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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, 2000
(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 3, 2000 there were 24,080,125 outstanding shares of common stock
of the registrant.
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TABLE OF CONTENTS
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PAGE
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PART I. FINANCIAL INFORMATION
Item 1(a) Financial Statements of Golden Telecom, Inc. (unaudited)............................... 3
Consolidated Balance Sheets as of December 31, 1999 and June 30, 2000.................. 3
Consolidated Statements of Operations for the Three and Six Months
Ended June 30, 1999 and 2000........................................................... 4
Consolidated Statements of Cash Flows for the Six Months Ended June 30,
1999 and 2000.......................................................................... 5
Notes to Consolidated Financial Statements............................................. 6
Item 1(b) Financial Statements of EDN Sovintel LLC (unaudited)................................... 13
Balance Sheets as of December 31, 1999 and June 30, 2000............................... 13
Statements of Income and Members' Equity for the Three and Six Months
Ended June 30, 1999 and 2000........................................................... 14
Statements of Cash Flows for the Six Months Ended June 30, 1999 and 2000............... 15
Notes to Financial Statements.......................................................... 16
Item 2 Management's Discussion and Analysis of Financial Condition and Results
of Operations *........................................................................ 17
PART II. OTHER INFORMATION
Item 3 Quantitative and Qualitative Disclosure about Market Risk.............................. 27
Item 4 Submission of Matters to a Vote of Security Holders.................................... 28
Item 6 Exhibits and Reports on Form 8-K ...................................................... 28
Signatures .......................................................................................... 29
</TABLE>
* Please refer to the special note regarding forward-looking statements in this
section.
2
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PART I. FINANCIAL INFORMATION
ITEM 1(a). UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS OF GOLDEN TELECOM, INC.
GOLDEN TELECOM, INC.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
1999 2000
---- ----
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents................................ $ 162,722 $ 154,063
Accounts receivable, net................................. 10,961 13,965
Prepaid expenses......................................... 2,666 3,763
Other assets............................................. 5,252 5,613
--------- ---------
TOTAL CURRENT ASSETS....................................... 181,601 177,404
Property and equipment, net of accumulated depreciation of
$29,289 and $35,471 at December 31, 1999 and June 30,
2000, respectively....................................... 62,176 71,283
Investments in and advances to ventures.................... 45,196 41,318
Goodwill and intangible assets, net of accumulated
amortization of $33,737 and $42,387 at December 31, 1999
and June 30, 2000, respectively.......................... 53,467 50,505
Restricted cash and other non-current assets............... 24,184 16,956
--------- ---------
TOTAL ASSETS............................................... $ 366,624 $ 357,466
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses.................... $ 35,022 $ 32,544
Debt maturing within one year............................ 4,148 4,654
Due to affiliates........................................ 6,563 8,038
Other current liabilities................................ 3,392 3,638
--------- ---------
TOTAL CURRENT LIABILITIES.................................. 49,125 48,874
Long-term debt, less current portion....................... 17,631 13,217
Related party long-term debt............................... 6,250 6,250
Taxes and other non-current liabilities.................... 2,250 2,000
--------- ---------
TOTAL LIABILITIES.......................................... 75,256 70,341
Minority interest.......................................... 2,816 3,148
SHAREHOLDERS' EQUITY
Preferred stock, $0.01 par value (10,000,000 shares
authorized; 0 shares issued and outstanding at
December 31, 1999 and June 30, 2000)................... -- --
Common stock, $0.01 par value (50,000,000 and 100,000,000
shares authorized at December 31, 1999 and June 30,
2000 respectively; 24,050,125 and 24,080,125 shares
issued and outstanding at December 31, 1999 and June
30, 2000 respectively)................................. 241 241
Additional paid-in capital............................... 407,863 408,533
Accumulated deficit...................................... (119,552) (124,797)
--------- ---------
TOTAL SHAREHOLDERS' EQUITY................................. 288,552 283,977
--------- ---------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY................. $ 366,624 $ 357,466
========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
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GOLDEN TELECOM, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
----------------------- -----------------------
1999 2000 1999 2000
----------- ----------- ----------- ----------
<S> <C> <C> <C> <C>
REVENUE:
Telecommunication services................ $ 20,341 $ 23,739 $ 40,560 $ 44,900
Revenue from affiliates................... 2,365 2,257 5,572 4,513
Equipment sales........................... 464 876 1,223 1,768
-------- -------- -------- --------
TOTAL REVENUE............................... 23,170 26,872 47,355 51,181
OPERATING COSTS AND EXPENSES:
Cost of revenue:
Access and network services............ 8,749 11,134 17,389 20,738
Equipment sales........................ 627 713 1,313 1,403
Selling, general and administrative....... 10,432 10,707 19,070 20,961
Depreciation and amortization............. 7,127 7,706 13,932 14,934
-------- -------- -------- --------
TOTAL OPERATING COSTS AND EXPENSES.......... 26,935 30,260 51,704 58,036
-------- -------- -------- --------
LOSS FROM OPERATIONS........................ (3,765) (3,388) (4,349) (6,855)
OTHER INCOME (EXPENSE):
Equity in losses of ventures.............. (1,604) (172) (5,174) (1,083)
Interest income........................... 160 2,638 919 4,924
Interest expense.......................... (622) (713) (1,202) (1,451)
Foreign currency losses................... (106) (80) (848) (423)
Minority interest......................... (566) (154) (1,025) (154)
Other non-operating expense............... -- -- -- (148)
-------- -------- -------- --------
TOTAL OTHER INCOME (EXPENSE)................ (2,738) 1,519 (7,330) 1,665
-------- -------- -------- --------
Net loss before income taxes................ (6,503) (1,869) (11,679) (5,190)
Income taxes................................ 1,691 42 4,291 55
-------- -------- -------- --------
NET LOSS.................................... $ (8,194) $ (1,911) $(15,970) $ (5,245)
======== ======== ======== ========
Net loss per share.......................... $ (0.77) $ (0.08) $ (1.51) $ (0.22)
======== ======== ======== ========
Weighted average common shares outstanding.. 10,600 24,080 10,600 24,070
======== ======== ======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
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GOLDEN TELECOM, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
-------------------------
1999 2000
--------- ---------
<S> <C> <C>
OPERATING ACTIVITIES
Net loss................................................... $ (15,970) $ (5,245)
Adjustments to Reconcile Net Loss to Net Cash (Used in)
Provided by Operating Activities:
Depreciation............................................... 5,666 6,992
Amortization............................................... 8,266 7,942
Equity in losses of ventures, net of dividends received.... 5,174 1,083
Minority interest.......................................... 1,025 154
Foreign currency losses.................................... 848 423
Other...................................................... (919) 1,016
Changes in assets and liabilities:
Accounts receivable..................................... 1,099 (3,347)
Accounts payable and accrued expenses................... (9,385) 1,437
Other changes in assets and liabilities................. 916 (65)
--------- ---------
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES.......... (3,280) 10,390
INVESTING ACTIVITIES
Purchases of property and equipment and intangible assets.. (8,258) (17,803)
Acquisitions, net of cash acquired......................... -- (3,617)
Restricted cash............................................ (2,109) 3,325
Other investing............................................ 3,420 3,028
--------- ---------
NET CASH USED IN INVESTING ACTIVITIES........................ (6,947) (15,067)
FINANCING ACTIVITIES
Proceeds from debt......................................... 2,029 4,767
Repayments of debt......................................... (3,332) (8,591)
Net proceeds from shareholder.............................. 12,179 32
--------- ---------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES.......... 10,876 (3,792)
Effect of exchange rate changes on cash and cash
equivalents................................................ (318) (190)
--------- ---------
Net increase (decrease) in cash and cash equivalents......... 331 (8,659)
Cash and cash equivalents at beginning of period............. 14,164 162,722
--------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD................... $ 14,495 $ 154,063
========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
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GOLDEN TELECOM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. FINANCIAL PRESENTATION AND DISCLOSURES
On June 10, 1999, Golden Telecom, Inc. ("Golden Telecom" or "the Company")
was incorporated in Delaware for the purpose of acting as a holding company for
Global TeleSystems, Inc. ("GTS") operating entities within the Commonwealth of
Independent States ("CIS") (the "CIS entities") and supporting non-CIS holding
companies. On September 29, 1999, GTS transferred its ownership rights in the
CIS entities and the supporting non-CIS holding companies to the Company. Golden
Telecom, a majority-owned subsidiary of GTS, is a provider of a broad range of
telecommunications services to businesses, other telecommunications service
providers and consumers through its operation of voice, Internet and data
networks, international gateways, local access and cellular networks and various
value-added services in the CIS, primarily in Russia.
Prior to the reorganization, principally the transfer of ownership rights of
the CIS entities to the Company from GTS, the CIS entities were subsidiaries of
GTS. As the CIS entities are under common control, the accompanying 1999
financial statements give effect to the reorganization as if it were a pooling
of interests and the financial statements have been presented on a carve-out
basis and include the historical results of operations and assets and
liabilities directly related to Golden Telecom and have been prepared from GTS'
historical accounting records. No intangible assets were created and recorded as
a result of this reorganization.
The financial statements included herein are unaudited and have been
prepared in accordance with generally accepted accounting principles in the
United States of America ("US GAAP") for interim financial reporting and
Securities and Exchange Commission regulations. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with US GAAP have been condensed or omitted pursuant to such 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 1999 audited consolidated financial statements and the notes
related thereto. The results of operations for the three and six months ended
June 30, 2000 may not be indicative of the operating results for the full year.
2. POLICIES AND PROCEDURES
For the three and six months ended June 30, 1999 and 2000, comprehensive
income for the Company is equal to net income.
The Company's net loss per share calculation (basic and diluted) is based
upon the Company's weighted average common shares outstanding. The 10,600,000
common shares issued in connection with the formation of the Company are
considered to be outstanding throughout 1999. There are no reconciling items in
the numerator or denominator of the Company's net loss per share calculation.
Warrants, stock options and restricted stock grants have been excluded from the
net loss per share calculation because their effect would be antidilutive.
3. SHAREHOLDERS' EQUITY
Common Stock
On May 17, 2000, the Company's shareholders approved an increase in the
Company's authorized common stock from 50 million to 100 million shares.
On June 30, 2000, the Company filed a Registration Statement on Form S-1
with the SEC to register 2,145,633 shares of Common Stock held by Capital
International Global Emerging Markets Private Equity Fund, L.P. and affiliates
of ING Barings.
Preferred Stock
On May 17, 2000, the Company's shareholders approved the authorization of
10 million shares of preferred stock.
6
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GOLDEN TELECOM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(UNAUDITED)
4. OTHER TRANSACTIONS
Investment Transactions
In April 2000, the Company acquired the assets of Fintek, a prominent
Moscow-based Web design studio and 51% of Commercial Information Networks (KIS),
the largest Internet service provider in Nizhny Novgorod. The combined purchase
price was less than $1.2 million and the purchase method of accounting was used
for these investments.
Abandonment and Restructuring Charge
In September 1999, the Board of Directors of GTS approved a formal plan of
restructuring that resulted in the Company abandoning certain cellular business
operations in Russia. As part of this plan of restructuring, the Company is
currently seeking disposition of its ownership interests in these operations and
does not intend to provide any additional financial assistance to such
businesses, other than debts assumed. The Company is targeting to complete the
disposition of these properties by early 2001.
In reaching its decision the Company determined that the financial,
operational and management support required for these ventures does not meet its
current strategic plan; however, the Company will continue to support the
remaining Russian cellular businesses. In connection with this decision, a
charge to earnings in the third quarter of 1999 of $18.5 million was incurred as
a result of the plan of abandonment, of which approximately $8.3 million was
recorded as a liability. This charge was calculated based on the write-down of
the carrying value of these business operations to their estimated realizable
value. The charge was based upon the financial statements as of August 31, 1999
and the results of the abandoned ventures were no longer included in the
Company's results after September 1, 1999. Additionally, in the third quarter of
1999 the Company recorded a restructuring charge and a liability of $1.3 million
relating to the cancellation of certain network capacity. As of June 30, 2000
and December 31, 1999, the Company had $6.5 million and $9.6 million,
respectively, for the accrual of costs not yet incurred.
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, 2000. It is the opinion of management that the ultimate resolution of
the Company's CIS 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 CIS taxes, it is possible that the Company's
future results of operations or cash flows could be materially affected in a
particular period.
In various foreign jurisdictions, the Company is obligated to pay value
added taxes ("VAT") on the purchase or importation of assets, and for certain
other transactions. In many instances, VAT can be offset against VAT the Company
collects and otherwise would remit to the tax authorities, or may be refundable.
Because the law in some jurisdictions is unclear, the local tax authorities
could assert that the Company is obligated to pay additional amounts of VAT. In
the opinion of management, any additional VAT the Company may be obligated to
pay would not be material.
7
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GOLDEN TELECOM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(UNAUDITED)
6. SEGMENT INFORMATION
LINE OF BUSINESS DATA
The Company operates in four segments within the telecommunications
industry. Previously, the Company reported three segments, but commencing from
the beginning of 2000, the Company has operationally and financially separated
its Data and Internet business from the Long Distance business. This separation
is in line with the Company's strategy to develop the Data and Internet segment
of its business. The four segments are: Competitive Local Exchange Carrier
(CLEC) Services using our local access overlay networks in Moscow, Kiev, and St.
Petersburg; Long Distance Services using our fiber optic and satellite-based
network throughout the CIS, Data and Internet Services using our fiber optic and
satellite-based network; and Mobile Services consisting of cellular networks in
Russia and Ukraine. The following table presents financial information for both
consolidated ventures and equity investee ventures, segmented by the Company's
lines of businesses for the three and six-month periods ended June 30, 1999 and
2000. 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.
<TABLE>
<CAPTION>
ADJUSTMENTS TO RECONCILE
BUSINESS SEGMENT TO
CONSOLIDATED RESULTS
-----------------------
DATA & BUSINESS EQUITY
INTERNET LONG MOBILE CORPORATE & SEGMENT CONSOLIDATED METHOD AFFILIATE
CLEC SERVICES DISTANCE SERVICES ELIMINATIONS TOTAL RESULTS VENTURES ADJUSTMENTS
---- -------- -------- -------- ------------ ----- ------- -------- -----------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
THREE MONTHS ENDED JUNE 30, 1999
Revenue............... $30,707 $6,253 $3,050 $9,146 $(2,468) $46,688 $23,170 $(28,051) $4,533
Operating income
(loss).............. 8,844 78 (1,844) (2,459) (5,587) (968) (3,765) (2,397) (400)
Identifiable assets... 119,168 17,800 26,887 91,607 101,026 356,488 222,350 (134,138) --
Capital expenditures.. 3,058 1,522 703 2,572 (250) 7,605 4,937 (2,668) --
</TABLE>
<TABLE>
<CAPTION>
ADJUSTMENTS TO RECONCILE
BUSINESS SEGMENT TO
CONSOLIDATED RESULTS
-----------------------
DATA & BUSINESS EQUITY
INTERNET LONG MOBILE CORPORATE & SEGMENT CONSOLIDATED METHOD AFFILIATE
CLEC SERVICES DISTANCE SERVICES ELIMINATIONS TOTAL RESULTS VENTURES ADJUSTMENTS
---- -------- -------- -------- ------------ ----- ------- -------- -----------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
THREE MONTHS ENDED JUNE 30, 2000
Revenue............... $30,954 $9,205 $3,636 $8,760 $(1,385) $51,170 $26,872 $(28,406) $4,108
Operating income
(loss).............. 8,672 (269) (977) (509) (6,316) 601 (3,388) (3,898) (91)
Identifiable assets... 110,915 34,234 22,653 53,477 246,556 467,835 357,465 (110,370) --
Capital expenditures.. 4,334 1,581 741 3,184 (189) 9,651 6,093 (3,558) --
</TABLE>
8
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GOLDEN TELECOM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(UNAUDITED)
<TABLE>
<CAPTION>
ADJUSTMENTS TO RECONCILE
BUSINESS SEGMENT TO
CONSOLIDATED RESULTS
-----------------------
DATA & BUSINESS EQUITY
INTERNET LONG MOBILE CORPORATE & SEGMENT CONSOLIDATED METHOD AFFILIATE
CLEC SERVICES DISTANCE SERVICES ELIMINATIONS TOTAL RESULTS VENTURES ADJUSTMENTS
---- -------- -------- -------- ------------ ----- ------- -------- -----------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
SIX MONTHS ENDED JUNE 30, 1999
Revenue............... $62,961 $12,591 $5,991 $17,368 $(4,849) $94,062 $47,355 $(55,350) $8,643
Operating income
(loss).............. 17,484 17 (3,218) (5,394) (9,328) (439) (4,349) (3,627) (283)
Identifiable assets... 119,168 17,800 26,887 91,607 101,026 356,488 222,350 (134,138) --
Capital expenditures.. 6,284 2,147 1,663 7,072 612 17,778 10,335 (7,443) --
</TABLE>
<TABLE>
<CAPTION>
ADJUSTMENTS TO RECONCILE
BUSINESS SEGMENT TO
CONSOLIDATED RESULTS
------------------------
DATA & BUSINESS EQUITY
INTERNET LONG MOBILE CORPORATE & SEGMENT CONSOLIDATED METHOD AFFILIATE
CLEC SERVICES DISTANCE SERVICES ELIMINATIONS TOTAL RESULTS VENTURES ADJUSTMENTS
---- -------- -------- -------- ------------ ----- ------- -------- -----------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
SIX MONTHS ENDED JUNE 30, 2000
Revenue............... $60,555 $17,707 $6,526 $16,576 $(2,877) $98,487 $51,181 $(55,436) $8,130
Operating income
(loss).............. 17,506 (43) (2,577) (1,998) (12,922) (34) (6,855) (7,076) 255
Identifiable assets... 110,915 34,234 22,653 53,477 246,557 467,835 357,466 (110,370) --
Capital expenditures.. 9,023 7,890 1,852 4,996 185 23,946 17,803 (6,143) --
</TABLE>
9
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GOLDEN TELECOM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(UNAUDITED)
GEOGRAPHIC DATA
Revenues are based on the location of the operating company providing the
service.
The following tables present financial information segmented by the
Company's geographic regions for the three and six month periods ended June 30,
1999 and 2000.
<TABLE>
<CAPTION>
CORPORATE & CONSOLIDATED
RUSSIA UKRAINE ELIMINATIONS RESULTS
------ ------- ------------ ------------
THREE MONTHS ENDED JUNE 30, 1999
<S> <C> <C> <C> <C>
Revenue......................... $ 15,827 $ 7,386 $ (43) $ 23,170
Long-lived assets............... 120,402 33,052 5,296 158,750
</TABLE>
<TABLE>
<CAPTION>
CORPORATE & CONSOLIDATED
RUSSIA UKRAINE ELIMINATIONS RESULTS
THREE MONTHS ENDED JUNE 30, 2000 ------ ------- ------------ ------------
<S> <C> <C> <C> <C>
Revenue......................... $ 18,014 $ 8,910 $ (52) $ 26,872
Long-lived assets............... 125,963 37,753 1,816 165,532
</TABLE>
<TABLE>
<CAPTION>
CORPORATE & CONSOLIDATED
RUSSIA UKRAINE ELIMINATIONS RESULTS
------ ------- ------------ ------------
SIX MONTHS ENDED JUNE 30, 1999
<S> <C> <C> <C> <C>
Revenue......................... $ 32,894 $ 14,530 $ (69) $ 47,355
Long-lived assets............... 120,402 33,052 5,296 158,750
</TABLE>
<TABLE>
<CAPTION>
CORPORATE & CONSOLIDATED
RUSSIA UKRAINE ELIMINATIONS RESULTS
------ ------- ------------ ------------
SIX MONTHS ENDED JUNE 30, 2000
<S> <C> <C> <C> <C>
Revenue......................... $ 34,817 $ 16,538 $ (174) $ 51,181
Long-lived assets............... 125,963 37,753 1,816 165,532
</TABLE>
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GOLDEN TELECOM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(UNAUDITED)
7. SIGNIFICANT EQUITY METHOD SUBSIDIARY INFORMATION
The following table presents summarized income statement information from
the Company's significant equity investee, EDN Sovintel LLC, as of June 30, 1999
and 2000.
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------------ ------------------------
1999 2000 1999 2000
----------- ----------- ----------- -----------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
Revenues.................................. $ 22,497 $ 23,060 $ 44,981 $ 45,286
Gross Margin.............................. 9,802 10,765 18,748 21,270
Income from operations.................... 3,692 4,560 6,586 8,970
Net income................................ 473 2,339 1,461 4,440
</TABLE>
8. DEBT AND CAPITAL LEASE
Since September 1997, certain of the Company's operating entities have
borrowed funds under a $30.0 million back-to-back, three-year, revolving bank
facility from a Western-owned bank licensed to operate in Russia. Under this
facility, the Company provides full cash collateral, recorded on the Company's
balance sheet as restricted cash, for onshore loans made by the bank to our
Russian-registered ventures. The Company is in the process of refinancing this
facility with the same bank. The structure of the new facility will be
substantially the same as the existing facility, with a maximum repayment term
of seven years. Six of the Company's mobile ventures have already entered into
the new facility and the remaining subsidiaries will complete the refinancing
during the third quarter.
In the first quarter of 2000, the Company entered into a lease for fiber
capacity, including facilities and maintenance, from Moscow to Stockholm. The
lease has a term of ten years with an option to renew for an additional five
years. A prepayment was made to the lessor in April 2000. This prepayment is
offset in the balance sheet against the lease obligation.
9. SUPPLEMENTAL CASH FLOW INFORMATION
The following table summarizes significant non-cash investing and financing
activities for the Company:
SIX MONTHS ENDED
JUNE 30,
1999 2000
-------- --------
(IN THOUSANDS)
Issuance of common stock to affiliate of
ING Barings............................... $ -- $ 360
Business acquisitions....................... -- 580
11
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GOLDEN TELECOM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(UNAUDITED)
10. SUBSEQUENT EVENTS
In July 2000, the Company entered into an agreement to acquire the assets
of IT INFOART STARS, a leading horizontal Russian and English language portal
for approximately $8.3 million in cash.
In July 2000, the Company entered into an agreement to acquire 60 percent
of JSC Nursat, one of the largest providers of Internet and telecommunications
services in Kazakhstan for approximately $8.7 million in cash and the issuance
of $1.4 million in the Company's common stock.
In July 2000, the Company entered into an agreement to acquire the Agama
family of Russian Web properties for $12.5 million in cash and the issuance of
$12.5 million in the Company's common stock.
On July 17, 2000, the Company filed with the SEC a Registration Statement
on Form S-8 to register 4,023,551 Common Shares that are available under the
1999 Equity Participation Plan of Golden Telecom, Inc.
12
<PAGE> 13
ITEM 1(a). UNAUDITED FINANCIAL STATEMENTS OF EDN SOVINTEL LLC.
EDN SOVINTEL LLC
BALANCE SHEETS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
------------ --------
1999 2000
-------- --------
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash ..................................................... $ 2,644 $ 3,410
Accounts receivable, net of allowance for doubtful
accounts of $3,364 and $3,559 at December 31, 1999
and June 30, 2000....................................... 16,868 16,170
Due from affiliated companies............................. 645 553
Inventories............................................... 1,095 1,111
VAT receivable, net....................................... 2,547 1,902
Prepaid expenses and other current assets................. 1,764 2,193
-------- --------
TOTAL CURRENT ASSETS........................................ 25,563 25,339
Property and equipment, net of accumulated depreciation
of $27,561 and $31,330 at December 31, 1999 and
June 30, 2000............................................. 50,477 50,737
Deferred expenses........................................... 675 608
Other noncurrent assets..................................... 909 --
-------- --------
TOTAL ASSETS................................................ $ 77,624 $ 76,684
======== ========
LIABILITIES AND MEMBERS' EQUITY
CURRENT LIABILITIES
Trade payables............................................ $ 8,963 $ 7,069
Accrued expenses.......................................... 3,237 2,855
Due to affiliated companies............................... 3,692 5,776
Amount due to partner in commercial arrangement........... 929 794
Short-term loan........................................... 3,052 --
Deferred income taxes..................................... 686 686
-------- --------
TOTAL LIABILITIES........................................... 20,559 17,180
MEMBERS' EQUITY............................................. 57,065 59,504
-------- --------
TOTAL LIABILITIES AND MEMBERS' EQUITY....................... $ 77,624 $ 76,684
======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
13
<PAGE> 14
EDN SOVINTEL LLC
STATEMENTS OF INCOME AND MEMBERS' EQUITY
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
----------------------- ------------------------
1999 2000 1999 2000
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
REVENUE:
Telecommunication services................ $ 22,124 $ 22,378 $ 44,146 $ 44,352
Equipment sales and other revenue......... 373 682 835 934
-------- -------- -------- --------
TOTAL REVENUE............................... 22,497 23,060 44,981 45,286
OPERATING COSTS AND EXPENSES:
Cost of revenue:
Service costs.......................... 12,444 11,807 25,682 23,314
Equipment costs and other cost of
revenue.............................. 251 488 551 702
Selling, general and administrative....... 4,124 4,161 8,317 8,242
Depreciation and amortization............. 1,986 2,044 3,845 4,058
-------- -------- -------- --------
TOTAL OPERATING COSTS AND EXPENSES.......... 18,805 18,500 38,395 36,316
-------- -------- -------- --------
INCOME FROM OPERATIONS...................... 3,692 4,560 6,586 8,970
OTHER INCOME (EXPENSE):
Interest income........................... 56 25 81 59
Interest expense.......................... (116) (62) (203) (152)
Foreign currency (losses) gains........... 54 (119) (845) (276)
-------- -------- -------- --------
TOTAL OTHER INCOME (EXPENSE)................ (6) (156) (967) (369)
-------- -------- -------- --------
Income before income taxes.................. 3,686 4,404 5,619 8,601
Income taxes................................ 3,213 2,065 4,158 4,161
-------- -------- -------- --------
NET INCOME.................................. $ 473 $ 2,339 $ 1,461 $ 4,440
======== ======== ======== ========
Dividends................................... $ -- $ (2,001) $ -- $ (2,001)
Members' equity, opening balance............ 54,517 59,166 53,529 57,065
-------- -------- -------- --------
Members' equity, closing balance ........... $ 54,990 $ 59,504 $ 54,990 $ 59,504
======== ======== ======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
14
<PAGE> 15
EDN SOVINTEL LLC
STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 30,
-------------------------
1999 2000
---------- -----------
<S> <C> <C>
OPERATING ACTIVITIES
Net income.......................................... $ 1,461 $ 4,440
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization..................... 3,845 4,058
Provision for doubtful accounts................... (95) 848
Foreign exchange loss............................. 845 276
Changes in operating assets and liabilities:
Accounts receivable............................... (1,489) (312)
Inventories....................................... 339 (16)
Prepaid expenses and other assets................. 4,750 535
VAT receivable, net............................... 574 380
Trade payables.................................... (139) (2,326)
Accrued liabilities and other payables............ 429 (275)
Taxes accrued or payable.......................... (1,166) 594
(Increase) Decrease in amounts due to affiliated
companies, net.................................. (7,935) 140
NET CASH PROVIDED BY OPERATING ACTIVITIES........... 1,419 8,342
INVESTING ACTIVITIES Purchases of property and
equipment......................................... (3,522) (4,251)
--------- ---------
FINANCING ACTIVITIES
Proceeds from debt................................ 500 --
Repayment of debt................................. -- (3,187)
--------- ---------
NET CASH (USED IN) PROVIDED BY FINANCING
ACTIVITIES........................................ 500 (3,187)
Effect of exchange rate changes on cash............. (754) (138)
--------- ---------
Net (decrease) increase in cash..................... (2,357) 766
Cash at beginning of period......................... 5,116 2,644
--------- ---------
CASH AT END OF PERIOD............................... $ 2,759 $ 3,410
========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
15
<PAGE> 16
EDN SOVINTEL LLC
NOTES TO 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". EDN Sovintel was created in 1990 to design,
construct, and operate a telecommunications network in Moscow and later it was
decided to expand its operations to other regions of Russia, including St.
Petersburg, Pskov and Kaliningrad. This network provides worldwide
communications services, principally to major hotels, business offices and
mobile communication companies.
The financial statements included herein are unaudited and have been
prepared in accordance with generally accepted accounting principles in the
United States of America ("US GAAP") for interim financial reporting and
Securities and Exchange Commission regulations. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with US GAAP have been condensed or omitted pursuant to such 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 1999 audited financial statements and the notes related thereto.
The results of operations for the three and six months ended June 30, 2000 may
not be indicative of the operating results for the full year.
2. POLICIES AND PROCEDURES
For the three and six months ended June 30, 1999 and 2000, comprehensive
income for the Company is equal to net income.
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 the
Russian tax, the Company's final Russian taxes may be in excess of the estimated
amount expensed to date and accrued at June 30, 2000. 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.
The Company is obligated to pay value added taxes ("VAT") on the purchase or
importation of assets, and for certain other transactions. In many instances,
VAT can be offset against VAT the Company collects and otherwise would remit to
the tax authorities, or may be refundable. Because the law in some jurisdictions
is unclear, the local tax authorities could assert that the Company is obligated
to pay additional amounts of VAT. In the opinion of management, any additional
VAT the Company may be obligated to pay would not be material.
16
<PAGE> 17
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion and analysis relates to our financial condition and
results of operations of the Company for the three and six month periods ended
June 30, 2000 and 1999. 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.
SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS
Certain statements contained in "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and other parts of this document,
including, without limitation, those concerning (i) projected traffic volume;
(ii) future revenues and costs; (iii) changes in the Company's competitive
environment; (iv) the performance of future consolidated and equity method
investments; and (v) the political and financial situation in the markets in
which we operate, contain forward-looking statements concerning the Company's
operations, economic performance and financial condition. Because such
statements involve risks and uncertainties, actual results may differ materially
from those expressed or implied by such forward-looking statements. Among the
key factors that have a direct bearing on the Company's results of operations,
economic performance and financial condition are the commercial and execution
risks associated with implementing the Company's business plan, the political,
economic and legal environment in the markets in which the Company operates,
increasing competitiveness in the telecommunications and Internet-related
businesses that may limit growth opportunities, and increased and intense
downward price pressures on some of the services that we offer. These and other
factors are discussed herein under "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and elsewhere in this Report.
Additional information concerning factors that could cause results to differ
materially from those in the forward looking statements are contained in the
Company's filings with the U.S. Securities and Exchange Commission, including,
but not limited to, the Company's prospectus dated June 30, 2000 included in the
Registration Statement No. 333-39260 on Form S-1, the Company's report on Form
10-Q for the quarter ended March 31, 2000, and the Company's report on Form 10-K
for the year ended December 31, 1999.
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.
OVERVIEW
We are a leading facilities-based provider of integrated telecommunications
services and Internet services in major population centers throughout Russia and
other countries of the Commonwealth of Independent States ("CIS"). We organize
our operations into two business divisions, Business Services and Mobile
Services. Our Business Services Division comprises: CLEC Services, using local
access overlay networks in Moscow, Kiev and St. Petersburg; Data and Internet
Services, using a fiber optic and satellite-based network with more than 100
points of presence in Russia and the CIS; and Long Distance Services using a
fiber optic and satellite-based network. Our Mobile Services Division operates
cellular networks in Kiev, Vladivostok and six other cities throughout Russia.
GTS owns approximately 63% of our outstanding shares.
17
<PAGE> 18
Our financial condition and results of operations have been, and continue to
be, adversely affected by ongoing economic instability in Russia and the other
countries of the Commonwealth of Independent States. The Russian economy
collapsed in August 1998 after the Russian government defaulted on its
obligation to make payments on its internal debt and allowed the ruble to
devalue substantially. Although the markets may have stabilized since August
1998 and the political climate is less unstable, the Russian economy is prone to
political instability that may precipitate further economic volatility.
Most of our revenue is derived from high-volume business customers and
carriers. Our business customers include large multinational companies, local
enterprises, financial institutions, hotels and government agencies. We believe
that the carriers, including mobile operators, which contribute a substantial
portion of our revenues, in turn derive a portion of their business from
high-volume business customers. Thus, we believe that the majority of our
ultimate end-users are businesses that require access to highly reliable and
advanced telecommunications facilities to sustain their operations.
In the aftermath of the August 1998 Russian financial crisis, a significant
number of our business customers scaled back or closed their operations in
Russia, and many local companies closed down operations in Russia because of an
inability to satisfy their payment obligations to creditors. Terminations of
service and reduction in services offered have reduced our recurring revenues.
Additionally, sales of equipment declined significantly as new customers prefer
to lease rather than buy equipment under current market conditions. We are also
experiencing significant price pressure on our recurring revenue, applied
particularly by Moscow cellular operators, which include some of our largest
customers.
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 has intensified in the last several quarters, resulting in
declining prices, which has also adversely affected our revenues. In addition,
some of our competitors do not link their prices to the dollar/ruble exchange
rate, so as the ruble devalues, their prices effectively become lower than our
prices. In order to compete with these carriers in the regions outside Moscow
and St. Petersburg, we have been forced to lower our tariffs, which has resulted
in reduced revenues and declining margins.
In recent months, although we have seen what appears to be a slight recovery
in the Russian market, downward price pressures persist, both because of
competitive pressures in Russia and because of a global trend toward lower
telecommunications tariffs. Although we experienced an increase in traffic
volume over recent months, the volume increases had not kept pace with the
reduction in prices. Our volume increases are now starting to exceed the
reduction in tariffs on certain types of voice traffic.
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. Our
ability to reduce our cost of revenue by reducing these payments has enabled us,
in most cases to maintain, or even improve, our margins. In general, we expect
settlement and interconnection rates to continue to decline in line with
tariffs.
In addition to the traditional voice and data service provision, we are
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 portal development.
18
<PAGE> 19
OWNERSHIP AND INITIAL PUBLIC OFFERING
Golden Telecom, Inc., commenced trading on NASDAQ on September 30, 1999,
using the ticker symbol "GLDN". The Initial Public Offering ("IPO") closed on
October 5, 1999. From our IPO, together with additional investments from
strategic investors, including Global TeleSystems Group, Inc., we raised $128.0
million in net proceeds. On December 24, 1999 the Company issued privately to
Capital International Global Emerging Markets Private Equity Fund, L.P.
1,250,000 of our common shares and raised an additional $15.0 million.
In accordance with the subscription agreement filed with the SEC at the time
of our IPO, a further 30,000 shares of our common stock, in addition to the
420,000 shares issued on September 30, 1999 were issued on March 1, 2000 to an
affiliate of ING Barings in full and final settlement for its ownership interest
in Golden Telecom Ukraine. Following such issuance, GTS owns approximately 63%
of the outstanding shares of our common stock.
ABANDONMENT AND RESTRUCTURING CHARGE
In the third quarter of 1999, the GTS Board approved a formal plan of
restructuring whereby we determined that the allocation of sufficient resources
to support certain of our cellular ventures, which are not material to our
financial condition or results of operations, was inconsistent with our
strategic plans. We, therefore, no longer intend to provide any further
financial assistance to certain specified cellular ventures, other than the
assumption of certain debt obligations, and we are seeking to sell our ownership
interests in or otherwise dispose of these assets in furtherance of our plan of
abandonment. We are targeting to complete the disposition of these properties by
early 2001. We have taken a charge to earnings of $18.5 million in the third
quarter of 1999, of which approximately $8.3 million was recorded as a
liability. Additionally, in the third quarter of 1999, we recorded a charge and
liability of $1.3 million relating to the cancellation of certain network
capacity. There were no amounts charged against these liabilities in the year
ended December 31, 1999. There was $2.1 million recorded against these
liabilities during the first quarter of 2000 and $1.0 million charged against
these liabilities during the second quarter of 2000. These charges resulted from
a Western-owned financial institution attaching the collateral held in regard to
a debt-facility between the financial institution and two of the ventures and
due to disposition costs and cancellation of certain network capacity.
In the three and six months ended June 30, 1999, equity in losses recognized
for the abandoned cellular ventures was $0.9 million and $1.7 million
respectively.
We will continue to support those cellular ventures where the allocation of
financial, operational and management resources is consistent with our strategic
plans.
RECENT ACQUISITIONS
In July 2000, the Company entered into an agreement to acquire the assets of
IT INFOART STARS ("InfoArt"), a leading horizontal Russian and English language
portal for approximately $8.3 million in cash. InfoArt provides Internet users
with a wide variety of content from leading Russian news agencies and
publications. InfoArt's unique user format and topical issues such as business,
technology, health and sports have made it one of the top Russian Web sites in
terms of unique users. InfoArt's Web Sites include Stars.ru, a Web catalogue
listing with over 27,000 sites, and 1000Stars.ru, a popular rating index.
In July 2000, the Company entered into an agreement to acquire 60 percent of
OJSC Nursat, one of the largest providers of Internet and telecommunications
services in Kazakhstan for approximately $8.7 million in cash and an issuance of
the Company's common stock in an amount valued at $1.4 million. Nursat provides
dedicated and dial-up Internet access, web-site design and support, e-commerce
solutions and online banking services. Nursat has the only private nationwide
digital network in Kazakhstan with satellite coverage of 23 cities, enabling it
to provide services such as integrated voice and data corporate networks,
private lines and VSAT-based services. For the first quarter of 2000, Nursat's
Internet business featured more than six thousand individual Internet
subscribers and approximately 200 corporate voice customers. Nursat reported
revenues for 1999 totaling $7.9 million.
In July 2000, the Company entered into an agreement to acquire the Agama
family of Russian Web properties for $12.5 million in cash and an issuance of
the Company's common stock in an amount valued at $12.5 million. The Agama
family of Russian Web properties include Aport, Atrus ("@Rus") and Omen. Aport
is a top-rated bilingual Russian search engine. @Rus is a leading online
directory and network of eVortals listing over 35,000 Web sites in both Russian
and English. Omen is among the most popular Russian entertainment portals for
younger audiences.
RESULTS OF OPERATIONS
Golden Telecom, Inc. was formed in June 1999 to be the holding company for
all of GTS's businesses in the Commonwealth of Independent States. The
consolidated financial statements included in this quarterly report have been
prepared as if Golden Telecom, Inc. had been in existence throughout 1999.
In addition, we have included a discussion of EDN Sovintel LLC, our primary
non-consolidated operation, which entity is material to our business. We believe
that this discussion is helpful to develop an understanding of the factors
contributing to our overall financial condition and results of operations.
The discussion of our results of operations is organized as follows:
THREE MONTHS ENDED JUNE 30, 2000 COMPARED TO THREE MONTHS ENDED JUNE 30, 1999
o Consolidated Results. Results of Operations for the Three Months Ended
June 30, 2000 compared to the Results of Operations for the Three Months
Ended June 30, 1999
o Non-Consolidated Results. Results of Non-Consolidated Operations of EDN
Sovintel LLC for the Three Months Ended June 30, 2000 compared to the
Results of Non-Consolidated Operations of EDN Sovintel LLC for the Three
Months Ended June 30, 1999
19
<PAGE> 20
SIX MONTHS ENDED JUNE 30, 2000 COMPARED TO SIX MONTHS ENDED JUNE 30, 1999
o Consolidated Results. Results of Operations for the Six Months Ended
June 30, 2000 compared to the Results of Operations for the Six Months
Ended June 30, 1999
o Non-Consolidated Results. Results of Non-Consolidated Operations of EDN
Sovintel LLC for the Six Months Ended June 30, 2000 compared to the
Results of Non-Consolidated Operations of EDN Sovintel LLC for the Six
Months Ended June 30, 1999
CONSOLIDATED RESULTS -- CONSOLIDATED RESULTS OF OPERATIONS FOR THE THREE MONTHS
ENDED JUNE 30, 2000 COMPARED TO THE CONSOLIDATED RESULTS OF OPERATIONS FOR THE
THREE MONTHS ENDED JUNE 30, 1999
REVENUE
Our revenue increased to $26.9 million for the three months ended June 30,
2000 from $23.2 million for the three months ended June 30, 1999. The breakdown
of revenue by business group was as follows:
<TABLE>
<CAPTION>
CONSOLIDATED REVENUE CONSOLIDATED REVENUE
FOR THE THREE MONTHS FOR THE THREE MONTHS
ENDED JUNE 30, 1999 ENDED JUNE 30, 2000
------------------- -------------------
(IN MILLIONS)
<S> <C> <C>
REVENUE
CLEC services.............. $ 10.1 $ 9.9
Data and Internet services. 6.2 9.6
Long distance services..... 2.7 3.5
Mobile services............ 4.6 4.4
Eliminations............... (0.4) (0.5)
------ ------
TOTAL REVENUE................ $ 23.2 $ 26.9
</TABLE>
CLEC Services. Revenue from CLEC Services decreased by 2% to $9.9 million
for the three months ended June 30, 2000 from $10.1 million for the three months
ended June 30, 1999.
The CLEC Services division of TeleRoss revenue decreased by 18% to $5.9
million for the three months ended June 30, 2000 from $7.2 million for the three
months ended June 30, 1999. This decrease is mainly due to a reduction in
monthly recurring revenue and decreased traffic revenue, largely as a result of
pricing concessions made to its largest customer.
The CLEC Services division of Golden Telecom BTS revenue increased by 38% to
$4.0 million for the three months ended June 30, 2000 from $2.9 million for the
three months ended June 30, 1999. The increase in revenue was mainly due to
increased traffic revenue from end-users and other carriers.
Data and Internet Services. Revenue from Data and Internet Services
increased by 55% to $9.6 million for the three months ended June 30, 2000 from
$6.2 million for the three months ended June 30, 1999. The increase is largely
the result of increases in Internet revenue from both dial-up and dedicated
subscribers. The significant increase in dial-up Internet subscribers and
revenue has been achieved through organic growth and the acquisitions of
Glasnet, Nevalink and Commercial Information Networks (KIS).
Long Distance Services. Revenue from Long Distance Services increased by 30%
to $3.5 million for the three months ended June 30, 2000 from $2.7 million for
the three months ended June 30, 1999. Increases in long distance traffic
exceeded the decreases in tariffs and there were increases in both recurring
monthly fees and equipment revenue.
Mobile Services. Revenue from Mobile Services decreased by 4% to $4.4
million for the three months ended June 30, 2000 from $4.6 million for the three
months ended June 30, 1999. Although there has been a significant increase,
approximately 96%, in the number of active subscribers at Golden Telecom GSM,
pricing competition has limited revenue growth.
20
<PAGE> 21
EXPENSES
The following table shows our principal expenses for the three months ended
June 30, 2000 and June 30, 1999:
<TABLE>
<CAPTION>
CONSOLIDATED EXPENSES CONSOLIDATED EXPENSES
FOR THE THREE MONTHS FOR THE THREE MONTHS
ENDED JUNE 30, 1999 ENDED JUNE 30, 2000
------------------- -------------------
(IN MILLIONS)
<S> <C> <C>
COST OF REVENUE
CLEC services..................... $ 2.9 $ 3.5
Data and Internet services........ 3.7 5.1
Long distance services............ 2.2 2.7
Mobile services................... 1.1 1.0
Eliminations...................... (0.5) (0.5)
------ ------
TOTAL COST OF REVENUE........ 9.4 11.8
Selling, general and administrative. 10.4 10.7
Depreciation and amortization....... 7.1 7.7
Equity in losses of ventures........ 1.6 0.2
Interest income..................... (0.1) (2.6)
Interest expense.................... 0.6 0.7
Foreign currency loss............... 0.1 0.0
Provision for income taxes.......... $ 1.7 $ 0.1
</TABLE>
Cost of Revenue
Our cost of revenue increased by 26% to $11.8 million for the three months
ended June 30, 2000 from $9.4 million for the three months ended June 30, 1999.
CLEC Services. Cost of revenue from CLEC Services increased to $3.5 million,
or 35% of revenue, for the three months ended June 30, 2000 from $2.9 million,
or 29% of revenue, for the three months ended June 30, 1999.
The CLEC Services division of TeleRoss' cost of revenue increased to $1.7
million, or 29% of revenue, for the three months ended June 30, 2000 from $1.6
million, or 22% of revenue, for the three months ended June 30, 1999. 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 was $1.8
million, or 45% of revenue, for the three months ended June 30, 2000 and was
$1.3 million, or 45% of revenue, for the three months ended June 30, 1999. Cost
of revenue as a percentage of revenue remained the same because the reduction in
tariffs in response to competitive pressures matched the decrease in settlement
costs paid to other operators.
Data and Internet Services. Cost of revenue from Data and Internet Services
increased to $5.1 million, or 53% of revenue, for the three months ended June
30, 2000 from $3.7 million, or 60% of revenue, for the three months ended June
30, 1999. The decrease as a percentage of revenue was due to operational
synergies including those achieved from the Glasnet, Nevalink and Commercial
Information Networks (KIS) acquisitions.
Long Distance Services. Cost of revenue from Long Distance Services
increased to $2.7 million, or 77% of revenue, for the three months ended June
30, 2000 from $2.2 million, or 81% of revenue, for the three months ended June
30, 1999. The cost of revenue as a percentage of revenue decreased as revenue
increased, fixed network provisioning costs decreased as a percentage of
revenue.
Mobile Services. Cost of revenue from Mobile Services decreased to $1.0
million, or 23% of revenue, for the three months ended June 30, 2000 from $1.1
million, or 24% of revenue, for the three months ended June 30, 1999. The cost
of revenue decreased in line with the decrease in revenue.
21
<PAGE> 22
Selling, General and Administrative
Our selling, general and administrative expenses increased by 3% to $10.7
million, or 40% of revenue, for the three months ended June 30, 2000 from $10.4
million, or 45% of revenue, for the three months ended June 30, 1999. The
increase is partly due to the increase in revenue related taxes, which increase
as revenue has increased.
Depreciation and Amortization
Our depreciation and amortization expenses increased by 8% to $7.7 million
for the three months ended June 30, 2000 from $7.1 million for the three months
ended June 30, 1999. This increase is due to the continuing capital expenditures
of the consolidated entities and increased goodwill amortization due to
acquisitions.
Equity in Earnings/Losses of Ventures
The losses after interest and tax charges from our investments in
non-consolidated ventures were $0.2 million for the three months ended June 30,
2000, and $1.6 million for the three months ended June 30, 1999. We recognized
earnings at Sovintel of $1.2 million for the three months ended June 30, 2000,
which partially offset our recognized losses at other ventures. In the three
months ended June 30, 1999, our recognized earnings at Sovintel were $0.2
million. There were significant losses at our non-consolidated ventures in the
three months ended June 30, 1999 due to the effects of the August 1998 Russian
financial crisis. The losses attributable to the abandoned ventures for the
three months ended June 30, 1999 were $0.9 million.
Interest Income
Our interest income was $2.6 million for the three months ended June 30,
2000 up from $0.1 million for the three months ended June 30, 1999. The increase
in interest income reflects the interest received on the balance of the cash
from our IPO.
Interest Expense
Our interest expense was $0.7 million for the three months ended June 30,
2000 up from $0.6 million for the three months ended June 30, 1999. The increase
is due to reductions in operating company debt which have been more than offset
by the increase in interest expense attributable to debt owed to GTS and Lucent
Technologies.
Foreign Currency Loss
Our foreign currency loss was negligible for the three months ended June 30,
2000, compared to a $0.1 million loss for the three months ended June 30, 1999.
The low level of loss in each period reflects the level of stability of the
ruble in the periods covered.
Provision for Income Taxes
We had a provision for income taxes of $0.1 million for the three months
ended June 30, 2000 compared to $1.7 million for three months ended June 30,
1999. The decrease was due to the merger of TCM into the TeleRoss operating
company with effect from the beginning of November 1999. The earnings of TCM are
now offset against losses in the other operating divisions with the merged
TeleRoss.
NON-CONSOLIDATED RESULTS -- NON-CONSOLIDATED RESULTS OF OPERATIONS FOR THE THREE
MONTHS ENDED JUNE 30, 2000 COMPARED TO THE NON-CONSOLIDATED RESULTS OF
OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 1999
We use equity method accounting to account for those material ventures where
we exercise significant influence, but do not exercise unilateral operating and
financial control. This section includes a limited discussion of the results of
operations of our principal non-consolidated entity, Sovintel, in which we own a
50% interest.
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<PAGE> 23
SOVINTEL
Revenue
Sovintel's revenue increased by 3% to $23.1 million for the three months
ended June 30, 2000 from $22.5 million, for the three months ended June 30,
1999. Increases in traffic volumes offset reductions in tariffs.
Cost of Revenue
Sovintel's cost of revenue decreased to $12.3 million for the three months
ended June 30, 2000 from $12.7 million for the three months ended June 30, 1999.
The decrease to 53% from 56% of revenue was primarily a result of lower
international and domestic settlement rates paid to other operators. In
particular, the effective rate paid to Russian carriers decreased because their
tariffs are denominated in rubles which has devalued from the end of June 1999
to the end of June 2000.
Selling, General and Administrative
Sovintel's selling, general and administrative expenses and non-income taxes
increased by 2% to $4.2 million, or 18% of revenue, for the three months ended
June 30, 2000 from $4.1 million, or 18% of revenue for the three months ended
June 30, 1999. The slight increase was mainly due to an increase in revenue
related taxes which increased in line with the increase in revenue .
CONSOLIDATED RESULTS -- CONSOLIDATED RESULTS OF OPERATIONS FOR THE SIX MONTHS
ENDED JUNE 30, 2000 COMPARED TO THE CONSOLIDATED RESULTS OF OPERATIONS FOR THE
SIX MONTHS ENDED JUNE 30, 1999
REVENUE
Our revenue increased to $51.2 million for the six months ended June 30,
2000 from $47.4 million for the six months ended June 30, 1999. The breakdown of
revenue by business group was as follows:
<TABLE>
<CAPTION>
CONSOLIDATED REVENUE CONSOLIDATED REVENUE
FOR THE SIX MONTHS FOR THE SIX MONTHS
ENDED JUNE 30, 1999 ENDED JUNE 30, 2000
------------------- -------------------
(IN MILLIONS)
<S> <C> <C>
REVENUE
CLEC services.............. $ 21.8 $ 19.4
Data and Internet services. 12.5 17.7
Long distance services..... 5.6 6.3
Mobile services............ 8.6 8.6
Eliminations............... (1.1) (0.8)
------ ------
TOTAL REVENUE................ $ 47.4 $ 51.2
</TABLE>
CLEC Services. Revenue from CLEC Services decreased by 11% to $19.4 million
for the six months ended June 30, 2000 from $21.8 million for the six months
ended June 30, 1999.
The CLEC Services division of TeleRoss revenue decreased by 22% to $12.1
million for the six months ended June 30, 2000 from $15.5 million for the six
months ended June 30, 1999. This is mainly due to a reduction in monthly
recurring revenue and decreased traffic revenue, largely as a result of pricing
concessions made to its largest customer.
The CLEC Services division of Golden Telecom BTS revenue increased by 16% to
$7.3 million for the six months ended June 30, 2000 from $6.3 million for the
six months ended June 30, 1999. The increase in revenue was due to an increase
in monthly recurring revenue and increases in traffic revenue from end-user
customers and carriers.
23
<PAGE> 24
Data and Internet Services. Revenue from Data and Internet Services
increased by 42% to $17.7 million for the six months ended June 30, 2000 from
$12.5 million for the six months ended June 30, 1999. The increase is largely
the result of increases in Internet revenue from both dial-up and dedicated
subscribers. The increase in dial-up Internet subscribers has been achieved
through organic growth and the acquisition of Glasnet, Nevalink and Commercial
Information Networks (KIS).
Long Distance Services. Revenue from Long Distance Services increased by 13%
to $6.3 million for the six months ended June 30, 2000 from $5.6 million for the
six months ended June 30, 1999. Increases in long distance traffic exceeded the
decreases in tariffs and there were increases in both recurring monthly fees and
equipment revenue.
Mobile Services. Revenue from Mobile Services remained level at $8.6 million
for the six months ended June 30, 2000 and for the six months ended June 30,
1999. Although there has been a significant increase, approximately 96%, in the
number of active subscribers at Golden Telecom GSM, pricing competition has
limited revenue growth.
EXPENSES
The following table shows our principal expenses for the six months ended
June 30, 2000 and June 30, 1999:
<TABLE>
<CAPTION>
CONSOLIDATED EXPENSES CONSOLIDATED EXPENSES
FOR THE SIX MONTHS FOR THE SIX MONTHS
ENDED JUNE 30, 1999 ENDED JUNE 30, 2000
------------------- -------------------
(IN MILLIONS)
<S> <C> <C>
COST OF REVENUE
CLEC services..................... $ 6.3 $ 6.6
Data and Internet services........ 7.4 9.1
Long distance services............ 3.9 5.1
Mobile services................... 2.1 2.1
Eliminations...................... (1.0) (0.8)
------ ------
TOTAL COST OF REVENUE........ 18.7 22.1
Selling, general and administrative. 19.1 21.0
Depreciation and amortization....... 13.9 14.9
Equity in losses of ventures........ 5.2 1.1
Interest income..................... (0.9) (4.9)
Interest expense.................... 1.2 1.4
Foreign currency loss............... 0.9 0.4
Other non-operating expense......... 0.0 0.1
Provision for income taxes.......... $ 4.3 $ 0.1
</TABLE>
Cost of Revenue
Our cost of revenue increased to $22.1 million for the six months ended June
30, 2000 from $18.7 million for the six months ended June 30, 1999.
CLEC Services. Cost of revenue from CLEC Services increased to $6.6 million,
or 34% of revenue, for the six months ended June 30, 2000 from $6.3 million, or
29% of revenue, for the six months ended June 30, 1999.
The CLEC Services division of TeleRoss' cost of revenue decreased to $3.3
million, or 27% of revenue, for the six months ended June 30, 2000 from $3.5
million, or 23% of revenue, for the six months ended June 30, 1999. 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 increased
to $3.3 million, or 45% of revenue, for the six months ended June 30, 2000 and
was $2.8 million, or 44% of revenue, for the six months ended June 30, 1999.
Cost of revenue as a percentage of revenue remained broadly the same because the
reduction in tariffs in response to competitive pressures matched the decrease
in settlement costs paid to other operators.
24
<PAGE> 25
Data and Internet Services. Cost of revenue from Data and Internet Services
increased to $9.1 million, or 51% of revenue, for the six months ended June 30,
2000 from $7.4 million, or 59% of revenue, for the six months ended June 30,
1999. The decrease as a percentage of revenue was due to the operational
synergies achieved from the Glasnet, Nevalink and KIS acquisitions, together
with other operating efficiencies.
Long Distance Services. Cost of revenue from Long Distance Services
increased to $5.1 million, or 81% of revenue, for the six months ended June 30,
2000 from $3.9 million, or 70% of revenue, for the six months ended June 30,
1999. The cost of revenue as a percentage of revenue increased as settlement
rates paid to the other carriers did not reduce as quickly as our long-distance
tariffs.
Mobile Services. Cost of revenue from Mobile Services remained at $2.1
million, or 24% of revenue, for the six months ended June 30, 2000 and for the
six months ended June 30, 1999.
Selling, General and Administrative
Our selling, general and administrative expenses increased by 10% to $21.0
million, or 41% of revenue, for the six months ended June 30, 2000 from $19.1
million, or 40% of revenue, for the six months ended June 30, 1999. The increase
is mainly due to a one-time adjustment in non-profits taxes recorded in the
first quarter of 1999.
Depreciation and Amortization
Our depreciation and amortization expenses increased by 7% to $14.9 million
for the six months ended June 30, 2000 from $13.9 million for the six months
ended June 30, 1999. This increase is due to the continuing capital expenditures
of the consolidated entities and increased goodwill amortization due to
acquisitions.
Equity in Earnings/Losses of Ventures
The losses after interest and tax charges from our investments in
non-consolidated ventures were $1.1 million for the six months ended June 30,
2000, and $5.2 million for the six months ended June 30, 1999. We recognized
earnings at Sovintel of $2.2 million for the six months ended June 30, 2000,
which partially offset our recognized losses at other ventures. In the six
months ended June 30, 1999, our recognized earnings at Sovintel were $0.7
million. There were significant losses at our non-consolidated ventures in the
six months ended June 30, 1999 due to the effects of the August 1998 Russian
financial crisis. The losses attributable to the abandoned ventures for the six
months ended June 30, 1999 were $1.7 million.
Interest Income
Our interest income was $4.9 million for the six months ended June 30, 2000
up from $0.9 million for the six months ended June 30, 1999. The increase in
interest income reflects the interest received on the balance of the cash from
our IPO.
Interest Expense
Our interest expense was $1.4 million for the six months ended June 30,
2000 up from $1.2 million for the six months ended June 30, 1999. The increase
is due to reductions in operating company debt which have been more than offset
by the increase in interest expense attributable to debt owed to GTS and Lucent
Technologies.
Foreign Currency Loss
Our foreign currency loss was $0.4 million for the six months ended June 30,
2000, compared to a $0.9 million loss for the six months ended June 30, 1999.
This decreased loss reflects the relative stability of the ruble exchange rate.
Other Non-operating Expense
Our other non-operating expense was $0.1 million for the six months ended
June 30, 2000 due to losses on certain fixed assets disposals by our operating
companies. No other non-operating expense was recorded in the six months ended
June 30, 1999.
25
<PAGE> 26
Provision for Income Taxes
We had a provision for income taxes of $0.1 million for the six months ended
June 30, 2000, compared to $4.3 million for six months ended June 30, 1999. The
decrease was due to the merger of TCM into the TeleRoss operating company with
effect from the beginning of November 1999. The earnings of TCM are now offset
against losses in the other operating divisions with the merged TeleRoss.
NON-CONSOLIDATED RESULTS -- NON-CONSOLIDATED RESULTS OF OPERATIONS FOR THE SIX
MONTHS ENDED JUNE 30, 2000 COMPARED TO THE NON-CONSOLIDATED RESULTS OF
OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 1999
We use equity method accounting to account for those material ventures where
we exercise significant influence, but do not exercise unilateral operating and
financial control. This section includes 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 1% to $45.3 million for the six months ended
June 30, 2000 from $45.0 million, for the six months ended June 30, 1999.
Increases in traffic volumes offset reductions in tariffs.
Cost of Revenue
Sovintel's cost of revenue decreased to $24.0 million for the six months
ended June 30, 2000 from $26.2 million for the six months ended June 30, 1999.
The decrease to 53% from 58% of revenue was primarily a result of lower
international and domestic settlement rates paid to other operators. In
particular, the effective rate paid to Russian carriers decreased because their
tariffs are denominated in rubles which has devalued from the end of June 1999
to the end of June 2000.
Selling, General and Administrative
Sovintel's selling, general and administrative expenses and non-income taxes
decreased by 1% to $8.2 million, or 18% of revenue, for the six months ended
June 30, 2000 from $8.3 million, or 18% of revenue for the six months ended June
30, 1999. The decrease was largely due to lower employee related expenses
partially offset by increases in other taxes.
LIQUIDITY AND CAPITAL RESOURCES
Our cash and cash equivalents were $154.1 million and $162.7 million as of
June 30, 2000 and December 31, 1999, respectively. Our restricted cash was $14.8
million and $20.3 million as of June 30, 2000 and December 31, 1999,
respectively. The restricted cash is maintained in connection with certain of
our debt obligations as described below.
During the six months ended June 30, 2000, we had net cash inflows of $10.4
million from our operating activities. During the six months ended June 30,
1999, we had cash outflows of $3.3 million from our operating activities. This
increase in net cash inflows from operating activities at June 30, 2000 is
largely due to the reduction in net loss. We used cash of $(15.1) million and
$(6.9) million for investing activities, which were principally attributable to
building our telecommunications networks and acquisitions, for the six months
ended June 30, 2000 and 1999, respectively.
We had working capital of $128.5 million as of June 30, 2000 and $132.5
million as of December 31, 1999. At June 30, 2000, we had total debt of
approximately $24.1 million, of which $4.7 million were current maturities. At
December 31, 1999, we had total debt of approximately $28.0 million, of which
$4.1 million were current maturities. Total debt includes amounts that are fully
collateralized by restricted cash. At June 30, 2000 and December 31, 1999, $11.0
million of our long-term debt, including the current portion, was at fixed
rates.
26
<PAGE> 27
In order for us to compete successfully, we will 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 our acquisition and business development initiatives. The net
proceeds from our IPO and our private placement 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.
Certain of our operating companies have received direct debt financing
through loans from affiliated companies. In addition, since September 1997,
certain of our operating companies have borrowed funds under a $30.0 million
back-to-back, three-year, revolving credit facility from a Western-owned bank
licensed to operate in Russia. Under this facility, we provide full cash
collateral, recorded on our balance sheet as restricted cash, for onshore loans
made by the bank to our Russian-registered ventures. We are in the process of
refinancing this facility with the same bank. The structure of the new facility
will be substantially the same as the current, but with a maximum repayment term
of seven years. Six of our mobile ventures have already entered into the new
facility and the remaining subsidiaries will complete the refinancing during the
third quarter. The funding level as of June 30, 2000 totaled $13.8 million, of
which $4.0 million was funded to our consolidated subsidiaries, $7.8 million was
funded to our affiliates and $2.0 million assumed from our non-consolidated
abandoned cellular properties.
In the first quarter of 2000, we entered into a lease for fiber capacity,
including facilities and maintenance, from Moscow to Stockholm. The lease has an
initial term of ten years with an option to renew for an additional five years.
A prepayment was made to the lessor in April 2000. The prepayment has been
offset against the lease obligation in the financial statements of the Company.
We expect our current sources of funding, including the net proceeds from
our IPO and the related investments, to finance our capital requirements for the
next 12 to 18 months, except in the cases where we make especially large or
numerous acquisitions. Any large acquisitions may require us to raise additional
funds through a dilutive equity issuance. The actual amount and timing of our
future capital requirements may differ materially from our current estimates
because of changes and fluctuations in our anticipated acquisitions,
investments, revenue, operating costs and network expansion plans and access to
alternative sources of financing on favorable terms. However, we may not be able
to obtain additional financing on favorable terms. As a result, we may be
subject to additional or more restrictive financial covenants, our interest
obligations may increase significantly and our shareholders may be adversely
diluted. Our failure to generate sufficient funds in the future, whether from
operations or by raising additional debt or equity capital, may require us to
delay or abandon some or all of our anticipated expenditures, to sell assets, or
both, which could have a material adverse effect on our operations.
In July 2000, the Company committed to the following acquisitions which
will require approximately $30 million in cash. The Company entered into an
agreement to acquire the assets of IT INFOART STARS ("InfoArt"), a leading
horizontal Russian and English language portal for approximately $8.3 million in
cash. InfoArt provides Internet users with a wide variety of content from
leading Russian news agencies and publications. InfoArt's unique user format
and topical issues such as business, technology, health and sports have made
it one of the top Russian Web sites in terms of unique users. InfoArt's Web
Sites include Stars.ru, a Web catalogue listing with over 27,000 sites, and
1000Stars.ru, a popular rating index.
In July 2000, the Company entered into an agreement to acquire 60 percent of
OJSC Nursat, one of the largest providers of Internet and telecommunications
services in Kazakhstan for approximately $8.7 million in cash and an issuance of
the Company's common stock in an amount valued at $1.4 million. Nursat provides
dedicated and dial-up Internet access, web-site design and support, e-commerce
solutions and online banking services. Nursat has the only private nationwide
digital network in Kazakhstan with satellite coverage of 23 cities, enabling it
to provide services such as integrated voice and data corporate networks,
private lines and VSAT-based services. For the first quarter of 2000, Nursat's
Internet business featured more than six thousand individual Internet
subscribers and approximately 200 corporate voice customers. Nursat reported
revenues for 1999 totaling $7.9 million.
In July 2000, the Company entered into an agreement to acquire the Agama
family of Russian Web properties for $12.5 million in cash and an issuance of
the Company's common stock in an amount valued at $12.5 million. The Agama
family of Russian Web properties include Aport, Atrus ("@Rus") and Omen. Aport
is a top-rated bilingual Russian search engine. @Rus is a leading online
directory and network of eVortals listing over 35,000 Web sites in both Russian
and English. Omen is among the most popular Russian entertainment portals for
younger audiences.
We cannot assure you that our operations will achieve or sustain
profitability or positive cash flow in the future. If we cannot achieve and
sustain operating profitability or positive cash flow from operations, we may
not be able to meet our debt service obligations or working capital
requirements, and the value of our shares of common stock may decline.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There were no significant changes since December 31, 1999.
27
<PAGE> 28
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On May 17, 2000, 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 31, 2000. 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 2001. Three additional
proposals were submitted to shareholder for approval and were approved. The
votes cast on each such proposal were as follows:
(1) Approval of an amendment to the Company's Certificate of Incorporation
for the increase in the Company's authorized Common Stock from 50 million to 100
million shares and to authorize 10 million shares of preferred stock - FOR
20,813,068 shares; AGAINST 374,250 shares; ABSTAIN 600 shares
(2) Approval of the Company's Equity Participation Plan - FOR 20,986,468
shares; AGAINST 200,850; ABSTAIN 600 shares
(3) Ratification of selection of Ernst & Young (CIS) Limited as the
Company's independent auditors for 2000 - FOR 22,377,686 shares; AGAINST 50
shares; ABSTAIN 420 shares
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a.) Exhibits
DESIGNATION DESCRIPTION
----------- -----------
27 Financial Data Schedule
b) Reports on Form 8-K
No such reports were filed in the second quarter of 2000.
28
<PAGE> 29
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
GOLDEN TELECOM, INC.
(Registrant)
By:/s/ DAVID J. WISHER
----------------------------------
Name: David J. Wisher
Title: Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)
Date: August 3, 2000
29
<PAGE> 30
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------ -----------
27 Financial Data Schedule
