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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 SEPTEMBER 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 November 14, 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 September 30,
2000..................................................................... 3
Consolidated Statements of Operations for the Three and Nine Months
Ended September 30, 1999 and 2000........................................ 4
Consolidated Statements of Cash Flows for the Nine Months Ended
September 30, 1999 and 2000.............................................. 5
Notes to Consolidated Financial Statements............................... 6
Item 1(b) Financial Statements of EDN Sovintel LLC (unaudited)..................... 14
Balance Sheets as of December 31, 1999 and September 30, 2000............ 14
Statements of Income and Members' Equity for the Three and Nine Months
Ended September 30, 1999 and 2000........................................ 15
Statements of Cash Flows for the Nine Months Ended September 30, 1999
and 2000................................................................. 16
Notes to Financial Statements........................................... 17
Item 2 Management's Discussion and Analysis of Financial Condition and Results
of Operations *.......................................................... 18
PART II. OTHER INFORMATION
Item 3 Quantitative and Qualitative Disclosure about Market Risk................ 30
Item 4 Submission of Matters to a Vote of Security Holders...................... 32
Item 6 Exhibits and Reports on Form 8-K ........................................ 32
Signatures .......................................................................... 33
</TABLE>
* Please refer to the special note regarding forward-looking statements in this
section.
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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)
<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 30,
1999 2000
---- ----
(AUDITED) (UNAUDITED)
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents................................ $ 162,722 $ 132,129
Accounts receivable, net................................. 10,961 16,422
Prepaid expenses......................................... 2,666 5,209
Other assets............................................. 5,252 6,712
--------- ---------
TOTAL CURRENT ASSETS....................................... 181,601 160,472
Property and equipment, net of accumulated depreciation of
$29,289 and $39,197 at December 31, 1999 and
September 30, 2000, respectively......................... 62,176 80,107
Investments in and advances to ventures.................... 45,196 42,745
Goodwill and intangible assets, net of accumulated
amortization of $33,737 and $46,663 at December 31, 1999
and September 30, 2000, respectively..................... 53,467 46,877
Restricted cash............................................ 20,264 23,728
Other non-current assets................................... 3,920 12,133
--------- ---------
TOTAL ASSETS............................................... $ 366,624 $ 366,062
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses.................... $ 35,022 $ 37,217
Debt maturing within one year............................ 4,148 3,001
Due to affiliates........................................ 6,563 6,952
Other current liabilities................................ 3,392 4,571
--------- ---------
TOTAL CURRENT LIABILITIES.................................. 49,125 51,741
Long-term debt, less current portion....................... 17,631 20,522
Related party long-term debt............................... 6,250 6,250
Taxes and other non-current liabilities.................... 2,250 2,933
--------- ---------
TOTAL LIABILITIES.......................................... 75,256 81,446
Minority interest.......................................... 2,816 3,303
SHAREHOLDERS' EQUITY
Preferred stock, $0.01 par value (10,000,000 shares
authorized; none issued and outstanding at
September 30, 2000)...................................... -- --
Common stock, $0.01 par value (50,000,000 and 100,000,000
shares authorized at December 31, 1999 and
September 30, 2000 respectively; 24,050,125 and
24,080,125 shares issued and outstanding at December 31,
1999 and September 30, 2000 respectively)................ 241 241
Additional paid-in capital................................ 407,863 408,746
Accumulated deficit....................................... (119,552) (127,674)
---------- ----------
TOTAL SHAREHOLDERS' EQUITY................................. 288,552 281,313
--------- ---------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY................. $ 366,624 $ 366,062
========= =========
</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 NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
-------------------- ---------------------
1999 2000 1999 2000
-------- -------- -------- --------
<S> <C> <C> <C> <C>
REVENUE:
Telecommunication services................ $ 22,042 $ 26,792 $ 63,825 $ 73,460
Revenue from affiliates................... 3,069 2,589 8,641 7,102
-------- -------- -------- --------
TOTAL REVENUE............................... 25,111 29,381 72,466 80,562
OPERATING COSTS AND EXPENSES:
Access and network services............... 11,118 13,276 29,820 35,417
Selling, general and administrative....... 10,928 12,017 29,998 32,978
Depreciation and amortization............. 7,548 8,162 21,480 23,096
Abandonment and restructuring charge...... 19,813 -- 19,813 --
-------- ---------- ---------- ----------
TOTAL OPERATING COSTS AND EXPENSES.......... 49,407 33,455 101,111 91,491
-------- -------- -------- --------
LOSS FROM OPERATIONS........................ (24,296) (4,074) (28,645) (10,929)
OTHER INCOME (EXPENSE):
Equity in income (losses) of ventures..... 265 99 (4,909) (984)
Interest income........................... 769 2,524 1,688 7,448
Interest expense.......................... (494) (1,002) (1,696) (2,453)
Foreign currency gains (losses)........... (694) 392 (1,542) (31)
Minority interest......................... (305) (243) (1,330) (397)
Other non-operating expense............... -- -- -- (148)
-------- -------- -------- ---------
TOTAL OTHER INCOME (EXPENSE)................ (459) 1,770 (7,789) 3,435
--------- -------- --------- --------
Net loss before income taxes................ (24,755) (2,304) (36,434) (7,494)
Income taxes................................ 1,669 573 5,960 628
-------- -------- -------- --------
NET LOSS.................................... $(26,424) $ (2,877) $(42,394) $ (8,122)
======== ======== ======== ========
Net loss per share.......................... $ (2.44) $ (0.12) $ (3.97) $ (0.34)
======== ======== ======== ========
Weighted average common shares outstanding.. 10,848 24,080 10,683 24,073
======== ======== ======== ========
</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)
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NINE MONTHS ENDED SEPTEMBER 30,
-------------------------------
1999 2000
---------- ---------
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OPERATING ACTIVITIES
Net loss................................................... $ (42,394) $ (8,122)
Adjustments to Reconcile Net Loss to Net Cash (Used in)
Provided by Operating Activities:
Depreciation............................................... 8,880 10,922
Amortization............................................... 12,600 12,174
Equity in losses of ventures, net of dividends received.... 4,909 984
Minority interest.......................................... 1,330 397
Foreign currency (gains) losses............................ 1,542 (31)
Abandonment and restructuring charge....................... 19,813 --
Other...................................................... 1,329 1,236
Changes in assets and liabilities:
Accounts receivable..................................... 286 (5,551)
Accounts payable and accrued expenses................... (2,474) 6,740
Other changes in assets and liabilities................. (769) (2,636)
---------- ---------
NET CASH PROVIDED BY OPERATING ACTIVITIES.................... 5,052 16,113
INVESTING ACTIVITIES
Purchases of property and equipment and intangible assets.. (12,564) (31,926)
Acquisitions, net of cash acquired......................... (6,397) (4,174)
Restricted cash............................................ 1,558 (5,895)
Convertible loan to MCT Corp............................... -- (9,000)
Other investing............................................ (523) 2,399
---------- ---------
NET CASH USED IN INVESTING ACTIVITIES........................ (17,926) (48,596)
FINANCING ACTIVITIES
Proceeds from debt......................................... 2,029 22,250
Repayments of debt......................................... (6,618) (20,342)
Proceeds from issuance of common stock..................... 122 --
Net proceeds from shareholder.............................. 14,928 32
--------- ---------
NET CASH PROVIDED BY FINANCING ACTIVITIES.................... 10,461 1,940
Effect of exchange rate changes on cash and cash equivalents. (579) (50)
--------- ----------
Net decrease in cash and cash equivalents.................... (2,992) (30,593)
Cash and cash equivalents at beginning of period............. 14,164 162,722
--------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD................... $ 11,172 $ 132,129
========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
<PAGE>
GOLDEN TELECOM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. FINANCIAL PRESENTATION AND DISCLOSURES
Golden Telecom, Inc. ("Golden Telecom" or the "Company") is a provider
of a broad range of telecommunications services to businesses, other
telecommunications service providers and consumers. The Company provides these
services through its operation of voice, Internet and data networks,
international gateways, local access and cellular networks and various
value-added services in the Commonwealth of Independent States ("CIS"),
primarily in Russia. Golden Telecom was incorporated in Delaware on June 10,
1999 for the purpose of acting as a holding company for Global TeleSystems,
Inc.'s ("GTS") operating entities within the CIS and supporting non-CIS holding
companies (the "CIS Entities"). On September 29, 1999, GTS transferred its
ownership rights in the CIS Entities to the Company in anticipation of the
Company's initial pubic offering ("IPO") which closed on October 5, 1999.
The CIS Entities were subsidiaries of GTS prior to the transfer of
ownership rights of the CIS Entities to the Company, and GTS remains the
majority shareholder in the Company. 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 ("SEC") regulations. Certain information and
footnote disclosures normally included in financial statements prepared in
accordance with US GAAP and SEC rules and regulations have been condensed or
omitted pursuant to such US GAAP and SEC rules and regulations. In the opinion
of management, the financial statements reflect all adjustments of a normal and
recurring nature necessary to present fairly the Company's financial position,
results of operations and cash flows for the interim periods. These financial
statements should be read in conjunction with the Company's 1999 audited
consolidated financial statements and the notes related thereto. The results of
operations for the three and nine months ended September 30, 2000 may not be
indicative of the operating results for the full year.
2. POLICIES AND PROCEDURES
For the three and nine months ended September 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.
In June 1998, the Financial Accounting Standards Board issued Statement on
Financial and Accounting Standards No. 133 "Accounting for Derivative
Instruments and Hedging Activities," which was amended in June 1999. The Company
expects to adopt the new statement effective January 1, 2001. The statement will
require the Company to recognize all derivatives on the balance sheet at fair
value. The Company does not anticipate that the adoption of the new statement
will have a significant effect on its results of operations or financial
position.
6
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3. SHAREHOLDERS' EQUITY
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.
4. OTHER TRANSACTIONS
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 coverage of topical issues
such as business, technology, health and sports have made them 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. This investment transaction closed in October 2000.
In September 2000, SFMT-Rusnet, Inc., a wholly-owned subsidiary, acquired
the remaining 25 percent of SA Telcom LLP, a telecommunications and data
services provider in Kazakhstan, for cash consideration of $0.2 million.
PENDING ACQUISITIONS
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 41,922 shares in the Company's common stock. The Company's proposed
acquisition of JSC Nursat has been challenged by the Kazakhstan government. The
Company is pursuing various options relating to the acquisition of an ownership
interest in JSC Nursat and is continuing its discussions with Kazakh state
officials.
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
399,872 shares in the Company's common stock. The Agama family of Russian Web
properties include Aport, Atrus ("@Rus") and Omen. This transaction is expected
to close in the fourth quarter of 2000.
In September 2000, the Company entered into an agreement to acquire 18
percent of MCT Corp. ("MCT") in exchange for the Company's 100 percent ownership
of Vostok Mobile B.V., a Netherlands registered private limited holding company
that owns the Company's Russian mobile operations. Initially, the Company will
acquire 24 percent of the outstanding common stock of MCT and the Company
expects to be later diluted to 18 percent as a result of MCT's currently
contemplated equity offering. The Company expects to close this transaction in
the fourth quarter of 2000, subject to regulatory approvals and completion of
due diligence.
7
<PAGE>
ABANDONMENT AND RESTRUCTURING CHARGE
In September 2000, the Company entered into an agreement to acquire an
interest in MCT in exchange for all of the Company's Russian mobile operations,
including the Company's abandoned mobile ventures. The Company is targeting to
complete this transaction in the fourth quarter of 2000. This transaction, when
consummated, will effectively complete a major component of the Company's formal
plan of restructuring its Russian mobile operations as approved in the third
quarter of 1999.
In September 1999, the Board of Directors of GTS approved a formal plan of
restructuring that resulted in the Company abandoning certain mobile business
operations in Russia. As part of this plan of restructuring, the Company had
been seeking disposition of its ownership interests in these operations and did
not intend to provide any additional financial assistance to such businesses,
other than debts assumed. This remains the Company's position pending the
closure of the MCT transaction.
In reaching its abandonment decision the Company determined that the
financial, operational and management support required for the abandoned
ventures did not meet its strategic plan; however, the Company would continue to
support the remaining Russian mobile 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 September 30, 2000 and December 31, 1999, the Company had $4.5
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. The interpretation and application of the taxation and related
accounting regimes by authorities in the markets where we operate is
inconsistent and often unpredictable. Accordingly, the Company's actual tax
liabilities, including income taxes and value added taxes, may be in excess of
the estimated amount expensed to date and accrued at September 30, 2000. The
Company's management believes that the ultimate resolution of any tax
liabilities, 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 any unfavorable resolution of any contingent tax
liabilities, it is possible that the Company's future results of operations or
cash flows could be materially affected in a particular period.
8
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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 nine-month periods ended September 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 & TOTAL OF EQUITY
INTERNET LONG MOBILE CORPORATE & BUSINESS CONSOLIDATED METHOD AFFILIATE
CLEC SERVICES DISTANCE SERVICES ELIMINATIONS SEGMENT RESULTS VENTURES ADJUSTMENTS
---- -------- -------- -------- ------------ ------- -------- -----------
(IN THOUSANDS)
THREE MONTHS ENDED SEPTEMBER 30, 1999
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Revenue............... $32,826 $6,725 $3,094 $9,322 $(3,134) $48,833 $25,111 $(29,185) $5,463
Operating income
(loss)............... 10,886 (1,036) (3,093) (702) (25,004) (18,949) (24,296) (5,776) 429
Identifiable assets... 123,040 18,665 26,742 78,083 96,637 343,167 225,949 (117,218) --
Capital expenditures.. 3,729 620 451 511 2 5,313 3,044 (2,269) --
<CAPTION>
ADJUSTMENTS TO RECONCILE
BUSINESS SEGMENT TO
CONSOLIDATED RESULTS
------------------------
DATA & TOTAL OF EQUITY
INTERNET LONG MOBILE CORPORATE & BUSINESS CONSOLIDATED METHOD AFFILIATE
CLEC SERVICES DISTANCE SERVICES ELIMINATIONS SEGMENT RESULTS VENTURES ADJUSTMENTS
---- -------- -------- -------- ------------ ------- -------- -----------
(IN THOUSANDS)
THREE MONTHS ENDED SEPTEMBER 30, 2000
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Revenue.............. $30,112 $10,205 $4,320 $9,427 $(1,755) $52,309 $29,381 $(29,011) $6,083
Operating income
(loss).............. 9,349 (139) (1,404) (745) (7,192) (131) (4,074) (4,636) 693
Identifiable assets.. 123,710 41,450 25,553 54,536 237,508 482,757 366,980 (115,777) --
Capital expenditures. 4,340 7,573 607 3,842 373 16,735 14,123 (2,612) --
9
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<CAPTION>
ADJUSTMENTS TO RECONCILE
BUSINESS SEGMENT TO
CONSOLIDATED RESULTS
------------------------
DATA & TOTAL OF EQUITY
INTERNET LONG MOBILE CORPORATE & BUSINESS CONSOLIDATED METHOD AFFILIATE
CLEC SERVICES DISTANCE SERVICES ELIMINATIONS SEGMENT RESULTS VENTURES ADJUSTMENTS
---- -------- -------- -------- ------------ ------- -------- -----------
(IN THOUSANDS)
NINE MONTHS ENDED SEPTEMBER 30, 1999
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Revenue.............. $95,787 $19,316 $9,085 $26,690 $(7,983) $142,895 $72,466 $(84,535) $14,106
Operating income
(loss).............. 28,370 (1,019) (6,311) (6,096) (34,332) (19,388) (28,645) (9,403) 146
Identifiable assets.. 123,040 18,665 26,742 78,083 96,637 343,167 225,949 (117,218) --
Capital expenditures. 10,013 2,767 2,114 7,583 614 23,091 13,379 (9,712) --
<CAPTION>
ADJUSTMENTS TO RECONCILE
BUSINESS SEGMENT TO
CONSOLIDATED RESULTS
------------------------
DATA & TOTAL OF EQUITY
INTERNET LONG MOBILE CORPORATE & BUSINESS CONSOLIDATED METHOD AFFILIATE
CLEC SERVICES DISTANCE SERVICES ELIMINATIONS SEGMENT RESULTS VENTURES ADJUSTMENTS
---- -------- -------- -------- ------------ ------- -------- -----------
(IN THOUSANDS)
NINE MONTHS ENDED SEPTEMBER 30, 2000
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Revenue.............. $90,667 $27,912 $10,846 $26,003 $(4,632) $150,796 $80,562 $(84,447) $14,213
Operating income
(loss).............. 26,855 (182) (3,981) (2,743) (20,114) (165) (10,929) (11,712) 948
Identifiable assets.. 123,710 41,450 25,553 54,536 237,508 482,757 366,980 (115,777) --
Capital expenditures. 13,363 15,463 2,459 8,838 558 40,681 31,926 (8,755) --
</TABLE>
10
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GEOGRAPHIC DATA
The following tables present financial information segmented by the
Company's geographic regions for the three and nine month periods ended
September 30, 1999 and 2000.
<TABLE>
<CAPTION>
CORPORATE & CONSOLIDATED
RUSSIA UKRAINE ELIMINATIONS RESULTS
--------- -------- ------------ ------------
THREE MONTHS ENDED SEPTEMBER 30, 1999
<S> <C> <C> <C> <C>
Revenue......................... $ 17,092 $ 8,041 $ (22) $ 25,111
Long-lived assets............... 125,768 36,348 3,890 166,006
<CAPTION>
CORPORATE & CONSOLIDATED
RUSSIA UKRAINE ELIMINATIONS RESULTS
--------- -------- ------------ ------------
THREE MONTHS ENDED SEPTEMBER 30, 2000
<S> <C> <C> <C> <C>
Revenue......................... $ 19,294 $ 9,903 $ 184 $ 29,381
Long-lived assets............... 129,908 40,249 1,253 171,410
<CAPTION>
CORPORATE & CONSOLIDATED
RUSSIA UKRAINE ELIMINATIONS RESULTS
--------- -------- ------------ ------------
NINE MONTHS ENDED SEPTEMBER 30, 1999
<S> <C> <C> <C> <C>
Revenue......................... $ 49,986 $ 22,571 $ (91) $ 72,466
Long-lived assets............... 125,768 36,348 3,890 166,006
<CAPTION>
CORPORATE & CONSOLIDATED
RUSSIA UKRAINE ELIMINATIONS RESULTS
--------- -------- ------------ ------------
NINE MONTHS ENDED SEPTEMBER 30, 2000
<S> <C> <C> <C> <C>
Revenue......................... $ 54,111 $ 26,441 $ 10 $ 80,562
Long-lived assets............... 129,908 40,249 1,253 171,410
</TABLE>
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 September 30,
1999 and 2000.
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
-------------------- ---------------------
1999 2000 1999 2000
-------- -------- -------- --------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
Revenues.................................. $ 23,530 $ 22,929 $ 68,511 $ 68,215
Gross Margin.............................. 11,197 11,457 29,945 32,727
Income from operations.................... 5,148 5,249 11,734 14,219
Net income................................ 2,992 2,761 4,453 7,201
</TABLE>
11
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8. DEBT AND CAPITAL LEASE
Some of the Company's operating companies have received debt financing
through direct loans from affiliated companies. In addition, certain operating
companies have borrowed funds under a $22.7 million back-to-back, seven-year
credit facility from a Western-owned bank licensed to operate in Russia. Under
this facility, the Company provides full cash collateral, held in London and
recorded on our balance sheet as restricted cash, for onshore loans made by the
bank to the Company's Russian registered joint ventures. In a second, similar
facility, the Company provides full cash collateral for a $10.0 million short
term back-to-back, revolving, credit facility from the same bank for two of the
Company's larger Russian operating companies. These two facilities replaced the
previous $30 million back to back facility that expired on September 30, 2000.
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. Prepayments were made to the lessor in April 2000 and August 2000. These
prepayments have been offset in the balance sheet against the capital lease
obligation.
9. CONVERTIBLE LOAN
The Company issued a $9.0 million convertible loan to MCT in connection
with the agreement to initially purchase 24 percent of MCT with expected
dilution to 18 percent as a result of MCT's currently contemplated equity
offering. This convertible loan has a term of 13 months and a fixed interest
rate of 13 percent per annum.
The loan amount, together with all accrued and unpaid interest shall be
convertible into fully paid and non-assessable shares of MCT at the option of
GTI. The conversion price shall be equal to 115% of the last price at which
shares of MCT were purchased by a third party in an arm's length offering. In
the event MCT defaults on the payment of principal or interest, GTI can
convert the loan together with all accrued and unpaid interest at a conversion
price equal to $6.00 per fully paid and non-assessable share of MCT.
This loan is collateralized by a debt instrument issued by an affiliate
of MCT and assigned to MCT and further assigned to the Company, pledged
shares from one of MCT's subsidiaries, and shares in Vostok Mobile B.V.
subsequent to Vostok Mobile, B.V.'s acquisition by MCT.
10. SUPPLEMENTAL CASH FLOW INFORMATION
The following table summarizes significant non-cash investing and financing
activities for the Company; the 1999 amounts principally relate to the
abandonment and restructuring charge described in Note 4 and the timing of the
completion of the Company's initial public offering.
<TABLE>
<CAPTION>
NINE MONTHS ENDED
----------------------
SEPTEMBER 30,
1999 2000
----------- --------
(IN THOUSANDS)
<S> <C> <C>
Issuance of common stock to affiliate of ING
Barings................................ $ -- $ 360
Business acquisitions....................... -- 319
Issuance of warrants........................ 1,500 --
Acquisition of shares of GTS Ukrainian
TeleSystems, LLC....................... 5,056 --
Issuance of notes and assumption of debt
related to certain cellular ventures... 7,047 --
Issuance of notes and assumption of debt
related to abandoned ventures.......... 9,075 --
Write-off certain equity investments,
goodwill and fixed assets related to
abandonment............................ 6,274 --
Other liabilities assumed related to
abandonment and restructuring.......... 4,488 --
Issuance of common stock.................... 135,800 --
</TABLE>
12
<PAGE>
11. SUBSEQUENT EVENTS
Golden Telecom (Ukraine) entered, into a 4 year supplier loan agreement
with Siemens AG ("Siemens Loan Agreement") whereby Siemens AG provided to Golden
Telecom (Ukraine) a loan of $3.4 million for the purchase from Siemens AG of
network equipment and services for use in the GSM 1800 network in Odessa,
Ukraine, deployed in the third quarter of 2000. In accordance with the terms of
the Siemens Loan Agreement, Golden Telecom (Ukraine) is required to make eight
semi-annual payments plus accrued interest beginning May 15, 2001. The agreement
carries interest at a rate equal to the six month United States Dollar LIBOR
plus 4.9%. The Seimens Loan Agreement became effective with the execution of a
payment guarantee by Golden Telecom, Inc. in October 2000.
13
<PAGE>
ITEM 1(a). UNAUDITED FINANCIAL STATEMENTS OF EDN SOVINTEL LLC.
EDN SOVINTEL LLC
BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 30,
------------ -------------
1999 2000
------------ -------------
ASSETS (AUDITED) (UNAUDITED)
<S> <C> <C>
CURRENT ASSETS
Cash ..................................................... $ 2,644 $ 7,070
Accounts receivable, net of allowance for doubtful
accounts of $3,364 and $3,771 at December 31, 1999
and September 30, 2000................................. 16,868 16,666
Due from affiliated companies............................. 645 625
Inventories............................................... 1,095 1,131
VAT receivable, net....................................... 2,547 1,677
Prepaid expenses and other current assets................. 1,764 3,242
-------- --------
TOTAL CURRENT ASSETS........................................ 25,563 30,411
Property and equipment, net of accumulated depreciation of
$27,561 and $33,386 at December 31, 1999 and September 30,
2000........................................................ 50,477 51,249
Deferred expenses........................................... 675 574
Other noncurrent assets..................................... 909 1,467
-------- --------
TOTAL ASSETS................................................ $ 77,624 $ 83,701
======== ========
LIABILITIES AND MEMBERS' EQUITY
CURRENT LIABILITIES
Trade payables............................................ $ 8,963 $ 6,591
Accrued expenses.......................................... 3,237 4,179
Due to affiliated companies............................... 3,692 7,053
Amount due to partner in commercial arrangement........... 929 727
Short-term loan........................................... 3,052 --
Deferred income taxes..................................... 686 686
Other current liabilities................................. -- 733
-------- --------
TOTAL CURRENT LIABILITIES................................... 20,559 19,969
Other noncurrent liabilities.............................. -- 1,467
-------- --------
TOTAL LIABILITIES........................................... 20,559 21,436
MEMBERS' EQUITY............................................. 57,065 62,265
-------- --------
TOTAL LIABILITIES AND MEMBERS' EQUITY....................... $ 77,624 $ 83,701
======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
14
<PAGE>
EDN SOVINTEL LLC
STATEMENTS OF INCOME AND MEMBERS' EQUITY
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
-------------------- ---------------------
1999 2000 1999 2000
-------- -------- -------- --------
<S> <C> <C> <C> <C>
REVENUE:
Telecommunication services................ $ 23,530 $ 22,929 $ 68,511 $ 68,215
OPERATING COSTS AND EXPENSES:
Service costs............................. 12,333 11,472 38,566 35,488
Selling, general and administrative....... 4,109 4,120 12,426 12,362
Depreciation and amortization............. 1,940 2,088 5,785 6,146
-------- -------- -------- --------
TOTAL OPERATING COSTS AND EXPENSES.......... 18,382 17,680 56,777 53,996
-------- -------- -------- --------
INCOME FROM OPERATIONS...................... 5,148 5,249 11,734 14,219
OTHER INCOME (EXPENSE):
Interest income........................... 20 23 101 82
Interest expense.......................... (108) (2) (301) (154)
Foreign currency (losses) gains........... (313) (306) (1,158) (582)
--------- --------- --------- ---------
TOTAL OTHER INCOME (EXPENSE)................ (401) (285) (1,368) (654)
--------- --------- --------- ---------
Income before income taxes.................. 4,747 4,964 10,366 13,565
Income taxes................................ 1,755 2,203 5,913 6,364
-------- -------- -------- --------
NET INCOME.................................. $ 2,992 $ 2,761 $ 4,453 $ 7,201
======== ======== ======== ========
Dividends................................... $ -- $ -- $ -- $ (2,001)
Members' equity, opening balance............ 54,990 59,504 53,529 57,065
-------- -------- -------- --------
Members' equity, closing balance ........... $ 57,982 $ 62,265 $ 57,982 $ 62,265
======== ======== ======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
15
<PAGE>
EDN SOVINTEL LLC
STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
NINE MONTHS ENDED SEPTEMBER 30,
-------------------------------
1999 2000
--------- ---------
<S> <C> <C>
OPERATING ACTIVITIES
Net income........................................... $ 4,453 $ 7,201
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization...................... 5,785 6,146
Provision for doubtful accounts.................... 1,289 408
Foreign exchange loss.............................. 1,158 582
Changes in operating assets and liabilities:
Accounts receivable................................ (2,846) (680)
Inventories........................................ 249 (36)
VAT receivable, net................................ 5,140 616
Prepaid expenses and other assets.................. 1,872 (2,008)
Trade payables..................................... (524) (2,347)
Accrued liabilities and other payables............. (656) 3,261
Taxes accrued or payable........................... (1,373) 825
(Increase) Decrease in amounts due to affiliated
companies, net..................................... (10,568) 1,640
--------- ---------
NET CASH PROVIDED BY OPERATING ACTIVITIES............ 3,979 15,608
INVESTING ACTIVITIES Purchases of property and
equipment........................................... (5,505) (6,817)
--------- ---------
FINANCING ACTIVITIES
Proceeds from debt................................. 500 --
Repayment of debt.................................. -- (3,255)
Payment of dividends............................... -- (1,000)
--------- ---------
NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES.. 500 (4,255)
Effect of exchange rate changes on cash ........... (927) (110)
--------- ----------
Net (decrease) increase in cash...................... (1,953) 4,426
Cash at beginning of period.......................... 5,116 2,644
--------- ---------
CASH AT END OF PERIOD................................ $ 3,163 $ 7,070
========= =========
</TABLE>
The accompanying notes are an integral part of these inancial statements.
16
<PAGE>
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 expanded
its operations to other regions of Russia, including St. Petersburg, Pskov and
Kaliningrad. This network provides worldwide communications services,
principally to major hotels, business offices and mobile communication
companies.
The financial statements included herein are unaudited and have been
prepared in accordance with generally accepted accounting principles in the
United States of America ("US GAAP") for interim financial reporting and
Securities and Exchange Commission ("SEC") regulations. Certain information and
footnote disclosures normally included in financial statements prepared in
accordance with US GAAP and SEC rules and regulations have been condensed or
omitted pursuant to such US GAAP and SEC rules and regulations. In the opinion
of management, the financial statements reflect all adjustments of a normal and
recurring nature necessary to present fairly the Company's financial position,
results of operations and cash flows for the interim periods. These financial
statements should be read in conjunction with the Company's 1999 audited
consolidated financial statements and the notes related thereto. The results of
operations for the three and nine months ended September 30, 2000 may not be
indicative of the operating results for the full year.
2. POLICIES AND PROCEDURES
For the three and nine months ended September 30, 1999 and 2000,
comprehensive income for the Company is equal to net income.
In June 1998, the FASB issued SFAS No. 133 "Accounting for Derivative
Instruments and Hedging Activities," which was amended in June 1999. The Company
expects to adopt the new statement effective January 1, 2001. The statement will
require the Company to recognize all derivatives on the balance sheet at fair
value. The Company does not anticipate that the adoption of the new statement
will have a significant effect on its results of operations or financial
position.
3. CONTINGENCIES
TAX MATTERS
The Company's policy is to accrue for contingencies in the accounting
period in which a liability is deemed probable and the amount is reasonably
determinable. In this regard, because of the uncertainties associated with the
Russian tax, including income tax and value added tax, the Company's final
Russian taxes may be in excess of the estimated amount expensed to date and
accrued at September 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.
17
<PAGE>
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 nine month periods
ended September 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; (v) the political and financial
situation in the markets in which we operate; and (vi) the expected closing
schedules for our business development projects, especially for Agama, Nursat
and the MCT Corp. ("MCT") transactions 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 and
especially in the Risk Factor sections therein, 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 reports on Form 10-Q for the
quarters ended March 31, 2000 and June 30, 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.
Global TeleSystems, Inc. ("GTS") owns approximately 63% of our outstanding
shares.
18
<PAGE>
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.
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. We are also
experiencing significant price pressure on our recurring revenue, applied
particularly by Moscow cellular operators, which include some of our largest
customers. Additionally, some of our competitors do not link their prices to the
dollar/ruble exchange rate, so when 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, primarily
because of competitive pressures in Russia and the global trend toward lower
telecommunications tariffs. Although we experienced an increase in traffic
volume over recent months, the volume increases have 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. Additionally, we have
actively promoted our Internet services to dial-up Internet subscribers in
Moscow and are expanding this promotion in the regions of Russia and the CIS. As
personal computer penetration increases in Russia and the CIS we intend to be
well positioned to capture incremental subscribers and in turn revenues.
OWNERSHIP AND INITIAL PUBLIC OFFERING
Golden Telecom, Inc., commenced trading in an Initial Public Offering
("IPO") on NASDAQ on September 30, 1999, using the ticker symbol "GLDN". The 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.
In accordance with a subscription agreement and a registration rights
agreement filed with the SEC at the time of our IPO, GTS committed to a
twelve-month lock-up on the transfer of their ownership in shares of our
common stock. This twelve-month lock-up expired on September 26, 2000 and GTS
may hereafter require us to register with the SEC all or part of their
holding in our common stock.
19
<PAGE>
ABANDONMENT AND RESTRUCTURING CHARGE
In September 2000, the Company entered into an agreement to acquire an
interest in MCT in exchange for all of the Company's Russian mobile operations,
including the Company's abandoned mobile ventures. The Company is targeting to
complete this transaction in the fourth quarter of 2000. This transaction, when
completed, will effectively complete a major component of the Company's formal
plan of restructuring approved in the third quarter of 1999.
In September 1999, the Board of Directors of GTS approved a formal plan of
restructuring that resulted in the Company abandoning certain mobile business
operations in Russia. As part of this plan of restructuring, the Company had
been seeking disposition of its ownership interests in these operations and did
not intend to provide any additional financial assistance to such businesses,
other than debts assumed. This remains the Company's position pending the
closure of the MCT transaction.
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, $1.0 million charged against these liabilities during the
second quarter of 2000, $1.5 million charged against these liabilities during
the third 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 the mobile ventures and due to disposition costs
and cancellation of certain network capacity.
In the three and nine months ended September 30, 1999, equity in losses
recognized for the abandoned cellular ventures was $0.4 million and $2.1 million
respectively.
RECENT ACQUISITIONS
In July 2000, we 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 coverage of topical issues such
as business, technology, health and sports have made them 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. This investment transaction closed in October 2000.
In September 2000, SFMT-Rusnet, Inc., a wholly-owned subsidiary, acquired
the remaining 25 percent of SA Telcom LLP, a telecommunications and data
services provider in Kazakhstan, for cash consideration of $0.2 million.
PENDING ACQUISITIONS
In July 2000, we 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 41,922
of our common stock. Our proposed acquisition of JSC Nursat has been challenged
by the Kazakhstan government. We are pursuing various options relating to the
acquisition of an ownership interest in JSC Nursat and is continuing its
discussions with Kazakh state officials.
In July 2000, we entered into an agreement to acquire the Agama family of
Russian Web properties for $12.5 million in cash and the issuance of 399,872
shares of our common stock. 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 one of the most popular
Russian entertainment portal for younger audiences. This transaction is expected
to close in the fourth quarter of 2000.
In September 2000, we entered into an agreement to acquire 18 percent of
MCT in exchange for our 100 percent ownership of Vostok Mobile B.V., a
Netherlands registered private limited holding company that owns our Russian
mobile operations. Initially, we will acquire 24 percent of the outstanding
common stock of MCT and we expect to be later diluted to 18 percent as a result
of MCT's currently contemplated equity offering. As part of the transaction, we
also acquired $9 million of MCT debt convertible into equity securities for
cash. We expect to close this transaction in the fourth quarter of 2000, subject
to regulatory approval and due diligence.
20
<PAGE>
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 and supporting
operations. 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 SEPTEMBER 30, 2000 COMPARED TO THREE MONTHS ENDED
SEPTEMBER 30, 1999
- CONSOLIDATED RESULTS. Results of Operations for the Three Months Ended
September 30, 2000 compared to the Results of Operations for the Three
Months Ended September 30, 1999
- NON-CONSOLIDATED RESULTS. Results of Non-Consolidated Operations of EDN
Sovintel LLC for the Three Months Ended September 30, 2000 compared to
the Results of Non-Consolidated Operations of EDN Sovintel LLC for the
Three Months Ended September 30, 1999
NINE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO NINE MONTHS ENDED
SEPTEMBER 30, 1999
- CONSOLIDATED RESULTS. Results of Operations for the Nine Months Ended
September 30, 2000 compared to the Results of Operations for the Nine
Months Ended September 30, 1999
- NON-CONSOLIDATED RESULTS. Results of Non-Consolidated Operations of EDN
Sovintel LLC for the Nine Months Ended September 30, 2000 compared to
the Results of Non-Consolidated Operations of EDN Sovintel LLC for the
Nine Months Ended September 30, 1999
CONSOLIDATED RESULTS -- CONSOLIDATED RESULTS OF OPERATIONS FOR THE THREE MONTHS
ENDED SEPTEMBER 30, 2000 COMPARED TO THE CONSOLIDATED RESULTS OF OPERATIONS FOR
THE THREE MONTHS ENDED SEPTEMBER 30, 1999
REVENUE
Our revenue increased 17% to $29.4 million for the three months ended
September 30, 2000 from $25.1 million for the three months ended September 30,
1999. The breakdown of revenue by business group is as follows:
<TABLE>
<CAPTION>
CONSOLIDATED REVENUE CONSOLIDATED REVENUE
FOR THE THREE MONTHS FOR THE THREE MONTHS
ENDED SEPTEMBER 30, 1999 ENDED SEPTEMBER 30, 2000
------------------------ ------------------------
(IN MILLIONS)
<S> <C> <C>
REVENUE
CLEC Services.............. $ 11.6 $ 10.7
Data and Internet Services. 6.8 10.4
Long distance Services..... 3.1 4.1
Mobile Services............ 4.6 4.6
Eliminations............... (1.0) (0.4)
------ ------
TOTAL REVENUE................ $ 25.1 $ 29.4
</TABLE>
CLEC SERVICES. Revenue from CLEC Services decreased by 8% to $10.7 million
for the three months ended September 30, 2000 from $11.6 million for the three
months ended September 30, 1999.
21
<PAGE>
Revenue from the CLEC Services division of TeleRoss decreased by 25% to
$6.0 million for the three months ended September 30, 2000 from $8.0 million for
the three months ended September 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 the largest customer.
Revenue from the CLEC Services division of Golden Telecom BTS increased by
31% to $4.7 million for the three months ended September 30, 2000 from $3.6
million for the three months ended September 30, 1999. The increase in revenue
was mainly due to increased traffic revenue from other carriers and in part from
end-user customers.
DATA AND INTERNET SERVICES. Revenue from Data and Internet Services
increased by 53% to $10.4 million for the three months ended September 30, 2000
from $6.8 million for the three months ended September 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
Nevalink and Commercial Information Networks (KIS), although average monthly
revenue per dial-up subscriber has declined.
LONG DISTANCE SERVICES. Revenue from Long Distance Services increased by
32% to $4.1 million for the three months ended September 30, 2000 from $3.1
million for the three months ended September 30, 1999. There were increases in
long distance traffic and also recurring monthly fees and equipment revenue.
MOBILE SERVICES. Revenue from Mobile Services was level at $4.6 million for
the three months ended September 30, 2000 and for the three months ended
September 30, 1999. Although there has been a significant increase,
approximately 75%, in the number of active subscribers at Golden Telecom GSM,
since September 30, 1999, pricing competition has limited revenue growth.
Traffic related revenues increased as a percentage of revenue to 70% in the
three months ended September 30, 2000 from 65% in the three months ended
September 30, 1999. Golden Telecom GSM commenced operations in Odessa in early
August 2000, but this has had only a limited impact on the quarter's revenue.
EXPENSES
The following table shows our principal expenses for the three months ended
September 30, 2000 and September 30, 1999:
<TABLE>
<CAPTION>
CONSOLIDATED EXPENSES CONSOLIDATED EXPENSES
FOR THE THREE MONTHS FOR THE THREE MONTHS
ENDED SEPTEMBER 30, ENDED SEPTEMBER 30,
--------------------- ---------------------
1999 2000
---- ----
(IN MILLIONS)
<S> <C> <C>
COST OF REVENUE
CLEC Services..................... $ 3.2 $ 4.1
Data and Internet Services........ 4.5 5.1
Long distance Services............ 2.9 3.5
Mobile Services................... 1.2 1.0
Eliminations...................... (0.7) (0.4)
------- -------
TOTAL COST OF REVENUE........ 11.1 13.3
Selling, general and administrative. 10.9 12.0
Depreciation and amortization....... 7.5 8.2
Equity in earnings of ventures...... (0.3) (0.1)
Interest income..................... (0.8) (2.5)
Interest expense.................... 0.5 1.1
Foreign currency (gain) loss........ 0.7 (0.4)
Provision for income taxes.......... $ 1.7 $ 0.5
</TABLE>
22
<PAGE>
COST OF REVENUE
Our cost of revenue was 45% of revenue, or $13.3 million, for the three
months ended September 30, 2000 compared to 44% of revenue, or $11.1 million,
for the three months ended September 30, 1999.
CLEC SERVICES. Cost of revenue for CLEC Services was 38% of revenue, or
$4.1 million, for the three months ended September 30, 2000 compared to 28% of
revenue, or $3.2 million, for the three months ended September 30, 1999.
Cost of revenue for the CLEC Services division of TeleRoss was 32% of
revenue, or $1.9 million, for the three months ended September 30, 2000 compared
to 21% of revenue, or $1.7 million, for the three months ended September 30,
1999. The increase as a percentage of revenue resulted from settlements to other
operators not decreasing in line with the pricing concessions made to customers.
Cost of revenue for the CLEC Services division of Golden Telecom BTS was
47% of revenue, or $2.2 million, for the three months ended September 30, 2000,
compared to 42% of revenue, or $1.5 million, for the three months ended
September 30, 1999. The increase as a percentage of revenue was partly due to
reductions in tariffs, in response to competitive pressures, which were ahead of
the decrease in settlement costs paid to other operators. Also, the handling of
lower margin traffic from other carriers is becoming an increasing percentage of
the revenue mix.
DATA AND INTERNET SERVICES. Cost of revenue for Data and Internet Services
was 49% of revenue, or $5.1 million, for the three months ended September 30,
2000 compared to 66% of revenue, or $4.5 million, for the three months ended
September 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 for Long Distance Services was 85%
of revenue, or $3.5 million, for the three months ended September 30, 2000
compared to 94% of revenue, or $2.9 million, for the three months ended
September 30, 1999. The cost of revenue as a percentage of revenue decreased
because as revenue increases, fixed network provisioning costs decrease as a
percentage of revenue.
MOBILE SERVICES. Cost of revenue for Mobile Services was 22% of revenue, or
$1.0 million, for the three months ended September 30, 2000 compared to 26% of
revenue, or $1.2 million, for the three months ended September 30, 1999. The
cost of revenue decreased as a percentage of revenue, mainly because higher
margin traffic revenues increased as a percentage of the revenue mix.
SELLING, GENERAL AND ADMINISTRATIVE
Our selling, general and administrative expenses were 41% of revenue, or
$12.0 million, for the three months ended September 30, 2000 compared to 43% of
revenue, or $10.9 million, for the three months ended September 30, 1999.
Despite increases in expenses incurred relating to initiatives for our Internet
development and to the commencement of Golden Telecom GSM's operations in
Odessa, we achieved a decline in selling, general and administrative expenses as
a percentage of revenue.
DEPRECIATION AND AMORTIZATION
Our depreciation and amortization expenses increased by 9% to $8.2 million
for the three months ended September 30, 2000 from $7.5 million for the three
months ended September 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 $0.1 million for the three months ended September
30, 2000, and $0.3 million for the three months ended September 30, 1999. We
recognized earnings at Sovintel of $1.4 million for the three months ended
September 30, 2000, which more than offset our recognized losses at other
ventures. In the three months ended September 30, 1999, our recognized earnings
at Sovintel were $1.5 million. The losses attributable to the abandoned ventures
for the three months ended September 30, 1999 were $0.4 million.
23
<PAGE>
INTEREST INCOME
Our interest income was $2.5 million for the three months ended September
30, 2000 up from $0.8 million for the three months ended September 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 $1.1 million for the three months ended September
30, 2000 up from $0.5 million for the three months ended September 30, 1999. The
increase is due increased interest expense attributable to the debt owed to GTS
and Lucent Technologies, partially offset by reductions in the debt of the
operating companies.
FOREIGN CURRENCY (GAIN) LOSS
Our foreign currency gain was ($0.4) million for the three months ended
September 30, 2000, compared to a $0.7 million loss for the three months ended
September 30, 1999. The currency gain mainly reflects the appreciation of the
ruble relative to the US dollar. The 1999 currency loss mainly reflects the slow
decline in the value of the ruble relative to the US dollar during that year.
PROVISION FOR INCOME TAXES
We had a provision for income taxes of $0.5 million for the three months
ended September 30, 2000 compared to $1.7 million for three months ended
September 30, 1999. The decrease was largely 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 SEPTEMBER 30, 2000 COMPARED TO THE NON-CONSOLIDATED RESULTS OF
OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 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 decreased by 3% to $22.9 million for the three months
ended September 30, 2000 from $23.5 million, for the three months ended
September 30, 1999. Increases in traffic volumes were more than offset by
reductions in tariffs.
COST OF REVENUE
Sovintel's cost of revenue was 50% of revenue, or $11.5 million, for the
three months ended September 30, 2000 compared to 52% of revenue, or $12.3
million, for the three months ended September 30, 1999. The decrease in
percentage of revenue was primarily a result of lower international and domestic
settlement rates paid to other operators.
SELLING, GENERAL AND ADMINISTRATIVE
Sovintel's selling, general and administrative expenses and non-income
taxes were 17% of revenue, or $4.1 million, for both the three months ended
September 30, 2000 and for the three months ended September 30, 1999.
24
<PAGE>
CONSOLIDATED RESULTS -- CONSOLIDATED RESULTS OF OPERATIONS FOR THE NINE MONTHS
ENDED SEPTEMBER 30, 2000 COMPARED TO THE CONSOLIDATED RESULTS OF OPERATIONS FOR
THE NINE MONTHS ENDED SEPTEMBER 30, 1999
REVENUE
Our revenue increased by 11% to $80.6 million for the nine months ended
September 30, 2000 from $72.5 million for the nine months ended September 30,
1999. The breakdown of revenue by business group was as follows:
<TABLE>
<CAPTION>
CONSOLIDATED REVENUE CONSOLIDATED REVENUE
FOR THE NINE MONTHS FOR THE NINE MONTHS
ENDED SEPTEMBER 30, ENDED SEPTEMBER 30,
-------------------- --------------------
1999 2000
---- ----
(IN MILLIONS)
<S> <C> <C>
REVENUE
CLEC Services.............. $ 33.4 $ 30.1
Data and Internet Services. 19.3 28.1
Long distance Services..... 8.7 10.4
Mobile Services............ 13.2 13.2
Eliminations............... (2.1) (1.2)
------- -------
TOTAL REVENUE................ $ 72.5 $ 80.6
</TABLE>
CLEC SERVICES. Revenue from CLEC Services decreased by 10% to $30.1 million
for the nine months ended September 30, 2000 from $33.4 million for the nine
months ended September 30, 1999.
Revenue from the CLEC Services division of TeleRoss decreased by 23% to
$18.1 million for the nine months ended September 30, 2000 from $23.5 million
for the nine months ended September 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 the largest customer.
Revenue from the CLEC Services division of Golden Telecom BTS increased by
21% to $12.0 million for the nine months ended September 30, 2000 from $9.9
million for the nine months ended September 30, 1999. The increase in revenue
was due to an increase in monthly recurring revenue and increases in traffic
revenue from other carriers and in part from end-user customers.
DATA AND INTERNET SERVICES. Revenue from Data and Internet Services
increased by 46% to $28.1 million for the nine months ended September 30, 2000
from $19.3 million for the nine months ended September 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), although average monthly revenue per
dial-up subscriber has declined.
LONG DISTANCE SERVICES. Revenue from Long Distance Services increased by
20% to $10.4 million for the nine months ended September 30, 2000 from $8.7
million for the nine months ended September 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 $13.2
million for the nine months ended September 30, 2000 and for the nine months
ended September 30, 1999. Although there has been a significant increase,
approximately 75%, in the number of active subscribers at Golden Telecom GSM,
since September 30, 1999, pricing competition has limited revenue growth.
Traffic related revenues increased as a percentage of revenue to 67% in the nine
months ended September 30, 2000 from 64% in the nine months ended September 30,
1999. Golden Telecom GSM commenced operations in Odessa in early August 2000,
but this had only a limited impact on the period's revenue.
25
<PAGE>
EXPENSES
The following table shows our principal expenses for the nine months ended
September 30, 2000 and September 30, 1999:
<TABLE>
<CAPTION>
CONSOLIDATED EXPENSES CONSOLIDATED EXPENSES
FOR THE NINE MONTHS FOR THE NINE MONTHS
ENDED SEPTEMBER 30, ENDED SEPTEMBER 30,
--------------------- ---------------------
1999 2000
------ ------
(IN MILLIONS)
<S> <C> <C>
COST OF REVENUE
CLEC Services..................... $ 9.5 $ 10.7
Data and Internet Services........ 11.9 14.2
Long distance Services............ 6.8 8.6
Mobile Services................... 3.3 3.1
Eliminations...................... (1.7) (1.2)
------- -------
TOTAL COST OF REVENUE........ 29.8 35.4
Selling, general and administrative. 30.0 33.0
Depreciation and amortization....... 21.5 23.1
Equity in losses of ventures........ 4.9 1.0
Interest income..................... (1.7) (7.4)
Interest expense.................... 1.7 2.5
Foreign currency loss............... 1.5 0.0
Other non-operating expense......... 0.0 0.1
Provision for income taxes.......... $ 6.0 $ 0.6
</TABLE>
COST OF REVENUE
Our cost of revenue was 44% of revenue, or $35.4 million for the nine
months ended September 30, 2000 compared to 41% of revenue, or $29.8 million,
for the nine months ended September 30, 1999.
CLEC SERVICES. Cost of revenue for CLEC Services was 36% of revenue, or
$10.7 million, for the nine months ended September 30, 2000 compared to 28% of
revenue, or $9.5 million, for the nine months ended September 30, 1999.
Cost of revenue for the CLEC Services division of TeleRoss was 29% of
revenue, or $5.2 million, for the nine months ended September 30, 2000 compared
to 22% of revenue, or $5.2 million, for the nine months ended September 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.
Cost of revenue for the CLEC Services division of Golden Telecom BTS was
46% of revenue, or $5.5 million, for the nine months ended September 30, 2000
compared to 43% of revenue, or $4.3 million, for the nine months ended September
30, 1999. Cost of revenue increased as a percentage of revenue due to the
reduction in tariffs in response to competitive pressures not being fully offset
by the decrease in settlement costs paid to other operators. Also, the handling
of lower margin traffic from other carriers is becoming an increasing percentage
of the revenue mix.
DATA AND INTERNET SERVICES. Cost of revenue for Data and Internet Services
was 51% of revenue, or $14.2 million, for the nine months ended September 30,
2000 compared to 62% of revenue, or $11.9 million, for the nine months ended
September 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 for Long Distance Services was 83%
of revenue, or $8.6 million, for the nine months ended September 30, 2000
compared to 78% of revenue, or $6.8 million, for the nine months ended September
30, 1999. The cost of revenue as a percentage of revenue increased as settlement
rates paid to the other carriers did not decrease as quickly as our
long-distance tariffs.
26
<PAGE>
MOBILE SERVICES. Cost of revenue for Mobile Services was 24% of revenue, or
$3.1 million, for the nine months ended September 30, 2000 compared to 25% of
revenue, or $3.3 million, for the nine months ended September 30, 1999. The cost
of revenue decreased as a percentage of revenue, mainly because higher margin
traffic revenues increased as a percentage of the revenue mix.
SELLING, GENERAL AND ADMINISTRATIVE
Our selling, general and administrative expenses were 41% of revenue, or
$33.0 million, for the nine months ended September 30, 2000 compared to 41% of
revenue, or $30.0 million, for the nine months ended September 30, 1999. Despite
increases in expenses incurred relating to initiatives for our Internet
Development and to the commencement of Golden Telecom GSM's operations in
Odessa, we were able to maintain our selling, general and administrative
expenses as a percentage of revenue.
DEPRECIATION AND AMORTIZATION
Our depreciation and amortization expenses increased by 7% to $23.1 million
for the nine months ended September 30, 2000 from $21.5 million for the nine
months ended September 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 $1.0 million for the nine months ended September
30, 2000, and $4.9 million for the nine months ended September 30, 1999. We
recognized earnings at Sovintel of $3.6 million for the nine months ended
September 30, 2000, which partially offset our recognized losses at other
ventures. In the nine months ended September 30, 1999, our recognized earnings
at Sovintel were $2.2 million. There were significant losses at our
non-consolidated ventures in the nine months ended September 30, 1999 due to the
effects of the August 1998 Russian financial crisis. The losses attributable to
the abandoned ventures for the nine months ended September 30, 1999 were $2.1
million.
INTEREST INCOME
Our interest income was $7.4 million for the nine months ended September
30, 2000 up from $1.7 million for the nine months ended September 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 $2.5 million for the nine months ended September
30, 2000 up from $1.7 million for the nine months ended September 30, 1999. The
increase is due to increased interest expense attributable to debt owed to GTS
and Lucent Technologies, partially offset by reductions in the debt of operating
companies.
FOREIGN CURRENCY LOSS
Our foreign currency loss was negligible for the nine months ended
September 30, 2000, compared to a $1.5 million loss for the nine months ended
September 30, 1999. This decreased loss mainly reflects the relative stability
of the value of the ruble relative to the US dollar.
OTHER NON-OPERATING EXPENSE
Our other non-operating expense was $0.1 million for the nine months ended
September 30, 2000 due to losses on certain fixed assets disposals by our
operating companies. No other non-operating expense was recorded in the nine
months ended September 30, 1999.
PROVISION FOR INCOME TAXES
We had a provision for income taxes of $0.6 million for the nine months
ended September 30, 2000, compared to $6.0 million for nine months ended
September 30, 1999. The decrease was largely due to the merger of TCM into the
TeleRoss operating company
27
<PAGE>
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 NINE
MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO THE NON-CONSOLIDATED RESULTS OF
OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 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 decreased slightly to $68.2 million for the nine months
ended September 30, 2000 from $68.5 million, for the nine months ended September
30, 1999. The decrease was mainly due to reductions in tariffs which were
largely offset by increases in traffic.
COST OF REVENUE
Sovintel's cost of revenue was 52% of revenue, or $35.5 million, for the
nine months ended September 30, 2000 compared to 56% of revenue, or $38.6
million, for the nine months ended September 30, 1999. The decrease as a
percentage of revenue was primarily the 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 September 1999 to the end of September
2000.
SELLING, GENERAL AND ADMINISTRATIVE
Sovintel's selling, general and administrative expenses and non-income
taxes remained flat at 18% of revenue, or $12.4 million, for the nine months
ended September 30, 2000 compared to the nine months ended September 30, 1999.
28
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
Our cash and cash equivalents were $132.1 million and $162.7 million as of
September 30, 2000 and December 31, 1999, respectively. Our restricted cash was
$24.0 million and $20.3 million as of September 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 nine months ended September 30, 2000, we had net cash inflows of
$16.1 million from our operating activities. During the nine months ended
September 30, 1999, we had net cash inflows of $5.1 million from our operating
activities. This increase in net cash inflows from operating activities at
September 30, 2000 is largely due to the improvement in our net loss. We used
cash of $48.6 million and $17.9 million for investing activities, which were
principally attributable to building our telecommunications networks and
acquisitions, for the nine months ended September 30, 2000 and 1999,
respectively. The network investing activities in the nine months ended
September 30, 2000 includes STM-4 capacity between Moscow and Stockholm and the
GSM network build out in Odessa, Ukraine.
We had working capital of $108.7 million as of September 30, 2000 and $132.5
million as of December 31, 1999. At September 30, 2000, we had total debt of
approximately $29.8 million, of which $3.0 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 September 30, 2000 and December 31, 1999,
$11.0 million of our long-term debt, including the current portion, was at fixed
rates.
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.
Prepayments were made to the lessor in April 2000 and August 2000. These
prepayments have been offset against the lease obligation in the financial
statements of the Company.
Some of our operating companies have received debt financing through direct
loans from affiliated companies. In addition, certain operating companies have
borrowed funds under a $22.7 million back-to-back, seven-year credit facility
from a Western-owned bank licensed to operate in Russia. Under this facility, we
provide full cash collateral, held in London and recorded on our balance sheet
as restricted cash, for onshore loans made by the bank to our Russian registered
joint ventures. In a second, similar facility, we provide full cash collateral
for a $10.0 million short term back-to-back, revolving, credit facility from the
same bank for two of our larger Russian operating companies. These two
facilities replaced the previous $30 million back to back facility that expired
on September 30, 2000. The funding level as of September 30, 2000 for all these
facilities totaled $21.2 million, of which $11.8 million was funded to our
consolidated subsidiaries, $7.8 was funded to our affiliates and $1.6 million
assumed from our non-consolidated abandoned cellular properties.
In July 2000, we committed to the following three acquisitions which will
require approximately $30 million in cash plus the issuance of shares in our
common stock. We 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. This investment transaction closed in
October 2000, with all payments expected to made prior to the end of 2000.
In July 2000, we 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 41,922
shares in our common stock. Our proposed acquisition of JSC Nursat has been
challenged by the Kazakhstan government. We are pursuing various options
relating to the acquisition of an ownership interest in JSC Nursat and are
continuing our discussions with Kazakh state officials.
In July 2000, we entered into an agreement to acquire the Agama family of
Russian Web properties for $12.5 million in cash and the issuance of 399,872
shares of our common stock. The Agama family of Russian Web properties include
Aport, Atrus ("@Rus") and Omen. This transaction is expected to close in the
fourth quarter of 2000.
29
<PAGE>
In September 2000, we entered into an agreement to acquire 18 percent of
MCT in exchange for the Company's 100 percent ownership of Vostok Mobile B.V., a
Netherlands registered private limited holding company that owns our Russian
mobile operations. Initially, we will acquire 24 percent of the outstanding
common stock of MCT and we expect to be later diluted to 18 percent as a result
of MCT's currently contemplated equity offering. As part of the transaction, we
also acquired $9.0 million of MCT debt convertible into equity securities for
cash. We expect to close this transaction in the fourth quarter of 2000, subject
to regulatory approval and due diligence.
Golden Telecom (Ukraine) entered, into a 4-year supplier loan agreement
with Siemens AG ("Siemens Loan Agreement") whereby Siemens AG provided to Golden
Telecom (Ukraine) a loan of $3.4 million for the purchase from Siemens AG of
network equipment and services for use in the GSM 1800 Network in Odessa,
Ukraine, deployed in the third quarter of 2000. In accordance with the terms of
the Siemens Loan Agreement, Golden Telecom (Ukraine) is required to make eight
semi-annual payments plus accrued interest beginning May 15, 2001. The agreement
carries interest at a rate equal to the six month United States Dollar LIBOR
plus 4.9%. The Siemens Loan Agreement became effective with the execution of a
payment Guarantee by Golden Telecom, Inc. in October 2000.
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 the future, we may execute especially large or numerous acquisitions,
inside and outside of the CIS, which may require us to raise additional funds
through a dilutive equity issuance, through additional borrowings with
collaterization and through the divestment of non-core assets. In the case
these especially large or numerous acquisitions do not materialize, we expect
our current sources of funding, including the net proceeds from our IPO and
the related investment, to finance our capital requirements for the next 12
to 15 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.
Although we have achieved positive cash flow from operations, we cannot
assure you that our operations will sustain positive operating cash flow or
achieve operating profitability 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
In September 2000, Golden Telecom, Inc. issued a $9.0 million convertible
loan to MCT in connection with the agreement to acquire an ownership interest in
MCT. This convertible loan has a term of 13 months and a fixed interest rate of
13 percent per annum.
Our interest income and expense are most sensitive to changes in the
general level of U.S. interest rates. In this regard, changes in U.S. interest
rates affect the interest earned on our cash equivalents and short-term
investments as well as interest paid on debt. Fair value of the debt obligation
approximates total value at September 30, 2000.
30
<PAGE>
The following table provides information about our investment in a
convertible loan made since December 31, 1999, by date of maturity, that is
subject to interest rate changes.
<TABLE>
<CAPTION>
(In thousands) 2000 2001 2002 2003 2004 THEREAFTER TOTAL
------- ------- ------- ------- ------- ---------- ------
<S> <C> <C> <C> <C> <C> <C> <C>
Long-term note receivable,
including current
Portion Fixed rate........ $ -- $ 9,000 $ -- $ -- $ -- $ -- $9,000
Average interest rate..... -- 13.0% -- -- -- -- 13.0%
</TABLE>
31
<PAGE>
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a.) Exhibits
<TABLE>
<CAPTION>
Designation Description
----------- -------------------
<S> <C>
27 Financial Data Schedule
</TABLE>
b) Reports on Form 8-K
<TABLE>
<CAPTION>
Date of Report Subject of Report
-------------- -----------------------
<S> <C>
September 19, 2000 Announcement of the election of
Robert J. Amman to the positions of
Director and Chairman of the Board.
Agree to acquire 18 percent of
MCT Corp. in exchange of the 100
percent ownership of Vostok
Mobile B.V.
GTS, the Company's approximately 63
percent shareholder announced on SEC
Form 8-K that it will require $250
million in additional financing to be
fully-funded through 2001 and that
such requirement may lead it to
divest its holdings in GTI.
</TABLE>
32
<PAGE>
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: November 14, 2000
33
