FORM 10-QSB/A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
QUARTERLY REPORT UNDER SECTION 13 OR 15(D)
OF THE SECURITIES AND EXCHANGE ACT OF 1934
---------------------------------
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1996 AS AMENDED.
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE TRANSITION PERIOD FROM ______ TO ______.
Commission file number 0-25194
INTERAMERICAS COMMUNICATIONS CORPORATION
(Exact name of registrant as specified in its charter)
TEXAS 87-0464860
(State of Incorporation) (IRS Employer Identification)
1221 Brickell Ave.
Suite 900
Miami, FL 33131 33149
(Address of principal executive office) (Zip Code)
Registrant's telephone number:
(305) 361-8484
Indicate by check mark whether the registrant (1) filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the past 12 months (or for such shorter period that the registrant was required
to file such reports),
YES X NO
--- ---
and (2) has been subject to such filing requirements for the past 90 days.
YES X NO
--- ---
State the number of shares outstanding of each of the issuer's classes of common
equity, as of October 31, 1996 - 16,152,518 Shares.
During August 1998 the Company has restated its December 31, 1997 and 1996
annual financial statements and second and third quarter 1996 and all 1997
quarterly unaudited financial statements to reflect the effect of revising the
price per share of Company common stock issued in connection with the May 1996
acquisition of Resetel from $2.25 to $5.99 per share. The revised price per
share is based on the average closing price of the Company's common stock for
the period of 14 days before and after the date the terms of the acquisition
were announced. The previously recorded purchase price was based on the
Company's March 1996 private placement.
NOTE: Page 1 of 15 Sequentially numbered pages
<PAGE>
INTERAMERICAS COMMUNICATIONS CORPORATION
INDEX
Part I. Financial Information
Item 1. Financial Statements: Page
----
Balance Sheet - September 30, 1996
and December 31, 1995.......................................................3
Statement of Operations - Three Months
ended September 30, 1996 and 1995...........................................4
Statement of Operations - Nine Months
ended September 30, 1996 and 1995...........................................5
Statement of Cash Flows - Nine Months ended
September 30, 1996 and 1995.................................................6
Notes to Financial Statements.................................................7
Item 2. Management's Discussion and Analysis of Results
of Operations, Financial Conditions and
Liquidity of Capital Resources........................................7
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K.....................................14
2
<PAGE>
INTERAMERICAS COMMUNICATIONS CORPORATION
BALANCE SHEET (UNAUDITED)
<TABLE>
<CAPTION>
COMBINED COMBINED
CONSOLIDATED COMSOLIDATED
SEPTEMBER 30, DECEMBER 31,
1996 1995
(UNAUDITED) (AUDITED)
(AS RESTATED)
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents $ 2,505,695 $ 57,000
Acounts Receivable 207,836 8,000
Other Receivables 79,136 7,000
Inventory 125,169 --
Prepaid Expenses 193,733 119,000
Due from Related Parties 9,680 93,000
Other Currents Assets 14,394 4,000
------------ ------------
Total Current Assets 3,135,643 288,000
------------ ------------
Property and equipment, net 2,923,067 2,885,000
Intangible Assets, net 9,306,269 1,166,000
Due from Related Parties 521,639 --
Other Assets 17,030 8,000
------------ ------------
12,768,005 4,059,000
------------ ------------
TOTAL ASSETS $ 15,903,648 $ 4,347,000
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Short Term Bank Credit Line $ 32,564 $ --
Accounts Payable - Related Parties -- 698,000
Accounts Payable - Other 380,492 423,000
Accrued Expenses 91,967 536,000
Note Payable - Related Parties -- 634,000
Note Payable - Other 1,137 1,013,000
Lease obligation - Current 177,239 11,000
Other Current Liabilities 28,199 --
------------ ------------
Total Current Liabilities 711,598 3,315,000
Lease Obligation - less current portion 207,257 210,000
Deferred Income Taxes 152,000 152,000
------------ ------------
Total Liabilities 1,070,855 3,677,000
------------ ------------
Stockholders' Equity:
Preferred Stock, $.001 par value
Authorized 10,000,000 shares
None issued -- --
Common Stock, $.001 par value,
Authorized 50,000,000 shares
16,152,518 issued and outstanding 16,152 12,000
Additional Paid in Capital 23,236,104 6,153,000
Cumulative Translation Adjustment 87,400 30,000
Accumulated Deficit (8,506,863) (5,525,000)
------------ ------------
Total Stockholders' Equity 14,832,793 670,000
------------ ------------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 15,903,648 $ 4,347,000
============ ============
</TABLE>
3
<PAGE>
INTERAMERICAS COMMUNICATIONS CORPORATION
STATEMENT OF OPERATIONS (UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
SEPTEMBER 30,
--------------------------------------------
1996 1995
(AS RESTATED)
----------- ---------------
<S> <C> <C>
SALES $ 363,670 $ 112,027
COST OF SALES 245,073 69,397
------------ ------------
GROSS PROFIT 118,597 42,630
------------ ------------
EXPENSES:
GENERAL AND ADMINISTRATIVE 1,382,555 573,712
------------ ------------
TOTAL EXPENSES 1,382,555 573,712
------------ ------------
LOSS FROM OPERATIONS (1,263,958) (531,082)
INTEREST INCOME 22,515
INTEREST EXPENSE (17,878) (47,633)
FOREIGN EXCHANGE TRANSACTIONS - NET (10,793)
------------ ------------
NET LOSS $ (1,270,114) $ (578,715)
============ ============
NET LOSS PER SHARE $ (0.08) $ (0.04)
============ ============
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 16,152,518 11,951,685
============ ============
</TABLE>
4
<PAGE>
INTERAMERICAS COMMUNICATIONS CORPORATION
STATEMENT OF OPERATIONS (UNAUDITED)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
---------------------------------------------
1996 1995
(AS RESTATED)
------------- ----------------
<S> <C> <C>
SALES $ 476,591 $ 219,027
COST OF SALES 618,276 335,397
------------ ------------
GROSS PROFIT (141,685) (116,370)
------------ ------------
EXPENSES:
GENERAL AND ADMINISTRATIVE 2,769,077 1,429,712
------------ ------------
TOTAL EXPENSES 2,769,077 1,429,712
------------ ------------
LOSS FROM OPERATIONS (2,910,762) (1,546,082)
INTEREST INCOME 36,274
INTEREST EXPENSE (95,815) (47,633)
FOREIGN EXCHANGE TRANSACTIONS - NET (10,793)
------------ ------------
NET LOSS $ (2,981,096) $ (1,593,715)
============ ============
NET LOSS PER SHARE $ (0.21) $ (0.17)
============ ============
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 14,345,509 9,579,784
============ ============
</TABLE>
5
<PAGE>
INTERAMERICAS COMMUNICATIONS CORP.
STATEMENT OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
---------------------------------
1996 1995
(AS RESTATED)
-------------- -------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
NET LOSS $ (2,981,096) $ (1,593,715)
ADJUSTMENTS TO RECONCILE LOSS TO CASH
PROVIDED/USED FROM OPERATING
ACTIVITIES:
AMORTIZATION 313,078
DEPRECIATION EXPENSE 518,220 186,382
CHANGES IN ASSETS AND LIABILITIES:
(INCREASE) DECREASE IN ACCOUNTS RECEIVABLE (271,972) (83,252)
(INCREASE) DECREASE IN OTHER CURRENT ASSETS (126,976) 71,157
INCREASE (DECREASE) IN OTHER CURRENT LIABILITIES 28,199 228,366
(INCREASE) DECREASE IN ACCOUNTS PAYABLE
AND ACCRUED EXPENSES (950,433) (488,930)
----------- -----------
NET CASH (USED) BY OPERATING ACTIVITIES (3,470,980) (1,679,992)
CASH FLOWS FROM INVESTING ACTIVITIES:
ACQUISITION OF PROPERTY AND EQUIPMENT (334,124) (722,245)
ACQUISITION OF HEWSTER, S.A (1,500,000)
ACQUISITION OF OTHER INTANGIBLES (28,192)
ACQUISITION/DISPOSAL OTHER ASSETS 43,966 52,000
----------- -----------
NET CASH (USED) BY INVESTING ACTIVITIES (1,818,350) (670,245)
----------- -----------
CASH FLOWS FORM FINANCING ACTIVITIES:
SALE OF COMMON STOCK 1,939 6,000
SHORT TERM LINE OF CREDIT 32,564
REPAYMENT OF NOTES PAYABLE (1,029,612) 195,000
CAPITAL CONTRIBUTIONS 7,443,437 2,089,000
NET PROCEEDS FROM ISSUANCE
OF NOTES PAYABLE 1,232,800
STOCKHOLDER LOAN 30,000
----------- -----------
NET CASH PROVIDED BY FINANCING ACTIVITIES 7,681,128 2,320,000
----------- -----------
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS 2,391,798 (30,237)
EFFECT OF EXCHANGE RATE CHANGES ON CASH 56,897 (77,000)
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 57,000 114,000
----------- -----------
CASH AND CASH EQUIVALENTS AT
END OF PERIOD $ 2,505,695 $ 6,763
=========== ===========
SUPPLEMENTAL SCHEDULE OF NON-CASH
FINANCING ACTIVITIES
CONVERSION OF NOTES PAYABLE TO EQUITY $ 751,827
=========== ===========
</TABLE>
6
<PAGE>
PART I
FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
Notes to Financial Statements (Unaudited)
The Consolidated Balance Sheet as of September 30, 1996, the
Consolidated Statements of Income for the nine months and three months ended
September 30, 1996 and September 30, 1995 and the Consolidated Statements of
Cash Flows for the nine months ended September 30, 1996 and September 30, 1995,
have all been prepared without audit. In the opinion of management, all
adjustments necessary to present fairly the financial position and results of
operations for the periods presented, have been made.
Certain information and footnote disclosure normally included in
financial statements prepared in accordance with generally accepted accounting
principles has been omitted. It is suggested that these condensed consolidated
financial statements and notes be read in conjunction with the financial
statements and notes therein included in Form 10-K - Annual Report Under Section
13 or 15(d) of the Securities Exchange Act of 1934 for the year ended December
31, 1995.
Amended Quarterly Financial Information
During August 1998, the Company restated its financial statements to
reflect the effect of revising the price per share of Company common stock
issued in connection with the May 1996 acquisition of Resetel from $2.25 to
$5.99 per share. The revised price per share is based on the average closing
price of the Company's common stock for the period of 14 days before and after
the date the terms of the acquisition were announced. The previously recorded
purchase price was based on the Company's March 1996 private placement. The
effect of the change in price per share increased the reported purchase price
from approximately $2,800 to $7,500.
During October 1997 and August 1998 the Company amended certain
financial information as reported on its September 30, 1996 Form 10-QSB. A
summary of the original and amended unaudited financial information and a
description of the related impact of the Company's statement of operations
follows:
($000's)
NINE MONTHS
ENDED
SEPTEMBER 30,
1996
-------------
Revenues ................................. $ 477
Loss from Operations ..................... (2,911)
Net loss, as amended ..................... $(2,981)
=======
Net basic and diluted loss per
share, as amended ....................... $ (0.21)
=======
General and administrative
expenses ................................ 247 (a)
Depreciation expense ..................... 240 (a)
Interest expense ......................... 36 (a)
Amortization expenses .................... 122 (b)
-------
Net loss, as originally reported ......... $(2,336)
=======
Net basic and diluted loss per
share, as originally reported ........... $(0.16)
=======
- ----------------
(a) Reflects (i) adjustment identified in the fourth quarter of 1996 to provide
depreciation on assets placed in use during the first quarter of 1996,
for which depreciation initially had not commenced until the second
quarter of 1996 and (ii) adjustments for various expenses and costs
identified by the Company in the fourth quarter of 1996 as relating to
earlier 1996 quarters.
(c) Reflects the quarterly effect of the Resetel purchase price described in
the introductory language to the table above.
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
The following discussion should be read in conjunction with the
condensed consolidated financial statements and notes thereto. Throughout this
document, InterAmericas Communications Corporation ("ICCA"), Hewster Chile, S.A.
formerly Hewster Servicios Intermedios, S.A. ("HSI"), VISAT Telecomunicaciones,
S.A. ("VISAT") and the newly acquired Red de Servicios Empresariales de
Telecomunicaciones ("RESETEL") are collectively referred to as the ("Company").
Except for the historical information contained herein, this report on
Form 10-Q contains forward-looking statements that involve risks and
uncertainties. The Company's actual results could differ materially. Factors
which could cause or contribute to such differences include, but are not limited
to, uncertainty as to sufficiency of funds, management of the business,
technological changes, global economic factors, successful development of
telecommunications network and other factors.
7
<PAGE>
RESULTS OF OPERATIONS
The unaudited Consolidated Statement of Operations reflects a net loss
of $2,981,096 for the nine months ended September 30, 1996. Losses are
attributable primarily to general and administrative expense and interest
expense. The unaudited Consolidated Balance Sheet dated September 30, 1996
reflects an accumulated deficit of $8,506,863.
During the first nine months of 1996, the Company concentrated its
efforts on continuing to connect and provide services to its customers, and
arrange financing for its ongoing business development. The Company's current
development activities include the expansion of its Santiago network to connect
new customers, provide services to newly developed business districts, and offer
additional services. The Company is conducting such expansion using fiber-
optics and once additional financing is obtained, the Company will expand its
operations to use national and international satellite systems through its
subsidiary VISAT. With the acquisition of Hewster, S.A. in July 1996, the
Company now also provides technical services that help customers to integrate
voice, video and data across different communications protocols and computer
architectures. The Company's services in this area include the design,
engineering, installation and maintenance of local area network for its
customers. The Company's operations in Chile now operate under the name Hewster
Chile, S.A.
In addition, the Company is now engineering and has initiated
construction in Lima, Peru of an advanced, fiber-optic private line network
which will be owned and operated by the Company's newly acquired subsidiary,
RESETEL. The construction of the Company's fiber optic network in Peru has been
planned specifically to enable the Company to commence revenue generation prior
to the completion of the entire network. Therefore, depending upon the
timeliness of the proposed additional financing, the Company could begin
recording revenues as early as the first quarter of 1997.
The revenue in the three month period ended September 30, 1996 was
$363,670 versus $112,027 for the same period in 1995, and the revenue for the
nine months ended September 30, 1996 was $476,591 versus $219,027 for the same
period in 1995. The general and administrative expenses for the Company for the
three months ended September 30, 1996 was $1,3,82,555 versus $573,712 for the
same period in 1995. In addition $95,815 of interest was accrued for the nine
month period ending September 30, 1996.
LIQUIDITY AND CAPITAL RESOURCES
The business of the Company requires substantial continuing capital
investment to complete the construction and development of its
telecommunications networks and services. Although the Company has been able to
arrange debt and equity financing to date, there can be no assurance that
sufficient additional financing will continue to be available in the future, nor
that it will be available on terms acceptable to the Company.
8
<PAGE>
The Company raised gross proceeds of approximately $6.9 million in a
Private Placement during June 1996. A significant portion of these funds have
been allocated to capital expenditure and working capital requirements of the
Company's operations in both Chile and Peru. In addition, a portion of these
funds have been utilized for the acquisition of Hewster, S.A. (See "Recent
Developments - Acquisition of Hewster, S.A.). The balance of the proceeds have
been utilized to pay outstanding debts.
The Company estimates that it will need approximately $17 million in
additional debt and equity financing to fully develop its fiber-optic and
wireless network and expand its customer base in Chile, to commence operations
and network construction in Peru, and to provide sufficient working capital for
its operations over the next year and a half. There can be no assurances that
the Company will be successful in obtaining all or any of this required
financing. Should the Company not be able to obtain this financing in full, it
would be required to delay capital expenditures on certain projects until such
financing were available. This in turn would delay the revenue streams
associated with those projects until such financing were available. The Company
estimates that the present cash level would allow the Company to continue
operations for approximately two months.
The Company has entered into a letter of intent with an underwriter to
assist the Company in providing financing for the expansion of its operations in
Chile and Peru and is currently reviewing additional opportunities for strategic
acquisitions and alliances.
OPERATING ACTIVITIES
Cash used by operating activities was $3,470,980 for the nine months
ended September 30, 1996 versus $1,679,992 for the same period last year. The
cash flow used by operating activities is related to expenditures made before
the start of significant revenues as the Company has recently come out of the
development stage.
FINANCING ACTIVITIES
Net cash provided by financing activities for the first nine months of
1996 was $7,681,128 which includes net proceeds of $1,022,000 from the issuance
of stock in a private sale to an off shore investor during the quarter ended
March 31, 1996 and $6,424,000 raised in a Private Placement during June 1996.
The cash provided by financing in the same period in 1995 was $2,320,000.
INVESTING ACTIVITIES
The net cash used in investing activities was $1,818,350 for the nine
months ended September 30, 1996 and $670,245 for the corresponding period in
1995. These funds were used
9
<PAGE>
primarily to purchase equipment and complete last mile installations to connect
customer locations to the Hewster Chile network. The Company's operational
fiber-optic network currently extends over 100 kilometers throughout downtown
Santiago, Chile.
EFFECTS OF INFLATION
The rate of inflation in Chile has remained one of the lowest in South
America for the past five years, with rates below double digit and falling. The
Company does not believe that inflation had any significant impact on operations
in the first nine months of 1996, nor does it expect that it will have any
significant impact on operations throughout the remainder of the year.
PROMISSORY NOTES
During April and May, 1996, the Company borrowed an aggregate of
$173,750 from Laura Investments, Ltd. pursuant to three Promissory Notes (the
"Notes"). The principal sum of the Notes, together with simple interest at the
rate of 6% per annum was paid on September 30, 1996. On June 21, 1996, the
Company borrowed an additional $50,000 from Laura Investments, Ltd. pursuant to
a Promissory Note. The principal sum together with simple interest was paid on
July 18, 1996.
RECENT DEVELOPMENTS
ACQUISITION OF RED DE SERVICIOS EMPRESARIALES DE TELECOMUNICACIONES,
S.A.("RESETEL")
On May 7, 1996 InterAmericas Communications Corporation ("the Company")
acquired 100% of the issued and outstanding stock of Red de Servicios de
Telecomunicaciones, S.A., a Peruvian corporation, ("RESETEL") in exchange for
1,250,000 shares of Common Stock of the Company issued to the shareholders of
RESETEL pursuant to a stock purchase agreement dated May 7, 1996. In addition,
the Company paid debts owed to the shareholders and others in the amount of
approximately $300,000. The purchase price of approximately $7,490,000
(including $6,000 of capitalized acquisition costs), net of cash acquired of
approximately $300,000 has been substantially allocated to a concession and is
included as part of intangibles in the accompanying consolidated balance sheet.
The acquisition has been accounted for under the purchase method of accounting.
A fair value of $5.99 was assigned to each share issued to the shareholders of
Resetel based on the average closing price of the Company's common stock for a
reasonable period of time before and after an agreement was reached as to the
terms of the purchase.
The terms of the agreement and the consideration paid to the shareholders of
RESETEL were determined through arms-length negotiations among the parties.
RESETEL is the first company to obtain a local carrier concession to
compete with Peru's monopoly carrier, Telefonica. The Concession, issued by
Peru's Ministry of
10
<PAGE>
Communications, Transportation, Housing and Construction authorizes RESETEL to
operate a fiber-optic telecommunications network serving corporate customers in
metropolitan Lima, Peru and the port city of Callao. Together these cities have
a population of approximately 7 million. The Company is now engineering and has
commenced the construction and operation of the fiber-optic network in Peru. The
Company intends to use the network design, engineering, construction, management
and marketing expertise developed through its operations in Chile to construct
and operate the network. Like the Santiago network, the new network will provide
high-bandwidth private line voice, video and data communications services to
corporate customers.
ACQUISITION OF HEWSTER, S.A.
On July 31, 1996 the Company's wholly owned subsidiary, Hewster
Servicios Intermedios, S.A. acquired 99% of Hewster, S.A., a Chilean corporation
controlled by Hernan Streeter Rios, the Company's President and Chairman of the
Board. The transaction was completed in the following manner:
On July 31, 1996, the Company transferred $1,500,000 to its subsidiary
Hewster Servicios Intermedios, S.A. ("HSI") in exchange for 95% of the issued
and outstanding capital stock of VISAT Telecomunicaciones, S.A. ("VISAT") held
by HSI, pursuant to a Stock Purchase and Sale Agreement. As a result of this
transaction, VISAT will now be a direct subsidiary of the Company instead of a
subsidiary of HSI. HSI then used the $1,500,000 to acquire 99% of the issued an
outstanding stock of Hewster, S.A. from its shareholders, Santiago Bouza
Saavedra and Inversiones Druma, S.A. a Chilean Corporation controlled by Hernan
Streeter Rios, pursuant to the Stock Purchase and Sale Agreements dated July 30,
1996. The terms of the agreements and the amount of consideration paid for the
Hewster, S.A. stock were determined through arms-length negotiations among the
parties. The $1,500,000 was obtained by the Company as part of a private
placement which closed in June 1996. See "Liquidity and Capital Resources".
On September 2, 1996, the Company acquired the remaining 1% of the
outstanding stock of Hewster from Hernan Streeter Rios. Hewster was merged into
HSI. The combined entity is operating under the name of Hewster Chile, S.A. The
acquisition has been accounted for under the purchase method of accounting. The
estimated fair value of net assets acquired amounted to approximately $183. The
excess of cost over the fair value of net assets acquired in the amount of
$1,332 was recorded as goodwill and is included as part of the intangibles in
the accompanying consolidated balance sheet.
The acquisition has been accounted under the purchase method of
accounting. The estimated fair value of net assets acquired amounted to
approximately $183,000. The excess of cost over the fair value of net assets
acquired in the amount of $1,332,000 was recorded as Goodwill and is included as
part of the intangibles in the accompanying consolidated balance sheet.
11
<PAGE>
AGREEMENT WITH DEVONO COMPANY LIMITED
The Company signed an agreement with Devono Company Limited to explore
joint venture opportunities in local access and other telecommunications
businesses in Ecuador and other Latin American nations. This agreement
supersedes the Company's earlier agreement to acquire Centro Empresariales, S.A.
("Cempresa"), the owner of 52.6% of Consorcio Ecuatoriano de Telecomunicaciones,
S.A. ("Conecel"), an Ecuadorian cellular operator. The parties determined that
it was in their best interest to discontinue ICC's effort to acquire Devono's
interest in Conecel, and instead work together on joint venture opportunities
that they may develop.
OTHER INFORMATION
APPOINTMENT OF CHAIRMAN AND CHIEF EXECUTIVE OFFICER
On November 13, 1996, the Company appointed Mr. Patricio Northland to
the position of Chairman and Chief Executive Officer. Mr. Northland is the
founder and former Chief Executive of AmericaTel, a Miami based international
telecommunications carrier with operations throughout Latin America. Mr.
Northland founded AmericaTel in 1993 and successfully completed a joint venture
agreement between AmericaTel and Entel, Chile's major long distance carrier.
Under his leadership, AmericaTel grew to provide satellite based voice, data and
fax telecommunications services to corporate customers in several Latin American
nations. In 1996, Mr. Northland sold his interest in AmericaTel to Entel-Chile.
Between 1988 and 1991 Mr. Northland served as an executive of Panamsat
Corporation, a U.S. based provider of satellite services. While at Panamsat, he
held executive positions with responsibilities in the areas of marketing, sales,
regulatory affairs and Latin American business development. Mr. Northland led a
successful Panamsat marketing effort which generated over $30 million in new
revenues from customers including Latin American telephone companies and
multinational corporations. Between 1983 and 1987, Mr. Northland served as
IntelSat's Regional Executive and Business Executive for Europe and the Middle
East. In this position, he was responsible for the implementation of marketing
programs in Italy, Israel, Norway, Gabon, Iran and Sweden that generated over
$45 million in sales in less than two years. Between 1980 and 1983, Mr.
Northland held engineering positions for COMSAT and Northrop/Page where he
designed cellular, fiber-optic, microwave and satellite network systems.
Mr. Northland holds engineering degrees from the University of Chile
and George Washington University, and is completing a Masters of Business
Administration at the University of Chicago. As Chairman and Chief Executive
Officer of the Company he will focus on the development of the Company's network
and marketing activities in Chile and Peru, and on the Company's continuing
pursuit of business development opportunities in other Latin American countries
and the United States.
12
<PAGE>
APPOINTMENT OF CHIEF OPERATING AND FINANCIAL OFFICER
On September 30, 1996, the Company appointed Mr. Carlos M. Menendez to
be its Chief Operating Officer and Chief Financial Officer. Mr. Menendez is a
highly experienced international financial and administrative executive with a
strong background in foreign markets, strategic planning, divestitures and
acquisitions, compensation systems, financial reporting and investor relations.
Mr. Menendez's successful 26 year career includes 15 years as an international
executive of Merck & Co. where he most recently served as the Vice President of
Kelco Company, a $300MM international subsidiary where he held responsibility
for all staff functions encompassing finance, information technology, human
resources, business evaluations, public affairs and total quality management.
Prior to joining Merck, Mr. Menendez held financial and audit positions with
Beecham Products, Du Pont and Price Waterhouse. Mr. Menendez's international
management skills will help to more rapidly integrate and expand the business
operations of the Company.
NASDAQ APPROVAL
The company was approved for trading on the NASDAQ Small Cap Market,
one of the largest trading exchanges in the world. The company stock began
trading on NASDAQ on Wednesday, November 6, 1996. NASDAQ stock quotes are
included on most quotation systems utilized worldwide.
13
<PAGE>
PART II
OTHER INFORMATION
ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibit 27. Financial Data Schedule (For SEC use only).
(b) Reports on Form 8-K
(i) The company filed Form 8-K on October 15, 1996 regarding the
acquisitions of Red de Servicios Empresariales de
Telecomunicaciones, S.A. ("Resetel") and Hewster, S.A.
("Hewster") including Financial Statements and Proforma
Financial Information.
14
<PAGE>
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.
INTERAMERICAS COMMUNICATIONS CORP.
/s/ Carlos M. Menendez DATE 11-14-96
- ------------------------------------- -----------------
Carlos M. Menendez
Chief Operating and Financial Officer
<PAGE>
EXHIBIT INDEX
Exhibit Description
- ------- -------------
27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 2,505,695
<SECURITIES> 0
<RECEIVABLES> 286,972
<ALLOWANCES> 0
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0
0
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