<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K/A
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
Date of Report: June 25, 1999
VERSATEL TELECOM INTERNATIONAL N.V.
(Exact name of Registrant as specified in its charter)
Paalbergweg 36
1105 BV Amsterdam-Zuidoost
The Netherlands
(Address of principal executive offices)
Indicate by check mark whether the registrant files
or will file annual reports under cover Form
20-F or Form 40-F.
Form 20-F X Form 40-F
--- ---
Indicate by check mark whether the registrant by furnishing
the information contained in this Form is also thereby
furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities
Exchange Act of 1934.
Yes No X
--- ---
If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82- N/A
<PAGE> 2
VERSATEL TELECOM INTERNATIONAL N.V.
FORM 6-K/A
ITEM 5. OTHER INFORMATION
On June 11, 1999, VersaTel Telecom International N.V. (the "Company "),
through its subsidiary VersaTel Telecom Europe B.V., acquired Svianed B.V., the
third largest provider of data services in The Netherlands.
On June 21, 1999, and June 22, 1999 VersaTel filed on Form 6-K certain
pro forma financial information giving effect to the acquisition of Svianed by
VersaTel. The pro forma financial information contained herein corrects and
supercedes previously filed pro forma financial information.
UNAUDITED PRO FORMA FINANCIAL INFORMATION OF VERSATEL
The following unaudited pro forma financial information of VersaTel has
been prepared in accordance with U.S. GAAP and is derived from the historical
financial statements of VersaTel and Svianed. The unaudited pro forma statement
of operations data for the year ended December 31, 1998 give effect to the
acquisition of Svianed and the incurrence of certain interim loans incurred in
connection with such acquisition (the "Transactions") as if they had occurred on
January 1, 1998. The unaudited pro forma statement of operations data for the 3
months ended March 31, 1999 give effect to the Transactions as if they had
occurred on January 1, 1999. The unaudited pro forma balance sheet data as of
March 31, 1999 give effect to the Transactions as if they had occurred on such
date. The unaudited pro forma financial information is presented for
illustrative purposes only and is not necessarily an indication of the results
that would have been achieved had such transactions been consummated as of the
dates indicated or that may be achieved in the future.
<PAGE> 3
VERSATEL TELECOM INTERNATIONAL N.V.
UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1998
(IN THOUSANDS, EXCEPT FOR SHARE AND PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
HISTORICAL PRO FORMA
-------------------- -------------------------------------
VERSATEL SVIANED ADJUSTMENTS COMBINED
---------- ------- ----------- -----------------------
NLG NLG NLG NLG $(1)
<S> <C> <C> <C> <C> <C>
REVENUES........................ 39,561 56,683 96,244 47,178
OPERATING EXPENSES:
Cost of revenues, excluding
depreciation and
amortization............... 31,821 26,878 58,699 28,774
Selling, general and
administrative............. 47,733 11,890 59,623 29,227
Depreciation and
amortization............... 6,473 8,751 35,208(2) 50,432 24,722
---------- ------ ---------- ----------
Total operating expenses...... 86,027 47,519 168,754 82,723
---------- ------ ---------- ----------
Operating result................ (46,466) 9,164 (72,510) (35,545)
OTHER INCOME (EXPENSES):
Foreign currency exchange
gains (losses), net........ 5,146 -- 5,146 2,522
Interest income............... 11,857 85 11,942 5,854
Interest expense -- third
parties.................... (37,522) (435) (43,554)(3) (81,511) (39,956)
Interest expense -- related
parties.................... (145) -- (145) (71)
---------- ------ ---------- ----------
Total other income
(expense).................. (20,664) (350) (64,568) (31,651)
---------- ------ ---------- ----------
Net result before income
taxes......................... (67,130) 8,814 (137,078) (67,196)
PROVISION FOR INCOME TAXES...... 7 3,085 (3,085)(4) 7 3
---------- ------ ---------- ----------
Net result................. (67,137) 5,729 (137,085) (67,199)
========== ====== ========== ==========
NET RESULT PER SHARE (Basic and
Diluted)(5)................... (2.06) (4.20) (2.06)
Weighted average number of
shares outstanding(5)......... 32,622,194 32,622,194 32,622,194
</TABLE>
- -------------------------
(1) Solely for the convenience of the reader, Dutch guilder amounts have been
translated into U.S. dollars at the Noon Buying Rate on March 31, 1999 of
NLG 2.04 per $1.00.
(2) Reflects the amortization, over the current period, of goodwill. Goodwill
reflects the excess of the acquisition price of Svianed over the fair value
of assets and liabilities of Svianed. The book value of tangible assets
acquired and liabilities assumed are assumed to approximate fair value. The
excess of the purchase price over the fair value of tangible assets acquired
and liabilities assumed was allocated to assets acquired based on
management's best estimate, based on discussion with the Company's advisers
and preliminary analysis of available financial and non-financial data of
the fair values of such assets.
<TABLE>
<CAPTION>
NLG '000
<S> <C>
Total purchase price (including NLG 5,370 of acquisition costs)...... (363,370)
Fair value of tangible assets acquired and liabilities assumed....... 11,288
--------
Goodwill recorded on acquisition......................................(352,082)
</TABLE>
The above goodwill calculation is based on the fair value of assets and
liabilities as if they had been acquired on January 1, 1998. Recorded goodwill
will be adjusted by management to reflect the change in net assets and
liabilities that may arise (for example, as a result of normal trading) between
January 1, 1998 and the acquisition of Svianed. Goodwill is amortized over a
period of 10 years.
(3) Interest expense reflects (i) NLG 32.1 million of interest expense relating
to the Interim Loans (calculated using an assumed interest rate of 10.5% per
annum) and (ii) NLG 11.4 million of amortization expense relating to
amortization of the deferred financing costs incurred in connection with
the acquisition of Svianed.
(4) Assumes that VersaTel and Svianed would file a consolidated tax return for
the year ended December 31, 1998.
(5) As adjusted to give effect to a 2-for-1 stock split on April 13, 1999.
Includes 130,000 ordinary shares approved for issuance by our shareholders
in connection with the acquisition of CS Net.
3
<PAGE> 4
VERSATEL TELECOM INTERNATIONAL N.V.
UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 1999
(IN THOUSANDS, EXCEPT FOR SHARE AND PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
HISTORICAL PRO FORMA
-------------------- -------------------------------------
VERSATEL SVIANED ADJUSTMENTS COMBINED
---------- ------- ----------- -----------------------
NLG NLG NLG NLG $(1)
<S> <C> <C> <C> <C> <C>
REVENUES......................... 15,501 15,579 31,080 15,235
OPERATING EXPENSES:
Cost of revenues, excluding
depreciation and
amortization................ 12,485 6,628 19,113 9,369
Selling, general and
administrative.............. 20,179 3,734 23,913 11,722
Depreciation and
amortization................ 3,084 2,472 8,784(2) 14,340 7,029
---------- ------ ---------- ----------
Total operating expenses......... 35,748 12,834 57,336 28,120
---------- ------ ---------- ----------
Operating result................. (20,247) 2,745 (26,286) (12,885)
OTHER INCOME (EXPENSES):
Foreign currency exchange gains
(losses), net............... (40,283) -- (40,283) (19,747)
Interest income................ 6,043 26 6,069 2,975
Interest expense -- third
parties..................... (23,895) (138) (10,889)(3) (34,922) (17,118)
Interest expense -- related
parties..................... -- -- -- --
---------- ------ ---------- ----------
Total other income
(expenses)................ (58,135) (112) (69,136) (33,890)
---------- ------ ---------- ----------
Net result before income taxes... (78,382) 2,633 (95,422) (46,775)
PROVISION FOR INCOME TAXES....... -- 921 (921)(4) -- --
---------- ------ ---------- ----------
Net result.................. (78,382) 1,712 (95,422) (46,775)
========== ====== ========== ==========
NET LOSS PER SHARE (Basic and
Diluted)(5)................. (2.01) (2.45) (1.20)
Weighted average number of
shares outstanding(5)....... 38,984,810 38,984,810 38,984,810
</TABLE>
- -------------------------
(1) Solely for the convenience of the reader, Dutch guilder amounts have been
translated into U.S. dollars at the Noon Buying Rate on March 31, 1999 of
NLG 2.04 per $1.00.
(2) Reflects the amortization, over the current period, of goodwill. Goodwill
reflects the excess of the acquisition price of Svianed over the fair value
of assets and liabilities of Svianed. The book value of tangible assets
acquired and liabilities assumed are assumed to approximate fair value.
The excess of the purchase price over the fair value of tangible assets
acquired and liabilities assumed was allocated to assets acquired based on
management's best estimate, based on discussion with the Company's advisers
and preliminary analysis of available financial and non-financial data, of
the fair values of such assets.
<TABLE>
<CAPTION>
NLG '000
--------
<S> <C>
Total purchase price (including NLG 5,370 of
acquisition costs.................................. (363,370)
Fair value of tangible assets acquired and
liabilities assumed................................ 12,017
--------
Goodwill recorded on acquisition.................... (351,353)
========
</TABLE>
The above goodwill calculation is based on the fair value of assets and
liabilities as if they had been acquired at January 1, 1999. Recorded
goodwill will be adjusted by management to reflect the change in net assets
and liabilities that may arise (for example, as a result of normal trading)
between January 1, 1999 and the acquisition of Svianed. Goodwill is
amortized over a period of 10 years.
(3) Interest expense reflects (i) NLG 8.0 million of interest expense relating
to the Interim Loans (calculated using an assumed interest rate of 10.5%
per annum) and (ii) NLG 2.9 million of amortization expense relating to
amortization of the deferred financing costs incurred in connection with
the acquisition of Svianed.
(4) Assumes that VersaTel and Svianed would file a consolidated tax return for
the year ended December 31, 1999.
(5) As adjusted to give effect to a 2-for-1 stock split on April 13, 1999.
Includes 130,000 ordinary shares approved for issuance by our shareholders
in connection with the acquisition of CS Net.
4
<PAGE> 5
VERSATEL TELECOM INTERNATIONAL N.V.
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEETS
AS OF MARCH 31, 1999
(IN THOUSANDS, EXCEPT FOR SHARE AND PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
HISTORICAL PRO FORMA
------------------- ------------------------------------
VERSATEL SVIANED ADJUSTMENTS COMBINED
-------- ------- ----------- ---------------------
NLG NLG NLG NLG $(1)
<S> <C> <C> <C> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents................... 329,551 5,318 (68,794)(2) 266,075 130,429
Restricted cash, current portion............ 94,201 -- 94,201 46,177
Accounts receivable less allowance for
doubtful accounts........................ 11,001 12,218 23,219 11,382
Inventory................................... 2,992 397 3,389 1,661
Other current assets........................ 17,439 2,976 11,424(3) 31,839 15,608
-------- ------ --------- --------
Total current assets..................... 455,184 20,909 418,723 205,257
Fixed Assets:
Property and Equipment, net................. 41,766 20,427 62,193 30,487
Construction in Progress.................... 92,205 -- 92,205 45,199
-------- ------ --------- --------
Total fixed assets....................... 133,971 20,427 154,398 75,686
Restricted cash, net of current portion....... 135,614 -- 135,614 66,477
Capitalized finance costs, net................ 28,000 -- 28,000 13,725
Goodwill...................................... 4,354 -- 349,641(4) 353,995 173,527
Deferred tax assets........................... -- 158 158 77
-------- ------ --------- --------
Total assets............................. 757,123 41,494 1,090,888 534,749
======== ====== ========= ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable............................ 50,556 4,390 54,946 26,935
Due to related parties...................... -- 4,759 4,759 2,333
Accrued liabilities......................... 70,413 6,630 77,043 37,766
Deferred income............................. -- 1,536 1,536 753
Current portion of long term debt........... -- 2,500 2,500 1,225
Current portion of capital lease
obligations.............................. 71 -- 71 35
Interim Financing........................... -- -- 306,000(5) 306,000 150,000
-------- ------ --------- --------
Total current liabilities................ 121,040 19,815 446,855 219,047
Deferred Income, net of current portion.......
Capital Lease Obligations, net of current
portion..................................... 23 -- 23 11
Long Term Liabilities......................... 670 -- 670 328
Long Term Debt (13 1/4% Senior Notes)......... 747,845 -- 747,845 366,591
Long Term Debt less of current portion........ -- 7,500 7,500 3,676
Pension obligation............................ -- 450 450 221
Shareholders' Equity:
Share capital................................. 1,949 5,000 (5,000)(6) 1,949 955
Additional paid-in capital.................... 51,112 -- 51,112 25,055
Warrants...................................... 5,212 -- 5,212 2,555
Retained earnings (accumulated deficit)....... (170,728) 8,729 (8,729)(6) (170,728) (83,690)
-------- ------ --------- --------
Total shareholders' equity............... (112,455) 13,729 (112,455) (55,125)
-------- ------ --------- --------
Total liabilities and shareholders'
equity.............................. 757,123 41,494 1,090,888 534,749
======== ====== ========= ========
</TABLE>
- -------------------------
(1) Solely for the convenience of the reader, Dutch guilder amounts have been
translated into U.S. dollars at the Noon Buying Rate on March 31, 1999 of
NLG 2.04 per $1.00.
(2) Reflects the difference between the amount paid for Svianed and the amount
borrowed under the interim loans, net of NLG 16.8 million of transaction
costs associated with the acquisition of Svianed and the incurrence of the
Interim Loans.
(3) Capitalized financing costs associated with the acquisition of Svianed.
(4) Goodwill reflects the excess of the acquisition price of Svianed over the
fair value of assets and liabilities of Svianed. The book value of tangible
assets acquired and liabilities assumed are assumed to approximate fair
value. The excess of the purchase price over the fair value of tangible
assets acquired and liabilities assumed was allocated to assets acquired
based on management's best estimate, based on discussion with the Company's
advisers and preliminary analysis of available financial and non-financial
data, of the fair values of such assets.
<TABLE>
<CAPTION>
NLG '000
--------
<S> <C>
Total purchase price (including NLG 5,370 of acquisition costs).............. (363,370)
Fair value of tangible assets acquired and liabilities assumed.............. 13,729
---------
Goodwill recorded on acquisition............................................ (349,641)
=========
</TABLE>
The above goodwill calculation is based on the fair value of assets and
liabilities as if they had been acquired at March 31, 1999. Recorded
goodwill will be adjusted by management to reflect the change in net assets
and liabilities that may arise (for example, as a result of normal trading)
between March 31, 1999 and the acquisition of Svianed.
(5) Reflects $150,000,000 in aggregate principal amount of interim loans made by
Lehman Commercial Paper Inc. and ING (U.S.) Capital, LLC, on June 11, 1999
to finance the acquisition of Svianed. This amount has been converted to
Dutch guilders at the rate of $1.00 = NLG 2.04.
(6) To eliminate the shareholders' equity of Svianed.
5
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized, on June 25, 1999.
VersaTel Telecom International N.V.
By: /s/ RAJ RAITHATHA
-------------------------------
Raj Raithatha
Chief Financial Officer
25
