Back to GetFilings.com



Table of Contents

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 10-K

 

x ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2003

 

OR

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from                      to                     

 

Commission File Number 000-29085

 

IMPSAT Fiber Networks, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware   52-1910372
(state or other jurisdiction of incorporation or organization)   (IRS employer identification number)

 

Elvira Rawson de Dellepiane 150

Piso 8, C1107BCA

Buenos Aires, Argentina

(5411) 5170-0000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

Securities registered pursuant to Section 12(b) of the Act: None

 

Title of Each Class


 

Name of Each Exchange

On Which Registered


_________________

 

__________________

_________________

 

__________________

 

Securities registered pursuant to Section 12(g) of the Act: common stock, par value $0.01 per share

 

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

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Securities Exchange Act Rule 12b-2).

 

Yes ¨ No x

 

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13, or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

 

Yes x No ¨

 

The aggregate market value of our common stock held by non-affiliates was approximately $9.9 million as of June 30, 2003, the last business day of our most recently completed second fiscal quarter (based upon the closing price for the common stock as reported on such date by the Nasdaq Over-The-Counter Bulletin Board).

 

There were 10,100,000 shares of common stock outstanding on March 15, 2004.

 

Portions of our Proxy Statement to be delivered to securityholders in connection with the Annual Meeting to be held on April 30, 2004 are incorporated by reference into Part III of this Report.

 



Table of Contents

TABLE OF CONTENTS

 

CERTAIN CONSIDERATIONS

   2

ITEM 1.

   BUSINESS    12

ITEM 2.

   PROPERTIES    19

ITEM 3.

   LEGAL PROCEEDINGS    20

ITEM 4.

   SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS    21

PART II

   22

ITEM 5.

   MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES    22

ITEM 6.

   SELECTED FINANCIAL DATA    22

ITEM 7.

   MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS    25

ITEM 7A.

   QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK    46

ITEM 8.

   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA    47

ITEM 9.

   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE    47

ITEM 9A.

   CONTROLS AND PROCEDURES    47

PART III

   48

ITEM 10.

   DIRECTORS AND OFFICERS    48

ITEM 11.

   EXECUTIVE COMPENSATION    49

ITEM 12.

   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS    49

ITEM 13.

   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS    50

ITEM 14.

   PRINCIPAL ACCOUNTANT FEES AND SERVICES    50

PART IV

   50

ITEM 15.

   EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K    50

SIGNATURES

   51

EXHIBIT INDEX

    

 


 

 


Table of Contents

Outlook and Uncertainties

 

Certain information in this Report contains “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact are “forward-looking statements” for purposes of these provisions, including any projections of earnings, revenues or other financial items, any statements of the plans and objectives of management for future operations, any statements concerning proposed new products or services, any statements regarding future economic conditions or performance, and any statement of assumptions underlying any of the foregoing. In some cases, forward-looking statements can be identified by the use of terminology such as “may”, “will”, “expects”, “plans”, “anticipates”, “estimates”, “potential”, or “continue”, or the negative thereof or other comparable terminology. Although IMPSAT Fiber Networks, Inc. believes that the expectations reflected in its forward-looking statements are reasonable, it can give no assurance that such expectations or any of its forward-looking statements will prove to be correct, and actual results could differ materially from those projected or assumed in these forward-looking statements.

 


 

Our Internet address is www.IMPSAT.com. We make available free of charge, on or through the investor relations section of our web site, annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as soon as reasonably practicable after we electronically file such material with, or furnish it to, the U.S. Securities and Exchange Commission (“SEC”).

 


 

In this Report, “company,” “IMPSAT,” “we,” “us” and “our” refer to IMPSAT Fiber Networks, Inc. and its subsidiaries.

 

1


Table of Contents

CERTAIN CONSIDERATIONS

 

In addition to other information in this Report, the following risk factors should be carefully considered in evaluating IMPSAT and its business because such factors currently may have a significant impact on our business, operating results and financial condition. As a result of the risk factors set forth below and elsewhere in this Report and the risks discussed in IMPSAT’s other SEC filings, actual results could differ materially from those projected in any forward-looking statements.

 

Risks Related to Our Financial Position and Our Securities

 

We have emerged from Chapter 11 bankruptcy and may need additional financing

 

On June 11, 2002, we filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code with the United States Bankruptcy Court for the Southern District of New York. On September 4, 2002, we filed our plan of reorganization, which we refer to as the Plan, with the bankruptcy court. By order dated December 16, 2002, the bankruptcy court confirmed the Plan. In accordance to the terms of the Plan, we formally emerged from bankruptcy on March 25, 2003, which we refer to as the Effective Date. Our recent emergence from bankruptcy may adversely affect our ability to negotiate favorable trade terms with lenders, suppliers and vendors.

 

Our projections contained in the Plan contemplate a $20 million financing in 2005, regarding which there also can be no assurances that such financing will be achieved. Beginning in 2005, we are required to repay in installments the principal amount of our restructured senior debt owed by our subsidiaries to certain of their vendor financiers who elected to participate in the Plan. In addition, the new guaranteed senior notes issued under the Plan, which we refer to as the Senior Notes, begin to pay cash interest in 2005 and must be repaid, or refinanced, upon their maturity date in 2011. We may be required to refinance all or a portion of the indebtedness at such times in order to repay our indebtedness because we may not have sufficient internally-generated funds to do so. In that event, we assume that we would be able to arrange refinancing by means of the issuance of debt or the infusion of equity at such time. However, there can be no assurances that any such refinancing will be achieved or that additional financing will be available on acceptable terms or at all.

 

Our historical financial information is not comparable to our current financial condition and results of operations

 

As a result of emergence from bankruptcy, we are operating our business with a new capital structure. We are also subject to fresh-start reporting prescribed by accounting principles generally accepted in the United States of America, which we refer to as U.S. GAAP, and our balance sheet as of December 31, 2003 reflects the application of these rules. Accordingly, our financial condition and results of operation are not comparable to the financial condition and results of operations reflected in our historical financial statements, making it difficult to assess our future prospects based on historical performance.

 

We have a history of incurring losses that may make it difficult to fund our future operations

 

We commenced commercial operations in 1990 and have experienced rapid growth, increasing our annual revenues from $8.2 million in 1991 to $128.4 million in 1996 and $220.3 million in 2003 (including, with respect to revenue amounts for the last three quarters in 2003, our company after its emergence from bankruptcy). We recorded net losses of $131.5 million in 1999, $154.1 million in 2000, $715.3 million in 2001 and $204.5 million in 2002. In 2003, we recorded net income of $740.5 million, which net income is attributable to the effect of the financial restructuring that resulted from the consummation of the Plan and related transactions. Increased competition, adverse economic conditions in our countries of operation and other factors have negatively affected our financial condition and business operations. Our revenues have not been capable of funding our operations and repaying our indebtedness when due.

 

2


Table of Contents

We continued to be leveraged and our debt service requirements make us more vulnerable to economic downturns in the markets we service or in the economy in general

 

Our indebtedness restricts our ability to obtain additional financing in the future and, because we may be more leveraged than some of our competitors, may place us at a competitive disadvantage. Also, the indentures and amended financing agreements that we entered into in connection with our emergence from bankruptcy contain covenants that impose operating and financial restrictions on us. These covenants could adversely affect our ability to finance future operations, potential acquisitions or capital needs or to engage in other business activities that may be in our interest. In addition, if we cannot achieve the financial results necessary to maintain compliance with these covenants, we could be declared in default and be required to sell or liquidate our assets to repay outstanding debt. Our total indebtedness as of December 31, 2003 was $261.2 million.

 

There is a limited trading market for our common stock

 

There is currently a limited trading market for our common stock, which began trading on the Nasdaq OTC Bulletin Board under the symbol “IMFN” on June 13, 2003. Prior to June 13, 2003, there was no established market for our common stock since the date of our emergence from bankruptcy. There can be no assurance that an active trading market for our common stock will develop or be sustained.

 

We are restricted in our ability to pay dividends

 

We do not anticipate paying any dividends on our common stock in the foreseeable future. In addition, the covenants under the indentures governing our Senior Notes (and any future financial facility to which we are a party will also likely) limit the ability of our company to pay dividends. Certain institutional investors may only invest in dividend paying securities or may operate under other restrictions that may prohibit or limit their ability to invest in our common stock.

 

As a result of the implementation of our plan of reorganization, we have a significant concentration of holders of our shares of our common stock

 

As part of the Plan, certain holders of claims received distributions of a significant number of shares of our common stock or of securities convertible into or exercisable for such common stock. If such holders of significant numbers of shares of the common stock were to act as a group, such holders would be in a position to control the outcome of actions requiring stockholder approval, including the election of directors. The concentration of ownership could also facilitate or hinder a negotiated change of control of the company and, consequently, affect the value of the common stock.

 

As a result of the implementation of the Plan our initial board of directors were nominated by certain initial holders of our securities. As long as these initial holders continue to hold a certain percentage of our common stock, common stockholders will not have the right to elect individuals to our board of directors.

 

Further, the possibility that one or more of the holders of significant numbers of shares of the common stock may determine to sell all or a large portion of their shares of common stock in a short period of time may adversely affect the market price of the common stock.

 

Risk Related to Our Business

 

Economic and political conditions in Latin America pose numerous risks to our operations

 

Substantially all of our revenues are derived from operations in Latin America. During 2002 and 2003, we derived approximately 24.6% and 26.6% of our consolidated net revenues from services provided by IMPSAT Argentina,

 

3


Table of Contents

approximately 25.3% and 24.8% by IMPSAT Colombia. Our company also has operations in Venezuela, Brazil, the United States, Ecuador, Chile and Peru. Other than the United States, each country where we have significant operations has experienced political and economic instability in recent years. Moreover, as events in the Latin American region have demonstrated, negative economic or political developments in one country in the region can lead to or exacerbate economic or political crises elsewhere in the region. Furthermore, events in recent years in other developing markets have placed pressures on the stability of the currencies of a number of countries in Latin America, including Argentina, Brazil, Colombia and Venezuela. While certain areas in the Latin American region have experienced economic growth, this recovery remains fragile. Pressures on the local currencies in the countries in which we operate are likely to have an adverse effect on many of our customers, which, in turn, could adversely affect us. Volatility in regional currencies and capital markets has also had an adverse effect on our ability and that of our customers to gain access to international capital markets for necessary financing and refinancing. A lack of international capital sources for emerging market borrowers could have a material adverse effect on us and many of our customers.

 

According to published reports, during 2003, Argentina’s gross domestic product (GDP) grew by 8.4% while Brazil experienced a decline of 0.2% in its GDP. During 2003, Colombia’s GDP grew by 4.1% and Venezuela’s GDP contracted by 7.5%. Although reports have forecasted GDP growth for 2004 in most of our countries of operations, we do not expect fundamental improvements in macroeconomic conditions in Latin America in the near term.

 

While Argentina appears to be economically recovering it still faces a political and financial crisis

 

A significant portion of our operations, properties and customers are located in Argentina. Net revenues from services from our Argentine operations, acting through IMPSAT Argentina, for each of 2002 and 2003 represented approximately 24.6% and 26.6% of our consolidated net revenues from services during those years. Accordingly, our financial condition and results of operations depend to a significant extent on macroeconomic and political conditions prevailing from time to time in Argentina. The Argentine economy has experienced significant volatility in recent decades, characterized by periods of low or negative growth and high and variable levels of inflation.

 

In the fourth quarter of 1998, the Argentine economy entered into a recession that caused the gross domestic product to decrease by 3% in 1999, 0.5% in 2000, 4.5% in 2001, and 10.9% in 2002. Beginning in the second half of 2001, Argentina’s recession worsened significantly, precipitating a severe political and economic crisis. In December 2001, the Argentine government introduced a partial freeze on bank deposits, which resulted in widespread political protests and social disturbances and the resignation of Argentina’s then president, Fernando de la Rua. Such protests and disturbances persisted as the Argentine economy continued to deteriorate.

 

On May 25, 2003, Nestor Kirchner was inaugurated as president of Argentina. Thus far, there has been a generally positive market reaction to the economic and fiscal policies of Mr. Kirchner. However, since the election, there has been continued volatility in the value of Argentina’s currency compared to the U.S. Dollar and speculation about the willingness or ability of Argentina to service its multibillion-dollar public debt. On September 11, 2003, Argentina was able to reach an agreement with the International Monetary Fund (the “IMF”) to refinance $31 billion of indebtedness with the IMF, staged over a three-year period. In return, Argentina agreed to implement economic reform and to negotiate with private creditors of over $80 billion of sovereign indebtedness upon which Argentina has defaulted.

 

Argentina’s foreign debt crisis and differences over how it should be resolved have pitted the Argentine government against creditors in the United States, Europe, and Asia, along with the IMF. Although the Argentine government, on March 9, 2004, made a scheduled debt payment in the amount $3.1 billion to the IMF, the Argentine government and the IMF have publicly disagreed on the terms by which Argentina has proposed to restructure its defaulted sovereign debt to private sector bondholders. In addition, Mr. Kirchner’s proposal that Argentina’s private creditors accept a 75 percent reduction in the face value of the foreign debt has been strongly rejected by many of these creditors. Some of these creditors have pressed their claims by seeking judicial action to have properties owned outside of Argentina by the Argentine government seized in exchange for payment. The stance adopted by Argentina against its creditors risks further deepening that country’s debt crisis and jeopardizing its ability to access international financial

 

4


Table of Contents

markets in the future. If realized, these circumstances are likely to have a material adverse effect on IMPSAT Argentina’s and our consolidated cash flows, financial condition and results of operations.

 

The political and financial crisis resulted in the devaluation of the Argentine peso

 

In late December 2001, Argentina’s ongoing political and financial crisis deepened and the country defaulted on its massive foreign debt. In early January 2002, the government of President Eduardo Duhalde abandoned the decade-old fixed peso-dollar exchange rate and permitted the peso to float freely against the U.S. dollar. The peso free market opened on January 11, 2002 and traded at 1.65 pesos to the U.S. dollar and has traded as low as 3.87 pesos to the U.S. dollar on June 26, 2002. Since that date, the peso has generally appreciated against the U.S. dollar. At December 31, 2003, the exchange rate was 2.95 pesos to the U.S. dollar. The devaluation of the Argentine peso affects our consolidated financial statements by generating foreign exchange transaction gains or losses on dollar-denominated monetary assets and liabilities of IMPSAT Argentina and generally results in a decrease, in U.S. dollar terms, in our revenues, costs and expenses in Argentina.

 

In February 2002, the Argentine government instituted the “pesification” decree. Generally, this decree mandates that all monetary obligations arising from agreements subject to Argentine law denominated in foreign currency and existing as of January 6, 2002 are mandatorily converted into monetary obligations denominated in pesos at an exchange rate of one U.S. dollar to one peso. Such obligations generally may be adjusted pursuant to an index published by the Argentine central bank called the “coeficiente de estabilización de referencia” (“CER”), which is based on the Argentine consumer price index. Contracts denominated in pesos before the decree continue to be denominated in pesos, unaffected by the decree. The devaluation and the “pesification” of agreements of our company governed by Argentine law may have adverse, unknown and unforeseeable effects on us.

 

As a result of the “pesification” decree, a significant number of IMPSAT Argentina’s customer contracts and a large percentage of its operating cash inflows were converted into pesos. As of December 31, 2003, approximately 57% of IMPSAT Argentina’s revenues were denominated in pesos and approximately 43% of its revenues were denominated in U.S. dollars. However, IMPSAT Argentina’s debt service payments and a significant portion of its costs (including capital equipment purchases and payments for certain leased satellite and terrestrial capacity) remain denominated and payable in U.S. dollars. Accordingly, our financial condition and results of operations in Argentina are dependent upon IMPSAT Argentina’s ability to generate sufficient pesos (in U.S. dollar terms) to pay its costs, expenses and to satisfy its debt service requirements. There remain significant uncertainties regarding the extent of the devaluation and the direction of the fiscal policies in Argentina. A continued economic crisis in Argentina and/or significant devaluation of the peso against the U.S. dollar could have a material adverse effect on our consolidated cash flows, financial condition, and results of operations.

 

Numerous uncertainties exist surrounding the ultimate resolution of Argentina’s economic and political instability, and actual results could differ from those estimates and assumptions utilized. The Argentine economic and political situation continues to evolve and the Argentine government may enact future regulations or policies that, when finalized and adopted, may adversely and materially impact, among other items: (i) the realized revenues we receive for services offered in Argentina; (ii) the timing of repatriations of any dividends or other cash flows from IMPSAT Argentina to our holding company in the United States; (iii) our asset valuations; and (iv) our peso-denominated monetary assets and liabilities.

 

Brazilian economic and political conditions may have a direct impact on our operations

 

Brazil, as the largest country and economy in Latin America, represents a significant existing and potential market for us. Our company, acting through IMPSAT Brazil, has expanded its operations in Brazil since that subsidiary’s inception in 1998. Revenues from services from our Brazilian operations for 2002 and 2003 represented approximately 15.6% and 13.8%, respectively, of our consolidated net revenues from services for such periods. For 2003, our operations in Brazil represented the fourth largest source of revenues among the eight countries in which we operate. Accordingly,

 

5


Table of Contents

our operations in Brazil subject our financial condition and results of operations to various additional economic and political risks.

 

The Brazilian government has frequently intervened in the Brazilian economy and occasionally makes drastic changes in policy. The Brazilian government’s actions to control inflation and effect other policies have often involved wage and price controls, currency devaluations, capital controls and limits on imports, among other things. Luiz Inacio Lula da Silva, the left-wing candidate, was elected president of Brazil on October 27, 2002.

 

Our business, financial condition and result of operations in Brazil may be adversely affected by changes in policy involving factors outside of our control, such as:

 

  monetary and fiscal policies;

 

  currency fluctuations;

 

  energy shortages; and

 

  other political, social and economic developments in or affecting Brazil.

 

In early 1999, the Brazilian government allowed the real to float freely, resulting in a 38% devaluation against the U.S. dollar from January 14, 1999 through December 31, 2000. During the past three years, Brazil’s currency has experienced further significant devaluations against the U.S. dollar. These and prior devaluations have had a negative effect on our real-denominated revenues. In addition, currency devaluations can also create inflationary pressures. Inflation itself, as well as some governmental measures to combat inflation, have had significant negative effects on the Brazilian economy in the past.

 

Brazil experienced economic uncertainty in the months leading up to the election of Mr. Lula da Silva as President of Brazil on October 27, 2002, as investors feared that the leftist Lula administration would fail to maintain fiscal discipline and that the nation would default on its debt obligations. In the aftermath of the election however, policy promises and cabinet appointments by the Lula administration have generally appeased the investor community and caused Brazilian markets to react positively. At December 31, 2002, the real traded at a rate of R$3.53 = $1.00 and appreciated during 2003 to a rate of R$2.91 = $1.00 at December 31, 2003. At March 15, 2004, the real traded at a rate of R$2.91 = $1.00. Despite appreciation of the real against the U.S. dollar during the last quarter of 2003 and stabilization of inflation, the Brazilian economy continues to experience difficulty. Brazil’s GDP contracted by around 0.2% during 2003. Failure to successfully implement necessary economic reforms and measures to preserve social and political stability and achieve economic growth in Brazil could prompt adverse responses from the international capital markets and investor community and halt or reverse any economic recovery in that country. The political and economic volatility in Brazil have had, and can be expected to continue to have, a material adverse effect on IMPSAT Brazil’s and our overall financial condition and results of operations.

 

Recent civil and political unrest in Venezuela may have an adverse impact on our operations

 

In April 2002, a general strike and violent civil unrest in Venezuela directed against the policies of that country’s head of state, President Hugo Chavez, forced Mr. Chavez from office. Less than two days later, strong support from tens of thousands of pro-Chavez demonstrators led to Mr. Chavez’s reinstatement. In December 2002, opposition groups again launched a nationwide labor strike. The strike, which lasted for two months, brought the Venezuelan economy to an almost standstill and severely curtailed the production and export of oil, the major source of Venezuela’s foreign exchange. In December 2003, opposition forces announced that they had secured a sufficient number of votes to trigger a recall referendum against Mr. Chavez’s continuation in office. In March 2004, the electoral authorities preliminarily ruled that there were insufficient legitimate signatures to support the petition. The authority’s decision has resulted in further civil unrest and protests.

 

6


Table of Contents

Venezuela’s political instability in the first quarter of 2003 caused many private businesses throughout the country to close temporarily and disrupted Venezuela’s petroleum industry, which provides the government with more than half its revenue. In response, the Venezuelan government imposed foreign exchange and price controls beginning in February 2003, which make it difficult for our customers in Venezuela to obtain the U.S. dollars needed to make payments due to us in U.S. dollars on a timely basis. These foreign exchange controls also limit our ability to convert local currency into U.S. dollars and transfer funds out of Venezuela. At December 31, 2002, the bolivar traded at a rate of Bs.1,392.00 = $1.00. On February 6, 2003, the Venezuelan government set a single fixed exchange rate for the bolivar against the U.S. dollar of approximately Bs.1,600.00 = $1.00 as part of the new currency controls. On February 9, 2004, the Venezuelan government further devalued the bolivar to Bs. 1,920.00 = $1.00. There is a risk that a continuation or worsening of these volatile political and economic conditions in Venezuela could materially and adversely impact our future business, operations, financial condition and results of operations.

 

We are vulnerable to currency fluctuations, devaluations and restrictions that may increase our losses and cause fluctuations in our operating results

 

A significant portion of our costs, including lease payments for certain satellite and fiber optic capacity, purchases of capital equipment, and payments of interest and principal on our indebtedness is payable in U.S. dollars. Our results of operations and financial conditions are therefore vulnerable to currency devaluations. Following the “pesification” decree, our contracts that were governed by Argentine law, denominated in foreign currency and existing as of January 6, 2002 were mandatorily converted into monetary obligations denominated in pesos at an exchange rate of one U.S. dollar to one peso, subject to adjustment pursuant to the Argentine CER consumer price index. In Brazil, our customer contracts with Brazilian counterparties cannot be denominated in U.S. dollars or linked to the exchange rate between the Brazilian real and the U.S. dollar, although we are permitted to amend the pricing of our services for our long-term telecommunications service contracts with our customers annually based on changes in the consumer price index in Brazil for the prior year. The inflation adjustment provisions in these laws do not eliminate completely the currency exchange risk facing our operations in Argentina and Brazil. For example, contracts entered into between Argentine parties after the “pesification” decree’s enactment that are initially denominated in pesos may not thereafter be adjusted according to the CER or any other consumer price index. Also, changes in the consumer price indices in Argentina and Brazil may lag or be lower than changes in the exchange rate between the Argentine and Brazil local currency and the U.S. dollar and therefore may not fully allow us to address the impact of a devaluation of those currencies against the U.S. dollar. Our operations in Argentina and Brazil represented a significant portion of our consolidated net revenues in 2003. Accordingly, our operations in Argentina and Brazil have exposed us, and will increase our exposure, to exchange rate risks.

 

Except in Argentina (since the “pesification” decree, to the extent discussed above) and Brazil, the contracts of the company and its subsidiaries with customers generally provide for payment in U.S. dollars or for payment in local currency linked to the exchange rate between the local currency and the U.S. dollar at the time of invoicing. Accordingly, inflationary pressures on local economies in the other countries in which we operate did not have a material effect on our net revenues during 2003. However, given that the exchange rate is generally set at the date of invoicing and that we in some cases experience substantial delays in collecting receivables, our operations in those other countries are also exposed to exchange rate risk.

 

Substantial or continued devaluations in local currencies relative to the U.S. dollar could have a material adverse effect on the ability of our customers to absorb the costs of a devaluation. This could result in our customers seeking to renegotiate their contracts with us or, failing satisfactory renegotiation, defaulting on or canceling their contracts. Our competitors and potential future competitors, including the monopoly public telephony operators, which we refer to as PTOs, and large, multinational telecommunications companies, may be less exposed to currency risk or may be better able to hedge their currency risk and could thereby gain a relative competitive advantage in the event of a currency devaluation. In addition, Latin American economies have experienced shortages in foreign currency reserves and restrictions on the ability to expatriate local earnings and convert local currencies into U.S. dollars. Currency devaluations in one country may have adverse effects in another country.

 

7


Table of Contents

Our earnings will deteriorate if we cannot collect on our customer accounts

 

We provide trade credit to our customers in the normal course of business. As of December 31, 2003, approximately 37.5% of our gross accounts receivable were past due more than six months. We recorded a provision for doubtful accounts of $2.9 million in 2003 compared to $13.1 million for 2002. At December 31, 2003, our allowance for doubtful accounts covered approximately 106.3% of our gross trade accounts receivable past due more than six months. As our business increases with small and medium customers and in relation to any economic contractions in our principal countries of operation, we may experience an increase in uncollectable accounts receivable. For example, we anticipate that we could experience an increase in our uncollectable accounts receivables because of the political and financial instability in Argentina and Venezuela (see “—Economic and political conditions in Latin America pose numerous risks to our operations”) and their adverse impact on the creditworthiness and solvency of our customers. Difficulties in collecting amounts due from our Argentine and Venezuelan customers during coming periods could have a material adverse effect on our business, results of operations and financial condition.

 

We face numerous risks that could adversely affect our Broadband Network strategy

 

Operating the Broadband Network may have a negative impact on our results of operations

 

Our operation of the Broadband Network, which may include the expansion into new services for our business customers, could involve any one or more of the following:

 

  regulatory risks, including obtaining the appropriate licenses;

 

  interconnection difficulties;

 

  capital expenditures; and

 

  competition from large, well-financed international telecommunications carriers.

 

Our ability to obtain new capital that we might require in the future may be negatively affected by many factors beyond our control

 

Our future capital requirements will depend upon many factors, including:

 

  the cost, timing and extent of upgrading or maintaining our networks and services;

 

  our enhancement and development of services, directly or through our subsidiaries;

 

  our ability to react to developments in the industry, including regulatory changes;

 

  the status of competing services; and

 

  our results of operations.

 

Further development of the Broadband Network will require additional resources that we may not have

 

We may need to adapt the Broadband Network to respond to:

 

  requests by our customers for coverage of our Broadband Network beyond its existing footprint;

 

  changes in our customers’ service requirements; and

 

  technological advances by our competitors.

 

8


Table of Contents

We may require additional financial, operational and managerial resources to expand or adapt the Broadband Network. If we are unable to expand or adapt the Broadband Network to respond to these developments on a timely basis and at a commercially reasonable cost, our business will be materially adversely affected.

 

Our failure to acquire, integrate and operate new technologies could harm our competitive position

 

The telecommunications industry is characterized by rapid and significant technological advancements and the introduction of new products and services. We do not possess significant intellectual property rights with respect to the technologies we use and are dependent on third parties for the development of and access to new technology. In addition, we generally own the customer premises equipment used to provide our services and we own the fiber optic networks, including switching equipment, that constitute the Broadband Network. Therefore, technological changes that render our equipment and the Broadband Network out of date, less efficient or more expensive to operate than newer equipment could require us to incur substantial increases in capital expenditures to upgrade or replace such equipment.

 

We cannot predict the effect on our business of technological changes, such as changes relating to emerging wireline and wireless transmission technologies and the use of the Internet for traditional voice, data or other broadband services. In addition, it is impossible for us to predict with any certainty which emergent technologies relevant to our business will prove to be the most economic, efficient or capable of attracting new customers. A reduction in the demand for data transmission services or a failure by us to obtain and adapt to new technologies in our markets could have a material adverse effect on our ability to compete successfully.

 

We face significant competition in Latin America

 

The telecommunications industry in Latin America is highly competitive and is generally characterized by low barriers to entry. We expect that competition in the industry will maintain its intensity. We compete on the basis of our experience, quality, customer service, range of services offered and price.

 

We have experienced pricing pressure for some of our services, and we expect to continue to face pricing pressure. We may further experience declining operating profit margins as the PTOs in the countries in which we operate become more competitive and place greater emphasis on data telecommunications.

 

PTOs have competitive advantages in the marketplace

 

In most of our markets, our principal competitor is the local PTO or an affiliate of the local PTO. The PTOs generally have significant competitive advantages. These advantages generally include:

 

  close ties with national regulatory authorities

 

  control over connections to local telephone lines

 

  ability to subsidize competitive services with revenues generated from services they provide on a monopoly or duopoly basis

 

  reluctance of regulators to adopt policies and grant regulatory approvals that will result in increased competition

 

9


Table of Contents

For example, our principal competitors in Argentina are Telecom Soluciones S.A. and Advance Telecomunicaciones S.A., which are data transmission companies controlled by Telecom Argentina STET-France Telecom S.A. (“Telecom Argentina”) and Telefonica de Argentina S.A. (“Telefonica”), respectively. Telecom Argentina and Telefonica are the PTOs in Argentina. In Brazil, our principal competitors are Embratel, Brasil Telecom, Telefonica, and Telemar.

 

In the future, the PTOs may devote substantially more resources to the sale, marketing and provision of services that compete with us, which could have a material adverse effect on our business, results of operations and financial condition.

 

International telecommunications carriers have greater resources than we do

 

We also compete with operators of satellite data transmission networks and terrestrial telecommunications links, and face actual or potential competition from large international telecommunications carriers and from other industry participants. International telecommunications carriers, whose principal focus has traditionally been long distance telephony services, may increasingly focus on the private telecommunications network systems segment of the telecommunications market as deregulation continues. Many of these potential competitors have substantially greater financial and other resources than we do. In addition, consolidation of telecommunications companies and the formation of strategic alliances within the telecommunications industry could give rise to significant new competitors.

 

Our competitors could take advantage of new or competing technologies to our detriment

 

Although we believe we have the flexibility to act quickly to take advantage of any significant technological development, new competing technologies may negatively affect our business. For example, technologies such as digital subscriber line, or DSL, significantly enhance the speed of traditional copper lines. DSL or other technologies enable our PTO competitors to offer high-speed services without undergoing the expense of replacing their existing copper networks. Widespread use of DSL in our markets could have a material adverse effect on our “last mile” advantage. Our telecommunications network services also may face competition from entities that use new or emerging voice and data transmission services or technologies that currently are not widely available in Latin America. Furthermore, competing technologies may gain market and commercial acceptance. We are limited by our existing cash resources and our anticipated constraints on availability of financing from making any significant capital expenditures to acquire any new technologies. If these developing or new technologies are successful, they may provide significant long-term competition that could have a material adverse effect on our business, results of operations and financial condition.

 

The downturn in the telecommunications industry negatively affects us

 

Regional economic difficulties, which have persisted since 2001, have had a materially negative impact on the telecommunications market in Latin America. The rate at which the industry improves is critical to our ability to improve overall financial performance. The financial difficulties recently experienced by other participants in the telecommunications industry has resulted in some of our competitors being able to purchase the assets of these troubled companies at depressed prices. This consolidation has resulted, and could further result, in multiple smaller competitors being absorbed into relatively few large entities (with significantly greater financial and other resources than we have, including greater access to financing), thereby increasing the operating profit margin pressures that we face. As a result of our financial difficulties prior to our emergence from Chapter 11, potential customers and suppliers may be unwilling to do business with us and may prefer to do business with competitors that have greater financial and other resources.

 

We face regulatory risks and uncertainty with respect to local laws and regulations

 

Our business is dependent upon the procurement and maintenance of licenses to provide various telecommunications network services in the countries in which we operate. We believe that we have all licenses required for the conduct of our current operations. We expect that those licenses that are subject to expiration will be renewed in

 

10


Table of Contents

due course upon our application to the appropriate authorities. Due to the political and economic risks associated with the countries in which we operate, we cannot assure you that we will be able to maintain our licenses or that they will be renewed upon their expiration. The loss, or substantial limitation upon the terms, of our licenses could have a material adverse effect on our results of operations. We cannot assure you that we will succeed in obtaining all requisite regulatory approvals to operate in those countries in which we may desire to do business.

 

Local laws and regulations differ significantly among the jurisdictions in which we operate and in which we may operate in the future. The interpretation and enforcement of these laws and regulations vary and are often based on the informal views of the local ministries which, in some cases, might be subject to influence by the PTOs. The conditions governing our service offerings may be altered by future legislation or regulation. In some of our principal existing and target markets, laws and regulations prohibit or limit our provision of certain telecommunications services.

 

11


Table of Contents

PART I

 

Item 1. BUSINESS

 

General

 

We are a provider of private telecommunications network and Internet services in Latin America. We offer integrated data, voice, data center and Internet solutions, with an emphasis on broadband transmission, for national and multinational companies, financial institutions, governmental agencies and other business customers. We have operations in Argentina, Colombia, Brazil, Venezuela, Ecuador, Chile, Peru and the United States and also provide our services in other countries in Latin America. We provide telecommunications, data center and Internet services through our networks, which consist of owned fiber optic and wireless links, teleports, earth stations and leased fiber optic and satellite links. We own and operate 15 metropolitan area networks in some of the largest cities in Latin America, including Buenos Aires, Bogotá, Caracas, Quito, Guayaquil, Rio de Janeiro and São Paulo.

 

In the fourth quarter of 2000, we completed the construction of an extensive pan-Latin American broadband fiber optic network (which we call our Broadband Network) connecting major cities across Argentina and Brazil, and the commencement of commercial operation of the full Broadband Network in those locations. At December 31, 2003, the Broadband Network comprised twelve metropolitan area fiber optic networks and wireless links, extending over 1,000 route kilometers in the largest cities in Argentina, Brazil, Colombia and Peru, and long-haul fiber optic backbones in Brazil, Argentina, Chile and Colombia extending over 8,880 route kilometers. Our Broadband Network uses advanced transmission technologies, including dense wave division multiplexing, or DWDM, asynchronous transfer mode, or ATM, and Internet protocol, or IP.

 

IMPSAT Fiber Networks, Inc. was organized in 1994 as a Delaware holding company to combine the IMPSAT businesses in Argentina, Colombia and Venezuela. Our operations started in Argentina in 1990 under the name IMPSAT S.A. (IMPSAT Argentina). We began operations outside of Argentina with the establishment of IMPSAT S.A. (IMPSAT Colombia) in 1991 and the establishment of Telecomunicaciones Impsat S.A. (IMPSAT Venezuela) in 1992. New operating subsidiaries were created in Ecuador (Impsatel del Ecuador S.A., which we call IMPSAT Ecuador), in the United States (IMPSAT USA, Inc.) in 1995 and in Brazil (Impsat Comunicacoes Ltda., which we call IMPSAT Brazil) in 1998. In January 2000, we changed our company’s name from IMPSAT Corporation to IMPSAT Fiber Networks, Inc. During 2001, we commenced operations in Chile (Impsat Chile S.A., or IMPSAT Chile) and Peru (Impsat S.A., or IMPSAT Peru).

 

On June 11, 2002, we filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code with the bankruptcy court. On September 4, 2002, we filed the Plan with the bankruptcy court. During our bankruptcy proceedings, we operated our business and managed our assets in the ordinary course as a debtor-in-possession. By order dated December 16, 2002, the bankruptcy court confirmed the Plan. In accordance with the terms of the Plan, we formally emerged from bankruptcy on the Effective Date, March 25, 2003. As a result of our Chapter 11 reorganization we have reduced our principal and accrued interest by more than over $700 million which in turn has made us a financially stronger company.

 

Our Services

 

Our comprehensive telecommunications solutions consist of any combination of our service offerings, including the enhanced and additional services that we are able to offer using our Broadband Network. We currently classify these service offerings into three categories: data and value added services, Internet services, and telephony services.

 

Data Transmission and Value Added Services. We offer our customers a broad range of end-to-end network service combinations for their point-to-point and point-to-multipoint telecommunications needs, ranging from simple

 

12


Table of Contents

connections to customized private network solutions. We offer our network services over our proprietary and leased networks, which are comprised of metropolitan area fiber optic rings and wireless networks, fiber optic and satellite links. We also offer value-added services, including secure web and applications hosting services through our advanced data center facilities.

 

  Connection Services. Our customers can purchase clear channels, frame relay services, ATM services, IP multiple protocol label switching (IP MPLS) services and IP digital connection services to support their specific transmission requirements. Clear channels are typically purchased by customers that constantly transmit large amounts of voice, data and video traffic. Frame relay, IP MPLS and ATM services are typically purchased by customers requiring reliable and rapid transmission of variable amounts of voice, data and video traffic. We typically offer our clear channel connection services from 64 thousand bits per second, or Kbps, to 2 million bits per second, or Mbps, and we intend to expand this offering to 155 Mbps of capacity. Our frame relay and IP MPLS services are typically offered from 64 Kbps to 2 Mbps and we intend to offer our ATM services from 2 Mbps to 155 Mbps. In addition, we offer digital connections using Internet protocol (local area network switching) with interfaces of 10 Mbps to 100 Mbps as one of our options for local data network solutions.

 

  Private Network Services. For customers that require significant bandwidth and reliable data transmission between a number of sites, we offer customized private networks that combine fiber optic, fixed wireless and satellite technology. We also provide them with a variety of other services including network management services, trouble shooting reports, quality control and value-added services. Our consultative sales process ensures that each private network is designed to meet the evolving specific business and systems requirements of each customer. We also offer services such as video conferencing and remote learning as part of our private network services.

 

  Other Value-Added Services. We offer information technology solutions and data center services designed to facilitate our customer’s e-business and e-commerce needs and optimize our customers’ business processes.

 

  Data Center Services. We have established 14 data center facilities that offer hosting services by integrating our broadband services with advanced value-added solutions in the region. We offer our clients a complete set of data center services ranging from housing, shared and dedicated hosting to more complex managed hosting solutions, including disaster recovery and applications management and outsourcing services. We also offer co-location services to carriers, including the rental of secure space, equipment provisioning and operation and maintenance services.

 

  Information Technology Solutions. As part of our end-to-end solutions, we also offer a variety of information technology services, including the design, installation and integration of intranets, extranets and virtual private data networks, through which our customers can conduct business in a secure environment as well as integrate these new systems with their legacy telecommunications systems. In addition, we offer an outsourcing solution for customers that do not have the technical personnel or choose not to operate, manage and maintain their telecommunications systems and networks.

 

Internet Services. We have offered Internet access services to corporate and ISP customers since 1996. Our Broadband Network links our Latin American Internet backbone, which is managed as a single autonomous system, to the U.S. Internet through our U.S.-based point of presence using our fiber optic links in addition to our leased satellite links. With the objective of positioning ourselves as the Latin America Internet Backbone, we have deployed a series of data centers within the region utilizing tier-1 Internet service providers such as Cable & Wireless and Qwest.

 

 

Corporate Internet Services. As part of providing our customers with a total telecommunications solution, we currently offer our corporate customers Internet access services including line provisioning, managed security

 

13


Table of Contents
 

services, videoconferencing, media streaming services, IP MPLS services, equipment provisioning and installation, primary and secondary domain registration and maintenance and technical support.

 

  Wholesale Internet Services. We provide a complete Internet service for ISPs, including managed line provisioning for domestic and international backbone connections between points of presence, access to our co-location sites and server services (e-mail and hosting services), managed security services, managed modem and roaming services, as well as the use of our network operation and help desk services.

 

Telephony Services. We provide switched-voice domestic and international long distance telephony services to corporate customers and resellers in Argentina, international long distance service in the United States, where we have our international hub, and international long distance service in Peru and we plan to further expand these offerings to other countries in the region. We expect that Brazil (where we received licenses to provide basic telephony services to end-user customers), Argentina and Peru will provide the most significant market opportunities. As components of our telephony services, we currently offer local, national and international long-distance services, toll free services and local numbering, and telephony related value added services to our corporate customers as well as calling cards, public telephony services and wholesale voice services to other carriers and resellers.

 

The following table shows our company’s net revenues breakdown by service for the years ended December 31, 2001, 2002 and 2003:

 

    

Predecessor

Company

December, 31
2001


  

Predecessor

Company

December, 31
2002


   %
change (1)


   

Combined

Results

December 31,
2003


   %
change (1)


 
     (dollar amounts in thousands)  

Data and value added services:

                                 

Broadband and satellite

   $ 229,991    $ 173,265    (24.7 )%   $ 162,237    (6.4 )%

Value added services(2)

     17,186      14,191    (17.4 )     15,338    8.1  
    

  

        

      

Total

     247,177      187,456            177,575       

Internet

     45,403      27,243    (40.0 )     24,041    (11.8 )

Telephony

     11,762      14,327    (21.8 )     17,674    23.4  
    

  

  

 

  

Total net revenues from services

   $ 304,342    $ 229,026    (24.7 )%   $ 219,290    (4.3 )%
    

  

  

 

  


(1) Increase (decrease) compared to previous year.

 

(2) “Value added services” includes revenues from our data center services, systems integration and other information technology solutions services.

 

The Broadband Network

 

Our Broadband Network, enables us to provide high capacity, high speed telecommunications services across Latin America. Our Broadband Network comprises:

 

  fiber optic local rings and wireless access points within major cities in Latin America, including Buenos Aires, Bogotá, Caracas, Quito, São Paulo and Rio de Janeiro

 

  long-haul, high capacity fiber optic backbones linking major cities in Latin America

 

  capacity on undersea cable systems to provide connections between and among major Latin American countries, as well as global telecommunications connections and Internet access

 

  data center facilities in major cities in Latin America

 

14


Table of Contents

We believe that our Broadband Network enables us to:

 

  cost-effectively offer more bandwidth-intensive services, including intranet and extranet services

 

  reduce our costs for leased satellite