ML Investment Highlights: · Initiating coverage of Rhythms NetConnections (RTHM) with an intermediate term Accumulate and a long term Buy rating. RTHM is a 3 rd generation, or data, CLEC that offers broadband local access services, local and national data networking and value-added applications utilizing digital subscriber line (DSL) technology. · Our 12-18 month price objective is $87 or 26% upside. We valued RTHM using an addressable market valuation measure – YE'99 DSL POPs or D-POPs -- vs. its peer data CLEC, Covad. · We forecast strong top-line growth with revenues of $11.5M in ‘99 growing by 435% to $50M by ‘00, and finally reaching $1.9B by ‘08. We further estimate EBITDA losses will hit $83M in ‘99, with breakeven targeted for 2H03. EBITDA margins should reach 29% by '08. · In our view, the attractive economics of RTHM's DSL-based business plan require low initial capital costs and yield fast cash flow breakeven points with less than 2% of the access lines served out of the central offices RTHM offers service. · RTHM has a highly-regarded entrepreneurial management team with many years of experience running data oriented telecom companies. · The company's key strategic relationships with MCIWorldcom, Microsoft and Cisco highlight RTHM's position as a leading player in the market for local broadband connectivity to business customers. · We believe RTHM is a significantly attractive consolidation target given its co-location spaces, interconnection agreements, deployed DSL equipment, metropolitan switching centers, backbone network and embedded customer base. We are initiating coverage on Rhythms NetConnections (RTHM) with a near-term Accumulate and a long term Buy rating. Our 12-18 month price objective is $87 or 26% upside based on an addressable market valuation measure – DSL POPs or D-POPs. Company Overview: Founded in ‘97 and headquartered in Denver, CO, RTHM is a 3 rd generation, or data, CLEC offering high speed, broadband local access services to businesses customers over a new technology called digital subscriber line or DSL. RTHM offers its services over the same copper wires that incumbent local exchange carriers (ILECs) offer plain old telephone service (POTS) by leasing the copper plant from the ILEC as an unbundled network element as provided for by the ‘96 Telecom Act. Focus on High Value-Added Revenue Sources: RTHM derives its revenues from 3 main sources: 1) local broadband connectivity from remote workers and telecommuters to both the internet and their corporate local area networks (LANs); 2) value-added bandwidth-enabled services like PBX-extension which extends the digital functionality of the office phone to a remote location (i.e., a teleworker's home) allowing such features as 4-digit dialing, call forwarding, etc. utilizing the DSL infrastructure; and, 3) backbone services which provide high speed data connections between customer locations both within a city and around the country. The Rhythms Network: The RTHM network consists of DSL Access Multiplexers (DSLAMs) that are located in ILEC central offices (COs) which, in turn, are connected to Metropolitan Service Centers (MSCs) through DS3 (45 Mbps) private lines. RTHM generally constructs 1 MSC, which contains application servers and switching equipment, and deploys 30-60 CO co-locations per market and interconnects the MSCs through a nationwide backbone network leased from MCIWorldcom. RTHM customers connect to the RTHM DSLAM serving their region in the nearest CO over a DSL modem which is connected to their PC through a Network Interface Card. The DSLAM equipment is installed in co-location space secured in ILEC COs as allowed by the '96 Telecom Act, while the MSCs are separate building facilities. RTHM's ISP partners and corporate customers connect their services directly into the ATM switches and IP routers housed in the MSC which allows customers both locally and around the country to access these services entirely over RTHM-owned private network facilities. The company provides always-on connectivity from its customers' locations into the RTHM network through either symmetric DSL service, in which the upstream and downstream speeds are identical, or asymetric DSL service, in which they are not. RTHM offers 7 speeds of symmetric service: 128K, 256K, 384K, 512K, 768K 1.0M and 1.5M at list prices ranging from $115/month at the low end to $325 at the high end. Asymetric service runs up to 7.1 Mbps down/1.0 Mbps up and costs about $700. The fastest speed that any given customer can receive is primarily a function of the distance separating the customer's location from the serving central office. Rhythms' first commercial market went into service in April '98 in San Diego. Since then, the company has expanded with operations now in 10 markets in total, including San Francisco, San Jose, Oakland, Chicago, LA, Orange county CA, Boston, Sacramento and New York. Key Points of the Investment Thesis: 1) Substantial Pent-up Demand for Broadband Connectivity: We believe there is a huge, pent-up demand for high-speed data connections by business customers who are in the approx. 95% of office buildings in the US not currently served by fiber. RTHM is a key beneficiary of this unmet demand, utilizing loops “conditioned” for DSL services provided by the ILECs which affords RTHM very wide coverage of potential customers in target markets. Throughout the telecom sector, we continue to be positively surprised by the rapidly growing demand for data services and bandwidth. Driving this strong growth are a number of key factors including: 1) Internet related demand – access to the internet, e-commerce, web hosting etc.; 2) Telecommuting/remote workers who need high speed access to corporate LANs and databases; and, 3) The development and growing importance of bandwidth intensive applications that rely heavily on complex graphics, audio and soon to be video services. 2) Attractive Economics of a DSL-based Business Plan: We think RTHM has a very attractive business case with strong top line growth expected over the life of our 10-year forecast model. We expect revenues to grow from $530K in '98 to $11.5M in '99, to $50.4M in '00 and finally reaching $1.9B by '08, the last year of our model. Table 1: Breakdown of Costs for New Subscriber Line Customer Premise Equipment (Modem, NIC card, etc.) $275 Installation Expenses $300 Customer Acquisition Cost (Sales & Marketing) $450 Loop Provisioning from the ILEC $100 Installation Payments from Customer ($350) Total Access Line cost to Rhythms $775 Source: Company Disclosure & Merrill Lynch Research We estimate that RTHM's cost for both acquiring a new co-location site and buying and installing the necessary equipment is about $160K. The costs for entering a new market, including outfitting between 30-60 central offices, a new metro service center and all required networking, we believe come to about $10M for a large market and less than $5M for a small-medium size market. In Table 1, we show how RTHM's costs for adding a new access line come to about $775 per customer while in Table 2, we derive that incremental gross profit and EBITDA margins are 65% and 36% respectively on a recurring basis. These numbers yield a bottom-line payback period of just 14½ months (the $775 investment from Table 1 divided by the $54/month cash flow from Table 2) and an annualized Table 2: Monthly Profitability per Customer Item Monthly Amount Margin Revenue per Customer $150 100% Cost of Goods Sold $52 Gross Profit $98 65% Billing, Customer Care & Overhead $44 EBITDA per Customer $54 36% Source: Company Disclosure & Merrill Lynch Research cash-on-cash return of 75% in just 3 years. We further estimate that a new market will cross over to positive EBITDA when only 105 lines have signed up for service out of each central office co-location. We target EBITDA breakeven by 2H03 and forecast that margins will eventually reach 29% by '08. Details of our model, including key operating statistics such as the number of central offices deployed and the number of lines in service are given in the summary model in Table 3. As of the end of February '99, RTHM had installed DSLAM equipment in 300 central offices, up from the 200 it had in service at the end of '98. We believe the company is on pace to deploy a total of 1,000 COs in 32 cities by the end of ‘99 and 1,600 COs in 50 cities by the end of ‘00. By the end of this year, we forecast that RTHM should have a little over 12,000 DSL lines in service, growing to 35,800 lines by the end of ‘00. We built our model on what we believe are conservative assumptions on RTHM's CO deployment schedule. If the pace of CO deployment were to be more rapid than our forecasts, the company could realize more than the 1,000 COs in service and higher revenues than we are anticipating on the one hand while experiencing higher EBITDA losses from accelerated expenses on the other. In an alternate scenario to our model on page 4, we would not be surprised if RTHM were to end '99 and '00 with 1,100+ and 1,700+ co-locations respectively while generating EBITDA losses of $100M in '99 and $180M in '00. 3) Potential to Move Further Up Value Chain… a Performance Strategy: While the average RTHM customer access line currently in service is rated to support 3.5 Mbps of data (from company measurements), the average RTHM customer is currently only purchasing about 700 Kbps of service, or only 20% of the theoretical capacity of the copper lines. This available capacity provides RTHM with a huge opportunity to: a) upsell current customers to higher priced connectivity services; and b) to offer new bandwidth intensive applications in the future. This capability to exploit the high-speed opportunity is currently unique to RTHM as we understand that the other data CLECs are only offering service up to 1.5 Mbps. 4) Valuable Partners Highlight Rhythms' Strong Strategic Positioning: RTHM has formed a number of key strategic partnerships with many leading telecom and technology companies. These partnerships highlight in the telecom industry today – high speed local broadband connectivity to business customers. Key partners include: MCIWorldCom: In addition to a $30M investment for an approximate 7% equity stake, WCOM has committed to resell a minimum of 100,000 DSL lines over a 5 year period beginning when RTHM has 1,250 co-locations in service over 32 markets – an event we expect to happen by mid '00. That WCOM has explicitly committed to resale 100,000 DSL lines from RTHM differentiates this strategic relationship from almost every other struck within the DSL sector. We note that although our forecast model has not explicitly factored in this arrangement for conservatism purposes, these 100,000 DSL lines represent approximately 17% of our estimate of total lines expected to enter service over the 5 year commitment period (mid '00 through mid '05). WCOM has also agreed to make RTHM its preferred provider of business DSL access services in areas where RTHM is offering service. In addition, RTHM has the right of first refusal to match offers made to WCOM by other DSL providers. Lastly, WCOM will serve as RTHM's preferred provider of network capacity including metropolitan area networks, long haul and internet protocol backbone services. Microsoft: In addition to a $30M investment for an approximate 7% equity stake, Microsoft and RTHM have agreed to work together to develop new value-added applications that showcase the broadband capabilities of the RTHMs access network. Revenues from these new applications represent pure upside to RTHM as we have not included them in our revenue forecast model. Qwest: Qwest has invested $15M in RTHM for a stake worth about 2½% RTHM. Cisco: RTHM has entered into a 2-way partnership arrangement with Cisco in which RHTM's services are actively sold through Cisco's extensive direct sales force. In addition, Cisco has awarded RTHM a contract to manage and upgrade its corporate-wide program to provide remote LAN access to 8,500 teleworkers nationwide. 5) Experienced Management Team: RTHM's is distinguished by the strength and depth of its entrepreneurial management team including: Catherine Hapka, President/CEO – Founder and COO of US West's !nterprise data networking service division and Executive Vice President of Markets for US West. Prior to coming to US West, Ms. Hapka held management positions with both McKinsey & Co. and General Electric; Scott Chandler, CFO – Formerly president and CEO of C-COR Electronics, a manufacturer of broadband telecommunications equipment. Before that, Mr. Chandler spent 6 years at USWest in both !nterprise and also as general manager for Cable and Multimedia Ops. 6) Possible Consolidation Target: We believe RTHM is an attractive consolidation target given the company's early mover advantage in securing co-location spaces, deployed DSLAM equipment and interconnection agreements. Potential buyers would include: 1) Large long distance companies – WCOM, T and FON looking to quickly bulk-up local broadband service offerings and to drive additional long haul data traffic. We believe that the combination of RTHM's planned national DSL presence and its ability to offer both multiple voice lines as well as high-speed data access over its DSL infrastructure make RTHM an attractive solution for all 3 of the long distance companies; 2) New fiber-based network companies – QWST, LVLT, GBLX and WMB looking to offer end-to-end broadband data solutions could view DSL technology as the means to extend their long distance data networks into the local arena as well as an important source of new data traffic; 3) Large CLECs – NXLK, TGNT and ICIX looking to expand their local broadband connectivity options and data expertise; 4) Data CLECs – COVD and NorthPoint looking to both consolidate the sector and to quickly expand their geographic and local network reach; and 5) RBOCs – BEL, BLS, SBC or USW looking to expand the geographic reach of their regional data service offerings to business customers. 7) Attractive Valuation: We valued RTHM using an addressable market valuation measure utilizing our estimate of YE'99 DSL-POPs (D-POP) or the number of local access lines served by the ILEC COs where RTHM will be co-located. Using our YE'99 estimate of 1,000 CO co-locations and assuming that RTHM's average CO serves 25,000 lines results in an addressable market of 25M D-POPs. RTHM's best and only valuation comparable, Covad Communications (COVD, $71 ½, not rated), currently trades at an estimated level of $515 per 1Q99E D-POP. At this multiple, layering in a conservative 45-50% haircut to adjust for the approximate 12 month head start on marketing that COVD enjoys vs. RTHM, we derive a 12 month price objective of $283/D-POP or $87 per share. Investment Risks: We see 4 primary risks to the RTHM business plan. 1) Execution risk involved with scaling the RTHM solution out to 1600 COs and 50 markets and in hiring the right technical and salespeople to properly expand the business. 2) Reliance on 3 rd party sales channels and installers. RTHM relies on its partners, WCOM, CSCO and ISPs, to promote the RTHM product line and any inability of these partners to fill this role could have an adverse effect on RTHM's revenue stream. 3) Reliance on 3 rd party for key local network elements. RTHM relies on ILECs for the supply of co-location space and for unbundled copper loops for last mile connection to customers. Any delays in the provisioning of these items would adversely impact RTHM's network deployment. 4) Competitive Risk. RTHM will feel competition from both alternate technologies, such as cable modems, fiber and fixed wireless, and other DSL providers such as the RBOCs, FON and other data CLECs. Table 3: Our Summary Forecast Model – Rhythms NetConnections 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 Revenue Non-Recurring 4,117.4 8,002.5 21,250.0 45,006.3 50,991.3 57,760.0 62,272.5 63,626.3 64,980.0 67,687 Connectivity 6,885.6 37,143.9 93,581.0 237,445.9 423,472.6 597,417.1 751,786.2 881,151.6 980,965.1 1,060,918 BW-enabled Svcs 344.3 2,476.3 8,664.9 27,000.0 57,928.6 94,782.1 136,624.5 196,083.1 259,874.5 327,761.6 Backbone 160.7 2,806.4 12,708.5 42,788.6 101,761.2 176,926.6 255,761.1 338,831.5 411,374.0 462,345.4 Total Revenue 11,508.0 50,429.1 136,204.4 352,240.8 634,153.7 926,885.8 1,206,404 1,479,692. 1,717,193. 1,918,712. Gross Profit (32,671.9) (60,268.4) (51,679.2) 43,280.3 198,921.2 359,396.4 513,973.9 668,228.2 795,573.0 908,555.2 Gross Margin N.A. N.A. N.A. 12% 31% 39% 43% 45% 46% 47% EBITDA (82,111.5) (152,653.1) (190,339.3) (151,658.5) (24,935.1) 107,575.6 236,264.6 368,467.7 472,388.9 563,454.2 EBITDA Margin N.A. N.A. N.A. N.A. N.A. 12% 20% 25% 28% 29% Lines in Service 12,264 35,856 105,438 253,753 402,413 545,918 675,967 783,400 873,087 954,230 Central Offices in Service 1,000 1,600 1,610 1,620 1,630 1,640 1,650 1,660 1,670 |