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Firstcom Corp – ‘10-Q’ for 6/30/00

On:  Monday, 8/14/00, at 8:16pm ET   ·   For:  6/30/00   ·   Accession #:  950170-0-1356   ·   File #:  1-14017   ·   Correction:  This Filing’s “Filed as of” Date was Corrected and “Changed as of” 9/6/00 by the SEC on 9/7/00. ®

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 8/14/00  Firstcom Corp                     10-Q®       6/30/00    2:61K                                    Donnelley Fin’l/Miami/FA

Quarterly Report   —   Form 10-Q
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                      20    115K 
 2: EX-27       Financial Data Schedule (Pre-XBRL)                     1      6K 


10-Q   —   Quarterly Report
Document Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
2Item 1. Condensed Consolidated Financial Statements (unaudited)
19Item 6. Exhibits and Reports on Form 8-K
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FORM 10Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 (Mark One) [x] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED June 30, 2000 OR [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM __________________ TO __________________ Commission file number 0-25194 FIRSTCOM CORPORATION (Exact name of registrant as specified in charter) TEXAS 87-0464860 (State of Incorporation) (IRS Employee Identification) 220 ALHAMBRA CIRCLE, SUITE 910 CORAL GABLES, FLORIDA 33134 (Address of principal executive offices) (Zip Code) Registrant's telephone number: (305) 459-6300 (Former name, former address and fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) filed all reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period than 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 [ ] State the number of shares outstanding of each of the issuer's classes of common equity, as of August 4, 2000 - 31,769,225 NOTE: Page 1 of sequentially numbered pages. 1
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FIRSTCOM CORPORATION INDEX PART I FINANCIAL INFORMATION Item 1. Condensed Consolidated Financial Statements (unaudited) Condensed Consolidated Balance Sheets - as of June 30, 2000 and December 31, 1999(unaudited) 3 Condensed Consolidated Statements of Operations - Six Months and Three Months Ended June 30, 2000 and 1999 (unaudited) 4 Condensed Consolidated Statement of Stockholders' Deficit- Six Months Ended June 30, 2000 (unaudited) 5 Condensed Consolidated Statements of Cash Flows - Six Months Ended June 30, 2000 and 1999 (unaudited) 6 Notes to Condensed Consolidated Financial Statements (unaudited) 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results Of Operations 8 PART II OTHER INFORMATION Signatures 19 Exhibit Index 20
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PART I FINANCIAL INFORMATION FIRSTCOM CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS (THOUSANDS OF US DOLLARS, EXCEPT SHARE DATA) (Unaudited) [Enlarge/Download Table] 6/30/00 12/31/99 ----------- --------- ASSETS Current assets: Cash and cash equivalents .............................................. $ 16,778 $ 12,986 Restricted cash ........................................................ 97 645 Restricted investments ................................................. 10,410 20,440 Accounts receivable, net ............................................... 14,223 11,041 Prepaid expenses and other current assets .............................. 5,928 2,775 --------- --------- Total current assets ................................................... 47,436 47,887 Property, plant, and equipment, net .................................... 108,125 92,469 Intangible assets, net ................................................. 16,799 17,704 Deferred financing costs and other assets .............................. 13,661 14,050 --------- --------- Total assets ........................................................... $ 186,021 $ 172,110 ========= ========= LIABILITIES AND STOCKHOLDERS' DEFICIT Current liabilities: Short-term bank debt ................................................... $ 10,663 $ 55 Vendor financing, current .............................................. 1,358 814 Current maturities of long-term debt ................................... 638 50 Lease obligations, current ............................................. 30 70 Accounts payable ....................................................... 12,694 12,653 Accrued interest ....................................................... 3,688 3,716 Other accrued expenses ................................................. 2,213 5,334 Deferred income taxes .................................................. 302 302 Other current liabilities .............................................. 2,452 1,220 --------- --------- Total current liabilities .............................................. 34,038 24,214 Senior notes, net ...................................................... 133,692 133,197 Long-term bank debt .................................................... - 2,008 Vendor financing ....................................................... 5,760 4,050 Lease obligations, less current portion ................................ 133 142 Deferred income taxes .................................................. 2,134 2,228 Other Liabilities ...................................................... 5,019 239 --------- --------- Total liabilities ...................................................... 180,776 166,078 Minority interest ...................................................... 2,925 3,012 Redeemable Preferred Stock, $.001 par value, authorized 10,000,000 shares, issued and outstanding 1,448,885 and 1,345,507 shares as of June 30, 2000 and December 31, 1999,respectively .................. 12,527 11,720 STOCKHOLDERS' DEFICIT Common stock, $.001 par value, authorized 50,000,000 shares, issued and outstanding 31,762,195 and 26,858,526 shares as of June 30, 2000 and December 31, 1999, respectively ..................................................... 32 27 Additional paid in capital ............................................. 91,557 68,476 Warrants ............................................................... 26,737 26,737 Accumulated deficit .................................................... (128,296) (95,057) Cumulative translation adjustments ..................................... (237) (238) --------- --------- (10,207) (55) Shareholder loans ...................................................... - (8,645) --------- --------- Total stockholders' deficit ............................................ (10,207) (8,700) --------- --------- Total liabilities and stockholders' deficit ............................ $ 186,021 $ 172,110 ========= ========= The accompanying notes are an integral part of these condensed consolidated financial statements. 3
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FIRSTCOM CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (THOUSANDS OF US DOLLARS, EXCEPT SHARE DATA) (UNAUDITED) [Enlarge/Download Table] SIX MONTHS ENDED JUNE 30, THREE MONTHS ENDED JUNE 30 ------------------------------- -------------------------- 2000 1999 2000 1999 ------------- ------------ ----------- ---------- Revenues: Long Distance ............................ $ 14,610 $ 12,166 $ 7,960 $ 6,141 Internet and data ............... 11,485 5,920 6,386 3,664 ------------- ------------ ----------- ---------- 26,095 18,086 14,346 9,805 Operating expenses: Cost of revenues: .......................... 11,941 11,785 6,632 5,757 Selling, general and administrative ........ 21,445 10,385 11,390 6,040 Non-cash compensation and Consulting expenses ....................... 115 152 58 70 Depreciation and amortization .............. 6,261 2,703 3,325 1,811 Merger expense ............................. 6,443 - 306 - ------------- ------------ ----------- ---------- 46,205 25,025 21,711 13,678 Loss from operations ....................... (20,110) (6,939) (7,365) (3,873) Interest expense ........................... (11,731) (10,720) (5,877) (6,216) Interest income ............................ 502 1,367 110 566 Other income/(expense), net ................ (1,081) (435) (1,351) (57) ------------- ------------ ----------- ---------- Net loss before income taxes and minority interest expense $ (32,420) $ (16,727) $ (14,483) $ (9,580) Income taxes ............................... (143) (252) (126) (252) ------------- ------------ ----------- ---------- Net loss before minority interest $ (32,563) $ (16,979) $ (14,609) $ (9,832) Minority Interest 133 (62) 133 (62) ------------- ------------ ----------- ---------- Net Loss ................................... $ (32,430) $ (17,041) $ (14,476) $ (9,894) ============= ============ ========== ========== Net basic and diluted loss per share ....... $ (1.06) $ (0.88) $ (0.46) $ (0.50) ============= ============ ========== ========== Weighted average common shares outstanding.. 30,612,248 19,461,011 31,563,569 19,806,468 ============= ============ ========== ========== The accompanying notes are an integral part of these condensed consolidated financial statements. 4
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FIRSTCOM CORPORATION CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT (THOUSANDS OF US DOLLARS, EXCEPT SHARE DATA) [Enlarge/Download Table] COMMON STOCK ADDITIONAL CUMMULATIVE ------------------ PAID IN ACCUMULATED TRANSLATION SHAREHOLDER SHARES AMOUNT CAPITAL WARRANTS DEFICIT ADJUSTMENT LOANS TOTAL ---------- ------ ---------- -------- ----------- ----------- ----------- -------- Balances at December 31, 1999..... 26,858,526 $27 $68,476 $26,737 $ (95,057) $(238) $(8,645) $ (8,700) Exercise of stock options....... 4,903,669 5 17,926 -- 17,931 Repayment of Shareholder Loan... 8,674 8,674 Vesting of Stock Options........ 5,155 5,155 Interest on Shareholder Loan.... -- (29) (29) Preferred Stock PIK Dividend.... (809) (809) Translation Adjustment 1 1 Net Loss........................ (32,430) (32,430) ---------- ------ ---------- -------- ----------- ----------- ----------- -------- Balances at June 30, 2000........ 31,762,195 $32 $91,557 $26,737 $(128,296) $(237) $ (0) $(10,207) ========== ====== ========== ======== =========== =========== =========== ======== The accompanying notes are an integral part of these condensed consolidated financial statements. 5
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FIRSTCOM CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (THOUSANDS OF US DOLLARS) (UNAUDITED) [Download Table] SIX MONTHS ENDED JUNE 30, --------------------------- 2000 1999 ----------- ----------- CASH FLOWS FROM OPERATING ACTIVITIES: Net loss ............................................... $(32,430) $(17,041) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization expense ................. 6,261 2,703 Amortization of deferred financing costs and original issue discounts .............................. 886 934 Accretion of discount on restricted investments (723) (995) Capitalized interest related to network construction .......................................... (260) (1,532) Deferred financing cost ............................... 697 -- Bad Debt Expense....................................... 711 Minority Interest expense ............................. 62 Non-cash compensation and consulting expense .......... 5,212 -- Changes in operating assets and liabilities: Accounts receivable .................................. (3,185) (2,551) Prepaid expenses and other current assets ............ (3,151) (990) Intangible Assets..................................... 904 -- Other assets ......................................... (6) (142) Accounts payable and accrued expenses ................ (3,104) 3,666 Other liabilities .................................... 5,925 1,366 -------- -------- Net cash used in operating activities .................. (22,263) (14,520) -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of telecommunications network ................ (28,578) (18,390) Increase(decrease)in restricted cash .................. (548) 21,433 Acquisition of Teleductgos, net ....................... -- (4,936) -------- -------- Net cash used in investing activities .................. (29,126) (1,893) -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Use of Restricted Investment........................... 10,031 10,500 Repayment of Shareholder Loans ........................ 8,645 -- Net proceeds from vendor financing .................... 2,449 557 Exercise of stock options ............................. 23,087 4,501 Payments under leasing obligations .................... (40) (83) Convertible preferred stock issue-net 807 9,600 Net change in bank debt and promissory notes .......... 10,202 (3,569) -------- -------- Net cash provided by financing activities .............. 55,181 21,506 -------- -------- Net increase in cash and cash equivalents ............................................ 3,792 5,093 -------- -------- Cash and cash equivalents at beginning of year ......... 12,986 8,892 -------- -------- Cash and cash equivalents at end of period ............. $ 16,778 $ 13,985 ======== ======== The accompanying notes are an integral part of these condensed consolidated financial statements. 6
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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (EXPRESSED IN THOUSANDS OF DOLLARS) BASIS OF PRESENTATION The unaudited condensed consolidated financial statements included herein have been prepared by FirstCom Corporation (the "Company"). The foregoing statements contain all adjustments, consisting only of normal recurring adjustments which are, in the opinion of the Company's management, necessary to present fairly the consolidated financial position of the Company as of June 30, 2000, the consolidated results of its operations for the three and six month periods ended June 30, 2000 and 1999, and its consolidated cash flows for the six month periods ended June 30, 2000 and 1999. Certain information and footnote disclosure normally included in financial statements, prepared in accordance with generally accepted accounting principles, have been condensed or omitted pursuant to the instructions, rules and regulations prescribed by the Securities and Exchange Commission ("the Commission"). Although the Company believes the disclosures provided are adequate to make the information presented not misleading, it strongly recommends that these unaudited condensed consolidated financial statements be read in conjunction with the audited consolidated financial statements and the footnotes thereto included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1999. NOTE 1 - TELECOMMUNICATIONS NETWORKS Telecommunications networks are recorded at cost and are depreciated on a straight-line method over the estimated useful lives of the related assets. Construction, engineering, interest , labor costs and import and value added taxes directly related to the development of the Company's networks are capitalized. The Company begins depreciating these costs when the networks become commercially operational. Telecommunications networks consists of: June 30, December 31, 2000 1999 --------- ------------ Telecommunications equipment ................ $114,012 $ 94,356 Telecommunications equipment pending installation and construction in progress.... -- 1,260 Office equipment, furniture and vehicles .... 11,732 8,363 -------- -------- 125,744 103,979 Less: accumulated depreciation .............. (17,619) (11,510) -------- -------- $108,125 $ 92,469 ======== ======== NOTE 2 - BANK DEBT During February 2000, certain subsidiaries of the Company entered into a term credit facility (the "Term Facility") with a bank. The significant provisions of the Term Facility are as follows: (i) maximum amount available $10,000, (ii) annual interest rate of Libor plus 6% or Prime plus 5%, (iii) principal maturity date of January 2, 2001, (iii) interest payments on the outstanding principal balance are due quarterly beginning June 30, 2000, (iv) the Term Facility is collateralized by certain telecommunications equipment and (v) mandatory prepayment provisions exist upon the occurrence of certain events including a change of control, as defined in the Indenture. As of June 30, 2000, the Company had $10,000 outstanding under the Term Facility. NOTE 3 - MERGER EXPENSE 7
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During the six months ended June 30, 2000 the Company recognized approximately $5,200 of non-cash expense related to the accelerated vesting of un-vested stock options for certain former employees. Such expense is classified in Merger Expense in the accompanying condensed statement of operations. ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (THOUSANDS OF DOLLARS, EXCEPT SHARE, PER SHARE AND UNIT AMOUNTS) THE INFORMATION CONTAINED IN THIS DOCUMENT CONTAINS "FORWARD-LOOKING STATEMENTS" THAT REFLECT THE COMPANY'S CURRENT EXPECTATIONS, HOPES, INTENTIONS, PLANS AND STRATEGIES. THE WORDS OR PHRASES "IS EXPECTED," "WILL CONTINUE, "ANTICIPATES," "ESTIMATES," "EXPECTS," "PLANS," "INTENDS," OR SIMILAR EXPRESSIONS IN THIS DOCUMENT ARE INTENDED TO IDENTIFY "FORWARD-LOOKING STATEMENTS" WITHIN THE MEANING OF SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934 AND SECTION 27A OF THE SECURITIES ACT OF 1933, AS ENACTED BY THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. THERE CAN BE NO ASURANCE THAT SUCH FORWARD-LOOKING STATEMENTS WILL PROVE TO HAVE BEEN CORRECT. IMPORTANT FACTORS THAT COULD CAUSE ACTUAL RESULTS OF THE COMPANY TO DIFFER MATERIALLY FROM THE EXPECTATIONS THAT MAY BE IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS INCLUDE, BUT ARE NOT LIMITED TO, THE ECONOMIC ENVIRONMENT OF THE LATIN AMERICAN COUNTRIES IN WHICH THE COMPANY OPERATES, CHANGES IN GOVERNMENTAL REGULATION, THE COMPANY'S LIQUIDITY AND CAPITAL RESOURCES, COMPETITION, ACTUAL DEMAND FOR THE COMPANY'S SERVICES AND THE OTHER FACTORS IDENTIFIED IN THIS DOCUMENT. THE COMPANY DOES NOT UNDERTAKE TO UPDATE ANY SUCH FORWARD-LOOKING STATEMENTS. ALL STATEMENTS IN THIS DOCUMENT ARE FORWARD-LOOKING STATEMENTS, EXCEPT FOR HISTORICAL INFORMATION CONTAINED IN THIS DOCUMENT. The following discussion and analysis should be read in conjunction with the Company's unaudited consolidated financial statements and the notes thereto appearing elsewhere in this document. OVERVIEW FirstCom's objective is to become a leading provider of broadband communications services to business customers in key Latin American business centers. FirstCom Corporation ("FirstCom" or "Company") provides broadband communications services primarily to business customers in four major metropolitan business centers: Santiago, Chile; Lima/Callao, Peru; and Bogota and Cali, Colombia. FirstCom primarily targets business customers, communications carriers and high volume users by offering a wide range of broadband communications services, including data, voice,video, audio and Internet access. Specific service offerings vary depending on the concessions FirstCom holds in each particular country, as well as local laws and regulations and the infrastructure in each country. FirstCom currently operates its own fiber optic networks in Santiago, Chile, Lima/Callao, Peru, and Bogota and Cali, Colombia. On November 1, 1999, FirstCom entered into an Agreement and plan of Merger with AT&T Corp., AT&T Latin America Corp., an indirect wholly-owned subsidiary of AT&T ("AT&T Latin America"), and Frantis, Inc., a Delaware corporation ("Frantis"). The Merger Agreement provides for the merger (the "Merger") of FirstCom with and into Frantis, which is a direct wholly owned subsidiary of AT&T Latin America Corp. The Merger is subject to approval of FirstCom's shareholders, among other conditions. FirstCom and AT&T Latin America expect to complete the merger as soon as possible after the FirstCom shareholders' special meeting, which is scheduled for August 28, 2000, if FirstCom's shareholders approve the merger. For more information on the Merger, see the Company's Definitive Proxy Statement dated July 27, 2000. A summary of key operating metrics follows: A SUMMARY OF KEY METRICS AS OF JUNE 30, 2000 FOLLOWS (UNAUDITED): 8
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[Enlarge/Download Table] CHILE PERU COLOMBIA CORPORATE TOTAL ----- ---- -------- --------- ----- NETWORK INSTALLATION Route Kilometers - metropolitan area 343 1,346 977 2,666 Route Kilometers - domestic - - - - Fiber Kilometers - metropolitan area 5,761 33,165 19,551 58,477 Fiber Kilometers - domestic - - - - Buildings Connected 295 1,009 902 2,206 Ports Sold 1,610 1,131 2,056 4,797 Data & Dedicated Internet Customers 1,089 1,053 422 2,564 Employees 314 318 196 18 846 Through FirstCom's Chilean subsidiaries, FirstCom currently provides its corporate customers in Santiago with the following broadband communications services: /bullet/ high-quality voice and high-speed data communications services on a private line basis, LAN to LAN interconnections, dedicated channels for access to local information warehouses (e.g. credit bureaus, etc.), remote terminal access, PBX to PBX connections, remote printing capabilities, local and wide area network design, engineering, installation, systems' integration and support services; /bullet/ domestic and international long distance services, switched and dedicated, in part, through FirstCom's own gateway switch and satellite earth station, as well as through interconnections with other Chilean long distance carriers; and /bullet/ high-speed Internet access services. Through its Peruvian subsidiary, FirstCom currently provides its corporate customers in Lima and Callao with the following broadband communications services: /bullet/ high-quality voice and high-speed data communications services on a private line basis, LAN to LAN interconnection and remote terminal access; /bullet/ domestic and international long distance services switched and transported through interconnections with Telefonica del Peru; /bullet/ local voice services switched and transported through Telefonica del Peru (service to begin in the second half of 2000); and /bullet/ high-speed Internet access services. Through its Colombian operations, FirstCom currently provides its corporate customers in Bogota and Cali with the following broadband communications services: /bullet/ high-quality voice and high-speed data communications services on a private line basis, LAN to LAN interconnection and remote terminal access; and /bullet/ high-speed Internet access services. FirstCom entered the Colombian market in February 1999 with the acquisition of approximately 76% of Teleductos S.A., now known as FirstCom Colombia S.A. ("FirstCom Colombia") and has a presence in Bogota and Cali. In 9
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November 1999 FirstCom increased its ownership of FirstCom Colombia to 86%. RESULTS OF OPERATIONS (Amounts in US$000) FOR THE SIX MONTHS ENDED JUNE 30, 2000 COMPARED TO THE SIX MONTHS ENDED JUNE 30, 1999 REVENUES. Consistent with the six months period ended June 30, 1999, during the six months period ended June 30, 2000, the majority of the Company's revenues were derived primarily from its operations in Chile. However, as a result of the acquisitions of FirstCom Internet, FirstCom Colombia and the completion of the ATM/IP networks in Chile and Peru, long distance revenues dropped from 67% of total revenues for the six months ended June 30, 1999 to --56% of total revenues for the six months ended June 30, 2000. The Company expects revenues to increase over the next few years due to the expansion of its operations in Peru, Chile and Colombia. The Company's revenues were $26,095 for the six months ended June 30, 2000 as compared to $18,086 for the six months ended June 30, 1999. Long distance revenues increased from $12,166 for the six months ended June 30, 1999 to $14,610 for the six months ended June 30, 2000. These revenues were generated through the sale of approximately 75.3 million and 53.5 million minutes for the six months ending June 30, 2000 and 1999, respectively, resulting in an average revenue per minute of approximately $0.19 and $0.23, respectively. The increased long distance revenue was driven by the initiation of long distance services in Peru. The decrease in the revenue per minute is due to an increased mix of domestic long distance traffic and decreases in tariffs for wholesale long distance traffic. Internet and data service revenue increased significantly from $5,920 for the six months ended June 30, 1999 to $11,485 for the six months ended June 30, 2000. This increase was attributable to the acquisition of FirstCom Colombia and FirstCom Internet in Chile and the initiation of Internet and data services over the Company's ATM/IP network in Peru and Chile. The following table details the Company's revenue mix by country: SIX MONTHS ENDED JUNE 30, 2000 JUNE 30, 1999 -------------- -------------- Chile 56% 80% Peru 28% 2% Colombia 16% 18% --- --- 100% 100% === === COST OF REVENUES. For the six months ended June 30, 2000 cost of revenues related principally to long distance services and included access charges paid to local exchange carriers and transmission payments to other carriers. Cost of revenues also included payments for rights of way related to the Company's fiber optic networks and license royalty payments related to telecommunication services in Peru and Colombia. The Company's cost of revenues was $11,941 for the six months ended June 30, 2000 as compared to $11,785 for the six months ended June 30, 1999. Additionally, the Company's gross margin increased from 35% for the six months ended June 30, 1999 to 54% for the six month ended June 30, 2000. The increase in gross margin and decrease in cost of revenues is attributable to the significant growth in the higher margin data and Internet services. SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and administrative expenses consist principally of salaries, wages and related liabilities, advertising and marketing costs, professional fees related to legal, recruiting, accounting, and travel. The Company expects selling, general and administrative expenses to increase over time as it continues to expand its operations. The Company's selling, general and administrative expenses were $21,445 for the six months ended June 30, 2000 as compared to $10,385 for the six months ended June 30, 1999. This increase was primarily attributable to the hiring of additional personnel related to the growth of the Peruvian and Chilean operations, the acquisition of FirstCom Colombia and increased marketing efforts in Chile and Peru. At June 30, 2000 the Company and its subsidiaries had 846 employees compared to 551 at June 30, 1999. NON CASH COMPENSATION AND CONSULTING. The expense of $115 and $152 for the six months ended June 30, 2000 and 1999, respectively, represents the fair value of options granted to consultants for services provided during such periods. MERGER COSTS. Merger costs of $6,443 for the six months ended June 30, 2000 represents incremental expenses and fees incurred in connection with the pending merger transaction between the Company and AT&T Latin America. Included in such merger costs are approximately $5,200 of non-cash expense related to the accelerated vesting of un-vested stock options for certain former employees. DEPRECIATION AND AMORTIZATION. The Company depreciates its 10
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telecommunications networks and intangible assets on a straight line basis over their estimated useful lives. The Company believes that depreciation and amortization expense will continue to increase with the expansion of its operations. The Company's depreciation and amortization was $6,261 for the six months ended June 30, 2000 as compared to $2,703 for the six months ended June 30, 1999. This increase was primarily attributable to increased investment in the Company's telecommunications networks and the placement in service of such assets. INTEREST EXPENSE. The Company currently incurs interest expense on the outstanding Notes (as defined below), bank debt, promissory notes, and vendor financing. Interest expense has been reduced for amounts capitalized related to the Company's construction of its fiber optic networks. Interest costs reported with respect to the Company's Notes include amortization of (i) deferred financing costs and (ii) original issue discount related to detachable warrants. The Company's interest expense was $11,731 for the six months ended June 30, 2000 as compared to $10,720 for the six months ended June 30, 1999. The increase in interest expense is due to the decrease in capitalized interest. During the six months ended June 30, 1999 and June 30, 2000 the company capitalized $1,532 and $260, respectively, of interest costs related to the Company's fiber optic network. INTEREST INCOME AND OTHER. The Company currently earns interest income on cash and cash equivalents, restricted cash, and restricted investments. The Company's interest income and other was $502 for the six months ended June 30, 2000 as compared to $1,367 for the six months ended June 30, 1999. This decrease was primarily attributable to a reduction in restricted cash and investments. INCOME TAXES. The Company is subject to federal, state and foreign income taxes and with the exception of its Colombian operations, has incurred no liability for such taxes due to net operating losses incurred. The Company's income tax expense for the six months ended June 30, 2000 was $143. This expense related solely to the Company's operations in Colombia. FOR THE THREE MONTHS ENDED JUNE 30, 2000 COMPARED TO THE THREE MONTHS ENDED JUNE 30, 1999 REVENUES. Consistent with the three months period ended June 30, 1999, during the three months period ended June 30, 2000 the majority of the Company's revenues were derived primarily from its operations in Chile. However, as a result of the acquisitions of FirstCom Internet, FirstCom Colombia and the completion of the ATM/IP networks in Chile and Peru, long 11
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distance revenues dropped from 63% of total revenues for the three months ended June 30, 1999 to 55% of total revenues for the three months ended June 30, 2000. The Company expects revenues to increase over the next few years due to the expansion of its operations in Peru, Chile and Colombia. The Company's revenues were $14,346 for the three months ended June 30, 2000 as compared to $9,805 for the three months ended June 30, 1999. Long distance revenues increased from $6,141 for the three months ended June 30, 1999 to $7,960 for the three months ended June 30, 2000. These revenues were generated through the sale of approximately 39.5 million and 26.9 million minutes for the three months ending June 30, 2000 and 1999, respectively, resulting in an average revenue per minute of approximately $0.20 and $0.23, respectively. The increased long distance revenue was driven by the initiation of long distance services in Peru. The decrease in the revenue per minute is due to an increased mix of domestic long distance traffic and decreases in tariffs for wholesale long distance traffic. Internet and data service revenue increased significantly from $3,664 for the three months ended June 30, 1999 to $6,386 for the three months ended June 30, 2000. This increase was attributable to the acquisition of FirstCom Colombia and FirstCom Internet in Chile and the initiation of Internet and data services over the Company's ATM/IP network in Peru and Chile. The following table details the Company's revenue mix by country: THREE MONTHS ENDED JUNE 30, 2000 JUNE 30, 1999 -------------- ------------- Chile 55% 75% Peru 31% 3% Colombia 14% 22% --- --- 100% 100% === === COST OF REVENUES. For the three months ended June 30, 2000 cost of revenues related principally to long distance services and included access charges paid to local exchange carriers and transmission payments to other carriers. Cost of revenues also included payments for rights of way related to the Company's fiber optic networks and license royalty payments related to telecommunication services in Peru and Colombia. The Company's cost of revenues was $6,632 for the three months ended June 30, 2000 as compared to $5,757 for the three months ended June 30, 1999. Additionally, the Company's gross margin increased from 41% for the three months ended June 30, 1999 to 54% for the three month ended June 30, 2000. The increase in gross margin and decrease in cost of revenues is attributable to the significant growth in the higher margin data and Internet services. SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and administrative expenses consist principally of salaries, wages and related liabilities, advertising and marketing costs, professional fees related to legal, recruiting, accounting, and travel. The Company expects selling, general and administrative expenses to increase over time as it continues to expand its operations. The Company's selling, general and administrative expenses were $11,390 for the three months ended June 30, 2000 as compared to $6,040 for the three months ended June 30, 1999. This increase was primarily attributable to the hiring of additional personnel related to the growth of the Peruvian and Chilean operations, the acquisition of FirstCom Colombia and increased marketing efforts in Chile and Peru. At June 30, 2000 the Company and its subsidiaries had 846 employees compared to 551 at June 30, 1999. NON CASH COMPENSATION AND CONSULTING. The expense of $58 and $70 for the three months ended June 30, 2000 and 1999, respectively, represents the fair value of options granted to consultants for services provided during such 12
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periods. MERGER COSTS. Merger costs of $306 for the three months ended June 30, 2000 represents incremental expenses and fees incurred in connection with the pending merger transaction between the Company and AT&T Latin America. DEPRECIATION AND AMORTIZATION. The Company depreciates its telecommunications networks and intangible assets on a straight line basis over their estimated useful lives. The Company believes that depreciation and amortization expense will continue to increase with the expansion of its operations. The Company's depreciation and amortization was $3,325 for the three months ended June 30, 2000 as compared to $1,811 for the three months ended June 30, 1999. This increase was primarily attributable to increased investment in the Company's telecommunications networks and the placement in service of such assets. INTEREST EXPENSE. The Company currently incurs interest expense on the outstanding Notes (as defined below), bank debt, promissory notes, and vendor financing. Interest expense has been reduced for amounts capitalized related to the Company's construction of its fiber optic networks. Interest costs reported with respect to the Company's Notes include amortization of (i) deferred financing costs and (ii) original issue discount related to detachable warrants. The Company's interest expense was $5,877 for the three months ended June 30, 2000 as compared to $6,216 for the three months ended June 30, 1999. During the three months ended June 30, 2000 the company capitalized $260 of interest costs related to the Company's fiber optic network. INTEREST INCOME AND OTHER. The Company currently earns interest income on cash and cash equivalents, restricted cash, and restricted investments. The Company's interest income was $110 for the three months ended June 30, 2000 as compared to $566 for the three months ended June 30, 1999. This decrease was primarily attributable to a reduction in restricted cash and investments. INCOME TAXES. The Company is subject to federal, state and foreign income taxes and with the exception of its Colombian operations, has incurred no liability for such taxes due to net operating losses incurred. The Company's income tax expense for the three months ended June 30, 2000 was $126. This expense related to the Company's operations in Colombia. LIQUIDITY AND CAPITAL RESOURCES On October 27, 1997, the Company consummated a private offering (the "Senior Note Offering") of 150,000 Units (the "Units") consisting of $150,000 aggregate principal amount of 14% Notes due October 27, 2007 (the "Notes") and 5,250,000 Unit Warrants to purchase 5,250,000 shares of common stock of the Company at an exercise price of $4.40 per share. In addition, UBS Securities LLC, the initial purchaser of the Units in the Senior Note Offering, was granted 2,250,000 warrants to acquire 2,250,000 shares of common stock of the Company at an exercise price of $4.40 per share. Approximately $57,000 of the proceeds were invested in an escrow fund (referred to herein on the Company's balance sheet as "Restricted Investments") for payment of interest on the Notes through October 27, 2000. Under certain circumstances, Restricted Investments may be used for repayment of principal of the Notes. Restricted investments were reduced by $10,500 on each of April 27 and October 27 during 1999 and $10,500 on April 27, 2000 to pay interest on the Notes. Approximately $62,000 of the proceeds were deposited in an account controlled by a trustee (referred to on the Company's balance sheet as "Restricted Cash") for payment of Permitted Expenditures, as defined in the Indenture Agreement between the Company and State Street Bank, as Trustee (the "Indenture"). As of June 30, 2000 the Company had invested approximately $62,000 of the Restricted Cash into 13
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its telecommunications networks and operations in Peru, Chile and Colombia. The ability of the Company to make scheduled payments with respect to its indebtedness, including interest on the Notes after October 27, 2000, will depend upon, among other things, (i) its ability to implement its business plan, and to expand its operations and to successfully develop its customer base in its target markets, (ii) the ability of the Company's subsidiaries to remit cash to the Company in a timely manner and (iii) the future operating performance of the Company and its subsidiaries. Each of these factors is, to a large extent, subject to economic, financial, competitive, regulatory and other factors, many of which are beyond the Company's control. The Company expects that it will continue to generate cash losses for the foreseeable future. The Company has deposited cash in escrow funds representing interest payments with respect to the Notes through October 2000. However, no assurance can be given that the Company will be successful in developing and maintaining a level of cash flow from operations sufficient to permit it to pay the principal of, and the interest on the Notes after such time, or with respect to its other indebtedness. If the Company is unable to generate sufficient cash flow from operations to service its indebtedness, including the Notes, it may have to modify its growth plans, restructure or refinance its indebtedness or seek additional capital. There can be no assurance that (i) any of these strategies can be effected on satisfactory terms, if at all, in light of the Company's high leverage or (ii) any such strategy would yield sufficient proceeds to service the Company's indebtedness, including the Notes. Any failure by the Company to satisfy its obligations with respect to the Senior Notes at maturity or prior thereto would constitute a default under the indenture and could cause a default under other agreements governing current or future indebtedness of the Company. On July 28, 2000 the Company commenced a cash tender offer for the outstanding Notes and solicitation of consents for amendments to the Notes and the related indenture. Notes validly tendered and accepted for purchase will be purchased at a price resulting from a yield equal to 50 basis points plus the yield of the 5.750% U.S. Treasury Note due October 31, 2002 as of 2:00 p.m., New York time, on the second business day immediately preceding the expiration date of the tender offer, plus accrued and unpaid interest to, but not including the date of payment, less a consent payment of $40 per $1,000 principal amount of the Notes. FirstCom has received duly executed and unrevoked consents to the proposed amendments to the indenture under which the Notes were issued from holders of a majority of the principal amount at maturity of the Notes outstanding. As of the expiration of the consent period at 11:59 p.m., New York City time, on August 10, 2000, $150,000,000 in aggregate principal amount of the Notes had been tendered and consents had been delivered, representing 100% of the total Notes outstanding. As described in FirstCom's Offer to Purchase and Consent Solicitation, FirstCom solicited consents to permit the Merger and to make certain amendments to the indenture under which the Notes were issued, including the elimination of substantially all of the restrictive covenants and certain of the events of default. The closing of the tender offer and consent solicitation by FirstCom is conditioned on, among other things, the receipt of valid tenders, with consents, of at least a majority in aggregate principal amount of the outstanding Notes. The tender offer and consent solicitation are also subject to the completion of the Merger. The time at which the tender offer expires is 11:59 p.m., New York City time, on August 24, 2000, unless extended. Substantially all of the Company's assets are held by its subsidiaries and substantially all of the Company's sales are derived from operations of such subsidiaries. Future acquisitions may be made through present or future subsidiaries of the Company. Accordingly, the Company's ability to pay the principal of, and interest and liquidated damages, if any, when due, on the Notes is dependent upon the earnings of its subsidiaries and the distribution of sufficient funds from its subsidiaries. The Company's subsidiaries will have no obligation, contingent or otherwise, to make funds available to the Company for payment of the principal of, and interest and liquidated damages on, if any, the Notes. In addition, the ability of the Company's subsidiaries to make such funds available to the Company may be restricted by the terms of such subsidiaries' current and future indebtedness, the availability of such funds and the applicable laws of the jurisdictions under which such subsidiaries are organized. Furthermore, the Company's subsidiaries will be permitted under the 14
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terms of the Indenture to incur indebtedness that may severely restrict or prohibit the making of distributions, the payment of dividends or the making of loans by such subsidiaries to the Company. The failure of the Company's subsidiaries to pay dividends or otherwise make funds available to the Company could have a material adverse effect upon the Company's ability to satisfy its debt service requirements including its ability to make payments on the Notes. On November 11, 1998 a subsidiary of the Company entered into a financing arrangement (the "First Vendor Financing") with one of the Company's significant equipment vendors. The terms of the First Vendor Financing are as follows: (i) maximum amount available $10,000 (ii) interest rate of LIBOR plus 5.5%, (iii) the Company may draw on the facility until December 31, 2000, (iv) draws under the facility shall be repaid in 20 consecutive quarterly principal and interest payments, (v) the First Vendor Financing is collateralized by the equipment being financed. On July 28, 1999 the Company increased the maximum amount available under the First Vendor Financing from $10,000 to $29,500. As of June 30, 2000 the Company had approximately $7,100 outstanding under the First Vendor Financing. On December 24, 1998 a subsidiary of the Company entered into a financing arrangement (the "Second Vendor Financing") with another one of the Company's significant equipment vendors. The terms of the Second Vendor Financing are as follows: (i) maximum amount available $10,000 (ii) interest rate of Libor plus 4%, (iii) the Company may draw on the facility until December 31, 2000, (iv) draws under the facility shall be repaid in 20 consecutive quarterly principal and interest payments beginning on March 31, 2001, (v) interest only quarterly payments shall be made for each draw from the respective date of funding through December 31, 2000, (vi) the Second Vendor Financing will be collateralized by the equipment being financed. As of June 30, 2000 the Company had no amounts outstanding under the Second Vendor Financing. On June 30, 1999, the Company issued 1,250,000 shares of 15% Convertible Redeemable Preferred Stock (the "Preferred Stock") for an aggregate amount of $10,000. The Preferred Stock is convertible at any time at the option of the holders into the Company's common stock on a one for one basis, subject to adjustment. The 15% dividend is payable in kind until June 30, 2001, after which it will be payable in cash. Beginning June 30, 2001, if the closing price of the Company's common stock ,as quoted on the NASDAQ Stock Market, exceeds $15 per share for 30 consecutive trading days, the Preferred Stock is automatically converted into the Company's common stock. The holders of the Preferred Stock also have certain preemptive, redemption, anti-dilution, tag along and registration rights. FirstCom and AT&T Latin America have been in discussions with the holders of the Preferred Stock regarding the possible conversion of the outstanding shares of Preferred Stock into FirstCom common shares shortly before the Merger. Those discussions contemplate that, in connection with this conversion, FirstCom will accelerate all future paid-in-kind dividends on the Preferred Stock. On August 4, 1999, the Company converted $5,000 of outstanding promissory notes into 500,000 shares of the Company's common stock. During December 1999, one of the Company's Chilean subsidiaries obtained a $1,400 working capital revolving credit facility (the "Working Capital Facility") from a local bank. The Working Capital Facility is denominated in UF's ( a published inflation adjusted unit used in financing transactions in Chile)and bears interest at the prevailing market rates at the time of each draw down. As of December 31, 1999, there were no amounts outstanding under the Working Capital Facility. As a result of the October 1999 sale of 800,000 shares of the Company's common stock to Patricio E. Northland during January 2000 the Company received related proceeds of approximately $8,600. During February 2000, certain subsidiaries of the Company entered into a term credit facility (the "Term Facility") with a bank. The significant provisions of the Term Facility are as follows: (i) maximum amount available 15
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$10,000, (ii) annual interest rate of Libor plus 6% or Prime plus 5%, (iii) principal maturity date of January 2, 2001, (iii) interest payments on the outstanding principal balance are due quarterly beginning June 30, 2000, (iv) the Term Facility is collateralized by certain telecommunications equipment and (v) mandatory prepayment provisions exist upon the occurrence of certain events including a change of control, as defined in the Indenture. As of June 30, 2000, the Company had $10,000 outstanding under the Term Facility. Assuming completion of the Merger, FirstCom and AT&T Latin America estimate that they will have cash requirements of approximately $725 million during 2000 and the first half of 2001. AT&T Latin America and FirstCom had spent and aggregate of $40 million of that amount through March 31, 2000. It expects to use the remaining amount to develop and expand its communications networks and services and fund working capital needs, operating losses and debt service obligations. AT&T Latin America expects that its funding needs to implement its growth strategy will continue at a somewhat higher level from mid-2001 through the end of 2002. As of March 31, 2000, AT&T Latin America had not made any contractual commitments for capital expenditures and had approximately $1.7 million in debt service obligations (including obligations under capital leases)for the remainder of 2000 for debt outstanding at that date. AT&T Latin America expects that capital expenditures and debt service obligations will increase in the future in connection with the cash requirements described above. To fund its cash requirements following the Merger, AT&T Latin America needs to raise funds in addition to cash on hand, amounts available under a $100 million credit facility provided by AT&T Corp. and committed vendor financing. AT&T Latin America expects to raise the additional amounts needed principally through new vendor financing and an equity offering. On August 8, 2000 AT&T Latin America filed a registration statement with the Securities and Exchange Commission relating to a proposed public offering of 35 million shares of its Class A common stock. The offering is subject to the completion of the Merger. It may also issue debt at some point after the merger, depending on prevailing market conditions. AT&T Latin America is not sure it will be able to raise sufficient funds on acceptable terms or at all. Inability to raise sufficient funds could affect its ability to meet its debt service and other obligations and would affect its ability to carry out its growth strategy. If AT&T Latin America does not obtain additional financing by the end of the third quarter of 2000, it will have to postpone most of its capital expenditures until financing is obtained. This would detract from its time to market and its ability to pursue its growth strategy. AT&T Latin America's cash needs in the next several years will be affected by several factors. Among them are: - the amount of cash generated by its business operations; - whether it changes its plans for building and expanding its networks; and - whether it uses cash, issues common stock or increase its debt to complete acquisitions and ventures, such as the possible collaboration with AT&T Global Network Services, beyond those currently anticipated. As part of its business strategy, the Company intends to continue to evaluate potential acquisitions, joint ventures and strategic alliances in companies that own existing networks or companies that provide services that complement the Company's existing businesses. The Company continues to consider potential acquisitions from time to time. New sources of capital such as credit facilities and other borrowings, and additional debt and equity issuances, will be necessary to fund any material acquisitions and similar strategic investments. A summary of the Company's value of common stock issued and common stock and common stock equivalents outstanding as of June 30, 2000 and the pro forma effect on the Company's equity capitalization upon the exercise of all common stock equivalents outstanding at June 30, 2000 is as follows: 16
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[Enlarge/Download Table] OPTIONS HELD BY OTHER INCREMENTAL ACTUAL AT MANAGEMENT AND SENIOR NOTE OPTIONS AND AS JUNE 30, 2000 DIRECTORS (4) WARRANTS (5) WARRANTS (6) ADJUSTED (7) ---------------------------------------------------------------------------------------- Shares of Common Stock 31,762,195 8,229,166 222,000 600,000 9,051,166 Value of Common Stock Issued (1) (2) Par Value $31,708 $8,229 $222 $600 $9,051 Additional Paid in Capital $91,556,538 $54,077,765 $976,578 $1,471,400 $56,525,743 ---------------------------------------------------------------------------------------- $91,588,246 $54,085,994 $976,800 $1,472,000 $56,534,794 ======================================================================================== Per Share (3) $2.88 $6.57 $4.40 $2.45 $6.25 <FN> (1) The closing price of the Common Stock on June 30, 2000 was $15.063. The exercise of stock options and warrants as shown above assumes full vesting of all stock options and warrants. (2) Value of Common Stock represents the proceeds from the Company's issuance of Common Stock and Common Stock equivalents, and is comprised of par value and additional paid in capital, as stated in the Company's consolidated historical financial statements. (3) Represents the amount in (2) per share of Common Stock. (4) Represents the increase to the Company's value of Common Stock issued upon the exercise of all stock options (vested and not vested) held by the Company's management and directors and the Company's receipt of the exercise price as of June 30, 2000. (5) Represents the increase to the Company's value of Common Stock issued upon the exercise of all warrants (vested and not vested) that were issued in connection with the Notes and are outstanding and the Company's receipt of the exercise price as of June 30, 2000. (6) Represents the increase to the Company's value of Common Stock issued upon the exercise of all other stock options and warrants (vested and not vested) outstanding and the Company's receipt of the exercise price as of June 30, 2000. (7) Represents the combined increase to the Company's value of Common Stock issued of (4), (5) and (6) above. </FN> Net cash used in operating activities for the six months ended June 30, 2000 was $22,263, compared to $14,520 for the same period in 1999. This amount represented cash used to fund the Company's net loss for the period. Net cash used in investing activities for the six months ended June 30, 2000 was $29,126, compared to $1,893 for the same period in 1999. This amount primarily represented the Company's continued build-out of its fiber-optic network as it connects new, offset by the use of restricted cash to fund such items. The growth of the Company's fiber networks was evidenced as route kilometers and buildings connected increased from approximately 1,757 km and 1,091 buildings as of December 31, 1999 to approximately 2,666 km and 2,206 buildings as of June 30, 2000. Net cash provided by financing activities for the six months ended June 30, 2000 was $55,181, compared to $21,506 for the same period in 1999. The Company received significant funding during this period from (a) the exercise of stock options and warrants and (b) bank and vendor financing and (c) the repayment of a shareholder loan. IMPACT OF YEAR 2000 In the prior year, the Company discussed the nature and progress of its plans to become Year 2000 ready. In late 1999, the Company completed its remediation and testing of systems. As a result of those planning and implementation efforts, the Company experienced no significant disruptions in mission critical information technology and non-information technology systems and believes those systems successfully responded to the Year 2000 date change. 17
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The Company expensed approximately $63 during 1999 in connection with remediating its systems. The Company is not aware of any material problems resulting from Year 2000 issues, either with its products, its internal systems, or the products and services of third parties. The Company will continue to monitor its mission critical computer applications and those of its suppliers and vendors throughout the year. INFLATION AND EXCHANGE RATES Inflation and exchange rate variations may have substantial effects on the Company's results of operations and financial condition. Generally, the effects of inflation in many Latin American countries, including Chile, Peru and Colombia, have been offset in part by a devaluation of the local countries' currencies relative to the U.S. dollar. Nevertheless, the devaluation of each country's currency may have an adverse effect on the Company. A substantial portion of the Company's purchases of capital equipment and interest on the Notes is payable in U.S. dollars. To date, the Company has not had significant foreign currency exposure with third parties and generally intends to be paid for its services in U.S. dollars or in local currencies with a pricing adjustment that is structured to protect the Company against the risk of fluctuations in exchange rates. As a result, the Company has not entered into foreign currency hedging transactions. In the future, if third party foreign currency exposure increases, the Company may enter into hedging transactions in order to mitigate any related financial exposure. However, a portion of sales to customers of the Company will be denominated in local currencies, and substantial or continued devaluation in such currencies relative to the U.S. dollar could have a negative effect on the ability of customers of the Company to absorb the costs of devaluation. This could result in the Company's customers seeking to renegotiate their contracts with the Company or, failing satisfactory renegotiation, defaulting on such contracts. In addition, from time to time, Latin American countries have experienced shortages in foreign currency reserves and restrictions on the ability to expatriate local earnings and convert local currencies into U.S. dollars. Also, currency devaluations in one country may have adverse effects in another country, as in late 1994 and 1995, when several Latin American countries were adversely impacted by the devaluation of the Mexican peso. Any devaluation of local currencies in the country where the Company operates, or restrictions on the expatriation of earnings or capital from such countries, could have a material adverse effect on the business, results of operations and financial condition of the Company. NET OPERATING LOSS CARRYFORWARDS At December 31, 1999 the Company has net tax operating loss carryforwards of approximately $85,000 for U.S. income tax purposes and approximately $46,900 for foreign income tax purposes. The U.S. carryforwards are available to offset future taxable income, if any, and expire for U.S. income tax purposes in the years 2007 through 2019, subject to limitation under Section 382 of the Internal Revenue Code. The foreign net operating loss carryforwards related (1) to Peru, of $15,300 expire in the years 2000 through 2003 and (2) to Chile, of $31,500, do not expire. EFFECTS OF NEW ACCOUNTING STANDARDS In June 1998, the Financial Accounting Standards Board issued Statement of Accounting Standards No. 133, ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (the "Statement"). The Company has adopted the Statement effective January 1, 2000. The Statement requires the recognition of all derivatives on the Company's consolidated balance sheet at fair value. The Company does not anticipate that the adoption of this Statement will have a significant effect on its results of operations or financial position. 18
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PART II OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) The exhibits listed below are filed as part of this Report. EXHIBIT DESCRIPTION ------- ----------- 27 Financial Data Schedule for the six months ended June 30, 2000 (b) Reports on Form 8-K None SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf be the undersigned, thereunto duly authorized. FIRSTCOM CORPORATION /s/ Patricio E. Northland August 10, 2000 --------------------------- --------------- Patricio E. Northland Date Chairman of the Board, President, and Chief Executive Officer (Principal Executive Officer) /s/ Patricio E. Northland August 10, 2000 --------------------------- --------------- Patricio E. Northland Date Acting Chief Financial Officer 19
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EXHIBIT INDEX EXHIBIT DESCRIPTION ------- ----------- 27 Financial Data Schedule for the six months ended June 30, 2000 20

Dates Referenced Herein   and   Documents Incorporated by Reference

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10/27/0713
10/31/0214
6/30/0115
3/31/0115
1/2/01716
12/31/0015
10/27/001314
Corrected on:9/7/00
Changed as of:9/6/00
8/28/008
8/24/0014
Filed on:8/14/00
8/10/001419
8/8/0016
8/4/001
7/28/0014425,  DEFM14A
7/27/008425
For Period End:6/30/00120425
4/27/0013
3/31/001610-Q
1/1/0018
12/31/9921810-K405,  10-K405/A
11/1/9988-K
8/4/9915
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