<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-K/A

|X|  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

     For the fiscal year ended December 31, 2000

                                       OR

|_|  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

     For the transition period from                 to                .

                        Commission file number: 000-29391

                               VIA NET.WORKS, INC.
             (Exact name of registrant as specified in its charter)


                                    Delaware
                          (State or other jurisdiction)

                                   84-1412512
                      (I.R.S. Employer Identification No.)


                        2100 Sunset Hills Road, Suite 110
                             Reston, Virginia 20190
                    (Address of principal executive offices)

       Registrant's telephone number, including area code: (703) 464-0300

             Securities registered pursuant to Section 12(b) of the
               Act: None Securities registered pursuant to Section
                                12(g) of the Act:
                     Common stock par value $.001 per share

     Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter periods that the
registrant was required to file such report(s)) and (2) has been subject to such
filing requirements for the past 90 days. Yes |X| No |_|

<PAGE>

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10K or any amendment to this
Form 10-K. |X|

     As of March 1, 2001, the aggregate market value of the 53,774,468 shares of
common stock held by non-affiliates of the registrant was $282,315,957.00, based
on the closing sale price ($5.25) of the registrant's common stock as reported
on the Nasdaq National Market on such date. (For this computation, the
registrant has excluded the market value of all outstanding shares of its common
stock reported as beneficially owned by executive officers and directors of the
registrant and certain other stockholders; such exclusion shall not be deemed to
constitute an admission that any such person is an "affiliate" of the
registrant.) As of March 1, 2000, there were outstanding 54,074,899 shares of
the registrant's common stock and 6,770,001 shares of the registrant's
non-voting common stock.


                              EXPLANATORY NOTE


This Form 10-K/A amends the Registrant's Annual Report on Form 10-K for the year
ended December 31, 2000 as filed on March 27, 2001 and is being filed to reflect
the restatement of the Registrant's consolidated financial statements. The
reasons for and effects of this restatement are presented in Note 12 to the
consolidated financial statements. Except for the consolidated financial
statements, Items 1 of Part I and Items 6, 7 and 8 of Part II, no other
information included in the original report on Form 10-K is amended by this Form
10-K/A. The Registrant has not updated the disclosures in this Form 10-K/A to
reflect any events subsequent to the Registrant's initial filing of its Annual
Report on Form 10-K on March 27, 2001. The Registrant has also not updated the
section entitled "Risk Factors" found in Part I Item 1 which speaks as of March
27, 2001. For the most recent information concerning the Registrant and updated
Risk Factors, please see the Registrant's Quarterly Report on Form 10-Q for the
quarter ended June 30, 2001. In this Form 10-K/A, references or comparisons to
results for the year ended December 31, 2000 or results of quarters within 2000
are to restated results.



                       DOCUMENTS INCORPORATED BY REFERENCE

     Portions of the registrant's proxy statement for the annual shareholders
meeting to be held on May 23, 2001 are incorporated by reference into Part III
of this annual report.

<PAGE>

                               VIA NET.WORKS, INC.

                                TABLE OF CONTENTS

                                                                            Page

PART I ...................................................................     3
Item 1.     Business .....................................................     3
            Risk Factors .................................................    15
Item 2.     Properties....................................................    21
Item 3.     Legal Proceedings.............................................    21
Item 4.     Submission of Matters to a Vote of Security Holders...........    21

PART II ..................................................................    21
Item 5.     Market for Registrant's Common Stock and Related Stockholder
               Matters....................................................    21
Item 6.     Selected Financial Data ......................................    22
Item 7.     Management's Discussion and Analysis of Results of
               Operations and Financial Condition ........................    24
Item 7A     Quantitative and Qualitative Disclosures About Market Risk ...    33
Item 8.     Financial Statements and Supplementary Data ..................    34
Item 9.     Changes in and Disagreements with Accountants on Accounting
               and Financial Disclosure...................................    34

PART III .................................................................    35
Item 10.    Directors and Executive Officers of the Registrant............    36
Item 11.    Executive Compensation........................................    40
Item 12.    Security Ownership of Certain Beneficial Owners and
               Management.................................................    40
Item 13.    Certain Relationships and Related Transactions................    40

PART IV ..................................................................    41
Item 14.    Exhibits, Financial Statements, Schedules and Reports on
               Form 8-K...................................................    41

SIGNATURES ...............................................................    43

Index to Financial Statements and Financial Statement Schedules ..........   F-1
Exhibit Index.............................................................   E-1



<PAGE>

                                     PART I

Item 1. Business

     Some of the information contained in this Form 10-K, including the
following discussion and "Management's Discussion and Analysis of Financial
Condition and Results of Operations" set forth in Part II, Item 7 of this Form
10-K, contains forward-looking statements. Forward-looking statements relate to
future events or our future financial performance. In some cases, you can
identify forward-looking statements by terminology such as "may," "will,"
"should," "expects," "plans," "anticipates," "could," "believes," "estimates,"
"predicts," "potential" or "continue" or the negative of these terms or similar
words. Forward-looking statements in this Form 10-K include statements regarding
our ongoing strategy implementation that appear below under the heading "The VIA
NET.WORKS Strategy," statements regarding our plans to expand our network that
appear below under the heading "Our Network," and statements regarding our plans
to expand our sales capabilities that appear under the heading "Sales and
Marketing." These statements are only predictions. Actual events or results may
differ materially. Information regarding the risks, uncertainties and other
factors that could cause actual results to differ from the results in these
forward-looking statements are discussed under "Risk Factors" beginning on page
15 of this Form 10-K. You are urged to carefully consider these factors, as well
as other information contained in this Form 10-K and in our other periodic
reports and documents filed with the Securities and Exchange Commission.

     Unless the context otherwise requires, as used in this Form 10-K, the terms
"VIA," "our," or "we" refer to VIA NET.WORKS, Inc. and its subsidiaries.

     VIA NET.WORKS is a leading international provider of single source Internet
solutions for businesses. We operate in Europe, Latin America and the United
States. By targeting businesses in Europe and Latin America, we are positioned
to capitalize on some of the most rapidly growing areas of the Internet market.
Our European and Latin American markets have a relatively low number of total
Internet users, and businesses in each region have a relatively low number of
Internet services available to them. By choosing to serve these market segments,
we have the opportunity to sell our services to a large number of businesses
that have identifiable Internet needs but little or no Internet experience. Once
we have developed relationships with these customers, we can upgrade them from
entry-level Internet access services to more sophisticated and higher margin
solutions such as managed application hosting and virtual private networking. In
our U.S. market, we focus exclusively on web-related services such as shared and
dedicated web hosting, and domain name registration, and Internet security
services such as managed firewalls and virtual private networks, or VPNs. Our
U.S. operation allows us to meet the U.S. web-hosting and security needs of our
large international customer base.

     Since our founding in late 1997, we have rapidly established our
international presence by acquiring, integrating and growing business-focused
Internet services providers in 14 countries. As of December 31, 2000, we had
103,300 customers in Europe, of which 59% were businesses, 34,200 customers in
Latin America, of which 35% were businesses, and 7,700 customers in the U.S.,
all of which were businesses. As of December 31, 2000, we also hosted 52,900 web
sites and had registered 354,700 domain names.

     We are a customer-focused sales, marketing and service organization. We
leverage our local marketing, sales and customer care efforts with the benefits
of our global scale by providing our local operations international network
capacity, marketing support, capital and management resources. We believe that
our local focus combined with our global capabilities will allow us to increase
both our market share and revenue.

The VIA NET.WORKS Strategy

     The rapidly growing demand for Internet access and other value-added
Internet services, coupled with low barriers to entry into the marketplace, has
resulted in a highly fragmented Internet services industry. There are
approximately 12,000 Internet services providers in our markets, of which over
one third operate in Europe and Latin America. We believe small and mid-sized
businesses in our targeted European and Latin American markets

<PAGE>

are under-served by both large and small Internet services providers. Large
Internet services providers in Europe and Latin America which generally focus on
Internet access products and rely on indirect sales, telemarketing and remote
customer call centers to serve their customers, typically lack the local
presence needed to provide customized, hands-on solutions to small and mid-sized
business customers. Small, local Internet services providers in these markets
typically cannot provide dedicated, high-capacity Internet access,
round-the-clock support and a complete range of competitively priced service
offerings.

     Businesses initially used the Internet by establishing web sites to improve
internal and external corporate communications. Internet access provides a
company with a basic gateway to the Internet, allowing it to use e-mail, access
information, and communicate and conduct transactions with employees, customers
and suppliers. Over the past several years, web sites have also provided
companies with an identity and interactive presence on the Internet, allowing
them to post company information and automate business processes such as sales,
order entry and customer service. Increasingly, businesses worldwide are using
the Internet for critical applications, such as purchasing and project
management, customer service, and on-line sales and marketing. The Internet
presents a compelling opportunity for businesses by enabling them to reduce
operating costs, increase productivity, access valuable information and reach
new markets.

     While recognizing the benefit of having a presence on the Internet,
businesses often do not have the resources to implement and maintain rapidly
changing technologies, create and update content and communicate with employees,
customers and suppliers electronically. Our customers also seek to avoid
overhead costs required to maintain necessary systems not directly related to
their business offerings. Outsourcing arrangements provide a simple and
cost-effective solution to these challenges. Businesses have increasingly begun
to outsource certain IT functions such as network security, virtual private
networking, collaborative and customer relationship applications, as well as
sophisticated enterprise-wide applications including intranets, network
management systems and enterprise resource planning systems.

     Our goal is to become the premier provider of international Internet
solutions for businesses in Europe and Latin America. We intend to reach our
goal by:

     Leveraging the agility and responsiveness of our local, customer-focused
operations to deliver world-class service and technical support. In our
experience, businesses generally seek a provider with locally based personnel
with whom they can establish a long-term relationship. We have operations in 14
countries, with personnel who are available to respond to technical issues and
who can assist in developing and implementing effective Internet solutions. Our
local management teams retain the responsibility for managing day-to-day
operations by meeting the demands of business customers in their markets. We
maintain sales, technical and customer care teams locally so that customer
service remains rapid and responsive.

     Harnessing the reliability and quality of our own international network to
meet business customers' needs. Our high capacity pan-European and
trans-Atlantic networks, coupled with the VIA global network operations center,
enable our operations to compete on a global scale and to provide customers with
sophisticated international Internet solutions.

     Delivering single-source Internet solutions to our customers. We deliver
starter solutions that provide all the essential elements for businesses to
quickly and effectively establish and strengthen their Internet presence. We
deliver tailored solutions for customers requiring more sophisticated,
business-critical Internet capabilities. In both cases, we can offer a
single-source solution to increase customer satisfaction, reduce customer churn
and better leverage our network infrastructure and sales and marketing
resources.

     Providing Internet solutions that give businesses more productive, cost
effective ways to communicate information. Businesses continue to increase their
use of the Internet as a business tool. We deliver solutions that allow our
customers to integrate web-based products and services into their existing
business processes, increasing productivity and reducing cost.

     Building the VIA NET.WORKS brand one customer at a time. We establish long
lasting relationships with our


<PAGE>

customers by focusing on customer service and products that meet the customers'
needs. We are converting all our acquired companies and brands to the VIA
NET.WORKS name to simplify communications to customers and solidify our brand.

     Delivering quality customer service supported by continued investment in
billing, back-office and customer care systems. Our customers will benefit from
our continuing investment in billing, back-office and customer care systems
through high quality and responsive customer service. We intend to provide all
our customers round-the-clock technical support and customer service for
mission-critical applications.

     Continuing investment in network infrastructure and product development. We
have made significant investments in our network and operating infrastructure.
We will continue to upgrade and expand our network capacity in each of the 14
countries in which we operate based upon customer demand. We are increasing the
web hosting, security, data storage and processing capacities of our local
operating companies and in select VIA data centers to take advantage of cost
efficiencies. These infrastructure improvements will increase our capacity to
expand the services we offer and acquire additional customers.

Our Network

     Our pan-European and trans-Atlantic network provides our European
operations with high capacity and resilient transport, as well as redundant
Internet Protocol peering and transit arrangements. Our network is connected to
the Internet by multiple peering arrangements at major commercial Internet
exchanges and through transit agreements from multiple major carriers. Using
these diverse connections, our network dynamically routes traffic over the
network of the provider best able to deliver the data in the most efficient
manner. Direct connections to multiple major carriers and Internet exchanges
assure reliable service levels, protecting against traffic congestion and
network outages. We have designed a redundant network to avoid any single point
of failure. Our U.S. and Latin American operations are currently connected to
the Internet by multiple leased, high-speed links. We are in the process of
connecting our U.S. operations to our network and expect to expand our network
and network operations center infrastructure to Latin America as capacity
becomes commercially available.

     The local networks of our European operations are connected to our
international network via redundant traditional local area and wide area
networks or high-capacity fiber, and co-location of routers. Where co-location
is not an option, our local operations access our international network through
high-speed data communications facilities. Our European network operations
center, which is located in Duisburg, Germany, is staffed 24 hours a day, 7 days
a week, by Internet systems engineers who are responsible for monitoring the
performance of our network equipment. From this center, we are able to
efficiently identify and correct network problems either remotely or by local
dispatch.

     The backbone of our network is made up of two STM-1 fiber optic cable
rings, each providing 155 Mbps of redundant capacity. The first ring provides
trans-Atlantic capacity and connects our New York City and London network nodes.
We have a 25-year Indefeasible Right of Use, or IRU, from Global Crossing, an
owner of fiber optic cable systems, that expires June 2024. Our agreement with
Global Crossing also provides us with the right to acquire additional network
capacity. The second ring provides pan-European capacity with network nodes in
up to seven European cities. We currently have network nodes in London,
Dusseldorf, Amsterdam, Paris, and Geneva. We have a 20-year IRU from a European
subsidiary of Dynegy, Inc. that expires in July 2019.

     We maintain a network in the United States to facilitate access by our
European customers to the large number of web sites hosted in the United States.
We are located at major public peering locations in Washington, D.C., Chicago,
Palo Alto and New York. Our U.S. network nodes are interconnected through
diverse DS-3, or 45 Mbps capacity, data communications facilities provided by
local telephone companies, inter-exchange carriers and specialized carriers.

     VIA's network connects to Tier 1 Internet transit providers and major
public peering locations in London, Frankfurt, Amsterdam, Washington, D.C. and
Palo Alto, where we have co-located routers. A substantial number of


<PAGE>

our operating companies have established peering relationships with other local
or regional Internet services providers. In peering relationships, Internet
services providers agree to carry each others' traffic on their networks to
improve performance and reduce congestion and costs. We are in the process of
establishing additional peering relationships with international Internet
services providers. Peering relationships can take the form of either public
peering or private peering. Public peering takes place at a physical location,
usually a network access point, designed for the exchange of Internet traffic
between private Internet services providers. Private peering involves an
agreement between two Internet service providers allowing traffic to pass
between each other's networks at private connection points without having to
traverse the public Internet and public peering points.

Products and Services

     We currently offer a comprehensive portfolio of single source Internet
solutions for business on both an integrated and stand-alone basis These
solutions are constructed and delivered to give businesses more productive, cost
effective ways to communicate information. As businesses increase the use of the
Internet as a business tool and integrate web-based products and services into
their business processes, our solution portfolio fulfills every business' need
to enhance the bottom line and to reduce risk.

     Our solutions are packaged to address the needs of businesses that have
immediate needs for a web presence or for specific Internet capabilities. Our
solutions are also packaged to address more sophisticated Internet requirements.
We do not currently offer all of our services in each of our markets. The
specific products offered in each of our operations are determined by the needs
of the market, competition and local regulations.

     Starter Solutions. For businesses new to the Internet, our starter
solutions provide a simple way to establish an online presence quickly and
easily. These solutions consist of pre-packaged Internet tools that can be
purchased individually or in a bundled solution.

          Internet access and email. We provide access through dial-up,
     dedicated line and other technologies, including broadband cable,
     integrated services digital network, or ISDN, and digital subscriber line,
     or DSL. The access services we offer vary from market to market depending
     on availability and local regulation. Each access service can be packaged
     with email services to enhance the communication capabilities of our
     customers. We encourage our dedicated access customers to include our
     managed firewall services to protect against external attack. We also offer
     businesses global roaming, which is the ability to easily and inexpensively
     access their e-mail and the Internet while avoiding expensive long distance
     or international telephone charges.

          Web-site hosting. Web-site hosting offers business customers a
     presence on the Internet providing them with marketing and customer service
     opportunities, as well as opportunities to increase productivity and
     eliminate costs from their business processes. Our web hosting services are
     complemented by web authoring, web-site development and web-site management
     services. We offer our customers web hosting services through Internet data
     centers located in our local operations. As of December 31, 2000, we hosted
     approximately 52,900 web-sites.

          Domain registration. We deliver domain registration services for all
     general Top Level Domains, such as .com, .net and .org, as well as
     worldwide country-level Top Level Domains, such as .br, .mx and .fr. As of
     December 31, 2000 we registered approximately 354,700 domains.

     Tailored Solutions. For customers ready to take advantage of more
sophisticated Internet capabilities, our tailored solutions combine the basic
starter Internet services with advanced Internet solutions. These customized
solutions provide a comprehensive array of Internet services, that we integrate,
manage and update for our customers on an ongoing basis.

          Connectivity services. We customize Internet connectivity services for
     each customer to meet their specific requirements. This may include on-site
     installation, hardware and software configuration and


<PAGE>

     integration with the customer's network. Our tailored connectivity
     solutions can address multiple-site, multiple-use and mobile user business
     applications.

          Hosting services. Our advanced hosting services combine basic web
     hosting with more sophisticated applications such as intranets, extranets,
     exchanges, and business productivity capabilities. These services allow our
     business customers to outsource the management of their internal databases
     and other business applications. We also deliver high-end hosting
     technologies to improve the performance and resilience of business
     applications, including mirroring, caching, and clustering services.

          Security services. As customers make Internet services a part of their
     external and internal business processes, particularly to transmit or
     electronically share confidential or proprietary business information,
     maintaining data security becomes critical. Our security solutions provide
     customers with the ability to:

          . prevent unauthorized users from accessing their internal network,

          . authenticate users seeking access to proprietary or confidential
            information,

          . increase security for company data transmitted through the Internet,
            and

          . filter viruses, unsolicited bulk-email, and other selected items
            from business communications.

          We provide extensive network security solutions to businesses of all
     sizes, delivering managed and unmanaged firewall and VPN capabilities.
     Internet-based VPNs can significantly reduce the cost of existing wide area
     networks by the secure and encrypted transmission of private traffic
     through the public Internet. Our security experts can design, provision,
     and manage these security solutions for customers, eliminating or reducing
     the costs of internal network and technical security staff.

          Professional services. Many of our customers do not have the internal
     resources or personnel to design or maintain Internet functions. As
     businesses rely more on the Internet for important business applications,
     they are increasing their outsourcing of information technology
     applications. To meet this need, we offer onsite, professional services to
     customers. Our local operations offer a broad range of professional
     services to their customers, including network and system design, web
     design, web-site development and maintenance, VPN and Internet security
     design and implementation, and other Internet-related services.

Organization

     We have locally managed operations in 14 countries in Europe and the
Americas. In order to best serve the market-specific needs of our target
customer base, each of our operations is staffed with local management, sales,
technical and customer care personnel. Our local managers retain the authority
to manage the day-to-day operations of their businesses and meet the Internet
business needs of customers in their local markets. We serve our customers in
their own language, their own currency and with management and staff who
understand the regulations and business practices in the markets in which they
operate. We believe that by maintaining this type of presence within each of our
markets, we are in the best position to understand, and provide solutions for,
the Internet needs of our customers.

     The following table summarizes our operations in Europe, Latin America and
the United States by geographic operating segment, country operating company and
revenue contribution. This table is pro forma as if all acquisitions and
dispositions occurred on January 1, 2000. As of December 31, 2000, we owned 100%
of all our operations except for Net4You, of which we owned 58%, M&CNet, of
which we owned 60%, VIA NET.WORKS Ireland, of which we owned 77% and VIA
NET.WORKS Spain, of which we owned 88%. In December 2000, we sold our equity
interest in Ecce Terram, a small operation in Germany.

     VIA operates in 14 countries organized into four geographic operating
regions:

<PAGE>

     . Central and Western Europe

     . United Kingdom, Ireland and Southern Europe

     . South America

     . North America

<PAGE>

                                 VIA Operations

<TABLE>
<CAPTION>

                                                                               Percentages of
                                                                               Total Pro Forma
                                                                                   Revenue
                                                                                 for the Year
                                                                                    Ended
                                          Operating Company                   December 31, 2000
Country of Operating                  -------------------------                 (as restated)
--------------------
<S>                        <C>                                                <C>
Central and Western Europe:
     Austria               Net4You..............................................      1%
     France                Artinternet..........................................      1
                           DNS  .                                                     7
                           MNET .                                                     1

     Germany               VIA NET.WORKS Deutschland (formerly GTN).............      8
                           Highspeed-Server Eisnet..............................      1
                           INS  .                                                     2
                           ISAR .                                                     3

     The Netherlands       bART .                                                     3
                           IAE  .                                                     3

     Switzerland           M&CNet...............................................      2
                           VIA NET.WORKS (Schweiz) (formerly Smartcomp).........      3

United Kingdom, Ireland and Southern Europe:
     United Kingdom        VIA NET.WORKS UK

                           (formerly i-way, U-Net, WWS and Netlink).............     38


     Ireland               VIA NET.WORKS Ireland (formerly MediaNet)............      1
     Italy                 VIA NET.WORKS Italia (formerly Meridian Microtech)...      1
     Portugal              VIA NET.WORKS Portugal ..............................      2
     Spain                 VIA NET.WORKS Spain .................................      2

South America:
     Argentina             VIA NET.WORKS Argentina .............................      2
                           ServiceNet .......................................... (less than) 1
     Brazil                VIA NET.WORKS Brasil (formerly Dialdata) ............      3

North America:
     Mexico                VIA NET.WORKS Mexico (formerly InfoAcces)............     12
     United States         IMC Online...........................................      4

</TABLE>

     We have agreements with the minority stockholders of our majority-owned
operating companies that give us the right, after a specified period of time, to
purchase their shares in those operating companies based on predetermined price
formulas which consider revenue growth, operating results and cash flows. In
some cases, the minority stockholders have the right to purchase our shares in
those operating companies if we do not exercise our purchase right by a
specified date.

     Regional operating, marketing and financial personnel, hired in the regions
they serve, support our local operations. In all regions, a Vice President is
responsible for monitoring the results of, coordinating efforts among, and
assisting in the management of our local operations. Regional marketing
personnel create marketing and advertising programs to promote cross-market
brand recognition and assist our operating managers with local product,
marketing and sales efforts. European financial personnel assist our local
operations with financial reporting, budget preparation and the implementation
of proper financial policies, procedures and controls. We will recruit similar
regional financial positions to support our other regions when the size of those
regions warrants this staffing level.

     We maintain a small headquarters staff, located in Reston, Virginia, to
perform and coordinate company-wide

<PAGE>

activities. We intend to keep our headquarters staff small, performing as many
functions as possible within the regions and local operations.

Sales and Marketing

     We sell our business solutions through local sales efforts, supported by
local advertising and promotion programs. Our local direct sales and marketing
force is our primary sales tool, but we also maintain significant distribution
capabilities through reseller and referral channels. We will continue to expand
both our direct and indirect sales capabilities, as well as develop new product
and strategic relationships to support those efforts.

     Direct sales. Each of our local operating companies has a direct sales
force. Depending on the market, the local sales force may include large client
field sales, small to medium sized businesses field sales, and telemarketing
representatives. Typically, telemarketing representatives, both inbound and
outbound, handle sales of basic services, where consulting, customization or
training is not required. Field sales representatives handle sales of more
sophisticated services. Our field representatives are technically proficient
Internet specialists who understand the business environment of their customers
and who can tailor Internet solutions to meet customer and market specific
needs.

     Our local operations maintain customer and prospect data that is used to
identify likely users of existing and new services. They also maintain
competitive data that is used to identify areas of opportunity for new products
and services. Depending on the accepted practices and regulations in their
markets, our operating companies may use techniques such as email, direct mail
or fax, outbound telemarketing, seminars and trade shows to target large
potential customer groups that they believe would benefit from our single source
Internet solutions for business.

     Indirect sales. In many of our markets, indirect sales channels represent a
significant source of revenue and revenue growth. Our operations have various
indirect sales channels within their markets. These include reseller and
distributor relationships with systems integrators, value-added resellers,
marketers of other subscription-based products and others who have established
relationships with our target customers and sales forces capable of selling
Internet services. Our operations also maintain relationships with referral
partners, such as web designers and advertising agencies, whose core businesses
typically do not include providing Internet services, but who represent a
valuable source of leads.

Competition

     Though Internet usage remains lower in Europe and Latin America than in the
more mature United States market, high growth rates and large potential market
sizes continue to attract many new entrants. Though the number of competitors in
our markets has increased, many of these competitors focus on a single Internet
product and cannot provide single source Internet solutions for businesses.
Though our specific competitors vary from market to market, they generally are
international, regional and local Internet services providers, long distance and
local exchange telecommunications companies, cable television companies or
on-line services providers.

     Internet services providers. According to IDC, there are approximately
12,000 Internet services providers, including hosting and other value added
service providers, in the United States, Europe and Latin America, with more
than one third of those in the latter two markets. Depending on the market, our
primary competitors may be small, local services providers with limited ranges
of service and geographic reach, or large international or regional services
providers with broad services offerings, large network capacities and wide
geographic presence. The small, local providers often focus on consumer dial-up
Internet access and frequently do not have the services or expertise to assist
small and mid-sized businesses in establishing a presence on the Internet or
creating an Internet platform to support their business processes. The large
international and regional providers also often focus on consumer dial-up
Internet access. Large Internet services providers having a range of services
required to meet the needs of small and mid-sized businesses may not have the
local personnel and market expertise to effectively implement solutions for this
customer base. By combining local market expertise and service with an
international network and a wide range


<PAGE>


of services targeted towards small and mid-sized business customers, we are able
to compete effectively with both large and small Internet services providers.

     Telecommunications companies. Many of the major international
telecommunications companies offer Internet services in our markets, either
directly or through subsidiaries or alliances. In several of our markets, former
telecommunications monopolies have been deregulated and privatized, and have
also become providers of Internet services. Both incumbent and new
telecommunications companies are beginning to use high-speed wireline and
wireless technology to bypass overcrowded, existing networks and are offering
Internet and corporate data services as well. Generally, these companies focus
on consumer dial-up Internet access and large corporate accounts, customer bases
that generate high volume data traffic to carry on their networks. We believe
that our focus on providing tailored solutions to meet the Internet needs of our
business customers will allow us to compete effectively with telecommunications
company competitors. We also believe that our local market expertise and
service, global infrastructure and focus upon the needs of businesses will
enable us to compete effectively for these customers.

     Cable television companies. Cable operators in some of our markets have
either introduced or announced that they intend to offer Internet access
services, both by upgrading their networks and using new, cable modem
technology. Their existing customers are primarily residential and their
physical networks are largely limited to residential areas. We therefore expect
these companies to present relatively little competition for small and mid-sized
business customers in our markets.

     On-line service providers. We compete with large on-line and portal
services providers in Europe and Latin America. These on-line services providers
generally have business models that rely on consumer dial-up access and
advertising revenue. We therefore expect these companies to present relatively
little competition for small and mid-sized business customers in our markets.

Intellectual Property and Proprietary Rights

     We rely on trademark and copyright law, laws restricting unfair trade
practices, laws relating to trade secret protection and confidentiality and/or
license agreements with our employees, customers, partners and others to protect
our intellectual property rights. The applicability and enforceability of legal
principles concerning intellectual property rights in an Internet context remain
uncertain as the courts and legislatures in each country continue to address the
issues. Substantially all of the countries in which we operate are signatories
to international treaties relating to the protection of intellectual property.
Nonetheless, in many of these countries, the courts have not had the opportunity
to address the legal issues within the Internet context to the same degree as
United States courts. It is therefore uncertain whether the intellectual
property of our non-U.S. operations will be subject to a lesser or different
degree of protection than generally afforded in the United States.

     In Europe and in our markets in the Americas, we pursue the registration of
trademarks for marks that we believe are particularly unique and that will be
used in our business over a long period of time. Conversely, we have not pursued
registration of trademarks of our local operations where we have decided to
transition entirely to the VIA NET.WORKS mark over a short period of time. We
have applied for registration of the VIA Net Works Argentina mark in Argentina.
We have also applied for registration of the VIA NET.WORKS mark and variations
of that mark in Mexico. In the United States, we have applied for registration
of the mark consisting of our logo and the name "VIA NET.WORKS" and variations
of this mark. In Portugal we have applied for registration of some marks because
registration is required as a condition to obtaining the right to use specified
domain names. We hold trademarks and registrations for other marks in some other
countries as well.

     Except as noted above, to date we have not pursued the registration of the
trademark VIA NET.WORKS, or variations of this mark. Consequently, a competitor
with senior rights in a mark similar to ours may be able to argue successfully
that we should be barred from continuing to use our mark, or our competitors may
adopt product or service names similar to ours, thereby impeding our ability to
build brand identity and possibly leading to customer


<PAGE>

confusion. Defending trademark infringement litigation and policing unauthorized
use of our marks is also difficult and expensive. For more information regarding
difficulties we may have in protecting our brand names, please see "Risk
Factors" later in Item 1 of this Form 10-K.

     We actively seek to protect our marks against similar and confusing marks
of third parties by:

     .  using our local law firms and management teams to identify applications
        to register trademarks

     .  filing oppositions to third parties' applications for trademarks and

     .  if necessary, bringing lawsuits against infringers


Regulatory Matters

     No uniform body of law specific to the regulation of Internet services or
Internet services providers exists in Europe or the Americas. However, many
local laws, which are not specific to Internet services and uses of the
Internet, apply to the provision of our services generally. The enforcement of
these laws may fall within the powers and duties of a number of regulatory
bodies. As a new and important medium for communication and business
transactions, the Internet is undergoing considerable legal and regulatory
scrutiny worldwide. New laws and regulations regarding the Internet have been
proposed or are currently being considered in many countries in which we
operate, covering issues such as user privacy and information security, wire
tapping, obscenity and child protection, defamation, taxation, and intellectual
property rights. At the same time, the application of existing laws to
communications and the transaction of business through the Internet are being
clarified and refined. We cannot predict what impact future judicial,
legislative or regulatory changes will have on the industry in general or our
operating results specifically, or whether local regulatory bodies will question
our compliance with applicable regulations.

     For example, due to the global nature of the Internet, it is possible that,
although the equipment and software used to provide our services is based in
Europe and the Americas and the transmission of content through the Internet by
us and our users would originate primarily in these regions, the governments of
countries in other regions might attempt to regulate the content contained in or
transmitted using our services or prosecute us for violations of their laws. As
content produced by our users or us is available over the Internet in countries
all around the world, these countries may also claim that we are required to
qualify to do business in their jurisdictions. Any application of existing laws
and regulations from jurisdictions in which we currently do not conduct
business, or the application of existing laws and regulations to the Internet
and other online services, could have a material adverse effect on our business,
results of operations and financial condition.

     Further, future regulatory developments might impede the growth of the
Internet, impose taxes or other costly technical requirements, create
uncertainty in the market or in some other manner have a material adverse effect
on our business, financial conditions or results of operations.

     The regulatory framework in each of the three major markets in which we
provide services is described further below.

   European Union

     Overview. All of our European operations, except our Swiss operations, are
located in member countries of the European Union. Within the European Union,
the European Commission, in co-ordination with the Council of Ministers and the
European Parliament, can enact legislation by way of "decisions" or
"regulations" that are enforceable directly in each of the member states. More
commonly, it adopts "directives" that require member

<PAGE>

states to enact laws within their own countries by implementing the principles
and rules established in the directive. Although the directives' legal mandates
are binding on member states, member states have discretion as to the method of
implementation. As a result, the European regulatory environment is
characterized by differing and sometimes conflicting rules and regulations at
the local level regarding licensing, electronic commerce, data protection and
other areas. The European Union and its member states are, however, working on
reaching greater harmonization of these rules across the member states.

     Data Protection. In October 1995, the European Union adopted the "directive
on the protection of individuals with regard to the processing of personal data
and the free movement of such data." This directive imposes restrictions on the
collection, use and processing of personal data. Under the directive, European
Union citizens are guaranteed rights, including the right to access their
personal data, the right to know the origin of the data, the right to have
incorrect data corrected, the right to recourse in the event of unlawful
processing and the right to withhold permission to use their data for direct
marketing. Member states of the European Union were required to implement the
directive into national laws by October 24, 1998, but some, including France,
Germany and Ireland, have yet to do so. In these countries, however, there are
existing laws that deal with the protection of personal information in varying
degrees.

     The data protection directive could, among other things, affect companies
like us that collect information from individuals in European Union member
states. In particular, companies with facilities located in member states or
that have equipment in member states for the purpose of processing data will not
be allowed to send personal information to countries outside of the European
Union that do not maintain adequate standards of privacy and data protection.
The directive does not define what standards of privacy are "adequate." In past
years, the United States government and the European Commission have engaged in
discussions as to whether the U.S. self-regulatory approach provides adequate
protection. Based on negotiations concluded in 2000, the European Commission
recently determined that the self-regulatory arrangement established by the U.S.
Department of Commerce known as the "safe-harbor principles" provides "adequate
protection", but only for data transferred to those companies that voluntarily
agree to adhere to those principles. The Commission has made similar adequacy
decisions regarding transfers to Switzerland.

     U.S. companies have been able to register for this safe harbor since
November 2000. VIA has not yet adopted the safe harbor principles. Therefore,
our local operations within European Union member states can not, except in some
limited circumstances, transfer personal data collected from customers,
employees and other persons to the United States, including to our Reston,
Virginia headquarters, without the explicit consent of the person concerned. The
European Union has made a political commitment not to enforce data protection
laws against United States companies receiving personal data from the European
Union, until July 1, 2001. This commitment does not apply to transferors of data
within the European Union. Although the purpose of the directive is to harmonize
the various national laws on data protection in the European Union, the
requirements with respect to the collection and processing of data, the rights
of users and the obligations imposed on companies collecting data vary
substantially from country to country and may continue to do so in the future
once the directive has been implemented by all member states. Therefore, despite
the agreement reached between the European Union and the United States, until
specific implementing legislation is enacted in the member states in which we
operate, it is unclear how our operations and our corporate headquarters will be
affected by restrictions that might be established in each member state with
respect to the use of personal information about our customers, employees and
other persons from which we collect data in the ordinary course of business and
our ability to share that information with others such as suppliers and
advertisers.

     The data protection directive was supplemented by a further and sector
specific "Telecommunications Data Protection Directive." This directive sets out
the rules governing the protection of confidentiality of electronic
communications and requires national authorities to set up a framework of rules
governing lawful interception of such communications. All member states were
required to implement this directive into national law by October 24, 2000. Most
member states have taken action to implement this directive. For example, in the
United Kingdom, the Government passed the Regulation of Investigatory Powers
Act, which is described in more detail below. There are similar legislative
schemes or proposed schemes in Germany, France and other member states.


<PAGE>

     Content Regulation and Liability. On June 8, 2000, the European Parliament
and Council adopted the electronic commerce directive. Member states are
required to implement the directive by January 17, 2002. The directive provides
that an Internet services provider will not be liable for information it hosts
unless the provider has actual knowledge that the information or activity is
illegal, or is aware of facts or circumstances from which the illegal
information or activity is apparent, so long as the Internet services provider
acts promptly to remove or disable access to the information upon becoming aware
that it is illegal. In addition, an Internet services provider providing access
to communication networks or transmitting over communication networks
information that is provided by its customers will not be liable for that
information provided that the Internet services provider does not initiate the
transmission, select the recipient of the transmission or modify the transmitted
information. According to the directive, subject to certain conditions, Internet
service providers will also not be held liable for the automatic, intermediate
and temporary storage of that information, also known as caching, performed for
the sole purpose of making the transmission of the information to other service
recipients more efficient. Because this area of law is still developing, there
is uncertainty in some of our operating companies about the potential liability
of providers for content carried on their networks.

     Access to content. Germany has enacted legislation that would require
Internet services providers to establish technical means to permit German
authorities to intercept data traffic of identified customers. The application
of the legislation to Internet services providers has been subject to
significant opposition from Internet services providers and industry groups
because of the cost that service providers would incur to comply with the law.
This opposition has led to a delay in the implementation of regulations
regarding the practical and technical execution and implementation of statutory
interception requirements. The regulations are currently being discussed between
the Federal Ministry of Commerce and various data protection organizations and
agencies. The next hearing will be in April 2001.

     In the United Kingdom, the Regulation of Investigatory Powers Act, or RIPA,
came into force in October 2000. RIPA extends existing interception law to
encompass all communications service providers (including Internet service
providers). The law permits the British Secretary of State to require a
communication service provider to maintain a reasonable intercept capability.
Industry representatives continue to consult with the British government on
implementation and the question of who will bear the costs of implementing and
maintaining the equipment needed for such interception capability is being
debated. The British government has set aside (pound)20 million for the next
three years to provide a "fair contribution" to those costs. It is currently not
clear which or how many service providers will be required to maintain this
capability and what level of financial assistance will be available for ongoing
maintenance costs.

     Licensing Requirements. In the United Kingdom, the Telecommunications Act
1984 provides that it is a criminal offense to run a telecommunications system
without a license. Licenses take two forms--Class and Individual licenses.
Internet services providers are permitted to provide services within the United
Kingdom and acquire international capacity from other carriers under
Telecommunications Services Class Licenses and are generally not required to
hold individual licenses under the Telecommunications Act. However, we own and
operate our own network facilities in the United Kingdom connecting our
trans-Atlantic backbone to connection points in the city of London. Accordingly,
we have acquired an individual public telecommunications operator license issued
under the Telecommunications Act 1984 which permits us to carry international
traffic across international network facilities that we own. In connection with
this license, we were placed on Annex 2 of the Interconnection Directive by the
United Kingdom regulator, OFTEL, which permits us to negotiate for direct
interconnection with British Telecom and other licensed network operators in the
United Kingdom. Our license also imposes conditions on us, including the
obligation to provide, at our cost, the technical means for authorized
government agencies to intercept communications traffic on our network within
the United Kingdom. The requirements imposed on service providers to enable
interception are now also governed by the rules established under the Regulation
of Investigatory Powers Act. If we were to fail to continue to satisfy in any
material respect the conditions on which we hold our license, we would not be
permitted to operate our trans-Atlantic 155 Mbs network within the United
Kingdom, which would have a materially adverse effect on our operations.

<PAGE>

   Latin America

     Licensing Requirements. In all Latin American markets in which we currently
operate, the provision of Internet access and value-added services, with the
exception of Internet telephony, is completely deregulated, and, other than in
Brazil, where no licenses are required, companies may satisfy all the licensing
requirements necessary to become an authorized provider of Internet access and
value-added services by obtaining a value-added services license. All of our
Latin American local providers possess licenses where required.

     In each of the countries in Latin America in which we are operating, there
are restrictions against the provision of basic, public telephony services over
the Internet by companies other than the licensed basic services providers. It
remains unclear whether the provision of private corporate network Internet
telephony services is subject to license requirements. We do not presently
intend to offer either public or private Internet telephony services in these
countries until the respective regulatory authorities explicitly permit Internet
services providers to market such services without a telephony license.

     In Mexico, the Federal Telecommunications Law prohibits Internet services
providers from building and operating a public telecommunications network or
national satellite connection without first obtaining a concession. Under the
concession scheme, non-Mexican ownership of the concession holder may not exceed
49%. As a result, in Mexico we will not be able to own our own network
facilities without partnering with a Mexican company or person. Our Mexican
operating company, VIA NET.WORKS S.A. de C.V., leases all the network facilities
it requires from local public telecommunications network operators.

     Legislative activity. As in Europe, Latin American countries in which we
operate are considering specific legislation with respect to the Internet,
covering issues such as user privacy, obscenity, libel, child protection,
taxation, advertising, intellectual property rights, and information security.

     Our Brazilian operation, VIA NET.WORKS Brasil, is located in the state of
Sao Paulo, which levies a 25% sales tax on communication services. Neither the
courts nor the tax authorities in Brazil have definitively addressed the
question of whether providing access to the Internet is a communication service.
VIA NET.WORKS Brasil does not assess this tax against its customers and does not
pay it to the state tax authority. If Internet access providers are ultimately
required to pay the tax, our operating results in Brazil would be significantly
and negatively impacted.

   United States

     Content Regulation and Liability. In the United States, certain legislation
has been adopted to address specific areas of liability of Internet services
providers. In 1998, Congress enacted the Digital Millennium Copyright Act, or
DMCA, which limits the liability of online service providers, such as us, who
store, display or transmit information that may infringe the rights of authors
in copyrighted materials, provided that certain requirements are met. The law
provides service providers with a defense against claims of copyright violations
if the provider follows the proscribed procedures when a claim of copyright
infringement is made against materials posted on the providers' web site or one
under its control. We have posted the required notice of compliance on our
United States web sites and have established internal procedures to ensure
compliance with the law to take full advantage of the defense against liability
made available under the law and otherwise minimize our exposure to liability.
Few courts have had the opportunity to interpret this law and therefore it is
unclear to what extent the DMCA will provide protection from infringement
claims.

     Data Protection and Privacy. The United States, unlike the European Union,
has not enacted comprehensive legislation protecting the transfer and processing
of personal information of individuals. Congress has taken a piecemeal approach
by adopting sector-specific legislation, for example, in the protection of
personal medical and

<PAGE>

health information and banking and financial information. With respect to other
personal information, United States governmental authorities have generally
encouraged industry self-regulation, although the public's rising focus on data
privacy in the United States has led Congress and government regulatory agencies
to indicate their intent to pursue legislative action to regulate the collection
of personal information over the Internet. Numerous states' legislatures
currently are considering bills relating to the rights of consumers to the
privacy of their personal information. The enactment of any such laws could
increase the cost of providing the type of services we offer in the United
States and impede the growth of such services and others that we may seek to
offer in the future. However, because we currently generate only a small
percentage of our revenues from activities in the United States, we do not
anticipate the enactment of any privacy legislation or other legislation enacted
in the United States would have a material adverse effect on our operations.

Restrictions on the Import and Export of Encrypted Material or Encryption
Software

     None of the countries in which we do business other than France imposes any
material import restrictions on cryptography. In France, the import of
cryptography devices is subject to prior declaration requirements by the
importer and, depending on the strength of the encryption, prior authorization
by the French government. Among the countries in which we do business, Brazil
and Mexico do not currently restrict the export of cryptography devices.
However, all of the other countries in which we operate do maintain export
controls to some degree on encryption software and devices. The United States,
Argentina, Switzerland and the European Union member countries restrict the
export of technology that could be used for both commercial and military
purposes. These restrictions extend to encryption hardware and software,
including World Wide Web browsers, e-mail applications and e-commerce servers.

     Our operating companies generally offer customers, among other services,
encryption services, providing the customer with the ability to transmit company
data over the Internet in a secure fashion. However, in most cases, our
operating companies do not design, develop, manufacture, or distribute their own
encryption software, but instead, rely upon third-party vendors and
manufacturers. We are not aware that our operating companies have experienced
any difficulty in obtaining from commercial vendors security software or devices
containing the level of encryption technology required by our customers.

     Many of the most widely used cryptography devices are developed by
companies based in the United States. To the extent that U.S. export laws would
impede or prevent the use by our customers of any U.S. vendor's software, we
believe that we would be able to substitute other available encryption software,
of other than U.S. origin, for our customers' requirements and therefore would
not experience any material adverse impact as a result.

Employees

     At March 1, 2001, we employed 1,211 people on a full-time equivalent basis.
61 employees were located in our headquarters and regional offices and 1,150
were located in our local operations. Of our total employees, 395 were involved
in sales and marketing, 228 were employed in customer care, 328 were involved in
technical and engineering and the remaining 260 were devoted to finance, legal,
strategic planning and other administrative functions. Relations with our
employees are good. Some of our operating companies are parties to collective
bargaining agreements.

     Since year end 2000, our employee base has decreased as we realized
economies of scale from the integration of our operations in one market. We will
continue to realize efficiencies as we integrate operations in additional
markets, but we expect that increases in sales, marketing and customer care
staffing to support our growth will result in a net increase in our employee
base by the end of 2001.

<PAGE>


Risk Factors

     You should be aware that there are various risks associated with us and our
business, including the ones discussed below. You should carefully consider
these risk factors, as well as the other information contained in this Form
10-K, in evaluating us and our business.

Risks Related to our Business

   Our combined operating history is limited and may not be indicative of our
future performance.

     Although a number of the operating companies we have acquired have been in
operation for some time, VIA, as a combined operation, has a limited history of
operations. Our limited history makes it more difficult to recognize operational
or financial trends and indicators that might otherwise allow us to predict
future financial performance with a higher degree of comfort.

   Because we have grown rapidly and we expect our growth to continue, we may
   have difficulty managing our growth effectively, which could adversely affect
   the quality of our services and the results of our operations.

     We have grown rapidly through acquisitions and focusing on our core market
of small and medium-size businesses. From June 1998 through December 2000, we
acquired 26 companies and increased the total number of our employees from five
to over 1,200. We expect to continue our growth by focusing sales efforts on
value-added services to our core market and continuing to develop our base of
larger corporate customers. To manage our expected growth effectively, we must

     .  implement additional management information systems

     .  develop additional operating, administrative, financial and accounting
        systems and controls

     .  hire and train additional personnel

     .  expand the reach of our network

     If we are unable to meet these demands, the quality of our services may
suffer, causing us to lose customers and revenues.

     Our efforts to reduce our lower margin residential and wholesale customer
base may reduce our revenues in the short or intermediate term faster than we
can generate higher margin business and value-added services revenues.

     We have focused our sales and product development efforts on selling higher
margin products and pursuing greater market share of the business market for
Internet and Internet-related services. In doing so, we have allowed our legacy
residential and wholesale customer base to run off and, in certain markets, have
pursued or considered the sale of such customer accounts. We may not be able to
acquire business customer revenues as quickly as our residential customer or
wholesale revenues diminish, which could adversely affect our operating results.

   If we fail to integrate operating and information systems, networks and
management of our acquired companies successfully, we may suffer operating
inefficiencies and reduced operating cash flow.

<PAGE>

     We may not be able to integrate our acquired companies to the extent that
we have assumed because we currently operate in 14 different countries with
different governmental regulations, languages, customs, currencies and
availability of telecommunication capacity to carry data. Any material failure
to integrate systems, networks or management of these operations may have a
significant negative impact on the assumptions we make or have made with respect
to cost reductions, sales and marketing opportunities as well as our ability to
adequately serve and bill our customers. In addition, we have committed and will
continue to commit substantial management, operating, financial and other
resources to integrate our operating companies and implement our business model,
which will continue to reduce our operating cash flow.

   Our integration efforts may lead to the loss of key staff and a distraction
   from revenue-generating opportunities, which may lead to lower than expected
   operating results.

     We have acquired multiple operations in the United Kingdom, France,
Germany, The Netherlands and Switzerland. In each of these countries, we have
begun efforts to integrate legally, financially and operationally the separate
companies acquired in that country into a single operation. These efforts may
create operational and personnel disruptions that may lead to the loss of key
personnel or require that we increase salaries or fringe benefits to retain
staff. In addition, integration activities require significant attention from
key management and staff at these operations, which may distract management and
staff from revenue-generating opportunities and negatively affect our results.

   Financial information on which we have relied to make acquisitions may not
   have been accurate, which may result in our acquiring undisclosed liabilities
   or experiencing lower than expected operating results.

     The companies we have acquired typically have not had audited financial
statements and historically have varying degrees of internal controls and
detailed financial information. As a result, we may have acquired undisclosed
liabilities or experience lower-than-expected revenues or higher-than-expected
costs for those companies that we have acquired recently, which could adversely
affect our future operating results.

   Fluctuations in the exchange rate between the U.S. dollar and the various
   currencies in which we conduct business may affect our operating results.

     We record the revenues and expenses of our local operations in their home
currencies and translate these amounts into U.S. dollars for purposes of
reporting our consolidated results. As a result, fluctuations in foreign
currency exchange rates may adversely affect our revenues, expenses and results
of operations as well as the value of our assets and liabilities. Fluctuations
may adversely affect the comparability of period-to-period results. For example,
the average value of the Euro (euro) during the quarterly period ended December
31, 2000 decreased by 4.2% in relation to the U.S. dollar. Since each Euro
converted to fewer U.S. dollars, we reported lower revenue growth than what
would be calculated in local currencies. In addition, we hold foreign currency
balances that will create foreign exchange gains or losses, depending upon the
relative values of the foreign currency at the beginning and end of the
reporting period, affecting our net income and earnings per share. For example,
the decrease in the value of the Euro from the beginning to the end of our 3rd
quarter resulted in a $6.7 million foreign exchange loss and a reduction in
earnings per share of $.11; the increase in value of the Euro from the beginning
to the end of the 4th quarter resulted in a $4.8 million foreign exchange gain
and an increase in earnings per share of $.08. In projecting future operating
results, we make certain assumptions about the fluctuation of the home
currencies of our operations. If these assumptions turn out to be materially
inaccurate, our actual operating results may be materially different from our
projections.

<PAGE>

   Logistical problems or economic downturns that could result from the
   introduction of the Euro may affect our ability to operate and adversely
   impact our operating results.

     On January 1, 1999, 11 of the 15 European Union member countries adopted
the Euro as their common legal currency, at which time their respective
individual currencies became fixed at a rate of exchange to the Euro, and the
Euro became a currency in its own right. During a January 1, 1999 to January 1,
2002 transition period, we must manage transactions with our customers and our
third-party vendors who conduct business in Euro participating countries in both
the Euro and the individual currencies. If we, our customers or our vendors,
experience systems problems in converting to the Euro, we could be unable to
bill and collect from customers or pay vendors for services, and our operating
results could be materially adversely affected. To date, we have not experienced
any material problems in this conversion effort.

   Our brand names are difficult to protect and may infringe on the intellectual
   property rights of third parties.

     We are aware of other companies using or claiming to have rights to use
trademarks, that are similar to ours and variations of those marks, including
the VIA NET.WORKS mark. We have received several demands from third parties to
cease and desist using one or more of our trademarks. The users of these or
similar marks may be found to have senior rights if they were ever to assert a
claim against us for trademark infringement. If an infringement suit were
instituted against us, even if groundless, it could result in substantial
litigation expenses in defending the suit. If such a suit were to be successful,
we could be forced to cease using the mark and to pay damages. Moreover, if we
are forced to stop using any of our trademarks, we may have to expend
significant resources to establish new brands and our operating results may be
materially impacted.

Risks Related to our Industry

   Regulatory conditions of the countries where our operating companies are
   located are uncertain and may decrease demand for our services, increase our
   cost of doing business or otherwise reduce our business prospects.

     Our operating companies are located in countries with rapidly changing
regulatory and economic conditions that may affect the Internet services
industry. Any new law or regulation pertaining to the Internet or
telecommunications, or the application or interpretation of existing laws, could
decrease demand for our services, increase our costs, or otherwise reduce our
profitability or business prospects. Specific examples of the types of laws or
regulations that could adversely affect us include laws that

     .  impose taxes on transactions made over the Internet

     .  impose telecommunications access fees on Internet services providers

     .  directly or indirectly affect telecommunications costs generally or the
        costs of Internet telecommunications specifically

     .  prohibit the transmission over the Internet of various types of
        information and content

     .  impose requirements on Internet services providers to protect Internet
        users' privacy or to permit government interception of data traffic

<PAGE>

     .  increase the likelihood or scope of competition from telecommunications
        or cable companies

     For example, Germany has enacted legislation that would require Internet
services providers to establish technical means to permit German authorities to
intercept data traffic of identified customers. Internet Services providers have
opposed the implementation of this legislation because of the costs they would
incur to comply with the legislation. This opposition has led to a delay in the
implementation of the law. If the law is ultimately applied to Internet services
providers, our German operations could be significantly impacted. Also, some
states of Brazil impose a tax of up to 30% on revenues generated by
communications services. There has been no judicial determination that Internet
access services constitute communications services. If Internet services
providers were ultimately required to pay this tax, our Brazilian operations
would be negatively and significantly impacted.

     These laws could require us to incur costs to comply with them or to incur
new liability. They could also increase our competition or change our
competitive environment so that customer demand for our products and services is
affected.

     In addition to risks we face from new laws or regulations, we face
uncertainties in connection with the application of existing laws to the
Internet. It may take years to determine the manner in which existing laws
governing issues like property ownership, libel, negligence and personal privacy
will be applied to communications and commerce over the Internet.

   Increasing competition for customers in our markets may cause us to reduce
   our prices or increase spending, which may negatively affect our revenues and
   operating results.

     There are competitors in our markets with more significant market presence
and brand recognition and greater financial, technical and personnel resources
than we have. We also face competition from new entrants such as ADSL/DSL and
wireless local loop providers who may have significantly reduced cost structures
in obtaining local access connectivity to the customer. Although the competitors
we face vary depending on the market and the country, these competitors may
include local and regional Internet services providers, telecommunication
companies and cable companies. Some of our competitors, especially the
telecommunications companies, have large networks in place as well as a
significant existing customer base. As a result of this competition, we
currently face and expect to continue to face significant pressure to reduce our
prices, particularly with respect to Internet access services, and to improve
the products and services we offer.

   If demand for Internet services in our markets does not grow as we expect,
   our ability to grow our revenues will be negatively affected.

     Internet use in our markets is relatively low. If the market for Internet
services fails to develop, or develops more slowly than expected, we may not be
able to increase our revenues at the rate we have projected. Obstacles to the
development of Internet services in our markets include:

     .  low rates of personal computer ownership and usage

     .  lack of developed infrastructure to develop Internet access and
        applications

     .  limited access to Internet services

     In particular, we depend on increasing demand for Internet services by
small to mid-sized businesses in our geographic markets. Demand for Internet
services by these businesses will depend partly on the degree to which these
businesses' customers and suppliers adopt the Internet as a means of doing
business, and partly on the extent to which these businesses adopt Internet
technologies to deal with internal business processes, such as internal
communications. Demand will also partly depend on whether there is a general
economic downturn in these

<PAGE>

markets, which may result in a cutback of expenditures of the services we offer.
Furthermore, as competitive pressures drive down customer prices for Internet
access in many of our markets, we depend increasingly in such markets on our
ability to sell our customers higher margin, value added services such as
security services, web hosting, and e-commerce solutions.

   We are in a rapidly evolving industry in which the products and services we
   offer, their methods of delivery and their underlying technologies are
   changing rapidly, and if we do not keep pace with these changes, we may fail
   to retain and attract customers, which would reduce our revenues.

     The Internet services market is characterized by changing customer needs,
frequent new service and product introductions, evolving industry standards and
rapidly changing technology. Our success will depend, in part, on our ability to
recognize and respond to these changes in a timely and cost-effective manner. If
we fail to do so, we will not be able to compete successfully.

   We rely on telecommunications companies in our markets to provide our
   customers with reliable access to our services, and failures or delays in
   providing access could limit our ability to service our customers and impact
   our revenues and operating results.

     Our customers typically access our services either through their normal
telephone lines or dedicated lines provided by local telecommunications
companies specifically for that use. In some of our markets, we experience
delays in delivery of new telephone or dedicated lines that have prevented our
customers from accessing our services. These delays result in lost revenues.
Additionally, some local telecommunications companies that provide Internet
services provide delivery of telephone or dedicated lines to their Internet
customers on a preferential basis, which may cause us to lose current and
potential customers. We also lease network capacity from telecommunications
companies and rely on the quality and availability of their service. These
companies may experience disruptions of service, which could disrupt our
services to, or limit Internet access for, our customers. We may not be able to
replace or supplement these services on a timely basis or in a cost-effective
manner, which may result in customer dissatisfaction and lost revenues.

   We depend on the reliability of our network, and a system failure or a breach
   of our security measures could result in a loss of customers and reduced
   revenues.

     We are able to deliver services only to the extent that we can protect our
network systems against damages from telecommunication failures, computer
viruses, natural disasters and unauthorized access. Any system failure, accident
or security breach that causes interruptions in our operations could impair our
ability to provide Internet services to our customers and negatively impact our
revenues and results of operations. To the extent that any disruption or
security breach results in a loss or damage to our customers' data or
applications, or inappropriate disclosure of confidential information, we may
incur liability as a result. In addition, we may incur additional costs to
remedy the damages caused by these disruptions or security breaches. Although we
currently possess errors and omissions insurance, business interruption
insurance, and insurance covering losses resulting from computer viruses and
security breaches, these policies may not provide effective coverage upon the
occurrence of all events.

   If we fail to attract and retain qualified personnel or lose the services of
   our key personnel, our operating results may suffer.

     Our success depends on our key management, engineers, sales and marketing
personnel, technical support

<PAGE>

representatives and other personnel, many of whom may be difficult to replace.
If we lose key personnel, we may not be able to find suitable replacements,
which may negatively affect our business. In addition, since the demand for
qualified personnel in our industry is very high, we may have to increase the
salaries and fringe benefits we may offer to our personnel, which may affect our
operating results. We do not maintain key person life insurance on, or
restrictive employment agreements with, any of our executive officers.

   We may be liable for information disseminated over our network.

     We may face liability for information carried on or disseminated through
our network. Some types of laws that may result in our liability for information
disseminated over our network include:

     .  laws designed to protect intellectual property, including trademark and
        copyright laws

     .  laws relating to publicity and privacy rights and laws prohibiting
        defamation

     .  laws restricting the collection, use and processing of personal data and

     .  laws prohibiting the sale, dissemination or possession of pornographic
        material

     The laws governing these matters vary from jurisdiction to jurisdiction.

   Our Latin American markets have a history of political and economic
   instability which may disrupt our operations and adversely affect our
   results.

     We derive and expect to continue to derive a material portion of our
revenues from the Latin American markets. Latin America has experienced periods
of political and economic instability. If these conditions were to reoccur, our
business could be adversely affected. Historically, instability in Latin
American countries has been caused by

     .  extensive governmental involvement, control or ownership of industries
        in local economies, including telecommunications facilities, financial
        institutions and other commerce infrastructure

     .  unexpected changes in regulatory requirements such as imposing
        licensing requirements or levying new taxes

     .  slow or negative growth as a result of recessionary trends caused by
        foreign currency devaluations, interest rate hikes and inflation

     .  wage and price controls that reduce potential profitability of
        businesses

     We have made no allowances for the impact of any such potential events in
financial projections we have announced. The occurrence of any such adverse
political or economic conditions may deter growth in Internet usage or create
uncertainty regarding our operating climate, which may adversely impact our
business and operating results.


Item 2.   Properties


     Our principal executive offices are located in leased facilities at 12100
Sunset Hills Road, Reston, Virginia. Additionally, we lease space in our
operating markets for regional support facilities, local offices, network
operations centers, data centers and points of presence. We believe that our
present facilities are in good condition

<PAGE>

and are currently suitable for our business needs. We anticipate that we will
need additional space, particularly in our operating markets, as we expand, and
that we will be able to obtain suitable space where and as needed.

Item 3.   Legal Proceedings

     We are not a party to any material legal proceedings.

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

     During the three months ended December 31, 2000, we did not submit any
matters to a vote of our stockholders.

                                     PART II

Item 5.   Market for Registrant's Common Stock and Related Stockholder Matters

   Market for our Common Stock

     On February 11, 2000, VIA completed its initial public offering of shares
of common stock, par value $.001 per share. The company's stock is traded on
both the Nasdaq National Market in the United States and the Euronext Amsterdam
exchange under the symbol VNWI. The table below sets forth, for the periods
indicated, the high and low sales prices per share of the common stock as
reported on the Nasdaq National Market:




                2000:                 High       Low
     ----------------------------     ------   ------
First quarter (from February 11th)    $72.50   $25.44
Second quarter                        $26.50   $11.00
Third quarter                         $17.69    $8.25
Fourth quarter                         $9.63    $3.31

     As of March 1, 2001, there were approximately 5,240 beneficial owners of
the company's common stock, holding the common stock in street name.

     We have never declared or paid any dividends on our common stock and do not
expect to pay dividends in the foreseeable future

   Recent Sales of Unregistered Securities.

     Between October 1, 2000 and December 31, 2000, VIA sold and issued the
following unregistered securities:

     On October 6, 2000, VIA sold 70,708 shares of common stock to stockholders
of one of VIA's operating companies in connection with the operating company's
acquisition by VIA. The shares were valued at approximately $705,000 and were
issued in reliance on Regulation S under the Securities Act.

     On October 10, 2000, VIA sold 119,685 shares of common stock to
stockholders of one of VIA's operating companies in connection with the
operating company's acquisition by VIA. The shares were valued at approximately
$1.1 million and were issued in reliance on Regulation S under the Securities
Act.

<PAGE>

     Appropriate legends are affixed to the stock certificates issued in the
aforementioned transactions.

   Use of Initial Public Offering Proceeds

     On February 16, 2000, VIA completed its initial public offering of shares
of common stock, par value $.001 per share. VIA's initial public offering was
made pursuant to a prospectus dated February 11, 2000, which was filed with the
SEC as part of a registration statement, file no. 333-91615, that was declared
effective by the SEC on February 10, 2000.

     The estimated net offering proceeds to VIA after deducting the estimated
expenses and underwriting discounts and commissions was approximately $333.0
million. From the effective date of the initial public offering through December
31, 2000, VIA has used $78.7 million for acquisitions of other businesses,
including the repayment of debt for 1999 acquisitions and increases in VIA's
investment in various partially owned subsidiaries, $20.3 million for capital
expenditures and approximately $13.5 million to fund operating losses.

Item 6.   Selected Financial Data

     The following is a summary of selected consolidated financial data of the
Company from inception, June 13, 1997, to December 31, 2000. Fiscal year 2000
financial data has been restated as detailed in Note 12 to the financial
statements. This data should be read together with our audited consolidated
financial statements and accompanying notes, and "Management's Discussion and
Analysis of Financial Condition and Results of Operations," which are included
elsewhere in this Form 10-K/A.


<PAGE>

     As used in the table below, "EBITDA" represents earnings or loss from
operations before interest, taxes, depreciation, amortization and non-cash stock
compensation charges. Although EBITDA is a measure commonly used in our
industry, it should not be considered an alternative to net earnings, when
determined in accordance with generally accepted accounting principles in the
United States, or GAAP, or as an alternative to cash flows from operating
activities, determined in accordance with GAAP. In addition, the measure of
EBITDA we use may not compare to other, similarly titled measures used by other
companies.

<TABLE>
<CAPTION>
                                                           Period from Inception
                                                           ---------------------
                                                            (June 13, 1997) to       Year Ended        Year Ended       Year Ended
                                                            ------------------       ----------        ----------       ----------
                                                                December 31,        December 31,      December 31,     December 31,
                                                                ------------        ------------      ------------     ------------
                                                                   1997                 1998             1999             2000
                                                                   ----                 ----             ----             ----
                                                                                                                      (As Restated)

                                                                       (Dollars in thousands, except per share data)
Statement of Operations Data:
Revenues:
<S>                                                           <C>                   <C>               <C>               <C>
     Access .............................................     $         --          $     3,212       $     26,785      $    58,918
     Value-added services ...............................               --                  136             11,015           37,627
     Other ..............................................               --                   --              1,494            2,891
                                                              ------------          -----------       ------------      -----------

          Total revenues ................................               --                3,348             39,294           99,436
Operating costs and expenses:
     Internet services ..................................               --                1,853             19,211           54,638
     Selling, general and administrative ................              336                6,258             35,587           80,733
     Depreciation and amortization ......................               --                1,304             19,425           46,697
                                                              ------------          -----------       ------------      -----------
          Total operating costs and expenses ............              336                9,415             74,223          182,068
                                                              ------------          -----------       ------------      -----------

Loss from operations ....................................             (336)              (6,067)           (34,929)         (82,632)
Other operating expenses:

     Interest income (expense) ..........................               15                1,425              1,197           11,171
     Other income (expense) .............................               --               (1,199)              (189)          (2,395)
     Foreign currency gains (losses) ....................               --                  115                824           (4,725)
                                                              ------------          -----------       ------------      -----------
Loss before minority interest and income
   taxes ................................................             (321)              (5,726)           (33,097)         (78,581)
     Income tax benefit .................................               --                  145                (65)            (985)
     Minority interest ..................................               --                  239              2,167            2,531
                                                              ------------          -----------       ------------      -----------

Net loss attributable to common stockholders ............     $       (321)         $    (5,342)      $    (30,995)     $   (77,035)
                                                              ============          ===========       ============      ===========
Basic and diluted loss per share attributable to
   common stockholders ..................................     $     (10.66)         $    (24.29)      $     (28.55)     $     (1.46)
                                                              ============          ===========       ============      ===========
Shares used in computing basic and diluted loss
   per share.............................................           30,063              219,964          1,085,564       52,892,772

Other Financial Data:
Net cash used in operating activities ...................     $       (233)         $    (3,784)      $    (10,071)     $   (15,115)
</TABLE>




<PAGE>


<TABLE>

<S>                                                                           <C>      <C>          <C>           <C>
Net cash used in investing activities ................................        (8)      (14,383)     (122,703)     (96,613)
Net cash provided by financing activities ............................     1,048        52,187       118,482      329,054
EBITDA  . ............................................................      (336)       (4,763)      (13,807)     (30,333)
Depreciation and amortization ........................................        --         1,304        19,425       46,697
Non-cash stock compensation charges ..................................        --            --         1,697        5,602
Capital expenditures .................................................         8           520        16,793       20,263


<CAPTION>
                                                                                              As of December 31,
                                                                                     -------------------------------------
                                                                            1997        1998          1999         2000
                                                                            ----        ----          ----         ----
                                                                                                               (As Restated)
                                                                                         (Dollars in thousands)
<S>                                                                        <C>         <C>           <C>         <C>
Balance Sheet Data:
Cash and cash equivalents ............................................     $ 807       $34,711       $20,067     $237,839
Goodwill .............................................................        --        29,848       115,194      181,082
Other assets .........................................................        14         8,466        64,322       62,227
                                                                         -------     ---------    ----------   ----------
Total assets .........................................................       821        73,025       199,583      481,148
Short-term notes and current portion of long-term debt ...............        --        11,182         7,808        3,265
Long-term debt and capital lease obligations, net of current
   portion ...........................................................        --           565         5,846        1,894
Other liabilities ....................................................        94         6,487        30,076       50,410
Minority interest in consolidated subsidiaries .......................        --         7,597         4,422          597
Mandatorily redeemable convertible preferred stock ...................     1,018        53,075       180,933           --
Total stockholders' equity (deficit) .................................      (291)       (5,881)      (29,502)     424,982
                                                                          ------    ----------    ----------    ---------
Total liabilities, minority interest, mandatorily redeemable
   convertible preferred stock and stockholders equity
       (deficit) .....................................................     $ 821       $73,025      $199,583     $481,148
                                                                           =====    ==========    ==========    =========
</TABLE>


Item 7. Management's Discussion and Analysis of Results of Operations and
Financial Condition

     The following discussion and analysis should be read in conjunction with
the consolidated financial statements and related notes included in Part II,
Item 8 of this Form 10-K/A. This discussion contains forward-looking statements
based on current expectations, which involve risks and uncertainties. Actual
results and the timing of certain events could differ materially from the
forward-looking statements as a result of a number of factors including those
referred to in "Risk Factors" in Item 1 of this Form 10-K/A.

Restatement

On August 9, 2001, the Company announced that it was revising its financial
statements for the year ended December 31, 2000 and for the first quarter 2001
to correct certain revenue recognition and cost accounting errors arising at
one of its acquired subsidiaries. During the course of normal review of aged
accounts receivable at the subsidiary and a subsequent detailed review, the
Company, assisted by outside professionals, identified improper accounting
related to the recognition of certain revenue and associated costs during the
period. The revisions primarily address the reversal of recorded revenue that
was not adequately supported by fully executed customer contracts and of costs
that had not been incurred; other errors addressed include revenue recognized
before the provision of service where revenue should have been spread over the
contract period or recognized upon completion, and revenue recognized when
payment was in bartered services and the value of those bartered services could
not be determined. The principal effects of the revisions as to each of the
affected periods was noted in our announcement of August 9, 2001, as filed with
the Securities and Exchange Commission ("SEC") on Form 8-K dated August 10,
2001, see Note 12 to the consolidated financial statements. In this Form 10-K/A,
references or comparisons to results in 2000 or the quarters within 2000 are to
restated results.


Overview

<PAGE>

     We are a leading international provider of Internet access and services
focused on small and mid-sized businesses in Europe, Latin America and the
United States. We have built our business through the acquisition, integration
and growth of 26 Internet services providers in 14 countries, all of which have
been acquired since June 1998. We currently operate in Argentina, Austria,
Brazil, France, Germany, Ireland, Italy, Mexico, the Netherlands, Portugal,
Spain, Switzerland, the United Kingdom and the United States.

<PAGE>

     Our financial statements for the period from inception through December 31,
1997 include only corporate expenses. We were a development stage company during
this period and had no revenue-producing operations. Our consolidated financial
statements as of and for the years ended December 31, 1998, 1999 and 2000
include the results of the wholly or majority-owned operating companies that we
owned for all or a portion of the respective periods. We manage our business by
geographic regions, and we evaluate performance based on revenues and EBITDA.
The following table presents information about our four market segments and our
corporate activities, individually and on a consolidated basis.

<TABLE>
<CAPTION>
                                                                    Year Ended December 31,
                                                       -------------------------------------------------
                                                  1997              1998             1999                2000
                                               ----------       ------------      -----------        -----------
                                                                                                    (as restated)
                                                                        (In thousands)
Central and Western Europe:
<S>                                            <C>              <C>               <C>                <C>
     Total revenue ......................      $       --       $      1,494      $    11,994        $    33,101
     EBITDA .............................              --               (166)          (3,103)            (4,079)
     Total assets .......................              --             15,354           25,077             63,459
United Kingdom, Ireland and
  Southern Europe:
     Total revenue ......................      $       --       $      1,202      $    19,477        $    45,432
     EBITDA .............................              --                121             (811)              (701)
     Total assets .......................              --             20,464           72,291             54,995
South America: ..........................
     Total revenue ......................      $       --       $        652      $     5,376        $     6,450
     EBITDA .............................              --               (329)          (1,316)            (5,571)
     Total assets .......................              --             15,474           13,016              6,461
North America:
     Total revenue ......................      $       --       $         --      $     2,447        $    14,453
     EBITDA .............................              --                 --             (513)            (3,649)
     Total assets .......................              --                 --           36,767             81,252
Corporate:
     Total revenue ......................      $       --       $         --      $        --        $        --
     EBITDA .............................              --             (4,389)          (8,064)           (16,333)
     Total assets .......................              --             21,733           52,432            274,981
Consolidated:

     Total revenue ......................      $       --       $      3,348     $     39,294        $    99,436
     EBITDA .............................            (336)            (4,763)         (13,807)           (30,333)
     Total assets .......................             821             73,025          199,583            481,148
</TABLE>


     As used in the above table and in the table under "Quarterly Results of
Operations" in this section, "EBITDA" represents earnings or loss from
operations before interest, taxes, depreciation, amortization and non-cash stock
compensation charges. Although EBITDA is a measure commonly used in our
industry, it should not be considered an alternative to net earnings, when
determined in accordance with generally accepted accounting principles in the
United States, or GAAP, or as an alternative to cash flows from operating
activities, determined in accordance with GAAP. In addition, the measure of
EBITDA we use may not compare to other, similarly titled measures used by other
companies.

Recent Business Acquisitions and Dispositions

<PAGE>

     On October 6, 2000, VIA acquired a 100% interest in Highspeed-Server Eisnet
GmbH in Forchheim, Germany (Highspeed). Highspeed specializes in delivering high
quality web-hosting and server housing to commercial customers in Germany and
was acquired for approximately $5 million in cash and stock.

     On October 10, 2000 VIA acquired a 100% interest in Symphonie S.A. (trading
as MNet) in Montpellier, France for approximately $3 million in cash and stock.
MNet is a full service business focused Internet solutions company.

     On November 7, 2000, VIA made a further investment in and acquired the
remaining minority interest in VIA NET.WORKS Deutschland GmbH (formerly GTN
Gesellschaft fur Telekommunikations und Netzwerkdienste mbH) for a total of
approximately $3 million in cash. VIA acquired a controlling interest in VIA
NET.WORKS Deutschland GmbH in October 1998.

     In December 2000, VIA NET.WORKS Deutschland GmbH sold its 100% interest in
Ecce Terram Internet Services GmbH in Oldenburg, Germany. Ecce Terram is a small
operation who's customer base and revenue stream no longer fit with VIA's
operating strategy. The transaction resulted in no net gain or loss in the
consolidated statements of VIA.

Revenues

     Our operating companies generally had business wholesale and residential
customers at the time we acquired them. After acquisition, our strategy is to
grow the customer base and revenues primarily by marketing value-added services
directly to the small and mid-sized businesses in our markets. We do not market
to the wholesale and residential customer bases and therefore expect these
customers and this revenue to run off. We expect that our number of business
customers will grow more rapidly than our number of consumer customers, and that
revenue from the sale of value-added services will increase more rapidly than
revenue from the sale of Internet access. Therefore, our current customer and
revenue mix is not expected to be indicative of the future.

     Revenue from Internet access services, both dial-up and dedicated, derives
primarily from subscriptions purchased by businesses and consumers. These
subscriptions, most often for three, six or 12-month service periods, are often
paid for in advance or by direct charge to a credit or debit account. Larger
business customers are usually billed monthly. Additionally, in some countries
we receive revenue in the form of payments from the telecommunications companies
that our customers use to access our services. These providers charge by the
minute for both local and long distance calls, and pay us a portion of the fees
they generate from our customers' Internet use. All of our access revenues are
recognized as they are earned over the period the services are provided.

     Business access revenue from one large wholesale contract decreased
significantly in the fourth quarter of 2000 and is expected not to recur in
2001, after the customer experienced declining usage due to changing tariff
structures in its markets and was ultimately sold. Declining revenue from this
and other low margin wholesale and residential customers fits with VIA's
strategy of focusing on higher margin revenue streams.

     Revenue from Internet value-added services comes from web hosting,
applications hosting and related maintenance, domain name registration, Internet
security services, sales of hardware and third-party software, network
installation, training and consulting and other services. Services such as web
and applications hosting and domain name registration are sold on a subscription
basis and are paid for in advance or by monthly direct charges to credit or
debit accounts. These revenues are recognized over the period in which the
services are provided. Revenue from hardware and third-party software sales,
installation, training and consulting, and other services is on a contract
basis. We bill our customers when the product is shipped or when services are
rendered. Revenue from installation, training and consulting is recognized over
the contract term as the related services are provided. Revenue from hardware
and third-party software sales is recognized upon delivery or installation of
the products, depending on the terms of the arrangement, and when the fee is
fixed or determinable and collectibility is considered probable.


<PAGE>

     Internet access charges and fees for value-added services vary among our
operating companies, depending on competition, economic and regulatory
environments and other market factors. In some markets, we have reduced prices,
especially for access services, as a result of competitive pressure. We expect
that this pressure will continue in our markets as the demand for, and supply
of, Internet services continue to grow.

Expenses

     Our Internet services operating costs are the costs we incur to carry
customer traffic to and over the Internet. We lease lines that connect our
points of presence, or PoPs, either to our own network or to other network
providers. We pay other network providers for transit, which allows us to
transmit our customers' information to or from the Internet over their networks.
We also pay other recurring telecommunications costs and personnel costs,
including the cost of the local telephone lines our customers use to reach our
PoPs and access our services, and costs related to customer support and care. We
expect that our Internet services operating costs will increase as we increase
capacity to meet customer demand. We anticipate that these costs will decline as
a percentage of revenue, however, as we increase the percentage of higher margin
value added services in our revenue mix, expand our owned network facilities and
as competition drives the overall price of network capacity downward.

     Our largest selling, general and administrative expenses are compensation
costs and the costs associated with marketing our products and services.
Compensation costs include salaries and related benefits, commissions and
bonuses. In many of our markets, we are required to make significant mandatory
payments for government-sponsored social welfare programs, and we have little
control over these costs. Our marketing expenses include the costs of direct
mail and other mass marketing programs, advertising, customer communications,
trade show participation, web site management and other promotional costs. Other
selling, general and administrative expenses include the costs of travel, rent,
utilities, insurance and professional fees. We expect that our selling, general
and administrative expenses will increase to support our growth, but remain
fairly constant as a percent of revenue.

     The largest component of our depreciation and amortization expense is the
amortization of the goodwill arising from our acquisitions. Goodwill, which we
amortize over five years, is created when the price at which we acquire a
company exceeds the value of its tangible and intangible assets. We also
recognize depreciation expense primarily related to telecommunications
equipment, computers and network infrastructure. We depreciate these assets over
their useful lives, generally ranging from three to five years. Our network
infrastructure is depreciated over 20 or 25 years, depending on the contract
term. We expect depreciation expense to increase as we expand our network
supporting infrastructures.

     When applicable, we also recognize interest income and expense, interest in
an unconsolidated subsidiary and minority interest. We earn interest income
primarily by investing our available cash in short-term treasury securities
funds. To date, this interest income has been partially offset by interest
expense, largely arising from purchase and lease financing in our operating
subsidiaries. Interest in an unconsolidated subsidiary recognizes the value of
our minority investment in i-way. In August 1999 we acquired all the remaining
shares of i-way and began consolidating the results of that subsidiary. For
subsidiaries where we own less than 100% of the equity, minority interest
eliminates a portion of operating results equal to the percentage of equity we
do not own.

     We have recorded deferred stock compensation totaling $13.2 million in
connection with the grant of stock options to employees, through December 31,
2000. This amount represents the difference between the deemed fair market value
of our common stock on the dates these options were granted and the exercise
price of the options. The amount is included as a component of stockholders'
equity (deficit) and is being amortized over the vesting period of the
individual options, generally four years. For the years ended December 31, 1999
and 2000, we recorded $1.7 million and $5.6 million, respectively, in non-cash,
deferred stock compensation charges, leaving $5.9 million to be recognized over
the remaining vesting periods. The remaining compensation charges will be
recognized primarily in 2001 and 2002. Deferred compensation is reduced by the
forfeiture of non-vested stock options upon employee termination.


<PAGE>

RESULTS OF OPERATIONS

Year ended December 31, 2000 compared with the year ended December 31, 1999



     Revenue. Revenue for the year ended December 31, 2000 increased 153% to
$99.4 million as compared to $39.3 million for the year ended December 31, 1999.
This revenue was generated by the 26 consolidated subsidiaries that we owned for
all or a portion of 2000, as compared to the 17 consolidated subsidiaries that
we owned for a portion of 1999. Of our 2000 revenue, 59% came from the sale of
Internet access, 51% from business access and 8% from residential access.
Although business access revenue increased by $30.5 million and residential
access revenue increased by $1.7 million from the previous year, both categories
decreased on a percentage of revenue basis. Business access revenue and
residential access revenue declined to 51% and 8% of total revenue in 2000,
respectively from 52% and 16% of total revenue in 1999, respectively. VIA
obtained the wholesale portion of its business access customer base and its
residential customer base as a part of original acquisitions. The Company does
not market to these customers and expects these revenues to continue to decline.
Additionally, during 2000, the Company eliminated one low margin, wholesale
contract, which resulted in a run-off of business access revenue in the fourth
quarter of the year. This run-off will continue into the first quarter of 2001.
Remaining 2000 revenue came from value added services, including web hosting,
web design, domain name registration, data networking, managed bandwidth and
bundled service offerings. Revenue from value added services increased to 41% of
total revenue in 2000 from 32% in 1999. We expect value added services revenue
to continue to increase in 2001, as we focus on these higher margin revenue
streams.

     Internet services operating costs. Our Internet services operating costs
were $54.6 million for the year ended December 31, 2000. We had $19.2 million of
Internet services operating costs for the year ended December 31, 1999. We
incurred these costs primarily to lease lines, purchase transit for the local
networks and compensate customer care personnel. Additionally, we incurred
operating costs associated with our international network, which we established
in June 1999. The 184% increase in costs from 1999 to 2000 is due to the costs
incurred by the 9 consolidated operations acquired during 2000 and costs
incurred by the 12 consolidated operations that we owned for all of 2000, but
that we owned for a portion of 1999.



     Selling, general and administrative. We incurred selling, general and
administrative expenses of $80.7 million for the year ended December 31, 2000, a
127% increase over the $35.6 million we incurred for the year ended December 31,
1999. This increase was due to the costs incurred by the 9 consolidated
operations we acquired during 2000, and costs incurred by the 12 consolidated
operations that we owned for all of 2000 but that we owned for a portion of
1999, as well as costs incurred to support our organic growth. During 2000,
$58.8 million, or 73%, of the expenses were incurred by our 26 subsidiaries and
$21.9 million, or 27%, of the costs were incurred by our corporate organization.
The expenses incurred by our corporate organization increased by 131% between
1999 and 2000, largely due to the costs associated with employing a larger
number of corporate and regional personnel and identifying and acquiring an
increasing number of operating companies.

     Depreciation and amortization. Our depreciation and amortization expense
was $46.7 million for the year ended December 31, 2000, up from $19.4 million
for the year ended December 31, 1999. This increase was primarily due to the
amortization of goodwill arising from 9 consolidated operations acquired in 2000
and amortization related to the 12 consolidated operations that we owned for all
of 2000, but that we owned for a portion of 1999. The acquisition of these
operations and the implementation of our international network also increased
our depreciation expense for telecommunications equipment, computers and other
fixed assets. For the 2000 period, $36.7 million, or 79%, of our depreciation
and amortization expense was related to the amortization of acquisition goodwill
and $10.0 million, or 21% was related to the depreciation of fixed assets. For
the 1999 period, $15.1 million, or 78%, of our depreciation and amortization
expense was related to the amortization of acquisition goodwill and $4.3
million, or 22% was related to the depreciation of fixed assets.

     Interest income and expense. For the year ended December 31, 2000, we
earned $11.9 million in interest income, a 350% increase over the $2.6 million
we earned for the year ended December 31, 1999. Interest income in 2000 was
generated from investing funds received from our initial public offering in
February 2000, until those


<PAGE>

funds were used for acquisitions, operating expenses or capital expenditures.
Net proceeds from the public offering were $333.0 million. The interest income
in 1999 was generated from investing funds from the sale of preferred shares
until those funds were used for acquisitions, operating expenses or capital
expenditures. We raised $127.9 million in April 1999. For the 2000 period, we
also incurred $714,000 of interest expense, as compared to $1.4 million of
interest expense incurred in 1999. Interest expense relates to the debt
agreements arising from the notes payable to the former owners of businesses
acquired and lease financing of equipment in our operating subsidiaries.

     Other income and expense. For the year ended December 31, 2000, we had $2.4
million in other expense as compared to $177,000 in other expense for the same
period in 1999. The expense in 2000 is primarily due to the impairment of an
investment security acquired in 1999 in conjunction with the acquisition of VIA
NET.WORKS Mexico. The expense in 1999 represents the loss related to our
minority investment in i-way. In August 1999, we purchased all of the remaining
equity in i-way.

     Foreign currency gains and losses. We recognized a $4.7 million foreign
currency loss for the year ended December 31, 2000, as compared to a $824,000
foreign currency gain for the year ended December 31, 1999. The loss in 2000 is
primarily due to the impact of the fluctuation in the value of the Euro on our
Euro denominated cash accounts. We established these Euro denominated cash
accounts in connection with our initial public offering in February 2000, in
which we sold shares of our common stock for both US dollars and Euros. The
remainder of the loss was contributed by fluctuations in the five other
non-Euro-linked currencies in which we hold assets.

Year ended December 31, 1999 compared with the year ended December 31, 1998

     Revenue. Revenue for the year ended December 31, 1999 increased 1,074% to
$39.3 million as compared to $3.3 million for the year ended December 31, 1998.
This revenue was generated by the 17 consolidated subsidiaries that we owned for
all or a portion of 1999, as compared to the four consolidated subsidiaries that
we owned for a portion of 1998. Of the 1999 revenue, 68% came from the sale of
Internet access and 32% came from the sale of value-added and other services. Of
our value-added and other services revenue, 80% came from web site services
including web hosting, web design and domain name registration.

     Internet services operating costs. Our Internet services operating costs
were $19.2 million for the year ended December 31, 1999. We incurred these costs
primarily to lease lines, purchase transit for the local networks and compensate
customer care personnel maintained by the 17 consolidated subsidiaries that we
owned for all or a portion of the period. Additionally, we incurred operating
costs associated with our international network, which we established in June
1999. We had $1.9 million of Internet services operating costs for the year
ended December 31, 1998.

     Selling, general and administrative. We incurred selling, general and
administrative expenses of $35.6 million for the year ended December 31, 1999, a
469% increase over the $6.3 million we incurred for the year ended December 31,
1998. This increase was primarily due to the addition of costs incurred by the
13 consolidated subsidiaries that we owned for all or a portion of the 1999
period, but that we did not own for the 1998 period. During 1999, $26.1 million,
or 73%, of the expenses were incurred by our 17 subsidiaries and $9.5 million,
or 27%, of the costs were incurred by our corporate organization. The expenses
incurred by our corporate organization increased by 116% between 1998 and 1999,
largely due to the costs associated with employing a larger number of corporate
and regional personnel and identifying and acquiring an increasing number of
operating companies.

     Depreciation and amortization. Our depreciation and amortization expense
was $19.4 million for the year ended December 31, 1999, up from $1.3 million for
the year ended December 31, 1998. This increase was primarily due to the
amortization of goodwill arising from the acquisitions of the 13 consolidated
subsidiaries completed between January 1, 1999 and December 31, 1999. The
acquisition of these subsidiaries and the implementation of our international
network also increased our depreciation expense for telecommunications
equipment, computers and other fixed assets. For the 1999 period, $15.1 million,
or 78%, of our depreciation and amortization expense was



<PAGE>

related to the amortization of acquisition goodwill and $4.3 million, or 22%
was related to the depreciation of fixed assets. For 1998, $936,000, or 72%, of
our depreciation and amortization expense was related to the amortization of
acquisition goodwill and $368,000, or 28% was related to the depreciation of
fixed assets.

     Interest income and expense. For the year ended December 31, 1999, we
earned $2.6 million in interest income, a 82% increase over the $1.5 million we
earned for the year ended December 31, 1998. Interest income in both periods was
generated primarily from investing funds generated by the sale of preferred
shares until those funds were used for acquisitions, operating expenses or
capital expenditures. We raised $127.9 million in April 1999, $51.6 million in
May 1998 and $1.5 million between August 1997 and April 1998 from these sales.
For the 1999 period, we also incurred $1.5 million in interest expense,
primarily for purchase and lease financing of equipment in our operating
subsidiaries. We incurred no interest expense for 1998.

     Other income and expense. For the year ended December 31, 1999, we
recognized a $177,000 loss related to our minority investment in i-way. This
compared to a $1.2 million loss recognized for the year ended December 31, 1998
related to the same minority investment. This improvement was due to i-way's
significantly increased revenue and operating results, largely related to a
single contract under which it provides managed bandwidth for another Internet
services provider. In August 1999, we purchased all of the remaining equity in
i-way.

     Foreign currency gains. We recognized a $824,000 foreign currency gain for
the year ended December 31, 1999, as compared to a $115,000 foreign currency
gain for the year ended December 31, 1998. In conjunction with some of our
acquisitions, we incurred debts to the acquired companies or their selling
stockholders denominated in foreign currencies. During this period, the U.S.
dollar strengthened relative to these currencies and the related reduction in
the U.S. dollar value of these debts created a gain. Approximately $150,000 of
this gain was generated by fluctuations in the British Pound and another
$150,000 was generated by fluctuations in the Brazilian Real. The remainder was
contributed by fluctuations in the eleven other currencies in which we transact
business.

Quarterly Results of Operations



     The information below has been compiled from our unaudited financial
statements. In the opinion of our management, our unaudited financial statements
have been prepared on the same basis as our audited financial statements which
appear elsewhere on this Form 10-K/A, and include all adjustments, consisting
only of normal recurring adjustments, that we consider necessary to fairly
present this information. The results of operations for any quarter are not
necessarily indicative of the results of operations for any future period. Data
for fiscal year 2000 has been restated to reflect adjustments described in
Note 12 to the consolidated financial statements.



<TABLE>
<CAPTION>
                                                                    For the three months ended
                                                 ----------------------------------------------------------------
                                      March 31,  June 30,  Sept. 30,   Dec. 31,    March 31,  June 30,   Sept. 30,   Dec. 31,
                                      ---------  --------  ---------   --------    ---------  --------   ---------   --------
                                        1999       1999      1999        1999        2000       2000       2000        2000
                                        ----       ----      ----        ----        ----       ----       ----        ----
                                                                    (in thousands of U.S. Dollars)
                                                                            (unaudited)
<S>                                    <C>       <C>       <C>        <C>         <C>        <C>         <C>         <C>
Revenue:
     Access  ....................      $3,601    $ 5,143   $ 7,509    $ 10,532    $ 12,309   $ 15,603    $ 16,609    $ 14,397

     Value-added services .......         873      1,325     3,263       5,554       6,726      9,322       9,812      11,767

     Other   ....................          35        120       492         847         861        713         567         750
                                      -------    -------   -------    --------    --------   --------    --------    --------

          Total revenue .........       4,509      6,588    11,264      16,933      19,896     25,638      26,988      26,914

Operating costs and expenses ....       8,065     13,130    20,778      32,250      37,481     44,258      47,821      52,508
                                      -------    -------   -------    --------    --------   --------    --------    --------

Loss from operations ............     $(3,556)   $(6,542)  $(9,514)   $(15,317)   $(17,585)  $(18,620)   $(20,833)   $(25,594)
</TABLE>


<TABLE>
<S>                                  <C>         <C>       <C>        <C>         <C>        <C>         <C>         <C>
Net loss ........................    $ (1,970)   $(4,933)  $(9,053)   $(15,039)   $(16,962)  $(16,103)   $(24,089)   $(19,881)
Basic and diluted loss per
   share ........................    $  (4.17)   $ (9.05)  $ (6.64)   $  (7.67)   $  (0.56)  $  (0.27)   $  (0.40)   $  (0.33)
EBITDA ..........................    $ (1,686)   $(3,150)  $(3,658)   $ (5,313)   $ (6,541)  $ (6,823)   $ (7,678)   $ (9,291)
</TABLE>


The following table quantifies the adjustments made and reflected in this Form
10-K/A as a result of the restatement to increase (decrease) the amounts
originally reported to those presented above.


<TABLE>
<CAPTION>
                                             For the three months ended
                                    ------------------------------------------------
                                    March 31,     June 30,     Sept. 30,    Dec. 31,
                                      2000          2000         2000         2000
                                    ---------     --------     ---------    --------
<S>                                   <C>          <C>            <C>          <C>
Revenue:
 Access ...........................   (257)        (164)          111          132
 Value-added services .............    134         (180)       (1,629)      (1,690)
 Other ............................      0          (20)            0            8
                                      -----       ------       -------      -------
 Total revenue ....................   (123)        (364)       (1,518)      (1,550)

Operating costs and expenses ......    224            0             0         (991)
                                      -----       ------       -------      -------
Loss from operations ..............   (347)        (364)       (1,518)        (559)
Net Loss ..........................   (347)        (364)       (1,518)        (559)
Basic and diluted loss per share ..  (0.02)       (0.01)        (0.02)       (0.01)
EBITDA ............................   (347)        (364)       (1,518)        (559)
</TABLE>


<PAGE>


Provision for Income Taxes


     While we have incurred consolidated operating losses from inception through
December 31, 2000, we have recorded a provision for income taxes of
approximately $985,000 as a result of taxable income in certain foreign
jurisdictions for the year ended December 31, 2000. We have provided a valuation
allowance for our net deferred tax assets of $25.0 million. Valuation allowances
are used to reduce the net deferred tax assets to the amounts considered more
likely than not to be realized. Changes in estimates of future taxable income
can materially change the amount of such valuation allowances.

     At December 31, 2000 and 1999, VIA had U.S. net operating loss
carryforwards of approximately $16.0 million and $9.7 million, respectively,
which may be used to reduce future taxable income. These U.S. net operating
losses begin to expire in 2018. At December 31, 2000 and 1999, VIA had net
operating loss carryforwards generated from its foreign subsidiaries of
approximately $44.1 million and $17.2 million, respectively, of which $16.0
million expires between 2001 and 2010 and $28.1 million has an indefinite
carryforward period.

Liquidity and Capital Resources

     Since inception, we have financed our operations primarily through the sale
of equity securities. We raised approximately $181.0 million, in the aggregate,
through three private preferred stock offerings between August 1997 and April
1999. Through our initial public offering of common stock in February 2000, we
raised approximately $333.0 million, net of underwriting discounts and
commissions. At December 31, 2000, we had cash and cash equivalents of $237.8
million.

     Cash used in operating activities was $15.1 million for the year ended
December 31, 2000 and $10.1 million for the year ended December 31, 1999. In
each period, cash was used primarily to fund operating losses.

     Cash used in investing activities was $96.6 million for the year ended
December 31, 2000 and $122.7 million for the same period in 1999. In each
period, cash was primarily used for acquisitions, including nine acquisitions in
2000 and twelve acquisitions in 1999. Additionally, we used cash to increase our
investment in various partially owned subsidiaries in both periods.

     Cash provided by financing activities was $329.1 million for the year ended
December 31, 2000 and $118.5 million for the same period in 1999. In each
period, cash was primarily generated by the sale of equity securities, the
initial public offering of our common stock in 2000 and the private placement of
our Series C Preferred Stock in 1999. Immediately subsequent to our initial
public offering, we paid $10.4 million and issued 316,994 shares of our common
stock to repay notes we had issued to the sellers of U-Net, VIA NET.WORKS
Portugal, formerly known as Esoterica, VIA NET.WORKS Spain, also known as
Interbook, and DNS, and to acquire the remaining minority interest in Dialdata.

<PAGE>

     In conjunction with our acquisition of VIA NET.WORKS Mexico in October
1999, we agreed to pay additional purchase price consideration of up to $30.0
million based on that company's revenue growth between the time of acquisition
and December 31, 2000. As of December 31, 1999, we had restricted cash of $15.0
million to secure the payment of the additional purchase price. Based on the
formula, we paid an aggregate of $30 million as additional purchase price during
2000.

     We continue to pursue an aggressive internal growth strategy and will
continue to pursue strategic acquisitions on an opportunistic basis. Except for
the potential need to fund a specific larger acquisition, should such an
opportunity arise, we do not anticipate the need to obtain additional funding
before we become self-sustaining.

     As a result of our acquisitions, we will continue to amortize substantial
amounts of goodwill and other intangible assets. As we grow, we expect that the
amount of goodwill and other intangibles we will amortize in connection with our
investments will represent an increasingly smaller portion of our expenses.
Therefore, we expect to continue to incur net losses until that point in time
when the goodwill and other intangibles we amortize represents a sufficiently
small amount of our expenses that it is exceeded by our net income before
amortization.

     On a periodic basis, management reviews the carrying value of the Company's
investment in its operations to determine if an event has occurred, with respect
to any operation, that could result in an impairment of long-term assets,
primarily goodwill. In its review, management considers market and competitive
factors, operating and financial trends and the business outlook for each
operation. As of December 31, 2000, management concluded that no event had
occurred in any of its operations that would result in an impairment of
long-term assets. Future changes in operating results or business outlook could
result in a change in management's conclusions with respect to the
recoverability of its long-term assets.

     The foregoing statements regarding our liquidity and need for additional
capital resources, as well as our expectations of future amortization of
goodwill and other intangibles, are forward-looking statements based on current
expectations, which involve certain risks and uncertainties. Actual results and
the timing of certain events could differ materially from these forward-looking
statements depending upon the nature, size and timing of future acquisitions, if
any, and future amounts of net income before amortization, which we cannot
predict, as well as other factors referred to in the "Risk Factors" section on
this Form 10-K.

Foreign Currency Exchange Risks

     We conduct business in 15 different currencies, including the Euro and the
U.S. dollar. With the exception of the Argentine Peso, the value of these
currencies fluctuates in relation to the U.S. dollar. At the end of each
reporting period, the revenues and expenses of our operating companies are
translated into U.S. dollars using the average exchange rate for that period,
and their assets and liabilities are translated into U.S. dollars using the
exchange rate in effect at the end of that period. Fluctuations in these
exchange rates impact our financial condition, revenues and results of
operations, as reported in U.S. dollars.

     Exchange rates can vary significantly. During the year ended December 31,
2000, we experienced similar exchange rate fluctuations in all eight of the
Euro-linked currencies in which we transact business. The Euro-linked currencies
varied by approximately 21% in relation to the U.S. dollar during 2000, and at
December 31, 2000 were approximately 7% below where they were at the beginning
of the year. We realized foreign currency losses of $4.1 million for year, due
to the impact of the fluctuation in the value of the Euro on our Euro
denominated cash accounts. Future changes in the value of the Euro could have a
material impact on our financial position and results of operations. We also
experienced fluctuations in other exchange rates but they did not have a
material impact on our results.

     Our local operations transact business in their local currencies. They do
not have significant assets, liabilities or other accounts denominated in
currencies other than their local currency, and therefore are not subject to
exchange rate risk with respect to their normal operations. On a consolidated
basis, we are subject to exchange rate risks because we translate our local
operations' financial data into U.S. dollars


<PAGE>

Conversion to the Euro

     On January 1, 1999, 11 of the 15 European Union member countries adopted
the Euro as their common legal currency, at which time their respective
individual currencies became fixed at a rate of exchange to the Euro, and the
Euro became a currency in its own right. Presently, the following 11 currencies
are subject to the Euro conversion: the Austrian Schilling, the Belgian Franc,
the Dutch Guilder, the Finnish Markka, the French Franc, the German Mark, the
Irish Punt, the Italian Lire, the Luxembourg Franc, the Portuguese Escudo and
the Spanish Peseta.

     During a January 1, 1999 through January 1, 2002 transition period, the
Euro will exist in electronic form only and the participating countries'
individual currencies will continue in tangible form as legal tender in fixed
denominations of the Euro. During the transition period, we must manage
transactions with our customers and our third-party vendors in both the Euro and
the participating countries' respective individual currencies. We have purchased
and specified our business support systems, including accounting and billing, to
accommodate Euro transactions and dual currency operations during the transition
period. In addition, we generally require all vendors supplying third-party
software to us to warrant that their software will be Euro compliant. Because
our acquired European companies generally have short operating histories, most
of their systems were acquired and implemented after the Euro was already
contemplated. Consequently, any expenditure related to Euro compliance has
largely been, and will be, in the normal course of business.

     We conduct business transactions with customers, network suppliers, banks
and other businesses, and we will be exposed to Euro conversion problems in
these third-party systems. During the transition period, to the extent we are
supplying local service, we can continue billings and collections in the
individual currencies to avoid Euro conversion problems. However, to the extent
we have cross-border transactions in European Union countries, we will be
exposed to Euro-related risks. The establishment of the European Monetary Union
may have a significant effect on the economies of the participant countries.
While we believe that the introduction of the Euro will eliminate exchange rate
risks in respect of the currencies of those member states that have adopted the
Euro, there can be no assurance as to the relative strength of the Euro against
other currencies. Since a substantial portion of our net sales will be
denominated in the Euro or currencies of European Union countries, we will be
exposed to that risk.

Item 7A.   Quantitative and Qualitative Disclosures About Market Risk

     The following discussion relates to our exposure to market risk, related to
changes in interest rates and changes in foreign exchange rates. This discussion
contains forward-looking statements that are subject to risks and uncertainties.
Actual results could differ materially due to a number of factors, as set forth
in the "Risk Factors" section in Item 1 of this Form 10-K.

     VIA has exposure to financial market risks, including changes in interest
rates and foreign exchange rates. At December 31, 2000, VIA's financial
instruments consisted of short-term investments and fixed rate debt related to
acquisitions and network purchases. Our investments are generally fixed rate
short-term investment grade and government securities denominated in U.S.
dollars. At December 31, 2000 all of our investments are due to mature within
twelve months and the carrying value of such investments approximates fair
value. The majority of our debt obligations have fixed rates of interest.

     As mentioned previously in the "Foreign Currency Exchange Risks" section,
VIA has Euro denominated cash accounts which expose the company to foreign
currency exchange rate risk. As of December 31, 2000, a 10 percent increase or
decrease in the level of the Euro exchange rate against the U.S. dollar with all
other variables held constant would result in a realized gain or loss of $5.4
million. Additionally, VIA is exposed to foreign exchange rate risk related to
its obligations denominated in foreign currencies. These obligations are a
result of acquiring operating companies in various European and Latin American
countries. VIA is also subject to risk from changes in


<PAGE>

foreign exchange rates for its international operations which use a foreign
currency as their functional currency and are translated into U.S. dollars.
These risks cannot be reduced through hedging arrangements.


Item 8.   Financial Statements and Supplementary Data (As Restated)




     VIA's consolidated financial statements and notes thereto are identified in
Part IV, Item 14a on this Form 10-K/A, are included in this Form 10-K/A where
indicated below, and are incorporated herein by reference:


Index to Financial Statements ............................................   F-1
Report of Independent Accountants ........................................   F-2
Consolidated Financial Statements (As Restated):
Consolidated Balance Sheets as of December 31, 1999 and 2000
(As Restated)............................................................    F-3
Consolidated Statements of Operations for the years ended
  December 31, 1998, 1999 and 2000 (As Restated).........................    F-4
Consolidated Statement of Stockholders' Equity (Deficit)
  for the years ended December 31, 1998, 1999 and 2000 (As Restated).....    F-5
Consolidated Statements of Cash Flows for the years ended
December 31, 1998 1999, and 2000 (As Restated)...........................    F-6
Notes to Consolidated Financial Statements ..............................    F-7
Financial Statement Schedule: ...........................................   F-23

II--Valuation and Qualifying Accounts for the years ended December 31, 1998,
1999 and 2000.


     All other schedules are omitted because they are not required, are not
applicable or the information is included in the consolidated financial
statements or notes thereto.

     Selected quarterly financial data appears in Part II Item 7 under the
heading "Quarterly Results of Operations" and is incorporated herein by
reference.

Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure

     None.


                                    PART III

Item 10.   Directors and Executive Officers of the Registrant

     The following table shows information about each of our directors and
executive officers as of the date of this Form 10-K.



       Name             Age                     Position
     --------           ---                ------------------
David M. D'Ottavio ...  51  Chief Executive Officer and Chairman of the Board of
                            Directors
Michael J. Simmons ...  47  President
Catherine A. Graham ..  40  Vice President, Chief Financial Officer and
                            Treasurer
Matt S. Nydell .......  41  Vice President, General Counsel and Secretary
Timothy J. Galante ...  39  Vice President, Marketing


<PAGE>


Peter T. Shephard ......  55  Vice President, United Kingdom, Ireland & Southern
                              Europe Region
Erwin Wilem Vink .......  54  Vice President, Central & Western Europe Region
Antonio A.V. Tavares ...  51  Vice President, South American Region
Luis Almeida Dingler ...  37  Vice President, North American Region
Gabriel A. Battista ....  56  Director
Edward D. Breen ........  45  Director
Stephen J. Eley ........  41  Director
William J. Elsner ......  49  Director
Adam Goldman ...........  40  Director
William A. Johnston ....  49  Director
Mark J. Masiello .......  33  Director
John G. Puente .........  70  Director
Erik M. Torgerson ......  35  Director

     Each of our directors and executive officers can be reached c/o VIA
NET.WORKS, Inc., 12100 Sunset Hills Road, Suite 110, Reston, Virginia 20190.


Executive Officers

     David M. D'Ottavio has served as VIA's Chief Executive Officer and a
Director since April 1998 and as VIA's Chairman of the board of directors since
November 1999. From April 1998 to June 1999, he also served as President. From
January 1995 to August 1997, Mr. D'Ottavio served as Senior Managing Director of
United Philips Communications, B.V., now United Pan-Europe Communications N.V.,
or UPC, responsible for all acquisition, business development, finance,
marketing and administration functions and launched UPC's telephony, Internet
services provider and high-speed data services. From 1991 to 1994, Mr. D'Ottavio
was Chief Operating Officer for United International Holdings, Inc., now
UnitedGlobalCom, Inc., and was responsible for cable, MMDS and telephone
operations in 14 countries. Previously, Mr. D'Ottavio served as Regional Vice
President for Comcast Cable Communications and held various management positions
with Westinghouse Electric Corporation. Mr. D'Ottavio currently serves on the
board of directors of Votera Corporation. Mr. D'Ottavio received his B.B.A. in
Economics from Kent State University.

     Michael J. Simmons has served as VIA's President since June 1999. From
September 1998 to June 1999 he was Vice President, European Region. Mr. Simmons
was employed by United Pan-Europe Communications, serving as Managing
Director--Portugal, from July 1995 to December 1997, and as Vice
President--Marketing for A2000, the UPC and MEDIA ONE joint venture in Amsterdam
from December 1997 to September 1998. In that role, he was responsible for
telephony and cable modem Internet products in both the residential and business
markets, as well as all sales, customer service and call center operations. From
September 1987 to December 1994, Mr. Simmons was employed by Comcast Cable
Communications, serving first as General Manager of Comcast's Ft. Wayne, Indiana
system and then as Area Vice President in New Jersey. Previously, he held
marketing, sales and operating positions with Insight Communications Company,
Inc. and Westinghouse Broadcasting and Cable. Mr. Simmons received his B.A. in
History and Communications from St. Mary's University of Minnesota.

     Catherine A. Graham joined VIA in July 1998 as Vice President, Chief
Financial Officer and Treasurer. From January 1996 to July 1998, she was Vice
President, Finance and Investor Relations Officer for Yurie Systems, Inc., a
publicly traded telecommunications equipment manufacturer subsequently purchased
by Lucent Technologies, Inc. Ms. Graham was responsible for Yurie's financial
and risk management infrastructure, managing Yurie's initial public offering and
handling communications with the investment community. From August 1994 to
December 1995, she was with Smith Barney, Inc. as a consultant in the Corporate
and Institutional Services Group. From August 1991 to April 1994, she was Chief
Financial Officer, Treasurer and Senior Investor Relations Officer for DavCo
Restaurants, Inc., the largest franchisee of Wendy's International. Ms. Graham
received a B.A. in Economics from the University of Maryland and an M.B.A. from
Loyola College.

     Matt S. Nydell joined VIA in August 1998 as Vice President, General Counsel
and Secretary. From November

<PAGE>

1996 to August 1998, he was Director, Ventures and Alliances for MCI
Communications Corporation, where he oversaw MCI's interest in Concert
Communications Company, an international telecommunications joint venture with
British Telecommunications. From June 1994 to November 1996, he was Senior
Counsel in MCI's legal group responsible for supporting MCI's Mass Markets'
advanced technologies and its information technology groups. Prior to joining
MCI, Mr. Nydell was an attorney with the Washington office of Donovan Leisure
Newton and Irvine, focusing on telecommunications and multimedia issues, and
general corporate and commercial matters. Mr. Nydell received a J.D./M.A.,
foreign affairs, from the University of Virginia, and a B.A., with honors, in
Philosophy from Bucknell University.

     Timothy J. Galante joined VIA in April 2000 as Vice President, Marketing.
From February 1998 to March 2000, he was Director of Marketing for MCI WorldCom
International Services, responsible for product strategy, development, and
management of wholesale voice and IP solutions. From August 1996 to January 1998
he was General Manager of MCI Puerto Rico, overseeing the company's residential
and commercial operations. From July 1988 to July 1996 he held various sales and
marketing positions with MCI Communications Corporation. Prior to joining MCI,
Mr. Galante was an officer in the United States Air Force. He holds a M.B.A.
from the Stern School of Business at New York University, a M.A. in Information
Technology from The George Washington University, and a B.A. in Mathematics and
Government from Cornell University.

     Peter T. Shepard joined VIA in January 2000 as Managing Director, UK &
Ireland and became Vice President, UK, Ireland & Southern Europe in June 2000.
From September 1998 to December 1999, Mr. Shephard was Managing Director of FAME
Computers, a UK software house. Prior to that, from September 1997, he was
Managing Director of Global One, UK & Ireland. From January 1995 until August
1997, Mr. Shephard was with AT&T (UK) where he was Managing Director, Solutions
and Value Added Services, before becoming Vice President, Vertical Markets &
Electronic Commerce.

     Erwin Wilem Vink joined VIA in August 2000 as Vice President for the
Central and Western Europe Region. From September 1998 to August 2000, Mr. Vink
was Managing Director of Tachyon Europe, in which capacity he established the
European operation of Tachyon Inc., delivering two-way high performance Internet
access, intranets and extranets via satellite. From 1995 to 1998 he was Managing
Director of EUnet, a leading European ISP operating in 40 countries. He was
instrumental in setting up RIPE-NCC, one of the three regional Internet
registries, as an independent organisation and continues to serve as a board
member of the organisation. Prior to serving EUnet, he served as Vice President
for European Operations at X/Open and, before that, he was Director of Marketing
for the Continental European Division at Atlantic Computers, PLC. He has also
held the position of head of the Department for International Activities for
Data Centralen, a Danish systems integrator. Mr Vink has holds an MBA in
International Business Management.

     Antonio A.V. Tavares joined VIA in December 1998 when we acquired Dialdata
S.A. Internet Systems. Since February 2001, Mr. Tavares has served as Vice
President, South American Region. From May 1999 until February 2001, he served
as Vice President, Latin American Region. From 1993 until May 1999, he was
President of Dialdata, a corporate Internet services provider in Brazil, since
he founded it in 1993. Mr. Tavares was General Manager of Habasit, a Swiss
manufacturer of industrial products, operating in Brazil, from April 1986 to May
1994. Since November 1996, he has served as President of ABRANET, the Brazilian
Internet service providers association, responsible for leading the development
of the Brazilian Internet industry. He also is the IT Director of FIESP, the Sao
Paulo State Industry Association, and Director of Camara Portuguesa de Comercio
do Brasil. Mr. Tavares is also a member of the National Advise of
Telecommunications, a private council made up of several private
telecommunication associations in Brazil. Mr. Tavares has completed the general
course of Commerce at Escola Comercial Oliveira Martins in Portugal and also of
Sales & Marketing at Fundacao Getulio Vargas in Brazil.

     Luis Almeida Dingler joined VIA in October 1999 when we acquired InfoAcces
where he was CEO of that company's Network division. Since February 2001, he has
served as Vice President North America Region and from October 1999 to February
2002, he was Managing Director of VIA NET.WORKS Mexico. From May 1996 to May
1999, Mr. Almeida was Executive Vice President at Grupo Carso (Consoricio Red
Uno-Telmex) and from June 1989 to May 1996 he was Executive Vice President at
Banco Nacional de Comercio Exterior, S.N.C. (Eximbank). Mr. Almeida holds a B.S.
Degree in Economics from the Autonomous Technological Institute of Mexico.


<PAGE>

Directors

     Gabriel A. Battista has served as a Director of VIA since June 1999. He is
Chairman and Chief Executive Officer of Talk.com, Inc., where he has served
since January 1999. From October 1996 to December 1998, he served as Chief
Executive Officer of Network Solutions, Inc. From May 1994 to October 1996, he
was Chief Executive Officer of Cable & Wireless, Inc., North America. Mr.
Battista has also served as Chief Operating Officer of National Telephone
Services Corporation and President of U.S. Sprint's Eastern Group and has held
various positions with GTE Telenet and the General Electric Company. Mr.
Battista is a member of the board of directors of 2nd Century Communications,
Inc., Capitol College, Systems & Computer Technology Corporation and Online
Technologies Group, Inc. He is also a registered Professional Engineer in the
State of Pennsylvania. Mr. Battista received a B.S.E.E. from Villanova
University, an M.S.E.E. from Drexel University and an M.B.A. from Temple
University.

     Edward D. Breen has served as a Director of VIA since November 1999. Mr.
Breen became Executive Vice President of Motorola, Inc. and President of
Motorola's Network sector in January 2001, after having served as Executive Vice
President and President of Motorola's Broadband Communications Sector following
the merger of General Instrument Corporation with Motorola in January 2000. From
December 1997 to January 2000, Mr. Breen served as Chairman of the Board,
President and Chief Executive Officer of General Instrument Corporation after
having served as its Acting Chief Executive Officer and President from October
1997 to December 1997. Mr. Breen was President of General Instrument's
predecessor company's Broadband Networks Group from February 1996 to October
1997 and Vice President of General Instrument's predecessor company from
November 1996 until October 1997. From October 1994 to January 1996 Mr. Breen
was Executive Vice President, Terrestrial Systems of General Instrument's
predecessor company. Mr. Breen is also a member of the board of directors of
CommScope, Inc.

     Stephen J. Eley has served as a Director of VIA since April 1999. Since
January 1990, he has been a general partner of each of BCI Growth III, IV & V,
private equity funds focused on providing growth capital to private and public
companies. Prior to joining BCI, Mr. Eley was employed by AMEV Holdings/Venture
Management in New York from 1986 to 1989 and by Peat Marwick Mitchell & Co. from
1983 to 1986. Mr. Eley received his B.S. in accounting in 1982 from the
University of Rhode Island.

     William J. Elsner has served as a Director of VIA since September 1997.
Since December 1999, he has been a Managing Member of Telecom Management III
L.L.C., the general partner of Telecom Partners III L.P. and since October 1997,
he has been a Managing Member of Telecom Management II, L.L.C., the general
partner of Telecom Partners II, L.P. Telecom Partners III, L.P. and Telecom
Partners II, L.P. are venture capital funds focused on early stage
telecommunications services companies. From November 1995 until November 1997,
Mr. Elsner was a private investor. From July 1991 until November 1995, Mr.
Elsner was the Chief Executive Officer of United International Holdings, Inc.,
now UnitedGlobalCom, Inc., an international cable television operator he
co-founded. Mr. Elsner is currently a member of the board of directors of
OneSecure, Inc., CityNet Telecommunications, Inc., Exenet Technologies, Inc. and
VeloCom Inc. Mr. Elsner received a B.S. in Accounting from Regis University and
an M.B.A. from the University of Denver.

     Adam Goldman has served as a Director of VIA since September 1999. Since
April 1993, Mr. Goldman has been a general partner of Centennial Holdings IV and
V and is a managing principal of Centennial Holdings VI. He serves as a senior
vice president of Centennial Holdings, Inc., which he joined in 1992. From 1989
through 1991, Mr. Goldman was an associate of Booz, Allen and Hamilton in the
strategy practice. Mr. Goldman is a member of the board of directors of 24/7
Media, Fantasma, HRZ Ellacoya and Highground. Previously, he served on the
boards of ATG Group, Prime Video and Spectrum Resources of the Midwest and was
Chairman of the board of directors of Centennial Telecommunications. Mr. Goldman
is the Chairman of the board of directors and former President of the Venture
Capital Association of Colorado. Mr. Goldman received a Bachelor of Arts in
economics from Northwestern University and a Masters of Management from the J.L.
Kellogg School of Management at Northwestern University.


<PAGE>

     William A. Johnston has served as a Director of VIA since May 1998 and
served as Chairman of VIA's board of directors from December 1998 through
November 1999. Since 1997, he has served as managing director of Hancock Venture
Partners and HarbourVest Partners, LLC. Mr. Johnston joined Hancock Venture
Partners as a Vice President in 1983 after working in the corporate finance
department of John Hancock from 1981. Prior to 1981, he was Assistant Vice
President for State Street Bank in Boston. Mr. Johnston received a B.S. from
Colgate University and an M.B.A. from Syracuse University School of Management.
He serves on the advisory council of the Centennial Funds and the advisory
committee of Highland Capital Partners. Additionally, Mr. Johnston is a member
of the board of directors of the following US companies: Benchmark Media, Inc.,
Epoch Networks, Inc., Formus Communications, Inc., Pangea, Ltd., and Venture
eCommerce, Inc.

     Mark J. Masiello has served as a Director of VIA since September 1999. Mr.
Masiello is a Managing Director of Providence Equity Partners Inc., and he is a
member of the general partner of Providence's private equity funds. Mr. Masiello
has been with Providence since 1989 and he currently serves as a director of
MPower Communications Inc., Global Metro Networks, Ltd., Managed Storage
International and Surebridge, Inc. Mr. Masiello received a B.A. from Brown
University.

     John G. Puente has served as a Director of VIA since April 1998. From 1987
through 1997, he held various positions at Orion Network Systems, Inc., as
Chairman, Chief Executive Officer and member of the board of directors. He was a
founder, and Chairman, of SouthernNet, Inc., and was instrumental in the
founding of the National Telecommunications Network, a consortium of long
distance fiber optic companies for which he served as the first Chairman. Mr.
Puente was also a founder of DCC, Inc., which was merged with Microwave
Associates in 1978 to form M/A-Com, subsequently acquired by Hughes Aircraft,
now known as Hughes Network Systems, Inc. Mr. Puente is a member of the board of
directors of Primus Telecommunications Group, Incorporated and Micros Systems,
Inc. He is also Chairman of the board of directors of Internet Cargo Services,
Inc., Capitol College, and Virtualcom. Mr. Puente received a B.S.E.E. from
Polytechnic University and an M.S.E.E. from Stevens Institute of Technology.

     Erik M. Torgerson has served as a Director of VIA since May 1999. He is a
general partner of Norwest Equity Partners. Prior to joining Norwest Equity
Partners in 1993, Mr. Torgerson was employed by Arthur Andersen & Co. in the
financial consulting and audit practice. Mr. Torgerson currently serves on the
board of directors at Norigen Communications, Inc., butlerNetworks A/S,
SkyberNet Communications, riodata NV, and Peoplenet Communications. He is a
C.P.A. and received his B.S. degree from the University of Minnesota and his
M.B.A. from the University of Iowa.

     Some of our directors became directors as a result of board designation
rights we granted to some of our stockholders prior to our initial public
offering. Specifically:

     (1)  Mr. Johnston was the director designee of HarbourVest International
          Private Equity Partners III-Direct Fund L.P.

     (2)  Mr. Eley was the director designee of BCI Growth V, LLC

     (3)  Mr. Elsner was the director designee of Telecom Partners II, L.P.

     (4)  Mr. Goldman was the director designee of Centennial Fund VI, L.P.

     (5)  Mr. Masiello was the director designee of Providence Equity Partners,
          L.P.

     (6)  Mr. Torgerson was the director designee of Norwest Equity Partners,
          LLC

     The Board designation rights under which these directors were designated
terminated upon the closing of our initial public offering.

     There are no family relationships among any of our directors or executive
officers.


<PAGE>

Board of Directors

     Our board of directors is authorized to have 10 members and directors are
divided into three classes. Currently, Stephen Eley, Mark Masiello and William
Johnston serve as Class I directors, and their terms will expire at our 2001
annual stockholders meeting. William Elsner, Adam Goldman and Eric Torgerson
serve as Class II directors, and their terms will expire at our 2002 annual
stockholder meeting. David D'Ottavio, Gabriel Battista, Edward Breen and John
Puente serve as Class III directors, and their terms will expire at our 2003
annual stockholders meeting. At each annual meeting, the successors to the
directors whose terms expire will be elected to serve three-year terms. Our
directors may be removed without cause only upon the vote of holders of
two-thirds of our outstanding common stock, or for cause upon the vote of
holders of a majority of our outstanding common stock.

Committees of the Board of Directors

     Our board of directors has established an audit committee, a compensation
committee, a finance committee and a nominating committee.

     Among other functions, the audit committee

     .    recommends our independent auditors for approval by our Board of
          Directors

     .    monitors the independence and performance of our independent auditors

     .    reviews the scope, results and costs of the audit with our independent
          auditors

     .    monitors the integrity of our financial statements

     .    reviews our compliance with legal and regulatory requirements

     .    oversees our internal control practices

     The members of the audit committee are Mr. Torgerson, who is Chairman, and
     Messrs. Puente and Eley.

     The compensation committee is responsible for administering our 1998 Stock
Option and Restricted Stock Plan and our Key Employee Equity Plan and reviewing
and approving our compensation policies for our executive officers. The members
of the compensation committee are Mr. Puente, who is Chairman, and Messrs.
Battista and Goldman.

     The finance committee is responsible for reviewing and making
recommendations on proposed debt and equity financings and for reviewing and
approving acquisitions and investments by VIA up to specified limits. The
members of the finance committee are Mr. Elsner, who is Chairman, and Messrs.
Goldman, Johnston and Masiello.

     The nominating committee is responsible for identifying, evaluating and
recommending individuals for membership on our board of directors and its
committees. The members of the nominating committee are Mr. Battista, who is
Chairman, and Messrs. D'Ottavio, Eley and Breen.

     None of the members of the audit committee or the compensation committee
performs the same function for any other entity whose executive officers serve
on our board of directors.


<PAGE>

Limitation of Liability and Indemnification Matters

     We have adopted provisions in our amended and restated certificate of
incorporation, which provide that our directors shall not be liable for monetary
damages to us or our stockholders for any breach of fiduciary duties to the
fullest extent permitted by Delaware law. This limitation of liability does not
affect the availability of equitable remedies such as injunctive relief or
rescission.

     In addition, our certificate of incorporation and by-laws require us to
indemnify our directors and officers to the fullest extent permitted by Delaware
law. On or about April 4, 2000, we entered into indemnification agreements with
our directors and officers. Since then, we have entered into agreements with new
officers as they have been appointed. These indemnification agreements with our
directors and officers, which may, in some cases, be broader than the specific
indemnification provisions of applicable law. The indemnification agreements may
require us, among other things, to indemnify our directors and officers against
liabilities that arise because of their status or service as directors or
officers, to reimburse or advance the expenses they may incur as a result of
threatened claims or proceedings brought against them, and to cover them under
our directors' and officers' liability insurance policies to the maximum extent
that insurance coverage is maintained.

     At present, we are not aware of any pending or threatened material
litigation or proceeding involving any director or officer where indemnification
will be required or permitted. We believe that these provisions in our
certificate of incorporation, bylaws and indemnification agreements are
necessary to attract and retain qualified persons as directors and officers.

Section 16(a) Beneficial Ownership Reporting Compliance

     Information regarding Section 16(a) reporting compliance is incorporated
into this annual report on Form 10-K by reference to the information under the
caption "Reporting Compliance" in VIA's proxy statement for the 2001 Annual
Meeting of Stockholders, to be held on May 23, 2001.

Item 11.   Executive Compensation

     Information regarding executive compensation is incorporated into this
annual report on Form 10-K by reference to the information under the captions
"Information about our Nominees and Directors" and "Executive Compensation" in
VIA's proxy statement for the 2001 Annual Meeting of Stockholders, to be held on
May 23, 2001.

Item 12.   Security Ownership of Certain Beneficial Owners and Management

     Information regarding the ownership of our stock by certain beneficial
owners and management is incorporated into this annual report on Form 10-K by
reference to the information under the caption "Ownership of Securities" in
VIA's proxy statement for the 2001 Annual Meeting of Stockholders, to be held on
May 23, 2001

Item 13.   Certain Relationships and Related Transactions

     Information regarding certain relationships and related transactions is
incorporated into this annual report on Form 10-K by reference to the
information under the caption "Related Transactions" in VIA's proxy statement
for the 2001 Annual Meeting of Stockholders, to be held on May 23, 2001.


<PAGE>

                                     PART IV

Item 14.   Exhibits, Financial Statement Schedules, and Reports on Form 8-K

     a. Documents filed as a part of this report.


     1. FINANCIAL STATEMENTS (as restated)


     See Index to Financial Statements on page F-1, which is incorporated herein
     by reference.

     2. FINANCIAL STATEMENT SCHEDULES

     See Index to Financial Statement Schedules on page F-1, which is
     incorporated herein by reference.

     3. EXHIBITS

     See Index to Exhibits on page E-1, which is incorporated herein by
     reference.

     b. Reports on Form 8-K.

     VIA filed no reports on Form 8-K during the three months ended
     December 31, 2000.

<PAGE>

                                    SIGNATURE

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, VIA NET.WORKS, Inc. has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized

                                  VIA NET.WORKS, Inc.



                                      /s/ DAVID M. D'OTTAVIO
                                     ----------------------------------


                                  By: David M. D'Ottavio
                                     ----------------------------------
                                     Office Chief Executive Officer,
                                     Chairman of the Board of Directors


Date: August 16, 2001


<PAGE>




<PAGE>





<PAGE>


                         INDEX TO FINANCIAL STATEMENTS


Index to Financial Statements ............................................   F-1

Report of Independent Accountants ........................................   F-2

Consolidated Financial Statements (As Restated):

Consolidated Balance Sheets as of December 31, 1999 and
   2000 (As Restated) ....................................................   F-3

Consolidated Statements of Operations for the years ended
  December 31, 1998, 1999 and 2000 (As Restated) .........................   F-4


Consolidated Statements of Stockholders' Equity (Deficit)
  for the years ended December 31, 1998, 1999 and 2000
  (As Restated) ..........................................................   F-5

Consolidated Statements of Cash Flows for the years ended
  December 31, 1998, 1999 and 2000 (As Restated) .........................   F-6

Notes to the Consolidated Financial Statements ...........................   F-7

Financial Statement Schedule:

  II--Valuation and Qualifying Accounts for the years ended
    December 31, 1998, 1999 and 2000 .....................................  F-23

     All other schedules are omitted because they are not required, are not
applicable or the information is included in the consolidated financial
statements or notes thereto.

<PAGE>

                        REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and
Stockholders of VIA NET.WORKS, Inc.

     In our opinion, the consolidated financial statements listed in the
accompanying index present fairly, in all material respects, the financial
position of VIA NET.WORKS, Inc. and its subsidiaries at December 31, 1999 and
2000, and the results of their operations and their cash flows for each of the
three years in the period ended December 31, 2000 in conformity with accounting
principles generally accepted in the United States of America. In addition, in
our opinion, the financial statement schedule listed in the accompanying index
presents fairly, in all material respects, the information set forth therein
when read in conjunction with the related consolidated financial statements.
These financial statements and financial statement schedule are the
responsibility of the Company's management; our responsibility is to express an
opinion on these financial statements and financial statement schedule based on
our audits. We conducted our audits of these statements in accordance with
auditing standards generally accepted in the United States of America, which
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

As discussed in Note 12 to the accompanying consolidated financial
statements, the Company has restated its financial statements for the year ended
December 31, 2000.



/s/ PricewaterhouseCoopers LLP

McLean, Virginia



     February 27, 2001, except as to Note 12 which is as of August 9, 2001


<PAGE>

                               VIA NET.WORKS, INC.

                           CONSOLIDATED BALANCE SHEETS
                (in thousands of U.S Dollars, except share data)

<TABLE>
<CAPTION>
                                                                         December 31,
                                                                    ---------------------
                                                                      1999        2000
                                                                    --------   ----------
ASSETS                                                                        (As Restated
                                                                               see Note 12)
<S>                                                                 <C>        <C>
Current assets:
  Cash and cash equivalents .....................................   $ 20,067   $ 237,839
  Restricted cash ...............................................     15,000          --
  Trade and other accounts receivable, net of
   allowance of $1,296, and $3,623 respectively .................      9,197      16,570
  Other current assets ..........................................      3,074       5,228
                                                                    --------   ---------
    Total current assets ........................................     47,338     259,637
Property and equipment, net .....................................     28,909      39,227
Goodwill and other acquired intangible assets, net ..............    115,194     181,082
Other noncurrent assets .........................................      8,142       1,202
                                                                    --------   ---------
    Total assets ................................................   $199,583   $ 481,148
                                                                    ========   =========

LIABILITIES, MANDATORILY REDEEMABLE CONVERTIBLE
  PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
  Accounts payable ..............................................    $12,735     $21,866
  VAT and other taxes payable ...................................      1,904       2,332
  Short-term notes and current portion of long-term
    debt ........................................................      7,808       3,265
  Deferred revenue ..............................................      9,777      14,360
  Other current liabilities and accrued expenses ................      5,660      11,852
                                                                    --------   ---------
    Total current liabilities ...................................     37,884      53,675
Long-term debt, less current portion ............................      5,846       1,894
                                                                    --------   ---------
    Total liabilities ...........................................     43,730      55,569
Commitments and contingencies
Minority interest in consolidated subsidiaries ..................      4,422         597
Mandatorily redeemable convertible preferred stock:
  Series A convertible preferred stock $.001 par value;
    1,500,000 shares authorized; 1,488,657 shares
    issued and outstanding (liquidation preference
    of $1,489 at December 31, 1999) .............................      1,489          --
  Series B-1 voting convertible preferred stock,
    $.001 par value; 17,200,000 shares authorized;
    15,795,335 shares issued and outstanding
    (liquidation preference of $47,386 at
    December 31, 1999) ..........................................     47,386          --
  Series B-2 non-voting convertible preferred stock,
    $.001 par value; 2,700,000 shares authorized;
    1,400,000 shares issued and outstanding
    (liquidation preference of $4,200 at December 31, 1999) .....      4,200          --
  Series C-1 voting convertible preferred stock,
    $.001 par value; 21,400,000 shares authorized;
    15,939,657 issued and outstanding (liquidation
    preference of $95,638 at December 31, 1999) .................     95,638          --
  Series C-2 non-voting convertible preferred stock,
    $.001 par value; 6,000,000 shares authorized;
    5,370,001 issued and outstanding (liquidation
    preference of $32,220 at December 31, 1999) .................     32,220          --
                                                                    --------   ---------
                                                                     180,933          --
Stockholders' equity (deficit):
  Common stock, $.001 par value; 57,000,000 and
    125,000,000 shares authorized; 1,962,671 and
    54,061,998 shares issued and outstanding; respectively ......          2          54
  Non-voting common stock, $.001 par value; 7,500,000
    shares authorized; 0 and 6,770,001 shares issued
    and outstanding; respectively ...............................         --           7

  Additional paid-in capital ....................................     26,023     558,196
  Accumulated deficit ...........................................    (36,658)   (113,693)
  Deferred compensation .........................................    (12,788)     (6,409)
  Accumulated other comprehensive loss ..........................     (6,081)    (13,173)
                                                                    --------   ---------
    Total stockholders' equity (deficit) ........................    (29,502)    424,982
                                                                    --------   ---------
</TABLE>


<PAGE>


<TABLE>
   <S>                                                                                 <C>         <C>

   Total liabilities, mandatorily redeemable convertible preferred
      stock and stockholders' equity (deficit) ....................................    $ 199,583   $ 481,148
                                                                                       =========   =========

</TABLE>


        The accompanying notes are an integral part of these consolidated
                             financial statements.

<PAGE>

                               VIA NET.WORKS, INC.

                      CONSOLIDATED STATEMENTS OF OPERATIONS
         (in thousands of U.S. Dollars, except share and per share data)

<TABLE>
<CAPTION>
                                                                                 For the years ended December 31,
                                                                          --------------------------------------------
                                                                               1998           1999            2000
                                                                          ------------    ------------   -------------
                                                                                                         (As Restated
                                                                                                          see Note 12)
<S>                                                                       <C>             <C>             <C>
Revenue ...............................................................   $      3,348    $     39,294    $     99,436
                                                                          ------------    ------------    ------------
Operating costs and expenses:
     Internet services ................................................          1,853          19,211          54,638
     Selling, general and administrative ..............................          6,258          35,587          80,733
     Depreciation and amortization ....................................          1,304          19,425          46,697
                                                                          ------------    ------------    ------------
          Total operating costs and expenses ..........................          9,415          74,223         182,068
                                                                          ------------    ------------    ------------
Loss from operations ..................................................         (6,067)        (34,929)        (82,632)
                                                                          ------------    ------------    ------------
Interest income .......................................................          1,454           2,640          11,885
Interest expense ......................................................            (29)         (1,455)           (714)
Other income (expense) ................................................         (1,199)           (177)         (2,395)
Foreign currency gains (losses) .......................................            115             824          (4,725)
                                                                          ------------    ------------    ------------
Loss before minority interest and income taxes ........................         (5,726)        (33,097)        (78,581)
Income tax benefit (expense) ..........................................            145             (65)           (985)
Minority interest in loss of consolidated subsidiaries ................            239           2,167           2,531
                                                                          ------------    ------------    ------------
Net loss attributable to common stockholders ..........................   $     (5,342)   $    (30,995)   $    (77,035)
                                                                          ============    ============    ============
Basic and diluted loss per share attributable to common stockholders...   $     (24.29)   $     (28.55)   $      (1.46)
                                                                          ============    ============    ============
Shares used in computing basic and diluted loss per share .............        219,964       1,085,564      52,892,772
                                                                          ============    ============    ============
</TABLE>


  The accompanying notes are an integral part of these consolidated financial
                                  statements.

<PAGE>

                               VIA NET.WORKS, INC.

            CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
         (in thousands of U.S. Dollars, except share and per share data)

<TABLE>
<CAPTION>






                                                                                                          Accumulated     Total
                                                               Additional                                    Other     Stockholders'
                                                                Paid-in      Accumulated    Deferred     Comprehensive    Equity
                                            Common Stock        Capital        Deficit    Compensation       Loss       (Deficit)
                                            ------------       ----------    -----------  ------------   ------------- -------------
                                         Shares    Amounts
                                         ------    -------
<S>                                      <C>       <C>         <C>           <C>           <C>           <C>           <C>
Balance, January 1, 1998 .........       60,100           --   $       30    $     (321)   $         --      $     --   $     (291)
Comprehensive loss:
  Net loss .......................           --           --           --        (5,342)             --            --       (5,342)
  Foreign currency translation
    adjustment ...................           --           --           --            --              --          (434)        (434)
Total comprehensive loss .........           --           --           --            --              --            --       (5,776)
Issuance of common stock..........      212,942           --          186            --              --            --          186
                                     ----------   ----------   ----------  ------------   -------------    ----------   ----------
Balance, December 31, 1998........      273,042           --          216        (5,663)             --          (434)      (5,881)
                                     ----------   ----------   ----------  ------------   -------------    ----------   ----------
Comprehensive loss:
  Net loss .......................           --           --           --       (30,995)             --            --      (30,995)
  Foreign currency translation
    adjustment ...................           --           --           --            --              --        (5,647)      (5,647)
Total comprehensive loss .........           --           --           --            --              --            --      (36,642)
Grant of employee stock options
  below fair market value ........           --           --       14,485            --         (14,485)           --           --
Amortization of deferred
  compensation ...................           --           --           --            --           1,697            --        1,697
Issuance of common stock .........    1,689,629            2       11,322            --              --            --       11,324
                                     ----------   ----------   ----------  ------------   -------------    ----------   ----------
Balance at December 31, 1999 .....    1,962,671            2       26,023       (36,658)             --        (6,081)     (29,502)
                                     ----------   ----------   ----------  ------------   -------------    ----------   ----------
Comprehensive loss:

  Net loss (As Restated)..........           --           --           --       (77,035)             --            --      (77,035)
  Foreign currency translation
    adjustment ...................           --           --           --            --              --        (7,092)      (7,092)

Total comprehensive loss .........           --           --           --            --              --            --      (84,127)
Grant of employee stock options
  below fair market value ........           --           --          588            --            (588)           --           --
Amortization of deferred
  compensation ...................           --           --           --            --           5,602            --        5,602
Stock option forfeitures .........           --           --       (1,365)           --           1,365            --           --
Conversion of preferred shares  to
  common shares at initial
public  offering..................   39,993,650           40      180,893            --              --            --      180,933

Issuance of common stock .........   18,875,678           19      352,057            --              --            --      352,076
                                     ----------   ----------   ----------  ------------   -------------    ----------   ----------
Balance at December 31, 2000
  (As Restated)...................   60,831,999   $       61   $  558,196  $   (113,693)  $      (6,409)   $  (13,173)  $  424,982
                                     ==========   ==========   ==========  ============   =============    ==========   ==========
</TABLE>


  The accompanying notes are an integral part of these consolidated financial
                                   statements.

<PAGE>


                               VIA NET.WORKS, INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
         (in thousands of U.S. Dollars, except share and per share data)

<TABLE>
<CAPTION>
                                                                                For the years Ended December 31,
                                                                                --------------------------------
                                                                            1998           1999            2000
                                                                          --------      ----------       ---------
                                                                                                       (As Restated
                                                                                                       ------------
                                                                                                        see Note 12)
                                                                                                        ------------
<S>                                                                       <C>          <C>            <C>
Cash flows from operating activities:
  Net loss ...........................................................    $ (5,342)     $  (30,995)      $ (77,035)
  Adjustments to reconcile net loss to net cash used in operating
    activities:
    Depreciation and amortization ....................................       1,304          19,425          46,697
    Deferred taxes ...................................................        (145)             --              --
    Employee stock compensation ......................................          --           1,697           5,602
    Provision for doubtful accounts receivable .......................          26             640           2,436
    Loss on investment ...............................................          --              --           2,563
    Unrealized foreign currency transaction (gains) losses ...........        (126)           (824)            541
    Minority interest in loss of consolidated subsidiaries ...........        (239)         (2,167)         (2,531)
    Loss in unconsolidated affiliate .................................       1,199             177              --
  Changes in assets and liabilities, net of acquisitions:
    Accounts receivable ..............................................        (164)         (1,712)         (6,341)
    Other current assets .............................................        (679)         (1,505)         (1,772)
    Accounts payable .................................................         106           4,202           6,869
    Other current liabilities and accrued expenses ...................         233          (1,681)          5,230
    Deferred revenue .................................................          43           2,188           3,120
    Other noncurrent assets ..........................................          --             484            (494)
                                                                         ---------      ----------       ---------
      Net cash used in operating activities ..........................      (3,784)        (10,071)        (15,115)
                                                                         ---------      ----------       ---------
Cash flows from investing activities:



    Acquisitions, net of cash acquired ...............................     (11,005)        (91,454)        (78,694)
    Restricted cash ..................................................          --         (15,000)             --
    Purchases of property and equipment ..............................        (520)         (9,534)        (20,263)
    Purchases of indefeasible rights of use ..........................          --          (7,259)             --
    Purchase of equity investment ....................................      (2,781)             --              --
    Other assets .....................................................         (77)            544           2,344
                                                                         ---------      ----------       ---------
      Net cash used in investing activities ..........................     (14,383)       (122,703)        (96,613)
                                                                         ---------      ----------       ---------
Cash flows from financing activities:
    Repayment of debt ................................................         (56)         (9,823)         (3,287)
    Proceeds from issuance of common stock ...........................         186           1,426         332,341
    Proceeds from borrowings .........................................          --             503              --
    Proceeds from issuance of mandatorily redeemable convertible
    preferred stock...................................................      52,057         127,858              --
    Deferred equity offering costs....................................          --          (1,482)             --
                                                                         ---------      ----------       ---------
      Net cash provided by financing activities ......................      52,187         118,482         329,054
Effect of currency exchange rate changes on cash......................        (116)           (352)            446
                                                                         ---------      ----------       ---------
Net increase (decrease) in cash and cash equivalents .................      33,904         (14,644)        217,772
Cash and cash equivalents, beginning of period........................         807          34,711          20,067
Cash and cash equivalents, end of period .............................   $  34,711      $   20,067       $ 237,839
                                                                         =========      ==========       =========
Supplemental disclosure:
  Cash paid for interest .............................................   $      --      $      783       $     424
                                                                         =========      ==========       =========
  Income taxes paid ..................................................   $      --      $       30       $     137
                                                                         =========      ==========       =========
Noncash investing and financing transactions:

  Common stock issued to satisfy debt ................................   $      --      $    2,747       $   5,183
                                                                         =========      ==========       =========
  Common stock issued in connection with acquisitions ................   $      --      $    7,149       $   4,847
                                                                         =========      ==========       =========
  Acquisition of indefeasible rights of use financed through long-term
  debt ...............................................................   $      --      $    4,241       $      --
                                                                         =========      ==========       =========
</TABLE>


The accompanying notes are an integral part of these consolidated financial
statements.

<PAGE>

                               VIA NET.WORKS, INC.

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
         (in thousands of U.S. Dollars, except share and per share data)

1.   Organization and Summary of Significant Accounting Policies

   Organization and Nature of Operations

     VIA NET.WORKS, Inc. (the "Company" or "VIA") was founded on June 13, 1997
for the purpose of acquiring existing Internet services providers around the
world. The focus of the Company is to be a leading, international provider of
single source Internet solutions, including web hosting, e-commerce, Internet
security and other services, primarily to the small and mid-sized business
market. In 1999, the Company amended its Certificate of Incorporation to change
the Company's name from V-I-A Internet, Inc. to VIA NET.WORKS, Inc.

   Risks and Uncertainties

     The Company has a limited operating history and its operations are subject
to certain risks and uncertainties, including those associated with: the ability
to meet obligations; continuing losses, negative cash flow and fluctuations in
operating results; funding expansion; acquisitions and strategic alliances,
including their integration; managing rapid growth and expansion; international
business activities; suppliers; financing arrangement terms that may restrict
operations; regulatory issues; competition in the Internet services industry;
technology trends and evolving industry standards; and delivering reliable
service.

   Use of Estimates

     The preparation of financial statements in conformity with generally
accepted accounting principles requires the Company to make estimates and
assumptions that affect the reported amounts of assets, liabilities, revenue and
expenses, together with amounts disclosed in the related notes to the
consolidated financial statements. Actual results could differ from the recorded
estimates.

   Principles of Consolidation

     The accompanying consolidated financial statements include the accounts of
the Company and its majority-owned and controlled subsidiaries, as described in
Note 3. All significant inter-company accounts and transactions have been
eliminated in consolidation. Investments in 20% to 50% owned affiliates over
which the Company has the ability to exercise significant influence are
accounted for under the equity method. Under the equity method of accounting, an
investee's results of operations are not reflected within the Company's
consolidated accounts; however, the Company's share of the earnings or losses of
the investee is reflected in the caption "other income (expense)" in the
consolidated statements of operations. In applying the equity method to
investments in voting preferred stock, the Company recognizes losses based on
its share of ownership interest of the preferred stock once common equity of the
investee has been fully depleted.

   Reclassifications

     Certain prior year information has been reclassified to conform to the
current year presentation.

<PAGE>

   Revenue Recognition

     Revenue from Internet access and value-added Internet services is
recognized over the period in which the services are provided. Internet access
revenue includes payments from customers, as well as payments from
telecommunications providers that customers use to access the Company's service.
The Company records deferred revenue for amounts billed and/or collected in
advance. Revenue from network installation and training and consulting services
is recognized over the contract term as the related services are provided.
Installation and service activation fees are deferred and recognized over the
life of the customer relationship. Revenue from hardware and third-party
software sales is recognized upon delivery or installation of the respective
products, depending on the terms of the arrangement, and when the fee is fixed
or determinable and collectibility is considered probable.

   Cash and Cash Equivalents

     The Company considers all highly liquid investments with original
maturities of three months or less to be cash equivalents. Restricted cash
reflects amounts held in escrow in connection with various acquisition
agreements.

   Concentration of Credit Risk

     Financial instruments that potentially subject the Company to a
concentration of credit risk consist of cash and cash equivalents, and accounts
receivable. The Company's cash and investment policies limit investments to
short-term, investment grade instruments. Concentration of credit risk, with
respect to accounts receivable, is limited due to the large number and
geographic dispersion of customers comprising the Company's customer base.

   Property and Equipment

     Property and equipment are recorded at cost less accumulated depreciation,
which is provided on the straight-line method over the estimated useful lives of
the assets, generally three to five years. The Company has purchased software to
facilitate its global information processing, financial reporting and access
needs. These costs and related software implementation costs are being
capitalized, in accordance with SOP 98-1, Accounting for the Cost of Internal
Use Software and amortized over the estimated useful life, generally three
years. The cost of network infrastructure purchased under indefeasible right of
use agreements (IRU) is being amortized over the lesser of the estimated useful
life or term of the agreement, generally 20 to 25 years. Cost includes major
expenditures for improvements and replacements, which extend useful lives or
increase capacity of the assets. Expenditures for maintenance and repairs are
expensed as incurred. The carrying value of property, plant and equipment is
assessed annually and/or when factors indicating a possible impairment are
present. If an impairment is present, the assets are reported at the lower of
carrying value or fair value as determined, in accordance with Statement of
Financial Accounting Standards (SFAS) No. 121, Accounting for the Impairment of
Long-Lived Assets and Assets to be Disposed of.

   Goodwill and Other Acquired Intangible Assets

     The Company has recorded goodwill and other acquired intangible assets
related to its acquisitions. Goodwill and other intangible assets are amortized
using the straight-line method over a five-year period. The Company periodically
reviews goodwill and other intangible assets to assess recoverability based upon
events and circumstances at each operation. Impairments of goodwill and other
intangibles assets are determined in accordance with SFAS No. 121.

<PAGE>

   Other Assets

     Other assets principally comprise deferred equity offering costs, other
costs incurred in connection with pending acquisitions, non-compete agreements
and other receivables related to the acquisition of businesses. Offering costs
as of December 31, 1999 were subsequently charged against additional paid-in
capital upon completion of the Company's initial public offering in February
2000. Costs incurred in connection with VIA NET.WORKS, INC.

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
         (in thousands of U.S. Dollars, except share and per share data)

successful acquisitions are included in the total purchase price. Costs related
to unsuccessful acquisition efforts are charged to income in the current period.
The non-compete agreements are being amortized over the contractual life of two
years.

   Advertising Costs

     Costs related to advertising and promotion of services are charged to
operating expense as incurred. Advertising expense was $975, $2,021 and $4,803
for the years ended December 31, 1998, 1999 and 2000, respectively.

   Income Taxes

     The Company accounts for income taxes under the asset and liability method,
which requires the recognition of deferred tax assets and liabilities for the
expected future tax consequences of temporary differences between the carrying
amounts and tax bases of assets and liabilities. The Company provides a
valuation allowance on net deferred tax assets when it is more likely than not
that such assets will not be realized. In conjunction with business
acquisitions, the Company records acquired deferred tax assets and liabilities.
Future reversals of the valuation allowance on acquired deferred tax assets will
first be applied against goodwill and other intangibles before recognition of a
benefit in the consolidated statements of operations.

   Stock-Based Compensation

     SFAS No. 123, Accounting for Stock-Based Compensation, encourages, but does
not require companies to record compensation cost for stock-based employee
compensation plans at fair value. The Company has chosen to account for
stock-based compensation using the intrinsic value method prescribed in
Accounting Principles Board Opinion ("APB") No. 25, Accounting for Stock Issued
to Employees, and related Interpretations. Accordingly, compensation cost for
stock options is measured as the excess, if any, of the estimated fair value of
the Company's stock at the date of the grant over the amount an employee must
pay to acquire the stock. The Company has adopted the "disclosure only"
alternative described in SFAS No. 123, which requires pro forma disclosures of
net income and earnings per share as if the fair value method of accounting has
been applied.

   Foreign Currency

     The functional currency for the Company's international subsidiaries is the
applicable local currency. Accordingly, net assets are translated at year-end
exchange rates while revenue and expenses are translated at the

<PAGE>

average exchange rates. Adjustments resulting from these translations are
accumulated and reported as a component of accumulated other comprehensive loss
in stockholders' equity (deficit). Transaction gains or losses, including gains
or losses on foreign currency denominated inter-company balances, are recorded
in the consolidated statements of operations.

   Fair Value of Financial Instruments

     Carrying amounts of certain of the Company's financial instruments,
including cash and cash equivalents, accounts receivable, accounts payable,
accrued expenses and other liabilities approximate fair value due to their short
maturities. Based upon borrowing rates currently available to the Company for
loans with similar terms, the carrying value of debt and capital lease
obligations approximate their fair value.

                               VIA NET.WORKS, INC.

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
         (in thousands of U.S. Dollars, except share and per share data)

   Loss Per Share

     Basic loss per share is computed using the weighted-average number of
shares of common stock outstanding during the year. Diluted loss per share is
computed using the weighted-average number of shares of common stock, adjusted
for the dilutive effect of common stock, equivalent shares of common stock
options and warrants and contingently issuable shares of common stock. Common
stock equivalent shares are calculated using the treasury stock method. Due to
losses by the Company the following securities that were outstanding for each of
the periods presented have been excluded from the computation of diluted loss
per share, as their effect would be antidilutive:

                                                       Convertible
                                                       -----------
                                Stock                   Preferred
                                -----                   ---------
                               Options     Warrants       Stock
                               -------     --------       -----


     December 31, 1998....    1,365,000    100,000     18,683,992
     December 31, 1999....    5,387,500    100,000     39,993,650
     December 31, 2000....    7,988,654    100,000             --

     There is no difference between basic and diluted loss per share for each of
the periods presented.

   Comprehensive Loss

     Comprehensive loss consists of net loss and foreign currency translation
adjustments as presented in the consolidated statements of stockholders' equity
(deficit).

   Segment Reporting

     The Company discloses its segments using the "management" approach. The
management approach designates the internal organization that is used by
management for allocating resources and assessing performance as the source of
the Company's reportable segments.

   Recent Pronouncements

     In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
Accounting for Derivative Instruments and Hedging Activities. Upon initial
application of SFAS No. 133, as amended by SFAS No. 138, all

<PAGE>

derivatives are required to be recognized in the statement of financial position
as either assets or liabilities and measured at fair value. In addition, all
hedging relationships must be reassessed and documented pursuant to the
provisions of SFAS No. 133. Subsequent to the issuance of SFAS No. 133, the
Financial Accounting Standards Board issued SFAS No. 137 which defers the
effective date of SFAS No. 133 to fiscal years beginning after June 15, 2000,
the first quarter of VIA's fiscal 2001. The adoption of SFAS No. 133 has no
effect on VIA's results of operations or financial position.



2.   Investment in Affiliate

     In June 1998, the Company acquired a 36% interest in i-way Limited (i-way)
an Internet services provider located in the United Kingdom.

     In June 1999, the Company negotiated the purchase of the remaining 64%
equity interest in i-way for total consideration of $13,104, comprised of
$10,473 in cash and 317,421 shares of the Company's common stock, valued at
$8.25 per share. The transaction was consummated on August 5, 1999. On the date
of acquisition the VIA NET.WORKS, INC.

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
         (in thousands of U.S. Dollars, except share and per share data)

fair value of net assets acquired was $208. Goodwill of $14,174 was recognized
on the acquisition. Accordingly, the revenues and expenses of i-way subsequent
to August 5, 1999 have been included in the Company's consolidated financial
statements.




3.   Acquisitions of Certain Businesses

     Beginning in 1998, the Company has made a series of acquisitions of
Internet services providers located in Europe, Latin America and the U.S.,
offering services that include Internet access, web hosting, e-commerce,
Internet security and other services, primarily to small and mid-sized
businesses.

     Each of the acquisitions has been accounted for using the purchase method
of accounting and, accordingly, the net assets and results of operations of the
acquired companies have been included in the Company's consolidated financial
statements since the acquisition dates. The purchase price of the acquisitions
was allocated to assets acquired, including intangible assets, and liabilities
assumed, based on their respective fair values at the acquisition dates.
Identifiable intangible assets as of the date of acquisition primarily consist
of a customer base, employee workforce and the trade name. Because the Company's
operating strategy following an acquisition will result in changing the existing
target market from residential subscribers to small and mid-sized businesses and
focus on the VIA NET.WORKS brand name, the value allocated to the acquired
customer bases and trade names has not been

<PAGE>

significant. Likewise, due to the short operating history of most of these
acquired businesses, there is uncertainty as to employee retention. As a result,
a significant portion of the purchase price has been allocated to goodwill.

   Acquisitions

     Since 1998, the Company completed 26 acquisitions for cash and notes
payable:

                Number of Businesses  Aggregate Purchase   Assets    Liabilities
                --------------------  ------------------   ------    -----------
                      Acquired             Price          Acquired     Assumed
                      --------             -----          --------     -------
       1998...                4           $     39,217   $   6,456    $   7,148
       1999...               13           $     92,327   $  15,867    $  18,321
       2000...                9           $     75,715   $   8,454    $   6,356
                ---------------           ------------   ---------    ---------
       Total..               26           $    207,259   $  30,777    $  31,825


                            VIA NET.WORKS, INC.

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
         (in thousands of U.S. Dollars, except share and per share data)

     In 2000, the following companies were acquired:

<TABLE>
<CAPTION>
                                                                                   Aggregate   Ownership
                                                                                   ---------   ---------
                                                 Acquiree          Acquisition      Purchase   Interest    Assets   Liabilities
                                                 --------          -----------      --------   --------    ------   -----------
           Company Name                           Location           Date            Price     Acquired   Acquired    Assumed
    ----------------------------------------      --------           ----            -----     --------   --------    -------
Net4You EDV Dienstleistungs und
<S>                                               <C>            <C>                  <C>            <C>   <C>       <C>
   Handelges.m.b.H (Net4You) ...................  Austria        January 4, 2000      $ 2,948        58%   $ 1,070   $   876
DNS Telecom SAS (DNS) ..........................  France         January 7, 2000       11,878       100%     1,771     1,314
I.S.A.R. Netzwerke Dienstleistungs
   GmbH (ISAR)..................................  Germany        February 16, 2000      8,589       100%       811       550
Internet Access Eindhoven BV
   (IAE)........................................  Netherlands    April 3, 2000          7,489       100%     1,310       543
SmartComp AG (SmartComp)........................  Switzerland    July 26, 2000          3,965       100%       798       353
Interactive Multimedia Corporation
   (IMC Online) ................................  USA            August 31, 2000       29,264       100%     1,040     1,386
Meridian Microtech s.r.l
   (Microtech).................................   Italy          September 15, 2000     3,530       100%       417       370
Hishspeed-Server Eisnet GmbH
   (Highspeed).................................   Germany        October 6, 2000        4,966       100%       716       657
Symphonie S.A. (MNet)..........................   France         October 10, 2000       3,086       100%       521       307
                                                                                      -------               ------   -------
                                                                 Totals               $75,715               $8,454   $ 6,356
                                                                                      =======               ======   =======
</TABLE>

     In connection with the acquisitions of Net4You and DNS, we are obligated to
pay amounts to the current or former owners in 2001. These amounts are carried
as short-term debt and are disclosed further in Note 6.

     In connection with the purchase of ISAR, we are obligated to pay an
additional contingent earn-out payment. The payment amount will be determined
based on revenue and EBITDA generated during the year ended December

<PAGE>

31, 2000 and is payable in 2001. Additionally, cash payments may be paid to
Smartcomp in 2001 in accordance with the purchase agreement related to that
acquisition.

     The acquisitions of IMC Online, Microtech, Highspeed and MNet included
consideration in the form of common stock. A portion of the common stock was
issued on the respective closing dates and the remaining portions were issued
and put into escrow as security against any claims that might be asserted by VIA
against the sellers of these companies. The escrowed shares will be distributed
to the former owners of the companies in August 2001, April 2002, April 2002 and
October 2002, respectively, assuming that no claims are made by VIA under the
original purchase agreement.

     We have agreements with the minority stockholders of our majority-owned
operating companies that give us the right, after a specified period of time, to
purchase their shares in those operating companies based on predetermined price
formulas which consider revenue growth, operating results and cash flows. In
some cases, the minority stockholders have the right to purchase our shares in
those operating companies if we do not exercise our purchase right by a
specified date. In 1999, we exercised our right to purchase additional shares in
VIA NET.WORKS Argentina by paying $2,594 in cash and common stock. In 2000, we
exercised our right to purchase additional shares in VIA NET.WORKS Deutschland
(formerly GTN), VIA NET.WORKS Brasil S.A. (formerly Dialdata), and Artinternet.
We also paid additional consideration in the amount of $30,000 to VIA NET.WORKS
Mexico (formerly InfoAcces). Additionally in 2000, we increased our equity
interest in VIA VIA NET.WORKS, INC.

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
         (in thousands of U.S. Dollars, except share and per share data)

NET.WORKS Ireland (formerly Medianet) in connection with the separation from
that company of its former managing director and a minority shareholder, through
the purchase of his shares in the company. In December 2000, VIA NET.WORKS
Deutschland sold its 100% interest in Ecce Terram to that company's former
owners. Because cash payment was not received until January 2001, and the sale
could have been cancelled if payment was not received, the sale was accounted
for as a January 2001 transaction.

     The following presents the unaudited pro forma results of operations of the
Company for the years ended December 31, 1999 and 2000 as if the 2000
acquisitions had been consummated on January 1, 1999. The unaudited pro forma
results of operations include certain pro forma adjustments, including the
amortization of goodwill and other intangible assets relating to the
acquisitions.

<TABLE>
<CAPTION>



                                                      December 31,
                                                  ------------------
                                                   1999        2000
                                                ---------    ---------
                                                            (As Restated)
                                                     (unaudited)

<S>                                             <C>          <C>
    Revenue ................................    $  58,978    $ 107,200

    Net loss ...............................      (45,035)     (84,138)


         Basic and diluted loss per share...    $  (41.49)   $   (1.59)
</TABLE>


     The unaudited pro forma results of operations are prepared for comparative
purposes only and do not necessarily reflect the results that would have
occurred had the 2000 acquisitions occurred at January 1, 1999 or the results
that may occur in the future.

4.   Property and Equipment

<PAGE>

     Property and equipment consisted of the following:

                                                        December 31,
                                                   -----------------
                                                     1999       2000
                                                  --------    --------
Hardware and other equipment ................     $ 23,255    $ 21,999
Network and data center assets ..............       12,484      26,691
Software ....................................        1,752       7,595
Furniture and fixtures ......................        2,113       2,999
                                                  --------    --------
                                                    39,604      59,284
Accumulated depreciation and amortization....            -           -
                                                   (10,695)    (20,057)
                                                  --------    --------
Property and equipment, net .................     $ 28,909    $ 39,227
                                                  ========    ========


     Total depreciation expense was $368, $4,331 and $9,975 in 1998, 1999 and
2000, respectively. As of December 31, 2000, the Company held $23,769 of
machinery and equipment, and capitalized network infrastructure under capital
lease/IRU arrangements. The related accumulated amortization was $6,135. As of
December 31, 2000, the Company held $7,595 of capitalized software with related
accumulated amortization expense of $2,138.

                               VIA NET.WORKS, INC.

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
         (in thousands of U.S. Dollars, except share and per share data)

5.   Goodwill and Other Acquired Intangible Assets

     Goodwill and other intangible assets acquired through business acquisitions
consisted of the following:

                                      December 31,
                                  -------------------
                                     1999        2000
                                 ---------    ---------
Goodwill ...................     $ 126,731    $ 220,378
Customer base ..............         2,123        8,360
Employee workforce .........         1,213        3,760
Accumulated amortization....       (14,873)     (51,416)
                                 ---------    ---------
Total ......................     $ 115,194    $ 181,082
                                 =========    =========

     Total amortization expense was $936, $15,094, and $36,722 in 1998, 1999 and
2000, respectively. The value assigned to goodwill, customer base and employee
workforce is being amortized over estimated useful lives of five years.

6.   Short-term Notes and Long-term Debt

     Short-term notes and long-term debt consisted of the following:

<PAGE>

<TABLE>
<CAPTION>
                                                                                 December 31,
                                                                               -----------------
                                                                                1999      2000
                                                                             --------    --------
<S>                                                                          <C>         <C>
Acquisition debt .........................................................   $  8,076    $  1,495
Debt related to IRU Agreements, 12%, due quarterly to 2002 ...............      3,899       2,476
Capital lease obligations at interest rates ranging from 7.8% to 8.0%, due
   monthly to 2004 .......................................................        858         866
Notes payable, due monthly through 2002 ..................................        821         322
                                                                             --------    --------
                                                                               13,654       5,159

Less current portion .....................................................     (7,808)     (3,265)
                                                                             --------    --------
Long-term portion ........................................................   $  5,846    $  1,894
                                                                             ========    ========
</TABLE>


     The acquisition obligations outstanding at December 31, 1999 related to
businesses acquired in 1999. All of these amounts were paid in full subsequent
to the initial public offering of the Company's common stock in February 2000,
except for one note, which is payable to a former manager of one acquired
business. The note amount was relieved in January 2001 when the acquired
business was sold back to the original owner. The remaining acquisition
obligations outstanding at December 31, 2000 include payments due to the current
or former owners of two of the Company's acquired businesses.

     The scheduled maturities of long-term debt outstanding at December 31, 2000
are summarized as follows:

     2001 .....................   3,265
     2002 .....................   1,531
     2003 .....................     343
     2004 .....................      20
     2005 and thereafter ......      --
                                 ------
                                 $5,159
                                 ======

                               VIA NET.WORKS, INC.

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
         (in thousands of U.S. Dollars, except share and per share data)


7.   Mandatorily Redeemable Convertible Preferred Stock

     The Company's mandatorily redeemable convertible preferred stock as of
December 31, 1999 is summarized below:

                          Price per
                          ---------
                           share         Shares
                           -----         ------

Series A, voting .....   $     1       1,488,657
Series B-1, voting ...   $     3      15,795,335
Series B-2, non-voting   $     3       1,400,000
Series C-1, voting ...   $     6      15,939,657
Series C-2, non-voting   $     6       5,370,001
                                      ----------
                                      39,993,650
                                      ==========

     All preferred shares were converted into equivalent shares of common stock
concurrent with the initial public offering of the Company's common stock in
February 2000.

8.   Stock Compensation and Retirement Plans

<PAGE>

   Key Employee Equity Plan

     During 1998, the Company adopted the V-I-A Internet Inc. Key Employee
Equity Plan (the "KEEP Plan"), an incentive plan to attract and retain qualified
officers, key employees, directors and other persons at VIA and our operating
companies. The KEEP Plan provides for the granting of stock options to key
employees of the Company. Rights are granted with an exercise price as
determined by the Company's Board of Directors. The stock purchase rights vest
immediately and expire two months from the date of the grant unless terminated
earlier. As of December 31, 1999 and 2000, the Company has reserved 800,000
common shares for issuance under the KEEP Plan.

   Stock Option Plan

     In 2000, the Company adopted the Amended and Restated 1998 Stock Option and
Restricted Stock Plan (the "Option Plan"). The Option Plan allows the Company to
issue employees either incentive or non-qualified options, which vest over such
periods as may be determined by the Board of Directors, generally two to four
years. The options expire no later than ten years and one month after grant
date. The Option Plan allows for grants, which would allow the grantees to
exercise their options prior to vesting in exchange for restricted common stock
or restricted stock units, however, no such grants have been made. Options
granted prior to our initial public offering of the company's common stock in
February 2000 have an exercise price equal to the estimated value of the common
stock at the date of grant as determined by the Company's Board of Directors.
Options granted after the date of our initial public offering have an exercise
price equal to the closing price for our stock on the Nasdaq National Market on
the last trading day immediately prior to the date of grant. As of December 31,
1999 and 2000 the Company has reserved 9,200,000 common shares for issuance
under the Option Plan.

   Warrants for Common Stock

     In April 1998, the Company issued warrants to purchase 100,000 shares of
common stock at an exercise price of $2.40, to a non-employee member of the
Board of Directors. These warrants vested immediately and expire five years from
the grant date. As of December 31, 2000 no warrants have been exercised.

                               VIA NET.WORKS, INC.

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
         (in thousands of U.S. Dollars, except share and per share data)



   Fair Value of Stock Options and Warrants

     For disclosure purposes under SFAS No. 123, the fair value of each stock
option and warrant granted is estimated on the date of grant using the Black
Scholes option-pricing model with the following weighted-average assumptions:

<TABLE>
<CAPTION>

                                         1998                               1999                    2000
                          ----------------------------------      -----------------------   -----------------------
                          KEEP Plan   Option Plan   Warrants      KEEP Plan   Option Plan   KEEP Plan   Option Plan
                          ---------   -----------   --------      ---------   -----------   ---------   -----------
<S>                        <C>              <C>          <C>           <C>       <C>           <C>        <C>
Expected life in months     2               48-60         60              2         12-48           2       48-84
Risk-free interest rate   4.5%                 5%         5%           4.4%          4.9%        5.5%          6%
Volatility ............     0%                 0%         0%             0%        0%-50%         90%         90%
Dividend yield ........     0%                 0%         0%             0%            0%          0%          0%
</TABLE>

<PAGE>

     For all options granted subsequent to the initial filing of the Company's
public offering in November 1999 through December 31, 1999, a volatility factor
of 50% was used. For options granted in the fiscal year 2000, a volatility
factor of 90% was used.

     Utilizing these assumptions, the weighted-average fair value of the stock
options and warrants granted was as follows:

                    1998      1999      2000
                    ----      ----      ----

KEEP Plan ....     $0.02     $0.15    $ 3.22
Option Plan...     $0.36     $4.54    $12.17
Warrants .....     $0.53        --        --

     Under the above model, the total value of stock options and warrants
granted was approximately $440, $20,172 and $47,057 in 1998, 1999 and 2000
respectively, which would be amortized on a pro forma basis over the
option-vesting period. Had the Company determined compensation cost for these
plans in accordance with SFAS No. 123, the Company's pro forma results would
have been as follows:


<TABLE>
<CAPTION>
                                      For the Years Ended December 31,
                          ------------------------------------------------------------------
                                   1998                     1999            2000 (As Restated)
                       ------------------------       -----------------   ----------------------
                          As             Pro           As         Pro          As         Pro
                       Reported         Forma       Reported      Forma     Reported     Forma
                     ------------    ------------  ---------   ---------  ----------   ---------
<S>                  <C>             <C>           <C>         <C>        <C>          <C>
Net loss .........    $(5,342)         $(5,403)     $(30,995)   $(31,827)   (77,035)    $(85,061)
Net loss per share    $(24.29)         $(24.56)      $(28.55)    $(29.32)    $(1.46)    $  (1.61)
</TABLE>


                               VIA NET.WORKS, INC.

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
         (in thousands of U.S. Dollars, except share and per share data)

     Following is a summary of the Company's stock purchase right, stock option
and warrant activity through December 31, 2000:

<TABLE>
<CAPTION>
                                                                                           Weighted-
                                                                                           ---------
                                                                                            Average
                                                                                            -------
                                                                             Price          Exercise
                                                                             -----          --------
                                     Number of Shares of Common Stock       Per Share         Price
                                     --------------------------------       ---------         -----
                                      KEEP        Optionp
                                      ----        ------
                                      Plan         Plan       Warrants
                                      ----         ----       --------
<S>                                 <C>         <C>             <C>       <C>              <C>
Balance at December 31, 1997 .           --            --            --              --       --
Granted ......................      365,000     1,080,000       100,000   $ 1.00-$ 2.40    $2.13
Exercised ....................           --            --            --              --       --
Forfeited ....................      (25,000)      (50,000)           --   $        2.40    $2.40
                                  ---------    ----------     ---------
Balance at December 31, 1998 .      340,000     1,030,000       100,000   $ 1.00-$ 2.40    $2.11
                                  ---------    ----------     ---------
Granted ......................      332,000     4,380,500            --   $ 4.00-$ 9.75    $7.50
Exercised ....................     (495,158)         --              --   $ 2.40-$ 9.75    $3.16
Forfeited ....................     (116,842)      (54,002)                $ 2.40-$ 9.75    $5.36
                                  ---------    ----------     ---------
Balance at December 31, 1999 .       60,000     5,356,498       100,000   $ 1.00-$ 9.75    $6.16
                                  ---------    ----------     ---------
</TABLE>

<PAGE>


<TABLE>

<S>                                           <C>        <C>            <C>        <C>              <C>
Granted ..........................            37,500     4,006,150            --   $6.13-$21.63     $   15.12
Exercised ........................           (90,325)     (384,279)           --   $2.40-$ 9.00     $    4.96
Forfeited ........................            (7,175)     (989,715)                $2.40-$19.00     $    9.94
                                          ----------     ---------      --------
Balance at December 31, 2000......                --     7,988,654       100,000   $1.00-$21.63     $   10.49
                                          ==========     =========      ========
Exercisable, December 31, 1998....           340,000        47,037       100,000   $1.00-$ 8.25     $    2.58
                                          ==========     =========      ========
Exercisable, December 31, 1999....            60,000       670,442       100,000   $1.00-$ 9.00     $    4.48
                                          ==========     =========      ========
Exercisable, December 31, 2000....                --     2,086,639       100,000   $1.00-$18.69     $    6.38
                                          ==========     =========      ========
</TABLE>


     All stock purchase rights and options granted during 1998 were granted with
exercise prices equal to the fair market value as determined by the Board of
Directors. During 1999 and 2000, prior to the initial public offering, the
Company determined that the fair value of the underlying common stock exceeded
the exercise price of certain stock purchase rights and stock option grants by
$14,485 and $588, respectively. Such amounts will be amortized over the vesting
period. The Company recognized an expense of $1,697 and $5,602 in 1999 and 2000,
respectively.

                               VIA NET.WORKS, INC.

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
         (in thousands of U.S. Dollars, except share and per share data)

     The following table summarizes information about the outstanding and
exercisable options and warrants at December 31, 2000:

                                      Outstanding
                             --------------------------------
                                    Weighted-Average
                                    ----------------
                                       Remaining
                                       ---------
                                    Contractual Life Exercisable
                                    ---------------- -----------
     Exercise Price      Number         (months)       Number
     --------------    ---------        --------       ------
     $1.00.........      300,000             87.5     193,749
     $2.40.........      381,360             76.4     326,037
     $4.00.........    1,041,575            100.4     430,863
     $6.13.........      378,500            119.2          --
     $8.25.........      390,958            102.8     172,841
     $9.00.........    2,372,200            109.1     885,618
     $9.75.........      567,061            107.0     163,990
     $10.56........       50,000            116.5          --
     $12.94........      196,250            116.1          --
     $14.88........      251,000            116.0          --

<PAGE>

     $16.00      183,000            108.6          --
     $18.69      705,250            113.9      13,541
     $19.00    1,268,500            111.2          --
     $21.63        3,000            116.1          --
               ---------                    ---------
               8,088,654            106.8   2,186,639
               =========                    =========

     In January 2001, the Company granted 35,000 stock options, at an exercise
price of $6.13 per share. In February 2001, the Company granted 258,000 stock
options at an exercise price of $6.06.

9.   Income Taxes

     The differences between the U.S. federal statutory tax rate and the
Company's effective tax rate are as follows:

                                   For the Years Ended December 31,
                                   --------------------------------
                                        1998      1999    2000
                                        ----      ----    ----

Statutory U.S. federal income tax rate    34%     34%     34%
Minority interest ....................     1       3       1
Goodwill amortization ................    (5)    (11)    (16)
State income taxes, net ..............     1       1       1
Change in valuation allowance ........   (19)    (34)    (17)
Loss in unconsolidated subsidiary ....    (7)     --      --
International subsidiaries ...........    --       8      (2)
Other ................................    (2)     (1)     --
                                        ----    ----    ----
Effective income tax rate ............     3%      0%      1%
                                        ====    ====    ====




                               VIA NET.WORKS, INC.

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
         (in thousands of U.S. Dollars, except share and per share data)

     The (benefit from) provision for income taxes is summarized below:

                                                     For the Years Ended
                                                     -------------------
                                                         December 31,
                                                         ------------
                                                  1998       1999     2000
                                                  -----      -----   -------

Current income taxes:
     International ............................   $  --      $  65   $   946
     Federal ..................................      --         --        --
     State ....................................      --         --        27
                                                  -----      -----   -------
                                                     --         65       973
Deferred income taxes:
     International ............................    (145)        --        12
     Federal ..................................      --         --        --
     State ....................................      --         --        --
                                                  -----      -----   -------
Total deferred income taxes ...................    (145)        --        12
                                                  -----      -----   -------

<PAGE>

Total (benefit from) provision for income taxes   $(145)   $  65   $ 985
                                                  ======   =====   =====

     The components of loss before income taxes and minority interest are as
follows:

<TABLE>
<CAPTION>

                                  For the Years Ended December 31,
                                  --------------------------------
                                   1998        1999        2000
                                 --------    --------    --------
                                                        (As Restated)
                                                        -------------
<S>                              <C>         <C>         <C>
U.S operations ...............   $ (4,107)   $ (8,215)   $(17,693)
Non-U.S. operations ..........     (1,619)    (24,882)    (60,888)
                                 --------    --------    --------
                                 $ (5,726)   $(33,097)   $(78,581)
                                 ========    ========    ========
</TABLE>

     Deferred tax assets and liabilities were comprised of the following:

<TABLE>
<CAPTION>
                                                                     1998        1999        2000
                                                                   --------    --------    --------
<S>                                                                <C>         <C>         <C>
Deferred tax assets:
     Federal net operating loss carryforward ...................   $    539    $  3,695    $  6,088
     Start-up costs ............................................        523         962         294
     IMC cash to accrual adjustment ............................         --          --         335
     Deferred compensation .....................................         --         770       2,435
     Other .....................................................         --         403       3,298
     International subsidiaries net operating loss carryforward         145       5,979      16,482
                                                                   --------    --------    --------
Gross deferred tax assets ......................................      1,207      11,809      28,932
                                                                   --------    --------    --------
Deferred tax liabilities:
     Unrealized foreign currency gain ..........................        (48)       (412)       (341)
     Foreign acquired intangible assets ........................         --          --      (3,467)
     Depreciation and amortization .............................         --         (70)        (60)
                                                                   --------    --------    --------
Gross deferred tax liabilities .................................        (48)       (482)     (3,868)
                                                                   --------    --------    --------
Net deferred tax assets ........................................      1,159      11,327      25,064
Valuation allowance.............................................     (1,159)    (11,327)    (25,064)
                                                                   --------    --------    --------
Net deferred tax asset (liability) .............................   $     --    $     --    $    (12)
                                                                   ========    ========    ========
</TABLE>


                               VIA NET.WORKS, INC.

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
         (in thousands of U.S. Dollars, except share and per share data)


     The net deferred tax assets have been reduced by a valuation allowance
since management has determined that currently it is more likely than not that
such benefits will not be realized. The change in the valuation allowance was an
increase of $13,737 in 2000, which is primarily related to additional operating
losses in the U.S. and foreign jurisdictions and amounts attributable to the
purchased intangible assets other than goodwill for the foreign subsidiaries.
The company establishes valuation allowances in accordance with the provisions
of SFAS No. 109. The Company continually reviews the adequacy of these valuation
allowances.

     At December 31, 1998, 1999 and 2000, the Company had a U.S. net operating
loss carryforwards of approximately $1,427, $9,731 and $16,022, respectively,
which may be used to offset future taxable income. These

<PAGE>

carryforwards begin to expire in 2018. Further, the Internal Revenue Code places
certain limitations on the annual amount of net operating loss carryforwards
which can be utilized if certain changes in the Company's ownership occur.


     At December 31, 1998, 1999 and 2000, the Company had net operating losses
from its foreign subsidiaries of approximately $406, $17,235 and $44,118,
respectively, of which $15,972 expires between 2001 and 2010 and $28,146 has an
indefinite carryforward period. It is expected that all earnings generated from
foreign subsidiaries will be permanently reinvested in those subsidiaries.

10.   Commitments and Contingencies

   Operating and Capital Lease Commitments

     The Company leases office space and equipment under non-cancelable
operating leases expiring on various dates through 2010. In addition, the
Company is required to make quarterly payments for certain operations and
maintenance services over the life of the IRU arrangements ranging from 20-25
years. Rent expense for the years ended December 31, 1998, 1999 and 2000, $178,
$1,726 and $3,723, respectively.

     The Company also leases telecommunications and other equipment under
capital leases.

     Future minimum lease payments under non-cancelable operating leases and
capital leases at December 31, 2000 are as follows:

     Year Ending December 31,                              Operating Capital
     ------------------------                              -----------------
      2001...........................................      $ 5,126   $  575
      2002 ..........................................        5,840      276
      2003 ..........................................        4,799       58
      2004 ..........................................        3,224       22
      2005 ..........................................        2,717       --
Thereafter ..........................................        2,930       --
                                                           -------   ------
                                                           $24,636      931
                                                           =======
     Less amount representing interest ..............                   (65)
                                                                     ------
     Present value of future minimum lease payments .                $  866
                                                                     ======


   Contingencies

     From time to time, the Company is subject to claims arising in the ordinary
course of business. In the opinion of management, no such matter, individually
or in the aggregate, exists which is expected to have a material effect on the
results of operations, cash flows or financial position of the Company.

                               VIA NET.WORKS, INC.

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
         (in thousands of U.S. Dollars, except share and per share data)



11.   Segment Reporting

     The Company offers a variety of Internet access, web hosting, e-commerce,
Internet security and related services to businesses and consumers in Europe,
Latin America and the United States. As of December 31, 2000, the Company served
primary markets in 14 countries, with operations organized into four geographic
operating

<PAGE>

segments--North America, South America, the United Kingdom (UK) and Southern
Europe and Central and Western Europe. These segments generate Internet-related
revenues from leased lines, dial-up Internet access, web hosting and design,
consulting services, and sale of third-party hardware and software. Corporate
expenses which are not allocated to one of the operating segments are shown to
reconcile to the total consolidated figures.

     Beginning in the quarter ended September 30, 2000, VIA modified its
definition of total segment assets and beginning in the quarter ended December
31, 2000, VIA reorganized its management reporting structure to create four
reportable segments rather than two. Prior amounts have been revised to conform
to the current presentation.

Each of these geographic operating segments is considered a reportable segment,
and the accounting policies of the operating segments are the same as those
described in Note 1. The Company evaluates the performance of its segments based
on revenue and earnings before interest, taxes, depreciation and amortization
and non-cash compensation charges ("EBITDA"). The table below presents
information about the reported revenue, EBITDA and assets of the Company's
segments for the years ended December 31, 1998, 1999 and 2000 (As Restated).

<TABLE>
<CAPTION>
                                                                              UK, Ireland
                                                                              -----------
                                                                                  and        Central and
                                                                                  ---
                                                     North           South      Southern       Western

                                     Corporate      America         America      Europe        Europe        Total
                                     ---------      -------         -------      ------        ------        -----
<S>                                 <C>           <C>             <C>           <C>          <C>          <C>
The year ended December 31, 1998:
     Revenue ....................   $      --      $      --      $      651    $   1,203    $   1,494    $   3,348
     EBITDA .....................      (4,389)            --            (329)         121         (166)      (4,763)
     Assets .....................      21,733             --          15,474       20,464       15,354       73,025
The year ended December 31, 1999:
     Revenue ....................   $      --      $   2,447      $    5,376    $  19,477    $  11,994    $  39,294
     EBITDA .....................      (8,064)          (513)         (1,316)        (811)      (3,103)     (13,807)
     Assets .....................      52,432         36,767          13,016       72,291       25,077      199,583
The year ended December 31, 2000:
     Revenue ....................   $      --      $  14,453      $    6,450    $  45,432    $  33,101    $  99,436
     EBITDA .....................     (16,333)        (3,649)         (5,571)        (701)      (4,079)     (30,333)
     Assets .....................     274,981         81,252           6,461       54,995       63,459      481,148
</TABLE>

                               VIA NET.WORKS, INC.

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
         (in thousands of U.S. Dollars, except share and per share data)

     Adjustments to reconcile total EBITDA to loss before income taxes and
minority interest are as follows:

<PAGE>


<TABLE>
<CAPTION>
                                           For the              For the            For the
                                           -------              -------            -------
                                          Year Ended           Year Ended          Year Ended
                                          ----------           ----------          ----------
                                       December 31, 1998    December 31, 1999    December 31, 2000
                                       -----------------    -----------------    -----------------
                                                                                  (As Restated)
                                                                                  -------------
<S>                                     <C>                 <C>                  <C>
EBITDA ..............................   $     (4,763)       $     (13,807)       $     (30,333)
Non-cash compensation ...............             --               (1,697)              (5,602)
Depreciation and amortization .......         (1,304)             (19,425)             (46,697)
                                        ------------        -------------        -------------
Loss from operations ................         (6,067)             (34,929)             (82,632)
Interest income (expense), net ......          1,425                1,185               11,171
Other income (expense) ..............         (1,084)                 647               (7,120)
                                        ------------        -------------        -------------
Loss before income taxes and minority
   interest .........................   $     (5,726)       $     (33,097)       $     (78,581)
                                        ============        =============        =============
</TABLE>


     The three largest revenue producing countries for 1998 and 1999, the United
Kingdom, Germany and Argentina, generated revenues in the amounts of $1,203,
$1,494 and $651; and $16,923, $8,253, and $3,136, respectively. For 2000, the
three largest revenue producing countries, the United Kingdom, Germany and
Mexico, generated revenues in the amounts of $40,158, $13,088, and $16,510,
respectively. Revenue from our U.S. operating company, for the period in 2000
for which it was owned, was $1,365.


12.   Restatement of Financial Statements


     The financial statements for the year ended December 31, 2000 have been
restated to revise certain revenue and cost recognition issues identified at one
of the Company's acquired subsidiaries. During the course of a normal review of
aged accounts receivable at the subsidiary and a subsequent detailed review, the
Company, assisted by outside professionals, identified improper accounting
related to the recognition of certain revenue and associated costs during the
period. The revisions primarily address the reversal of recorded revenue that
was not adequately supported by fully executed customer contracts and of costs
that had not been incurred; other issues addressed include revenue recognized
before the provision of service where revenue should have been spread over the
contract period or recognized upon completion, and revenue recognized when
payment was in bartered services and the value of those bartered services could
not be determined. The restated amounts and the amounts as previously reported
are outlined below:



<TABLE>
<CAPTION>
                                                        Year ended December 31, 2000
                                                        As Reported      As Restated
<S>                                                    <C>               <C>
Statement of Operations Data:
  Total Revenue                                           102,991            99,436
  Direct Costs                                             55,405            54,638
  Loss from Operations                                    (79,844)          (82,632)
  Net Income (Loss)                                       (74,247)          (77,035)
  Net Income (Loss) per share:                        $     (1.40)      $     (1.46)
Balance Sheet Data
  Accounts Receivable, net                                 20,305            16,570
  Other current liabilities and accrued expenses           12,828            11,852
  Accumulated other comprehensive income                  (13,202)          (13,172)
  Accumulated deficit                                    (110,905)         (113,693)
</TABLE>


<PAGE>

                                   SCHEDULE II

                               VIA NET.WORKS, INC.

                        VALUATION AND QUALIFYING ACCOUNTS
                         (in thousands in U.S. dollars)

<TABLE>
<CAPTION>
                                                                      Charged
                                                                      -------
                                      Balance at      Balances of    to costs                  Balance at
                                      ----------      -----------    --------                  ----------
                                      beginning          acquired       and                       end of
                                      ---------          --------       ---                       ------
Description                           of period        subsidiaries  expenses   Deductions(1)     period
-----------                           ---------        ------------  --------   -------------     ------
<S>                                   <C>             <C>           <C>         <C>            <C>
Year ended December 31, 1998:
Allowance for doubtful accounts....   $        0      $       200   $      17   $      0       $       217
                                      ==========      ===========   =========   ========       ===========
Year ended December 31, 1999:
Allowance for doubtful accounts....   $      217      $       822   $     640   $   (383)      $     1,296
                                      ==========      ===========   =========   ========       ===========
Year ended December 31, 2000:
Allowance for doubtful accounts....   $    1,296      $       113   $   2,561   $   (347)      $     3,623
                                      ==========      ===========   =========   ========       ===========
</TABLE>

-------------
(1)  Amounts represent the write off of uncollectible accounts receivable
     balances.

<PAGE>




                                  EXHIBIT INDEX

 Exhibit
----------

     3.1    Amended and Restated Certificate of Incorporation of VIA NET.WORKS,
            Inc. (1)


     3.2    Amended and Restated Bylaws of the VIA NET.WORKS, Inc. (2)


    10.1*   Amended and Restated 1998 Stock Option and Restricted Stock Plan (2)


    10.2*   Form of 1998 Stock Option and Restricted Stock Plan Incentive Stock
            Option Agreement for executive employee (4)


    10.3*   Form of 1998 Stock Option and Restricted Stock Plan Incentive Stock
            Option Agreement for non-executive employee (4)


    10.4*   Key Employee Equity Plan, as amended (5)


    10.5*   Amendment No. 2 to Key Employee Equity Plan (2)


    10.6    Form of Purchase Agreement by and between VIA and its preferred
            stockholders (3)


    10.7**  Indefeasible Right of Use Agreement in Inland Capacity (United
            Kingdom), dated as of June 21, 1999, by and between GT U.K. Ltd. and
            VIA NET.WORKS Europe Holding B.V. (5)


    10.8**  Indefeasible Right of Use Agreement in Inland Capacity (United
            States), dated as of June 21, 1999, by and between GT Landing Corp.
            and VIA NET.WORKS Europe Holding B.V. (5)


    10.9**  Capacity Purchase Agreement, dated as of June 21, 1999, by and
            between Atlantic Crossing Ltd. And VIA NET.WORKS Europe Holding B.V.
            (5)


   10.10**  Customer Agreement for an IRU Capacity, dated as of July 21, 1999,
            by and between iaxis Limited and VIA NET.WORKS, Europe Holding B.V.
            (5)


   10.11**  Software License and Support Agreement by and between Portal
            Software, Inc. and VIA Net Works, UK Limited, dated as of
            October 29, 1999 (5)


   10.12    Distribution and Revenue Sharing Agreement, dated as of June 30,
            1999, by and between Trellix Corporation and VIA NET.WORKS, Inc. (5)

<PAGE>

   10.13   Amended and Restated Stockholders Agreement by and among VIA
           NET.WORKS, Inc. and the additional parties named therein, dated as of
           April 20, 1999 (5)


   10.14   Registration Rights Agreement by and among VIA NET.WORKS, Inc. and
           the stockholders named therein (4)


   10.15   Transit Service Agreement, dated as of August 1, 1999, between Verio
           Inc. and VIA NET.WORKS, Inc. (5)


   10.16*  Employee Letter Agreement between VIA and Antonio Tavares (4)


   10.17*  Employee Confidentiality Agreement between VIA and Antonio Tavares
           (4)


   10.18*  Retention Agreement by and between Dialdata and Antonio Tavares (4)


   10.19*  Termination Agreement by and between Dialdata and Antonio Tavares
           (4)


   10.20*  Form of Indemnification Agreement by and between VIA and its
           officers and directors (2)


    21.1   List of Subsidiaries


    23.1   Consent of PricewaterhouseCoopers LLP [you should get a new one of
           these, assuming they will have to reissue their report]


---------------
(1)  Incorporated by reference to VIA's annual report on Form 10-K for the
     period ended December 31, 1999.

(2)  Incorporated by reference to VIA's registration statement on Form S-1, File
     No. 333-91615, as filed with the SEC on January 19, 2000.

(3)  Incorporated by reference to VIA's registration statement on Form S-1, File
     No. 333-91615, as filed with the SEC on February 8, 2000.

(4)  Incorporated by reference to VIA's registration statement on Form S-1, File
     No. 333-91615, as filed with the SEC on January 3, 2000.

(5)  Incorporated by reference to VIA's registration statement on Form S-1, File
     No. 333-91615, as filed with the SEC on November 24, 1999.

*    Management or compensatory contract or plan.

**   Confidential treatment has been granted for portions of this exhibit.