FORM 6-K

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Report of Foreign Issuer
August 20, 2014

 

Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934

 

Commission file number:  333-12032

 

Mobile TeleSystems OJSC

(Exact name of Registrant as specified in its charter)

Russian Federation

(Jurisdiction of incorporation or organization)

 

4, Marksistskaya Street
Moscow 109147
Russian Federation

(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

 

Form 20-F   x   Form 40-F   o

 

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

 

Yes   o   No   x

 

 

 



 

GRAPHIC

 

Press release

 

Mobile TeleSystems Announces Financial Results for the Second Quarter Ended June 30, 2014

 

August 20, 2014

 

Moscow, Russian Federation — Mobile TeleSystems OJSC (“MTS” - NYSE: MBT), the leading telecommunications provider in Russia and the CIS, today announces its unaudited US GAAP financial results for the three months ended June 30, 2014.

 

Key Financial Highlights of Q2 2014

 

·                  Consolidated Group revenues increased 1.4% y-o-y to RUB 98.9 billion

 

·                  Mobile service revenue in Russia rose 6.3% y-o-y to RUB 70.9 billion

 

·                  Data traffic revenue in Russia grew 39.7% y-o-y to RUB 15.3 billion

 

·                  Fixed-line revenue in Russia grew 2.6% q-on-q to RUB 15.6 billion

 

·                  Consolidated Group OIBDA net of one-off effect due to compensation for the settlement over Bitel LLC(1) down 0.6% y-o-y to RUB 43.2 billion

 

·                  Group OIBDA margin net of one-off effect due to compensation for the settlement over Bitel LLC fell slightly 0.9 pp to 43.7%

 

·                  Consolidated net income(2) of RUB 21.1 billion

 

·                  Free cash-flow from continuing operations(3) adjusted for the compensation for the settlement over Bitel LLC increased 12.0% to RUB 46.0 billion for the six months ended June 30, 2014

 

Key Corporate and Industry Highlights

 

·                  MTS`s brand was included in the BrandZ™ Top 100 Most Valuable Global Brands 2014 ranking for the seventh consecutive year and placed ninth among the Top 10 leading telecommunications brands in the world. MTS ranked #80 overall among the top 100 global brands.

 

·                  Acquired a 10.82% stake in Ozon Holdings (“Ozon”), the leading Russian e-commerce company

 

·                  Sold a remaining 49% stake in Business-Nedvizhimost CJSC to Sistema JSFC  for RUB 3.1 billion

 

·                  Redeemed the remaining amount of RUB 15.0 billion series 04 bond

 

·                  Completed dividend payment of RUB 18.6 per ordinary MTS share (RUB 37.2 per ADR), or a total of RUB 38.4 billion, based on the full-year 2013 financial results.

 

·                  Launched LTE networks in 25 regions throughout Russia

 


(1) See Attachment A for definitions and reconciliation of OIBDA and OIBDA margin to their most directly comparable US GAAP financial measures.

(2) Attributable to the Group.

(3) See Attachment B for reconciliation of free cash-flow to net cash provided by operating activity.

 

2



 

·                  Semi-annual dividend recommendation by the MTS Board of RUB 6.2 per ordinary MTS share (RUB 12.4 per ADR) amounting to the total of RUB 12.8 billion on the basis of the H1 2014 results. The EGM to approve the dividends will be held on September 30, 2014

 

·                  Signed a settlement agreement with the Republic of Uzbekistan, which may allow the Company to relaunch operations through a joint venture with the government of Uzbekistan

 

·                  Moody`s Investor Service has upgraded MTS’s senior unsecured issuer rating from Ba2 to Baa3 with a stable outlook. This represents a two-notch upgrade and classifies MTS as investment grade

 

·                  Standard & Poor’s Ratings Services raised MTS`s corporate credit rating to ‘BBB-’ from ‘BB+’. The outlook on the foreign currency rating is negative and that on the local currency rating is stable. Ratings on the Company’s senior unsecured debt were raised to ‘BBB-’ from ‘BB+’. This represents a one-notch upgrade and classifies MTS as investment grade

 

Commentary

 

Mr. Andrei Dubovskov, President and CEO of MTS, “During the quarter we increased our Group revenues by 1.4% year-over-year to RUB 98.9 billion. We realized strong growth in our core Russian market and saw positive dynamics in Ukraine, Armenia and Turkmenistan despite macroeconomic issues. Growth in our markets, however, was offset by significant hryvna depreciation in Ukraine, while in Armenia, slight year-on-year weakness was mitigated by strong sequential growth.”

 

Mr. Vasyl Latsanych, MTS Vice President for Marketing, said, “In Q2, our Russian business grew 4.5% year-over-year to RUB 90.4 billion. Driving this growth were exceptionally strong mobile service revenues, which increased by 6.3% year-over-year. Key drivers included: greater adoption of data plans as smartphone penetration among our active subscribers reached 37.0%; upselling existing subscribers on data plans; increase in the subscriber base as we added 5.6 million subscribers during the year; and stable churn dynamics. We continued to see greater challenges in our Ukraine business unit, but we delivered growth year-over-year. In local currency, its revenues grew 2% year-over-year UAH 2.6 billion as MTS expanded its subscriber base.”

 

Mr. Alexey Kornya, MTS Vice President and Chief Financial Officer, said, “In Q2 2014, Group OIBDA declined by 2.6% year-over-year to over RUB 43.2 billion. In the second quarter of 2013 we realized one-off gain related to the compensation we received for the settlement over Bitel LLC. Without this effect, our OIBDA declined by 0.6%. The decline was largely attributable to macroeconomic factors impacting our business in Ukraine and greater G&A expenses due to roll-out of our mobile and fixed networks in Russia. Our OIBDA margin net of the Bitel LLC settlement declined year-over-year by merely 0.9pp to 43.7%. In Russia, OIBDA grew by 2.8% year-over-year to RUB 40.3 billion. This reflects our sustained revenue growth and increased share of high-margin data revenues in the revenue mix. In Ukraine, OIBDA declined by 3.1% to nearly UAH 1.3 billion. During the quarter, profitability was pressured by an increase in frequency fees and higher electricity costs. We also saw a currency devaluation effect as some of cost items, including roaming and SIM cards, are denominated in non-hryvna currencies.”

 

He continued, “For the period, Group net income from continuing operations increased Q-o-Q by 61.9% to RUB 21.1 billion. Primarily we benefitted from a non-cash FOREX gain in the amount of RUB 4.2 billion due to ruble appreciation versus the previous quarter. Operating cash flow from continuing operations for the first six months of 2014 increased slightly by 2.7% relative to the same period in 2013. Free cash flow for the first six months of 2013 adjusted for compensation for the settlement over Bitel LLC received in Q2 2013 — increased by 12.0% year-over-year.”

 

3



 

Mr. Andrei Dubovskov, President and CEO of MTS, added, “For now, as our results indicate, our business remains strong. However, macroeconomic weakness and uncertain political environment in Ukraine, however, force us to alter our full year guidance. While we expect Russia still to grow at the high end of our initial guidance of 3-5%, developments in Ukraine will limit Group growth to at least 1% in revenue for 2014. We should anticipate stable OIBDA year-over-year.  Growth in our Russian markets will be offset by the decrease in profitability in our non-Russian assets, as well as the absence of certain positive one-offs we realized in 2013.  Our CAPEX spending too should come in at 90 billion rubles, which is consistent with the guidance we gave at the beginning of the year.”

 

Additional Information

 

MTS continues to see sustained macroeconomic volatility in its markets of operations that may impact the financial and operational performance throughout the Group

 

This press release provides a summary of some of the key financial and operating indicators for the period ended June 30, 2014. For full disclosure materials, please visit http://www.mtsgsm.com/resources/reports/.

 

4



 

Financial Summary

 

RUB mln

 

Q2’14

 

Q2’13

 

y-o-y

 

Q1’14

 

q-o-q

 

Revenues

 

98,860

 

97,450

 

1.4

%

97,562

 

1.3

%

OIBDA

 

43,231

 

44,385

 

-2.6

%

41,451

 

4.3

%

- margin

 

43.7

%

45.5

%

-1.8

pp

42.5

%

+1.2

pp

Net operating income

 

24,973

 

25,566

 

-2.3

%

23,437

 

6.6

%

- margin

 

25.3

%

26.2

%

-0.9

pp

24.0

%

+1.3

pp

Net income from continuing operations

 

21,089

 

25,364

 

-16.9

%

13,025

 

61.9

%

- margin

 

21.3

%

26.0

%

-4.7

pp

13.4

%

+7.9

pp

Net income attributable to the Group

 

21,089

 

29,046

 

-27.4

%

13,025

 

61.9

%

- margin

 

21.3

%

29.8

%

-8.5

pp

13.4

%

+7.9

pp

 

Russia Highlights

 

RUB mln

 

Q2’14

 

Q2’13

 

y-o-y

 

Q1’14

 

q-o-q

 

Revenues(4)

 

90,390

 

86,460

 

4.5

%

87,252

 

3.6

%

- mobile

 

70,884

 

66,711

 

6.3

%

67,965

 

4.3

%

- fixed

 

15,584

 

15,737

 

-1.0

%

15,184

 

2.6

%

-sales of handsets & accessories

 

5,858

 

5,823

 

0.6

%

6,065

 

-3.4

%

OIBDA

 

40,309

 

39,222

 

2.8

%

37,773

 

6.7

%

- margin

 

44.6

%

45.4

%

-0.8

pp

43.3

%

+1.3

pp

Net income

 

19,450

 

19,535

 

-0.4

%

9,610

 

102.4

%

- margin

 

21.5

%

22.6

%

-1.1

pp

11.0

%

+10.5

pp

 

 

 

Q2’13

 

Q3’13

 

Q4’13

 

Q1’14

 

Q2’14

 

ARPU (RUB)

 

305.8

 

318.7

 

314.8

 

299.2

 

308.2

 

MOU (min)

 

332

 

337

 

345

 

325

 

342

 

Churn rate (%)

 

9.4

%

9.1

%

9.0

%

9.1

%

9.4

%

 

Ukraine Highlights

 

UAH mln

 

Q2’14

 

Q2’13

 

y-o-y

 

Q1’14

 

q-o-q

 

Revenues

 

2,563

 

2,507

 

2.2

%

2,418

 

6.0

%

OIBDA

 

1,276

 

1,317

 

-3.1

%

1,236

 

3.3

%

- margin

 

49.8

%

52.5

%

-2.7

pp

51.1

%

-1.3

pp

Net income

 

768

 

641

 

19.8

%

1,034

 

-25.8

%

- margin

 

29.9

%

25.6

%

+4.3

pp

42.8

%

-12.9

pp

 


(4) Revenue, net of intercompany between mobile and fixed.

 

5



 

 

 

Q2’13

 

Q3’13

 

Q4’13

 

Q1’14

 

Q2’14

 

ARPU (UAH)

 

38.32

 

38.92

 

35.08

 

34.93

 

36.31

 

MOU (min)

 

580

 

561

 

557

 

544

 

552

 

Churn rate (%)

 

6.0

%

6.6

%

6.8

%

6.3

%

5.7

%

SAC (UAH)

 

56.2

 

57.1

 

53.3

 

49.4

 

50.8

 

- dealer commission

 

30.2

 

36.7

 

29.7

 

29.4

 

31.2

 

- adv&mktg

 

16.8

 

12.6

 

14.8

 

12.1

 

13.3

 

- handset subsidy

 

1.2

 

0.6

 

0.9

 

0.7

 

0.8

 

- SIM card & voucher

 

8.0

 

7.1

 

7.8

 

7.2

 

5.6

 

 

Armenia Highlights

 

AMD mln

 

Q2’14

 

Q2’13

 

y-o-y

 

Q1’14

 

q-o-q

 

Revenues

 

18,876

 

19,823

 

-4.8

%

17,138

 

10.1

%

OIBDA

 

9,043

 

10,369

 

-12.8

%

7,802

 

15.9

%

- margin

 

47,9

%

52.3

%

-4.4

pp

45.5

%

+2.4

pp

Net income

 

1,934

 

2,876

 

-32.8

%

1,855

 

4.3

%

- margin

 

10.2

%

14.5

%

-4.3

pp

10.8

%

-0.6

pp

 

 

 

Q2’13

 

Q3’13

 

Q4’13

 

Q1’14

 

Q2’14

 

ARPU (AMD)

 

2,750.2

 

3,108.2

 

2,690.6

 

2,316.3

 

2,534.1

 

MOU (min)

 

365

 

389

 

398

 

399

 

445

 

Churn rate (%)

 

8.6

%

8.0

%

6.5

%

6.3

%

7.2

%

SAC (AMD)

 

6,287.4

 

6,077.1

 

6,800.7

 

5,129.8

 

5,302.3

 

 

Turkmenistan Highlights

 

TMT mln

 

Q2’14

 

Q2’13

 

y-o-y

 

Q1’14

 

q-o-q

 

Revenues

 

69

 

63

 

10.7

%

66

 

5.4

%

OIBDA

 

31

 

21

 

48.1

%

26

 

19.8

%

- margin

 

44.3

%

33.1

%

+11.2

pp

39.0

%

+5.3

pp

Net income

 

27

 

14

 

92.2

%

21

 

27.9

%

- margin

 

38.6

%

22.2

%

+16.4

pp

31.8

%

+6.8

pp

 

 

 

Q2’13

 

Q3’13

 

Q4’13

 

Q1’14

 

Q2’14

 

ARPU (TMT)

 

11.1

 

12.0

 

11.9

 

11.0

 

11.8

 

MOU (min)

 

527

 

541

 

531

 

505

 

499

 

Churn rate (%)

 

17

%

6.7

%

11.1

%

11.5

%

10.2

%

SAC (TMT)

 

13.6

 

18.1

 

22.1

 

23.9

 

24.1

 

 

6



 

CAPEX Highlights

 

RUB mln

 

FY 2011

 

FY 2012

 

FY 2013

 

H1’14

 

Russia

 

66,869

 

82,896

 

70,910

 

27,071

 

- as % of rev

 

21.4

%

24.5

%

20.0

%

15.2

%

Ukraine

 

4,487

 

4,125

 

8,840

 

1,421

 

- as % of rev

 

13.4

%

10.9

%

22.2

%

8.2

%

Armenia

 

1,344

 

751

 

1,093

 

172

 

- as % of rev

 

22.8

%

12.5

%

17.5

%

5.6

%

Turkmenistan

 

n/a

 

11

 

732

 

207

 

- as % of rev

 

n/a

 

3.4

%

25.8

%

12.5

%

Group

 

72,798

 

87,783

 

81,575

 

28,871

 

- as % of rev

 

20.9

%

23.2

%

20.5

%

14.7

%

 

* * *

 

For further information, please contact in Moscow:

 

Joshua B. Tulgan

Director, Corporate Finance & Investor Relations

Mobile TeleSystems OJSC

Tel: +7 495 223 2025

E-mail: ir@mts.ru

 

Learn more about MTS. Visit the official blog of the Investor Relations Department at www.mtsgsm.com/blog/ and follow us on Twitter: JoshatMTS

 

* * *

 

Mobile TeleSystems OJSC (“MTS”) is the leading telecommunications group in Russia and the CIS, offering mobile and fixed voice, broadband, pay TV as well as content and entertainment services in one of the world’s fastest growing regions. Including its subsidiaries, the Group services over 100 million mobile subscribers. The Group has been awarded GSM licenses in Russia, Ukraine, Turkmenistan, Armenia and Belarus, a region that boasts a total population of more than 200 million. Since June 2000, MTS’ Level 3 ADRs have been listed on the New York Stock Exchange (ticker symbol MBT). Additional information about the MTS Group can be found at www.mtsgsm.com.

 

* * *

 

Some of the information in this press release may contain projections or other forward-looking statements regarding future events or the future financial performance of MTS, as defined in the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. You can identify forward looking statements by terms such as “expect,” “believe,” “anticipate,” “estimate,” “intend,” “will,” “could,” “may” or “might,” and the negative of such terms or other similar expressions.  We wish to caution you that these statements are only predictions and that actual events or results may differ materially. We do not undertake or intend to update these statements to reflect events and circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events. We refer you to the documents MTS files from time to time with the U.S. Securities and Exchange Commission, specifically the Company’s most recent Form 20-F. These documents contain and identify important factors, including those contained in the section captioned “Risk Factors” that could cause the actual results to differ materially from those contained in our projections or forward-looking statements, including, among others, the severity and duration of current economic and financial conditions, including volatility in interest and exchange rates, commodity and equity prices and the value of financial assets; the impact of Russian, U.S. and other foreign government programs to restore liquidity and stimulate national and global economies, our ability to maintain our current credit rating and the impact on our funding costs and competitive position if we do not do so, strategic actions, including acquisitions and dispositions and our success in integrating acquired businesses, potential fluctuations in quarterly results, our competitive environment, dependence on new service development and tariff structures, rapid technological and market change, acquisition strategy, risks associated with telecommunications infrastructure, governmental regulation of the telecommunications industries and other risks associated with operating in Russia and the CIS, volatility of stock price, financial risk management and future growth subject to risks.

 

* * *

 

7



 

Attachments to the Second Quarter 2014
Earnings Press Release

 

Attachment A

 

Non-GAAP financial measures. This press release includes financial information prepared in accordance with accounting principles generally accepted in the United States of America, or US GAAP, as well as other financial measures referred to as non-GAAP. The non-GAAP financial measures should be considered in addition to, but not as a substitute for, the information prepared in accordance with US GAAP. Due to the rounding and translation practices, Russian ruble and functional currency margins, as well as other non-GAAP financial measures, may differ.

 

Operating Income before Depreciation and Amortization (OIBDA) and OIBDA margin. OIBDA represents operating income before depreciation and amortization. OIBDA margin is defined as OIBDA as a percentage of our net revenues. OIBDA may not be similar to OIBDA measures of other companies, is not a measurement under accounting principles generally accepted in the United States and should be considered in addition to, but not as a substitute for, the information contained in our consolidated statement of operations and comprehensive income. We believe that OIBDA provides useful information to investors because it is an indicator of the strength and performance of our ongoing business operations, including our ability to fund discretionary spending such as capital expenditures, acquisitions of mobile operators and other investments and our ability to incur and service debt. While depreciation and amortization are considered operating costs under generally accepted accounting principles, these expenses primarily represent the non-cash current period allocation of costs associated with long-lived assets acquired or constructed in prior periods. Our OIBDA calculation is commonly used as one of the bases for investors, analysts and credit rating agencies to evaluate and compare the periodic and future operating performance and value of companies within the wireless telecommunications industry. OIBDA can be reconciled to our consolidated statements of operations as follows:

 

Group (RUB mln)

 

Q2’13

 

Q3’13

 

Q4’13

 

Q1’14

 

Q2’14

 

Operating income

 

25,566

 

27,395

 

27,219

 

23,437

 

24,973

 

Add: D&A

 

18,819

 

18,895

 

17,769

 

18,014

 

18,258

 

OIBDA

 

44,385

 

46,290

 

44,988

 

41,451

 

43,231

 

 

Russia (RUB mln)

 

Q2’13

 

Q3’13

 

Q4’13

 

Q1’14

 

Q2’14

 

Operating income

 

22,977

 

25,167

 

25,865

 

22,464

 

24,150

 

Add: D&A

 

16,245

 

16,356

 

15,243

 

15,310

 

16,159

 

OIBDA

 

39,222

 

41,523

 

41,107

 

37,773

 

40,309

 

 

Ukraine (RUB mln)

 

Q2’13

 

Q3’13

 

Q4’13

 

Q1’14

 

Q2’14

 

Operating income

 

2,978

 

3,397

 

3,109

 

2,634

 

2,153

 

Add: D&A

 

2,236

 

2,165

 

2,085

 

2,256

 

1,665

 

OIBDA

 

5,214

 

5,562

 

5,194

 

4,890

 

3,818

 

 

Armenia (RUB mln)

 

Q2’13

 

Q3’13

 

Q4’13

 

Q1’14

 

Q2’14

 

Operating income/(loss)

 

447

 

601

 

(27

)

221

 

347

 

Add: D&A

 

345

 

382

 

448

 

440

 

419

 

OIBDA

 

791

 

983

 

420

 

662

 

766

 

 

8



 

Turkmenistan (RUB mln)

 

Q2’13

 

Q3’13

 

Q4’13

 

Q1’14

 

Q2’14

 

Operating income

 

229

 

305

 

488

 

289

 

354

 

Add: D&A

 

1

 

4

 

11

 

25

 

23

 

OIBDA

 

230

 

309

 

498

 

315

 

377

 

 

OIBDA margin can be reconciled to our operating margin as follows:

 

Group

 

Q2’13

 

Q3’13

 

Q4’13

 

Q1’14

 

Q2’14

 

Operating margin

 

26.2

%

26.5

%

26.0

%

24.0

%

25.3

%

Add: D&A

 

19.3

%

18.3

%

17.0

%

18.5

%

18.5

%

OIBDA margin

 

45.5

%

44.8

%

42.9

%

42.5

%

43.7

%

 

Russia

 

Q2’13

 

Q3’13

 

Q4’13

 

Q1’14

 

Q2’14

 

Operating margin

 

26.6

%

27.5

%

27.5

%

25.7

%

26.7

%

Add: D&A

 

18.8

%

17.9

%

16.2

%

17.5

%

17.9

%

OIBDA margin

 

45.4

%

45.4

%

43.7

%

43.3

%

44.6

%

 

Ukraine

 

Q2’13

 

Q3’13

 

Q4’13

 

Q1’14

 

Q2’14

 

Operating margin

 

30.0

%

31.4

%

31.3

%

27.6

%

28.1

%

Add: D&A

 

22.5

%

20.0

%

21.0

%

23.6

%

21.7

%

OIBDA margin

 

52.6

%

51.5

%

52.3

%

51.2

%

49.8

%

 

Armenia

 

Q2’13

 

Q3’13

 

Q4’13

 

Q1’14

 

Q2’14

 

Operating margin

 

29.5

%

33.2

%

-1.7

%

15.2

%

21.7

%

Add: D&A

 

22.8

%

21.2

%

28.2

%

30.2

%

26.2

%

OIBDA margin

 

52.3

%

54.4

%

26.5

%

45.4

%

47.9

%

 

Turkmenistan

 

Q2’13

 

Q3’13

 

Q4’13

 

Q1’14

 

Q2’14

 

Operating margin

 

32.9

%

37.8

%

59.5

%

35.9

%

41.6

%

Add: D&A

 

0.2

%

0.5

%

1.3

%

3.1

%

2.7

%

OIBDA margin

 

33.1

%

38.3

%

60.8

%

39.0

%

44.3

%

 

***

 

9



 

Attachment B

 

Net debt represents total debt less cash and cash equivalents and short-term investments. Our net debt calculation is commonly used as one of the bases for investors, analysts and credit rating agencies to evaluate and compare our periodic and future liquidity within the wireless telecommunications industry. The non-GAAP financial measures should be considered in addition to, but not as a substitute for, the information prepared in accordance with US GAAP.

 

Net debt can be reconciled to our consolidated statements of financial position as follows:

 

RUB mln

 

As of Dec 31, 2013

 

As of Jun 30, 2014

 

Current portion of debt and of capital lease obligations

 

25,064

 

10,381

 

Long-term debt and capital lease obligations

 

194,083

 

213,771

 

Total debt

 

219,147

 

224,152

 

Less:

 

 

 

 

 

Cash and cash equivalents

 

30,612

 

53,449

 

Short-term investments

 

14,633

 

20,778

 

Net debt

 

173,903

 

149,925

 

 

 

 

Six months ended
Dec 31, 2013

 

Six months ended
Jun 30, 2014

 

Twelve months ended
Jun 30, 2014

 

RUB mln

 

A

 

B

 

C=A+B

 

Net operating income

 

54,614

 

48,410

 

103,024

 

Add: D&A

 

36,664

 

36,272

 

72,936

 

LTM OIBDA

 

91,278

 

84,682

 

175,960

 

 

10



 

Free cash-flow can be reconciled to our consolidated statements of cash flow as follows:

 

RUB mln

 

For six months
ended Jun 30, 2013

 

For six months
ended Jun 30, 2014

 

Net cash provided by operating activities

 

76,148

 

78,199

 

Less:

 

 

 

 

 

Purchases of property, plant and equipment

 

(20,515

)

(23,424

)

Purchases of intangible assets

 

(5,579

)

(5,447

)

Proceeds from sale of property, plant and equipment

 

230

 

231

 

Investments in and advances to associates

 

(5 ,089

)

(2,702

)

Free cash flow from continuing operations

 

45,195

 

46,857

 

 

***

 

11



 

Attachment C

Definitions

 

Subscriber. We define a “subscriber” as an individual or organization whose account shows chargeable activity within sixty one days in the case of post-paid tariffs, or one hundred and eighty three days in the case of our pre-paid tariffs, or whose account does not have a negative balance for more than this period.

 

Average monthly service revenue per subscriber (ARPU). We calculate our ARPU by dividing our service revenues for a given period, including interconnect, guest roaming fees and connection fees, by the average number of our subscribers during that period and dividing by the number of months in that period.

 

Average monthly minutes of usage per subscriber (MOU). MOU is calculated by dividing the total number of minutes of usage during a given period by the average number of our subscribers during the period and dividing by the number of months in that period.

 

Churn. We define our “churn” as the total number of subscribers who cease to be a subscriber as defined above during the period (whether involuntarily due to non-payment or voluntarily, at such subscriber’s request), expressed as a percentage of the average number of our subscribers during that period.

 

Subscriber acquisition cost (SAC). We define SAC as total sales and marketing expenses and handset subsidies for a given period. Sales and marketing expenses include advertising expenses and commissions to dealers. SAC per gross additional subscriber is calculated by dividing SAC during a given period by the total number of gross subscribers added by us during the period.

 

***

 

12



 

MOBILE TELESYSTEMS

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2014 AND 2013 (UNAUDITED)

 

(Amounts in millions of RUB except per share amount)

 

 

 

Six months ended

 

Three months ended

 

 

 

June 30, 2014

 

June 30, 2013

 

June 30, 2014

 

June 30, 2013

 

 

 

 

 

 

 

 

 

 

 

Net operating revenue

 

 

 

 

 

 

 

 

 

Service revenue

 

184 442

 

178 766

 

92 973

 

91 594

 

Sales of handsets and accessories

 

11 980

 

11 538

 

5 887

 

5 856

 

 

 

196 422

 

190 304

 

98 860

 

97 450

 

Operating expenses

 

 

 

 

 

 

 

 

 

Cost of services

 

(41 721

)

(40 678

)

(20 902

)

(20 426

)

Cost of handsets and accessories

 

(10 659

)

(9 569

)

(5 317

)

(4 818

)

Sales and marketing expenses

 

(10 440

)

(10 983

)

(5 395

)

(5 817

)

General and administrative expenses

 

(45 093

)

(42 560

)

(22 415

)

(21 346

)

Depreciation and amortization expense

 

(36 272

)

(36 589

)

(18 258

)

(18 819

)

Provision for doubtful accounts

 

(1 733

)

(1 075

)

(674

)

(567

)

Other operating expenses

 

(2 094

)

(1 706

)

(926

)

(90

)

 

 

 

 

 

 

 

 

 

 

Net operating income

 

48 410

 

47 144

 

24 973

 

25 567

 

 

 

 

 

 

 

 

 

 

 

Currency exchange and transaction gain/(loss)

 

435

 

(4 605

)

4 201

 

(3 134

)

 

 

 

 

 

 

 

 

 

 

Other (expenses)/income:

 

 

 

 

 

 

 

 

 

Interest income

 

2 316

 

1 496

 

1 358

 

942

 

Interest expense, net of capitalized interest

 

(8 012

)

(8 479

)

(3 839

)

(4 182

)

Other income

 

1 128

 

10 904

 

552

 

10 638

 

Total other (expenses)/income, net

 

(4 568

)

3 921

 

(1 929

)

7 398

 

 

 

 

 

 

 

 

 

 

 

Income from continuing operations before provision for income taxes

 

44 277

 

46 460

 

27 245

 

29 831

 

 

 

 

 

 

 

 

 

 

 

Provision for income taxes

 

(9 723

)

(7 682

)

(5 931

)

(4 209

)

 

 

 

 

 

 

 

 

 

 

Net income from continuing operations

 

34 554

 

38 778

 

21 314

 

25 622

 

 

 

 

 

 

 

 

 

 

 

Net income from discontinued operations

 

 

3 733

 

 

3 682

 

 

 

 

 

 

 

 

 

 

 

Net income

 

34 554

 

42 511

 

21 314

 

29 304

 

 

 

 

 

 

 

 

 

 

 

Less net income attributable to the noncontrolling interests

 

(440

)

(502

)

(225

)

(258

)

 

 

 

 

 

 

 

 

 

 

Net income attributable to the Group

 

34 114

 

42 009

 

21 089

 

29 046

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive loss, net of taxes

 

 

 

 

 

 

 

 

 

Currency translation adjustment

 

(10 012

)

(2 889

)

(3 802

)

(3 638

)

Unrealized gains/(losses) on derivatives

 

1 173

 

1 595

 

(1 181

)

1 616

 

Unrecognized actuarial (losses)/gains

 

9

 

19

 

13

 

9

 

Total other comprehensive loss, net of taxes

 

(8 830

)

(1 276

)

(4 970

)

(2 013

)

Total comprehensive income

 

25 724

 

41 235

 

16 344

 

27 291

 

Less comprehensive income attributable to the noncontrolling interests

 

(476

)

(645

)

(160

)

(417

)

 

 

 

 

 

 

 

 

 

 

Comprehensive income attributable to the Group

 

25 248

 

40 590

 

16 184

 

26 874

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of common shares outstanding, in millions - basic and diluted

 

1 989

 

1 989

 

1 989

 

1 989

 

Earnings per share attributable to the Group - basic and diluted:

 

 

 

 

 

 

 

 

 

EPS from continuing operations

 

17.15

 

19.24

 

10.60

 

12.75

 

EPS from discontinued operations

 

0.00

 

1.88

 

 

1.85

 

Total EPS

 

17.15

 

21.12

 

10.60

 

14.60

 

 

13



 

MOBILE TELESYSTEMS

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

AS OF JUNE 30, 2014 (UNAUDITED) AND DECEMBER 31, 2013

 

(Amounts in millions of RUB)

 

 

 

As of June 30,

 

As of December 31,

 

 

 

2014

 

2013

 

CURRENT ASSETS:

 

 

 

 

 

Cash and cash equivalents

 

53 449

 

30 612

 

Short-term investments

 

20 778

 

14 633

 

Trade receivables, net

 

29 510

 

34 554

 

Accounts receivable, related parties

 

4 211

 

965

 

Inventory and spare parts

 

7 281

 

8 498

 

VAT receivable

 

6 312

 

6 651

 

Prepaid expenses and other current assets

 

18 393

 

20 763

 

Total current assets

 

139 934

 

116 676

 

 

 

 

 

 

 

PROPERTY, PLANT AND EQUIPMENT

 

265 723

 

270 660

 

 

 

 

 

 

 

INTANGIBLE ASSETS

 

73 554

 

74 329

 

 

 

 

 

 

 

INVESTMENTS IN AND ADVANCES TO ASSOCIATES

 

15 351

 

13 393

 

 

 

 

 

 

 

OTHER INVESTMENTS

 

18 046

 

4 392

 

 

 

 

 

 

 

OTHER NON - CURRENT ASSETS

 

6 416

 

6 074

 

 

 

 

 

 

 

Total assets

 

519 024

 

485 524

 

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

Trade accounts payable

 

20 556

 

23 864

 

Accrued expenses and other current liabilities

 

88 584

 

49 619

 

Accounts payable, related parties

 

2 627

 

3 315

 

Current portion of long-term debt, capital lease obligations

 

10 381

 

25 064

 

Total current liabilities

 

122 148

 

101 862

 

 

 

 

 

 

 

LONG-TERM LIABILITIES

 

 

 

 

 

Long-term debt

 

208 484

 

194 074

 

Capital lease obligation

 

5 287

 

10

 

Deferred income taxes

 

23 827

 

21 202

 

Deferred revenue and other long-term liabilities

 

9 263

 

9 391

 

Total long-term liabilities

 

246 861

 

224 677

 

 

 

 

 

 

 

Total liabilities

 

369 009

 

326 539

 

 

 

 

 

 

 

Redeemable noncontrolling interests

 

2 153

 

2 932

 

 

 

 

 

 

 

SHAREHOLDERS’ EQUITY:

 

 

 

 

 

Total shareholders’ equity attributable to the Group

 

143 645

 

151 931

 

Non-redeemable noncontrolling interest

 

4 217

 

4 122

 

TOTAL SHAREHOLDERS` EQUITY

 

147 862

 

156 053

 

 

 

 

 

 

 

Total liabilities and shareholders’ equity

 

519 024

 

485 524

 

 

14



 

MOBILE TELESYSTEMS

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

 

FOR THE SIX MONTHS ENDED JUNE 30, 2014  AND 2013 (UNAUDITED)

 

(Amounts in millions of RUB)

 

 

 

Six months ended

 

Six months ended

 

 

 

June 30, 2014

 

June 30, 2013

 

 

 

 

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

Net income

 

34 554

 

42 511

 

Net (income) from discontinued operations

 

 

 

(3 733

)

 

 

 

 

 

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

Depreciation and amortization

 

36 272

 

36 589

 

Currency exchange and translation (gain)/loss

 

(435

)

4 605

 

Debt issuance cost amortization

 

337

 

1 377

 

Amortization of deferred connection fees

 

(576

)

(479

)

Equity in net income of associates

 

(1 153

)

(698

)

Inventory obsolescence expense

 

162

 

391

 

Provision for doubtful accounts

 

1 733

 

1 076

 

Deferred tax loss

 

1 922

 

5 310

 

Other non-cash items

 

160

 

120

 

 

 

 

 

 

 

Changes in operating assets and liabilities:

 

 

 

 

 

Decrease/(Increase) in trade receivables

 

2 027

 

(6 286

)

Decrease in inventory

 

1 030

 

1 959

 

Decrease/(Increase) in prepaid expenses and other current assets

 

1 923

 

(6 641

)

Decrease/(increase) in VAT receivable

 

280

 

(36

)

Decrease in trade payables, accrued liabilities and other current liabilities

 

(1 340

)

(726

)

Dividends received from associates

 

1 303

 

809

 

Net cash provided by operating activities - continuing operations

 

78 199

 

76 148

 

Net cash used in operating activities - discontinued operations

 

 

(547

)

Net cash provided by operating activities

 

78 199

 

75 601

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

Purchases of property, plant and equipment

 

(23 424

)

(20 515

)

Purchases of intangible assets

 

(5 447

)

(5 579

)

Proceeds from sale of property, plant and equipment

 

231

 

230

 

Purchases of short-term investments

 

(29 186

)

(26 598

)

Proceeds from sale of short-term investments

 

23 383

 

14 032

 

Purchases of other investments

 

(15 283

)

 

Proceeds from sale of other investments

 

730

 

 

Investments in and advances to associates, net

 

(2 702

)

(5 089

)

Net cash used in investing activities - continuing operations

 

(51 698

)

(43 519

)

Net cash provided by investing activities - discontinued operations

 

 

115

 

Net cash used in investing activities

 

(51 698

)

(43 404

)

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

Acquisition of noncontrolling interests in existing subsidiaries

 

(26

)

 

Proceeds from issuance of notes

 

 

25 651

 

Repayment of notes

 

(16 619

)

(1 876

)

Notes and debt issuance cost paid

 

(25

)

(146

)

Capital lease obligation principal paid

 

(20

)

(247

)

Dividends paid

 

(56

)

(50

)

Proceeds from loans

 

20 000

 

 

Loan principal paid

 

(5 944

)

(14 528

)

Other financial activities

 

24

 

(20

)

Net cash (used in)/provided by financing activities - continuing operations

 

(2 666

)

8 784

 

Net cash provided by/(used in) financing activities - discontinued operations

 

 

 

Net cash (used in)/provided by financing activities

 

(2 666

)

8 784

 

 

 

 

 

 

 

Effect of exchange rate changes on cash and cash equivalents

 

(998

)

1 161

 

 

 

 

 

 

 

NET INCREASE IN CASH AND CASH EQUIVALENTS:

 

22 837

 

42 142

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS, at beginning of the period

 

30 612

 

22 014

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS, at end of the period

 

53 449

 

64 156

 

Less cash and cash equivalents from discontinued operations, at end of period

 

 

 

CASH AND CASH EQUIVALENTS from continuing operations, at end of period

 

53 449

 

64 156

 

 

15



 

Investor conference call – August 20, 2014 Andrei Dubovskov President, Chief Executive Officer Alexey Kornya Vice President, Chief Financial Officer Vasyl Latsanych Vice President, Chief Marketing Officer GROUP FINANCIAL RESULTS FOR THE SECOND QUARTER 2014

 


SAFE HARBOR Some of the information in this presentation may contain projections or other forward-looking statements regarding future events or the future financial performance of MTS, as defined in the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. You can identify forward looking statements by terms such as “expect,” “believe,” “anticipate,” “estimate,” “intend,” “will,” “could,” “may” or “might,” and the negative of such terms or other similar expressions. We wish to caution you that these statements are only predictions and that actual events or results may differ materially. We do not undertake or intend to update these statements to reflect events and circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events. We refer you to the documents MTS files from time to time with the U.S. Securities and Exchange Commission, specifically the Company’s most recent Form 20-F. These documents contain and identify important factors, including those contained in the section captioned “Risk Factors” that could cause the actual results to differ materially from those contained in our projections or forward-looking statements, including, among others, the severity and duration of current economic and financial conditions, including volatility in interest and exchange rates, commodity and equity prices and the value of financial assets; the impact of Russian, U.S. and other foreign government programs to restore liquidity and stimulate national and global economies, our ability to maintain our current credit rating and the impact on our funding costs and competitive position if we do not do so, strategic actions, including acquisitions and dispositions and our success in integrating acquired businesses, potential fluctuations in quarterly results, our competitive environment, dependence on new service development and tariff structures, rapid technological and market change, acquisition strategy, risks associated with telecommunications infrastructure, governmental regulation of the telecommunications industries and other risks associated with operating in Russia and the CIS, volatility of stock price, financial risk management and future growth subject to risks.

 


TABLE OF CONTENTS FINANCIAL & CORPORATE HIGHLIGHTS Group news summary for Q2 2014 & key highlights Group financial highlights: revenue & OIBDA Group financial highlights: net income Group mobile subscriber dynamics Group capital expenditures Group debt at the end of Q2 2014 Group balance sheet MTS achieves investment grade credit rating Group cash flows Outlook Dividend outlook 3D strategy KEY FINANCIAL & OPERATING RESULTS Russian financial highlights Russian revenue breakdown Russian mobile operating indicators Russia fixed operating indicators Network development MTS retail network development MTS in Financial Services Ukraine, Armenia and Turkmenistan financial highlights & operating indicators APPENDIX

 


4 FINANCIAL & CORPORATE HIGHLIGHTS

 


+1.4% MTS`s brand included in the BrandZ™ Top 100 Most Valuable Global Brands 2014 ranking and placed ninth among the Top 10 leading telecom brands in the world. MTS ranked #80 among the top 100 global brands. Launched LTE networks in 14 additional regions in Russia Acquired a 10.82% stake in Ozon Holdings (“Ozon”), the leading Russian e-commerce company Sold the remaining 49% stake in Business-Nedvizhimost CJSC to Sistema JSFC for RUB 3.1 bln Appointed Mr. Andrei Ushatskiy as Vice President, Chief Technology and Information Officer, Member of the Executive Board Q2 2014 HIGHLIGHTS THEREAFTER Completed dividend payment of RUB 18.6 per ordinary MTS share (RUB 37.2 per ADR), or a total of RUB 38.435 bln based on the full-year 2013 financial results. Semi-annual dividend recommendation by the MTS Board of RUB 6.20 per ordinary MTS share (RUB 12.40 per ADR) amounting to the total of RUB 12.8 bln on the basis of the H1 2014 results. Signed a settlement agreement with the Republic of Uzbekistan, which may allow the Company to resume operations through a JV with the government of Uzbekistan Launched LTE networks in 11 additional regions Standard & Poor's and Moody’s raised Company’s credit rating to investment grade GROUP NEWS SUMMARY FOR Q2 2014 & KEY HIGHLIGHTS *OIBDA adjusted for one-off effect related to the compensation for the settlement over Bitel LLC in amount of RUB 885 mln recognized in Q2 2013 **Free Cash Flow from continuing operations net of Bitel effect -0.9pp -0.6%

 


GROUP FINANCIAL HIGHLIGHTS: REVENUE & OIBDA Year-over-year revenue growth due to continuing increase in data traffic revenues in Russia and subscriber growth in key markets Topline growth offset by a negative impact from hryvna depreciation in Ukraine Quarterly revenue impacted by seasonally higher roaming revenues and increased adoption of data products Year-over-year OIBDA dynamics reflective of the topline growth and greater contribution from data traffic revenues and mitigated by negative impact of hryvna devaluation and increased utility and frequency fees in our Ukraine business unit higher payroll, utility and maintenance costs due to network expansion in Russia one-off effect from compensation for the settlement over Bitel LLC in Q2 2013 Quarterly OIBDA dynamics reflective of greater contribution from higher-margin roaming revenues TOTAL GROUP REVENUE (RUB bln) TOTAL GROUP OIBDA (RUB bln) +4.9% +1.4% +1.3% 12.8% -2.6% +4.3% OIBDA MARGIN* 42.4% 44.6% 44.8% 42.8% 42.5% 43.7% 43.5% 43.1% Q1 2013 Q2 2013 Q3 2013 Q4 2013 Q1 2014 Q2 2014 H1 2013 H1 2014 +3.2% +1.1% TOTAL GROUP OIBDA NET OF BITEL SETTLEMENT* (RUB bln) 10.6% -0.6% +4.3% +2.2% *OIBDA adjusted for one-off effect related to the compensation for the settlement over Bitel LLC in amount of RUB 885 mln and RUB 177 mln for Q2 2013 and Q4 2013 respectively

 


GROUP FINANCIAL HIGHLIGHTS: NET INCOME Q-o-Q net income growth due to decrease in interest expenses and increase in interest income through effective debt and liquidity management and boosted by a non-cash FOREX gain in the amount of RUB 4.2 bln due to ruble appreciation versus Q1 MTS continues to see sustained macroeconomic volatility in its markets of operations that may impact the financial and operational performance throughout the Group **Includes a non-cash gain on deconsolidation of Uzbekistan of RUB 3 682 mln TOTAL GROUP NET INCOME (RUB bln) +124.1% -27.4% +61.9% NET INCOME MARGIN 14.0% 29.8% 17.5% 18.9% 13.4% 21.3% 22.1% 17.4% Q1 2013 Q2 2013 Q3 2013 Q4 2013 Q1 2014 Q2 2014 H1 2013 H1 2014 -18.8%

 


*Including CDMA subscribers **MTS owns a 49% stake in Mobile TeleSystems LLC, a mobile operator in Belarus, which is not consolidated GROUP MOBILE SUBSCRIBER BASE DYNAMICS In Russia, MTS continues to attract and retain high-quality subscribers by promoting innovative tariff plans and driving sales through its proprietary retail network MTS sustains its active subscriber base through: best-in-class customer service market-leading network performance and tariff plans and a market-leading retail platform designed to migrate voice-only customers to data plans MTS SUBSCRIBERS (MLN UNLESS NOTED) Q1 2014 Q2 2014 % Change TOTAL MOBILE 108.67 110.12 +1.3% RUSSIA 76.11 77.27 +1.5% UKRAINE* 22.79 23.07 +1.2% TURKMENISTAN 1.96 1.94 -0.8% ARMENIA 2.45 2.45 +0.2% BELARUS** 5.37 5.39 +0.4%

 


GROUP CAPITAL EXPENDITURES Capital expenditures amounted to RUB 28.9 bln Key projects include the enhancement of 3G networks in Russia, roll-out of LTE/4G networks throughout Russia, and the ongoing deployment of GPON in Moscow as well as network modernization in other markets of operations RUSSIA 66,869 82,896 70,910 27,071 UKRAINE 4,487 4,125 8,840 1,421 ARMENIA 1,344 751 1,093 172 TURKMENISTAN n/a 11 732 207 GROUP 72,798 87,783 81,575 28,871 - AS % OF REVENUE 20.9% 23.2% 20.5% 14.7% (IN RUB MLN) 2011 2012 2013 6M 2014

 


GROUP DEBT AT THE END OF Q2 2014 **Debt composition by currency includes FOREX hedging in the amount of $733.6 mln as of Q2 2014 DEBT COMPOSITION BY CURRENCY Q2 2014** 2% 79% 19% 43% 57% MTS Series 03, 08 and BO-01 ruble bonds contain put options that can be exercised in December 2014, in November 2015 and in March 2018 respectively. MTS expects the options to be exercised. DEBT REPAYMENT SCHEDULE (RUB bln) Total Group Debt* = RUB 218.6 bln DEBT COMPOSITION BY TYPE Q2 2014* Redeemed the remaining amount of the series-04 RUB 15 bln bond in May Prepaid Bank of China loan in the amount of Euro 54 mln High proportion of ruble-denominated debt mitigates risks associated with currency volatility and enhances MTS’s balance sheet strength *Net of financial leasing

 


GROUP BALANCE SHEET BALANCE SHEET (RUB mln UNLESS NOTED) As of Dec 31, 2013 As of June 30, 2014 CASH AND CASH EQUIVALENTS 30,612 53,449 SHORT-TERM INVESTMENTS 14,633 20,778 TOTAL DEBT* 219,147 224,152 LONG-TERM DEBT 194,083 213,771 SHORT-TERM DEBT 25,064 10,381 NET DEBT 173,903 149,925 LTM OIBDA 175,011 175,960 NET DEBT/LTM OIBDA 1.0x 0.9x Strong cash position in Q2 due to preparations for RUB 38.4 bln dividend payout Net debt/LTM OIBDA continues to decline due to growth in OIBDA, improved cash flows and continued improvements in MTS debt portfolio Improvements in OIBDA and debt reduction as continuously improved MTS’s interest coverage ratio over the past six quarters LTM OIBDA/ Interest Expenses 9.6 10.2 10.1 11.3 11.5 11.7 Q1 2013 Q2 2013 Q3 2013 Q4 2013 Q1 2014 Q2 2014 NET DEBT (RUB bln) *Including capital lease obligations

 


In July 2014, Moody`s and S&P raised MTS`s credit ratings respectively to Baa3 with a stable outlook and BBB- with a negative outlook for foreign currency and stable outlook for local currency Moody’s and S&P simultaneously upgraded AFK Sistema, MTS’s parent company, to Ba2 and BB- respectively The upgrades to investment grade validates MTS’s long-term strategy and stable execution by highlighting: Strong, stable management team Transparent corporate governance A proven track record of delivering growth and profitability during a volatile macroeconomic environment, competitive changes in the marketplace and technological changes in the telecommunications industry Investment grade ratings allows MTS to: Expand its debt investor base Help to negotiate better financing conditions for future debt offerings Enhance Company’s standing in the capital markets STANDARD & POOR`S MTS ACHIEVES INVESTMENT GRADE CREDIT RATING MOODY’S FITCH B3 Ba3 Ba2 B1 Baa3 BB- BB BB+ BBB- B B+ BB- BB+ Baa3 BBB- BB+

 


GROUP CASH FLOWS OPERATING AND FREE CASH FLOW FROM CONTINUING OPERATIONS (RUB mln) MTS boasts stable operating and free cash flows despite currency weakness in its secondary markets of operation In Q2 2013, free cash flow was boosted by one-off compensation from settlement over Bitell LLC in the amount of RUB 4.1 bln MTS continues to demonstrate strong cash generation through its operations +14.3% +2.7% +34.4% +3.7% ADJUSTED OPERATING AND FREE CASH FLOW FROM CONTINUING OPERATIONS* (RUB mln) +22.2% +12.0% * Operating and Free Cash Flow from continuing operations net of one-off effect related to the compensation for the settlement over Bitel LLC +8.2% +7.4%

 


OUTLOOK MTS expects revenue growth for the Group to exceed 1% for 2014E Growth in Russia expected to be ≈4-5% Growth in Ukraine impacted by on-going macroeconomic weakness and uncertain political environment Group dynamics further reflect sustained weakness of the Ukrainian hryvna MTS sees significant macroeconomic uncertainty and volatility across its markets of operation, which may cause MTS to revisit its revenue and OIBDA guidance and, in turn, impact its financial and operating results TOTAL GROUP REVENUE (RUB bln) GROUP CAPEX (RUB bln) >1% ≈3-5% TOTAL MTS RUSSIA OIBDA (RUB bln) GROUP OIBDA (RUB bln) STABLE ≈4-5% TOTAL MTS RUSSIA REVENUE (RUB bln)

 


DIVIDEND OUTLOOK DIVIDEND POLICY In April 2013, MTS Board approved a new dividend policy, which stipulates that for the calendar years 2013-2015, MTS aims to payout a minimum dividend distribution of an amount equal to at least 75% of Free Cash Flow for the relevant financial period or, if greater, RUB 40.0 bln per year In 2013, MTS also started paying out dividends on a semi-annual basis using interim H1 and full-year financial result MTS paid out in total RUB 41.0 bln in 2013 OUTLOOK FOR 2014+ MTS confirms its dividend guidance for 2014 – 2015 of at least RUB 90 bln for the period In August 2014, MTS completed dividend payments of RUB 18.6 per ordinary MTS share (RUB 37.2 per ADR), or a total of RUB 38.435 bln (RUB 38,435,292,253), based on the full-year 2013 financial results In August 2014, BoD recommended to the EGM to be held on September 30, 2014, to approve semi-annual dividends of RUB 6.20 per ordinary MTS share (RUB 12.40 per ADR) amounting to the total of RUB 12.8 bln (RUB 12,811,764,084.40) on the basis of the Company’s H1 2014 financial and operating results MTS will aim to maintain these levels in anticipation of: Rational markets of operation Stable macroeconomic environment 41.0 DIVIDEND HISTORY AND OUTLOOK (RUB bln) 30.4 30.7 30.0 > 90.0 38.4 12.8 Dividends paid BoD dividend recommendation for H1 2014

 


DATA DIFFERENTIATION 3D STRATEGY: LEVERAGING STRENGTHS & OPPORTUNITIES KEY MTS GROWTH OPPORTUNITIES GROWTH IN MOBILE BROADBAND GROWTH IN FIXED BROADBAND/PAY TV GROWTH IN CONVERGENT CORPORATE SERVICES Sustained efficiency and cash flow generation MTS 3D STRATEGY DIVIDENDS Provide customers with fastest, most reliable data networks Increase data penetration in our subscriber base Ensure customers have the best connectivity experience in their homes, workplace and places in between Offer customers unique products and services to enhance their digital lives Establish Moscow as world-class in terms of connectivity and network access Ensure a best-in-class customer experience to improve loyalty throughout our markets of operation Improve continuously the operational efficiency of MTS Enhance shareholder returns KEY MTS STRENGTHS Largest subscriber base Strongest presence in high-value & corporate segment Fastest mobile network speeds Most advanced retail platform in market Leadership in mobile banking space Clear dividend policy PAYMENT OPTIONS AND MOBILE BANKING TRADITIONAL TELECOMMUNICATIONS BUSINESS NEW BUSINESSES Track record of success FTTB/FTTH services in 180 major Russian cities Digital Moscow Highest customer loyalty ratings Strong position in Ukraine/CIS markets Top brand

 


17 KEY FINANCIAL & OPERATING RESULTS

 


RUSSIA FINANCIAL HIGHLIGHTS MTS continues to demonstrate consistent growth in its Russian operations despite macroeconomic challenges, changes among its competitors, shifts in the market structure and technological change due to: Diversified asset base through exposure to both mobile and fixed-line businesses Commitment to customer service and creating a best-in-class customer experience Stable management team with a strong track record of execution Leading market position in key markets throughout Russia Q-on-Q revenue growth reflects seasonal trends, including higher roaming revenues and greater business activity OIBDA growth in line with revenue dynamics TOTAL RUSSIA REVENUE (RUB bln) TOTAL RUSSIA OIBDA (RUB bln) +4.5% +4.5% +3.6% +9.4% +2.8% +6.7% OIBDA MARGIN 43.3% 45.4% 45.4% 43.7% 43.3% 44.6% 44.4% 44.0% Q1 2013 Q2 2013 Q3 2013 Q4 2013 Q1 2014 Q2 2014 H1 2013 H1 2014 +5.0% +4.0%

 


RUSSIA REVENUE BREAKDOWN MOBILE REVENUE (RUB bln) FIXED LINE REVENUE (RUB bln) SALES OF HANDSETS & ACCESSORIES (RUB bln) +4.5% +6.3% +4.3% +1.8% -1.0% +2.6% +3.2% +0.6% -3.4% Continued growth in mobile service revenue attributable to: Increased adoption of data through higher penetration of smartphones and tablets Higher sales to new customers Slight year-over-year decline in fixed-line revenue due to one-off revenue gains in Q2 2013 from government-related projects Quarterly growth in fixed-line revenue through the on-going modernization of regional networks with FTTB solutions, the roll-out of a digital TV platform throughout Russia and customer migration from ADSL to MTS’s new gigabyte passive optical network (GPON) in Moscow Handset dynamics reflect seasonally soft mid-range and high-end retail handset market due to lack of new models and macroeconomic factors MTS also reduced low-margin wholesale sales to regional dealers +6.7% -1.4% +4.0%

 


RUSSIA MOBILE OPERATING INDICATORS ARPU (RUB) MOU (MIN) Year-on-Year ARPU growth driven by upselling customers to tariff plans with larger data packages, as well as the increased penetration of smartphones, tablets and dongles MOU growth showcases the success of tariffs designed to stimulate voice usage and enhance customer loyalty Stable churn dynamics despite the addition of 5.6 mln new subscribers +4.7% +0.7% +3.0% +7.1% +3.0% +5.2% SUBS, MLN 71.3 71.7 73.1 75.3 76.1 77.3 CHURN RATE, % 9.5% 9.4% 9.1% 9.0% 9.1% 9.4% VAS ARPU 91.8 90.1 93.5 102.9 103.1 103.2 - AS % OF ARPU 31.4% 29.5% 29.3% 32.7% 34.5% 33.5% APPM 0.94 0.92 0.95 0.91 0.92 0.90 Q1 2013 Q2 2013 Q3 2013 Q4 2013 Q1 2014 Q2 2014

 


RUSSIA MOBILE OPERATING INDICATORS DATA TRAFFIC REVENUE (RUB mln) +8.6% +39.7% +6.9% TOTAL VAS REVENUE (RUB mln) STABLE +19.5% +1.2% Continued growth in data reflects MTS’s commitment to its focus on upselling customers on data plans, sustained investment in 3G/LTE networks, market-leading retail platform and success in creating the market’s strongest value proposition to customers Strong improvement in data traffic driven by growing smartphone and tablet penetration and upselling of existing data users to tariff plans with bigger data packages Key initiatives included: Launch and development of LTE networks in 42 Russia’s regions Federal campaign “Modem for 1 ruble” Campaign “MTS Tablet Online for 5 rubles per day” +18.6% +40.8%

 


RUSSIA FIXED OPERATING INDICATORS Residential ARPU growth highlights the rising share of double-play and triple-play customers in the customer base, migration of pay-TV subscribers to MTS’s digital TV platform, upselling of broadband subscribers through modernization of fixed-line networks in the regions and migration of ADSL customers in Moscow to GPON Decline in residential subscriber base reflects the migration of Pay TV subscribers from analogue to digital platform, which results in defection of certain types of subscribers ARPU RESIDENTIAL (RUB) +0.7% +7.8% +3.4% TOTAL HOUSEHOLDS PASSED, 000S 11,930 12,070 12,134 12,269 12,347 12,390 NUMBER OF SUBS, 000S* 8,004 7,844 7,690 7,563 7,426 7,294 Q1 2013 Q2 2013 Q3 2013 Q4 2013 Q1 2014 Q2 2014 * Including residential fixed-line telephony, broadband, and pay-TV subscribers

 


NETWORK DEVELOPMENT Regions to be covered later in H2 2014 - 2015 Regions covered with LTE Dlink speed in Moscow in H1 2014 (2G+3G+LTE)* (mbps) Dlink speed in Moscow in H1 2014 (LTE only) (mbps) As of August 01, 2014, MTS’s network comprised over 33,560 3G base stations and over 8,700 4G/LTE base stations MTS launched its LTE network to cover 42 regions LTE-enabled smartphones account for 9% of total smartphones sold in the MTS retail chain in units and for 25% in rubles 7% of smartphones on MTS’s network are LTE-enabled According to the measurements performed on 2G, 3G and 4G devices during H1 2014 across Russia by users of Speedtest application, developed by a US company Ookla, MTS’s networks on average deliver downlink speeds higher than all of its competitors In Moscow, MTS maintains leadership in downlink network speeds both on 2G/3G/4G networks and on 4G network separately +2.4% +12.6% Dlink speed in Russia in H1 2014 (2G+3G+LTE) (mbps) +7.8% * Data provided to MTS by Ookla

 


MTS RETAIL NETWORK DEVELOPMENT *MTS defines a smartphone as a handset with one of the following operating systems: iOS, Android, Windows, Blackberry OS, Symbian, Linux, Bada or Asha At the end of Q2 2014, MTS’s retail network comprised 3,979 stores, including 1,211 franchised outlets MTS continues to focus on improving point-of-sale efficiency and optimization of franchise network In Q2 2014, smartphones accounted for 60.0% of phones sold in MTS stores in units In Q2 2014, total smartphone penetration reached 37.0%

 


FINANCIAL SERVICES TOTAL CREDIT PORTFOLIO (RUB bln) TOTAL NUMBER OF MTS DENGI CARDS ISSUED (mln) +27.6% +118.3% +12.1% +20.1% +51.5% +8.5% MTS continues to see robust growth in point-of-sale credit for smartphones Approximately 30.0% of smartphones were sold with the assistance of some sort of P-o-S credit through MTS’s banking partners MTS and MTS Bank have introduced more stringent requirements for issuing MTS Dengi cards which resulted in the decline of the approval ratio and reduced the total number of cards issued during the period MTS and MTS Bank focus on decreasing the share of interest- income (e.g. interest on PoS loans and credit cards) and increasing the share of commission-related income (i.e. annual commissions for servicing cards, commissions for cash withdrawal, commissions for processing payments and money transfers)

 


UKRAINE FINANCIAL HIGHLIGHTS Revenue growth highlights MTS’s expansion of its subscriber base despite a volatile macroeconomic environment and the challenges of operating in Eastern Ukraine and Crimea Quarterly increase in revenue reflects seasonal trends, including higher roaming revenues, as well as subscriber growth OIBDA was negatively impacted by a rise in utility prices and a 2x increase in monthly frequency fees beginning in Q2 2014, as well hryvna devaluation impact on the costs denominated in foreign currencies TOTAL UKRAINE REVENUE (UAH mln) TOTAL UKRAINE OIBDA (UAH mln) +5.2% +2.2% +6.0% +7.3% -3.1% +3.3% OIBDA MARGIN 51.5% 52.5% 51.5% 52.3% 51.1% 49.8% 52.0% 50.4% Q1 2013 Q2 2013 Q3 2013 Q4 2013 Q1 2014 Q2 2014 H1 2013 H1 2014 +1.8% -1.3%

 


UKRAINE OPERATING INDICATORS Year-over-Year ARPU decline attributable to dilution of the subscriber base due to influx of lower-value subscribers Quarterly increase in ARPU tied to seasonal factors Year-on-Year reduction in MOU attributable to dilution of customer base with lower-value subscribers ARPU (UAH) MOU (MIN) +2.5% -5.2% +4.0% -3.3% -4.8% +1.5% SUBS, MLN 21.0 21.6 22.4 22.7 22.8 23.1 CHURN RATE, % 6.7% 6.0% 6.6% 6.8% 6.3% 5.7% VAS ARPU 12.7 12.1 12.2 12.1 11.9 10.9 - AS % OF ARPU 34.1% 31.5% 31.3% 34.5% 34.2% 29.9% SAC 51.9 56.2 57.1 53.3 49.4 50.8 APPM 0.062 0.066 0.069 0.063 0.064 0.066 Q1 2013 Q2 2013 Q3 2013 Q4 2013 Q1 2014 Q2 2014

 


UKRAINE OPERATING INDICATORS Decline in total VAS revenue is a result of reduced consumption of non-core services, including such features as audio-conferencing services and SMS-based content Year-over-Year data traffic revenue growth attributable to Company’s efforts monetize its EDGE and CDMA networks Key initiatives included: MTS branded lotteries Try&Buy campaigns to simulate consumption of SMS and MMS Launch of a Super Internet family of tariffs for post-paid customers TOTAL VAS REVENUE (UAH mln) DATA TRAFFIC REVENUE (UAH mln) -3.2% -3.3% -8.2% +11.4% +11.4% +2.5% -0.6% +15.9%

 


ARMENIA FINANCIAL HIGHLIGHTS TOTAL ARMENIA REVENUE (AMD bln) TOTAL ARMENIA OIBDA (AMD bln) +11.3% -4.8% +10.1% +15.9% -12.8% +15.9% OIBDA MARGIN 50.3% 52.3% 54.4% 26.8% 45.5% 47.9% 51.3% 46.8% Q1 2013 Q2 2013 Q3 2013 Q4 2013 Q1 2014 Q2 2014 H1 2013 H1 2014 Year-over-Year revenue decline attributable to the reduced pricing on on-net calls Quarterly increase in revenues driven by seasonally higher roaming and international calling revenues Quarterly OIBDA dynamic reflects top-line growth and seasonally higher share of roaming in the revenues mix Year-on-Year OIBDA decline due to adjustments in costs related to termination rates with MTS Russia made in 2013 and increased personnel costs -4.3% -12.8%

 


ARMENIA OPERATING INDICATORS ARPU (AMD) MOU (MIN) +13.0% -7.9% +9.4% +10.6% +21.9% +11.6% SUBS, 000S 2,379.2 2,356.4 2,382.2 2,435.1 2,447.1 2,452.8 CHURN RATE, % 8.2% 8.6% 8.0% 6.5% 6.3% 7.2% SAC 6,506.2 6,287.4 6,077.1 6,800.7 5,129.8 5,302.3 APPM 7.4 7.5 8.0 6.8 5.8 5.7 Q1 2013 Q2 2013 Q3 2013 Q4 2013 Q1 2014 Q2 2014 Year-on-Year decline in ARPU attributable to customer migration to integrated voice and data tariff plans and an increase in on-net calls included in the packages Quarterly increase in ARPU in line with traditional seasonal trends due to increased subscriber roaming revenues Year-over-Year rise in MOU reflects MTS’s efforts to drive voice usage Continued improvement in churn dynamics reflects the sustained focus on promoting customer loyalty

 


TURKMENISTAN FINANCIAL HIGHLIGHTS TOTAL TURKMENISTAN REVENUE (TMT mln) TOTAL TURKMENISTAN OIBDA (TMT mln) +48.1% +19.8% OIBDA MARGIN 27.2% 33.1% 38.3% 60.6% 39.0% 44.3% 30.5% 41.7% Q1 2013 Q2 2013 Q3 2013 Q4 2013 Q1 2014 Q2 2014 H1 2013 H1 2014 +10.7% +5.4% Strong year-on-year growth attributable to increase in voice revenues due to reduced share of free on-net calling in the traffic mix and discontinuation of promotional campaigns Quarterly revenue growth driven by seasonal factors such as roaming Strong quarterly increase in OIBDA due to decrease in network maintenance costs and reduced line-rentals costs +29.5% +57.5% +21.7% +66.2%

 


TURKMENISTAN OPERATING INDICATORS ARPU (TMT) MOU (MIN) +6.9% +7.4% -5.3% -1.2% SUBS, 000S 1,888.2 1,882.6 2,009.6 2,016.3 1,959.9 1,944.2 CHURN RATE, % n/a 17% 6.7% 11.1% 11.5% 10.2% SAC 9.5 13.6 18.1 22.1 23.9 24.1 APPM 0.02 0.02 0.02 0.02 0.02 0.02 Q1 2013 Q2 2013 Q3 2013 Q4 2013 Q1 2014 Q2 2014 Strong year-on-year growth in ARPU reflective of Company’s success in the monetization of its subscriber base Quarterly decline in MOU attributable to MTS’s initiatives aimed at reducing the share of free on-net calling in the traffic mix +14.3% +11.4%

 


33 APPENDIX

 


Non-GAAP financial measures. This presentation includes financial information prepared in accordance with accounting principles generally accepted in the United States of America, or US GAAP, as well as other financial measures referred to as non-GAAP. The non-GAAP financial measures should be considered in addition to, but not as a substitute for, the information prepared in accordance with US GAAP. Due to the rounding and translation practices, Russian ruble and functional currency margins, as well as other non-GAAP financial measures, may differ. Operating Income Before Depreciation and Amortization (OIBDA) and OIBDA margin. OIBDA represents operating income before depreciation and amortization. OIBDA margin is defined as OIBDA as a percentage of our net revenues. OIBDA may not be similar to OIBDA measures of other companies, is not a measurement under accounting principles generally accepted in the United States and should be considered in addition to, but not as a substitute for, the information contained in our consolidated statement of operations. We believe that OIBDA provides useful information to investors because it is an indicator of the strength and performance of our ongoing business operations, including our ability to fund discretionary spending such as capital expenditures, acquisitions of mobile operators and other investments and our ability to incur and service debt. While depreciation and amortization are considered operating costs under generally accepted accounting principles, these expenses primarily represent the non-cash current period allocation of costs associated with long-lived assets acquired or constructed in prior periods. Our OIBDA calculation is commonly used as one of the bases for investors, analysts and credit rating agencies to evaluate and compare the periodic and future operating performance and value of companies within the wireless telecommunications industry. OIBDA can be reconciled to our consolidated statements of operations as follows: DEFINITIONS & RECONCILIATIONS Q2 2013 Q1 2014 Q2 2014 RUB mln Group RUS UKR ARM TUK Group RUS UKR ARM TUK Group RUS UKR ARM TUK OPERATING INCOME/LOSS 25,566 22,977 2,978 447 229 23,437 22,464 2,634 221 289 24,973 24,150 2,153 347 354 ADD: D&A 18,819 16,245 2,236 345 1 18,014 15,310 2,256 440 25 18,258 16,159 1,665 419 23 OIBDA 44,385 39,222 5,214 791 230 41,451 37,773 4,890 662 315 43,231 40,309 3,818 766 377 Q2 2013 Q1 2014 Q2 2014 Group RUS UKR ARM TUK Group RUS UKR ARM TUK Group RUS UKR ARM TUK OPERATING MARGIN 26.2% 26.6% 30.0% 29.5% 32.9% 24.0% 25.7% 27.6% 15.2% 35.9% 25.3% 26.7% 28.1% 21.7% 41.6% ADD: D&A 19.3% 18.8% 22.5% 22.8% 0.2% 18.5% 17.5% 23.6% 30.2% 3.1% 18.5% 17.9% 21.7% 26.2% 2.7% OIBDA MARGIN 45.5% 45.4% 52.6% 52.3% 33.1% 42.5% 43.3% 51.2% 45.4% 39.0% 43.7% 44.6% 49.8% 47.9% 44.3%

 


DEFINITIONS & RECONCILIATIONS RUB mln As of Dec 31, 2013 As of Mar 31, 2014 Current portion of LT debt and of capital lease obligations 25,064 10,381 LT debt and capital lease obligations 194,083 213,771 Total debt 219,147 224,152 Less: Cash and cash equivalents 30,612 53,449 ST investments 14,633 20,778 Net debt 173,903 149,925 Free cash flow is represented by net cash from operating activities less cash used for certain investing activities. Free cash flow is commonly used by investors, analysts and credit rating agencies to assess and evaluate our performance over time and within the wireless telecommunications industry. Because free cash flow is not based in US GAAP and excludes certain sources and uses of cash, the calculation should not be looked upon as an alternative to our Consolidated statement of cash flows or other information prepared in accordance with US GAAP. RUB mln For six months ended Jun 30, 2013 For six months ended Jun 30, 2014 Net cash provided by operating activities from continuing operations 76,148 78,199 Less: Purchases of property, plant and equipment (20,515) (23,424) Purchases of intangible assets (5,579) (5,447) Proceeds from sale of property, plant and equipment 230 231 Investments in and advances to associates (5 ,089) (2,702) Free cash flow from continuing operations 45,195 46,857 Net debt represents total debt less cash and cash equivalents and short-term investments. Our net debt calculation is commonly used as one of the bases for investors, analysts and credit rating agencies to evaluate and compare our periodic and future liquidity within the wireless telecommunications industry. The non-GAAP financial measures should be considered in addition to, but not as a substitute for, the information prepared in accordance with US GAAP.

 


LTM OIBDA can be reconciled to our consolidated statements of operations as follows: RUB mln Six months ended Dec 31, 2013 Six months ended Jun 30, 2014 Twelve months ended Jun 30, 2014 A B C = A + B Net operating income 54,614 48,410 103,024 Add: D&A 36,664 36,272 72,936 LTM OIBDA 91,278 84,682 175,960 DEFINITIONS & RECONCILIATIONS

 


DEFINITIONS & RECONCILIATIONS Average monthly service revenue per subscriber (ARPU). We calculate our ARPU by dividing our service revenues for a given period, including interconnect, guest roaming fees and connection fees, by the average number of our subscribers during that period and dividing by the number of months in that period. Average monthly minutes of usage per subscriber (MOU). MOU is calculated by dividing the total number of minutes of usage during a given period by the average number of our subscribers during the period and dividing by the number of months in that period. Subscriber. We define a “subscriber” as an individual or organization whose account shows chargeable activity within sixty one days in the case of post-paid tariffs, or one hundred and eighty three days in the case of our pre-paid tariffs, or whose account does not have a negative balance for more than this period. Churn. We define our “churn” as the total number of subscribers who cease to be a subscriber as defined above during the period (whether involuntarily due to non-payment or voluntarily, at such subscriber’s request), expressed as a percentage of the average number of our subscribers during that period. Subscriber acquisition cost (SAC). We define SAC as total sales and marketing expenses and handset subsidies for a given period. Sales and marketing expenses include advertising expenses and commissions to dealers. SAC per gross additional subscriber is calculated by dividing SAC during a given period by the total number of gross subscribers added by us during the period.

 


CONTACT INFORMATION MTS Investor Relations +7 495 223 20 25 ir@mts.ru www.mtsgsm.com Latest Financial Information www.mtsgsm.com/resources/reports/ Official MTS Blog www.mtsgsm.com/blog/ Follow Us twitter.com/JoshatMTS

 

 


 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

 

MOBILE TELESYSTEMS OJSC

 

 

 

 

 

 

 

By:

/s/ Andrei Dubovskov

 

 

Name:

Andrei Dubovskov

 

 

Title:

CEO

 

 

 

 

Date:   August 20, 2014

 

16