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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 MARCH 31, 2002
(COMMISSION FILE NUMBER: 0-27423)
GOLDEN TELECOM, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 51-0391303
(State of incorporation) (I.R.S. Employer Identification No.)
REPRESENTATION OFFICE GOLDEN TELESERVICES, INC.
12 TRUBNAYA ULITSA
MOSCOW, RUSSIA 103045
(Address of principal executive office)
(011-7-501) 797-9300
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrants were required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [X] No [ ]
At April 29, 2002 there were 22,618,270 outstanding shares of common stock
of the registrant.
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TABLE OF CONTENTS
PAGE
----
PART I. FINANCIAL INFORMATION
Item 1(a) Condensed Consolidated Financial Statements of
Golden Telecom, Inc. (unaudited)......................................... 3
Condensed Consolidated Balance Sheets as of December 31, 2001 and March
31, 2002................................................................. 3
Condensed Consolidated Statements of Operations for the Three Months
Ended March 31, 2001 and 2002............................................ 5
Condensed Consolidated Statements of Cash Flows for the Three Months
Ended March 31, 2001 and 2002............................................ 6
Notes to Condensed Consolidated Financial Statements..................... 7
Item 1(b) Condensed Financial Statements of EDN Sovintel LLC (unaudited)........... 13
Condensed Balance Sheets as of December 31, 2001 and
March 31, 2002........................................................... 13
Condensed Statements of Income and Members' Equity for the Three Months
Ended March 31, 2001 and 2002............................................ 14
Condensed Statements of Cash Flows for the Three Months Ended March 31,
2001 and 2002............................................................ 15
Notes to Condensed Financial Statements.................................. 16
Item 2 Management's Discussion and Analysis of Financial Condition and Results
of Operations *.......................................................... 18
PART II. OTHER INFORMATION
Item 6 Exhibits and Reports on Form 8-K ........................................ 29
Signatures ............................................................................. 30
* Please refer to the special note regarding forward-looking statements in
this section.
2
PART I. FINANCIAL INFORMATION
ITEM 1(a). CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF GOLDEN TELECOM, INC.
GOLDEN TELECOM, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
DECEMBER 31, MARCH 31,
2001 2002
------------ ---------
(AUDITED) (UNAUDITED)
ASSETS
CURRENT ASSETS
Cash and cash equivalents ................................................... $ 37,404 $ 47,219
Investments available for sale .............................................. 8,976 5,025
Accounts receivable, net .................................................... 21,875 26,757
Prepaid expenses ............................................................ 6,356 5,522
Other current assets ........................................................ 10,124 8,762
-------- --------
TOTAL CURRENT ASSETS .......................................................... 84,735 93,285
Property and equipment, net of accumulated depreciation of
$49,263 and $54,157 at December 31, 2001 and March 31, 2002, respectively ... 98,590 98,133
Investments in and advances to ventures ....................................... 45,981 49,358
Goodwill and intangible assets:
Goodwill, net of accumulated amortization of $51,213 as of
December 31, 2001 ........................................................ 18,723 17,404
Intangible assets, net of accumulated amortization
of $7,614 and $9,309 at December 31, 2001 and
March 31, 2002, respectively ............................................. 38,423 38,816
-------- --------
Net goodwill and intangible assets ..................................... 57,146 56,220
Restricted cash ............................................................... 3,369 1,969
Other non-current assets ...................................................... 10,563 8,932
-------- --------
TOTAL ASSETS .................................................................. $300,384 $307,897
======== ========
3
GOLDEN TELECOM, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
DECEMBER 31, MARCH 31,
2001 2002
------------ -----------
(AUDITED) (UNAUDITED)
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses ............................. $ 27,327 $ 30,183
Debt maturing within one year ..................................... 9,869 8,256
Current capital lease obligation .................................. 1,618 1,643
Due to affiliates and related parties ............................. 180 180
Other current liabilities ......................................... 9,731 9,557
--------- ---------
TOTAL CURRENT LIABILITIES ........................................... 48,725 49,819
Long-term debt, less current portion ................................ 3,337 3,289
Long-term capital lease obligation, less current portion ............ 7,396 7,112
Other non-current liabilities ....................................... 14,115 13,540
--------- ---------
TOTAL LIABILITIES ................................................... 73,573 73,760
Minority interest ................................................... 5,967 6,033
SHAREHOLDERS' EQUITY
Preferred stock, $0.01 par value (10,000,000 shares authorized;
none issued and outstanding at December 31, 2001 and
March 31, 2002) ................................................ -- --
Common stock, $0.01 par value (100,000,000 shares authorized;
24,790,098 shares issued and 22,517,371 shares outstanding
at December 31, 2001 and 24,855,597 shares issued and
22,582,870 shares outstanding at March 31, 2002) .............. 248 249
Treasury stock, at cost ........................................... (25,000) (25,000)
Additional paid-in capital ........................................ 414,407 415,460
Accumulated deficit ............................................... (168,811) (162,605)
--------- ---------
TOTAL SHAREHOLDERS' EQUITY .......................................... 220,844 228,104
--------- ---------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY .......................... $ 300,384 $ 307,897
========= =========
See notes to condensed consolidated financial statements.
4
GOLDEN TELECOM, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
THREE MONTHS ENDED
MARCH 31,
------------------------
2001 2002
-------- --------
REVENUE:
Telecommunication services .......................... $ 29,536 $ 34,292
Revenue from affiliates ............................. 2,784 2,058
-------- --------
TOTAL REVENUE ......................................... 32,320 36,350
OPERATING COSTS AND EXPENSES:
Access and network services ......................... 14,686 15,370
Selling, general and administrative ................. 12,707 9,687
Depreciation and amortization ....................... 9,753 6,003
-------- --------
TOTAL OPERATING COSTS AND EXPENSES .................... 37,146 31,060
-------- --------
INCOME (LOSS) FROM OPERATIONS ......................... (4,826) 5,290
OTHER INCOME (EXPENSE):
Equity in earnings of ventures ...................... 583 1,710
Interest income ..................................... 1,482 476
Interest expense .................................... (631) (537)
Foreign currency losses ............................. (295) (325)
Minority interest ................................... -- (66)
-------- --------
TOTAL OTHER INCOME .................................... 1,139 1,258
-------- --------
Income (loss) before income taxes ..................... (3,687) 6,548
Income taxes .......................................... 223 1,316
-------- --------
Income (loss) before cumulative effect of
a change in accounting principle ................. (3,910) 5,232
Cumulative effect of a change in accounting
principle, net of tax effect of $0 ............... -- 974
-------- --------
NET INCOME (LOSS) ..................................... $ (3,910) $ 6,206
======== ========
Basic earnings (loss) per share of common stock:
Income (loss) before cumulative effect of
a change in accounting principle ............ $ (0.16) $ 0.24
Cumulative effect of a change in
accounting principle ........................ -- 0.04
-------- --------
Net income (loss) per share - basic ............. $ (0.16) $ 0.28
======== ========
Weighted average common shares - basic ................ 24,496 22,533
======== ========
Diluted earnings (loss) per share of common stock:
Income (loss) before cumulative effect of
a change in accounting principle ............ $ (0.16) $ 0.23
Cumulative effect of a change in
accounting principle ........................ -- 0.04
-------- --------
Net income (loss) per share - diluted ........... $ (0.16) $ 0.27
======== ========
Weighted average common shares - diluted .............. 24,496 22,727
======== ========
See notes to condensed consolidated financial statements.
5
GOLDEN TELECOM, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
THREE MONTHS ENDED MARCH 31,
----------------------------
2001 2002
--------- ---------
OPERATING ACTIVITIES
Net income (loss) ............................................. $ (3,910) $ 6,206
Adjustments to Reconcile Net Income (Loss) to Net Cash
Provided by Operating Activities:
Depreciation .................................................. 4,075 4,982
Amortization .................................................. 5,678 1,021
Equity in earnings of ventures, net of dividends received ..... (583) (1,710)
Foreign currency losses ....................................... 295 325
Cumulative effect of a change in accounting principle ......... -- (974)
Other ......................................................... 386 131
Changes in assets and liabilities:
Accounts receivable ........................................ 964 (5,102)
Accounts payable and accrued expenses ...................... (1,278) 2,841
Other changes in assets and liabilities .................... (2,375) 42
--------- ---------
NET CASH PROVIDED BY OPERATING ACTIVITIES ....................... 3,252 7,762
INVESTING ACTIVITIES
Purchases of property and equipment and intangible assets ..... (10,376) (4,634)
Acquisitions, net of cash acquired ............................ (350) --
Cash received from escrow account ............................. -- 3,000
Restricted cash ............................................... 200 1,400
Proceeds from investments available for sale .................. 54,344 5,951
Purchases of investments available for sale ................... -- (2,000)
Other investing ............................................... (697) (667)
--------- ---------
NET CASH PROVIDED BY INVESTING ACTIVITIES ....................... 43,121 3,050
FINANCING ACTIVITIES:
Repayments of debt ............................................ (628) (1,661)
Exercise of stock options...................................... -- 786
--------- ---------
NET CASH USED IN FINANCING ACTIVITIES ........................... (628) (875)
Effect of exchange rate changes on cash and cash equivalents .... (113) (122)
--------- ---------
Net increase in cash and cash equivalents ....................... 45,632 9,815
Cash and cash equivalents at beginning of period ................ 57,889 37,404
--------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD ...................... $ 103,521 $ 47,219
========= =========
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 2001 audited consolidated financial statements and the notes
related thereto. The results of operations for the three months ended March 31,
2002 may not be indicative of the operating results for the full year.
2. POLICIES AND PROCEDURES
Comprehensive income (loss)
For the three months ended March 31, 2001 and 2002, comprehensive income
(loss) for the Company is equal to net income (loss).
7
GOLDEN TELECOM, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(UNAUDITED)
New Accounting Standards
In June 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standard ("SFAS") No. 141, "Business
Combinations", and No. 142, "Goodwill and Other Intangible Assets", effective
for fiscal years beginning after December 15, 2001. Under the new rules,
goodwill and intangible assets deemed to have indefinite lives will no longer be
amortized but will be subject to annual impairment tests in accordance with
SFAS No. 142. Other intangible assets will continue to be amortized over their
useful lives. Impairment losses that arise due to the initial application of
this standard will be reported as a cumulative effect of a change in accounting
principle. The first step of the goodwill impairment test, which must be
completed within six months of the effective date of SFAS No. 142, will
identify potential goodwill impairment. The second step of the goodwill
impairment test, which must be completed prior to the issuance of the annual
financial statements, will measure the amount of goodwill impairment loss, if
any. The Company has adopted SFAS No. 141, "Business Combinations" which was
effective for business combinations consummated after June 30, 2001. The Company
adopted SFAS No. 142, "Goodwill and Other Intangible Assets" on January 1, 2002
and discontinued amortization of goodwill as of such date.
The Company has not completed step one of the transitional goodwill
impairment testing identified in SFAS No. 142. This first step of the
transitional impairment testing will be completed by the end of the second
quarter of 2002. 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 impact of non-amortization of goodwill on the
Company's net income for the three months ended March 31, 2002 was a $2.9
million increase, or $0.13 per share of common stock - basic. The Company also
reclassified to other intangible assets approximately $1.3 million previously
classified as goodwill. Amortization expense for goodwill for the three months
ended March 31, 2001 was $3.6 million. Amortization expense for intangible
assets for the three months ended March 31, 2002 was $1.0 million. Amortization
expense for the succeeding five years is expected to be as follows: 2002 - $5.2
million, 2003 - $5.8 million, 2004 - $5.7 million, 2005 - $4.5 million, and 2006
- $3.8 million. The total gross carrying value and accumulated amortization of
the Company's intangible assets by major intangible asset class is as follows:
8
GOLDEN TELECOM, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(UNAUDITED)
AS OF AS OF
DECEMBER 31, 2001 MARCH 31, 2002
------------------------ -----------------------
(IN THOUSANDS)
ACCUMULATED ACCUMULATED
COST AMORTIZATION COST AMORTIZATION
------- ------------ ------- ------------
Amortized intangible assets:
Telecommunications service contracts .. $33,823 $(3,691) $34,751 $(4,204)
Licenses .............................. 2,854 (839) 2,454 (918)
Other intangible assets ............... 9,360 (3,084) 10,920 (4,187)
------- ------- ------- -------
Total ............................... $46,037 $(7,614) $48,125 $(9,309)
======= ======= ======= =======
Other intangible assets, includes software, internet software and related
content, as well as other intangible assets.
As of December 31, 2001 the Company's goodwill by reportable business
segment, after the $1.3 million reclassification, was as follows; CLEC $15.5
million; and Data and Internet $1.9 million.
The pro forma impact on net loss and net loss per share for the three
months ended March 31, 2001 compared to actual results for the three months
ended March 31, 2002 is as follows:
THREE MONTHS ENDED
MARCH 31,
--------------------------
2001 2002
--------- ---------
(IN THOUSANDS, EXCEPT PER
SHARE DATA)
Reported net income (loss) .............................. $ (3,910) $ 6,206
Goodwill amortization ................................... 3,627 --
Negative goodwill amortization on equity investee ....... (54) --
--------- ---------
Adjusted net income (loss) .............................. $ (337) $ 6,206
========= =========
Basic net income (loss) per share:
Reported net income (loss) .............................. $ (0.16) $ 0.28
Goodwill amortization ................................... 0.15 --
Negative goodwill amortization on equity investee ....... -- --
--------- ---------
Adjusted net income (loss) per share .................... $ (0.01) $ 0.28
========= =========
Diluted net income (loss) per share:
Reported net income (loss) .............................. $ (0.16) $ 0.27
Goodwill amortization ................................... 0.15 --
Negative goodwill amortization on equity investee ....... -- --
--------- ---------
Adjusted net income (loss) per share .................... $ (0.01) $ 0.27
========= =========
In August 2001, the FASB issued SFAS No. 143, "Accounting for Asset
Retirement Obligations." This statement deals with the costs of closing
facilities and removing assets. SFAS No. 143 requires entities to record the
fair value of a legal liability for an asset retirement obligation in the period
it is incurred. This cost is initially capitalized and amortized over the
remaining life of the asset. Once the obligation is ultimately settled, any
difference between the final cost and the recorded liability is recognized as a
gain or loss on disposition. SFAS No. 143 is effective for years beginning after
June 15, 2002. The Company is currently evaluating the impact the pronouncement
will have on future consolidated financial statements.
9
GOLDEN TELECOM, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(UNAUDITED)
In August 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets." This statement addresses financial
accounting and reporting for the impairment of disposal of long-lived assets and
supersedes SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and
for Long-Lived Assets to Be Disposed Of," and the accounting and reporting
provisions of Accounting Principles Board Opinion No. 30, "Reporting the Results
of Operations - Reporting the Effects of Disposal of a Segment of a Business,
and Extraordinary, Unusual and Infrequently Occurring Events and Transactions,"
for the disposal of a segment of a business (as previously defined in that
opinion). This statement also amends Accounting Research Bulletin No. 51,
"Consolidated Financial Statements", to eliminate the exception to consolidation
for a subsidiary for which control is likely to be temporary. The provisions of
the statement became effective for financial statements issued for fiscal years
beginning after December 15, 2001. The Company adopted this new standard from
January 1, 2002. The adoption of the pronouncement did not have an effect on the
Company's results of operations or financial position.
3. NET EARNINGS (LOSS) PER SHARE
The Company's net loss per share calculation (basic and diluted) at March
31, 2001 is based upon the Company's weighted average common shares outstanding.
There are no reconciling items in the numerator or denominator of the Company's
net loss per share calculation at March 31, 2001. Warrants and stock options
have been excluded from the net loss per share calculation at March 31, 2001
because their effect would have been antidilutive.
Basic earnings per share at March 31, 2002 is computed on the basis of the
weighted average number of common shares outstanding. Diluted earnings per share
at March 31, 2002 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 components of basic and diluted earnings per share were as follows:
THREE MONTHS ENDED
MARCH 31, 2002
------------------------------
(IN THOUSANDS, EXCEPT EARNINGS
PER SHARE)
Income before cumulative effect of a change
in accounting principle........................... $ 5,232
=======
Weighted average outstanding of:
Common Stock shares............................... 22,533
Dilutive effect of:
Employee stock options............................ 194
------
Common stock and common stock equivalents............ 22,727
------
Earnings per share before cumulative effect of a
change in accounting principle:
Basic............................................. $ 0.24
=======
Diluted........................................... $ 0.23
=======
4. INVESTMENT TRANSACTIONS
In March 2002, subsidiaries of GTI entered into an Ownership Interest
Purchase Agreement with Open Joint Stock Company Rostelecom ("Rostelecom") to
acquire the 50% ownership interest in EDN Sovintel LLC ("Sovintel") held by
Rostelecom. Upon closure, Rostelecom will receive $56.0 million in cash and
debt, and will be issued GTI common stock such that Rostelecom will hold 15% of
the outstanding common shares of GTI on the date of closing. The consummation of
the transaction is conditioned upon, among other things, the receipt of all
necessary regulatory approvals in the United States and Russia and approval by
the Board of Directors of Sovintel and Rostelecom. Upon consummation of the
transaction, GTI will own 100% of Sovintel. The transaction is expected to close
in the second quarter of 2002.
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
March 31, 2002. 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.
Other Matters
Golden Telecom (Ukraine) is involved in a number of commercial disputes
with Ukrtelecom. The most significant disputes include alleged improprieties in
the manner in which Golden Telecom (Ukraine) routed certain traffic through the
state-owned monopoly carrier, Ukrtelecom, and Golden Telecom (Ukraine)'s lease
rights of Ukrtelecom's technical premises.
On March 1, 2002, the Company became aware that the Kiev City Prosecutor's
Office had initiated an investigation into the activities of the Company's
partners in Golden Telecom (Ukraine). The Kiev City Prosecutor's Office
investigation remains open and the Company has not been advised of any results.
In April 2002, the shareholders of Golden Telecom (Ukraine) appointed a new
General Director and the new management has been in consultations with
representatives of the Ukrainian State Committee of Communications and senior
officials of Ukrtelecom. Following the consultations, Golden Telecom (Ukraine)
and Ukrtelecom announced at a joint press conference that it is their mutual
intention to continue to develop the Ukrainian telecommunications market in
cooperation and to resolve their commercial disputes through negotiation rather
than through litigation and court proceedings. If these disputes are not
resolved amicably in the near term, they may have an adverse impact on the
financial condition, results of operations and liquidity of the Company. It is
not currently possible to predict the outcome of these disputes with Ukrtelecom.
The risks of an adverse impact are assessed as possible but not quantifiable.
10
GOLDEN TELECOM, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(UNAUDITED)
6. SEGMENT INFORMATION
LINE OF BUSINESS DATA
The Company operates in four segments within the telecommunications
industry. The four segments are: (1) Competitive Local Exchange Carrier ("CLEC")
Services using our local access overlay networks in Moscow, Kiev, St. Petersburg
and Nizhny Novgorod; (2) Long Distance Services using our fiber optic and
satellite-based network throughout the CIS; (3) Data and Internet Services using
our fiber optic and satellite-based network; and (4) Mobile Services consisting
of mobile networks in Kiev and Odessa, Ukraine. The following tables present
financial information for both consolidated subsidiaries and equity investee
ventures, segmented by the Company's lines of businesses for the periods ended
March 31, 2001 and 2002. 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. Revenue for the three months ended March 31, 2001 has been
revised to eliminate intra-segment transactions, the effect of which is not
significant.
DATA & TOTAL OF
INTERNET LONG MOBILE CORPORATE & BUSINESS CONSOLIDATED
CLEC SERVICES DISTANCE SERVICES ELIMINATIONS SEGMENT RESULTS
--------- --------- --------- --------- ------------ --------- ------------
(IN THOUSANDS)
THREE MONTHS ENDED MARCH 31, 2001
Revenue ................... $ 33,237 $ 13,798 $ 4,749 $ 3,530 $ (1,766) $ 53,548 $ 32,320
Operating income (loss) ... 9,038 (1,204) (1,110) (549) (5,884) 291 (4,826)
Identifiable assets ....... 130,480 74,828 25,864 24,666 176,626 432,464 342,179
Capital expenditures ...... 6,583 7,019 816 433 25 14,876 10,376
ADJUSTMENTS TO RECONCILE
BUSINESS SEGMENT TO
CONSOLIDATED RESULTS
---------------------------
EQUITY
METHOD AFFILIATE
VENTURES ADJUSTMENTS
--------- -----------
(IN THOUSANDS)
THREE MONTHS ENDED MARCH 31, 2001
Revenue ................... $ (26,606) $ 5,378
Operating income (loss) ... (5,104) (13)
Identifiable assets ....... (90,285) --
Capital expenditures ...... (4,500) --
DATA & BUSINESS
INTERNET LONG MOBILE CORPORATE & SEGMENT CONSOLIDATED
CLEC SERVICES DISTANCE SERVICES ELIMINATIONS TOTAL RESULTS
--------- --------- --------- --------- ------------ --------- ------------
(IN THOUSANDS)
THREE MONTHS ENDED MARCH 31, 2002
Revenue ................... $ 40,574 $ 18,243 4,498 3,259 $ (1,010) $ 65,564 $ 36,350
Operating income (loss) ... 12,344 3,806 (911) 579 (1,989) 13,829 5,290
Identifiable assets ....... 192,441 99,238 28,181 9,695 96,936 426,491 307,897
Capital expenditures ...... 6,625 2,210 1,007 49 7 9,898 4,634
ADJUSTMENTS TO RECONCILE
BUSINESS SEGMENT TO
CONSOLIDATED RESULTS
---------------------------
EQUITY
METHOD AFFILIATE
VENTURES ADJUSTMENTS
--------- -----------
(IN THOUSANDS)
THREE MONTHS ENDED MARCH 31, 2002
Revenue ................... $ (33,442) $ 4,228
Operating income (loss) ... (8,539) --
Identifiable assets ....... (118,594) --
Capital expenditures ...... (5,264) --
11
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 ended March 31, 2001 and 2002.
CORPORATE,
OTHER
COUNTRIES
AND CONSOLIDATED
RUSSIA UKRAINE ELIMINATIONS RESULTS
-------- -------- ------------ ------------
THREE MONTHS ENDED MARCH 31, 2001
Revenue .............. $ 23,443 $ 9,338 $ (461) $ 32,320
Long-lived assets .... 165,299 40,861 582 206,742
CORPORATE,
OTHER
COUNTRIES
AND CONSOLIDATED
RUSSIA UKRAINE ELIMINATIONS RESULTS
-------- -------- ------------ ------------
THREE MONTHS ENDED MARCH 31, 2002
Revenue .............. $ 27,930 $ 8,230 $ 190 $ 36,350
Long-lived assets .... 178,877 25,063 1,821 205,761
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 months ended
March 31, 2001 and 2002.
THREE MONTHS ENDED
MARCH 31,
---------------------
2001 2002
------- -------
(IN THOUSANDS)
Revenues ................. $25,352 $32,355
Gross Margin ............. 10,567 14,521
Income from operations ... 4,650 8,232
Net income ............... 3,631 6,001
8. SHAREHOLDERS' EQUITY
The Company's outstanding shares of common stock increased by 65,499 shares
issued in connection with the exercise of stock options in the three months
ended March 31, 2002.
9. SUBSEQUENT EVENT
The Company's equity investee, MCT Corp. ("MCT"), is in default on a loan
note that originally became due on September 29, 2001. In December 2001, MCT
signed an agreement ("the Forbearance Agreement") whereby the holder of the note
agreed to forbear from selling the note or exercising its rights under the
original debt agreements and to extend the terms of repayment until January 31,
2002. MCT is now in default of the Forbearance Agreement and during April 2002
the holder of the loan note took certain steps to protect the collateral related
to the note and has subsequently sold the collateral to a third-party. The
Company is monitoring the situation to determine whether there is other than a
temporary decline in the value of the Company's investment.
12
ITEM 1(b). CONDENSED FINANCIAL STATEMENTS OF EDN SOVINTEL LLC.
EDN SOVINTEL LLC
CONDENSED BALANCE SHEETS
(IN THOUSANDS)
DECEMBER 31, MARCH 31,
2001 2002
------------ ---------
ASSETS (AUDITED) (UNAUDITED)
CURRENT ASSETS
Cash .................................................................... $ 16,793 $ 20,085
Accounts receivable, net of allowance for doubtful accounts of $4,951
and $4,725, respectively ............................................ 14,518 16,853
Due from affiliated companies ........................................... 1,912 1,493
Due from employees ...................................................... 721 690
Inventories ............................................................. 7,519 6,068
Inventory consigned to others ........................................... 1,063 651
VAT receivable, net ..................................................... 207 95
Prepaid expenses and other current assets ............................... 2,586 2,391
-------- --------
TOTAL CURRENT ASSETS ...................................................... 45,319 48,326
Property and equipment, net ............................................... 60,125 63,156
Other noncurrent assets ................................................... 3,069 3,149
-------- --------
TOTAL ASSETS .............................................................. $108,513 $114,631
======== ========
LIABILITIES AND MEMBERS' EQUITY
CURRENT LIABILITIES
Trade payables .......................................................... $ 12,058 $ 13,351
Accrued expenses ........................................................ 4,926 4,076
Due to affiliated companies ............................................. 3,048 6,369
Deferred income taxes ................................................... 1,861 1,703
-------- --------
TOTAL CURRENT LIABILITIES ................................................. 21,893 25,499
Other noncurrent liabilities ............................................ 3,172 3,683
-------- --------
TOTAL LIABILITIES ......................................................... 25,065 29,182
MEMBERS' EQUITY ........................................................... 83,448 85,449
-------- --------
TOTAL LIABILITIES AND MEMBERS' EQUITY ..................................... $108,513 $114,631
======== ========
See notes to condensed financial statements.
13
EDN SOVINTEL LLC
CONDENSED STATEMENTS OF INCOME AND MEMBERS' EQUITY
(IN THOUSANDS)
(UNAUDITED)
THREE MONTHS ENDED
MARCH 31,
------------------------
2001 2002
-------- --------
REVENUE:
Telecommunication services ............. $ 23,501 $ 30,977
Revenue from affiliates ................ 1,851 1,378
-------- --------
25,352 32,355
OPERATING COSTS AND EXPENSES:
Service costs .......................... 14,785 17,834
Selling, general and administrative .... 3,268 3,768
Depreciation ........................... 2,649 2,521
-------- --------
TOTAL OPERATING COSTS AND EXPENSES ....... 20,702 24,123
-------- --------
INCOME FROM OPERATIONS ................... 4,650 8,232
OTHER INCOME (EXPENSE):
Interest income ........................ 54 135
Interest expense ....................... (4) --
Foreign currency (losses) gains ........ 173 (140)
-------- --------
TOTAL OTHER INCOME (EXPENSE) ............. 223 (5)
-------- --------
Income before income taxes ............... 4,873 8,227
Income taxes ............................. 1,242 2,226
-------- --------
NET INCOME ............................... 3,631 6,001
Dividends ................................ -- (4,000)
Members' equity, opening balance ......... 65,237 83,448
-------- --------
Members' equity, closing balance ......... $ 68,868 $ 85,449
======== ========
See notes to condensed financial statements.
14
EDN SOVINTEL LLC
CONDENSED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
THREE MONTHS ENDED MARCH 31,
----------------------------
2001 2002
-------- --------
OPERATING ACTIVITIES
Net income .......................................................... $ 3,631 $ 6,001
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation ...................................................... 2,649 2,521
Provision for doubtful accounts ................................... 479 30
Foreign exchange (gain) loss ...................................... (173) 140
Changes in operating assets and liabilities:
Accounts receivable ............................................... 524 (2,436)
Inventories ....................................................... (538) 1,868
VAT receivable, net ............................................... 1,779 34
Prepaid expenses and other assets ................................. (231) 139
Trade payables .................................................... 1,080 946
Accrued liabilities and other payables ............................ 1,492 (440)
Increase (decrease) in amounts due to affiliated companies, net ... 298 (227)
-------- --------
NET CASH PROVIDED BY OPERATING ACTIVITIES ........................... 10,990 8,576
INVESTING ACTIVITIES
Purchases of property and Equipment ................................ (4,217) (5,129)
-------- --------
FINANCING ACTIVITIES
Payment to partner in commercial arrangement ....................... (22) --
-------- --------
Effect of exchange rate changes on cash ............................. (14) (155)
-------- --------
Net increase in cash ................................................ 6,737 3,292
Cash at beginning of period ......................................... 4,013 16,793
-------- --------
CASH AT END OF PERIOD ............................................... $ 10,750 $ 20,085
======== ========
See notes to condensed financial statements.
15
EDN SOVINTEL LLC
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
1. FINANCIAL PRESENTATION AND DISCLOSURES
EDN Sovintel LLC (the "Company") is a joint venture between Sovinet, which
is a wholly owned subsidiary of Golden Telecom, Inc. ("GTI") and Open Joint
Stock Company Rostelecom ("Rostelecom"). Sovintel was created in 1990 to design,
construct, and operate a telecommunications network in Moscow and later expanded
its operations to other regions of Russia, including St. Petersburg, Pskov and
Kaliningrad. This network provides worldwide communications services,
principally to major hotels, business offices and mobile communication
companies.
The financial statements included herein are unaudited and have been
prepared in accordance with generally accepted accounting principles in the
United States of America ("US GAAP") for interim financial reporting and 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 2001 audited financial statements and the notes related thereto.
The results of operations for the three months ended March 31, 2002 may not be
indicative of the operating results for the full year.
2. POLICIES AND PROCEDURES
For the three months ended March 31, 2001 and 2002, comprehensive income
for the Company is equal to net income.
In June 2001, the Financial Accounting Standards Board ("FASB") issued
Statements of Financial Accounting Standard's ("SFAS") No. 141, "Business
Combinations", and No. 142, "Goodwill and Other Intangible Assets", effective
for fiscal years beginning after December 15, 2001. Under the new rules,
goodwill and intangible assets deemed to have indefinite lives will no longer be
amortized but will be subject to annual impairment tests in accordance with SFAS
No. 142. Other intangible assets will continue to be amortized over their useful
lives. The Company applied the new rules on accounting for goodwill and other
intangible assets beginning in the first quarter of 2002. The adoption of the
new statements did not have an effect on the Company's results of operations or
financial position.
In August 2001, the FASB issued SFAS No. 143, "Accounting for Asset
Retirement Obligations." This statement deals with the costs of closing
facilities and removing assets. SFAS No. 143 requires entities to record the
fair value of a legal liability for an asset retirement obligation in the period
it is incurred. This cost is initially capitalized and amortized over the
remaining life of the asset. Once the obligation is ultimately settled, any
difference between the final cost and the recorded liability is recognized as a
gain or loss on disposition. SFAS No. 143 is effective for years beginning after
June 15, 2002. The Company is currently evaluating the impact the pronouncement
will have on future financial statements.
In August 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets." This statement addresses financial
accounting and reporting for the impairment of disposal of long-lived assets and
supersedes SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and
for Long-Lived Assets to Be Disposed Of," and the accounting and reporting
provisions of Accounting Principles Board Opinion No. 30, "Reporting the Results
of Operations - Reporting the Effects of Disposal of a Segment of a Business,
and Extraordinary, Unusual and Infrequently Occurring Events and Transactions,"
for the disposal of a segment of a business (as previously defined in that
opinion). This statement also amends Accounting Research Bulletin No. 51,
"Consolidated Financial Statements", to eliminate the exception to consolidation
for a subsidiary for which control is likely to be temporary. The provisions of
the statement became effective for financial statements issued for fiscal years
beginning after December 15, 2001. The Company adopted this new standard from
January 1, 2002. The adoption of the pronouncement did not have an effect on the
Company's results of operations or financial position.
16
EDN SOVINTEL LLC
NOTES TO CONDENSED FINANCIAL STATEMENTS - (CONTINUED)
(UNAUDITED)
3. CONTINGENCIES
Tax Matters
The Company's policy is to accrue for contingencies in the accounting
period in which a liability is deemed probable and the amount is reasonably
determinable. In this regard, because of the uncertainties associated with
Russian taxation, including income tax and value added tax, the Company's final
Russian taxes may be in excess of the estimated amount expensed to date and
accrued at March 31, 2002. It is the opinion of management that the ultimate
resolution of the Company's Russian tax liability, to the extent not previously
provided for, will not have a material effect on the financial condition of the
Company. However, depending on the amount and timing of an unfavorable
resolution of any contingencies associated with Russian taxes, it is possible
that the Company's future results of operations or cash flows could be
materially affected in a particular period.
4. OTHER TRANSACTIONS
In March 2002, the Company's 50% owners, subsidiaries of GTI and Rostelecom
entered into an Ownership Interest Purchase Agreement for GTI to acquire the 50%
ownership interest in the Company held by Rostelecom. Upon closure, Rostelecom
will receive $56.0 million cash and debt, and will be issued GTI common stock
such that Rostelecom will hold 15% of the outstanding common shares of GTI on
the date of closing. The consummation of the transaction is conditioned upon,
among other things, the receipt of all necessary regulatory approvals in the
United States and Russia and approval of the Board of Directors of the Company
and Rostelecom. Upon consummation of the transaction, GTI will own 100% of the
Company. The transaction is expected to close in the second quarter of 2002.
17
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 month periods ended March
31, 2002 and March 31, 2001. This information should be read in conjunction with
the Company's Condensed, Consolidated Financial Statements and the notes related
thereto appearing elsewhere in the document.
OVERVIEW
We are a leading facilities-based provider of integrated telecommunications
and Internet services in major population centers throughout Russia, Ukraine and
other countries of the Commonwealth of Independent States ("CIS"). We organize
our operations into four business groups, as follows:
o Competitive Local Exchange Carrier ("CLEC") Services. Using our local
access overlay networks in Moscow, Kiev, St. Petersburg and Nizhny
Novgorod, we provide a range of services including local exchange and
access services, international and domestic long distance services, data
communications, Internet access and the design of corporate networks;
o Data and Internet Services. Using our fiber optic and satellite-based
networks, including 145 points of presence in Russia, Ukraine and other
countries of the CIS, we provide data and Internet services including: (a)
Business to Business services, such as data communications, dedicated
Internet access, web design, web-hosting, co-location and data-warehousing
and (b) Business to Consumer services, such as dial-up Internet access and
web content and a family of Internet portals;
o Long Distance Services. Using our fiber optic and satellite-based network,
we provide long distance voice services in Russia; and
o Mobile Services. Using our mobile networks in Kiev and Odessa, Ukraine, we
provide long distance services with value-added features, such as
voicemail, roaming and messaging services on a subscription and prepaid
basis.
Additionally, we hold a minority interest in MCT Corp. ("MCT"), which in
turn has ownership interests in mobile operations located throughout Russia and
in Uzbekistan and Tajikistan. We treat our ownership interest in MCT as an
investment and are not actively involved in the day-to-day management of the
operations.
Most of our revenue is derived from high-volume business customers and
carriers. Our business customers include large 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 service offered. In the past several
years, other telecommunications operators have also introduced high-quality
services to the segments of the business market in which we operate. Competition
with these operators is intense, 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 despite increasing inflation, price pressures associated
with devaluation have eased considerably. We cannot be certain that the exchange
rate will remain stable in the future and therefore we may experience additional
price pressures.
Since early 2000, we 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 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. We expect that this trend of
year over year increases will continue as long as the Russian economy continues
to develop.
Although we expect competition to continue to force the general level of
tariffs downward, we expect to mitigate partially the effects of this pressure
by seeking, where possible, further reductions in the settlement and
interconnection rates that we pay to other telecommunications operators. In
general, we expect settlement and interconnection rates to continue to decline
broadly in line with tariffs.
18
To both mitigate declines in traffic margins and 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 reduce our unit transmission
costs and ensure sufficient capacity to meet the growing demand for data and
Internet services. As part of this strategy, we have acquired the rights to use
up to STM-16 fiber optic capacity on the Moscow to Stockholm route,
significantly reducing our unit cost per E-1 fiber optic link on this route, the
final increase in capacity from STM-4 to STM-16 taking place in the first
quarter of 2001. In September 2001, we acquired rights to use up to VC-3 fiber
optic capacity on major routes within Russia to support the increase in our
interregional traffic and our regional expansion strategy. We expect to continue
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.
Our mobile operations in Ukraine continue to be under strong competitive
pressure and we foresee that average revenue per subscriber will continue to
decline. In the fourth quarter of 2001 we reassessed our plans for this business
and as a result we recorded an impairment charge of $10.4 million. In line with
our expectations revenues have continued to decline, although, at the same time,
we have commenced the implementation of a cost reduction program. We currently
are working towards refocusing our mobile operations as an additional service
offered by business services operations to corporate clients.
In Kiev, Ukraine we continue to experience issues relating to obtaining
further numbering capacity for our business services operations. In this regard,
we are continuing negotiations with Ukrtelecom, the state-owned operator, for
performance of overdue obligations related to the provision of numbering
capacity for which we have prepaid. Our ability to grow our business services
operations in Kiev will be limited if we do not have access to numbering
capacity.
Golden Telecom (Ukraine) ("GTU") is involved in a number of other
commercial disputes with Ukrtelecom. The most significant disputes include
alleged incorrect routing of traffic and GTU's lease rights of Ukrtelecom's
technical premises.
We reassessed and suspended our incoming international traffic off-network
termination activities, pending the resolution of certain regulatory issues and
as a result we experienced a reduction of approximately $1.6 million in revenue
in the fourth quarter of 2001. On March 1, 2002 we became aware that the Kiev
City Prosecutor's Office had initiated an investigation into the activities of
our partners in GTU. Although all the facts concerning the allegations are not
known to us at this time, the investigation appears to concern alleged
improprieties in the manner in which GTU routed certain traffic through the
state owned monopoly carrier, Ukrtelecom. Our partners in GTU, who acted as
General Director and Technical Director under the terms of that entity's
foundation agreements, are of the opinion that these events are related to
ongoing commercial disputes and litigation between GTU and Ukrtelecom. Although
the suspended traffic was not reestablished in the first quarter, we expect that
the suspended traffic will be partially reestablished during 2002. The Kiev City
Prosecutor's Office investigation remains open and we have not been advised of
any results.
In April 2002, a new General Director, who was nominated by GTI, was
appointed by the shareholders of GTU. The new management of GTU then consulted
with representatives of the Ukrainian State Committee of Communications and
senior officials at Ukretelecom. Following the consultations, GTU and Ukrtelecom
announced at a joint press conference on April 17, 2002 that it is their mutual
intention to continue to develop the Ukrainian telecommunications market in
cooperation and to resolve their commercial disputes through negotiation rather
than through litigation and court proceedings.
If these disputes are not resolved amicably in the near term, they may have
an adverse impact on the financial condition, results of operations and
liquidity of GTU. The risks of an adverse impact are assessed as possible but
not quantifiable.
In addition to the traditional voice and data service provision, we have
been actively pursuing a strategy of developing non-traditional telecom service
offerings including those related to the Internet, such as web hosting, web
design, and vertical and horizontal Internet portal development. In line with
experience outside of Russia, we have not seen the rapid development of Internet
based services that was expected. Internet based advertising and e-commerce
revenues have not developed to significant levels and we have 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 as
one of our range of Internet services and be in a position to capitalize on any
upturn in demand for this service.
We have seen a significant 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 ("ISP"),
Cityline,
19
together with ISP Uralrelcom and infrastructure company PTK, and together, these
entities allow us to increase our regional dial-up Internet presence and
increase our numbering capacity and access lines in Moscow. The new Moscow
capacity is not yet functional and we currently expect that the capacity will be
available in the second quarter of 2002. If the dial-up capacity does not
materialize, we will explore additional options for local dial-up capacity. The
Moscow numbering capacity and some of the access lines to be provided by PTK are
intended to support incremental CLEC 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 data and Internet Services division.
We have continued our process of integrating our acquisitions, improving
operational efficiency and cost containment, which is intended to improve our
operating performance. We expect to incur further costs associated with overall
restructuring of our operations in 2002.
Our equity investee, MCT, is in default on a loan note that originally
became due on September 29, 2001. In December 2001, MCT signed an agreement
("the Forbearance Agreement") whereby the holder of the note agreed to forbear
from selling the note or exercising its rights under the original debt
agreements and to extend the terms of repayment until January 31, 2002. MCT is
now in default of the Forbearance Agreement and during April 2002 the holder of
the loan note took certain steps to protect the collateral related to the note
and has subsequently sold the collateral to a third party. We are monitoring the
situation to determine whether there is other than a temporary decline in the
value of the Company's investment.
In November 2001, we announced that we had signed a Memorandum of
Understanding with Open Joint Stock Company Rostelecom ("Rostelecom"), to
acquire Rostelecom's 50% holding in EDN Sovintel LLC ("Sovintel"). On March 13,
2002 we executed an Ownership Interest Purchase Agreement finalizing the terms
of the acquisition. The closure of the transaction is dependent upon the
performance or fulfillment of a number of conditions-precedent, including the
receipt of necessary regulatory approvals from currency control and anti-trust
agencies in Russia and the United States of America. We expect the transaction
to close during the second quarter of 2002. The consolidation of Sovintel into
our Consolidated Financial Statements will have a significant impact on our
results of operations and our financial position. Revenue will increase, subject
to intercompany eliminations, and net income is expected to increase, but
partially offset by a reduction in equity in earnings of ventures. Amortization
expense will increase subject to the amount of intangible assets identified as
part of the purchase price accounting.
CRITICAL ACCOUNTING POLICIES
The fundamental objective of financial reporting is to provide useful
information that allows a reader to comprehend the business activities of Golden
Telecom, Inc. ("GTI"). 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.
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.
Long-lived asset recovery policies; 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 annual internal studies to confirm the
appropriateness of estimated economic useful lives for each category of current
property and equipment. Additionally, long-lived assets, including goodwill and
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 require both judgment and estimation.
20
RECENT ACCOUNTING PRONOUNCEMENTS
In June 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standard ("SFAS") No. 141, "Business
Combinations", and No. 142, "Goodwill and Other Intangible Assets", effective
for fiscal years beginning after December 15, 2001. Under the new rules,
goodwill and intangible assets deemed to have indefinite lives will no longer be
amortized but will be subject to annual impairment tests in accordance with
SFAS No. 142. Other intangible assets will continue to be amortized over their
useful lives. Impairment losses that arise due to the initial application of
this standard will be reported as a cumulative effect of a change in accounting
principle. The first step of the goodwill impairment test, which must be
completed within six months of the effective date of SFAS No. 142, will
identify potential goodwill impairment. The second step of the goodwill
impairment test, which must be completed by prior to the issuance of the annual
financial statements, will measure the amount of goodwill impairment loss, if
any. We adopted SFAS No. 141, "Business Combinations" which was effective for
business combinations consummated after June 30, 2001. We adopted SFAS No. 142,
"Goodwill and Other Intangible Assets" on January 1, 2002 and discontinued
amortization of goodwill as of such date.
We have not completed step one of the transitional goodwill impairment
testing identified in SFAS No. 142. This first step of the transitional
impairment testing will be completed by the end of the second quarter of 2002.
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 the
Company's equity method investments in the amount of $1.0 million. The impact of
non-amortization of goodwill on our net income for the three months ended March
31, 2002 was a $2.9 million increase, or $0.13 per share of common stock-basic.
We also reclassified to other intangible assets approximately $1.3 million
previously classified as goodwill. Amortization expense for goodwill for the
three months ended March 31, 2001 was $3.6 million. Amortization expense for
intangible assets for the three months ended March 31, 2002 was $1.0 million.
Amortization expense for the succeeding five years is expected to be as follows:
2002 - $5.2 million, 2003 - $5.8 million, 2004 - $5.7 million, 2005 - $4.5
million, and 2006 - $3.8 million.
The pro forma impact on net loss and net loss per share for the three
months ended March 31, 2001 compared to actual results for the three months
ended March 31, 2002 is as follows:
THREE MONTHS ENDED
MARCH 31,
--------------------------
2001 2002
--------- ---------
(IN THOUSANDS, EXCEPT PER
SHARE DATA)
Reported net income (loss) .............................. $ (3,910) $ 6,206
Goodwill amortization ................................... 3,627 --
Negative goodwill amortization on equity investee ....... (54) --
--------- ---------
Adjusted net income (loss) .............................. $ (337) $ 6,206
========= =========
Basic net income (loss) per share:
Reported net income (loss) .............................. $ (0.16) $ 0.28
Goodwill amortization ................................... 0.15 --
Negative goodwill amortization on equity investee ....... -- --
--------- ---------
Adjusted net income (loss) per share .................... $ (0.01) $ 0.28
========= =========
Diluted net income (loss) per share:
Reported net income (loss) .............................. $ (0.16) $ 0.27
Goodwill amortization ................................... 0.15 --
Negative goodwill amortization on equity investee ....... -- --
--------- ---------
Adjusted net income (loss) per share .................... $ (0.01) $ 0.27
========= =========
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
21
retirement obligation in the period it is incurred. This cost is initially
capitalized and amortized over the remaining life of the asset. Once the
obligation is ultimately settled, any difference between the final cost and the
recorded liability is recognized as a gain or loss on disposition. SFAS No. 143
is effective for years beginning after June 15, 2002. We are currently
evaluating the impact the pronouncement will have on future consolidated
financial statements.
In August 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets." This statement addresses financial
accounting and reporting for the impairment of disposal of long-lived assets and
supersedes SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and
for Long-Lived Assets to Be Disposed Of," and the accounting and reporting
provisions of Accounting Principles Board Opinion No. 30, "Reporting the Results
of Operations - Reporting the Effects of Disposal of a Segment of a Business,
and Extraordinary, Unusual and Infrequently Occurring Events and Transactions,"
for the disposal of a segment of a business (as previously defined in that
opinion). This statement also amends Accounting Research Bulletin No. 51,
"Consolidated Financial Statements", to eliminate the exception to consolidation
for a subsidiary for which control is likely to be temporary. The provisions of
the statement became effective for financial statements issued for fiscal years
beginning after December 15, 2001. We adopted this new standard from January 1,
2002. The adoption of the pronouncement did not have an effect on our results of
operations or financial position.
RESULTS OF OPERATIONS
GTI was formed in June 1999 to be the holding company for all of Global
TeleSystems, Inc.'s ("GTS") businesses in the CIS and supporting operations. The
results of our four business groups from the operations of both our consolidated
entities combined with the non-consolidated entities where we are actively
involved in the day-to-day management, are shown in footnote 6 "Segment
Information - Line of Business Data" to our consolidated financial statements.
In addition, we have included a discussion of Sovintel, our primary
non-consolidated operation, which entity is material to our business. We believe
that this discussion is helpful to develop an understanding of the factors
contributing to our overall financial condition and results of operations.
Certain revenue and cost of revenue information presented for the three
months ended March 31, 2001 has been revised to eliminate intra-line of business
transactions, the effect of which is not significant.
The discussion of our results of operations is organized as follows:
THREE MONTHS ENDED MARCH 31, 2002 COMPARED TO THREE MONTHS ENDED MARCH 31, 2001
o Consolidated Results. Results of Operations for the Three Months Ended
March 31, 2002 compared to the Results of Operations for the Three
Months Ended March 31, 2001
o Non-Consolidated Results. Results of Non-Consolidated Operations of
EDN Sovintel LLC for the Three Months Ended March 31, 2002 compared to
the Results of Non-Consolidated Operations of EDN Sovintel LLC for the
Three Months Ended March 31, 2001
CONSOLIDATED RESULTS -- CONSOLIDATED RESULTS OF OPERATIONS FOR THE THREE MONTHS
ENDED MARCH 31, 2002 COMPARED TO THE CONSOLIDATED RESULTS OF OPERATIONS FOR THE
THREE MONTHS ENDED MARCH 31, 2001
REVENUE
Our revenue increased by 13% to $36.4 million for the three months ended
March 31, 2002 from $32.3 million for the three months ended March 31, 2001. The
breakdown of revenue by business group was as follows:
CONSOLIDATED REVENUE CONSOLIDATED REVENUE
FOR THE THREE MONTHS FOR THE THREE MONTHS
ENDED MARCH 31, 2001 ENDED MARCH 31, 2002
-------------------- --------------------
(IN MILLIONS)
REVENUE
CLEC services ................... $ 10.8 $ 10.7
Data and Internet services ...... 13.8 18.2
Long distance services .......... 4.6 4.3
Mobile services ................. 3.5 3.3
Eliminations .................... (0.4) (0.1)
------- -------
TOTAL REVENUE ..................... $ 32.3 $ 36.4
22
CLEC Services. Revenue from CLEC Services decreased 1% to $10.7 million for
the three months ended March 31, 2002 compared to $10.8 million for the three
months ended March 31, 2001.
The CLEC Services division of TeleRoss revenue increased by 8% to $7.1
million for the three months ended March 31, 2002 from $6.6 million for the
three months ended March 31, 2001. This is mainly due to increases in monthly
recurring revenue partly due to increasing numbering capacity in service, offset
by a decrease in traffic revenue, largely as a result of pricing concessions
made to its largest customer on local traffic.
The CLEC Services division of Golden Telecom BTS revenue decreased by 33%
to $2.8 million for the three months ended March 31, 2002 from $4.2 million for
the three months ended March 31, 2001. The decrease in revenue was due the
suspension of the termination of certain incoming traffic from the beginning of
the fourth quarter of 2001.
For Agentstvo Delovoi Svyazi ("ADS"), acquired in September 2001, revenue
was $0.8 million for the three months ended March 31, 2002.
Data and Internet Services. Revenue from Data and Internet Services
increased by 32% to $18.2 million for the three months ended March 31, 2002 from
$13.8 million for the three months ended March 31, 2001. The increase is largely
the result of increases in Internet revenue from both dial-up and dedicated
Internet subscribers, increases in private line channel revenue, increases in
Internet traffic and other Internet related revenues. Internet revenues were
increased by the acquisition of Cityline and Uralrelcom in the second quarter of
2001, however, Cityline's subscribers are in the process of being absorbed into
our TeleRoss operations so we are not able to identify the incremental impact of
this acquisition on the three months ended March 31, 2002. Uralrelcom's revenue
was $0.5 million for the three months ended March 31, 2002.
Long Distance Services. Revenue from Long Distance Services decreased by 7%
to $4.3 million for the three months ended March 31, 2002 from $4.6 million for
the three months ended March 31, 2001. Equipment revenues declined in the three
months ended March 31, 2002, as compared to the three months ended March 31,
2001, due to a large contract that was installed in the first quarter of 2001.
This decline was partly offset by increases in recurring fees and traffic
revenues due to an increasing end-user customer base in Moscow.
Mobile Services. Revenue from Mobile Services decreased by 6% to $3.3
million for the three months ended March 31, 2002 from $3.5 million for the
three months ended March 31, 2001. Active subscribers declined approximately 4%
at Golden Telecom GSM, and pricing competition has reduced average revenue per
active subscriber by 10% to approximately $28 per month.
EXPENSES
The following table shows our principal expenses for the three months ended
March 31, 2002 and March 31, 2001:
CONSOLIDATED EXPENSES CONSOLIDATED EXPENSES
FOR THE THREE MONTHS FOR THE THREE MONTHS
ENDED MARCH 31, 2001 ENDED MARCH 31, 2002
--------------------- ---------------------
(IN MILLIONS)
COST OF REVENUE
CLEC services ................... $ 4.2 $ 3.7
Data and Internet services ...... 6.1 7.8
Long distance services .......... 3.8 3.2
Mobile services ................. 1.0 0.8
Eliminations .................... (0.4) (0.1)
------- -------
TOTAL COST OF REVENUE ............. 14.7 15.4
Selling, general and .............. 12.7 9.7
administrative
Depreciation and amortization ..... 9.7 6.0
Equity in losses (earnings)
of ventures ..................... (0.6) (1.7)
Interest income ................... (1.5) (0.5)
Interest expense .................. 0.6 0.6
Foreign currency loss ............. 0.3 0.3
Provision for income taxes ........ 0.2 1.3
Cumulative effect of a change
in accounting principle ........... $ -- $ 1.0
23
Cost of Revenue
Our cost of revenue increased by 5% to $15.4 million for the three months
ended March 31, 2002 from $14.7 million for the three months ended March 31,
2001.
CLEC Services. Cost of revenue from CLEC Services decreased by 12% to $3.7
million, or 35% of revenue, for the three months ended March 31, 2001 from $4.2
million, or 39% of revenue, for the three months ended March 31, 2001.
The CLEC Services division of TeleRoss' cost of revenue was $2.1 million,
or 30% of revenue, for the three months ended March 31, 2002 compared to $2.1
million, or 32% of revenue, for the three months ended March 31, 2001. The
decrease as a percentage of revenue resulted from settlements to other operators
not decreasing in line with the pricing concessions to customers.
The CLEC Services division of Golden Telecom BTS cost of revenue decreased
by 43% to $1.2 million, or 43% of revenue, for the three months ended March 31,
2002 from $2.1 million, or 50% of revenue, for the three months ended March 31,
2001. Cost of revenue decreased as a percentage of revenue due to suspension of
certain lower margin carriers' carrier traffic.
Data and Internet Services. Cost of revenue from Data and Internet Services
increased by 28% to $7.8 million, or 43% of revenue, for the three months ended
March 31, 2002 from $6.1 million, or 44% of revenue, for the three months ended
March 31, 2001. Increases in higher margin corporate data and Internet revenues
have more than offset increases in lower margin dial-up Internet revenues.
Long Distance Services. Cost of revenue from Long Distance Services
decreased by 16% to $3.2 million, or 74% of revenue, for the three months ended
March 31, 2002 from $3.8 million, or 83% of revenue, for the three months ended
March 31, 2001. The improvement in cost of revenue as a percentage of revenue is
partly due to the reduction in lower margin equipment sales as part of the mix.
Mobile Services. Cost of revenue from Mobile Services decreased by 20% to
$0.8 million, or 24% of revenue, for the three months ended March 31, 2002 from
$1.0 million, or 29% of revenue, for the three months ended March 31, 2001. The
cost of revenue was maintained as a percentage of revenue, despite the reduced
revenue, as a result of cost controls.
Selling, General and Administrative
Our selling, general and administrative expenses decreased by 24% to $9.7
million, or 27% of revenue, for the three months ended March 31, 2002 from $12.7
million, or 39% of revenue, for the three months ended March 31, 2001. This
mainly due to reductions in advertising, employee related costs, bad debt and
other selling, general and administrative expenses.
Depreciation and Amortization
Our depreciation and amortization expenses decreased by 38% to $6.0 million
for the three months ended March 31, 2002 from $9.7 million for the three months
ended March 31, 2001. The decrease is in part due to the adoption of SFAS No.
142 which requires that goodwill no longer be amortized effective from January
1, 2002 which has an impact of a reduction of approximately $2.9 million on the
amortization expense in the quarter and also as a result of the impairment
charges recorded in the fourth quarter of 2001, which in turn reduces the level
of depreciation and amortization recorded for the three months ended March 31,
2002 by $1.8 million. These reductions were, in part, offset by the continuing
capital expenditures of the consolidated entities.
24
Equity in Earnings/Losses of Ventures
The earnings after interest and tax charges from our investments in
non-consolidated ventures were $1.7 million for the three months ended March 31,
2002 up from earnings of $0.6 million for the three months ended March 31, 2001.
We recognized earnings at Sovintel of $2.6 million for the three months ended
March 31, 2002, which more than offset our recognized losses in MCT. In the
three months ended March 31, 2001, our recognized earnings at Sovintel were $1.8
million which were largely offset by our recognized losses of $1.3 million from
MCT.
Interest Income
Our interest income was $0.5 million for the three months ended March 31,
2002 down from $1.5 million for the three months ended March 31, 2001. The
decrease in interest income mainly reflects the reduced balance of cash, cash
equivalents and investments available for sale following the use of part of the
proceeds from our Initial Public Offering for acquisitions and capital
expenditure.
Interest Expense
Our interest expense was $0.6 million for the three months ended March 31,
2002 level with $0.6 million for the three months ended March 31, 2001.
Foreign Currency Loss
Our foreign currency loss was $0.3 million for the three months ended March
31, 2002, compared to a $0.3 million loss for the three months ended March 31,
2001. The same level of loss in part reflects the steady devaluation of the
ruble for the three months ended March 31, 2002, as compared to the three months
ended March 31, 2001.
Provision for Income Taxes
Our charge for income taxes was $1.3 million for the three months ended
March 31, 2002 compared to a $0.2 million for three months ended March 31, 2001.
The increase was mainly due to the increased profitability of our Russian
operations and a corresponding increase in the level of income taxes incurred in
Russia. Income taxes in Ukraine and the USA increased slightly.
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 in the three months ended March 31,
2002.
Net Income (Loss) and Net Income (Loss) per Share
Our net income for the three months ended March 31, 2002 was $6.2 million,
compared to a net loss $3.9 million for the three months ended March 31, 2001.
Our net income per share of common stock increased to $0.28 for the three
months ended March 31, 2002, compared to a net loss per common share $0.16 in
the three months ended March 31, 2001. The increase in net income per share of
common stock was due to the increase in net income and a decrease in the number
of weighted average shares to 22,532,910 in the three months ended March 31,
2002, compared to 24,495,770 in the three months ended March 31, 2001.
Our net income per share of common stock assuming dilution increased to
$0.27 for the three months ended March 31, 2002, compared to a net loss per
common share of $0.16 in the three months ended March 31, 2001. The increase in
net income per share of common stock assuming dilution was due to the increase
in net income and a decrease in the number of weighted averages shares to
22,726,902 in the three months ended March 31, 2002, compared to 24,495,770 in
the three months ended March 31, 2001.
25
NON-CONSOLIDATED RESULTS -- NON-CONSOLIDATED RESULTS OF OPERATIONS FOR THE THREE
MONTHS ENDED MARCH 31, 2002 COMPARED TO THE NON-CONSOLIDATED RESULTS OF
OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2001
This section is comprised of a limited discussion of the results of
operations of our principal non-consolidated entity, Sovintel, in which we own a
50% interest.
SOVINTEL
Revenue
Sovintel's revenue increased by 28% to $32.4 million for the three months
ended March 31, 2001 from $25.4 million, for the three months ended March 31,
2001. Increases in recurring revenues, outgoing traffic revenues and equipment
revenues were partly offset by a decline in incoming traffic revenues.
Cost of Revenue
Sovintel's cost of revenue increased by 20% to $17.8 million for the three
months ended March 31, 2002 from $14.8 million for the three months ended March
31, 2001. The decrease of cost of revenue to 55% of revenue from 58% of revenue
was primarily the result of increases in higher margin traffic in the revenue
mix.
Selling, General and Administrative
Sovintel's selling, general and administrative expenses increased by 15% to
$3.8 million, or 12% of revenue, for the three months ended March 31, 2002 from
$3.3 million, or 13% of revenue for the three months ended March 31, 2001. The
increase was largely due to increased costs required to support the increased
revenue, albeit the increase in costs was at a lower level in percentage terms.
LIQUIDITY AND CAPITAL RESOURCES
Our cash, cash equivalents and investments available for sale were $52.2
million and $46.4 million as of March 31, 2002 and December 31, 2001,
respectively. Of these amounts, our cash and cash equivalents were $47.2 million
and $37.4 million as of March 31, 2002 and December 31, 2001, respectively. We
have invested in money market instruments with an original maturity greater than
three months which are classified as investments available for sale. At March
31, 2002 and December 31, 2001 investments available for sale were $5.0 million
and $9.0 million, respectively.
Our total restricted cash was $2.0 million and $3.4 million as of March 31,
2002, and December 31, 2001, respectively. The restricted cash is maintained in
connection with certain of our debt obligations as described below.
During the three months ended March 31, 2002, we had net cash inflows of
$7.8 million from our operating activities. During the three months ended March
31, 2001, we had net cash inflows of $3.3 million from our operating activities.
This increase in net cash inflows from operating activities at March 31, 2002 is
due to the achievement of net income, increased revenues and a reduction in our
operating expenses. The net decrease in net cash inflows from investing
activities of $43.1 million at March 31, 2001, to $3.1 million at March 31, 2002
was primarily due to the receipt of proceeds in the three months ended March 31,
2001 from investing in money market instruments with an original maturity
greater than three months. Network investing activities totaled $4.6 million for
the three months ended March 31, 2002 and included capital expenditures
principally attributable to building our telecommunications network. Network
investing activities totaled $10.4 million for the three months ended March 31,
2001 and included fiber optic capacity between Moscow and Stockholm and the GSM
network build out in Odessa, Ukraine. During the three months ended March 31,
2002, we received a recovery of funds from escrow of $3.0 million in association
with our acquisition of PTK in June 2001.
We had working capital of $43.5 million as of March 31, 2002 and $36.0
million as of December 31, 2001. At March 31, 2002, we had total debt, excluding
capital lease obligations, of approximately $11.5 million, of which $8.3 million
were current maturities. At December 31, 2001, we had total debt, excluding
capital lease obligations, of approximately $13.2 million, of which $9.9 million
were current maturities. Total debt included amounts that were fully
collateralized by restricted cash. At March 31, 2002 $6.3 million of our
short-term debt was at fixed rates. At December 31, 2001 $6.3 million of our
short-term debt was at fixed rates. We repaid $1.7 million of debt in the three
months ended March 31, 2002, compared to $0.6 million in the three months ended
March 31, 2001. Additionally,
26
we received $0.8 million of proceeds from the exercising of employee stock
options, compared to none in the three months ended March 31, 2001.
In the first quarter of 2000, we entered into a lease for fiber capacity,
including facilities and maintenance, from Moscow to Stockholm. The lease has an
initial term of ten years with an option to renew for an additional five years.
Full prepayments were made to the lessor in April 2000, August 2000 and February
2001. These prepayments have been offset against the lease obligation in the
financial statements of the Company.
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
joint 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 March 31, 2002 for all these facilities totaled $1.6
million, of which $0.8 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 losses from operations. We may also require
capital for our acquisition and business development initiatives. The net
proceeds from our IPO and our private placement have been and will be applied to
these funding requirements. We also expect to fund these requirements through
our cash flow from operations, proceeds from additional equity and debt
offerings that we may conduct, and debt financing facilities.
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 combination of the above. We are currently
negotiating a credit facility in the amount of $30.0 million to enable us to
consummate the acquisition of Sovintel, discussed earlier in this report. In the
case these especially large or numerous acquisitions do not materialize, we
expect our current sources of funding, including the net proceeds from our IPO
and the related investment, to finance our capital requirements for the next 12
to 24 months. The actual amount and timing of our future capital requirements
may differ materially from our current estimates because of changes and
fluctuations in our anticipated acquisitions, investments, revenue, operating
costs and network expansion plans and access to alternative sources of financing
on favorable terms. However, we may not be able to obtain additional financing
on favorable terms. As a result, we may be subject to additional or more
restrictive financial covenants, our interest obligations may increase
significantly and our shareholders may be adversely diluted. Our failure to
generate sufficient funds in the future, whether from operations or by raising
additional debt or equity capital, may require us to delay or abandon some or
all of our anticipated expenditures, to sell assets, or both, which could have a
material adverse effect on our operations.
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.
Although we have achieved positive cash flow from operations, we cannot
assure you that our operations will sustain positive operating cash flow.
Although we expect to achieve operating profitability in the future, we cannot
assure you that our operations will achieve and sustain operating profitability.
As a result, we may not be able to meet our debt service obligations or working
capital requirements, and the value of our shares of common stock may decline.
SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS
Certain statements contained in "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and other parts of this document,
including, without limitation, those concerning (i) projected traffic volume;
(ii) expected benefits from our acquisitions, (iii) future revenues and costs;
(iv) changes in the Golden Telecom's competitive environment; (v) our
projections concerning our liquidity and capital resources; and (vi) the
political and financial situation in the markets in which we operate, contain
forward-looking statements concerning the Company's operations, economic
performance and financial condition. Because such statements involve risks and
uncertainties, actual results may differ materially from those expressed or
implied by such forward-looking statements. Among the key factors that have a
direct bearing on the Company's results of operations, economic performance
27
and financial condition are the commercial and execution risks associated with
implementing the Company's business plan, the political, economic and legal
environment in the markets in which the Company operates, increasing
competitiveness in the telecommunications and Internet-related businesses that
may limit growth opportunities, and the consummation of numerous or large
acquisitions. These and other factors are discussed herein under "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
elsewhere in this Report.
Additional information concerning factors that could cause results to
differ materially from those in the forward looking statements are contained in
the Company's filings with the U.S. Securities and Exchange Commission ("SEC")
and especially in the Risk Factor sections therein, including, but not limited
to the Company's report on Form 10-K for the year ended December 31, 2001.
In addition, any statements that express, or involve discussions as to,
expectations, beliefs, plans, objectives, assumptions or future events or
performance (often, but not always, through the use of words or phrases such as
"will likely result," "are expected to," "will continue," "is anticipated,"
"estimated," "intends," "plans," "projection" and "outlook") are not historical
facts and may be forward-looking and, accordingly, such statements involve
estimates, assumptions and uncertainties which could cause actual results to
differ materially from those expressed in the forward-looking statements.
Accordingly, any such statements are qualified in their entirety by reference
to, and are accompanied by, the factors discussed throughout this Report.
The factors described in this report could cause actual results or outcomes
to differ materially from those expressed in any forward-looking statements of
the Company made by or on behalf of the Company, and investors, therefore,
should not place undue reliance on any such forward-looking statements. Further,
any forward-looking statement speaks only as of the date on which such statement
is made, and the Company undertakes no obligation to update any forward-looking
statement or statements to reflect events or circumstances after the date on
which such statement is made or to reflect the occurrence of unanticipated
events. New factors may emerge from time to time, and it is not possible for
management to predict all of such factors. Further, management cannot assess the
impact of each such factor on the Company's business or the extent to which any
factor, or combination of factors, may cause actual results to differ materially
from those contained in any forward-looking statements.
28
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits
None
b) Reports on Form 8-K
DATE OF REPORT SUBJECT OF REPORT
March 1, 2002 The Company became aware that the Kiev City Prosecutor's
Office initiated an investigation into the activities of
the Company's 69% owned subsidiary in Ukraine, Golden
Telecom (Ukraine).
March 13, 2002 Subsidiaries of the Company entered into an Ownership
Interest Purchase Agreement to acquire 50% of the
ownership in EDN Sovintel LLC.
29
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
GOLDEN TELECOM, INC.
(Registrant)
By: /s/ DAVID STEWART
----------------------------------------
Name: David Stewart
Title: Chief Financial Officer and Treasurer
(Principal Financial Officer)
By: /s/ MARK BURDEN
----------------------------------------
Name: Mark Burden
Title: Corporate Controller
(Principal Accounting Officer)
Date: May 2, 2002
30