IPO Company Profile
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MGC Communications, Inc.
3301 N. Buffalo Drive, Las Vegas, NV 89129 * (702) 310-1000

MGC Communications, Inc. is a rapidly growing integrated communications services provider offering switched local and long distance voice and data services.

Primary Underwriting Group
ManagerTierPhone
Bear, Stearns & Co. Inc.Lead Manager (212) 272-4850
Furman Selz IncorporatedCo-manager (212) 309-8285

Offering Information
NASNTL:MGCX Service: SIC 4813
Type of Shares:Common Shares Filing Date:4/1/98
U.S. Shares:3,500,000 Offer Date:5/11/98
Non-U.S. Shares:0 Filing Range:$16.00 - $18.00
Primary Shares:3,500,000 Offer Price:$17.00
Secondary Shares:0 Gross Spread:$1.19
Offering Amount: $59,500,000 Selling:$0.72
Expenses: - Reallowance:$0.10
Post-IPO Shares:16,600,000
Employees:160

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Ellis Funk Goldberg & Labovitz
Bank's Law Firm: Kronish Lieb Weiner & Hellman
Auditor: KPMG Peat Marwick

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/97 12/31/97
Revenue:$3.79Assets:$191.98
Net Income:-$10.84Curr Assets:$72.81
EPS:-$0.78Liabilities:$183.00
Prior EPS:-$1.27Curr Liab:$10.08
Cash Flow/Oper:-$4.49Equity:$8.98
Cash Flow/Fin:$177.14Cash:$45.05
Cash Flow/Inv:-$135.49Working Cap:$62.73

Competition
In its existing markets and the markets into which it intends to expand, the Company faces significant competition for its local telephone services, including local exchange services, from ILECs, which currently dominate their local telecommunications markets, and others. ILECs have long-standing relationships with their customers which relationships may create competitive barriers. Although CLECs as a whole tripled their customer lines in service in 1997 to 1.5 million lines, CLECs currently account for only 2.6% of all local telephone revenues, according to FCC statistics. Furthermore, ILECs may have the potential to subsidize competitive service from monopoly service revenues. In addition, a continuing trend toward business combinations and alliances in the communications industry may create significant new competitors to the Company. The Company also faces and will face competition in the markets in which it operates and in markets into which it intends to expand from one or more CAP/CLECs and ICPs operating fiber optic networks and, possibly, from local cable systems which may offer communication services. Many of the Company's existing and potential competitors have financial, personnel and other resources significantly greater than those of the Company. The Company believes various legislative initiatives, including the Telecommunications Act of 1996 (the "Act"), have removed most of the remaining legislative barriers to local exchange competition. Nevertheless, in light of the passage of the Act, regulators are also likely to provide ILECs with increased pricing flexibility as competition increases. If ILECs are permitted to lower their rates substantially or engage in excessive volume or term discount pricing practices, the net income or cash flow of the Company could be materially adversely affected.

Business Plan
MGC's objective is to become the primary provider of telecommunications services to its existing and target customers. Key elements of the Company's strategy include: (I) Target Small Business and Residential Users, (ii) Implement Rapid Service Rollout, (iii) Deploy a Capital Efficient Network, (iv) Control Customer Elements of the Networks, (v) Ensure Timely and Accurate Provisioning Process, (vi) Focus on Targeted Sales and Marketing Effort, (vii) Provide Superior Customer Service, (viii) Leverage Sophisticated Management Information System, (ix) Capitalize on Management Expertise and (x) Introduce Data Services.

Use of Proceeds
The proceeds from the proposed offering will be used for the purchase and installation of communications switches and associated equipment and general corporate purposes, including working capital related to its expansion into new markets.

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