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Technology Stocks : Broadband Wireless Access [WCII, NXLK, WCOM, satellite..] -- Ignore unavailable to you. Want to Upgrade?


To: SteveG who wrote (36)4/16/1999 9:41:00 PM
From: MangoBoy  Read Replies (3) | Respond to of 1860
 
[CAI Wireless to be acquired by MCI WorldCom]

NEW YORK, April 16 (Reuters) - CAI Wireless Corp. (BB:CWSS), a wireless cable television company, said on Friday it agreed to be acquired by MCI WorldCom Inc., the No. 2 U.S. long distance company, for about $408 million.

The wireless licenses controlled by CAI Wireless will allow MCI WorldCom to reach customers' homes or businesses without going through the Baby Bell's local phone networks.

MCI WorldCom declined to comment.

The deal follows a similar move by MCI WorldCom's rival, Sprint Corp., which on Monday agreed to buy wireless cable television company People's Choice TV Corp. (BB:PCTV) for $103 million.

CAI said MCI WorldCom agreed to buy it for $24 a share in cash. Based on CAI's 17 million shares outstanding, the deal is valued at $408 million.

Shares of CAI Wireless closed on Friday at $22.625, up $1.625 in bulletin board trading. CAI's shares traded as low as $2.125 at the end of March before reports that MCI WorldCom bought the bonds of CAI, People's Choice and two other wireless cable companies.

Since then, shares of CAI and other wireless cable companies soared as MCI WorldCom and Sprint competed for the various properties.

CAI's wireless spectrum, called MMDS (multichannel multipoint distribution service), uses microwave frequencies to provide television service.

Technological difficulties and production problems hobbled the wireless cable industry's efforts to compete successfully against the traditional cable TV providers.

Many of the wireless cable companies filed for bankruptcy, but their licenses are still lucrative for the long distance companies, which can use the spectrum to bridge the gap between their long distance networks and customers' homes or businesses, analysts said.

CAI has been looking for a strategic partner since it emerged from bankruptcy in October 1998.

All the major U.S. long distance carriers have been seeking alternatives to the near monopoly that the Baby Bell networks have for accessing customers' homes and businesses.

For instance, AT&T Corp., the largest long distance company, recently paid $55 billion to buy cable TV operator Tele-Communications Inc., gaining a direct connection outside the Bell's networks to customers' households.

CAI said the MCI WorldCom deal is subject to the completion of a definitive agreement and regulatory approvals.

CAI said it ended discussions with other potential strategic partners and agreed to deal exclusively with MCI WorldCom until a final pact is negotiated.

MCI WorldCom entered into agreements to buy more than half of CAI's common stock from certain institutional holders. MCI WorldCom also acquired a significant amount of CAI's debt and secured credit facility, CAI said.

CAI said it adopted a shareholder rights plan which would be triggered under certain circumstances if any party, other than MCI WorldCom, tried to acquire more than 15 percent of the company.



To: SteveG who wrote (36)4/19/1999 4:26:00 AM
From: SteveG  Respond to of 1860
 
First, AG Edwards (disclaimer - the following report has NOT been proofed after OCRing, so depend on detail specifics at your OWN risk - clarification rqsts here will be addressed as time allows).

The following is a compilation of AGE's WCII comments over the last ~30 days, working back from last weeks. Take home message is that the recent downgrade was completely a function of stock price and accompanied an admittedly conservative increase in price target from $48 to $58:

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

WINSTAR COMMUNICATIONS
04/13/99 02:OOPM
Symbol: WCII
RATTNG CHANGED TO: ACCUMULATE/SPECULATIVE
FROM; BUY/SPECULATIVE
WCII/NASDAQ/ 49 1/4 PRICE OBJECTIVE AS OF 04/13/99: $58

COMPANY DESCRIPTION: (NEW YORK, NEW YORK) WINSTAR COMMUNICATIONS, INC. IS A PROVIDER OF COMPETITIVE LOCAL TELECOMMUNICATIONS SERVICES THAT PROVISIONS ITS SERVICES USING A FIXED WIRELESS TECHNOLOGY IT CALLS WIRELESS FIBER. THE FIXED WIRELESS CONNECTION IS USED RATHER THAN TRADITIONAL COPPER OR FIBER OPTIC CABLE. [AET).. THE COMPANY CURRENTLY OFFERS LOCAL DIALTONE SERVICES ON ITS OWN SWITCHES IN 30 CITIES. PLANS FOR THROUGH THE YEAR 2000 ARE TO ACTIVATE SWITCHES FOR LOCAL TELEPHONE SERVICE IN THE TOP 50 US MARKETS. IN ADDITION, WCII CONTROLS LICENSES IN THE 38 GHZ SPECTRUM IN OVER 160 US METRO AREAS.

INVESTMENT PREMISE (RECOMMENDATION ORIGINATED ON 04/13/99) WCII IS
IMPLEMENTING AN AGGRESSIVE STRATEGY TO ESTABLISH ITS WIRELESS NETWORKS IN THE COUNTRY'S LARGEST MARKETS AND ATTRACT LOCAL DIALTONE CUSTOMERS. WCII OFFERS AN INTRIGUING ALTERNATIVE TO OTHER COMPETITIVE LOCAL EXCHANGE CARRIERS (CLECS), WHICH BASE THEIR NETWORKS ON A FlEER OPTIC INFRASTRUCTURE. WINSTAR'S WIRELESS TECHNOLOGY ALLOWS IT TO REACH CUSTOMER SITES AT A LOWER CAPITAL COST THAN FIBER. WE ARE INCREASING OUR PRICE OBJECTIVE FOR WINSTAR TO $58 FROM $48; HOWEVER, DUE TO RECENT STRENGTH IN WINSTAR SHARES, WE ARE CHANGING OUR RATING TO ACCUMULATE/SPECULATIVE FROM BUY/SPECULATIVE

ATTRACTIVE FEATURES:
RAPID TIME TO MARKET DUE TO WIRELESS TECHNOLOGY. A WIRELESS NETWORK STRUCTURE OFFERS A DISTINCT ADVANTAGE OVER OTHER CLECS REGARDING SPEED OF NETWORK ACTIVATION. FIBER-BASED CLECS REQUIRE A LONG ENGINEERING. AND CONSTRUCTION PERIOD BEFORE ACTIVATING A NETWORK IN A CITY. IN CONTRAST1 WINSTAR HAS ALREADY SELECTED SEVERAL POTENTIAL WIRELESS HUBS IN ITS TARGETED CITIES- THE BIGGEST OBSTACLE IS TO REACH LEASE AGREEMENTS WITH THE BUILDING OWNERS WHERE THE HUB SITES WILL SE LOCATED AND INSTALL EQUIPMENT.

WINSTAR IS INITIALLY TARGETING UNDER-SERVED BUILDINGS. THE COMPANY HAS DEVELOPED VERY DETAILED PLANS REGARDING OVER 8,000 TARGETk:.~D COMMERCIAL BUILDINGS IN ITS FIRST 30 MARKETS. THE HIGHEST PRIORITY •IS ASSIGNED TO BUILDINGS NOT CURRENTLY SERVED BY FIBER (50% OF ALL TARGETED BUILDINGS). NEXT IS BUILDINGS WITH ONLY INCUMBENT LOCAL EXCHANGE CARRIER (ILEC) FIBER (25% OF TARGETED BUILDINGS), THEN BUILDINGS WITH ONLY CLEC FIBER AND FINALLY BUILDINGS WITH BOTH CLEC AND ILEC FIBER BY FOCUSING ON UNDER-SERYED BUILDINGS, WCII SHOULD BE ABLE TO MORE EASILY ATTRACT CUSTOMERS.

MARKETING CAMPAIGN IS WELL FOCUSED- WCII HAS COMBINED MEDIA ADVERTISING TO INCREASE NAME RECOGNITION WITH WHAT IT CALLS BUILDING CENTRIC MARKETING- MEDIA ADVERTISING IS YIELDING RESULTS IN THE NEW YORK MARKET, WHERE SURVEYS FOUND THAT WINSTAR WAS THE MOST RECOGNIZED CLEC AFTER SIX MONTHS. THE BUILDING CENTRIC MARKETING ADDRESSES TENANTS IN WINSTAR'S TARGETED BUILDINGS. ACCOUNT REPS HAVE SET UP KIOSKS IN THESE BUILDINGS AND HOSTED BREAKFASTS TO MEET TENANTS, OPENING THE DOOR TO FURTHER MEETINGS TO INTRODUCE SERVICES

CONCERNS:

NEGATIVE EBITDA, NEGATIVE NET INCOME AND NEGATIVE SHAREHOLDERS EQUITY.
SECAUSE WCII ENTERED THE CLEC BUSINESS LATER THAN ITS PEERS, IT IS LAGGING BEHIND IN ITS ATTEMPT TO REACH POSITIVE EBITDA. WITH ITS EXPANSION INTO INTERNATIONAL MARKETS, THE COMPANY~TS NOT ANTICIPATED TO REACH EBITDA BREAK EVEN UNTIL THE 4TH QUARTER OF 2000. HIGH INTEREST EXPENSES ON THE COMPANY'S DEBT LOAD, DEPRECIATION ON ITS INSTALLED PLANT AND AMORTIZATION OF GOODWILL WILL CAUSE BOTTOM LINE LOSSES FOR SEVERAL YEARS. THE PATTERN OF NET LOSSES WILL CAUSE NEGATIVE RETAINED EARNINGS AND NEGATIVE SHAREHOLDERS EQUITY ON THE
WCII BALANCE SHEET. THIS PATTERN IS NORMAL FOR CLECS, HOWEVER, DUE TO THE SIGNIFICANT UP-FRONT EXPENSES REQUIRED TO BUILD THEIR NETWORKS AND ESTABLISH THEIR OPERATIONS IN ADVANCE OF REVENUE GROWTH.

CUSTOMERS MAY MIGRATE FROM WIRELESS SERVICES TO FIBER-BASED SERVICES- THE LONG-TERM ACCEPTANCE OF WINSTAR'S WIRELESS INFRASTRUCTURE IS UNKNOWN. THE COMPANY REPORTS THAT ITS CUSTOMERS, INCLUDING DEMANDING USERS SUCH AS THE FEDERAL AVIATION ADMINISTRATION (FAA) AND PACIFIC BELL, ARE VERY SATISFIED WITH THEIR SERVICE QUALITY--SOME PREFER IT TO WIRELINE SERVICE. MOST OF WCII'S CUSTOMERS ARE IN BUILDINGS THAT DO NOT HAVE FIBER-OPTIC SERVICE.

INABILITY TO OBTAIN ROOF RIGHTS IN TARGETED BUILDINGS. AT THE END OF THE 1998, WCII HAD ALREADY OBTAINED ROOF RIGHTS ON OVER 4,000 OUT OF OVER 8,000 TARGETED BUILDINGS. IF WCII DOES NOT CONTINUE THIS SUCCESS, IT COULD FACE REDUCED MARGINS AS IT TRIES TO SERVE ADDITIONAL BUILDINGS. WITHOUT ROOF RIGHTS, THE COMPANY WILL HAVE LEASE FACILITIES TO PROVIDE DIALTONE SERVICES. THE ADDITIONAL LEASED FACILITY EXPENSES COULD REDUCE THE COMPANY'S MARGINS GENERATED BY ITS DIALTONE REVENUES.

(04/13/99) WE ARE INCREASING OUR PRTCE OBJECTIVE FOR WINSTAR TO $58 FROM $48; HOWEVER, DUE TO RECENT STRENGTH IN WINSTAR SHARES, WE ARE CHANGING OUR RATING TO ACCUMULATE/SPECULATIVE FROM BUY/SPECULATIVE OUR NEW PRICE OBJECTIVE REFLECTS THE ADDITIONAL OPPORTUNITY OFFERED By WINSTAR'S ENTRY INTO SIX INTERNATIONAL MARKETS IN 1999. WITH WINSTAR SHARES CURRENTLY TRADING IN THE UPPER $40 RANGE, INVESTORS WITH A LONG-TERM HORIZON MAY WISH TO ACCUMULATE ADDITIONAL SHARES, BUT WE WILL WATCH FOR A PULLBACK IN THE SHARE PRICE BEFORE RETURNING TO A STRONGER PURCHASE RECOMMENDATION

TAKEOVER SPECULATION APPEARS TO BE ONE FACTOR DRIVING THE CLEC GROUP. WCII SHARES AND THE ENTIRE CLEC GROUP HAVE BEEN STRONG IN RECENT WEEKS DUE TO RENEWED SPECULATION REGARDING CLECS AS ACQUISITION TARGETS WE FEEL THAT THE ACQUISITION OF CANADIAN CLEC METRONET COMMUNICATIONS BY AT&T CANADA AND THEN THE ACQUISITION OF FRONTIER BY GLOBAL CROSSING HAS RENEWED INVESTOR INTEREST IN CLECS AS TAKEOVER CANDIDATES. IN ADDITION, THE ANNOUNCEMENT BY QWEST COMMUNICATIONS THAT IT IS CONSTRUCTING LOCAL FACILITIES HAS RAISED SPECULATION THAT THE COMPANY MIGHT EXPAND ITS LOCAL PRESENCE BY ACQUIRING ONE OR MORE CLECS

INTERNET/DSL EUPHORIA MAY BE A CONTRIBUTING FACTOR TO THE PRICE MOVEMENT.
SEVERAL COMPANIES THAT ARE PROVIDING DIGITAL SUBSCRIBER LINE (DSL) SERVICES, SUCH AS COVAD AND RHYTHM, HAVE EXPERIENCED SIGNIFICANT PRICE APPRECIATION IN RECENT TRADING. THESE COMPANIES ARE CO-LOCATING DSL EQUIPMENT IN RBOC CENTRAL OFFICES AND LEASING COPPER LOOP FACILITIES TO PROVIDE DSL SERVICE TO BUSINESS AND RESIDENTIAL SUBSCRIBERS. WITH DSL, A TRADITIONAL PHONE LINE AND A HIGH-SPEED DATA CONNECTION CAN BE ACCOMMODATED OVER A SINGLE PAIR OF COPPER WIRE. DSL OFFERS TREMENDOUS POTENTIAL FOR PROVIDING CUSTOMERS HIGH SPEED ACCESS TO THE INTERNET AT A RELATIVELY LOW COST. SINCE DSL CAN BE CONSIDERED AN INTERNET-RELATED SERVICE, SHARE PRICES OF DSL PROVIDERS HAVE BEEN CAUGHT UP IN THE MARKETS RECENT EXCITEMENT REGARDING ANYTHING RELATED TO THE INTERNET.

WE FEEL THAT CLECS, TO SOME DEGREE, ARE BEING SWEPT UP IN THE EXCITEMENT SINCE THEY CAN PROVIDE VARIOUS HIGH-SPEED SERVICES VIA THEIR CO-LOCATION ARRANGEMENTS WITH RBOCS, OR IN THE CASE OF WINSTAR, DUE TO ITS ABILITY TO PROVIDE HIGH-SPEED DATA SERVICES OVER A WIRELESS LINK.

WE CONTINUE TO FEEL THAT WCII OFFERS A FAVORABLE LONG-TERM OPPORTUNITY, BUT AT THEIR CURRENT LEVEL, SHARES ARE OFFERING LESS UPSIDE POTENTIAL VS.. THEIR FUNDAMENTAL VALUE. WE MUST ADMIT THAT OUR VALUATION APPROACH TO WINSTAR'S INTERNATIONAL OPPORTUNITY MAY BE CONSERVATIVE SINCE WE ARE ONLY CURRENTLY ACCOUNTING FOR THE COMPANY'S SIX ANNOUNCED INTERNATIONAL MARKETS, BUT INTENDS TO ENTER THE TOP 50 MARKETS. ON THE OTHER HAND, THE EXPANSION TO THESE MARKETS PRESENTS AN ADDITIONAL LEVEL OF RISK REGARDING THE LEVEL OF DEBT THAT WILL BE NEEDED TO FUND THE CONSTRUCTION OF THESE MARKETS AND THE RELATIVELY
LONG TIME HORIZON BEFORE THE COMPANY EXPECTS TO REACH EBITDA BREAK-EVEN. WITH THE RECENT STRENGTH IN SHARE PRICE, WE ARE CHANGING OUR RATING TO ACCUMULATE/SPECULATIVE FROM BUY/SPECULATIVE WITH A PRICE OBJECTIVE OF $58.

ADDITIONAL FEATURES
BREADTH OF 38 GHZ LICENSES MAKES WCII AN ATTRACTIVE ACQUISITION CANDIDATE WINSTAR'S WIRELESS LICENSES PRESENT THE COMPANY WITH THE OPPORTUNITY TO OFFER CLEC SERVICES IN THE TOP 160 MARKETS IN THE US, REPRESENTING A POPULATION OF 180 MILLION PEOPLE. THIS DOMINANCE OF THE SB GHZ SPECTRUM NOT ONLY REPRESENTS A SUBSTANTIAL OPPORTUNITY FOR WCII, BUT ALSO POISES THE CQMPANY AS AN ACQUISITION CANDIDATE, POSSIBLY BY A LONG DISTANCE CARRIER WANTING QUICK ACCESS TO LOCAL FACILITIES. CURRENTLY, THE COMPANIES HOLDING THE PREPONDERANCE OF 38 GHZ LICENSES ARE WINSTAR, ADVANCED RADIO TELECOM AND BIZTEL (WHICH HAS BEEN PURCHASED BY TELEPORT COMMUNICATIONS GROUP)

ADDITIONAL CONCERNS -
IS WINSTAR TRYING TO BITE OFF TOO MUCH WITH THE MULTIPLE ACQUISITIONS?
INTEGRATING THE MIDCOM COMMUNICATIONS SALES FORCE AND OPERATIONS WHILE
ACCELERATING ENTRY INTO THE MARKETS WHERE WINSTAR BOUGHT THE US ONE SWITCHES WILL BE A CHALLENGE. TAPPING INTO THE MIDCOM PERSONNEL MAY HELP THEM MEET SOME OF ITS IMMEDIATE PERSONNEL REQUIREMENTS. ALSO, THE POSSIBILITY EXISTS THAT ITS OPERATIONS SUPPORT SYSTEMS FOR INPUTTING ORDERS, PROVISIONING SERVICES, BILLING AND MONITORING NETWORK PERFORMANCE CANNOT BE SCALED UPWARD QUICKLY ENOUGH TO MEET THE ACCELERATED SCHEDULE. IF THE COMPANY'S SYSTEMS AND PERSONNEL ARE NOT FULLY OPERATIONAL WHEN CUSTOMER ORDERS ARE INITIATED, WINSTAR COULD PERMANENTLY DAMAGE ITS SERVICE REPUTATION IN THESE NEW MARKETS.

RELIANCE ON VENDORS TO FURTHER DEVELOP THE 38 GHZ TECHNOL6GY
IN EACH OF ITS MARKETS, WCII HAS LICENSES COVERING ANYWHERE FROM 1 CHANNEL UP TO 10 CHANNELS, EACH OF WHICH CAN CARRY UP TO 155 MEGABITS PER SECOND OF TRAFFIC USING CURRENTLY AVAILABLE EQUIPMENT. THE COMPANY IS TESTING THE FIRST OF ITS POINT-TO-MULTIPOINT EQUIPMENT IN WASHINGTON DC. THIS TECHNOLOGY ENABLES WCII TO PLACE A MASTER ANTENNA AT A HUB THAT COMMUNICATES SIMULTANEOUSLY WITH DOZENS OF INEXPENSIVE ANTENNAS LOCATED AT CUSTOMER SITES HENCE ONE CHANNEL CAN BE SHARED BY MULTIPLE BUILDINGS. ALSO THE EQUIPMENT USES PACKET-ORIENTED TECHNOLOGY, WHICH IS TYPICAL FOR DATA NETWORKS, HENCE TRAFFIC CAN BE MORE EFFICIENTLY HANDLED USING A GIVEN AMOUNT OF RADIO SPECTRUM
THAN IN TRADITIONAL VOICE-ORIENTED TECHNOLOGY. WCII IS, HOWEVER, GOING TO BE CONTINUALLY DEPENDENT ON VENDORS TO IMPROVE EMERGING WIRELESS TECHNOLOGY TO HANDLE. RAPIDLY GROWING TRAFFIC REQUIREMENTS -

ADDITIONAL RECENT DEVELOPMENTS~+
(03/29/99) WCII SHAREHOLDERS RECENTLY RECEIVED A NOTICE REGARDING A CLASS ACTION LAWSUIT AGAINST THE COMPANY. THE LAWSUIT INVOLVES A DEAD HAND PROVISION IN THE COMPANY'S SHAREHOLDERS RIGHTS PLAN THAT HAS BEEN FOUND TO BE ILLEGAL UNDER DELAWARE CORPORATE LAW. WCIITS DEAD HAND PROVISION SAYS THAT IF AN INVESTOR ACQUIRES MORE THAN 50% OWNERSHIP OF THE COMPANY, ONLY 3 OF THE 9 EXISTING BOARD MEMBERS CAN BE REMOVED.

THE SAME GROUP OF ATTORNEYS THAT FILED THE SUIT AGAINST WCII HAVE FILED SUITS AGAINST 4Th OTHER COMPANIES THAT HAVE SIMILAR DEAD HAND PROVISIONS. WCII MANAGEMENT HAS PROPOSED SETTLING THE SUIT WITH THE ATTORNEYS FOR $191,000 AND REMOVING THE DEAD HAND PROVISION FROM ITS SHAREHOLDER RIGHTS PLAN. THE NOTICE SENT TO SHAREHOLDERS INDICATES THAT THIS IS HOW THE COMPANY IS GOING TO HANDLE THE MATTER, BUT IF AN INVESTOR OPPOSES THIS ACTION AND WANTS TO PROPOSE AN ALTERNATIVE, A SPECIAL MEETING IS SCHEDULED FOR APRIL 4, 1999

(03/23/99) WINSTAR ANNOUNCED TODAY THAT IT HAS RECEIVED A NATIONWIDE CHUNK OF SPECTRUM IN THE 38 GHZ BAND IN THE UNITED KINGDOM. LONDON, WHICH IS INCLUDED IN THE SPECTRUM GRANT, IS WINSTAR'S FOURTH LARGEST INTERNATIONAL TELECOMMUNICATIONS MARKET. SERVICE IS EXPECTED TO PEGIN:IN LONDON LATER THIS YEAR. THE NATIONWIDE SPECTRUM GRANT COVERS ALL OF THE UK'S 55 MILLION POPULATION. TO DATE WINSTAR HAS BEEN GRANTED SPECTRUM IN THREE OF ITS FOUR LARGEST INTERNATIONAL MARKETS.

(03/05/98) WINSTAR REPORTED FOURTH QUARTER RESULTS THAT WERE SLIGHTLY AHEAD~OF OUR EXPECTATIONS. REVENUE OF $81.1 MILLION EXCEEDED OUR~ ESTIMATE OF $80.3 MILLION AND THE EBITDA LOSS OF ($79.2) MILLION WAS ALSO SLIGHTLY BETTER THAN OUR ESTIMATED LOSS OF ($80.0) MILLION. AS EXPECTED, THE EEITDA LOSS DROPPED SIGNIFICANTLY VERSUS THE THIRD QUARTER LOSS OF ($48.3) MILLION, REFLECTING THE COMPANY'S ACCELERATED ENTRY INTO DOMESTIC MARKETS AND EXPANSION INTO SIX INTERNATIONAL MARKETS. ALTHOUGH AN INVESTMENT IN Wall SHARES REQUIRES A LONG-TERM HORIZON, INVESTORS SHOULD BE ENCOURAGED BY THE:PROGRESS THE COMPANY
IS MAKING S~LLING LINES IN ON~NET BUILDINGS THROUGH ITS PROJECT MILLENNIUM SALES INITIATIVE AND TN EXPANDING ITS NETWORK. ALTHOUGH.THE COMPANY'S EXPANDED OPERATIONS WILL CAUSE GROWING EBITDA LOSSES TN THE NEXT TWO QUARTERS, THE COMPANY CONTINUES TO TRACK ON TARGET WITH ITS LINE GROWTH, REVENUE GROWTH AND NETWORK EXPANSION. WE REITERATE OUR BUY/SPECULATIVE~RATING.

TELECOM REVENUE BEAT EXPECTATIONS. WINSTAR EREAKS ITS TELECOM SERVICES REVENUE INTO TWO COMPONENTS: CLEC REVENUES, WHICH REPRESENTS REVENUE FROM LOCAL DIAL TONE, LONG DISTANCE AND DATA SERVICES, AND OTHER REVENUE; WHICH REPRESENTS REVENUE FROM WIRELESS CONNECTIONS LEASED TO OTHER TELEPHONE CARRIERS AND REVENUE FROM A GROUP OF FORMER MIDOOM LONG DISTANCE CUSTOMERS, CLEC REVENUES OF $55.6 MILLION FAR EXCEEDED OUR ESTIMATE OF $52.1 MILLION. OTHER TELECOM SERVICES OF $9.4 MILLION WAS SLIGHTLY BELOW OUR ESTIMATE OF $9.8 MILLION, REFLECTING FASTER ATTRITION OF THIS REVENUE THAN WE ANTICIPATED- IN CONTRAST, INFORMATION SERVICES REVENUE OF $16.1 MILLION WAS BELOW ARE ESTIMATE OF $18.4 MILLION. THE OVERALL STRENGTH IN TELECOM SERVICES MADE UP FOR THE SHORTFALL IN INFORMATION SE RVICES.

REVENUE RESULTS REFLECT IMPACT OF STRONG LINE GROWTH IN PREVIOUS QUARTER. WE FEEL THAT STRONG CLEC REVENUE GROWTH, WHICH WAS 49% OVER THE THIRD QUARTER LEVEL, WAS DRIVEN BY THE DELAYED REVENUE IMPACT OF A LARGE JUMP IN LINES INSTALLED DURTNG THE THAT QUARTER. LINE INSTALLATIONS JUMPED FROM 50,000 IN THE SECOND QUARTER TO 62,000 IN THE THIRD QUARTER. WCII ALSO INSTALLED 62,000 LINES TN THE FOURTH QUARTER, WHICH ACTUALLY FELL A LITTLE SHORT OF OUR EXPECTATIONS. WE MAD ESTIMATED THAT THE COMPANY WOULD JUMP TO AN INSTALLATION RATE OF 65,000 LINES DURING THE QUARTER. SEASONAL FACTORS RELATED TO THE
DECEMBER HOLIDAYS MAY HAVE CONTRIBUTED TO THE INSTALLATION RATE.

STRONG LINE SALES RELATED TO PROJECT MILLENNIUM SHOULD DRIVE AN UPTICK IN INSTALLATIONS IN THE 1999 FIRST QUARTER. PROJECT MILLENNIUM, WINSTAR'S MARKETING CAMPAIGN AIMED AT CUSTOMERS IN ON-NET BUILDINGS:, WAS MORE SUCCESSFUL THAN THE COMPANY HAD PROJECTED. TUE ALLURE OF FREE LOCAL SERVICE UNTIL THE YEAR 2000 WAS ATTRACTIVE TO CUSTOMERS, AS THE COMPANY SOLD A TOTAL OF 91,000 LINES DURING THE QUARTER, A MAJORITY OF WHICH WERE ASSOCIATED WITH THE CAMPAIGN. THESE STRONG SALES FIGURES HAVE CREATED A SIGNXFICANT BACKLOG OF LINE ORDERS THAT WILL BE PROVISYONED IN TH~ NEXT TWO QUARTERS. IN ADDITION, WINSTAR HAS EXTENDED THE CAMPAIGN THROUGH THE END OF 14ARCH, FURTHER ADDING TO
THE PIPELINE.

SUCCESS OF PROJECT MILLENNIUM SHOULD DRIVE INCREASES IN ON-NET LINES AND IMPROVING MARGINS IN ESTABLISHED MARKETS. THE PERCENTAGE or LINES SERVED COMPLETELY ON WINSTAR'S NETWOflK INCREASED FROM 18% IN THE THIRD QUARTER TO 20% IN THE FOURTH QUARTER. THIS PERCENTAGE SHOULD ACCELERATE IN THE FIRST QUARTER OF 1,999 SINCE ALL MILLENNIUM SALES ARE ON~NET, TOTAL LINES SERVED BY WINSTAR'S OWN LOCAL SWITCHES INCREASED TO 40% DURING THE QUARTER. LOOKING TOWARD THE FUTURE, THE ON-NETWORK PERCENTAGE SHOULD INCREASE DRAMATICALLY, AS ONLY 6% OF THE LINES SOLD DURING THE QUARTER WERE VIA RESALE VS 80% OF THE LINES SOLD IN THE YEAR AGO QUARTER.

GROSS MARGIN AND SG&A RESULTS DECLINE DUE TO ACCELERATED MARKET ENTRY. AS EXPECTED, WINSTAR'S GROSS MARGIN DROPPED VS. THE PREVIOUS QUARTER DUE TO THE ADDITIONAL OPERATING EXPENSES ASSOCIATED WITH ENTRY INto NEW DOMESTIC AND INTERNATIONAL MARKETS IN ADVANCE OF REVENUE PRODUCTION IN: THESE MARKETS.

GROSS MARGIN DECLINED TO 11% VS- 25% IN THE PREVIOUS QUARTER. THIS DECLINE WAS MORE SEVERE THAN WE ANTICIPATED, AS WE WERE ESTIMATING A GROSS MARGIN OF ABOUT 14%- IN CONTRAST, SG&A EXPENSES AS A PERCENT OF SAtES WERE 108%, AN INCREASE FROM THE 104% IN THE PREVIOUS QUARTER, BUT MUCH BETTER THAN THE 114% WE HAD ESTIMATED THE BETTER THAN EXPECTED SG&A RESULT OFFSET THE GROSS MARGIN, TO YIELD AN EBITDA LOSS OF ($79-2) MILLION VS OUR ($80.0) MILLION ESTIMATE.

THE NET LOSS PER SHARE WAS BELOW OUR ESTIMATE BUT BEAT THE CONSENSUS VIEW. WE HAD ESTIMATED A NET LOSS PER SHARE OF ($3.79) VS. A REPORTED LOSS OF ($3.80).

WINSTAR BEAT THE CONSENSUS ESTIMATE OF ($3.86), HOWEVER THE DIFFERENCE IN OUR ESTIMATE VS. THE ACTUAL WAS DRIVEN SY SLIGHTLY HIGHER THAN EXPECTED DEPRECIATION AND AMORTIZATION EXPENSE AND HIGHER THAN EXPECTED INTEREST EXPENSE. AS WINSTAR DRAWS DEBT AGAINST THE LUCENT FINANCING AGREEMENT, IT WILL BE INCREASINGLY DIFFICULT TO ESTIMATE THE LEVEL OF INTEREST EXPENSE INCURRED IN A PARTICULAR QUARTER.

NEW YORK OPERATIONS REPORT POSITIVE EBITDA FOR THE QUARTER, AND OTHER MATURE MARKETS ARE ON TRACK. ALTHOUGH NEW YORK HIT THE EBITDA BREAK-EVEN POINT DURING THE THIRD QUARTER, THE FOURTH QUARTER REPRESENTED THE FIRST TIME THE FULL QUARTER'S RESULT WAS POSITIVE. THE RESULTS IN NEW YORK CONTINUE TO VALIDATE WINSTAR'S BUSINESS PLAN, AS IT IS THE COMPANYTS OLDEST MARKET, YET HAS REACHED EBITDA POSITIVE IN A RELATIVELY SHORT TIME PERIOD. IN NEW YORK, 55% OF ITS LINES ARE SERVED COMPLETELY ON-NETWORK AND 87% ARE SERVED ON-SWITCH FURTHERMORE, NEW YORK REVENUE GREW 25% OVER THE PREVIOUS QUARTER AND GENERATED A GROSS MARGIN OF OVER 40%. OTHER MATURE MARKETS, WHICH INCLUDE BOSTON, CHICAGO, DALLAS AND LOS ANGELES, ARE PROGRESSING RIGHT ON TARGET, WITH
34% OF LINES ON NETWORK VS 10% AT THE END OF 1997 AND 52% OF LINES
ON-SWITCH.

NETWORK DEVELOPMENT EFFORTS CONTINUE ON TRACK. DURING THE QUARTER1 WINSTAR EXPANDED FROM 27 TO 30 US MARKETS WHERE IT IS OFFERING LdCAL TELEPHONE SERVICE. IN ADDITION, HUB SITES HAVE GROWN FROM 58 HUB SITES IN SERVICE AT THE END OF THE THIRD QUARTER TO 71 SITES IN SERVICE AT THE END OF THE FOURTH QUARTER. ANOTHER 26 SITES ARE UNDER CONSTRUCTION AND LEASES HAVE BEEN SIGNED FOR 96 MORE SITES- THE COMPANY HAS ALSO EXCEEDED ITS GOAL OF OBTAINING ROOF RIGHTS IN 4,000 BUILDINGS BY THE END OF 19~8, HAVING OBTAINED RIGHTS IN 4,200
BUILDINGS. ITS GOAL IS TO HAVE ROOF RIGHTS IN 8,000 BUILDINGS BY THE END OF 1999. THE COMPANY Is ALREADY WELL ON ITS WAY TOWARDS THIS GOAL, AS THERE ARE AN ADDITIONAL 1,300 BUILDINGS WHERE IT HAS THE OPTION TO PLACE EQUIPMENT, BUT HAS NOT INCLUDED IN THE 4,200 TOTAL SINCE EQUIPMENT WILL NOT BE INSTALLED WITHIN 12 MONTHS FROM THE END OF THE QUARTER.

DEVELOPMENT OF INTERNATIONAL NETWORKS HAS BEGUN. WCII HAS OBTAINED A SPECTRUM GRANT IN THE NETHERLANDS AND HAS BEGUN CONSTRUCTION OF ITS FIRST OVERSEAS NETWORK IN AMSTERDAM, WHICH IS SCHEDULED TO BE ACTIVATED IN APRIL 1999 WINSTAR ALSO INVESTED IN A 35% INTEREST IN A JOINT VENTURE WITH KDD CORP AND SUMITOMO CORP. OF JAPAN. THE JOINT VENTURE HAS RECEIVED A GRANT OF SPECTRUM AT NO COST FROM THE JAPANESE GOVERNMENT, WHICH WILL SE USED TO DEPLOY FIXED WIRELESS SERVICE IN JAPAN- FURTHERMORE, WINSTAR HAS ACQUIRED A 95% OWNERSHIP INTEREST IN MACROCOM SA, A COMPANY IN ARGENTINA THAT HOLDS NATIONWIDE LICENSES
IN THE SS 0HZ BAND, ENABLING THE COMPANY TO ROLL OUT SERVICES BY THE END OF 1999.

FROM A REVENUE AND NETWORK DEPLOYMENT POINT OF VIEW, WCII HAS MADE SIGNIFICANT PROGRESS IN A YEAR. REVENUE HAS GROWN FROM $71.2 MILLION IN 1997 TO $244.4 MILLION IN 1998, AN INCREASE OF 243%. TOTAL LTNES IN SERVICE HAVE INCREASED FROM 82,000 AT THE END OF 1997 TO 319,000 AT THE END OF 1998. ALSO, TOTAL MARKETS WHERE THE COMPANY OFFERS LOCAL SERVICES HAS INCREASED FROM 10 CITIES TO 30 CITIES. ALTHOUGH THE COMPANY STILL HAS A LONG WAY TO GO TOWARDS POSTING MEANINGFUL EBTTDA RESULTS, ESPECIALLY WITH THE IMPACT OF ACCELERATED DOMESTIC MARKET ENTRY AND NEW INTERNATIONAL MARKETS, IT HAS MADE IMPRESSIVE PROGRESS
GROWING ITS BUSINESS.

GOING FORWARD, THE BIG FOCUS HAS TO BE ON-NET AND ON-SWITCH. ALTHOUGH WE ARE NOT CRAZY ABOUT THE $30 MILLION DROP IN EBITDA RESULTS, WE UNDERSTAND THAT IT IS A NECESSARY EVIL WITH ALL THE ADDITIONAL MARKETS THAT THE COMPANY IS ENTERING. AN AREA THAT THE COMPANY MUST IMMEDIATELY ADDRESS IS THE HIGH PERCENTAGE OF LINES THAT ARE PROVIDED VIA RESALE. A FULL 60% OF WINSTAR'S LINES ARE STILL SERVED VIA RESALE, WHICH IS MUCH WORSE THAN OTHER CLECS THAT WE FOLLOW, WHICH ARE AT AROUND 30% RESALE OR BELOW. WCII CANNOT MAKE MEANINGFUL EBITDA PROGRESS UNTIL IT, AT A MINIMUM, MOVES ITS LINES ONTO ITS OWN SWITCHES, IF NOT COMPLETELY ONTO ITS OWN NETWORK. WE ARE ENCOURAGED THAT THE COMPANY HAS A VERY STRONG ON-NET FOCUS IN ITS SALES EFFORTS AND WILL WATCH FOR THE RESALE PERCENTAGE TO START DROPPING NOTICEABLY DURING 1999- OVERALL, THE COMPANY CONTINUES TO DEVELOP ITS BUSINESS ON TARGET. WE REITERATE OUR RECOMMENDATION THAt SPECULATIVE INVESTORS BUY SHARES FORTHE COMPANY'S LONG-TERM POTENTIAL -

(02/25/99) WE HAVE REVISED OUR 1998 FOURTH QUARTtR ESTIMATE AND 1999 QUARTERLY ESTIMATES TO REFLECT THE IMPACT OF WINSTAR!S ACCELERATED US CONSTRUCTION AND ENTRY INTO INTERNATIONAL MARKETS THE COMPANY HAS DECREASED ITS REVENUE GUIDANCE THROUGH 1999 AS IT IS FOCUSING ITS SALES EFFORTS ONLY QN BUILDINGS THAT WILL BE SERVED BY ITS WIRELESS FACILITIES AND RELYING AS LITTLE AS POSSIBLE ON RESALE. ALTHOUGH THIS FOCUSED STRATEGY SHOULD. ENHANCE GROSS MARGINS IN ESTABLISHED MARKETS, THE INCREASED OPERATING EXPENSES ASSOCIATED WITH NEW DOMESTIC AND INTERNATIONAL MARKETS WILL OFFSET THESE GAINS AND CAUSE MORE SEVERE EBITDA LOSSES. WE RECOGNIZE THE OPPORTUNITY OFFERED BY THE ADDITIONAL MARKETS, BUT ARE CONCERNED ABOUT THE NEAR-TERM IMPACT ON THE COMPANY'S RESULTS. WE HAVE INCREASED OUR PRICE OBJECTIVE TO $48 FROM $45 AS WE ARE STARTING TO REFLECT THE VALUE OF THE INTERNATIONAL OPPORTUNITY. DUE TO A RECENT PULLBACK.IN WCII SHARES, WE ARE KEEPING OUR BUY/SPECULATIVE RATING.

REVENUE ESTIMATES REVISED DOWNWARD TO REFLECT FOCUSED SALES STRATEGY. WINSTAR IS EXPECTING A MORE GRADUAL ACCELERATION OF LINES INSTALLED AS IT MOVES AWAY FROM USING RESALE AS A MEANS TO ATTRACT AS MANY CUSTOMERS AS POSSIBLE AND INSTEAD FOCUSES ONLY ON BUILDINGS SERVED BY ITS WIRELESS FACILITIES. ALTHOUGH THE MORE GRADUAL LINE INSTALLATIONS WILL SLOW REVENUE GRQWTH TO SOME DEGREE, THIS REVENUE WILL GENERATE MUCH STRONGER GROSS MARGINS. AS A RESULT OF THIS REVISED STRATEGY, WE HAVE DECREASED OUR FOURTH QUARTER REVENUE ESTIMATE FROM $84.4 MILLION TO $80.3 MILLION. IN ADDITION, WE HAVE DECREASED OUR 1999 REVENUE ESTIMATE FROM $518.1 MILLION TO $448.5 MILLION.

HIGHER OPERATING EXPENSES DRIVEN BY NEW MARKETS WILL OFFSET IMPROVING MARGINS IN ESTABLISHED MARKETS AS WCII ACCELERATES ITS~ ENTRY INTO DOMESTIC MARKETS AND BUILDS INTERNATIONAL MARKETS, IT WILL INCUR ADDITIONAL OPERATING EXPENSES IN ADVANCE OF REVENUES. AS A RESULT, THE COMPANY'S TREND OF SLIGHTLY IMPROVING EBITDA LOSSES IN 1998 WILL REVERSE IN THE FOURTH QUARTER, IN WHICH WE ARE EXPECTING AN EBITDA LOSS OF $80.0 MILLION VS. A LOSS OF $48.3 MILLION IN THE PREVIOUS QUARTER WE ANTICIPATE EBITDA LOSSES TO BECOME MORE NEGATIVE IN THE FIRST QUARTER AND HIT A BOTTOM IN THE SECOND QUARtER, BEFORE IMPROVING
NOTABLY IN THE THIRD AND FOURTH QUARTER. OUR ESTIMATED 1999 EBITDA LOSS HAS INCREASED TO $281.8 MILLION FROM OUR PREVIOUS ESTIMATED LOSS OF $117.3 MILLION IN ADDITION, WCII DOES NOT ANTICIPATE REACHING EBITDA BREAK-EVEN UNTIL THE FOURTH QUARTER OF 2000, WHICH IS A FULL YEAR LATER THAN PREVIOUS EXPECTATIONS.

OUR NET LOSS PER SHARE ESTIMATES HAVE ALSO CHANGED. WE HAVE DECREASED OUR ESTIMATE TO ($3.79) FROM ($2.98) FOR THE 1998 FOURTH QUARTER, PRIMARILY REFLECTING THE EXPECTED DECREASE IN EBITDA RESULTS FOR THE QUARTER FOR 1999, WE HAVE DECREASED OUR NET LOSS PER SHARE ESTIMATE TO ($14.49) FROM OUR PREVIOUS ESTIMATE OF ($11.27). IN ADDITION TO THE DROP IN OUR EBITDA ESTIMATE, THE 1999 LOSS WILL ALSO BE IMPACTED BY INCREASED DEPRECIATION EXPENSES DRIVEN BY HIGHER CAPITAL INVESTMENT DURING THE YEAR AND BY INCREASED INTEREST EXPENSE RESULTING FROM BORROWING AGAINST THE LUCENT FINANCING ANNOUNCED LAST FALL.

WCII IS ENHANCTNG ITS LONG-TERM OPPORTUNITY WHILE SACRIFICING SHORT-TERM RESULTS.. WE CANNOT DENY THAT INTERNATIONAL CITIES OFFER~A HUGE UNTAPPED MARKET FOR COMPETITIVE LOCAL SERVICES. IN MANY COUNTRIES; LOCAL COMPETITION IS JUST STARTING TO DEVELOP; HENCE WCII CAN BE ONE OF THE FIRST ENTRANTS, ENHANCING ITS PROSPECTS FOR GAINING MARKET SHARE. ALSO, PRICING FOR HIGH SPEED PRIVATE LINE AND DATA SERVICES IS WELL ABOVE PRICING FOR SIMILAR SERVICES IN US MARKETS. AS A RESULT, WCII CAN EARN EVEN~BETTER MARGINS IN FOREIGN MARKETS THAN IT CAN IN THE US

IS WCII TRYING TO BITE OFF TOO MUCH? OUR BIGGEST FEAR WITH THE NTERNATIONAL STRATEGY IS THAT WCII COULD BE UNDERESTIMATING THE COMPLEXITY OF ENTERING MULTIPLE OVERSEAS MARKETS WHILE ALSO GROWING ITS US BUSINESS. WE HAVE ALREADY SEEN OTHER CLECS STUMBLE WITH ACQUISITIONS IN WHICH THEY TAKE ON TOO MUCH AT ONCE ALTHOUGH WINSTAR'S STRATEGY DOES NOT INVOLVE THE INTEGRATION ISSUES OF AN ACQUISITION, IT IS STILL AN AMBITIOUS PLAN. FORTUNATELY, THE COMPANY CAN RELY ON LUCENT'S PLANNING AND ENGINEERING RESOURCES Ta HELP IT ADDRESS THE OPPORTUNITY. WE WILL CLOSELY MONITOR WINSTAR'S PROGRESS TO ENSURE THAT IT DOES NOT MISS OUR REVISED ESTIMATES OR SLIP IN THE EXECUTION OF ITS PLANS WCII'S INTERNATIONAL STRATEGY MAKES WCII AN EVEN MORE SPECULATIVE INVESTMENT.

WHILE OTHER CLECS WE FOLLOW HAVE ALREADY REACHED POSITIVE EBITDA OR ARE EXPECTED TO REACH THIS MILESTONE IN 1999, WCII HAS POSTPQNED ITS EXPECTATIONS FOR EBITDA BREAK-EVEN UNTIL THE FOURTH QUARTER OF 2000 FROM THE FOURTH QUARTER OF 1999. WE FEEL THAT THE INTERNATIONAL STRATEGY OFFERS THE OPPORTUNITY FOR ENHANCED LONG-TERM VALUE IN WCII SHARES IN THE INTERIM, HOWEVER, THE COMPANY WILL REPORT SIGNIFICANT EBITDA LOSSES, TAKE ON ADDITIONAL DEBT AND INCREASE CAPITAL SPENDING.

WE ARE INCREASING OUR VALUATION TO $48 FROM $45 PER SHARE. WE HAVE INCREASED OUR PRICE OBJECTIVE FOR WCII TO $48 BASED ON THE IMPACT QF THE ACCELERATED ENTRY INTO 30 DOMESTIC MARKETS IN 1999 - 2000 PLUS THE IMPACT OF THE FIRST SIX OVERSEAS MARKETS. WCII PLANS ON OPERATING IN SYDNEY, TOKYO, PARIS, LONDON, AMSTERDAM AND BUENOS AIRES BY THE END or 1999. WE HAVE DEVELOPED WHAT WE FEEL ARE CONSERVATIVE ESTIMATES REGARDING THE OPPORTUNITY IN THESE MARKETS SINCE MANAGEMENT1S GUIDANCE TO DATE REGARDING THE OVERALL ADDRESSABLE MARKET OPPORTUNITY IN INTERNATIONAL CITIES HAS BEEN VAGUE. ALSO OUR DISCOUNTED CASH
FLOW MODEL REFLECTS CAPITAL INVESTMENT FOR OTHER INTERNATIONAL MARKETS BUT NO REVENUE STREAMS SINCE WE ARE NOT SURE WHAT OTHER MARKETS WILL BE ENTERED IN 2000.

WE WILL CONTINUE TO REFINE OUR VALUATION AS MANAGEMENT PROVIDES FURTHER GUIDANCE. WINSTAR'S MANAGEMENT IS EXPECTED TO PROVIDE FURTHER GUIDANCE REGARDING ITS INTERNATIONAL OPPORTUNITY IN ITS FOURTH QUARTER CONFERENCE CALL, WHICH IS SCHEDULED FOR MARCH 4, 1999. WE WILL REVISIT OUR VALUATION FOLLOWING THE CALL AND PROVIDE COMMENTS AT THAT TIME. IN LIGHT OF THE RECENT PULL-BACK IN WINSTAR SHARES, WE ARE CONTINUING WITH OUR BUY/SPECULATIVE RATING. WCII OFFERS A TREMENDOUS LONG-TERM OPPORTUNITY FOR INVESTORS TO PARTICIPATE IN THE GROWTH DRIVEN BY DEREGULATED WORLDWIDE TELEPHONE MARKETS AND WINSTAR'S EXPERTISE IN DEPLOYING WIRELESS BROADBAND TECHNOLOGY TO ADDRESS THESE MARKETS WE MUST CAUTION INVESTORS~ HOWEVER, REGARDING THE INCREASED LEVEL or RISK INHERENT IN THE COMPANY'S EXPANDED STRATEGY AND THE ONGOING VOLATILITY OF ITS SHARE PRICE.



To: SteveG who wrote (36)4/19/1999 4:33:00 AM
From: SteveG  Respond to of 1860
 
The Oppy WCII initiation of coverage [part 1] (again, not proofed
after OCRing, so trust detail specifics at your own risk. Report
clarification rqsts will gladly be addressed ASAP):

CIBC Oppenheimer
April 14, 1999
WinStar Communications, Inc.
Initiating Coverage with Buy
Harry E. Blount, CFA
Timothy Horan, OFA
Gregory N. Kobrick

Investment Conclusion
UNEDITED: In the interest of timeliness,
this report has been made available to our
customers before editing has been completed.
It will be replaced with an edited version
shortly

Effective April 14. We are initiating
coverage of WinStar Communications Inc
(WCII) with a Buy rating and a $66 price
target.

There is little doubt that the demand for
bandwidth is exploding and we believe that
winstar is positioning itself to be a major
beneficiary of the computing trends that are
driving bandwidth demand.

We believe that WinStar's end-to-end
broadband network strategy is sound and that
Winstar should increasingly be viewed as a
broadband enabling technology (BET) company.
We expect Winstar's high speed point to
point and point to multipoint wireless
technology to be one of the three dominant
broadband technologies in the local market
together with digital subscriber line (DSL)
and cable modem technologies.

We look for Winstar to post a CAGR of more
than 50% over the next three years,
excluding acquisitions due principally to:
1) rapid domestic and international
expansion; 2) its positioning in the fastest
growing market segments such as data
services; and 3) the overall increasing
demand for broadband enabling technologies
and the associated increasing bandwidth
demand of its customers.

EBITDA should also grow rapidly due to: 1) a
rising "on-network" percentage, catalyzed by
creative marketing programs such as Project
Millennium; 2) implementation of automated
provisioning systems; 3) decreasing network
costs as a percentage of revenue as a result
of a long-haul capacity agreement with
Williams that will, in effect, lock in
Winstar's capital costs on favorable terms;
and 4) a shift to higher-margin products.
winstar's business plan is funded through
2000, thanks to an aggressive
capital-raising strategy and WinStar's $2
billion strategic relationship with Lucent-
WinStar should achieve positive free cash
flow after capital expenditures by 2003.

*EBITDA is used as the proxy for cash flow.

Winstar is a consolidation play as the means for a long-distance provider to
bypass the regional Bell operating companies (RBOCs) to provide local service.
Over the last 24 months, all but a few of the national independent integrated
communication providers (ICPs) larger than winstar have been acquired by
larger telecom companTes.

INVESTMENT THESIS

We are initiating coverage of WinStar with a Buy. WinStar is one of the best
strategically positioned ICPs. WinStar is establishing an end-to-end
broadband network by achieving a 10% market share shift in voice in the
buildings in the markets that it operates. WinStar is establishing in excess
of 670 lines of capacity using point to point and over 2,000 lines of capacity
with point to multipoint, to targeted buildings that will result in breakeven
on capital deployed with the acquisition of one customer (the average customer
uses 20 lines)

WinStar provides many of the same services as incumbent local-exchange
carriers (ILECS) and traditional competitive local-exchange carriers (CLECS),
however the local loop (last mile) is not a physical connection. Rather, a
microwave link is established between the customer facility and the local
switching center. Unlike wireline TCPs, WinStar's time to market is thus
greatly accelerated and capital costs are significantly lower. Further,
WinStar can avoid some or all of the interconnection fees charged by ILECs for
access to the local loop. Arguably, wireless service providers like WinStar
provide the quickest, cheapest and fastest solutions to the local area
bottleneck and we believe WinStar will continue to successfully tap into the
more than 750,000 commercial building market in the U.S., only a very small
percentage of which have broadband connections.

Winstar's revenue growth should be driven by the company's: 1) rapid domestic
and international expansion; 2) its positioning in the fastest growing market
segments such as data services; and 3) the overall increasing demand for
broadband enabling technologies and the associated increasing bandwidth demand
of its customers. We look for WinStar to post about a 55% CAGR over the next
three years with data revenue growing at a minimum of 100% CAGR, local
services at approximately 50%, and information services at approximately 30%
We expect international sales to contribute meaningfully to revenues by 2000
and to grow at a CAGR exceeding 100%.

We believe Winstar's EBITDA margins will grow from a negative margin to
approximately 10% by 2001. Our optimism is premised on the fact that
management is focused on selling on-network access lines spearheaded by
Project Millennium, is transitioning out of certain low-margin products lines,
is about to make significant strides in lowering its network costs as a
percentage of telecom revenue, and is migrating to common MIS platforms that
will reduce costs and increase management visibility.

Project Millennium is the centerpiece of management's intense focus on selling
on-network access lines, which can carry gross margins of 60%-70% versus less
than 15% for resold lines- The Project Millennium marketing campaign features
up to a year of free local phone service for new WinStar customers in 1,000
newly-connected commercial buildings in 13 of 30 markets. The company has
made great strides with Project Millennium and significantly all Project
Millennium sales are on-net. In just the first two months of the Millennium
promotion, November and December, WinStar moved more than 7% of the market
share in the Millennium buildings from the incumbent exchange carriers to
WinStar. This is quite a significant first step considering the company's
stated long-term building penetration goal is approximately 11%.

Significantly, Project Millennium has led to the tripling of the company's
first visit close rate with prospective customers. Furthermore, we already
know that in the first two weeks of February in New York City, WinStar's most
mature market, WinStar took orders for LEC resale facilities for just 6% of
its lines sold. This is a dramatic reversal of the previous year when 80% of
new lines across WinStar's markets required the resale of LEC facilities.
Finally, the company has also reported that during the first two months of the
program 60% of the Millennium customers signed three-year agreements. These
customers should be ripe for upselling enhanced services as the world becomes
increasingly bandwidth intensive and clearly, by the long-term nature of the
agreements, the company should experience lower churn and higher margins

We expect waves of Millennium type programs over the coorse of the next
several months, which should drive WinStar's on-net percentages up further. We
wish to highlight that the company's reported end of year 20% on-net and 40%
on-switch statistics, do not account for Millennium buildings since those
buildings are being provisioned during 1099. Margins shonld improve steadily
throughout 1999, even with rapid network expansion and the continuation of
Millennium-type programs.

Winstar's business model seems to be squarely on track, with its mature
markets showing reduced EBITDA losses during 1998 and with the New York City
market, winstar's largest and most mature market, being EBITDA positive for
the entire 4Q98.

The ICP sector's long-term prospects should also benefit WinStar. We estimate
the addressable ICP business market at approximately $93 billion. The market
segment is experiencing strong volume and revenue growth (12%-plus and 8%,
respectively) and declining unit costs. Furthermore, business customers are
extraordinarily profitable due to the diffused focus of the ILECs on the small
business segments. WinStar, like many other CLECs, has also increasingly
focused on a bundled product offering of local, long-distance, and data and
enhanced services and we believe therefore that it is appropriately called an
integrated communication provider (rap).

We believe the ILECS will lose 5% of customer market share per year. The ICPs
should capture a significant portion, translating into at least $3 billion per
year in incremental revenues.

As occurred in the long-distance market, we believe the highest investment
returns will be generated by the emerging providers, rather than the
incumbents.

The bundled product offering of the raps allows them to leverage fixed assets,
generate greater revenue per line, higher margins, lower churn, and a higher
return on assets. Furthermore, bundling will be a source of competitive
differentiation until the RBOCs are allowed to provide long-distance
in-region. Even after that time, as discussed further below, we believe
WinStar will be able to differentiate itself from the RBOCs by, among other
things, offering its target customers (small and medium-sized businesses) more
personalized face-to-face, service and solutions as part of its
building-centric approach.

We expect significant investment "winners" to continue to emerge from the
sector. Not all ICPs are created equal, and the definition of a ICP is
changing rapidly. We favor raps that are pursuing profitable niche strategies
including: 1) data (e.g., intermedia) 2) fixed wireless (e.g., Winstar and
Teligent) and 3) international (e.g., Global Telesystems).

Stock selection is critical. There are currently over 20 publicly traded
ICPs. Given the attractive industry fundamentals, the question for portfolio
managers is not whether they should commit funds to the sector, but how much
and to whom. As a general statement, we favor the ICPs that possess the
majority of the following characteristics:

1.) Local facility-based infrastructure largely completed
2.) Well positioned in the fastest growing market segments
3.) Strong internal on-network access line growth
4.) Established, scaleable, integrated back-offices
5.) Data-knowledgeable salesforce capable of selling integrated solutions
6.) well-funded balance sheet
7.) scarce or franchise assets


We believe that WinStar will emerge as one of the "winners" because it enjoys
an attractive combination of these characteristics. The flexibility of
wireless access technology permits provisioning of smaller buildings that are
not economic for the installation of fiber optic lines. WinStar does not have
to lay underground fiber to establish broadband connections to customer
buildings

Winstar is the largest holder of wireless spectrum in the U.S. WinStar owns
licenses predominately in the 38 Ghz band in 120 major markets, including the
top-6O, covering over 200 million Pops and an estimated 80% of the country's
business access lines. WinStar also successfully bid on 15 licenses in 28 Ghz
LMDS auctions, where it acquired 16.8 million POPs. Winstar's spectrum
holding not only supports its end-to-end broadband strategy but presents a
barrier to entry to aspiring market entrants.

While WinStar owns spectrum in 120 major markets, WinStar operates in 30
markets. WinStar plans to double the U.S. reach of its broadband network to
60 major markets over the next two years and to serve an additional 50 major
international markets within five years.

WinStar's plans are ambitious and, although. there is certainly execution risk,
we believe the risk is mitigated by a highly experienced management team and
various other factors including its: 1) extensive ownership of spectrum; 2)
impressive headway in securing the critical building access rights necessary
to build out broadband wireless networks; 3) ability to install wireless
radio equipment and establish a broadband last mile connection to a customer
building within a few weeks after obtaining building access; 4) scaleable
technology with which it can create wireless broadband connectivity to a
building at a fraction of the cost of a fiber link; and 5) its ability to
generally match capital expenditures with revenue generating customers.

A wireless versus a fiber buildout offers clear economic advantages as the
cost of constructinq a wireless last mile connection is significantly less
than the cost of creating the same connection using fiber Further, the
overwhelming percentage of construction costs for wireless is attributable to
technology, whereas only a small percentage is attributable to labor.
Accordingly, the company's cost of establishing broadband last mile
connections to buildings using wireless service is falling as an increasing
number of vendors are manufacturing wireless radio equipment and as more
advances are being made in radio technology. We expect these trends to
continue and in fact be accentuated in light of the recently introduced
point-to-multipoint (PMP) technology which will cut the capital cost of adding
a subscriber roughly in half by eliminating one of the two radios necessary to
complete a "link".

Winstar should also benefit from what we expect to be the evolution of a
business customer's needs from principally voice services to high-speed data
and multimedia and video conferencing. We believe winStar will have the
ability to scale the amount of bandwidth to the customer, enabling it to
capture incremental revenue in these fast growing market segments with little,
if any, incremental cost. Central to the scalability of WinStar's broadband
network, is its "Wireless Fiber" which uses the 38 GHz, 28 Ghz and other
portions of the radio spectrum to carry voice, data and video transmissions.
Its wireless technology services can provide fiber-quality transmission at
speeds more than 350 times faster than ISDN and far greater than DSL
(currently point-to-point supports speeds of up to 45 megabits/second and by
2H99 PMP should support 155 megabits/second) - It is an attractive alternative
to T-1 lines (leased phone lines), as it is less expensive and provides
equivalent or even greater bandwidth.

WinStar should benefit from the "parachutting" or "airdropping" of personal
computers to the desktop. With increased computing power due to the evolution
of processors - Pentium I, to II, to III - and the development of advanced
applications, more sophisticated networks will be required to enable PCs to
run applications such as streaming video or eventually full motion interactive
video. WinStar is focused on providing the network connections and
professional services to small and medium sized businesses that will enable
these businesses to benefit from such applications.

Winstar currently has over 4,200 roof rights and should reach over 8000 by
year-end. WinStar has 23 switches in the ground currently (and over 100 data
switches) with approximately 20% of all access lines on-net and 40% of lines
on-switch. Therefore, most of WinStar's revenue is still derived from the
lower margin resale business. This is changing. As discussed above, through
programs such as "Project Millennium," the company has begun to intensify the
focus of its sales and marketing efforts on customers located in buildings
connected to its local broadband network. These efforts should result in
higher margins as its local broadband networks continue to expand and a
greater percentage of its customers are located in on-net buildings.

Over the course of 1998, WinStar entered into two agreements to purchase fiber
capacity, in July 1998 with Metromedia Fiber and in December 1998 with
Williams. These agreements provide WinStar with a substantial portion of the
intercity fiber necessary to interconnect its local broadband networks; a
large amount of intracity fiber in six major cities in the nnited States,
which WinStar will use to interconnect its hub and switch facilities in such
cities; available capacity for future growth; and reduced costs related to the
transmission of the company's long-haul traffic and intracity back-haul
traffic.

We expect gross margins to run in the 15-20% range in the first quarter of
1999 and improv'e by the fourth quarter to 35-40%. This improvement will occur
as WinStar dri~res a higher percentage of traffic onto its network and realizes
the positive impact of both the Metromedia and Williams agreements on its
long-haul costs. We note, however, that part of this dramatic improvement in
gross margins is attributable to the fact that network costs incurred under
these agreements will be capitalized and therefore not included in costs of
services.

Finally, thanks to an aggressive capital-raising strategy and WinStar's
strategic financing arrangement with Lucent, WinStar has sufficient capital to
fund its business plan through at least 2000. As of December 31, 1998, WinStar
had approximately $208 million in cash, and $105 million in short term
investments. The cash position has since been strengthened with the sale of
4.2 million shares of stock in February, adding an additional $167 million to
its cash position, which was approximately $375 million as of the end of
February. As discussed in detail below, the agreement with Lucent provides an
up to $2 billion in additional vendor financing over the next five years.

VALUATION

Over the last three years, three other national ICPs (MFS, Brooks, and
Teleport) have been acquired at 5x-7x gross PPE to 18x-33x latest 12-month
revenue. If we look at a broader universe of regional and national
acquisitions, ICPs have been acquired for a median of 4.9x gross PPE and l8.2x
latest 12 month revenue. Finally, regional ICPs have been acquired for 3.4x
gross PPE and 7.9x latest 12-month revenue. WinStar is currently trading at
6.Ox gross PPE and 14.3x annualized latest-quarter revenue.

While the Street has historically valued ICPs on multiples of property, plant
and equipment, we do not believe this metric is valid. In the absence of
earnings, we believe discounted cash flow analysis is more appropriate (see
Exhibit 1) and also consider enterprise value multiples to revenue and EBITDA.

Exhibit 1 - Discounted Cash Flow valuation

WinStar is currently trading at a premium to the industry median of
comparables based on enterprise value to latest-quarter annualized revenue
(see Exhibit 2), but a discount to the mean. We believe the industry median
is the more accurate measure and the premium reflects investor confidence in
WinStar's favorable long-term growth prospects. We note that among the
universe of fixed wireless providers, including Teligent and Advanced Radio
Telecom, WinStar is trading at a significant discount based on the enterprise
value to latest-quarter annualized revenue metric.

Exhibit 2 -- Industry Comparables

Exhibit 3 - - Broadband Enabling Technologies Comparable Company Table

As Exhibit 4 shows, WinStar is also trading at the mid-range of its historical
trading range.

Exhibit 4 WinStar Price to Multiple of Enterprise Value/Last Quarter Revenue
Annualized

Source; FactSet, CIBC Oppenheimer.

RECENT DEVELOPMENTS

We would like to highlight several recent developments that we expect to have
a particularly significant impact on the direction of WinStar.

Strategic Relationship with Lucent
The cornerstone of winstar's aggressive expansion plans is its strategic
relationship with Lucent. In October 1996, the two companies entered into a
$2 billion long-term strategic supply and financing relationship. WinStar
agreed to purchase Lucent equipment for a significant portion of the
components needed for its network, to the extent this equipment represents the
"best-of-breed~ in the marketplace Ci.e. the best and most cost-effective with
regard to the particular requirernents of the network) . The company reports
that it is paying less than list price for the equipment purchases. In
addition, if Lucent's equipment is not the best-of-breed, WinStar may purchase
up to 35% of its network components from other vendors through Lucent or
directly from such vendors. Lucent would finance up to 35% of network
components from other vendors.

As of December 31, 1998, WinStar had borrowed $77.5 million under this
financing arrangement at a floating annual interest rate at 8% (Libor + 350
basis points). Management indicated during its 4Q98 conference call in early
March that the number was then just north of $100.

Under WinStar's direction, a team of Lucent professionals is to provide
WinStar with design, engineering, deployment, installation and other services
in connection with the buildout of Winstarts network domestically and abroad.
Lucent will also provide WinStar with other assets and services such as access
rights to buildings it controls and certain services of its Bell Labs testing
facilities.

The importance of WinStar's relationship with Lucent can hardly be
overemphasized. Not only will WinStar benefit from the breadth of Lucent's
product lines and its expertise in designing, building and turning networks,
but the Lucent deal should provide WinStar with enough capital to execute it
aggressive expansion plans well beyond the year 2000 when we estimate WinStar
will be EBITDA positive. Without the Lucent relationship, WinStar would
likely have had to scale back its aggressive expansion plans and possibly
forfeit its chance to be an early market entrant in its target markets.

WinStar International: Exploiting Early Market Advantage

WinStar sees significant opportunities in the international telecommunications
market. Its belief is premised on the notion that the rapidly growing demand
for high-speed communications capabilities is a global phenomenon and that,
even more so than in the United States, a large majority of commercial office
buildings in major cities abroad are not directly connected to fiber or any
other broadband alternative. We believe WinStar's strategy is sound and
evidences foresight. However, as further discussed in our Risk Factor
section, the regulatory and execution risks of this leg of WinStar's buildout
is high, although WinStar has taken prudent steps to minimize such risk.

WinStar plans to build Wireless Fiber-based local networks and to sell
communications services in six overseas markets by the end of 1999 and 50
overseas markets by the end of 2004. These 50 markets are located primarily in
Western Europe, the Asia/Pacific region and the Americas. Its initial target
markets include Amsterdam, Buenos Aires, London, Paris, and Tokyo.

Initially, WinStar intends to establish a direct sales force to sell data
transport services, Internet access and nonswitched voice services to large
commercial customers in its targeted overseas markets. Since data switching
equipment is smaller and significantly less expensive than that used for voice
traffic, the capital requirements for starting a data transport business are
less than for a voice telephone business. Moreover, the current prices and
profit margins on sales of data services in WinStar's target international
markets are substantially higher than those in the United States. In
addition, WinStar avoids the long lead time required to deploy Voice switches
and to enter interconnection agreements. Finally, the regulatory environment
is generally more favorable (less restrictive) for data services versus voice.

In Europe, WinStar is already building out Amsterdam and has recently been
granted a nationwide grant of spectrum in the 38 Ghz bane in the United
Kingdom, including London, WinStar's fourth-largest targeted international
market. WinStar has also filed for commercial licenses in Gertaany and France.
With the grant in February of a fixed wireless access radio license and
spectrum in Japan and the United Kingdom grant, WinStar has now acquired
spectrum license in four of its top 10 targeted international markets: Tokyo
- No. 1, Osaka - No. 2, London - No. 4, and Buenos Aires - No. S.

While WinStar has aggressively pursued international expansion, it has not
proceeded with an "expand at any cost" mindset. Rather, it appears that
WinStar has proceeded prudently in acquiring spectrum. In the case of the
spectrum grant in Japan, as part of a joint venture with KDn Corporation and
Sumitomo, WinStar obtained spectrum at no cost to the joint venture. Also
illustrative of WinStar's measured approach was the company's stepping away
from the auction block in Australia when bidding exceeded WinStar's target.

Once WinStar obtains sufficient spectrum in its overseas markets, we expect
WinStar to forge overseas relationships, like it has with Metromedia and
Williams in the U.S. to provide end-to-end broadband service in its
international markets. We also expect WinStar to leverage its strategic supply
and financing relationship with Lucent.

Acquisitions

WinStar's recent acquisitions reflect its evolution from a CLEC to an TCP and
a provider of high-speed broadband access. Two strategic acquisitions in
1998 included coodflet and MIDCOM Communications. While both acquisitions
expanded WinStar's Internet services product offerings, we believe the company
must become more aggressive in the Web-hosting space to drive demand for its
high-speed access business.

In January, 1998, WinStar acquired Telesoft's Internet services subsidiary,
Goodnet, for a purchase price of approximately $22.0, Goodnet, a national
provider of Internet services, offering high-capacity data communication
services, has a revenue run rate in excess of $100 million.

We find the merger strategically significant in that 1) it increased traffic
on WinStar's networks; and 2) it improved WinStar's Internet capabilities so
it could offer an industrial-strength Internet product on top of its
frame-relay and other data/broadband products.

We believe this merger has proven beneficial, from both an operating and
marketing standpoint, primarily because it enables WinStar to provide business
users a cost-efficient bundled communications package. A strong data/internet
product makes it easier to gain access to business customers and leverage the
contacts by bundling these products with voice products (both local and
long-distance).

Also in January 1998, WinStar completed its $92 million purchase of MIDCOM, a
provider of long distance voice and data telecommunications services primarily
to small and medium-sized businesses, most of which are located in major
metropolitan areas of California, Florida, Illinois, New York, Ohio and
Washington.

The acquisition not only provided WinStar with an existing revenue base but
also a customer base to which it may market local service. As part of the
MIDCOM deal, WinStar also acquired the assets of PacNet, which included frame
relay Pops in 20 markets. PacNet is also a member of Unispan, a consortium of
frame-relay carriers, which gives WinStar access to frame-relay services
throughout the U.S. and internationally.

In April 1998, WinStar purchased 3.3 million shares of Advanced Radio Telecom
from private investors for shares of WinStar stock. The deal valued ART
shares at $17.39 per share. WinStar issued 1.525 million shares in the deal,
which resulted in a 14.9% ownership of ART. WinStar's ownership currently
stands at 12.9%, after accounting for ART's recent spectrum acquisitions in
exchange for its stock.



To: SteveG who wrote (36)4/19/1999 4:39:00 AM
From: SteveG  Respond to of 1860
 
Oppy on WCII [part 2]

REVENUE GROWTH

We look for WinStar to post about a 55% CAGR over the next three years with
data revenue growing at a minimum of 100% CAGR, local services at
approximately 50%, and information services at approximately 30% . We expect
international sales to contribute meaningfully to revenues by 2000 and to grow
at a CAGR exceeding 100%. We note that WinStar derives a de minimus portion
of its revenue from reciprocal compensation. Our model assumes no future
reciprocal compensation paytnents or additional acquisitions.

CLEC Services

CLEC service revenues, which include local, long distance, and data services,
have historically been primarily driven by the number of customer lines
installed and in service. These lines may be classified as either local,
comprising approximately 60% of the lines, or long distance or data, each
accounting for approximately 20%. Customers generally are billed a flat
monthly fee and/or a per-minute usage charge. As the CLEC revenue mix shifts
from predominantly voice to data, revenues will increasingly be driven by
customer connections and bits across a connection.

Based on revenues generated through December 1998, CLEC service revenues
reached an annual run rate in excess of $209.0 million compared with
approximately $46.0 million based on revenues generated in December 1997,
This revenue growth was led by strong Tine orders and installations. During
l99S, we saw a dramatic 292% increase in total lines, with installed lines
reaching 319,000. Tn 4098 alone, WinStar installed Sl,000 lines, with
approximately 30% of the lines being on-net. The revenue per line in 4Q98 was
approximately $50, which is about where it had been over the prior few
quarters. Where customers take local and long distance services
revenue/line/month approached $75.

We estimate that WinStar will generate $365 million in CLEC service revenues
in 1999. we look for customer lines to grow to S65,000 at the end of 1999+
Customer line growth should be driven by WinStar's continued national sales
and installation of local, long distance and Internet services to small and
medium size business customers, existing customer base, along with the rapidly
expanding broadband and large account business units and certain acquisitions.

Data services revenues generally are billed as a flat monthly charge for
capacity ordered. Revenue growth depends upon WinStar's addition of new
customers in existing markets, its sale of bundled services, its expansion
into new markets and its introduction of new services, such as broadband data
transmission and video conferencing.

We expect data services to become an increasing percentage of CLEC revenues
with the proliferation of local area networks and wide area networks, Internet
services and video enhanced services. We estimate that data services as a
percentage of total revenue will grow from approximately 25% in 401998 to
about 50% in 2002, at more than 100% CAGR over the next three years. The
ability to access and distribute data and other information quicicly is
critical to business, education and government entities. By utilizing
WinStar's broadband local networks and national data transport backbone,
WinStar should be able to deliver broadband data services to businesses and
other high-capacity users.

WinStar offers its customers a wide range of data telecommunications services
including Internet access services, dedicated and dial-up, as well as web
hosting and collocation services. A large portion of its Internet access
business is as a national services provider, providing Internet access to
other ISPS through its national Internet backbone.

Information Services

We forecast that Information Services revenues will grow approximately 20% in
1999 to $64 million. Information Services focuses on providing media content
to the broadcasting and computer industries.

Specifically, Information Services revenues consist of: (1) sales of content
and related services to traditional customers, such as cable networks and
radio stations; (2) sales to new media distribution channels, such as on~line
services; (3) advertising sales and (4) the bundling of content with WinStar's
telecommunications services. Revenues also are driven by the amount and
quality of WinStar's available program rights during each quarter and some
seasonality of sales, which affect quarter-to-quarter comparability.

We expect information services revenues to increase as WinStar expands its
information service offerings and cross-sales of these services to its CLEC
customers. With what we see as the continuing convergence of access and
content, we do not believe that WinStar will completely spin out this business
in the near term -- as some market observers have predicted - - to concentrate
on its core telecommunications business. Rather, we expect the company to
look for ways to unlock value in the business by perhaps partnering with a
portal company or monetizing part of the business.

WinStar International

WinStar has set aggressive goals for expanding internationally As discussed
further on p. 26, WinStar plans to build local networks and to sell
communications services in six overseas markets by the end of 1999 and 50
overseas markets by the end of 2004. These 50 markets are located primarily in
Western Europe, the Asia/Pacific region and the Americas. Its initial six
target markets are Amsterdam, Buenos Aires, London, Paris, Sydney and Tokyo.
The company expects the major portion of the international revenue stream to
derive from data services. Significantly, almost 100% of installed lines are
expected to be on-net.

WinStar's Sale to Williams of Capacity

The large amount of spectrum WinStar has acquired will allow it not only to
provide broadband services to its customers, but also to provide valuable last
mile connectivity to other service providers for use in extending their own
networks. Thus, in December 1998, WinStar sold Williams a 25-year IRU
(indefeasible right of use) for up to 2% of WinStar's current and future local
Wireless Fiber capacity in the United States. Williams will pay WinStar $400
million for this IRU, with payments due ratably as WinStar constructs up to
270 hub sites. WinStar expects to complete construction of at least 270 hub
sites over the next four years. In addition, Williams will pay WinStar at
least $45.6 million over a ten-year period for network maintenance services
that WinStar will provide over the term of the IRU.

We note that WinStar views the recent agreement between Williams and SBC,
whereby Williams will serve as SEC's preferred provider for all domestic U.S.
transport services as a validation by SBC of WinStar's wireless capabilities.
In markets outside of SEC's region, SEC will rely on WinStar to provide SEC,
through Williams, with last wile connectivity on WinStar's network.

The 4Q98 results of WinStar's sale to Williams reflects a conservative
accounting treatment of the transaction, with both revenue and EEIDTA spread
over the 25-year life of the agreement. Under this approach, WinStar booked
less than $150,000 of revenue to 4Q98. WinStar would prefer to treat the
transaction as the sale of an asset and is in the process of pre-clearing this
treatment with the SEC. If the transaction is accounted for as the sale of an
assets, then WinStar would see about $80-$85 million in additional revenue
upside for 4Q98, and EEITDA upside of $6S-$70 million. The company expects
this issue to be resolved over the next month.

Government Services

The government services market has recently opened up for WinStar, as well as
other ICPs, with a U.S. Court of Federal Claims ruling rejecting the federal
government's decision to limit multimillion-dollar federal telecommunications
contracts to a single awardee.

The U.S. General Services Administration, through its Metropolitan Area
Acquisition (MAA) program, provides the basis for the purchase of local
telecommunications services by federal agencies in more than 40 major markets
across the United States. The first MAA contracts will be for local
telecommunications service in the Chicago, New York City and San Francisco
areas with an estimated value up to $600.0 million. WinStar has bid on all
three contracts. We believe that WinStar is well positioned to compete for a
portion of these and other federal government contracts, such as the
Washington Interagency Telecommunications Service contract, because of the
flexibility and broadband capacity provided by its wireless services.

Nevertheless, to be conservative, we consider any government services revenue
contribution upside to our model.

IMPROVING PROFITABILITY

We believe WinStar's EBITDA margins will grow from a negative margin to
approximately 15% by 2001. Currently, WinStar's costs may be divided into
three principal categories: 1) transport costs, which are almost all third
party costs, e.g, private long haul lines, and account for approximately 45%
of costs of services; 2) payments to RBOCs for leasing of lines, which
accounts for approximately 40% of costs of service; and 3) engineering,
expansion costs and provisioning, which account for about 151 of the costs.

Our optimism that WinStar will be able to improve its margins significantly is
premised on the fact that management is focused on selling on-network access
lines spearheaded by Project Millennium, is transitioning out of certain
low-margin products lines, is about to make significant strides in lowering
its network costs as a percentage of telecom revenue, and is migrating to
common MIS platforms that will reduce costs and increase management
visibility.

Project Millennium

Project Millennium is the centerpiece of management's intense focus on selling
on-network access lines, which can carry gross margins of 60%-70% versus less
than 15% for resold lines. The Project Millennium marketing campaign features
up to a year of free local phone service for new WinStar customers in 1,000
newly-connected commercial buildings in 13 of 30 markets. The company has
made great strides with Project Millennium and significantly all Project
Millennium sales are on-net. In just the first two months of the Millennium
promotion, November and December WinStar moved more than 7% of the market
share in the Millennium buildings from the incumbent exchange carriers to
Winstar, This is quite a significant first step considering the company's
stated long-term building penetration goal is approximately 11%.

We expect waves of Millennium type programs over the course of the next
several months, which should drive Winstar's on-net percentages up further. We
wish to highlight that the company's reported end of year 20% on-net and 40%
on-switch statistics, do not account for Millennium buildings since those
buildings are being provisioned during 1Q99. 1Q99 margins should improve
steadily throughout 1999, even with rapid network expansion and the
continuation of Millennium-type programs. We already know that in the first
two weeks of February, WinStar took orders for LEC resale facilities for just
6% of its lines sold. This is a dramatic reversal of the previous year when
80% of new lines required the resale of LEC facilities.

WinStar's business model seems to be firmly on track, with its mature markets
showing reduced EBITDA losses by year end and with the New York City market,
WinStar's largest and most mature market, being EBITDA positive for the entire
4Q98. The company has said that more than 40% of December 1998 line orders
came from designated Project Millennium buildings. In New York City, 93% of
November line orders came from business in on-net WinStar buildings. Thus,
after its eighth quarter of operations in New York, the company has
successfully placed 55% of its customer lines on-net and generated positive
EBITDA. We, like the company, view the results in New York as evidence that
its business model works and agree that as WinStar achieves a critical mass of
network in other markets, they too will become EBITDA-positive. We believe,
however, that there are certain cost efficiencies in the New York market, such
as the relative density of customers and proximity of buildings that cannot be
matched in cities such as Los Angeles or Dallas and these cities will take
longer to become EBITDA positive.

Not only should margins improve because Millennium sales are on-net, but also
because the Millennium program fosters long-term arrangements that should
provide an opportunity to upsell enhanced services. Under Millennium,
customers are offered one-, two-, or three-year arrangements, with
approximately one-third of the contract term free. The company has reported
that during the first two months of the program 60% of the Millennium
customers signed three-year agreements. We agree with the company that these
customers will be ripe for upselling enhanced services as the world becomes
increasingly bandwidth intensive and clearly, by the long-term nature of the
agreements, the company should experience lower churn and higher margins.

Our optimism that WinStar's margins will expand dramatically in 2001 is
premised on several other factors:

The company is transitioning out of certain low-margin products lines such as
residential long distance and consumer products. As of year-end 1998, WinStar
is completely out of these businesses. Other lower margin businesses are also
being pruned or discontinued;

WinStar is about to make significant strides in lowering its network costs as
a percentage of telecom revenue; we look for this percentage to fall from
approximately 80% in 1998 to approximately 44% long-term. WinStar's recent
deal with Williams Communications should go a long way toward lowering network
costs. Under its agreement with Williams, WinStar purchased a 25-year IRU to
four fiber strands, each on a national route encompassing 14,694 route miles
(58,736 fiber miles), and a seven-year option to purchase two additional
strands over the same route (29,369 fiber miles). WinStar will pay Williams
approximately $640.0 million (in fixed payments of approximately $7.5
million/month) over the next seven years for the IRU, the capacity option,
certain long-haul transport and other network assets. As discussed further on
page 34, the agreement, in effect, will enable WinStar to lock in its capital
costs for long haul capacity - - at roughly its current cost - - while at the
same time enable WinStar to drive multiples of its current volume of traffic
onto Williams' network. WinStar's payments to Williams for its network
services will be capitalized and amortized over 25 years.

3) WinStar is migrating to common MIS platforms that will reduce costs and
increase management visibility.

Exhibit 6 - - Customer Service Organization

WinStar's MIS is being architected to separate its applications from its
customer data and standardizing the data to make it accessible to all internal
and partner applications.

CORPORATE PROFILE

WinStar Communications, headquartered in New York City, went public in 1991.
Since then it has expanded its services into switched voice and Internet/data
services and expanded its geographic coverage to the top 30 U.S. markets with
plans to cover the top 60 by 2000, and 50 international markets over the next
five years.

WinStar has structured its business around five core principles: 1) the demand
for broadband is accelerating; 2) the local network is the bottleneck, 3)
customers seek customized end-to-end broadband solutions; 4) there is a global
need for broadband capacity in the local loop; and 5) an increased focus on
high-margin businesses with outstanding opportunities for growth. As a
result, the company has developed core competencies in the areas we think most
critical to success in the increasingly competitive telecommunications
industry.

Much of WinStar's broadband strategy emanates from the fact that of the more
than 750,000 commercial buildings in the United States, only a very small
percentage of these buildings have broadband connections. These broadband
connections are typically made using fiber. Construction of last mile fiber
connections, however, has slowed substantially in the last few years as
fiber-based carriers are determining that the extension of fiber to many of
the buildings in any given local market is not economically justified because
of the significant cost of deployment. The overwhelming percentage of total
construction costs for last mile fiber is attributable to labor, with only a
small percentage of such total costs attributable to technology. Since labor
costs tend to increase over time, WinStar believes that it will become more
expensive to connect the majority of commercial buildings with last mile
fiber.

Local Broadband Network Strategy

WinStar believes that its wireless access local broadband networks offer a
solution to the increasing need for bandwidth to a larger addressable market
than fiber or copper-based connections. Winstar is able to bring broadband
last mile connections to the substantial majority of buildings in each of its
markets, and focus on those that do not have last mile fiber or which do not
justify the cost of last mile fiber.

An integral part of WinStar's local broadband networks is its "Wireless
Fiber", which uses the 38 GHz, 28 GHz and other portions of the radio spectrum
to carry voice, data and video transmissions. Its Wireless Fiber services can
provide fiber-quality transmission at speeds more than 350 times faster than
ISDN, the fastest service currently in general use on legacy networks. The
company believes that in order to effectively use wireless spectrum for the
commercial provision of broadband communications services, a provider must
have access to a large amount of spectrum in each of the markets where it
operates. WinStar holds licenses that provide it with the largest amount of 38
GHz radio spectrum in the country, as well as a large amount of 28 GHz
spectrum and other various spectrum rights. The company's spectrum holdings
cover markets encompassing more than 200 million people and more than 80% of
the business market in the United States.

We believe that WinStar's broadband strategy is sound. There is no doubt that
the demand for bandwidth is exploding. At the same time, new technologies are
beginning to be deployed that will allow greater access speeds, and increased
competition is driving down access costs. The combination of increased
demand, improved access technology, greater competition and government-guided
reductions in access charges will allow for continued revenue growth and
significant declines in local transport and access costs. As a result, we
believe costs will fall faster than revenue, allowing telecommunication
companies to, at a minimum, maintain margins.

Demand for bandwidth will grow exponentially due to the multiplicative effects
of more PCs, faster access speeds1 the growth of the Internet, and other
computing trends such as the increased bandwidth intensity of messaging.
Exhibit 7 illustrates these trends.

Exhibit 7 -- Computing Trends Drive Demand for Bandwidth

As Exhibit 8 shows, the increased affordability of personal computers is
driving double-digit unit growth worldwide.

Exhibit 8 Worldwide PC Shipments

Source: International Data Corporation



To: SteveG who wrote (36)4/19/1999 4:41:00 AM
From: SteveG  Read Replies (1) | Respond to of 1860
 
Oppy on WCII [part 3]

A number of higher-speed technologies are beginning to be deployed that will
improve customer access to the Internet. Some of these technologies include
fixed wireless (WinStar, Teligent, ART), Digital subscriber Lines (XDSL)
(Covad, Northpoint), and high-speed cable modems (@Home, Roadrunner). These
technologies offer greater bandwidth and more speed at a lower overall cost
per kilobit than the existing infrastructure copper infrastructure. We
believe wireless access technology and cable modems will play a significant
role in the residential market while xDSL and fixed wireless will play a
significant role in the business market.

The increased availability of faster access speeds to business and residential
consumers should drive continued rapid growth in the number of Internet users.

Exhibit 9 - - Internet Hosts

Finally, the intensity of electronic messaging is increasing. E-mail is
already traveling over data networks, and the size of these messages has been
increasing as more and more have data files attached. As the Internet moves
from a vehicle primarily used for e-mail and basic Web graphics to a more
mainstream viewing medium with full-motion video, the bandwidth demand per
user could grow over 75-fold.

Exhibit 10 - - Bandwidth Demand
Sales and Marketing

WinStar utilizes a "building-centric" focus towards its sales and marketing.
We believe this is a highly efficient vehicle for accelerating growth.
Indeed, WinStar currently has roof rights to over 4,200 buildings nationwide
and should reach 8,000 roof rights by year-end. WinStar has over 15,000
customers.

WinStar markets its services through combinations of direct sales, television,
print and other media. WinStar has three different salesforces: general
account, large account, and broadband data overlay. WinStar's sales force
has grown from less than 100 in 1994 to approximately 500 today. Sales
offices have grown from a handful at the end of 1996 to 30 today.

WinStar's general account salesforce, which numbers about 350-375 salespeople,
focuses on small to medium-size business. The salesforce is compensated on a
salary and commission basis, with a roughly equal mix of compensation if quota
levels are met. We do expect modest near term growth in this salesforce
although we expect the company to share general account salespeople across
different markets.

WinStar's large account salesforce focuses on large businesses and Government
customers and numbers about 50-75 salespeople. This salesforce is compensated
with a higher base salary than the general account salesforce and salespeople
may receive bonuses of up to 50% of salary. we expect the large account
salesforce to increase to about 100 by year-end 1999.

The broadband data overlay salesforce focuses on selling WinStar's data
service products. This salesforce, currently about 75-100 salespeople, is
expected to expand significantly to 125 people by the end of 1999, and should
help tap the rapidly growing data services market.

WinStar primarily targets customers located in "on-net" buildings. In the
past, WinStar entered a new market by reselling the services of the incumbent
providers to its customers, intending to transfer these customers to its local
broadband network once deployed. Now that the company has reached what it
considers to be a critical mass of network and an almost fully developed
salesforce, the company has recently intensified its sales and marketing
efforts on customers located in buildings connected to its local broadband
networks (on-net) . In other words, WinStar is increasingly selling behind
the network so that a customer can be put on-net from day one, and there is
thus no need to resell and then migrate the customer. We expect these efforts
to result in greater profitability as the company's local broadband networks
continue to expand and a greater percentage of its customers are located in
on-net buildings.

As part of this objective, WinStar uses various creative marketing strategies
to expand its customer base in newly wired buildings. One such program is
"Project Millennium," described earlier, which is currently being offered to
businesses located in approximately 1,000 buildings in 13 of WinStar's
existing markets. Under Project Millennium, first-time customers who sign a
one-, two- or three-year service contract, receive up to $1,000 per month of
free local phone service during the first one-third of the contract term.
From a sales perspective, the program has resulted in increased sales
efficiency as reflected in a substantial jump in so-called "one call sales
closings" which is, as the name implies, an instance when a customer switches
service on a sales person's first sales call upon the customer. The company
reports that the rate increased from 7% pre-Millennium to 19% in the
Millennium program.

In those markets where WinStar has not yet completed its network. the company
will continue to sell in front of the network. The company will, however,
focus on large accounts that it will be able to migrate onto the network
rapidly. In such markets, WinStar seeks to have at least 66% of its customers
on-net within 24-36 months of entering the market.

WinStar has 23 switches in the ground currently (and over 100 data switches)
with about 20% of all access lines on-net and 40% of lines on-switch as of
December 31, 1998. Assuming the success of Project Millennium continues
as we believe it will - - the on-net percentage should increase approximately
2-3% a quarter and approach 66% by 2002.

WinStar emphasizes selling a bundled suite of services. Bundling benefits
WinStar by reducing customer acquisition costs and billing costs as a
percentage of revenue, increasing network utilization, heightening sales
productivity and lowering customer churn and higher margins. The company
reports that about 40% of its Millennium customers are currently taking
multiple servTces.

We expect WinStar to also move towards "solution selling." The company has
expertise in a wide range of products (local exchange, Web hosting,
long-distance, enhanced data services such as frame relay, ATM, Internet and
intranets, private networks, etc.) that enable it to focus its sales pitch on
solving customers' business problems. We believe this type of integration will
help lock in WinStar's customers for the long-term, primarily because it
reduces their in-house technical and administrative burdens and increases
their costs of switching vendors.

Small and medium-sized customers generally do not have a highly sophisticated
in-house communications/IT group that has the time to manage the different
service providers and vendors. Many also are too small to implement the types
of systems integration services offered by large telcos and IXCs. As a result,
this market represents a huge opportunity for the ICPs, particularly WinStar,
which will shortly have a larger scope and size than many peers.

NETWORK

In December 1998, WinStar announced its intention to embark upon an ambitious
plan to expand its network. WinStar intends to double the U.S. reach of its
broadband network from its current 20 markets to GO markets over the next two
years and to serve an additional 50 major international markets within five
years.

Exhibit 11 Network Map

We believe WinStar's aggressively network expansion is timely. Building a
local exchange network is time-consuming and expensive and, therefore,
difficult to replicate. We believe each market will be able to support only
3-4 competitors, so being one of the first competitors with local facilities
is a significant competitive advantage. It is very difficult to resell local
exchange services profitably (witness MCI Metro's losses in summer of 1997 and
the difficulties encountered recently by local reseller USN Communications) so
we believe owning facilities is essential to success.

Local Broadband Networks

WinStar's local network design directly reflects WinStar's effort to offer a
solution to the increasing need for bandwidth to a larger addressable market
than fiber or copper-based connections. The network is designed to bring
broadband last mile connections to the substantial majority of buildings in
each of its markets, and focus on those that do not have last mile fiber or
which do not justify the cost of last mile fiber.

WinStar uses a wireless connection to establish connections between buildings
in which its customers are located and its hub site buildings. Transmissions
are carried between these locations using wireless connections between
antennas placed on the roof of each building. Accordingly, securing access
rights for its antennas is a crucial step in the construction or expansion of
its local broadband networks. As of December 31, 1998, Winstar had access
rights to more than 4,200 buildings. The company selects hub site buildings
to maximize the number of customer buildings which will have a line of sight
to the hub. Connections between the hub sites and its switching facilities are
made using fiber or, in some instances, a second wireless link. The company's
switches thereby effectively deliver voice, data and video traffic to
customers directly connected to its network, the public switched telephone
network or the Internet.

WinStar's Wireless Fiber capacity is an integral component of the local
broadband networks for the origination and termination of voice and data
traffic and the interconnection of hub and switching sites. Each point to
point Wireless Fiber link at 38 GHz currently provides up to eight T-1s of
capacity (equivalent to 192 voice lines) or one DS-3 of capacity (equivalent
to 672 voice lines) - The company's deployment of point to multipoint
facilities allows a link to support up to one OC-3 equivalent of capacity
(equivalent to approximately 2,016 voice lines). Significant other features of
Wireless Fiber services include a large amount of bandwidth in each channel,
allowing for high subdivision of voice and data traffic; a range of up to five
miles between transmission links (although the company generally maintain link
distances of less than three miles or shorter distances in certain areas to
meet the company's internally established performance standards); and
performance engineered to provide up to 99.999% reliability, as tested by
WinStar.

Each 38 GHz Wireless Fiber path consists of paired antennas generally placed
at a distance of less than three miles from one another within a direct,
unobstructed line of sight. The antennas are approximately 12 to 15 inches in
diameter and are typically installed on rooftops, towers or windows. Point to
multipoint technology allows a single hub site antenna to be used to form
multiple wireless Fiber paths with antennas located on numerous customer
buildings. Each of these hubs will typically be able to address all of the
buildings in line of sight with that hub using as few as four hub site
antennas.

Thus, unlike traditional ICPs, WinStar is not dependent on the existing ILEC
infrastructure, and can completely bypass the copper facility. So-called
"wireless" access networks are actually a combination of fiber/wireless
network features generally based on a hub/spoke layout. The wireless portion
of the network is the "link," or connection between the customer premise and
the network node. The wireless link (spoke) connects a customer with the
carrier's hub site (or base station or node), with multiple customers served
from a single node. Nodes are, in turn, typically connected to the carrier's
switch via fiber with multiple nodes served from a single switch. Switches
are usually linked together via leased long-haul fiber to form a wide area
network capable of carrying high-speed voice, data and multimedia traffic,
although wireless backhaul at lower frequencies is an option. The link
between the customer and the node is actually comprised of a pair of radios,
one at the customer premises and one on the node. They communicate via
microwave signal.

The cost of constructing a Wireless Fiber last mile connection is
significantly less than the cost of creating the same connection using fiber.
Further, the overwhelming percentage of construction costs for Wireless Fiber
is attributable to technology, whereas only a small percentage is attributable
to labor. Accordingly, the company's cost of establishing broadband last mile
connections to buildings using Wireless Fiber service is falling as an
increasing number of vendors are manufacturing wireless radio equipment and as
more advances are being made in radio technology. We expect these trends to
continue.

Exhibit 13 - - Point to Multipoint Metropolitan Area Network

As Exhibit 13, shows, the advantages of wireless access will be accentuated as
WinStar integrates point to multipoint technology into its network
infrastructure. WinStar began the commercial deployment of point to
multipoint technology during the fourth quarter of l99B with its rollout in
Washington, D.C. and PMP is expected to be nationally deployed by year-end.
Point to multipoint technology adds another dimension to WinStar's ability to
create network capacity and presents significant advantages over network
buildout using only point to point technology. These advantages include the
reduction of capital expenditures because a single hub-based multipoint
antenna can simultaneously carry transmissions to multiple customer buildings,
and the more efficient management of the company's wireless capacity because
multipoint technology allows the company to allocate the same spectrum among
multiple customers to be used when required.

PMP basically reduces the capital cost of adding a subscriber in half by
eliminating 1 of the 2 radios necessary to complete a link between the
customer and the node. A single PMP radio at the node can supply a link with
multiple customer sights, such that incremental subscribers can be loaded by
simply adding a radio at the receiver site (node). PMP reduces the
incremental radio link cost to add a building to the network from
approximately $12,000 per addressable building under point to point to $6,500.
A PMP radio costs approximately $4,500 and $6,500 installed. PMP also reduces
the capital cost to connect a building from approximately $50,000 to $25,000
versus point to point. Both technologies offer a significant cost advantage
over fiber based networks which have incremental link costs of approximately
$300,000 and a capital cost to connect of approximately $400,000. WinStar
estimates that the number of lines sold to break even on capital for PMP,
point to point, and fiber linked buildings to be 10, 20, and 165,
respectively. Significantly wireless also offers time to provision advantages
over fiber.

WinStar also ranks among industry leaders in buildings connected to its
network; the intended expansion should enhance its position in this space.
Indeed, by year-end 2000, we estimate that WinStar will have more than 8,000
buildings connected to its broadband network - - a sum that will likely exceed
the fiber or wireless connections of any other provider, including AT&T and
MCI Worldcom. This building-centric focus should lead to significant profit
opportunities and create substantial barriers to entry.

Roof Rights

Winstar must obtain roof rights on each building where a transceiver will be
placed. WinStar ended 1999 with access rights to more than 4,200 buildings,
and the company expects to obtain access rights to s,ooo buildings nationwide
by year-end 1999. In 4Q98, the company obtained 715 building access rights
compared to 600 in 3Q98.

The company's plan has been to negotiate, prior to receipt of actual service
orders (i.e., prequalification), roof rights for the installation of Wireless
Fiber links on buildings in the metropolitan areas covered by its wireless
licenses. This includes hub site buildings which give direct lines of sight to
a number of other buildings the company targets and buildings that can provide
interconnection access to other carriers' points of presence, switch locations
and local access nodes These prequalification activities may include the
payment of option fees to the owners of the buildings. On the regulatory and
legislative fronts, the company is seeking national reform that would enable
telecom service providers to acquire roof rights based on customer selection
of a company as its service provider rather than at the discretion of a
building's landlord.

Historically, WinStar has negotiated roof rights on a building-by-building
basis. The company recently began to negotiate for roof rights with owners
of portfolios of buildings. For example, in December 1998, WinStar acquired
roof rights to a portfolio of more than 600 buildings owned or controlled by