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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 JUNE 30, 2003
(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.
1 KOZHEVNICHESKY PROEZD
MOSCOW, RUSSIA 115114
(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 [ ]
Indicate by checkmark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). Yes [X] No [ ]
At August 1, 2003 there were 27,788,913 outstanding shares of common stock
of the registrant.
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TABLE OF CONTENTS
PAGE
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PART I. FINANCIAL INFORMATION
Item 1 Condensed Consolidated Financial Statements of
Golden Telecom, Inc. (unaudited)......................................... 3
Condensed Consolidated Balance Sheets as of December 31, 2002 and June
30, 2003................................................................. 3-4
Condensed Consolidated Statements of Operations for the Three and Six
Months Ended June 30, 2002 and 2003...................................... 5
Condensed Consolidated Statements of Cash Flows for the Six Months
Ended June 30, 2002 and 2003............................................. 6
Notes to Condensed Consolidated Financial Statements..................... 7
Item 2 Management's Discussion and Analysis of Financial Condition and Results
of Operations *.......................................................... 16
Item 4 Controls and Procedures.................................................. 31
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. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF GOLDEN TELECOM, INC.
GOLDEN TELECOM, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS OF US$, EXCEPT SHARE DATA)
DECEMBER 31, JUNE 30,
2002 2003
-------------- --------------
(AUDITED) (UNAUDITED)
ASSETS
CURRENT ASSETS
Cash and cash equivalents ................................. $ 59,625 $ 55,305
Accounts receivable, net .................................. 42,226 50,639
VAT receivable ............................................ 3,998 9,901
Prepaid expenses .......................................... 7,811 8,386
Other current assets ...................................... 13,794 14,139
-------------- --------------
TOTAL CURRENT ASSETS ....................................... 127,454 138,370
Property and equipment, net of accumulated depreciation of
$99,541 and $113,967 at December 31, 2002 and June 30,
2003, respectively ........................................ 166,121 174,607
Goodwill and intangible assets:
Goodwill .................................................. 71,703 71,703
Intangible assets, net of accumulated amortization
of $14,418 and $18,210 at December 31, 2002 and
June 30, 2003, respectively .............................. 55,965 54,100
-------------- --------------
Net goodwill and intangible assets ........................ 127,668 125,803
Restricted cash ............................................ 1,515 1,136
Other non-current assets ................................... 13,052 9,688
-------------- --------------
TOTAL ASSETS ............................................... $ 435,810 $ 449,604
============== ==============
See notes to condensed consolidated financial statements.
3
GOLDEN TELECOM, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS OF US$, EXCEPT SHARE DATA)
DECEMBER 31, JUNE 30,
2002 2003
-------------- --------------
(AUDITED) (UNAUDITED)
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses ................................... $ 43,870 $ 52,114
VAT payable ............................................................. 4,398 8,262
Debt maturing within one year ........................................... 8,988 1,399
Current capital lease obligation ........................................ 1,775 1,859
Due to affiliates and related parties ................................... 1,999 1,813
Other current liabilities ............................................... 9,950 11,985
-------------- --------------
TOTAL CURRENT LIABILITIES ................................................ 70,980 77,432
Long-term debt, less current portion ..................................... 24,111 760
Long-term capital lease obligation, less current portion ................. 5,621 4,670
Long-term deferred tax liability ......................................... 12,406 9,070
Other non-current liabilities ............................................ 13,047 15,050
-------------- --------------
TOTAL LIABILITIES ........................................................ 126,165 106,982
Minority interest ........................................................ 2,187 2,359
SHAREHOLDERS' EQUITY
Preferred stock, $0.01 par value (10,000,000 shares authorized;
none issued and outstanding at December 31, 2002 and
June 30, 2003) ........................................................ -- --
Common stock, $0.01 par value (100,000,000 shares authorized;
27,021,415 shares issued and outstanding at
December 31, 2002 and 27,683,418 shares issued
and outstanding at June 30, 2003) ..................................... 270 277
Additional paid-in capital .............................................. 446,215 454,358
Accumulated deficit ..................................................... (139,027) (114,372)
-------------- --------------
TOTAL SHAREHOLDERS' EQUITY ............................................... 307,458 340,263
-------------- --------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY ............................... $ 435,810 $ 449,604
============== ==============
See notes to condensed consolidated financial statements.
4
GOLDEN TELECOM, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS OF US$, EXCEPT PER SHARE DATA)
(UNAUDITED)
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
-------------------------- --------------------------
2002 2003 2002 2003
----------- ----------- ----------- -----------
REVENUE:
Telecommunication services .................... $ 36,172 $ 80,463 $ 70,464 $ 158,439
Revenue from affiliates and related parties ... 3,045 299 5,103 699
----------- ----------- ----------- -----------
TOTAL REVENUE .................................. 39,217 80,762 75,567 159,138
OPERATING COSTS AND EXPENSES:
Access and network services (excluding
depreciation and amortization) ............... 17,556 39,436 32,926 76,735
Selling, general and administrative
(excluding depreciation and amortization)..... 10,237 13,385 19,924 26,823
Depreciation and amortization ................. 6,247 10,542 12,250 20,947
----------- ----------- ----------- -----------
TOTAL OPERATING COSTS AND EXPENSES ............. 34,040 63,363 65,100 124,505
----------- ----------- ----------- -----------
INCOME FROM OPERATIONS ......................... 5,177 17,399 10,467 34,633
OTHER INCOME (EXPENSE):
Equity in earnings (losses) of ventures ....... (1,223) (148) 487 (29)
Interest income ............................... 366 317 842 605
Interest expense .............................. (390) (892) (927) (1,578)
Foreign currency gain (losses) ................ (182) 23 (507) 213
Minority interest ............................. (161) (123) (227) (215)
----------- ----------- ----------- -----------
TOTAL OTHER INCOME (EXPENSE) ................... (1,590) (823) (332) (1,004)
----------- ----------- ----------- -----------
Income before income taxes ..................... 3,587 16,576 10,135 33,629
Income taxes ................................... 833 4,741 2,149 8,974
----------- ----------- ----------- -----------
Income before cumulative effect of
a change in accounting principle .............. 2,754 11,835 7,986 24,655
Cumulative effect of a change in accounting
principle, net of tax effect of $0 ............ -- -- 974 --
----------- ----------- ----------- -----------
NET INCOME ..................................... $ 2,754 $ 11,835 $ 8,960 $ 24,655
=========== =========== =========== ===========
Basic earnings per share of common stock:
Income before cumulative effect of
a change in accounting principle ............. $ 0.12 $ 0.43 $ 0.36 $ 0.90
Cumulative effect of a change in
accounting principle ......................... -- -- 0.04 --
----------- ----------- ----------- -----------
Net income per share - basic .................. $ 0.12 $ 0.43 $ 0.40 $ 0.90
=========== =========== =========== ===========
Weighted average common shares - basic ......... 22,653 27,480 22,593 27,271
=========== =========== =========== ===========
Diluted earnings per share of common stock:
Income before cumulative effect of
a change in accounting principle ............. $ 0.12 $ 0.42 $ 0.35 $ 0.89
Cumulative effect of a change in
accounting principle ......................... -- -- 0.04 --
----------- ----------- ----------- -----------
Net income per share - diluted ................ $ 0.12 $ 0.42 $ 0.39 $ 0.89
=========== =========== =========== ===========
Weighted average common shares - diluted ....... 23,396 28,289 23,062 27,836
=========== =========== =========== ===========
See notes to condensed consolidated financial statements.
5
GOLDEN TELECOM, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS OF US$)
(UNAUDITED)
SIX MONTHS ENDED JUNE 30,
--------------------------
2002 2003
----------- -----------
OPERATING ACTIVITIES
Net income .......................................................... $ 8,960 $ 24,655
Adjustments to Reconcile Net Income to Net Cash Provided by
Operating Activities:
Depreciation ........................................................ 10,017 16,304
Amortization ........................................................ 2,233 4,643
Equity in (earnings) losses of ventures, net of dividends received... (487) 29
Foreign currency (gain) losses ...................................... 507 (213)
Cumulative effect of a change in accounting principle ............... (974) --
Other ............................................................... 432 80
Changes in assets and liabilities:
Accounts receivable ................................................. (2,461) (8,266)
Accounts payable and accrued expenses ............................... 4,143 8,187
VAT, net ............................................................ (352) (2,039)
Other changes in assets and liabilities ............................. (2,628) 2,303
----------- -----------
NET CASH PROVIDED BY OPERATING ACTIVITIES ............................ 19,390 45,683
INVESTING ACTIVITIES
Purchases of property and equipment and intangible assets ........... (10,034) (27,816)
Cash received from escrow account ................................... 3,000 --
Restricted cash ..................................................... 1,400 374
Proceeds from investments available for sale ........................ 8,978 --
Purchases of investments available for sale ......................... (2,000) --
Other investing ..................................................... 449 1,195
----------- -----------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES .................. 1,793 (26,247)
FINANCING ACTIVITIES:
Repayments of debt .................................................. (8,847) (30,940)
Net proceeds from exercise of employee stock options ................ 2,128 7,970
Other financing ..................................................... -- (867)
----------- -----------
NET CASH USED IN FINANCING ACTIVITIES ................................ (6,719) (23,837)
Effect of exchange rate changes on cash and cash equivalents ......... (189) 81
----------- -----------
Net increase (decrease) in cash and cash equivalents ................. 14,275 (4,320)
Cash and cash equivalents at beginning of period ..................... 37,404 59,625
----------- -----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD ........................... $ 51,679 $ 55,305
=========== ===========
See notes to condensed consolidated financial statements.
6
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.
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 United
States 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 2002 audited consolidated financial statements and the notes
related thereto. The results of operations for the three and six months ended
June 30, 2003 may not be indicative of the operating results for the full year.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PROCEDURES
Goodwill and Intangible Assets
Effective January 1, 2002, GTI adopted Statement of Financial Accounting
Standards ("SFAS") No. 142, "Goodwill and Other Intangible Assets." In
accordance with SFAS No. 142, GTI discontinued the amortization of goodwill as
of such date. The Company also reclassified to other intangible assets
approximately $1.3 million previously classified as goodwill. Upon the adoption
of SFAS No. 142, the Company recorded a cumulative effect of a change in
accounting principle for negative goodwill (deferred credit) arising on the
Company's equity method investments in the amount of $1.0 million.
The total gross carrying value and accumulated amortization of the Company's
intangible assets by major intangible asset class is as follows:
AS OF DECEMBER 31, 2002 AS OF JUNE 30, 2003
--------------------------- ---------------------------
(IN THOUSANDS)
ACCUMULATED ACCUMULATED
COST AMORTIZATION COST AMORTIZATION
------------ ------------ ------------ ------------
Amortized intangible assets:
Telecommunications service contracts .... $ 48,022 $ (6,775) $ 50,703 $ (9,631)
Contract-based customer relationships ... 8,322 (811) 8,322 (1,611)
Licenses ................................ 3,167 (1,249) 3,327 (1,390)
Other intangible assets ................. 10,872 (5,583) 9,958 (5,578)
------------ ------------ ------------ ------------
Total ................................... $ 70,383 $ (14,418) $ 72,310 $ (18,210)
============ ============ ============ ============
Other intangible assets include software, Internet software and related
content, as well as other intangible assets.
Comprehensive Income
Comprehensive income is defined as the change in equity of a business
enterprise during a period from non-owner sources. For the three and six months
ended June 30, 2002 and 2003, comprehensive income for the Company is equal to
net income.
7
GOLDEN TELECOM, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Stock-Based Compensation
The Company follows the provisions of SFAS No. 123, "Accounting for
Stock-Based Compensation," for its Equity Participation Plan. SFAS No. 123
establishes a fair value method of accounting for employee stock options and
similar equity instruments. The fair value method requires compensation cost to
be measured at the grant date based on the value of the award and to be
recognized over the service period. SFAS No. 123 generally allows companies to
either account for stock-based compensation under the fair value method of SFAS
No. 123 or under the intrinsic value method of Accounting Principles Board
("APB") No. 25, "Accounting for Stock Issued to Employees." The Company has
elected to account for its stock-based compensation in accordance with the
provisions of APB No. 25 and present pro forma disclosures of results of
operations as if the fair value method had been adopted.
In December 2002, the Financial Accounting Standards Board ("FASB") issued
SFAS No. 148, "Accounting for Stock-Based Compensation - Transition and
Disclosure," which amends SFAS No. 123, "Accounting for Stock-Based
Compensation", to provide alternative methods of transition to SFAS No. 123's
fair value method of accounting for stock-based employee compensation. SFAS No.
148 also amends the disclosure provisions of SFAS No. 123 and APB No. 28,
"Interim Financial Reporting", to require disclosure in the summary of
significant accounting policies of the effects of an entity's accounting policy
with respect to stock-based employee compensation on reported net income and
earnings per share in annual and interim financial statements. While the
Statement does not amend SFAS No. 123 to require companies to account for
employee stock options using the fair value method, the disclosure provisions of
SFAS No. 148 are applicable to all companies with stock-based employee
compensation, regardless of whether they account for that compensation using the
fair value method of SFAS No. 123 or the intrinsic value method of APB No. 25.
SFAS No. 148 disclosure provisions are effective for years ending after December
15, 2002. The Company has adopted the amendments to SFAS No. 123 disclosure
provisions required under SFAS No. 148 but will continue to use the intrinsic
value method under APB No. 25 to account for stock-based compensation. As such,
the adoption of SFAS No. 148 did not have an impact on the Company's
consolidated financial position or results of operations.
The effect of applying SFAS No. 123 on the net income as reported is not
representative of the effects on reported net income in future years due to the
vesting period of the stock options and the fair value of additional stock
options in future years.
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------------- -------------------------
2002 2003 2002 2003
----------- ----------- ----------- -----------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
Net income, as reported ......................... $ 2,754 $ 11,835 $ 8,960 $ 24,655
Deduct: total stock-based employee compensation
expense determined under fair value based method
for all awards, net of related tax effects ..... 2,263 867 4,500 1,736
----------- ----------- ----------- -----------
Pro forma net income ............................ $ 491 $ 10,968 $ 4,460 $ 22,919
=========== =========== =========== ===========
Net income per share:
Basic - as reported ............................ $ 0.12 $ 0.43 $ 0.40 $ 0.90
Basic - pro forma .............................. 0.02 0.40 0.20 0.84
Diluted - as reported .......................... 0.12 0.42 0.39 0.89
Diluted - pro forma ............................ 0.02 0.39 0.19 0.82
Asset Retirement Obligations
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 adoption of SFAS No. 143 did not have an impact on the
Company's consolidated financial position or results of operations.
8
GOLDEN TELECOM, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Exit or Disposal Activities
In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities," which requires that a liability for a cost
associated with an exit or disposal activity be recognized when the liability is
incurred. This statement nullifies Emerging Issues Task Force No. 94-3,
"Liability Recognition for Certain Employee Termination Benefits and Other Costs
to Exit an Activity (including Certain Costs Incurred in a Restructuring),"
which required that a liability for an exit cost be recognized upon the entity's
commitment to an exit plan. SFAS No. 146 is effective for exit or disposal
activities that are initiated after December 31, 2002. The adoption of the
provisions of SFAS No. 146 did not have an impact on the Company's results of
operations or financial position.
Financial Guarantees
In November 2002, the FASB issued FASB Interpretation No. 45,"Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others" ("FIN No. 45"). FIN No. 45 requires that
upon issuance of a guarantee, the guarantor must recognize a liability for the
fair value of the obligation it assumes under that guarantee. The disclosure
provisions of FIN No. 45 are effective for financial statements of annual
periods that end after December 15, 2002. The provisions for initial recognition
and measurement are effective on a prospective basis for guarantees that are
issued or modified after December 31, 2002. The adoption of the FIN No. 45 did
not have an impact on the Company's results of operations or financial position.
Consolidation of Variable Interest Entities
In January 2003, the FASB issued FIN No. 46, "Consolidation of Variable
Interest Entities". FIN No. 46 defines the concept of "variable interest" and
requires existing unconsolidated variable interest entities to be consolidated
into the financial statement of their primary beneficiaries if the variable
interest entities do not effectively disperse risks among the parties involved.
FIN No. 46 applies immediately to variable interest entities created after
January 31, 2003. It applies in the first fiscal year or interim period
beginning after June 15, 2003, to variable interest entities in which an
enterprise holds a variable interest that it acquires before February 1, 2003.
If it is reasonably possible that an enterprise will consolidate or disclose
information about a variable interest entity when FIN No. 46 becomes effective,
the enterprise must disclose information about those entities in all financial
statements issued after January 31, 2003. There were no such entities created
after January 31, 2003. The interpretation may be applied prospectively with a
cumulative-effect adjustment as of the date on which it is first applied or by
restating previously issued financial statements for one or more years, with a
cumulative-effect adjustment as of the beginning of the first year restated. The
adoption of the remaining provisions of FIN No. 46 are not expected to have a
material impact on the Company's results of operations or financial positions.
Derivative Instruments and Hedging Activities
In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on
Derivative Instruments and Hedging Activities". SFAS No. 149 amends and
clarifies accounting for derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging activities under SFAS
No. 133. The new guidance amends SFAS No. 133 for decisions made: (a) as part of
the Derivatives Implementation Group process that effectively required
amendments to SFAS No. 133, (b) in connection with other Board projects dealing
with financial instruments, and (c) regarding implementation issues raised in
relation to the application of the definition of derivative. The amendments set
forth in SFAS No. 149 improve financial reporting by requiring that contracts
with comparable characteristics be accounted for similarly. SFAS No. 149 is
generally effective for contracts entered into or modified after June 30, 2003.
The adoption of the provisions of SFAS No. 149 are not expected to have an
impact on the Company's results of operations or financial position.
9
GOLDEN TELECOM, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Financial Instruments
In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments with Characteristics of Both Liabilities and Equity". SFAS No. 150
requires certain financial instruments that embody obligations of the issuer and
have characteristics of both liabilities and equity to be classified as
liabilities. The provisions of SFAS No. 150 are effective for financial
instruments entered into or modified after May 31, 2003 and to all other
instruments that exist as of the beginning of the first interim financial
reporting period beginning after June 15, 2003. The Company does not have any
financial instruments that meet the provisions of SFAS No. 150, therefore,
adopting the provisions of SFAS No. 150 is not expected to have an impact on the
Company's results of operations or financial position.
Use of Estimates in Preparation of Financial Statements
The preparation of these condensed, consolidated financial statements, in
conformity with US generally accepted accounting principles, requires management
to make estimates and assumptions that affect amounts in the financial
statements and accompanying notes and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.
Comparative Figures
Certain 2002 amounts have been reclassified to conform to presentation
adopted in the current period.
3. NET EARNINGS PER SHARE
Basic earnings per share at June 30, 2002 and June 30, 2003 is computed on
the basis of the weighted average number of common shares outstanding. Diluted
earnings per share at June 30, 2002 and June 30, 2003 is computed on the basis
of the weighted average number of common shares outstanding plus the effect of
outstanding employee stock options using the "treasury stock" method. The number
of stock options excluded from the diluted earnings per share computation,
because their effect was antidilutive for the three months ended June 30, 2002
and 2003 was 29,166 and 19,166 stock options, respectively. The number of stock
options excluded from the diluted earnings per share computation, because their
effect was antidilutive for the six months ended June 30, 2002 and 2003 was
257,248 and 226,392 stock options, respectively.
The components of basic and diluted earnings per share were as follows:
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
----------------------- -----------------------
2002 2003 2002 2003
---------- ---------- ---------- ----------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
Income before cumulative effect of a change in
accounting principle ....................................... $ 2,754 $ 11,835 $ 7,986 $ 24,655
Weighted average outstanding of:
Common stock ............................................... 22,653 27,480 22,593 27,271
Dilutive effect of:
Employee stock options ..................................... 743 809 469 565
---------- ---------- ---------- ----------
Common stock and common stock equivalents ................... 23,396 28,289 23,062 27,836
========== ========== ========== ==========
Earnings per share before cumulative effect of a change in
accounting principle:
Basic ...................................................... $ 0.12 $ 0.43 $ 0.36 $ 0.90
========== ========== ========== ==========
Diluted .................................................... $ 0.12 $ 0.42 $ 0.35 $ 0.89
========== ========== ========== ==========
10
GOLDEN TELECOM, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
4. INVESTMENT TRANSACTIONS
In May 2003, GTI entered into a non-binding Memorandum of Understanding
("MOU") with Korporatsiya Sibchallenge to acquire 100% of the ownership interest
in OOO Sibchallenge Telecom, an alternative wireline operator in Krasnoyarsk,
Russia and 100% of the issued and outstanding shares of ZAO Tel, an internet
service provider in Krasnoyarsk, Russia. The MOU states that the proposed price
of the acquisition is approximately $15.0 million in cash. The closing of the
transaction is subject to the completion of satisfactory due diligence, receipt
and execution of definitive acquisition agreements, and receipt of normal
regulatory approval.
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
June 30, 2003. 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.
Russian Environment and Current Economic Situation
The Russian economy, while deemed to be of market status beginning in 2002,
continues to display certain traits consistent with that of a market in
transition. These characteristics have in the past included higher than normal
historic inflation, lack of liquidity in the capital markets, and the existence
of currency controls which cause the national currency to be illiquid outside of
Russia. The continued success and stability of the Russian economy will be
significantly impacted by the government's continued actions with regard to
supervisory, legal, and economic reforms.
Financial Guarantees
As of June 30, 2003, the Company has guaranteed $0.8 million of long-term
debt for certain Russian registered ventures. Management estimates the fair
value of these guarantees to be immaterial.
Other Matters
During 2002, Golden Telecom (Ukraine) ("GTU") was involved in a number of
commercial disputes with Ukrtelecom and Ukrainian regulatory authorities. The
most significant disputes include routing of traffic and GTU's lease rights of
Ukrtelecom's technical premises. By the end of the first quarter of 2003, GTU
had resolved these issues with Ukrtelecom, but it is possible that commercial
disputes with Ukrtelecom and the Ukrainian authorities could resurface in the
future.
On March 1, 2002, the Company became aware the Kiev City Prosecutor's Office
had initiated an investigation into the activities of the Company's management
in GTU. GTU received a letter dated July 17, 2002 from the General Prosecutor of
Ukraine stating that effective July 9, 2002 the Prosecutor's Office withdrew all
charges against management due to the absence of grounds on which to prosecute.
On October 7, 2002, the Kiev City Prosecutor's Office notified GTU that the
previous decision to close the investigation had been revoked. In subsequent
discussions with the Kiev City Prosecutor's Office, the investigators advised
the management of GTU that the Prosecutor's Office is reviewing internal
procedural requirements with the intent to close the investigation again.
11
GOLDEN TELECOM, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
In the ordinary course of business, the Company may be party to various
legal and tax proceedings, and subject to claims, certain of which relate to the
developing markets and evolving fiscal and regulatory environments in which the
Company operates. In the opinion of management, the Company's liability, if any,
in all pending litigation, other legal proceeding or other matters, will not
have a material effect upon the financial condition, results of operations or
liquidity of the Company.
6. SEGMENT INFORMATION
The Company operates in four segments within the telecommunications
industry. The four segments are: (1) Business and Corporate Services; (2)
Carrier and Operator Services; (3) Consumer Internet Services; and (4) Mobile
Services. The following tables present financial information for both
consolidated subsidiaries and equity investee ventures, segmented by the
Company's lines of businesses for the three and six months ended June 30, 2002
and 2003. 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, among
other performance measures. Prior to the completion of the acquisition of the
remaining 50% ownership interest in Sovintel and the subsequent merger of
TeleRoss into Sovintel in April 2003, the Company managed business segments
based on telecommunications products the Company provided. In April 2003, the
Company re-designed the business segments around customer characteristics and in
accordance with SFAS No. 131, "Disclosures about Segments of an Enterprise and
Related Information", the Company has presented the following four segments
consistent with the information used by the chief operating decision maker to
manage the operations for purposes of making operating decisions and allocating
resources. The Company has restated segment information for prior periods to
conform to the presentation adopted in the current period.
12
GOLDEN TELECOM, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
ADJUSTMENTS
TO RECONCILE
BUSINESS SEGMENT TO
CONSOLIDATED RESULTS
----------------------
BUSINESS CARRIER BUSINESS EQUITY
AND AND CONSUMER MOBILE CORPORATE & SEGMENT CONSOLIDATED METHOD AFFILIATE
CORPORATE OPERATOR INTERNET SERVICES ELIMINATIONS TOTAL RESULTS VENTURES ADJUSTMENTS
--------- --------- --------- --------- ------------ -------- ------------ --------- -----------
(IN THOUSANDS)
THREE MONTHS ENDED JUNE 30, 2002
Revenue from external
customers ................ $ 36,623 $ 25,219 $ 4,951 $ 3,292 $ -- $ 70,085 $ 39,217 $ (36,554) $ 5,686
Intersegment revenue ...... 140 121 -- -- (261) -- -- -- --
Operating income (loss) ... 9,239 6,987 (1,791) 954 (1,353) 14,036 5,177 (8,859) --
Identifiable assets ....... 150,595 128,020 44,244 9,176 93,397 425,432 302,944 (122,488) --
Capital expenditures ...... 8,441 4,315 510 53 37 13,356 5,400 (7,956) --
ADJUSTMENTS
TO RECONCILE
BUSINESS SEGMENT TO
CONSOLIDATED RESULTS
-----------------------
BUSINESS CARRIER BUSINESS EQUITY
AND AND CONSUMER MOBILE CORPORATE & SEGMENT CONSOLIDATED METHOD AFFILIATE
CORPORATE OPERATOR INTERNET SERVICES ELIMINATIONS TOTAL RESULTS VENTURES ADJUSTMENTS
--------- --------- --------- --------- ------------ -------- ------------ --------- -----------
(IN THOUSANDS)
THREE MONTHS ENDED JUNE 30, 2003
Revenue from external
customers ............... $ 43,340 $ 26,707 $ 7,155 $ 3,606 $ -- $ 80,808 $ 80,762 $ (1,121) $ 1,075
Intersegment revenue ..... 274 159 -- -- (433) -- -- -- --
Operating income (loss)... 13,502 4,773 (565) 1,530 (1,949) 17,291 17,399 108 --
Identifiable assets ...... 140,150 155,945 45,921 7,472 103,809 453,297 449,604 (3,693) --
Capital expenditures ..... 9,840 5,241 933 127 11 16,152 16,027 (125) --
ADJUSTMENTS
TO RECONCILE
BUSINESS SEGMENT TO
CONSOLIDATED RESULTS
-----------------------
BUSINESS CARRIER BUSINESS EQUITY
AND AND CONSUMER MOBILE CORPORATE & SEGMENT CONSOLIDATED METHOD AFFILIATE
CORPORATE OPERATOR INTERNET SERVICES ELIMINATIONS TOTAL RESULTS VENTURES ADJUSTMENTS
--------- --------- --------- --------- ------------ -------- --------- --------- -----------
(IN THOUSANDS)
SIX MONTHS ENDED JUNE 30, 2002
Revenue from external
customers ................ $ 71,443 $ 47,478 $ 10,177 $ 6,551 $ -- $ 135,649 $ 75,567 $ (69,996) $ 9,914
Intersegment revenue ...... 227 255 -- -- (482) -- -- -- --
Operating income (loss).... 18,725 13,099 (2,150) 1,533 (3,342) 27,865 10,467 (17,398) --
Identifiable assets ....... 150,595 128,020 44,244 9,176 93,397 425,432 302,944 (122,488) --
Capital expenditures ...... 14,532 7,399 1,177 102 44 23,254 10,034 (13,220) --
ADJUSTMENTS
TO RECONCILE
BUSINESS SEGMENT TO
CONSOLIDATED RESULTS
-----------------------
BUSINESS CARRIER BUSINESS EQUITY
AND AND CONSUMER MOBILE CORPORATE & SEGMENT CONSOLIDATED METHOD AFFILIATE
CORPORATE OPERATOR INTERNET SERVICES ELIMINATIONS TOTAL RESULTS VENTURES ADJUSTMENTS
--------- --------- --------- --------- ------------ -------- --------- --------- -----------
(IN THOUSANDS)
SIX MONTHS ENDED JUNE 30, 2003
Revenue from external
customers ................ $ 82,008 $ 56,297 $ 14,222 $ 6,764 $ -- $ 159,291 $ 159,138 $ (2,285) $ 2,132
Intersegment revenue ...... 569 466 -- -- (1,035) -- -- -- --
Operating income (loss).... 24,069 12,275 (1,060) 2,575 (3,132) 34,727 34,633 (92) --
Identifiable assets ....... 140,150 155,945 45,921 7,472 103,809 453,297 449,604 (3,693) --
Capital expenditures ...... 17,380 8,968 1,428 209 30 28,015 27,816 (199) --
13
GOLDEN TELECOM, INC.
NOTES TO CONDENSED 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 six months ended June 30, 2002
and 2003.
CORPORATE,
OTHER
COUNTRIES
AND CONSOLIDATED
RUSSIA UKRAINE ELIMINATIONS RESULTS
------ ------- ------------ ------------
THREE MONTHS ENDED JUNE 30, 2002 (IN THOUSANDS)
Revenue.......................... $ 31,075 $ 8,692 $ (550) $ 39,217
Long-lived assets................ 174,629 24,077 1,117 199,823
CORPORATE,
OTHER
COUNTRIES
AND CONSOLIDATED
RUSSIA UKRAINE ELIMINATIONS RESULTS
------ ------- ------------ ------------
THREE MONTHS ENDED JUNE 30, 2003 (IN THOUSANDS)
Revenue.......................... $ 71,210 $ 10,641 $ (1,089) $ 80,762
Long-lived assets................ 279,892 23,586 2,007 305,485
CORPORATE,
OTHER
COUNTRIES
AND CONSOLIDATED
RUSSIA UKRAINE ELIMINATIONS RESULTS
------ ------- ------------ ------------
SIX MONTHS ENDED JUNE 30, 2002 (IN THOUSANDS)
Revenue.......................... $ 59,005 $ 16,922 $ (360) $ 75,567
Long-lived assets................ 174,629 24,077 1,117 199,823
CORPORATE,
OTHER
COUNTRIES
AND CONSOLIDATED
RUSSIA UKRAINE ELIMINATIONS RESULTS
------ ------- ------------ ------------
SIX MONTHS ENDED JUNE 30, 2003 (IN THOUSANDS)
Revenue.......................... $ 140,289 $ 19,861 $ (1,012) $ 159,138
Long-lived assets................ 279,892 23,586 2,007 305,485
14
GOLDEN TELECOM, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
7. SIGNIFICANT EQUITY METHOD SUBSIDIARY INFORMATION
The following table presents summarized income statement information from
the Company's significant equity investee, Sovintel, for the three and six
months ended June 30, 2002. Effective September 17, 2002, the Company began
consolidating the results of operations of Sovintel as a result of the
acquisition of the 50% interest not controlled previously.
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, 2002 JUNE 30, 2002
------------------ ----------------
(IN THOUSANDS)
Revenues........................ $ 35,325 $ 67,680
Gross Margin.................... 15,581 30,102
Income from operations.......... 8,564 16,796
Net income...................... 5,963 11,964
8. SHAREHOLDERS' EQUITY
The Company's outstanding shares of common stock increased by 198,578 and
264,077 shares issued in connection with the exercise of stock options in the
three and six months ended June 30, 2002, respectively. The Company's
outstanding shares of common stock increased by 526,698 and 662,003 shares
issued in connection with the exercise of stock options in the three and six
months ended June 30, 2003, respectively.
9. DEBT
In June 2003, the Company settled early $30.0 million of outstanding debt
plus accrued interest under a credit facility with ZAO Citibank. There was no
penalty for the early settlement of this debt however an additional $0.2 million
of previously capitalized financing costs was recognized as interest expense
which was previously being recognized over the life of the facility.
10. SUBSEQUENT EVENTS
In August 2003, subsidiaries of GTI signed share purchase agreements with
JSC Korporatsiya SibChallenge, Perstel Enterprises Limited and Deleny
Investments Limited to acquire 100% of the ownership interest in OOO
SibChallenge Telecom, an alternative wireline operator in Krasnoyarsk, Russia
which owns 100% of the issued and outstanding shares of ZAO Tel, an internet
service provider in Krasnoyarsk, Russia. The share purchase agreements state
that the aggregate price of the acquisition is approximately $15.0 million. The
closing of the transaction is expected to occur in the third quarter of 2003 and
is subject to the receipt of normal regulatory approvals and satisfaction of
conditions precedent.
15
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 six months ended June 30,
2003 and June 30, 2002. This discussion should be read in conjunction with the
Company's Condensed, Consolidated Financial Statements and the notes related
thereto appearing elsewhere in this Report.
OVERVIEW
We are a leading facilities-based provider of integrated telecommunications
and Internet services to businesses and other high-usage customers and
telecommunications operators in 149 combined access points in Moscow, Kiev, St.
Petersburg, Nizhny Novgorod and other major population centers throughout Russia
and other countries of the Commonwealth of Independent States ("CIS"). We
organize our operations into the four business groups, as follows:
o BUSINESS AND CORPORATE SERVICES. Using our fiber optic and
satellite-based networks in major metropolitan areas of Russia, Ukraine
and other countries of the CIS, we provide business and corporate
services including voice and data services with corporate clients
across all geographical markets and all industry segments, except other
telecommunications operators;
o CARRIER AND OPERATOR SERVICES. Using our fiber optic and satellite-based
networks in and between major metropolitan areas of Russia, Ukraine and
other countries of the CIS, we provide a range of carrier and operator
services including voice and data services with foreign and Russian
telecommunications and mobile operators;
o CONSUMER INTERNET SERVICES. Using our fiber optic and satellite-based
network, we provide dial-up Internet access and web content offered
through a family of Internet portals throughout Russia; and
o MOBILE SERVICES. Using our mobile networks in Kiev and Odessa, Ukraine,
we provide mobile services with value-added features, such as voicemail,
roaming and messaging services on a subscription and prepaid basis.
We offer all of our integrated telecommunication services under the Golden
Telecom brand and our consumer Internet services under the ROL brand in Russia.
Additionally, we hold a minority interest in MCT Corp. ("MCT"), which in
turn has ownership interests in 19 mobile operations located throughout Russia
and in Uzbekistan and Tajikistan. We treat our ownership interest in MCT as an
equity method investment and are not actively involved in the day-to-day
management of the operations.
In August 2003, MCT concluded a binding agreement with OTJSC Mobile
TeleSystems on the sale of five of its cellular operators. OTJSC Mobile
TeleSystems will pay MCT $70.0 million and assume certain guarantees as part of
the transaction.
Most of our revenue is derived from high-volume business customers and
carriers. Our business customers include large multi-national 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 services 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, and frequently results in declining prices for
some of our services, 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. The ruble exchange rate with the dollar has become relatively stable
since early 2000 and 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 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 2001 and 2002 our traffic volume increases
exceeded the reduction in tariffs on certain types of voice traffic. This is a
contributory factor to the increases in our revenue in 2001 and 2002. We expect
that this trend of year over year increases in traffic volume will continue as
long as the Russian economy continues to develop at its current pace.
16
In order to handle additional traffic volumes, we have expanded and will
continue to expand our fiber optic capacity along our heavy traffic and high
cost routes to mitigate declines in traffic margins, reduce our unit
transmission costs and ensure sufficient capacity to meet the growing demand for
data and Internet services. We expect to and have continued to add additional
transmission capacity, which due to its fixed cost nature can initially depress
margins, but will ultimately allow us to improve or maintain our margins.
In Kiev, Ukraine we have entered into agreements to obtain sufficient
numbering capacity for our business services operations. Our ability to grow our
business services operations in Kiev may become limited if the parties who
provide our numbering capacity and other infrastructure requirements are unable
or unwilling to perform their contracts with us.
During 2002, Golden Telecom (Ukraine) ("GTU") was involved in a number of
commercial disputes with Ukrtelecom and Ukrainian regulatory authorities. The
most significant disputes include routing of traffic and GTU's lease rights of
Ukrtelecom's technical premises. By the end of the first quarter of 2003, GTU
had resolved these issues with Ukrtelecom, but it is possible that commercial
disputes with Ukrtelecom and the Ukrainian authorities could resurface in the
future.
In February 2003, the Ukrainian Parliament overrode the President's veto and
adopted changes to existing regulations relating to telecommunication services
in Ukraine. The new regulations stipulate the cancellation of end-customer
charges for incoming calls. These changes will come into force in six-months
time, unless superseded by a new Law on Communications or over-ruled by a
Constitutional Court decision. We expect that interconnect tariffs for calls
from the PSTN to mobile networks to be lower than current tariffs that mobile
operators charge customers for incoming calls. It is expected that mobile
operators may be able to increase tariffs for outgoing calls and/or set higher
monthly fees to compensate for the expected decrease in revenue.
In addition to our traditional voice and data service provision, prior to
2002, we were 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. In line
with experience outside of Russia, we did not see the rapid development of
Internet based services that were expected. Internet based advertising and
e-commerce revenues did not develop to significant levels and we reviewed our
long term strategy for Internet based products. As a result of this review, we
evaluated the future cash flows for this business, and we recorded an impairment
charge of $20.9 million in the fourth quarter of 2001. We expect to see some
growth in Internet based advertising and will continue to offer this service to
support our dial-up Internet service and be in a position to capitalize on any
upturn in demand for this service.
17
We have seen a significant year over year increase in our dial-up Internet
subscriber numbers and we expect the increase to continue, as our base of
regional subscribers expands. As additional dial-up capacity becomes available
in Moscow, we expect to increase our market share in the capital as well. In
June 2001 we completed the purchase of a leading Russian internet service
provider, Cityline, together with Uralrelcom, another internet service provider
and an infrastructure company, PTK, and together, these entities allowed us to
increase our regional dial-up Internet presence and increase our numbering
capacity and access lines in Moscow. The new Moscow capacity was initially
placed into service in July 2002. The Moscow numbering capacity and some of the
access lines provided by PTK are allocated to support Business and Corporate
Services and Carrier and Operator Services division end-user customers, with the
majority of the access lines being allocated to support planned increases in
dial-up Internet subscribers in our Consumer Internet Services division.
We have continued to integrate our acquisitions and improve operational
efficiency while at the same time controlling costs. We expect to incur further
costs in connection with overall streamlining of our operations in 2003. As of
April 15, 2003, all assets, liabilities, rights and obligations of TeleRoss were
transferred to Sovintel as part of the legal merger of these two wholly-owned
subsidiaries.
CRITICAL ACCOUNTING POLICIES
The fundamental objective of financial reporting is to provide useful
information that allows a reader to comprehend our business activities. To
assist that understanding, management has identified our "critical accounting
policies". These policies have the potential to have a significant impact on our
financial statements, either because of the significance of the financial
statement item to which they relate, or because they require judgment and
estimation due to the uncertainty involved in measuring, at a specific point in
time, events which are continuous in nature.
Revenue recognition policies; we recognize operating revenues as services
are rendered or as products are delivered to customers. Certain revenues, such
as connection fees, are deferred in accordance with Staff Accounting Bulletin
("SAB") No. 101. In connection with recording revenue, estimates and assumptions
are required in determining the expected conversion of the revenue streams to
cash collected. In line with guidance in SAB No. 101, we also defer direct
incremental costs related to connection fees, not exceeding the revenue
deferred. Deferred revenues are subsequently recognized over the estimated
average customer lives, which are periodically reassessed by us, and such
reassessment may impact our future operating results.
Allowance for doubtful accounts policies; the allowance estimation process
requires management to make assumptions based on historical results, future
expectations, the economic and competitive environment, changes in the
creditworthiness of our customers, and other relevant factors. Changes in the
underlying assumptions may have a significant impact on the results of our
operations. In particular, we have certain amounts due to and from subsidiaries
of a European telecommunications operator who is currently subject to bankruptcy
proceedings. The ultimate resolution of this matter will be affected by a number
of factors including the determination of legal obligations of each party, the
course of the bankruptcy proceedings, and the enforceability of any
determinations. We have recognized provisions based on our preliminary estimate
of net exposure on the resolution of these receivables and payables. If our
assessment proves to be incorrect we may have to recognize an additional
provision of up to $1.6 million, net of tax, although management believes that
the possibility of such an adverse outcome is remote.
Long-lived asset recovery policies; this policy is in relation to long-lived
assets, consisting primarily of property and equipment and intangibles, which
comprise a significant portion of our total assets. Changes in technology or
changes in our intended use of these assets may cause the estimated period of
use or the value of these assets to change. We perform periodic internal studies
to confirm the appropriateness of estimated economic useful lives for each
category of current property and equipment. Additionally, long-lived assets,
including intangibles, are reviewed for impairment whenever events or changes in
circumstances have indicated that their carrying amounts may not be recoverable.
Estimates and assumptions used in both setting useful lives and testing for
recoverability of our long-lived assets require the exercise of management's
judgment and estimation based on certain assumptions concerning the expected
life of any asset and expected future cash flows from the use of an asset.
Goodwill and assessment of impairment; Commencing from the adoption of SFAS
No. 142, "Goodwill and Other Intangible Assets", on January 1, 2002, we will
perform a goodwill impairment testing annually or whenever impairment indicators
exist. This test requires a significant degree of judgment about the future
events and it includes determination of the reporting units, allocation of
goodwill to the reporting units and comparison of the fair value with the
carrying amount of each reporting unit. Based on the
18
discounted cash flow valuations performed in 2002, we concluded that for all
reporting units the fair value is in excess of the respective carrying amounts.
Valuation allowance for deferred tax asset; we record valuation allowances
related to tax effects of deductible temporary differences and loss
carryforwards when, in the opinion of management, it is more likely than not
that the respective tax assets will not be realized. Changes in our assessment
of probability of realization of deferred tax assets may impact our effective
income tax rate.
RECENT ACCOUNTING PRONOUNCEMENTS
Effective January 1, 2002, we adopted Statement of Financial Accounting
Standards ("SFAS") No. 142, "Goodwill and Other Intangible Assets." In
accordance with SFAS No. 142, we discontinued the amortization of goodwill as of
such date. We also reclassified to other intangible assets approximately $1.3
million previously classified as goodwill. Upon the adoption of SFAS No. 142, we
recorded a cumulative effect of a change in accounting principle for negative
goodwill (deferred credit) arising on our equity method investments in the
amount of $1.0 million.
In August 2001, the Financial Accounting Standards Board ("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 adoption of SFAS No.
143 did not have an impact on our consolidated financial position or results of
operations.
During the year ended December 31, 2002, the FASB issued several new
accounting standards including, SFAS No. 145, "Rescission of FASB Statements No.
4, 44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections",
SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal
Activities." In November 2002 the FASB also issued Interpretation No. 45,
"Guarantor's Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others". These standards did not have a
material impact on the financial position or results of operations.
In July 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities," which requires that a liability for a cost
associated with an exit or disposal activity be recognized when the liability is
incurred. This statement nullifies Emerging Issues Task Force No. 94-3,
"Liability Recognition for Certain Employee Termination Benefits and Other Costs
to Exit an Activity (including Certain Costs Incurred in a Restructuring),"
which required that a liability for an exit cost be recognized upon the entity's
commitment to an exit plan. SFAS No. 146 is effective for exit or disposal
activities that are initiated after December 31, 2002. The adoption of the
provisions of SFAS No. 146 did not have a material impact on our results of
operations or financial position.
In November 2002, the FASB issued FASB Interpretation No. 45, "Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others" ("FIN No. 45"). FIN No. 45 requires that
upon issuance of a guarantee, the guarantor must recognize a liability for the
fair value of the obligation it assumes under that guarantee. The disclosure
provisions of FIN No. 45 are effective for financial statements of annual
periods that end after December 15, 2002. The provisions for initial recognition
and measurement are effective on a prospective basis for guarantees that are
issued or modified after December 31, 2002. The adoption of the provisions of
FIN No. 45 did not have a material impact on our results of operations or
financial position.
In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation - Transition and Disclosure," which amends SFAS No. 123,
"Accounting for Stock-Based Compensation", to provide alternative methods of
transition to SFAS No. 123's fair value method of accounting for stock-based
employee compensation. SFAS No. 148 also amends the disclosure provisions of
SFAS No. 123 and APB No. 28, "Interim Financial Reporting", to require
disclosure in the summary of significant accounting policies of the effects of
an entity's accounting policy with respect to stock-based employee compensation
on reported net income and earnings per share in annual and interim financial
statements. While the Statement does not amend SFAS No. 123 to require companies
to account for employee stock options using the fair value method, the
disclosure provisions of SFAS No. 148 are applicable to all companies with
stock-based employee compensation, regardless of whether they account for that
compensation using the fair value method of SFAS No. 123 or the intrinsic value
method of APB No. 25. SFAS No. 148 disclosure provisions are effective for years
ending after December 15, 2002. We have adopted the amendments to SFAS No. 123
disclosure provisions required under SFAS No. 148 but we will continue to use
the intrinsic value method under APB No. 25 to account for stock-based
19
compensation. As such, the adoption of SFAS No. 148 did not have a significant
impact on our consolidated financial position or results of operations.
The effect of applying SFAS No. 123 on the net income as reported is not
representative of the effects on reported net income in future years due to the
vesting period of the stock options and the fair value of additional stock
options in future years.
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------- ------------------
2002 2003 2002 2003
------- -------- ------ --------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
Net income, as reported.............................. $ 2,754 $ 11,835 $8,960 $ 24,655
Deduct: total stock-based employee compensation
expense determined under fair value based method
for all awards, net of related tax effects.......... 2,263 867 4,500 1,736
------- -------- ------ --------
Pro forma net income................................. $ 491 $ 10,968 $4,460 $ 22,919
======= ======== ====== ========
Net income per share:
Basic - as reported................................. $ 0.12 $ 0.43 $ 0.40 $ 0.90
Basic - pro forma................................... 0.02 0.40 0.20 0.84
Diluted - as reported............................... 0.12 0.42 0.39 0.89
Diluted - pro forma................................. 0.02 0.39 0.19 0.82
In January 2003, the FASB issued FIN No. 46, "Consolidation of Variable
Interest Entities". FIN No. 46 defines the concept of "variable interest" and
requires existing unconsolidated variable interest entities to be consolidated
into the financial statement of their primary beneficiaries if the variable
interest entities do not effectively disperse risks among the parties involved.
FIN No. 46 applies immediately to variable interest entities created after
January 31, 2003. It applies in the first fiscal year or interim period
beginning after June 15, 2003, to variable interest entities in which an
enterprise holds a variable interest that it acquires before February 1, 2003.
If it is reasonably possible that an enterprise will consolidate or disclose
information about a variable interest entity when FIN No. 46 becomes effective,
the enterprise must disclose information about those entities in all financial
statements issued after January 31, 2003. As of the date of this report, there
were no such entities created after January 31, 2003. The interpretation may be
applied prospectively with a cumulative-effect adjustment as of the date on
which it is first applied or by restating previously issued financial statements
for one or more years, with a cumulative-effect adjustment as of the beginning
of the first year restated. The adoption of the remaining provisions of FIN No.
46 are not expected to have a material impact on our results of operations or
financial positions.
In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on
Derivative Instruments and Hedging Activities". SFAS No. 149 amends and
clarifies accounting for derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging activities under SFAS
No. 133. The new guidance amends SFAS No. 133 for decisions made: (a) as part of
the Derivatives Implementation Group process that effectively required
amendments to SFAS No. 133, (b) in connection with other Board projects dealing
with financial instruments, and (c) regarding implementation issues raised in
relation to the application of the definition of derivative. The amendments set
forth in SFAS No. 149 improve financial reporting by requiring that contacts
with comparable characteristics be accounted for similarly. SFAS No. 149 is
generally effective for contracts entered into or modified after June 30, 2003.
The adoption of the provisions of SFAS No. 149 are not expected to have an
impact on our results of operations or financial position.
In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments with Characteristics of Both Liabilities and Equity". SFAS No. 150
requires certain financial instruments that embody obligations of the issuer and
have characteristics of both liabilities and equity to be classified as
liabilities. The provisions of SFAS No. 150 are effective for financial
instruments entered into or modified after May 31, 2003 and to all other
instruments that exist as of the beginning of the first interim financial
reporting period beginning after June 15, 2003. The Company does not have any
financial instruments that meet the provisions of SFAS No. 150, therefore,
adopting the provisions of SFAS No. 150 is not expected to have an impact on our
results of operations or financial position.
20
RESULTS OF OPERATIONS
GTI is a leading facilities-based provider of integrated telecommunications
and Internet services to businesses and other high-usage customers and
telecommunications operators in Moscow, Kiev, St. Petersburg, Nizhny Novgorod
and other major population centers throughout Russia and other countries of the
Commonwealth of Independent States. The results of our four business groups from
the operations of 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 condensed,
consolidated financial statements.
Our functional currency is the US dollar, as the majority of our cash flows
are indexed to, or denominated in US dollars. Through December 31, 2002, Russia
has been considered to be a highly inflationary environment. From January 1,
2003, Russia ceased to be considered as a highly inflationary economy. As we
currently believe our functional currency is the US dollar, we do not expect
this change to have a material impact on our results of operations or financial
position.
We have continued to integrate our acquisitions and improve operational
efficiency while at the same time controlling costs. We expect to incur further
costs in connection with overall streamlining of our operations in 2003. As of
April 15, 2003, all assets, liabilities, rights and obligations of TeleRoss were
transferred to Sovintel as part of the legal merger of these two wholly-owned
subsidiaries. This resulted in the reorganization of our operations along the
lines of customer characteristics as opposed to the types of telecommunications
products we provide. Therefore, in accordance with SFAS No. 131, "Disclosures
about Segments of an Enterprise and Related Information", we have aligned our
operating segments in the manner that the chief operating decision maker manages
the operations for purposes of making operating decisions and allocating
resources.
The discussion of our results of operations is organized as follows:
o Consolidated Results of Operations. Consolidated Results of Operations
for the Three Months Ended June 30, 2003 compared to the Consolidated
Results of Operations for the Three Months Ended June 30, 2002.
o Consolidated Results of Operations. Consolidated Results of Operations
for the Six Months Ended June 30, 2003 compared to the Consolidated
Results of Operations for the Six Months Ended June 30, 2002.
o Consolidated Financial Positions. Significant changes in Consolidated
Financial Position at June 30, 2003 compared to the Consolidated
Financial Position at December 31, 2002.
CONSOLIDATED RESULTS -- CONSOLIDATED RESULTS OF OPERATIONS FOR THE THREE MONTHS
ENDED JUNE 30, 2003 COMPARED TO THE CONSOLIDATED RESULTS OF OPERATIONS FOR THE
THREE MONTHS ENDED JUNE 30, 2002
REVENUE
Our revenue increased by 106% to $80.7 million for the three months ended
June 30, 2003 from $39.2 million for the three months ended June 30, 2002. The
breakdown of revenue by business group was as follows:
CONSOLIDATED REVENUE CONSOLIDATED REVENUE
FOR THE THREE MONTHS FOR THE THREE MONTHS
ENDED JUNE 30, 2002 ENDED JUNE 30, 2003
-------------------- --------------------
(IN MILLIONS)
REVENUE
Business and Corporate Services...... $ 16.5 $ 43.6
Carrier and Operator Services........ 14.8 26.8
Consumer Internet Services........... 5.0 7.2
Mobile Services...................... 3.3 3.6
Eliminations......................... (0.4) (0.5)
------ ------
TOTAL REVENUE......................... $ 39.2 $ 80.7
21
Business and Corporate Services. Revenue from Business and Corporate
Services increased by 164% to $43.6 million for the three months ended June 30,
2003 from $16.5 million for the three months ended June 30, 2002. The primary
reason for the increase is due to the acquisition of the remaining 50% ownership
interest in Sovintel which was completed in the third quarter of 2002. We began
consolidating Sovintel into our results of operations from September 17, 2002.
Revenue for the Business and Corporate Services division of Golden Telecom
BTS increased by 7% to $4.5 million for the three months ended June 30, 2003
from $4.2 million for the three months ended June 30, 2002. The increase in
revenue was due to an increase in monthly recurring charges and increase in the
total of minutes of use by business and corporate clients offset by lower
equipment sales.
Carrier and Operator services. Revenue from Carrier and Operator Services
increased by 81% to $26.8 million for the three months ended June 30, 2003 from
$14.8 million for the three months ended June 30, 2002. The primary reason for
the increase is due to the acquisition of the remaining 50% ownership interest
in Sovintel which was completed in the third quarter of 2002. We began
consolidating Sovintel into our results of operations from September 17, 2002.
Revenue for the Carrier and Operator Services division of Golden Telecom BTS
increased by 108% to $2.5 million for the three months ended June 30, 2003 from
$1.2 million for the three months ended June 30, 2002. The increase in revenue
was due to an increase in monthly recurring charges and the termination of
increasing volumes of incoming international traffic due to an increase in the
number of cities in Ukraine licensed to perform these activities.
Consumer Internet Services. Revenue from Consumer Internet Services
increased by 44% to $7.2 million for the three months ended June 30, 2003 from
$5.0 million for the three months ended June 30, 2002. The increase is largely
the result of increases in the number of dial-up Interest subscribers from
182,555 at June 30, 2002 to 280,243 at June 30, 2003. The average revenue per
dial-up Internet subscriber increased from approximately $8.13 per month to
approximately $8.17 per month over the same period.
Mobile Services. Revenue from Mobile Services increased by 9% to $3.6
million for the three months ended June 30, 2003 from $3.3 million for the three
months ended June 30, 2002. Active subscribers increased from 36,246 at June 30,
2002 to 36,314 at June 30, 2003 and the average revenue per active subscriber
has increased by 7% to approximately $31.46 per month due to an increasing
number of subscribers on a tariff plan which allows for unlimited local calls
for a fixed payment of $99 per month.
EXPENSES
The following table shows our principal expenses for the three months ended
June 30, 2003 and June 30, 2002:
CONSOLIDATED EXPENSES CONSOLIDATED EXPENSES
FOR THE THREE MONTHS FOR THE THREE MONTHS
ENDED JUNE 30, 2002 ENDED JUNE 30, 2003
--------------------- ---------------------
(IN MILLIONS)
COST OF REVENUE
Business and Corporate Services .. $ 9.8 $ 18.9
Carrier and Operator Services .... 3.8 15.6
Consumer Internet Services ....... 3.7 4.8
Mobile Services .................. 0.7 0.6
Eliminations ..................... (0.4) (0.5)
-------------- ---------------
TOTAL COST OF REVENUE ............. 17.6 39.4
Selling, general and
administrative .................. 10.2 13.3
Depreciation and amortization ..... 6.3 10.5
Equity in losses of ventures ...... 1.2 0.1
Interest income ................... (0.3) (0.3)
Interest expense .................. 0.3 0.9
Foreign currency loss ............. 0.2 --
Provision for income taxes ........ $ 0.8 $ 4.8
Cost of Revenue
Our cost of revenue increased by 124% to $39.4 million for the three months
ended June 30, 2003 from $17.6 million for the three months ended June 30, 2002.
22
Business and Corporate Services. Cost of revenue from Business and Corporate
Services increased by 93% to $18.9 million, or 43% of revenue, for the three
months ended June 30, 2003 from $9.8 million, or 59% of revenue, for the three
months ended June 30, 2002. The decrease in cost of revenue as a percentage of
revenue is due to the acquisition of the remaining 50% ownership interest in
Sovintel which was completed in the third quarter of 2002. We began
consolidating Sovintel into our results of operations from September 17, 2002.
Cost of revenue for the Business and Corporate Services division of Golden
Telecom BTS increased by 5% to $2.1 million, or 47% of revenue, for the three
months ended June 30, 2003 from $2.0 million, or 48% of revenue, for the three
months ended June 30, 2002.
Carrier and Operator Services. Cost of revenue from Carrier and Operator
Services increased by 311% to $15.6 million, or 58% of revenue, for the three
months ended June 30, 2003 from $3.8 million, or 26% of revenue, for the three
months ended June 30, 2002. The increase in cost of revenue as a percentage of
revenue is due to the acquisition of the remaining 50% ownership interest in
Sovintel which was completed in the third quarter of 2002. We began
consolidating Sovintel into our results of operations from September 17, 2002,
increased competition in this market, and the substitution of high margin sales
of dedicated channels to lower margin services, such as voice of Internet
protocol.
Cost of revenue for the Carrier and Operator Services division of Golden
Telecom BTS increased by 125% to $1.8 million, or 72% of revenue, for the three
months ended June 30, 2003 from $0.8 million, or 67% of revenue, for the three
months ended June 30, 2002. Cost of revenue increased as a percentage of revenue
due to the increased volumes of certain lower margin international incoming
traffic revenue.
Consumer Internet Services. Cost of revenue from Consumer Internet Services
increased by 30% to $4.8 million, or 67% of revenue, for the three months ended
June 30, 2003 from $3.7 million, or 74% of revenue, for the three months ended
June 30, 2002. The decrease in cost of revenue as a percentage of revenue was
mainly due to additional low cost local interconnect capacity becoming available
in the third quarter of 2002.
Mobile Services. Cost of revenue from Mobile Services decreased by 14% to
$0.6 million, or 17% of revenue, for the three months ended June 30, 2003 from
$0.7 million, or 21% of revenue, for the three months ended June 30, 2002. The
decrease in cost of revenue as a percentage of revenue was mainly due to the
increased number of subscribers using the unlimited local call tariff plan which
does not lead to additional settlement costs with other operators.
Selling, General and Administrative
Our selling, general and administrative expenses increased by 30% to $13.3
million, or 16% of revenue, for the three months ended June 30, 2003 from $10.2
million, or 26% of revenue, for the three months ended June 30, 2002. This
increase in selling, general and administrative expenses was mainly due to
increases in employee related costs, advertising, and other selling, general and
administrative expenses arising from the consolidation of Sovintel from
September 17, 2002 into our results of operations.
Depreciation and Amortization
Our depreciation and amortization expenses increased by 67% to $10.5 million
for the three months ended June 30, 2003 from $6.3 million for the three months
ended June 30, 2002. The increase was due in part to depreciation on continuing
capital expenditures of the consolidated entities, but primarily relates to our
acquisition of the remaining 50% of Sovintel and subsequent consolidation of
Sovintel as of September 17, 2002 into our results of operations.
Equity in Losses of Ventures
The losses after interest and tax charges from our investments in
non-consolidated ventures were $0.1 million for the three months ended June 30,
2003 an improvement from losses of $1.2 million for the three months ended June
30, 2002. Our recognized looses from MCT more than offset recognized earnings at
Sovintel of $3.0 million for the three months ended June 30, 2002. The primary
decrease in equity in losses was due to writing down our investment in MCT to
zero in the second quarter of 2002 thereby recognizing no more losses from this
equity investee and the acquisition of the remaining 50% ownership interest in
Sovintel which was completed in the third quarter of 2002. We began
consolidating Sovintel into our results of operations from September 17, 2002.
23
Interest Income
Our interest income was $0.3 million for the three months ended June 30,
2003 level which was with $0.3 million for the three months ended June 30, 2002.
Interest Expense
Our interest expense was $0.9 million for the three months ended June 30,
2003 up from $0.3 million for the three months ended June 30, 2002. The increase
in the overall interest expense mainly reflects the effect of higher average
balances of debt, including capital leases. Debt, excluding capital lease
obligations, at June 30, 2003 was $2.2 million compared to $4.4 million at June
30, 2002. On June 30, 2003, we settled $30.0 million of outstanding debt plus
accrued interest under a credit facility with ZAO Citibank. We drew upon this
credit facility in the fourth quarter of 2002 to retire $30.0 million of the
$46.0 million non-interest bearing promissory note issued to Rostelecom in
connection with the acquisition of the remaining 50% ownership interest in
Sovintel. There was no penalty for the early settlement of this debt however an
additional $0.2 million of previously capitalized financing costs was recognized
during the second quarter of 2003 which was previously being recognized over the
life of the facility.
Foreign Currency Gain / Loss
Our foreign currency gain was negligible for the three months ended June 30,
2003, compared to a foreign currency loss of $0.2 million for the three months
ended June 30, 2002. The improvement in foreign currency loss to a negligible
foreign currency gain is due to a combination of movements in exchange rates and
changes in the amount of net monetary assets that we have denominated in foreign
currencies.
Provision for Income Taxes
Our charge for income taxes was $4.8 million for the three months ended June
30, 2003 compared to $0.8 million for the three months ended June 30, 2002. Our
effective tax rate was 29% for the three months ended June 30, 2003 compared to
23% for the three months ended June 30, 2002. The increase is primarily due to
the acquisition of the remaining 50% of Sovintel and subsequent consolidation of
Sovintel from September 17, 2002 into our results of operations. In addition,
there were increased levels of taxable profits being incurred in our Russian and
Ukrainian subsidiaries in the three months ended June 30, 2003 as compared to
the three months ended June 30, 2002. By the fourth quarter of 2002, we had
recognized the full amount of carry-forward tax losses at our wholly-owned
Russian subsidiary, Teleross, which previously had been recognized on a
quarterly basis.
Net Income and Net Income per Share
Our net income for the three months ended June 30, 2003 was $11.8 million,
compared to a net income of $2.8 million for the three months ended June 30,
2002.
Our net income per share of common stock increased to $0.43 for the three
months ended June 30, 2003, compared to a net income per share of $0.12 for the
three months ended June 30, 2002. The increase in net income per share of common
stock was due to the increase in net income and offset by an increase in the
number of weighted average shares to 27,479,784 in the three months ended June
30, 2003, compared to 22,652,912 in the three months ended June 30, 2002.
Our net income per share of common stock on a fully diluted basis increased
to $0.42 for the three months ended June 30, 2003, compared to a net income per
common share of $0.12 for the three months ended June 30, 2002. The increase in
net income per share of common stock on a fully diluted basis was due to the
increase in net income and offset by an increase in the number of weighted
average shares assuming dilution to 28,289,228 for the three months ended June
30, 2003, compared to 23,395,879 for the three months ended June 30, 2002.
24
CONSOLIDATED RESULTS -- CONSOLIDATED RESULTS OF OPERATIONS FOR THE SIX MONTHS
ENDED JUNE 30, 2003 COMPARED TO THE CONSOLIDATED RESULTS OF OPERATIONS FOR THE
SIX MONTHS ENDED JUNE 30, 2002
REVENUE
Our revenue increased by 110% to $159.1 million for the six months ended
June 30, 2003 from $75.6 million for the six months ended June 30, 2002. The
breakdown of revenue by business group was as follows:
CONSOLIDATED REVENUE CONSOLIDATED REVENUE
FOR THE SIX MONTHS FOR THE SIX MONTHS
ENDED JUNE 30, 2002 ENDED JUNE 30, 2003
-------------------- --------------------
(IN MILLIONS)
REVENUE
Business and Corporate Services .. $ 32.1 $ 82.6
Carrier and Operator Services .... 27.3 56.6
Consumer Internet Services ....... 10.5 14.3
Mobile services .................. 6.6 6.8
Eliminations ..................... (0.9) (1.2)
----------- -----------
TOTAL REVENUE ..................... $ 75.6 $ 159.1
Business and Corporate Services. Revenue from Business and Corporate
Services increased by 157% to $82.6 million for the six months ended June 30,
2003 from $32.1 million for the six months ended June 30, 2002. The primary
reason for the increase is due to the acquisition of the remaining 50% ownership
interest in Sovintel which was completed in the third quarter of 2002. We began
consolidating Sovintel into our results of operations from September 17, 2002.
Revenue for the Business and Corporate Services division of Golden Telecom
BTS increased by 10% to $8.8 million for the six months ended June 30, 2003 from
$8.0 million for the six months ended June 30, 2002. The increase in revenue was
due to an increase in monthly recurring charges and increase in the total of
minutes of use by business and corporate clients offset by lower equipment
sales.
Carrier and Operator services. Revenue from Carrier and Operator Services
increased by 107% to $56.6 million for the six months ended June 30, 2003 from
$27.3 million for the six months ended June 30, 2002. The primary reason for the
increase is due to the acquisition of the remaining 50% ownership interest in
Sovintel which was completed in the third quarter of 2002. We began
consolidating Sovintel into our results of operations from September 17, 2002.
Revenue for the Carrier and Operator Services division of Golden Telecom BTS
increased by 87% to $4.3 million for the six months ended June 30, 2003 from
$2.3 million for the six months ended June 30, 2002. The increase in revenue was
due to an increase in monthly recurring charges and the termination of increased
volumes of incoming international traffic due to an increase in the number of
cities in Ukraine licensed to perform these activities.
Consumer Internet Services. Revenue from Consumer Internet Services
increased by 36% to $14.3 million for the six months ended June 30, 2003 from
$10.5 million for the six months ended June 30, 2002. The increase is largely
the result of increases in the number of dial-up Internet subscribers from
182,555 at June 30, 2002 to 280,243 at June 30, 2003. The average revenue per
dial-up Internet subscriber decreased from approximately $8.98 per month to
approximately $8.28 per month over the same period.
Mobile Services. Revenue from Mobile Services increased by 3% to $6.8
million for the six months ended June 30, 2003 from $6.6 million for the six
months ended June 30, 2002. Active subscribers increased from 36,246 at June 30,
2002 to 36,314 at June 30, 2003 and the average revenue per active subscriber
has increased by 14% to approximately $33.57 per month due to an increasing
number of subscribers on a tariff plan which allows for unlimited local calls
for a fixed payment of $99 per month.
EXPENSES
The following table shows our principal expenses for the six months ended
June 30, 2003 and June 30, 2002:
25
CONSOLIDATED EXPENSES CONSOLIDATED EXPENSES
FOR THE SIX MONTHS FOR THE SIX MONTHS
ENDED JUNE 30, 2002 ENDED JUNE 30, 2003
--------------------- ---------------------
(IN MILLIONS)
COST OF REVENUE
Business and Corporate Services ..... $ 18.5 $ 35.6
Carrier and Operator Services ....... 6.8 31.7
Consumer Internet Services .......... 7.1 9.5
Mobile services ..................... 1.5 1.1
Eliminations ........................ (0.9) (1.2)
----------- -----------
TOTAL COST OF REVENUE ................ 33.0 76.7
Selling, general and administrative .. 19.9 26.8
Depreciation and amortization ........ 12.3 20.9
Equity in losses (earnings)
of ventures ......................... (0.5) --
Interest income ...................... (0.8) (0.6)
Interest expense ..................... 0.9 1.6
Foreign currency loss (gain) ........ 0.5 (0.2)
Provision for income taxes ........... 2.1 9.0
Cost of Revenue
Our cost of revenue increased by 132% to $76.7 million for the six months
ended June 30, 2003 from $33.0 million for the six months ended June 30, 2002.
Business and Corporate Services. Cost of revenue from Business and Corporate
Services increased by 92% to $35.6 million, or 43% of revenue, for the six
months ended June 30, 2003 from $18.5 million, or 58% of revenue, for the six
months ended June 30, 2002. The decrease as a percentage of revenue is due to
the acquisition of the remaining 50% ownership interest in Sovintel which was
completed in the third quarter of 2002. We began consolidating Sovintel into our
results of operations from September 17, 2002.
Cost of revenue for the Business and Corporate Services division of Golden
Telecom BTS increased by 8% to $4.1 million, or 47% of revenue, for the six
months ended June 30, 2003 and was $3.8 million, or 48% of revenue, for the six
months ended June 30, 2002.
Carrier and Operator Services. Cost of revenue from Carrier and Operator
Services increased by 366% to $31.7 million, or 56% of revenue, for the six
months ended June 30, 2003 from $6.8 million, or 25% of revenue, for the six
months ended June 30, 2002. The increase as a percentage of revenue is due to
the acquisition of the remaining 50% ownership interest in Sovintel which was
completed in the third quarter of 2002. We began consolidating Sovintel into our
results of operations from September 17, 2002, increased competition in this
market, and the substitution of high margin sales of dedicated channels to
lower margin services, such as voice of Internet Protocol.
Cost of revenue for the Carrier and Operator Services division of Golden
Telecom BTS increased by 93% to $2.9 million, or 67% of revenue, for the six
months ended June 30, 2003 and was $1.5 million, or 65% of revenue, for the six
months ended June 30, 2002. Cost of revenue increased as a percentage of revenue
due to the increased of lower margin international incoming traffic.
Consumer Internet Services. Cost of revenue from Consumer Internet Services
increased by 34% to $9.5 million, or 66% of revenue, for the six months ended
June 30, 2003 from $7.1 million, or 68% of revenue, for the six months ended
June 30, 2002. The decrease as a percentage of revenue was mainly due to
additional low cost interconnect capacity becoming available in the third
quarter of 2002.
Mobile Services. Cost of revenue from Mobile Services decreased by 27% to
$1.1 million, or 16% of revenue, for the six months ended June 30, 2003 from
$1.5 million, or 23% of revenue, for the six months ended June 30, 2002. The
cost of revenue as a percentage of revenue decreased due to the increased number
of subscribers using the unlimited local call tariff plan which does not lead to
additional settlement costs with other operators.
Selling, General and Administrative
Our selling, general and administrative expenses increased by 35% to $26.8
million, or 17% of revenue, for the six months ended June 30, 2003 from $19.9
million, or 26% of revenue, for the six months ended June 30, 2002. This
increase in selling, general and administrative expenses was mainly due to
increases in employee related costs, advertising, and other selling, general and
administrative expenses arising from the consolidation of Sovintel from
September 17, 2002 into our results of operations.
26
Depreciation and Amortization
Our depreciation and amortization expenses increased by 70% to $20.9 million
for the six months ended June 30, 2003 from $12.3 million for the six months
ended June 30, 2002. The increase was due in part to depreciation on continuing
capital expenditures of the consolidated entities, but primarily relates to our
acquisition of the remaining 50% of Sovintel and subsequent consolidation of
Sovintel as of September 17, 2002 into our results of operations.
Equity in Earnings of Ventures
The earnings after interest and tax charges from our investments in
non-consolidated ventures was negligible for the six months ended June 30, 2003
down from earnings of $0.5 million for the six months ended June 30, 2002. We
recognized earnings at Sovintel of $6.0 million for the six months ended June
30, 2002, which more than offset our recognized losses in MCT. The decrease in
equity in earnings was due to the acquisition of the remaining 50% of Sovintel
and its subsequent consolidation as of September 17, 2002 into our results of
operations partly offset by writing down our investment in MCT to zero in the
second quarter of 2002 thereby recognizing no more losses from this equity
investee.
Interest Income
Our interest income was $0.6 million for the six months ended June 30, 2003
down from $0.8 million for the six months ended June 30, 2002. The decrease in
interest income mainly reflects lower interest rates earned on deposits in
short-term US money market funds.
Interest Expense
Our interest expense was $1.6 million for the six months ended June 30, 2003
up from $0.9 million for the six months ended June 30, 2002. The increase in
overall interest expense mainly reflects the effect of higher average balances
of debt, including capital leases. Debt, excluding capital lease obligations, at
June 30, 2003 was $2.2 million compared to $4.4 million at June 30, 2002. On
June 30, 2003, we settled $30.0 million of outstanding debt plus accrued
interest under a credit facility with ZAO Citibank. There was no penalty for the
early settlement of this debt however an additional $0.2 million of previously
capitalized financing costs was recognized during the second quarter of 2003
which was previously being recognized over the life of the facility.
Foreign Currency Gain / Loss
Our foreign currency gain was $0.2 million for the six months ended June 30,
2003, compared to a foreign currency loss of $0.5 million for the six months
ended June 30, 2002. The improvement in foreign currency loss to foreign
currency gain is due to the combination of movements in exchange rates and
changes in the amount of net monetary assets that we have denominated in foreign
currencies.
Provision for Income Taxes
Our charge for income taxes was $9.0 million for the six months ended June
30, 2003 compared to $2.1 million for the six months ended June 30, 2002. Our
effective tax rate was 27% for the six months ended June 30, 2003 compared to
23% for the six months ended June 30, 2002. The increase is primarily due to the
acquisition of the remaining 50% of Sovintel and subsequent consolidation of
Sovintel from September 17, 2002 into our results of operations. In addition,
there were increased levels of taxable profits being incurred in our Russian and
Ukrainian subsidiaries in the six months ended June 30, 2003 as compared to the
six months ended June 30, 2002. By the fourth quarter of 2002, we had recognized
the full amount of carry-forward tax losses at our wholly-owned Russian
subsidiary, Teleross, which previously had been recognized on a quarterly basis.
Cumulative Effect of a Change in Accounting Principle
We adopted SFAS No. 142 "Accounting for Goodwill," effective from January 1,
2002. As a result, we recorded a cumulative effect of a change in accounting
principle for negative goodwill (deferred credit) arising on our equity method
investments in the amount of $1.0 million for the six months ended June 30,
2003.
27
Net Income and Net Income per Share
Our net income for the six months ended June 30, 2003 was $24.7 million,
compared to a net income of $9.0 million for the six months ended June 30, 2002.
Our net income per share of common stock increased to $0.90 for the six
months ended June 30, 2003, compared to a net income per share of $0.40 for the
six months ended June 30, 2002. The increase in net income per share of common
stock was due to the increase in net income and offset by an increase in the
number of weighted average shares to 27,271,078 in the six months ended June 30,
2003, compared to 22,593,244 in the six months ended June 30, 2002.
Our net income per share of common stock on a fully diluted basis increased
to $0.89 for the six months ended June 30, 2003, compared to a net income per
common share of $0.39 for the six months ended June 30, 2002. The increase in
net income per share of common stock on a fully diluted basis was due to the
increase in net income and offset by an increase in the number of weighted
average shares assuming dilution to 27,835,614 the six months ended June 30,
2003, compared to 23,061,724 for the six months ended June 30, 2002.
CONSOLIDATED FINANCIAL POSITION -- SIGNIFICANT CHANGES IN CONSOLIDATED
FINANCIAL POSITION AT JUNE 30, 2003 COMPARED TO CONSOLIDATED FINANCIAL
POSITION AT DECEMBER 31, 2002
Accounts Receivable
Accounts receivable increased from December 31, 2002 to June 30, 2003 as a
result of increased revenue during the period ended June 30, 2003 and delays in
timing of certain cash collections as we commenced integrating customer
databases and billing information from TeleRoss into Sovintel.
Debt Obligations
Our debt position decreased at June 30, 2003 as compared to December 31,
2002 as a result of retiring our debt that consisted mainly of ROL Holdings
Citibank Credit Facility of $30.0 million.
Stockholders' Equity
Shareholders' equity increased from December 31, 2002 to June 30, 2003 as a
result of our net income of $24.7 million and proceeds of approximately $8.0
million received from the exercise of stock options.
INCOME TAXES
Our effective rate of income tax differs from the US statutory rate due to
the impact of the following factors (1) different income tax rates and
regulations apply in the countries where we operate; and (2) amortization of
certain acquired intangible assets is not deductible for income tax purposes. We
have not recorded a tax benefit in relation to our US net operating loss
carry-forward amount as our taxable US income is largely comprised of interest
income and dividends which we do not expect to continue over the longer term. In
2002, as a result of our Russian and Ukrainian subsidiaries profitability for
Russian and Ukrainian statutory purposes and reasonable certainty of future
profits, we recorded deferred tax assets in the respective Russian and Ukrainian
subsidiaries.
LIQUIDITY AND CAPITAL RESOURCES
Our cash and cash equivalents were $55.3 million and $59.6 million as of
June 30, 2003 and December 31, 2002, respectively. Our total restricted cash was
$1.1 million and $1.5 million as of June 30, 2003, and December 31, 2002,
respectively. The restricted cash is maintained in connection with certain of
our debt obligations as described below.
28
During the six months ended June 30, 2003 we had net cash inflows of $45.7
million from our operating activities. During the six months ended June 30,
2002, we had net cash inflows of $19.4 million from our operating activities.
This increase in net cash inflows from operating activities at June 30, 2003 is
mainly due to the increase in net income, increased revenues, and the
consolidation of Sovintel into our results of operations and financial position
from September 17, 2002. We used cash of $26.2 million for investing activities
for the six months ended June 30, 2003 which were principally attributable to
building our telecommunications networks. We had cash inflows of $1.8 million
from investing activities for the six months ended June 30, 2002 which were
principally attributable to proceeds received from investments available for
sale, partially offset by cash outflows attributable to building our
telecommunications networks. Network investing activities totaled $27.8 million
for the six months ended June 30, 2003 and included capital expenditures
principally attributable to building out our telecommunications network and the
purchase of additional numbering capacity. Network investing activities totaled
$10.0 million for the six months ended June 30, 2002 and included capital
expenditures principally attributable to building our telecommunications
network. For the six months ended June 30, 2002, we recovered funds from escrow
of $3.0 million in association with our acquisition of PTK in June 2001.
We had working capital of $60.9 million as of June 30, 2003 and $56.5
million as of December 31, 2002. At June 30, 2003, we had total debt, excluding
capital lease obligations, of approximately $2.2 million, of which $1.4 million
were current maturities. At December 31, 2002, we had total debt, excluding
capital lease obligations, of approximately $33.1 million, of which $9.0 million
were current maturities. Total debt includes amounts that were fully
collateralized by restricted cash. At June 30, 2003 and December 31, 2002 none
of our debt was at fixed interest rates. In June 2003, we settled early $30.0
million of outstanding debt plus accrued interest under a credit facility with
ZAO Citibank. There was no penalty for the early settlement of this debt however
an additional $0.2 million of previously capitalized financing costs was
recognized as interest expense which was previously being recognized over the
life of the facility.
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 back-to-back, seven-year credit facility for up to $22.7
million from a Russian subsidiary of Citibank. 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
ventures. In a second, similar facility, we provide full cash collateral for a
short term back-to-back, revolving, credit facility for up to $10.0 million from
the same bank for two of our larger Russian operating companies. The funding
level as of June 30, 2003 for all these facilities totaled $1.1 million, of
which $0.3 million was funded to our consolidated subsidiaries and $0.8 million
was funded to our non-consolidated entities.
In order for us to compete successfully, we may require substantial capital
to continue to develop our networks and meet the funding requirements of our
operations and ventures, including possible losses from operations. We may also
require capital for our acquisition and business development initiatives. The
net proceeds from our IPO, our private placement and our operating cash flows
have been applied to these funding requirements. We also expect to fund these
requirements through additional cash flow from operations, proceeds from
additional equity and debt offerings that we may conduct, and debt financing
facilities.
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 with collateralization and through the
divestment of non-core assets, or combinations of the above. In the case
especially large or numerous acquisitions do not materialize, we expect our
current sources of funding to finance our capital requirements for the next 12
to 18 months. The actual amount and timing of our future capital requirements
may differ materially from our current estimates because of changes or
fluctuations in our anticipated acquisitions, investments, revenue, operating
costs and network expansion plans and access to alternative sources of financing
on favorable terms. Further, in order for us to compete successfully, we may
require substantial capital to continue to develop our networks and meet the
funding requirements of our operations and ventures, including any possible
losses from operations. We will also require capital for other acquisition and
business development initiatives. We expect to fund these requirements through
our cash on hand, cash flow from operations, proceeds from additional equity and
debt offerings that we may conduct, and debt financing facilities.
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.
29
As part of our drive to increase our network capacity, reduce costs and
improve the quality of our service, we have leased additional fiber optic and
satellite-based network capacity. The terms of these leases are generally five
years or more and can involve significant advance payments. As demand for our
telecommunication services increases we expect to enter into additional capacity
agreements and may make significant financial commitments, in addition to our
existing commitments.
As of June 30, 2003, we had the following contractual obligations, including
short- and long-term debt arrangements, commitments for future payments under
non-cancelable lease arrangements and purchase obligations:
PAYMENTS DUE BY PERIOD
(IN THOUSANDS)
LESS 1 - 3 4 - 5
TOTAL THAN 1 YEAR YEARS YEARS
----------- ----------- ----------- -----------
Short- and long-term debt .... $ 2,159 $ 1,399 $ 525 $ 235
Capital lease obligations .... 6,529 1,859 4,277 393
Non-cancelable lease
obligations ................. 3,273 1,348 1,925 --
Purchase obligations ......... 10,967 5,292 5,675 --
----------- ----------- ----------- -----------
Total contractual cash
obligations ................. $ 22,928 $ 9,898 $ 12,402 $ 628
=========== =========== =========== ===========
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) future acquisitions and
capital expenditures, including our plans to fund such acquisitions and capital
expenditures (ii) projected traffic volumes, tariff levels, subscriber numbers
and other growth indicators; (iii) anticipated revenues and expenses, including
taxes; (iv) the Company's competitive environment; (v) the Company's potential
liability for litigation; (vi) the Company's future tax liability; (vii) future
performance of consolidated and equity method investments; (viii) the
anticipated effect of recent accounting pronouncements; (ix) recognition of
doubtful accounts and (x) the political, regulatory and financial situation in
the markets in which we operate, are forward-looking and concern the Company's
projected operations, economic performance and financial condition. These
forward-looking statements are made pursuant to the safe harbor provisions of
the Securities Litigation Reform Act of 1995. It is important to note that such
statements involve risks and uncertainties and 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 increased
and intense downward price pressures on some of the services that we offer.
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, 2002.
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," "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 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
30
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.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Controls and Procedures
The Company maintains disclosure controls and procedures, which have been
designed to ensure that material information related to Golden Telecom, Inc.
including its consolidated and non-consolidated subsidiaries, is made known to a
disclosure committee on a regular basis. In response to recent legislation and
proposed regulations, the Company has reviewed the internal control structure
and disclosure controls and procedures pursuant to Rule 13a-14 and 15(d)-14(c)
under the Securities and Exchange Act of 1934, as amended. Although the Company
believes that the pre-existing disclosure controls and procedures were adequate
to enable the Company to comply with the Company's disclosure obligations, as a
result of such review, the Company implemented minor changes, primarily to
formalize and document certain procedures already in place. The Company also
established a disclosure committee comprised of certain members of the Company's
senior management.
As of June 30, 2003, the disclosure committee carried out an evaluation,
under the supervision and with the participation of the Company's management,
including the Company's Chief Executive Officer and Chief Financial Officer, of
the effectiveness of the design and operation of the Company's disclosure
controls and procedures. Based upon that evaluation, the Chief Executive Officer
and Chief Financial Officer concluded that the Company's disclosure controls and
procedures are effective in causing material information to be recorded,
processed, summarized, and reported by management of the Company on a timely
basis and to ensure that the quality and timeliness of the Company's public
disclosures complies with the SEC disclosure requirements.
Changes in Controls and Procedures
There were no significant changes in the Company's internal controls or in other
factors that could significantly affect these internal controls after the date
of our most recent evaluation.
31
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On May 20, 2003, the Company held its annual meeting of shareholders. In
connection with the meeting, the Company solicited proxies pursuant to
Regulation 14 under the Securities Exchange Act of 1934 from holders of record
of its common stock as of March 28, 2003. Each of the Company's nine nominees
for election to its Board of Directors was elected to a term ending at the
Company's annual meeting of shareholders to be held in 2004. One additional
proposal was submitted to shareholders for approval and was approved.
(1) The votes cast for each of the Company's nine nominees for election to
the GTI's Board of Directors were as follows:
NOMINEE FOR WITHHELD
-------------------------- ----------------- -------------
Stan M. Abbeloos 25,106,646 409
Vladimir Androsik 25,106,046 1,009
Peter Aven 25,106,646 409
Michael Calvey 25,106,646 409
Ashley Dunster 25,106,646 409
David Herman 25,106,646 409
Andrey Kosogov 25,106,646 409
Michael North 25,106,046 1,009
Alexander Vinogradov 25,106,046 1,009
(2) Ratification of selection of Ernst & Young (CIS) Limited as the
Company's independent auditors for 2003 - FOR 25,102,058 shares;
AGAINST 4,997 shares; ABSTAIN 0 shares.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits
DESIGNATION DESCRIPTION
----------- -----------
31.1 Certification of the Principal Executive Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
31.2 Certification of the Principal Financial Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
32.1 Certification of the Chief Executive Officer Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
32.2 Certification of the Chief Financial Officer Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
b) Reports on Form 8-K
DATE OF REPORT SUBJECT OF REPORT
-------------- -----------------
April 28, 2003 Golden Telecom, Inc. announces its first quarter 2003 results.
May 16, 2003 Golden Telecom, Inc. announces signing of a Memorandum of Understanding to acquire
100% ownership interest in OOO Sibchallenge Telecom and 100% of the issued and
outstanding shares of ZAO Tel.
June 25, 2003 Golden Telecom, Inc. announces holding preliminary discussions with Telenor over the
possible acquisition of 100% of OOO Comincom in exchange for newly issued shares of
GTI and the proposed underwritten offering of GTI Common Stock by certain of GTI's
stockholder's.
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/ MICHAEL D WILSON
-------------------------------------
Name: Michael D. Wilson
Title: Corporate Controller
(Principal Accounting Officer)
Date: August 13, 2003
33
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
-------- -----------
31.1 Certification of the Principal Executive Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
31.2 Certification of the Principal Financial Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
32.1 Certification of the Chief Executive Officer Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
32.2 Certification of the Chief Financial Officer Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002