**Exhibit 99.1**

 

**RISK FACTORS**

 

Statements inthis Form 10-Q that are not historical facts are “forward-looking statements”(as defined in the Private Securities Litigation Reform Act of 1995).Forward-looking statements include, but by way of example only, statementsregarding the Company’s Strategic Plan, and projections regarding financialimpacts of planned organizational re-alignment, outsourcing projects, newproduct roll-out and cost reductions in general. These statements, when made,are intended to reflect VIA management’s then current views with respect tofuture events and expectations and are subject to a number of risks,assumptions and uncertainties, including those discussed below, which couldcause our actual results to differ materially from those projected in suchstatements.

 

***WE ARE IMPLEMENTING A NEW BUSINESS PLAN,WHICH MAY NOT BE SUCCESSFUL.***

 

We have begunseveral significant new business initiatives in 2003 as a part of our 2003-2005Strategic Plan to improve operational effectiveness, reduce costs and promotegrowth. This plan may not be successful and may cause the Company to incuradditional costs. Our Strategic Plan builds on the progress we made in 2002during which we focused heavily on reducing costs, rationalizing our operationsand generally stabilizing the financial condition of the Company. Hence, in2002 we significantly reduced headcount, implemented strong spending controls,sold our operations in Mexico, Argentina, Brazil, Austria and Ireland andclosed our office in Belgium. We continued these activities in 2003 by furtherreducing headcount and selling our operation in Italy.  Our Strategic Plan focuses on the pathtowards profitability and calls for organizational-wide change. The plannedchanges, objectives and the risks associated with those objectives are notedbelow:

 

•              We are reorganizing our operationsalong functional lines away from the previous country orientation and focus. Webelieve that this functional re-alignment will in the long term enable VIA topermit the more efficient sharing of best practices and the use of commonplatforms throughout the enterprise as well as reduce our overall operatingcosts. The reorganization will also permit VIA to take better advantage ofcross–border sales and marketing opportunities in our selected markets.However, this reorganization of our operations to a functional matrixorganization may increase costs in the near term. We may incur additional costsas functional teams across all the countries may require increased travel to coordinatetheir efforts and share core values. We will also incur significant one-timeseverance payments as we pursue our plan to streamline the organization. Weplan to engage in further significant headcount reductions in the fourthquarter of 2003 and first quarter of 2004, which may result inemployment-related litigation claims and related increased costs. Theseadditional costs may materially affect our operating results. In addition, thereorganization efforts may create significant distraction for our executiveteam, which may negatively affect our operating results.

 

•              We entered into agreements withvendors to outsource certain network, IT, finance and administration systemsand processes. While our goals in these actions are to reduce costs, createorganizational efficiencies, enhance the standardization of processes andimprove internal controls, we may experience differing outcomes. We cannot beassured that the outsourcing providers will be able to deliver the desiredresults. Our outsourcing providers’ systems may not prove to provide the levelof service and functionality that we anticipated and may have unanticipated andsubstantial technological or operational weaknesses. Our use of outsourceproviders for certain key operational functions will require us to rely on thecontractual relationships we maintain with the third party providers and wewill not be able to control directly the quality of service or level ofcooperation we receive in connection with these functions. As a result, we maylose a certain degree of day-to-day control over these functions and we will bedependant on the continued adherence to contractual service descriptions andservice level agreements. We may experience disputes with outsourcing providersto secure our rights or address service issues. Any one or more of these issuesmay affect negatively our ability to deliver

 

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quality service to our customers ordeliver accurate financial reporting on our operations and may increase ourcosts, which will negatively affect our results of operations.

 

•              Our product development plans callfor the introduction of more sophisticated products and services such as IP VPNservice as well as products that will add to our ability of providing asingle-source communications solution to our customers, such as voice service.We intend to rollout these new products and services by partnering withtechnology vendors and other third party providers. The development and rolloutof these new products and services will depend on our ability to identifyvendors and providers who can provide a quality and dependable service andsuccessfully negotiate agreements with these vendors and providers that enableVIA to deliver the products and services profitably to our customers. Our newproduct development plan will also depend on our ability to integrate the sale,provisioning and billing of the new products and services into our sales forcetraining and into our systems and processes. Our target of reaching net cashflow break-even during the course of 2004 depends, in part, on successfullyintroducing these new products and services. If we are unsuccessful in theseefforts or if we encounter any significant delay in introducing the newproducts and services, our ability to reach our goal of achieving break-even atthe net cash flow level and profitability during the course of 2004 may benegatively impacted.

 

•              Our channel strategy calls for (a)focusing our direct sales force on selling the more sophisticated, highermargin, value-added services we offer and plan to offer and (b) channeling ourbase products such as access and shared web-hosting to our indirect andweb-based sales channels. In order to address this strategy, we must upgradeour direct sales force through the hiring of new sales professionals, talentdevelopment and training programs and the resetting of compensation plans. Thetermination of sales staff, efforts to recruit new sales professionals and thetraining of our sales force may distract us from generating or impair our abilityto generate new revenues. As a result, our operating results may suffer. As wereorganize our sales force to meet the requirements of the new sales model, wemay experience higher turnover and the loss of more key salespersons thananticipated. If this occurs, our operating results will suffer. Our channelstrategy also calls for enhancing our indirect sales channel and automated websales capabilities.  This component ofour strategy depends on successfully identifying and recruiting capablereseller candidates and delivering back-office solutions enabling them tomaximize sales opportunities as well as address customer support issues.  For web-based sales, our strategy depends onbuilding or acquiring an end-to-end automated customer acquisition, orderentry, provisioning and billing solutions. If we are fail to deliver on any one or more dependencies, our resultswill suffer.

 

•              While our management is focused onimplementing our new business plan, technological evolution will continue. Ifwe do not keep pace with these changes, we may fail to attract and retaincustomers, which would reduce our revenues. The Internet services market hasbeen characterized by changing customer needs, frequent new service and productintroductions, evolving industry standards and rapidly changing technology. Oursuccess will depend, in part, on our ability to recognize and respond to thesechanges in a timely and cost-effective manner.

 

***WE HAVE A HISTORY OF NEGATIVE CASH FLOW ANDWE MAY NEVER ACHIEVE POSITIVE CASH FLOW.***

 

For the ninemonths ended September 30, 2003, we had a net loss from continuingoperations of $18.4 million. In order to provide continuing support to ouroperations, enable them to deliver quality customer service, and in order todevelop an adequate financial reporting infrastructure, we will continue tomake significant ongoing expenditures for systems and staff. While we havesignificantly reduced our negative cash flow from the nine months endedSeptember 30, 2002 to the nine months ended September 30, 2003, wemay reach a point where we cannot further reduce our net use of cash frominvesting and operating activities without material increases in revenues. Ourstrategic plan calls

 

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for us to reach cash flow breakeven during 2004. The plan is predicated on the assumption we will reach acertain level of revenue growth combined with continued cost-cuttingmeasures.  If we are unable to increaseour revenue or otherwise scale down our costs and investment expenditures, wewill continue to experience negative cash flow.

 

# **OURACQUISITION STRATEGY MAY NOT ACHIEVE THE RESULTS WE ARE SEEKING**

 

For the past two years, VIA has focused on organic growth andoperational improvement.  Withsignificant improvements achieved in operations, we are now proactively seekingto enhance and complement our product portfolio and sales efforts by exploringthe opportunity for acquisitions.  Aproactive acquisition program brings with it certain risks:

 

•        Whilewe have established a small team of internal resources, we expect that broaderparticipation from management will be required as suitable targets areidentified, in the course of the due diligence, negotiation and post-closingactivities.  Senior management may bedistracted from normal executive responsibilities and other Strategic Planinitiatives.  This may slow the pace ofoperational improvements we are undertaking and other revenue generatingactivities.

 

•        Dependingon the size of the acquisitions that we pursue, we may face significantintegration issues in connection with the acquired companies.  These efforts and unanticipated issues thatmay arise in connection with the integration efforts may distract seniormanagement from normal executive responsibilities and cause VIA to incurunanticipated costs and may cause the quality of our services to suffer,causing us to lose customers and revenues.

 

•        Although we will seek to build legal protections intoagreements relating to acquisitions, we may unknowingly purchase undisclosedliabilities or experience lower than projected operating results in newlyacquired companies, both which could adversely affect our future operatingresults.

 

***THE RESTRUCTURING OF OUR ORGANIZATIONMAY RESULT IN AN INABILITY TO RETAIN KEY PERSONNEL.***

 

As a part ofour Strategic Plan, we are shifting from a geographical focused organization toa functional matrix organization. The announcement of this re-orientation ofthe organization has led and may continue to lead to the departure of key employees.The loss of key employees may result in the loss of institutional knowledge andexperience that could be difficult to replace. We are also engaged in variouscost-cutting actions, including headcount reductions.  These cost-cutting measures have created the need to consolidatefunctions and require employees to take on additional responsibilities.  The implementation of our plans may resultin greater organizational uncertainty, low morale and a resulting higher thananticipated turnover of staff. If we are unable to find suitable replacementsfor any one or more of these key employees, our ability to execute ourStrategic Plan may be negatively impacted.

 

Over the pasttwo years, we have experienced significant management turnover.  There can be no assurances that ouroperations will not suffer from unanticipated departures or from our inabilityto quickly engage qualified replacements. Our success also depends on attracting and retaining key management, manyof whom may be difficult to replace.

 

***WE MAY NOT REALIZE THE ANTICIPATEDFINANCIAL OR COMMERCIAL BENEFITS AND MAY SUFFER MATERIAL LOSS AS A RESULTOF OUR DECISION TO OUTSOURCE CERTAIN SYSTEMS AND PROCESSES RELATED TO FINANCEAND ADMINISTRATION FUNCTIONS.***

 

We haveexperienced operational difficulties in the past in our efforts to upgrade ordeploy new back office systems. Our decision to outsource certain finance andadministration systems and processes may result in unanticipated difficulties.We have experienced customer and billing data integrity issues in the past; wehave developed both automated and manual additional processes and controls toaddress these issues and reduce the possibility of future data integrityproblems. However, the process of transitioning our control over these functionsmay result in the loss of data or new data integrity issues associated withtransferring data to third–party providers systems. Establishing proper systemsand system interfaces to enable a successful transition to the shared servicecenter may prove time consuming and require additional costs. We believe wehave taken into consideration all costs associated with outsourcing; however,we cannot be assured that we have accounted for all hidden costs, transitioncosts and management costs; these may all lead to increased costs of servicesrather than a reduction in the costs of services.

 

Ouroutsourcing providers will provide their own personnel to manage our services.This will result in a reduction of our own organizational competencies,specifically certain IT expertise and finance functions. Our ability tomaintain an alignment between the outsourced IT and finance functions with ourstrategy, which may change from time to time might also be reduced. If thisoccurs, we will be less able to successfully serve our customers and competeeffectively in our market space.

 

Unanticipateddegradation of service quality and increased overall service costs are twomajor potential issues relating to outsourcing. We may experience a degradationof service levels such as poor response time, poor turnaround time or a failureto maintain software and system upgrades. We may discover that vendorapplications do not meet our requirements and vendor personnel may fail toprovide quality service due to low compensation schemes and a lack of a directinterest in our success. As a consequence of service degradation, our overallservice costs may rise. Any such degradation of service may lead to adeterioration of our relationship with the vendor, which could distract our seniormanagement, increase our costs and impact our operations. In the event weexperience service degradation we may wish to repatriate the outsourcedservices or terminate our relationship with the provider and procure adifferent provider. As the number of providers is limited, it may be difficultor even impossible to transfer to another provider. Further, because ouroutsourcing plans call for a significant reduction in staff we may lack theability in the short term to repatriate the services. This

 

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may create a situation where weare in essence locked into an ailing relationship with the outsourcingprovider. Contractual difficulties may also impede our ability to terminate theoutsourcing relationship. This may lead to disputes and litigation, which willbe costly and will distract our management team.

 

***OUTSOURCING AND OTHER COST CUTTING MEASURESMAY IMPACT OUR ABILITY TO ATTRACT AND RETAIN EMPLOYEES AND CUSTOMERS.***

 

We have andwill continue to take steps to reduce our costs, including the outsourcing ofcertain network, IT and finance and administration functions. We reduced ourcombined employee headcount from 575 at December 31, 2002, excluding theItalian operation, to 463 by September 30, 2003 and will further reducestaff as a result of outsourcing and the functional re-alignment of ourorganization. We anticipate that by the end of 2003, we will have reduced ourheadcount to less than 400. These measures may impair our ability to attractand retain key employees. As a result of staff reduction, we may lose valuableinstitutional knowledge and thereby have internal and outsourced staff that areless experienced and attuned to our business. As we continue these cost cuttingmeasures, we may also impair our ability to provide quality service, attractnew customers and implement integrated operating, administrative and financialcontrols.

 

***IF DEMAND FOR INTERNET SERVICES IN OURMARKETS DOES NOT GROW AS WE EXPECT, OUR ABILITY TO GROW OUR REVENUES WILL BE NEGATIVELYAFFECTED.***

 

We arefocusing our sales and marketing efforts on more sophisticated value–addedservices in the Internet market. If the market opportunities for our currentand planned Internet services fail to develop, or develop 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:

 

•      concernby customers of economic viability of service providers and the Internetindustry in general;

 

•      failureof regulators to take adequate steps to prevent incumbent telecommunicationsproviders from abusing their economic power;

 

•      lackof developed infrastructure to support Internet applications and access tobroadband services; and

 

•      limitedaccess to Internet services.

 

In particular,we depend on increasing demand for Internet services by small to mid-sizedbusinesses in our markets. Demand for Internet services by these businesseswill depend partly on the degree to which these businesses’ customers andsuppliers adopt the Internet as a means of doing business, and partly to theextent by which these businesses adopt Internet technologies to deal withinternal business processes, such as internal communications. Demand will alsodepend on whether there is a continuing economic downturn in these markets,which may result in a cutback of expenditures for the services we offer.Furthermore, as competitive pressures drive down customer prices for Internetaccess in many of our markets, we depend increasingly in such markets on ourability to sell to our customers higher margin, value added services such assecurity services, web hosting, and ecommerce solutions. Due to an increasingnumber of business failures in the Internet services industry in our coremarkets, an increase in customer reluctance to rely on third party serviceproviders in the Internet services industry for critical business functions mayalso reduce our revenue growth and increase our cost of sales by lengtheningsales cycles.

 

***COMPETITION FOR CUSTOMERS IN OUR MARKETSMAY CAUSE US TO REDUCE OUR PRICES OR INCREASE SPENDING, WHICHMAY NEGATIVELY AFFECT OUR REVENUES AND OPERATING RESULTS.***

 

There arecompetitors in our markets with more significant market presence and brandrecognition and greater financial, technical and personnel resources than wehave. Although the competitors we face vary depending on the market and thecountry, these competitors may include local and regional Internet servicesproviders, telecommunication companies and cable companies. Some of ourcompetitors, especially the telecommunications companies, have large networksin place

 

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as well as a significantexisting customer base. As a result of this competition, we may facesignificant pressure to reduce our prices, particularly with respect toInternet access services, and to improve the products and services we offer.

 

***OUR BRAND NAMES AND TRADEMARKS ARE DIFFICULTTO PROTECT.***

 

We are awareof other companies using or claiming to have rights to use trademarks that aresimilar to our marks and variations of those marks, including the VIA NET.WORKSmark. We have received from time to time demands from third parties to ceaseand desist using one or more of our trademarks. The users of these or similarmarks may be found to have senior rights if they were ever to assert a claimagainst us for trademark infringement. If an infringement suit were institutedagainst us, even if groundless, it could result in substantial litigationexpenses in defending the suit. Moreover, if we are forced to stop using any ofour trademarks, we may have to expend significant resources to establish newbrands and our operating results may be materially impacted.

 

***WE HAVE BEEN NAMED AS A DEFENDANT IN ASECURITIES CLASS ACTION LAWSUIT, WHICH COULD DISTRACT OUR MANAGEMENT AND IMPACTOUR CASH POSITION.***

 

OnNovember 5, 2001, we were named as a defendant in a class action lawsuitin the District Court for the Southern District of New York against VIANET.WORKS, Inc., certain of the underwriters who supported our initial publicoffering (“IPO”) and certain of our officers, under the title O’Leary v. ViaNet.works [sic] et al [01-CV-9720] (the “Complaint”). An amended complaint wasfiled in April 2002. The Complaint alleges that the prospectus we filedwith our registration statement in connection with our IPO was materially falseand misleading because it failed to disclose, among other things, that: (i) thenamed underwriters had solicited and received excessive and undisclosedcommissions from certain investors in exchange for the right to purchase largeblocks of VIA IPO shares; and (ii) the named Underwriters had entered intoagreements with certain of their customers to allocate VIA IPO shares inexchange for which the customers agreed to purchase additional VIA shares inthe aftermarket at pre-determined prices (“Tie-in Arrangements”), therebyartificially inflating the Company’s stock price. The Complaint further allegesviolations of Sections 11, 12 (a)(2) and 15 of the Securities Act of 1933 andSection 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5promulgated thereunder arising out of the alleged failure to disclose and thealleged materially misleading disclosures made with respect to the commissionsand the Tie-in Arrangements in the prospectus. The plaintiffs in this actionseek monetary damages in an unspecified amount. Approximately 300 other issuersand their underwriters have had similar suits filed against them, all of whichare included in a single coordinated proceeding in the Southern District of NewYork (the “IPO Litigation”).

 

OnJune 30, 2003, the special litigation committee of the board of directorsof the Company conditionally approved the global settlement between allplaintiffs and issuers in the IPO Litigations; the Company is in the process ofcompleting a settlement with the plaintiffs in the case.  The settlement would provide, among otherthings, a release of the Company and of the individual defendants for theconduct alleged in the action to be wrongful by the plaintiffs. Under theproposed settlement, the Company would agree to undertake otherresponsibilities under the partial settlement, including agreeing to assignaway, not assert, or release certain potential claims the Company may haveagainst its underwriters.  Any directfinancial impact of the proposed settlement is expected to be borne by theCompany’s insurers.   The speciallitigation committee agreed to approve the settlement subject to a number ofconditions, including the participation of a substantial number of otherdefendants in the proposed settlement, the consent of the Company’s insurers tothe settlement, and the completion of acceptable final settlementdocumentation.  Furthermore, thesettlement is subject to a hearing on fairness and approval by the Courtoverseeing the IPO Litigations. We continue to progress toward settlement andawait approval of settlement by all parties involved.

 

***FLUCTUATIONS IN THE EXCHANGE RATE BETWEEN THEU.S. DOLLAR AND THE VARIOUS CURRENCIES IN WHICH WE CONDUCT BUSINESSMAY AFFECT OUR OPERATING RESULTS.***

 

We record therevenues and expenses of our local operations in their local currencies andtranslate these amounts into U.S. dollars for purposes of reporting ourconsolidated results. As a result, fluctuations in foreign currency exchangerates may adversely affect our revenues, expenses and results

 

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of operations as well as thevalue of our assets and liabilities. Fluctuations may adversely affect thecomparability of period-to-period results. For example, if the average value ofthe Euro decreases in relation to the U.S dollar during a quarterly period ascompared to the prior period, each Euro will convert to fewer U.S dollarsduring that quarterly period than the prior period and we will report lowerrevenue growth than what would have been calculated in local currencies forthat period. In addition, we hold foreign currency balances that will create foreignexchange gains or losses, depending upon the relative values of the foreigncurrency at the beginning and end of the reporting period, affecting our netincome and earnings per share. In projecting future operating results, we makecertain assumptions about the fluctuation of the home currencies of ouroperations. If these assumptions turn out to be materially inaccurate, ouractual operating results may be materially different from our projections.

 

***REGULATORY AND ECONOMIC CONDITIONS OF THECOUNTRIES WHERE OUR OPERATING COMPANIES ARE LOCATED ARE UNCERTAIN ANDMAY DECREASE DEMAND FOR OUR SERVICES, INCREASE OUR COST OF DOING BUSINESSOR OTHERWISE REDUCE OUR BUSINESS PROSPECTS.***

 

Our operatingcompanies are located in countries with rapidly changing regulatory andeconomic conditions that may affect the Internet services industry. Any new lawor regulation pertaining to the Internet or telecommunications, or theapplication or interpretation of existing laws, could decrease demand for ourservices, increase our costs, or otherwise reduce our profitability or businessprospects. Specific examples of the types of laws or regulations that couldadversely affect us include laws that:

 

•      imposetaxes on transactions made over the Internet;

 

•      imposetelecommunications access fees on Internet services providers;

 

•      directlyor indirectly affect telecommunications costs generally or the costs ofInternet telecommunications specifically;

 

•      prohibitthe transmission over the Internet of various types of information and content;

 

•      imposerequirements on Internet services providers to protect Internet users’ privacy,monitor content, or to permit government interception of data traffic; and

 

•      increasethe likelihood or scope of competition from telecommunications or cablecompanies.

 

For example, anumber of European countries have enacted legislation that requires Internetservices providers to establish technical means to permit national authoritiesto intercept data traffic of identified customers. The application of theselaws to Internet services providers has been subject to significant oppositionfrom Internet services providers industry groups in Germany, the U.K. and theNetherlands, among others, because of the substantial cost service providerswould incur in order to comply with the law. Ultimately, these requirements mayimpose significant costs on our European operations in these countries, whichwould negatively impact our operating results. These laws could require us toincur costs to comply with them or to incur new liability. They could alsoincrease our competition or change our competitive environment so that customerdemand for our products and services is affected.

 

In addition torisks we face from new laws or regulations, we face uncertainties in connectionwith the application of existing laws to the Internet. It may take years todetermine the manner in which existing laws governing issues like propertyownership, libel, negligence and personal privacy will be applied tocommunications and commerce over the Internet.

 

***WE RELY ON TELECOMMUNICATIONS PROVIDERS INOUR MARKETS TO PROVIDE OUR CUSTOMERS WITH RELIABLE ACCESS TO OUR SERVICES, ANDFAILURES OR DELAYS IN PROVIDING ACCESS COULD LIMIT OUR ABILITY TO SERVICE OURCUSTOMERS AND IMPACT OUR REVENUES AND OPERATING RESULTS.***

 

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Our customerstypically access our services either through their normal telephone lines ordedicated lines provided by local telecommunications providers specifically forthe purposes of accessing the Internet. In some of our markets, we experiencedelays in delivery of new telephone or dedicated lines that prevent ourcustomers from accessing our services. These delays result in lost revenues.Additionally, some local telecommunications providers that provide Internetservices provide delivery of telephone or dedicated lines to their own Internetcustomers on a preferential basis, which may cause VIA to lose current andpotential customers. We also lease network capacity from telecommunicationsproviders and rely on the quality and availability of their service. Thesecompanies may experience disruptions of service, which could disrupt ourservices to, or limit Internet access for, our customers. We may not be able toreplace or supplement these services on a timely basis or in a cost-effectivemanner, which may result in customer dissatisfaction and lost revenues. Inaddition, to the extent that alternative local access providers fail in anyparticular market, the incumbent telecommunications providers will experienceless competitive price pressure for access, which could increase our coststructures and impair our profit margins.

 

***WE DEPEND ON THE RELIABILITY OF OUR NETWORK,AND A SYSTEM FAILURE OR A BREACH OF OUR******SECURITY MEASURES COULD RESULT IN ALOSS OF CUSTOMERS AND REDUCED REVENUES.***

 

We are able todeliver services only to the extent that we can protect our network systemsagainst damages from telecommunication failures, computer viruses, naturaldisasters and unauthorized access. Any system failure, accident or securitybreach that causes interruptions in our operations could impair our ability toprovide Internet services to our customers and negatively impact our revenuesand results of operations. To the extent that any disruption or security breachresults in a loss or damage to our customers’ data or applications, orinappropriate disclosure of confidential information, we may incur liability asa result. In addition, we may incur additional costs to remedy the damages causedby these disruptions or security breaches. Although we currently possess errorsand omissions insurance and business interruption insurance these policies maynot provide effective coverage upon the occurrence of all events.

 

***WE MAY BE LIABLE FOR INFORMATIONDISSEMINATED OVER OUR NETWORK.***

 

We may faceliability for information carried on or disseminated through our network.Alternatively, we may incur costs associated with efforts to prevent access tocertain information from our network as required by governmental authorities.Some types of laws that may result in our liability for informationdisseminated over our network include:

 

•      lawsdesigned to protect intellectual property, including trademark and copyrightlaws;

 

•      lawsrelating to publicity and privacy rights and laws prohibiting defamation;

 

•      lawsrestricting the collection, use and processing of personal data; and

 

•      lawsprohibiting the sale, dissemination or possession of offensive or pornographicmaterial.

 

The laws governing these mattersvary from jurisdiction to jurisdiction.

 

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