================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2001
(COMMISSION FILE NUMBER: 0-27423)
GOLDEN TELECOM, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 51-0391303
(State of incorporation) (I.R.S. Employer Identification No.)
REPRESENTATION OFFICE GOLDEN TELESERVICES, INC.
12 TRUBNAYA ULITSA
MOSCOW, RUSSIA 103045
(Address of principal executive office)
(011-7-501) 797-9300
(Registrant's telephone number, including area code)
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 period that the
registrants were required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [X] No [ ]
At November 9, 2001 there were 22,349,231 outstanding shares of common stock
of the registrant.
================================================================================
TABLE OF CONTENTS
PAGE
----
PART I. FINANCIAL INFORMATION
Item 1(a) Consolidated Financial Statements of Golden Telecom, Inc. (unaudited).... 3
Condensed Consolidated Balance Sheets as of December 31, 2000 and
September 30, 2001....................................................... 3
Condensed Consolidated Statements of Operations for the Three and Nine
Months Ended September 30, 2000 and 2001................................. 4
Condensed Consolidated Statements of Cash Flows for the Nine Months
Ended September 30, 2000 and 2001........................................ 5
Notes to Condensed Consolidated Financial Statements..................... 6
Item 1(b) Condensed Financial Statements of EDN Sovintel LLC (unaudited)...........
Condensed Balance Sheets as of December 31, 2000
and September 30, 2001................................................... 14
Condensed Statements of Income and Members' Equity for the Three and
Nine Months Ended September 30, 2000 and 2001............................ 15
Condensed Statements of Cash Flows for the Nine Months Ended September
30, 2000 and 2001........................................................ 16
Notes to Condensed Financial Statements.................................. 17
Item 2 Management's Discussion and Analysis of Financial Condition and Results
of Operations*........................................................... 19
PART II. OTHER INFORMATION
Item 4 Submission of Matters to a Vote of Security Holders...................... 32
Item 6 Exhibits and Reports on Form 8-K ........................................ 32
Signatures ............................................................................. 33
* Please refer to the special note regarding forward-looking statements
in this section.
2
PART I. FINANCIAL INFORMATION
ITEM 1(a). CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF GOLDEN TELECOM, INC.
GOLDEN TELECOM, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
DECEMBER 31, SEPTEMBER 30,
2000 2001
------------ -------------
(AUDITED) (UNAUDITED)
ASSETS
CURRENT ASSETS
Cash and cash equivalents ................................... $ 57,889 $ 42,983
Investments available for sale .............................. 54,344 --
Accounts receivable, net .................................... 19,291 20,049
Prepaid expenses ............................................ 4,413 5,833
Other current assets ........................................ 5,471 6,569
---------- ----------
TOTAL CURRENT ASSETS .......................................... 141,408 75,434
Property and equipment, net of accumulated depreciation of
$42,253 and $56,004 at December 31, 2000 and September 30,
2001, respectively........................................... 82,377 106,413
Investments in and advances to ventures ....................... 49,629 53,753
Goodwill and intangible assets, net of accumulated
amortization of $48,420 and $66,011 at December 31, 2000
and September 30, 2001, respectively ........................ 70,045 83,580
Restricted cash ............................................... 2,519 3,860
Other non-current assets ...................................... 2,478 3,078
---------- ----------
TOTAL ASSETS .................................................. $ 348,456 $ 326,118
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses ....................... $ 28,256 $ 34,314
Debt maturing within one year ............................... 3,339 3,833
Related party debt maturing within one year ................. -- 6,250
Short-term capital lease obligation ......................... -- 1,392
Due to affiliates and related parties ....................... 7,957 5,827
Other current liabilities ................................... 1,886 2,457
---------- ----------
TOTAL CURRENT LIABILITIES ..................................... 41,438 54,073
Long-term debt, less current portion .......................... 9,408 4,197
Long-term capital lease obligation, less current portion ...... -- 6,484
Related party long-term debt .................................. 6,250 --
Other non-current liabilities ................................. 4,830 7,183
---------- ----------
TOTAL LIABILITIES ............................................. 61,926 71,937
Minority interest ............................................. 3,337 4,456
SHAREHOLDERS' EQUITY
Preferred stock, $0.01 par value (10,000,000 shares
authorized; none issued and outstanding at December 31,
2000 and September 30, 2001)............................... -- --
Common stock, $0.01 par value (100,000,000 shares
authorized; 24,479,997 issued and outstanding at December
31, 2000 and 24,621,958 shares issued and 22,349,231
shares outstanding at September 30, 2001).................. 245 246
Treasury stock, at cost ..................................... -- (25,000)
Additional paid-in capital .................................. 412,754 413,602
Accumulated deficit ......................................... (129,806) (139,123)
---------- ----------
TOTAL SHAREHOLDERS' EQUITY .................................... 283,193 249,725
---------- ----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY .................... $ 348,456 $ 326,118
========== ==========
See notes to condensed consolidated financial statements.
3
GOLDEN TELECOM, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------------ ------------------------
2000 2001 2000 2001
--------- --------- --------- ---------
REVENUE:
Telecommunication services ............... $ 26,792 $ 34,037 $ 73,460 $ 93,993
Revenue from related parties ............. 2,589 3,030 7,102 9,285
--------- --------- --------- ---------
TOTAL REVENUE .............................. 29,381 37,067 80,562 103,278
OPERATING COSTS AND EXPENSES:
Access and network services .............. 13,276 16,923 35,417 47,589
Selling, general and administrative ...... 12,017 12,787 32,978 38,293
Depreciation and amortization ............ 8,162 10,513 23,096 30,646
--------- --------- --------- ---------
TOTAL OPERATING COSTS AND EXPENSES ......... 33,455 40,223 91,491 116,528
--------- --------- --------- ---------
LOSS FROM OPERATIONS ....................... (4,074) (3,156) (10,929) (13,250)
OTHER INCOME (EXPENSE):
Equity in earnings/(losses) of ventures .. 99 2,441 (984) 5,183
Interest income .......................... 2,524 432 7,448 2,968
Interest expense ......................... (1,002) (455) (2,453) (1,726)
Foreign currency gains/(losses) .......... 392 (53) (31) (361)
Minority interest ........................ (243) (43) (397) (46)
Other non-operating expense .............. -- -- (148) --
--------- --------- --------- ---------
TOTAL OTHER INCOME (EXPENSE) ............... 1,770 2,322 3,435 6,018
--------- --------- --------- ---------
Net loss before income taxes ............... (2,304) (834) (7,494) (7,232)
Income taxes ............................... 573 1,039 628 2,085
--------- --------- --------- ---------
NET LOSS ................................... $ (2,877) $ (1,873) $ (8,122) $ (9,317)
========= ========= ========= =========
Net loss per share ......................... $ (0.12) $ (0.08) $ (0.34) $ (0.39)
========= ========= ========= =========
Weighted average common shares outstanding . 24,080 22,942 24,073 24,014
========= ========= ========= =========
See notes to condensed consolidated financial statements.
4
GOLDEN TELECOM, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
NINE MONTHS ENDED SEPTEMBER 30,
-------------------------------
2000 2001
---------- ----------
OPERATING ACTIVITIES
Net loss .................................................. $ (8,122) $ (9,317)
Adjustments to Reconcile Net Loss to Net Cash Provided by
Operating Activities:
Depreciation .............................................. 10,922 13,364
Amortization .............................................. 12,174 17,282
Equity in (earnings)/losses of ventures, net of dividends
received................................................. 984 (5,183)
Minority interest ......................................... 397 46
Foreign currency losses ................................... 31 361
Other ..................................................... 1,174 1,185
Changes in assets and liabilities:
Accounts receivable .................................... (5,551) 162
Accounts payable and accrued expenses .................. 6,740 4,726
Due from affiliates and related parties ................ (171) (2,015)
Due to affiliates and related parties .................. 389 (2,310)
Other changes in assets and liabilities ................ (2,854) 821
---------- ----------
NET CASH PROVIDED BY OPERATING ACTIVITIES ................... 16,113 19,122
INVESTING ACTIVITIES
Purchases of property and equipment and intangible assets.. (31,926) (23,553)
Acquisitions, net of cash acquired ........................ (4,174) (34,597)
Restricted cash ........................................... (5,895) (1,341)
Proceeds from investments available for sale .............. -- 54,344
Convertible loan to MCT Corp. ............................. (9,000) --
Other investing ........................................... 2,399 2,173
---------- ----------
NET CASH USED IN INVESTING ACTIVITIES ....................... (48,596) (2,974)
FINANCING ACTIVITIES
Proceeds from debt ........................................ 22,250 1,400
Repayments of debt ........................................ (20,342) (7,030)
Purchase of treasury stock ................................ -- (25,000)
Other financing ........................................... 32 (274)
---------- ----------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES ......... 1,940 (30,904)
Effect of exchange rate changes on cash and cash equivalents (50) (150)
---------- ----------
Net increase (decrease) in cash and cash equivalents ........ (30,593) (14,906)
Cash and cash equivalents at beginning of period ............ 162,722 57,889
---------- ----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD .................. $ 132,129 $ 42,983
========== ==========
See notes to condensed consolidated financial statements.
5
GOLDEN TELECOM, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. FINANCIAL PRESENTATION AND DISCLOSURES
Golden Telecom, Inc. ("GTI", "Golden Telecom" or the "Company") is a
provider of a broad range of telecommunications services to businesses, other
telecommunications service providers and consumers. The Company provides these
services through its operation of voice, Internet and data networks,
international gateways, local access and various value-added services in the
Commonwealth of Independent States ("CIS"), primarily in Russia, and through its
fixed line and mobile operation in Ukraine. Golden Telecom was incorporated in
Delaware on June 10, 1999 for the purpose of acting as a holding company for
Global TeleSystems, Inc.'s ("GTS") operating entities within the CIS and
supporting non-CIS holding companies (the "CIS Entities"). On September 29,
1999, GTS transferred its ownership rights in the CIS Entities to the Company in
anticipation of the Company's initial pubic offering ("IPO") which closed on
October 5, 1999. After the IPO, GTS retained an approximately 62% interest in
the Company.
On May 11, 2001, GTS completed the sale of approximately 12.2 million shares
of GTI's common stock to a group of investors led by Alfa Group, a leading
Russia-based financial and industrial concern ("Alfa"), and two of the Company's
previously existing major shareholders, Capital International Global Emerging
Markets Private Equity Fund L.P. ("Capital") and investment funds managed by
Barings Vostok Capital Partners ("Baring Vostok").
The financial statements included herein are unaudited and have been
prepared in accordance with generally accepted accounting principles in the
United States of America ("US GAAP") for interim financial reporting and
Securities and Exchange Commission ("SEC") regulations. Certain information and
footnote disclosures normally included in complete financial statements prepared
in accordance with US GAAP and SEC rules and regulations have been condensed or
omitted pursuant to such US GAAP and SEC rules and regulations. In the opinion
of management, the financial statements reflect all adjustments of a normal and
recurring nature necessary to present fairly the Company's financial position,
results of operations and cash flows for the interim periods. These financial
statements should be read in conjunction with the Company's 2000 audited
consolidated financial statements and the notes related thereto. The results of
operations for the three and nine months ended September 30, 2001 may not be
indicative of the operating results for the full year.
2. POLICIES AND PROCEDURES
For the three and nine months ended September 30, 2000 and 2001,
comprehensive income for the Company is equal to net loss.
The Company's net loss per share calculation (basic and diluted) is based
upon the Company's weighted average common shares outstanding. There are no
reconciling items in the numerator or denominator of the Company's net loss per
share calculation. Warrants and stock options have been excluded from the net
loss per share calculation because their effect would be antidilutive.
In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement on Financial and Accounting Standards ("SFAS") No. 133, "Accounting
for Derivative Instruments and Hedging Activities," which was amended in June
1999. The Company adopted the new statement effective January 1, 2001. The
statement requires the Company to recognize all derivatives on the balance sheet
at fair value. The adoption of the new statement did not have a significant
effect on the Company's results of operations or financial position.
In July 2001, the FASB issued SFAS's No. 141, "Business Combinations", and
No. 142, "Goodwill and Other Intangible Assets", effective for fiscal years
beginning after December 15, 2001. Under the new rules, goodwill and intangible
assets deemed to have indefinite lives will no longer be amortized but will be
subject to annual impairment tests in accordance with the Statements. Other
intangible assets will continue to be amortized over their useful lives. The
Company has adopted SFAS No. 141, "Business Combinations", with respect to the
acquisition of 51% of competitive local exchange carrier ("CLEC") Agentstvo
Delovoi Svyazi ("ADS") in September 2001.
6
GOLDEN TELECOM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(UNAUDITED)
The Company will apply the new rules on accounting for goodwill and other
intangible assets beginning in the first quarter of 2002. Application of the
nonamortization provisions of the Statement is expected to result in an
improvement in the Company's results of operation by reducing amortization
expense by approximately $13.0 million in 2002. During 2002, the Company will
perform the first of the required impairment tests of goodwill and indefinite
lived intangible assets as of January 1, 2002 and has not yet determined what
the effect of these tests will be on the earnings and financial position of the
Company.
In August 2001, the FASB issued SFAS No. 143, "Accounting for Asset
Retirement Obligations." This statement deals with the costs of closing
facilities and removing assets. SFAS No. 143 requires entities to record the
fair value of a legal liability for an asset retirement obligation in the period
it is incurred. This cost is initially capitalized and amortized over the
remaining life of the asset. Once the obligation is ultimately settled, any
difference between the final cost and the recorded liability is recognized as a
gain or loss on disposition. SFAS No. 143 is effective for years beginning after
June 15, 2002. The Company is currently evaluating the impact the pronouncement
will have on future consolidated financial statements.
In August 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Loved Assets." This statement addresses financial
accounting and reporting for the impairment of disposal of long-lived assets and
supersedes SFAS No. 121, "Accounting for the Impairment of Long-Loved Assets and
for Long-Lived Assets to Be Disposed Of," and the accounting and reporting
provisions of Accounting Principles Board Opinion No. 30, "Reporting the Results
of Operations - Reporting the Effects of Disposal of a Segment of a Business,
and Extraordinary, Unusual and Infrequently Occurring Events and Transactions,"
for the disposal of a segment of a business (as previously defined in that
opinion). This statement also amends Accounting Research Bulletin No. 41,
"Consolidated Financial Statements", to eliminate the exception to consolidation
for a subsidiary for which control is likely to be temporary. The provisions of
the statement will be effective for financial statements issued for fiscal years
beginning after December 15, 2001. The Company is currently evaluating the
impact the pronouncement will have on future consolidated financial statements.
3. SHAREHOLDERS' EQUITY
Common Stock
In March 2001, 141,961 restricted shares of the Company's common stock, par
value $0.01, were issued to senior management and employees to be held in escrow
by the Company. The restricted shares were issued in accordance with restricted
stock agreements dated October 1, 1999 concluded as part of the Company's IPO
and were held in escrow by the Company until such restriction lapsed on October
1, 2001.
When the 1999 GTI Equity Participation Plan (the "Equity Plan") was adopted,
the number of shares available for issuance under the Equity Plan was calculated
as 15% of the issued and outstanding shares on a fully diluted basis. Since the
adoption of the Equity Plan, the Company has issued an additional 1,679,872
shares of common stock in connection with fund raising activities and
acquisitions. In March 2001, the Compensation Committee of the Board of
Directors approved an increase in shares available for issuance under the Equity
Plan from 4,023,551 to 4,320,000 in order to preserve the 15% ratio referenced
above. The decision of the Compensation Committee of the Board of Directors was
ratified by GTI shareholders on June 26, 2001.
In March 2001, in connection with the finalization of the MCT Corp. ("MCT")
transaction, the Compensation Committee of the Board of Directors adopted a
resolution providing that the Stock Option Award Agreements executed by the
Company and certain terminated employees shall be amended to provide that the
term of the options held by the employees that transferred from GTI to MCT shall
be extended from ninety days after the employees termination date to one year
after the termination date of the employees or until their termination date with
MCT, whichever occurs earlier.
7
GOLDEN TELECOM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(UNAUDITED)
In April 2001, in accordance with the Equity Plan, the Compensation
Committee of the Board of Directors adopted a resolution whereby the Stock
Option Award Agreements issued by the Company to employees were amended to
provide that the term of the options held by the employees shall be extended
from ninety days after the employees termination date to eighteen months after
the termination date.
In May 2001, GTS completed the transaction contemplated by the Share
Purchase Agreement (the "Share Purchase Agreement"), entered into in April 2001
with Alfa, Capital, and Baring Vostok, (collectively, the "Purchasers") with
respect to the sale to the Purchasers by GTS of approximately 12.2 million
shares of common stock, par value $0.01 per share of GTI. The aggregate purchase
price paid by the Purchasers for the common stock was $125.0 million. In
addition, as specified in the Share Purchase Agreement, at the time of the
consummation of the sale and purchase, the Purchasers entered into separate
stock option agreements with GTS which gave the Purchasers an option to purchase
up to approximately 2.3 million of the remaining approximately 2.9 million
shares of common stock beneficially owned by GTS at the purchase price of $11.00
per share during the 60-day period after the closing of the transaction. In
addition, if certain other conditions are met, during the twelve-month period
after the closing, the Purchasers have an option to purchase the remaining
shares of common stock beneficially owned by GTS at a purchase price equal to
the greater of $11.00 per share or 120% of the average closing share price for
the 60-day period preceding the purchase date. As part of the transaction, the
Purchasers and the Company entered into a Standstill Agreement and a
Shareholders Agreement. Generally, the Standstill Agreement provides that for a
period of two years from the date of closing the transaction, neither Alfa nor
GTS may acquire over 49% of GTI's outstanding stock. The Shareholder Agreement
includes a voting arrangement between the Purchasers for the election of certain
nominees to the Company's Board of Directors, among other provisions.
In July 2001, the Company completed a buy-back of $25.0 million, or
approximately 2.3 million shares, of the Company's common stock at $11.00 per
share, from a subsidiary of GTS. After this sale, GTS continues to own
approximately 0.6 million shares, or approximately 2.6 percent, of GTI's
outstanding common stock. To effect the buy-back, GTI acted as designated
purchaser and exercised the options held by Alfa, Capital, and Baring Vostok to
acquire GTI common stock for $11.00 per share from GTS. Alfa, Capital, and
Baring Vostok acquired these options in conjunction with their acquisition of
$125.0 million in GTI shares from GTS in May 2001.
4. INVESTMENT TRANSACTIONS
In June 2001, the Company acquired Internet Service Provider ("ISP") ZAO
Cityline ("Cityline"), 51% of ISP OOO Uralrelcom ("Uralrelcom") and
infrastructure company ZAO First Telecommunications Company ("PTK") for cash
consideration of approximately $29.0 million, including $6.0 million held in
escrow. The Company's financial statements reflect the preliminary allocation of
the purchase price, and as such, the Company initially recorded goodwill in the
amount of approximately $24.1 million. In September 2001, the Company reviewed
the allocation of the purchase price and reduced the initial goodwill recorded
by approximately $22.1 million, assigning such costs to intangible assets. In
addition, the Company incurred approximately $0.9 million in consulting fees
related to these investment transactions from an affiliate of Alfa, a
shareholder of the Company. Together, it is expected, these acquisitions will
allow the Company to increase regional dial-up Internet presence and should
increase the Company's access to dial-up capacity in Moscow. The dial-up
capacity in Moscow is not yet fully functional and the Company is not certain
that the capacity will materialize in accordance with the terms and conditions
of the interconnect agreements as expected. The Company is in negotiations with
the capacity providers in an attempt to work out a mutually acceptable solution
for the provisioning of the numbering capacity. If these negotiations do not
lead to an acceptable solution, the Company will pursue all available remedies
under the various agreements that constitute these transactions, including
adjustments to the purchase price and retention of funds held in escrow. If the
dial-up capacity does not materialize, the Company will explore additional
options for local capacity.
8
GOLDEN TELECOM, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(UNAUDITED)
The following unaudited pro forma combined results of operations for the
Company gives effect to the Cityline, Uralrelcom and PTK business combinations
as if they had occurred at the beginning of 2000. For the nine months ended
September 30, 2000 and 2001, pro forma revenue would have been approximately
$84.0 million and $106.1 million, respectively. The pro forma net loss would
have been approximately $9.3 million, or $0.39 per common share for the nine
months ended September 30, 2000 and approximately $11.4 million, or $0.48 per
common share, for the nine months ended September 30, 2001. These pro forma
amounts are provided for informational purposes only and do not purport to
present the results of operations of the Company had the transactions assumed
therein occurred on or as of the date indicated, nor is it necessarily
indicative of the results of operations which may be achieved in the future.
In September 2001, the Company acquired 51% of ADS, a CLEC operating
primarily in Nizhny Novgorod, for cash consideration of approximately $2.9
million. The Company's financial statements reflect the preliminary allocation
of the purchase price, and as such, the Company has recorded goodwill in the
amount of approximately $1.5 million. In accordance with the new rules of SFAS
No. 141, "Business Combinations" and SFAS No. 142, "Goodwill and Other
Intangible Assets", the Company will not amortize the goodwill recorded in
association with the acquisition of ADS.
5. CONTINGENCIES
Tax Matters
The Company's policy is to accrue for contingencies in the accounting
period in which a liability is deemed probable and the amount is reasonably
determinable. In this regard, because of the uncertainties associated with the
Commonwealth of Independent States Taxes ("CIS Taxes"), the Company's final CIS
Taxes may be in excess of the estimated amount expensed to date and accrued at
September 30, 2001. It is the opinion of management that the ultimate resolution
of the Company's liability for CIS Taxes, to the extent not previously provided
for, will not have a material effect on the financial condition of the Company.
However, depending on the amount and timing of an unfavorable resolution of any
contingencies associated with CIS Taxes, it is possible that the Company's
future results of operations or cash flows could be materially affected in a
particular period.
6. SEGMENT INFORMATION
LINE OF BUSINESS DATA
The Company operates in four segments within the telecommunications
industry. The four segments are: (1) Competitive Local Exchange Carrier (CLEC)
Services using our local access overlay networks in Moscow, Kiev, St. Petersburg
and Nizhny Novgorod; (2) Long Distance Services using our fiber optic and
satellite-based network throughout the CIS; (3) Data and Internet Services using
our fiber optic and satellite-based network; and (4) Mobile Services consisting
of mobile networks in Kiev and Odessa, Ukraine. The following tables present
financial information for both consolidated subsidiaries and equity investee
ventures, segmented by the Company's lines of businesses for the periods ended
September 30, 2000 and 2001. Transfers between lines of businesses are included
in the adjustments to reconcile segment to consolidated results. The Company
evaluates performance based on the operating income (loss) of each strategic
business unit.
9
GOLDEN TELECOM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(UNAUDITED)
ADJUSTMENTS TO RECONCILE
BUSINESS SEGMENT TO
CONSOLIDATED RESULTS
------------------------
DATA & BUSINESS EQUITY
INTERNET LONG MOBILE CORPORATE & SEGMENT CONSOLIDATED METHOD AFFILIATE
CLEC SERVICES DISTANCE SERVICES ELIMINATIONS TOTAL RESULTS VENTURES ADJUSTMENTS
--------- --------- --------- --------- ------------ --------- ------------ --------- -----------
(IN THOUSANDS)
THREE MONTHS ENDED SEPTEMBER 30, 2000
Revenue .............. $ 30,112 $ 10,205 $ 4,320 $ 9,427 $ (1,755) $ 52,309 $ 29,381 $ (29,011) $ 6,083
Operating income
(loss)................ 9,349 (139) (1,404) (745) (7,192) (131) (4,074) (4,636) 693
Identifiable assets .. 123,710 41,450 25,553 54,536 237,508 482,757 366,980 (115,777) --
Capital expenditures . 4,340 7,573 607 3,842 373 16,735 14,123 (2,612) --
ADJUSTMENTS TO RECONCILE
BUSINESS SEGMENT TO
CONSOLIDATED RESULTS
------------------------
DATA & BUSINESS EQUITY
INTERNET LONG MOBILE CORPORATE & SEGMENT CONSOLIDATED METHOD AFFILIATE
CLEC SERVICES DISTANCE SERVICES ELIMINATIONS TOTAL RESULTS VENTURES ADJUSTMENTS
--------- --------- --------- --------- ------------ --------- ------------ --------- -----------
THREE MONTHS ENDED SEPTEMBER 30, 2001
Revenue .............. $ 39,536 $ 15,788 $ 4,939 $ 3,681 $ (548) $ 63,396 $ 37,067 $ (31,125) $ 4,796
Operating income
(loss)................ 13,759 (1,482) (709) (48) (5,584) 5,936 (3,156) (9,007) (85)
Identifiable assets .. 150,775 110,569 28,030 22,721 117,243 429,338 326,118 (103,220) --
Capital expenditures . 7,415 11,114 1,670 117 5 20,321 14,946 (5,375) --
ADJUSTMENTS TO RECONCILE
BUSINESS SEGMENT TO
CONSOLIDATED RESULTS
------------------------
DATA & BUSINESS EQUITY
INTERNET LONG MOBILE CORPORATE & SEGMENT CONSOLIDATED METHOD AFFILIATE
CLEC SERVICES DISTANCE SERVICES ELIMINATIONS TOTAL RESULTS VENTURES ADJUSTMENTS
--------- --------- --------- --------- ------------ --------- ------------ --------- -----------
NINE MONTHS ENDED SEPTEMBER 30, 2000
Revenue .............. $ 90,667 $ 27,912 $ 10,846 $ 26,003 $ (4,632) $ 150,796 $ 80,562 $ (84,447) $ 14,213
Operating income
(loss)................ 26,855 (182) (3,981) (2,743) (20,114) (165) (10,929) (11,712) 948
Identifiable assets .. 123,710 41,450 25,553 54,536 237,508 482,757 366,980 (115,777) --
Capital expenditures . 13,363 15,463 2,459 8,838 558 40,681 31,926 (8,755) --
ADJUSTMENTS TO RECONCILE
BUSINESS SEGMENT TO
CONSOLIDATED RESULTS
------------------------
DATA & BUSINESS EQUITY
INTERNET LONG MOBILE CORPORATE & SEGMENT CONSOLIDATED METHOD AFFILIATE
CLEC SERVICES DISTANCE SERVICES ELIMINATIONS TOTAL RESULTS VENTURES ADJUSTMENTS
--------- --------- --------- --------- ------------ --------- ------------ --------- -----------
NINE MONTHS ENDED SEPTEMBER 30, 2001
Revenue .............. $ 109,911 $ 44,633 $ 14,553 $ 10,871 $ (4,196) $ 175,772 $ 103,278 $ (87,090) $ 14,596
Operating income
(loss)................ 34,309 (4,813) (2,655) (819) (17,655) 8,367 (13,250) (21,618) 1
Identifiable assets .. 150,775 110,569 28,030 22,721 117,243 429,338 326,118 (103,220) --
Capital expenditures . 17,946 21,595 3,135 1,019 124 43,819 31,297 (12,522) --
10
GOLDEN TELECOM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(UNAUDITED)
GEOGRAPHIC DATA
Revenues are based on the location of the operating company providing the
service.
The following tables present financial information segmented by the
Company's geographic regions for the three and nine month periods ended
September 30, 2000 and 2001.
CORPORATE & CONSOLIDATED
RUSSIA UKRAINE ELIMINATIONS RESULTS
--------- --------- ------------ ------------
THREE MONTHS ENDED SEPTEMBER 30,
2000
Revenue ......................... $ 19,294 $ 9,903 $ 184 $ 29,381
Long-lived assets ............... 129,908 40,249 1,253 171,410
CORPORATE & CONSOLIDATED
RUSSIA UKRAINE ELIMINATIONS RESULTS
--------- --------- ------------ ------------
THREE MONTHS ENDED SEPTEMBER 30,
2001
Revenue ......................... $ 27,185 $ 10,287 $ (405) $ 37,067
Long-lived assets ............... 206,670 38,550 1,606 246,826
CORPORATE & CONSOLIDATED
RUSSIA UKRAINE ELIMINATIONS RESULTS
--------- --------- ------------ ------------
NINE MONTHS ENDED SEPTEMBER 30,
2000
Revenue ......................... $ 49,986 $ 22,571 $ (91) $ 72,466
Long-lived assets ............... 129,908 40,249 1,253 171,410
CORPORATE & CONSOLIDATED
RUSSIA UKRAINE ELIMINATIONS RESULTS
--------- --------- ------------ ------------
NINE MONTHS ENDED SEPTEMBER 30,
2001
Revenue ......................... $ 74,988 $ 29,398 $ (1,108) $ 103,278
Long-lived assets ............... 206,670 38,550 1,606 246,826
7. SIGNIFICANT EQUITY METHOD SUBSIDIARY INFORMATION
The following table presents summarized income statement information from
the Company's significant equity investee, EDN Sovintel LLC ("Sovintel"), for
the three and nine months ended September 30, 2000 and 2001.
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
----------------------- -----------------------
2000 2001 2000 2001
--------- --------- --------- ---------
(IN THOUSANDS)
Revenues ........................ $ 22,929 $ 30,206 $ 68,215 $ 83,961
Gross Margin .................... 11,457 14,042 32,727 37,506
Income from operations .......... 5,249 8,826 14,219 20,684
Net income ...................... 2,761 6,489 7,201 14,897
11
GOLDEN TELECOM, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(UNAUDITED)
8. DEBT AND CAPITAL LEASE
Some of the Company's operating companies have received debt financing
through direct loans from affiliated companies. In addition, certain operating
companies have borrowed funds under a $2.5 million back-to-back, seven-year
credit facility from a Western-owned bank licensed to operate in Russia. Under
this facility, the Company provides full cash collateral, held in London and
recorded on our balance sheet as restricted cash, for onshore loans made by the
bank to the Company's Russian registered joint ventures. Previously, this was a
$22.7 million facility, which in part related to the Company's former Russian
mobile properties involved in the MCT transaction. In a second, similar
facility, the Company provides full cash collateral for a $10.0 million short
term back-to-back, revolving, credit facility from the same bank for two of the
Company's larger Russian operating companies. These two facilities replaced the
previous $30.0 million back to back facility that expired on September 30, 2000.
In the first quarter of 2000, the Company entered into a lease for fiber
capacity, including facilities and maintenance, from Moscow to Stockholm. The
lease has a term of ten years with an option to renew for an additional five
years. Prepayments were made to the lessor in April 2000, August 2000 and
February 2001. These prepayments have been offset in the balance sheet against
the capital lease obligation.
In September 2001, the Company entered into a five capital year lease for
the right to use up to VC-3 fiber optic capacity on major routes within Russia
to support the increase in the Company's interregional traffic and regional
expansion strategy.
The sale by GTS of approximately 12.2 million, or approximately 50%, of the
Company's common stock triggered an acceleration of $6.0 million, including
accrued interest, of our long-term debt under change of control provisions in
promissory notes. In July 2001, this long-term debt was paid to the lender. As
part of the GTS transaction, an additional $6.3 million of pre-existing
long-term debt due from GTI to GTS is now payable on May 11, 2002. For other
third party debt agreements, held at the subsidiary level, the lenders have
agreed that this transaction will not affect the terms of those agreements.
9. SUPPLEMENTAL CASH FLOW INFORMATION
The following table summarizes significant non-cash investing and financing
activities for the Company.
NINE MONTHS ENDED
SEPTEMBER,
-----------------------
2000 2001
--------- ---------
(IN THOUSANDS)
Issuance of common stock to affiliate of ING .... $ 360 $ --
Barings
Business acquisitions ........................... 319 1,448
Capitalized lease obligations ................... -- 7,876
Consulting fee to Alfa .......................... -- 180
12
GOLDEN TELECOM, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(UNAUDITED)
10. SUBSEQUENT EVENTS
On November 2, 2001, the Company agreed to extend the due date on the $ 9.0
million note owed by MCT, an equity investee that was payable to the Company on
October 29, 2001. MCT paid in full, the $ 9.0 million note plus accrued interest
and costs of approximately $1.4 million on November 6, 2001. This loan and
accrued interest is classified in investments in and advances to ventures in the
Company's consolidated balance sheet as of September 30, 2001 and December 31,
2000.
On November 6, 2001, the Company announced the execution of a Memorandum of
Understanding ("MOU") with Rostelecom regarding the potential acquisition of
Sovintel. In accordance with the terms of the MOU, Rostelecom will receive 15%,
or approximately 3.9 million shares of the Company's common stock and $52.0
million in cash for Rostelecom's 50% ownership interest Sovintel, as well as
representation on the Company's Board of Directors. The transaction is subject
to applicable corporate and governmental approval and is expected to close in
the first quarter of 2002.
13
ITEM 1(b). CONDENSED FINANCIAL STATEMENTS OF EDN SOVINTEL LLC.
EDN SOVINTEL LLC
CONDENSED BALANCE SHEETS
(IN THOUSANDS)
DECEMBER 31, SEPTEMBER 30,
2000 2001
----------- -------------
(AUDITED) (UNAUDITED)
ASSETS
CURRENT ASSETS
Cash ................................................ $ 4,013 $ 12,368
Accounts receivable, net of allowance for doubtful
accounts of $4,981 and $4,925, respectively ....... 13,138 15,189
Due from affiliated companies ....................... 524 1,371
Due from employees .................................. 578 680
Inventories ......................................... 3,592 7,309
VAT receivable, net ................................. 2,325 888
Prepaid expenses and other current assets ........... 1,763 2,213
--------- ---------
TOTAL CURRENT ASSETS .................................. 25,933 40,018
Property and equipment, net ........................... 51,340 57,382
Deferred expenses ..................................... 540 --
Other noncurrent assets ............................... 1,615 2,119
--------- ---------
TOTAL ASSETS .......................................... $ 79,428 $ 99,519
========= =========
LIABILITIES AND MEMBERS' EQUITY
CURRENT LIABILITIES
Trade payables ...................................... $ 6,922 $ 10,547
Accrued expenses .................................... 2,192 5,481
Due to affiliated companies ......................... 2,117 2,862
Amount due to partner in commercial arrangement ..... 659 --
Deferred income taxes ............................... 686 2,376
--------- ---------
TOTAL CURRENT LIABILITIES ............................. 12,576 21,266
Other noncurrent liabilities ........................ 1,615 2,119
--------- ---------
TOTAL LIABILITIES ..................................... 14,191 23,385
MEMBERS' EQUITY ....................................... 65,237 76,134
--------- ---------
TOTAL LIABILITIES AND MEMBERS' EQUITY ................. $ 79,428 $ 99,519
========= =========
See notes to condensed financial statements.
14
EDN SOVINTEL LLC
CONDENSED STATEMENTS OF INCOME AND MEMBERS' EQUITY
(IN THOUSANDS)
(UNAUDITED)
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------------ ------------------------
2000 2001 2000 2001
--------- --------- --------- ---------
REVENUE:
Telecommunication services ................ $ 21,536 $ 27,941 $ 64,048 $ 78,140
Revenue from affiliates ................... 1,393 2,265 4,167 5,821
--------- --------- --------- ---------
TOTAL REVENUE ............................... 22,929 30,206 68,215 83,961
OPERATING COSTS AND EXPENSES:
Service costs ............................. 11,472 16,164 35,488 46,455
Selling, general and administrative ....... 4,120 3,146 12,362 9,958
Depreciation .............................. 2,088 2,070 6,146 6,864
--------- --------- --------- ---------
TOTAL OPERATING COSTS AND EXPENSES .......... 17,680 21,380 53,996 63,277
--------- --------- --------- ---------
INCOME FROM OPERATIONS ...................... 5,249 8,826 14,219 20,684
OTHER INCOME (EXPENSE):
Interest income ........................... 23 78 82 196
Interest expense .......................... (2) (1) (154) (10)
Foreign currency losses ................... (306) (242) (582) (359)
--------- --------- --------- ---------
TOTAL OTHER INCOME (EXPENSE) ................ (285) (165) (654) (173)
--------- --------- --------- ---------
Income before income taxes .................. 4,964 8,661 13,565 20,511
Income taxes ................................ 2,203 2,172 6,364 5,614
--------- --------- --------- ---------
NET INCOME .................................. $ 2,761 $ 6,489 $ 7,201 $ 14,897
========= ========= ========= =========
Dividends ................................... $ -- $ -- $ (2,001) $ (4,000)
Members' equity, opening balance ............ 59,504 69,645 57,065 65,237
--------- --------- --------- ---------
Members' equity, closing balance ............ $ 62,265 $ 76,134 $ 62,265 $ 76,134
========= ========= ========= =========
See notes to condensed financial statements.
15
EDN SOVINTEL LLC
CONDENSED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
NINE MONTHS ENDED SEPTEMBER 30,
-------------------------------
2000 2001
--------- ---------
OPERATING ACTIVITIES
Net income ............................................ $ 7,201 $ 14,897
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation ........................................ 6,146 6,864
Provision for doubtful accounts ..................... 408 678
Deferred income taxes ............................... -- 1,690
Foreign exchange loss ............................... 582 359
Changes in operating assets and liabilities:
Accounts receivable ................................. (680) (2,731)
Inventories ......................................... (36) (3,384)
VAT receivable, net ................................. 616 1,498
Prepaid expenses and other assets ................... (2,008) (485)
Trade payables ...................................... (2,347) 2,463
Accrued liabilities and other payables .............. 4,086 3,322
Increase (Decrease) in amounts due to affiliated
companies, net .................................... 1,640 (261)
--------- ---------
NET CASH PROVIDED BY OPERATING ACTIVITIES ............. 15,608 24,910
INVESTING ACTIVITIES Purchases of property and
Equipment ........................................... (6,817) (12,405)
--------- ---------
FINANCING ACTIVITIES
Repayments of debt .................................. (3,255) --
Payments to partner in commercial agreement ......... -- (22)
Payments of dividends ............................... (1,000) (4,000)
--------- ---------
NET CASH USED IN FINANCING ACTIVITIES ................. (4,255) (4,022)
Effect of exchange rate changes on cash ............... (110) (128)
--------- ---------
Net increase in cash .................................. 4,426 8,355
Cash at beginning of period ........................... 2,644 4,013
--------- ---------
CASH AT END OF PERIOD ................................. $ 7,070 $ 12,368
========= =========
See notes to condensed financial statements.
16
EDN SOVINTEL LLC
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
1. FINANCIAL PRESENTATION AND DISCLOSURES
EDN Sovintel LLC (the "Company") is a joint venture between Sovinet, which
is a wholly owned subsidiary of Golden Telecom, Inc. ("GTI") and Open Joint
Stock Company Rostelecom ("Rostelecom"). Sovintel was created in 1990 to design,
construct, and operate a telecommunications network in Moscow and later expanded
its operations to other regions of Russia, including St. Petersburg, Pskov and
Kaliningrad. This network provides worldwide communications services,
principally to major hotels, business offices and mobile communication
companies.
The financial statements included herein are unaudited and have been
prepared in accordance with generally accepted accounting principles in the
United States of America ("US GAAP") for interim financial reporting and
Securities and Exchange Commission ("SEC") regulations. Certain information and
footnote disclosures normally included in complete financial statements prepared
in accordance with US GAAP and SEC rules and regulations have been condensed or
omitted pursuant to such US GAAP and SEC rules and regulations. In the opinion
of management, the financial statements reflect all adjustments of a normal and
recurring nature necessary to present fairly the Company's financial position,
results of operations and cash flows for the interim periods. These financial
statements should be read in conjunction with the Company's 2000 audited
financial statements and the notes related thereto. The results of operations
for the three and nine months ended September 30, 2001 may not be indicative of
the operating results for the full year.
2. POLICIES AND PROCEDURES
For the three and nine months ended September 30, 2000 and 2001,
comprehensive income for the Company is equal to net income.
In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement on Financial Accounting Standard ("SFAS") No. 133, "Accounting for
Derivative Instruments and Hedging Activities," which was amended in June 1999.
The Company adopted the new statement effective January 1, 2001. The statement
requires the Company to recognize all derivatives on the balance sheet at fair
value. The adoption of this new statement did not have a significant effect on
the Company's results of operations or financial position.
In July 2001, the FASB issued SFAS's No. 141, "Business Combinations", and
No. 142, "Goodwill and Other Intangible Assets", effective for fiscal years
beginning after December 15, 2001. Under the new rules, goodwill and intangible
assets deemed to have indefinite lives will no longer be amortized but will be
subject to annual impairment tests in accordance with the Statements. Other
intangible assets will continue to be amortized over their useful lives. The
Company will apply the new rules on accounting for goodwill and other intangible
assets beginning in the first quarter of 2002. The Company does not anticipate
that the adoption of the new statements will have an effect on the Company's
results of operations or financial position.
In August 2001, the FASB issued SFAS No. 143, "Accounting for Asset
Retirement Obligations." This statement deals with the costs of closing
facilities and removing assets. SFAS No. 143 requires entities to record the
fair value of a legal liability for an asset retirement obligation in the period
it is incurred. This cost is initially capitalized and amortized over the
remaining life of the asset. Once the obligation is ultimately settled, any
difference between the final cost and the recorded liability is recognized as a
gain or loss on disposition. SFAS No. 143 is effective for years beginning after
June 15, 2002. The Company is currently evaluating the impact the pronouncement
will have on future financial statements.
In October 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment of Assets." This statement supersedes SFAS No. 121, "Accounting for
the Impairment of Long-Loved Assets and for Long-Lived Assets to Be Disposed Of"
and is effective for fiscal years beginning after December 15, 2001. The Company
is currently evaluating the impact the pronouncement will have on future
financial statements.
17
EDN SOVINTEL LLC
NOTES TO CONDENSED FINANCIAL STATEMENTS - (CONTINUED)
(UNAUDITED)
3. INCOME TAXES
In the third quarter of 2001, the Company revised its estimated annual
effective tax rate to reflect a change in the Russian Statutory rate from 35% to
24% effective January 1, 2002. The effect of the change in the estimated annual
effective rate was to decrease income tax expense for the third quarter by $0.8
million as a result of applying the newly enacted tax rate to the deferred tax
balances as of September 30, 2001.
4. CONTINGENCIES
Tax Matters
The Company's policy is to accrue for contingencies in the accounting
period in which a liability is deemed probable and the amount is reasonably
determinable. In this regard, because of the uncertainties associated with
Russian taxation, including income tax and value added tax, the Company's final
Russian taxes may be in excess of the estimated amount expensed to date and
accrued at September 30, 2001. It is the opinion of management that the ultimate
resolution of the Company's Russian tax liability, to the extent not previously
provided for, will not have a material effect on the financial condition of the
Company. However, depending on the amount and timing of an unfavorable
resolution of any contingencies associated with Russian taxes, it is possible
that the Company's future results of operations or cash flows could be
materially affected in a particular period.
5. SUBSEQUENT EVENT
On November 6, 2001, GTI announced the execution of a Memorandum of
Understanding ("MOU") with Rostelecom regarding the potential acquisition of
Rostelecom's 50% ownership in the Company. In accordance with the terms of the
MOU, Rostelecom will receive 15%, or approximately 3.9 million shares of GTI's
common stock and $52.0 million in cash for Rostelecom's 50% ownership interest
the Company, as well as representation on GTI's Board of Directors. The
transaction is subject to applicable corporate and governmental approval and is
expected to close in the first quarter of 2002.
18
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion and analysis relates to our financial condition and
results of operations of the Company for the three and nine month periods ended
September 30, 2001 and September 30, 2000. This information should be read in
conjunction with the Company's Condensed, Consolidated Financial Statements and
the notes related thereto appearing elsewhere in the document.
OVERVIEW
We are a leading facilities-based provider of integrated telecommunications
and Internet services in major population centers throughout Russia, Ukraine and
other countries of the Commonwealth of Independent States ("CIS"). We organize
our operations into four business groups, as follows:
o Competitive Local Exchange Carrier ("CLEC") Services, using local
access overlay networks in Moscow, Kiev, St. Petersburg and Nizhny
Novgorod;
o Data and Internet Services, using a fiber optic and satellite-based
networks with more than 135 points of presence in Russia and the CIS.
Our data and Internet services product portfolio is currently comprised
of: (a) Business to Business services, such as data communications,
dedicated Internet access, web design, web-hosting, co-location and
data-warehousing; and (b) Business to Consumer services, such as
dial-up Internet access, web content and a family of Internet portals;
o Long Distance Services using a fiber optic and satellite-based network;
and
o Mobile Services using mobile networks in Kiev and Odessa, Ukraine.
Additionally, we hold a minority interest in MCT Corp. ("MCT"), which in
turn has ownership interests in mobile operations located throughout Russia and
in Uzbekistan and Tajikistan. We treat our ownership interest in MCT as an
investment and are not actively involved in the day-to-day management of the
operations.
Most of our revenue is derived from high-volume business customers and
carriers. Our business customers include large multinational companies, local
enterprises, financial institutions, hotels and government agencies. We believe
that the carriers, including mobile operators, which contribute a substantial
portion of our revenues, in turn derive a portion of their business from
high-volume business customers. Thus, we believe that the majority of our
ultimate end-users are businesses that require access to highly reliable and
advanced telecommunications facilities to sustain their operations.
We have traditionally competed for customers on the basis of network
quality, customer service and range of service offered. In the past several
years, other telecommunications operators have also introduced high-quality
services to the segments of the business market in which we operate. Competition
with these operators is intense, resulting in declining prices, which adversely
affect our revenues. In addition, some of our competitors do not link their
prices to the dollar/ruble exchange rate, so when the ruble devalues, their
prices effectively become relatively cheaper than our prices. In order to
compete with these carriers in the regions outside Moscow and St. Petersburg, we
were forced to lower our tariffs in late 1998 and during 1999, which resulted in
reduced revenues and reduced margins. As the ruble exchange rate with the dollar
has become relatively stable since early 2000 and thus far in 2001, despite
increasing inflation, price pressures associated with devaluation have eased
considerably. We cannot be certain that the exchange rate will remain stable in
the future and therefore we may experience additional price pressures.
Since early 2000, we appear to have witnessed a recovery in the Russian
market, but with downward pricing pressures persisting. The downward pricing
pressures result from, increased competition in Russia and the global trend
toward lower telecommunications tariffs. In early 2000, the increases in traffic
volume did not keep pace with the reduction in tariff, however by the fourth
quarter of 2000 volumes were increasing faster than tariffs were declining. This
year our volume increases have exceeded the reduction in tariffs on certain
types of voice traffic. This is a contributory factor to the increases in our
quarterly revenue during 2001. We expect that this trend of year over year
increases will continue as long as there are improvements in the Russian
economy.
Although we expect competition to continue to force the general level of
tariffs downward, we expect to mitigate partially the effects of this pressure
by seeking, where possible, further reductions in the settlement and
interconnection rates that we pay to other telecommunications operators. In
general, we expect settlement and interconnection rates to continue to decline
in line with tariffs.
19
We have expanded and will continue to expand our fiber optic capacity along
our heavy traffic and high cost routes to reduce our unit transmission costs and
ensure sufficient capacity to meet the growing demand for Internet and data
services. As part of this strategy, during 2000, we acquired the rights to use
up to STM-16 fiber optic capacity on the Moscow to Stockholm route,
significantly reducing our unit cost per E-1 fiber optic link on this route. In
September 2001, we acquired rights to use up to VC-3 fiber optic capacity on
major routes within Russia to support the increase in our interregional traffic
and our regional expansion strategy.
Our mobile operations in Ukraine continue to be under strong competitive
pressure and we foresee that average revenue per subscriber will continue to
decline. In Kiev, Ukraine we are also experiencing issues relating to obtaining
further numbering capacity for our business services operations. In this regard,
we are currently negotiating with Ukrtelecom, the state-owned operator for
further numbering capacity. Our ability to grow our business services operations
in Kiev will be limited if we do not have access to numbering capacity.
In addition to the traditional voice and data service provision, we have
been actively pursuing a strategy of developing non-traditional telecom service
offerings including those related to the Internet, such as web hosting, web
design, and vertical and horizontal Internet portal development. To this end, we
acquired InfoArt Stars and the Agama family of Web properties to add to our
Russia-On-Line Internet portal, which also incorporates some of our other
acquisitions in the year ended December 31, 2000, referat.ru, Absolute Games and
Fintek. In line with experience outside of Russia, we have not seen the rapid
development of Internet based services that was expected. Internet based
advertising and e-commerce revenues have not developed to significant levels and
we are currently reviewing our long term strategy for Internet based products.
We have seen a significant increase in our dial-up Internet subscriber
numbers and we expect the increase to continue, albeit with an increasing
emphasis on regional subscribers, as additional dial-up capacity in Moscow has
not been readily available. On June 1, 2001 we completed the purchase of a
leading Russian Internet Service Provider ("ISP"), ZAO Cityline ("Cityline"),
together with ISP OOO Uralrelcom ("Uralrelcom") and infrastructure company ZAO
The First Telecommunications Company ("PTK") It is expected that these entities
allow us to increase our regional dial-up Internet presence and increase our
access to dial-up capacity in Moscow.
We have continued our process of integrating our acquisitions, improving
operational efficiency and cost containment, which is intended to improve our
operating performance. We expect to have further one-time costs associated with
overall restructuring and review of our operations during the next three to six
months.
RECENT ACQUISITIONS
In June 2001, we completed the purchase of 100% of leading ISP, Cityline,
together with 51% of Ekaterinburg-based, ISP Uralrelcom, and 100% of
infrastructure company PTK. Cityline operates primarily in Moscow, but also
operates in other major Russian cities, including Saint Petersburg, Nizhny
Novgorod, Tyumen and Kaliningrad. Together, it is expected, these acquisitions
will allow us to increase our regional dial-up Internet presence and should
increase our access to dial-up capacity in Moscow. The dial-up capacity in
Moscow is not yet fully functional and we are not certain that the capacity will
materialize in accordance with the terms and conditions of the interconnect
agreements as expected. We are in negotiations with the capacity providers in an
attempt to work out a mutually acceptable solution for the provisioning of the
numbering capacity. If these negotiations do not lead to an acceptable solution,
we will pursue all available remedies under the various agreements that
constitute these transactions, including adjustments to the purchase price and
retention of funds held in escrow. If the dial-up capacity does not materialize,
we will explore additional options for local capacity.
In September 2001, we completed the purchase of 51% of leading CLEC,
Agentstvo Delovoi Svyazi ("ADS"), which owns network infrastructure in Russia's
third largest city, Nizhny Novgorod. This acquisition, together with our other
Nizhny Novgorod based companies, TeleRoss Nizhny Novgorod, Firm Commercial
Information Networks ("KIS"), and ZAO Inforis give us a significant presence in
this important regional market.
SHARES AND OWNERSHIP
In March 2001, 141,961 restricted shares of common stock, par value $0.01,
were issued to senior management and employees to be held in escrow by us. The
restricted shares were issued in accordance with restricted stock agreements
dated October 1, 1999 concluded as part of our Initial Public Offering ("IPO")
and were held in escrow by us until such restriction lapsed on October 1, 2001.
20
When the 1999 Golden Telecom, Inc. ("GTI") Equity Participation Plan (the
"Equity Plan") was adopted, the number of shares available for issuance under
the Equity Plan was calculated as 15% of the issued and outstanding shares on a
fully diluted basis. Since the adoption of the Equity Plan, the Company has
issued an additional 1,679,872 shares of common stock in connection with fund
raising activities and acquisitions. In March 2001, the Compensation Committee
of the Board of Directors approved an increase in shares available for issuance
under the Equity Plan from 4,023,551 to 4,320,000 in order to preserve the 15%
ratio referenced above. The decision of the Compensation Committee of the Board
of Directors was ratified by GTI shareholders on June 26, 2001.
In March 2001, in connection with the finalization of the MCT transaction,
the Compensation Committee of the Board of Directors adopted a resolution
whereby the Stock Option Award Agreements executed by us and certain terminated
employees were amended to provide that the term of the options held by the
employees that transferred from GTI to MCT are extended from ninety days after
the employees termination date to one year after the termination date of the
employees or until their termination date with MCT, whichever occurs earlier.
In April 2001, in accordance with the Equity Plan, the Compensation
Committee of the Board of Directors adopted a resolution whereby the Stock
Option Award Agreements executed by us and certain employees were amended to
provide that the term of the options held by the employees are extended from
ninety days after the employees termination date to eighteen months after the
termination date.
In May 2001, Global TeleSystems, Inc. ("GTS") our former majority owner
completed the sale of approximately 12.2 million shares of our common stock to a
group of investors led by Alfa Group, a leading Russia-based financial and
industrial concern ("Alfa"), and two of our then existing shareholders, Capital
International Global Emerging Markets Private Equity Fund L.P. ("Capital") and
investment funds managed by Barings Vostok Capital Partners ("Baring Vostok").
Upon closure, affiliates of Alfa acquired approximately 10.7 million, or about
43.6%, shares of our common stock, Baring Vostok increased its ownership
position in the company to approximately 1.9 million, or about 7.6% shares of
our common stock, and Capital increased its ownership position in the company to
2.2 million, or about 8.8%, of our common stock. Upon closure, these purchasers
also acquired options from GTS under which they could, under certain
circumstances and subject to the terms and conditions of a Standstill Agreement
executed by the purchasers, GTS and us on April 2, 2001, acquire GTS' remaining
shareholding in the Company, consisting of approximately 2.9 million, or 11.6%,
shares of GTI's common stock. In July 2001, under the Standstill Agreement, the
Company completed the buy-back of $25.0 million, or approximately 2.3 million
shares of GTI common stock. To effect the buy-back, we acted as designated
purchaser and exercised the options held by Alfa, Capital, and Baring Vostok to
acquire our common stock for $11.00 per share from GTS. Alfa, Capital, and
Baring Vostok acquired these options in conjunction with their acquisition of
$125 million in our common shares from GTS in May 2001
RECENT ACCOUNTING PRONOUNCEMENTS
In July 2001, the Financial Accounting Standards Board issued Statements on
Financial Accounting Standards No. 141, "Business Combinations", and No. 142,
"Goodwill and Other Intangible Assets", effective for fiscal years beginning
after December 15, 2001. Under the new rules, goodwill and intangible assets
deemed to have indefinite lives will no longer be amortized but will be subject
to annual impairment tests. Other intangible assets will continue to be
amortized over their useful lives.
We will apply the new rules on accounting for goodwill and other intangible
assets beginning in the first quarter of 2002. Application of the
non-amortization provisions of the Statement is expected to result in an
improvement in net loss of approximately $13.0 in 2002. During 2002, we will
perform the first of the required impairment tests of goodwill and indefinite
lived intangible assets as of January 1, 2002 and we have not yet determined
what the effect of these tests will be on our earnings and financial position.
In August 2001, the FASB issued SFAS No. 143, "Accounting for Asset
Retirement Obligations." This statement deals with the costs of closing
facilities and removing assets. SFAS No. 143 requires entities to record the
fair value of a legal liability for an asset retirement obligation in the period
it is incurred. This cost is initially capitalized and amortized over the
remaining life of the asset. Once the obligation is ultimately settled, any
difference between the final cost and the recorded liability is recognized as a
gain or loss on disposition. SFAS No. 143 is effective for years beginning after
June 15, 2002. We are currently evaluating the impact the pronouncement will
have on future consolidated financial statements.
In August 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Loved Assets." This statement addresses financial
accounting and reporting for the impairment of disposal of long-lived assets and
supersedes SFAS No.
21
121, "Accounting for the Impairment of Long-Loved Assets and for Long-Lived
Assets to Be Disposed Of," and the accounting and reporting provisions of
Accounting Principles Board Opinion No. 30, "Reporting the Results of Operations
- Reporting the Effects of Disposal of a Segment of a Business, and
Extraordinary, Unusual and Infrequently Occurring Events an Transactions," for
the disposal of a segment of a business (as previously defined in that opinion).
This statement also amends Accounting Research Bulletin No. 41, "Consolidated
Financial Statements", to eliminate the exception to consolidation for a
subsidiary for which control is likely to be temporary. The provisions of the
statement will be effective for financial statements issued for fiscal years
beginning after December 15, 2001. We are currently evaluating the impact the
pronouncement will have on future consolidated financial statements.
RESULTS OF OPERATIONS
GTI was formed in June 1999 to be the holding company for all of GTS's
businesses in the Commonwealth of Independent States and supporting operations.
The results of our four business groups from the operations of both our
consolidated entities combined with the non-consolidated entities where we are
actively involved in the day-to-day management, are shown in footnote 6 "Segment
Information - Line of Business Data" to our consolidated financial statements.
In addition, we have included a discussion of EDN Sovintel LLC, our primary
non-consolidated operation, which entity is material to our business. We believe
that this discussion is helpful to develop an understanding of the factors
contributing to our overall financial condition and results of operations.
The discussion of our results of operations is organized as follows:
THREE MONTHS ENDED SEPTEMBER 30, 2001 COMPARED TO THREE MONTHS ENDED
SEPTEMBER 30, 2000
o Consolidated Results. Results of Operations for the Three Months Ended
September 30, 2001 compared to the Results of Operations for the Three
Months Ended September 30, 2000
o Non-Consolidated Results. Results of Non-Consolidated Operations of EDN
Sovintel LLC for the Three Months Ended September 30, 2001 compared to
the Results of Non-Consolidated Operations of EDN Sovintel LLC for the
Three Months Ended September 30, 2000
NINE MONTHS SEPTEMBER 30, 2001 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30, 2000
o Consolidated Results. Results of Operations for the Nine Months Ended
September 30, 2001 compared to the Results of Operations for the Nine
Months Ended September 30, 2000
o Non-Consolidated Results. Results of Non-Consolidated Operations of EDN
Sovintel LLC for the Nine Months Ended September 30, 2001 compared to
the Results of Non-Consolidated Operations of EDN Sovintel LLC for the
Nine Months Ended September 30, 2000
CONSOLIDATED RESULTS -- CONSOLIDATED RESULTS OF OPERATIONS FOR THE THREE MONTHS
ENDED SEPTEMBER 30, 2001 COMPARED TO THE CONSOLIDATED RESULTS OF OPERATIONS FOR
THE THREE MONTHS ENDED SEPTEMBER 30, 2000
REVENUE
Our revenue increased by 26% to $37.1 million for the three months ended
September 30, 2001 from $29.4 million for the three months ended September 30,
2000. The breakdown of revenue by business group was as follows:
22
CONSOLIDATED REVENUE CONSOLIDATED REVENUE
FOR THE THREE MONTHS FOR THE THREE MONTHS
ENDED SEPTEMBER 30, 2000 ENDED SEPTEMBER 30, 2001
------------------------ ------------------------
(IN MILLIONS)
REVENUE
CLEC services.............. $ 10.7 $ 12.2
Data and Internet services. 10.4 17.3
Long distance services..... 4.1 5.4
Mobile services............ 4.6 3.7
Eliminations............... (0.4) (1.5)
------- -------
TOTAL REVENUE................ $ 29.4 $ 37.1
CLEC Services. Revenue from CLEC Services increased by 14% to $12.2 million
for the three months ended September 30, 2001 from $10.7 million for the three
months ended September 30, 2000.
The CLEC Services division of TeleRoss revenue increased by 22% to $7.3
million for the three months ended September 30, 2001 from $6.0 million for the
three months ended September 30, 2000. This increase is mainly due to increases
in monthly recurring and traffic revenues resulting from an increase in
numbering capacity in active service.
The CLEC Services division of Golden Telecom BTS revenue was $4.7 million,
both for the three months ended September 30, 2001 and for the three months
ended September 30, 2000. Increases in both end-user and carrier traffic volumes
were offset by reductions in tariffs.
Additionally, CLEC Services division revenue increased $0.2 million due to
the acquisition of ADS at the beginning of September 2001.
Data and Internet Services. Revenue from Data and Internet Services
increased by 66% to $17.3 million for the three months ended September 30, 2001
from $10.4 million for the three months ended September 30, 2000. The increase
is largely the result of increases in Internet revenue from both dial-up and
dedicated Internet subscribers, increases in private line channel revenue,
increases in Internet traffic and other Internet related revenues. Dial-up
Internet revenues increased by $1.6 million as a result of our recent
acquisitions of Cityline and Uralrelcom.
Long Distance Services. Revenue from Long Distance Services increased by 32%
to $5.4 million for the three months ended September 30, 2001 from $4.1 million
for the three months ended September 30, 2000. Recurring fees and traffic
revenues increased due to an expanding end-user customer base in Moscow and our
acquisition of controlling interests in some of the TeleRoss regional ventures.
These increases offset a decline in equipment sales.
Mobile Services. Revenue from Mobile Services decreased by 20% to $3.7
million for the three months ended September 30, 2001 from $4.6 million for the
three months ended September 30, 2000. Despite an increase of approximately 17%
in the number of active subscribers at Golden Telecom GSM, pricing competition
has reduced average revenue per active subscriber by 33% to approximately $31
per month. Additionally $0.2 million of the decrease was attributable to Vostok
Mobile Novgorod no longer being consolidated as a result of the MCT transaction.
23
EXPENSES
The following table shows our principal expenses for the three months ended
September 30, 2001 and September 30, 2000:
CONSOLIDATED EXPENSES CONSOLIDATED EXPENSES
FOR THE THREE MONTHS FOR THE THREE MONTHS
ENDED SEPTEMBER 30, 2000 ENDED SEPTEMBER 30, 2001
------------------------ ------------------------
(IN MILLIONS)
COST OF REVENUE
CLEC services ................... $ 4.1 $ 4.6
Data and Internet services ...... 5.1 9.2
Long distance services .......... 3.5 3.7
Mobile services ................. 1.0 0.9
Eliminations .................... (0.4) (1.5)
------- -------
TOTAL COST OF REVENUE ............. 13.3 16.9
Selling, general and
administrative................... 12.0 12.8
Depreciation and amortization ..... 8.2 10.5
Equity in earnings of ventures ... 0.1 2.4
Interest income ................... (2.5) (0.4)
Interest expense .................. 1.1 0.5
Foreign currency (gain)/loss ...... (0.4) (0.1)
Provision for income taxes ........ $ 0.5 $ 1.1
Cost of Revenue
Our cost of revenue increased by 27% to $16.9 million for the three months
ended September 30, 2001 from $13.3 million for the three months ended September
30, 2000.
CLEC Services. Cost of revenue from CLEC Services increased by 12% to $4.6
million, or 38% of revenue, for the three months ended September 30, 2001 from
$4.1 million, or 38% of revenue, for the three months ended September 30, 2000.
The CLEC Services division of TeleRoss' cost of revenue increased by 11% to
$2.1 million, or 29% of revenue, for the three months ended September 30, 2001
from $1.9 million, or 32% of revenue, for the three months ended September 30,
2000. The decrease as a percentage of revenue resulted principally from a change
in the traffic mix.
The CLEC Services division of Golden Telecom BTS cost of revenue increased
by 9% to $2.4 million, or 51% of revenue, for the three months ended September
30, 2001 and was $2.2 million, or 47% of revenue, for the three months ended
September 30, 2000. Cost of revenue increased as a percentage of revenue
primarily because of an increase in lower margin carriers' carrier traffic.
Data and Internet Services. Cost of revenue from Data and Internet Services
increased by 80% to $9.2 million, or 53% of revenue, for the three months ended
September 30, 2001 from $5.1 million, or 49% of revenue, for the three months
ended September 30, 2000. The increase in cost of revenue as a percentage of
revenue was mainly due to the increase in lower margin dial-up Internet revenue
as a percentage of the mix of revenue.
Long Distance Services. Cost of revenue from Long Distance Services
increased by 6% to $3.7 million, or 69% of revenue, for the three months ended
September 30, 2001 from $3.5 million, or 85% of revenue, for the three months
ended September 30, 2000. The improvement in cost of revenue as a percentage of
revenue is partly due to an increase in end-users in the long distance traffic
mix and a reduction in low margin equipment sales.
Mobile Services. Cost of revenue from Mobile Services decreased by 10% to
$0.9 million, or 24% of revenue, for the three months ended September 30, 2001
from $1.0 million, or 22% of revenue, for the three months ended September 30,
2000. The cost of revenue increased as a percentage of revenue due to declines
in traffic margins as a result of increased competition.
Selling, General and Administrative
Our selling, general and administrative expenses increased by 7% to $12.8
million, or 35% of revenue, for the three months ended September 30, 2001 from
$12.0 million, or 41% of revenue, for the three months ended September 30, 2000.
There were increases in employee related costs, largely due to acquisitions and
increases in advertising associated with our Internet related strategy. These
were partly offset by reductions in revenue related taxes.
Depreciation and Amortization
Our depreciation and amortization expenses increased by 28% to $10.5 million
for the three months ended September 30, 2001 from $8.2 million for the three
months ended September 30, 2000. This increase is due to the continuing capital
expenditures of the consolidated entities and increased goodwill and intangible
asset amortization due to acquisitions.
24
Equity in Earnings/Losses of Ventures
The earnings after interest and tax charges from our investments in
non-consolidated ventures were $2.4 million for the three months ended September
30, 2001 up from of $0.1 million for the three months ended September 30, 2000.
We recognized earnings at Sovintel of $3.2 million for the three months ended
September 30, 2001, which more than offset our recognized losses in MCT from the
same period. In the three months ended September 30, 2000, our recognized
earnings at Sovintel were $1.4 million which were more than offset by our
recognized losses of $1.6 million from our Russian mobile ventures.
Interest Income
Our interest income was $0.4 million for the three months ended September
30, 2001 down from $2.5 million for the three months ended September 30, 2000.
The decrease in interest income mainly reflects the reduced balance of cash,
cash equivalents and investments available for sale following the use of part of
the proceeds from our IPO for acquisitions and capital expenditure.
Interest Expense
Our interest expense was $0.5 million for the three months ended September
30, 2001 compared to $1.1 million for the three months ended September 30, 2000.
The decrease in interest expense reflects the reduced level of debt in the
company.
Foreign Currency Loss
Our foreign currency loss was $0.1 million for the three months ended
September 30, 2001, compared to a gain of $0.4 million for the three months
ended September 30, 2000. This loss in part reflects the slight devaluation of
the ruble for the three months ended September 30, 2001, as compared to the
gain, mainly due to the appreciation of the ruble relative to the dollar, in the
three months ended September 30, 2000.
Provision for Income Taxes
Our charge for income taxes was $1.1 million for the three months ended
September 30, 2001 compared to $0.5 million for three months ended September 30,
2000. The increase was due to increased profitability and combined with maximum
utilization of loss carryforwards in our Russian and Ukrainian entities.
Net Loss and Net Loss per Share
Our net loss for the three months ended September 30, 2001 was $1.9 million,
compared to $2.9 million for the three months ended September 30, 2000.
Our net loss per share of common stock decreased to $0.08 for the three
months ended September 30, 2001, compared to $0.12 for the three months ended
September 30, 2000. The decrease in net loss per share of common stock was due
to the decrease in net loss, partially offset by a decrease in the number of
weighted average shares to 22,942,116 at September 30, 2001, compared to
24,080,125 at September 30, 2000.
NON-CONSOLIDATED RESULTS -- NON-CONSOLIDATED RESULTS OF OPERATIONS FOR THE THREE
MONTHS ENDED SEPTEMBER 30, 2001 COMPARED TO THE NON-CONSOLIDATED RESULTS OF
OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000
This section is comprised of a limited discussion of the results of
operations of our principal non-consolidated entity, Sovintel, in which we own a
50% interest.
25
SOVINTEL
Revenue
Sovintel's revenue increased by 32% to $30.2 million for the three months
ended September 30, 2001 from $22.9 million, for the three months ended
September 30, 2000. Increases in traffic volumes, particularly incoming traffic,
more than offset reductions in tariffs. Also increases in recurring fees,
equipment sales and other service offerings contributed to the increase in
revenue.
Cost of Revenue
Sovintel's cost of revenue increased by 41% to $16.2 million for the three
months ended September 30, 2001 from $11.5 million for the three months ended
September 30, 2000. The increase of cost of revenue to 54% of revenue from 50%
of revenue was primarily the result of increases in lower margin traffic and
equipment sales in the revenue mix.
Selling, General and Administrative
Sovintel's selling, general and administrative expenses decreased by 22% to
$3.2 million, or 11% of revenue, for the three months ended September 30, 2001
from $4.1 million, or 17% of revenue for the three months ended September 30,
2000. The decrease was largely due to a reduction in the rate of revenue related
taxes incurred, also reductions in advertising, bad debt and other costs, offset
by a small increase in employee related costs.
CONSOLIDATED RESULTS -- CONSOLIDATED RESULTS OF OPERATIONS FOR THE NINE MONTHS
ENDED SEPTEMBER 30, 2001 COMPARED TO THE CONSOLIDATED RESULTS OF OPERATIONS FOR
THE NINE MONTHS ENDED SEPTEMBER 30, 2000
REVENUE
Our revenue increased by 28% to $103.3 million for the nine months ended
September 30, 2001 from $80.6 million for the nine months ended September 30,
2000. The breakdown of revenue by business group was as follows:
CONSOLIDATED REVENUE CONSOLIDATED REVENUE
FOR THE NINE MONTHS FOR THE NINE MONTHS
ENDED SEPTEMBER 30, 2000 ENDED SEPTEMBER 30, 2001
------------------------ ------------------------
(IN MILLIONS)
REVENUE
CLEC services ................... $ 30.1 $ 34.3
Data and Internet services ...... 28.1 47.2
Long distance services .......... 10.4 15.4
Mobile services ................. 13.2 10.9
Eliminations .................... (1.2) (4.5)
--------- ---------
TOTAL REVENUE ..................... $ 80.6 $ 103.3
CLEC Services. Revenue from CLEC Services increased by 14% to $34.3 million
for the nine months ended September 30, 2001 from $30.1 million for the nine
months ended September 30, 2000.
The CLEC Services division of TeleRoss revenue increased by 15% to $20.9
million for the nine months ended September 30, 2001 from $18.1 million for the
nine months ended September 30, 2000. This is mainly due to increases in monthly
recurring and traffic revenue due to an increase in numbering capacity in active
service.
The CLEC Services division of Golden Telecom BTS revenue increased by 10% to
$13.2 million for the nine months ended September 30, 2001 from $12.0 million
for the nine months ended September 30, 2000. The increase in revenue was mainly
due to an increase in termination of incoming traffic from other carriers.
Data and Internet Services. Revenue from Data and Internet Services
increased by 68% to $47.2 million for the nine months ended September 30, 2001
from $28.1 million for the nine months ended September 30, 2000. The increase is
largely the result of increases in Internet revenue from both dial-up and
dedicated Internet subscribers, increases in private line channel revenue,
increases in Internet traffic and other Internet related revenues. Dial-up
Internet revenues increased by $2.1 million as a result of our recent
acquisitions of Cityline and Uralrelcom.
Long Distance Services. Revenue from Long Distance Services increased by 48%
to $15.4 million for the nine months ended September 30, 2001 from $10.4 million
for the nine months ended September 30, 2000. Recurring fees, traffic and
equipment revenues
26
increased due to an expanding end-user customer base in Moscow and our
acquisition of controlling interests in some of the TeleRoss regional ventures.
These increases offset a decline in equipment sales.
Mobile Services. Revenue from Mobile Services decreased by 17% to $10.9
million for the nine months ended September 30, 2001 from $13.2 million for the
nine months ended September 30, 2000. Despite an increase of approximately 17%
in the number of active subscribers at Golden Telecom GSM, pricing competition
has reduced average revenue per active subscriber by 33% to approximately $31
per month. Additionally, $0.6 million of the decrease was attributable to Vostok
Mobile Novgorod no longer being consolidated as a result of the MCT transaction.
EXPENSES
The following table shows our principal expenses for the nine months ended
September 30, 2001 and September 30, 2000:
CONSOLIDATED EXPENSES CONSOLIDATED EXPENSES
FOR THE NINE MONTHS FOR THE NINE MONTHS
ENDED SEPTEMBER 30, 2000 ENDED SEPTEMBER 30, 2001
------------------------ ------------------------
(IN MILLIONS)
COST OF REVENUE
CLEC services ....................... $ 10.7 $ 13.3
Data and Internet services .......... 14.2 24.8
Long distance services .............. 8.6 11.2
Mobile services ..................... 3.1 2.8
Eliminations ........................ (1.2) (4.5)
--------- ---------
TOTAL COST OF REVENUE ................. 35.4 47.6
Selling, general and administrative.... 33.0 38.3
Depreciation and amortization ......... 23.1 30.6
Equity in losses (earnings)
of ventures ......................... 1.0 (5.2)
Interest income ....................... (7.4) (2.9)
Interest expense ...................... 2.5 1.7
Foreign currency loss ................. -- 0.4
Other non-operating expense ........... 0.1 --
Provision for income taxes ............ $ 0.6 $ 2.1
Cost of Revenue
Our cost of revenue increased by 34% to $47.6 million for the nine months
ended September 30, 2001 from $35.4 million for the nine months ended September
30, 2000.
CLEC Services. Cost of revenue from CLEC Services increased by 24% to $13.3
million, or 39% of revenue, for the nine months ended September 30, 2001 from
$10.7 million, or 36% of revenue, for the nine months ended September 30, 2000.
The CLEC Services division of TeleRoss' cost of revenue increased by 21% to
$6.3 million, or 30% of revenue, for the nine months ended September 30, 2001
from $5.2 million, or 29% of revenue, for the nine months ended September 30,
2000. The slight increase as a percentage of revenue resulted from settlements
to other operators not decreasing in line with the pricing concessions to
customers.
The CLEC Services division of Golden Telecom BTS cost of revenue increased
by 25% to $6.9 million, or 52% of revenue, for the nine months ended September
30, 2001 and was $5.5 million, or 46% of revenue, for the nine months ended
September 30, 2000. Cost of revenue increased as a percentage of revenue due to
the increase in lower margin carriers' carrier traffic.
Data and Internet Services. Cost of revenue from Data and Internet Services
increased by 75% to $24.8 million, or 53% of revenue, for the nine months ended
September 30, 2001 from $14.2 million, or 51% of revenue, for the nine months
ended September 30, 2000. The slight increase as a percentage of revenue was
mainly due to the increase of lower margin dial-up Internet revenue as a
percentage of the mix of revenue.
27
Long Distance Services. Cost of revenue from Long Distance Services
increased by 30% to $11.2 million, or 73% of revenue, for the nine months ended
September 30, 2001 from $8.6 million, or 83% of revenue, for the nine months
ended September 30, 2000. The improvement in cost of revenue as a percentage of
revenue is partly due to an increase in end-users in the long distance traffic
mix.
Mobile Services. Cost of revenue from Mobile Services decreased by 10% to
$2.8 million, or 26% of revenue, for the nine months ended September 30, 2001
from $3.1 million, or 24% of revenue, for the nine months ended September 30,
2000. The cost of revenue increased as a percentage of revenue due to increased
competition, which has in turn led to lower traffic and equipment margins.
Selling, General and Administrative
Our selling, general and administrative expenses increased by 16% to $38.3
million, or 37% of revenue, for the nine months ended September 30, 2001 from
$33.0 million, or 41% of revenue, for the nine months ended September 30, 2000.
There were increases in employee related costs, largely due to acquisitions and
increases in advertising costs associated with our Internet related strategy.
Bad debt expense also increased but the increases were partially offset by a
reduction in revenue related taxes.
Depreciation and Amortization
Our depreciation and amortization expenses increased by 32% to $30.6 million
for the nine months ended September 30, 2001 from $23.1 million for the nine
months ended September 30, 2000. This increase is due to the continuing capital
expenditures of the consolidated entities and increased goodwill and intangible
asset amortization due to acquisitions.
Equity in Earnings/Losses of Ventures
The earnings after interest and tax charges from our investments in
non-consolidated ventures were $5.2 million for the nine months ended September
30, 2001 up from losses of $1.0 million for the nine months ended September 30,
2000. We recognized earnings at Sovintel of $7.4 million for the nine months
ended September 30, 2001, which were partially offset by our recognized losses
in MCT. In the nine months ended September 30, 2000, our recognized earnings at
Sovintel were $3.6 million which were more than offset by our recognized losses
of $3.7 million from our Russian mobile ventures.
Interest Income
Our interest income was $2.9 million for the nine months ended September 30,
2001 down from $7.4 million for the nine months ended September 30, 2000. The
decrease in interest income mainly reflects the reduced balance of cash, cash
equivalents and investments available for sale following the use of part of the
proceeds from our IPO for acquisitions and capital expenditure.
Interest Expense
Our interest expense was $1.7 million for the nine months ended September
30, 2001 down from $2.5 million for the nine months ended September 30, 2000.
The decrease in interest expense reflects the reduced level of debt in the
company.
Foreign Currency Loss
Our foreign currency loss was $0.4 million for the nine months ended
September 30, 2001, compared to a negligible amount for the nine months ended
September 30, 2000. The increase in loss in part reflects the devaluation of the
ruble for the nine months ended September 30, 2001, as compared to the nine
months ended September 30, 2000.
Other Non-operating Expense
No other non-operating expense was recorded in the nine months ended
September 30, 2001. Our other non-operating expense was $0.1 million for the
nine months ended September 30, 2000 due to losses on certain fixed assets
disposals by our operating companies.
28
Provision for Income Taxes
Our charge for income taxes was $2.1 million for the nine months ended
September 30, 2001 compared to $0.6 million for the nine months ended September
30, 2000. The increase was due to increased levels of profitability and combined
with maximum utilization of loss carryforwards in our Russian and Ukrainian
entities.
Net Loss and Net Loss per Share
Our net loss for the nine months ended September 30, 2001 was $9.3 million,
compared to $8.1 million for the nine months ended September 30, 2000.
Our net loss per share of common stock increased to $0.39 for the nine
months ended September 30, 2001, compared to $0.34 in the nine months ended
September 30, 2000. The increase in net loss per share of common stock was due
to the increase in net loss and to a decrease in the number of weighted average
shares to 24,014,256 at September 30, 2001, compared to 24,073,446 at September
30, 2000.
NON-CONSOLIDATED RESULTS -- NON-CONSOLIDATED RESULTS OF OPERATIONS FOR THE NINE
MONTHS ENDED SEPTEMBER 30, 2001 COMPARED TO THE NON-CONSOLIDATED RESULTS OF
OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000
This section is comprised of a limited discussion of the results of
operations of our principal non-consolidated entity, Sovintel, in which we own a
50% interest.
SOVINTEL
Revenue
Sovintel's revenue increased by 23% to $84.0 million for the nine months
ended September 30, 2001 from $68.2 million, for the nine months ended September
30, 2000. Increases in traffic volumes, particularly incoming traffic, more than
offset reductions in tariffs. Also increases in recurring fees, equipment sales
and other service offerings contributed to the increase in revenue.
Cost of Revenue
Sovintel's cost of revenue increased by 31% to $46.5 million for the nine
months ended September 30, 2001 from $35.5 million for the nine months ended
September 30, 2000. The increase of cost of revenue to 55% of revenue from 52%
of revenue was primarily the result of increases in lower margin traffic in the
revenue mix.
Selling, General and Administrative
Sovintel's selling, general and administrative expenses decreased by 19% to
$10.0 million, or 12% of revenue, for the nine months ended September 30, 2001
from $12.4 million, or 18% of revenue for the nine months ended September 30,
2000. The decrease was largely due to a reduction in the rate of revenue related
taxes incurred, also reductions in employee related costs, advertising, bad debt
and other costs.
LIQUIDITY AND CAPITAL RESOURCES
On May 11, 2001, our former majority shareholder, GTS, completed the sale of
approximately 12.2 million, or approximately 50%, of our common stock. This
transaction triggered an acceleration of $6.0 million, including accrued
interest, of our long-term debt under change of control provisions in certain
promissory notes issued an equipment vendor. We paid this long-term debt to the
lender in July 2001. As part of the transaction, an additional $6.3 million of
pre-existing long-term debt due from GTI to GTS is now payable
29
on May 11, 2002. For other third party debt agreements, held at the subsidiary
level, the lenders have agreed that this transaction will not affect the terms
of those agreements.
Our cash, cash equivalents and investments available for sale were $43.0
million and $112.2 million as of September 30, 2001 and December 31, 2000,
respectively. Of these amounts, our cash and cash equivalents were $43.0 million
and $57.9 million as of September 30, 2001 and December 31, 2000, respectively.
In the fourth quarter of 2000, we invested in money market instruments with an
original maturity greater than three months which are classified as investments
available for sale. At September 30, 2001 and December 31, 2000, investments
available for sale were none and $54.3 million, respectively.
Our total restricted cash was $3.9 million and $2.5 million as of September
30, 2001 and December 31, 2000, respectively. The restricted cash is maintained
in connection with certain of our debt obligations as described below.
During the nine months ended September 30, 2001, we had net cash inflows of
$19.1 million from our operating activities. During the nine months ended
September 30, 2000, we had net cash inflows of $16.1 million from our operating
activities. The increase in cash inflows was mainly due to an improvement in our
operating income, excluding depreciation and amortization. We had net cash
outflows of $3.0 million and $48.6 million at September 30, 2001 and September
30, 2000, respectively, from our investing activities. During the first quarter
of 2001, we liquidated our total investment available for sale of $54.3 million.
Cash used in investing activities was principally attributable to building our
telecommunications networks and acquisitions.
We had working capital of $21.4 million as of September 30, 2001 and $100.0
million as of December 31, 2000. At September 30, 2001, we had total debt of
approximately $14.3 million, of which $10.1 million were current maturities. At
December 31, 2000, we had total debt of approximately $19.0 million, of which
$3.3 million were current maturities. Total debt includes amounts that are fully
collateralized by restricted cash. At September 30, 2001 and December 31, 2000,
$6.3 million and $11.0 million, respectively, of our debt was at fixed rates.
In the first quarter of 2000, we entered into a lease for fiber capacity,
including facilities and maintenance, from Moscow to Stockholm. The lease has an
initial term of ten years with an option to renew for an additional five years.
Full prepayments were made to the lessor in April and August 2000 and February
2001. These prepayments have been offset against the lease obligation in the
financial statements of the Company. In September 2001, we acquired the rights
to use up to VC-3 fiber optic capacity on major routes within Russia to support
the increase in our interregional traffic and our regional expansion strategy.
This lease has terms of five years.
Some of our operating companies have received debt financing through direct
loans from affiliated companies. In addition, certain operating companies have
borrowed funds under a $2.5 million back-to-back, seven-year credit facility
from a Western-owned bank licensed to operate in Russia. Under this facility, we
provide full cash collateral, held in London and recorded on our balance sheet
as restricted cash, for onshore loans made by the bank to our Russian registered
joint ventures. Previously, this was a $22.7 million facility which in part
related to our former Russian mobile properties involved in the MCT transaction.
In a second, similar facility, we provide full cash collateral for a $10.0
million short term back-to-back, revolving, credit facility from the same bank
for two of our larger Russian operating companies. These two facilities replaced
the previous $30.0 million back to back facility that expired on September 30,
2000. The funding level as of September 30, 2001 for both these facilities
totaled $3.0 million, of which $2.1 million was funded to our consolidated
subsidiaries and $0.9 was funded to our affiliates.
In order for us to compete successfully, we will require additional
substantial capital to continue to develop our networks and meet the funding
requirements of our operations and ventures, including losses from operations.
We will also require significant additional capital for our acquisition and
business development initiatives. The net proceeds from our IPO and our private
placement have been and will continue to be applied to these funding
requirements until such proceeds are depleted. We also expect to fund these
requirements through our cash flow from operations, proceeds from additional
equity and debt offerings that we may conduct, and debt financing facilities.
We announced on November 6, 2001 that we had signed a Memorandum of
Understanding to purchase 50% of Sovintel from Rostelecom for approximately 3.9
million shares of our common stock and $52.0 million in cash. In order to
complete this transaction and ensure sufficient operating cash on hand, we are
seeking debt financing contingent on the closing of the purchase of the 50% in
Sovintel. The sum we intend to borrow will be conditional on the final terms of
the purchase of Sovintel, availability of debt financing coupled with our
operating and investing cash flow requirements.
In the future, we may execute especially large or numerous acquisitions,
which may require us to raise additional funds through a dilutive equity
issuance, through additional borrowings that may be on a secured or unsecured
basis and through the divestment of non-core assets. In the event that these
especially large or numerous acquisitions, including the purchase of 50% of
Sovintel, do not materialize, we expect our current sources of funding,
including the remaining net proceeds from our IPO and private placement, to
finance our capital requirements for the next 12 months. The actual amount and
timing of our future capital requirements may differ materially from our current
estimates because of changes and fluctuations in our anticipated acquisitions,
investments, revenue, operating costs and network expansion plans and access
30
to alternative sources of financing on favorable terms. However, we may not be
able to obtain additional financing on favorable terms. As a result, we may be
subject to additional or more restrictive financial covenants, our interest
obligations may increase significantly and our shareholders may be adversely
diluted. Our failure to generate sufficient funds in the future, whether from
operations or by raising additional debt or equity capital, may require us to
delay or abandon some or all of our anticipated expenditures, to sell assets, or
both, which could have a material adverse effect on our operations.
Although we have achieved positive cash flow from operations, we cannot
assure you that our operations will sustain positive operating cash flow or
achieve operating profitability in the future. If we cannot achieve and sustain
operating profitability or positive cash flow from operations, we may not be
able to meet our debt service obligations or working capital requirements, and
the value of our shares of common stock may decline.
SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS
Certain statements contained in "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and other parts of this document,
including, without limitation, those concerning (i) projected traffic volume;
(ii) expected benefits from our acquisitions, (iii) future revenues and costs;
(iv) changes in the Golden Telecom's competitive environment; (v) our
projections concerning our liquidity and capital resources; and (vi) the
political and financial situation in the markets in which we operate, contain
forward-looking statements concerning the Company's operations, economic
performance and financial condition. Because such statements involve risks and
uncertainties, actual results may differ materially from those expressed or
implied by such forward-looking statements. Among the key factors that have a
direct bearing on the Company's results of operations, economic performance and
financial condition are the commercial and execution risks associated with
implementing the Company's business plan, the political, economic and legal
environment in the markets in which the Company operates, increasing
competitiveness in the telecommunications and Internet-related businesses that
may limit growth opportunities, and the consummation of numerous or large
acquisitions. These and other factors are discussed herein under "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
elsewhere in this Report.
Additional information concerning factors that could cause results to differ
materially from those in the forward looking statements are contained in the
Company's filings with the U.S. Securities and Exchange Commission ("SEC") and
especially in the Risk Factor sections therein, including, but not limited to
the Company's report on Form 10-K for the year ended December 31, 2000, the
Company's Post Effective Amendment No.1 on Form S-3 to Registration Statement
No. 333-39260 on Form S-1 filed with the SEC on April 27, 2001 and the Company's
Form S-8 Registration Statement No. 333-72036 filed with the SEC on October 23,
2001.
In addition, any statements that express, or involve discussions as to,
expectations, beliefs, plans, objectives, assumptions or future events or
performance (often, but not always, through the use of words or phrases such as
"will likely result," "are expected to," "will continue," "is anticipated,"
"estimated," "intends," "plans," "projection" and "outlook") are not historical
facts and may be forward-looking and, accordingly, such statements involve
estimates, assumptions and uncertainties which could cause actual results to
differ materially from those expressed in the forward-looking statements.
Accordingly, any such statements are qualified in their entirety by reference
to, and are accompanied by, the factors discussed throughout this Report.
The factors described in this report could cause actual results or outcomes
to differ materially from those expressed in any forward-looking statements of
the Company made by or on behalf of the Company, and investors, therefore,
should not place undue reliance on any such forward-looking statements. Further,
any forward-looking statement speaks only as of the date on which such statement
is made, and the Company undertakes no obligation to update any forward-looking
statement or statements to reflect events or circumstances after the date on
which such statement is made or to reflect the occurrence of unanticipated
events. New factors may emerge from time to time, and it is not possible for
management to predict all of such factors. Further, management cannot assess the
impact of each such factor on the Company's business or the extent to which any
factor, or combination of factors, may cause actual results to differ materially
from those contained in any forward-looking statements.
31
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits
DESIGNATION DESCRIPTION
99.1 Press Release announcing Golden Telecom
Signs MOU With Rostelecom Regarding
Sovintel.
b) Reports on Form 8-K
DATE OF REPORT SUBJECT OF REPORT
July 11, 2001 The Company agrees to buy-back $25.0 million, or
2,272,727 shares, of the Company's common stock
from a subsidiary of Global TeleSystems, Inc.
July 26, 2001 The Company completes the buy-back of $25.0
million, or 2,272,727 shares, of the Company's
common stock from a subsidiary of Global
TeleSystems, Inc.
32
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
GOLDEN TELECOM, INC.
(Registrant)
By: /s/ DAVID STEWART
-----------------------------------------------
Name: David Stewart
Title: Chief Financial Officer and Treasurer
(Principal Financial Officer)
By: /s/ MARK BURDEN
-----------------------------------------------
Name: Mark Burden
Title: Corporate Controller
(Principal Accounting Officer)
Date: November 9, 2001
33
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
------- -----------
99.1 Press Release announcing Golden Telecom Signs
MOU With Rostelecom Regarding Sovintel.
34