VIATEL INC
10-Q, 1996-11-14
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                -----------------

                                    FORM 10-Q

(Mark One)

/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934
    For the quarterly period ended September 30, 1996

                                       OR

/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934
    For the transition period from ____________________ to ____________________


                        Commission File Number: 000-21261

                                  VIATEL, INC.
             (Exact name of registrant as specified in its charter)

           Delaware                               13-3787366
(State or other jurisdiction of       (I.R.S. Employer Identification No.)
incorporation or organization)             

                                800 Third Avenue
                               New York, New York
                    (Address of principal executive offices)

                                      10022
                                   (Zip Code)

                                 (212) 935-6800
              (Registrant's telephone number, including area code)

               --------------------------------------------------
                 (Former name, former address and former fiscal
                       year, if changed since last report)


     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.    /X/ Yes         / / No

      Indicate the number of shares  outstanding of each of the issuer's classes
of Common Stock, as of the latest practicable date. As of November 12, 1996, the
registrant had outstanding  22,374,647  shares Common Stock,  par value $.01 per
share.


<PAGE>

                               PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.

                          VIATEL, INC. AND SUBSIDIARIES
                           Consolidated Balance Sheets


<TABLE>
                                                                                                    September 30,
                                                                                                        1996           December 31,
<CAPTION>
                              Assets                                                                 (Unaudited)          1995
                                                                                                    -------------     -------------
Current assets:
<S>                                                                                                <C>                 <C>         
    Cash and cash equivalents ..............................................................       $  3,191,091        $  8,934,914
    Marketable securities, current .........................................................          3,105,254          25,004,050
    Trade accounts receivable, less allowance for doubtful accounts of $601,000
       and $473,000, respectively ..........................................................          8,031,165           4,723,664
    Other receivables ......................................................................          3,721,231           2,757,675
    Prepaid expenses .......................................................................            748,156             742,803
                                                                                                   ------------        ------------
                 Total current assets ......................................................         18,796,897          42,163,106
Marketable securities, non-current .........................................................               --             1,127,442
Property and equipment, less accumulated depreciation of $5,529,000 and
    $2,781,000, respectively ...............................................................         18,288,955          15,715,121
Deferred financing and registration fees, less accumulated amortization of
    $648,000 and $364,000, respectively ....................................................          3,141,529           3,431,540
Intangible assets, less accumulated amortization of $1,432,000 and
    $807,000, respectively .................................................................          2,159,777           2,070,055
Other assets ...............................................................................          1,611,363           1,106,182
                                                                                                   ------------        ------------
                                                                                                   $ 43,998,521        $ 65,613,446
                                                                                                   ============        ============
             Liabilities and Stockholders' Deficit
Current liabilities:
    Accrued telecommunications costs .......................................................       $  9,789,374        $ 11,056,235
    Accounts payable and other accrued expenses ............................................          5,872,851           4,591,628
    Commissions payable ....................................................................            422,009             300,655
    Current installments of obligations under capital leases ...............................            120,553                --
                                                                                                   ------------        ------------
                 Total current liabilities .................................................         16,204,787          15,948,518
                                                                                                   ------------        ------------
Long-term liabilities:
    Senior discount notes, less discount of $45,674,389 and $53,416,992,
       respectively ........................................................................         75,025,611          67,283,008
    Obligations under capital leases, excluding current installments .......................            193,678                --
                                                                                                   ------------        ------------
                 Total long-term liabilities ...............................................         75,219,289          67,283,008
                                                                                                   ------------        ------------
Commitments and contingencies

Stockholders' deficit:
    Common Stock, $.01 par value.  Authorized 50,000,000 shares, issued and
       outstanding 10,802,801 and 10,736,135 shares, respectively (Note 5)..................            108,028             107,361
    Class A Common Stock, $.01 par value.  Authorized 10,000,000 shares,
       issued and outstanding 2,904,846 shares (Note 5).....................................             29,048              29,048
    Additional paid-in capital .............................................................         30,488,343          30,099,011
    Unearned compensation ..................................................................           (146,340)            (78,000)
    Cumulative translation adjustment ......................................................           (325,913)           (164,676)
    Accumulated deficit ....................................................................        (77,578,721)        (47,610,824)
                                                                                                   ------------        ------------
                 Total stockholders' deficit ...............................................        (47,425,555)        (17,618,080)
                                                                                                   ------------        ------------
                                                                                                   $ 43,998,521        $ 65,613,446
                                                                                                   ============        ============
           See accompanying notes to consolidated financial statements

</TABLE>


<PAGE>


                                 VIATEL, INC. AND SUBSIDIARIES
                              Consolidated Statements of Operations
                                           (Unaudited)

<TABLE>

<CAPTION>

                                                       For the Three Months Ended        For the Nine Months Ended
                                                             September 30,                   September 30,
                                                       ----------------------------   -------------------------------
                                                           1996           1995             1996            1995
                                                       -------------  -------------   --------------- ---------------

<S>                                                    <C>             <C>             <C>             <C>         
Telecommunications revenue .........................   $ 13,107,477    $  8,305,582    $ 35,389,706    $ 22,497,564
                                                       ------------    ------------    ------------    ------------

Operating Expenses:
    Costs of telecommunications services ...........     11,212,010       7,224,695      29,789,776      19,333,441
    Selling expenses ...............................      2,270,870       1,905,661       7,341,838       5,274,681
    General and administrative expense .............      5,085,975       4,594,084      17,675,688      11,812,180
    Depreciation and amortization ..................      1,156,946         646,551       3,388,769       1,527,482
    Equipment impairment loss ......................           --              --              --           560,419
                                                       ------------    ------------    ------------    ------------
       Total operating expenses ....................     19,725,801      14,370,991      58,196,071      38,508,203
                                                       ------------    ------------    ------------    ------------

Other income (expenses):
    Interest income ................................        120,629         754,754         860,081       2,610,194
    Interest expense ...............................     (2,843,982)     (2,127,432)     (8,014,734)     (6,454,407)
    Share in loss of affiliate .....................         (1,938)        (14,107)         (6,879)        (36,871)
                                                       ------------    ------------    ------------    ------------
       Net loss ....................................   $ (9,343,615)   $ (7,452,194)   $(29,967,897)   $(19,891,723)
                                                       ============    ============    ============    ============

       Net loss per common share (Note 5) ..........   $      (0.68)   $      (0.55)   $      (2.19)   $      (1.46)
                                                       ============    ============    ============    ============

       Weighted average common
          shares outstanding (Note 5) ..............     13,707,648      13,640,981      13,707,648      13,640,981
                                                       ============    ============    ============    ============
</TABLE>

          See accompanying notes to consolidated financial statements.
<PAGE>




                                VIATEL, INC. AND SUBSIDIARIES
                             Consolidated Statements of Cash Flows
                                          (Unaudited)
<TABLE>

<CAPTION>
                                                                                         For the Nine Months Ended
                                                                                                September 30,
                                                                                        ------------------------------
                                                                                            1996            1995
                                                                                        --------------   -------------
Cash flows from operating activities:
<S>                                                                                     <C>             <C>          
    Net loss ........................................................................   $(29,967,897)   $(19,891,723)
    Adjustments to reconcile net loss to net cash used in operating activities:
       Deferred financing costs .....................................................           --          (245,370)
       Equipment impairment loss ....................................................           --           560,419
       Depreciation and amortization ................................................      3,388,769       1,527,482
       Interest expense on senior discount notes ....................................      7,960,414       6,381,065
       Accrued interest income on marketable securities .............................       (279,111)     (1,291,917)
       Provision for losses on accounts receivable ..................................      1,388,149         (83,879)
       Share in loss of affiliate ...................................................          6,879          36,871
       Unearned compensation ........................................................        321,661            --
    Changes in assets and liabilities:
       Increase in accounts receivable ..............................................     (4,679,584)       (226,166)
       Decrease (increase) in prepaid expenses and other receivables ................        228,869      (1,516,588)
       Increase in other assets .....................................................       (302,296)       (946,152)
       Increase (decrease) in accrued telecommunication costs, accounts payable,
            other accrued expenses and commissions payable ..........................         15,343        (215,919)
                                                                                        ------------    ------------
                 Net cash used in operating activities ..............................    (21,918,804)    (15,911,877)
                                                                                        ------------    ------------

Cash flows from investing activities:
    Purchase of property, equipment and software ....................................     (5,372,006)     (8,460,034)
    Issuance of notes receivable ....................................................       (323,227)           --
    Investment in marketable securities .............................................    (14,794,332)    (50,926,308)
    Proceeds from maturity of marketable securities .................................     36,821,827      13,137,443
    Investment in affiliate .........................................................        (96,952)       (264,267)
                                                                                        ------------    ------------
                 Net cash provided by (used in) investing activities ................     16,235,310     (46,513,166)
                                                                                        ------------    ------------

Cash flows from financing activities:
    Payments under capital leases ...................................................        (41,801)     (1,306,453)
    Repayment of notes payable ......................................................           --          (966,755)
                                                                                        ------------    ------------
                 Net cash used in financing activities ..............................        (41,801)     (2,273,208)
                                                                                        ------------    ------------

Effects of exchange rates on cash ...................................................        (18,528)         23,169
                                                                                        ------------    ------------
Net decrease in cash and cash equivalents ...........................................     (5,743,823)    (64,675,082)
Cash and cash equivalents at beginning of period ....................................      8,934,914      66,761,614
                                                                                        ------------    ------------
Cash and cash equivalents at end of period ..........................................   $  3,191,091    $  2,086,532
                                                                                        ============    ============

Supplemental disclosure of cash flow information:

    Interest paid ...................................................................   $    44,553     $     73,342
                                                                                        ============    ============

    Assets acquired under capital lease obligations .................................   $   356,033     $       --
                                                                                        ============    ============


                  See accompanying notes to consolidated financial statements.

</TABLE>


<PAGE>



                         VIATEL, INC. AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

            (Information as of September 30, 1996 and for the periods
                 ended September 30, 1996 and 1995 is unaudited)

(1)  INTERIM CONSOLIDATED FINANCIAL STATEMENTS

     The consolidated  financial statements as of September 30, 1996 and for the
     three and nine month  periods  ended  September 30, 1996 and 1995 have been
     prepared by Viatel,  Inc. and Subsidiaries  (collectively,  the "Company"),
     without audit,  pursuant to the rules and regulations of the Securities and
     Exchange  Commission.  In  the  opinion  of  management,   all  adjustments
     (consisting  of only normal  recurring  adjustments)  necessary  for a fair
     presentation of the consolidated results of financial position,  operations
     and cash flows for each  period  presented  have been made on a  consistent
     basis.  Certain information and footnote  disclosures  normally included in
     consolidated  financial  statements  prepared in accordance  with generally
     accepted  accounting  principles have been condensed or omitted pursuant to
     such  rules  and  regulations   although   management   believes  that  the
     disclosures   herein  are  adequate  to  make  information   presented  not
     misleading.  It is suggested  that these  financial  statements  be read in
     conjunction   with  the  Company's  1995  annual   consolidated   financial
     statements. Operating results for the three and nine months ended September
     30, 1996 may not be  indicative of the results that may be expected for the
     full year.


(2)  INVESTMENTS IN DEBT SECURITIES

     Management determines the appropriate  classification of its investments in
     debt securities at the time of purchase and reevaluates such  determination
     at each balance sheet date.  These  investments are diversified  among high
     credit  quality  securities  in accordance  with the  Company's  investment
     policy. Debt securities that the Company has both the intent and ability to
     hold to maturity are carried at amortized  cost.  Debt securities for which
     the  Company  does not have the intent or ability to hold to  maturity  are
     classified as available for sale. Securities available for sale are carried
     at fair value,  with the unrealized gains and losses,  net of tax, reported
     in a separate component of stockholders' equity. At September 30, 1996, the
     Company had no investments that qualified as trading.

     The amortized  cost of debt  securities  classified as held to maturity and
     available for sale are adjusted for  amortization of premiums and accretion
     of discounts to maturity  over the  estimated  life of the  security.  Such
     amortization  and interest are included in interest  income.  There were no
     securities classified as held to maturity as of September 30, 1996.

     The  following is a summary of the fair value of  securities  available for
     sale at September 30, 1996:


       U.S. Treasury obligations..........................     $1,998,792
       Federal agencies obligations.......................      1,106,462
                                                               ----------
                   Total                                       $3,105,254
                                                               ==========


     The fair value of each  investment  approximates  the  amortized  cost and,
     therefore,  there are no  unrealized  gains or losses as of  September  30,
     1996.

     Based upon  contractual  maturity,  all  securities  available  for sale at
     September 30, 1996 are due within one year.


<PAGE>


     Expected  maturities  will  differ  from  contractual   maturities  because
     borrowers may have the right to call or prepay  obligations with or without
     call or prepayment penalties.

     There were no  changes  in the  classification  of any  securities  held to
     maturity or securities  available for sale from the time of purchase to the
     time of maturity or sale.


(3)  STOCK INCENTIVE PLAN

     Stock option  activity for the nine months ended  September  30, 1996 under
     the Amended  Stock  Incentive  Plan (the "Stock  Incentive  Plan") is shown
     below:

                                                           Option Price
                                                       ----------------------
                                            Number of  Per Share     Total
                                             Shares     Average      Price
                                            ---------  ---------  -----------
Shares under option at December 31, 1995     496,749    $ 4.03    $ 2,002,543
Granted .................................    782,293    $ 5.85    $ 4,576,414
Forfeitures .............................   (203,531)   $ 5.78    $(1,175,969)
                                            =========  =========  ===========
Shares under option at September 30, 1996   1,075,511   $ 5.02    $ 5,402,988
                                            =========  =========  ===========

     As of September 30, 1996,  376,587 options were exercisable under the Stock
     Incentive Plan.


(4)  REGULATORY MATTERS

     The  Company  is  subject  to  regulation  in  countries  in  which it does
     business.  The Company  believes  that an adverse  determination  as to the
     permissibility of the Company's  services under the laws and regulations of
     any such country would not have a material adverse  long-term effect on its
     business.


(5)  SUBSEQUENT EVENTS

     (A) INITIAL PUBLIC OFFERING

     On October 23,  1996,  the Company  completed  an initial  public  offering
     ("IPO") of its common stock, $.01 par value per share (the "Common Stock"),
     through which it sold  8,667,000  shares of Common Stock at $12 a share and
     raised  approximately $104 million of gross proceeds  (approximately  $95.1
     million of net proceeds).

     (B) STOCK SPLIT/CAPITALIZATION

     In  connection  with the  IPO,  all  outstanding  shares  of the  Company's
     non-voting  Class A Common  Stock,  $.01 par value per share (the  "Class A
     Common  Stock"),  were  converted into shares of Common Stock at a ratio of
     one-to-one  and all then  outstanding  shares  of  Common  Stock  were then
     subject to a reverse  stock split at a ratio of 3-to-2.  In  addition,  the
     Company's   stockholders  approved  an  amendment  to  the  Certificate  of
     Incorporation  which (i) authorized the Board of Directors to issue up to 1
     million shares of Preferred Stock, $.01 par value per share, in one or more
     series and to fix the powers,  voting rights,  designations and preferences
     of each series and (ii) eliminated the Class A Common Stock.

     All earnings per share and share data  presented  herein have been restated
     retroactively  to reflect the  conversion  of the Class A Common Stock into
     Common Stock and the reverse stock split of all then outstanding  shares of
     Common Stock.


<PAGE>


     (C) PRO FORMA BALANCE SHEET

     The following table presents the effects on the Company's  balance sheet of
     the IPO as of September  30, 1996,  on a pro forma basis,  assuming the IPO
     had occurred at that date.

<TABLE>

<CAPTION>
                                                                           As of September 30, 1996
                                                                         ---------------------------------
                                                                              Actual        Pro Forma
                                                                         ---------------   ---------------
                                                                         (In thousands, except share data)

<S>                                                                         <C>               <C>      
Cash, cash equivalents and marketable securities ................           $   6,296         $ 101,420
                                                                            =========         =========
Long-term debt ..................................................           $  75,219         $  75,219
                                                                            ---------         ---------
Stockholders' (deficit) equity:
      Common Stock,  $.01 par value;  50,000,000 shares
        authorized,  10,802,801 shares issued and 
        outstanding; 22,374,647 shares issued and
        outstanding, pro forma                                                    108               224
      Class A Common Stock, $.01 par value; 10,000,000
        shares authorized, 2,904,846 shares issued
        and outstanding; no shares issued and outstanding,
        pro forma                                                                  29              --
      Preferred Stock, $.01 par value; no shares 
        authorized, no shares issued and outstanding;
        pro forma 1,000,000 shares authorized, no shares
        issued and outstanding                                                    --               --
      Additional paid-in capital ................................              30,488           125,525
      Unearned compensation .....................................                (146)             (146)
      Cumulative translation adjustment .........................                (326)             (326)
      Accumulated deficit .......................................             (77,579)          (77,579)
                                                                            ---------         ---------
        Total stockholders' (deficit) equity ....................             (47,426)           47,698
                                                                            ---------         ---------
        Total capitalization ....................................           $  27,793         $ 122,917
                                                                            =========         =========

</TABLE>




<PAGE>


ITEM  2.  MANAGEMENT'S   DISCUSSION  AND  ANALYSIS  OF  FINANCIAL
          CONDITION  AND  RESULTS  OF OPERATIONS.

OVERVIEW

Since its inception in 1991, the Company has invested heavily in developing
its ability to provide international  telecommunications  services. In 1993, the
Company began focusing on providing international telecommunications services in
Western  Europe and creating an extensive  telecommunications  network for voice
and voice band data in Western Europe. In 1996, the Company commenced a national
long  distance  trial in  certain  countries  in  Western  Europe.  Based on the
favorable results of this trial, the Company has commenced an expansion plan and
anticipates  entering the national  long  distance  markets in all  countries in
Western Europe in which it does business by the end of 1997.

The  Company  operates a  digital,  switch-based  telecommunications  network in
Western  Europe  including a central  switching  center in London and additional
switches in Amsterdam,  Barcelona, Brussels, Frankfurt, Madrid, Milan, Paris and
Rome  connected by leased,  digital  fiber optic  transmission  facilities  (the
"European  Network").  In addition,  the Company  operates a switching center in
Omaha, Nebraska, which is connected to the central switching center in London by
leased, digital fiber optic transmission  facilities (together with the European
Network,  the "Viatel Network").  The Company believes that the European Network
allows the Company  effectively to render its services  currently and will offer
it a competitive  advantage after the European Union's  liberalization  of voice
telephony, now scheduled for January 1, 1998.

In September 1996, the Federal Communications  Commission authorized the Company
to provide both  facilities-based  services and resale services  (including both
the  resale  of  switched  services  and the  resale  of  private  lines for the
provision of switched  services) to all  permissible  international  points.  In
addition,  in September 1996, the Federal  Communications  Commission authorized
the Company to provide  facilities-based  service  between the United States and
the United Kingdom over the CANUS-1 and CANTAT-3 cable systems.  The Company had
recently acquired an indefeasible  right of use in CANUS-1 and the United States
portion  of  CANTAT-3.  It is  the  Company's  intention  to  pursue  regulatory
permission for, and ownership of, the United Kingdom portion of CANTAT-3.

During the first nine months of 1996, the Company experienced growth of
approximately  57.3% in  telecommunications  revenue and an improvement in gross
margin  as  compared  to the  corresponding  period in 1995.  While the  Company
experienced an EBITDA loss of approximately  $19.4 million during the first nine
months of 1996,  as compared to an EBITDA loss of  approximately  $14.5  million
during the first nine months of 1995,  as a  percentage  of revenue,  the EBITDA
loss  decreased  by  approximately  14.9% to 54.9%  from  64.5%.  The  growth in
telecommunications  revenue  and  EBITDA  loss  are the  result  of the  ongoing
investment  in  operating  infrastructure  related to  expanding  the  Company's
presence in its targeted  geographic markets in Western Europe and expanding its
ability to offer its services.  As a result, the Company does not expect to have
positive EBITDA until the year 2000.

During the third  quarter of 1996,  as compared  to the second  quarter of 1996,
certain trends were evident including (i) a 12.1% increase in telecommunications
revenue to $13.1 million from $11.7  million,  (ii) a 17.1% increase in billable
minutes to 16.7 million  billable  minutes from 14.2 million  billable  minutes,
(iii) a decrease in gross margins to 14.5% from 18.1% (primarily  resulting from
fewer work days in Europe during the summer months),  (iv) a decrease in selling
expenses and general and administrative expenses, as a percentage of revenue, to
56.1% from 86.6% (68.2%  excluding  costs for (1) the  Company's  reorganization
(the "Reorganization") and (2) an expense associated with a judgment rendered by
a French  arbitration  tribunal  against the Company  (the  "French  Arbitration
Award") on behalf of an independent sales  representative) and (v) a decrease in
EBITDA loss, as a percentage  of revenue,  to 41.7% from 68.6% (50.7% if charges
for the  Reorganization and the French Arbitration Award had not been incurred).
SEE "-- RESULTS OF OPERATIONS."

On October 23,  1996,  the  Company  completed  the IPO through  which it raised
approximately $104 million of gross proceeds (approximately $95.1 million of net
proceeds).  The  Company  anticipates  that it will be able to fund its  capital
requirements  for  the  foreseeable   future.  SEE  "--  LIQUIDITY  AND  CAPITAL
RESOURCES."


RESULTS OF OPERATIONS

The  following  table  summarizes  the  breakdown  of the  Company's  results of
operations as a percentage of revenue:

<PAGE>

                                               For the Three      For the Nine
                                               Months Ended       Months Ended
                                               September 30,      September 30,
                                              ----------------   ---------------
                                               1996      1995     1996     1995
                                              -------   ------   ------   ------
Telecommunications revenue .................   100.0%   100.0%   100.0%   100.0%
Cost of telecommunications services ........    85.5%    87.0%    84.2%    85.9%
Selling expenses ...........................    17.3%    22.9%    20.7%    23.4%
General and administrative expense .........    38.8%    55.3%    49.9%    52.5%
Depreciation and amortization ..............     8.8%     7.8%     9.6%     6.8%
EBITDA loss (1).............................    41.7%    65.4%    54.9%    64.5%

- ---------------
(1) As used herein "EBITDA"  consists of earnings before interest (net),  income
taxes and  depreciation and  amortization.  EBITDA is a measure commonly used in
the  telecommunications  industry to analyze companies on the basis of operating
performance.  EBITDA is not a measure of financial  performance  under generally
accepted accounting principles and should not be considered as an alternative to
net income as a measure of  performance  or as an alternative to cash flow as a
measure of liquidity.


THREE MONTHS ENDED  SEPTEMBER 30, 1996 COMPARED TO THREE MONTHS ENDED  SEPTEMBER
30, 1995.

TELECOMMUNICATIONS  REVENUE.  Telecommunications  revenue  increased by 57.8% to
$13.1  million for the three months ended  September  30, 1996 from $8.3 million
for the three months ended September 30, 1995. Telecommunications revenue growth
for the three month period ended September 30, 1996 was generated primarily from
increased  traffic  volume on the  European  Network,  growth  in the  Company's
wholesale  business and, to a lesser extent,  increased  traffic volume in Latin
America and the Pacific Rim.

Billable minutes increased by 143.2% during the three months ended September 30,
1996 to 16.7 million  billable  minutes from 6.9 million billable minutes during
the third  quarter of 1995.  This  increase  was  partially  offset by declining
revenue per billable minute,  as average revenue per billable minute declined by
31.0% to $0.78 in the three-month  period ended September 30, 1996 from $1.13 in
the  three-month  period ended  September 30, 1995,  primarily  because of (i) a
higher  percentage  of  lower-priced  intra-European  traffic  from the European
Network as compared to  intercontinental  traffic,  (ii) a higher  percentage of
lower-priced  wholesale traffic as compared to retail traffic,  (iii) reductions
in certain  rates  charged to  non-wholesale  customers  in  response to pricing
reductions enacted by certain incumbent telecommunications operators ("ITOs") in
Western  Europe and (iv)  changes in customer  access  methods.  SEE "-- COST OF
TELECOMMUNICATIONS SERVICES."

Telecommunications  revenue  per  billable  minute  from the sale of services to
non-wholesale  customers  decreased to $1.02 in the three months ended September
30,  1996 from  $1.47 in the  corresponding  period in 1995.  Telecommunications
revenue per  billable  minute  from the sale of  services to carriers  and other
resellers  remained  constant at $0.36 in the three months ended  September  30,
1996 and 1995. The number of customers billed rose 101.1% to 16,319 at September
30, 1996 from 8,115 at September 30, 1995.

Western Europe continues to be an increasingly important market for the Company.
During the three months ended  September  30, 1996,  approximately  41.5% of the
Company's telecommunications revenue was generated in Western Europe as compared
to approximately  34.4% of the Company's  telecommunications  revenue during the
corresponding period in 1995. In contrast,  despite an increase of approximately
27.9% over the  corresponding  period in 1995,  telecommunications  revenue from
Latin    America    represented    approximately    28.9%   of   the   Company's
telecommunications  revenue during the three months ended  September 30, 1996 as
compared to  approximately  37.9% of the  Company's  telecommunications  revenue
during the three months ended  September  30,  1995.  Historically,  significant
portions of the  Company's  telecommunications  revenue  have been  derived from
Latin America, principally from the provision of callback and international toll
free related services.  Presently, the Company is devoting substantial resources
to the deregulating  Western  European  market,  and although it expects revenue
from Latin America as well as other geographic  regions to grow, it expects such
revenue  to  continue  to  decrease  as a  percentage  of  the  Company's  total
telecommunications revenue in the near term.

The Company has significantly  increased its wholesale business through which it
sells  switched  minutes to carriers and other  resellers at  discounted  rates.
While the wholesale  business has lower average gross margins than the Company's
non-wholesale  business,  the  telecommunications  revenue  generated  from  the
wholesale  business partially offsets the fixed costs associated with the Viatel
Network.  The  wholesale  business  represented  approximately  16.6%  of  total
telecommunications  revenue and approximately  36.0% of billable minutes for the
three months ended September 30, 1996 as compared to approximately 9.6% of total
telecommunications  revenue and approximately 30.3% of billable minutes, for the
three months ended September 30, 1995. While this increase in telecommunications
revenue  represents an increase of approximately  190.7% over the  corresponding
period in 1995, the Company does not expect telecommunications revenue generated
by its wholesale business to continue to grow at this rate.

COST  OF  TELECOMMUNICATIONS   SERVICES.  Cost  of  telecommunications  services
increased to $11.2  million for the three months ended  September  30, 1996 from
$7.2 million for the three months ended  September 30, 1995 and, as a percentage
of revenue,  decreased to approximately  85.5% from approximately  87.0% for the
three months ended September 30, 1996 and 1995, respectively.  The corresponding
increase of  approximately  75.4% in gross margins to $1.9 million for the three
months ended  September 30, 1996 from $1.1 million for the comparable  period in
1995  was  primarily  due to  changes  in  overall  service  mix  and  increased
utilization  of the European  Network.  The Company's  average cost per billable
minute  decreased to $0.67 during the three months ended September 30, 1996 from
$1.00 during the three months ended September 30, 1995, a 33.0%  decrease.  This
decrease,  which more than offset the effect of the  decline in average  revenue
per billable minute,  was attributable  primarily to (i) increased traffic being
routed  through the  European  Network,  (ii) an  increase  in switched  minutes
generated by the  Company's  wholesale  business  and (iii)  changes in customer
access methods.  Increased European Network utilization helped reduce costs on a
per minute  basis with  respect to  European  long  distance  telecommunications
services.

Gross  margins for the three months  ended  September  30, 1996 were  negatively
impacted by increases in certain costs related to the expansion of the Company's
overall transmission  capacity.  These fixed costs are expected to decrease as a
percentage  of  telecommunications  revenue as traffic  volume over the European
Network  increases.  As a result of an increase of approximately 140% in private
line circuit ("PLC") capacity from September 30, 1995 to September 30, 1996, the
costs  associated  with the European  Network  increased to  approximately  $1.0
million for the three months ended  September  30, 1996  (approximately  7.5% of
telecommunications  revenue for such period) from approximately $0.6 million for
the  three   months   ended   September   30,   1995   (approximately   7.6%  of
telecommunications  revenue  for such  period).  PLCs  represent  a  significant
portion of the  Company's  fixed costs and were not fully  utilized in the three
months ended  September 30, 1996. The Company  believes that its use of PLCs for
the routing of minutes over the European Network will continue to increase,  and
such increased use will positively  impact the Company's  overall gross margins,
as a percentage of  telecommunications  revenue.  The benefit of such  increased
use,  however,  is primarily limited to calls that either originate or terminate
in a city where the Company has a switch or a point of presence ("POP"), because
otherwise the Company  transports  the call over the public  switched  telephone
network ("PSTN") at higher transmission costs and reduced margins.

SELLING EXPENSES. Selling expenses increased to $2.3 million in the three months
ended  September 30, 1996 from $1.9 million in the three months ended  September
30, 1995 and, as a percentage of revenue,  decreased to  approximately  17.3% in


<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS OF VIATEL, INC. FOR THE NINE MONTHS
ENDED SEPTEMBER 30, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               SEP-30-1996
<CASH>                                       3,191,091
<SECURITIES>                                 3,105,254
<RECEIVABLES>                                8,031,165
<ALLOWANCES>                                   601,000
<INVENTORY>                                          0
<CURRENT-ASSETS>                            18,796,897
<PP&E>                                      18,288,955
<DEPRECIATION>                               5,529,000
<TOTAL-ASSETS>                              43,998,521
<CURRENT-LIABILITIES>                       16,204,787
<BONDS>                                     75,025,611
                                0
                                          0
<COMMON>                                       137,076
<OTHER-SE>                                  30,488,343
<TOTAL-LIABILITY-AND-EQUITY>                43,998,521
<SALES>                                              0
<TOTAL-REVENUES>                            35,389,706
<CGS>                                                0
<TOTAL-COSTS>                               29,789,776
<OTHER-EXPENSES>                            28,406,295
<LOSS-PROVISION>                             1,388,149
<INTEREST-EXPENSE>                           8,014,734
<INCOME-PRETAX>                           (29,967,897)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                       (29,967,897)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                              (29,967,897)
<EPS-PRIMARY>                                   (2.19)
<EPS-DILUTED>                                   (2.19)
        

</TABLE>


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