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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 September 30, 2002

OR
o  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.

IMPSAT S.A.
(Exact name of registrant as specified in its charter)
     
Delaware
Argentina
(state or other jurisdiction of
incorporation or organization)
  52-1910372
Not Applicable
(IRS employer identification number)

Alférez Pareja 256 (1107)

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 Registrants (1) have 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 registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days.     YES x     NO o

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

      Indicate by check mark whether the Company 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 n/a     NO n/a

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 September 30, 2002, the Company had outstanding 91,428,570 shares of Common Stock, $0.01 par value.




TABLE OF CONTENTS

PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Item 4. Disclosure Controls and Procedures
PART II OTHER INFORMATION
Item 1. Legal Proceedings
Item 2. Changes in Securities
Item 3. Defaults Upon Senior Securities
Item 4. Submission of Matters to a Vote of Security-Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
SIGNATURES
Certification for Richardo Verdaguer
Certification for Hector Alonso
Certification for Marcelo Girotti
Certification for Jorge Paternostro


Table of Contents


IMPSAT Fiber Networks, Inc.
IMPSAT S.A.

INDEX

               
PART I  FINANCIAL INFORMATION     F-1  
 
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
    18  
 
Item 4.
 
Disclosure Controls and Procedures
    19  
PART II  OTHER INFORMATION     19  
 
Item 1.
 
Legal Proceedings
    19  
 
Item 2.
 
Changes in Securities
    19  
 
Item 3.
 
Defaults Upon Senior Securities
    19  
 
Item 4.
 
Submission of Matters to a Vote of Security-Holders
    19  
 
Item 5.
 
Other Information
    19  
 
Item 6.
 
Exhibits and Reports on Form 8-K
    19  
SIGNATURES     22  
CERTIFICATIONS     23  


Table of Contents

PART I

FINANCIAL INFORMATION

Item 1.     Financial Statements

IMPSAT FIBER NETWORKS, INC. AND SUBSIDIARIES

(DEBTOR-IN-POSSESSION)

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands of U.S. Dollars)
(Unaudited)
                     
December 31, September 30,
2001 2002


ASSETS
CURRENT ASSETS:
               
 
Cash and cash equivalents
  $ 35,606     $ 33,096  
 
Trading investments
    29,319       26,074  
 
Trade accounts receivable, net
    58,411       38,209  
 
Other receivables
    39,003       15,814  
 
Prepaid expenses
    3,429       3,443  
     
     
 
   
Total current assets
    165,768       116,636  
     
     
 
BROADBAND NETWORK, Net
    310,598       220,926  
     
     
 
PROPERTY, PLANT AND EQUIPMENT, Net
    214,459       183,806  
     
     
 
NON-CURRENT ASSETS:
               
 
Investments in common stock
    3,307       1,594  
 
Deferred financing costs, net
    10,752          
 
Other non-current assets
    13,690       12,045  
     
     
 
   
Total non-current assets
    27,749       13,639  
     
     
 
TOTAL
  $ 718,574     $ 535,007  
     
     
 
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
LIABILITIES NOT SUBJECT TO COMPROMISE:
               
CURRENT LIABILITIES
               
 
Accounts payable — trade
  $ 86,999     $ 71,109  
 
Short-term debt
    8,323          
 
Current portion of long-term debt
    959,076       282,292  
 
Accrued and other liabilities
    79,237       64,494  
     
     
 
   
Total current liabilities
    1,133,635       417,895  
LONG-TERM DEBT, Net
    23,189       29,238  
OTHER LONG-TERM LIABILITIES
    14,973       9,409  
DEFERRED REVENUES
    99,419       95,630  
     
     
 
   
Total liabilities not subject to compromise
    1,271,216       552,172  
     
     
 
LIABILITIES SUBJECT TO COMPROMISE
            727,522  
     
     
 
   
Total liabilities
    1,271,216       1,279,694  
     
     
 
COMMITMENTS AND CONTINGENCIES (NOTE 13)
               
STOCKHOLDERS’ DEFICIENCY:
               
 
Common Stock, $0.01 par value; 300,000,000 shares authorized, 91,428,570 shares issued and outstanding at December 31, 2001 and September 30, 2002
    914       914  
 
Additional paid in capital
    537,924       538,349  
 
Accumulated deficit
    (1,072,330 )     (1,309,157 )
 
Deferred stock-based compensation
    (5,438 )     (5,438 )
 
Accumulated other comprehensive (loss) income
    (13,712 )     30,645  
     
     
 
   
Total stockholders’ deficiency
    (552,642 )     (744,687 )
     
     
 
TOTAL
  $ 718,574     $ 535,007  
     
     
 
See notes to condensed consolidated financial statements.

F-1


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IMPSAT FIBER NETWORKS, INC. AND SUBSIDIARIES

(DEBTOR-IN-POSSESSION)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands of U.S. Dollars, except per share amounts)
(Unaudited)
                                       
Three Months Ended Nine Months Ended
September 30, September 30,


2001 2002 2001 2002




NET REVENUES:
                               
 
Data and value added services
  $ 59,097     $ 43,901     $ 178,186     $ 138,289  
 
Internet
    11,612       6,333       34,453       21,454  
 
Telephony
    3,406       2,915       6,562       11,234  
 
Services to carriers
    1,560       1,823       5,727       5,323  
 
Sales of equipment
    895       336       11,718       762  
     
     
     
     
 
     
Total net revenues from services and equipment
    76,570       55,308       236,646       177,062  
     
     
     
     
 
 
Broadband network development revenues
                    7,197          
     
     
     
     
 
     
Total net revenues
    76,570       55,308       243,843       177,062  
     
     
     
     
 
COSTS AND EXPENSES:
                               
 
Direct costs:
                               
   
Contracted services
    10,150       3,676       30,094       15,013  
   
Other direct costs
    7,653       5,629       20,816       17,190  
   
Leased capacity
    21,851       17,422       67,236       57,321  
   
Broadband network cost
                    3,335          
   
Cost of equipment sold
    722       67       8,219       307  
     
     
     
     
 
     
Total direct costs
    40,376       26,794       129,700       89,831  
     
     
     
     
 
 
Salaries and wages
    20,835       10,852       64,932       36,487  
 
Selling, general and administrative
    12,251       6,243       41,721       20,406  
 
Provision for asset impairment
    234,625               234,625          
 
Depreciation and amortization
    32,888       16,706       92,566       63,974  
     
     
     
     
 
     
Total costs and expenses
    340,975       60,595       563,544       210,698  
     
     
     
     
 
Operating loss
    (264,405 )     (5,287 )     (319,701 )     (33,636 )
     
     
     
     
 
OTHER INCOME (EXPENSES):
                               
 
Interest income and investment gains
    1,706       436       9,798       1,963  
 
Interest expense (contractual interest of $36,899 and $114,385 in 2002, respectively)
    (35,761 )     (13,438 )     (105,983 )     (86,117 )
 
Net loss on foreign exchange
    (26,132 )     (62,621 )     (50,282 )     (115,052 )
 
Recognition of other-than-temporary decline in value of investments
    (19,537 )             (19,537 )        
 
Reorganization items
            (9,297 )             (14,989 )
 
Other loss, net
    (311 )     (2,105 )     (163 )     (3,805 )
     
     
     
     
 
     
Total other expenses
    (80,035 )     (87,025 )     (166,167 )     (218,000 )
     
     
     
     
 
LOSS BEFORE INCOME TAXES
    (344,440 )     (92,312 )     (485,868 )     (251,636 )
BENEFIT FROM (PROVISION FOR) FOREIGN INCOME TAXES
    84       (407 )     (26,403 )     (1,558 )
     
     
     
     
 
LOSS BEFORE EXTRAORDINARY GAIN ON EARLY EXTINGUISHMENT OF DEBT
    (344,356 )     (92,719 )     (512,271 )     (253,194 )
GAIN ON EARLY EXTINGUISHMENT OF DEBT
                            16,367  
     
     
     
     
 
NET LOSS
  $ (344,356 )   $ (92,719 )   $ (512,271 )   $ (236,827 )
     
     
     
     
 
NET LOSS PER COMMON SHARE:
                               
 
LOSS BEFORE EXTRAORDINARY ITEM
  $ (3.77 )   $ (1.01 )   $ (5.60 )   $ (2.77 )
 
EXTRAORDINARY ITEM
                            0.18  
     
     
     
     
 
 
NET LOSS, BASIC AND DILUTED
  $ (3.77 )   $ (1.04 )   $ (5.60 )   $ (2.59 )
     
     
     
     
 
WEIGHTED AVERAGE NUMBER OF COMMON SHARES:
                               
 
BASIC AND DILUTED
    91,429       91,429       91,429       91,429  
     
     
     
     
 
See notes to condensed consolidated financial statements.

F-2


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IMPSAT FIBER NETWORKS, INC. AND SUBSIDIARIES

(DEBTOR-IN-POSSESSION)

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(In thousands of U.S. Dollars)
(Unaudited)
                                     
Three Months Ended Nine Months Ended
September 30, September 30,


2001 2002 2001 2002




NET LOSS
  $ (344,356 )   $ (92,719 )   $ (512,271 )   $ (236,827 )
     
     
     
     
 
OTHER COMPREHENSIVE (LOSS) INCOME:
                               
 
Foreign currency translation adjustment
    (488 )     37,247       (5,470 )     44,954  
 
Change in unrealized loss on investments available for sale
    (407 )     (225 )     (8,852 )     (1,454 )
 
Recognition of other-than-temporary decline in value of investment
    19,537       41       19,537       857  
     
     
     
     
 
   
TOTAL
    18,642       37,063       5,215       44,357  
     
     
     
     
 
COMPREHENSIVE LOSS
  $ (325,714 )   $ (55,656 )   $ (507,056 )   $ (192,470 )
     
     
     
     
 

See notes to condensed consolidated financial statements.

F-3


Table of Contents

IMPSAT FIBER NETWORKS, INC. AND SUBSIDIARIES

(DEBTOR-IN-POSSESSION)

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIENCY

FOR NINE MONTHS ENDED SEPTEMBER 30, 2002
(In thousands of U.S. Dollars)
(Unaudited)
                                                           
Accumulated
Other
Common Stock Additional Deferred Comprehensive

Paid In Accumulated Stock-Based (Loss)
Shares Amount Capital Deficit Compensation Income Total







BALANCE AT DECEMBER 31, 2001
    91,428,570     $ 914     $ 537,924     $ (1,072,330 )   $ (5,438 )   $ (13,712 )   $ (552,642 )
 
Amortization of amount paid in excess of carrying value of net assets acquired from related party
                    425                               425  
 
Change in unrealized loss on investment available for sale
                                            (1,454 )     (1,454 )
 
Recognition of other-than-temporary decline in value of investment
                                            857       857  
 
Foreign currency translation adjustment
                                            44,954       44,954  
 
Net loss for the period
                            (236,827 )                     (236,827 )
     
     
     
     
     
     
     
 
BALANCE AT SEPTEMBER 30, 2002.
    91,428,570     $ 914     $ 538,349     $ (1,309,157 )   $ (5,438 )   $ 30,645     $ (744,687 )
     
     
     
     
     
     
     
 

See notes to condensed consolidated financial statements

F-4


Table of Contents

IMPSAT FIBER NETWORKS, INC. AND SUBSIDIARIES

(DEBTOR-IN-POSSESSION)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands of U.S. Dollars)
(Unaudited)
                         
Nine Months Ended
September 30,

2001 2002


CASH FLOWS FROM OPERATING ACTIVITIES:
               
 
Net loss
  $ (512,271 )   $ (236,827 )
 
Adjustments to reconcile net loss to net cash (used in) provided by operating activities, net of acquisition:
               
   
Amortization and depreciation
    92,566       63,974  
   
Provision for doubtful accounts
    6,906       7,653  
   
Recognition of other-than-temporary decline in value of investment
    19,537       857  
   
Gain on early extinguishment of debt
            (16,367 )
   
Deferred income tax provision
    25,361       167  
   
Provision for asset impairment
    234,625          
   
Changes in assets and liabilities:
               
     
(Increase) decrease in trade accounts receivable, net
    (9,396 )     14,875  
     
Increase in prepaid expenses
    (1,699 )     (14 )
     
Decrease in other receivables and other non-current assets
    5,502       67,121  
     
Increase in accounts payable — trade
    17,015       45,710  
     
(Decrease) increase in accrued and other liabilities
    (1,248 )     81,465  
     
Increase (decrease) in deferred revenues
    43,491       (3,789 )
     
Decrease in other long-term liabilities
    (15,893 )     (5,564 )
     
     
 
       
Net cash (used in) provided by operating activities
    (95,504 )     19,261  
     
     
 
CASH FLOWS FROM INVESTING ACTIVITIES:
               
 
Net decrease in trading investments
    220,192       3,245  
 
Purchases of broadband network, net of disposals
    (59,037 )     (4,283 )
 
Purchases of property, plant and equipment, net of disposals
    (62,125 )     (8,657 )
 
Decrease in other investment
    (306 )        
     
     
 
       
Net cash provided by (used in) investing activities
    98,724       (9,695 )
     
     
 
CASH FLOWS FROM FINANCING ACTIVITIES:
               
 
Net repayments of short-term debt
    (5,955 )     (8,323 )
 
Proceeds from long-term debt
    20,144       1,526  
 
Repayments of long-term debt
    (19,288 )     (5,894 )
     
     
 
     
Net cash provided by (used in) financing activities
    (5,099 )     (12,691 )
     
     
 
EFFECT OF EXCHANGE RATE CHANGE ON CASH AND CASH EQUIVALENTS
    (5,470 )     615  
     
     
 
NET DECREASE IN CASH AND CASH EQUIVALENTS
    (7,349 )     (2,510 )
CASH AND CASH EQUIVALENTS AT BEGINNING OF THE PERIOD
    67,737       35,606  
     
     
 
CASH AND CASH EQUIVALENTS AT END OF THE PERIOD
  $ 60,388     $ 33,096  
     
     
 
SUPPLEMENTAL CASH FLOW INFORMATION:
               
 
Interest paid
  $ 105,786     $ 16,126  
     
     
 
 
Foreign income taxes paid
  $ 1,410     $ 1,769  
     
     
 
 
Cash paid during period for reorganization items:
               
     
Professional fees
          $ 2,878  
             
 
     
Other reorganization payments
          $ 2,814  
             
 
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
               
 
Change to unrealized gain (loss) in investment available for sale
  $ (8,852 )   $ (1,454 )
     
     
 
 
Broadband network vendor financing
  $ 29,184          
     
         
See notes to condensed consolidated financial statements.

F-5


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IMPSAT FIBER NETWORKS, INC. AND SUBSIDIARIES

(DEBTOR-IN-POSSESSION)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Tables in thousands of U.S. dollars, except for per share amounts)

1.     GENERAL

      IMPSAT Fiber Networks, Inc., a Delaware holding company (the “Holding Company”), and subsidiaries (the “Company”) is a leading integrated provider of broadband Internet, data and voice services in Latin America. The Company offers integrated telecommunications solutions, with an emphasis on end-to-end broadband data transmission, for national and multinational companies, financial institutions, governmental agencies and other business customers. In addition, the Company has built an extensive pan-Latin American high capacity fiber optic network (“Broadband Network”).

      The Company currently provides telecommunications services to its customers using its local access and long haul fiber optic and satellite networks. The deployed facilities include 15 metropolitan area networks in the largest cities of the region, long haul networks across Argentina, Brazil, Chile and Colombia, and leased submarine capacity to link South America to the United States. In addition, the Company has 500,000 gross square feet of premises housing advanced hosting capabilities.

      The Holding Company’s operating subsidiaries are wholly owned (except for a small number of shares issued to other persons to comply with local corporate law requirements). A listing of the Holding Company’s operating subsidiaries is as follows:

         
Argentina
    Impsat S.A.  
Brazil
    Impsat Comunicacoes Ltda.  
Chile
    Impsat Chile S.A.  
Colombia
    Impsat S.A.  
Ecuador
    Impsatel del Ecuador S.A.  
Mexico
    Impsat S.A. de C.V.  
Peru
    Impsat Peru S.A.  
USA
    Impsat USA, Inc.  
Venezuela
    Telecomunicaciones Impsat S.A.  

      In addition, the Holding Company owns other subsidiaries, which serve intermediary functions to the Holding Company and its operating subsidiaries.

      Financial Restructuring — On March 11, 2002, the Holding Company, which has been advised by Houlihan Lokey Howard & Zukin Capital, concluded negotiations with an ad hoc committee representing certain creditors under the Holding Company’s Broadband Network Vendor Financing Agreements, and certain holders of its $125.0 million 12.125% Senior Guaranteed Notes due 2003, $300.0 million 13.75% Senior Notes due 2005 and $225.0 million 12.375% Senior Notes due 2008 (collectively, the “Senior Notes”) of a non-binding term sheet agreement in principle (the “Restructuring Term Sheet”) relating to the terms of a proposed restructuring of these long-term obligations, as part of a comprehensive financial restructuring of the Company. The Restructuring Term Sheet, contemplates the following principal components of the proposed restructuring plan:

  •  all of the shares of the Holding Company’s existing common stock, options granted under the Holding Company’s stock option plans, and any other equity interests would be cancelled, retired and eliminated with no consideration paid therefore, and the Holding Company would issue “new common stock” in accordance with the proposed restructuring plan;
 
  •  creditors under the Broadband Network Vendor Financing Agreements would receive

  —  $140.7 million senior secured debt issued by IMPSAT Argentina and IMPSAT Brazil and guaranteed by the Holding Company;

F-6


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IMPSAT FIBER NETWORKS, INC. AND SUBSIDIARIES
(DEBTOR-IN-POSSESSION)
 
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

  —  $22.5 million of new senior convertible notes guaranteed by IMPSAT Argentina and initially convertible into 5% of the Holding Company’s new common stock on a fully-diluted basis; and
 
  —  warrants to acquire up to 15% of the Holding Company’s new common stock on a fully-diluted basis.

  •  holders of the Notes due 2003 would receive $67.5 million of new senior convertible notes of the Holding Company guaranteed by IMPSAT Argentina and initially convertible into 23% of the Holding Company’s new common stock on a fully-diluted basis
 
  •  holders of the Notes due 2005 and the Notes due 2008 would exchange those securities for 98% of the Company’s new common stock, subject to certain dilutive events
 
  •  the Holding Company’s guarantees of certain indebtedness owed by the Holding Company’s operating subsidiaries to certain of their respective creditors will either be restructured in exchange for new senior convertible notes and warrants consistent with and proportionate to the restructuring treatment of analogous indebtedness under the Broadband Network Vendor Financing Agreements, or canceled in exchange for equity in the Holding Company
 
  •  no distribution to the existing stockholders of the Holding Company
 
  •  management would receive 2% of the Holding Company’s new common stock plus stock options representing 8% of the Holding Company’s new common stock.

      The Restructuring Term Sheet provided that completion of the proposed restructuring plan would be subject to certain conditions, including the plan’s acceptance by affected classes of the Holding Company’s securities holders in accordance with the United States Bankruptcy Code (“Bankruptcy Code”).

      Petition for Relief Under Chapter 11 — On June 11, 2002 (the “Petition Date”), the Holding Company filed a voluntary petition for relief under Chapter 11 of the federal bankruptcy laws in the United States Bankruptcy Court for the Southern District of New York. Under Chapter 11, certain claims against the Holding Company in existence prior to the filing of the petition for relief under the federal bankruptcy laws are stayed while the Holding Company continues business operations as Debtor-in-possession. These claims are reflected in the September 30, 2002 consolidated balance sheet as “liabilities subject to compromise”. Additional claims (liabilities subject to compromise) may arise subsequent to the filing date resulting from rejection of executory contracts, including leases, and from the determination of the Bankruptcy Court (or agreed to by parties in interest) of allowed claims for contingencies and other disputed amounts.

      On September 4, 2002, the Holding Company filed a Disclosure Statement (the “Disclosure Statement”) and a Plan of Reorganization (the “Plan”) with the Bankruptcy Court. The Plan reflects the terms of the pre-arranged plan of reorganization that holders of the indebtedness under the Company’s Vendor Financing Agreements and Senior Notes agreed to support. The Plan, if approved, would restructure the Company’s indebtedness in the manner described above under the caption “Financial Restructuring.” The Disclosure Statement summarizes the Plan and contains information concerning among other matters the history, business, results of operations, management, properties, liabilities and the assets available for distribution under the Plan as well as the anticipated organization and operation of a reorganized Holding Company. The Disclosure Statement also describes certain effects of Plan confirmation, certain risk factors associated with the Plan the manner in which distributions will be made to the Company’s creditors under the Plan for all amounts that were owed to such parties on the Petition Date and the confirmation process and voting procedures that holders of claims in impaired classes must follow for their votes to be counted. On or around November 1, 2002, the Plan and Disclosure Statement were mailed to the impaired creditors and other interests who are entitled to vote on confirmation of the Plan. Notice of the Plan was also mailed to the Holding Company’s equity holders, but because they will receive nothing on account of their claims under the Plan, the votes of the equity holder class were not solicited. December 3, 2002 has been established as the

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(DEBTOR-IN-POSSESSION)
 
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

deadline for the receipt of votes to accept or reject the Plan. The Bankruptcy Court has scheduled a hearing for December 11, 2002 to consider confirmation of the Plan. At the confirmation hearing; the Bankruptcy Court will determine whether sufficient acceptances have been received to confirm the Plan or, if not, whether it is nevertheless confirmable under applicable bankruptcy law. Assuming the Bankruptcy Court approves the Plan, the Company currently expects the Plan to become effective and the Company’s Chapter 11 restructuring proceeding to be completed prior to December 31, 2002. No assurance can be given, however, that the Bankruptcy Court will confirm the Plan or, if confirmed, that the Plan will be consummated in the manner that the Company anticipates or at all.

      The Holding Company’s unconsolidated balance sheet as of September 30, 2002 consists primarily of cash and trading investments of approximately $26.0 million, other assets of approximately $0.2 million and the net investment in each of its consolidated subsidiaries. The Holding Company’s liabilities consists primarily of accounts payable of approximately $2 million and the “liabilities subject to compromise” described in Note 11.

      The Holding Company’s statement of operations for the nine months ended September 30, 2002 consists of the equity in the earnings of its consolidated subsidiaries, interest income earned on its trading investments, offset by the interest expense on the Senior Notes, certain general and administrative expenses and the reorganization items described in Note 11.

      The accompanying condensed consolidated financial statements do not purport to reflect or provide for the consequences of the bankruptcy proceedings. In particular, such financial statements do not purport to show (a) as to assets, their realizable value on a liquidation basis or their availability to satisfy liabilities; (b) as to prepetition liabilities, the amounts that may be allowed for claims or contingencies, or the status and priority thereof; (c) as to stockholder accounts, the effect of any changes that may be made in the capitalization of the Holding Company; or (d) as to operations, the effect of any changes that may be made in the business of the Holding Company and its subsidiaries.

      Going Concern Matters — The Company’s history of losses, negative working capital, stockholders’ deficiency and the Chapter 11 proceedings raise substantial doubt about the Holding Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments relating to recoverability and classification of recorded asset amounts or the amount and classification of liabilities that might be necessary should the Holding Company be unable to continue as a going concern. The ability of the Holding Company to continue as a going concern and to appropriately use the going concern basis is dependent upon, among other things, (i) the Holding Company’s ability to revise and implement its business plan, (ii) confirmation of the reorganization plan under the Bankruptcy Code, (iii) the Holding Company’s ability to achieve profitable operations after such confirmation, and (iv) the Holding Company’s ability to generate sufficient cash from operations to meet its obligations. The consolidated financial statements do not give effect to any adjustment to the carrying value of assets or amounts and classifications of liabilities that might result from the uncertainties described above.

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      Basis of Presentation — The financial statements are presented on a condensed consolidated basis and include the accounts of IMPSAT Fiber Networks, Inc and its subsidiaries. All significant intercompany transactions and balances have been eliminated. AICPA Statement of Position (“SOP”) 90-7, Financial Reporting by Entities in Reorganization Under the Bankruptcy Code, was followed in the preparation of these condensed consolidated financial statements.

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(DEBTOR-IN-POSSESSION)
 
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      Interim Financial Information — The unaudited condensed consolidated financial statements as of September 30, 2002 and for the three and nine months ended September 30, 2001 and 2002 have been prepared on the same basis as the Company’s audited consolidated financial statements. In the opinion of management, the unaudited condensed consolidated financial statements include all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the results for such period. The operating results for the three and nine months ended September 30, 2002 are not necessarily indicative of the operating results to be expected for the full fiscal year or for any future period.

      Use of Estimates — The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“generally accepted accounting principles”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant assumptions and estimates were used in determining the carrying values of the Company’s telecommunication infrastructure and collectibility of receivables. Actual results could differ from those estimates.

      Market Risk — The Company currently operates in countries throughout Latin America. The Company’s financial performance may be affected by inflation, exchange rates and controls, price controls, interest rates, changes in governmental economic policy, taxation and political, economic or other developments in or affecting the Latin America countries in which the Company operates. The Company has not entered into derivative transactions to hedge against potential foreign exchange or interest rate risks.

      Currency Risks — In early January 2002, as Argentina’s ongoing political and financial crisis deepened, the country defaulted on its massive foreign debt and the government of President Eduardo Duhalde, who entered office on January 1, 2002, 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 at 1.65 pesos to the U.S. dollar and has been volatile since. At September 30, 2002, the Argentine peso traded at pesos 3.75 to the U.S. dollar. The devaluation of the Argentine peso will generally affect the Company’s condensed consolidated financial statements by generating foreign exchange gains or losses on peso-denominated monetary liabilities and assets of IMPSAT Argentina and will generally result in a decrease, in U.S. dollar terms, in the Company’s revenues, costs and expenses in Argentina.

      During December 2001, the Argentine government instituted a system for the freezing of the deposits in its financial system. In February 2002, these measures led to, among other things, 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 the “coeficiente de estabilizacion de referencia”(“CER”), as published by the Argentine central bank based on the Argentine consumer price index. Under the “pesification” decree, after the foreign currency denominated contracts are converted to pesos (at the rate of one peso to one U.S. dollar rate), the contracts may be privately renegotiated by the parties back into foreign currency denominated terms. Under the “pesification” decree, if a contract governed by Argentine law is entered into after the decree’s enactment, that contract may be denominated in either U.S. dollars or pesos. However, if the parties choose to denominate the new contract in pesos, payments under that contract are not entitled to be adjusted according to the CER or any other consumer price index. Contracts denominated in pesos before the decree continue to be denominated in pesos, unaffected by the decree. Finally, the decree provides that if the value of the goods sold or services rendered is higher or lesser than the price payable after the mandatory “pesification”, either party may request an “equitable adjustment” of such price. If the parties do not agree on the “equitable adjustment”, the dispute is to be settled by the courts, which will attempt to preserve the contractual agreement between the parties. The devaluation and the “pesification” of agreements

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(DEBTOR-IN-POSSESSION)
 
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

of the Company governed by Argentine law may have adverse, unknown and unforeseeable effects on the Company.

      Since the “pesification” decree, IMPSAT Argentina’s customer contracts and operating cash inflows are now predominantly denominated in pesos while its debt service payments and a portion of its costs (including capital equipment purchases and payments for certain leased telecommunication capacity) are denominated in U.S. dollars. Accordingly, the Company’s 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. Because of the recent nature of these events and the significant uncertainties regarding the extent and duration of the devaluation and the direction of the fiscal policies in Argentina, management cannot presently determine or reasonably estimate the impact a continued economic crisis in that country could possibly have on IMPSAT Argentina’s and the Company’s overall 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 the Company receives for services offered in Argentina; (ii) the timing of repatriations of any dividends or other cash flows from IMPSAT Argentina to the Company in the United States; (iii) the Company’s asset valuations; and (iv) the Company’s pesos-denominated monetary assets and liabilities.

      The Company’s results in Brazil also were adversely affected during the period by the devaluation of the Brazilian real against the U.S. dollar. At June 30, 2001, the real traded at a rate of R$2.83 = $1.00, and at September 30, 2002 it had depreciated to R$3.84 = $1.00. These and prior devaluations have had a negative effect on the Company’s real-denominated revenues. The devaluation of the real and the decline in growth in the Brazilian economy have been caused in part by the continued recession in the region, a general aversion to emerging markets by foreign direct and financial investors and the overall decline in worldwide economic production. On October 27, 2002, Luiz Inacio Lula da Silva of the left-wing Workers’ Party was elected president of Brazil. Although, as a candidate, Mr. da Silva expressed support for tightening of Brazil’s fiscal policy as a condition of an IMF loan and promised to honor and stabilize government debt, anxiety has persisted within the investor community regarding whether Mr. da Silva can restore financial confidence and quickly establish trust in his administration and its ability to govern. A protraction or worsening of the economic difficulties in Brazil, including further currency devaluations, could have a material adverse effect on IMPSAT Brazil’s and the Company’s overall financial condition and results of operations.

      Cash and Cash Equivalents — Cash and cash equivalents are time deposits with original maturities of three months or less at the time of purchase. Cash equivalents and short-term investments are stated at cost, which approximates fair value.

      Revenue Recognition — Revenues from data, value-added telephony, IT Solutions and Internet services are recognized monthly as the services are provided. Equipment sales are recorded upon delivery to and acceptance by the customer. In addition, the Company has entered into, and may enter into in the future, agreements with carriers granting indefeasible rights of use (“IRUs”) and access to portions the Company’s broadband network capacity and infrastructure. Pursuant to these agreements, the Company will receive fixed advance payments for the IRU and will recognize the revenue from the IRU ratably over the life of the IRU. Amounts received in advance are recorded as deferred revenue in the accompanying condensed consolidated balance sheets. The Securities and Exchange Commission (the “SEC”) issued Staff Accounting Bulletin (“SAB”) No. 101, Revenue Recognition in Financial Statements. SAB No. 101 summarizes the SEC’s views on the application of generally accepted accounting principles to revenue recognition. The Company has

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

reviewed SAB No. 101 and believes that it is in compliance with the SEC’s interpretation of revenue recognition.

      No single customer accounted for greater than 10% of total net revenues from services for the three and nine months ended September 30, 2001 and 2002.

      Non-Monetary Transactions — The Company may exchange capacity on its Broadband Network for capacity from other carriers through the exchange of IRUs. These transactions are accounted for in accordance with Accounting Principles Board Opinion No. 29, Accounting for Nonmonetary Transactions, where an exchange of similar IRUs is recorded at a historical carryover basis with no revenue or any gain or loss being recorded.

      Broadband Network — Costs in connection with the construction, installation and expansion of the Broadband Network are capitalized. Rights of way agreements represent the fees paid and the net present value of fees to be paid per signed agreements entered into for obtaining rights of way and other permits for the Broadband Network. These capitalized agreements are being amortized over the term of the rights of way, which range from 10 to 20 years.

      In addition, the Company has acquired IRUs from other entities for its own purposes. Such IRU investments are capitalized and amortized over their estimated useful lives, not to exceed 15 years. The acquired IRUs have a 25-year term. In those cases where the right of use has been acquired for a longer period of time (25 years) management believes that, due to anticipated advances in technology, the Company’s IRUs are not likely to be productive assets beyond 15 years.

         
Network infrastructure
    10–15 years  
Equipment and materials
    10 years  
Right of way
    10–20 years  
IRU investments
    15 years  

      Property, Plant and Equipment — Property, plant and equipment are recorded at cost and depreciated using the straight-line method over the following estimated useful lives:

         
Buildings and improvements
    10–25 years  
Operating communications equipment
    5–10 years  
Furniture, fixtures and other equipment
    2–10 years  

      The operating communications equipment owned by the Company is subject to rapid technological obsolescence; therefore, it is reasonably possible that the equipment’s estimated useful lives could change in the near future.

      Investments — Investments covered under the scope of Statement of Financial Accounting Standards (“SFAS”) No. 115, Accounting for Certain Investments in Debt and Equity Securities, are classified by the Company as either “trading” for short term investments or “available for sale” for long term investments and are carried at fair value. Unrealized gains and losses for trading investments are included in the Company’s results of operations. Unrealized gains or losses, net of tax, for available for sale investments are included in accumulated other comprehensive loss within stockholders’ equity. All other investments are carried at cost.

      Long-Lived Assets — Long-lived assets are reviewed on an ongoing basis for impairment based on a comparison of carrying values to the related undiscounted future cash flows. If the carrying amounts exceed such cash flows, identifying a possible impairment, the assets carrying amount is adjusted to fair value.

      During the three months ended September 30, 2001, in connection with the Company’s ongoing review of its business plan, cash flow and liquidity position, and the economic environment in Latin America, the

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(DEBTOR-IN-POSSESSION)
 
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Company determined that its long-lived assets primarily related to its telecommunication infrastructure were likely impaired. The Company calculated the present value of its expected cash flows of its operating subsidiaries to determine the fair value of its telecommunication infrastructure. Accordingly, in the three months ended September 30, 2001, the Company recorded a noncash impairment charge of $234.6 million. This charge included approximately $98.3 million for IMPSAT Argentina, $24.7 million for IMPSAT Brazil and $28.9 million for all other countries. In addition, the charge also included approximately $82.7 million for a write-down of the value of goodwill generated by the acquisition of certain minority interest in the operating subsidiaries. The Company recorded this impairment charge based on internal estimates of fair value, other indicators and not on an independent valuation of its telecommunication infrastructure.

      During the three and nine month periods ended September 30, 2002, no impairments were recorded.

      Income Taxes — Deferred income taxes result from temporary differences in the recognition of expenses for tax and financial reporting purposes and are accounted for in accordance with SFAS No. 109, Accounting for Income Taxes, which requires the liability method of computing deferred income taxes. Under the liability method, deferred taxes are adjusted for tax rate changes as they occur.

      Foreign Currency Translation — The Company’s subsidiaries generally use the U.S. dollar as the functional currency. Accordingly, the financial statements of the subsidiaries were remeasured. The effects of foreign currency transactions and of remeasuring the financial position and results of operations into the functional currency are included as net gain or loss on foreign exchange, except for IMPSAT Brazil, which uses the local currency as the functional currency and which is included in accumulated other comprehensive income (loss) in stockholders’ equity.

      Stock-Based Compensation — SFAS No. 123, Accounting for Stock-Based Compensation, encourages, but does not require, companies to record compensation cost for stock-based employee and non-employee director compensation plans at fair value. The Company has chosen to continue to account for stock-based compensation to employees and non-employee directors using the intrinsic value method as prescribed by Accounting Principles Board Opinion (“APB”) No. 25, Accounting for Stock Issued to Employees, and related interpretations. Accordingly, compensation cost for stock options issued to employees and non-employee directors are measured as the excess, if any, of the fair value of the Company’s stock at the date of grant over the amount an employee or non-employee director must pay for the stock. The Company also provides the required disclosures of SFAS No. 123.

      Net Loss Per Common Share — Basic earnings (loss) per share is computed based on the average number of common shares outstanding and diluted earnings (loss) per share is computed based on the average number of common and potential common shares outstanding under the treasury stock method.

      Accumulated Other Comprehensive Loss — Accumulated other comprehensive loss is comprised as follows:

                         
Unrealized Loss
Foreign on Investments
Currency Available for
Translation Sale Total



Balance at December 31, 2001
  $ (13,395 )   $ (317 )   $ (13,712 )
Change during the period
    44,954       (597 )     44,357  
     
     
     
 
Balance at September 30, 2002
  $ 31,559     $ (914 )   $ 30,645  
     
     
     
 

      New Accounting Pronouncements — In June 2001, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 143, Accounting for Asset Retirement Obligations, which addresses financial accounting and reporting for legal obligations associated with the retirement of tangible long-lived assets and

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

the associated asset retirement costs. SFAS No. 143 is effective for fiscal years beginning after June 15, 2002, with early adoption encouraged. The Company does not expect the adoption of SFAS No. 143 to have a material effect on its consolidated financial statements or disclosures.

      In August 2001, the FASB issued SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, which addresses financial accounting and reporting for the impairment or disposal of long-lived assets. SFAS No. 144 is effective for fiscal years beginning after December 15, 2001, and interim periods within those fiscal years, with early adoption encouraged. The provisions of SFAS No. 144 generally are to be applied prospectively. The adoption of SFAS No. 144 did not have a material effect on the Company’s consolidated financial statements or disclosures.

      In April 2002, the FASB issued SFAS No. 145, Rescission of the FASB Statements No. 44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections. SFAS No. 145 eliminates the requirement to classify gains and losses from the extinguishment of indebtedness as extraordinary, requires certain lease modifications to be treated the same as a sale-leaseback transaction, and makes other non-substantive technical corrections to existing pronouncements. SFAS No. 145 is effective for fiscal years beginning after May 15, 2002, with earlier adoption encouraged. The Company does not expect the adoption of SFAS 145 to have a material effect on its consolidated financial statements.

      In July 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities. SFAS No. 146 requires companies to recognize costs associated with exit or disposal activities when they are incurred rather than at the date of a commitment to an exit or disposal plan. Examples of costs covered by the standard include lease termination costs and certain employee severance costs that are associated with a restructuring, discontinued operations, plant closing, or other exit or disposal activities. SFAS No. 146 is effective prospectively for exit or disposal activities initiated after December 31, 2002, with earlier adoption encouraged. As the provisions of SFAS No. 146 are required to be applied prospectively after the adoption date, the Company cannot determine the potential effects that adoption of SFAS No. 146 will have on its consolidated financial statements.

      Reclassifications — Certain amounts in the 2001 condensed consolidated financial statements have been reclassified to conform with the 2002 presentation.

3.     INVESTMENTS

      The Company’s investments consist of the following at December 31, 2001 and September 30, 2002:

                 
December 31, September 30,
2001 2002


Trading investments, at fair value
  $ 29,319     $ 26,074  
     
     
 
Investments in common stock
  $ 3,307     $ 1,594  
     
     
 

      The Company’s trading investments consist of high-quality, short-term investments with maturities of less than 360 days.

      The Company’s investment in common stock includes a 3.3% ownership interest in the outstanding common stock of Claxson Interactive Group Inc., an integrated media company with operations in Latin America. This investment is subject to equity price risk. The Company has not taken any actions to hedge this market risk exposure. During the period ended September 30, 2002, the Company recorded a non-cash charge of $0.8 million which reflected an other-than-temporary decline in value of this investment based upon a sustained reduction in the quoted market price.

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(DEBTOR-IN-POSSESSION)
 
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

4.     TRADE ACCOUNTS RECEIVABLE

      Trade accounts receivable, by operating subsidiaries, at December 31, 2001 and September 30, 2002, are summarized as follows:

                   
December 31, September 30,
2001 2002


IMPSAT Argentina
  $ 51,037     $ 29,083  
IMPSAT Brasil
    6,714       3,816  
IMPSAT Colombia
    5,033       3,942  
IMPSAT Venezuela
    6,637       8,410  
All other countries
    12,772       11,237  
     
     
 
 
Total
    82,193       56,488  
Less: allowance for doubtful accounts
    (23,782 )     (18,279 )
     
     
 
Trade accounts receivable, net
  $ 58,411     $ 38,209  
     
     
 

      The Company’s subsidiaries provide trade credit to their customers in the normal course of business. The collection of a substantial portion of the trade receivables are susceptible to changes in the Latin American economies and political climates. Prior to extending credit, the customers’ financial history is analyzed.

      The activity for the allowance for doubtful accounts for the year ended December 31, 2001 and for the nine months ended September 30, 2002 is as follows:

                 
December 31, September 30,
2001 2002


Beginning balance
  $ 22,509     $ 23,782  
Provision for doubtful accounts
    16,784       7,653  
Write-offs, net of recoveries
    (7,697 )     (2,799 )
Effect of exchange rate change
    (7,814 )     (10,357 )
     
     
 
Ending balance
  $ 23,782     $ 18,279  
     
     
 

5.     OTHER RECEIVABLES

      Other receivables consist primarily of refunds or credits pending from local governments for taxes other than income, advances to suppliers, and other miscellaneous amounts due to the Company and its operating subsidiaries and are as follows at December 31, 2001 and September 30, 2002:

                   
December 31, September 30,
2001 2002


IMPSAT Argentina
  $ 22,155     $ 4,600  
IMPSAT Brazil
    3,209       1,847  
IMPSAT Colombia
    3,777       2,574  
IMPSAT Venezuela
    2,667       1,494  
All other countries
    7,195       5,299  
     
     
 
 
Total
  $ 39,003     $ 15,814  
     
     
 

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(DEBTOR-IN-POSSESSION)
 
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

6.     BROADBAND NETWORK AND AGREEMENTS

      Broadband network and related equipment consists of the following at December 31, 2001 and September 30, 2002:

                   
December 31, September 30,
2001 2002


Network infrastructure
  $ 168,301     $ 128,520  
Equipment and materials
    132,494       120,654  
Right of ways
    16,056       8,946  
IRU investments
    46,913       40,658  
     
     
 
 
Total
    363,764       298,678  
Less: accumulated depreciation
    (83,373 )     (96,663 )
     
     
 
 
Total
    280,391       202,015  
Under construction — Network infrastructure
    30,207       18,911  
     
     
 
 
Total
  $ 310,598     $ 220,926  
     
     
 

      The recap of accumulated depreciation for the year ended December 31, 2001 and for the nine months ended September 30, 2002 is as follows:

                 
December 31, September 30,
2001 2002


Beginning balance
  $ 46,433     $ 83,373  
Depreciation expense
    41,173       23,842  
Disposals and retirements
    (4,233 )     (10,552 )
     
     
 
Ending balance
  $ 83,373     $ 96,663  
     
     
 

      Nortel Networks Agreements — On September 6, 1999, the Company executed two turnkey agreements with Nortel Networks Limited (“Nortel”) relating to Nortel’s design and construction of segments of the Broadband Network in Argentina and Brazil for approximately $265 million.

      On October 25, 1999, each of IMPSAT Argentina and IMPSAT Brazil signed definitive agreements with Nortel to borrow an aggregate of up to approximately $149.1 million and $148.3 million, respectively, of long-term vendor financing. The financing, which has a final maturity in 2006, was used to finance Nortel’s construction of the segments of the Broadband Network in Argentina and Brazil as well as additional purchases of telecommunications equipment. The Company has guaranteed the obligations of each of IMPSAT Argentina and IMPSAT Brazil under the Nortel financing agreements. At September 30, 2002, a total of $ 245.4 million was outstanding. (See Note 1 for a description of the restructuring of these amounts under the Holding Company’s proposed restructuring plan.)

      The Company’s subsidiaries have obtained additional vendor financing from Ericsson, Tellabs OY, DMC and Harris Canada, Inc. for the acquisition of fiber optic cable and other telecommunications equipment for the Broadband Network, with respect to which an aggregate of $14.5 million was disbursed and outstanding as of September 30, 2002, which are guaranteed by the Company.

      Global Crossing — During the year ended December 31, 2000, the Company completed and delivered to Global Crossing the portion of the Trans-Andean Crossing System connecting Las Toninas, Argentina and Santiago, Chile. As part of the Broadband Network and the South American Crossing, the Company also constructed turnkey backhaul segments and granted IRUs to Global Crossing in Peru and Brazil between

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(DEBTOR-IN-POSSESSION)
 
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Global Crossing’s landing points in those countries and its metropolitan points of presence located at the Company’s telehouses in Lima, Peru and Sao Paulo and Rio de Janeiro, Brazil. In connection with the delivery of such infrastructure to Global Crossing during 2000, the Company recognized during the nine months ended September 30, 2001, revenues and costs totaling $7.2 million and $3.3 million, respectively.

      As part of its arrangements with Global Crossing, the Company has agreed to purchase from Global Crossing indefeasible rights of use of capacity valued at not less than $46 million on any of Global Crossing’s fiber optic cable networks worldwide. These rights enable the Company to interconnect the Company’s networks in Argentina and Brazil and give the Company global international access. The Company had purchased approximately $9.7 million under this agreement as of December 31, 2001 and has not purchased any amount during the nine months ended September 30, 2002, respectively.

      IRU Agreements — The Company has entered into several framework agreements granting IRUs of up to 25 years on the Company’s Broadband Network, including network maintenance services and telehousing space. The Company has received advance payments related to these agreements. These advance payments are recorded as deferred revenue in the accompanying condensed consolidated balance sheets. During the three and nine months ended September 30, 2002, the Company recognized approximately $1.8 million and $3.8 million, respectively, from these agreements, which are reflected as services to carriers in the accompanying condensed consolidated statement of operations.

7.     PROPERTY, PLANT AND EQUIPMENT

      Property, plant and equipment at December 31, 2001 and September 30, 2002, consisted of:

                   
December 31, September 30,
2001 2002


Land
  $ 11,223     $ 11,185  
Building and improvements
    68,350       69,396  
Operating communications equipment
    424,428       408,799  
Furniture, fixtures and other equipment
    36,376       38,255  
     
     
 
 
Total
    540,377       527,635  
Less: accumulated depreciation
    (332,345 )     (348,515 )
     
     
 
 
Total
    208,032       179,120  
Equipment in transit
    3,413       2,773  
Works in process
    3,014       1,913  
     
     
 
Property, plant and equipment, net
  $ 214,459     $ 183,806  
     
     
 

      The recap of accumulated depreciation for the year ended December 31, 2001 and for the nine months ended September 30, 2002, is as follows:

                 
December 31, September 30,
2001 2002


Beginning balance
  $ 265,354     $ 332,345  
Depreciation expense
    76,465       39,706  
Disposals and retirements
    (9,474 )     (23,536 )
     
     
 
Ending balance
  $ 332,345     $ 348,515  
     
     
 

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Table of Contents

IMPSAT FIBER NETWORKS, INC. AND SUBSIDIARIES
(DEBTOR-IN-POSSESSION)
 
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

8.     SHORT-TERM DEBT

      As of December 31, 2001, several of the Company’s subsidiaries maintain short-term credit facilities with local banks, denominated in U.S. dollars with interest rates ranging from 14% to 21% and the amount outstanding under these credit facilities totaled approximately $8.3 million. As of September 30, 2002 these credit facilities were repaid and not renewed.

9.     LONG-TERM DEBT

      The Company’s long-term debt at December 31, 2001 and September 30, 2002, is detailed as follows:

                       
December 31, September 30,
2001 2002


Senior Notes:
               
 
12.125% Senior Guaranteed Notes due 2003
  $ 125,000          
 
13.75% Senior Notes due 2005
    300,000          
 
12.375% Senior Notes due 2008
    225,000          
Term notes, maturing from 2001 through 2005; collateralized by buildings and equipment, the assignment of customer contracts and investment; denominated in:
               
   
U.S. dollars (interest rates 5.81% — 12.66%)
    16,325     $ 11,904  
   
Local currency (interest rates 10.37% — 38.37%)
    21,904       21,454  
Eximbank notes (interest rates 3.88% — 10.09%), maturing semiannually through 2002 and 2004
    18,585       18,275  
Vendor financing (3% — 24.68%), maturing 2004 to 2008
    275,451       259,897  
     
     
 
     
Total long-term debt
    982,265       311,530  
Less: current portion including defaulted indebtedness
    (959,076 )     (282,292 )
     
     
 
Long-term debt, net
  $ 23,189     $ 29,238  
     
     
 

      The Senior Notes, the vendor financing and some of the term notes contain certain covenants requiring the Company to maintain certain financial ratios, limiting the incurrence of additional indebtedness and capital expenditures, and restricting the ability to pay dividends.

      The Company’s liquidity difficulties have led to non-compliance with certain covenant requirements and payment provisions under the Company’s Broadband Network Vendor Financing Agreements. On October 25, 2001, the Company obtained a waiver of covenant defaults and an extension from these lenders for scheduled principal and interest payments under the Broadband Network Vendor Financing Agreements totaling approximately $36.3 million that were due on that date. The waiver expired on November 25, 2001 and the Broadband Network Vendor Financing Agreements became due and payable, and the Company is in default, see Note 1. The Company did not make the semi-annual interest payments on the Senior Notes due 2003 (which were due on January 15, 2002 and July 15, 2002), on the Senior Notes due 2005 (which were due on February 15, 2002 and August 15, 2002), or on the Senior Notes due 2008 (which were due on December 15, 2001 and June 15, 2002). See Note 1. As a result of the Company’s default under the Broadband Network Vendor Financing Agreements, the defaulted amounts have been reclassified to current portion of long-term debts as of December 31, 2001 and September 30, 2002, respectively.

      During the second quarter of 2002, the Company extinguished certain of its vendor financing obligations prior to maturity and recorded a gain on early extinguishment of approximately $16.4 million.

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Table of Contents

IMPSAT FIBER NETWORKS, INC. AND SUBSIDIARIES
(DEBTOR-IN-POSSESSION)
 
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

10.     INCOME TAXES

      The composition of the (provision for) benefit from income taxes, all of which is for foreign taxes, for the three and nine months ended September 30, 2001 and 2002 is as follows:

                                   
Three Months Ended Nine Months Ended
September 30, September 30,


2001 2002 2001 2002




Current
  $ (435 )   $ (412 )   $ (1,042 )   $ (1,391 )
Deferred
    519       5       (25,361 )     (167 )
     
     
     
     
 
 
Total
  $ 84     $ (407 )   $ (26,403 )   $ (1,558 )
     
     
     
     
 

      The foreign statutory tax rates range from 15% to 35% depending on the particular country.

      As of September 30, 2002, the Company has recorded a valuation allowance to offset its entire net deferred tax asset.

11.     LIABILITIES SUBJECT TO COMPROMISE AND REORGANIZATION ITEMS

      Liabilities subject to compromise — This refers to liabilities incurred prior to the commencement of the Chapter 11 case. These liabilities consist primarily of amounts outstanding under the Company’s Senior Notes and also includes accounts payable, accrued interest and other accrued expenses. These amounts represent the Company’s estimate of known or potential claims to be resolved in connection with the Chapter 11 case. Such claims remain subject to future adjustments. Adjustments may result from (i) negotiations, (ii) actions of the Bankruptcy Court, (iii) further developments with respect to disputed claims, (iv) future rejection of additional executory contracts or unexpired leases, (v) the determination as to the value of any collateral securing claims, (vi) proof of claims or (vii) other events. Payment terms for these amounts, which are considered long-term liabilities at this time, will be established in connection with a plan of reorganization.

      The principal categories of claims classified as liabilities subject to compromise under reorganization proceedings are identified below:

           
Senior Notes:
       
 
12.125% Senior Guaranteed Notes due 2003
  $ 125,000  
 
13.75% Senior Notes due 2005
    300,000  
 
12.375% Senior Notes due 2008
    225,000  
Accrued Interest
    77,317  
Accounts payable
    205  
     
 
Total
  $ 727,522  
     
 

Contractual interest expense not accrued on prepetition debt totaled $28.3 million for the period that began as of June 11, 2002. the date of the Holding Company’s petition for relief under chapter 11 of the Bankruptcy Code, and ended September 30, 2002.

F-18


Table of Contents

IMPSAT FIBER NETWORKS, INC. AND SUBSIDIARIES
(DEBTOR-IN-POSSESSION)
 
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      Reorganization items — Reorganization items during the three and nine months period ended September 30, 2002 are comprised of the following:

                   
Three Months Nine Months
Ended Ended
September 30, 2002 September 30, 2002


Write-off of deferred financing costs
  $ 7,910     $ 7,910  
Professional fees
    1,387       7,079  
     
     
 
 
Total
  $ 9,297     $ 14,989  
     
     
 

12.     OPERATING SEGMENT INFORMATION

      The Company’s operating segment information, by subsidiary, is as follows for the three and nine months ended September 30, 2001 and 2002:

Three Months Ended September 30,

                                                           
All other
2002 Argentina Brazil Colombia Venezuela countries Eliminations Total








Net Revenues
                                                       
Data & value added services:
                                                       
 
Satellite
  $ 3,974     $ 2,355     $ 4,133     $ 5,512     $ 7,027     $ (1,619 )   $ 21,382  
 
Broad Band
    3,727       3,271       8,670       1,192       5,581       (3,332 )     19,109  
 
Value added services
    1,335       784       187       206       3,779       (2,881 )     3,410  
     
     
     
     
     
     
     
 
 
Subtotal
    9,036       6,410       12,990       6,910       16,387       (7,832 )     43,901  
     
     
     
     
     
     
     
 
Internet
    1,585       856       1,132       631       2,703       (574 )     6,333  
Telephony
    1,858                               1,688       (631 )     2,915  
Services to carriers
    906       633       63               241       (20 )     1,823  
Sales of equipment
    204       9       5       86       32               336  
     
     
     
     
     
     
     
 
Total net revenues
  $ 13,589     $ 7,908     $ 14,190     $ 7,627     $ 21,051     $ (9,057 )   $ 55,308  
     
     
     
     
     
     
     
 
Operating income (loss)
  $ (4,459 )   $ (949 )   $ 734     $ 1,595     $ (2,208 )           $ (5,287 )
     
     
     
     
     
             
 
Total assets
  $ 178,558     $ 106,938     $ 88,887     $ 55,352     $ 105,272             $ 535,007  
     
     
     
     
     
             
 

F-19


Table of Contents

IMPSAT FIBER NETWORKS, INC. AND SUBSIDIARIES
(DEBTOR-IN-POSSESSION)
 
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
                                                           
All other
2001 Argentina Brazil Colombia Venezuela countries Eliminations Total








Net Revenues
                                                       
Data & value added services:
                                                       
 
Satellite
  $ 13,041     $ 4,156     $ 5,275     $ 6,226     $ 8,115     $ (3,987 )   $ 32,826  
 
Broad Band
    7,981       2,909       9,058       903       3,360       (2,256 )     21,955  
 
Value added services
    2,008       51       170       401       4,007       (2,321 )     4,316  
     
     
     
     
     
     
     
 
 
Subtotal
    23,030       7,116       14,503       7,530       15,482       (8,564 )     59,097  
     
     
     
     
     
     
     
 
Internet
    4,884       2,428       976       524       3,907       (1,107 )     11,612  
Telephony
    2,418                               1,899       (911 )     3,406  
Services to carriers
    910       113                       794       (257 )     1,560  
Sales of equipment
    830               6       26       33               895  
     
     
     
     
     
     
     
 
Total net revenues from services and equipment
  $ 32,072     $ 9,657     $ 15,485     $ 8,080     $ 22,115     $ (10,839 )   $ 76,570  
     
     
     
     
     
     
     
 
Operating income (loss)
  $ (115,927 )   $ (33,340 )   $ (1,474 )   $ 674     $ (114,338 )           $ (264,405 )
     
     
     
     
     
             
 
Total assets
  $ 460,215     $ 157,657     $ 104,985     $ 59,679     $ 153,034             $ 935,570  
     
     
     
     
     
             
 

Nine Months Ended September 30,

                                                           
All other
2002 Argentina Brazil Colombia Venezuela countries Eliminations Total








Net Revenues
                                                       
Data & value added services:
                                                       
 
Satellite
  $ 12,939     $ 9,229     $ 13,155     $ 16,636     $ 23,020     $ (6,139 )   $ 68,840  
 
Broad Band
    11,498       11,697       26,933       3,428       15,601       (10,238 )     58,919  
 
Value added services
    3,914       2,392       547       1,015       11,431       (8,769 )     10,530  
     
     
     
     
     
     
     
 
 
Subtotal
    28,351       23,318       40,635       21,079       50,052       (25,146 )     138,289  
     
     
     
     
     
     
     
 
Internet
    5,284       3,366       3,379       1,896       10,003       (2,474 )     21,454  
Telephony
    7,282                               8,417       (4,465 )     11,234  
Services to carriers
    2,481       2,034       182               695       (69 )     5,323  
Sales of equipment
    308       9       14       210       221               762  
     
     
     
     
     
     
     
 
Total net revenues
  $ 43,706     $ 28,727     $ 44,210     $ 23,185     $ 69,388     $ (32,154 )   $ 177,062  
     
     
     
     
     
     
     
 
Operating income (loss)
  $ (22,445 )   $ (13,045 )   $ 1,935     $ 3,601     $ (3,682 )           $ (33,636 )
     
     
     
     
     
             
 
Total assets
  $ 178,558     $ 106,938     $ 88,887     $ 55,352     $ 105,272             $ 535,007  
     
     
     
     
     
             
 

F-20


Table of Contents

IMPSAT FIBER NETWORKS, INC. AND SUBSIDIARIES
(DEBTOR-IN-POSSESSION)
 
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
                                                           
All other
2001 Argentina Brazil Colombia Venezuela countries Eliminations Total








Net Revenues
                                                       
Data & value added services:
                                                       
 
Satellite
  $ 42,033     $ 11,419     $ 17,073     $ 18,758     $ 25,496     $ (9,785 )   $ 104,994  
 
Broad Band
    23,451       6,590       25,547       2,327       7,588       (4,806 )     60,697  
 
Value added services
    4,969       3,187       374       697       11,750       (8,482 )     12,495  
     
     
     
     
     
     
     
 
 
Subtotal
    70,453       21,196       42,994       21,782       44,834       (23,073 )     178,186  
     
     
     
     
     
     
     
 
Internet
    13,283       8,702       3,135       1,406       11,919       (3,992 )     34,453  
Telephony
    4,799                               3,134       (1,371 )     6,562  
Services to carriers
    2,587       941       99               3,093       (993 )     5,727  
Sales of equipment
    4,886       2,625       485       1,194       2,528               11,718  
     
     
     
     
     
     
     
 
Total net revenues from services and equipment
    96,008       33,464       46,713       24,382       65,508       (29,429 )     236,646  
     
     
     
     
     
     
     
 
Broadband network development revenues
            2,552                       4,645               7,197  
     
     
     
     
     
     
     
 
Total net revenues
  $ 96,008     $ 36,016     $ 46,713     $ 24,382     $ 70,153     $ (29,429 )   $ 243,843  
     
     
     
     
     
     
     
 
Operating income (loss)
  $ (144,984 )   $ (53,529 )   $ (1,120 )   $ 997     $ (121,065 )           $ (319,701 )
     
     
     
     
     
             
 
Total assets
  $ 460,215     $ 157,657     $ 104,985     $ 59,679     $ 153,034             $ 935,570  
     
     
     
     
     
             
 

13.     COMMITMENTS AND CONTINGENCIES

      Commitments — The Company leases satellite capacity with average annual rental commitments of approximately $25.4 million through the year 2006. In addition, the Company had committed to long-term contracts for the purchase of terrestrial links from third parties in Argentina, Colombia, and the United States for approximately $3.3 million per year through 2006. The Company has commitments to purchase communications and data center equipment amounting to approximately $2.3 million at September 30, 2002.

      The Company has commitments for additional IRU investments totaling approximately $63.9 million in the aggregate under its various IRU agreements. These commitments are not included in the condensed consolidated balance sheet as of September 30, 2002.

      360networks — During June 2001, the Company terminated a series of contracts which the Company had signed in the first quarter of 2001 with subsidiaries of 360americas networks (Bermuda) ltd., a subsidiary of 360networks, Inc., and certain other subsidiaries of 360networks, Inc. (collectively “360networks”), to construct and provide IRU dark fiber, capacity services and conduit to 360networks over the Company’s Broadband Network in Argentina and Brazil, as a result of the breach by 360americas of its payment obligations under those contracts, including the new Argentina-Brazil link that the Company has recently completed. Between March and May 2001, the Company made available segments of the IRU dark fiber and capacity services to 360networks for acceptance, but 360networks failed to make certain payments as required by the Company’s contract with them. 360networks also failed to make certain payments for collocation space in the Company’s telehouses in Sao Paulo and Rio de Janeiro, Brazil and Buenos Aires, Argentina, and the Company terminated those contracts as well. The Company has also terminated a contract with 360networks for collocation space in Caracas, Venezuela, also for payment default by 360networks.

      The Company has commenced arbitration and litigation proceedings against 360networks for damages under the terminated contracts for the provision of IRU dark fiber and capacity services, as contemplated by

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Table of Contents

IMPSAT FIBER NETWORKS, INC. AND SUBSIDIARIES
(DEBTOR-IN-POSSESSION)
 
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

the relevant agreements. 360americas and the other subsidiaries with which the Company had contracted were not included in the series of bankruptcy and insolvency filings made in the United State and Canada by their parent, 360 networks, Inc. and certain of its other affiliates. 360networks, Inc. has announced that it intends to seek a buyer for its South American undersea fiber optic cable system, which is owned by 360americas. The Company intends to aggressively pursue its remedies against 360networks, including its claim for damages due under the terminated contracts, but is unable to predict whether the Company will prevail in any such proceedings and, if so, whether 360networks would be able to pay any arbitration or litigation award that might be entered in favor of the Company.

      During the pendency of the arbitration and litigation proceedings, the Company will continue to include as deferred revenues on its condensed consolidated balance sheet the amount received from 360networks as down payments under the terminated contracts, after deducting amounts that were due and payable at the time of the termination of the contracts. As of September 30, 2002, the balance of such deferred revenue was $22.6 million.

      IPO Allocations Class Action — On November 1, 2001, a lawsuit was filed in the United States District Court for the Southern District of New York against the Company, certain of the Company’s current officers and directors, and the underwriters to the Company’s initial public offering. This lawsuit alleges on behalf of a proposed class of all shareholders that the Company and its underwriters violated various provisions of the securities laws in connection with the IPO in February 2000. The plaintiff has proposed a putative class from the date of the IPO to December 6, 2000. In August 2001, the court ordered that this suit be coordinated for all pre-trial purposes in a proceeding styled In re Initial Public Offering Securities Litigation, 21 MC 92, an intra-district proceeding involving approximately 900 lawsuits concerning the initial public offerings of approximately 310 companies and 48 underwriters. The complaint does not seek a specified amount of damages. The Company’s management believes that the Company has meritorious defenses to the allegations in the complaints and intends to defend the litigation vigorously. However, due to the early stages of this action, the Company cannot conclude as to the possible outcome. The Company has certain insurance policies with respect to such claims and has filed a claim with its carriers regarding this matter.

      Other Litigation — The Company is involved in or subject to various litigation and legal proceedings incidental to the normal conduct of its business. Whenever justified, the Company expects to vigorously prosecute or defend such claims, although there can be no assurance that the Company will ultimately prevail with respect to any such matters.

      In November 1996, IMPSAT Argentina filed suit against a former customer, ENCOTESA, for amounts due and arising under IMPSAT Argentina’s contracts with ENCOTESA, the Argentine national postal service for $7.3 million. The ultimate collectibility of this matter continues to be negotiated for settlement; however, the Company has valued this receivable at a net realizable value of zero.

F-22


Table of Contents

IMPSAT S.A.

CONDENSED BALANCE SHEETS

(In thousands of U.S. Dollars)
(Unaudited)
                     
December 31, September 30,
2001 2002


ASSETS
CURRENT ASSETS:
               
 
Cash and cash equivalents
  $ 3,979     $ 5,628  
 
Trade accounts receivable, net
    33,924       17,874  
 
Receivable from affiliated companies
    17,715       16,884  
 
Other receivables
    22,155       4,600  
 
Prepaid expenses
    1,730       1,043  
     
     
 
   
Total current assets
    79,503       46,029  
     
     
 
BROADBAND NETWORK, Net
    105,995       96,977  
     
     
 
PROPERTY, PLANT AND EQUIPMENT, Net
    40,149       28,694  
     
     
 
NON-CURRENT ASSETS:
               
 
Investments in common stock
    2,429       1,538  
 
Other non-current assets
    7,395       5,320  
     
     
 
   
Total non-current assets
    9,824       6,858  
     
     
 
TOTAL
  $ 235,471     $ 178,558  
     
     
 
LIABILITIES AND STOCKHOLDER’S DEFICIENCY
CURRENT LIABILITIES:
               
 
Accounts payable — trade
  $ 59,535     $ 66,243  
 
Advances from affiliated companies
    2,448       5,852  
 
Current portion of long-term debt
    162,390       148,215  
 
Accrued and other liabilities
    15,422       25,398  
     
     
 
   
Total current liabilities
    239,795       245,708  
     
     
 
LONG-TERM DEBT, Net
    3,183       85  
     
     
 
DEFERRED REVENUES
    52,653       50,870  
     
     
 
COMMITMENTS AND CONTINGENCIES (Note 10)
               
STOCKHOLDER’S DEFICIENCY:
               
 
Common Stock, $0.01 par value 73,775 shares issued and outstanding at December 31, 2001 and September 30, 2002
    4       4  
 
Paid in capital
    331,179       331,179  
 
Accumulated deficit
    (391,024 )     (448,372 )
 
Accumulated other comprehensive loss
    (319 )     (916 )
     
     
 
   
Total stockholder’s deficiency
    (60,160 )     (118,105 )
     
     
 
TOTAL
  $ 235,471     $ 178,558  
     
     
 

See notes to condensed financial statements.

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Table of Contents

IMPSAT S.A.

CONDENSED STATEMENTS OF OPERATIONS

(In thousands of U.S. Dollars)
(Unaudited)
                                         
Three Months Ended Nine Months Ended
September 30, September 30,


2001 2002 2001 2002




NET REVENUES:
                               
 
Data and value added services
  $ 23,030     $ 9,036     $ 70,453     $ 28,351  
 
Internet
    4,884       1,585       13,283       5,284  
 
Telephony
    2,418       1,858       4,799       7,282  
 
Services to carriers
    910       906       2,587       2,481  
 
Sales of equipment
    830       204       4,886       308  
     
     
     
     
 
     
Total net revenues
    32,072       13,589       96,008       43,706  
     
     
     
     
 
COSTS AND EXPENSES:
                               
 
Direct costs:
                               
   
Contracted services
    5,028       1,209       13,568       4,526  
   
Other direct costs
    4,912       3,270       13,122       9,401  
   
Leased capacity
    9,802       4,860       27,752       18,538  
   
Cost of equipment sold
    723       35       4,138       116  
     
     
     
     
 
       
Total direct costs
    20,465       9,374       58,580       32,581  
     
     
     
     
 
 
Salaries and wages
    9,581       1,983       27,722       6,805  
 
Selling, general and administrative
    4,641       1,456       15,579       5,394  
 
Depreciation and amortization
    14,982       5,237       40,781       21,371  
 
Provision for asset impairment
    98,330               98,330          
     
     
     
     
 
       
Total costs and expenses
    147,999       18,050       240,992       66,151  
     
     
     
     
 
Operating loss
    (115,927 )     (4,459 )     (144,984 )     (22,445 )
     
     
     
     
 
OTHER INCOME (EXPENSES):
                               
 
Interest income and investment gains
    595       168       1,349       755  
 
Interest expense
    (5,936 )     (5,740 )     (17,386 )     (23,982 )
 
Net loss on foreign exchange
    (587 )     1,061       (593 )     (11,708 )
 
Other income (loss), net
    285       (35 )     295       32  
     
     
     
     
 
       
Total other expenses, net
    (5,643 )     (4,546 )     (16,335 )     (34,903 )
     
     
     
     
 
LOSS BEFORE INCOME TAXES
    (121,570 )     (9,005 )     (161,319 )     (57,348 )
PROVISION FOR INCOME TAXES
                    (8,667 )        
     
     
     
     
 
NET LOSS
  $ (121,570 )   $ (9,005 )   $ (169,986 )   $ (57,348 )
     
     
     
     
 

See notes to condensed financial statements.

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IMPSAT S.A.

CONDENSED STATEMENTS OF COMPREHENSIVE LOSS

(In thousands of U.S. Dollars)
(Unaudited)
                                   
Three Months Ended Nine Months Ended
September 30, September 30,


2001 2002 2001 2002




NET LOSS
  $ (121,570 )   $ (9,005 )   $ (169,986 )   $ (57,348 )
OTHER COMPREHENSIVE LOSS:
                               
 
Change in unrealized loss on investment available for sale
    (1 )     (186 )     (820 )     (597 )
     
     
     
     
 
 
TOTAL
    (1 )     (186 )     (820 )     (597 )
     
     
     
     
 
COMPREHENSIVE LOSS
  $ (121,571 )   $ (9,191 )   $ (170,806 )   $ (57,945 )
     
     
     
     
 

See notes to condensed financial statements.

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IMPSAT S.A.

CONDENSED STATEMENT OF STOCKHOLDERS’ DEFICIENCY

(In thousands of U.S. Dollars)
(Unaudited)
                                           
Accumulated
Other
Common Paid in Accumulated Comprehensive
Stock Capital Deficit (Loss) Total





BALANCE AT DECEMBER 31, 2001.
  $ 4     $ 331,179     $ (391,024 )   $ (319 )   $ (60,160 )
 
Change in unrealized loss on investment available for sale
                            (597 )     (597 )
 
Net loss for the period
                    (57,348 )             (57,348 )
     
     
     
     
     
 
BALANCE AT SEPTEMBER 30, 2002
  $ 4     $ 331,179     $ (448,372 )   $ (916 )   $ (118,105 )
     
     
     
     
     
 

See notes to condensed financial statements.

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IMPSAT S.A.

CONDENSED STATEMENTS OF CASH FLOWS

(In thousands of U.S. Dollars)
(Unaudited)
                         
Nine Months Ended
September 30,

2001 2002


CASH FLOWS FROM OPERATING ACTIVITIES:
               
 
Net loss
  $ (169,986 )   $ (57,348 )
 
Adjustments to reconcile net loss to net cash provided by (used in) operating activities, net of acquisition:
               
   
Amortization and depreciation
    40,781       21,371  
   
Provision for asset impairment
    98,330          
   
Provision for doubtful accounts
    5,177       5,896  
   
Deferred income tax provision
    8,667          
   
Changes in assets and liabilities:
               
     
(Increase) decrease in trade accounts receivable
    (9,328 )     10,154  
     
(Increase) decrease in prepaid expenses
    (356 )     687  
     
(Increase) decrease in other receivables and other non-current assets
    (8,970 )     19,631  
     
Increase (decrease) in accounts payable — trade
    28,155       (8,956 )
     
Increase (decrease) in deferred revenues
    17,651       (1,783 )
     
Increase in accrued and other liabilities
    3,155       9,975  
     
     
 
       
Net cash provided by (used in) operating activities
    13,276       (373 )
     
     
 
CASH FLOWS FROM INVESTING ACTIVITIES:
               
 
Purchases of broadband network, net of disposals
    (51,780 )     (453 )
 
Purchases of property, plant and equipment, net of disposals
    (25,711 )     (446 )
 
(Increase) decrease in other investment
    (391 )     295  
     
     
 
       
Net cash used in investing activities
    (77,882 )     (604 )
     
     
 
CASH FLOWS FROM FINANCING ACTIVITIES:
               
 
Net borrowings from short-term debt
    (8,860 )        
 
Changes in advances to/from affiliates
    (10,268 )     4,235  
 
Repayments of long-term debt
    (1,077 )     (1,609 )
 
Shareholder’s capital contribution
    80,854          
     
     
 
       
Net cash provided by financing activities
    60,649       2,626  
     
     
 
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS
    (3,957 )     1,649  
CASH AND CASH EQUIVALENTS AT BEGINNING OF THE PERIOD
    12,051       3,979  
     
     
 
CASH AND CASH EQUIVALENTS AT END OF THE PERIOD
  $ 8,094     $ 5,628  
     
     
 
SUPPLEMENTAL CASH FLOW INFORMATION:
               
 
Interest paid
  $ 8,912     $ 2,149  
     
     
 
 
Income taxes paid
          $ 793  
             
 
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
               
 
Change to unrealized loss on investment available for sale
  $ (820 )   $ (597 )
     
     
 
 
Broadband Network Vendor financing
  $ 20,597          
     
         

See notes to condensed financial statements.

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Table of Contents

IMPSAT S.A.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

(Tables in thousands of U.S. dollars)

1.     GENERAL

      IMPSAT S.A. (the “Company”) is a leading integrated provider of broadband Internet, data and voice services in Argentina. The Company offers integrated telecommunications solutions, with an emphasis on end-to-end broadband data transmission, for national and multinational companies, financial institutions, governmental agencies and other business customers in Argentina. It provides its services through its advanced telecommunications networks comprised of owned teleports, earth stations, fiber optic and microwave links and leased satellite capacity. As of September 30, 2002, the Company is a 100% owned subsidiary of IMPSAT Fiber Networks, Inc. (the “Parent Company”).

      Financial Restructuring — On March 11, 2002, the Parent Company, which has been advised by Houlihan Lokey Howard & Zukin Capital, concluded negotiations with an ad hoc committee representing certain creditors under the Parent Company’s Broadband Network Vendor Financing Agreements and certain holders of its $125.0 million 12.125% Senior Guaranteed Notes due 2003, $300.0 million 13.75% Senior Notes due 2005 and $225.0 million 12.375% Senior Notes due 2008 of a non-binding term sheet agreement in principle (the “Restructuring Term Sheet”) relating to the terms of a proposed restructuring of these long-term obligations, as part of a comprehensive financial restructuring of the Parent Company and the Company. The Restructuring Term Sheet, contemplates the following principal components of the proposed restructuring plan:

  •  all of the shares of the Parent Company’s existing common stock, options granted under the Parent Company’s stock option plans, and any other Parent Company equity interests would be cancelled, retired and eliminated with no consideration paid therefor, and the Parent Company would issue “new common stock” in accordance with the proposed restructuring plan;
 
  •  creditors under the Broadband Network Vendor Financing Agreements would receive

  —  $140.7 million senior secured debt issued by the Company and IMPSAT Brazil and guaranteed by the Parent Company;
 
  —  $22.5 million of new senior convertible notes guaranteed by the Company and initially convertible into 5% of the Parent Company’s new common stock on a fully-diluted basis; and
 
  —  warrants to acquire up to 15% of the Parent Company’s new common stock on a fully-diluted basis.

  •  holders of the Notes due 2003 would receive $67.5 million of new senior convertible notes of the Parent Company guaranteed by the Company and initially convertible into 23% of the Parent Company’s new common stock on a fully-diluted basis
 
  •  holders of the Notes due 2005 and the Notes due 2008 would exchange those securities for 98% of the Parent Company’s new common stock, subject to certain dilutive events
 
  •  the Parent Company’s guarantees of certain indebtedness owed by the operating subsidiaries to certain of their respective creditors will either be restructured in exchange for new senior convertible notes and warrants consistent with and proportionate to the restructuring treatment of analogous indebtedness under the Broadband Network Vendor Financing Agreements, or canceled in exchange for equity in the Parent Company
 
  •  no distribution to the existing stockholders of the Parent Company
 
  •  management would receive 2% of the Parent Company’s new common stock plus stock options representing 8% of the Parent Company’s new common stock.

      The Restructuring Term Sheet provided that completion of the proposed restructuring plan would be subject to certain conditions in the event the Parent Company files its plan with the Bankruptcy Court,

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IMPSAT S.A.
 
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS — (Continued)
(Tables in thousands of U.S. dollars)

including the plan’s acceptance by affected classes of the Parent Company’s securities holders in accordance with the United States Bankruptcy Code (the “Bankruptcy Code”).

      Petition for Relief Under Chapter 11 — On June 11, 2002, the Parent Company filed a voluntary petition for relief under Chapter 11 of the federal bankruptcy laws in the United States Bankruptcy Court for the Southern District of New York. Under Chapter 11, certain claims against the Parent Company in existence prior to the filing of the petition for relief under the federal bankruptcy laws are stayed while the Parent Company continues business operations as debtor-in-possession.

      On September 4, 2002, the Parent Company filed a Disclosure Statement (the “Disclosure Statement”) and a Plan of Reorganization (the “Plan”) with the Bankruptcy Court. The Plan reflects the terms of the pre-arranged plan of reorganization that holders of a majority of our indebtedness under the Company’s Vendor Financing Agreements and Parent Company’s Senior Notes agreed to support pursuant to certain binding lock-up agreements they signed with the Parent Company prior to the Petition Date. The Plan, if approved, would restructure the Parent Company’s indebtedness in the manner described above under the caption, “Financial Restructuring.”

      On or around November 1, 2002, the Plan and Disclosure Statement were mailed to the impaired creditors and other interests who are entitled to vote on confirmation of the Plan. Notice of the Plan was also mailed to the Parent Company’s equity holders, but because they will receive nothing on account of their claims under the Plan, the votes of the equity holder class were not solicited. December 3, 2002 has been established as the deadline for the receipt of votes to accept or reject the Plan. The Bankruptcy Court has scheduled a hearing for December 11, 2002 to consider confirmation of the Plan. At the confirmation hearing, the Bankruptcy Court will determine whether sufficient acceptances have been received to confirm the Plan or, if not, whether it is nevertheless confirmable under applicable bankruptcy law. Assuming the Bankruptcy Court approves the Plan, the Parent Company currently expects the Plan to become effective and the Company’s Chapter 11 restructuring proceeding to be completed prior to December 31, 2002. No assurance can be given, however, that the Bankruptcy Court will confirm the Plan or, if confirmed, that the Plan will be consummated in the manner that the Parent Company anticipates or at all.

      Going Concern Matters — The Company’s history of losses, negative working capital, stockholder’s deficit and the Parent Company’s Chapter 11 proceedings raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments relating to recoverability and classification of recorded asset amounts or the amount and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The ability of the Company to continue as a going concern and to appropriately use the going concern basis is dependent upon, among other things, (i) the Company’s ability to revise and implement its business plan, (ii) confirmation of the Parent Company’s reorganization plan under the Bankruptcy Code, (iii) the Parent Company’s and the Company’s ability to achieve profitable operations after such confirmation, and (iv) the Company’s ability to generate sufficient cash from operations to meet its obligations. The financial statements do not give effect to any adjustment to the carrying value of assets or amounts and classifications of liabilities that might result from the uncertainties described above.

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      Interim Financial Information — The unaudited condensed financial statements as of September 30, 2002 and for the three and nine months ended September 30, 2001 and 2002 have been prepared on the same basis as the audited financial statements. In the opinion of management, such unaudited financial statements include all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the results for such period. The operating results for the three and nine months ended September 30, 2001 and

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Table of Contents

IMPSAT S.A.
 
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS — (Continued)
(Tables in thousands of U.S. dollars)

2002 are not necessarily indicative of the operating results to be expected for the full fiscal year or for any future period.

      Use of Estimates — The preparation of condensed financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported amounts of revenues and expenses during the reporting period. Significant assumptions and estimates were used in determining the carrying value of the Company’s telecommunications infrastructure and collectibility of receivables. Actual results could differ from those estimates.

      Market Risk — The Company’s financial performance may be affected by inflation, exchange rates and controls, price controls, interest rates, changes in governmental economic policy, taxation and political, economic or other developments in or affecting the country in which the Company operates. The Company has not entered into derivative transactions to hedge against potential foreign exchange or interest rate risks.

      Currency Risks — In early January 2002, as Argentina’s ongoing political and financial crisis deepened, the country defaulted on its massive foreign debt and the government of President Eduardo Duhalde, who entered office on January 1, 2002, 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 at 1.65 pesos to the U.S. dollar and has been volatile since. At September 30, 2002, the Argentine peso traded at pesos 3,75 to the U.S. dollar. The devaluation of the Argentine peso will generally affect the Company’s condensed financial statements by generating foreign exchange gains or losses on peso-denominated monetary liabilities and assets of the Company and will generally result in a decrease, in U.S. dollar terms, in the Company’s revenues, costs and expenses in Argentina.

      During December 2001, the Argentine government instituted a system for the freezing of the deposits in its financial system. In February 2002, these measures led to, among other things, 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 the “coeficiente de estabilizacion de referencia” (“CER”), as published by the Argentine central bank based on the Argentine consumer price index. Under the “pesification” decree, after the foreign currency denominated contracts are converted to pesos (at the one peso to one U.S. dollar), the contracts may be privately renegotiated by the parties back into foreign currency denominated terms. Under the “pesification” decree, if a contract governed by Argentine law is entered into after the decree’s enactment, that contract may be denominated in either U.S. dollars or pesos. However, if the parties choose to denominate the new contract in pesos, payments under that contract are not entitled to be adjusted according to the CER or any other consumer price index. Contracts denominated in pesos before the decree continue to be denominated in pesos, unaffected by the decree. Finally, the decree provides that if the value of the goods sold or services rendered is higher or lesser than the price payable after the mandatory “pesification”, either party may request an “equitable adjustment” of such price. If the parties do not agree on the “equitable adjustment,” the dispute is to be settled by the courts, which will attempt to preserve the contractual agreement between the parties. The devaluation and the “pesification” of agreements of the Company governed by Argentine law may have adverse, unknown and unforeseeable effects on the Company.

      Since the “pesification” decree, the Company’s customer contracts and operating cash inflows are now predominantly denominated in pesos. Moreover, the Company’s debt service payments and a significant portion of its costs (including capital equipment purchases and payments for certain leased telecommunication capacity) are denominated in U.S. dollars. Accordingly, the Company’s financial condition and results of operations in Argentina are dependent upon the Company’s ability to generate sufficient pesos (in U.S. dollar

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IMPSAT S.A.
 
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS — (Continued)
(Tables in thousands of U.S. dollars)

terms) to pay its costs, expenses and to satisfy its debt service requirements. Because of the recent nature of these events and the significant uncertainties regarding the extent and duration of the devaluation and the direction of the fiscal policies in Argentina, management cannot presently determine or reasonably estimate the impact a continued economic crisis in that country could possibly have on the Company’s and the Company’s overall 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 the Company receives for services offered in Argentina; (ii) the timing of repatriations of any dividends or other cash flows from the Company to the Parent Company, in the United States; (iii) the Company’s asset valuations; and (iv) the Company’s pesos-denominated monetary assets and liabilities.

      Cash and Cash Equivalents — Cash and cash equivalents are highly liquid investments, including short-term investments and time deposits with maturities of three months or less at the time of purchase. Cash equivalents and short-term investments are stated at cost, which approximates fair value.

      Revenue Recognition — Revenues from data, value added, telephony and Internet services are recognized monthly as the services are provided. Equipment sales are recorded upon delivery to and acceptance by the customer. In addition, the Company has entered into, and may enter into in the future, agreements with carriers granting indefeasible rights of use (“IRU”) and access to portions of the Company’s broadband network capacity and infrastructure. Pursuant to these agreements, the Company will receive fixed advance payments for the IRU and will recognize the revenue from the IRU ratably over the life of the IRU. Amounts received in advance are recorded as deferred revenue in the accompanying balance sheets. The Securities and Exchange Commission (the “SEC”) issued Staff Accounting Bulletin (“SAB”) No. 101, Revenue Recognition in Condensed Financial Statements. SAB No. 101 summarizes the SEC’s views on the application of generally accepted accounting principles to revenue recognition. The Company has reviewed SAB No. 101 and believes that it is in compliance with the SEC’s interpretation of revenue recognition.

      No single customer accounted for greater than 10% of total revenues from services for the nine months ended September 30, 2001 and 2002.

      Non-Monetary Transactions — The Company may exchange capacity on its Broadband Network for capacity from other carriers through the exchange of IRUs. These transactions are accounted for in accordance with Accounting Principles Board Opinion No. 29, Accounting for Nonmonetary Transactions, where an exchange of similar IRUs is recorded at a historical carryover basis with no revenue or any gain or loss being recorded.

      Broadband Network — The Broadband Network was finished during the fourth quarter of 2000. These assets are recorded at cost and depreciated using the straight-line method over the following estimated useful lives. In addition, the Company during 2000 acquired IRUs from other entities for its own purposes. Such IRU investments are capitalized and amortized over their estimated useful lives, not to exceed 15 years. The acquired IRUs have a 25-year term. In those cases where the right of use has been acquired for a longer period of time (25 years), management believes that, due to anticipated advances in technology, the Company’s IRUs are not likely to be productive assets beyond 15 years.

         
Network Infrastructure
    10–15 years  
IRU investment
    15 years  
Equipment and materials
    10 years  

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Table of Contents

IMPSAT S.A.
 
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS — (Continued)
(Tables in thousands of U.S. dollars)

      Property, Plant and Equipment Costs — Property, plant and equipment are recorded at cost and depreciated using the straight-line method over the following estimated useful lives:

         
Building and improvement
    10–25 years  
Operating communications equipment
    5–10 years  
Furniture, fixtures and other equipment
    2–10 years  

      The operating communications equipment owned by the Company is subject to rapid technological obsolescence; therefore, it is reasonably possible that the equipment’s estimated useful lives could change in the near future.

      Investments — Investments covered under the scope of Statement of Financial Accounting Standards (“SFAS”) No. 115, Accounting for Certain Investments in Debt and Equity Securities, are classified by the Company as “available for sale” and are carried at fair value. Unrealized gains or losses, net of tax, for available for sale investments are included in accumulated other comprehensive loss within stockholders’ equity. All other investments are carried at cost.

      Long-Lived Assets — Long-lived assets are reviewed on an ongoing basis for impairment based on a comparison of carrying values to the related undiscounted future cash flows. If the carrying amounts exceed such cash flows, identifying a possible impairment, the assets’ carrying amount is adjusted to fair value.

      During the three month period ended September 30, 2001, in connection with the Company’s ongoing review of its business plan, cash flow and liquidity position, and the economic environment in Latin America, the Company determined that its long-lived assets primarily related to its telecommunication infrastructure were likely impaired. The Company calculated the present value of its expected cash flows of its operating subsidiaries to determine the fair value of its telecommunication infrastructure. Accordingly, in the three month period ended September 30, 2001, the Company recorded a non-cash impairment charge of $98.3 million. The Company recorded this impairment charge based on internal estimates of fair value, other indicators and not on an independent valuations of its telecommunication infrastructure

      During the three and nine month periods ended September 30, 2002, no impairments were recorded.

      Income Taxes — Deferred income taxes result from temporary differences in the recognition of expenses for tax and financial reporting purposes and are accounted for in accordance with Statements of Financial Accounting Standards (“SFAS”) No. 109, Accounting for Income Taxes, which requires the liability method of computing deferred income taxes. Under the liability method, deferred taxes are adjusted for tax rate changes as they occur.

      Foreign Currencies Translation — The translation of these condensed financial statements into U.S. dollars has been made following the guidelines of SFAS No. 52, Foreign Currency Translation. Major operations of IMPSAT S.A. are stated in U.S. dollars. Accordingly, the U.S. dollar has been designated as the functional currency. Local currencies denominated transactions are remeasured into the functional currency. Accordingly, fixed assets and stockholders equity (deficiency) accounts have been translated into U.S. dollars taking into account the exchange rate prevailing at each transaction date. Monetary assets and liabilities are translated using the year-end exchange rate. Profit and loss accounts were translated using average exchange rates for the periods in which they were accrued, except for the consumption of non-monetary assets for which their respective dollar translated costs were considered.

      New Accounting Pronouncements — The Financial Accounting Standards Board (“FASB”) has issued Statement of Financial Accounting Standards No. 143, Accounting for Asset Retirement Obligations, which addresses financial accounting and reporting for legal obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. SFAS No. 143 is effective for fiscal years beginning

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Table of Contents

IMPSAT S.A.
 
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS — (Continued)
(Tables in thousands of U.S. dollars)

after June 15, 2002, with early adoption encouraged. The Company does not expect the adoption of SFAS No. 143 to have a material effect on its unaudited condensed financial statements or disclosures.

      In August 2001, the FASB issued SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, which addresses financial accounting and reporting for the impairment or disposal of long-lived assets. SFAS No. 143 is effective for fiscal years beginning after December 15, 2001 and interim years within those fiscal years, with early adoption encouraged. The provisions of SFAS No. 144 generally are to be applied prospectively. The adoption of SFAS No. 144 did not have a material effect on the Company’s unaudited condensed financial statements or disclosures.

      In April 2002, the FASB issued SFAS No. 145, Rescission of the FASB Statements No. 44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections. SFAS No. 145 eliminates the requirement to classify gains and losses from the extinguishment of indebtedness as extraordinary, requires certain lease modifications to be treated the same as a sale-leaseback transaction, and makes other non-substantive technical corrections to existing pronouncements. SFAS No. 145 is effective for fiscal years beginning after May 15, 2002, with earlier adoption encouraged. The Company does not expect the adoption of SFAS 145 to have a material effect on its financial statements.

      In July 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities. SFAS No. 146 requires companies to recognize costs associated with exit or disposal activities when they are incurred rather than at the date of a commitment to an exit or disposal plan. Examples of costs covered by the standard include lease termination costs and certain employee severance costs that are associated with a restructuring, discontinued operations, plant closing, or other exit or disposal activities. SFAS No. 146 is effective prospectively for exit or disposal activities initiated after December 31, 2002, with earlier adoption encouraged. As the provisions of SFAS No. 146 are required to be applied prospectively after the adoption date, the Company cannot determine the potential effects that adoption of SFAS No. 146 will have on its financial statements.

      Reclassifications — Certain amounts in the 2001 condensed financial statements have been reclassified to conform with the 2002 presentation.

3.     TRADE ACCOUNTS RECEIVABLE

      Trade accounts receivable at December 31, 2001 and September 30, 2002 are summarized as follows:

                 
December 31, September 30,
2001 2002


Trade accounts receivable
  $ 51,037     $ 29,083  
Less: allowance for doubtful accounts
    (17,113 )     (11,209 )
     
     
 
Trade accounts receivable, net
  $ 33,924     $ 17,874  
     
     
 

      The Company provides trade credit to their customers in the normal course of business. Prior to extending credit, the customers’ financial histories are analyzed.

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IMPSAT S.A.
 
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS — (Continued)
(Tables in thousands of U.S. dollars)

      The activity for the allowance for doubtful accounts for the year ended December 31, 2001 and for the nine months ended September 30, 2002 is as follows:

                 
December 31, September 30,
2001 2002


Beginning balance
  $ 16,436     $ 17,113  
Provision for doubtful accounts
    15,590       5,896  
Write-offs, net of recoveries
    (7,099 )     (1,984 )
Effect of exchange rate change
    (7,814 )     (9,816 )
     
     
 
Ending balance
  $ 17,113     $ 11,209  
     
     
 

4.     OTHER RECEIVABLES

      Other receivables consist primarily of refunds or credits pending from local governments for taxes other than income, advances to suppliers other than for fixed assets, and other miscellaneous amounts due to the Company.

5.     BROADBAND NETWORK AND AGREEMENTS

      Broadband network and related equipment at December 31, 2001 and September 30, 2002 consists of:

                   
December 31, September 30,
2001 2002


Network infrastructure
  $ 76,693     $ 76,956  
Equipment and materials
    90,222       92,366  
IRU investments
    2,616       2,616  
     
     
 
 
Total
    169,531       171,938  
Less: accumulated depreciation
    (63,536 )     (74,961 )
     
     
 
 
Total
  $ 105,995     $ 96,977  
     
     
 

      The recap of accumulated depreciation for the year ended December 31, 2001 and for the nine months ended September 30, 2002 is as follows:

                 
December 31, September 30,
2001 2002


Beginning balance
  $ 42,084     $ 63,536  
Depreciation expense
    23,673       12,731  
Disposals and retirements
    (2,221 )     (1,306 )
     
     
 
Ending balance
  $ 63,536     $ 74,961  
     
     
 

      Nortel Networks Agreements — On September 6, 1999, the Company executed a turnkey agreement with Nortel Networks Inc. (“Nortel”) relating to Nortel’s design and construction of segments of the Broadband Network in Argentina for approximately $133.1 million.

      On October 25, 1999, the Company signed a definitive agreement with an affiliate of Nortel Networks to borrow an aggregate of up to approximately $149.1 million of long term vendor financing. The financing, which has a final maturity in 2006, was used to finance Nortel’s construction of the segments of the Broadband Network and the purchase of additional equipment to be used by the Company in connection with the operation of the Broadband Network. The Parent Company has agreed to guarantee the obligations of the Company under the Nortel financing agreement. At September 30, 2002, a total of $120.3 million was outstanding under the Nortel Financing Agreement (see Note 8).

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IMPSAT S.A.
 
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS — (Continued)
(Tables in thousands of U.S. dollars)

      Additionally, the Company has obtained additional vendor financing from Ericsson, Tellabs OY, DMC, Harris Canada, Inc. and Clarent Financial Services Ltd. for the acquisition of fiber optic cable and other telecommunications equipment for the Broadband Network for an aggregate of up to approximately $13.7 million.

      Global Crossing — During the year ended December 31, 2000 the Company completed and delivered to Global Crossing the portion of the Trans-Andean Crossing System connecting Las Toninas, Argentina and Santiago, Chile.

      As part of its arrangements with Global Crossing, the Parent Company or its affiliates have agreed to purchase from Global Crossing indefeasible rights of use of capacity valued at not less than $46 million on any of Global Crossing’s fiber optic cable networks worldwide. These rights enable the Parent Company to interconnect the Parent Company’s networks in Argentina and Brazil and give the Parent Company global international access. The Parent Company had purchased approximately $9.7 million under this agreement as of December 31, 2001 and has not purchased any amount during the nine months ended September 30, 2002, respectively.

      IRU Agreements — The Company has entered into several agreements granting IRUs of up to 25 years to the Company’s broadband network, including network maintenance services and telehousing space. The Company has received advance payments related to these agreements. These advance payments are recorded as deferred revenue in the accompanying condensed balance sheet. During the three and nine months period ended September 30, 2002, the Company recognized approximately $0.6 million and $1.8 million, respectively, from these agreements, which are reflected as services to carriers in the accompanying condensed statement of operations.

6.     PROPERTY, PLANT AND EQUIPMENT

      Property, plant and equipment at December 31, 2001 and September 30, 2002 consists of:

                   
December 31, September 30,
2001 2002


Land
  $ 3,106     $ 3,106  
Building and improvements
    30,909       30,424  
Operating communications equipment
    142,318       133,439  
Furniture, fixtures and other equipment
    17,629       19,897  
     
     
 
 
Total
    193,962       186,866  
Less: accumulated depreciation
    (158,278 )     (160,235 )
     
     
 
 
Total
    35,684       26,631  
Equipment in transit
    3,047       2,063  
Works in process
    1,418          
     
     
 
Property, plant and equipment, net
  $ 40,149     $ 28,694  
     
     
 

      The recap of accumulated depreciation for the year ended December 31,2001 and for the nine months ended September 30,2002, is as follows:

                 
December 31, September 30,
2001 2002


Beginning balance
  $ 131,378     $ 158,278  
Depreciation expense
    31,717       8,640  
Disposals and retirements
    (4,817 )     (6,683 )
     
     
 
Ending balance
  $ 158,278     $ 160,235  
     
     
 

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IMPSAT S.A.
 
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS — (Continued)
(Tables in thousands of U.S. dollars)

7.     INVESTMENTS

      The Company’s investments at December 31, 2001 and September 30, 2002 consist of:

                 
December 31, September 30,
2001 2002


Investment in common stock, at fair value — New Skies Satellites N.V ($2,748 cost at December 31, 2001 and $2,455 cost at September 30, 2002)
  $ 2,429     $ 1,538  
     
     
 

      The Company’s investment in common stock is subject to equity price risk. The Company has not taken any actions to hedge this market risk exposure.

8.     LONG-TERM DEBT

      The Company’s long-term debt at December 31, 2001 and September 30, 2002 is detailed as follows:

                   
December 31, September 30,
2001 2002


Term notes payable, maturing from 2001 through 2004, collateralized by certain assets; denominated in U.S. dollars:
  $ 2,590     $ 782  
Eximbank notes payable (6.27% – 10.09%), maturing semiannually through 200l and 2004.
    13,513       13,513  
Vendor financing (5.21% – 24.68%), due 2006.
    149,470       134,005  
     
     
 
 
Total long-term debt
    165,573       148,300  
Less: current portion, including defaulted indebtedness
    (162,390 )     (148,215 )
     
     
 
Long-term debt, net
  $ 3,183       85  
     
     
 

      The vendor financing and some of the term notes contain certain covenants requiring the Company to maintain certain financial ratios, limiting the incurrence of additional indebtedness and capital expenditures, and restricting the ability to pay dividends.

      The Company’s liquidity difficulties have led to non-compliance with certain covenant requirements and payment provisions under the Broadband Network Vendor Financing Agreements. On October 25, 2001, the Company obtained a waiver of covenant defaults and an extension from these lenders for scheduled principal and interest payments under the Broadband Network Vendor Financing Agreements totaling approximately $18.4 million that were due on that date. The waiver expired on November 25, 2001 and the Broadbank Network Vendor Financing Agreements became due and payable. The Company is in default under the Broadbank Network Vendor Financing Agreements, and as a result of the default, an aggregate of $118.0 million and $92,9 million of the defaulted amounts have been reclassified to current portion of long-term debt as of December 31, 2001 and September 30, 2002, respectively.

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IMPSAT S.A.
 
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS — (Continued)
(Tables in thousands of U.S. dollars)

9.     Income Taxes

      The composition of the provision for income taxes, all of which is for foreign taxes, for the nine months ended September 30, 2001 and 2002 is as follows:

                                   
Three Months Nine Months
Ended Ended
September 30, September 30,


2001 2002 2001 2002




Deferred
  $     $     $ (8,667 )   $  
     
     
     
     
 
 
Total
  $     $     $ (8,667 )   $  
     
     
     
     
 

      The statutory tax rate in Argentina is 35%.

      As of September 30, 2002, the Company has recorded a valuation allowance to offset its entire net deferred tax asset.

10.     COMMITMENTS AND CONTINGENCIES

      Commitments — The Company leases satellite capacity with annual rental commitments of approximately $6.4 million through the year 2006. The Company leases telecommunications links with annual rental commitments of approximately $2.0 million through the year 2006. In addition, the Company has commitments to purchase communications and data center equipment amounting to approximately $1.3 million at September 30, 2002. These commitments are not included in the balance sheet as of September 30, 2002.

      Guarantees — The Company is guarantor on the $125 million 12 1/8% Senior Guaranteed Notes due 2003 issued on July 30, 1996 by the Parent Company.

      IMPSAT Brazil, another wholly-owned subsidiary of IMPSAT Fiber Networks, Inc., has entered into a $5.9 million term note with El Camino Resources, which is guaranteed by the Company and the Parent Company. At September 30, 2002, the balance outstanding was approximately $2.2 million.

      360Networks — During June 2001, the Company and IMPSAT Brazil terminated a series of contracts which they had signed in the first quarter of 2001 with subsidiaries of 360americas networks (Bermuda) ltd., a subsidiary of 360 networks, Inc., and certain other subsidiaries of 360 networks, Inc. (collectively “360networks”) to construct and provide IRU dark fiber, capacity services and conduit to 360networks over the Company’s Broadband Network in Argentina and Brazil, as a result of the breach by 360networks of its payment obligation under those contracts, including the new Argentina — Brazil link that the Companies has recently completed. Between March and May 2001, the Company and IMPSAT Brazil made available segments of the IRU desk fiber and capacity services to 360networks for acceptance, but 360networks failed to make certain payments as required by the contracts. 360networks also failed to make certain payments for collocation space in the Company’s and IMPSAT Brazil’s telehouses in Sao Paulo and Rio de Janeiro, Brazil and Buenos Aires, Argentina, and those contracts were terminated as well. The Parent Company has also more recently terminated a contract with 360networks for collocation space in Caracas, Venezuela, also for payment default by 360networks.

      The Parent Company has commenced arbitration and litigation proceedings against 360networks for damages under the terminated contracts for the provision of IRU dark fiber and capacity services, as contemplated by the relevant agreements. 360americas and the other subsidiaries with which the Parent Company had contracted were not included in the series of bankruptcy and insolvency filings made in the United States and Canada by its parent, 360networks, Inc. and certain of its other affiliates. 360networks, Inc. has announced that it intends to seek a buyer for its South American undersea fiber optic cable system, which is owned by 360americas. The Parent Company intends to aggressively pursue its remedies against

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IMPSAT S.A.
 
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS — (Continued)
(Tables in thousands of U.S. dollars)

360networks, including its claim for damages due under the terminated contracts, but is unable to predict whether the Parent Company will prevail in any such proceedings and, if so, whether 360networks would be able to pay any arbitration or litigation award that might be entered in favor of the Parent Company.

      During the pendency of the arbitration and litigation proceedings, the Company will continue to include as deferred revenues on its balance sheet the amount received from 360networks as down payments under the terminated contracts, after deducting amounts that were due and payable at the time of the termination of the contracts. As of September 30, 2002, the balance of such deferred revenue was $8.0 million.

      Other Litigation — The Company is involved in or subject to various litigation and legal proceedings incidental to the normal conduct of its business. Whenever justified, the Company expects to vigorously prosecute or defend such claims, although there can be no assurance that the Company will ultimately prevail with respect to any such matters.

      In November 1996, the Company filed suit against a former customer, ENCOTESA, for amounts due and arising under the Company’s contracts with ENCOTESA, the Argentine national postal service, for $7.3 million. The ultimate collectability of this matter continues to be negotiated for settlement; however, the Company has valued this receivable at a net realizable value of zero.

* * * * * *

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Item 2.      Management’s Discussion and Analysis of Financial Condition and Results of Operations

New Developments and Critical Considerations

      IMPSAT’s Chapter 11 Filing. On June 11, 2002 (the “Petition Date”), IMPSAT Fiber Networks, Inc. (the “Parent Company”) filed a voluntary petition for relief under Chapter 11 of the United States Code (the “Bankruptcy Code”) with the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”). Since the Petition Date, the Parent Company has been operating its business and managing its properties as a debtor in possession.

      Our operating subsidiaries did not commence bankruptcy proceedings and we expect them to continue to operate in the ordinary course of business without any court-imposed restrictions.

      We are currently paying the post-petition claims of our trade vendors in the ordinary course of business pursuant to an order of the Bankruptcy Court issued following the petition date. The Bankruptcy Court has also issued orders approving, among other things: (i) maintenance and use of our existing cash management system; (ii) establishing procedures for interim compensation and reimbursement of expenses of professionals; and (iii) maintenance of our existing bank accounts for normal business operations. In addition, on June 25, 2002, the Bankruptcy Court appointed a committee of our unsecured creditors, which is responsible for, among other things, representing the various interests and concerns of the creditors it represents in respect of the formulation of the plan of reorganization and monitoring the Parent Company’s financial condition and the operation of its business during the bankruptcy. The creditors committee is constituted by representatives of the primary entities with which the Parent Company has been negotiating the terms of its Chapter 11 plan of reorganization, including representatives of the holders of our indebtedness under our Broadband Network vendor financing agreements (the “Vendor Financing Agreements”), our 12 1/8% Senior Guaranteed Notes due 2003 (“Senior Notes due 2003”), our 13 3/4% Senior Notes due 2005 (“Senior Notes due 2005”), and our 12 3/8% Senior Notes due 2008 (“Senior Notes 2008”) (collectively, the “Senior Notes”).

      On September 4, 2002, the Parent Company filed a Disclosure Statement (the “Disclosure Statement”) and a Plan of Reorganization (the “Plan”) with the Bankruptcy Court, which documents were filed in amended form on October 23, 2002. The Plan reflects the terms of the pre-arranged plan of reorganization that holders of a majority of the indebtedness under our Vendor Financing Agreements and our Senior Notes agreed to support pursuant to certain binding lock-up agreements they signed with us prior to the Petition Date. The Plan, if approved, would restructure our indebtedness in the manner described in our Quarterly Report on Form 10-Q for the second quarter of 2002 (accessible on the SEC’s website at www.sec.gov). The Disclosure Statement summarizes the Plan and contains information concerning, among other matters, the history, business, results of operations, management, properties, liabilities and the assets available for distribution under the Plan as well as the anticipated organization and operation of a reorganized Parent Company. The Disclosure Statement also describes certain effects of Plan confirmation, certain risk factors associated with the Plan, the manner in which distributions will be made to our creditors under the Plan for all amounts that were owed to such parties on the Petition Date and the confirmation process and voting procedures that holders of claims in impaired classes must follow for their votes to be counted.

      On or around November 1, 2002, the Plan and Disclosure Statement were mailed to the impaired creditors and other interests who are entitled to vote on confirmation of the Plan. Notice of the Plan was also mailed to the Parent Company’s equity holders, but because they will receive nothing on account of their claims under the Plan, the votes of the equity holder class were not solicited. December 3, 2002 has been established as the deadline for the receipt of votes to accept or reject the Plan. The Bankruptcy Court has scheduled a hearing for December 11, 2002 to consider confirmation of the Plan. At the confirmation hearing, the Bankruptcy Court will determine whether sufficient acceptances have been received to confirm the Plan or, if not, whether it is nevertheless confirmable under applicable bankruptcy law. Assuming the Bankruptcy Court approves the Plan, we currently expect the Plan to become effective and our Chapter 11 restructuring proceeding to be completed prior to December 31, 2002. No assurance can be given, however, that the Bankruptcy Court will confirm the Plan or, if confirmed, that the Plan will be consummated in the manner we anticipate or at all.

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      Effect of Argentine Peso Devaluation and “Pesification” Decree and Ongoing Economic and Political Crisis on our Results of Operations. In early January 2002, the government of Argentine President Eduardo Duhalde abandoned the decade-old fixed peso-dollar exchange rate and permitted the peso to float freely against the U.S. dollar. At March 31, 2002, the floating exchange rate was 2.96 pesos to the U.S. dollar, at June 30, 2002, the rate was 3.82 pesos to the U.S. dollar, and at September 30, 2002, the rate was 3.75 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 peso-denominated monetary liabilities and assets of IMPSAT Argentina and will generally result 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 called the “coeficiente de estabilización de referencia” (“CER”), to be published by the Argentine central bank, 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 our company.

      Since the effective date of the “pesification” decree, certain of IMPSAT Argentina’s customer contracts and operating cash inflows are now denominated in pesos. 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. Because of the recent nature of these events and the significant uncertainties regarding the extent and duration of the devaluation and the direction of the fiscal policies in Argentina, management cannot presently determine or reasonably estimate the impact a continued economic crisis in that country could have on IMPSAT Argentina’s and our consolidated company’s overall cash flows, financial condition, and results of operations.

      Argentina is currently trying to negotiate a multibillion-dollar financial aid package from the International Monetary Fund to help overcome that country’s debilitating economic crisis. To date, no such agreement has been reached. It is unclear whether Argentina’s current president, Eduardo Duhalde, will be able to complete his term or, even if he is able to remain in power, whether he will have the necessary support to implement the reforms required to restore economic growth and public confidence. The rapid and radical nature of the recent changes in the Argentine social, political, economic and legal environment, and the absence of a clear political consensus in favor of the new government or any particular set of economic policies, have created an atmosphere of great uncertainty. 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 IMPSAT Fiber Networks, Inc. in the United States; (iii) our asset valuations; and (iv) our peso-denominated monetary assets and liabilities.

      Brazil’s Economic Crisis. During the third quarter of 2002, Brazil experienced a significant decline in its financial markets due largely to concerns over the refinancing of Brazil’s foreign debt and the outcome of the October 2002 presidential election. These concerns, which have continued during the fourth quarter, have contributed to higher interest rates on local debt for the government and private sectors, have significantly decreased the availability of funds from lenders outside of Brazil and have decreased the amount of foreign investment in the country. These factors have contributed to a downgrade of Brazil’s foreign currency debt rating and a 36% devaluation of the real against the U.S. dollar during the third quarter of 2002. At June 30, 2002, the real traded at a rate of R$2.83 = $1.00, and at September 30, 2002 it had depreciated to R$3.84 = $1.00. To aid Brazil in its economic recovery efforts, in August 2002, the International Monetary Fund announced a $30 billion loan package for Brazil. The release of the majority of the IMF loan package

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will, however, depend on Brazil committing to specified fiscal targets in 2003. On October 27, 2002, Luiz Inacio Lula da Silva of the left-wing Workers’ Party was elected president of Brazil. Although, as a candidate, Mr. da Silva expressed support for tightening of Brazil’s fiscal policy as a condition of the IMF’s loan and promised to honor and stabilize government debt, anxiety has persisted within the investor community regarding whether Mr. da Silva can restore financial confidence and quickly establish trust in his administration and its ability to govern. A protraction or worsening of the economic difficulties in Brazil, including further currency devaluations, could have a material adverse effect on IMPSAT Brazil’s and our company’s overall financial condition and results of operations.

      Effects of the Global Crossing Insolvency. We are party to a series of agreements initially signed in 1999 with several subsidiaries of Global Crossing Ltd. (collectively, “Global Crossing”) for the provision of telecommunications services. These agreements are described in our Quarterly Report on Form 10-Q for the second quarter of 2002 and in other of our prior filings with the SEC (accessible on the SEC’s website at www.sec.gov). In January 2002, Global Crossing Ltd., along with a number of its subsidiaries, filed for protection under Chapter 11 of the U.S. Bankruptcy Code.

      During the third quarter of 2002, we recognized revenues totaling $3.7 million from Global Crossing for the services provided under our agreements with Global Crossing. Of this amount, $2.7 million represented services billed through the third quarter and $1.0 million represented the revenue recognition effect under the IRUs that we granted to Global Crossing. During the same period, Global Crossing invoiced us a total of $0.6 million, principally for maintenance services on the IRUs that we have acquired from Global Crossing. In general, invoices under our agreements with Global Crossing are submitted quarterly in advance and are payable 30 days after receipt.

      Although the Global Crossing subsidiaries that have amounts outstanding to us were not originally included in Global Crossing’s Chapter 11 filing, during August 2002 Global Crossing amended its Chapter 11 proceeding to include its subsidiaries that are counterparties to the agreements with us. As of October 1, 2002, we submitted invoices for a total of $3.5 million for services to be rendered under our agreements with Global Crossing for the fourth quarter of 2002. As of October 31, 2002, the due date of such invoices, and as of the date of this Quarterly Report, Global Crossing had paid $2.1 million of this amount, and an additional $2.0 million from prior periods was also unpaid. Global Crossing has disputed some of the amounts invoiced. As of September 30, 2002, we have created a doubtful debt reserve against $0.2 million of such amount.

      In light of Global Crossing’s payment defaults to us, we have declined to pay to Global Crossing a total of $0.4 million that Global Crossing has invoiced us for services through the end of 2002. The amounts that we owe Global Crossing are principally owed to Global Crossing Bandwidth, Inc., a subsidiary of Global Crossing that is among the Global Crossing parties that have filed for relief under Chapter 11.

      We are monitoring the Global Crossing bankruptcy proceedings and commercial relationship carefully. Our company is currently evaluating its contractual rights in respect of Global Crossing’s payment defaults and its alternatives with respect to the acquisition of alternative capacity in light of the uncertainty that Global Crossing will be able or willing to perform its obligations under its agreements with us.

      The difficulties being experienced by Global Crossing, including Global Crossing’s Chapter 11 proceeding, could have an adverse effect on our financial condition and operations. At a minimum, Global Crossing’s bankruptcy proceedings are likely to cause delays in our receipt of amounts due to us from Global Crossing. In addition, Global Crossing could seek, in the applicable bankruptcy proceedings, to reject the contracts or to make claims against us in connection with such contracts. In the event of a rejection of any such contracts by Global Crossing, any damages that we might have in respect of such rejected contracts would be treated as claims in the applicable Global Crossing bankruptcy proceedings, which claims may not realize any meaningful recovery to us. In that regard, in connection with Global Crossing’s filing at the end of August 2002 of certain of its subsidiaries, Global Crossing has indicated its intent to reject at least one of its agreements with us, pursuant to which agreement IMPSAT Colombia had agreed to lease space in its telehouse in Bogota, Colombia to Global Crossing.

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      In addition, if Global Crossing is unable to successfully restructure its balance sheet, it could be forced to liquidate its assets. If Global Crossing were to sell or terminate its South American operations as part of its bankruptcy proceedings, it is unclear what rights we would have to continue to utilize the IRUs that we have purchased from Global Crossing. It is possible that our agreements with Global Crossing would be terminated and we would need to seek substitute sources of IRU or other capacity from competing undersea fiber optic systems to link our operations, including our Broadband Network, to other parts of Latin America and the world. The occurrence of these circumstances would have a material adverse effect on our business, results of operations and financial condition.

Critical Accounting Policies

      In the ordinary course of business, our company has made a number of estimates and assumptions relating to the reporting of results of operations and financial position in the preparation of its financial statements in conformity with GAAP. Actual results could differ significantly from those estimates under different assumptions and conditions. Our most critical accounting policies (which were described within the following captions in the notes to our audited consolidated financial statements forming part of our 2001 Annual Report on Form 10-K (accessible on the SEC’s website at www.sec.gov)), are:

  •  Revenue Recognition
 
  •  Non-Monetary Transactions
 
  •  Broadband Network
 
  •  Property, Plant and Equipment
 
  •  Long-Lived Assets
 
  •  Foreign Currency Translation

      These policies, which are those that are most important to the portrayal of our financial condition and results of operations and require management’s most difficult, subjective and complex judgments, often are a result of the need to make estimates about the effect of matters that are inherently uncertain. We have not made any changes in any of these critical accounting policies during the first three quarters of 2002, nor have we made any material changes in any of the critical accounting estimates underlying these accounting policies during the first three quarters of 2002.

Forward Looking Statements

      Statements regarding our financial restructuring or about future results made in this Quarterly Report may constitute forward looking statements within the meaning of the Private Securities Litigation Reform act of 1995. 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. These statements are based on current expectations and the current economic environment. Forward looking statements speak only as of the date they are made, and we undertake no obligation to update or revise any forward looking statement. If we do update any forward looking statement, no inference should be drawn that we will make additional updates with respect to that statement or any other forward looking statements.

      We caution that forward looking statements are not guarantees of future performance. They involve a number of risks and uncertainties that are difficult to predict. Actual results could differ materially from those expressed or implied in these statements. Important assumptions and other important factors that could cause actual results to differ materially from those in the forward looking statements are specified elsewhere in this Quarterly Report and in our other SEC reports, accessible on the SEC’s website at www.sec.gov.

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Results of Operations

      The following financial table summarizes our results of operations:

                                                                       
Three Months Ended September 30, Nine Months Ended September 30,


2001 2002 2001 2002




(In thousands and as a percentage of consolidated revenues)
Net revenues:
                                                               
 
Net revenues from services:
                                                               
   
Data and value added services
  $ 59,097       77.2 %   $ 43,901       79.4 %   $ 178,186       73.1 %   $ 138,289     $ 78.1 %
   
Internet
    11,612       15.2       6,333       11.5       34,453       14.1       21,454       12.1  
   
Telephony
    3,406       4.5       2,915       5.3       6,562       2.7       11,234       6.3  
   
Services to carriers
    1,560       2.0       1,823       3.3       5,727       2.4       5,323       3.0  
     
     
     
     
     
     
     
     
 
     
Total net revenues from services
    75,675       98.8       54,972       99.4       224,928       92.2       176,300       99.6  
 
Sales of equipment
    895       1.2       336       0.6       11,718       4.8       762       0.4  
 
Broadband network development revenues
                            7,197       3.0              
     
     
     
     
     
     
     
     
 
     
Total net revenues
    76,570       100.0       55,308       100.0       243,843       100.0       177,062       100.0  
Direct costs:
                                                               
 
Contracted services
    10,150       13.3       3,676       6.7       30,094       12.3       15,013       8.5  
 
Other direct costs
    7,653       10.0       5,629       10.2       20,816       8.5       17,190       9.7  
 
Leased capacity
    21,851       28.5       17,422       31.5       67,236       27.6       57,321       32.4  
 
Broadband network cost
                            3,335       1.4              
 
Cost of equipment sold
    722       0.9       67       0.1       8,219       3.4       307       0.2  
     
     
     
     
     
     
     
     
 
Total direct costs
    40,376       52.7       26,794       48.5       129,700       53.2       89,831       50.7  
Salaries and wages
    20,835       27.2       10,852       19.6       64,932       26.6       36,487       20.6  
Selling, general and administrative expenses
    12,251       16.0       6,243       11.3       41,721       17.1       20,406       11.5  
Provision for asset impairment
    234,625       306.4                   234,625       96.2              
Depreciation and amortization
    32,888       43.0       16,706       30.2       92,566       38.0       63,974       36.1  
Interest expense, net
    34,055       44.5       13,002       23.5       96,185       39.4       84,154       47.5  
Net loss on foreign exchange
    26,132       34.1       62,621       113.2       50,282       20.6       115,052       65.0  
Recognition of other-than-temporary decline in value of investments
    19,537       25.5                   19,537       8.0              
Reorganization items
                (9,297 )     (16.8 )                 (14,989 )     (8.5 )
Other income (loss), net
    (311 )     (0.4 )     (2,105 )     (3.8 )     (163 )     (0.1 )     (3,805 )     (2.1 )
Gain on early extinguishment of debt
                                                    16,367       9.2  
Benefit from (provision for) foreign income taxes
    84       0.1       (407 )     (0.7 )     (26,403 )     (10.8 )     (1,558 )     (0.9 )
     
     
     
     
     
     
     
     
 
Net loss
  $ (344,356 )     (449.7 )%   $ (92,719 )     (167.6 )%   $ (512,271 )     (210.1 )%   $ (236,827 )     (133.8 )%
     
     
     
     
     
     
     
     
 

Nine Months Ended September 30, 2002 Compared to Nine Months Ended September 30, 2001

      Revenues. Our total net revenues for the three and nine months ended September 30, 2002 totaled $55.3 million and $177.1 million, a decrease of $21.3 million (or 27.8%) and $66.8 million (or 27.4%) from total net revenues for the same periods in 2001. Our total net revenues in the third quarter of 2002 decreased by $4.0 million (or 6.8%) compared to our total net revenues for the second quarter of 2002.

      Our net revenues from services for the three and nine months ended September 30, 2002, totaled $55.0 million and $176.3 million, a decrease of $20.7 million (or 27.4%) and $48.6 million (or 21.6%) from net revenues from services for the same periods in 2001. Compared to our net revenues from services for the second quarter of 2002, our net revenues from services in the third quarter of 2002 decreased by $4.2 million (or 7.1%). The decrease in our net revenues was principally due to the continuing adverse economic conditions being experienced throughout Latin America. In particular, significant devaluations of the Argentine peso and the Brazilian real against the U.S. dollar had adversely affected our revenues.

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      Our net revenues from services include net revenues from:

  •  data and value added services, which include satellite and broadband data transmission services, data center services, and other value-added services
 
  •  Internet, which is composed of our Internet backbone access and managed modem services
 
  •  telephony, including local, national and international long-distance services, and
 
  •  services to carriers, which consist of our wholesale long-haul services to other telecommunications carriers (including revenue recognition from the sale of IRU capacity on our Broadband Network to, and our provision of switching and transportation of telecommunications traffic services for, such carriers), and related maintenance services to those carriers.

      The following table shows our revenues from services by business lines (after elimination of intercompany transactions) for the periods indicated:

                                                     
Three Months Ended September 30, Nine Months Ended September 30,


2001 2002 % Change(1) 2001 2002 % Change(1)






(dollar amounts in thousands)
Data and value added services:
                                               
 
Broadband
  $ 21,955     $ 19,109       (13.0 )   $ 60,697     $ 58,919       (2.9 )%
 
Satellite
    32,826       21,382       (34.9       104,994       68,840       (34.4 )
 
Other value added services(2)
    4,316       3,410       (21.0 )     12,495       10,530       (15.7 )
     
     
     
     
     
     
 
   
Total
  $ 59,097     $ 43,901       (25.7 )%   $ 178,186     $ 138,289       (22.4 )%
Internet
    11,612       6,333       (45.5 )     34,453       21,454       (37.7 )
Telephony
    3,406       2,915       (14.4 )     6,562       11,234       71.2  
Services to carriers
    1,560       1,823       16.9       5,727       5,323       (7.1 )
     
     
     
     
     
     
 
   
Total net revenues from services
  $ 75,675     $ 54,972       (27.4 )%   $ 224,928     $ 176,300       (21.6 )%
     
     
     
     
     
     
 
                              

(1)  Percentage increase (decrease) in relevant period in 2002 compared to corresponding period in 2001.
 
(2)  Includes data center services and systems integration and other information technology services.

      The decrease in our net revenues from services during the three and nine months ended September 30, 2002 as compared to the corresponding periods in 2001 resulted from lower revenues from data and value added services, Internet and services to carriers (offset in part by an increase in our revenues from telephony services during the nine-month period in 2002). Our revenues from broadband services decreased during these periods in 2002 as compared to the corresponding periods in 2001 due to the negative effect on these revenues (in U.S. dollar terms) primarily attributable to the devaluation of the Argentine peso and the Brazilian real. In addition to the foregoing:

  •  Our revenues from satellite services during the three and nine months ended September 30, 2002 declined in comparison to the same periods in 2001 due to: (i) lower satellite-based services volume

(as we transferred telecommunications services to our Broadband Network), (ii) downward pressure on our prices (because of competition and adverse economic conditions), and (iii) a number of customer cancellations or non-renewals.

  •  Our telephony services revenues declined during the three months, but increased during the nine months, ended September 30, 2002 (as compared to the same periods in 2001). The decrease in our telephony services revenues during the third quarter of 2002 over the same period in 2001 was attributable to (i) lower volume, as fewer calls were carried over our network; (ii) our termination of certain customer contracts due to payment defaults; (iii) downward pressure on our prices because of competition, adverse economic conditions and the devaluation of the peso. Our telephony services in Argentina, which we introduced as a new service in 2001, are utilized by third-party resellers. The overall increase in our telephony services revenues for the three quarters ended September 30, 2002 over the same period in 2001 was generated in connection with our increased delivery during that

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  period of switched voice services to corporate customers in Argentina and international call terminations to end-user customers in Peru and the United States.
 
  •  Our revenues from services to carriers increased in the third quarter, and decreased in the first nine months of 2002 (compared to the corresponding periods in 2001). Our revenues from services to carriers during the first three quarters of 2002 have been impacted by the cancellation of our contracts with 360networks in June 2001 and a general decline in demand by telecommunications companies for “dark” and “lit” fiber capacity.

      Global Crossing and 360networks were the principal customers for our data center services and services to carriers during 2001. In June 2001, we terminated a series of contracts that we had signed with 360networks due to the latter’s payment default of its obligations under those contracts to us. (For a description of this matter, you may refer to see the section captioned “Legal Proceedings” in our Quarterly Report on Form 10-Q for the first quarter of 2002.)

      During the third quarter of 2002, and at September 30, 2002 compared to at September 30, 2001, we experienced a net decrease in the number of our customers. We had 2,840 customers as of September 30, 2002, compared to 2,854 customers at June 30, 2002 and 3,047 customers at September 30, 2001. The following table shows the evolution of our customer base as of the dates indicated:

                                           
Number of Customers as of:

September 30, June 30, September 30,
2001 2002 2002 % Change(1) % Change(2)





IMPSAT Argentina
    1162       1,097       1,103       (5.1 )     0.5  
IMPSAT Colombia
    746       697       698       (6.4 )     0.1  
IMPSAT Brazil
    378       371       368       (2.6 )     (0.8 )
IMPSAT Venezuela
    291       239       216       (25.8 )     (9.6 )
IMPSAT Ecuador
    259       226       221       (14.7 )     (2.2 )
IMPSAT Mexico
    56       47       47       (16.1 )     0.0  
IMPSAT Chile
    49       53       56       14.3       5.7  
IMPSAT Peru
    33       55       63       90.9       14.5  
IMPSAT USA
    73       69       68       (6.8 )     (1.4 )
     
     
     
                 
 
Total
    3,047       2,854       2,840       (6.8 )     (0.5 )
     
     
     
                 

                              

(1)  Net increase (decrease) as of September 30, 2002 compared to end of third quarter of 2001.
 
(2)  Net increase (decrease) as of September 30, 2002 compared to the end of the second quarter of 2001.

      In addition to poor economic conditions in Argentina and Brazil, negative or sluggish economic growth persisted throughout most of the Latin American region during the nine months ended September 30 2002. During 2002, we have not experienced any significant customer losses to our competitors.

      In addition to net revenues from services, our total net revenues for the three and nine months ended September 30, 2002 included $0.3 million and $0.8 million in equipment sales, which represent decreases of $0.6 million (or 62.5%) and $11.0 million (or 93.5%) from the same periods in 2001. We did not record any Broadband network development revenues during the first nine months of 2002 or the third quarter of 2001. Our Broadband Network development revenues totaled $7.2 million for the nine months ended September 30, 2001. We currently anticipate only minimal sales of equipment during the remainder of 2002, and we do not anticipate any Broadband Network development revenues during 2002 or in the future.

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      The following table shows by operating subsidiary our revenues from services and total revenues (in each case, including intercompany transactions) for the periods indicated:

                                                   
Three Months Ended September 30, Nine Months Ended September 30,


2001 2002 % Change(1) 2001 2002 % Change(1)






(dollar amounts in thousands)
IMPSAT Argentina
                                               
 
From services
  $ 31,242     $ 13,385       (57.2 )   $ 91,122     $ 43,398       (52.4 )
 
Total
    32,072       13,589       (57.6 )     96,008       43,706       (54.5 )
IMPSAT Colombia
                                               
 
From services
    15,479       14,185       (8.4 )     46,228       44,196       (4.4 )
 
Total
    15,485       14,190       (8.4 )     46,713       44,210       (5.4 )
IMPSAT Brazil
                                               
 
From services
    9,657       7,899       (18.2 )     30,839       28,718       (6.9 )
 
Total
    9,657       7,908       (18.1 )     36,016       28,727       (20.2 )
IMPSAT Venezuela
                                               
 
From services
    8,054       7,541       (6.4 )     23,188       22,975       (0.9 )
 
Total
    8,080       7,627       (5.6 )     24,382       23,185       (4.9 )
IMPSAT Ecuador
                                               
 
From services
    3,991       3,965       (0.7 )     11,681       12,725       8.9  
 
Total
    3,991       3,965       (0.7 )     11,681       12,813       9.7  
IMPSAT Chile
                                               
 
From services
    1,983       2,340       18.0       5,521       7,079       28.2  
 
Total
    1,983       2,340       18.0       11,581       7,079       (38.9 )
IMPSAT Peru
                                               
 
From services
    1,782       2,580       44.8       3,774       8,224       117.9  
 
Total
    1,799       2,627       46.0       4,792       8,352       74.3  
IMPSAT USA
                                               
 
From services
    9,066       7,113       (21.5 )     27,715       25,970       (6.3 )
 
Total
    9,084       7,113       (21.7 )     27,833       25,970       (6.7 )
Other
                                               
 
From services
    5,256       5,232       (0.5 )     14,263       15,962       11.9  
 
Total
    5,259       5,233       (0.5 )     14,266       15,967       11.9  

                              

(1)  Increase (decrease) in relevant period in 2002 compared to corresponding period in 2001.

      In the beginning of January 2002, the Government of Argentina defaulted on its external debt payments and devalued its currency, exacerbating declining commercial confidence and activity and further inflating already high costs of financing for Argentine companies. Argentina continues to experience recessionary conditions, a lack of access to international capital markets, internal disruption and social unrest. For the foreseeable future, we do not expect the recession affecting the Argentine economy will subside or that future economic and political developments in Argentina will improve in any significant manner. Since the inauguration in January 2002 of the administration of Argentina’s President Eduardo Duhalde, Argentina’s government has been unable to achieve political consensus and support for the introduction of economic measures demanded by the International Monetary Fund and other international lending agencies in exchange for an emergency loan package. The Argentine economic and political environment has continued to deteriorate. It is possible that the political and economic crisis in Argentina could worsen in coming weeks or months. The continued or worsening political and economic crisis in Argentina, our largest country of operation, will continue to have a materially adverse impact on our financial condition and results of operations.

      During the first nine months of 2002, IMPSAT Argentina’s financial condition and results of operations continued to be severely and negatively affected by currency fluctuations, inflation, interest rates, and other unfavorable political, social and economic developments. Our net revenues from services at IMPSAT Argentina for the three and nine months ended September 30, 2002 totaled $13.4 million and $43.4 million, a

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decrease of $17.9 million (or 57.2%) and $47.7 million (or 52.4%) compared to the same periods in 2001. This decrease was primarily caused by the devaluation of the Argentine peso following the implementation of the “pesification” decree and general recessionary conditions in that country.

      Our results in Brazil also were adversely affected during the first nine months of 2002 as compared to the corresponding period in 2001 by the devaluation of the Brazilian real against the U.S. dollar. At September 30, 2001, the real traded at a rate of R$2.76 = $1.00, and at September 30, 2002 it had depreciated to R$3.84 = $1.00. As of November 11, 2002, the real traded at a rate of R$3.63 = $1.00. These and prior devaluations have had a negative effect on our real-denominated revenues. The devaluation of the real and the decline in growth in the Brazilian economy have been caused in part by the continued recession in the region, a general aversion to emerging markets by foreign direct and financial investors and the overall decline in worldwide economic production. In addition, there is some concern among the international investor community that Mr. da Silva, who was elected president of Brazil on October 27, 2002, will cause Brazil to alter its policies in a manner that would adversely affect its economy. These conditions have had, and can be expected to continue to have, an adverse effect on IMPSAT Brazil’s and our company’s overall financial condition and results of operations.

      IMPSAT Brazil’s revenues from services for the three and nine months ended September 30, 2002 totaled $7.9 million and $28.7 million, a decrease of $1.8 million (or 18.2%) and $2.1 million (or 6.9%) compared to the same periods in 2001. This decrease in revenues relates primarily to the effect of the devaluation of the real. In local currency terms, IMPSAT Brazil’s revenues for the three and nine months ended September 30, 2002 increased by 5.2% and 13.1% as compared to the same periods in 2001.

      IMPSAT Colombia recorded revenues from services of $14.2 million and $44.2 million during the three and nine months ended September 30, 2002, compared to $15.5 million and $46.2 million for the same periods in 2001. Our net revenues from services in Colombia have been negatively impacted by sustained adverse economic conditions in that country. Colombia’s economy continues to suffer as a result of devaluations of the Colombian peso, an enduring civil war, as well as general recessionary conditions.

      Revenues from services at IMPSAT Venezuela equaled $7.5 million and $23.0 million for the three and nine months ended September 30, 2002, compared to $8.1 million and $23.2 million for the corresponding periods in 2001. On February 12, 2002, Venezuela’s government floated its currency, ending a five-year-old regime that permitted the bolivar to trade only within a fixed-band against the U.S. dollar. As a result, devaluation of the bolivar occurred. Venezuela is currently experiencing political and economic uncertainty following the attempted military coup staged against that country’s President Hugo Chavez during the first weeks of April 2002. Any resurgence of the recent crisis in Venezuela could have a material adverse effect on IMPSAT Venezuela’s results of operations and financial condition.

      Direct Costs. Our direct costs for the three and nine months ended September 30, 2002 totaled $26.8 million and $89.8 million, a decrease of $13.6 million (or 33.6%) and $39.9 million (or 30.7%), compared to the same periods in 2001. As compared to the corresponding periods in 2001, this reduction during the third quarter and first nine months of 2002 was caused principally by (i) the devaluation of local currencies in Argentina, Brazil, Colombia and Venezuela during those periods in 2002, which had the effect of decreasing our direct costs in those countries in U.S. dollar terms, and (ii) our incurring significantly lower total costs of equipment sold and no Broadband Network development costs during those periods in 2002. Of our total direct costs for the three and nine months ended September 30, 2002, $9.4 million and $32.6 million related to the operations of IMPSAT Argentina. This compares to $20.5 million and $58.6 million at IMPSAT Argentina for the same periods in 2001. Direct costs for IMPSAT Brazil totaled $4.4 million and $17.2 million for the second quarter and first nine months of 2002, compared to $7.2 million and $25.9 million for the corresponding periods in 2001. Direct costs of our subsidiaries are described prior to the elimination of intercompany transactions.

      (1) Contracted Services. Contracted services costs include costs of maintenance and installation (and de-installation) services provided by outside contractors. During the three and nine months ended September 30, 2002, our contracted services costs totaled $3.7 million and $15.0 million, a decrease of $6.5 million (or 63.8%) and $15.1 million (or 50.1%) from the same periods in 2001. Of this amount, maintenance costs

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for our telecommunications network infrastructure, including the Broadband Network, totaled $2.6 million and $11.5 million for the three and nine months ended September 30, 2002, compared to $6.7 million and $19.5 million during the same periods in 2001. Installation costs totaled $1.0 million and $3.5 million for the three and nine months ended September 30, 2002, compared to $3.4 million and $10.6 million for the same periods in 2001. The decrease in our maintenance costs and installation costs is partially attributable to the effect of the devaluation of the peso on such costs in Argentina and the favorable renegotiation of certain of our agreements for maintenance services with third-party contractors in that country. Also, our installation costs decreased because we had fewer new customers in the first nine months of 2002 compared to the same period in 2001. Of our total contracted services costs for the third quarter and first nine months of 2002, $1.2 million and $4.5 million related to the operations of IMPSAT Argentina, compared to $5.0 million and $13.6 million at IMPSAT Argentina for the same periods in 2001. In local currency terms, IMPSAT Argentina’s contracted services costs decreased by 0.4 million pesos (or 8.4%) and 0.5 million pesos (or 3.5%) during the third quarter and first nine months of 2002 as compared to the corresponding periods in 2001.

      (2) Other Direct Costs. Other direct costs principally include licenses and other fees; sales commissions paid to third-party sales representatives; and our provision for doubtful accounts.

      Sales commissions paid to third-party sales representatives for the three and nine months ended September 30, 2002 totaled $1.2 million and $3.8 million, compared to $2.1 million and $6.0 million for the corresponding periods in 2001. The majority of these commissions related to customers of IMPSAT Argentina. The period over period decline in these commissions is primarily attributable to the effect of the devaluation of the peso on such costs in Argentina, which resulted in lower amounts of such commissions in U.S. dollar terms.

      We recorded a net provision for doubtful accounts of $2.6 million and $7.7 million for the three and nine months ended September 30, 2002, compared to $2.7 million and $6.9 million for the same periods in 2001. At September 30, 2002, approximately 37.3% of our gross trade accounts receivable were past due more than six months, compared to 31.9% for the same period in 2001. At September 30, 2002, our allowance for doubtful accounts covered approximately 86.8% of our gross trade accounts receivable past due more than six months. The average days in quarterly gross trade accounts receivable increased from 80 at June 30, 2002 to 85 at September 30, 2002. At September 30, 2001, average days of gross trade accounts receivable equaled 113. The recession in Argentina has adversely affected the quality of our accounts receivable from our customers in that country. IMPSAT Argentina’s allowance for doubtful accounts at September 30, 2002 covered approximately 82.5% of its gross trade accounts receivable past due more than six months.

      (3) Leased Capacity. Our leased capacity costs for the three and nine months ended September 30, 2002 totaled $17.4 million and $57.3 million, which represented a decrease of $4.4 million (or 20.3%) and $9.9 million (or 14.7%) from the corresponding periods in 2001. This decrease occurred notwithstanding an increase in costs for interconnection and telephony termination costs (which are components of our leased capacity costs), as described below. The decrease in our leased capacity costs is attributable to a combination of the effects of currency devaluations in our countries of operation during the first nine months of 2002, as well as our favorable renegotiation of the terms of certain of the underlying capacity leases. As a percentage of our total revenues, our leased capacity costs increased, principally because such costs are incurred in US. dollars, while our revenues in Argentina and Brazil are principally denominated and generated in local currency.

      Our leased capacity costs for satellite capacity for the three and nine months ended September 30, 2002 totaled $7.1 million and $24.3 million, a decrease of $3.0 million (or 29.9%) and $6.6 million (or 21.4%), from the corresponding periods in 2001. In Argentina, our leased satellite capacity costs totaled $1.7 million and $6.1 million for the three and nine months ended September 30, 2002, as compared to $3.1 million and $7.6 million for the same periods in 2001. Our leased satellite capacity costs for IMPSAT Brazil totaled $0.9 million and $3.2 million for the three and six months ended September 30, 2002, as compared to $1.0 million and $4.8 million for the same periods in 2001. Our satellite capacity costs decreased in Argentina and Brazil, in part because of (i) our favorable renegotiation of certain of our agreements satellite capacity providers, (ii) our transitioning customers from satellite-based solutions onto the Broadband Network, and

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(iii) the effect on such costs of the devaluations of the peso and the real. We had approximately 895 MHz of leased satellite capacity at September 30, 2002 and 908 MHz at September 30, 2001.

      Our costs for dedicated leased capacity on third-party fiber optic networks totaled $5.8 million and $19.6 million for the third quarter and first nine months of 2002, a decrease of $3.0 million (or 33.8%) and $8.1 million (or 29.2%) compared to the corresponding periods in 2001. These costs were incurred principally in Argentina, Brazil, Colombia and the United States. Prior to the implementation of our Broadband Network, we had incurred these higher costs of leased fiber optic capacity in Argentina and Brazil due to the continued demand by our customers in those countries for greater bandwidth and, in the United States, due to the expansion of our Internet service offerings where we provide a link between Latin America and the U.S. Internet backbone. Although we have transferred increasing amounts of our telecommunications traffic to the Broadband Network as we migrated our customers to our Broadband Network, we will continue to require leased capacity to provide telecommunications services to clients with facilities outside of the footprint of our Broadband Network in order to provide end-to-end telecommunications services. The decrease in these costs were also due, in part, to the effect on such costs of the currency devaluations experienced during the period in certain of our countries of operation.

      In connection with certain new services that we are offering as a result of the implementation of our Broadband Network and the effectiveness of our license in Argentina to provide domestic and international long distance services, we also are incurring costs for interconnection and telephony termination (“I&T”) and frequency rights. Our I&T and frequency rights costs totaled $3.9 million and $11.7 million during the third quarter and first nine months of 2002. These totals are composed of $3.0 million and $9.2 million of I&T costs. This compares to $2.9 million and $8.6 million of I&T and frequency rights costs during the third quarter and first nine months of 2001 (composed of $1.8 million and $4.8 million of I&T costs). Our interconnection and telephony termination costs have increased in connection with the growth of our telephony revenues (as discussed under “— Revenues”).

      Our I&T and frequency rights costs in Argentina totaled $1.7 million and $6.0 million during the three and nine months ended September 30, 2002. These totals are composed of $1.5 million and $5.5 million of I&T costs. This compares to $1.7 million and $4.4 million of I&T and frequency rights costs for the three and nine months ended September 30, 2001 (composed of $1.0 million and $2.1 million of I&T costs).

      (4) Costs of Equipment Sold and Broadband Network Development. In the three and nine months ended September 30, 2002, we incurred costs of equipment sold of $0.1 million and $0.3 million, compared to $0.7 million and $8.2 million for the same periods in 2001. During the three and nine months ended September 30, 2002, we incurred no Broadband Network development costs as compared to zero and $3.3 million of such costs during the same periods of 2001.

      Salaries and Wages. Salaries and wages for the three and nine months ended September 30, 2002 totaled $10.9 million and $36.5 million, a decrease of $10.0 million (or 47.9%) and $28.4 million (or 43.8%), from the same periods in 2001. As a result of the adverse economic conditions experienced in Argentina, Brazil and elsewhere in Latin America and as part of cost-control measures implemented by management commencing at the end of the first quarter of 2001, our aggregate number of employees has fallen from 1,401 at September 30, 2001 to 1,331 at September 30, 2002. Management expects to continue to monitor the size of its total workforce and to make appropriate adjustments if required by financial and competitive circumstances. The decrease in these costs were also due, in part, to the effect on such costs of the currency devaluations experienced during the period in certain of our countries of operation.

      IMPSAT Argentina incurred salaries and wages for the three and nine months ended September 30, 2002, of $2.0 million and $6.8 million, a decrease of $7.6 million (or 79.3%) and $20.9 million (or 75.5%) compared to the same periods in 2001. This decrease was due to (i) the devaluation of the peso, which decreased the dollar value of our salaries and wages expenses incurred in Argentina during the first nine months of 2002; and (ii) a reduction in the number of employees at IMPSAT Argentina. In pesos, IMPSAT Argentina’s salaries and wages expenses for the first nine months 2002 decreased by 28.5% as compared to the same period in 2001. IMPSAT Argentina had 320 employees as of September 30, 2002 as compared to 349 employees as of September 30, 2001.

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      IMPSAT Brazil incurred salaries and wages expenses for the three and nine months ended September 30, 2002 of $2.3 million and $8.8 million, a decrease of $1.2 million (or 33.2%) and $4.0 million (or 31.2%) over the same periods in 2001. IMPSAT Brazil decreased its number of employees to 287 persons at September 30, 2002, compared to 339 persons at September 30, 2001. In addition to our reduced employee headcount in that country, the decrease in salaries and wages at IMPSAT Brazil during the first nine months of 2002 is in part related to the devaluation of the real against the U.S. dollar, which resulted in a decrease in U.S. dollar terms of our salaries and wages expense in Brazil.

      During the remainder of 2002, we expect that the devaluation of local currencies in our countries of operations (in particular, in Argentina, Brazil, Colombia and Venezuela), in addition to the reduction in the number of our employees, will result in a stabilization, in U.S. dollar terms, of our consolidated salaries and wages expense.

      Selling, General and Administrative Expenses. Our SG&A expenses consist principally of:

  •  publicity and promotion costs
 
  •  professional fees and other remuneration
 
  •  travel and entertainment
 
  •  rent
 
  •  plant services, insurance, telephone and energy expenses

      We incurred SG&A expenses of $6.2 million and $20.4 million for the three and nine months ended September 30, 2002. These SG&A expenses represented a decrease of $6.0 million (or 49.0%) and $21.3 million (or 51.1%), from the three and nine months ended September 30, 2001. This decline in our SG&A expenses is due principally to a decrease in our publicity and promotion costs, the effect of the devaluation of Argentina’s peso and Brazil’s real against the U.S. dollar, which decreased the dollar value of our SG&A expenses incurred in those countries, and overall cost control measures undertaken by management.

      SG&A expenses at IMPSAT Argentina for the three and nine months ended September 30, 2002 totaled $1.5 million and $5.4 million, which represented decreases of $3.2 million (or 68.6%) and $10.2 million (or 65.4%), from SG&A expenses incurred by IMPSAT Argentina for the three and nine months ended September 30, 2001. Management intends to take efforts throughout the remainder of 2002 to control or reduce SG&A expenses. Such efforts, along with the effects of the devaluations of the Argentine peso, are anticipated to result in a further decline in SG&A expenses during the remainder of 2002.

      Depreciation and Amortization. Our depreciation and amortization expenses for the three and nine months ended September 30, 2002 totaled $16.7 million and $64.0 million. This represents a decrease of $16.2 million (or 49.2%) and $28.6 million (or 30.9%), compared to our depreciation and amortization for the three and nine months ended September 30, 2001. Depreciation and amortization for IMPSAT Argentina for the three and nine months ended September 30, 2002, totaled $5.2 million and $21.4 million. This represents a decrease of $9.7 million (or 65.0%) and $19.4 million (or 47.6%), compared to IMPSAT Argentina’s depreciation and amortization for the three and nine months ended September 30, 2001. The decrease in depreciation and amortization primarily is the result of the asset impairment charge of $234.6 million recorded in the third quarter of 2001, which reduced the dollar value of our depreciable fixed asset base.

      Interest Expense, Net. Our net interest expense for the three months ended September 30, 2002 totaled $13.0 million, consisting of interest expense of $13.4 million and interest income of $0.4 million. Our net interest expense for the nine months ended September 30, 2002 totaled $84.2 million, consisting of interest expense of $86.1 million and interest income of $2.0 million. Our net interest expense decreased $21.1 million (or 61.8%) and $12.0 million (or 12.5%) for the three and nine months ended September 30, 2002 from net interest expense for the same periods in 2001. Pursuant to the provisions of the Bankruptcy Code, as of June 11, 2002, the date of our Chapter 11 filing, contractually accrued interest on our unsecured, pre-petition obligations, which are entirely constituted by the Senior Notes, ceased to accrue at and after such date. Such

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post-petition contractual interest, which is excluded in our reported interest expense for the three and nine months ended September 30, 2002, totaled $23.5 million and $28.3 million.

      We are also in default on certain amounts of accrued and unpaid interest under our Vendor Financing Agreements and certain other subsidiary indebtedness. Such defaulted interest components, which aggregated $8.7 million and $33.2 million for the third quarter and first nine months of 2002, are included in our net interest expense for such periods as discussed in the preceding paragraph.

      In accordance with U.S. generally accepted accounting principles (“GAAP”), the filing of our Chapter 11 petition resulted in the classification as of the Petition Date of our primary obligations under the Senior Notes and certain other accounts payables (which, including accrued interest, totaled $727.5 million as of such date) as “liabilities subject to compromise” on our consolidated balance sheet. (See Notes 1 and 11 to our consolidated financial statements, included in Part 1, Item 1 of this Quarterly Report.) Also in accordance with GAAP, our contingent liabilities as guarantor under the Vendor Financing Agreements and certain other indebtedness of our subsidiaries, which aggregated $282.3 million as of September 30, 2002, have been classified as current portion of long-term indebtedness.

      For the three and nine months ended September 30, 2002 IMPSAT Argentina’s net interest expense totaled $5.6 million and $23.2 million, compared to $5.3 million and $16.0 million for the corresponding periods in 2001.

      Net (Loss) Gain on Foreign Exchange. We recorded net losses on foreign exchange for the three and nine months ended September 30, 2002 of $62.6 million and $115.1 million, compared to net losses of $26.1 million and $50.3 million for the same periods in 2001.

      The increase in our losses on foreign exchange was primarily due to the devaluation of the Brazilian real and the Argentine peso against the U.S. dollar during the first nine months of 2002. IMPSAT Brazil recorded net losses on foreign exchange for the third quarter and first nine months of 2002 totaling $66.0 million and $105.1 million, compared to net losses of $26.2 million and $51.6 million for the same periods during 2001. This net loss on foreign exchange reflects the effect of the devaluation of the real against the U.S. dollar in the first nine months of 2002 on the book value of the dollar-denominated debt of IMPSAT Brazil under the Vendor Financing Agreements. At September 30, 2002, the real traded at a rate of R$3.84 = $1.00. At September 30, 2001, the real traded at a rate of R$2.76 = $1.00.

      Decreases in U.S. dollar terms of IMPSAT Argentina’s peso-denominated assets during the first nine months of 2002 caused by the devaluation were partially offset by the effects of decreases in U.S. dollar terms of peso-denominated liabilities during the same period. IMPSAT Argentina recorded net income on foreign exchange for the third quarter of 2002 totaling $1.1 million, and net losses on foreign exchange for the first nine months of 2002 totaling $11.7 million. In comparison, IMPSAT Argentina recorded net losses on foreign exchange of $0.6 million and $0.6 million for the same periods during 2001.

      IMPSAT Colombia recorded net income on foreign exchange for the third quarter and first nine months of 2002 totaling $2.9 million and $3.8 million. This compares to net income on foreign exchange of $0.4 million and $1.6 million for the corresponding periods in 2001.

      Reorganization Items. We recorded reorganization items for the three and nine months ended September 30, 2002 of $9.3 million and $15.0 million. The majority of these costs were incurred in connection with the negotiation and formation of our Plan and Chapter 11 filing. These amounts also include the remaining deferred financing costs on our Senior Notes that were expensed during the third quarter of 2002.

      Other Income, Net. We recorded other losses, net, for the three and nine months ended September 30, 2002 of $2.1 million and $3.8 million, as compared to $0.3 million and $0.2 million for the corresponding periods in 2001.

      Benefit from (Provision for) Foreign Income Taxes. We recorded a provision for foreign income taxes of $0.4 million and $1.6 million, for the three and nine months ended September 30, 2002, compared to a

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benefit from foreign income taxes of $0.1 million and a provision for foreign income taxes for $26.4 million for the corresponding periods in 2001. The smaller provision for foreign income taxes during the first three quarters of 2002 compared to the same period in 2001 was principally caused by a one-time valuation allowance made in the second quarter of 2001 totaling approximately $25.5 million (which was required to be recorded because it was not clear that utilization of tax benefits resulting from operating losses and other temporary differences are “more likely than not” to be realized under U.S. GAAP).

      Extraordinary Item. We recorded an extraordinary item of $16.4 million for the nine months ended September 30, 2002. This was primarily attributable to the repurchase at a discount during the second quarter of 2002 of $15.7 million in principal amount of indebtedness, plus accrued interest, owed to an unrelated third party by IMPSAT Argentina through our subsidiary International Satellite Communication Holding Ltd. (a wholly-owned Liechtenstein non-operating subsidiary of the Parent Company, whose principal function is to lease telecommunications capacity from carriers and then sublease this capacity at market rates to our operating subsidiaries).

      Net Loss. For the three and nine months ended September 30, 2002, we incurred a net loss of $92.7 million and $236.8 million, a decrease of $251.6 million (or 73.1%) and $275.4 million (or 53.8%) for same periods in 2001. IMPSAT Argentina recorded net losses of $9.0 million and $57.3 million for the three and nine months ended September 30, 2002, compared to net losses of $121.6 million and $170.0 million for the same periods in 2001.

Liquidity and Capital Resources

      At September 30, 2002, we had total cash, cash equivalents and trading investments of $59.2 million, as compared to $64.9 million as of December 31, 2001 and $55.9 million as of June 30, 2002. At September 30, 2002, our total indebtedness was $1.04 billion (as compared to $992.3 million as of September 30, 2001), of which none represented short-term debt, $282.3 million represented the current portion of long-term debt, $29.2 million represented long-term debt, and $727.5 million represented principal and accrued interest of indebtedness subject to compromise. As discussed above (see discussion under “— Interest Expense, Net”), as a result of our default under our Senior Notes and the Vendor Financing Agreements and the Chapter 11 filing, the Parent Company’s primary obligations under the Senior Notes and certain other accounts payables have been classified as “liabilities subject to compromise,” and the Parent Company’s contingent liability as guarantor under the Vendor Financing Agreements has been classified as current portion of long-term indebtedness. As of November 11, 2002, our indebtedness under the Senior Notes and the Broadband Network Vendor Financing Agreements had an aggregate outstanding principal balance of $650.0 million and $254.4 million, respectively.

      We face significant cash flow and liquidity problems and, as discussed further below, our cash flows and liquidity are insufficient to satisfy all of our obligations. Our company has no material working capital or other debtor-in-possession financing or credit facility under which it may borrow for working capital or other general corporate purposes. Without a successful restructuring of our financial obligations under the Plan, we are unlikely to be able to obtain future debt or equity financing on acceptable terms, or at all. The securities markets are currently not available to us. There can be no assurances that the Plan will be approved by the Bankruptcy Court. If we are unable to secure confirmation of the Plan, our creditors may seek other alternatives for our company, including accepting bids for our company or parts thereof through an auction process or forcing us into a liquidation proceeding under the federal bankruptcy laws.

      Our capital expenditures budget for 2002 contemplates that we will need approximately $18.9 million (reduced from approximately $252.0 million) during the period from December 31, 2001 (including amounts spent to date) through the end of 2002 for capital expenditures.

      As set forth in our consolidated statement of cash flows, our operating activities provided $19.3 million in net cash flow for the nine months ended September 30, 2002, compared to $95.5 million used by operating activities during the same period in 2001. In addition to the decrease in our operating losses discussed above, the increase in cash flow from operating activities in the first nine months of 2002 was primarily due to an increase in accrued and other liabilities of $81.5 million (as compared to a decrease of $1.3 million in the same

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period of 2001); a decrease in deferred revenue of $3.8 million (as compared to an increase of $43.5 million in the same period of 2001). Also, during the first nine months of 2002, an increase in our trade accounts payable of $45.7 million (as compared to an increase of $17.0 million for the same period of 2001) and a decrease in our trade accounts receivable of $14.9 million (compared to an increase of $9.4 million for the first half of 2001), contributed to the increase in net cash flow from operating activities during the period. These changes to our accounts receivable and payable during the first nine months of 2002 reflect actual operating cash flows, as well as changes in the value of those accounts (in U.S. dollar terms) caused by the devaluation of the Brazilian real and the Argentine peso during that period.

      For the first nine months of 2002, we used $9.7 million in net cash flow from investing activities, compared to $98.7 million of net cash flow generated by investing activities during the corresponding period in 2001. The decreased net cash flow from investing activities was principally due to a decrease in our trading investments of $3.2 million during the first nine months of 2002, compared to decrease in our trading investments of $220.2 million during the same period in 2001. During the first nine months of 2002, we used $12.7 million in net cash flows from financing activities. This compares to $5.1 million in net cash flows used in financing activities during the first nine months of 2001.

      At September 30, 2002, we had leased satellite capacity with annual rental commitments of approximately $25.4 million through the year 2006. In addition, at September 30, 2002, we had commitments to purchase telecommunications equipment amounting to approximately $2.3 million. We also have commitments of approximately $63.9 million with respect to purchases of IRUs for undersea submarine fiber optic capacity with which we intend to link our telecommunications networks in our countries of operation with and among each other and other parts of the World. Commitments under contracts with 360networks and Global Crossing totaling $41.4 million and $22.5 million, respectively, constitute this $63.9 million total. Depending on the outcome of our dispute with 360networks (see note 13 to our consolidated financial statements, which appear elsewhere in this Quarterly Report, and the section captioned “Legal Proceedings” in our Quarterly Report on Form 10-Q for the first quarter of 2002, accessible on the SEC’s website at www.sec.gov) and Global Crossing’s ongoing insolvency proceedings, some or all of our liability under these commitments may be canceled or fail to materialize. Furthermore, we had leased from third parties a series of terrestrial links for the provision of data, Internet and telephony services to our clients in the different countries in which we operate. We have committed to long term contracts for the purchase of terrestrial links from third parties in Argentina, Colombia, and the United States for approximately $3.3 million per year through 2006. The remainder of the leases are typically under one-year contracts, the early cancellation of which is subject to a fee.

      The following table sets forth due dates of our contractual obligations:

                                                         
Type of Obligations 2002 2003 2004 2005 2006 Thereafter Total








(in thousands)
Long-term debt(1)
  $ 73,795     $ 56,171     $ 57,762     $ 56,537     $ 52,179     $ 926     $ 297,370  
Liabilities subject to compromise(2)
    727,522                                     727,522  
Capital lease obligations
    756       2,738       2,666       2,971       5,029             14,160  
Operating leases
    21       66       6                         93  
Other long-term obligations
    289       1,321       1,385       546       243       5,625       9,409  
     
     
     
     
     
     
     
 
Total contractual cash obligations
  $ 802,383     $ 60,296     $ 61,819     $ 60,054     $ 57,451     $ 6,551     $ 1,048,554  
     
     
     
     
     
     
     
 

(1)  As discussed above, the Parent Company’s contingent liability as guarantor under the Vendor Financing Agreements, is included in our current portion of long-term indebtedness, which reclassified amounts are not included in this line item as being due in 2002, but instead are set forth based on their originally scheduled contractual due dates.
 
(2)  As discussed elsewhere in this quarterly report, as a result of our default under our Senior notes and the Chapter 11 filing, our “liabilities subject to compromise” are constituted by the Parent Company’s primary obligations under the Senior Notes and certain other accounts payables.

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     The following table illustrates expirations of our commercial commitments as provided in corresponding contracts:

                                                         
Type of Commitments(1) 2002 2003 2004 2005 2006 Thereafter Total








(in thousands)
Lines of credit
                                         
Standby letters of credit
                                         
Guarantees
                                         
Standby repurchase obligations
                                         
Other commercial commitments(2)
  $ 12,099     $ 34,382     $ 31,069     $ 25,078     $ 21,411     $ 36,039     $ 160,078  
     
     
     
     
     
     
     
 
Total commercial commitments
  $ 12,099     $ 34,382     $ 31,069     $ 25,078     $ 21,411     $ 36,039     $ 160,078  
     
     
     
     
     
     
     
 

(1)  Commitments are contractual obligations (other than indebtedness) that could potentially require our performance in the event of demands by third-parties or contingent events.
(2)  This includes commitments to purchase communications and data center equipment and long-term contracts for the purchase of satellite capacity and terrestrial links.
 
Item 3.      Quantitative and Qualitative Disclosures About Market Risk

      The sections below highlight our exposure to interest rate and foreign exchange rate risks and changes in the market values of our investment in equity securities. The analyses presented below are illustrative and should not be viewed as predictive of our future financial performance. Additionally, we cannot assure you that our actual results in any particular year will not differ from the amounts indicated below. However, we believe that these results are reasonable based on our financial instrument portfolio at September 30, 2002 and assuming that the hypothetical interest rate and foreign exchange rate changes used in the analyses occurred during 2002. We do not hold or issue any market risk sensitive instruments for trading purposes.

      Interest Rate Risk. Our cash, cash equivalents and trading investments consist of highly liquid investments with a maturity of less than 360 days. As a result of the short-term nature of these instruments, we do not believe that a hypothetical 10% change in interest rates would have a material impact on our future earnings and cash flows related to these instruments. A hypothetical 10% change in interest rates would also have an immaterial impact on the fair values of these instruments.

      We are exposed to interest rate risk on our floating rate indebtedness, which affects our cost of financing. Our floating rate indebtedness has increased as we have drawn down commitments under our vendor financing agreements to cover capital expenditures, including the Broadband Network. Our actual interest rate is not quantifiable or predictable because of the variability of future interest rates and business requirements. We do not believe such risk is material and we do not customarily use derivative instruments to adjust interest rate risk. As of September 30, 2002, a hypothetical 100 basis point increase in the London Interbank Offered Rate (LIBOR) would adversely affect our annual interest cost related to our floating rate indebtedness by approximately $2.8 million annually.

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Expected Maturity Date

Fair
September 30, 2002 2003 2004 2005 2006 Thereafter Total Value









Senior Notes (fixed rate)(1)
        $ 125,000           $ 300,000             $ 225,000     $ 650,000       —(x )
     
     
     
     
             
     
         
Avg. interest rate
            12.13 %             13.75%               12.38 %     12.96 %        
     
     
     
     
             
     
         
Term Notes (fixed rate)
  $ 21,479     $ 1,509     $ 7,243     $ 7,790     $ 12,685     $ 926     $ 51,632     $ 51,632  
     
     
     
     
     
     
     
     
 
Avg. interest rate
    14.73%       14.73 %     14.73 %     14.73%       14.73 %     14.73 %     14.73 %        
Vendor Financing (variable rate) (1)
  $ 179,783     $ 11,511     $ 22,975     $ 22,877     $ 22,751             $ 259,897     $ 259,897  
     
     
     
     
     
             
     
 
Avg. interest rate
    13.84%       13.84 %     13.84 %     13.84%       13.84 %             13.84 %        
     
     
     
     
     
             
         


(1)  As discussed elsewhere in this quarterly report, we are in default under our Senior Notes and the Vendor Financing Agreements. Accordingly, an aggregate of $727.5 million of our long-term indebtedness has been reclassified as liabilities subject to compromise. None of these reclassified amounts are included in this line item as being due in 2002, but instead are set forth based on their originally scheduled contractual due dates.
 
(2)  Quoted market prices for the Senior Notes are unavailable. Furthermore, in light of our default on the principal and interest on the Senior Notes and Chapter 11 bankruptcy filing, it is not practicable to determine a quoted market rate for same or similar obligations or for management to estimate the fair value of the Senior Notes.

     Foreign Currency Risk. A substantial portion of our costs, including lease payments for certain satellite transponder and fiber optic capacity, purchases of capital equipment, and payments of interest and principal on our indebtedness, is payable in U.S. dollars. To date, we have not entered into hedging or swap contracts to address currency risks because our contracts with our customers generally have provided 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. These contractual provisions are structured to reduce our risk if currency exchange rates fluctuate. However, given that the exchange rate is generally set at the date of invoicing and that in some cases we experience substantial delays in collecting receivables, we are exposed to some exchange rate risk.

      As previously discussed in this Quarterly Report, during January 2002, Argentina abandoned the fixed dollar-to-peso exchange rate and devalued the Argentine peso and, on February 3, 2002, pursuant to the “pesification” decree, the Argentine government announced the mandatory conversion of all foreign currency denominated contractual obligations governed by Argentine law into Argentine pesos at a rate of one Argentine peso to one U.S. dollar. The floating exchange rate at November 11, 2002 was pesos 3.55 = $1.00. These and any further devaluations of the peso have and will adversely affect IMPSAT Argentina’s results of operations and, in turn, our company’s consolidated results of operations and financial condition. Management is currently unable to predict the most likely average or end-of-period peso/dollar exchange rates for 2002 or provide estimates of the impacts that the changes in Argentine laws, the potential impacts of the currency devaluation and other recent events in Argentina could have on our company’s consolidated results of operation and financial condition. There is likely to occur during the remainder of 2002 increases to our consolidated net losses that would result from transaction gains or losses on our peso-denominated monetary assets and liabilities. Also, operating income reductions are likely to result from the potential impacts on our consolidated revenues from services of the conversion to pesos of contract obligations that were previously tied to the dollar. Balance sheet exposures include the reduction to our consolidated stockholders’ equity due to the effects of lower net income on retained earnings. Our management is continuing to assess the impacts that the events in Argentina could have on our consolidated results of operations and financial condition.

      As discussed under “— New Developments and Critical Considerations — Brazil’s Economic Crisis,” In Brazil, the real has devalued by 35% during the third quarter, mostly related to uncertainty surrounding the presidential elections. At June 30, 2002, the real traded at a rate of R$2.83 = $1.00, and at September 30, 2002 it had depreciated to R$3.84 = $1.00. These and prior devaluations have had a negative effect on our real-denominated revenues.

      Pursuant to laws in Brazil, our contracts with customers in Brazil cannot be denominated in dollars or linked to the exchange rate between the Brazilian real and the U.S. dollar. In Brazil, we are permitted to amend the pricing of our services for our long-term telecommunication services contracts with our customers

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annually based on changes in the consumer price index in Brazil for the prior year. In Argentina, obligations that were mandatorily converted to pesos under the “pesification” decree may be adjusted pursuant to the CER, an index rate based on variations in the Argentine consumer price index. These aspects of the laws in Brazil and Argentina do not eliminate the currency exchange risk facing our operations in those countries. Changes in the consumer price indices in Brazil and Argentina may lag or be lower than changes in the exchange rate between the Brazil and Argentine 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. Also, contracts entered into after the “pesification” decree’s enactment that are initially denominated in pesos are not entitled to be adjusted according to the CER or any other consumer price index. Accordingly, our operations in Brazil and Argentina have exposed us, and will increase our exposure, to exchange rate risks.

      Revenues from services from our Argentine operations for the three months ended September 30, 2002 and 2001 represented approximately 24.3% and 41.3% of our total net revenues from services for such periods. Revenues from services from our Brazilian operations for the three months ended September 30, 2002 and 2001 represented approximately 14.4% and 12.8% of our total net revenues from services for such periods. At November 11, 2002, the peso traded at a rate of pesos 3.55 = $1.00. At September 30, 2002 and November 11, 2002, the real traded at a rate of R$3.84 = $1.00 and R$3.63 = $1.00.

 
Item 4.      Disclosure Controls and Procedures

      Under the supervision and with the participation of the Company’s President and Chief Executive Officer, and its Chief Financial Officer (i.e., its principal executive officer and its principal financial officer), management has evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures within 90 days of the filing date of this quarterly report. Based on that evaluation, the President and Chief Executive Officer and the Chief Financial Officer have concluded that these disclosure controls and procedures are effective. There were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date of the evaluation.

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PART II

OTHER INFORMATION

Item 1.     Legal Proceedings

      Not applicable

Item 2.     Changes in Securities

      Not applicable.

Item 3.     Defaults Upon Senior Securities

      Not applicable.

Item 4.     Submission of Matters to a Vote of Security-Holders

      Not applicable.

Item 5.     Other Information

      Not applicable.

Item 6.     Exhibits and Reports on Form 8-K

(a)(1)

Exhibit Index:

     
Exhibit
No. Description


3.1
  Amended and Restated Certificate of Incorporation of the Company (filed on January 14, 2000 as Exhibit No. 3.1 to the Company’s Registration Statement on Form S-1 (No. 333-88389) and incorporated herein by reference).
3.2
  Amended and Restated Bylaws of the Company (filed on January 14, 2000 as Exhibit No. 3.2 to the Company’s Registration Statement on Form S-1 (No. 333-88389) and incorporated herein by reference).
4.1
  Indenture for the Notes Due 2005, dated as of February 16, 2000, among the Company, The Bank of New York, as Trustee and Banque Internationale a Luxembourg (including form of Note) (filed on March 10, 2000 as an exhibit to the Company’s 1999 Annual Report on Form 10K and incorporated herein by reference).
4.2
  Indenture for the Notes due 2008, dated as of June 17, 1998, between the Company and The Bank of New York, as Trustee (including form of Note) (filed on July 21, 1998 as an exhibit to the Company’s Registration Statement on Form S-4 (No. 333-59469) and incorporated herein by reference).
4.3
  Securityholders Agreement dated as of March 19, 1998, among Nevasa Holdings, the Morgan Stanley investors and certain other parties (filed on April 15, 1998, as an exhibit to the Company’s Annual Report on Form 10-K for 1997 and incorporated herein by reference).
4.4
  Supplemental Indenture for the Notes Due 2003 dated as of May 13, 1997 among IMPSAT Corporation, IMPSAT S.A. and The Bank of New York (filed on April 15, 1998 as an exhibit to the Company’s Annual Report on Form 10-K for 1997 and incorporated herein by reference).
4.5
  Indenture for the Notes Due 2003 dated as of July 31, 1996, among the Company, IMPSAT Argentina as Guarantor and the Bank of New York as Trustee (including form of Note) (filed on November 20, 1996 as an exhibit to the Company’s Registration Statement on Form S-4 (No. 333-12977) and incorporated herein by reference).

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Exhibit
No. Description


4.6
  Shareholders Agreement dated as of March 10, 1999 (filed on January 14, 2000 as an exhibit to the Company’s Registration Statement on Form S-1 (No. 333-88389) and incorporated herein by reference).
4.7
  Specimen Stock Certificate (filed on January 14, 2000 as an exhibit to the Company’s Registration Statement on Form S-1 (No. 333-88389) and incorporated herein by reference).
4.8
  Form of Stockholder Rights Plan Agreement between the Company and The Bank of New York, as Rights Agent (filed on June 21, 2000 as an exhibit to the Company’s Registration Statement on Form S-4 (No. 333-34954) and incorporated herein by reference).
4.9
  Certificate of Designations dated as of June 7, 2000 (filed on June 21, 2000 as an exhibit to the Company’s Registration Statement on Form S-4 (No. 333-34954) and incorporated herein by reference).
9.1
  1998 Stock Option Plan (filed on March 31, 1999 as an exhibit to the Company’s 1998 Annual Report on Form 10-K and incorporated herein by reference).
9.2
  1999 Stock Option Plan (filed on January 14, 2000 as an exhibit to the Company’s Registration Statement on Form S-1 (No. 333-88389) and incorporated herein by reference).
10.1†
  Global Crossing Framework Agreement (filed on October 4, 1999 as an exhibit to the Company’s Registration Statement on Form S-1 (No. 333-88389) and incorporated herein by reference).
10.2†
  Turnkey Backhaul Construction and IRU Agreement between IMPSAT Brazil and South American Crossing, Ltd. (Rio de Janeiro), dated as of February 17, 2000 (filed on April 17, 2000 as an exhibit to the Company’s Registration Statement on Form S-4 (No. 333-34954) and incorporated herein by reference). In accordance with Instruction 2 to Item 601 of Regulation S-K, the following agreement was not filed as an exhibit because it is substantially identical in all material respects to Exhibit 10.2: Turnkey Backhaul Construction and IRU Agreement between IMPSAT Brazil and South American Crossing, Ltd. (São Paolo), dated as of February 17, 2000.
10.3†
  Turnkey Project Agreement between IMPSAT Argentina and Nortel Networks (filed on October 4, 1999 as an exhibit to the Company’s Registration Statement on Form S-1 (No. 333-88389) and incorporated herein by reference). In accordance with Instruction 2 to Item 601 of Regulation S-K, the following agreement was not filed as an exhibit because it is substantially identical in all material respects to Exhibit 10.3: Turnkey Project Agreement between IMPSAT Brazil and Nortel.
10.4†
  TAC Turnkey Construction and IRU Agreement among IMPSAT Argentina, IMPSAT Chile and South American Crossing Ltd. (filed on October 4, 1999 as an exhibit to the Company’s Registration Statement on Form S-1 (No. 333-88389) and incorporated herein by reference).
10.5†
  Capacity Commitment Agreement dated as of November 10, 2000, between South American Crossing Ltd. and IMPSAT Fiber Networks, Inc. (filed on March 30, 2001, as an exhibit to the Company’s Annual Report on Form 10-K for 2000 and incorporated herein by reference).
10.6†
  Capacity Purchase Agreement dated as of November 10, 2000, between Global Crossing Bandwidth, Inc. and International Satellite Communication Holding Ltd. (filed on March 30, 2001, as an exhibit to the Company’s Annual Report on Form 10-K for 2000 and incorporated herein by reference).
10.7†
  Capacity IRU Agreement dated as of February 15, 2001, by and between 360americas network (Bermuda) Ltd. and IMPSAT Fiber Networks, Inc. (filed on May 15, 2001 as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2001 and incorporated herein by reference).

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Exhibit
No. Description


10.8†
  IRU Fiber Agreement (Argentina) dated as of February 15, 2001, by and between IMPSAT S.A. (Argentina) and 360networks de Argentina S.R.L. (filed on May 15, 2001 as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2001 and incorporated herein by reference). In accordance with Instruction 2 to Item 601 of Regulation S-K, the following agreement was not filed as an exhibit because it is substantially identical in all material respects to Exhibit 10.8: IRU Fiber Agreement (Brazil) dated as of February 15, 2001, by and between IMPSAT Brazil and 360networks do Brasil Ltda.
10.9†
  Service Agreement dated as of February 15, 2001, by and between IMPSAT Brazil and 360networks do Brasil Ltda. (filed on May 15, 2001 as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2001 and incorporated herein by reference).
10.10
  Master Loan Agreement dated as of June 6, 2001 among Harris Canada, Inc. and the Company, IMPSAT Argentina, IMPSAT Brazil, IMPSAT Colombia, IMPSAT Ecuador, and IMPSAT Venezuela (filed on August 16, 2001 as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2001 and incorporated herein by reference).
10.11
  Amended and Restated Financing Agreement between IMPSAT Argentina and Nortel Networks (filed on August 16, 2001 as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2001 and incorporated herein by reference). In accordance with Instruction 2 to Item 601 of Regulation S-K, the following agreement was not filed as an exhibit because it is substantially identical in all material respects to Exhibit 10.11: Amended and Restated Financing Agreement between IMPSAT Brazil and Nortel Networks.
21.1
  List of subsidiaries of the registrants (incorporated by reference to the “Business — General” section of the Company’s Annual Report on Form 10-K for 2001 and incorporated herein by reference).
99.1
  Certification by the Company’s Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Filed herewith.
99.2
  Certification by the Company’s Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Filed herewith.
99.3
  Certification by IMPSAT Argentina’s principal executive officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Filed herewith.
99.4
  Certification by IMPSAT Argentina’s principal financial officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Filed herewith.


†  Confidential treatment requested as to certain portions, which portions were omitted and filed separately with the Commission.

(a)(2) List of Schedules. All schedules for which provision is made in the applicable accounting regulations of the Commission are omitted because they are not applicable, or the information is included in the financial statements included herein.

(b) Reports on Form 8-K. None.

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SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrants have duly caused this report to be signed on their behalf by the undersigned thereunto duly authorized, in the City of Buenos Aires in the Republic of Argentina, in the capacities and on the dates indicated.

  IMPSAT Fiber Networks, Inc.

  By:  /s/ HÉCTOR ALONSO
 
  Héctor Alonso
  Chief Financial Officer
 
  Date: November 14, 2002
 
  IMPSAT S.A.

  By:  /s/ JORGE PATERNOSTRO
 
  Jorge Paternostro
  Chief Accounting Officer
 
  Date: November 14, 2002

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CERTIFICATIONS

Chief Executive Officer Certification pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002

I, Ricardo Verdaguer, certify that:

  1.  I have reviewed this quarterly report on Form 10-Q of IMPSAT Fiber Networks, Inc. (“registrant”);
 
  2.  Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
 
  3.  Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
 
  4.  The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

  a)  designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
 
  b)  evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and
 
  c)  presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

  5.  The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

  a)  all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
 
  b)  any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

  6.  The registrant’s other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

  /s/ RICARDO VERDAGUER

  Ricardo A. Verdaguer
  President and Chief Executive Officer

November 14, 2002

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Chief Financial Officer Certification pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002

I, Héctor Alonso, certify that:

  1.  I have reviewed this quarterly report on Form 10-Q of IMPSAT Fiber Networks, Inc. (“registrant”);
 
  2.  Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
 
  3.  Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
 
  4.  The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

  a)  designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
 
  b)  evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and
 
  c)  presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

  5.  The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

  a)  all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
 
  b)  any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

  6.  The registrant’s other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

  /s/ HÉCTOR ALONSO

  Héctor Alonso
  Chief Financial Officer

November 14, 2002

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Principal Executive Officer Certification pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002

I, Marcelo Girotti, certify that:

  1.  I have reviewed this quarterly report on Form 10-Q of IMPSAT S.A. (“co-registrant”);
 
  2.  Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
 
  3.  Based on my knowledge, the financial statements, and other financial information of the co-registrant included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the co-registrant as of, and for, the periods presented in this quarterly report;
 
  4.  The co-registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the co-registrant and we have:

  a)  designed such disclosure controls and procedures to ensure that material information relating to the co-registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
 
  b)  evaluated the effectiveness of the co-registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and
 
  c)  presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

  5.  The co-registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the co-registrant’s auditors and the audit committee of co-registrant’s board of directors (or persons performing the equivalent function):

  a)  all significant deficiencies in the design or operation of internal controls which could adversely affect the co-registrant’s ability to record, process, summarize and report financial data and have identified for the co-registrant’s auditors any material weaknesses in internal controls; and
 
  b)  any fraud, whether or not material, that involves management or other employees who have a significant role in the co-registrant’s internal controls; and

  6.  The co-registrant’s other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

  /s/ MARCELO GIROTTI

  Marcelo Girotti
  Regional Manager and Chairman of the Board

November 14, 2002

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Principal Financial Officer Certification pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002

I, Jorge Paternostro, certify that:

  1.  I have reviewed this quarterly report on Form 10-Q of IMPSAT S.A. (“co-registrant”);
 
  2.  Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
 
  3.  Based on my knowledge, the financial statements, and other financial information of the co-registrant included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the co-registrant as of, and for, the periods presented in this quarterly report;
 
  4.  The co-registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the co-registrant and we have:

  a)  designed such disclosure controls and procedures to ensure that material information relating to the co-registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
 
  b)  evaluated the effectiveness of the co-registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and
 
  c)  presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

  5.  The co-registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the co-registrant’s auditors and the audit committee of co-registrant’s board of directors (or persons performing the equivalent function):

  a)  all significant deficiencies in the design or operation of internal controls which could adversely affect the co-registrant’s ability to record, process, summarize and report financial data and have identified for the co-registrant’s auditors any material weaknesses in internal controls; and
 
  b)  any fraud, whether or not material, that involves management or other employees who have a significant role in the co-registrant’s internal controls; and

  6.  The co-registrant’s other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

  /s/ JORGE PATERNOSTRO

  Jorge Paternostro
  Chief Accounting Officer

November 14, 2002

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