UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| x | Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the quarterly period ended March 31, 2004
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 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 registrants’ principal executive offices)
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 whether the registrant is an accelerated filer (as defined in Securities Exchange Act Rule 12b-2). YES ¨ NO x
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
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 ¨
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: As of March 31, 2004, the registrant had outstanding 10,100,000 shares of common stock, $0.01 par value.
| Page No. | ||||
| PART I FINANCIAL INFORMATION | ||||
| ITEM 1. FINANCIAL STATEMENTS |
F-1 | |||
| ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
1 | |||
| ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
12 | |||
| ITEM 4. CONTROLS AND PROCEDURES |
13 | |||
| PART II OTHER INFORMATION | 13 | |||
| ITEM 1. LEGAL PROCEEDINGS |
13 | |||
| 13 | ||||
| ITEM 3. DEFAULTS UPON SENIOR SECURITIES |
13 | |||
| 13 | ||||
| ITEM 5. OTHER INFORMATION |
13 | |||
| ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K |
14 | |||
| SIGNATURES | 16 | |||
| CERTIFICATIONS | ||||
FINANCIAL INFORMATION
IMPSAT FIBER NETWORKS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (SUCCESSOR COMPANY)
AS OF DECEMBER 31, 2003 AND MARCH 31, 2004
(In thousands of U.S. Dollars, except share amounts)
(Unaudited)
| Successor Company |
||||||||
| December 31, 2003 |
March 31, 2004 |
|||||||
| ASSETS |
||||||||
| CURRENT ASSETS: |
||||||||
| Cash and cash equivalents |
$ | 61,498 | $ | 60,082 | ||||
| Trading investments |
2,474 | 253 | ||||||
| Trade accounts receivable, net |
31,213 | 32,026 | ||||||
| Other receivables |
11,630 | 14,088 | ||||||
| Prepaid expenses |
2,249 | 3,830 | ||||||
| Total current assets |
109,064 | 110,279 | ||||||
| PROPERTY, PLANT AND EQUIPMENT, Net |
315,817 | 308,877 | ||||||
| NON-CURRENT ASSETS: |
||||||||
| Investments in common stock |
1,873 | 3,446 | ||||||
| Other non-current assets |
13,875 | 14,350 | ||||||
| Total non-current assets |
15,748 | 17,796 | ||||||
| TOTAL |
$ | 440,629 | $ | 436,952 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY |
||||||||
| CURRENT LIABILITIES: |
||||||||
| Accounts payable — trade |
$ | 37,095 | $ | 37,829 | ||||
| Current portion of long-term debt |
11,851 | 27,553 | ||||||
| Accrued and other liabilities |
33,140 | 29,951 | ||||||
| Total current liabilities |
82,086 | 95,333 | ||||||
| LONG-TERM DEBT, Net |
249,394 | 236,537 | ||||||
| OTHER LONG-TERM LIABILITIES |
11,904 | 12,125 | ||||||
| Total liabilities |
343,384 | 343,995 | ||||||
| COMMITMENTS AND CONTINGENCIES (NOTE 14) |
||||||||
| STOCKHOLDERS’ EQUITY: |
||||||||
| Preferred stock, $0.01 par value; 5,000,000 shares authorized, no shares outstanding as of December 31, 2003 and March 31, 2004 |
||||||||
| Common stock, $0.01 par value; 50,000,000 shares authorized, 10,100,000 shares issued and outstanding (including 150,000 and 100,000 restricted shares held in the 2003 Stock Incentive Plan as of December 31, 2003 and March 31, 2004, respectively) |
101 | 101 | ||||||
| Additional paid in capital |
90,294 | 90,294 | ||||||
| Retained earnings |
9,477 | 3,005 | ||||||
| Deferred stock-based compensation |
(1,320 | ) | (880 | ) | ||||
| Accumulated other comprehensive (loss) income |
(1,307 | ) | 437 | |||||
| Total stockholders’ equity |
97,245 | 92,957 | ||||||
| TOTAL |
$ | 440,629 | $ | 436,952 | ||||
See notes to condensed consolidated financial statements.
F-1
IMPSAT FIBER NETWORKS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2003 (PREDECESSOR COMPANY)
AND FOR THE THREE MONTHS ENDED MARCH 31, 2004 (SUCCESSOR COMPANY)
(In thousands of U.S. Dollars, except per share amounts)
(Unaudited)
| Predecessor Company |
Successor Company |
|||||||
| Three Months 2003 |
Three Months 2004 |
|||||||
| NET REVENUES: |
||||||||
| Broadband and satellite |
$ | 41,382 | $ | 39,573 | ||||
| Internet |
5,733 | 5,984 | ||||||
| Value added services |
4,781 | 4,206 | ||||||
| Telephony |
4,106 | 5,145 | ||||||
| Sales of equipment |
74 | 152 | ||||||
| Total net revenues |
56,076 | 55,060 | ||||||
| COSTS AND EXPENSES: |
||||||||
| Direct costs: |
||||||||
| Contracted services |
4,125 | 4,327 | ||||||
| Other direct costs |
4,696 | 3,758 | ||||||
| Leased capacity |
17,407 | 15,790 | ||||||
| Cost of equipment sold |
48 | 97 | ||||||
| Total direct costs |
26,276 | 23,972 | ||||||
| Salaries and wages |
10,727 | 12,207 | ||||||
| Selling, general and administrative |
5,553 | 5,505 | ||||||
| Depreciation and amortization |
19,358 | 10,161 | ||||||
| Total costs and expenses |
61,914 | 51,845 | ||||||
| Operating (loss) income |
(5,838 | ) | 3,215 | |||||
| OTHER INCOME (EXPENSE): |
||||||||
| Interest income |
200 | 311 | ||||||
| Interest expense (contractual interest of $21,801 for the three months ended March 31, 2003 (Predecessor)) |
(1,909 | ) | (4,934 | ) | ||||
| Net gain (loss) on foreign exchange |
9,969 | (4,391 | ) | |||||
| Reorganization items |
726,127 | |||||||
| Other income (loss), net |
2,923 | (130 | ) | |||||
| Total other income (expense) |
737,310 | (9,144 | ) | |||||
| INCOME (LOSS) BEFORE INCOME TAXES |
731,472 | (5,929 | ) | |||||
| PROVISION FOR FOREIGN INCOME TAXES |
(406 | ) | (543 | ) | ||||
| NET INCOME (LOSS) |
$ | 731,066 | $ | (6,472 | ) | |||
| NET INCOME (LOSS) PER COMMON SHARE: |
||||||||
| BASIC AND DILUTED |
$ | 8.00 | $ | (0.64 | ) | |||
| WEIGHTED AVERAGE NUMBER OF COMMON SHARES: |
||||||||
| BASIC AND DILUTED |
91,429 | 10,051 | ||||||
See notes to condensed consolidated financial statements.
F-2
IMPSAT FIBER NETWORKS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME(LOSS)
FOR THE THREE MONTHS ENDED MARCH 31, 2003 (PREDECESSOR COMPANY)
AND FOR THE THREE MONTHS ENDED MARCH 31, 2004 (SUCCESSOR COMPANY)
(In thousands of U.S. Dollars)
(Unaudited)
| Predecessor Company |
Successor Company |
|||||||
| Three Months 2003 |
Three Months Ended March 31, 2004 |
|||||||
| NET INCOME (LOSS) |
$ | 731,066 | $ | (6,472 | ) | |||
| OTHER COMPREHENSIVE (LOSS) INCOME: |
||||||||
| Foreign currency translation adjustment |
(4,097 | ) | 167 | |||||
| Unrealized gain on investments available for sale |
55 | 1,484 | ||||||
| Reclassification adjustment for gains included in net income |
93 | |||||||
| TOTAL |
(4,042 | ) | 1,744 | |||||
| COMPREHENSIVE INCOME (LOSS) |
$ | 727,024 | $ | (4,728 | ) | |||
See notes to condensed consolidated financial statements.
F-3
IMPSAT FIBER NETWORKS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
FOR THE THREE MONTHS ENDED MARCH 31, 2004 (SUCCESSOR COMPANY)
(In thousands of U.S. Dollars)
(Unaudited)
| Common Stock |
Additional Paid In |
Retained |
Deferred Stock-Based |
Accumulated Comprehensive |
Total |
|||||||||||||||||||
| Shares |
Amount |
|||||||||||||||||||||||
| BALANCE AT DECEMBER 31, 2003 (SUCCESSOR COMPANY) |
10,100,000 | $ | 101 | $ | 90,294 | $ | 9,477 | $ | (1,320 | ) | $ | (1,307 | ) | $ | 97,245 | |||||||||
| Recognition of deferred compensation |
440 | 440 | ||||||||||||||||||||||
| Unrealized gain on investment available for sale |
1,577 | 1,577 | ||||||||||||||||||||||
| Foreign currency translation adjustment |
167 | 167 | ||||||||||||||||||||||
| Net loss for the period |
(6,472 | ) | (6,472 | ) | ||||||||||||||||||||
| BALANCE AT MARCH 31, 2004 (SUCCESSOR COMPANY) |
10,100,000 | $ | 101 | $ | 90,294 | $ | 3,005 | $ | (880 | ) | $ | 437 | $ | 92,957 | ||||||||||
See notes to condensed consolidated financial statements.
F-4
IMPSAT FIBER NETWORKS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2003 (PREDECESSOR COMPANY)
AND FOR THE THREE MONTHS ENDED MARCH 31, 2004 (SUCCESSOR COMPANY)
(In thousands of U.S. Dollars)
(Unaudited)
| Predecessor Company |
Successor Company |
|||||||
| Three Months Ended March 31, 2003 |
Three Months Ended March 31, 2004 |
|||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: |
||||||||
| Net income (loss) |
$ | 731,066 | $ | (6,472 | ) | |||
| Adjustments to reconcile net income (loss) to net cash provided by operating activities: |
||||||||
| Depreciation and amortization |
19,358 | 10,161 | ||||||
| Gain on extinguishment of debt |
(728,203 | ) | ||||||
| Stock-based compensation |
440 | 440 | ||||||
| Deferred income tax provision |
82 | |||||||
| Provision for (reversal of allowance for) doubtful accounts |
515 | (1,855 | ) | |||||
| Paid-in-kind interest on Senior Notes |
3,345 | |||||||