FORM 10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended June 30, 2000
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period__________to__________
Commission file number 0-15658
LEVEL 3 COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
Delaware 47-0210602
(State of Incorporation) (I.R.S. Employer
Identification No.)
1025 Eldorado Blvd., Broomfield, CO 80021
(Address of principal executive offices) (Zip Code)
(720) 888-1000
(Registrant's telephone number,
including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports(s)), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
The number of shares outstanding of each class of the issuer's common stock, as
of August 1, 2000:
Common Stock 366,594,706 shares
<PAGE>
LEVEL 3 COMMUNICATIONS, INC. AND SUBSIDIARIES
Page
Part I - Financial Information
Item 1. Financial Statements:
Consolidated Condensed Statements of Operations
Consolidated Condensed Balance Sheets
Consolidated Condensed Statements of Cash Flows
Consolidated Statement of Changes in Stockholders' Equity
Consolidated Statements of Comprehensive Loss
Notes to Consolidated Condensed Financial Statements
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Part II - Other Information
Item 4. Submission of Matters to a Vote of Security Holders
Item 6. Exhibits and Reports on Form 8-K
Signatures
Index to Exhibits
<PAGE>
LEVEL 3 COMMUNICATIONS, INC. AND SUBSIDIARIES
Consolidated Condensed Statements of Operations
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
---------------------- ---------------
(dollars in millions, except share data) 2000 1999 2000 1999
-----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Revenue $ 234 $ 106 $ 411 $ 208
Costs and Expenses:
Cost of revenue 154 81 284 143
Depreciation and amortization 139 51 227 92
Selling, general and administrative expenses 249 157 485 282
------- ------- ------- -------
Total costs and expenses 542 289 996 517
------- ------- ------- -------
Loss from Operations (308) (183) (585) (309)
Other Income (Expense):
Interest income 104 57 168 107
Interest expense, net (81) (45) (131) (98)
Equity in losses of unconsolidated subsidiaries, net (61) (24) (116) (49)
Gain on equity investee stock transactions 57 111 95 111
Other, net (3) 17 (3) 19
--------- -------- --------- --------
Total other income 16 116 13 90
-------- ------- -------- --------
Loss Before Income Taxes (292) (67) (572) (219)
Income Tax Benefit 11 23 20 70
-------- -------- -------- --------
Net Loss $ (281) $ (44) $ (552) $ (149)
======= ======== ======= =======
Net Loss Per Share (Basic and Diluted) $ (0.77) $ (0.13) $ (1.54) $ (0.45)
======= ======= ======= =======
Total Number of Weighted Average Shares
Outstanding Used to Compute Basic and
Diluted Loss Per Share (in thousands) 365,916 339,266 358,008 327,840
======= ======= ======= =======
</TABLE>
See accompanying notes to consolidated condensed financial statements.
<PAGE>
LEVEL 3 COMMUNICATIONS, INC. AND SUBSIDIARIES
Consolidated Condensed Balance Sheets
(unaudited)
<TABLE>
<CAPTION>
June 30, December 31,
(dollars in millions, except share data) 2000 1999
-------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Assets
Current Assets
Cash and cash equivalents $ 1,652 $ 1,214
Marketable securities 4,753 2,227
Restricted securities 60 51
Accounts receivable, less allowances of $15 and $9, respectively 246 148
Income taxes receivable 3 241
Other 128 55
---------- -----------
Total Current Assets 6,842 3,936
Property, Plant and Equipment, net 7,042 4,287
Investments 286 300
Other Assets, net 521 381
---------- ----------
$ 14,691 $ 8,904
======== =========
</TABLE>
See accompanying notes to consolidated condensed financial statements.
<PAGE>
LEVEL 3 COMMUNICATIONS, INC. AND SUBSIDIARIES
Consolidated Condensed Balance Sheets
(unaudited)
<TABLE>
<CAPTION>
June 30, December 31,
(dollars in millions, except share data) 2000 1999
-------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Liabilities and Stockholders' Equity
Current Liabilities:
Accounts payable $ 1,175 $ 830
Current portion of long-term debt 6 6
Accrued payroll and employee benefits 78 43
Accrued interest 134 47
Deferred revenue 325 111
Other 118 88
---------- -----------
Total Current Liabilities 1,836 1,125
Long-Term Debt, less current portion 7,170 3,989
Deferred Income Taxes 63 68
Accrued Reclamation Costs 99 99
Other Liabilities 206 218
Commitments and Contingencies
Stockholders' Equity:
Preferred stock, $.01 par value, authorized 10,000,000 shares;
no shares outstanding in 2000 and 1999 - -
Common Stock:
Common Stock, $.01 par value, authorized 1,500,000,000 shares;
366,357,168 shares outstanding in 2000 and
341,396,727 outstanding in 1999 4 3
Class R, $.01 par value, authorized 8,500,000 shares;
no shares outstanding in 2000 and 1999 - -
Additional paid-in capital 5,014 2,501
Accumulated other comprehensive loss (55) (5)
Retained earnings 354 906
---------- ----------
Total Stockholders' Equity 5,317 3,405
--------- ---------
$ 14,691 $ 8,904
======== =========
</TABLE>
See accompanying notes to consolidated condensed financial statements.
<PAGE>
LEVEL 3 COMMUNICATIONS, INC. AND SUBSIDIARIES
Consolidated Condensed Statements of Cash Flows
(unaudited)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
(dollars in millions) 2000 1999
---------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Cash Flows from Continuing Operations:
Net cash provided by operating activities $ 467 $ 159
Cash Flows from Investing Activities:
Proceeds from sales and maturities of marketable securities 3,413 2,769
Purchases of marketable securities (5,888) (3,275)
Investments (2) (3)
Proceeds from sale of property, plant and equipment and other assets 10 11
Capital expenditures (3,038) (1,215)
Other (9) 1
---------- -----------
Net cash used in investing activities (5,514) (1,712)
Cash Flows from Financing Activities:
Payments on long-term debt including current portion (3) (4)
Long-term debt borrowings, net 3,088 1
Issuances of common stock, net 2,407 1,496
Proceeds from exercise of stock options 12 13
--------- ---------
Net cash provided by financing activities 5,504 1,506
Effect of Exchange Rate Changes on Cash and Cash Equivalents (19) -
--------- ----------
Net Change in Cash and Cash Equivalents 438 (47)
Cash and Cash Equivalents at Beginning of Year 1,214 842
------- ---------
Cash and Cash Equivalents at End of Period $ 1,652 $ 795
======= ========
See accompanying notes to consolidated condensed financial statements.
</TABLE>
<PAGE>
LEVEL 3 COMMUNICATIONS, INC. AND SUBSIDIARIES
Consolidated Statement of Changes in Stockholders' Equity
For the six months ended June 30, 2000
(unaudited)
<TABLE>
<CAPTION>
Accumulated
Additional Other
Common Paid-in Comprehensive Retained
(dollars in millions) Stock Capital Loss Earnings Total
-----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Balance at
December 31, 1999 $ 3 $ 2,501 $ (5) $ 906 $ 3,405
Common Stock:
Issuances, net 1 2,406 - - 2,407
Stock options exercised - 12 - - 12
Stock option grants - 93 - - 93
Shareworks plan - 2 - - 2
Net Loss - - - (552) (552)
Other Comprehensive Loss - - (50) - (50)
--------- ------- --------- -------- ---------
Balance at June 30, 2000 $ 4 $ 5,014 $ (55) $ 354 $ 5,317
========== ======= ========== ======== =======
See accompanying notes to consolidated condensed financial statements.
</TABLE>
<PAGE>
LEVEL 3 COMMUNICATIONS, INC. AND SUBSIDIARIES
Consolidated Statements of Comprehensive Loss
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
---------------------- -------------------
(dollars in millions) 2000 1999 2000 1999
---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net Loss $ (281) $ (44) $ (552) $ (149)
Other Comprehensive Loss, before tax:
Foreign currency translation adjustments (28) (6) (47) (8)
Unrealized holding gain (loss) arising during
the period - 1 (3) (2)
Reclassification adjustment for (gains) losses
included in net loss - (14) - (12)
----------- --------- ----------- ---------
Other Comprehensive Loss, before tax (28) (19) (50) (22)
Income Tax Benefit Related to Items of
Other Comprehensive Loss - 7 - 8
----------- ---------- ----------- ----------
Other Comprehensive Loss, net of tax (28) (12) (50) (14)
--------- --------- --------- ---------
Comprehensive Loss $ (309) $ (56) $ (602) $ (163)
======== ========= ======== ========
See accompanying notes to consolidated condensed financial statements.
</TABLE>
<PAGE>
LEVEL 3 COMMUNICATIONS, INC. AND SUBSIDIARIES
Notes to Consolidated Condensed Financial Statements
1. Summary of Significant Accounting Policies
Principles of Consolidation
The consolidated condensed financial statements include the accounts of Level 3
Communications, Inc. and subsidiaries (the "Company" or "Level 3") in which it
has control, which are engaged in enterprises primarily related to
communications and information services, and coal mining. Fifty-percent-owned
mining joint ventures are consolidated on a pro rata basis. Investments in other
companies in which the Company exercises significant influence over operating
and financial policies are accounted for by the equity method. All significant
intercompany accounts and transactions have been eliminated.
The consolidated condensed balance sheet of Level 3 Communications, Inc. and
subsidiaries at December 31, 1999 has been condensed from the Company's audited
balance sheet as of that date. All other financial statements contained herein
are unaudited and, in the opinion of management, contain all adjustments
(consisting only of normal recurring accruals) necessary for a fair presentation
of financial position, results of operations and cash flows for the periods
presented. The Company's accounting policies and certain other disclosures are
set forth in the notes to the consolidated financial statements contained in the
Company's Annual Report on Form 10-K, for the year ended December 31, 1999 as
amended by the Company's Annual Report on Form 10-K/A-1. These financial
statements should be read in conjunction with the Company's audited consolidated
financial statements and notes thereto. The preparation of the consolidated
condensed financial statements in conformity with generally accepted accounting
principles requires management to make estimates and assumptions that affect the
reported amount of assets and liabilities, disclosure of contingent assets and
liabilities and the reported amount of revenue and expenses during the reported
period. Actual results could differ from these estimates.
The Company has embarked on a plan to become a facilities-based provider (that
is, a provider that owns or leases a substantial portion of the property, plant
and equipment necessary to provide its services) of a broad range of integrated
communications services in the United States, Europe and Asia. To reach this
goal, the Company is expanding substantially the business of its (i)Structure,
Inc. (formerly PKS Information Services, Inc.) subsidiary and creating, through
a combination of construction, purchase and leasing of facilities and other
assets, an advanced international, end-to-end, facilities-based communications
network (the "Business Plan"). The Company is building the network based on
Internet Protocol technology in order to leverage the efficiencies of this
technology to provide lower cost communications services.
The Company expects taxable losses for fiscal 2000 to exceed available taxable
income in the carryback period. For fiscal 2000, Level 3 will recognize a
portion of the expected annual benefit in each period equal to the ratio of
pre-tax loss for the period divided by the total estimated annual loss for the
year.
The results of operations for the six months ended June 30, 2000 are not
necessarily indicative of the results expected for the full year.
Where appropriate, items within the consolidated condensed financial statements
have been reclassified from the previous periods to conform to current period
presentation.
<PAGE>
LEVEL 3 COMMUNICATIONS, INC. AND SUBSIDIARIES
Notes to Consolidated Condensed Financial Statements
2. Loss Per Share
Basic loss per share amounts have been computed using the weighted average
number of shares during each period. The Company had a net loss for the three
and six month periods ended June 30, 2000 and 1999. Therefore, the dilutive
impact of the approximate 19 million shares attributable to the convertible
subordinated notes issued in September 1999, and February 2000 (Note 6), and the
approximate 21 million options and warrants outstanding at June 30, 2000 and
approximate 22 million options and warrants outstanding at June 30, 1999 have
not been included in the computation of diluted loss per share because the
resulting computation would have been anti-dilutive.
3. Property, Plant and Equipment, net
Construction in Progress
The Company is currently constructing its communications network. Costs
associated directly with the uncompleted network and interest expense incurred
during construction are capitalized based on the weighted average accumulated
construction expenditures and the interest rates related to borrowings
associated with the construction (Note 6). Certain intercity segments, gateway
facilities, local networks and operating equipment have been placed in service.
These assets are being depreciated over their useful lives, primarily ranging
from 3-25 years.
The Company is currently developing business support systems required for its
Business Plan. The external direct costs of software, materials and services,
payroll and payroll related expenses for employees directly associated with such
projects and interest costs incurred when developing the business support
systems are capitalized. Upon completion of the projects, the total cost of the
business support systems are amortized over their useful lives of 3 years.
For the six months ended June 30, 2000 the Company invested $3,031 million in
its communications business, including $1,302 million on the U.S. intercity
network, $334 million on the Pan European intercity network, $75 million on
transoceanic networks, $709 million on U.S. gateway facilities and local
networks, and $218 million on European gateway facilities and local networks.
<PAGE>
LEVEL 3 COMMUNICATIONS, INC. AND SUBSIDIARIES
Notes to Consolidated Condensed Financial Statements
Capitalized business support systems and network construction costs that have
not been placed in service have been classified as construction-in-progress
within Property, Plant and Equipment below.
<TABLE>
<CAPTION>
Accumulated Book
(dollars in millions) Cost Depreciation Value
-----------------------------------------------------------------------------------------
<S> <C> <C> <C>
June 30, 2000
Land and Mineral Properties $ 77 $ (12) $ 65
Facility and Leasehold Improvements:
Communications 548 (22) 526
Information Services 25 (4) 21
Coal Mining 73 (65) 8
CPTC 92 (10) 82
Operating Equipment:
Communications 1,145 (239) 906
Information Services 49 (33) 16
Coal Mining 113 (98) 15
CPTC 17 (8) 9
Network Construction Equipment 232 (19) 213
Furniture and Office Equipment 196 (87) 109
Other 138 (39) 99
Construction-in-Progress 4,973 - 4,973
------- ----------- -------
$ 7,678 $ (636) $ 7,042
======= ======== =======
December 31, 1999
Land and Mineral Properties $ 60 $ (15) $ 45
Facility and Leasehold Improvements:
Communications 400 (14) 386
Information Services 26 (3) 23
Coal Mining 73 (64) 9
CPTC 92 (9) 83
Operating Equipment:
Communications 686 (83) 603
Information Services 54 (37) 17
Coal Mining 115 (103) 12
CPTC 17 (7) 10
Network Construction Equipment 98 (10) 88
Furniture and Office Equipment 150 (66) 84
Other 155 (28) 127
Construction-in-Progress 2,800 - 2,800
------- ----------- -------
$ 4,726 $ (439) $ 4,287
======= ======== =======
</TABLE>
<PAGE>
LEVEL 3 COMMUNICATIONS, INC. AND SUBSIDIARIES
Notes to Consolidated Condensed Financial Statements
4. Investments
The Company holds significant equity positions in two publicly traded companies;
RCN Corporation ("RCN") and Commonwealth Telephone Enterprises, Inc.
("Commonwealth Telephone"). RCN is a facilities-based provider of bundled local
and long distance phone, cable television and Internet services to residential
markets primarily on the East and West coasts as well as Chicago.
Commonwealth Telephone holds Commonwealth Telephone Company, an incumbent local
exchange carrier operating in various rural Pennsylvania markets, and CTSI,
Inc., a competitive local exchange carrier which commenced operations in 1997.
On June 30, 2000 Level 3 owned approximately 31% and 48% of the outstanding
shares of RCN and Commonwealth Telephone, respectively, and accounts for each
entity using the equity method. The market value of the Company's investment in
RCN and Commonwealth Telephone was $676 million and $502 million, respectively,
on June 30, 2000.
The Company recognizes gains from the sale, issuance and repurchase of stock by
its subsidiaries and equity method investees in its statements of operations.
During 2000, RCN issued stock for the acquisition of 21st Century Telecom Group,
Inc., completed on April 28, 2000, and for certain transactions which diluted
the Company's ownership of RCN from 35% at December 31, 1999 to 31% at June 30,
2000. The increase in the Company's proportionate share of RCN's net assets as a
result of these transactions resulted in pre-tax gains of $57 million and $95
million for the Company for the three and six months ended June 30, 2000. The
Company recognized a pre-tax gain of $111 million for the three and six months
ended June 30, 1999 as a result of RCN issuing shares in a secondary offering
and for certain transactions. The Company's investment in RCN, including
goodwill, was $142 million and $166 million at June 30, 2000 and December 31,
1999, respectively.
In October 1999, RCN announced that Vulcan Ventures, Inc. had agreed to invest
$1.65 billion in RCN. The investment, which closed on February 28, 2000, is in
the form of mandatorily convertible preferred stock convertible into 26.6
million shares of RCN common stock. The preferred shares must be converted to
common shares within a three to seven year period at $62 per share.
Level 3 expects to recognize a significant gain when Vulcan Ventures, Inc.
converts its RCN preferred stock to RCN common stock.
The Company's investment in Commonwealth Telephone, including goodwill, was $128
million and $126 million at June 30, 2000 and December 31, 1999, respectively.
The following is summarized financial information of RCN for the three and six
months ended June 30, 2000 and 1999, and as of June 30, 2000 and December 31,
1999 (in millions):
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
---------------------- -------------------
Operations 2000 1999 2000 1999
---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
RCN Corporation:
Revenue $ 79 $ 67 $ 150 $ 134
Net loss available to common shareholders (208) (68) (362) (136)
Level 3's share:
Net loss (63) (25) (119) (52)
Goodwill amortization - (1) (1) (1)
----------- ---------- ---------- ----------
Equity in net loss $ (63) $ (26) $ (120) $ (53)
========= ========= ======== =========
</TABLE>
<PAGE>
LEVEL 3 COMMUNICATIONS, INC. AND SUBSIDIARIES
Notes to Consolidated Condensed Financial Statements
Financial Position 2000 1999
------------------------------------------------------------------------------
Current Assets $ 2,731 $ 1,905
Other Assets 2,165 1,287
------- -------
Total assets 4,896 3,192
Current Liabilities 281 249
Other Liabilities 2,224 2,168
Minority Interest 90 130
Preferred Stock 1,919 253
------- --------
Total liabilities and preferred stock 4,514 2,800
------- -------
Common equity $ 382 $ 392
======== ========
Level 3's Investment:
Equity in net assets $ 119 $ 139
Goodwill 23 27
--------- ---------
$ 142 $ 166
======== ========
In July 1999, the Company and Data Return Corporation ("Data Return") entered
into an agreement whereby Data Return would purchase $5 million of capacity from
the Company by December 31, 2001. In lieu of cash, the Company agreed to accept,
at the time, approximately 1.9 million shares of Data Return restricted common
stock as payment for services to be provided. The Company recorded the
transaction as an investment and deferred revenue at the value of the services
to be provided. In October 1999, Data Return conducted an initial public
offering. The market value of the Company's investment in Data Return at June
30, 2000 was approximately $57 million. The Company, however, cannot reflect the
fair value of the Data Return investment in its financial statements until it
provides the services to Data Return or certain restrictions expire in 2001.
5. Other Assets, net
At June 30, 2000 and December 31, 1999 other assets consisted of the following:
(in millions) 2000 1999
--------------------------------------------------------------------------------
Goodwill:
XCOM, net of accumulated amortization of $48 and $37 $ 64 $ 75
GeoNet, net of accumulated amortization of $7 and $5 15 17
BusinessNet, net of accumulated amortization of $6 and $4 10 12
Other, net of accumulated amortization of $10 and $6 10 14
Prepaid Network Assets 47 30
Deposits 163 64
Debt Issuance Costs, net 168 101
Pavilion Towers Office Complex - 23
CPTC Deferred Development and Financing Costs 14 15
Unrecovered Mine Development Costs 14 14
Other 16 16
-------- ------
Total other assets $ 521 $ 381
======== ======
LEVEL 3 COMMUNICATIONS, INC. AND SUBSIDIARIES
Notes to Consolidated Condensed Financial Statements
Goodwill amortization expense, excluding amortization expense attributable to
equity method investees, was $9 million and $19 million for the three and six
months ended June 30, 2000. Goodwill amortization expense, excluding
amortization expense attributable to equity method investees, was $9 and $17
million for the three and six months ended June 30, 1999.
On June 30, 2000, the Company sold the Pavilion Towers Office Complex and the
buyer assumed the related debt resulting in net proceeds of approximately $7
million.
6. Long-Term Debt
At June 30, 2000 and December 31, 1999, long-term debt was as follows:
(in millions) 2000 1999
-------------------------------------------------------------------------------
Senior Notes (9.125% due 2008) $ 2,000 $ 2,000
Senior Notes (11% due 2008) 800 -
Senior Discount Notes (10.5% due 2008) 588 559
Senior Euro Notes (10.75% due 2008) 475 -
Senior Discount Notes (12.875% due 2010) 375 -
Senior Euro Notes (11.25% due 2010) 285 -
Senior Secured Credit Facility:
Term Loan Facility:
Tranche A (9.73% due 2007) 200 200
Tranche B (10.48% due 2008) 275 275
Senior Notes (11.25% due 2010) 250 -
Commercial Mortgage (9.03% due 2003) 120 -
Convertible Subordinated Notes (6.0% due 2010) 863 -
Convertible Subordinated Notes (6.0% due 2009) 823 823
CPTC Long-Term Debt (with recourse only to CPTC)
(7.6%-9.5% due 2004-2017) 115 115
Other 7 23
-------- -------
7,176 3,995
Less current portion (6) (6)
-------- -------
$ 7,170 $ 3,989
======= =======
11% Senior Notes due 2008
On February 29, 2000, the Company received $779 million of net proceeds, after
transaction costs, from a private offering of $800 million aggregate principal
amount of its 11% Senior Notes due 2008 ("11% Senior Notes"). Interest on the
notes accrues at 11% per year and is payable semi-annually in arrears on March
15 and September 15 in cash beginning September 15, 2000. The 11% Senior Notes
are senior, unsecured obligations of the Company, ranking pari passu with all
existing and future senior debt. The 11% Senior Notes cannot be prepaid, and
mature on March 15, 2008. The 11% Senior Notes contain certain covenants, which
among other things, limit additional indebtedness, dividend payments, certain
investments and transactions with affiliates.
Debt issue costs of $21 million were capitalized and are being amortized as
interest expense over the term of the 11% Senior Notes.
<PAGE>
LEVEL 3 COMMUNICATIONS, INC. AND SUBSIDIARIES
Notes to Consolidated Condensed Financial Statements
10.75% Senior Euro Notes due 2008
On February 29, 2000, the Company received (Euro)488 million ($478 million when
issued) of net proceeds, after debt issuance costs, from an offering of
(Euro)500 million aggregate principal amount 10.75% Senior Euro Notes due 2008
("10.75% Senior Euro Notes"). Interest on the notes accrues at 10.75% per year
and is payable in Euros semi-annually in arrears on March 15 and September 15
each year in cash beginning on September 15, 2000. The 10.75% Senior Euro Notes
are not redeemable by the Company prior to maturity. Debt issuance costs of
(Euro)12 million ($12 million) were capitalized and are being amortized over the
term of the 10.75% Senior Euro Notes.
The 10.75% Senior Euro Notes are senior, unsecured obligations of the Company,
ranking pari passu with all existing and future senior debt. The 10.75% Senior
Euro Notes contain certain covenants, which among other things, limit additional
indebtedness, dividend payments, certain investments and transactions with
affiliates.
The issuance of the (Euro)500 million Senior Euro Notes has been designated as,
and is effective as, an economic hedge against the investment in certain of the
Company's foreign subsidiaries. Therefore, foreign currency gains and losses
resulting from the translation of the debt have been recorded in other
comprehensive income (loss) to the extent of translation gains or losses on such
investment. The 10.75% Senior Euro Notes were valued, based on current exchange
rates, at $475 million in the Company's financial statements at June 30, 2000.
12.875% Senior Discount Notes due 2010
On February 29, 2000, the Company sold in a private offering $675 million
aggregate principal amount at maturity of its 12.875% Senior Discount Notes due
2010 ("12.875% Senior Discount Notes"). The sale proceeds of $360 million,
excluding debt issuance costs, were recorded as long term debt. Interest on the
12.875% Senior Discount Notes accretes at a rate of 12.875% per year, compounded
semi-annually, to an aggregate principal amount of $675 million by March 15,
2005. Cash interest will not accrue on the 12.875% Senior Discount Notes prior
to March 15, 2005. However, the Company may elect to commence the accrual of
cash interest on all outstanding 12.875% Senior Discount Notes on or after March
15, 2003. In which case, the outstanding principal amount at maturity of each
12.875% Senior Discount Note will on the elected commencement date be reduced to
the accreted value of the 12.875% Senior Discount Note as of that date and cash
interest shall be payable on the 12.875% Senior Discount Notes on March 15 and
September 15 thereafter. Commencing September 15, 2005, interest on the 12.875%
Senior Discount Notes will accrue at the rate of 12.875% per year and will be
payable in cash semi-annually in arrears. Accrued interest expense from the date
of issuance through June 30, 2000 on the 12.875% Senior Discount Notes of $15
million was added to long-term debt.
The 12.875% Senior Discount Notes are subject to redemption at the option of the
Company, in whole or in part, at any time or from time to time on or after March
15, 2005. The Company may redeem the 12.875% Senior Discount Notes at the
redemption prices set forth below, plus accrued and unpaid interest, if any, to
the redemption date. The following prices are for 12.875% Senior Discount Notes
redeemed during the 12-month period commencing on March 15 of the years set
forth below:
Year Redemption Price
2005 106.438%
2006 104.292%
2007 102.146%
2008 and thereafter 100.000%
<PAGE>
LEVEL 3 COMMUNICATIONS, INC. AND SUBSIDIARIES
Notes to Consolidated Condensed Financial Statements
In addition, at any time and from time to time, prior to March 15, 2003, the
Company may redeem up to a maximum of 35% of the aggregate principal amount at
maturity of the 12.875% Senior Discount Notes with the proceeds of one or more
private placements to persons other than affiliates of the Company or
underwritten public offerings of common stock of the Company resulting in gross
proceeds of at least $100 million in the aggregate. The Company may redeem the
12.875% Senior Discount Notes at a redemption price equal to 112.875% of the
accreted value of the notes plus accrued interest, if any, to the redemption
date.
The 12.875% Senior Discount Notes are senior, unsecured obligations of the
Company, ranking pari passu with all existing and future senior debt. The
12.875% Senior Discount Notes contain certain covenants, which among other
things, limit additional indebtedness, dividend payments, certain investments
and transactions with affiliates.
Debt issuance costs of $9 million were capitalized and are being amortized as
interest expense over the term of the 12.875% Senior Discount Notes.
11.25% Senior Euro Notes due 2010
On February 29, 2000, the Company received (Euro)293 million ($285 million when
issued) of net proceeds, after debt issuance costs, from an offering of
(Euro)300 million aggregate principal amount 11.25% Senior Euro Notes due 2010
("11.25% Senior Euro Notes"). Interest on the notes accrues at 11.25% per year
and is payable semi-annually in arrears on March 15 and September 15 each year
in cash beginning September 15, 2000.
The 11.25% Senior Euro Notes are subject to redemption at the option of the
Company, in whole or in part, at any time or from time to time on or after March
15, 2005. The 11.25% Senior Euro Notes may be redeemed at the redemption prices
set forth below, plus accrued and unpaid interest, if any, to the redemption
date. The following prices are for 11.25% Senior Euro Notes redeemed during the
12-month period commencing on March 15 of the years set forth below, and are
expressed as percentages of principal amount.
Year Redemption Price
2005 105.625%
2006 103.750%
2007 101.875%
2008 and thereafter 100.000%
In addition, at any time and from time to time, prior to March 15, 2003, the
Company may redeem up to a maximum of 35% of the original aggregate principal
amount of the 11.25% Senior Euro Notes. The Notes may be redeemed at a
redemption price equal to 111.25% of the principal amount thereof, plus accrued
and unpaid interest thereon, if any, to the redemption date. The redemption must
be made with the proceeds of one or more private placements to persons other
than affiliates of the Company or underwritten public offerings of common stock
of the Company resulting in gross proceeds of at least $100 million in the
aggregate.
Debt issuance costs of (Euro)7 million ($7 million) were capitalized and are
being amortized over the term of the 11.25% Senior Euro Notes. The 11.25% Senior
Euro Notes are senior, unsecured obligations of the Company, ranking pari passu
with all existing and future senior debt. The 11.25% Senior Euro Notes contain
certain covenants, which among other things, limit additional indebtedness,
dividend payments, certain investments and transactions with affiliates.
<PAGE>
LEVEL 3 COMMUNICATIONS, INC. AND SUBSIDIARIES
Notes to Consolidated Condensed Financial Statements
The issuance of the (Euro)300 million Senior Euro Notes has been designated as,
and is effective as, an economic hedge against the investment in certain of the
Company's foreign subsidiaries. Therefore, foreign currency gains and losses
resulting from the translation of the debt have been recorded in other
comprehensive income (loss) to the extent of translation gains or losses on such
net investment. The 11.25% Senior Euro Notes were valued, based on current
exchange rates, at $285 million in the Company's financial statements at June
30, 2000.
11.25% Senior Notes due 2010
On February 29, 2000, the Company received $243 million of net proceeds, after
transaction costs, from a private offering of $250 million aggregate principal
amount of its 11.25% Senior Notes due 2010 ("11.25% Senior Notes"). Interest on
the notes accrues at 11.25% per year and is payable semi-annually in arrears on
March 15 and September 15 in cash beginning September 15, 2000.
The 11.25% Senior Notes are subject to redemption at the option of the Company,
in whole or in part, at any time or from time to time on or after March 15,
2005. The Company may redeem the 11.25% Senior Notes at the redemption prices
set forth below, plus accrued and unpaid interest, if any, to the redemption
date. The following prices are for 11.25% Senior Notes redeemed during the
12-month period commencing on March 15 of the years set forth below:
Year Redemption Price
2005 105.625%
2006 103.750%
2007 101.875%
2008 and thereafter 100.000%
In addition, at any time and from time to time, prior to March 15, 2003, the
Company may redeem up to a maximum of 35% of the original aggregate principal
amount of the 11.25% Senior Notes. The redemption must be made with the proceeds
of one or more private placements to persons other than affiliates of the
Company or underwritten public offerings of common stock of the Company
resulting in gross proceeds of at least $100 million in the aggregate. The
Company may redeem the 11.25% Senior Notes at a redemption price equal to
111.25% of the principal amount of the notes plus accrued interest, if any, to
the redemption date.
The 11.25% Senior Notes are senior, unsecured obligations of the Company,
ranking pari passu with all existing and future senior debt. The 11.25% Senior
Notes contain certain covenants, which among other things, limit additional
indebtedness, dividend payments, certain investments and transactions with
affiliates.
Debt issuance costs of $7 million were capitalized and are being amortized as
interest expense over the term of the 11.25% Senior Notes.
Commercial Mortgage due 2003
On June 9, 2000, the Company entered into a $120 million floating-rate loan
("Commercial Mortgage due 2003") providing secured, non-recourse debt to finance
its world headquarters. The Company received $119 million of net proceeds after
transaction costs. $13 million of the net proceeds are being held by the lender
as a reserve deposit and $5 million are being separately held by the Company as
restricted cash.
<PAGE>
LEVEL 3 COMMUNICATIONS, INC. AND SUBSIDIARIES
Notes to Consolidated Condensed Financial Statements
The initial term of the Commercial Mortgage is 36 months with (2) one year no
cost extension options. Interest varies monthly with the 30-day London Interbank
Offered Rate for U.S. Dollar Deposits as follows:
The Index plus:
(1) 240 basis points during the Initial Term;
(2) 250 basis points during the First Extension Option; and
(3) 260 basis points during the Second Extension Option.
At June 30, 2000 the interest rate was 9.03%.
The Commercial Mortgage may not be prepaid during the first twenty-four months.
Thereafter, the Commercial Mortgage may be prepaid at par in whole or in part in
multiplies of $100,000. Interest only is due during the initial three-year term
with principal payable, using 30 year amortization period, during the extension
periods with a balloon payment at maturity.
Debt issuance costs of $1 million were capitalized and are being amortized as
interest expense over the term of the Commercial Mortgage.
6% Convertible Subordinated Notes due 2010
On February 29, 2000, the Company received $836 million of net proceeds, after
transaction costs, from a public offering of $863 million aggregate principal
amount of its 6% Convertible Subordinated Notes due 2010 ("Subordinated Notes").
The Subordinated Notes are unsecured and subordinated to all existing and future
senior indebtedness of the Company. Interest on the Subordinated Notes accrues
at 6% per year and is payable semi-annually in cash on March 15 and September 15
beginning September 15, 2000. The principal amount of the Subordinated Notes
will be due on March 15, 2010.
The Subordinated Notes may be converted into shares of common stock of the
Company at any time prior to the close of business on the business day
immediately preceding maturity, unless previously redeemed, repurchased or the
Company has caused the conversion rights to expire. The conversion rate is 7.416
shares per each $1,000 principal amount of Subordinated Notes, subject to
adjustment in certain events.
Prior to March 18, 2003 Level 3, at its option, may redeem the notes, in whole
or in part, at the redemption prices specified below plus accrued interest.
Level 3 may exercise this option if the current market price of Level 3's common
stock equals or exceeds triggering levels specified below for at least 20
trading days within any period of 30 consecutive trading days, including the
last trading day of the period.
Redemption
Period Trigger Percentage Price
February 29, 2000 through March 14, 2001 170% ($229.23) 106.0%
March 15, 2001 through March 14, 2002 160% ($215.74) 105.4%
March 15, 2002 through March 17, 2003 150% ($202.26) 104.8%
On or after March 18, 2003, Level 3, at its option, may cause the conversion
rights to expire. Level 3 may exercise this option only if the current market
price exceeds approximately $188.78 (which represents 140% of the conversion
price) for at least 20 trading days within any period of 30 consecutive trading
days, including the last trading day of that period. At June 30, 2000, no debt
had been converted into shares of common stock.
Debt issue costs of $27 million were capitalized and are being amortized as
interest expense over the term of the Subordinated Notes.
<PAGE>
LEVEL 3 COMMUNICATIONS, INC. AND SUBSIDIARIES
Notes to Consolidated Condensed Financial Statements
Level 3 currently is using the proceeds from the debt issuances for working
capital, capital expenditures and other general corporate purposes in connection
with the implementation of its business plan, including the acquisition of
telecommunications assets.
The Company capitalized $90 million and $157 million of interest expense and
amortized debt issuance costs related to network construction and business
systems development projects for the three and six months ended June 30, 2000
and $20 million and $31 million for the three and six months ended June 30,
1999.
7. Employee Benefit Plans
The Company adopted the recognition provisions of SFAS No. 123, "Accounting for
Stock Based Compensation" ("SFAS No. 123") in 1998. Under SFAS No. 123, the fair
value of an option (as computed in accordance with accepted option valuation
models) on the date of grant is amortized over the vesting periods of the
options in accordance with FASB Interpretation No. 28 "Accounting For Stock
Appreciation Rights and Other Variable Stock Option or Award Plans" ("FIN 28").
The recognition provisions of SFAS No. 123 are applied prospectively upon
adoption. As a result, the recognition provisions are applied to all stock
awards granted in the year of adoption and are not applied to awards granted in
previous years unless those awards are modified or settled in cash after
adoption of the recognition provisions. Although the recognition of the value of
the instruments results in compensation or professional expenses in an entity's
financial statements, the expense differs from other compensation and
professional expenses in that these charges may not be settled in cash, but
rather, generally, are settled through issuance of common stock.
As the Company continues to implement the Business Plan, add additional
employees and implement compensation arrangements to attract and retain
additional employees, non-cash compensation expenses are expected to continue to
increase significantly. The amount of the non-cash charges will be dependent
upon a number of factors, including the number of grants and the fair value of
each grant estimated at the time of its award.
The Company recognized a total of $49 million and $97 million of non-cash
compensation for the three and six months ended June 30, 2000, respectively. In
addition, the Company capitalized $2 million and $5 million of non-cash
compensation for those employees directly involved in the construction of the
network or development of the business support systems for the three and six
months ended June 30, 2000, respectively.
The Company recognized a total of $29 million and $47 million of non-cash
compensation for the three and six months ended June 30, 1999, respectively. In
addition, the Company capitalized $2 million and $4 million of non-cash
compensation for those employees directly involved in the construction of the
network or development of the business support systems for the three and six
months ended June 30, 1999.
Non-Qualified Stock Options and Warrants
The Company did not grant any nonqualified stock options ("NQSO") or warrants to
employees during the six months ended June 30, 2000. The expense recognized for
the three and six months ended June 30, 2000 for NQSOs and warrants outstanding
at June 30, 2000 in accordance with SFAS No. 123 was $1 and $2 million,
respectively. In addition to the expense recognized, the Company capitalized
less than $1 million of non-cash compensation costs for the three and six months
end June 30, 2000 related to NQSOs and warrants for employees directly involved
in the construction of the network and the development of the business support
systems. As of June 30, 2000, the Company had not reflected $3 million of
unamortized compensation expense in its financial statements for NQSOs and
warrants granted from 1998 to 1999.
<PAGE>
LEVEL 3 COMMUNICATIONS, INC. AND SUBSIDIARIES
Notes to Consolidated Condensed Financial Statements
The Company recognized $2 million and $4 million of expense for the three and
six months ended June 30, 1999 for NQSOs and warrants granted in 1998 and 1999.
In addition to the expense recognized, the Company capitalized less than $1
million and $1 million of non-cash compensation costs for the three and six
months ended June 30, 1999.
Outperform Stock Option Plan
In April 1998, the Company adopted an outperform stock option ("OSO") program
that was designed so that the Company's stockholders would receive a market
return on their investment before OSO holders receive any return on their
options. The Company believes that the OSO program aligns directly employee's
and stockholders' interests by basing stock option value on the Company's
ability to outperform the market in general, as measured by the Standard &
Poor's ("S&P") 500 Index. Participants in the OSO program do not realize any
value from awards unless the Common Stock price outperforms the S&P 500 index.
When the stock price gain is greater than the corresponding gain on the S&P 500
Index, the value received for awards under the OSO plan is based on a formula
involving a multiplier related to the level by which the Common Stock
outperforms the S&P 500 Index. To the extent that the Common Stock outperforms
the S&P 500, the value of OSOs to a holder may exceed the value of non-qualified
stock options.
OSO grants are made quarterly to participants employed on the date of the grant.
Each award vests in equal quarterly installments over two years and has a
four-year life. Each award has a two-year moratorium on exercise from the date
of grant. As a result, once a participant is 100% vested in the grant, the
two-year moratorium expires. Therefore, each grant has an exercise window of two
years.
The fair value recognized under SFAS No. 123 for the approximately 1,242,000
OSOs granted to employees for services performed for the six months ended June
30, 2000 was approximately $110 million. The Company recognized $44 million and
$87 million of compensation expense for the three and six months ended June 30,
2000 for OSOs granted from 1998 to 2000. In addition to the expense recognized,
$2 million and $4 million of non-cash compensation was capitalized for the three
and six months ended June 30, 2000 for employees directly involved in the
construction of the network and development of business support systems. As of
June 30, 2000, the Company had not reflected $123 million of unamortized
compensation expense in its financial statements for OSOs granted from 1998 to
2000. The Company recognized $25 million and $39 million of expense for the
three and six months ended June 30, 1999 for OSOs outstanding at June 30, 1999.
In addition to the expense recognized the Company capitalized $2 million and $3
million of non-cash compensation for the three and six months ended June 30,
1999.
Shareworks and Restricted Stock
The Company recorded $4 million and $8 million of non-cash compensation expense
for the three and six months ended June 30, 2000 related to the Shareworks and
restricted stock programs. In addition to the expense recognized, less than $1
million and $1 million of non-cash compensation was capitalized for the three
and six months ended June 30, 2000, respectively for employees directly involved
in the construction of the network and development of business support systems.
The non-cash compensation expense for the Shareworks and restricted stock
programs was $2 million and $4 million for the three and six months ended June
30, 1999.
<PAGE>
LEVEL 3 COMMUNICATIONS, INC. AND SUBSIDIARIES
Notes to Consolidated Condensed Financial Statements
Foreign subsidiaries of the Company adopted Shareworks programs in 2000. These
programs primarily include a grant plan and a stock purchase plan whereby
employees may purchase Level 3 Common Stock at 80% of the of the share price at
the beginning of the plan.
As of June 30, 2000, the Company had not reflected unamortized compensation
expense of $17 million for Shareworks and restricted stock granted from 1998 to
2000 in its financial statements.
8. Stockholders' Equity
On February 29, 2000, the Company raised $2.4 billion, after underwriting
discounts and offering expenses, from the offering of 23 million shares of its
common stock through an underwritten public offering. In March 1999 the Company
raised $1.5 billion, after underwriting discounts and offering expenses, from
the offering of 28.75 million shares of its common stock through an underwritten
public offering. The net proceeds from both offerings will be used for working
capital, capital expenditures, acquisitions and other general corporate purposes
in connection with the implementation of the Company's Business Plan.
9. Industry and Segment Data
In 1998, the Company adopted SFAS No. 131 "Disclosures about Segments of an
Enterprise and Related Information". SFAS No. 131 establishes standards for
reporting information about operating segments in annual financial statements
and requires selected information about operating segments in interim financial
reports issued to stockholders. Operating segments are components of any
enterprise for which separate financial information is available and which is
evaluated regularly by the Company's chief operating decision maker, or decision
making group, in deciding how to allocate resources and assess performance.
Operating segments are managed separately and represent strategic business units
that offer different products and serve different markets.
The Company's reportable segments include: communications and information
services (including communications, outsourcing and applications segments), and
coal mining. Other primarily includes California Private Transportation Company
L.P. ("CPTC"), a privately owned tollroad in southern California, equity
investments and other corporate assets and overhead not attributable to a
specific segment.
EBITDA, as defined by the Company, consists of earnings (loss) before interest,
income taxes, depreciation, amortization, non-cash operating expenses (including
stock-based compensation and in-process research and development charges) and
other non-operating income or expense. The Company excludes non-cash
compensation due to its adoption of the expense recognition provisions of SFAS
No. 123. EBITDA is commonly used in the communications industry to analyze
companies on the basis of operating performance. EBITDA is not intended to
represent cash flow for the periods and is not GAAP.
The information presented in the tables below includes information for the three
and six months ended June 30, 2000 and 1999 for all income statement and cash
flow information presented, and as of June 30, 2000 and December 31, 1999 for
all balance sheet information presented. Revenue and the related expenses are
attributed to foreign countries based on where services are provided.
<PAGE>
LEVEL 3 COMMUNICATIONS, INC. AND SUBSIDIARIES
Notes to Consolidated Condensed Financial Statements
<TABLE>
<CAPTION>
Communications & Information Services Coal
(in millions) Communications Outsourcing Applications Mining Other Total
---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Three Months Ended June 30, 2000
Revenue:
North America $ 138 $ 15 $ 9 $ 48 $ 5 $ 215
Europe 15 - 4 - - 19
Other - - - - - -
--------- -------- -------- ------- ------ -------
Total $ 153 $ 15 $ 13 $ 48 $ 5 $ 234
========= ======== ======== ======= ====== =======
EBITDA:
North America $ (100) $ - $ 1 $ 21 $ (3) $ (81)
Europe (32) - 1 - - (31)
Other (8) - - - - (8)
--------- -------- --------- ------- ------ -------
Total $ (140) $ - $ 2 $ 21 $ (3) $ (120)
========= ======== ======== ======= ====== =======
Capital Expenditures:
North America $ 1,226 $ 1 $ 1 $ 4 $ - $ 1,232
Europe 392 - - - - 392
Other 128 - - - - 128
--------- -------- -------- ------- ------ -------
Total $ 1,746 $ 1 $ 1 $ 4 $ - $ 1,752
========= ======== ======== ======= ====== =======
Depreciation and Amortization:
North America $ 113 $ 3 $ - $ 2 $ - $ 118
Europe 19 - 1 - - 20
Other 1 - - - - 1
--------- -------- -------- ------- ------ -------
Total $ 133 $ 3 $ 1 $ 2 $ - $ 139
========= ======== ======== ======= ====== =======
Six Months Ended June 30, 2000
Revenue:
North America $ 222 $ 29 $ 19 $ 96 $ 11 $ 377
Europe 28 - 6 - - 34
Other - - - - - -
--------- -------- ------- ------- ------ -------
Total $ 250 $ 29 $ 25 $ 96 $ 11 $ 411
========= ======== ======= ======= ====== =======
EBITDA:
North America $ (220) $ (1) $ 3 $ 43 $ (1) $ (176)
Europe (64) - 2 - - (62)
Other (23) - - - - (23)
--------- -------- ------- ------- ------ -------
Total $ (307) $ (1) $ 5 $ 43 $ (1) $ (261)
========= ======== ======= ======= ====== =======
Capital Expenditures:
North America $ 2,195 $ 2 $ 1 $ 4 $ - $ 2,202
Europe 681 - - - - 681
Other 155 - - - - 155
--------- -------- ------- ------- ------ -------
Total $ 3,031 $ 2 $ 1 $ 4 $ - $ 3,038
========= ======== ======= ======= ====== =======
Depreciation and Amortization:
North America $ 184 $ 5 $ 1 $ 3 $ 2 $ 195
Europe 30 - 1 - 31
Other 1 - - - - 1
--------- -------- ------- ------- ------ -------
Total $ 215 $ 5 $ 2 $ 3 $ 2 $ 227
========= ======== ======= ======= ====== =======
</TABLE>
<PAGE>
LEVEL 3 COMMUNICATIONS, INC. AND SUBSIDIARIES
Notes to Consolidated Condensed Financial Statements
<TABLE>
<CAPTION>
Communications & Information Services Coal
(in millions) Communications Outsourcing Applications Mining Other Total
----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Three Months Ended June 30, 1999
Revenue:
North America $ 16 $ 18 $ 13 $ 47 $ 6 $ 100
Europe 2 - 4 - - 6
Other - - - - - -
--------- --------- --------- --------- ---------- --------
Total $ 18 $ 18 $ 17 $ 47 $ 6 $ 106
========= ========= ========= ========= ========== ========
EBITDA:
North America $ (106) $ 3 $ - $ 19 $ (1) $ (85)
Europe (17) - - - - (17)
Other (1) - - - - (1)
--------- --------- --------- --------- ---------- --------
Total $ (124) $ 3 $ - $ 19 $ (1) $ (103)
========= ========= ========= ========= ========== ========
Capital Expenditures:
North America $ 588 $ 2 $ 1 $ - $ - $ 591
Europe 159 - - - - 159
Other 58 - - - - 58
--------- --------- --------- --------- ---------- --------
Total $ 805 $ 2 $ 1 $ - $ - $ 808
========= ========= ========= ========= ========== ========
Depreciation and Amortization:
North America $ 40 $ 2 $ 2 $ 1 $ 2 $ 47
Europe 4 - - - - 4
Other - - - - - -
--------- --------- --------- --------- ---------- --------
Total $ 44 $ 2 $ 2 $ 1 $ 2 $ 51
========= ========= ========= ========= ========== ========
Six Months Ended June 30, 1999
Revenue:
North America $ 29 $ 34 $ 27 $ 98 $ 11 $ 199
Europe 4 - 5 - - 9
Other - - - - - -
--------- --------- --------- --------- ---------- --------
Total $ 33 $ 34 $ 32 $ 98 $ 11 $ 208
========= ========= ========= ========= ========== ========
EBITDA:
North America $ (188) $ 7 $ (3) $ 39 $ 2 $ (143)
Europe (26) - - - - (26)
Other (1) - - - - (1)
--------- --------- --------- --------- ---------- ---------
Total $ (215) $ 7 $ (3) $ 39 $ 2 $ (170)
========= ========= ========= ========= ========== ========
Capital Expenditures:
North America $ 917 $ 5 $ 1 $ - $ - $ 923
Europe 219 - - - - 219
Other 73 - - - - 73
--------- --------- --------- --------- ---------- --------
Total $ 1,209 $ 5 $ 1 $ - $ - $ 1,215
========= ========= ========== ========= ========== ========
Depreciation and Amortization:
North America $ 71 $ 4 $ 3 $ 2 $ 6 $ 86
Europe 6 - - - - 6
Other - - - - - -
--------- --------- ---------- --------- ---------- --------
Total $ 77 $ 4 $ 3 $ 2 $ 6 $ 92
========= ========= ========== ========= ========== ========
</TABLE>
<PAGE>
LEVEL 3 COMMUNICATIONS, INC. AND SUBSIDIARIES
Notes to Consolidated Condensed Financial Statements
<TABLE>
<CAPTION>
Communications & Information Services Coal
(in millions) Communications Outsourcing Applications Mining Other Total
----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Identifiable Assets
June 30, 2000
North America $ 6,715 $ 53 $ 15 $ 323 $ 5,761 $ 12,867
Europe 1,306 - 8 - - 1,314
Other 510 - - - - 510
--------- --------- --------- -------- ------- --------
Total $ 8,531 $ 53 $ 23 $ 323 $ 5,761 $ 14,691
========= ========= ========= ======== ======= ========
December 31, 1999
North America $ 4,256 $ 54 $ 18 $ 345 $ 3,178 $ 7,851
Europe 706 - 7 - - 713
Other 340 - - - - 340
--------- --------- --------- -------- ------- --------
Total $ 5,302 $ 54 $ 25 $ 345 $ 3,178 $ 8,904
========= ========= ========= ======== ======= ========
</TABLE>
The following information provides a reconciliation of EBITDA to loss from
operations for the three and six months ended June 30, 2000 and 1999:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
---------------------- ---------------------
(in millions) 2000 1999 2000 1999
-----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
EBITDA $ (120) $ (103) $ (261) $ (170)
Depreciation and Amortization Expense (139) (51) (227) (92)
Non-Cash Compensation Expense (49) (29) (97) (47)
----------- ---------- -------- ---------
Loss from Operations (308) (183) (585) (309)
Other Income 16 116 13 90
Income Tax Benefit 11 23 20 70
----------- ----------- --------- ----------
Net Loss $ (281) $ (44) $ (552) $ (149)
========== ========= ======== =======
</TABLE>
10. Related Party Transactions
Peter Kiewit Sons', Inc. ("Kiewit") acted as the general contractor on several
significant projects for the Company in 2000 and 1999. These projects include
the intercity network, local loops and gateway sites, the Company's new
corporate headquarters in Colorado and a new data center in Tempe, Arizona.
Kiewit provided approximately $972 million and $490 million of construction
services related to these projects in the first six months of 2000 and 1999,
respectively.
<PAGE>
LEVEL 3 COMMUNICATIONS, INC. AND SUBSIDIARIES
Notes to Consolidated Condensed Financial Statements
Level 3 also receives certain mine management services from Kiewit. The expense
for these services was $8 million and $16 million for the three and six months
ended June 30, 2000, respectively, and is recorded in selling, general and
administrative expenses. The expense for these services was $7 and $14 million
for the three and six months ended June 30, 1999, respectively.
11. Other Matters
In August 1999 the Company was named as a defendant in Schweizer vs. Level 3
Communications, Inc. et.al., a purported national class action, filed in the
District Court, County of Boulder, State of Colorado which involves the
Company's right to install its fiber optic cable network in easements and
right-of-ways crossing the plaintiff's land. In general, the Company obtained
the rights to construct its network from railroads, utilities, and others, and
is installing its network along the rights-of-way so granted. Plaintiffs in the
purported class action assert that they are the owners of the lands over which
the Company's fiber optic cable network passes, and that the railroads,
utilities and others who granted the Company the right to construct and maintain
its network did not have the legal ability to do so. The action purports to be
on behalf of a national class of landowners of land, over which the Company's
network passes or will pass. The complaint seeks damages on theories of
trespass, unjust enrichment and slander of title and property, as well as
punitive damages. Although the Company is not aware of any additional similar
claims, the Company may in the future receive claims and demands related to the
rights of way issues similar to the issues in the Schweizer litigation that may
be based on similar or different legal theories. Although it is too early for
the Company to reach a conclusion as to the ultimate outcome of this litigation,
management believes the Company has substantial defenses to the claims asserted
in the Schweizer action (and any similar claims which may be named in the
future), and intends to defend them vigorously.
Level 3 filed with the Securities and Exchange Commission a "universal" shelf
registration statement covering up to $3.5 billion of common stock, preferred
stock, debt securities and depository shares that became effective February 17,
1999. On March 9, 1999 the Company received approximately $1.5 billion from the
sale of 28.75 million shares of Common Stock and on September 14, 1999 the
Company sold $823 million aggregate principal amount of its 6% Convertible
Subordinated Notes due 2009 under the "universal" shelf registration statement.
On December 10, 1999 Level 3 filed with the SEC a second "universal" shelf
registration covering up to $2.375 billion of common stock, preferred stock,
debt securities and depository shares. On February 29, 2000 the Company received
approximately $2.5 billion of gross proceeds from the sale of 23 million shares
of common stock and the Company sold $863 million aggregate principal amount of
6% Convertible Subordinated Notes due 2010 under the "universal" shelf
registration statement. Combined with the remaining availability under the
initial universal shelf registration statement, Level 3 may offer an aggregate
of up to approximately $190 million of additional securities.
On February 17, 2000, Level 3 announced a co-build agreement whereby Global
Crossing will participate in the construction of and obtain a 50% ownership
interest in the previously announced Level 3 transatlantic fiber optic cable now
being installed. Level 3 also announced that it will acquire capacity on Global
Crossing's transatlantic cable Atlantic Crossing 1. Under the co-build
agreement, Level 3 and Global Crossing will each separately own and operate two
of the four fiber pairs on this transatlantic cable.
On April 12, 2000, Level 3 signed an agreement with Viatel whereby Viatel agreed
to purchase an ownership interest, valued at over $150 million, in one fiber
pair on the transatlantic fiber optic cable system now being installed by Level
3. As a result of this agreement, both companies will own and operate one fiber
pair on the transatlantic cable. The Company expects to recognize revenue from
this transaction in September 2000, once the cable connecting Europe and the
United States is operational.
<PAGE>
LEVEL 3 COMMUNICATIONS, INC. AND SUBSIDIARIES
Management's Discussion and Analysis
of Financial Condition and Results of Operations
The following discussion should be read in conjunction with the Company's
consolidated condensed financial statements (including the notes thereto),
included elsewhere herein.
This document contains forward looking statements and information that are based
on the beliefs of management as well as assumptions made by and information
currently available to the Company. When used in this document, the words
"anticipate", "believe", "plans", "estimate" and "expect" and similar
expressions, as they relate to the Company or its management, are intended to
identify forward-looking statements. Such statements reflect the current views
of the Company with respect to future events and are subject to certain risks,
uncertainties and assumptions. Should one or more of these risks or
uncertainties materialize, or should underlying assumptions prove incorrect,
actual results may vary materially from those described in this document. For a
more detailed description of these risks and factors, please see the Company's
additional filings with the Securities and Exchange Commission.
Recent Developments
Northern Asia Undersea Cable System
On January 24, 2000, Level 3 announced its intention to develop and construct a
Northern Asia undersea cable system initially connecting Hong Kong and Tokyo.
This connection is expected to be in service by the end of the second quarter of
2001. The Hong Kong-Tokyo cable is intended to be the first stage of the
Company's construction of an undersea network in the region. The Company plans
to share construction and operating expenses of the system with one or more
industry partners.
Expansion of Business Plan
On January 24, 2000, Level 3 announced the expansion of its Business Plan to
increase the amount of gateway and technical space it intends to secure to
approximately 6.5 million square feet. In addition, the expansion includes plans
to build-out seven additional local markets in Europe and Asia, the third ring
of the European intercity network, and the expansion of existing local
facilities. At the end of the second quarter, Level 3 had operational Gateways
in 38 U.S. markets and five European markets.
Global Crossing Co-Build Agreement
On February 17, 2000, Level 3 announced a co-build agreement whereby Global
Crossing will participate in the construction of and obtain a 50% ownership
interest in the previously announced Level 3 transatlantic fiber optic cable now
being installed. Under the co-build agreement, Level 3 and Global Crossing will
each separately own and operate two of the four fiber pairs on this
transatlantic cable. Level 3 also announced that it will acquire additional
capacity on Global Crossing's transatlantic cable Atlantic Crossing 1.
Common Stock Offering
On February 29, 2000, the Company closed the sale of 23 million shares of its
common stock through an under-written public offering. The net proceeds from the
offering of approximately $2.4 billion, after underwriting discounts and
offering expenses, are being used for working capital, capital expenditures,
acquisitions and other general corporate purposes in connection with the
implementation of the Business Plan.
<PAGE>
LEVEL 3 COMMUNICATIONS, INC. AND SUBSIDIARIES
Management's Discussion and Analysis of
Financial Condition and Results of Operations
Debt Offerings
On February 29, 2000, the Company issued in private and public offerings
convertible subordinated notes, senior notes and senior discount notes which
generated aggregate gross proceeds of approximately $2.3 billion. The net
proceeds from the offerings of approximately $2.2 billion, after discounts and
offering expenses, are being used for working capital, capital expenditures,
acquisitions and other general corporate purposes in connection with the
implementation of the Business Plan. The debt offerings consisted of the
following:
o $863 million aggregate principal amount of its 6% Convertible Subordinated
Notes due 2010
o $800 million aggregate principal amount of its 11% Senior Notes due 2008
o $250 million aggregate principal amount of its 11.25% Senior Notes due 2010
o $675 million aggregate principal amount at maturity of its 12.875% Senior
Discount Notes due 2010
Euro Denominated Debt Offerings
On February 29, 2000, the Company issued in private offerings Euro denominated
senior notes which generated aggregate gross proceeds of approximately (Euro)800
million ($780 million at issuance). The net proceeds from the offerings of
approximately (Euro)780 million ($761 million at issuance), after underwriting
discounts and offering expenses, are being used for working capital, capital
expenditures, acquisitions and other general corporate purposes of the Company's
European subsidiaries. The debt offerings consisted of the following:
o (Euro)500 million aggregate principal amount of its 10.75% Senior Euro
Notes due 2008
o (Euro)300 million aggregate principal amount of its 11.25% Senior Euro
Notes due 2010
The Company registered the Euro denominated securities with the Luxembourg Stock
Exchange in the second quarter of 2000.
Viatel Agreement
On April 12, 2000, Level 3 signed an agreement with Viatel whereby Viatel agreed
to purchase an ownership interest, valued at over $150 million, in one fiber
pair on the transatlantic fiber optic cable system now being installed by Level
3. As a result of this agreement, both companies will own and operate one fiber
pair on the transatlantic cable. The Company expects to recognize revenue from
this transaction in September 2000, once the cable connecting Europe and the
United States is operational.
Recent Accounting Developments
In December 1999, the SEC staff released Staff Accounting Bulletin No. 101,
"Revenue Recognition in Financial Statements" ("SAB 101"). SAB 101 provides
interpretive guidance on the recognition, presentation and disclosures of
revenue in the financial statements effective for all transactions on or after
January 1, 2000. The Company does not believe that the adoption of SAB 101 in
the fourth quarter of 2000 will have a material affect on the Company's
financial results.
<PAGE>
LEVEL 3 COMMUNICATIONS, INC. AND SUBSIDIARIES
Management's Discussion and Analysis of
Financial Condition and Results of Operations
Effective July 1, 1999, the Financial Accounting Standards Board ("FASB") issued
Interpretation No. 43, "Real Estate Sales, an Interpretation of FASB Statement
No. 66." Certain sale and long-term right-to-use agreements of dark fiber and
capacity entered into after June 30, 1999 are required to be accounted for in
the same manner as sales of real estate with property improvements or integral
equipment. Failure to satisfy the requirements of the FASB Interpretation will
result in the deferral of revenue recognition for these contracts. The adoption
of this FASB Interpretation does not have a current effect on the Company's cash
flows.
Accounting practice and guidance with respect to the accounting treatment of the
above transactions is evolving. Any changes in the accounting treatment could
affect the way the Company accounts for revenue and expenses associated with
these agreements in the future.
Results of Operations 2000 vs. 1999
Second Quarter 2000 vs. Second Quarter 1999
Revenue for the quarters ended June 30, is summarized as follows (in millions):
2000 1999
---- ----
Communications and Information Services $ 181 $ 53
Coal Mining 48 47
Other 5 6
--------- --------
$ 234 $ 106
======= ======
Communications and information services revenue for the three months ended June
30, 2000 increased 242% compared to the same period in 1999. This increase was
due to growth in the communications business; communications revenue increased
by $135 million, or 750 percent from the same quarter last year. Revenue from
communications services only, excluding dark fiber sales and reciprocal
compensation, was $104 million. Included in total communications revenue was $35
million of non-recurring revenue from U.S. dark fiber contracts entered into
before June 30, 1999. Also included in total communications revenue for the
quarter was $14 million attributable to reciprocal compensation.
Information services revenue, which is comprised of applications and outsourcing
businesses decreased from $35 million in 1999 to $28 million in 2000. This $7
million decrease, 20 percent, is due in part to a decrease in outsourcing
revenue from $18 million in 1999 to $15 million in 2000. Outsourcing revenue
decreased due to the expiration of contracts and certain current clients
negotiating new contracts and extending the contract life at lower rates.
Outsourcing revenue was also affected by the completion in 1999 of Year 2000
computer processing work. Applications revenue decreased from $17 million in
1999 to $13 million in 2000 largely due to Year 2000 computer consulting work
that was completed in 1999.
Coal mining revenue increased $1 million in the second quarter of 2000 compared
to the same period in 1999. The increase in revenue is primarily attributable to
the timing of shipments taken by certain customers. These customers are
obligated to purchase annually, minimum amounts of coal: however it is the
customer's option as to when the coal will be purchased. Full year 2000 coal
revenue is expected to be approximately 10 percent less than full year 1999 coal
revenue due to reduced shipments under long-term coal contracts in 2000. The
Company expects to experience a significant decline in coal revenue and earnings
beginning in 2001 as long-term contracts begin to expire.
Other revenue was similar to 1999 and is primarily attributable to California
Private Transportation Company, L.P. ("CPTC") the owner-operator of the SR91
tollroad in southern California.
<PAGE>
LEVEL 3 COMMUNICATIONS, INC. AND SUBSIDIARIES
Management's Discussion and Analysis of
Financial Condition and Results of Operations
Cost of Revenue for the second quarter 2000 was $154 million, representing a 90
percent increase over second quarter 1999 cost of revenue of $81 million as a
result of the expanding communications business. The cost of revenue for the
information services businesses, as a percentage of its revenue, was 75 percent
for the second quarter 2000 compared to 63 percent for the same period in 1999.
The renegotiated outsourcing contracts are primarily responsible for the decline
in information services margins. The cost of revenue for the coal mining
business, as a percentage of revenue, was 38% for the second quarter of 2000
down from 47% for the same period in 1999. In December 1999 Commonwealth Edison
Company ("Commonwealth") and the Company renegotiated certain coal contracts
whereby Commonwealth is no longer required to take delivery of its coal
commitments but still must pay Level 3 the margins Level 3 would have earned had
the coal been delivered. Thus, cost of revenue for the coal mining business, as
a percentage of revenue, decreased in 2000 compared to 1999.
Depreciation and Amortization expenses for the quarter were $139 million, a 172
percent increase from the second quarter 1999 deprecation and amortization
expenses of $51 million. This increase is a direct result of the Communications
assets placed in service in the later half of 1999 and the first half of 2000,
including Gateways, local networks and intercity segments.
Selling, General and Administrative expenses were $249 million in 2000, a 59
percent increase over second quarter 1999. This increase primarily results from
the Company's addition of over 1,800 employees since the end of second quarter
1999. The Company added over 700 employees to the communications business during
the quarter ending June 30, 2000, bringing the total number of Level 3 employees
to approximately 5,000. Compensation, travel and facilities costs increased
substantially due to the additional employees. The Company also recorded $49
million in non-cash compensation for the second quarter of 2000 for expenses
recognized under SFAS No. 123 related to grants of stock options and warrants;
$29 million of non-cash compensation was recorded for the same period in 1999.
The increase in non-cash compensation is due predominantly to an increase in the
number of employees. Communication expenses and insurance costs also contributed
to the higher selling, general and administrative expenses. As the Company
continues to implement the Business Plan, add additional employees and implement
compensation arrangements to attract and retain additional employees, selling,
general and administrative costs are expected to continue to increase
significantly.
EBITDA, as defined by the Company, consists of earnings (losses) before
interest, income taxes, depreciation, amortization, non-cash operating expenses
(including stock-based compensation and in-process research and development
charges) and other non-operating income or expenses. The Company excludes
non-cash compensation due to its adoption of the expense recognition provisions
of SFAS No. 123. EBITDA decreased to a loss of ($120) million in the second
quarter of 2000 from ($103) million for the same period in 1999. This decrease
was predominantly due to the increase in selling, general and administrative
expenses resulting from the rapid expansion of the communications business.
EBITDA is commonly used in the communications industry to analyze companies on
the basis of operating performance. EBITDA is not intended to represent cash
flow for the periods indicated. See Consolidated Condensed Statement of Cash
Flows.
Interest Income increased 82 percent in 2000 to $104 million from $57 million in
1999 predominantly due to the Company's increased average cash, cash equivalents
and marketable securities balances. The Company's average cash balance increased
as a result of the $5.4 billion in net proceeds received from debt and equity
offerings completed in February 2000 and $1.3 billion of proceeds from the
Convertible Subordinated Notes and Senior Secured Credit Facility borrowings in
September 1999. The increase in interest income is also due to increasing yields
on the Company's investments due to increased market rates. Pending utilization
of the cash, cash equivalents and marketable securities, the Company invests the
funds primarily in government and government agency securities. The investment
strategy will provide lower yields on the funds, but is expected to reduce the
risk to principal in the short term prior to using the funds in implementing the
Business Plan.
<PAGE>
LEVEL 3 COMMUNICATIONS, INC. AND SUBSIDIARIES
Management's Discussion and Analysis of
Financial Condition and Results of Operations
Interest Expense, net increased by $36 million to $81 million during the second
quarter of 2000. Interest expense increased substantially due to the 6%
Convertible Subordinated Notes issued in September 1999 as well as the Senior
Secured Credit Facility entered into in September 1999. Second quarter 2000 also
includes interest expense for the debt offerings completed in February 2000. The
Company issued approximately $3 billion in debt securities on February 29, 2000
at rates ranging from 6.0 percent to 12.875 percent. The amortization of the
related debt issuance costs also contributed to the increased interest expense
in 2000. Partially offsetting this increase was an increase in capitalized
interest from $20 million in the second quarter of 1999 to $90 million in the
second quarter of 2000.
Equity in Losses of Unconsolidated Subsidiaries was $61 million in 2000,
compared to $24 million in 1999. The equity losses are predominantly
attributable to RCN Corporation, Inc. ("RCN"). RCN is a facilities-based
provider of communications services to the residential markets primarily on the
East and West coasts as well as in Chicago and the largest regional Internet
service provider in the Northeast. RCN is also incurring significant costs in
developing its business plan. The Company's share of RCN's losses, including
goodwill amortization, increased by $37 million from second quarter 1999 to $63
million for the second quarter 2000.
Gains on Equity Investee Stock Transactions was $57 million for the second
quarter 2000 and $111 million in the second quarter of 1999. RCN issued stock to
acquire 21st Century Telecom Group, Inc. in the second quarter of 2000 which
diluted the Company's ownership of RCN from 33% at March 31, 2000 to 31% at June
30, 2000. The increase in the Company's proportionate share of RCN's net assets
as a result of these transactions resulted in the pre-tax gain for the Company
of $57 million from subsidiary stock sales in the second quarter of 2000. In
1999, RCN issued stock in a public offering and for certain transactions, which
resulted in the pre-tax gain of $111 million to the Company.
Other, net decreased to ($3) million in 2000 from $17 million in 1999. In 1999,
the Company sold its equity position in Burlington Resources, Inc., which
resulted in a pre-tax gain of $17 million.
Income Tax Benefit for the first quarter of 2000 differs from the statutory rate
due to the limited availability of taxable income in the carryback period for
which current year losses can be offset. The income tax benefit in 1999 differs
from the statutory rate of 35% primarily due to losses incurred by the Company's
international subsidiaries which cannot be included in the consolidated U.S.
federal return, nondeductible goodwill amortization expense and state income
taxes. For fiscal 2000, Level 3 will recognize a portion of the expected annual
benefit in each period equal to the ratio of pre-tax loss for the period divided
by the total estimated loss for the year as the Company is currently unable to
conclude that it is more likely than not that the net operating losses will be
realizable.
<PAGE>
LEVEL 3 COMMUNICATIONS, INC. AND SUBSIDIARIES
Management's Discussion and Analysis of
Financial Condition and Results of Operations
Six Months 2000 vs. Six Months 1999
Revenue for the six months ended June 30, is summarized as follows (in
millions):
2000 1999
---- -----
Communications and Information Services $ 304 $ 99
Coal Mining 96 98
Other 11 11
------- -------
$ 411 $ 208
======= ========
Communications and information services revenue increased during the first six
months of 2000 by 207% compared to the same period in 1999. This increase was
due to growth in the communications business; communications revenue increased
by $217 million, or 657 percent from the same period last year. Revenue from
communications services only, excluding dark fiber sales and reciprocal
compensation, was $180 million. Included in total communications revenue was $48
million of non-recurring revenue from U.S. dark fiber contracts entered into
before June 30, 1999. Also included in total communications revenue for the
first six months was $22 million attributable to reciprocal compensation.
Information services revenue, which is comprised of applications and outsourcing
businesses, decreased from $66 million in 1999 to $54 million in 2000. This $12
million decrease, 18 percent, is due in part to a decrease in outsourcing
revenue from $34 million in 1999 to $29 million in 2000. Outsourcing revenue
decreased due to the expiration of contracts and certain current clients
negotiating new contracts and extending the contract life at lower rates.
Outsourcing revenue was also affected by the completion in 1999 of Year 2000
computer processing work. Applications revenue decreased from $32 million in
1999 to $25 million in 2000 largely due to Year 2000 computer consulting work
that was completed in 1999.
Coal mining revenue for the first six months of 2000 decreased $2 million
compared to the same period in 1999. Full year 2000 coal revenue is expected to
be approximately 10 percent less than full year 1999 coal revenue due to reduced
shipments under long-term coal contracts in 2000.
Cost of Revenue for the first six months of 2000 was $284 million, representing
a 98 percent increase over 1999 cost of revenue of $143 million as a result of
the expanding communications business. The cost of revenue for the information
services businesses, as a percentage of its revenue, was 74 percent for the
first six months of 2000 compared to 65 percent for the same period in 1999. The
renegotiated outsourcing contracts are primarily responsible for the decline in
information services margins. The cost of revenue for the coal mining business,
as a percentage of revenue, was 38% for the first six months of 2000 down from
46% for the same period in 1999. In December 1999 Commonwealth and the Company
renegotiated certain coal contracts whereby Commonwealth is no longer required
to take delivery of its coal commitments but still must pay Level 3 the margins
Level 3 would have earned had the coal been delivered.
Depreciation and Amortization expenses for the period were $227 million, a 146
percent increase over 1999 deprecation and amortization expenses of $92 million.
This increase is a direct result of the Communications assets placed in service
in the later half of 1999 and the first half of 2000, including Gateways, local
networks and intercity segments.
<PAGE>
LEVEL 3 COMMUNICATIONS, INC. AND SUBSIDIARIES
Management's Discussion and Analysis of
Financial Condition and Results of Operations
Selling, General and Administrative expenses were $485 million in 2000,
representing a 71 percent increase over 1999. This increase primarily results
from the Company's addition of over 1,800 employees during the past 12 months.
The Company added over 1,150 employees to the communications business during the
six months ending June 30, 2000. There was a substantial increase in
compensation, travel and facilities costs due to the additional employees. The
Company also recorded $97 million in non-cash compensation for the first half of
2000 for expenses recognized under SFAS No. 123 related to grants of stock
options and warrants; $47 million of non-cash compensation was recorded for the
same period in 1999. The increase in non-cash compensation is due predominantly
to an increase in the number of employees. Communications, insurance and
marketing costs also contributed to the higher selling, general and
administrative expenses.
EBITDA, as defined by the Company, decreased to a loss of ($261) million for the
first half of 2000 from a ($170) million loss for the same period in 1999. This
decrease was predominantly due to the increase in selling, general and
administrative expenses resulting from the rapid expansion of the communications
business.
Interest Income was $168 million for the first six months of 2000 compared to
$107 million in 1999. This 57% increase was predominantly due to the Company's
increased average cash, cash equivalents and marketable securities balances.
Average cash balances increased largely due to the approximately $5.4 billion in
proceeds received from the February 29, 2000 debt and equity offerings. The
Company's average cash balance also increased as a result of the September 1999
Subordinated Notes offering and Senior Secured Credit Facility agreement. The
increase in interest income is also due to increasing yields on the Company's
investments due to increased market rates.
Interest Expense, net for the six months ended June 30, 2000 of $131 million
represents a 33% increase from the same period in 1999. The substantial increase
was due to the 6% Convertible Subordinated Notes issued in September 1999, the
Senior Secured Credit Facility entered into in September 1999, as well as the
approximately $3 billion in debt securities issued on February 29, 2000. The
amortization of the related debt issuance costs also contributed to the
increased interest expense in 2000. Partially offsetting this increase was an
increase in capitalized interest from $90 million in the first half of 1999 to
$157 million in the first half of 2000.
Equity in Losses of Unconsolidated Subsidiaries was $116 million for the first
half of 2000, compared to $49 million in 1999. The equity losses are
predominantly attributable to RCN. The Company's share of RCN's losses,
including goodwill amortization, increased by $67 million from 1999 to $120
million for the first half of 2000.
Gains on Equity Investee Stock Transactions was $95 million for the first half
of 2000 compared to $111 million for the same period in 1999. RCN issued stock
for the acquisition of 21st Century Telecom Group, Inc and for certain
transactions in the first half of 2000 which diluted the Company's ownership of
RCN from 35% at December 31, 1999 to 31% at June 30, 2000. In 1999, RCN issued
stock in a public offering and for certain transactions, which resulted in a
pre-tax gain of $111 million to the Company.
Other, net decreased to ($3) million in 2000 from $19 million in 1999. In 1999,
the Company sold its equity position in Burlington Resources, Inc., which
resulted in a pre-tax gain of $17 million.
<PAGE>
LEVEL 3 COMMUNICATIONS, INC. AND SUBSIDIARIES
Management's Discussion and Analysis of
Financial Condition and Results of Operations
Income Tax Benefit for the first half of 2000 differs from the statutory rate
due to the limited availability of taxable income in the carryback period for
which current year losses can be offset. The income tax benefit in 1999 differs
from the statutory rate of 35% primarily due to losses incurred by the Company's
international subsidiaries which cannot be included in the consolidated U.S.
federal return, nondeductible goodwill amortization expense and state income
taxes. For fiscal 2000, Level 3 will recognize a portion of the expected annual
benefit in each period equal to the ratio of pre-tax loss for the period divided
by the total estimated loss for the year as the Company is currently unable to
conclude that it is more likely than not that the net operating losses will be
realizable.
Financial Condition--June 30, 2000
The Company's working capital increased from $2.8 billion at December 31, 1999
to $5.0 billion at June 30, 2000 due primarily to the proceeds from the debt and
equity offerings completed in February 2000. In February 2000, the Company
issued approximately 23 million shares of common stock with net proceeds of
approximately $2.4 billion, $863 million in Convertible Subordinated Notes, $1.4
billion in three tranches of U.S. dollar denominated debt securities, and $780
million from two tranches of Euro denominated senior debt securities.
Cash provided by operations increased from $159 million in 1999 to $467 million
in 2000. Changes in components of working capital, including the receipt of $245
million in federal income tax refunds and payments for deferred dark fiber
sales, are primarily responsible for the increase in cash provided by
operations. The increase was also partially due to additional interest income in
2000 as a result of the proceeds received from the debt and equity offerings.
The increase was partially offset by increased interest expense paid during 2000
and costs incurred to expand the communications business. Interest paid during
of 2000 increased due to cash payments on the Senior Secured Credit Facility and
semi-annual payments on the 6.0% Convertible Subordinated Notes due 2009. The
initial interest payments on the February 2000 borrowings are due in September
2000.
Investing activities include using the proceeds from the debt and equity
offerings to purchase $5.9 billion of marketable securities and approximately
$3.0 billion of capital expenditures, primarily for the expanding communications
and information services business. The Company also realized $3.4 billion of
proceeds from the sales and maturities of marketable securities.
Financing sources in 2000 consisted primarily of the net proceeds of $2.4
billion from the issuance of 23 million shares of Level 3 common stock, total
net proceeds of approximately $3.1 billion from the issuance of debt and the
exercise of the Company's stock options for $12 million. The Company also repaid
long-term debt of $3 million during the first half of 2000 primarily related to
CPTC.
Liquidity and Capital Resources
Since late 1997, the Company has substantially increased the emphasis it places
on and the resources devoted to its communications and information services
business. The Company has commenced the implementation of a plan to become a
facilities-based provider (that is, a provider that owns or leases a substantial
portion of the property, plant and equipment necessary to provide its services)
of a broad range of integrated communications services. To reach this goal, the
Company is expanding substantially the business of its subsidiary, (i)Structure,
Inc. (formerly PKS Information Services, Inc.), to create, through a combination
of construction, purchase and leasing of facilities and other assets, an
advanced, international, end-to-end, facilities-based communications network.
The Company is designing its network based on Internet Protocol technology in
order to leverage the efficiencies of this technology to provide lower cost
communications services.
<PAGE>
LEVEL 3 COMMUNICATIONS, INC. AND SUBSIDIARIES
Management's Discussion and Analysis of
Financial Condition and Results of Operations
The development of the Business Plan will require significant capital
expenditures, a substantial portion of which will be incurred before any
significant related revenues from the Business Plan are expected to be realized.
These expenditures, together with the associated early operating expenses, may
result in substantial negative operating cash flow and substantial net operating
losses for the Company for the foreseeable future. Although the Company believes
that its cost estimates and build-out schedule are reasonable, the actual
construction costs or the timing of the expenditures may deviate from current
estimates. The Company's capital expenditures in connection with the Business
Plan were approximately $3.0 billion during the first half of 2000. The majority
of the spending was for construction of the U.S. and European intercity
networks, certain local networks in the U.S. and Europe, and the transatlantic
cable network. Total capital expenditures for 2000 are expected to be
approximately $6.3 billion versus the previously announced total of $4.5
billion. This increase in the rate of capital expenditures is the result of
acceleration and expansion in scope of the Company's Business Plan. The proceeds
received from the February 2000 debt and equity offerings combined with the cash
and marketable securities already on hand and the undrawn commitments under the
senior secured credit facility, provided Level 3 with approximately $7.3 billion
of funds available at the end of the quarter. The Company's current liquidity
and the agreement with INTERNEXT should be sufficient to fund the currently
committed portions of the Business Plan.
On January 24, 2000, the Company announced that it was expanding the scope of
its Business Plan to include a significant increase in the amount of colocation
space available to the Company's web-centric customers, and additional local
fiber facilities. The Company currently estimates that the implementation of the
Business Plan will require between $13 and $14 billion over the 10-year period
of the Business Plan. The Company's successful debt and equity offerings in
February of 2000 have given the Company the ability to implement the committed
portions of the Business Plan. However, if additional opportunities should
present themselves, the Company may be required to secure additional financing
in the future. The Company expects to meet its additional capital needs with the
proceeds from sales or issuance of additional equity securities, credit
facilities and other borrowings, or additional debt securities.
In addition, the Company may sell or dispose of existing businesses or
investments to fund portions of the Business Plan. The Company may also sell or
lease fiber optic capacity, or access to its conduits. The Company may not be
successful in producing sufficient cash flow, raising sufficient debt or equity
capital on terms that it will consider acceptable, or selling or leasing fiber
optic capacity or access to its conduits. In addition, proceeds from
dispositions of the Company's assets may not reflect the assets' intrinsic
values. Further, expenses may exceed the Company's estimates and the financing
needed may be higher than estimated. Failure to generate sufficient funds may
require the Company to delay or abandon some of its future expansion or
expenditures, which could have material adverse effect on the implementation of
the Business Plan.
The Company may not be able to obtain such financing if and when it is needed or
that, if available, such financing will be on terms acceptable to the Company.
If the Company is unable to obtain additional financing when needed, it may be
required to scale back its Business Plan and, depending upon cash flow from its
existing businesses, reduce the scope of its plans and operations.
In connection with implementing the Business Plan, management will continue
reviewing the existing businesses of the Company to determine how those
businesses will complement the Company's focus on communications and information
services. If it is decided that an existing business is not compatible with the
communications and information services business and if a suitable buyer can be
found, the Company may dispose of that business.
<PAGE>
LEVEL 3 COMMUNICATIONS, INC. AND SUBSIDIARIES
Management's Discussion and Analysis of
Financial Condition and Results of Operations
Year 2000
Level 3 Communications, LLC.
Level 3's wholly owned subsidiary, Level 3 Communications, LLC, is a new company
that is implementing new technologies to provide Internet Protocol
technology-based communications services to its customers. The expenses
associated with Level 3 Communications, LLC's year 2000 remediation program did
not have a material effect on the operating results or financial condition of
Level 3 Communications, LLC through June 30, 2000. Level 3 Communications, LLC
is not aware of any problems associated with Year 2000 issues. There can be no
assurance, however, that the Year 2000 problem, and any loss incurred by any
customers of Level 3 as a result of the Year 2000 problem, will not have a
material adverse effect on Level 3 Communications, LLC's financial condition or
results of operations in the future.
(i)Structure
(i)Structure, Inc. ("(i)Structure") provides a wide variety of information
technology services. (i)Structure has two main lines of business: outsourcing
and applications. The outsourcing business is managed by (i)Structure, LLC. The
applications business is managed by (i)Structure Application Services, LLC
("IAS").
(i)Structure derived a substantial portion of its revenues in 1999 from projects
that its subsidiary, IAS, conducted involving Year 2000 assessment and
renovation services. This exposes IAS to potential risks that may include
problems with services provided by IAS to its customers and the potential claims
arising under IAS's customer contracts. IAS attempts to contractually limit its
exposure to liability for Year 2000 compliance issues. However, these
contractual limitations may not be effective.
The expenses associated with (i)Structure's Year 2000 efforts, did not, and the
related potential effect on (i)Structure earnings are not expected to, have a
material effect on the future operating results or financial condition of Level
3. (i)Structure is not aware of any problems concerning Year 2000 issues. There
can be no assurance, however, that the Year 2000 problem, and any loss incurred
by any customers of (i)Structure as a result of the Year 2000 problem, will not
have a material adverse effect on Level 3's financial condition or results of
operations in the future.
Market Risk
Level 3 is subject to market risks arising from changes in interest rates,
equity prices and foreign exchange rates. The Company's exposure to interest
rate risk increased due to the $1.375 billion Senior Secured Credit Facility
entered into by the Company in September 1999 and the Commercial Mortgage
entered into in June 2000. As of June 30, 2000, the Company had borrowed $475
million under the Senior Secured Credit Facility and $120 million under the
Commercial Mortgage. Amounts drawn on the debt instruments bear interest at the
alternate base rate or LIBOR rate plus applicable margins. As the alternate base
rate and LIBOR rate fluctuate, so too will the interest expense on amounts
borrowed under the facility. A hypothetical 10 percent increase in interest
rates would increase annual interest expense of the Company by approximately $6
million. The Company continues to evaluate alternatives to limit interest rate
risk.
<PAGE>
LEVEL 3 COMMUNICATIONS, INC. AND SUBSIDIARIES
Management's Discussion and Analysis of
Financial Condition and Results of Operations
Level 3 continues to hold positions in certain publicly traded entities,
primarily Commonwealth Telephone and RCN. The Company accounts for these two
investments using the equity method. The market value of these investments is
approximately $1.2 billion as of June 30, 2000, which is significantly higher
than their carrying value of $270 million. The Company does not currently have
plans to dispose of these investments, however, if any such transaction
occurred, the value received for the investments would be affected by the market
value of the underlying stock at the time of any such transaction. A 20%
decrease in the price of Commonwealth Telephone and RCN stock would result in
approximately a $236 million decrease in fair value of these investments. The
Company does not currently utilize financial instruments to minimize its
exposure to price fluctuations in equity securities.
The Company's Business Plan includes developing and constructing networks in
Europe and Asia. As of June 30, 2000, the Company had invested significant
amounts of capital in Europe and will continue to expand its presence in Europe
and Asia in 2000. The Company issued (Euro)800 million in Senior Euro Notes in
February 2000 as an economic hedge against its net investment in its European
subsidiaries. Other than the issuance of the Euro denominated debt, the Company
has not made significant use of financial instruments to minimize its exposure
to foreign currency fluctuations. The Company continues to analyze risk
management strategies to reduce foreign currency exchange risk.
The change in interest rates and equity security prices is based on hypothetical
movements and are not necessarily indicative of the actual results that may
occur. Future earnings and losses will be affected by actual fluctuations in
interest rates, equity prices and foreign currency rates.
<PAGE>
LEVEL 3 COMMUNICATIONS, INC. AND SUBSIDIARIES
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
At the annual meeting of stockholders held on May 22, 2000, the following
matters were submitted to a vote:
1. To reelect the three Class III Directors to the Board of Directors of
Level 3 for a three-year term until the 2003 Annual Meeting of
Stockholders:
In Favor Withheld
R. Douglas Bradbury 297,267,760 1,592,012
Kenneth E. Stinson 297,223,733 1,636,239
Michael B. Yanney 296,931,866 1,928,106
2. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting or any adjournments or
postponements thereof:
Affirmative votes: 266,645,219
Negative votes: 14,808,265
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits filed as part of this report are listed below.
Exhibit
Number
27 Financial Data Schedule.
(b) No reports on Form 8-K were filed by the Company during the second quarter
of 2000.
<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.
LEVEL 3 COMMUNICATIONS, INC.
Dated: August 4, 2000 \s\ Eric J. Mortensen
---------------------
Eric J. Mortensen
Vice President, Controller
and Principal Accounting Officer
LEVEL 3 COMMUNICATIONS, INC. AND SUBSIDIARIES
INDEX TO EXHIBITS
Exhibit
No.
27 Financial Data Schedule.
