6-K/A 1 netdfp3q04_6ka.htm INTERIM FINANCIAL STATEMENTS - 3Q04 Provided by MZ Data Products
 
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
 
For the month of February, 2005

Commission File Number 0-28860
 

 
NET SERVIÇOS DE COMUNICAÇÃO S.A.
(Exact name of registrant as specified in its charter)
 

Net Communications Services Inc.
(Translation of Registrant's name into English)
 

Rua Verbo Divino, 1356
04719-002 - São Paulo-SP
Federative Republic of Brazil
(Address of principal executive office)
 

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-___
 






  Condensed Consolidated Interim
Financial Statements (Unaudited)
 
  Net Serviços de Comunicação S.A.
 
  September 30, 2004
with Report of Independent Registered Public
Accounting Firm

Condensed Consolidated Interim Financial Statements (Unaudited)

Contents

Page

Report of Independent Registered Public Accounting Firm
Condensed consolidated balance sheets - September 30, 2004 (Unaudited) and December 31, 2003
Condensed consolidated statements of operations for the three and nine-month periods ended September 30, 2004 and 2003 (Unaudited)
Condensed consolidated statements of changes in capital deficiency for the nine-month period ended September 30, 2004 and of comprehensive loss for the nine-month periods ended September 30, 2004 and 2003 (Unaudited)
Condensed consolidated statements of cash flows for the nine-month periods ended September 30, 2004 and 2003 (Unaudited)
Notes to condensed consolidated interim financial statements (Unaudited) – September 30, 2004

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders of
Net Serviços de Comunicação S.A.

We have reviewed the condensed consolidated balance sheet of Net Serviços de Comunicação S.A. and subsidiaries as of September 30, 2004 and the related condensed consolidated statements of operations for the three-month and nine-month periods ended September 30, 2004 and 2003, the condensed consolidated statements of cash flows for the nine-month periods ended September 30, 2004 and 2003 and the condensed consolidated statements of changes in capital deficiency for the nine-month period ended September 30, 2004 and of comprehensive loss for the nine-month periods ended September 30, 2004 and 2003. These financial statements are the responsibility of the Company’s management.

We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical review procedures, and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should be made to the condensed consolidated interim financial statements referred to above for them to be in conformity with U.S. generally accepted accounting principles.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of Net Serviços de Comunicação S.A. and subsidiaries as of December 31, 2003, and the related consolidated statements of operations, cash flows and changes in capital deficiency for the year then ended (not presented herein) and in our report dated February 20, 2004, except for Note 3 (k) thereto as to which the date is July 30, 2004, we expressed an unqualified opinion on those consolidated financial statements and included an explanatory paragraph regarding the Company’s ability to continue as a going concern. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of December 31, 2003, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

The accompanying condensed consolidated interim financial statements have been prepared assuming that Net Serviços de Comunicação S.A. will continue as a going concern. As more fully described in Note 1, the Company has incurred recurring operating losses and has a working capital deficiency. In addition, the Company has not complied with certain covenants of debt agreements. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The accompanying interim financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.

ERNST & YOUNG
Auditores Independentes S.S.
2SP015199/O-6

Pedro L. Siqueira Farah
Partner

São Paulo, Brazil
November 5, 2004

Net Serviços de Comunicação S.A.
Condensed Consolidated Balance Sheets (Unaudited)
(Expressed in thousands of United States dollars, except share amounts)

  September 30,
2004
December 31,
2003
 

  (Unaudited)
Assets
Current assets
Cash and cash equivalents US$ 101,782  US$ 68,811 
Trade accounts receivable, net of allowance for doubtful accounts of $ 16,130 and $14,331 in 2004 and 2003, respectively 42,712 36,054
Recoverable income taxes 9,965  5,134 
Prepaid expenses 6,039  2,384 
Other assets 5,151  2,768
 

Total current assets US$ 165,649  US$ 115,151 
 
Property and equipment, net 351,931  373,528 
Investments and advances to equity investees 2,078  2,403 
Goodwill on acquisition of consolidated subsidiaries, net 260,045  268,639 
Judicial deposits 29,501  23,751 
Deferred and recoverable income taxes 17,004  10,882 
Other non-current assets 11,532  7,337 
 
 
 
 
 

Total assets US$ 837,740  US$ 801,691 
 

  September 30,
2004
December 31,
2003
 

  (Unaudited)
Liabilities and capital deficiency
Current liabilities
Trade accounts payable US$ 18,219  US$ 20,478 
Accounts payable to programmers, (US$36,648 and US$52,539 in 2004 and 2003, respectively, with related parties) 47,542 56,075 
Income taxes payable 6,147  2,918 
Sales taxes 10,575  12,116 
Payroll and related charges 12,181  9,884 
Debt 340,249  349,932 
Deferred revenue 25,083  16,713 
Due to related companies 13,097 
Interest and other financial charges payable 168,452  107,583 
Accrued expenses and other liabilities 21,516  6,523 
 

Total current liabilities US$ 663,061  US$ 582,222 
 
Non-current liabilities
Accounts payable to programmers, (US$8,425 and US$12,851 in 2004 and 2003, respectively, with related parties) 11,100 16,051 
Due to related companies 1,369  2,063 
Deferred sign-on, hook-up fee and programming benefit 29,040  23,899 
Reserve for contingencies 175,010  168,852 
Accrued expenses and other liabilities 10,585  11,495 
 

Total non-current liabilities US$ 227,104  US$ 222,360 
 

Total liabilities US$ 890,165  US$ 804,582 
 

 
Commitments and contingencies
 
Capital deficiency    
Preferred stock, no par value, shares authorized, issued and outstanding (2004 and 2003 – 1,198,784,187) 1,493,279 1,493,279 
Common stock, no par value, shares issued and outstanding (2004 and 2003 – 828,371,343) 811,737 811,737 
Additional paid-in capital 15,027  15,027 
Accumulated deficit (2,138,888) (2,092,032)
Accumulated other comprehensive loss, net (233,580) (230,902)
 

Total capital deficiency US$ (52,425) US$ (2,891)
 

Total liabilities and capital deficiency US$ 837,740  US$ 801,691 
 

See notes to unaudited condensed consolidated interim financial statements.

Net Serviços de Comunicação S.A.
Condensed Consolidated Statements of Operations (Unaudited)
(Expressed in thousands of United States dollars, except per share and share amounts)

  Three months ended September 30, Nine months ended September 30,
 

  2004 2003 2004 2003
 



Revenues
Pay TV subscriptions US$ 123,596  US$ 116,456  US$ 361,807  US$ 310,940 
Broadband subscriptions 8,966  4,433 22,723  11,369
Pay-per-view 5,699  4,696 13,935  11,890
Sign-on and hook-up fees 2,237  2,369 6,108  6,617
Other services 9,261  2,676 17,299  7,212
 



Total revenues 149,759  130,630 421,872  348,028
Taxes and other deductions from revenues (29,884) (25,257) (79,576) (67,037)
 



Net operating revenue 119,875  105,373 342,296  280,991
 



 
Programming and other operating costs (66,570) (57,904) (181,027) (155,633)
Selling, general and administrative expenses (27,207) (18,944) (74,645) (52,594)
Depreciation and amortization (12,601) (18,344) (41,796) (48,334)
Other 5,463  (680) 5,290  (2,336)
 



Total operating costs and expenses (100,915) (95,872) (292,178) (258,897)
 



 
Operating income 18,960  9,501 50,118  22,094
Other income (expenses):  
Monetary indexation, net (1,684) (1,252) (4,685) 2,502
Gain (loss) on exchange rate, net 26,865  (4,999) 3,170  37,249
Interest expense (23,276) (23,238) (66,609) (55,131)
Financial expense, net (21,046) (6,272) (28,249) (25,161)
Interest income 1,618  2,459 8,870  4,713
Other 305  (684) 630  (1,533)
 



Total other income (expenses) (17,218) (33,986) (86,873) (37,361)
 



 
Income (loss) before equity in results of investees 1,742  (24,485) (36,755) (15,267)
Equity in results of investees 528  271 1,444  (840)
 
 



Income (loss) before income taxes 2,270  (24,214) (35,311) (16,107)
Income tax expense (2,843) (371) (3,377) (1,384)
 



Loss before discontinued operations (573) (24,585) (38,688) (17,491)
Discontinued operations
Income (loss) from operations, net of tax (538) (480) (2,040) 788
Loss from sale, net of tax (6,128) - (6,128) -
 



Total discontinued operations (6,666) (480) (8,168) 788
Net loss US$ (7,239) US$ 25,065) US$ (46,856) US$ (16,703)
 



Net loss per common share before discontinued operations, basic and diluted US$ -  US$ (0.03) US$ (0.05) US$ (0.02)
Discontinued operations (0.01) (0.01)
Net loss per common share, basic and diluted US$ (0.01) US$ (0.03) US$ (0.06) US$ (0.02)
 



Weighted average number of common shares outstanding 828,371,343 828,371,343  828,371,343 828,371,343 
 



See notes to unaudited condensed consolidated interim financial statements.

Net Serviços de Comunicação S.A.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN CAPITAL DEFICIENCY AND COMPREHENSIVE LOSS (Unaudited)
(Expressed in thousands of United States dollars, except share amounts)

  Number of shares issued Capital stock  Additional paid-in capital Accumulated deficit Accumulated other comprehensive loss Total
 

  Preferred  Common  Preferred  Common  Total 
 
Changes in capital deficiency for the nine- month period ended September 30, 2004
 
At January 1, 2004 1,198,784,187 828,371,343 US$ 1,493,279 US$ 811,737 US$ 2,305,016 US$ 15,027 US$ (2,092,032 US$ (230,902) US$ (2,891)
 
Change in cumulative translation adjustment for the period (2,678)  (2,678) 
 
Net loss for the period (46,856)  (46,856) 
 
 
At September 30, 2004 1,198,784,187  828,371,343  US$ 1,493,279  US$ 811,737  US$ 2,305,016  US$ 15,027 US$ (2,138,888) US$ (233,580) US$ (52,425)
 


Comprehensive loss for each of the nine -month periods ended September 30, 2004 and 2003 Nine-month periods ended September, 30
  2004 2003
 
Net loss for the period US$ (46,856) US$ (16,703)
 
Cumulative translation adjustments (2,678) 2,864 
 
Total comprehensive loss US$ (49,534) US$ (13,839)
 

See notes to unaudited condensed consolidated interim financial statements.

Net Serviços de Comunicação S.A.
Condensed Consolidated Statements of Cash Flows (Unaudited)
(Expressed in thousands of United States dollars)

  Nine-months ended September 30,
 
  2004  2003 
 

Operating activities
Net loss for the period US$ (46,856) US$ (16,703)
Adjustments to reconcile net loss for the period to net cash provided by operating activities:
Deferred sign-on and hook-up fee revenues 680  1,171 
Amortization of deferred sign-on and hook-up fee revenues (4,711) (2,939)
Equity in results of investees (1,444) 840 
Non-cash compensation expense 112 
Exchange losses, monetary indexation and interest, net 85,489  30,313 
Depreciation and amortization 45,287  49,437 
Deferred income tax (1,287) (2,263)
Loss on disposal of assets, net 6,350  1,621 
(Increase) decrease in operating assets:
Trade accounts receivable (6,029) (2,242)
Income taxes recoverable (9,077) (1,307)
Prepaid expenses and other assets (12,525) (11,870)
Increase (decrease) in operating liabilities:
Accounts payable to suppliers and programmers (16,580) (13,047)
Income taxes payable 3,074  1,808 
Payroll and related charges 1,994  4,608 
Sales taxes, accruals and other payables and other 12,324  (10,740)
Reserve for contigencies (8,342) 13,796 
 
Net cash provided by operating activities 48,459  42,483 
 
Investing activities
Advances to related companies, net of repayments (3) (1,219)
Acquisition of property and equipment (30,996) (13,212)
Proceeds from sale of investment and equipment 11,762  3,421 
 
Net cash used in investing activities (19,237) (11,010)
 
Financing activities
Short-term debt
Issuances 37 
Repayments (179) (86)
Related party loans
Issuances 16 
Repayments (6)
 
Net cash used in financing activities (179) (39)
Effect of exchange rate changes on cash and cash equivalents 3,928  4,939 
 
Net increase in cash and cash equivalents 32,971  36,373 
Cash and cash equivalents at beginning of the period 68,811  15,755 
 
Cash and cash equivalents at end of the period US$101,782 US$52,128
 
Supplemental disclosure of cash flow information
Cash paid for income taxes US$3,055 US$1,192
Cash paid for interest US$- US$25

See notes to unaudited condensed consolidated interim financial statements.

Net Serviços de Comunicação S.A.
Notes to Condensed Consolidated Interim Financial Statements (Unaudited)
(Expressed in thousands of United States dollars, unless otherwise stated)

1. Business overview and financial condition

The Company and its subsidiaries provide cable television and high-speed Internet access through several cable networks located in the country’s largest cities.

Debt restructuring

On December 2, 2002, due to deteriorated economic conditions in Brazil, the Company announced its decision to review its cash flow and commenced negotiations with various lenders and debt holders with regard to a restructuring of its debt facilities and instruments.

On June 27, 2004, the Company announced it had entered into commitment letters with creditors holding in the aggregate approximately 70% of the Company’s outstanding debt. The commitment letters outline the terms and conditions of the Company’s debt restructuring plan, which are summarized below. The commitment letters expire on November 30, 2004.

The commitment letters establish that each of the Company’s creditors will have the right to convert their debt including any interest and commissions accrued but not paid, excluding amounts in respect of interest in arrears and fines for overdue amounts, under the following options:

(i) the right to convert 60% of their debt claim into new senior secured debt and 40% of their debt claim into equity. In the case of creditors holding US dollar denominated debt (except Multicanal Senior Guaranteed Notes holders) the right to convert 60% of their debt claim into new senior secured debt denominated in reais;
(ii) in the case of creditors holding reais-denominated debt, the right to convert 60% of their debt claim into new senior secured debt and 40% of their debt claim into new subordinated convertible debt, or;
(iii) the right to convert 100% of their debt claim into equity.

Each creditor that is party to commitment letters regarding the restructuring of the Company’s debt has agreed that for so long as the term sheet relating to the restructuring is in effect, it will not take any action to collect its respective credits against, either through court or administrative proceeding or enforcement or collateral. União de Bancos Brasileiros S.A. (Unibanco) that has previously filed a collection suit against the Company, is party to the commitment letter, and thus has assumed a commitment to suspend that collection suit.

The consummation of the transaction contemplated by the commitment letters are subject to a number of significant conditions that are beyond the Company’s control. Although, management is working to conclude this process by the end of the fiscal year 2004, the obligations of the creditors party to the commitment letters to effect the debt’s restructuring are subject to a number of significant conditions, described below. These include the following:

(i) The Company must negotiate and execute definitive documents reflecting the terms of the commitment letters and the substance and form of these documents must be acceptable to the creditors;
(ii) Creditors holding no less than 95% of the Company’s outstanding debt must agree to participate in the restructuring; and
(iii) Other conditions may be included in the final agreements.

All of the senior debt and subordinated convertible debt issued in connection with the debt restructuring plan will be jointly guaranteed by all of the Company’s wholly owned subsidiaries. The senior debt will be secured by a pledge of:

(i) all the shares held by the Company in its subsidiaries;
(ii) all the Company’s subsidiaries network, and;
(iii) all receivables held by the operations in São Paulo, Santos and Rio de Janeiro; in case of foreclosure the holders of the senior debt will be entitled to receive 30% of the overall amount actually received in respect of the receivables of the three operations mentioned above until total recovery of their respective credits.

The subordinated convertible debt will initially be unsecured; once the senior debt has been repaid, the collateral that had secured the senior debt will thereafter secure the subordinated convertible debt.

The Company may prepay the senior debt and the subordinated convertible debt at any time, in part or totally, at its discretion and must make mandatory pre payments in specific situations (i.e. pursuant to the cash flow mechanism and out of new equity and debt issuances). Pre payments shall first amortize the senior debt principal amount in reverse order of maturity. Once the senior debt principal amount is fully repaid, pre payments shall amortize the subordinated convertible debt principal amount.

As a result of the agreement established between Globopar and Telmex as more fully described below, the Company’s creditors will receive approximately 40% of their credits in cash and the remaining credit will be convert into new senior secured debt with the same terms described above.

Management understands that achieving balance between its cash generation and its debt obligation is essential. Thus, the conclusion of the debt restructuring plan should be achieved, so as to reach a balanced working capital structure that may provide a lower dependence on third party short-term and a minimum refinancing risk in the medium term, which will make the Company less vulnerable to the Brazilian real / US dollar exchange rate volatility.

All accounting records related to the Company’s debt are made according to the original debt instruments and the effects of the new terms and conditions will be recognized in the financial statements when the debt restructuring transaction is completed.

Considering the status of the current negotiations with its creditors, deferred costs of US$10,800 were charged to operations in the third quarter of 2004 and an accrual of US$7,100 was recorded related to the estimated additional costs to be incurred in connection with the debt restructuring. Those amounts were recorded in the “financial expense, net” account in the unaudited condensed consolidated statement of operations for the three-month and nine-month periods ended September 30, 2004.

Changes in ownership

(a) Agreement between Globo Comunicações e Participações S.A (Globopar) and Teléfonos de México, S.A. de C.V. (Telmex)

On June 27, 2004, Globopar has entered into an agreement to sell part of its interest in the Company to a strategic investor, Telmex. This agreement was made in the context of the Company’s debt restructuring plan and proposes the issuance of common and preferred shares by the Company, in an aggregate amount up to 1,825,021,996 shares (745,147,153 common shares and 1,079,874,843 preferred shares).

On November 3, 2004 , the Board of Directors approved to implement the capital increase through a private offering of shares, as a substitute for the public offering of shares previously announced. The Board decision did not constitute an amendment to the debt restructuring plan, which already contemplated such alternative.

The proceeds obtained from the private offering of shares will be used to:

(i) fund the cash payment of creditors that participate in the restructuring plan; and/or
(ii) restore the cash of the Company and/or repay any bridge loan that may be obtained and used to conclude the debt restructuring plan.

In addition, Globopar informed the Company that it will:

(i) subscribe to the total amount of common shares, excluding any shares acquired by other shareholders who exercise their preemptive rights; and
(ii) transfer its preemptive rights under the preferred shares to Telmex.

The proceeds from the sale of common and preferred shares to Globopar and Telmex, which shall be received just after the subscription, will be used to pay-down debt as part of the debt restructuring plan. The Company may, at its discretion and in order to fund the cash component under the debt restructuring plan:

(i) use, on a temporary basis, up to R$120 million of its cash and;
(ii) to the extent convenient and necessary, raise a bridge loan to conclude the debt restructuring plan.

Accordingly, if the Company considers adequate to anticipate the conclusion of the debt restructuring plan and obtains enough resources to fund the minimum payment to creditors, the Company could choose to conclude the restructuring at any time after the beginning of the private offering of shares.

(a) Agreement between Globo Comunicações e Participações S.A (Globopar) and Teléfonos de México, S.A. de C.V. (Telmex) -- continued

Shareholders will have preemptive rights to subscribe for shares reflecting their outstanding ownership. Any unsubscribed preferred shares after the applicable subscription period will be sold in a tender offer at the stock exchange for the benefit of the Company. The Company will not accept reserves for the subscription of any unsubscribed shares. The starting date to exercise the preemptive rights as well as the cutoff date used to determine the shareholder base entitled to the preemptive rights will be publicly announced through “Aviso dos Acionistas” after the verification of all existing pre-conditions. From the announcement date of “Aviso aos Acionistas” shareholders will have 30 days to exercise their preemptive rights.

Assuming the tender offer price is R$0.35 per share, the proceeds will be used to:

(i) restore the cash of the Company and/or repay any bridge loan used to conclude restructuring, if applicable; or
(ii) conclude the debt restructuring plan if the previous option has not occurred.

If the tender offer price is greater than R$0.35 per share, 80% of the difference between the effective tender offer price and R$0.35 per share will be used to repay part of remaining debt. Telmex has committed to make an offer to purchase all unsubscribed preferred shares at a minimum price of R$0.35 per share.

The private offering of shares is still subject to the completion of the existing pre-conditions under the debt restructuring plan and under the sale agreement, thus, any issue of shares will only be effective after the verification of all existing pre-conditions.

In addition, the conclusion of the agreement between Globopar and Telmex is subject to certain conditions, such as: approval of the National Telecommunications Agency (“Anatel”), the conclusion of the debt restructuring plan, negotiation with the other parties included in the Company’s Shareholders Agreement and Company’s corporate approvals.

(b) Exchange of shares between Globopar and Bradesplan Participações S.A. (Bradesplan)

On August 16, 2004, 130,511,010 preferred shares issued by the Company and held by Globopar, Distel Holding S.A.(Distel) and Roma Participações Ltda. (Romapar) were exchanged for 130,511,010 common shares issued by the Company and held by Bradesplan, representing 6.4% of the Company total capital. In addition, Globopar will pay to Bradesplan as a condition precedent to the effectiveness of the exchange R$ 0.119368 per exchanged common voting share.

As a result of the conclusion of this transaction the rights of Bradesplan and Bradespar S.A., respectively as a party and an intervening party to the Company Shareholders’ Agreement currently in force, are terminated.

(c) Proposal for the acquisition of BNDES Participações S.A. (Bndespar) common shares by Globopar, Distel and Romapar (collectively referred to as Globo)

On September, 29, 2004, Bndespar accepted Globo’s proposal for the acquisition by Globo of total 60,138,289 common shares, which represent 7.26% of Company’s voting capital, held by Bndespar.

The completion of such acquisition is subject to the execution of a final agreement between the parties. Among other applicable preceding conditions, Globo’s obligation to acquire the common shares held by Bndespar is subject to the conclusion of the sale by Globo of its minor interest in the Company to Telmex and to the execution of a new Company’s Shareholders’ Agreement between Globo and Telmex.

Assuming the completion of the proposed acquisition until December 31, 2004, the price per common share held by Bndespar will be R$ 0.90, totaling R$ 54,124,459.74. After December 31, 2004, the price will be monetarily adjusted. Also, the price per share payable to Bndespar can not be lower than the price per common share to be received by Globo from Telmex, which could range from R$0.60 to R$0.80. This proposal is effective until June 30, 2005.

The proposal also foresees the exclusion of Bndespar as one of the parties of the Company’s Shareholders’ Agreement, as well as, the execution of a new Shareholders’ Agreement to ensure Bndespar the right to register its preferred shares in eventual public offerings to be made by the Company.

Sale of investments

Consistent with the Company’s strategy to focus on and increase the Company’s resources toward pay-television and broadband Internet service, on August 30, 2004, the Company sold Vicom Ltda. (Vicom) to Comsat Brasil Ltda. (Comsat), which is the assignee of Comsat International’s rights and obligations. The terms of the sale of Vicom comprises transferring Company’s full interest in Vicom to Comsat. In addition, the Company assumed US$2,100 of Vicom’s debt.

The selling price is comprised as follows:

1. R$16,200 (equivalent to US$5,650 at September 30, 2004) – Brazilian reais denominated – with no interest, in five annual installments, subject to monetary adjustment by the accumulated variation of IPCA (Consumer Price Index), being the first 4 installments due on the first, second, third and fourth anniversaries of the closing date and the fifth installment due on the fifth anniversary of the closing date (due date). The first installment was recorded as other current assets and the second, third, fourth and fifth installments were recorded as other non-current assets;
2. R$2,830 (equivalent to US$990 at September 30, 2004) – Brazilian reais denominated – due on the closing date and recorded as other current assets; and
3. US$6,350 – US dollar denominated, recorded as other non-current assets – with no interest, in four annual installments due on the first, second, third and fourth anniversary of the closing date, each installment payment being equal to the positive amount, if any, of 35% of the aggregated net cash flow of Vicom for the twelve months immediately preceding each anniversary of the closing date. According with the agreement, it is understood that (i) negative Net Cash Flows do not represent an obligation of the Company to additionally fund Comsat and (ii) Comsat shall not use any negative Net Cash Flow for any twelve month payment to offset against positive Net Cash Flows of any following periods. The outstanding balance, if any, will be paid on the due date.

According with APB 21 Interest on Receivables and Payables, as those amounts will bear no interest, they were recorded in the Company’s financial statements as of September 30, 2004 at their present values.

Additionally, the Company wrote-off its investment and goodwill balances in the amounts of approximately US$3,200 and US$10,800, respectively, in connection with the sale of this investment. As a result of this sale, the Company recorded a net loss of US$6,128 in the consolidated statement of operations as discontinued operations. Additionally, net revenues of discontinued operations were US$10,927 for the nine-month period ended September 30, 2004 (US$11,735 for the nine-month period ended September 30, 2003) and pretax results of discontinued operations were a loss of US$2,040 for the nine month-period ended September 30, 2004 (an income of US$788 for the nine-month period ended September 30, 2003).

On July 8, 2004, the Company also transferred its 40% interest in Net Brasil to Distel Holding S.A., a related party, and recorded a net loss of approximately US$650 in the consolidated statement of operations as other non-operating income and expense.

Management, with the support of its stockholders, continues focused on the conclusion of the Company’s debt restructuring plan, the implementation of better sales channels, improvement in customer service and the adaptation of its levels of investment to its capacity to generate operational cash, by means of improved controls for the decision taking process in a selective and disciplined manner.

The exchange rate of the Brazilian Real (“R$”) to the U.S. dollar was R$2.8586:US$1.00 at September 30, 2004 and R$2.8892:US$1.00 at December 31, 2003. At November 5, 2004 the exchange rate was R$2.8186:US$1.00.

The accompanying unaudited condensed consolidated interim financial statements do not reflect any adjustments that might be required upon the resolution of the uncertainties associated with the completion of the debt restructuring.

2. Basis of presentation of the condensed consolidated interim financial statements

The accompanying unaudited condensed consolidated interim financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information. Accordingly, they do not include all of the information and footnotes required by the U.S. generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments consisting of a normal recurring nature, considered necessary for a fair presentation, have been included.

The results of the nine-month period ended September 30, 2004 are not necessarily indicative of the results that might be expected for the full year ending December 31, 2004.

The balance sheet at December 31, 2003 has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by the U.S. generally accepted accounting principles for complete financial statements. The accompanying condensed consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements and footnotes for the year ended December 31, 2003.

For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s annual report on Form 20-F for the year ended December 31, 2003.

Certain prior year amounts have been reclassified to the current year’s presentation.

3. Significant accounting policies

The accounts of the Company and its Brazilian subsidiaries and equity investee companies are maintained in Brazilian reais, which have been translated into U.S. dollars in accordance with the criteria established in Statement of Financial Accounting Standards (SFAS) 52 “Foreign Currency Translation”.

The more significant accounting policies adopted in the preparation of the condensed consolidated interim financial statements are consistent with those adopted in the preparation of the audited consolidated financial statements as of December 31, 2003.

Advertising and marketing costs expensed in the condensed consolidated interim statement of operations for the nine-month period ended September 30, 2004 and 2003 amounted to US$ 20,555 and US$ 10,799, respectively.

Stock-based compensation

The Company adopted the disclosure provisions of Statement of Financial Accounting Standards No. 148, “Accounting for Stock-Based Compensation – transition and disclosure ” (“SFAS No. 148”), which amended certain provision of Statement of Accounting Standards No. 123, “Accounting for Stock-Based Compensation ” (“SFAS No. 123”) to provide alternative methods of transition for an entity that voluntarily changes to the fair value based method of accounting for stock-based employee compensation, effective as of the beginning of 2003. The Company continues to apply the provisions of APB 25, in accounting for stock-based compensation.

Pro forma information regarding the Company’s net loss and net loss per share is required by SFAS No. 123 and has been determined as if the Company had accounted for its employee stock options under the fair value method prescribed by SFAS No. 123. Considering the amounts involved, the application of SFAS No. 123 would not result in a material effect on the Company’s net loss and net loss per share.

Earnings per share

Effective with its June 30, 2004 financial statements, the Company changed its method of computing earnings per share to apply the provisions of Emerging Issues Task Force (EITF) 03-6, Participating Securities and the Two-Class Method under FASB Statement No. 128. The EITF consensus on Issue 4 thereto states that an equity would allocate losses to a nonconvertible participating security in periods of net loss if, based on the contractual terms of the security, the security had not only the right to participate in the earnings of the issuer, but also a contractual obligation to share losses of the issuing entity on a basis that was objectively determinable. The holder of a participating security would have a contractual obligation to share losses if either (a) the holder is obligated to fund the losses of the issuer or (b) the contractual principal or mandatory redemption amount of the participating security is reduced as a result of losses incurred by the issuer.

The Company’s preferred shares qualify as participating securities. However, they do not have an obligation to share losses, due to their liquidation preference and based upon the above conditions. Accordingly, the weighted number of shares used for purposes of computing earnings per share in periods of net loss would exclude the preferred shares. As required by EITF 03-6, prior periods earnings per shares amounts presented for comparative purposes have been restated for the effects of this accounting change.

4. Cash and cash equivalents

  September 30,  December 31,
  2004 2003
 
Cash US$ 3,065  US$ 4,541 
Brazilian Interbank Deposit – “CDI” 27,482 16,436
Financial Investments Funds 54,142 44,243
Other 17,093 3,591
 
  US$ 101,782  US$ 68,811 
 

The Company is investing approximately 40% of its liquid funds in securities denominated in U.S. dollars to minimize the currency risk of devaluation of the Brazilian real against the U.S. dollar.

5. Goodwill on acquisition of consolidated subsidiaries, net

In January 2002, the Company adopted SFAS 142, which requires companies to discontinue amortizing goodwill and certain intangible assets with an indefinite useful life. Instead, SFAS 142 requires that goodwill be reviewed for impairment upon adoption of FAS 142 (January 1, 2002) and annually thereafter.

On December 31, 2003, the date on which the Company performed its annual impairment test, the Company concluded that no impairment was required.

During the nine-month period ended September 30, 2004, the Company recorded a gain of US$2,206 on translation included in the cumulative translation adjustments. The Company also wrote-off goodwill of US$10,800 related to the sale of Vicom to Comsat in August 2004, as more fully described on Note 1.

6. Property and equipment, net

Property and equipment consisted of:

  September 30,
2004
December 31,
2003
 
  Cost Accumulated depreciation Net Book Value  Net Book Value 
 
 
Cable network US$ 802,990  US$(538,895) US$ 264,095  US$ 287,999 
Data processing equipment 83,534  (58,574) 24,960  29,992 
Buildings and improvements 8,851  (6,767) 2,084  3,422 
Fixtures, fittings and installations 9,674  (5,835) 3,839  4,493 
Vehicles 2,100  (1,917) 183  381 
Other 63,287  (53,951) 9,336  12,203 
 
  970,436  (665,939) 304,497  338,490 
Cable construction materials 46,419  46,419  33,973 
Land 1,015  1,015  1,065 
 
Total property and equipment, net US$ 1,017,870  US$ (665,939) US$ 351,931  US$ 373,528 
 

7. Related party transactions

The Company engages in financial and commercial transactions with its subsidiaries and investees with its stockholders and with companies related to its stockholders.

On May 3, 2004 Globopar, as guarantor under the International Finance Corporation (IFC), has pre-paid all amounts owed by the Company to the IFC maturing on October 15, 2004, and is currently a creditor of the Company by virtue of subrogation to the IFC, thereby releasing the Company from all obligations to the IFC. The amount due to Globopar is classified as due to related companies with identical conditions of the original debt with the IFC, bearing interest at a variable interest rate ranging from 2.75% to 3% per annum over the six-month U.S. dollar LIBOR. At September 30, 2004 the amount due to Globopar comprising principal plus accrued interest, financial charges and contractual penalties was US$ 13,097. As part of the debt restructuring, the Company will settle the total obligations owed to Globopar, including such credits.

The Company obtains programming from Net Brasil S.A., a subsidiary of Globopar, which in turn acquires such programming from Globosat Comunicações S.A., and from non-related parties pursuant to a distribution agreement. As part of the programming agreement with Net Brasil S.A., the Company has exclusivity rights in the distribution of Globosat programming to its franchising areas, with the exception of Net Sat Serviços Ltda. (Sky), the Globo Group arm that distributes video content through its DBS systems.

The amounts paid to Net Brasil S.A. related to broker’s commissions during the nine-month periods ended September 30, 2004 and 2003 were US$ 1,398 and US$ 1,697, respectively. The amounts paid to Globosat Comunicações S.A., a subsidiary of Globopar, for programming during the nine-month periods ended September 30, 2004 and 2003 were US$ 11,677 and US$ 20,043, respectively.

The Company’s program guide is produced by Editora Globo S.A., a publishing company related to Globo Group. The amounts paid to Editora Globo S.A. during the nine-month periods ended September 30, 2004 and 2003 were US$ 3,581 and US$ 3,948, respectively.

On June 27, 2004, the Company entered into an amended and restated programming agreement with Net Brasil S.A. whereby Net Brasil’s role in acquiring programming, has been altered. Under the amended and restated agreement, Net Brasil will retain its role with regard to obtaining all other programming, in particular content or channels produced in Brazil , while the Company will directly obtain, for its own account and benefit, all new international content from sources outside of Brazil, which corresponds to approximately one third of the Company’s line-up. As a result of this agreement, the compensation paid by the Company to Net Brasil S.A. was reduced. Pursuant to this agreement, instead of R$0.51 per subscriber per month, the Company is paying to Net Brasil S.A. a fixed amount of R$100,000 per month, adjusted by the Consumer Price Index (IPC), plus an additional monthly fee until 2007.

During 2003 and 2004, the Company has renegotiated the terms of approximately 97% of its programming agreements. Prior to renegotiating programming agreements, such costs were largely denominated in U.S. dollars. According to the new terms of the executed programming agreements, agreements representing approximately 74% of programming costs were renegotiated to be denominated in Brazilian Reais. In addition, the Company was granted a reduction of the outstanding programming liabilities of approximately US$11,400, which have been reclassified as deferred programming benefits to be amortized as a reduction of the future programming costs, over the new term of the agreements, ranging from 36 to 48 months, and/or to reduce marketing expenses, depending on certain specific events.

As part of the renegotiation of the programming costs, the unpaid amounts related to the year ended December 31, 2002 are being paid in 18 to 24 monthly installments, beginning January 2004 and are segregated into current and non-current in the financial statements. The future payments are adjusted based on the IGPM domestic inflation index and guaranteed by promissory notes.

The ongoing negotiations with programmers involving overdue amounts denominated in U.S. dollars of US$ 9,941, classified as current are expected to be concluded within the next six-month period.

The amounts due to programmers are comprised as follows:

  September 30, 2004 December 31, 2003
 

  Current Non-current Current Non-current
 
Related companies:
Net Brasil S.A. US$ 31,432  US$ 7,397  US$ 47,715  US$ 9,147 
Globosat Programadora Ltda. 3,925  705  3,389  2,268 
TV Globo Ltda. 694  174  626  626 
USA Programadora Ltda. 418  104  377  377 
Canal Brazil S.A. 273  273 
Canal Rural Produções Ltda. 123  31  110  110 
RBS Empresa de TVA Ltda. 56  14  49  50 
 

  36,648  8,425  52,539  12,851 
 

Third parties:
Fox Latin America Channels do Brasil Ltda. 2,663  666  2,346  2,346 
MTV Networks Latin America 627  666  330 
Brasil Distribution, LLC 3,614 
Columbia Tristar Films of Brazil, Inc. 398  99  350  350 
Playboy TV Latin America, LLC 191  48  174  174 
ESPN do Brasil Eventos Esportivos Ltda. 2,340  958 
ESPN,Inc. 1,061  904 
 

  10,894  2,675  3,536  3,200 
 

  US$ 47,542  US$ 11,100  US$ 56,075  US$ 16,051 
 

8. Debt

The debt consists of:

  September 30, 2004 December 31, 2003
 

U.S. dollar denominated debt:
Multicanal Senior Guaranteed Notes US$ 97,692  US$ 97,692 
Net Sul Floating Rate Notes 72,300  72,300 
Trade Financing Loans 16,819  17,910 
Working Capital Loans 7,000  7,000 
Facilities from the International Finance Corporation – IFC 11,681 
 

  193,811  206,583 
Brazilian R$ denominated debt:
Non-Convertible debentures 68,264  67,541 
Working Capital Loans 61,124  60,476 
Convertible Debentures with interest due annually at an annual interest rate of 12% over the indexation at the IGPM domestic index 16,745  14,939 
Other 305  393 
 

  146,438  143,349 
 

Short-term debt US$ 340,249 349,932
 

The various annual base rates used to determine the interest rate of the Company’s debt at September 30, 2004 and December 31, 2003, follows:

  September 30, 2004 December 31, 2003
 

LIBOR 2.20% 1.48%
TJLP 9.75% 11.50%
CDI 16.63% 23.21%
IGPM 11.90% 8.71%

Since the announcement of the Company’s ongoing debt restructuring process, as described in Note 1, no payments of principal and interest have been made, except for the IFC obligation that was pre-paid by Globopar, as described in Note 7.

All accounting records related to the Company’s debt continue to be made according to the original contracts and the effects of the new terms and conditions will be recognized in the financial statements when the new terms are concluded and signed.

The main terms and conditions of the Company’s current debt agreement are disclosed in the notes to the audited consolidated financial statements as of December 31, 2003 and remain unchanged.

The accrued interest and financial charges on the Company’s debt totaling US$ 119,171 at September 30, 2004 (US$ 85,956 as of December 31, 2003) were not paid. The charges for arrears interest and contractual penalties totaling US$ 44,396 at September 30, 2004 (US$ 24,380 as of December 31, 2003) will not be due according to the debt restructuring terms agreed with the creditors.

9. Stockholder’s equity

Capital stock can be increased up to the limit of R$ 5,000,000.

Preferred stock is non-voting and participates with a 10% premium over common stock in the distribution of earnings; however, it is entitled to right of first refusal on liquidation in the event of dissolution of the Company. Stockholders are entitled by Brazilian law to a minimum dividend, payable in Brazilian reais, equivalent to 25% of local currency net income calculated in accordance with Brazilian Corporation Law. At September 30, 2004, the Company’s local currency financial statements presented an accumulated deficit of US$ 53,629 (US$92,893 at December 31, 2003).

In 2003, as approved by the Company’s Board of Directors, a group of the Company’s top executives directly involved with the debt renegotiation process was granted stock-options corresponding to approximately 3 million shares in December 2003 and September 2004. The exercise price of the stock-option is the same price that will be agreed with creditors in connection with the potential conversion of debt into equity. The exercise period is two years as from the date that the Company obtained a signed agreement with the creditors in connection with the debt restructuring process. The Company has elected to follow Accounting Principles Board Opinion No. 25 “Accounting for Stock Issued to Employees” and FASB Interpretation No. 44 “Accounting for Certain Transactions Involving Stock Compensation” in accounting for its employee stock options plans.

10. Commitments and contingencies

Taxes and contributions, determined and withheld by the Company and its subsidiaries, as well as their tax, and corporate records and tax returns, are subject to examination by tax authorities during different expiration periods, pursuant to applicable legislation.

The Company and its subsidiaries are party to certain legal proceedings involving tax, labor, civil and other claims, arising in the ordinary course of business.

The reserves for contingent liabilities are summarized below:

  September 30, 2004 December 31, 2003
 

Tax related matters US$ 158,275  US$ 153,042 
Labor related claims 10,960 10,116
Civil related claims 5,775 5,694
 

Total US$ 175,010  US$ 168,852 
 

In connection with some of these proceedings, the Company was required to place deposits with the related judicial court. These judicial deposits will only be released upon a favorable final court decision. The aggregate amount of deposits made with related judicial court is US$ 29,501 (December 31, 2003 - US$ 23,751), which is available to offset payments required under ultimately unfavorable court decisions.

While it is impossible to determine with certainty the ultimate outcome of these matters, management has established reserves when it can reasonably estimate probable losses based on its analysis of the pending disputes and on the opinion of its legal counsel.

11. Guarantor Subsidiaries - Consolidating Statements

The following condensed consolidating information, prepared in accordance with USGAAP, is presented in connection with the proposed guarantee of the debt restructuring plan, which will be senior secured obligations of Net Serviços de Comunicação S.A., ranking senior in right of payment to any all existing and future indebtedness of Net Serviços that is expressly subordinated to the new notes, will effectively rank senior in right of payment to unsecured indebtedness of Net Serviços to the extent of the value of the collateral securing the new notes (subject to any priority rights for such unsecured indebtedness pursuant to applicable law), and will rank pari passu in right of payment among themselves and with all existing and future senior indebtedness that is not expressly subordinated to the new notes; and are unconditionally guaranteed, on a joint and several basis, by each of Net Serviços de Comunicação S.A.’s consolidated subsidiaries, except for Net Criciuma Ltda.

The condensed consolidated balance sheet at September 30, 2004 and December 31, 2003 and the condensed consolidated statements of operations and cash flows for September 30, 2004 and September 30, 2003 are presented for (i) Net Serviços de Comunicação S.A. (Net Serviços parent company), (ii) guarantor subsidiaries which are all wholly-owned (wholly-owned subsidiaries combined) and the less than wholly owned subsidiary (CMA Participações S.A.), (iii) Net Criciuma Ltda. that is not a guarantor and (iv) elimination entries (eliminations). Net Serviços investments in subsidiaries and in equity investees are presented on the equity method of accounting in the condensed consolidated balance sheets and statements of operations. Net Serviços de Comunicação S.A. holds a direct 86% interest in Multicanal Telecomunicações S.A. and an indirect 14% interest through CMA-Participações S.A. Accordingly, for purposes of the aforementioned consolidated statements, Multicanal Telecomunicações S.A. and its wholly-owned subsidiaries have been included as “Wholly-owned subsidiaries (combined)”.

Condensed consolidating balance sheet at September 30, 2004

    Guarantors
   
  Net Serviços (parent company) Wholly-owned Subsidiaries (combined) Less than Wholly –owned Subsidiary Non-guarantor subsidiary Eliminations Net Serviços (consolidated)
 




Balance Sheet
Current assets
Cash and cash equivalents US$ 65  US$ 101,662  US$ -  US$ 55  US$ -  US$ 101,782 
Accounts receivable, net 42,636  - 76 - 42,712
Other current assets 21,248    7,490  - 86 (7,669) 21,155
 



  US$ 21,313  US$ 151,788  US$ -  US$ 217  US$ (7,669) US$ 165,649 
Property and equipment, net 24,017  327,322    592 - 351,931
Investments and advances to investees 2,078  18,357 - (18,364) 2,078
Investments and advances to consolidated subsidiaries 269,388  132,183  - US$ (401,571) -
Goodwill, net (consolidated subsidiaries) 240,286  19,759  - - - 260,045
Other assets 17,109  40,037  - 891 - 58,037
 



Total assets US$ 574,191  US$ 671,096  US$ 18,357  US$ 1,700  US$ (427,604) US$ 837,740 
 



Current liabilities
Accounts payable to suppliers and programmers US$ 1,571  US$ 63,926  US$ 3  US$ 264  US$ (3) US$ 65,761 
Short-term debt 422,055  (81,806) - - - 340,249
Due to related companies 13,097  79,975  - - (79,975) 13,097
Other current liabilities 17,340  226,351  - 263 - 243,954
 



  US$ 454,063  US$ 288,446  US$ 3  US$ 527  US$ (79,978) US$ 663,061 
Non-current liabilities
Accounts payable to programmers US$ - US$ 11,100 US$ - US$ - - US$ 11,100
Due to related companies 1,369  310,096  41 - (310,137) 1,369
Advances to equity investees 87,576  3,625  - - (91,201) -
Deferred sign-on, hookup fee and Programming benefit 1,838  27,186  16 - 29,040
Other payables and accruals 81,770  103,139    686 - 185,595
 
  US$ 626,616  US$ 743,592  US$ 44  US$ 1,229  US$ (481,316) US$ 890,165 
 



Advances for future capital     1,217    (1,217)
Minority interestes in consolidated subsidiaries     (7)  
Stockholders' equity (deficit)
Capital US$ 2,320,043 US$ 1,053,814 US$ 59,498 US$ 357 US$ (1,113,669)  US$ 2,320,043 
Accumulated deficit (2,138,888) (1,637,706) (39,712) 350 1,677,069 (2,138,888)
Cumulative translation adjustments (233,580) 511,390  (2,690) (236) (508,464) (233,580)
 



  US$ (52,425) US$ (72,502) US$ 17,096  US$ 471  US$ 54,936  US$ (52,425)
 



  US$ 574,191  US$ 671,096  US$ 18,357  US$ 1,700  US$ (427,604) US$ 837,740 
 



Condensed consolidating statements at September 30, 2004 and for the nine-month period then ended

    Guarantors
   
  Net Serviços (parent company) Wholly-owned Subsidiaries (combined) Less than Wholly –owned Subsidiary Non-guarantor subsidiary Eliminations Net Serviços (consolidated)
 




Statement of operations
Net revenue US$ -  US$ 341,768  US$ -  US$ 831  US$ (303) US$ 342,296 
Direct operating expenses (575) (180,292) - (463) 303 (181,027)
Selling, general and administrative expenses (20,733) (53,830) (31) (82) - (74,645)
Depreciation and amortization (5,779) (35,932) - (85) - (41,796)
Other, net (913) 6,219  - (16) - 5,290
Exchange gains (losses), net 1,043  (2,540) - (18) - (1,515)
Financial expense (81,975) (16,619) (8) (65) 3,801 (94,858)
Financial income 1,151  11,513  - 6 (3,801) 8,870
Equity in results of consolidated subsidiaries 65,562  (12,694) - - (52,868) -
Investees 1,444  - - - 1,444
Other, net (6,786) 7,415  - 1 - 630
Income tax 705  (4,029) - (53) - (3,377)
Minority interest in results of consolidated subsidiaries - - -
Income (loss) from operations, net of tax (2,040) - - - (2,040)
Loss from sale, net of tax (6,128) - - (6,128)
 
Loss for the period US$ (46,856) US$ 52,811 US$ (39) US$ 56 US$ (52,868) US$ (46,856)
 




Statement of Cash Flows
Net cash provided by operating activities US$ (68,343) US$ 116,798 US$ (39) US$ 4 USS 39 US$ 48,459
Cash used in investing activities          
Acquisition of property and equipment (1,175) (29,787)    (34)    (30,996)
Acquisition of investments and advances 39,225  (28,207)    (11,021) (3)
Proceeds from sale of equipment 42  11,723     (3)    11,762 
Net cash provided by financing activities            
Change in overdraft facilities, net            
. Short-term debt            
.. Issuances         -
.. Repayments (179)         (179)
. Long-term debt            
.. Issuances            
.. Repayments            
. Related party loans            
.. Issuances 134,451  55,914  38 730 (191,133) -
.. Repayments (106,156) (95,297)    (663) 202,116 -
Effect of exchange rate changes on cash and cash equivalents 2,170  1,750  - 8 - 3,928
Cash and cash equivalents -            
beginning of period 30  68,768  1 13 (1) 68,811
 




Cash and cash equivalents - end of period US$ 65 101,662 US$ - US$ 55 - US$ 101,782
 




Condensed consolidating balance sheet at December 31, 2003

    Guarantors
   
  Net Serviços (parent company) Wholly-owned Subsidiaries (combined) Less than Wholly –owned Subsidiary Non-guarantor subsidiary Eliminations Net Serviços (consolidated)
 




Balance Sheet
Current assets
Cash and cash equivalents US$ 30  US$ 68,767  US$ 1  US$ 14  US$ (1) US$ 68,811 
Accounts receivable, net - 35,988 - 66 - 36,054
Other current assets 13,940 7,013 - 74 (10,741) 10,286
 




  US$ 13,970  US$ 111,768  US$ 1  US$ 154  US$ (10,742) US$ 115,151 
Property and equipment, net 30,638 331,804 - 345 10,741 373,528
Investments and advances to investees 2,403 - - - - 2,403
Investments and advances to consolidated subsidiaries 216,768 22,531 18,161 681 US$ (258,141) -
Goodwill, net (consolidated subsidiaries) 248,961 19,678 - - - 268,639
Other assets 19,017 42,752 - 18 (19,817) 41,970
 




Total assets US$ 531,757  US$ 528,533 US$ 18,162 US$ 1,198 US$ (277,959) US$ 801,691
 




Current liabilities
Accounts payable to suppliers and programmers US$ 13,206  US$ 63,156  US$ 2  US$ 191  US$ (2) US$ 76,553 
Short-term debt 283,702 113,307 - - (47,077) 349,932
Due to related companies 7,289 143,349 - - (150,638) -
Other current liabilities 132,938 28,686 - 103 (5,990) 155,737
 




  US$ 437,135  US$ 348,498 US$ 2 US$ 294 US$ (203,707) US$ 582,222
Non-current liabilities
Accounts payable to programmers US$ -  US$ 16,051 US$ - US$ - - US$ 16,051
Due to related companies 2,063 277,413 - - (277,413) 2,063
Deferred sign-on, hookup fee and Programming benefit 2,334 21,558 - 7 - 23,899
Other payables and accruals 93,116 86,742   489 - 180,347
 




  US$ 534,648  US$ 750,262 US$ 2 US$ 790 US$(481,120) US$ 804,582
 




Advances for future capital      1,204   (1,204)  
Minority interestes in consolidated subsidiaries - 136 - - (136) -
Stockholders' equity (deficit)           
Capital US$ 2,320,043 US$ 1,042,765  59,498  US$ 357 US$ (1,102,620) US$ 2,320,043
Accumulated deficit (2,092,032) (1,767,357) (39,672) 294 1,806,735 (2,092,032)
Cumulative translation adjustments (230,902) 502,727 (2,870) (243) (499,614) (230,902)
 




  US$ (2,891) US$ (221,865) 16,956 US$ 408 US$ 204,501 US$ (2,891)
 




  US$ 531,757  US$ 528,533 US$ 18,162 US$ 1,198 US$ (277,959) US$ 801,691
 




Condensed consolidating statements at September 30, 2003 and for the nine-month period then ended

    Guarantors
   
  Net Serviços (parent company) Wholly-owned Subsidiaries (combined) Less than Wholly –owned Subsidiary Non-guarantor subsidiary Eliminations Net Serviços (consolidated)
 




Statement of operations
Net revenue US$ -  US$ 281,586  US$ -  US$ 681  US$ (1,276) US$ 280,991 
Direct operating expenses (156,527) - (382) 1,276 (155,633)
Selling, general and administrative expenses (14,021) (38,509) (17) (64) 17 (52,594)
Depreciation and amortization (8,428) (39,820) - (86)   (48,334)
Other, net 692  (3,024) - (4)   (2,336)
Exchange gains (losses), net 23,316  16,439  - (4)   39,751
Financial expense (62,177) (18,666) (6) (33) 590 (80,292)
Financial income 1,356  3,937  - 4 (584) 4,713
Equity in results of consolidated subsidiaries          
Investees 44,245  (13,322) -   (31,763) (840)
Other, net (840) (694) - 1 - (1,533)
Income tax (840) (493) - (51) - (1,384)
Minority interest in results of consolidated suibsidiares (6) 70  -   (64) -
Income (loss) from operations, net of tax 788  - -   788
 




Loss for the period US$ (16,703) US$ 31,765  US$ (23) US$ 62  US$ (31,804) US$ 16,703)
 




Statement of Cash Flows
Net cash provided by operating activities US$ (535,411) US$ 216,255  US$ (25) US$ (802) US$ 362,466  US$ 42,483 
Cash used in investing activities            
Acquisition of property and equipment (6,475) (6,701) - (36) - (13,212)
Acquisition of investments and advances 423,029  199,819  -   (624,067) (1,219)
Proceeds from sale of equipment 771  2,640  - 10   3,421
Net cash provided by financing activities            
Change in overdraft facilities, net            
. Short-term debt            
.. Issuances 37  -   - 37
.. Repayments (86) -   - (86)
. Long-term debt            
.. Issuances -   -  
.. Repayments -   -  
. Related party loans            
.. Issuances 52,567  536,896  26 710 (590,183) 16
.. Repayments (14,399) (837,391) - - 851,784 (6)
Effect of exchange rate changes on cash and cash equivalents 79,724  (74,903) - 118   4,939
Cash and cash equivalents - beginning of period 260  15,491  - 4 - 15,755
 




Cash and cash equivalents - end of period US$ 17  US$ 52,106 US$ 1 US$ 4 US$ - US$ 52,128
 




12.Subsequent events

On November 5, 2004, the Company has filed the following registration statements:

(i) with the Brazilian Securities and Exchange Commission (“CVM”) the application for registration of its fourth issue of debentures; and

(ii) with the U.S. Securities and Exchange Commission (“SEC”) on Form F-4, the filing for registration of the exchange offer of Multicanal Senior Guaranteed Notes for new Senior Secured Notes to be issued by the Company.

 


 
SIGNATURE
 
 
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.

Date: February 4, 2005

 
NET SERVIÇOS DE COMUNICAÇÃO S.A.
By:
/S/  Leonardo Porciúncula Gomes Pereira

 
Leonardo Porciúncula Gomes Pereira
Chief Financial Officer
 

 

 
FORWARD-LOOKING STATEMENTS

This press release may contain forward-looking statements. These statements are statements that are not historical facts, and are based on management's current view and estimates of future economic circumstances, industry conditions, company performance and financial results. The words "anticipates", "believes", "estimates", "expects", "plans" and similar expressions, as they relate to the company, are intended to identify forward-looking statements. Statements regarding the declaration or payment of dividends, the implementation of principal operating and financing strategies and capital expenditure plans, the direction of future operations and the factors or trends affecting financial condition, liquidity or results of operations are examples of forward-looking statements. Such statements reflect the current views of management and are subject to a number of risks and uncertainties. There is no guarantee that the expected events, trends or results will actually occur. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations.