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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 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 August 7, 2002 there were 22,803,048 outstanding shares of common stock
of the registrant.
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TABLE OF CONTENTS
PAGE
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PART I. FINANCIAL INFORMATION
Item 1(a) Condensed Consolidated Financial Statements of
Golden Telecom, Inc. (unaudited)......................................... 3
Condensed Consolidated Balance Sheets as of December 31, 2001 and June
30, 2002................................................................. 3
Condensed Consolidated Statements of Operations for the Three and Six
Months Ended June 30, 2001 and 2002...................................... 5
Condensed Consolidated Statements of Cash Flows for the Six Months
Ended June 30, 2001 and 2002............................................. 6
Notes to Condensed Consolidated Financial Statements..................... 7
Item 1(b) Condensed Financial Statements of EDN Sovintel LLC (unaudited)........... 15
Condensed Balance Sheets as of December 31, 2001 and
June 30, 2002............................................................ 15
Condensed Statements of Income and Members' Equity for the Three and
Six Months Ended June 30, 2001 and 2002.................................. 16
Condensed Statements of Cash Flows for the Six Months Ended June 30,
2001 and 2002............................................................ 17
Notes to Condensed Financial Statements.................................. 18
Item 2 Management's Discussion and Analysis of Financial Condition and Results
of Operations *.......................................................... 20
PART II. OTHER INFORMATION
Item 4 Submission of Matters to a Vote of Security Holders...................... 35
Item 6 Exhibits and Reports on Form 8-K......................................... 35
Signatures............................................................................... 36
Certifications........................................................................... 37
* 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, JUNE 30,
2001 2002
----------- -----------
(AUDITED) (UNAUDITED)
ASSETS
CURRENT ASSETS
Cash and cash equivalents ....................................... $ 37,404 $ 51,679
Investments available for sale .................................. 8,976 1,998
Accounts receivable, net ........................................ 21,875 24,514
Prepaid expenses ................................................ 6,356 6,275
Other current assets ............................................ 10,124 10,151
----------- -----------
TOTAL CURRENT ASSETS .............................................. 84,735 94,617
Property and equipment, net of accumulated depreciation of $49,263 and
$58,521 at December 31, 2001 and June 30, 2002, respectively.... 98,590 98,278
Investments in and advances to ventures ........................... 45,981 46,447
Goodwill and intangible assets:
Goodwill, net of accumulated amortization of $51,213 as of
December 31, 2001 ........................................... 18,723 17,441
Intangible assets, net of accumulated amortization
of $7,614 and $9,941 at December 31, 2001 and
June 30, 2002, respectively .................................. 38,423 35,962
----------- -----------
Net goodwill and intangible assets ......................... 57,146 53,403
Restricted cash ................................................... 3,369 1,984
Other non-current assets .......................................... 10,563 8,215
----------- -----------
TOTAL ASSETS ...................................................... $ 300,384 $ 302,944
=========== ===========
See notes to condensed consolidated financial statements.
3
GOLDEN TELECOM, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
DECEMBER 31, JUNE 30,
2001 2002
------------- -------------
(AUDITED) (UNAUDITED)
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses ........................... $ 27,327 $ 31,505
Debt maturing within one year ................................... 9,869 1,747
Current capital lease obligation ................................ 1,618 1,694
Due to affiliates and related parties ........................... 180 180
Other current liabilities ....................................... 9,731 7,376
------------- -------------
TOTAL CURRENT LIABILITIES ......................................... 48,725 42,502
Long-term debt, less current portion .............................. 3,337 2,612
Long-term capital lease obligation, less current portion .......... 7,396 6,529
Other non-current liabilities ..................................... 14,115 12,983
------------- -------------
TOTAL LIABILITIES ................................................. 73,573 64,626
Minority interest ................................................. 5,967 4,761
SHAREHOLDERS' EQUITY
Preferred stock, $0.01 par value (10,000,000 shares authorized;
none issued and outstanding at December 31, 2001 and
June 30, 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 25,054,175 shares issued and
22,781,448 shares outstanding at June 30, 2002) ............ 248 251
Treasury stock, at cost ......................................... (25,000) (25,000)
Additional paid-in capital ...................................... 414,407 418,157
Accumulated deficit ............................................. (168,811) (159,851)
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TOTAL SHAREHOLDERS' EQUITY ........................................ 220,844 233,557
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TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY ........................ $ 300,384 $ 302,944
============= =============
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 SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------------------ ------------------------------
2001 2002 2001 2002
------------- ------------- ------------- -------------
REVENUE:
Telecommunication services .......................... $ 30,420 $ 36,172 $ 59,956 $ 70,464
Revenue from related parties ........................ 3,471 3,045 6,255 5,103
------------- ------------- ------------- -------------
TOTAL REVENUE ......................................... 33,891 39,217 66,211 75,567
OPERATING COSTS AND EXPENSES:
Access and network services ......................... 15,980 17,556 30,666 32,926
Selling, general and administrative ................. 12,799 10,237 25,506 19,924
Depreciation and amortization ....................... 10,380 6,247 20,133 12,250
------------- ------------- ------------- -------------
TOTAL OPERATING COSTS AND EXPENSES .................... 39,159 34,040 76,305 65,100
------------- ------------- ------------- -------------
INCOME (LOSS) FROM OPERATIONS ......................... (5,268) 5,177 (10,094) 10,467
OTHER INCOME (EXPENSE):
Equity in earnings/(losses) of ventures ............. 2,159 (1,223) 2,742 487
Interest income ..................................... 1,054 366 2,536 842
Interest expense .................................... (640) (390) (1,271) (927)
Foreign currency losses ............................. (13) (182) (308) (507)
Minority interest ................................... (3) (161) (3) (227)
------------- ------------- ------------- -------------
TOTAL OTHER INCOME (EXPENSE) .......................... 2,557 (1,590) 3,696 (332)
------------- ------------- ------------- -------------
Income (loss) before income taxes ..................... (2,711) 3,587 (6,398) 10,135
Income taxes .......................................... 823 833 1,046 2,149
------------- ------------- ------------- -------------
Income (loss) before cumulative effect of
a change in accounting principle ................. (3,534) 2,754 (7,444) 7,986
Cumulative effect of a change in accounting
principle, net of tax effect of $0 ............... -- -- -- 974
------------- ------------- ------------- -------------
NET INCOME (LOSS) ..................................... $ (3,534) $ 2,754 $ (7,444) $ 8,960
============= ============= ============= =============
Basic earnings (loss) per share of common stock:
Income (loss) before cumulative effect of
a change in accounting principle ............ $ (0.14) $ 0.12 $ (0.30) $ 0.36
Cumulative effect of a change in
accounting principle ........................ -- -- -- 0.04
------------- ------------- ------------- -------------
Net income (loss) per share - basic ............. $ (0.14) $ 0.12 $ (0.30) $ 0.40
============= ============= ============= =============
Weighted average common shares - basic ................ 24,622 22,653 24,559 22,593
============= ============= ============= =============
Diluted earnings (loss) per share of common stock:
Income (loss) before cumulative effect of
a change in accounting principle ............ $ (0.14) $ 0.12 $ (0.30) $ 0.35
Cumulative effect of a change in
accounting principle ........................ -- -- -- 0.04
------------- ------------- ------------- -------------
Net income (loss) per share - diluted ........... $ (0.14) $ 0.12 $ (0.30) $ 0.39
============= ============= ============= =============
Weighted average common shares - diluted .............. 24,622 23,396 24,559 23,062
============= ============= ============= =============
See notes to condensed consolidated financial statements.
5
GOLDEN TELECOM, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
SIX MONTHS ENDED JUNE 30,
------------------------------
2001 2002
------------- -------------
OPERATING ACTIVITIES
Net income (loss) .................................................. $ (7,444) $ 8,960
Adjustments to Reconcile Net Income (Loss) to Net Cash Provided by
Operating Activities:
Depreciation ....................................................... 8,501 10,017
Amortization ....................................................... 11,632 2,233
Equity in earnings of ventures, net of dividends received .......... (2,742) (487)
Foreign currency losses ............................................ 308 507
Cumulative effect of a change in accounting principle .............. -- (974)
Other .............................................................. 1,377 432
Changes in assets and liabilities:
Accounts receivable ............................................. 13 (2,980)
Accounts payable and accrued expenses ........................... 3,563 4,310
Other changes in assets and liabilities ......................... (4,642) (2,628)
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NET CASH PROVIDED BY OPERATING ACTIVITIES ............................ 10,566 19,390
INVESTING ACTIVITIES
Purchases of property and equipment and intangible assets .......... (16,351) (10,034)
Acquisitions, net of cash acquired ................................. (32,348) --
Cash received from escrow account .................................. -- 3,000
Restricted cash .................................................... (1,348) 1,400
Proceeds from investments available for sale ....................... 54,344 8,978
Purchases of investments available for sale ........................ -- (2,000)
Other investing .................................................... (1,238) 449
------------- -------------
NET CASH PROVIDED BY INVESTING ACTIVITIES ............................ 3,059 1,793
FINANCING ACTIVITIES:
Proceeds from debt ................................................. 1,400 --
Repayments of debt ................................................. (2,055) (8,847)
Exercise of stock options .......................................... (155) 2,128
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NET CASH USED IN FINANCING ACTIVITIES ................................ (810) (6,719)
Effect of exchange rate changes on cash and cash equivalents ......... (118) (189)
------------- -------------
Net increase in cash and cash equivalents ............................ 12,697 14,275
Cash and cash equivalents at beginning of period ..................... 57,889 37,404
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CASH AND CASH EQUIVALENTS AT END OF PERIOD ........................... $ 70,586 $ 51,679
============= =============
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 and six months ended
June 30, 2002 may not be indicative of the operating results for the full year.
2. POLICIES AND PROCEDURES
Comprehensive income (loss)
For the three and six months ended June 30, 2001 and 2002, comprehensive
income (loss) for the Company is equal to net income (loss).
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 are no longer
amortized but are subject to annual impairment tests in accordance with SFAS No.
142. Other intangible assets continue to be amortized over their useful lives.
Impairment losses that arise due to the initial application of this standard are
reported as a cumulative effect of a change in accounting principle. 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 completed the transitional impairment test for existing
goodwill as of January 1, 2002 during the second quarter of 2002. Based on
comparison of the carrying amounts of the Company's reporting units with the
fair values of the reporting units, the Company determined that no goodwill was
impaired as of that date. Fair values of the reporting units were established
using the discounted cash flow method.
7
GOLDEN TELECOM, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(UNAUDITED)
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 and six months ended June 30, 2002 was a $3.0 million and $5.9
million increase, respectively or $0.13 and $0.26 per share of common stock -
basic, respectively. The Company also reclassified to other intangible assets
approximately $1.3 million previously classified as goodwill. Amortization
expense for goodwill for the three and six months ended June 30, 2001 was $3.8
million and $7.4 million, respectively. Amortization expense for intangible
assets for the three and six months ended June 30, 2002 was $1.2 million and
$2.2 million, respectively. Amortization expense for the succeeding five years
is expected to be as follows: 2002 - $6.1 million, 2003 - $5.5 million, 2004 -
$5.4 million, 2005 - $4.2 million, and 2006 - $3.7 million. The total gross
carrying value and accumulated amortization of the Company's intangible assets
by major intangible asset class is as follows:
AS OF DECEMBER 31, 2001 AS OF JUNE 30, 2002
------------------------------- -------------------------------
(IN THOUSANDS)
ACCUMULATED ACCUMULATED
COST AMORTIZATION COST AMORTIZATION
-------------- -------------- -------------- --------------
Amortized intangible assets:
Telecommunications service contracts ........ $ 33,823 $ (3,691) $ 32,856 $ (4,452)
Licenses .................................... 2,854 (839) 2,549 (1,040)
Other intangible assets ..................... 9,360 (3,084) 10,498 (4,449)
-------------- -------------- -------------- --------------
Total ..................................... $ 46,037 $ (7,614) $ 45,903 $ (9,941)
============== ============== ============== ==============
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 discussed above, was as
follows: CLEC $15.5 million; and Data & Internet $1.9 million.
The pro forma impact on net loss and net loss per share for the six months
ended June 30, 2001 compared to actual results for the six months ended June 30,
2002 is as follows:
SIX MONTHS ENDED
JUNE 30,
2001 2002
------------- -------------
(IN THOUSANDS, EXCEPT PER
SHARE DATA)
Reported net income (loss) ............................. $ (7,444) $ 8,960
Goodwill amortization .................................. 7,409 --
Negative goodwill amortization on equity investee ...... (122) --
------------- -------------
Adjusted net income (loss) ............................. $ (157) $ 8,960
============= =============
Basic net income (loss) per share:
Reported net income (loss) ............................. $ (0.30) $ 0.40
Goodwill amortization .................................. 0.30 --
Negative goodwill amortization on equity investee ...... -- --
------------- -------------
Adjusted net income (loss) per share ................... $ -- $ 0.40
============= =============
Diluted net income (loss) per share:
Reported net income (loss) ............................. $ (0.30) $ 0.39
Goodwill amortization .................................. 0.30 --
Negative goodwill amortization on equity investee ...... -- --
------------- -------------
Adjusted net income (loss) per share ................... $ -- $ 0.39
============= =============
8
GOLDEN TELECOM, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(UNAUDITED)
In August 2001, the FASB issued SFAS No. 143, "Accounting for Asset
Retirement Obligations." This statement deals with the costs of closing
facilities and removing assets. SFAS No. 143 requires entities to record the
fair value of a legal liability for an asset retirement obligation in the period
it is incurred. This cost is initially capitalized and amortized over the
remaining life of the asset. Once the obligation is ultimately settled, any
difference between the final cost and the recorded liability is recognized as a
gain or loss on disposition. SFAS No. 143 is effective for years beginning after
June 15, 2002. The Company is currently evaluating the impact the pronouncement
will have on future consolidated financial statements.
In August 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets." This statement addresses financial
accounting and reporting for the impairment or 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.
In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements
No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical
Corrections." This statement rescinds SFAS No. 4, "Reporting Gains and Losses
from Extinguishments of Debt," and an amendment of that Statement, SFAS No. 64,
"Extinguishments of Debt Made to Satisfy Sinking-Fund Requirements." This
statement also rescinds SFAS No. 44, "Accounting for Intangible Assets of Motor
Carriers." This statement amends SFAS No. 13, "Accounting for Leases", to
eliminate an inconsistency between the required accounting for sale-lease-back
transactions. This statement also amends other existing authoritative
pronouncements to make various technical corrections, clarify meanings, or
describe their applicability under changed conditions. The provisions of this
statement became effective for financial statements issued on or after May 15,
2002. The Company adopted this new standard from May 15, 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 June
30, 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 June 30, 2001. Warrants and stock options have
been excluded from the net loss per share calculation at June 30, 2001 because
their effect would have been antidilutive.
Basic earnings per share at June 30, 2002 is computed on the basis of the
weighted average number of common shares outstanding. Diluted earnings per share
at June 30, 2002 is computed on the basis of the weighed average number of
common shares outstanding plus the effect of outstanding employee stock options
using the "treasury stock" method.
9
GOLDEN TELECOM, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(UNAUDITED)
The components of basic and diluted earnings per share were as follows:
THREE SIX MONTHS
MONTHS ENDED ENDED
JUNE 30, JUNE 30,
2002 2002
------------- -------------
(IN THOUSANDS, EXCEPT
EARNINGS PER SHARE)
Income before cumulative effect of a change in accounting principle ......... $ 2,754 $ 7,986
============= =============
Weighted average outstanding of:
Common stock shares ....................................................... 22,653 22,593
Dilutive effect of:
Employee stock options .................................................... 743 469
------------- -------------
Common stock and common stock equivalents ................................... 23,396 23,062
============= =============
Earnings per share before cumulative effect of a change in accounting
principle:
Basic ..................................................................... $ 0.12 $ 0.36
============= =============
Diluted ................................................................... $ 0.12 $ 0.35
============= =============
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 consideration is placed into
escrow. 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 GTI and Rostelecom. Upon
consummation of the transaction, GTI will own 100% of Sovintel. The transaction
is expected to close in the third 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
June 30, 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.
10
GOLDEN TELECOM, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(UNAUDITED)
Other Matters
Golden Telecom (Ukraine) ("GTU") is involved in a number of commercial
disputes with Ukrtelecom. The most significant disputes include alleged
incorrect routing of traffic and GTU's lease rights of Ukrtelecom's technical
premises. In the second quarter of 2002, GTU resolved several of these issues
with Ukrtelecom. If the remaining 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 the remaining disputes with Ukrtelecom. The risks of an adverse
impact are assessed as possible but not quantifiable.
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
management in GTU. GTU received a letter dated July 17, 2002 from the General
Prosecutor of Ukraine stating that effective July 9, 2002 the Prosecutor's
Office withdrew all charges against management due to the absence of grounds on
which to prosecute.
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
June 30, 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 and six months ended June 30, 2001 has been
revised to eliminate intra-segment transactions, the effect of which is not
significant.
11
GOLDEN TELECOM, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(UNAUDITED)
DATA & BUSINESS
INTERNET LONG MOBILE CORPORATE & SEGMENT CONSOLIDATED
CLEC SERVICES DISTANCE SERVICES ELIMINATIONS TOTAL RESULTS
--------- ----------- ----------- ----------- ------------ ----------- ------------
(IN THOUSANDS)
THREE MONTHS ENDED JUNE 30, 2001
Revenue .................... $ 37,044 $ 14,841 $ 5,217 $ 3,660 $ (1,934) $ 58,828 $ 33,891
Operating income (loss) .... 11,598 (2,127) (887) (222) (6,222) 2,140 (5,268)
Identifiable assets ........ 145,790 97,662 27,163 23,509 150,676 444,800 345,052
Capital expenditures ....... 3,948 3,462 649 469 94 8,622 5,975
ADJUSTMENTS TO RECONCILE
BUSINESS SEGMENT TO
CONSOLIDATED RESULTS
--------------------------
EQUITY
METHOD AFFILIATE
VENTURES ADJUSTMENTS
---------- -----------
(IN THOUSANDS)
THREE MONTHS ENDED JUNE 30, 2001
Revenue .................... $ (29,359) $ 4,422
Operating income (loss) .... (7,507) 99
Identifiable assets ........ (99,748) --
Capital expenditures ....... (2,647) --
DATA & BUSINESS
INTERNET LONG MOBILE CORPORATE & SEGMENT CONSOLIDATED
CLEC SERVICES DISTANCE SERVICES ELIMINATIONS TOTAL RESULTS
----------- ----------- ----------- ----------- ------------ ----------- ------------
(IN THOUSANDS)
THREE MONTHS ENDED JUNE 30, 2002
Revenue .................... $ 42,745 $ 19,959 $ 4,747 $ 3,292 $ (658) $ 70,085 $ 39,217
Operating income(loss) ..... 12,586 3,169 (1,320) 954 (1,353) 14,036 5,177
Identifiable assets ........ 193,541 101,264 28,054 9,176 93,397 425,432 302,944
Capital expenditures ....... 9,743 2,279 1,244 53 37 13,356 5,400
ADJUSTMENTS TO RECONCILE
BUSINESS SEGMENT TO
CONSOLIDATED RESULTS
---------------------------
EQUITY
METHOD AFFILIATE
VENTURES ADJUSTMENTS
------------- --------------
(IN THOUSANDS)
THREE MONTHS ENDED JUNE 30, 2002
Revenue .................... $ (36,554) $ 5,686
Operating income(loss) ..... (8,859) --
Identifiable assets ........ (122,488) --
Capital expenditures ....... (7,956) --
DATA & BUSINESS
INTERNET LONG MOBILE CORPORATE & SEGMENT CONSOLIDATED
CLEC SERVICES DISTANCE SERVICES ELIMINATIONS TOTAL RESULTS
----------- ----------- ----------- ----------- ------------ ----------- ------------
(IN THOUSANDS)
SIX MONTHS ENDED JUNE 30, 2001
Revenue ................... $ 70,375 $ 28,845 $ 9,614 $ 7,190 $ (3,648) $ 112,376 $ 66,211
Operating income (loss) ... 20,550 (3,331) (1,946) (771) (12,071) 2,431 (10,094)
Identifiable assets ....... 145,790 97,662 27,163 23,509 150,676 444,800 345,052
Capital expenditures ...... 10,531 10,481 1,465 902 119 23,498 16,351
ADJUSTMENTS TO RECONCILE
BUSINESS SEGMENT TO
CONSOLIDATED RESULTS
--------------------------
EQUITY
METHOD AFFILIATE
VENTURES ADJUSTMENTS
----------- -----------
(IN THOUSANDS)
SIX MONTHS ENDED JUNE 30, 2001
Revenue ................... $ (55,965) $ 9,800
Operating income (loss) ... (12,611) 86
Identifiable assets ....... (99,748) --
Capital expenditures ...... (7,147) --
DATA & BUSINESS
INTERNET LONG MOBILE CORPORATE & SEGMENT CONSOLIDATED
CLEC SERVICES DISTANCE SERVICES ELIMINATIONS TOTAL RESULTS
----------- ----------- ----------- ----------- ------------ ----------- -----------
(IN THOUSANDS)
SIX MONTHS ENDED JUNE 30, 2002
Revenue .................. $ 83,319 $ 38,202 $ 9,245 $ 6,551 $ (1,668) $ 135,649 $ 75,567
Operating income (loss) .. 24,930 6,975 (2,231) 1,533 (3,342) 27,865 10,467
Identifiable assets ...... 193,541 101,264 28,054 9,176 93,397 425,432 302,944
Capital expenditures ..... 16,368 4,489 2,251 102 44 23,254 10,034
ADJUSTMENTS TO RECONCILE
BUSINESS SEGMENT TO
CONSOLIDATED RESULTS
--------------------------
EQUITY
METHOD AFFILIATE
VENTURES ADJUSTMENTS
----------- -----------
(IN THOUSANDS)
SIX MONTHS ENDED JUNE 30, 2002
Revenue .................. $ (69,996) $ 9,914
Operating income (loss) .. (17,398) --
Identifiable assets ...... (122,488) --
Capital expenditures ..... (13,220) --
12
GOLDEN TELECOM, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(UNAUDITED)
GEOGRAPHIC DATA
Revenues are based on the location of the operating company providing the
service.
The following tables present financial information segmented by the
Company's geographic regions for the three and six months ended June 30, 2001
and 2002.
CORPORATE,
OTHER
COUNTRIES
AND CONSOLIDATED
RUSSIA UKRAINE ELIMINATIONS RESULTS
------------ ------------ ------------ ------------
THREE MONTHS ENDED JUNE 30, 2001
Revenue .............................. $ 24,360 $ 9,773 $ (242) $ 33,891
Long-lived assets .................... 197,020 39,755 1,195 237,970
CORPORATE,
OTHER
COUNTRIES
AND CONSOLIDATED
RUSSIA UKRAINE ELIMINATIONS RESULTS
------------ ------------ ------------ ------------
THREE MONTHS ENDED JUNE 30, 2002
Revenue .............................. $ 31,075 $ 8,692 $ (550) $ 39,217
Long-lived assets .................... 174,629 24,077 1,117 199,823
CORPORATE,
OTHER
COUNTRIES
AND CONSOLIDATED
RUSSIA UKRAINE ELIMINATIONS RESULTS
------------ ------------ ------------ ------------
SIX MONTHS ENDED JUNE 30, 2001
Revenue .............................. $ 47,803 $ 19,111 $ (703) $ 66,211
Long-lived assets .................... 197,020 39,755 1,195 237,970
CORPORATE,
OTHER
COUNTRIES
AND CONSOLIDATED
RUSSIA UKRAINE ELIMINATIONS RESULTS
------------ ------------ ------------ ------------
SIX MONTHS ENDED JUNE 30, 2002
Revenue .............................. $ 59,005 $ 16,922 $ (360) $ 75,567
Long-lived assets .................... 174,629 24,077 1,117 199,823
7. EQUITY METHOD SUBSIDIARY INFORMATION
The following table presents summarized income statement information from
the Company's significant equity investee, Sovintel, for the three and six
months ended June 30, 2001 and 2002.
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------------- -------------------------
2001 2002 2001 2002
---------- ---------- ---------- ----------
(IN THOUSANDS)
Revenues ............................... $ 28,403 $ 35,325 $ 53,755 $ 67,680
Gross Margin ........................... 12,897 15,581 23,464 30,102
Income from operations ................. 7,208 8,564 11,858 16,796
Net income ............................. 4,777 5,963 8,408 11,964
13
GOLDEN TELECOM, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(UNAUDITED)
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 a 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 did
not make payment on the note prior to January 31, 2002 and during April 2002 the
holder of the note foreclosed on the collateral related to the note and
subsequently sold the collateral to a third-party, resulting in a substantial
loss to MCT. The Company recognized the corresponding amount of the Company's
equity in MCT's losses during the second quarter of 2002, not exceeding the
carrying value of the Company's investment in MCT. Total equity in losses
recognized by the Company related to its MCT investment were $4.1 million and
$5.2 million during the three and six months ended June 30, 2002, respectively.
The Company has no further commitments to provide financial support to MCT.
8. SHAREHOLDERS' EQUITY
The Company's outstanding shares of common stock increased by 198,578 shares
and 264,077 shares in the three and six months ended June 30, 2002,
respectively, issued in connection with the exercise of employee stock options.
14
ITEM 1(b). CONDENSED FINANCIAL STATEMENTS OF EDN SOVINTEL LLC.
EDN SOVINTEL LLC
CONDENSED BALANCE SHEETS
(IN THOUSANDS)
DECEMBER 31, JUNE 30,
2001 2002
------------ ------------
(AUDITED) (UNAUDITED)
ASSETS
CURRENT ASSETS
Cash ............................................................ $ 16,793 $ 18,077
Accounts receivable, net of allowance for doubtful accounts
of $4,951 and $4,587, respectively .......................... 14,518 18,765
Due from affiliated companies ................................... 1,912 1,925
Due from employees .............................................. 721 686
Inventories ..................................................... 7,519 5,400
Inventory consigned to others ................................... 1,063 --
VAT receivable, net ............................................. 207 253
Prepaid expenses and other current assets ....................... 2,586 2,424
------------ ------------
TOTAL CURRENT ASSETS .............................................. 45,319 47,530
Property and equipment, net ....................................... 60,125 66,228
Intangible assets, net ............................................ -- 1,745
Other noncurrent assets ........................................... 3,069 3,056
------------ ------------
TOTAL ASSETS ...................................................... $ 108,513 $ 118,559
============ ============
LIABILITIES AND MEMBERS' EQUITY
CURRENT LIABILITIES
Trade payables .................................................. $ 12,058 $ 15,659
Accrued expenses ................................................ 4,926 3,675
Due to affiliated companies ..................................... 3,048 2,706
Deferred income taxes ........................................... 1,861 1,090
------------ ------------
TOTAL CURRENT LIABILITIES ......................................... 21,893 23,130
Other noncurrent liabilities .................................... 3,172 4,017
------------ ------------
TOTAL LIABILITIES ................................................. 25,065 27,147
MEMBERS' EQUITY ................................................... 83,448 91,412
------------ ------------
TOTAL LIABILITIES AND MEMBERS' EQUITY ............................. $ 108,513 $ 118,559
============ ============
See notes to condensed financial statements.
15
EDN SOVINTEL LLC
CONDENSED STATEMENTS OF INCOME AND MEMBERS' EQUITY
(IN THOUSANDS)
(UNAUDITED)
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------------------ ------------------------------
2001 2002 2001 2002
------------ ------------ ------------ ------------
REVENUE:
Telecommunication services ............. $ 26,698 $ 33,640 $ 50,199 $ 64,617
Revenue from affiliates ................ 1,705 1,685 3,556 3,063
------------ ------------ ------------ ------------
TOTAL REVENUE ............................ 28,403 35,325 53,755 67,680
OPERATING COSTS AND EXPENSES:
Service costs .......................... 15,506 19,744 30,291 37,578
Selling, general and administrative .... 3,544 4,355 6,812 8,123
Depreciation and amortization .......... 2,145 2,662 4,794 5,183
------------ ------------ ------------ ------------
TOTAL OPERATING COSTS AND EXPENSES ....... 21,195 26,761 41,897 50,884
------------ ------------ ------------ ------------
INCOME FROM OPERATIONS ................... 7,208 8,564 11,858 16,796
OTHER INCOME (EXPENSE):
Interest income ........................ 64 188 118 323
Interest expense ....................... (5) -- (9) --
Foreign currency losses ................ (290) (395) (117) (535)
------------ ------------ ------------ ------------
TOTAL OTHER INCOME (EXPENSE) ............. (231) (207) (8) (212)
------------ ------------ ------------ ------------
Income before income taxes ............... 6,977 8,357 11,850 16,584
Income taxes ............................. 2,200 2,394 3,442 4,620
------------ ------------ ------------ ------------
NET INCOME ............................... $ 4,777 $ 5,963 $ 8,408 $ 11,964
============ ============ ============ ============
Dividends ................................ $ (4,000) $ -- $ (4,000) $ (4,000)
Members' equity, opening balance ......... 68,868 85,449 65,237 83,448
------------ ------------ ------------ ------------
Members' equity, closing balance ......... $ 69,645 $ 91,412 $ 69,645 $ 91,412
============ ============ ============ ============
See notes to condensed financial statements.
16
EDN SOVINTEL LLC
CONDENSED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
SIX MONTHS ENDED JUNE 30,
------------------------------
2001 2002
------------ ------------
OPERATING ACTIVITIES
Net income ........................................................... $ 8,408 $ 11,964
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization ...................................... 4,794 5,183
Provision for doubtful accounts .................................... 624 --
Deferred income taxes .............................................. 1,235 (771)
Foreign currency losses ............................................ 117 535
Changes in operating assets and liabilities:
Accounts receivable ................................................ (3,246) (4,242)
Inventories ........................................................ (1,181) 3,234
VAT receivable, net ................................................ 2,091 (155)
Prepaid expenses and other assets .................................. (1,972) 60
Trade payables ..................................................... 1,354 3,037
Accrued liabilities and other payables ............................. 3,201 (256)
Increase (decrease) in amounts due to affiliated companies, net .... 1,431 (271)
------------ ------------
NET CASH PROVIDED BY OPERATING ACTIVITIES ............................ 16,856 18,318
INVESTING ACTIVITIES Purchases of property and
equipment and intangible assets ..................................... (6,778) (12,851)
------------ ------------
FINANCING ACTIVITIES Payment of dividends ............................ -- (4,000)
------------ ------------
Effect of exchange rate changes on cash .............................. (95) (183)
------------ ------------
Net increase in cash ................................................. 9,983 1,284
Cash at beginning of period .......................................... 4,013 16,793
------------ ------------
CASH AT END OF PERIOD ................................................ $ 13,996 $ 18,077
============ ============
See notes to condensed financial statements.
17
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 and six months ended June 30, 2002 may
not be indicative of the operating results for the full year.
2. POLICIES AND PROCEDURES
Comprehensive income
For the three and six months ended June 30, 2001 and 2002, comprehensive
income for the Company is equal to net income.
New Accounting Standards
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, principally representing telecommunications
service contracts, will continue to be amortized over their useful lives.
Amortization expense for the succeeding five years is expected to be as follows:
2002 - $0.2 million, 2003 - $0.2 million, 2004 - $0.2 million, 2005 - $0.2
million, and 2006 - $0.2 million. The Company adopted the new rules on
accounting for goodwill and other intangible assets beginning on January 1,
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.
18
EDN SOVINTEL LLC
NOTES TO CONDENSED 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 or 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.
In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements
No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical
Corrections." This statement rescinds FASB No. 4, "Reporting Gains and Losses
from Extinguishments of Debt," and an amendment of that Statement, FASB No. 64,
"Extinguishments of Debt Made to Satisfy Sinking-Fund Requirements." This
statement also rescinds FASB No. 44, "Accounting for Intangible Assets of Motor
Carriers." This statement amends FASB No. 13, "Accounting for Leases", to
eliminate an inconsistency between the required accounting for sale-lease-back
transactions. This statement also amends other existing authoritative
pronouncements to make various technical corrections, clarify meanings, or
describe their applicability under changed conditions. The provisions of this
statement became effective for financial statements issued on or after May 15,
2002. The Company adopted this new standard from May 15, 2002. The adoption of
the pronouncement did not have an effect on the Company's results of operations
of financial position.
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 June 30, 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 consideration is placed in escrow. 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 GTI and Rostelecom. Upon consummation of the transaction, GTI will own 100%
of the Company. The transaction is expected to close in the third quarter of
2002.
19
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion and analysis relates to our financial condition and
results of operations of the Company for the three and six month periods ended
June 30, 2002 and June 30, 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 approximately 148 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
equity method 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 and 2002. We expect that this
trend of year over year increases will continue as long as the Russian economy
continues to develop at its current pace.
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 over time, we expect settlement and interconnection rates to continue to
decline broadly in line with tariffs.
20
In order to handle additional traffic volumes, we have expanded and will
continue to expand our fiber optic capacity along our heavy traffic and high
cost routes to mitigate declines in traffic margins, reduce our unit
transmission costs and ensure sufficient capacity to meet the growing demand for
data and Internet services. As part of this strategy, we have acquired the
rights to use up to STM-16 fiber optic capacity on a 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.
During 2001, our mobile operations in Ukraine were under strong competitive
pressure and average revenue per subscriber declined. 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
generally 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. Further significant declines are not
expected through the end of 2002.
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. In the second quarter of 2002, GTU resolved several of these issues
with Ukrtelecom. If other 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.
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 and $3.2
million in revenue three and six months ended June 30, 2002, respectively. 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.
GTU received a letter dated July 17, 2002 from the General Prosecutor of Ukraine
stating that effective July 9, 2002 the Prosecutor's Office withdrew all charges
against GTU due to the absence of grounds on which to prosecute. This is a
positive development however there is no guarantee that this investigation will
not be re-opened in the future. Although the suspended traffic was not
reestablished in the second quarter, we expect that the suspended traffic will
be partially reestablished during 2002.
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 year over year increase in our dial-up Internet
subscriber numbers and we expect the increase to continue, as our base of
regional subscribers expands. As additional dial-up capacity becomes available
in Moscow, we expect to increase our market share in the capital as well. In
June 2001 we completed the purchase of a leading Russian Internet Service
Provider ("ISP"), Cityline, 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 was initially placed into service in July
2002. The Moscow numbering capacity and some of the access lines provided by PTK
are intended
21
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 a 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 did not make payment on the note
prior to January 31, 2002 and during April 2002 the holder of the loan note
foreclosed on the collateral related to the note and subsequently sold it to a
third-party, resulting in a substantial loss to MCT. We recognized the
corresponding amount of our equity in MCT's losses during the second quarter of
2002, not exceeding the carrying value of our investment in MCT. Total equity in
losses recognized by us related to our MCT investment were $4.1 million and $5.2
million during the three and six months ended June 30, 2002, respectively. We
have no further commitments to provide financial support to MCT.
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 third 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; this policy is in relation to long-lived
assets, consisting primarily of property and equipment and intangibles, which
comprise a significant portion of our total assets. Changes in technology or
changes in our intended use of these assets may cause the estimated period of
use or the value of these assets to change. We perform 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. We will test goodwill for impairment, annually, and whenever
indicated, following the adoption of SFAS No. 142 on January 1, 2002. Estimates
and assumptions used in both setting useful lives and testing for recoverability
of our long-lived assets require the exercise of management's judgment and
estimation based on certain assumptions concerning the expected life of any
asset.
22
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 are no longer
amortized but are subject to annual impairment tests in accordance with SFAS No.
142. Other intangible assets continue to be amortized over their useful lives.
Impairment losses that arise due to the initial application of this standard are
reported as a cumulative effect of a change in accounting principle. 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 completed the transitional impairment test for existing goodwill as of
January 1, 2002 during the second quarter of 2002. Based on comparison of the
carrying amounts of our reporting units with their fair values, it was
determined that no goodwill was impaired as of that date. Fair values of the
reporting units were established using the discounted cash flow method.
Upon the adoption of SFAS No. 142, we recorded a cumulative effect of a
change in accounting principle for negative goodwill (deferred credit) arising
on our equity method investments in the amount of $1.0 million. The impact of
non-amortization of goodwill on our net income for the three and six months
ended June 30, 2002 was a $3.0 million and $5.9 million increase, respectively
or $0.13 and $0.26, respectively 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 and six
months ended June 30, 2001 was $3.8 million and $7.4 million, respectively.
Amortization expense for intangible assets for the three and six months ended
June 30, 2002 was $1.2 million and $2.2 million, respectively. Amortization
expense for the succeeding five years is expected to be as follows: 2002 - $6.1
million, 2003 - $5.5 million, 2004 - $5.4 million, 2005 - $4.2 million, and 2006
- $3.7 million.
The pro forma impact on net loss and net loss per share for the six months
ended June 30, 2001 compared to actual results for the six months ended June 30,
2002 is as follows:
SIX MONTHS ENDED
JUNE 30,
------------------------------
2001 2002
------------ ------------
(IN THOUSANDS, EXCEPT PER
SHARE DATA)
Reported net income (loss) ........................... $ (7,444) $ 8,960
Goodwill amortization ................................ 7,409 --
Negative goodwill amortization on equity investee .... (122) --
------------ ------------
Adjusted net income (loss) ........................... $ (157) $ 8,960
============ ============
Basic net income (loss) per share:
Reported net income (loss) ........................... $ (0.30) $ 0.40
Goodwill amortization ................................ 0.30 --
Negative goodwill amortization on equity investee .... -- --
------------ ------------
Adjusted net income (loss) per share ................. $ -- $ 0.40
============ ============
Diluted net income (loss) per share:
Reported net income (loss) ........................... $ (0.30) $ 0.39
Goodwill amortization ................................ 0.30 --
Negative goodwill amortization on equity investee .... -- --
------------ ------------
Adjusted net income (loss) per share ................. $ -- $ 0.39
============ ============
In August 2001, the FASB issued SFAS No. 143, "Accounting for Asset
Retirement Obligations." This statement deals with the costs of closing
facilities and removing assets. SFAS No. 143 requires entities to record the
fair value of a legal liability for an asset retirement obligation in the period
it is incurred. This cost is initially capitalized and amortized over the
remaining life of the asset. Once the obligation is ultimately settled, any
difference between the final cost and the recorded liability is recognized as a
gain or loss on disposition. SFAS No. 143 is effective for years beginning after
June 15, 2002. We are currently evaluating the impact the pronouncement will
have on future consolidated financial statements.
23
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 or 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.
In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements
No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical
Corrections." This statement rescinds SFAS No. 4, "Reporting Gains and Losses
from Extinguishments of Debt," and an amendment of that Statement, SFAS No. 64,
"Extinguishments of Debt Made to Satisfy Sinking-Fund Requirements." This
statement also rescinds SFAS No. 44, "Accounting for Intangible Assets of Motor
Carriers." This statement amends SFAS No. 13, "Accounting for Leases", to
eliminate an inconsistency between the required accounting for sale-lease-back
transactions. This statement also amends other existing authoritative
pronouncements to make various technical corrections, clarify meanings, or
describe their applicability under changed conditions. The provisions of this
statement became effective for financial statements issued on or after May 15,
2002. We adopted this new standard from May 15, 2002. The adoption of the
pronouncement did not have an effect on our results of operations of financial
position.
RESULTS OF OPERATIONS
GTI was formed in June 1999 and is a leading facilities-based provider of
integrated telecommunications and Internet services to businesses and other
high-usage customers and telecommunications operators in Moscow, Kiev, St.
Petersburg, Nizhny Novgorod and other major population centers throughout
Russia and other countries of the Commonwealth of Independent States. The
results of our four business groups from the operations of 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 condensed 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 and
six months ended June 30, 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 JUNE 30, 2002 COMPARED TO THREE MONTHS ENDED JUNE 30, 2001
o Consolidated Results. Results of Operations for the Three Months Ended
June 30, 2002 compared to the Results of Operations for the Three Months
Ended June 30, 2001
o Non-Consolidated Results. Results of Non-Consolidated Operations of EDN
Sovintel LLC for the Three Months Ended June 30, 2002 compared to the
Results of Non-Consolidated Operations of EDN Sovintel LLC for the Three
Months Ended June 30, 2001
SIX MONTHS ENDED JUNE 30, 2002 COMPARED TO SIX MONTHS ENDED JUNE 30, 2001
o Consolidated Results. Results of Operations for the Six Months Ended
June 30, 2002 compared to the Results of Operations for the Six Months
Ended June 30, 2001
24
o Non-Consolidated Results. Results of Non-Consolidated Operations of EDN
Sovintel LLC for the Six Months Ended June 30, 2002 compared to the
Results of Non-Consolidated Operations of EDN Sovintel LLC for the Six
Months Ended June 30, 2001
CONSOLIDATED RESULTS -- CONSOLIDATED RESULTS OF OPERATIONS FOR THE THREE MONTHS
ENDED JUNE 30, 2002 COMPARED TO THE CONSOLIDATED RESULTS OF OPERATIONS FOR THE
THREE MONTHS ENDED JUNE 30, 2001
REVENUE
Our revenue increased by 16% to $39.2 million for the three months ended
June 30, 2002 from $33.9 million for the three months ended June 30, 2001. The
breakdown of revenue by business group was as follows:
CONSOLIDATED REVENUE CONSOLIDATED REVENUE
FOR THE THREE MONTHS FOR THE THREE MONTHS
ENDED JUNE 30, 2001 ENDED JUNE 30, 2002
-------------------- --------------------
(IN MILLIONS)
REVENUE
CLEC services ................... $11.3 $11.4
Data and Internet services ...... 14.3 20.0
Long distance services .......... 4.7 4.6
Mobile services ................. 3.7 3.3
Eliminations .................... (0.1) (0.1)
----- -----
TOTAL REVENUE ..................... $33.9 $39.2
CLEC Services. Revenue from CLEC Services increased by 1% to $11.4 million
for the three months ended June 30, 2002 from $11.3 million for the three months
ended June 30, 2001.
The CLEC Services division of TeleRoss revenue increased by 7% to $7.5
million for the three months ended June 30, 2002 from $7.0 million for the three
months ended June 30, 2001. This is mainly due to increases in monthly recurring
revenue partly due to increased numbering capacity in service, offset by a
decrease in traffic revenue, largely as a result of pricing concessions on local
traffic made to its largest customer.
The CLEC Services division of Golden Telecom BTS revenue decreased by 28% to
$3.1 million for the three months ended June 30, 2002 from $4.3 million for the
three months ended June 30, 2001. The decrease in revenue was due to the
suspension of the termination of certain incoming traffic from the beginning of
the fourth quarter of 2001, partly offset by increases in outgoing traffic and
certain non-recurring revenues.
For Agentstvo Delovoi Svyazi ("ADS"), acquired in September 2001, revenue
was $0.8 million for the three months ended June 30, 2002.
Data and Internet Services. Revenue from Data and Internet Services
increased by 40% to $20.0 million for the three months ended June 30, 2002 from
$14.3 million for the three months ended June 30, 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 on June 1, 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 June 30, 2002. Uralrelcom's revenue
was $0.6 million for three months ended June 30, 2002.
Long Distance Services. Revenue from Long Distance Services decreased by 2%
to $4.6 million for the three months ended June 30, 2002 from $4.7 million for
the three months ended June 30, 2001. Non-recurring revenues declined in the
three months ended June 30, 2002, as compared to the three months ended June 30,
2001. This decline was partly offset by increases in recurring fees and traffic
revenues due to an increasing end-user customer base in Moscow.
25
Mobile Services. Revenue from Mobile Services decreased by 11% to $3.3
million for the three months ended June 30, 2002 from $3.7 million for the three
months ended June 30, 2001. Active subscribers declined approximately 11% at
Golden Telecom GSM and the average revenue per active subscriber has declined by
2% to approximately $29.52 per month.
EXPENSES
The following table shows our principal expenses for the three months ended
June 30, 2002 and June 30, 2001:
CONSOLIDATED EXPENSES CONSOLIDATED EXPENSES
FOR THE THREE MONTHS FOR THE THREE MONTHS
ENDED JUNE 30, 2001 ENDED JUNE 30, 2002
--------------------- ---------------------
(IN MILLIONS)
COST OF REVENUE
CLEC services .......................... $ 4.5 $ 4.6
Data and Internet services ............. 7.7 8.8
Long distance services ................. 3.0 3.6
Mobile services ........................ 0.9 0.7
Eliminations ........................... (0.1) (0.1)
----- -----
TOTAL COST OF REVENUE .................... 16.0 17.6
Selling, general and administrative....... 12.8 10.2
Depreciation and amortization ............ 10.4 6.3
Equity in losses (earnings) of ventures .. (2.2) 1.2
Interest income .......................... (1.0) (0.3)
Interest expense ......................... 0.7 0.3
Foreign currency loss .................... -- 0.2
Provision for income taxes ............... $ 0.8 $ 0.8
Cost of Revenue
Our cost of revenue increased by 10% to $17.6 million for the three months
ended June 30, 2002 from $16.0 million for the three months ended June 30, 2001.
CLEC Services. Cost of revenue from CLEC Services increased by 2% to $4.6
million, or 40% of revenue, for the three months ended June 30, 2002 from $4.5
million, or 40% of revenue, for the three months ended June 30, 2001.
The CLEC Services division of TeleRoss' cost of revenue increased by 33% to
$2.8 million, or 37% of revenue, for the three months ended June 30, 2002 from
$2.1 million, or 30% of revenue, for the three months ended June 30, 2001. The
increase as a percentage of revenue resulted from settlements to other operators
not decreasing in line with the pricing concessions to customers.
The CLEC Services division of Golden Telecom BTS cost of revenue decreased
by 42% to $1.4 million, or 45% of revenue, for the three months ended June 30,
2002 from $2.4 million, or 56% of revenue, for the three months ended June 30,
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 14% to $8.8 million, or 44% of revenue, for the three months ended
June 30, 2002 from $7.7 million, or 54% of revenue, for the three months ended
June 30, 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
increased by 20% to $3.6 million, or 78% of revenue, for the three months ended
June 30, 2002 from $3.0 million, or 64% of revenue, for the three months ended
June 30, 2001. The increase in cost of revenue as a percentage of revenue is
partly due to the reduction in non-recurring revenues as part of the mix and
higher settlement costs to other operators.
Mobile Services. Cost of revenue from Mobile Services decreased by 22% to
$0.7 million, or 21% of revenue, for the three months ended June 30, 2002 from
$0.9 million, or 24% of revenue, for the three months ended June 30, 2001. The
cost of revenue was slightly improved as a percentage of revenue, despite the
reduced revenue, mainly as a result of cost controls.
26
Selling, General and Administrative
Our selling, general and administrative expenses decreased by 20% to $10.2
million, or 26% of revenue, for the three months ended June 30, 2002 from $12.8
million, or 38% of revenue, for the three months ended June 30, 2001. This was
mainly due to reductions in advertising and employee related costs.
Depreciation and Amortization
Our depreciation and amortization expenses decreased by 39% to $6.3 million
for the three months ended June 30, 2002 from $10.4 million for the three months
ended June 30, 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 $3.0 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 June 30,
2002 by $1.8 million. These reductions were, in part, offset by the continuing
capital expenditures of the consolidated entities.
Equity in Earnings/Losses of Ventures
The losses after interest and tax charges from our investments in
non-consolidated ventures were $1.2 million for the three months ended June 30,
2002 down from earnings of $2.2 million for the three months ended June 30,
2001. We recognized earnings at Sovintel of $3.0 million for the three months
ended June 30, 2002, which were more than offset by our recognized losses in MCT
of $4.1 million. In the three months ended June 30, 2001, our recognized
earnings at Sovintel were $2.4 million which more than offset our recognized
losses in MCT.
Interest Income
Our interest income was $0.3 million for the three months ended June 30,
2002 down from $1.0 million for the three months ended June 30, 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 IPO for acquisitions and capital expenditure together with
lower interest rates.
Interest Expense
Our interest expense was $0.3 million for the three months ended June 30,
2002 compared to $0.7 million for the three months ended June 30, 2001. The
lower interest expense reflects the lower level of debt. Debt, excluding capital
leases obligations, at June 30, 2002 was $4.4 million compared to $19.1 million
at June 30, 2001.
Foreign Currency Loss
Our foreign currency loss was $0.2 million for the three months ended June
30, 2002, compared to a negligible amount for the three months ended June 30,
2001. This increase in foreign currency loss in part reflects the steady
devaluation of the ruble for the three months ended June 30, 2002, as compared
to the three months ended June 30, 2001.
Provision for Income Taxes
Our charge for income taxes was $0.8 million for the three months ended June
30, 2002, level with the $0.8 million for the three months ended June 30, 2001.
Though taxable profit of our Russian operations has increased, we realized
benefits from lower income tax rates and loss carryforward deduction during the
three months ended June 30, 2002 compared to the three months ended June 30,
2001.
Net Income (Loss) and Net Income (Loss) per Share
Our net income for the three months ended June 30, 2002 was $2.8 million,
compared to $3.5 million net loss for the three months ended June 30, 2001.
27
Our net income per share of common stock was $0.12 for the three months
ended June 30, 2002, compared to a net loss per share of common stock of $0.14
for the three months ended June 30, 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 22,652,912 at June 30, 2002, compared to
24,621,958 at June 30, 2001.
Our net income per share of common stock assuming dilution increased to
$0.12 for the three months ended June 30, 2002, compared to a net loss per
common share of $0.14 in the three months ended June 30, 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 average shares to
23,395,879 in the three months ended June 30, 2002, compared to 24,621,958 in
the three months ended June 30, 2001.
NON-CONSOLIDATED RESULTS -- NON-CONSOLIDATED RESULTS OF OPERATIONS FOR THE THREE
MONTHS ENDED JUNE 30, 2002 COMPARED TO THE NON-CONSOLIDATED RESULTS OF
OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 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 24% to $35.3 million for the three months
ended June 30, 2002 from $28.4 million, for the three months ended June 30,
2001. Increases in recurring, equipment and incoming traffic revenues were
partly offset by a decline in outgoing traffic revenues.
Cost of Revenue
Sovintel's cost of revenue increased by 28% to $19.8 million for the three
months ended June 30, 2002 from $15.5 million for the three months ended June
30, 2001. The slight increase of cost of revenue to 56% of revenue from 55% of
revenue was primarily the result of increases in lower margin equipment sales in
the revenue mix.
Selling, General and Administrative
Sovintel's selling, general and administrative expenses increased by 23% to
$4.3 million, or 12% of revenue, for the three months ended June 30, 2002 from
$3.5 million, or 12% of revenue for the three months ended June 30, 2001. The
increase was largely due to increased employee related and advertising costs
required to support the increased revenue.
28
CONSOLIDATED RESULTS -- CONSOLIDATED RESULTS OF OPERATIONS FOR THE SIX MONTHS
ENDED JUNE 30, 2002 COMPARED TO THE CONSOLIDATED RESULTS OF OPERATIONS FOR THE
SIX MONTHS ENDED JUNE 30, 2001
REVENUE
Our revenue increased by 14% to $75.6 million for the six months ended June
30, 2002 from $66.2 million for the six months ended June 30, 2001. The
breakdown of revenue by business group was as follows:
CONSOLIDATED REVENUE CONSOLIDATED REVENUE
FOR THE SIX MONTHS FOR THE SIX MONTHS
ENDED JUNE 30, 2001 ENDED JUNE 30, 2002
--------------------- --------------------
(IN MILLIONS)
REVENUE
CLEC services ........................ $22.1 $22.1
Data and Internet services ........... 28.1 38.2
Long distance services ............... 9.3 8.9
Mobile services ...................... 7.2 6.6
Eliminations ......................... (0.5) (0.2)
----- -----
TOTAL REVENUE .......................... $66.2 $75.6
CLEC Services. Revenue from CLEC Services remained unchanged at $22.1
million for the six months ended June 30, 2002 and for the six months ended June
30, 2001.
The CLEC Services division of TeleRoss revenue increased by 7% to $14.6
million for the six months ended June 30, 2002 from $13.6 million for the six
months ended June 30, 2001. This is mainly due to increases in monthly recurring
revenue partly due to increased numbering capacity in service, offset by a
decrease in traffic revenue, largely as a result of pricing concessions on local
traffic made to its largest customer.
The CLEC Services division of Golden Telecom BTS revenue decreased by 31% to
$5.9 million for the six months ended June 30, 2002 from $8.5 million for the
six months ended June 30, 2001. The decrease in revenue was due to the
suspension of the termination of certain incoming traffic from the beginning of
the fourth quarter of 2001, partly offset by increases in outgoing traffic and
certain non-recurring revenues.
For Agentstvo Delovoi Svyazi ("ADS"), acquired in September 2001, revenue
was $1.6 million for the six months ended June 30, 2002.
Data and Internet Services. Revenue from Data and Internet Services
increased by 36% to $38.2 million for the six months ended June 30, 2002 from
$28.1 million for the six months ended June 30, 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 on June 1, 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 six months ended June 30, 2002. Uralrelcom's revenue was
$1.1 million for the six months ended June 30, 2002.
Long Distance Services. Revenue from Long Distance Services decreased by 4%
to $8.9 million for the six months ended June 30, 2002 from $9.3 million for the
six months ended June 30, 2001. Equipment revenues declined in the six months
ended June 30, 2002, as compared to the six months ended June 30, 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 8% to $6.6
million for the six months ended June 30, 2002 from $7.2 million for the six
months ended June 30, 2001. Active subscribers declined approximately 11% at
Golden Telecom GSM and the average revenue per active subscriber has declined by
2% to approximately $29.52 per month.
29
EXPENSES
The following table shows our principal expenses for the six months ended
June 30, 2002 and June 30, 2001:
CONSOLIDATED EXPENSES CONSOLIDATED EXPENSES
FOR THE SIX MONTHS FOR THE SIX MONTHS
ENDED JUNE 30, 2001 ENDED JUNE 30, 2002
--------------------- ---------------------
(IN MILLIONS)
COST OF REVENUE
CLEC services .......................... $ 8.7 $ 8.3
Data and Internet services ............. 13.8 16.6
Long distance services ................. 6.8 6.8
Mobile services ........................ 1.9 1.5
Eliminations ........................... (0.5) (0.2)
----- -----
TOTAL COST OF REVENUE .................... 30.7 33.0
Selling, general and administrative ...... 25.5 19.9
Depreciation and amortization ............ 20.1 12.3
Equity in losses (earnings) of ventures .. (2.7) (0.5)
Interest income .......................... (2.5) (0.8)
Interest expense ......................... 1.3 0.9
Foreign currency loss .................... 0.3 0.5
Provision for income taxes ............... 1.0 2.1
Cumulative effect of a change in
accounting principle ................... -- 1.0
Cost of Revenue
Our cost of revenue increased by 7% to $33.0 million for the six months
ended June 30, 2002 from $30.7 million for the six months ended June 30, 2001.
CLEC Services. Cost of revenue from CLEC Services decreased by 5% to $8.3
million, or 38% of revenue, for the six months ended June 30, 2002 from $8.7
million, or 39% of revenue, for the six months ended June 30, 2001.
The CLEC Services division of TeleRoss' cost of revenue increased by 17% to
$4.9 million, or 34% of revenue, for the six months ended June 30, 2002 from
$4.2 million, or 31% of revenue, for the six months ended June 30, 2001. The
increase as a percentage of revenue resulted from settlements to other operators
not decreasing in line with the pricing concessions to customers.
The CLEC Services division of Golden Telecom BTS cost of revenue decreased
by 42% to $2.6 million, or 44% of revenue, for the six months ended June 30,
2002 and was $4.5 million, or 53% of revenue, for the six months ended June 30,
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 20% to $16.6 million, or 43% of revenue, for the six months ended
June 30, 2002 from $13.8 million, or 49% of revenue, for the six months ended
June 30, 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 remained
unchanged at $6.8 million, or 76% of revenue, for the six months ended June 30,
2002 and 73% of revenue, for the six months ended June 30, 2001. The increase in
cost of revenue as a percentage of revenue is partly due to the reduction in
non-recurring revenues as part of the mix and higher settlement costs to other
operators.
Mobile Services. Cost of revenue from Mobile Services decreased by 21% to
$1.5 million, or 23% of revenue, for the six months ended June 30, 2002 from
$1.9 million, or 26% of revenue, for the six months ended June 30, 2001. The
cost of revenue decreased as a percentage of revenue, mainly as a result of cost
controls.
Selling, General and Administrative
Our selling, general and administrative expenses decreased by 22% to $19.9
million, or 26% of revenue, for the six months ended June 30, 2002 from $25.5
million, or 39% of revenue, for the six months ended June 30, 2001. This was
mainly due to reductions in employee related costs, advertising, bad debt and
other selling, general and administrative expenses.
30
Depreciation and Amortization
Our depreciation and amortization expenses decreased by 39% to $12.3 million
for the six months ended June 30, 2002 from $20.1 million for the six months
ended June 30, 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 $5.9 million on the
amortization expense 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 six months ended June 30, 2002 by $3.6 million.
These reductions were, in part, offset by the continuing capital expenditures of
the consolidated entities.
Equity in Earnings/Losses of Ventures
The earnings after interest and tax charges from our investments in
non-consolidated ventures were $0.5 million for the six months ended June 30,
2002 down from earnings of $2.7 million for the six months ended June 30, 2001.
We recognized earnings at Sovintel of $6.0 million for the six months ended June
30, 2002, which more than offset our recognized losses in MCT of $5.1 million.
In the six months ended June 30, 2001, our recognized earnings at Sovintel were
$4.2 million, which more than offset our recognized losses in MCT.
Interest Income
Our interest income was $0.8 million for the six months ended June 30, 2002
down from $2.5 million for the six months ended June 30, 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 IPO for acquisitions and capital expenditure, together with lower
interest rates.
Interest Expense
Our interest expense was $0.9 million for the six months ended June 30, 2002
down from $1.3 million for the six months ended June 30, 2001. The lower
interest expense reflects the lower level of debt. Debt, excluding capital lease
obligations, at June 30, 2002 was $4.4 million compared to $19.1 million at June
30, 2001.
Foreign Currency Loss
Our foreign currency loss was $0.5 million for the six months ended June 30,
2002, compared to a $0.3 million loss for the six months ended June 30, 2001.
This increased loss in part reflects the increased level of the devaluation of
the ruble for the six months ended June 30, 2002, as compared to the six months
ended June 30, 2001.
Provision for Income Taxes
Our charge for income taxes was $2.1 million for the six months ended June
30, 2002 compared to $1.0 million for the six months ended June 30, 2001. The
increase was due to increasing levels of taxable profit being incurred in Russia
and Ukraine, partially offset by a reduction in the income tax rates in the six
months ended June 30, 2002 as compared to the six months ended June 30, 2001.
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 six months ended June 30, 2002.
Net Income (Loss) and Net Income ( Loss) per Share
Our net income for the six months ended June 30, 2002 was $9.0 million,
compared to a net loss of $7.4 million for the six months ended June 30, 2001.
Our net income per share of common stock increased to $0.40 for the six
months ended June 30, 2002, compared to a net loss per share of $0.30 for the
six months ended June 30, 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 22,593,244 at June 30, 2002, compared to 24,559,213
at June 30, 2001.
31
Our net income per share of common stock assuming dilution increased to
$0.39 for the six months ended June 30, 2002, compared to a net loss per common
share of $0.30 in the six months ended June 30, 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 average shares to 23,061,724 in
the six months ended June 30, 2002, compared to 24,559,213 in the six months
ended June 30, 2001.
NON-CONSOLIDATED RESULTS -- NON-CONSOLIDATED RESULTS OF OPERATIONS FOR THE SIX
MONTHS ENDED JUNE 30, 2002 COMPARED TO THE NON-CONSOLIDATED RESULTS OF
OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 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 26% to $67.7 million for the six months
ended June 30, 2002 from $53.8 million, for the six months ended June 30, 2001.
Increases in recurring revenues, incoming traffic and equipment revenues were
partly offset by a decline in outgoing traffic revenues.
Cost of Revenue
Sovintel's cost of revenue increased by 24% to $37.6 million for the six
months ended June 30, 2002 from $30.3 million for the six months ended June 30,
2001. The cost of revenue remained level at 56% of revenue, primarily the result
of increases in low margin equipment revenues offset by increases in high margin
recurring revenues in the revenue mix.
Selling, General and Administrative
Sovintel's selling, general and administrative expenses increased by 19% to
$8.1 million, or 12% of revenue, for the six months ended June 30, 2002 from
$6.8 million, or 13% of revenue for the six months ended June 30, 2001. The
increase was largely due to increased employee related and advertising costs
required to support the increased revenue, partly offset by a reduction in bad
debt.
LIQUIDITY AND CAPITAL RESOURCES
Our cash, cash equivalents and investments available for sale were $53.7
million and $46.4 million as of June 30, 2002 and December 31, 2001,
respectively. Of these amounts, our cash and cash equivalents were $51.7 million
and $37.4 million as of June 30, 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 June 30,
2002 and December 31, 2001 investments available for sale were $2.0 million and
$9.0 million, respectively.
Our total restricted cash was $2.0 million and $3.4 million as of June 30,
2002, and December 31, 2001, respectively. The restricted cash is maintained in
connection with certain of our debt obligations as described below.
During the six months ended June 30, 2002, we had net cash inflows of $19.4
million from our operating activities. During the six months ended June 30,
2001, we had net cash inflows of $10.6 million from our operating activities.
This increase in net cash inflows from operating activities at June 30, 2002 is
mainly 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 $3.1 million at June 30, 2001, to $1.8 million at June 30, 2002
was primarily due to the receipt of proceeds in the six months ended June 30,
2001 from investing in money market instruments with an original maturity
greater than three months. Network investing activities totaled $10.0 million
for the six months ended June 30, 2002 and included capital expenditures
principally attributable to building our telecommunications network. Network
investing activities totaled $16.4 million for the six months ended June 30,
2001 and included fiber optic capacity between Moscow and Stockholm and the GSM
network build out in Odessa, Ukraine. During the six months ended June 30, 2002,
we recovered funds from escrow of $3.0 million in association with our
acquisition of PTK in June 2001.
32
We had working capital of $52.1 million as of June 30, 2002 and $36.0
million as of December 31, 2001. At June 30, 2002, we had total debt, excluding
capital lease obligations, of approximately $4.4 million, of which $1.7 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 June 30, 2002 none 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 $8.8 million of debt in the six months ended June 30,
2002, compared to $2.1 million in the six months ended June 30, 2001.
Additionally, we received $2.1 million of proceeds from the exercising of
employee stock options in the six months ended June 30, 2002, compared to none
in the six months ended June 30, 2001.
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 June 30, 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 the future, we may execute especially large or numerous acquisitions,
which may require us to raise additional funds through a dilutive equity
issuance, through additional borrowings with collateralization and through the
divestment of non-core assets, or combinations of the above. 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 18 months. The actual amount and timing of our future capital requirements
may differ materially from our current estimates because of changes or
fluctuations in our anticipated acquisitions, investments, revenue, operating
costs and network expansion plans and access to alternative sources of financing
on favorable terms. Further, in order for us to compete successfully, we may
require substantial capital to continue to develop our networks and meet the
funding requirements of our operations and ventures, including losses from
operations. We will also require capital for other 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.
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 (1) anticipated amortization
expense; (2) the anticipated closure of the Sovintel transaction; (3) projected
traffic volume; (4) future revenues, costs, and taxes; (5) changes in Golden
Telecom's competitive environment; (6) our projections concerning our liquidity
and capital resources; and (7) the political and financial situation
33
in the markets in which we operate, contain forward-looking statements
concerning the Company's operations, economic performance and financial
condition. Because such statements involve risks and uncertainties, actual
results may differ materially from those expressed or implied by such
forward-looking statements. Among the key factors that have a direct bearing on
the Company's results of operations, economic performance and financial
condition are the commercial and execution risks associated with implementing
the Company's business plan, the political, economic and legal environment in
the markets in which the Company operates, changes in U.S. accounting standards,
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.
34
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On May 21, 2002, the Company held its annual meeting of shareholders. In
connection with the meeting, the Company solicited proxies pursuant to
Regulation 14 under the Securities Exchange Act of 1934 from holders of record
of its common stock as of March 25, 2002. Each of the Company's nine nominees
for election to its Board of Directors was elected to a term ending at the
Company's annual meeting of shareholders to be held in 2003. One additional
proposal was submitted to shareholders for approval and was approved.
(1) The votes cast for each of the Company's nine nominees for election to
the GTI's Board of Directors were as follows:
NOMINEE FOR WITHHELD
-------------------- ---------- ----------
Stan M. Abbeloos 20,433,151 241,122
Tigran Agadzhanov 20,674,073 200
Petr Aven 20,674,273 --
Michael Calvey 20,674,273 --
Ashley Dunster 20,674,273 --
Izzet Guney 20,674,273 --
Andrey Kosogov 20,674,073 200
David Stewart 20,433,151 241,122
Alexander Vinogradov 20,432,951 241,322
(2) Ratification of selection of Ernst & Young (CIS) Limited as the
Company's independent auditors for 2002 - FOR 20,672,973 shares; AGAINST
1,200 shares; ABSTAIN 100 shares.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits
None
b) Reports on Form 8-K
None
35
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
GOLDEN TELECOM, INC.
(Registrant)
By: /s/ DAVID STEWART
--------------------------
Name: David Stewart
Title: Chief Financial Officer and Treasurer
(Principal Financial Officer)
By: /s/ MICHAEL D. WILSON
--------------------------
Name: Michael D. Wilson
Title: Corporate Controller
(Principal Accounting Officer)
Date: August 13, 2002
36
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURUSANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Golden Telecom, Inc. ("the Company")
on Form 10-Q for the period ended June 30, 2002, as filed with the Securities
and Exchange Commission on the date hereof ("the Report"), I, Alexander
Vinogradov, President, Chief Executive Officer and Director of the Company,
certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, that:
1. The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; as amended; and
2. The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations
of the Company.
IN WITNESS WHEREOF, the undersigned has executed this certification as of the
13th day of August 2002.
/s/ ALEXANDER VINOGRADOV
-----------------------------
Alexander Vinogradov
President, Chief Executive Officer and
Director
37
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURUSANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Golden Telecom, Inc. ("the Company")
on Form 10-Q for the period ended June 30, 2002, as filed with the Securities
and Exchange Commission on the date hereof ("the Report"), I, David Stewart,
Senior Vice President, Chief Financial Officer, Treasurer and Director of the
Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that:
1. The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; as amended; and
2. The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations
of the Company.
IN WITNESS WHEREOF, the undersigned has executed this certification as of the
13th day of August 2002.
/s/ DAVID STEWART
-----------------------------
David Stewart
Senior Vice President, Chief
Financial Officer, Treasurer and
Director
38