid-Atlantic Crossing ("MAC"), a system
connecting the eastern United States and the Caribbean; Pan American Crossing
("PAC"), a system connecting the Western United States, Central America and
the Caribbean, and Pan European Crossing ("PEC"), a 7,200 kilometer
terrestrial system connecting 18 European cities to each other and to the
undersea systems. The undersea component of the Global Crossing Network
initially will total 51,300 kilometers.
Note 3. Basis of Presentation
The accompanying unaudited interim condensed financial statements as of
September 30, 1998 and for the three and nine months ended September 30, 1998
and for the three months ending September 30, 1997, and the period from March
19, 1997 ( Date of Inception) to September 30, 1997 include the accounts of
Old GCL. All material inter-company balances and transactions have been
eliminated. The unaudited interim condensed 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.
The accompanying unaudited financial statements do not include all footnotes
and certain financial presentation 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
Old GCL's Registration Statement on Form S-4 (Registration No. 333 - 61457).
<PAGE>
Note 4. Guarantee
Old GCL is a guarantor of senior notes issued by Global Crossing Holdings Ltd.
("Holdings"). Holdings is a wholly owned subsidiary of New GCL. In May, 1998
Holdings issued $800 million of Senior Notes due 2008 (the "Senior Notes").
The Senior Notes are guaranteed on a senior unsecured basis by Old GCL and New
GCL.
Note 5. Gain on Initial Public Offering
Old GCL has recognized a gain in connection with the initial public offering
of New GCL of approximately $54 million. No income taxes have been provided
for this gain as Old GCL is not subject to direct taxation in the Cayman
Islands.
Note 6. Pending and New Accounting Standards
The Financial Accounting Standards Board has recently issued Statement of
Financial Accounting Standards No. 54, "Reporting Comprehensive Income"
("SFAS 130") and Statement of Financial Accounting Standards No. 131,
"Disclosures About Segments of an Enterprise and Related Information" ("SFAS
131") SFAS 130 and SFAS 131 are effective for periods beginning after December
15, 1997. There was no impact to the financial statements due to the adoption
of SFAS 130 in the first nine months of 1998. Management does not expect the
impact of the adoption of SFAS 131 on the Company's financial position or
results of operations to be material.
The Financial Accounting Standards Board has also recently issued Statement of
Financial Accounting Standards No. 133, "Accounting for Derivative Instruments
and Hedging Activities," ("SFAS 133") which is effective for periods beginning
after June 15, 1999. Management does not expect the impact of the adoption of
SFAS 133 on the Company's financial position or results of operations to be
material
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Old GCL's only asset is its investment in New GCL. Old GCL has no other assets
or liabilities and engages in no other business activities. Old GCL's results
of operations reflect only its share of the results of operations of New GCL
on an equity accounting basis.
Old GCL is filing this Form 10-Q as a guarantor of the Senior Notes issued by
Holdings, a wholly owned subsidiary of New GCL. Prior to the Old GCL Exchange,
as discussed in Item 1 above, the business and operations of New GCL were
conducted through Old GCL. Subsequent to the Old GCL Exchange, Old GCL and New
GCL each present their own separate financial statements in their annual and
quarterly reports filed with the SEC. As such, the comparable prior period
financial information for New GCL is not discussed herein. Management of Old
GCL assumes no responsibility for the financial information of New GCL.
Results of Operations for the Three Months ended September 30, 1998 and
September 30, 1997
<PAGE>
For the three months ended September 30, 1998, Old GCL recorded income from
its investment in New GCL of approximately $2.6 million. This income
represents Old GCL's equity in the earnings of New GCL based on the equity
method of accounting. For the reasons that have been previously discussed,
management has concluded that providing comparative information is not
relevant.
For the three months ended September 30, 1998, New GCL reported sales and
operating revenues of approximately $117.7 million, expenses of approximately
$85.7 million, operating income of approximately $32 million, income before
income taxes and extraordinary item of approximately $22.6 million and net
income of approximately $15 million. For the reasons that have been previously
discussed, management has concluded that providing comparative information is
not relevant.
Results of Operations for the Nine Months ended September 30, 1998 and the
Period from March 19, 1997 (date of inception) to September 30, 1997
For the nine months ended September 30, 1998, Old GCL recorded a net loss from
its investment in New GCL of approximately $24.2 million. For the reasons that
have been previously discussed, management has concluded that providing
comparative information is not relevant.
For the nine months ended September 30, 1998, New GCL reported sales and
operating revenues of approximately $218.9 million, expenses of approximately
$314.4 million, operating loss of approximately $95.5 million, loss before
income taxes and extraordinary item of approximately $107.9 million, net loss
of approximately $143.9 million, and net loss applicable to common
shareholders of approximately $186.4 million. For the reasons that have been
previously discussed, management has concluded that providing comparative
information is not relevant.
Balance Sheet as of September 30, 1998
As of September 30, 1998, Old GCL reported total assets of $120.3 million,
total liabilities of 0 and total stockholder's equity of $120.3 million.
As of September 30, 1998, New GCL reported total assets of approximately
$2,054.9 million, total liabilities of approximately $1,338.3 million and
total stockholders' equity of approximately $716.6 million.
Liquidity and Capital Resources
Not applicable
Year 2000 Compliance
Old GCL believes that its computer information systems will enable it to
process transactions relating to Year 2000 and beyond and that its computer
systems will not be adversely affected.
<PAGE>
In the event that New GCL does not successfully achieve Year 2000
compliance, Old GCL's business could be adversely affected.
Information Regarding Forward-Looking Statements
Not applicable
Item 3. Quantitative and Qualitative Disclosure about Market Risk
Not applicable
Part II. Other Information
Item 1. Legal Proceedings
Old GCL is not presently subject to any material legal claims or proceedings.
Item 2. Changes in Securities and Use of Proceeds
Not applicable
Item 3. Defaults Upon Senior Notes
Not applicable
Item 4. Submission of Matters to A Vote of Security Holders
Not applicable
Item 5. Other Information
Any proposal of a security holder intended to be presented at the Company's
1999 Annual Meeting of Stockholders and to be included in the related proxy
statement must be received at the Company's principal executive offices on or
before December 15, 1998.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
(27) Financial Data Schedule
(b) Reports on Form 8-K
Not applicable
<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.
GLOBAL CROSSING LTD., LDC
Date Signature Title
- - ---- --------- -----
November 16, 1998 /s/ Jay R. Levine Principal Financial and
- - ----------------- ------------------- Principal Accounting Officer
Jay R. Levine
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