SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
-----------
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2000 OR
--------------
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number: 000-29391
VIA NET.WORKS, INC.
(Exact name of registrant as specified in its charter)
Delaware 84-1412512
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
12100 Sunset Hills Road, Suite 110
Reston, Virginia 20190
(Address of principal executive offices)
Registrant's telephone number, including area code: (703) 464-0300
(Former name or former address, if changed since last report)
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such report) and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [_]
As of May 1, 2000, the aggregate market value of the 45,877,215 shares of common
stock held by non-affiliates of the registrant was $1,049,441,293 based on the
closing sale price ($22.875) of the registrant's common stock as reported on the
Nasdaq National Market on such date. (For this computation, the registrant has
excluded the market value of all shares of its common stock reported as
beneficially owned by executive officers and directors of the registrant and
certain other stockholders; such exclusion shall not be deemed to constitute an
admission that any such person is an "affiliate" of the registrant.) As of May
1, 2000, there were outstanding 52,867,678 shares of the registrant's common
stock and 6,770,001 shares of the registrant's non-voting common stock.
EXPLANATORY NOTE
This Form 10-Q/A amends the Registrant's quarterly report on Form 10-Q for the
quarter ended March 31, 2000 as filed on May 12, 2000 and is being filed to
reflect the restatement of the Registrant's consolidated financial statements.
The reasons for and effects of this restatement are presented in Note 10 to the
consolidated financial statements. Except for Items 1 and 2 of Part I, no other
information included in the original report on Form 10-Q is amended by this Form
10-Q/A. The Registrant has not updated disclosures in this Form 10-Q/A to
reflect any events subsequent to the Registrant's initial filing of its
quarterly report on Form 10-Q on May 12, 2000. For the most recent information
concerning the Registrant and updated Risk Factors please see the Registrant's
Quarterly Report on Form 10-Q for the quarter ended June 30, 2001.
1
VIA NET.WORKS, INC.
TABLE OF CONTENTS
(UNAUDITED)
PART I FINANCIAL INFORMATION
Item 1. Financial Statements:
Consolidated Condensed Balance Sheets as of March 31, 2000 (As Restated)
and December 31, 1999 .............................................................. 3
Consolidated Statements of Operations for the three months ended
March 31, 2000 (As Restated) and 1999 .............................................. 4
Consolidated Statements of Cash Flows for the three months ended
March 31, 2000 (As Restated) and 1999 .............................................. 5
Notes to the Consolidated Financial Statements (As Restated) ............................ 6
Item 2. Management's Discussion and Analysis of Financial Condition and Results
Of Operations. ............................................................. 11
Item 3. Quantitative and Qualitative Disclosures About Market Risk ................................. 16
PART II OTHER INFORMATION
Item 1. Legal Proceedings .......................................................................... 16
Item 2. Changes in Securities and Use of Proceeds .................................................. 16
Item 4. Submission of Matters to a Vote of Security Holders ........................................ 18
Item 6. Exhibits and Reports on Form 8-K ........................................................... 18
SIGNATURES ......................................................................................... 19
EXHIBIT INDEX ...................................................................................... 20
2
PART I
Item 1. Financial Statements
VIA NET.WORKS, INC.
CONSOLIDATED CONDENSED BALANCE SHEETS
(In thousands of U.S dollars, except share data)
(Unaudited)
December March
31, 1999 31, 2000
-------- --------
(As Restated)
ASSETS
Current assets:
Cash and cash equivalents $ 20,067 $317,857
Restricted cash 15,000 15,000
Trade and other accounts receivable, net of allowance of $1,296 and $1,475,
respectively 9,197 14,454
Other current assets 3,074 4,192
-------- --------
Total current assets 47,338 351,503
Property and equipment, net 28,909 32,851
Goodwill and other acquired intangible assets, net 115,194 128,698
Other noncurrent assets 8,142 9,595
-------- --------
Total assets $199,583 $522,647
======== ========
LIABILITIES, MANDATORILY REDEEMABLE CONVERTIBLE PREFERRED STOCK
AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable $ 12,735 $13,876
VAT and other taxes payable 1,904 2,223
Short-term notes and current portion of long-term debt 7,808 3,372
Deferred revenue 9,777 11,856
Other current liabilities and accrued expenses 5,660 9,501
-------- --------
Total current liabilities 37,884 40,828
Long-term debt, less current portion 5,846 4,153
-------- --------
Total liabilities 43,730 44,981
Contingencies
Minority interest in consolidated subsidiaries 4,422 2,671
Mandatorily redeemable convertible preferred stock: 180,933 -
Stockholders' equity (deficit):
Common stock, $.001 par value; 57,000,000 and 125,000,000 shares authorized;
1,962,671 and 52,820,095 shares issued and outstanding; respectively 2 53
Non-voting common stock, $.001 par value; 7,500,000 shares authorized; 0 and
6,770,001 shares issued and outstanding; respectively - 7
Additional paid-in capital 26,023 548,291
Accumulated deficit (36,658) (53,620)
Deferred compensation (12,788) (11,794)
Accumulated other comprehensive loss (6,081) (7,942)
-------- --------
Total stockholders' equity (deficit) (29,502) 474,995
-------- --------
Total liabilities, mandatorily redeemable convertible preferred stock and
stockholders' equity (deficit) $199,583 $522,647
======== ========
The accompanying notes are an integral part of these consolidated financial
statements.
3
VIA NET.WORKS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands of U.S. Dollars, except share and per share data)
(Unaudited)
For the three months ended
March 31,
---------
1999 2000
---- ----
(As Restated)
Revenue $ 4,509 $ 19,896
-------- -----------
Operating costs and expenses:
Internet services 2,225 10,588
Selling, general and administrative 3,970 17,427
Depreciation and amortization 1,870 9,466
-------- -----------
Total operating costs and expenses 8,065 37,481
-------- -----------
Loss from operations (3,556) (17,585)
-------- -----------
Interest income 390 2,011
Interest expense (276) (445)
Loss in unconsolidated affiliate (194) -
Foreign currency gains (losses) 1,393 (1,493)
-------- -----------
Loss before minority interest and income taxes (2,243) (17,512)
Income tax expense - (118)
Minority interest in loss of consolidated subsidiaries 273 668
-------- -----------
Net loss attributable to common stockholders $ (1,970) $ (16,962)
======== ===========
Basic and diluted loss per share attributable to common
stockholders $ (4.17) $ (0.56)
======== ===========
Shares used in computing basic and diluted loss per share 472,717 30,536,005
======== ===========
The accompanying notes are an integral part of these consolidated financial
statements.
4
VIA NET.WORKS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands of U.S. Dollars, except share and per share data)
(Unaudited)
For the three months ended
March 31,
---------
1999 2000
---- ----
(As Restated)
Cash flows from operating activities:
Net loss $ (1,970) $(16,962)
Adjustments to reconcile net loss to net cash used in operating
activities:
Depreciation and amortization 1,870 9,466
Employee stock compensation - 1,578
Unrealized foreign currency transaction gain (1,393) (66)
Minority interest in loss of consolidated subsidiaries (273) (668)
Loss in unconsolidated affiliate 194 -
Changes in assets and liabilities, net of acquisitions:
Accounts receivable (520) (852)
Other current assets 137 (1,079)
Accounts payable 321 268
Other current liabilities and accrued expenses (1,913) 3,458
Deferred revenue 364 1,804
Other noncurrent assets - (68)
-------- --------
Net cash used in operating activities (3,183) (3,121)
-------- --------
Cash flows from investing activities:
Acquisitions, net of cash acquired (7,597) (20,799)
Purchases of property and equipment (1,387) (6,180)
Other assets (1,635) (5,154)
-------- --------
Net cash used in investing activities (10,619) (32,133)
-------- --------
Cash flows from financing activities:
Repayment of debt (217) (1,340)
Proceeds from issuance of common stock, net 653 332,930
Proceeds from borrowings - 636
-------- --------
Net cash provided by financing activities 436 332,226
-------- --------
Effect of currency exchange rate changes on cash (368) 818
-------- --------
Net increase (decrease) in cash and cash equivalents (13,734) 297,790
Cash and cash equivalents, beginning of period 34,711 20,067
Cash and cash equivalents, end of period $ 20,977 $317,857
======== ========
Noncash investing and financing transactions:
Common stock issued to satisfy debt $ - $ 5,183
======== ========
Common stock issued in connection with acquisitions $ - $ 3,274
======== ========
The accompanying notes are an integral part of these consolidated financial
statements.
5
VIA NET.WORKS, INC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Unaudited)
1. Basis of Presentation and Restatement
These consolidated financial statements for the three-month periods
ended March 31, 1999 and 2000 and the related footnote information are
unaudited and have been prepared on a basis substantially consistent
with the audited consolidated financial statements of VIA NET.WORKS,
Inc. (VIA) as of and for the year ended December 31, 1999, included in
VIA's Annual Report on Form 10-K as filed with the Securities and
Exchange Commission (Annual Report). These financial statements should
be read in conjunction with the audited consolidated financial
statements and the related notes thereto included in the Annual Report.
In the opinion of management, the accompanying unaudited financial
statements contain all adjustments (consisting of normal recurring
adjustments) which management considers necessary to present fairly the
consolidated financial position of VIA at March 31, 2000 and the results
of operations and cash flows for the three-month periods ended March 31,
1999 and 2000. The results of operations for the three-month period
ended March 31, 2000 may not be indicative of the results expected for
any succeeding quarter or for the year ending December 31, 2000.
On August 9, 2001, the Company announced that it was revising its
financial statements for the year ended December 31, 2000 and for the
first quarter 2001 to correct certain revenue recognition and cost
accounting errors arising at one of the Company's acquired
subsidiaries. During the course of a normal review of aged accounts
receivable at the subsidiary and a subsequent detailed review, the
Company, assisted by outside professionals, identified improper
accounting related to the recognition of certain revenue and
associated costs during the period. The revisions primarily address
the reversal of recorded revenue that was not adequately supported by
fully executed customer contracts and of costs that had not been
incurred; other errors addressed include revenue recognized before the
provision of service where revenue should have been spread over the
contract period or recognized upon completion, and revenue recognized
when payment was in bartered services and the value of those bartered
services could not be determined. The principal effects of the
revisions as to each of the affected periods was noted in the
Company's announcement of August 9, 2001, as filed with the Securities
and Exchange Commission on Form 8-K dated August 10, 2001. See Note 10
to these consolidated financial statements. In this Form 10-Q/A,
references or comparisons to results of the first quarter of 2000 are
to the restated results.
Initial Public Offering
In February 2000, VIA completed an initial public offering of 17,000,000
shares of its common stock at $21.00 per share for proceeds of
approximately $333 million, net of underwriting discounts and
commissions of approximately $24 million. All outstanding shares of
mandatorily redeemable convertible preferred stock were converted on a
one-for-one basis into shares of common stock or shares of non-voting
common stock upon the closing of the offering.
Recent Pronouncements
In June 1998, the Financial Accounting Standards Board issued SFAS No.
133, Accounting for Derivative Instruments and Hedging Activities. SFAS
No. 133 establishes a new model for accounting for derivatives and
hedging activities and supersedes and amends a number of existing
standards. SFAS No. 133 is effective for fiscal years beginning after
June 15, 1999, but earlier application is permitted as of the beginning
of any fiscal quarter subsequent to June 15, 1998. Upon initial
application, all derivatives are required to be recognized in the
statement of financial position as either assets or liabilities and
measured at fair value. In addition, all hedging relationships must be
reassessed and documented pursuant to the provisions of SFAS No. 133.
Subsequent to the issuance of SFAS No. 133, the Financial Accounting
Standards Board issued SFAS No. 137, "Accounting for Derivative
Instruments and Hedging Activities-Deferral of the Effective Date of
FASB Statement No. 133", which defers the effective date of SFAS No. 133
to periods beginning after June 15, 2000. VIA has not committed nor does
it expect to commit to any derivative instrument transactions, and thus
does not anticipate that this pronouncement will have a significant
effect on its results.
In December 1999 the Securities and Exchange Commission (SEC) issued
Staff Accounting Bulletin No. 101 and amended by Staff Accounting
Bullentin No. 101A which summarizes certain of the SEC staff's views in
applying generally accepted accounting principles to revenue recognition
in financial statements. The Staff Accounting Bulletin is effective for
the year beginning January 1, 2000. The initial adoption of this
guidance is not anticipated to have a material impact on VIA's results
of operations or financial position, however, the guidance may impact
the way in which VIA will account for future transactions.
6
VIA NET.WORKS, INC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Unaudited)
2. Comprehensive Income
Comprehensive income (loss) for the three months ended March 31, 1999
and 2000 was as follows (in thousands of U.S. dollars):
March 31, March 31,
1999 2000
--------------------------------------------------------------------
(As Restated)
Net loss $ (1,970) (16,962)
Foreign currency translation
adjustment (3,437) (1,861)
-------- --------
Comprehensive loss $ (5,407) $(18,823)
======== ========
3. Acquisitions of Certain Businesses
Between June 18, 1998 and March 31, 2000, VIA has acquired 20 Internet
services providers located in Europe and Latin America, offering
services that include Internet connectivity, web hosting, e-commerce,
Internet security and other services, primarily to small and mid-sized
businesses.
Each of the acquisitions has been accounted for using the purchase
method of accounting and, accordingly, the net assets and results of
operations of the acquired companies have been included in VIA
consolidated financial statements since the acquisition dates. The
purchase price of the acquisitions has been allocated to assets
acquired, including intangible assets, and liabilities assumed, based on
their respective fair values.
In the first quarter of 2000, VIA acquired the following companies:
Aggregate Ownership
Aquiree Acquisition Purchase Interest
Business Acquired Location Date Price Acquired
----------------- -------- ---- ----- --------
Net4You EDV Dienstleistungs und
Handelges.m.b.H (Net4You) Austria January 4, 2000 $ 2.9 million 58%
DNS Telecom SAS (DNS) France January 7, 2000 11.8 million 100%
I.S.A.R. Netzwerke Dienstleistungs GmbH (SAR) Germany February 16, 2000 8.6 million 100%
The allocation of purchase price to the acquired tangible and intangible
assets of Net4You, DNS and ISAR has not been finalized pending an
analysis of the amount of tangible and intangible assets and liabilities
acquired. Currently the entire excess purchase price has been allocated
to goodwill. The actual purchase accounting adjustments may be revised,
and VIA may allocate a portion of the purchase price to intangible
assets other than goodwill.
4. Property and Equipment
Property and equipment consisted of the following (in thousands of U.S.
dollars):
7
VIA NET.WORKS, INC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Unaudited)
December March 31,
31, 1999 2000
-------- ----
Machinery and equipment $ 23,255 $ 26,180
Indefeasible rights of use (IRU) 12,484 12,036
Furniture and fixtures 2,113 2,892
Purchased software 1,752 3,818
--------- --------
39,604 44,926
Accumulated depreciation and
amortization (10,695) (12,075)
--------- --------
Property and equipment, net $ 28,909 $ 32,851
========= ========
Total depreciation expense was $421,000 and $2.1 million for the three months
ended March 31, 1999 and 2000, respectively.
5. Goodwill and Other Acquired Intangible Assets
Goodwill and other intangible assets acquired through business
acquisitions consisted of the following (in thousands of U.S.
dollars):
December March 31,
31, 1999 2000
-------- ----
Goodwill $ 126,731 $ 147,549
Customer base 2,123 2,196
Employee workforce 1,213 1,255
--------- ---------
130,067 151,000
Accumulated amortization (14,873) (22,302)
--------- ---------
Total $ 115,194 $ 128,698
========= =========
Total amortization expense was $1.4 and $7.4 million for the three months
ended March 31, 1999 and 2000, respectively. The value assigned to
goodwill, customer base and employee workforce is being amortized over
its estimated useful life of five years.
6. Short-term Notes and Long-term Debt
Short-term notes and long-term debt consisted of the following (in
thousands of U.S. dollars):
December March
31, 1999 31, 2000
-------- --------
Acquisition debt $ 6,108 $ 919
Debt related to IRU Agreements, 12%, due quarterly to 2002 3,899 3,559
Capital lease obligations 858 283
Advances from related parties, noninterest bearing, due 2000 1,968 1,434
Notes payable 821 1,330
--- -----
13,654 7,525
Less current portion (7,808) (3,372)
------- -------
Long-term portion $ 5,846 $ 4,153
====== ======
8
VIA NET.WORKS, INC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Unaudited)
The acquisition obligations and advances from related parties represent amounts
due to current or former managers of acquired businesses.
7. Contingencies
From time to time, VIA is subject to claims arising in the ordinary
course of business. In the opinion of management, no such matter,
individually or in the aggregate, exists which is expected to have a
material effect on the results of operations, cash flows or financial
position of VIA.
During 1999, VIA established stock option recharge agreements with
certain of its subsidiaries located in the United Kingdom, Argentina,
Germany, Mexico, Portugal, and Spain. Under these agreements, VIA will
charge its subsidiaries for stock options granted to employees of the
subsidiaries. As a result of these recharge agreements, the subsidiaries
are liable for the payment of certain employer payroll taxes and social
charges based on the difference between the exercisable price and fair
market value of the stock options granted to international employees.
Such payroll taxes become payable upon exercise at rates ranging between
11% and 24%, as determined by the prevailing tax laws in those
jurisdictions. No amounts have been accrued for payroll taxes or social
charges in the accompanying consolidated financial statement for the
quarter ended March 31, 2000, as no stock options have been exercised
under these agreements.
8. Segment Reporting
VIA offers Internet connectivity, web hosting, e-commerce, Internet
security and related services to businesses and consumers in Europe and
Latin America. Both segments generate Internet-related revenues from
leased lines, dial-up Internet access, web hosting and design,
consulting services, and sale of third-party hardware and software.
Each of these geographic operating segments is considered a reportable
segment. VIA evaluates the performance of its segments based on revenue
and earnings before interest, taxes, depreciation and amortization and
non-cash compensation charges ("EBITDA"). The table below presents
information about the reported revenue, EBITDA and assets of VIA's
segments for the quarter ended March 31, 1999 and 2000 (As Restated).
Latin
Corporate Europe America Total
--------- ------ ------- -----
(in thousands of U.S. dollars)
Three months ended March 31, 1999:
Revenue $ - $ 3,271 $ 1,238 $ 4,509
EBITDA $ (1,339) $ (107) $ (240) $ (1,686)
Assets $ 59,126 $ 7,731 $ 1,210 $ 68,067
Three months ended March 31, 2000:
Revenue $ - $ 16,086 $ 3,810 $ 19,896
EBITDA $ (3,887) $ (678) $ (1,976) $ (6,541)
Assets $ 527,293 $ 283 $ (4,929) $ 522,647
9
VIA NET.WORKS, INC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Unaudited)
A reconciliation from total EBITDA to loss before income taxes and minority
interest is as follows:
For the three For the three
months ended months ended
March 31, 1999 March 31, 2000
-------------- --------------
(As Restated)
(in thousands of U.S. dollars)
EBITDA $ (1,686) $ (6,541)
Non-cash compensation - (1,578)
Depreciation and amortization (1,870) (9,466)
-------- ---------
Loss from operations (3,556) (17,585)
Other income and interest income, net 1,507 73
Loss in unconsolidated affiliate (194) -
-------- -
Loss before income taxes and
minority interest $ (2,243) $ (17,512)
======== =========
For the quarter ended March 31, 1999 and 2000, VIA recognized revenues
from the United Kingdom, Germany and Mexico in the amounts of $1.7
million, $1.6 million and $0; and $8.2 million, $3.2 million, and $2.4
million, respectively.
9. Subsequent Event
On April 3, 2000, VIA acquired 100% of Internet Access Eindhoven (IAE),
a business-focused Internet services provider located in the
Netherlands, for approximately $7.5 million in cash.
10. Restatement of Financial Statements
As announced on August 9, 2001 the Company revised its financial
statements for the year ended December 31, 2000 and for the first
quarter 2001 to correct certain revenue recognition and cost
accounting errors arising at one of the Company's acquired
subsidiaries. During the course of a normal review of aged accounts
receivable at the subsidiary and a subsequent detailed review, the
Company, assisted by outside professionals, identified improper
accounting related to the recognition of certain revenue and
associated costs during the period. The revisions primarily address
the reversal of recorded revenue that was not adequately supported by
fully executed customer contracts and of costs that had not been
incurred; other errors addressed include revenue recognized before the
provision of service where revenue should have been spread over the
contract period or recognized upon completion, and revenue recognized
when payment was in bartered services and the value of those bartered
services could not be determined. The Company's financial statements
for the relevant periods have been restated to adjust the financial
results appropriately. The following chart details the effects of the
restatement on the quarter ended March 31, 2000 as follows:
- --------------------------------------------------------------------------------
Three months ended March 31, 2000
As Reported As Restated
Statement of Operations Data:
- --------------------------------------------------------------------------------
Revenue
Access 12,566 12,309
Value added 6,592 6,726
Other 861 861
- --------------------------------------------------------------------------------
Total Revenue 20,019 19,896
- --------------------------------------------------------------------------------
Direct Costs 10,364 10,588
- --------------------------------------------------------------------------------
Loss from Operations (17,238) (17,585)
- --------------------------------------------------------------------------------
Net Income (Loss) (16,615) (16,962)
- --------------------------------------------------------------------------------
Net Income (Loss) per share: $ (0.54) $ (0.56)
- --------------------------------------------------------------------------------
Balance Sheet Data
- --------------------------------------------------------------------------------
Accounts Receivable, net 14,805 14,454
- --------------------------------------------------------------------------------
Other current liabilities and accrued expenses 9,501 9,501
- --------------------------------------------------------------------------------
Accumulated other comprehensive income (7,938) (7,942)
- --------------------------------------------------------------------------------
Accumulated deficit (53,273) (53,620)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
10
Item. 2. Management's Discussion and Analysis of Financial Condition and Results
of Operation
The following discussion and analysis should be read in conjunction with the
consolidated financial statements and related notes included in Item 1 of this
Form 10-Q. This discussion contains forward-looking statements based on current
expectations, which involve risks and uncertainties. In some cases, you can
identify forward-looking statements by terminology such as "may," "will,"
"should," "expects," "plans," "anticipates," "could," "believes," "estimates,"
"predicts," "potential," or "continue," or the negative of these terms or other
similar words. Actual results and the timing of certain events could differ
materially from the forward-looking statements as a result of a number of
factors including referred to in the "Risk Factors" section of VIA's Annual
Report on Form 10-K for the year ended December 31, 1999.
In this Item 2, references to results for the quarter ended June 30, 2000 or
results of other 2000 periods are to restated results. See Note 10 to the
consolidated financial statements.
Overview
We are a leading international provider of Internet access and services focused
on small and mid-sized businesses in Europe and Latin America. We have built our
business through the acquisition, integration and growth of 20 Internet services
providers in 12 countries, all of which have been acquired since June 1998. We
currently operate in Argentina, Austria, Brazil, France, Germany, Ireland,
Mexico, the Netherlands, Portugal, Spain, Switzerland and the United Kingdom.
RECENT BUSINESS ACQUISITIONS
On January 4, 2000, we acquired 57.5% of the outstanding capital of Net You, an
Internet services provider headquartered in Klagenfurt, Austria, for
approximately $2.9 million, $210,000 of which is payable 12 months following
this acquisition. Between 12 and 36 months from the date of closing, we have the
right to purchase the remaining interest held by the shareholders of Net4You.
The exercise price for this option is determined based on annualized revenues
for the six months preceding the date of exercise and is payable in cash or
shares of our common stock at the election of the Net4You shareholders. If we do
not exercise our call right by the end of this period, the Net4You shareholders
may require us to sell our 57.5% interest in Net4You to them. We also have a
right of first refusal pursuant to which the shareholders must offer to sell
their shares to us if they receive an offer from a third party to purchase their
shares.
On January 7, 2000, we acquired 100% of DNS Telecom, a provider of integrated
telecommunications services and solutions located just outside of Paris, France.
We issued a promissory note in the amount of approximately $986,000, issued
112,500 shares of our common stock valued at $16.00 per share and, upon closing
of our initial public offering, paid $8.5 million in cash to the sellers of DNS
Telecom.
On January 13, 2000, we entered into an agreement to acquire 100% of ISAR, an
Internet services provider located in Munich, Germany, for $8.5 million, in
cash. This transaction was completed on February 16, 2000. We may be obligated
to pay additional consideration of up to approximately $3.7 million depending
upon ISAR's operating results for the year ending December 31, 2000.
On April 3, 2000 VIA acquired 100% of Internet Access Eindhoven (IAE), a
business-focused Internet services provider located in the Netherlands, for
approximately $7.5 million in cash.
11
RESULTS OF OPERATIONS
Three months ended March 31, 2000 compared with the three months ended March 31,
1999
Revenue. We generate revenue primarily from the sale of Internet access
services, both dial-up and dedicated, and Internet value added services.
Internet value added services consist of web-hosting, applications hosting and
related maintenance, domain name registration, sales of hardware and third-party
software, installation, training and consulting and other services. Revenue for
the three months ended March 31, 2000 increased by 341.3% to $19.9 million as
compared to $4.5 million for the three months ended March 31, 1999. This revenue
was generated by the 20 consolidated subsidiaries that we owned for all or a
portion of the first quarter of 2000, as compared to the five consolidated
subsidiaries that we owned for all or a portion of the first quarter of the
preceding year. Additionally, the increase in revenue reflects the change in our
revenue mix from the prior year. In the first quarter of 1999, 79.9% of our
total revenue related to access services, whereas in 2000, 61.9% of total
revenue related to access services, as we attempt to upgrade our customers from
entry-level Internet access to more sophisticated and higher margin products and
services, like web-hosting, virtual private networks and e-commerce solutions.
For the first quarter 2000, 33.8% of total revenue was generated from
web-related services, including web hosting, web design and domain name
registration.
Internet services operating costs. Internet services operating costs are the
costs we incur to carry customer traffic over the Internet. These costs
increased by 375.9% to $10.6 million for the three months ended March 31, 2000,
as compared to $2.2 million for the corresponding period in the preceding year.
We incurred these costs primarily to lease lines, purchase transit for the local
networks and compensate customer care personnel maintained by the 20
consolidated subsidiaries that we owned for all or a portion of the period.
Additionally, we incurred operating costs associated with our international
network, which we established in June 1999.
Selling, general and administrative. Selling, general and administrative are
primarily compensation and occupancy costs and the costs associated with
marketing our products and services. We incurred selling, general and
administrative expense of $17.4 million for the three months ended March 31,
2000, a 339.0% increase over the $4.0 million we incurred for the three months
ended March 31, 1999. A portion of the increase relates to the increase in
corporate expenses, which increased by 308.0% from $1.3 million for the first
quarter 1999 to $5.4 million for the first quarter 2000. Non-cash compensation
expense, which was $0 and $1.6 million for the first quarters 1999 and 2000,
respectively, accounted for a portion of this increase. Corporate expenses also
increased as a result of obtaining additional insurance coverage, hiring new
corporate staff and incurring incremental legal and accounting fees related to
VIA's initial public offering. The remaining increase was generated by the 20
consolidated subsidiaries that we owned for all or a portion of the first
quarter of 2000, as compared to the five consolidated subsidiaries that we owned
for all or a portion of the first quarter of the preceding year.
Depreciation and amortization. Our depreciation and amortization expense was
$9.5 million for the first quarter of 2000, up from $1.9 million from the first
quarter of 1999. This increase was primarily due to the amortization of goodwill
and other intangibles arising from the acquisitions of the 15 consolidated
subsidiaries completed between April 1, 1999 and March 31, 2000. The acquisition
of these subsidiaries and the implementation of our international network also
increased our depreciation expense for telecommunications equipment, computers
and other fixed assets. For the 2000 period, $7.4 million, or 78.5% of our
depreciation and amortization expense related to the amortization of goodwill
and other intangibles and $2.1 million
12
or 21.5% was related to the depreciation of fixed assets. For the 1999 period,
$1.4 million or 77.5% of our depreciation and amortization expense related to
the amortization of goodwill and other intangibles and $421,000 or 22.5% was
related to the depreciation of fixed assets.
Interest income and expense. For the three months ended March 31, 2000, we
earned $2.0 million in interest income and recognized $445,000 in interest
expense. For the same period in the preceding year, we earned $390,000 in
interest income and recognized $276,000 in interest expense.
Interest in unconsolidated subsidiary. For the three months ended March 31,
1999, we recognized a $194,000 loss related to our minority investment in i-way
Limited (i-way), an Internet services provider located in the United Kingdom. We
originally acquired a 36% interest in i-way in June 1998. In June 1999, we
negotiated the purchase of the remaining 64% equity interest in i-way for total
consideration of $13.1 million, including cash and shares of VIA's common stock.
We have not acquired an equity interest in any other affiliates and therefore
did not recognize any losses related to investments in unconsolidated
subsidiaries for the three months ended March 31, 2000.
Foreign currency gains and losses. We recognized a $1.5 million loss for the
three months ended March 31, 2000, as compared to a $1.4 million gain for the
corresponding period in the preceding year. The current period loss is primarily
due to the impact of the fluctuation in the value of the Euro on our Euro
denominated cash accounts.
Liquidity and Capital Resources
Since inception, we have financed our operations primarily through the sale of
equity securities. We raised approximately $181.0 million, in the aggregate,
through three private preferred stock offerings between August 1997 and April
1999, and raised an additional approximately $333 million, net of underwriting
discounts and commissions, through our initial public offering in February 2000.
At March 31, 2000, we had cash and cash equivalents of $332.9 million, including
$15.0 million in restricted cash.
Immediately subsequent to our initial public offering, we used $8.5 million to
complete the acquisition of ISAR, a German Internet services provider.
Additionally, we paid $10.4 million and issued 316,994 shares of our common
stock to repay notes we had issued to the sellers of U-Net, VIA NET.WORKS
Portugal, formerly known as Esoterica, VIA NET.WORKS Spain, also known as
Interbook, and DNS, and to acquire the remaining minority interest in Dialdata.
Net cash used in operating activities was $3.1 million for the three months
ended March 31, 2000 and $3.2 million for the three months ended March 31, 1999.
In each period, cash was primarily used to fund operating losses.
Net cash used in investing activities was $32.1 million for the three months
ended March 31, 2000 and $10.6 million for the same period in 1999. In each
period, cash was primarily used for acquisitions, including bART in the first
quarter of 1999 and Net4You, DNS and ISAR in the first quarter of 2000.
Net cash provided by financing activities was $332.2 million for the three
months ended March 31, 2000 and $436,000 for the same period in 1999. In each
period, cash was primarily generated by the sale of equity securities, including
in our initial public offering in February 2000.
In conjunction with our acquisition of VIA NET.WORKS Mexico in October 1999, we
have agreed to pay additional purchase price consideration of up to $30.0
million based on that company's revenue growth between the time of acquisition
and December 31, 2000. Based on the formula, for the fourth quarter of 1999, we
paid $374,000 as additional purchase price. We have restricted cash of $15.0
13
million to secure the payment of any additional earned purchase price. We are
entitled to reduce the restricted cash as payments are made.
We continue to pursue an aggressive internal growth and acquisition strategy
that we anticipate will require significant additional funding before becoming
self-sustaining. Additionally, as a result of our acquisitions, we will continue
to amortize substantial amounts of goodwill and other intangible assets. As we
grow, we expect that the amount of goodwill and other intangibles we will
amortize in connection with our investments will represent an increasingly
smaller portion of our expenses. Therefore, we expect to continue to incur net
losses until that point in time when the goodwill and other intangibles we
amortize represents a sufficiently small amount of our expenses that it is
exceeded by our net income before amortization. Exactly when that point in time
may occur depends on the nature, size and timing of future acquisitions and
future amounts of net income before amortization, which we cannot predict.
Foreign Currency Exchange Risks
We conduct business in 14 different currencies, including the Euro and the U.S.
dollar. With the exception of the Argentine Peso, the value of these currencies
fluctuates in relation to the U.S. dollar. At the end of each reporting period,
the revenues and expenses of our operating companies are translated into U.S.
dollars using the average exchange rate for that period, and their assets and
liabilities are translated into U.S. dollars using the exchange rate in effect
at the end of that period. Fluctuations in these exchange rates impact our
financial condition, revenues and results of operations, as reported in U.S.
dollars.
Exchange rates can vary significantly. During the first quarter 2000, we
experienced similar exchange rate fluctuations in all eight of the Euro-linked
currencies we deal in. The Euro-linked currencies varied by approximately 9.0%
in relation to the U.S. dollar during the quarter, and ended the quarter
approximately 4.6% below where they were at the beginning of the year. We
realized a foreign currency loss of $1.5 million due to the impact of the
fluctuation in the value of the Euro on our Euro denominated cash accounts in
the first quarter 2000. Future changes in the value of the Euro could have a
material impact on our financial position and results of operations. We also
experienced fluctuations in other exchange rates but they did not have a
material impact on our results.
Our local operations collect revenues and pay expenses in their home currencies.
They do not have significant assets, liabilities or other accounts denominated
in currencies other than their home currency, and therefore are not subject to
exchange rate risk with respect to their normal operations. On a consolidated
basis, we are subject to exchange rate risks because we translate our local
operations' financial data into U.S. dollars.
Conversion to the Euro
On January 1, 1999, 11 of the 15 European Union member countries adopted the
Euro as their common legal currency, at which time their respective individual
currencies became fixed at a rate of exchange to the Euro, and the Euro became a
currency in its own right. Presently, the following 11 currencies are subject to
the Euro conversion: the Austrian Schilling, the Belgian Franc, the Dutch
Guilder, the Finnish Markka, the French Franc, the German Mark, the Irish Punt,
the Italian Lire, the Luxembourg Franc, the Portuguese Escudo and the Spanish
Peseta.
During a January 1, 1999 through January 1, 2002 transition period, the Euro
will exist in electronic form only and the participating countries' individual
currencies will continue in tangible form as legal tender in fixed
14
denominations of the Euro. During the transition period, we must manage
transactions with our customers and our third-party vendors in both the Euro and
the participating countries' respective individual currencies. We have purchased
and specified our business support systems, including accounting and billing, to
accommodate Euro transactions and dual currency operations during the transition
period. In addition, we intend to require all vendors supplying third-party
software to us to warrant that their software will be Euro compliant. Because
our acquired European companies generally have short operating histories, most
of their systems were acquired and implemented after the Euro was already
contemplated. Consequently, any expenditures related to Euro compliance have
largely been, and will be, in the normal course of business.
We conduct business transactions with customers, network suppliers, banks and
other businesses, and we will be exposed to Euro conversion problems in these
third-party systems. During the transition period, to the extent we are
supplying local service, we can continue billings and collections in the
individual currencies to avoid Euro conversion problems. However, to the extent
we have cross-border transactions in European Union countries, we will be
exposed to Euro-related risks. The establishment of the European Monetary Union
may have a significant effect on the economies of the participant countries.
While we believe that the introduction of the Euro will eliminate exchange rate
risks in respect of the currencies of those member states that have adopted the
Euro, there can be no assurance as to the relative strength of the Euro against
other currencies. Since a substantial portion of our net sales will be
denominated in the Euro or currencies of European Union countries, we will be
exposed to that risk.
Recent Pronouncements
In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
Accounting for Derivative Instruments and Hedging Activities. SFAS No. 133
establishes a new model for accounting for derivatives and hedging activities
and supersedes and amends a number of existing standards. SFAS No. 133 is
effective for fiscal years beginning after June 15, 1999, but earlier
application is permitted as of the beginning of any fiscal quarter subsequent to
June 15, 1998. Upon initial application, all derivatives are required to be
recognized in the statement of financial position as either assets or
liabilities and measured at fair value. In addition, all hedging relationships
must be reassessed and documented pursuant to the provisions of SFAS No. 133.
Subsequent to the issuance of SFAS No. 133, the Financial Accounting Standards
Board issued SFAS No. 137, "Accounting for Derivative Instruments and Hedging
Activities-Deferral of the Effective Date of FASB Statement No. 133", which
defers the effective date of SFAS No. 133 to periods beginning after June 15,
2000. VIA has not committed nor does it expect to commit to any derivative
instrument transactions, and thus does not anticipate that this pronouncement
will have a significant effect on its results.
In December 1999 the Securities and Exchange Commission (SEC) issued Staff
Accounting Bulletin No. 101 and amended by Staff Accounting Bullentin No. 101A
which summarizes certain of the SEC staff's views in applying generally accepted
accounting principles to revenue recognition in financial statements. The Staff
Accounting Bulletin is effective for the year beginning January 1, 2000. The
initial adoption of this guidance is not anticipated to have a material impact
on VIA's results of operations or financial position, however, the guidance may
impact the way in which VIA will account for future transactions.
15
Item 3. Quantitative and Qualitative Disclosures About Market Risk
The following discussion relates to our exposure to market risk, related to
changes in interest rates and changes in foreign exchange rates. This discussion
contains forward-looking statements that are subject to risks and uncertainties.
Actual results could differ materially due to a number of factors, as set forth
in the "Risk Factors" section of VIA's Annual Report on Form 10-K for the year
ended December 31, 1999.
VIA has limited exposure to financial market risks, including changes in
interest rates. At March 31, 2000, VIA's financial instruments consisted of
short-term investments and fixed rate debt related to acquisitions and network
purchases. Our investments are generally fixed rate short-term investment grade
and government securities denominated in U.S. dollars. At March 31, 2000 all of
our investments are due to mature within twelve months and the carrying value of
such investments approximates fair value. The majority of our debt obligations
have fixed rates of interest.
VIA is exposed to foreign exchange rate risk primarily due to its obligations
denominated in foreign currencies. These obligations are a result of acquiring
operating companies in various European and Latin American countries. VIA is
also subject to risk from changes in foreign exchange rates for its
international operations which use a foreign currency as their functional
currency and are translated into U.S. Dollars. These risks cannot be reduced
through hedging arrangements.
PART II.
Item 1. Legal Proceedings
We are not a party to any material legal proceedings.
Item 2. Changes in Securities and Use of Proceeds
Recent Sales of Unregistered Securities.
Between January 1, 2000 and March 31, 2000, VIA sold and issued the following
unregistered securities:
(a) In January 2000, VIA sold 112,500 shares of common stock to the
stockholders of one of VIA's operating companies in connection with
the operating company's acquisition by VIA. These shares were valued
at approximately $1,800,000 and were issued in reliance on Regulation
S under the Securities Act.
(b) In January 2000, VIA sold 50,000 shares of common stock to a
director of VIA for an aggregate purchase price of $487,500.
(c) In January 2000, VIA sold 2,825 shares of common stock to one
employee for $27,544 in reliance on Rule 701 under the Securities
Act.
(d) In January 2000, VIA sold 31,250 shares of common stock to one
executive officer for $75,000 upon his exercise of stock options.
(e) In February 2000, VIA sold 2,498 shares of common stock to one
employee for $20,609 upon his exercise of stock options.
(f) In February 2000, VIA sold 38,958 shares of common stock to one
executive officer for $93,499 upon his exercise of stock options.
16
(g) In February 2000, VIA sold 41,250 shares of common stock to one
executive officer for $99,000 upon her exercise of stock options.
(h) In February 2000, VIA sold 32,762 shares of common stock to a
former stockholder of Interbook in connection with the operating
company's acquisition by VIA. These shares were valued at $688,002
and were issued in reliance on Regulation S under the Securities Act.
(i) In February 2000, VIA sold 70,189 shares of common stock to
stockholders of Dialdata in connection with the operating company's
acquisition by VIA. These shares were valued at $1,473,969 and were
issued in reliance on Regulation S under the Securities Act.
(j) In February 2000, VIA sold 29,672 shares of common stock to
former stockholders of Esoterica in connection with the operating
company's acquisition by VIA. These shares were valued at $623,112
and were issued in reliance on Regulation S under the Securities Act.
(k) In February 2000, VIA sold 184,371 shares of common stock to
former stockholders of U-Net in connection with the operating
company's acquisition by VIA. These shares were valued at $3,871,791
and were issued in reliance on Regulation S under the Securities Act.
(l) In March 2000, VIA sold 37,500 shares of common stock to a
consultant of VIA for $600,000 in reliance on Regulation S under the
Securities Act.
Except where otherwise indicated, the sales and issuances of
securities in the transactions described above were exempt from
registration under the Securities Act by virtue of Section 4(2) of
the Securities Act.
Appropriate legends are affixed to the stock certificates issued in
the aforementioned transactions. Similar legends were imposed in
connection with any subsequent sales of any such securities. All
recipients received adequate information about VIA or had access,
through employment or other relationships, to such information.
Use of Initial Public Offering Proceeds
In February 2000, VIA completed its initial public offering of shares
of common stock, par value $.001 per share. VIA's initial public
offering was made pursuant to a prospectus dated February 11, 2000,
which was filed with the SEC as part of a registration statement,
file no. 333-91615, that was declared effective by the SEC on
February 10, 2000. The net offering proceeds to VIA after deducting
underwriting discounts and commissions was approximately $333.0
million.
Between December 31, 1999 and February 11, 2000, VIA incurred a total
of approximately $656,000 in expenses in connection with its initial
public offering, excluding underwriting discounts and commissions. Of
this amount, approximately $375,000 consisted of expenses paid to or
for the underwriters, leaving a balance of $281,000 in other
expenses.
Between February 11, 2000 and March 31, 2000, VIA has used $18.9
million of the net proceeds of its initial public offering as
follows:
17
Amount paid to directors or
their associates, executive
officers or their associates,
10% stockholders or Amounts paid to
Use of Proceeds Amount our affiliates others
- --------------- ------ -------------- -------
Acquisition of other
businesses ........................................................ $9.4 million $ 603,000 $8.8 million
Repayment of
indebtedness ...................................................... $9.5 million -- $9.5
Item 4. Submission of Matters to a Vote of Security Holders
The following matters were submitted to a vote of VIA's stockholders during the
three months ended March 31, 2000:
As of February 3, 2000, stockholders holding over a majority of the shares of
VIA's common stock then outstanding, and over 70% of the then outstanding shares
of each of VIA's Series A Preferred Stock, Series B Preferred Stock and Series C
Preferred Stock consented in writing to (i) two amendments to our certificate of
incorporation in connection with our initial public offering to, among other
things, increase to 125,000,000 the number of shares of our authorized common
stock (ii) amendments to our bylaws in connection with our initial public
offering, (iii) amendments to our 1998 Stock Option and Restricted Stock Plan
and our Key Employee Equity Plan to, among other things, increase the number of
shares of our common stock reserved under these plans for issuance to our
employees, directors and consultants, and (iv) the reelection of our entire
board of directors, which consists of the following directors: David M.
D'Ottavio, Gabriel A. Battista, Edward D. Breen, Stephen J. Eley, William J.
Elsner, Adam Goldman, William A. Johnston, Mark J. Masiello, John G. Puente and
Erik Torgerson.
Item 6. Exhibits and Reports on Form 8-K
a) Exhibits
Exhibit
- -------
3.1. Amended and Restated Certificate of Incorporation of VIA
NET.WORKS, Inc. (1)
3.2 Amended and Restated Bylaws of the VIA NET.WORKS, Inc. (2)
4.1 Specimen certificate representing the Common Stock (3)
(1) Incorporated by reference to VIA's annual report on Form 10-K for
the year ended December 31, 1999. File No. 333-91615, as filed with the
SEC on January 19, 2000.
(2) Incorporated by reference to VIA's registration statement on Form
S-1, File No. 333-91615, as filed with the SEC on January 19, 2000.
(3) Incorporated by reference to VIA's registration statement on Form
S-1, File No. 333-91615, as filed with the SEC on February 8, 2000.
b) Reports on Form 8-K
VIA filed no reports on Form 8-K during the three months ended March 31,
2000.
18
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, VIA
NET.WORKS, Inc. has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized
VIA NET.WORKS, Inc.
Date: August 15, 2001 By: /s/ David M. D'Ottavio
- --------------------- --------------------------
David M. D'Ottavio
Chief Executive Officer, Chairman
of the Board of Directors (Duly Authorized Officer)
Date: August 15, 2001 By: /s/ Catherine A. Graham
- --------------------- ---------------------------
Catherine A. Graham
Vice President, Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)
19
EXHIBIT INDEX
3.1. Amended and Restated Certificate of Incorporation of VIA NET.WORKS,
Inc. (1)
3.2 Amended and Restated Bylaws of the VIA NET.WORKS, Inc. (2)
4.1 Specimen certificate representing the Common Stock (3)
(1) Incorporated by reference to VIA's annual report on Form 10-K for the
year ended December 31, 1999. File No. 333-91615, as filed with the SEC on
January 19, 2000.
(2) Incorporated by reference to VIA's registration statement on Form S-1,
File No. 333-91615, as filed with the SEC on January 19, 2000.
(3) Incorporated by reference to VIA's registration statement on Form S-1,
File No. 333-91615, as filed with the SEC on February 8, 2000.
20