<PAGE> 1
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 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, KRASNOKAZARMENNAYA STREET
MOSCOW, RUSSIA 111250
(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 May 10, 2000, there were 24,080,125 outstanding shares of common stock
of the registrant.
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
PART I. FINANCIAL INFORMATION ----
<S> <C> <C> <C>
Item 1(a) Financial Statements of Golden Telecom, Inc. (unaudited)................. 3
Consolidated Balance Sheets as of December 31, 1999 and March 31,
2000..................................................................... 3
Consolidated Statements of Operations for the Three Months Ended
March 31, 1999 and 2000.................................................. 4
Consolidated Statements of Cash Flows for the Three Months Ended
March 31, 1999 and 2000.................................................. 5
Notes to Consolidated Financial Statements............................... 6
Item 1(b) Financial Statements of EDN Sovintel LLC (unaudited)..................... 11
Balance Sheets as of December 31, 1999 and March 31, 2000................ 11
Statements of Income for the Three Ended March 31, 1999 and 2000......... 12
Statements of Cash Flows for the Three Months Ended March 31, 1999
and 2000................................................................. 13
Notes to Financial Statements............................................ 14
Item 2 Management's Discussion and Analysis of Financial Condition and
Results of Operations *.................................................. 16
PART II. OTHER INFORMATION 24
Item 6 Exhibits and Reports on Form 8-K ........................................ 24
Signatures .......................................................................... 25
</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, MARCH 31,
1999 2000
--------- ---------
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents ............................................ $ 162,722 $ 158,098
Accounts receivable, net ............................................. 10,961 12,904
Prepaid expenses ..................................................... 2,666 2,830
Other assets ......................................................... 5,252 4,974
--------- ---------
TOTAL CURRENT ASSETS ................................................... 181,601 178,806
Property and equipment, net of accumulated depreciation of $29,289 and
$31,809 at December 31, 1999 and March 31, 2000, respectively ........ 62,176 68,663
Investments in and advances to ventures ................................ 45,196 43,853
Goodwill and intangible assets, net of accumulated
amortization of $33,737 and $38,255 at December 31, 1999
and March 31, 2000, respectively ..................................... 53,467 52,986
Restricted cash and other non-current assets ........................... 24,184 18,889
--------- ---------
TOTAL ASSETS ........................................................... $ 366,624 $ 363,197
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses ................................ $ 35,022 $ 32,967
Debt maturing within one year ........................................ 4,148 4,021
Current portion capital lease obligation ............................. -- 5,561
Due to affiliates .................................................... 6,563 7,088
Other current liabilities ............................................ 3,392 3,399
--------- ---------
TOTAL CURRENT LIABILITIES .............................................. 49,125 53,036
Long-term debt, less current portion ................................... 17,631 13,421
Related party long-term debt ........................................... 6,250 6,250
Taxes and other non-current liabilities ................................ 2,250 2,000
--------- ---------
TOTAL LIABILITIES ...................................................... 75,256 74,707
Minority interest ...................................................... 2,816 2,816
SHAREHOLDERS' EQUITY
Common stock, $ 0.01 par value (50,000,000 shares authorized;
24,050,125 and 24,080,125 shares issued and outstanding at December
31, 1999 and March 31, 2000 respectively) .......................... 241 241
Additional paid-in capital ........................................... 407,863 408,319
Accumulated deficit .................................................. (119,552) (122,886)
--------- ---------
TOTAL SHAREHOLDERS' EQUITY ............................................. 288,552 285,674
--------- ---------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY ............................. $ 366,624 $ 363,197
========= =========
</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 MARCH 31,
----------------------------
1999 2000
-------- --------
<S> <C> <C>
REVENUE
Telecommunication services ............... $ 20,219 $ 21,161
Revenue from affiliates .................. 3,207 2,256
Equipment sales .......................... 759 892
-------- --------
TOTAL REVENUE .............................. 24,185 24,309
OPERATING COSTS AND EXPENSES
Cost of revenue
Access and network services ........... 8,640 9,604
Equipment sales ....................... 686 690
Selling, general and administrative ...... 8,638 10,254
Depreciation and amortization ............ 6,805 7,228
-------- --------
TOTAL OPERATING EXPENSES ................... 24,769 27,776
-------- --------
LOSS FROM OPERATIONS ....................... (584) (3,467)
OTHER INCOME (EXPENSE)
Equity in losses of ventures ............. (3,570) (911)
Interest income .......................... 759 2,286
Interest expense ......................... (580) (738)
Foreign currency losses .................. (742) (343)
Minority interest ........................ (459) --
Other non-operating expense .............. -- (148)
-------- --------
TOTAL OTHER INCOME (EXPENSES) .............. (4,592) 146
-------- --------
Net loss before income taxes ............... (5,176) (3,321)
Income taxes ............................... 2,600 13
-------- --------
NET LOSS ................................... $ (7,776) $ (3,334)
======== ========
Net loss per share ......................... $ (0.73) $ (0.14)
======== ========
Weighted average common shares outstanding . 10,600 24,060
======== ========
</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>
THREE MONTHS ENDED MARCH 31,
----------------------------
1999 2000
---------- ----------
<S> <C> <C>
OPERATING ACTIVITIES
Net loss ....................................................... $ (7,776) $ (3,334)
Adjustments to Reconcile Net Loss to Net Cash (Used in)Provided by
Operating Activities:
Depreciation ................................................... 2,802 3,300
Amortization ................................................... 4,003 3,928
Equity in losses of ventures, net of dividends received ........ 3,570 911
Minority interest .............................................. 459 --
Foreign currency losses ........................................ 742 343
Other .......................................................... (421) 566
Changes in assets and liabilities:
Accounts receivable ......................................... (2,672) (2,227)
Accounts payable and accrued expenses ....................... (2,662) 1,488
Other changes in assets and liabilities ..................... 1,326 (2,009)
---------- ----------
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES .............. (629) 2,966
INVESTING ACTIVITIES
Purchases of property and equipment and intangible assets ...... (3,066) (6,377)
Acquisitions, net of cash acquired ............................. -- (1,226)
Restricted cash ................................................ 750 3,650
Other investing ................................................ (2,137) 746
---------- ----------
NET CASH USED IN INVESTING ACTIVITIES ............................ (4,453) (3,207)
FINANCING ACTIVITIES
Proceeds from debt ............................................. 1,229 23
Repayments of debt ............................................. (230) (4,280)
Net proceeds from shareholder .................................. 5,527 32
---------- ----------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES .............. 6,526 (4,225)
Effect of exchange rate changes on cash and cash equivalents ..... (278) (158)
---------- ----------
Net increase (decrease) in cash and cash equivalents ............. 1,166 (4,624)
Cash and cash equivalents at beginning of period ................. 14,164 162,722
---------- ----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD ....................... $ 15,330 $ 158,098
========== ==========
</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 Group, 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 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 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 financial
statements give effect to the reorganization as if it were a pooling of
interests and 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 for interim
financial reporting and Securities and Exchange Commission regulations. Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles 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 months ended March 31, 2000 may not be indicative of
the operating results for the full year.
The Company maintains, where appropriate, its records and prepares its
financial statements in Russian rubles or Ukrainian hryvna in accordance with
the requirements of Russian or Ukrainian accounting and tax legislation. The
accompanying financial statements differ from the financial statements used for
statutory purposes in Russia and Ukraine in that they reflect certain
adjustments, not recorded on the Company's statutory books, which are
appropriate to present the financial position, results of operations and cash
flows in accordance with generally accepted accounting principles in the United
States of America ("US GAAP"). The principal adjustments are related to certain
accrued revenue and expenses, foreign currency translation, deferred taxation,
and depreciation and valuation of property and equipment. The preparation of
financial statements, in conformity with US GAAP, requires management to make
estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from those
estimates.
Business Environment
All of the Company's operating entities operate within the CIS. A high
level of political, financial and economic instability exists within the CIS. As
a result of the financial crisis in Russia that began in August 1998, financial
markets throughout the CIS were subject to significant downward adjustments. The
Russian national currency was severely devalued during the crisis and has only
recently entered into a phase of relatively controlled and graduated
devaluation. The Russian banking system suffered significant liquidity problems,
and several large Russian banking institutions ceased operations and/or
experienced significant losses. The Russian government defaulted on, and
announced a restructuring of, its internal debt due to a lack of funds and
continues to negotiate forgiveness and/or restructuring of its external debt.
Difficulties with the collection of budgeted tax revenues and fulfillment of the
significant pension and wages arrearages to individuals in many regions and
constituencies of the Russian Federation continued throughout 1999 and may have
only recently abated, owing primarily to increases in world energy prices. Any
dramatic decline in world energy prices is likely to cause a reoccurrence of the
social and economic problems associated with budgetary shortfalls in Russia. The
financial crisis was further exacerbated by continuing political uncertainties
over the development, and application, of
6
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GOLDEN TELECOM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(UNAUDITED)
existing and future legislation, tax regulations, and economic programs
supported by the majority of international political institutions and funding
agencies. Although these matters continue to have a lingering negative impact on
the financial position and results of operations of the Company, several
positive developments have recently occurred. These developments include the
election of a Duma, the lower house of the Russian parliament, decidedly more
progressive than its predecessor in December 1999, the resignation of former
President Boris Yeltsin on December 31, 1999, and the election in March 2000 of
former Prime Minister Vladimir Putin to the presidency. These political events
are evidence of the continued development of democratic and constitutional
procedures in Russia and have led to increased and relative political stability.
In addition, the massive technical breakdowns and disruptions predicted by many
upon the occurrence of the year 2000 failed to materialize throughout the CIS.
2. POLICIES AND PROCEDURES
For the three months ended March 31, 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 weighted average common shares outstanding of the Company. The
10,600,000 common shares issued in connection with the formation of the Company
are considered to be outstanding for all periods prior to 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
In accordance with the subscription agreement filed with the SEC at the
time of our Initial Public Offering ("IPO"), an additional 30,000 shares of the
Company's common stock 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. On September 30, 1999, the Company issued 420,000 shares of
common stock to this affiliate as partial consideration for their ownership
interest in Golden Telecom Ukraine.
4. OTHER TRANSACTIONS
Investment Transactions
In February 2000, Golden Telecom Ukraine acquired 99% of Sovam Teleport
Ukraine, including a 51% interest previously held by third parties. Sovam
Teleport Ukraine is a provider of data and Internet services to Ukraine-based
businesses.
In March 2000, the Company acquired the assets of Referat.ru and Absolute
Games, two leading vertical portals in the education and computer gaming
categories of the Russian Internet.
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.
7
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GOLDEN TELECOM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(UNAUDITED)
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 March 31, 2000
and December 31, 1999, the company had $7.5 million and $9.6 million,
respectively, for the accrual of costs not yet incurred.
5. CONTINGENCIES
Tax Matters
The taxation system within the various countries of the CIS ("CIS Taxes")
is evolving as the respective governments transform from command to market
oriented economies. The various CIS governments have introduced and continue to
introduce new tax laws and related regulations. These laws and regulations are
not always clearly written and their interpretation is subject to the opinions
of the local tax inspectors, officials in Ministry of Finance and other
governmental bodies. Instances of inconsistent opinions between local, regional
and federal tax authorities and between the Ministry of Finance and other
governmental bodies are not unusual.
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
CIS Taxes, the Company's final CIS Taxes may be in excess of the estimated
amount expensed to date and accrued at March 31, 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.
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 Commonwealth of Independent States; Data and Internet
Services using our fiber optic network, and Mobile Services consisting of
cellular networks in Russia and Ukraine on a subscription and prepaid basis. 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-month periods ended March 31, 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.
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
LONG INTERNET MOBILE CORPORATE & SEGMENT CONSOLIDATED METHOD AFFILIATE
CLEC DISTANCE SERVICES SERVICES ELIMINATIONS TOTAL RESULTS VENTURES ADJUSTMENTS
-------- -------- -------- -------- ------------ -------- ------------ -------- -----------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
THREE MONTHS ENDED MARCH 31, 1999
Revenue .................. $ 32,254 $ 2,941 $ 6,338 $ 8,222 $ (2,381) $ 47,374 $ 24,185 $(27,299) $ 4,110
Operating income (loss)... 8,640 (1,374) (61) (2,935) (3,741) 529 (584) (1,230) 117
Identifiable assets ...... 125,030 28,232 14,988 80,259 112,489 360,998 232,324 (128,674) --
Capital expenditures ..... 3,226 960 625 4,372 862 10,045 5,398 (4,647) --
</TABLE>
<TABLE>
<CAPTION>
ADJUSTMENTS TO RECONCILE
BUSINESS SEGMENT TO
CONSOLIDATED RESULTS
------------------------
DATA & BUSINESS EQUITY
LONG INTERNET MOBILE CORPORATE & SEGMENT CONSOLIDATED METHOD AFFILIATE
CLEC DISTANCE SERVICES SERVICES ELIMINATIONS TOTAL RESULTS VENTURES ADJUSTMENTS
-------- -------- -------- -------- ------------ -------- ------------ -------- -----------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
THREE MONTHS ENDED MARCH 31, 2000
Revenue .................. $ 29,601 $ 2,890 $ 8,502 $ 7,816 $ (1,492) $ 47,317 $ 24,309 $ (27,030) $ 4,022
Operating income (loss)... 8,834 (1,600) 226 (1,489) (6,607) (636) (3,467) (3,178) 347
Identifiable assets ...... 113,535 21,828 28,608 53,753 258,384 476,108 363,197 (112,911) --
Capital expenditures ..... 4,689 1,111 6,309 1,812 374 14,295 11,710 (2,585) --
</TABLE>
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-month periods ended March 31, 1999
and 2000.
<TABLE>
<CAPTION>
CORPORATE & CONSOLIDATED
RUSSIA UKRAINE ELIMINATIONS RESULTS
-------- -------- ------------ ------------
<S> <C> <C> <C> <C>
THREE MONTHS ENDED MARCH 31, 1999
Revenue ....................... $ 17,041 $ 7,144 $ -- $ 24,185
Long-lived assets ............. 127,044 33,815 5,066 165,925
</TABLE>
<TABLE>
<CAPTION>
CORPORATE & CONSOLIDATED
RUSSIA UKRAINE ELIMINATIONS RESULTS
-------- -------- ------------ ------------
<S> <C> <C> <C> <C>
THREE MONTHS ENDED MARCH 31, 2000
Revenue ....................... $ 16,803 $ 7,628 $ (122) $ 24,309
Long-lived assets ............. 130,035 36,799 2,821 169,655
</TABLE>
9
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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 March 31,
1999 and 2000.
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31, 1999 MARCH 31, 2000
- ------------------ -------------- --------------
(IN THOUSANDS)
<S> <C> <C>
Revenue.................. $22,484 $22,226
Gross margin............. 8,946 10,505
Income from operations... 2,894 4,410
Net income............... 988 2,101
</TABLE>
8. DEBT AND CAPITAL LEASE OBLIGATIONS
Since September 1997, certain of the Company's operating companies 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 repayment over seven
years.
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. An advance of $5.6 million was made to the lessor in April 2000.
9. SUPPLEMENTAL CASH FLOW INFORMATION
The following table summarizes significant non-cash investing and financing
activities for the Company:
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31, 1999 MARCH 31, 2000
------------------ -------------- --------------
(IN THOUSANDS)
<S> <C> <C>
Capitalization of leases .............................. $-- $5,561
Issuance of common stock to affiliate of ING Barings... -- 360
Business acquisitions ................................. -- 500
</TABLE>
10. SUBSEQUENT EVENTS
In April 2000, the Company acquired Fintek, a prominent Moscow-based Web
design studio, which provides a full range of Web design services, including
e-commerce consulting, database development, and bulletin design using the
industry's most advanced technologies such as Flash 4 animation.
In April 2000, the Company acquired 51% of Commercial Information Networks
(KIS), the largest Internet service provider in Nizhny Novgorod.
10
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ITEM 1(b). UNAUDITED FINANCIAL STATEMENTS OF EDN SOVINTEL LLC.
EDN SOVINTEL LLC
BALANCE SHEETS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
DECEMBER 31, MARCH 31,
1999 2000
------------ ---------
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash ....................................................................... $ 2,644 $ 4,149
Accounts receivable, net of allowance for doubtful accounts of $3,364 and
$3,133, respectively ...................................................... 16,868 16,589
Due from affiliated companies .............................................. 645 751
Inventories ................................................................ 1,095 1,151
VAT receivable, net ........................................................ 2,547 1,811
Prepaid expenses and other current assets .................................. 1,764 2,411
------- -------
TOTAL CURRENT ASSETS ......................................................... 25,563 26,862
Property and equipment, net of accumulated depreciation of $27,561
and $29,528 at December 31, 1999 and March 31, 2000 .......................... 50,477 50,503
Deferred expenses ............................................................ 675 641
Other noncurrent assets ...................................................... 909 --
------- -------
TOTAL ASSETS ................................................................. $77,624 $78,006
======= =======
LIABILITIES AND MEMBERS' EQUITY
CURRENT LIABILITIES
Trade payables ............................................................. $ 8,963 $ 7,252
Accrued expenses ........................................................... 3,237 3,373
Due to affiliated companies ................................................ 3,692 3,617
Amount due to partner in commercial arrangement ............................ 929 862
Short-term loan ............................................................ 3,052 3,052
Deferred income taxes ...................................................... 686 686
------- -------
TOTAL LIABILITIES ............................................................ 20,559 18,841
MEMBERS' EQUITY .............................................................. 57,065 59,165
------- -------
TOTAL LIABILITIES AND MEMBERS' EQUITY ........................................ $77,624 $78,006
======= =======
</TABLE>
The accompanying notes are an integral part of these financial statements.
11
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EDN SOVINTEL LLC
STATEMENTS OF INCOME
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31,
-------------------------------
1999 2000
-------- --------
<S> <C> <C>
REVENUES
Telecommunication services ...................... $ 22,022 $ 21,974
Equipment sales and other revenue ............... 462 252
-------- --------
................................................. 22,484 22,226
OPERATING COSTS AND EXPENSES
Cost of revenue
Service costs ................................. 13,238 11,507
Equipment costs and other cost of revenue...... 300 214
Selling, general and administrative ............ 4,193 4,081
Depreciation and amortization .................. 1,859 2,014
-------- --------
TOTAL OPERATING COSTS AND EXPENSES .............. 19,590 17,816
-------- --------
INCOME FROM OPERATIONS .......................... 2,894 4,410
OTHER INCOME (EXPENSE)
Interest income ................................ 25 34
Interest expense ............................... (87) (90)
Foreign currency losses ........................ (899) (157)
-------- --------
TOTAL OTHER INCOME (EXPENSE) .................... (242) (213)
-------- --------
Net income before taxes ......................... 1,933 4,197
Income taxes .................................... 945 2,096
-------- --------
NET INCOME ...................................... $ 988 $ 2,101
======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
12
<PAGE> 13
EDN SOVINTEL LLC
STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31,
----------------------------
1999 2000
------- -------
<S> <C> <C>
OPERATING ACTIVITIES
Net income ....................................................... $ 988 $ 2,101
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization .................................. 1,859 2,014
Provision for doubtful accounts ................................ 335 423
Foreign exchange loss .......................................... 899 157
Changes in operating assets and liabilities:
Accounts receivable ............................................ (1,125) (190)
Inventories .................................................... 422 (56)
Prepaid expenses and other assets .............................. 411 277
VAT receivable, net ............................................ (2,304) 458
Trade payables ................................................. 1,027 (2,019)
Accrued liabilities and other payables ......................... 59 586
Taxes accrued or payable ....................................... 386 348
Decrease in amounts due to affiliated companies, net ........... (3,256) (396)
------- -------
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES .............. (299) 3,703
INVESTING ACTIVITIES
Purchases of property and equipment ............................ (1,951) (2,006)
------- -------
NET CASH USED IN INVESTING ACTIVITIES ............................ (1,951) (2,006)
FINANCING ACTIVITIES
Payment to partner in commercial arrangement ................... -- (67)
------- -------
NET CASH USED IN FINANCING ACTIVITIES ............................ -- (67)
Effect of exchange rate changes on cash .......................... (747) (125)
------- -------
Net (decrease) increase in cash .................................. (2,997) 1,505
Cash at beginning of period ...................................... 5,116 2,644
------- -------
CASH AT END OF PERIOD ............................................ $ 2,119 $ 4,149
======= =======
</TABLE>
The accompanying notes are an integral part of these financial statements.
13
<PAGE> 14
EDN SOVINTEL LLC
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
1. FINANCIAL PRESENTATION AND DISCLOSURES
EDN Sovintel LLC (the "Company") was created in August 1990 to design,
construct, and operate a telecommunications network in Moscow and later 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. Telecommunications services are subject to local licensing. The
Company's operates under a license issued by the Ministry of Communication,
including a license authorizing the Company to provide local, interzonal,
intercity and international telephone services, which license expires March 17,
2008. The Company received a license for leased lines on January 15, 1999 valid
till September 20, 2001. The Company began operating in December 1991, providing
services under contracts generally denominated in US dollars.
The Company initially registered as a Soviet-American joint venture. The
venture re-registered as a Russian limited liability partnership in November
1992 and further reregistered as a limited liability company (LLC) in December
1998. The Company is 50% owned by Open Joint Stock Company "Rostelecom", a
domestic and international long distance carrier which is controlled by a joint
stock holding company, Svyazinvest, which is, in turn, majority owned by the
Russian government, and 50% owned by Sovinet, a Delaware corporation, which is a
wholly owned subsidiary of Golden Telecom, Inc. ("GTI").
A high level of political, financial and economic instability exists within
the CIS. As a result of the financial crisis in Russia that began in August
1998, financial markets throughout the CIS were subject to significant downward
adjustments. The Russian national currency was severely devalued during the
crisis and has only recently entered into a phase of relatively controlled and
graduated devaluation. The Russian banking system suffered significant liquidity
problems, and several large Russian banking institutions ceased operations
and/or experienced significant losses. The Russian government defaulted on, and
announced a restructuring of, its internal debt due to a lack of funds and
continues to negotiate forgiveness and/or restructuring of its external debt.
Difficulties with the collection of budgeted tax revenues and fulfillment of the
significant pension and wages arrearages to individuals in many regions and
constituencies of the Russian Federation continued throughout 1999 and may have
only recently abated, owing primarily to increases in world energy prices. Any
dramatic decline in world energy prices is likely to cause a reoccurrence of the
social and economic problems associated with budgetary shortfalls in Russia. The
financial crisis was further exacerbated by continuing political uncertainties
over the development, and application, of existing and future legislation, tax
regulations, and economic programs supported by the majority of international
political institutions and funding agencies. Although these matters continue to
have a lingering negative impact on the financial position and results of
operations of the Company, several positive developments have recently occurred.
These developments include the election of a Duma, the lower house of the
Russian parliament, decidedly more progressive than its predecessor in December
1999, the resignation of former president Boris Yeltsin on December 31, 1999,
and the election in March 2000 of former Prime Minister Vladimir Putin to the
presidency. These political events are evidence of the continued development of
democratic and constitutional procedures in Russia and have led to increased and
relative political stability. In addition, the massive technical breakdowns and
disruptions predicted by many upon the occurrence of the year 2000 failed to
materialize throughout the CIS.
The financial statements included herein are unaudited and have been
prepared in accordance with generally accepted accounting principles for interim
financial reporting and Securities and Exchange Commission regulations. Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles 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 months ended March 31, 2000 may not be indicative of
the operating results for the full year.
14
<PAGE> 15
EDN SOVINTEL LLC
NOTES TO FINANCIAL STATEMENTS - (CONTINUED)
(UNAUDITED)
The Company maintains its records and prepares its financial statements in
Russian rubles in accordance with the requirements of Russian accounting and tax
legislation. The accompanying financial statements differ from the financial
statements used for statutory purposes in Russia in that they reflect certain
adjustments, not recorded on the Company's statutory books, which are
appropriate to present the financial position, results of operations and cash
flows in accordance with generally accepted accounting principles in the United
States of America ("US GAAP"). The principal adjustments are related to certain
accrued revenue and expenses, foreign currency translation, deferred taxation,
and depreciation and valuation of property and equipment. The preparation of
financial statements, in conformity with US GAAP, requires management to make
estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from those
estimates.
2. POLICIES AND PROCEDURES
On January 1, 1998, the Company adopted SFAS No. 130, "Reporting
Comprehensive Income," which establishes standards for reporting and display of
comprehensive income and its components in a full set of general purpose
financial statements. Comprehensive income is defined as the change in equity of
a business enterprise during a period from nonowner sources. For the three
months ended March 31, 1999 and 2000, comprehensive income for the Company is
equal to net income.
3. CONTINGENCIES
The tax, legal and banking regulatory system continues to evolve in the
Russian Federation as the Russian government manages the transformation from a
command to a market-oriented economy. There were many new tax and foreign
currency laws and related regulations introduced during 1998 and 1999 which were
not always clearly written and were, at times, conflicting. In addition, their
interpretation is subject to the opinions of a variety of local, regional and
federal tax inspectors, and official in Ministry of Finance. Instances of
inconsistent opinions among and between these authorities are not unusual.
The Company's policy is to accrue contingencies in the accounting period in
which a loss is deemed probable and the amount is reasonably determinable. In
this regard, because of the uncertainties associated with the Russian tax and
legal systems, the final taxes as well as penalties and interest, if any,
assessed may be in excess of the amounts paid to date and accrued as of December
31, 1999 and March 31, 2000. Management believes, based upon its best estimates,
that the Company has paid or accrued all taxes that are applicable for the
current and prior years, and complied with all essential provisions of laws and
regulations of the Russian Federation.
The Company's operations and financial position will continue to be
affected by Russian political developments including the application of existing
and future legislation and tax regulations, which significantly impact the
Russian economy. The likelihood of such occurrences and their effect on the
Company could have a significant impact on the Company's current activity and
its overall ability to continue operations. The Company does not believe that
these contingencies, as related to its operations, are any more significant than
those of similar enterprises in Russia.
15
<PAGE> 16
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion and analysis relates to our financial condition
and results of operations of the Company for the three month period ended March
31, 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 reports on Form 10-K for the year
ended December 31, 1999, and the Company's prospectus dated September 30, 1999
included in the Registration Statement No. 333-82791 on Form S-1. Additional
information may also be contained in the filings with the U.S. Securities and
Exchange Commission submitted by Global TeleSystems Group, Inc., ("GTS") the
majority shareholder in the Company, including, but not limited to, GTS' 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 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.
16
<PAGE> 17
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 remains in
depression, exacerbated by continuing 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 much of their business from high-volume
business customers. Thus, we believe that most 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 have 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 have 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, 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 increase has not kept pace with the
reduction in prices.
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 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 generally to maintain, or even
improve, our margins. We expect settlement and interconnection rates to continue
to decline in line with tariffs.
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.
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, Global TeleSystems Group,
Inc. 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
17
<PAGE> 18
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. $1.9 million was recorded against this liability, as the result of, one
ventures debt facility collateral being attached by a Western-owned financial
institution. The remaining $0.2 million was due to disposition costs and
cancellation of certain network capacity.
In the quarter ended March 31, 1999, equity in losses recognized for the
abandoned cellular ventures was $0.8 million.
We will continue to support those cellular ventures where the allocation of
financial, operational and management resources is consistent with our strategic
plans.
CHANGES IN OWNERSHIP
An affiliate of ING Barings which indirectly owned 12.25% of Golden Telecom
(Ukraine), contributed its indirect interest in Golden Telecom (Ukraine) to a
wholly owned subsidiary of Golden Telecom, Inc., upon the consummation of the
IPO, in exchange for a total of 450,000 newly issued shares of Golden Telecom,
Inc. Our beneficial interest in Golden Telecom (Ukraine) increased from 56.75%
to 69% as the result of this transaction.
In February 2000, Golden Telecom Ukraine acquired 99% of Sovam Teleport
Ukraine, including a 51% interest previously held by third parties. Sovam
Teleport Ukraine is a provider of data and Internet services to Ukraine-based
businesses.
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 all
relevant periods.
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 MARCH 31, 2000 COMPARED TO THREE MONTHS ENDED MARCH 31, 1999
o Consolidated Results. Results of Operations for the Three Months Ended
March 31, 2000 compared to the Results of Operations for the Three
Months Ended March 31, 1999
o Non-Consolidated Results. Results of Non-Consolidated Operations of
EDN Sovintel LLC for the Three Months Ended March 31, 2000 compared to
the Results of Non-Consolidated Operations of EDN Sovintel LLC for the
Three Months Ended March 31, 1999
CONSOLIDATED RESULTS -- CONSOLIDATED RESULTS OF OPERATIONS FOR THE THREE MONTHS
ENDED MARCH 31, 2000 COMPARED TO THE CONSOLIDATED RESULTS OF OPERATIONS FOR THE
THREE MONTHS ENDED MARCH 31, 1999
18
<PAGE> 19
REVENUE
Our revenue increased to $24.3 million for the three months ended March 31,
2000 from $24.2 million for the three months ended March 31, 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 MARCH 31, 1999 ENDED MARCH 31, 2000
-------------------- --------------------
(IN MILLIONS)
<S> <C> <C>
REVENUE
CLEC services ................... $ 11.7 $ 9.5
Long distance services .......... 2.9 2.8
Data and Internet services ...... 6.3 8.1
Mobile services ................. 4.0 4.2
Eliminations .................... (0.7) (0.3)
---------- ----------
TOTAL REVENUE ..................... $ 24.2 $ 24.3
</TABLE>
CLEC Services. Revenue from CLEC Services decreased by 19% to $9.5 million
for the three months ended March 31, 2000 from $11.7 million for the three
months ended March 31, 1999.
The CLEC Services division of TeleRoss revenue decreased by 25% to $6.2
million for the three months ended March 31, 2000 from $8.3 million for the
three months ended March 31, 1999. This is mainly due to a reduction in monthly
recurring revenue partly offset by increased traffic revenue, largely as a
result of pricing concessions made to its largest customer.
The CLEC Services division of Golden Telecom BTS revenue decreased by 3% to
$3.3 million for the three months ended March 31, 2000 from $3.4 million for the
three months ended March 31, 1999. The decrease in revenue was due to lower
monthly recurring revenue despite an increase in the customer base.
Long Distance Services. Revenue from Long Distance Services decreased by 3%
to $2.8 million for the three months ended March 31, 2000 from $2.9 million for
the three months ended March 31, 1999. Increases in long distance traffic were
more than offset by the decreases in tariffs.
Data and Internet Services. Revenue from Data and Internet Services
increased by 29% to $8.1 million for the three months ended March 31, 2000 from
$6.3 million for the three months ended March 31, 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 the acquisition of Glasnet and Nevalink and also from organic growth.
Mobile Services. Revenue from Mobile Services increased by 5% to $4.2
million for the three months ended March 31, 2000 from $4.0 million for the
three months ended March 31, 1999. Although there has been a significant
increase, approximately 127%, in the number of active subscribers at Golden
Telecom GSM pricing competition has limited revenue growth.
19
<PAGE> 20
EXPENSES
The following table shows our principal expenses for the three months ended
March 31, 2000 and March 31, 1999:
<TABLE>
<CAPTION>
CONSOLIDATED EXPENSES CONSOLIDATED EXPENSES
FOR THE THREE MONTHS FOR THE THREE MONTHS
ENDED MARCH 31, 1999 ENDED MARCH 31, 2000
--------------------- ---------------------
(IN MILLIONS)
<S> <C> <C>
COST OF REVENUE
CLEC services ........................ $ 3.4 $ 3.1
Long distance services ............... 1.7 2.4
Data and Internet services ........... 3.7 4.0
Mobile services ...................... 1.0 1.1
Eliminations ......................... (0.5) (0.3)
---------- ----------
TOTAL COST OF REVENUE .................. 9.3 10.3
Selling, general and administrative .... 8.6 10.2
Depreciation and amortization .......... 6.8 7.2
Equity in losses of ventures ........... 3.6 0.9
Interest income ........................ (0.8) (2.3)
Interest expense ....................... 0.6 0.7
Foreign currency loss .................. 0.7 0.4
Other non-operating expense ............ 0.0 0.1
Provision for income taxes ............. $ 2.6 $ 0.0
</TABLE>
Cost of Revenue
Our cost of revenue increased by 11% to $10.3 million for the three months
ended March 31, 2000 from $9.3 million for the three months ended March 31,
1999.
CLEC Services. Cost of revenue from CLEC Services decreased by 9% to $3.1
million, or 33% of revenue, for the three months ended March 31, 2000 from $3.4
million, or 29% of revenue, for the three months ended March 31, 1999.
The CLEC Services division of TeleRoss' cost of revenue decreased by 16% to
$1.6 million, or 26% of revenue, for the three months ended March 31, 2000 from
$1.9 million, or 23% of revenue, for the three months ended March 31, 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 $1.5
million, or 45% of revenue, for the three months ended March 31, 2000 and was
$1.5 million, or 44% of revenue, for the three months ended March 31, 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.
Long Distance Services. Cost of revenue from Long Distance Services
increased by 41% to $2.4 million, or 86% of revenue, for the three months ended
March 31, 2000 from $1.7 million, or 59% of revenue, for the three months ended
March 31, 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 and additionally, as revenue reduces, fixed network
provisioning costs increases as a percentage of revenue.
Data and Internet Services. Cost of revenue from Data and Internet Services
increased by 8% to $4.0 million, or 49% of revenue, for the three months ended
March 31, 2000 from $3.7 million, or 59% of revenue, for the three months ended
March 31, 1999. The decrease as a percentage of revenue was due to the
operational synergies achieved from the Glasnet and Nevalink acquisitions,
together with other operating efficiencies.
Mobile Services. Cost of revenue from Mobile Services increased by 10% to
$1.1 million, or 26% of revenue, for the three months ended March 31, 2000 from
$1.0 million, or 25% of revenue, for the three months ended March 31, 1999. The
cost of revenue increased as a percentage of revenue due to increased
competition, which has in turn led to lower traffic and equipment margins.
20
<PAGE> 21
Selling, General and Administrative
Our selling, general and administrative expenses increased by 19% to $10.2
million, or 42% of revenue, for the three months ended March 31, 2000 from $8.6
million, or 36% of revenue, for the three months ended March 31, 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 6% to $7.2 million
for the three months ended March 31, 2000 from $6.8 million for the three months
ended March 31, 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 $0.9 million for the three months ended March 31,
2000, and $3.6 million for the three months ended March 31, 1999. We recognized
earnings at Sovintel of $1.0 million for the three months ended March 31, 2000,
which partially offset our recognized losses at other ventures. In the three
months ended March 31, 1999, our recognized earnings at Sovintel were $0.5
million. There were significant losses at our non-consolidated ventures in the
three months ended March 31, 1999 due to the effects of the August 1998 Russian
financial crisis. The losses attributable to the abandoned ventures for the
three months ended March 31, 1999 were $0.8 million.
Interest Income
Our interest income was $2.3 million for the three months ended March 31,
2000 up from $0.8 million for the three months ended March 31, 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 March 31,
2000 up from $0.6 million for the three months ended March 31, 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 three months ended March
31, 2000, compared to a $0.7 million loss for the three months ended March 31,
1999. This decreased loss reflects the reduced level of devaluation of the
ruble.
Other Non-operating Expense
Our other non-operating expense was $0.1 million for the three months ended
March 31, 2000 due to losses on certain fixed assets disposals by our operating
companies. No other non-operating expense was recorded in the three months ended
March 31, 1999.
Provision for Income Taxes
We had a negligible provision for income taxes for the three months ended
March 31, 2000 compared to $2.6 million for three months ended March 31, 1999.
The decrease was due to the merger of TCM into the TeleRoss operating company
with effect from the beginning of November 1999. The net income of TCM is now
offset against losses in the other operating divisions with the merged TeleRoss.
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<PAGE> 22
NON-CONSOLIDATED RESULTS -- NON-CONSOLIDATED RESULTS OF OPERATIONS FOR THE THREE
MONTHS ENDED MARCH 31, 2000 COMPARED TO THE NON-CONSOLIDATED RESULTS OF
OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 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 decreased by 1% to $22.2 million for the three months
ended March 31, 2000 from $22.5 million, for the three months ended March 31,
1999. Increases in traffic volumes offset reductions in tariffs.
Cost of Revenue
Sovintel's cost of revenue decreased by 13% to $11.7 million for the three
months ended March 31, 2000 from $13.5 million for the three months ended March
31, 1999. The decrease to 53% from 60% 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.
Selling, General and Administrative
Sovintel's selling, general and administrative expenses and non-income
taxes decreased by 2% to $4.1 million, or 18% of revenue, for the three months
ended March 31, 2000 from $4.2 million, or 19% of revenue for the three months
ended March 31, 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 $158.1 million and $162.7 million as of
March 31, 2000 and December 31, 1999, respectively. Our restricted cash was
$15.0 million and $20.3 million as of March 31, 2000 and December 31, 1999,
respectively. The restricted cash is maintained in connection with certain of
our debt obligations as described below.
During the three months ended March 31, 2000, we had cash inflows of $3.0
million from our operating activities. During the three months ended March 31,
1999, we had cash outflows of $0.6 million from our operating activities. We
used cash of $(3.2) million and $(4.5) million for investing activities, which
were principally attributable to building our telecommunications networks and
acquisitions, for the three months ended March 31, 2000 and 1999, respectively.
We had working capital of $125.8 million as of March 31, 2000 and $132.5
million as of December 31, 1999. At March 31, 2000, we had total debt of
approximately $23.7 million, of which $4.0 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 March 31, 2000 and December 31, 1999,
$11.0 million of our long-term debt, including the current portion, was at fixed
rates.
In connection with the purchase of equipment and services for certain
Vostok Mobile ventures in Russia, those ventures entered into a credit agreement
with The Chase Manhattan Bank, New York, providing for up to $30.7 million of
financing. The facility was guaranteed by the vendor of such equipment and
services, and was insured against certain political risks by the Overseas
Private Investment Corporation. To the extent that the guarantor was required to
make any payments pursuant to such guarantee, GTS was required to reimburse 50%
of such payments. Because of the financial condition of certain Vostok Mobile
ventures, prior to the IPO, GTS made certain of the principal and interest
payments on behalf of the ventures.
On September 10, 1999, the Company, GTS and the vendor executed a
Settlement Agreement in regard to the Chase Manhattan credit facility. Under the
terms of the Settlement Agreement, on the date of the closing of the Company's
IPO, GTS and the vendor settled the amounts outstanding under the credit
facility totaling $14.4 million. In addition, GTS paid $0.2 million in
compromise of $0.3 million of accounts payable to the vendor. GTS also settled
certain outstanding accounts receivable from the cellular investees to the
vendor for $2.0 million. The company received the rights to collect from the
cellular investees the amounts owed by such investees
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<PAGE> 23
in regard to the credit facility and the accounts receivable and issued
promissory notes to GTS in a total amount of $6.25 million and to the vendor in
a total amount of $4.75 million. In addition, the Company issued warrants to the
vendor to purchase 126,050 share of common stock for $0.10 per share.
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.
In addition to the external financing discussed above, we have funded our
consolidated subsidiaries and affiliates through two methods of financing.
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, with repayment of seven years. The
funding level as at March 31, 2000 totaled $14.2 million, of which $3.2 million
was funded to our consolidated subsidiaries, $8.2 million was funded to our
affiliates and $2.8 million assumed from our non-consolidated abandoned cellular
properties.
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. An advance of $5.6
million was made to the lessor in April 2000.
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 24 months. The actual amount and timing of our future capital
requirements may differ materially from our current estimates because of changes
and fluctuations in our anticipated acquisitions, investments, revenue,
operating costs and network expansion plans and access to alternative sources of
financing on favorable terms. However, we may not be able to obtain additional
financing on favorable terms. As a result, we may be subject to additional or
more restrictive financial covenants, our interest obligations may increase
significantly and our shareholders may be adversely diluted. Our failure to
generate sufficient funds in the future, whether from operations or by raising
additional debt or equity capital, may require us to delay or abandon some or
all of our anticipated expenditures, to sell assets, or both, which could have a
material adverse effect on our operations.
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.
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PART II. OTHER INFORMATION
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 first quarter of 2000.
24
<PAGE> 25
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: May 10, 2000
25
<PAGE> 26
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
27 Financial Data Schedule
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-END> MAR-31-2000
<CASH> 158,098
<SECURITIES> 0
<RECEIVABLES> 16,548
<ALLOWANCES> (3,644)
<INVENTORY> 1,762
<CURRENT-ASSETS> 178,806
<PP&E> 100,472
<DEPRECIATION> (31,809)
<TOTAL-ASSETS> 363,197
<CURRENT-LIABILITIES> 53,036
<BONDS> 0
241
0
<COMMON> 0
<OTHER-SE> 285,433
<TOTAL-LIABILITY-AND-EQUITY> 363,197
<SALES> 892
<TOTAL-REVENUES> 24,309
<CGS> 690
<TOTAL-COSTS> 10,294
<OTHER-EXPENSES> 17,482
<LOSS-PROVISION> 209
<INTEREST-EXPENSE> 738
<INCOME-PRETAX> (3,321)
<INCOME-TAX> 13
<INCOME-CONTINUING> (3,334)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (3,334)
<EPS-BASIC> (0.14)
<EPS-DILUTED> (0.14)
</TABLE>
