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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, 2002
(COMMISSION FILE NUMBER: 0-27423)
GOLDEN TELECOM, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 51-0391303
(State of incorporation) (I.R.S. Employer Identification No.)
REPRESENTATION OFFICE GOLDEN TELESERVICES, INC.
12 TRUBNAYA ULITSA
MOSCOW, RUSSIA 103045
(Address of principal executive office)
(011-7-501) 797-9300
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrants were required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [X] No [ ]
At November 12, 2002 there were 26,880,892 outstanding shares of common
stock of the registrant.
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TABLE OF CONTENTS
PAGE
PART I. FINANCIAL INFORMATION
Item 1 Condensed consolidated Financial Statements of
Golden Telecom, Inc. (unaudited)......................................... 3
Condensed Consolidated Balance Sheets as of December 31, 2001 and
September 30, 2002....................................................... 4
Condensed Consolidated Statements of Operations for the Three and Nine
Months Ended September 30, 2001 and 2002................................. 5
Condensed Consolidated Statements of Cash Flows for the Nine Months
Ended September 30, 2001 and 2002........................................ 6
Notes to Condensed Consolidated Financial Statements..................... 7
Item 2 Management's Discussion and Analysis of Financial Condition and Results
of Operations *.......................................................... 18
Item 4 Controls and Procedures.................................................. 32
PART II. OTHER INFORMATION
Item 2 Changes in Securities and Use of Proceeds................................ 34
Item 4 Submission of Matters to a Vote of Security Holders...................... 34
Item 6 Exhibits and Reports on Form 8-K......................................... 34
Signatures............................................................................ 36
Certifications........................................................................ 37
* Please refer to the special note regarding forward-looking statements in
this section.
2
PART I. FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF GOLDEN TELECOM, INC.
GOLDEN TELECOM, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
DECEMBER 31, SEPTEMBER 30,
------------ -------------
2001 2002
(AUDITED) (UNAUDITED)
ASSETS
CURRENT ASSETS
Cash and cash equivalents ................................ $ 37,404 $ 65,527
Investments available for sale ........................... 8,976 --
Accounts receivable, net ................................. 21,875 47,026
Prepaid expenses ......................................... 6,356 8,388
Other current assets ..................................... 10,124 13,656
-------- --------
TOTAL CURRENT ASSETS ....................................... 84,735 134,597
Property and equipment, net of accumulated depreciation of
$49,263 and $63,579 at December 31, 2001 and September 30,
2002, respectively ....................................... 98,590 162,878
Investments in and advances to ventures .................... 45,981 754
Goodwill and intangible assets:
Goodwill, net of accumulated amortization of $51,213 as of
December 31, 2001 ....................................... 18,723 69,544
Intangible assets, net of accumulated amortization
of $7,614 and $12,003 at December 31, 2001 and
September 30, 2002, respectively ......................... 38,423 57,726
-------- --------
Net goodwill and intangible assets ...................... 57,146 127,270
Restricted cash ............................................ 3,369 1,508
Other non-current assets ................................... 10,563 10,079
-------- --------
TOTAL ASSETS ............................................... $300,384 $437,086
======== ========
See notes to condensed consolidated financial statements.
3
GOLDEN TELECOM, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
DECEMBER 31, SEPTEMBER 30,
------------ -------------
2001 2002
(AUDITED) (UNAUDITED)
--------- -----------
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses ......................... $ 27,327 $ 52,847
Debt maturing within one year ................................. 9,869 1,747
Current capital lease obligation .............................. 1,618 1,734
Due to affiliates and related parties ......................... 180 17,026
Other current liabilities ..................................... 9,731 8,905
--------- ---------
TOTAL CURRENT LIABILITIES ....................................... 48,725 82,259
Long-term debt, less current portion ............................ 3,337 2,439
Long-term capital lease obligation, less current portion ........ 7,396 6,081
Related party long-term debt, less current portion .............. -- 30,000
Other non-current liabilities ................................... 14,115 21,895
--------- ---------
TOTAL LIABILITIES ............................................... 73,573 142,674
Minority interest ............................................... 5,967 2,076
SHAREHOLDERS' EQUITY
Preferred stock, $0.01 par value (10,000,000 shares authorized;
none issued and outstanding at December 31, 2001 and
September 30, 2002) ........................................ -- --
Common stock, $0.01 par value (100,000,000 shares authorized;
24,790,098 shares issued and 22,517,371 shares outstanding
at December 31, 2001 and 29,112,675 shares issued and
26,839,948 shares outstanding at September 30, 2002) ...... 248 291
Treasury stock, at cost ....................................... (25,000) (25,000)
Additional paid-in capital .................................... 414,407 469,017
Accumulated deficit ........................................... (168,811) (151,972)
--------- ---------
TOTAL SHAREHOLDERS' EQUITY ...................................... 220,844 292,336
--------- ---------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY ...................... $ 300,384 $ 437,086
========= =========
See notes to condensed consolidated financial statements.
4
GOLDEN TELECOM, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------------ ------------------------
2001 2002 2001 2002
--------- --------- --------- ---------
REVENUE:
Telecommunication services ..................... $ 34,037 $ 43,132 $ 93,993 $ 113,596
Revenue from related parties ................... 3,030 3,244 9,285 8,347
--------- --------- --------- ---------
TOTAL REVENUE .................................... 37,067 46,376 103,278 121,943
OPERATING COSTS AND EXPENSES:
Access and network services .................... 16,923 21,617 47,589 54,543
Selling, general and administrative ............ 12,787 10,792 38,293 30,716
Depreciation and amortization .................. 10,513 7,318 30,646 19,568
--------- --------- --------- ---------
TOTAL OPERATING COSTS AND EXPENSES ............... 40,223 39,727 116,528 104,827
--------- --------- --------- ---------
INCOME (LOSS) FROM OPERATIONS .................... (3,156) 6,649 (13,250) 17,116
OTHER INCOME (EXPENSE):
Equity in earnings of ventures ................. 2,441 3,294 5,183 3,781
Interest income ................................ 432 365 2,968 1,207
Interest expense ............................... (455) (498) (1,726) (1,425)
Foreign currency losses ........................ (53) (119) (361) (626)
Minority interest .............................. (43) (182) (46) (409)
--------- --------- --------- ---------
TOTAL OTHER INCOME (EXPENSE) ..................... 2,322 2,860 6,018 2,528
--------- --------- --------- ---------
Income (loss) before income taxes ................ (834) 9,509 (7,232) 19,644
Income taxes ..................................... 1,039 1,630 2,085 3,779
--------- --------- --------- ---------
Income (loss) before cumulative effect of
a change in accounting principle ............ (1,873) 7,879 (9,317) 15,865
Cumulative effect of a change in accounting
principle, net of tax effect of $0 .......... -- -- -- 974
--------- --------- --------- ---------
NET INCOME (LOSS) ................................ $ (1,873) $ 7,879 $ (9,317) $ 16,839
========= ========= ========= =========
Basic earnings (loss) per share of common stock:
Income (loss) before cumulative effect of
a change in accounting principle ....... $ (0.08) $ 0.32 $ (0.39) $ 0.69
Cumulative effect of a change in
accounting principle ................... -- -- -- 0.04
--------- --------- --------- ---------
Net income (loss) per share -- basic ....... $ (0.08) $ 0.32 $ (0.39) $ 0.73
========= ========= ========= =========
Weighted average common shares - basic ........... 22,942 24,251 24,014 23,152
========= ========= ========= =========
Diluted earnings (loss) per share of common stock:
Income (loss) before cumulative effect of
a change in accounting principle ....... $ (0.08) $ 0.32 $ (0.39) $ 0.67
Cumulative effect of a change in
accounting principle ................... -- -- -- 0.04
--------- --------- --------- ---------
Net income (loss) per share - diluted ...... $ (0.08) $ 0.32 $ (0.39) $ 0.71
========= ========= ========= =========
Weighted average common shares - diluted ......... 22,942 24,666 24,014 23,603
========= ========= ========= =========
See notes to condensed consolidated financial statements.
5
GOLDEN TELECOM, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
NINE MONTHS ENDED SEPTEMBER 30,
-------------------------------
2001 2002
-------- --------
OPERATING ACTIVITIES:
Net income (loss) ......................................... $ (9,317) $ 16,839
Adjustments to Reconcile Net Income (Loss) to Net Cash
Provided by
Operating Activities:
Depreciation .............................................. 13,364 15,655
Amortization .............................................. 17,282 3,913
Equity in earnings of ventures, net of dividends received . (5,183) (3,781)
Foreign currency losses ................................... 361 626
Cumulative effect of a change in accounting principle ..... -- (974)
Other ..................................................... 1,231 1,101
Changes in assets and liabilities:
Accounts receivable .................................... 162 (3,791)
Accounts payable and accrued expenses .................. 4,726 (1,026)
Other changes in assets and liabilities ................ (3,504) 279
-------- --------
NET CASH PROVIDED BY OPERATING ACTIVITIES ................... 19,122 28,841
INVESTING ACTIVITIES:
Purchases of property and equipment and intangible assets . (23,553) (16,575)
Acquisitions, net of cash acquired ........................ (34,597) (5,357)
Cash received from escrow account ......................... -- 3,000
Restricted cash ........................................... (1,341) 1,884
Proceeds from investments available for sale .............. 54,344 10,976
Purchases of investments available for sale ............... -- (2,000)
Loan received from equity investee ........................ -- 9,973
Other investing ........................................... 2,173 4,044
-------- --------
NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES ......... (2,974) 5,945
FINANCING ACTIVITIES:
Proceeds from debt ........................................ 1,400 --
Repayments of debt ........................................ (7,030) (9,020)
Purchase of treasury stock ................................ (25,000) --
Exercise of stock options ................................. -- 3,786
Other financing ........................................... (274) (1,199)
-------- --------
NET CASH USED IN FINANCING ACTIVITIES ....................... (30,904) (6,433)
Effect of exchange rate changes on cash and cash equivalents (150) (230)
-------- --------
Net increase in cash and cash equivalents ................... (14,906) 28,123
Cash and cash equivalents at beginning of period ............ 57,889 37,404
-------- --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD .................. $ 42,983 $ 65,527
======== ========
See notes to condensed consolidated financial statements.
6
GOLDEN TELECOM, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. FINANCIAL PRESENTATION AND DISCLOSURES
Golden Telecom, Inc. ("GTI", "Golden Telecom" or the "Company") is a
provider of a broad range of telecommunication services to businesses, other
telecommunication service providers and consumers. The Company provides these
services through its operation of voice, Internet and data networks,
international gateways, local access and various value-added services in the
Commonwealth of Independent States ("CIS"), primarily in Russia, and through its
fixed line and mobile operation in Ukraine.
The financial statements included herein are unaudited and have been
prepared in accordance with generally accepted accounting principles in the
United States of America ("US GAAP") for interim financial reporting and United
States Securities and Exchange Commission ("SEC") regulations. Certain
information and footnote disclosures normally included in complete financial
statements prepared in accordance with US GAAP and SEC rules and regulations
have been condensed or omitted pursuant to such US GAAP and SEC rules and
regulations. In the opinion of management, the financial statements reflect all
adjustments of a normal and recurring nature necessary to present fairly the
Company's financial position, results of operations and cash flows for the
interim periods. These financial statements should be read in conjunction with
the Company's 2001 audited consolidated financial statements and the notes
related thereto. The results of operations for the three and nine months ended
September 30, 2002 may not be indicative of the operating results for the full
year.
2. POLICIES AND PROCEDURES
Comprehensive income (loss)
For the three and nine months ended September 30, 2001 and 2002,
comprehensive income (loss) for the Company is equal to net income (loss).
New Accounting Standards
In June 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standard ("SFAS") No. 141, "Business
Combinations", and No. 142, "Goodwill and Other Intangible Assets", effective
for fiscal years beginning after December 15, 2001. Under the new rules,
goodwill and intangible assets deemed to have indefinite lives are no longer
amortized but are subject to annual impairment tests in accordance with SFAS No.
142. Other intangible assets continue to be amortized over their useful lives.
Impairment losses that arise due to the initial application of this standard are
reported as a cumulative effect of a change in accounting principle. The Company
has adopted SFAS No. 141, "Business Combinations" which was effective for
business combinations consummated after June 30, 2001. The Company adopted SFAS
No. 142, "Goodwill and Other Intangible Assets" on January 1, 2002 and
discontinued amortization of goodwill as of such date.
The Company completed the transitional impairment test for existing goodwill
as of January 1, 2002 during the second quarter of 2002. Based on comparison of
the carrying amounts of the Company's reporting units with the fair values of
the reporting units, the Company determined that no goodwill was impaired as of
that date. Fair values of the reporting units were established using the
discounted cash flow method.
7
GOLDEN TELECOM, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(UNAUDITED)
Upon the adoption of SFAS No. 142, the Company recorded a cumulative effect
of a change in accounting principle for negative goodwill (deferred credit)
arising on the Company's equity method investments in the amount of $1.0
million. The impact of non-amortization of goodwill on the Company's net income
for the three and nine months ended September 30, 2002 was a $3.0 million and
$8.9 million increase, respectively or $0.12 and $0.38 per share of common stock
- -- basic, respectively. The Company also reclassified to other intangible assets
approximately $1.3 million previously classified as goodwill. Amortization
expense for goodwill for the three and nine months ended September 30, 2001 was
$3.5 million and $10.9 million, respectively. Amortization expense for
intangible assets for the three and nine months ended September 30, 2002 was
$1.7 million and $3.9 million, respectively. Amortization expense for the
succeeding five years is expected to be as follows: 2002 - $6.4 million, 2003 -
$10.0 million, 2004 - $9.1 million, 2005 - $8.2 million, and 2006 - $7.6
million. The total gross carrying value and accumulated amortization of the
Company's intangible assets by major intangible asset class is as follows:
AS OF AS OF
DECEMBER 31, 2001 SEPTEMBER 30, 2002
----------------- ------------------
(IN THOUSANDS)
ACCUMULATED ACCUMULATED
----------- -----------
COST AMORTIZATION COST AMORTIZATION
---- ------------ ---- ------------
Amortized intangible assets:
Telecommunications service contracts............... $ 29,956 $ (3,475) $ 48,022 $ (5,319)
Contract-based customer relationships.............. 3,867 (216) 8,322 (411)
Licenses........................................... 2,854 (839) 3,120 (1,140)
Other intangible assets............................ 9,360 (3,084) 10,265 (5,133)
--------- ---------- -------- ----------
Total............................................ $ 46,037 $ (7,614) $ 69,729 $ (12,003)
========= ========== ======== ==========
Other intangible assets, includes software, Internet software and related
content, as well as other intangible assets.
As of December 31, 2001 the Company's goodwill by reportable business
segment, after the $1.3 million reclassification discussed above, was as
follows: Competitive Local Exchange Carrier ("CLEC") $15.5 million; and Data &
Internet $1.9 million. As of September 30, 2002 the Company's goodwill by
reportable business segment is as follows: CLEC $67.6 million; and Data &
Internet $1.9 million.
The pro forma impact on net loss and net loss per share for the nine months
ended September 30, 2001 compared to actual results for the nine months ended
September 30, 2002 is as follows:
NINE MONTHS ENDED
SEPTEMBER 30,
2001 2002
-------- --------
(IN THOUSANDS, EXCEPT PER
SHARE DATA)
Reported net income (loss) ............................... $ (9,317) $ 16,839
Goodwill amortization .................................... 10,865 --
Negative goodwill amortization on equity investee ........ (186) --
-------- --------
Adjusted net income ...................................... $ 1,362 $ 16,839
======== ========
Basic net income (loss) per share:
Reported net income (loss) ............................... $ (0.39) $ 0.73
Goodwill amortization .................................... 0.45 --
Negative goodwill amortization on equity investee ........ (0.01) --
-------- --------
Adjusted net income per share ............................ $ 0.05 $ 0.73
======== ========
Diluted net income (loss) per share:
Reported net income (loss) ............................... $ (0.39) $ 0.71
Goodwill amortization .................................... 0.45 --
Negative goodwill amortization on equity investee......... (0.01) --
-------- --------
Adjusted net income per share ............................ $ 0.05 $ 0.71
======== ========
8
GOLDEN TELECOM, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(UNAUDITED)
In August 2001, the FASB issued SFAS No. 143, "Accounting for Asset
Retirement Obligations." This statement deals with the costs of closing
facilities and removing assets. SFAS No. 143 requires entities to record the
fair value of a legal liability for an asset retirement obligation in the period
it is incurred. This cost is initially capitalized and amortized over the
remaining life of the asset. Once the obligation is ultimately settled, any
difference between the final cost and the recorded liability is recognized as a
gain or loss on disposition. SFAS No. 143 is effective for years beginning after
June 15, 2002. The Company is currently evaluating the impact the pronouncement
will have on future consolidated financial statements.
In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment
or Disposal of Long-Lived Assets." This statement addresses financial accounting
and reporting for the impairment or disposal of long-lived assets and supersedes
SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed Of," and the accounting and reporting
provisions of Accounting Principles Board Opinion No. 30, "Reporting the Results
of Operations -- Reporting the Effects of Disposal of a Segment of a Business,
and Extraordinary, Unusual and Infrequently Occurring Events and Transactions,"
for the disposal of a segment of a business (as previously defined in that
opinion). This statement also amends Accounting Research Bulletin No. 51,
"Consolidated Financial Statements", to eliminate the exception to consolidation
for a subsidiary for which control is likely to be temporary. The provisions of
the statement became effective for financial statements issued for fiscal years
beginning after December 15, 2001. The Company adopted this new standard from
January 1, 2002. The adoption of the pronouncement did not have an effect on the
Company's results of operations or financial position.
In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements
No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical
Corrections." This statement rescinds SFAS No. 4, "Reporting Gains and Losses
from Extinguishments of Debt," and an amendment of that Statement, SFAS No. 64,
"Extinguishments of Debt Made to Satisfy Sinking-Fund Requirements." This
statement also rescinds SFAS No. 44, "Accounting for Intangible Assets of Motor
Carriers." This statement amends SFAS No. 13, "Accounting for Leases", to
eliminate an inconsistency between the required accounting for sale-lease-back
transactions. This statement also amends other existing authoritative
pronouncements to make various technical corrections, clarify meanings, or
describe their applicability under changed conditions. The provisions of this
statement became effective for financial statements issued on or after May 15,
2002. The Company adopted this new standard from May 15, 2002. The adoption of
the pronouncement did not have an effect on the Company's results of operations
or financial position.
In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities," which requires that a liability for a cost
associated with an exit or disposal activity be recognized when the liability is
incurred. This statement nullifies Emerging Issues Task Force No. 94-3,
"Liability Recognition for Certain Employee Termination Benefits and Other Costs
to Exit an Activity (including Certain Costs Incurred in a Restructuring," which
required that a liability for an exit cost be recognized upon the entity's
commitment to an exit plan. SFAS No. 146 is effective for exit or disposal
activities that are initiated after December 31, 2002. The adoption of the
provisions of SFAS No. 146 is not expected to have a material impact on the
Company's results of operations, financial position or cash flow.
3. NET EARNINGS (LOSS) PER SHARE
The Company's net loss per share calculation (basic and diluted) at
September 30, 2001 is based upon the Company's weighted average common shares
outstanding. There are no reconciling items in the numerator or denominator of
the Company's net loss per share calculation at September 30, 2001. Warrants and
stock options have been excluded from the net loss per share calculation at
September 30, 2001 because their effect would have been antidilutive.
Basic earnings per share at September 30, 2002 is computed on the basis of
the weighted average number of common shares outstanding. Diluted earnings per
share at September 30, 2002 is computed on the basis of the weighted average
number of common shares outstanding plus the effect of outstanding employee
stock options using the "treasury stock" method.
9
GOLDEN TELECOM, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(UNAUDITED)
The components of basic and diluted earnings per share were as follows:
THREE MONTHS NINE MONTHS
------------ -----------
ENDED ENDED
----- -----
SEPTEMBER 30, SEPTEMBER 30,
------------- -------------
2002 2002
---- ----
(IN THOUSANDS, EXCEPT EARNINGS
PER SHARE)
Income before cumulative effect of a change in accounting principle ............ $ 7,879 $15,865
======= =======
Weighted average outstanding of:
Common stock shares .......................................................... 24,251 23,152
Dilutive effect of:
Employee stock options ....................................................... 415 451
------- -------
Common stock and common stock equivalents ...................................... 24,666 23,603
======= =======
Earnings per share before cumulative effect of a change in accounting principle:
Basic ........................................................................ $ 0.32 $ 0.69
======= =======
Diluted ...................................................................... $ 0.32 $ 0.67
======= =======
4. INVESTMENT TRANSACTIONS
In August 2002, the Company acquired approximately 31% of Golden Telecom
(Ukraine) ("GTU") for cash consideration of approximately $5.2 million,
including $3.7 million recorded as a liability and payable over eight quarters,
net of $0.3 million discount. The Company now owns 100% of GTU. The acquisition
was accounted for as a purchase business combination under US GAAP. The
Company's interim financial statements reflect the preliminary allocation of the
purchase price, and as such, the Company has recorded approximately $1.8 million
of contract-based customer relationship intangible assets that will be amortized
over a period of approximately 5 years. There was no goodwill recorded as a
result of this transaction.
In September 2002, subsidiaries of the Company completed the acquisition of
50% of EDN Sovintel LLC ("Sovintel") that the Company did not own from Open
Joint Stock Company Rostelecom ("Rostelecom"), pursuant to an Ownership Interest
Purchase Agreement, dated March 13, 2002, by and among subsidiaries of the
Company and Rostelecom, bringing the Company's ownership in Sovintel to 100%.
The total purchase price of approximately $113.0 million consisted of
approximately $50.7 million in GTI's common stock, representing 4,024,067
shares, $10.0 million in cash consideration, $46.0 million in promissory note
consideration (see discussion below), and direct transactions costs of
approximately $7.0 million, including an investment banking fee of approximately
$3.3 million paid to an affiliate of Alfa Telecom Limited, a shareholder of the
Company. The value of the common stock was determined based on the closing price
of the Company's common stock on September 3, 2002. The acquisition of the
remaining 50% of Sovintel will further strengthen the Company's position in the
key Moscow and St. Petersburg communications markets, position the Company to
realize future operating and cost synergies, and allow GTI to offer a full suite
of telecommunication services across broad geographical markets in Russia and
the CIS. Sovintel provides worldwide communications services, principally to
major hotels, business offices and mobile communication companies through its
telecommunications network in Russia. The Company intends to use the assets of
Sovintel in the manner in which they were previously used.
In September 2002, TeleRoss LLC ("TeleRoss"), a wholly-owned Russian
subsidiary of the Company, issued a three month $46.0 million non-interest
bearing note payable to Rostelecom in partial settlement of the acquisition of
the remaining 50% ownership interest in Sovintel previously held by Rostelecom.
TeleRoss is required to settle the note, in full, on December 5, 2002. This
non-interest bearing note payable was recorded net of $0.7 million discount
representing imputed interest.
10
GOLDEN TELECOM, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(UNAUDITED)
The acquisition of the remaining 50% of Sovintel was accounted for as a
purchase business combination in accordance with US GAAP. As the transaction
reflected acquisition of the remaining 50% interest in Sovintel which was not
previously owned by the Company, the Company has recorded the net assets of
Sovintel at 50% of their estimated fair value and 50% of historical US GAAP
carrying values. The following is a condensed balance sheet of Sovintel as of
the acquisition date, reflecting purchase price accounting adjustments to the
net assets acquired:
SEPTEMBER 17, 2002
------------------
(IN THOUSANDS)
ASSETS:
Current assets ................................... $ 42,830
Property and equipment, net ...................... 64,124
Telecommunications service contracts
intangible assets, net ........................ 14,742
Contract based customer relationship
intangible assets, net ........................ 6,350
Licenses, net .................................... 562
Other intangible assets, net ..................... 300
Goodwill ......................................... 52,099
Other assets ..................................... 12,080
---------
Total assets ................................... $ 193,087
=========
LIABILITIES:
Current liabilities .............................. $ 24,351
Non-current liabilities .......................... 7,057
---------
Net assets ..................................... $ 161,679
=========
Less: previous carrying value of the Company's
equity method investment in Sovintel .......... (48,680)
---------
Total purchase consideration and acquisition costs.. $ 112,999
=========
Consideration and acquisition costs:
Cash consideration ............................... $ 10,000
Promissory note consideration, net of discount.... 45,307
GTI shares consideration ......................... 50,663
Direct transaction costs ......................... 7,029
---------
Total purchase consideration and acquisition costs.. $ 112,999
=========
The Company's interim financial statements reflect the preliminary
allocation of the purchase price to assets acquired and liabilities assumed
based on their fair values, and as such, the Company has assigned approximately
$14.7 million to telecommunications service contracts intangible assets,
approximately $6.4 million to contract based customer relationship intangible
assets, approximately $0.6 million to licenses, and approximately $0.3 million
to other identified intangible assets. These identified intangible assets will
be amortized over a weighted-average period of approximately 7 years. Property
and equipment was adjusted to fair market value using a net current replacement
cost valuation method. The excess purchase price over the fair value of the net
tangible and intangible assets acquired of approximately $52.1 million has been
assigned to goodwill and is not deductible for tax purposes. In accordance with
SFAS No. 141, "Business Combinations" and SFAS No. 142 "Goodwill and Other
Intangible Assets", the Company will not amortize the goodwill recorded in
connection with the acquisition of the remaining 50% of Sovintel. The goodwill
will be tested for impairment at least annually.
11
GOLDEN TELECOM, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(UNAUDITED)
The following unaudited pro forma combined results of operations for the
Company give effect to the Sovintel business combination as if it had occurred
at the beginning of 2001. These pro forma amounts are provided for informational
purposes only and do not purport to present the results of operations of the
Company had the transactions assumed therein occurred on or as of the date
indicated, nor is it necessarily indicative of the results of operations which
may be achieved in the future.
NINE MONTHS ENDED
SEPTEMBER,
-------------------------
2001 2002
--------- ----------
(IN THOUSANDS)
Revenue .......................................... $ 174,350 $ 210,167
Income (loss) before cumulative effect of
a change in accounting principle ............... (4,415) 23,036
Cumulative effect of a change in
accounting principle ........................... -- 974
--------- ----------
Net income (loss) ................................ $ (4,415) $ 24,010
========= ==========
Basic earnings (loss) per share of common stock:
Income (loss) before cumulative effect of
a change in accounting principle ....... $ (0.16) $ 0.86
Cumulative effect of a change in
accounting principle ................... -- 0.04
--------- ----------
Net income (loss) per share -- basic ....... $ (0.16) $ 0.90
========= ==========
Weighted average common shares - basic ........... 28,038 26,689
========= ==========
Diluted earnings (loss) per share of common stock:
Income (loss) before cumulative effect of
a change in accounting principle ....... $ (0.16) $ 0.84
Cumulative effect of a change in
accounting principle ................... -- 0.04
--------- ----------
Net income (loss) per share - diluted ...... $ (0.16) $ 0.88
========= ==========
Weighted average common shares - diluted ......... 28,038 27,140
========= ==========
5. DEBT
In September 2002, ROL Holdings Limited ("ROLH"), a wholly-owned Cypriot
subsidiary of the Company, entered into a secured $30.0 million credit facility
with ZAO Citibank ("Citibank Credit Facility"). The Company anticipates that
ROLH will draw upon the Citibank Credit Facility in the fourth quarter of 2002
to retire $30.0 million of the $46.0 million non-interest bearing promissory
note issued to Rostelecom in connection with the acquisition of the remaining
50% ownership interest in Sovintel previously held by Rostelecom. The Company
has classified in the condensed consolidated balance sheet $30.0 million of the
$46.0 million non-interest bearing note payable to Rostelecom as long-term debt
because of the intent and ability to refinance this amount with the Citibank
Credit Facility. The remaining portion of this obligation has been reflected as
a component of "Due to affiliates and related parties" as of September 30, 2002.
Assuming the full amount of the facility is drawn down, ROLH will be required to
make four quarterly payments of $7.5 million each plus accrued interest
beginning December 2003. The Citibank Credit facility will carry interest at a
rate equal to the three month USD LIBOR plus 4.35%. At the drawdown of the
Citibank Credit Facility, GTI and certain affiliates will execute a number of
agreements to secure repayment of the Citibank Credit Facility, including a
payment guarantee from GTI. The Citibank Credit Facility contains certain
financial and non-financial covenants.
12
GOLDEN TELECOM, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(UNAUDITED)
6. CONTINGENCIES
Tax Matters
The Company's policy is to accrue for contingencies in the accounting period
in which a liability is deemed probable and the amount is reasonably
determinable. In this regard, because of the uncertainties associated with the
Commonwealth of Independent States taxes ("CIS Taxes"), the Company's final CIS
Taxes may be in excess of the estimated amount expensed to date and accrued at
September 30, 2002. It is the opinion of management that the ultimate resolution
of the Company's liability for CIS Taxes, to the extent not previously provided
for, will not have a material effect on the financial condition of the Company.
However, depending on the amount and timing of an unfavorable resolution of any
contingencies associated with CIS Taxes, it is possible that the Company's
future results of operations or cash flows could be materially affected in a
particular period.
Other Matters
During the past year, GTU was involved in a number of commercial disputes
with Ukrtelecom and Ukrainian regulatory authorities. The most significant
disputes include routing of traffic and GTU's lease rights of Ukrtelecom's
technical premises. In the second and third quarter of 2002, GTU resolved
several of these issues with Ukrtelecom. If the remaining disputes are not
resolved amicably in the near term, they may have an adverse impact on the
financial condition, results of operations and liquidity of the Company. The
risks of an adverse impact are assessed by management as possible but not
quantifiable.
On March 1, 2002, the Company became aware that the Kiev City Prosecutor's
Office had initiated an investigation into the activities of the Company's
management in GTU. GTU received a letter dated July 17, 2002 from the General
Prosecutor of Ukraine stating that effective July 9, 2002 the Prosecutor's
Office withdrew all charges against management due to the absence of grounds on
which to prosecute. On October 7, 2002, the Kiev City Prosecutor's Office
notified GTU that the previous decision to close the investigation had been
revoked. In subsequent discussions with the Kiev City Prosecutor's Office, the
investigators advised the management of GTU that the Prosecutor's Office is
reviewing internal procedural requirements with the intent to close the
investigation again.
7. SEGMENT INFORMATION
LINE OF BUSINESS DATA
The Company operates in four segments within the telecommunications
industry. The four segments are: (1) CLEC Services using our local access
overlay networks in Moscow, Kiev, St. Petersburg and Nizhny Novgorod; (2) Long
Distance Services using our fiber optic and satellite-based network throughout
the CIS; (3) Data and Internet Services using our fiber optic and
satellite-based network; and (4) Mobile Services consisting of mobile networks
in Kiev and Odessa, Ukraine. The following tables present financial information
for both consolidated subsidiaries and equity investee ventures, segmented by
the Company's lines of businesses for the periods ended September 30, 2001 and
2002. Transfers between lines of businesses are included in the adjustments to
reconcile segment to consolidated results. The Company evaluates performance
based on the operating income (loss) of each strategic business unit.
13
GOLDEN TELECOM, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(UNAUDITED)
ADJUSTMENTS TO RECONCILE
BUSINESS SEGMENT TO
CONSOLIDATED RESULTS
--------------------
DATA & BUSINESS EQUITY
INTERNET LONG MOBILE CORPORATE & SEGMENT CONSOLIDATED METHOD AFFILIATE
CLEC SERVICES DISTANCE SERVICES ELIMINATIONS TOTAL RESULTS VENTURES ADJUSTMENTS
---- -------- -------- -------- ------------ ----- ------- -------- -----------
(IN THOUSANDS)
THREE MONTHS ENDED SEPTEMBER 30,
2001
Revenue ............... $40,235 $16,517 $4,939 $3,681 $(1,976) $63,396 $37,067 $(31,125) $4,796
Operating income (loss). 13,759 (1,256) (709) (48) (5,810) 5,936 (3,156) (9,007) (85)
Identifiable assets .... 150,775 110,569 28,030 22,721 117,243 429,338 326,118 (103,220) --
Capital expenditures ... 7,415 11,114 1,670 117 5 20,321 14,946 (5,375) --
ADJUSTMENTS TO RECONCILE
BUSINESS SEGMENT TO
CONSOLIDATED RESULTS
--------------------
DATA & BUSINESS EQUITY
INTERNET LONG MOBILE CORPORATE & SEGMENT CONSOLIDATED METHOD AFFILIATE
CLEC SERVICES DISTANCE SERVICES ELIMINATIONS TOTAL RESULTS VENTURES ADJUSTMENTS
---- -------- -------- -------- ------------ ----- ------- -------- -----------
(IN THOUSANDS)
THREE MONTHS ENDED SEPTEMBER 30,
2002
Revenue ................ $49,923 $19,152 $4,968 $3,303 $(1,165) $76,181 $46,376 $(34,713) $4,908
Operating income (loss). 14,634 2,707 (1,269) 1,100 (1,191) 15,981 6,649 (9,332) --
Identifiable assets..... 270,048 97,447 28,536 8,700 35,967 440,698 437,086 (3,612) --
Capital expenditures.... 8,542 2,692 738 35 79 12,086 6,541 (5,545) --
ADJUSTMENTS TO RECONCILE
BUSINESS SEGMENT TO
CONSOLIDATED RESULTS
--------------------
DATA & BUSINESS EQUITY
INTERNET LONG MOBILE CORPORATE & SEGMENT CONSOLIDATED METHOD AFFILIATE
CLEC SERVICES DISTANCE SERVICES ELIMINATIONS TOTAL RESULTS VENTURES ADJUSTMENTS
---- -------- -------- -------- ------------ ----- ------- -------- -----------
(IN THOUSANDS)
NINE MONTHS ENDED SEPTEMBER 30,
2001
Revenue ................ $109,911 $44,633 $14,553 $10,871 $(4,196) $175,772 $103,278 $(87,090) $14,596
Operating income (loss). 34,309 (4,813) (2,655) (819) (17,655) 8,367 (13,250) (21,618) 1
Identifiable assets .... 150,775 110,569 28,030 22,721 117,243 429,338 326,118 (103,220) --
Capital expenditures ... 17,946 21,595 3,135 1,019 124 43,819 31,297 (12,522) --
ADJUSTMENTS TO RECONCILE
BUSINESS SEGMENT TO
CONSOLIDATED RESULTS
--------------------
DATA & BUSINESS EQUITY
INTERNET LONG MOBILE CORPORATE & SEGMENT CONSOLIDATED METHOD AFFILIATE
CLEC SERVICES DISTANCE SERVICES ELIMINATIONS TOTAL RESULTS VENTURES ADJUSTMENTS
---- -------- -------- -------- ------------ ----- ------- -------- -----------
(IN THOUSANDS)
NINE MONTHS ENDED SEPTEMBER 30,
2002
Revenue................. $133,242 $57,354 $14,213 $9,854 $(2,833) $211,830 $121,943 $(104,709) $14,822
Operating income (loss). 39,564 9,682 (3,500) 2,633 (4,533) 43,846 17,116 (26,730) --
Identifiable assets..... 270,048 97,447 28,536 8,700 35,967 440,698 437,086 (3,612) --
Capital expenditures.... 24,910 7,181 2,989 137 123 35,340 16,575 (18,765) --
14
GOLDEN TELECOM, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(UNAUDITED)
GEOGRAPHIC DATA
Revenues are based on the location of the operating company providing the
service.
The following tables present financial information segmented by the
Company's geographic regions for the three and nine months ended September 30,
2001 and 2002.
CORPORATE,
OTHER
COUNTRIES
AND CONSOLIDATED
RUSSIA UKRAINE ELIMINATIONS RESULTS
------ ------- ------------ -------
THREE MONTHS ENDED SEPTEMBER 30,
2001
Revenue......................... $ 27,185 $ 10,287 $ (405) $ 37,067
Long-lived assets............... 206,670 38,550 1,606 246,826
CORPORATE,
OTHER
COUNTRIES
AND CONSOLIDATED
RUSSIA UKRAINE ELIMINATIONS RESULTS
------ ------- ------------ -------
THREE MONTHS ENDED SEPTEMBER 30,
2002
Revenue......................... $ 37,523 $ 9,199 $ (346) $ 46,376
Long-lived assets............... 269,693 25,398 547 295,638
CORPORATE,
OTHER
COUNTRIES
AND CONSOLIDATED
RUSSIA UKRAINE ELIMINATIONS RESULTS
------ ------- ------------ -------
NINE MONTHS ENDED SEPTEMBER 30,
2001
Revenue......................... $ 74,988 $ 29,398 $ (1,108) $ 103,278
Long-lived assets............... 206,670 38,550 1,606 246,826
CORPORATE,
OTHER
COUNTRIES
AND CONSOLIDATED
RUSSIA UKRAINE ELIMINATIONS RESULTS
------ ------- ------------ -------
NINE MONTHS ENDED SEPTEMBER 30,
2002
Revenue......................... $ 96,528 $ 26,121 $ (706) $ 121,943
Long-lived assets............... 269,693 25,398 547 295,638
15
GOLDEN TELECOM, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(UNAUDITED)
8. EQUITY METHOD SUBSIDIARY INFORMATION
The following table presents summarized income statement information from
the Company's significant equity investee, Sovintel, for the three and nine
months ended September 30, 2001, and the period from July 1, 2002 to September
16, 2002 and the period from January 1, 2002 to September 16, 2002. Effective
September 17, 2002, the Company began consolidating the results of operations of
Sovintel as a result of the acquisition of the 50% interest not controlled
previously.
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, 2001 SEPTEMBER 30, 2001
------------------ ------------------
(IN THOUSANDS)
Revenues.................................. $ 30,206 $ 83,961
Gross Margin.............................. 14,042 37,506
Income from operations.................... 8,826 20,684
Net income................................ 6,489 14,897
PERIOD FROM JULY 1 - PERIOD FROM JANUARY 1 -
SEPTEMBER 16, 2002 SEPTEMBER 16, 2002
------------------ ------------------
(IN THOUSANDS)
Revenues.................................. $ 33,581 $ 101,261
Gross Margin.............................. 15,146 45,248
Income from operations.................... 9,079 25,875
Net income................................ 5,944 17,908
The Company's equity investee, MCT Corp. ("MCT"), is in default on a loan
note that originally became due on September 29, 2001. In December 2001, MCT
signed a forbearance agreement whereby the holder of the note agreed to forbear
from selling the note or exercising its rights under the original debt
agreements and to extend the terms of repayment until January 31, 2002. MCT did
not make payment on the note prior to January 31, 2002 and during April 2002 the
holder of the note foreclosed on the collateral related to the note and
subsequently sold the collateral to a third-party, resulting in a substantial
loss to MCT. The Company recognized the corresponding amount of the Company's
equity in MCT's losses during the second quarter of 2002, not exceeding the
carrying value of the Company's investment in MCT. Total equity in losses
recognized by the Company related to its MCT investment were none and $5.2
million during the three and nine months ended September 30, 2002, respectively.
The Company has no further commitments to provide financial support to MCT.
9. SHAREHOLDERS' EQUITY
The Company's outstanding shares of common stock increased by 34,433 shares
and 298,510 shares in the three and nine months ended September 30, 2002,
respectively, issued in connection with the exercise of employee stock options.
In August 2002, the Company issued 4,024,067 shares of common stock to
Rostelecom in partial settlement of the purchase price for the acquisition of
the remaining 50% ownership interest in Sovintel, previously held by Rostelecom.
16
GOLDEN TELECOM, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(UNAUDITED)
10. SUPPLEMENTAL CASH FLOW INFORMATION
The following table summarizes significant non-cash investing and financing
activities for the Company.
NINE MONTHS ENDED
SEPTEMBER 30,
----------------------
2001 2002
-------- --------
(IN THOUSANDS)
Amounts payable in connection with
business acquisitions..................... $ 1,448 $ 3,783
Issuance of common stock in connection
with acquisition.......................... -- 50,663
Issuance of notes payable in connection
with acquisition, net of discount......... -- 45,307
Capitalized lease obligations............... 7,876 --
Consulting fee to Alfa...................... 180 --
17
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following discussion and analysis relates to our financial condition and
results of operations of the Company for the three and nine month periods ended
September 30, 2002 and September 30, 2001. This information should be read in
conjunction with the Company's Condensed, Consolidated Financial Statements and
the notes related thereto appearing elsewhere in the document.
OVERVIEW
We are a leading facilities-based provider of integrated telecommunications
and Internet services in major population centers throughout Russia, Ukraine and
other countries of the Commonwealth of Independent States ("CIS"). We organize
our operations into four business groups, as follows:
- Competitive Local Exchange Carrier ("CLEC") Services. Using our local
access overlay networks in Moscow, Kiev, St. Petersburg and Nizhny
Novgorod, we provide a range of services including local exchange and
access services, international and domestic long distance services, data
communications, Internet access and the design of corporate networks;
- Data and Internet Services. Using our fiber optic and satellite-based
networks, including approximately 149 points of presence in Russia, Ukraine
and other countries of the CIS, we provide data and Internet services
including: (a) Business to Business services, such as data communications,
dedicated Internet access, web design, web-hosting, co-location and
data-warehousing and (b) Business to Consumer services, such as dial-up
Internet access and web content and a family of Internet portals;
- Long Distance Services. Using our fiber optic and satellite-based network,
we provide long distance voice services in Russia; and
- Mobile Services. Using our mobile networks in Kiev and Odessa, Ukraine, we
provide long distance services with value-added features, such as
voicemail, roaming and messaging services on a subscription and prepaid
basis.
Additionally, we hold a minority interest in MCT Corp. ("MCT"), which in
turn has ownership interests in mobile operations located throughout Russia and
in Uzbekistan and Tajikistan. We treat our ownership interest in MCT as an
equity method investment and are not actively involved in the day-to-day
management of the operations.
In August 2002, we merged the existing operations of Agentstvo Delovoi
Svyazi ("ADS"), Firm Commercial Information Network ("KIS") and TeleRoss Nizhny
Novgorod to create the leading corporate telecommunications provider in Russia's
third largest city, Nizhny Novgorod. This market is significantly less developed
than the Moscow market and we anticipate significant growth next year from this
entity. We previously owned 51% of ADS, 56% of KIS and 95% of TeleRoss Nizhny
Novgorod. After the completion of the merger, we currently own 58% of the merged
operations.
Most of our revenue is derived from high-volume business customers and
carriers. Our business customers include large multi-national companies, local
enterprises, financial institutions, hotels and government agencies. We believe
that the carriers, including mobile operators, which contribute a substantial
portion of our revenues, in turn derive a portion of their business from
high-volume business customers. Thus, we believe that the majority of our
ultimate end-users are businesses that require access to highly reliable and
advanced telecommunications facilities to sustain their operations.
We have traditionally competed for customers on the basis of network
quality, customer service and range of service offered. In the past several
years, other telecommunications operators have also introduced high-quality
services to the segments of the business market in which we operate. Competition
with these operators is intense, and frequently results in declining prices for
some of our services, which adversely affect our revenues. In addition, some of
our competitors do not link their prices to the dollar/ruble exchange rate, so
when the ruble devalues, their prices effectively become relatively cheaper than
our prices. The ruble exchange rate with the dollar has become relatively stable
since early 2000, and despite increasing inflation, price pressures associated
with devaluation have eased considerably. We cannot be certain that the exchange
rate will remain stable in the future and therefore we may experience additional
price pressures.
Since early 2000, we have witnessed a recovery in the Russian market, but with
downward pricing pressures persisting. The downward pricing pressures result
from increased competition in Russia and the global trend toward lower
telecommunications tariffs. In 2001 and 2002 our traffic volume increases
exceeded the reduction in tariffs on certain types of voice traffic. This is a
contributory
18
factor to the increases in our revenue in 2001 and 2002. We expect that this
trend of year over year increases will continue as long as the Russian economy
continues to develop at its current pace.
Although we expect competition to continue to force the general level of
tariffs downward, we expect to mitigate partially the effects of this pressure
by seeking, where possible, further reductions in the settlement and
interconnection rates that we pay to other telecommunications operators. In
general over time, we expect settlement and interconnection rates to continue to
decline broadly in line with tariffs.
In order to handle additional traffic volumes, we have expanded and will
continue to expand our fiber optic capacity along our heavy traffic and high
cost routes to mitigate declines in traffic margins, reduce our unit
transmission costs and ensure sufficient capacity to meet the growing demand for
data and Internet services. As part of this strategy, we have acquired the
rights to use up to STM-16 fiber optic capacity on a Moscow to Stockholm route,
significantly reducing our unit cost per E-1 fiber optic link on this route. In
September 2001, we acquired rights to use up to VC-3 fiber optic capacity on
major routes within Russia to support the increase in our interregional traffic
and our regional expansion strategy. We expect to continue to add additional
transmission capacity, which due to its fixed cost nature can initially depress
margins, but will ultimately allow us to improve or maintain our margins.
During 2001, our mobile operations in Ukraine were under strong competitive
pressure and average revenue per subscriber declined. In the fourth quarter of
2001 we reassessed our plans for this business and as a result we recorded an
impairment charge of $10.4 million. In line with our expectations revenues have
generally continued to decline, although, at the same time, we have commenced
the implementation of a cost reduction program. We currently are working towards
refocusing our mobile operations as an additional service offered by business
services operations to corporate clients. Further significant declines are not
expected through the end of 2002.
In Kiev, Ukraine we continue to experience issues relating to obtaining
sufficient numbering capacity for our business services operations. In this
regard, we are continuing negotiations with Ukrtelecom, the state-owned
operator, for performance of obligations related to the provision of numbering
capacity and entered into an agreement for additional numbering capacity in the
third quarter of 2002. Our ability to grow our business services operations in
Kiev will be limited if we do not have access to numbering capacity.
During the past year, Golden Telecom (Ukraine) ("GTU") was involved in a
number of other commercial disputes with Ukrtelecom and Ukrainian regulatory
authorities. The most significant disputes include routing of traffic and GTU's
lease rights of Ukrtelecom's technical premises. In the second and third quarter
of 2002, GTU resolved several of these issues with Ukrtelecom. If other disputes
are not resolved amicably in the near term, they may have an adverse impact on
the financial condition, results of operations and liquidity of GTU. The risks
of an adverse impact are assessed as possible but not quantifiable.
We reassessed and suspended our incoming international traffic off-network
termination activities, pending the resolution of certain regulatory issues and
as a result we experienced a reduction of approximately $1.6 million and $4.8
million in revenue three and nine months ended September 30, 2002, respectively.
On March 1, 2002 we became aware that the Kiev City Prosecutor's Office had
initiated an investigation into the activities of our partners in GTU. The
investigation appeared to concern alleged improprieties in the manner in which
GTU routed certain traffic through the state owned monopoly carrier, Ukrtelecom.
GTU received a letter dated July 17, 2002 from the General Prosecutor of Ukraine
stating that effective July 9, 2002 the Prosecutor's Office withdrew all charges
against GTU due to the absence of grounds on which to prosecute. On October 7,
2002, the Kiev City Prosecutor's Office notified GTU that the previous decision
to close the investigation had been revoked. In subsequent discussions with the
Kiev City Prosecutor's Office, the investigators advised the management of GTU
that the Prosecutor's Office is reviewing internal procedural requirements with
the intent to close the investigation again.
In addition to the traditional voice and data service provision, prior to
2002, we were actively pursuing a strategy of developing non-traditional telecom
service offerings including those related to the Internet, such as web-hosting,
web design, and vertical and horizontal Internet portal development. In line
with experience outside of Russia, we did not see the rapid development of
Internet based services that were expected. Internet based advertising and
e-commerce revenues did not develop to significant levels and we reviewed our
long term strategy for Internet based products. As a result of this review, we
evaluated the future cash flows for this business, and we recorded an impairment
charge of $20.9 million in the fourth quarter of 2001. We expect to see some
growth in Internet based advertising and will continue to offer this service as
one of our range of Internet services and be in a position to capitalize on any
upturn in demand for this service.
19
We have seen a significant year over year increase in our dial-up Internet
subscriber numbers and we expect the increase to continue, as our base of
regional subscribers expands. As additional dial-up capacity becomes available
in Moscow, we expect to increase our market share in the capital as well. In
June 2001 we completed the purchase of a leading Russian internet service
provider, Cityline, together with Uralrelcom, another internet service provider
and an infrastructure company, PTK, and together, these entities allow us to
increase our regional dial-up Internet presence and increase our numbering
capacity and access lines in Moscow. The new Moscow capacity was initially
placed into service in July 2002. The Moscow numbering capacity and some of the
access lines provided by PTK are intended to support incremental CLEC Services
division end-user customers, with the majority of the access lines being
allocated to support planned increases in dial-up Internet subscribers in our
data and Internet Services division.
We have continued to integrate our acquisitions and improving operational
efficiency while at the same time controlling costs. We expect to incur further
costs in connection with overall restructuring of our operations in 2002.
Our equity investee, MCT, is in default on a loan note that originally
became due on September 29, 2001. In December 2001, MCT signed a forbearance
agreement whereby the holder of the note agreed to forbear from selling the note
or exercising its rights under the original debt agreements and to extend the
terms of repayment until January 31, 2002. MCT did not make payment on the note
prior to January 31, 2002 and during April 2002 the holder of the loan note
foreclosed on the collateral related to the note and subsequently sold it to a
third-party, resulting in a substantial loss to MCT. We recorded a write-off of
an amount corresponding to our equity in MCT's losses during the second quarter
of 2002. The write-off did not exceed the carrying value of our investment in
MCT. Total equity in losses recognized by us related to our MCT investment were
none and $5.2 million during the three and nine months ended September 30, 2002,
respectively. We have no further commitments to provide financial support to
MCT.
RECENT ACQUISITIONS
In August 2002, we completed the purchase of the remaining approximately 31%
of GTU. After this purchase, we now own 100% of GTU and have full operational
and management control over the Ukrainian operations.
In September 2002, we completed the purchase of the remaining 50% of EDN
Sovintel LLC ("Sovintel") previously held by Open Joint Stock Company Rostelecom
("Rostelecom"), bringing our ownership in Sovintel to 100%. The acquisition of
the remaining 50% of Sovintel will further strengthen our position in the key
Moscow and St. Petersburg communications markets, position us to realize future
operating and cost synergies, and allow us to offer a full suite of
telecommunication services across broad geographical markets in Russian and the
CIS. Sovintel provides worldwide communications services, principally to major
hotels, business offices and mobile communication companies through its
telecommunications network in Russia.
CRITICAL ACCOUNTING POLICIES
The fundamental objective of financial reporting is to provide useful
information that allows a reader to comprehend our business activities. To
assist that understanding, management has identified our "critical accounting
policies". These policies have the potential to have a significant impact on our
financial statements, either because of the significance of the financial
statement item to which they relate, or because they require judgment and
estimation due to the uncertainty involved in measuring, at a specific point in
time, events which are continuous in nature.
Revenue recognition policies; we recognize operating revenues as services
are rendered or as products are delivered to customers. Certain revenues, such
as connection fees, are deferred in accordance with Staff Accounting Bulletin
("SAB") No. 101. In connection with recording revenue, estimates and assumptions
are required in determining the expected conversion of the revenue streams to
cash collected. In line with guidance in SAB No. 101, we also defer direct
incremental costs related to connection fees, not exceeding the revenue
deferred. Deferred revenues are subsequently recognized over the estimated
average customer lives, which are periodically reassessed by us, and such
reassessment may impact our future operating results.
Allowance for doubtful accounts policies; the allowance estimation process
requires management to make assumptions based on historical results, future
expectations, the economic and competitive environment, changes in the
creditworthiness of our customers, and other relevant factors. Changes in the
underlying assumptions may have a significant impact on the results of our
operations.
20
Long-lived asset recovery policies; this policy is in relation to long-lived
assets, consisting primarily of property and equipment and intangibles, which
comprise a significant portion of our total assets. Changes in technology or
changes in our intended use of these assets may cause the estimated period of
use or the value of these assets to change. We perform annual internal studies
to confirm the appropriateness of estimated economic useful lives for each
category of current property and equipment. Additionally, long-lived assets,
including goodwill and intangibles, are reviewed for impairment whenever events
or changes in circumstances have indicated that their carrying amounts may not
be recoverable. We will test goodwill for impairment annually, and whenever
indicated, following the adoption of SFAS No. 142 on January 1, 2002. Estimates
and assumptions used in both setting useful lives and testing for recoverability
of our long-lived assets require the exercise of management's judgment and
estimation based on certain assumptions concerning the expected life of any
asset and expected future cash flows from the use of an asset.
Valuation allowance for deferred tax asset; we record valuation allowances
related to tax effects of deductible temporary differences and loss
carryforwards when, in the opinion of management, it is more likely than not
that the respective tax assets will not be realized. Changes in our assessment
of probability of realization of deferred tax assets may impact our effective
income tax rate.
RECENT ACCOUNTING PRONOUNCEMENTS
In June 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standard ("SFAS") No. 141, "Business
Combinations", and No. 142, "Goodwill and Other Intangible Assets", effective
for fiscal years beginning after December 15, 2001. Under the new rules,
goodwill and intangible assets deemed to have indefinite lives are no longer
amortized but are subject to annual impairment tests in accordance with SFAS No.
142. Other intangible assets continue to be amortized over their useful lives.
Impairment losses that arise due to the initial application of this standard are
reported as a cumulative effect of a change in accounting principle. We adopted
SFAS No. 141, "Business Combinations" which was effective for business
combinations consummated after June 30, 2001. We adopted SFAS No. 142, "Goodwill
and Other Intangible Assets" on January 1, 2002 and discontinued amortization of
goodwill as of such date.
We completed the transitional impairment test for existing goodwill as of
January 1, 2002 during the second quarter of 2002. Based on comparison of the
carrying amounts of our reporting units with their fair values, it was
determined that no goodwill was impaired as of that date. Fair values of the
reporting units were established using the discounted cash flow method.
Upon the adoption of SFAS No. 142, we recorded a cumulative effect of a
change in accounting principle for negative goodwill (deferred credit) arising
on our equity method investments in the amount of $1.0 million. The impact of
non-amortization of goodwill on our net income for the three and nine months
ended September 30, 2002 was a $3.0 million and $8.9 million increase,
respectively or $0.12 and $0.38, respectively per share of common stock - basic.
We also reclassified to other intangible assets approximately $1.3 million
previously classified as goodwill. Amortization expense for goodwill for the
three and nine months ended September 30, 2001 was $3.5 million and $10.9
million, respectively. Amortization expense for intangible assets for the three
and nine months ended September 30, 2002 was $1.7 million and $3.9 million,
respectively. Amortization expense for the succeeding five years is expected to
be as follows: 2002 - $6.4 million, 2003 - $10.0 million, 2004 - $9.1 million,
2005 - $8.2 million, and 2006 - $7.6 million.
The pro forma impact on net loss and net loss per share for the nine months
ended September 30, 2001 compared to actual results for the nine months ended
September 30, 2002 is as follows:
21
NINE MONTHS ENDED
SEPTEMBER 30,
-----------------------
2001 2002
-------- --------
(IN THOUSANDS, EXCEPT PER
SHARE DATA)
Reported net income (loss) .......................... $ (9,317) $ 16,839
Goodwill amortization ............................... 10,865 --
Negative goodwill amortization on equity investee.... (186) --
-------- --------
Adjusted net income ................................. $ 1,362 $ 16,839
======== ========
Basic net income (loss) per share:
Reported net income (loss) .......................... $ (0.39) $ 0.73
Goodwill amortization ............................... 0.45 --
Negative goodwill amortization on equity investee.... (0.01) --
-------- --------
Adjusted net income per share ....................... $ 0.05 $ 0.73
======== ========
Diluted net income (loss) per share:
Reported net income (loss) .......................... $ (0.39) $ 0.71
Goodwill amortization ............................... 0.45 --
Negative goodwill amortization on equity investee.... (0.01) --
-------- --------
Adjusted net income per share ...................... $ 0.05 $ 0.71
======== ========
In August 2001, the FASB issued SFAS No. 143, "Accounting for Asset
Retirement Obligations." This statement deals with the costs of closing
facilities and removing assets. SFAS No. 143 requires entities to record the
fair value of a legal liability for an asset retirement obligation in the period
it is incurred. This cost is initially capitalized and amortized over the
remaining life of the asset. Once the obligation is ultimately settled, any
difference between the final cost and the recorded liability is recognized as a
gain or loss on disposition. SFAS No. 143 is effective for years beginning after
June 15, 2002. We are currently evaluating the impact the pronouncement will
have on future consolidated financial statements.
In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment
or Disposal of Long-Lived Assets." This statement addresses financial accounting
and reporting for the impairment of disposal of long-lived assets and supersedes
SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed Of," and the accounting and reporting
provisions of Accounting Principles Board Opinion No. 30, "Reporting the Results
of Operations -- Reporting the Effects of Disposal of a Segment of a Business,
and Extraordinary, Unusual and Infrequently Occurring Events and Transactions,"
for the disposal of a segment of a business (as previously defined in that
opinion). This statement also amends Accounting Research Bulletin No. 51,
"Consolidated Financial Statements", to eliminate the exception to consolidation
for a subsidiary for which control is likely to be temporary. The provisions of
the statement became effective for financial statements issued for fiscal years
beginning after December 15, 2001. We adopted this new standard from January 1,
2002. The adoption of the pronouncement did not have an effect on our results of
operations or financial position.
In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements
No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical
Corrections." This statement rescinds SFAS No. 4, "Reporting Gains and Losses
from Extinguishments of Debt," and an amendment of that Statement, SFAS No. 64,
"Extinguishments of Debt Made to Satisfy Sinking-Fund Requirements." This
statement also rescinds SFAS No. 44, "Accounting for Intangible Assets of Motor
Carriers." This statement amends SFAS No. 13, "Accounting for Leases", to
eliminate an inconsistency between the required accounting for sale-lease-back
transactions. This statement also amends other existing authoritative
pronouncements to make various technical corrections, clarify meanings, or
describe their applicability under changed conditions. The provisions of this
statement became effective for financial statements issued on or after May 15,
2002. We adopted this new standard from May 15, 2002. The adoption of the
pronouncement did not have an effect on our results of operations or financial
position.
In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities," which requires that a liability for a cost
associated with an exit or disposal activity be recognized when the liability is
incurred. This statement nullifies Emerging Issues Task Force No. 94-3,
"Liability Recognition for Certain Employee Termination Benefits and Other Costs
to Exit an Activity (including Certain Costs Incurred in a Restructuring)" which
required that a liability for an exit cost be recognized upon the entity's
commitment to an exit plan. SFAS No. 146 is effective for exit or disposal
activities that are initiated after December 31, 2002. The adoption of the
provisions of SFAS No. 146 is not expected to have a material impact on our
results of operations, financial position or cash flow.
22
RESULTS OF OPERATIONS
GTI was formed in June 1999 and is a leading facilities-based provider of
integrated telecommunications and Internet services to businesses and other
high-usage customers and telecommunications operators in Moscow, Kiev, St.
Petersburg, Nizhny Novgorod and other major population centers throughout
Russia and other countries of the Commonwealth of Independent States. The
results of our four business groups from the operations of both our
consolidated entities combined with the non-consolidated entities where we are
actively involved in the day-to-day management, are shown in footnote 7
"Segment Information -- Line of Business Data" to our condensed consolidated
financial statements.
Certain revenue and cost of revenue information presented for the three and
nine months ended September 30, 2001 has been revised to eliminate intra-line of
business transactions, the effect of which is not significant.
The discussion of our results of operations is organized as follows:
- Results of Operations for the Three Months Ended September 30, 2002
compared to the Results of Operations for the Three Months Ended
September 30, 2001
- Results of Operations for the Nine Months Ended September 30, 2002
compared to the Results of Operations for the Nine Months Ended
September 30, 2001
CONSOLIDATED RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2002
COMPARED TO THE CONSOLIDATED RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED
SEPTEMBER 30, 2001
REVENUE
Our revenue increased by 25% to $46.3 million for the three months ended
September 30, 2002 from $37.1 million for the three months ended September 30,
2001. The breakdown of revenue by business group was as follows:
CONSOLIDATED REVENUE CONSOLIDATED REVENUE
FOR THE THREE MONTHS FOR THE THREE MONTHS
ENDED SEPTEMBER 30, 2001 ENDED SEPTEMBER 30, 2002
------------------------ ------------------------
(IN MILLIONS)
REVENUE
CLEC services ................ $ 12.2 $ 19.7
Data and Internet services.... 16.5 19.2
Long distance services ....... 4.9 4.6
Mobile services .............. 3.7 3.3
Eliminations ................. (0.2) (0.5)
------- -------
TOTAL REVENUE .................. $ 37.1 $ 46.3
CLEC Services. Revenue from CLEC Services increased by 61% to $19.7 million
for the three months ended September 30, 2002 from $12.2 million for the three
months ended September 30, 2001.
The CLEC Services division of TeleRoss revenue increased by 14% to $8.3
million for the three months ended September 30, 2002 from $7.3 million for the
three months ended September 30, 2001. This is mainly due to increases in
monthly recurring revenue partly due to increasing numbering capacity in
service, partly offset by a decrease in traffic revenue, largely as a result of
pricing concessions made to its largest customer on local traffic.
The CLEC Services division of Golden Telecom BTS revenue decreased by 21% to
$3.7 million for the three months ended September 30, 2002 from $4.7 million for
the three months ended September 30, 2001. The decrease in revenue was due to
the suspension of the termination of certain incoming traffic from the beginning
of the fourth quarter of 2001, partly offset by increases in outgoing traffic
and other recurring revenues.
For Agentstvo Delovoi Svyazi, acquired in September 2001, revenue was $2.2
million for the three months ended September 30, 2002.
23
The acquisition of the remaining 50% ownership interest in Sovintel was
completed in the third quarter of 2002. We began consolidating Sovintel into our
results of operations from September 17, 2002. As a result of consolidating
Sovintel, revenue from CLEC services increased by $5.8 million for the three
months ended September 30, 2002 compared to the three months ended September 30,
2001.
Data and Internet Services. Revenue from Data and Internet Services
increased by 16% to $19.2 million for the three months ended September 30, 2002
from $16.5 million for the three months ended September 30, 2001. The increase
is largely the result of increases in Internet revenue from both dial-up and
dedicated Internet subscribers, increases in Internet traffic and other Internet
related revenues. Our dial-up Internet subscribers have grown 21% from 158,434
at September 30, 2001 to 191,707 at September 30, 2002.
Long Distance Services. Revenue from Long Distance Services decreased by 6%
to $4.6 million for the three months ended September 30, 2002 from $4.9 million
for the three months ended September 30, 2001. Non-recurring revenues declined
in the three months ended September 30, 2002, as compared to the three months
ended September 30, 2001. This decline was partly offset by increases in
recurring fees and traffic revenues due to an increasing end-user customer base
in Moscow and in many Russian regions.
Mobile Services. Revenue from Mobile Services decreased by 11% to $3.3
million for the three months ended September 30, 2002 from $3.7 million for the
three months ended September 30, 2001. Active subscribers declined approximately
7% and the average revenue per active subscriber has declined by approximately
1% to approximately $30.66 per month.
EXPENSES
The following table shows our principal expenses for the three months ended
September 30, 2002 and September 30, 2001:
CONSOLIDATED EXPENSES CONSOLIDATED EXPENSES
FOR THE THREE MONTHS FOR THE THREE MONTHS
ENDED SEPTEMBER 30, 2001 ENDED SEPTEMBER 30, 2002
------------------------ ------------------------
(IN MILLIONS)
COST OF REVENUE
CLEC services ..................... $ 4.6 $ 8.9
Data and Internet services ........ 8.4 9.1
Long distance services ............ 3.2 3.3
Mobile services ................... 0.9 0.7
Eliminations ...................... (0.2) (0.5)
------- -------
TOTAL COST OF REVENUE ............... 16.9 21.5
Selling, general and administrative.. 12.8 10.8
Depreciation and amortization ....... 10.5 7.3
Equity in earnings of ventures ..... (2.4) (3.3)
Interest income ..................... (0.4) (0.4)
Interest expense .................... 0.5 0.5
Foreign currency loss ............... 0.1 0.1
Provision for income taxes .......... $ 1.1 $ 1.6
Cost of Revenue
Our cost of revenue increased by 27% to $21.5 million for the three months
ended September 30, 2002 from $16.9 million for the three months ended September
30, 2001.
CLEC Services. Cost of revenue from CLEC Services increased by 93% to $8.9
million, or 45% of revenue, for the three months ended September 30, 2002 from
$4.6 million, or 38% of revenue, for the three months ended September 30, 2001.
The CLEC Services division of TeleRoss' cost of revenue increased by 33% to
$2.8 million, or 34% of revenue, for the three months ended September 30, 2002
from $2.1 million, or 29% of revenue, for the three months ended September 30,
2001. The increase as a percentage of revenue resulted from settlements to other
operators not decreasing in line with the pricing concessions to customers.
24
The CLEC Services division of Golden Telecom BTS cost of revenue decreased
by 29% to $1.7 million, or 46% of revenue, for the three months ended September
30, 2002 from $2.4 million, or 51% of revenue, for the three months ended
September 30, 2001. Cost of revenue decreased as a percentage of revenue due to
suspension of termination of certain lower margin incoming traffic.
For ADS, acquired in September 2001, cost of revenue from CLEC Services was
$1.2 million for the three months ended September 30, 2002.
The acquisition of the remaining 50% ownership interest in Sovintel was
completed in the third quarter of 2002. We began consolidating Sovintel into our
results of operations from September 17, 2002. As a result of consolidating
Sovintel, cost of revenue from CLEC services increased by $2.9 million for the
three months ended September 30, 2002.
Data and Internet Services. Cost of revenue from Data and Internet Services
increased by 8% to $9.1 million, or 47% of revenue, for the three months ended
September 30, 2002 from $8.4 million, or 51% of revenue, for the three months
ended September 30, 2001. Increases in higher margin corporate data and Internet
revenues have more than offset increases in lower margin dial-up Internet
revenues.
Long Distance Services. Cost of revenue from Long Distance Services
increased by 3% to $3.3 million, or 72% of revenue, for the three months ended
September 30, 2002 from $3.2 million, or 65% of revenue, for the three months
ended September 30, 2001. The increase in cost of revenue is due to additional
satellite transponder costs.
Mobile Services. Cost of revenue from Mobile Services decreased by 22% to
$0.7 million, or 21% of revenue, for the three months ended September 30, 2002
from $0.9 million, or 24% of revenue, for the three months ended September 30,
2001. The cost of revenue, as a percentage of revenue, was slightly improved,
despite the reduced revenue, mainly as a result of cost controls.
Selling, General and Administrative
Our selling, general and administrative expenses decreased by 16% to $10.8
million, or 23% of revenue, for the three months ended September 30, 2002 from
$12.8 million, or 35% of revenue, for the three months ended September 30, 2001.
This was mainly due to reductions in advertising and employee related costs. The
acquisition of the remaining 50% of Sovintel and subsequent consolidation of
Sovintel as of September 17, 2002 into our results of operations contributed
$0.7 million for the three months ended September 30, 2002 to selling, general
and administrative expenses.
Depreciation and Amortization
Our depreciation and amortization expenses decreased by 30% to $7.3 million
for the three months ended September 30, 2002 from $10.5 million for the three
months ended September 30, 2001. The decrease is in part due to the adoption of
SFAS No. 142 which requires that goodwill no longer be amortized effective from
January 1, 2002 and which has an impact of a reduction of approximately $3.0
million on the amortization expense in the quarter and also as a result of the
impairment charges recorded in the fourth quarter of 2001, which in turn reduces
the level of depreciation and amortization recorded for the three months ended
September 30, 2002 by $1.8 million. These reductions were, in part, offset by
the continuing capital expenditures of the consolidated entities. The
acquisition of the remaining 50% of Sovintel and subsequent consolidation of
Sovintel as of September 17, 2002 into our results of operations contributed
$0.6 million for the three months ended September 30, 2002 to depreciation and
amortization.
Equity in Earnings of Ventures
The earnings after interest and tax charges from our investments in
non-consolidated ventures were $3.3 million for the three months ended September
30, 2002 an increase from earnings of $2.4 million for the three months ended
September 30, 2001. We recognized earnings at Sovintel of $3.0 million for the
period from July 1 to September 16, 2002. In the three months ended September
30, 2001, our recognized earnings at Sovintel were $3.2 million which more than
offset our recognized losses in MCT. No equity in losses of MCT were recognized
in the three months ended September 30, 2002, as a result of the write down of
this investment to zero in the second quarter of 2002.
25
Interest Income
Our interest income remained unchanged at $0.4 million for the three months
ended September 30, 2002 and for the three months ended September 30, 2001.
Interest income mainly reflects the effect of higher balances of cash and cash
equivalents offset by lower interest rates.
Interest Expense
Our interest expense remained unchanged at $0.5 million for the three months
ended September 30, 2002 and for the three months ended September 30, 2001.
Interest expense mainly reflects the effect of higher balances of debt,
excluding capital leases offset by lower interest rates. Debt, excluding capital
lease obligations, at September 30, 2002 was $49.7 million compared to $14.3
million at September 30, 2001. Debt, excluding capital lease obligations, at
September 30, 2002 includes $45.5 million non-interest bearing note payable to
Rostelecom, a shareholder of the Company, in conjunction with the acquisition of
the remaining 50% of Sovintel. There were no significant changes in interest
accrued on capital lease obligations.
Foreign Currency Gain/Loss
Our foreign currency loss remained unchanged at $0.1 million for the three
months ended September 30, 2002 compared to the three months ended September 30,
2001. Foreign currency loss is due to a combination of movements in exchange
rates and changes in the amount of net monetary assets that we have denominated
in foreign currencies.
Provision for Income Taxes
Our charge for income taxes was $1.6 million for the three months ended
September 30, 2002, compared to $1.1 million for the three months ended
September 30, 2001. Though taxable profit of our Russian operations has
increased, we realized benefits from lower income tax rates and loss
carryforward deduction during the three months ended September 30, 2002 compared
to the three months ended September 30, 2001. The acquisition of the remaining
50% of Sovintel and subsequent consolidation of Sovintel as of September 17,
2002 into our results of operations contributed $0.4 million for the three
months ended September 30, 2002 to provision for income taxes.
Net Income (Loss) and Net Income (Loss) per Share
Our net income for the three months ended September 30, 2002 was $7.9
million, compared to $1.9 million net loss for the three months ended September
30, 2001.
Our net income per share of common stock was $0.32 for the three months
ended September 30, 2002, compared to a net loss per share of common stock of
$0.08 for the three months ended September 30, 2001. The increase in net income
per share of common stock was due to the increase in net income. The number of
weighted average shares increased to 24,250,734 at September 30, 2002, compared
to 22,942,116 at September 30, 2001.
Our net income per share of common stock assuming dilution increased to
$0.32 for the three months ended September 30, 2002, compared to a net loss per
common share of $0.08 in the three months ended September 30, 2001. The increase
in net income per share of common stock assuming dilution was due to the
increase in net income. The number of weighted average shares, assuming
dilution, increased to 24,666,489 in the three months ended September 30, 2002,
compared to 22,942,116 in the three months ended September 30, 2001.
26
CONSOLIDATED RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002
COMPARED TO THE CONSOLIDATED RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 2001
REVENUE
Our revenue increased by 18% to $121.9 million for the nine months ended
September 30, 2002 from $103.3 million for the nine months ended September 30,
2001. The breakdown of revenue by business group was as follows:
CONSOLIDATED REVENUE CONSOLIDATED REVENUE
FOR THE NINE MONTHS FOR THE NINE MONTHS
ENDED SEPTEMBER 30, 2001 ENDED SEPTEMBER 30, 2002
------------------------ ------------------------
(IN MILLIONS)
REVENUE
CLEC services .............. $ 34.3 $ 41.8
Data and Internet services.. 44.6 57.4
Long distance services ..... 14.2 13.5
Mobile services ............ 10.9 9.9
Eliminations ............... (0.7) (0.7)
-------- --------
TOTAL REVENUE ................ $ 103.3 $ 121.9
CLEC Services. Revenue from CLEC Services increased by 22% to 41.8 million
for the nine months ended September 30, 2002 from $34.3 million for the nine
months ended September 30, 2001.
The CLEC Services division of TeleRoss revenue increased by 10% to $22.9
million for the nine months ended September 30, 2002 from $20.9 million for the
nine months ended September 30, 2001. This is mainly due to increases in monthly
recurring revenue resulting from increased numbering capacity in service, partly
offset by a decrease in traffic revenue, because of pricing concessions on local
traffic made to its largest customer.
The CLEC Services division of Golden Telecom BTS revenue decreased by 27% to
$9.6 million for the nine months ended September 30, 2002 from $13.2 million for
the nine months ended September 30, 2001. The decrease in revenue was due to the
suspension of the termination of certain incoming traffic from the beginning of
the fourth quarter of 2001, partly offset by an increase in other recurring
revenues.
For ADS, acquired in September 2001, revenue from CLEC Services was $3.6
million for the nine months ended September 30, 2002.
The acquisition of the remaining 50% ownership interest in Sovintel was
completed in the third quarter of 2002. We began consolidating Sovintel into our
results of operations as of September 17, 2002. As a result of consolidating
Sovintel, revenue from CLEC services increased by $5.8 million for the nine
months ended September 30, 2002
Data and Internet Services. Revenue from Data and Internet Services
increased by 29% to $57.4 million for the nine months ended September 30, 2002
from $44.6 million for the nine months ended September 30, 2001. The increase is
largely the result of increases in Internet revenue from both dial-up and
dedicated Internet subscribers, increases in Internet traffic and other Internet
related revenues. Our dial-up Internet subscribers have grown 21% from 158,434
at September 30, 2001 to 191,707 at September 30, 2002. Internet revenues were
increased by the acquisition of Cityline and Uralrelcom on June 1, 2001,
however, Cityline's subscribers are in the process of being absorbed into our
TeleRoss operations so we are not able to identify the incremental impact of
this acquisition on the nine months ended September 30, 2002. Uralrelcom's
revenue was $1.7 million for the nine months ended September 30, 2002 as
compared to $0.5 million for the nine months ended September 30, 2001.
Long Distance Services. Revenue from Long Distance Services decreased by 5%
to $13.5 million for the nine months ended September 30, 2002 from $14.2 million
for the nine months ended September 30, 2001. Equipment revenues declined in the
nine months ended September 30, 2002, as compared to the nine months ended
September 30, 2001, due to a large contract that was installed in the first half
of 2001. This decline was partly offset by increases in recurring fees and
traffic revenues due to an increasing end-user customer base in Moscow and in
many Russian regions.
Mobile Services. Revenue from Mobile Services decreased by 9% to $9.9
million for the nine months ended September 30, 2002 from $10.9 million for the
nine months ended September 30, 2001. Active subscribers declined approximately
7% and the average revenue per active subscriber has declined by 1% to
approximately $30.66 per month.
27
EXPENSES
The following table shows our principal expenses for the nine months ended
September 30, 2002 and September 30, 2001:
CONSOLIDATED EXPENSES CONSOLIDATED EXPENSES
FOR THE NINE MONTHS FOR THE NINE MONTHS
ENDED SEPTEMBER 30, 2001 ENDED SEPTEMBER 30, 2002
------------------------ ------------------------
(IN MILLIONS)
COST OF REVENUE
CLEC services ...................... $ 13.3 $ 17.2
Data and Internet services ......... 22.2 25.7
Long distance services ............. 10.0 10.1
Mobile services .................... 2.8 2.2
Eliminations ....................... (0.7) (0.7)
------- -------
TOTAL COST OF REVENUE ................ 47.6 54.5
Selling, general and administrative... 38.3 30.7
Depreciation and amortization ........ 30.6 19.6
Equity in losses (earnings)
of ventures ........................ (5.2) (3.8)
Interest income ...................... (2.9) (1.2)
Interest expense ..................... 1.7 1.4
Foreign currency loss ................ 0.4 0.6
Provision for income taxes ........... 2.1 3.8
Cumulative effect of a change
in accounting principle ............. -- 1.0
Cost of Revenue
Our cost of revenue increased by 14% to $54.5 million for the nine months
ended September 30, 2002 from $47.6 million for the nine months ended September
30, 2001.
CLEC Services. Cost of revenue from CLEC Services increased by 29% to $17.2
million, or 41% of revenue, for the nine months ended September 30, 2002 from
$13.3 million, or 39% of revenue, for the nine months ended September 30, 2001.
The CLEC Services division of TeleRoss' cost of revenue increased by 22% to
$7.7 million, or 34% of revenue, for the nine months ended September 30, 2002
from $6.3 million, or 30% of revenue, for the nine months ended September 30,
2001. The increase as a percentage of revenue resulted from settlements to other
operators not decreasing in line with the pricing concessions to customers.
The CLEC Services division of Golden Telecom BTS cost of revenue decreased
by 38% to $4.3 million, or 45% of revenue, for the nine months ended September
30, 2002 and was $6.9 million, or 52% of revenue, for the nine months ended
September 30, 2001. Cost of revenue decreased as a percentage of revenue due to
suspension of termination of certain lower margin incoming traffic.
For ADS, acquired in September 2001, cost of revenue from CLEC Services was
$2.0 million for the nine months ended September 30, 2002.
The acquisition of the remaining 50% ownership interest in Sovintel was
completed in the third quarter of 2002. We began consolidating Sovintel into our
results of operations as of September 17, 2002. As a result of consolidating
Sovintel, cost of revenue from CLEC services increased by $2.9 million for the
nine months ended September 30, 2002.
Data and Internet Services. Cost of revenue from Data and Internet Services
increased by 16% to $25.7 million, or 45% of revenue, for the nine months ended
September 30, 2002 from $22.2 million, or 50% of revenue, for the nine months
ended September 30, 2001. Increases in higher margin corporate data and Internet
revenues have more than offset increases in lower margin dial-up Internet
revenues.
Long Distance Services. Cost of revenue from Long Distance Services
increased by 1% to $10.1 million, or 75% of revenue, for the nine months ended
September 30, 2002 from $10.0 million, or 70% of revenue, for the nine months
ended September 30, 2001. The increase in cost of revenue as a percentage of
revenue is partly due to additional satellite transponder costs and higher
settlement costs to other operators.
28
Mobile Services. Cost of revenue from Mobile Services decreased by 21% to
$2.2 million, or 22% of revenue, for the nine months ended September 30, 2002
from $2.8 million, or 26% of revenue, for the nine months ended September 30,
2001. The cost of revenue decreased as a percentage of revenue, mainly as a
result of cost controls and a change in the revenue mix from handset sales to
traffic revenue.
Selling, General and Administrative
Our selling, general and administrative expenses decreased by 20% to $30.7
million, or 25% of revenue, for the nine months ended September 30, 2002 from
$38.3 million, or 37% of revenue, for the nine months ended September 30, 2001.
This was mainly due to reductions in employee related costs, advertising, and
other selling, general and administrative expenses. The acquisition of the
remaining 50% of Sovintel and subsequent consolidation of Sovintel as of
September 17, 2002 into our results of operations contributed $0.7 million for
the nine months ended September 30, 2002 to selling, general and administrative
expenses.
Depreciation and Amortization
Our depreciation and amortization expenses decreased by 36% to $19.6 million
for the nine months ended September 30, 2002 from $30.6 million for the nine
months ended September 30, 2001. The decrease is in part due to the adoption of
SFAS No. 142 which requires that goodwill no longer be amortized effective from
January 1, 2002 and which has an impact of a reduction of approximately $8.9
million on the amortization expense and also as a result of the impairment
charges recorded in the fourth quarter of 2001, which in turn reduces the level
of depreciation and amortization recorded for the nine months ended September
30, 2002 by $5.4 million. These reductions were, in part, offset by the
continuing capital expenditures of the consolidated entities. The acquisition of
the remaining 50% of Sovintel and subsequent consolidation of Sovintel as of
September 17, 2002 into our results of operations contributed $0.6 million for
the nine months ended September 30, 2002 to depreciation and amortization.
Equity in Earnings/Losses of Ventures
The earnings after interest and tax charges from our investments in
non-consolidated ventures were $3.8 million for the nine months ended September
30, 2002 down from earnings of $5.2 million for the nine months ended September
30, 2001. We recognized earnings at Sovintel of $9.0 million for the period from
January 1 to September 16, 2002, which more than offset our recognized losses in
MCT of $5.1 million. In the nine months ended September 30, 2001, our recognized
earnings at Sovintel were $7.4 million, which more than offset our recognized
losses in MCT.
Interest Income
Our interest income was $1.2 million for the nine months ended September 30,
2002 down from $2.9 million for the nine months ended September 30, 2001. The
decrease in interest income mainly reflects lower interest rates earned on our
cash and cash equivalents.
Interest Expense
Our interest expense was $1.4 million for the nine months ended September
30, 2002 down from $1.7 million for the nine months ended September 30, 2001.
Interest expense mainly reflects the effect of higher balances of debt,
excluding capital leases offset by lower interest rates. Debt, excluding capital
lease obligations, at September 30, 2002 was $49.7 million compared to $14.3
million at September 30, 2001. Debt, excluding capital lease obligations, at
September 30, 2002 includes $45.5 million non-interest bearing note payable to
Rostelecom, a shareholder of the Company, in conjunction with the acquisition of
the remaining 50% of Sovintel.
Foreign Currency Loss
Our foreign currency loss was $0.6 million for the nine months ended
September 30, 2002, compared to a $0.4 million loss for the nine months ended
September 30, 2001. The increase in foreign currency loss is due to a
combination of movements in exchange rates and changes in the amount of net
monetary assets that we have denominated in foreign currencies.
29
Provision for Income Taxes
Our charge for income taxes was $3.8 million for the nine months ended
September 30, 2002 compared to $2.1 million for the nine months ended September
30, 2001. The increase was due to increasing levels of taxable profit being
incurred in Russia and Ukraine, partially offset by a reduction in the income
tax rates in the nine months ended September 30, 2002 as compared to the nine
months ended September 30, 2001. The acquisition of the remaining 50% of
Sovintel and subsequent consolidation of Sovintel as of September 17, 2002 into
our results of operations contributed $0.4 million for the nine months ended
September 30, 2002 to income taxes.
Cumulative effect of a change in accounting principle
We adopted SFAS No. 142 "Accounting for Goodwill," effective from January 1,
2002. As a result, we recorded a cumulative effect of a change in accounting
principle for negative goodwill (deferred credit) arising on our equity method
investments in the amount of $1.0 million in the nine months ended September 30,
2002.
Net Income (Loss) and Net Income ( Loss) per Share
Our net income for the nine months ended September 30, 2002 was $16.8
million, compared to a net loss of $9.3 million for the nine months ended
September 30, 2001.
Our net income per share of common stock increased to $0.73 for the nine
months ended September 30, 2002, compared to a net loss per share of $0.39 for
the nine months ended September 30, 2001. The increase in net income per share
of common stock was due to the increase in net income and a decrease in the
number of weighted average shares to 23,151,810 at September 30, 2002, compared
to 24,014,256 at September 30, 2001.
Our net income per share of common stock assuming dilution increased to
$0.71 for the nine months ended September 30, 2002, compared to a net loss per
common share of $0.39 in the nine months ended September 30, 2001. The increase
in net income per share of common stock assuming dilution was due to the
increase in net income and a decrease in the number of weighted average shares
assuming dilution to 23,602,715 in the nine months ended September 30, 2002,
compared to 24,014,256 in the nine months ended September 30, 2001.
LIQUIDITY AND CAPITAL RESOURCES
Our cash, cash equivalents and investments available for sale were $65.5
million and $46.4 million as of September 30, 2002 and December 31, 2001,
respectively. Of these amounts, our cash and cash equivalents were $65.5 million
and $37.4 million as of September 30, 2002 and December 31, 2001, respectively.
We have invested in money market instruments with an original maturity greater
than three months which are classified as investments available for sale. At
September 30, 2002 and December 31, 2001 investments available for sale were
none and $9.0 million, respectively.
Our total restricted cash was $1.5 million and $3.4 million as of September
30, 2002, and December 31, 2001, respectively. The restricted cash is maintained
in connection with certain of our debt obligations as described below.
During the nine months ended September 30, 2002, we had net cash inflows of
$28.8 million from our operating activities. During the nine months ended
September 30, 2001, we had net cash inflows of $19.1 million from our operating
activities. This increase in net cash inflows from operating activities at
September 30, 2002 is mainly due to the achievement of net income, increased
revenues and a reduction in our operating expenses and also due to the
consolidation of Sovintel into our results of operations and financial position
as of September 17, 2002. During the nine months ended September 30, 2002, we
had net cash inflows of $5.9 million from our investing activities. During the
nine months ended September 30, 2001, we had net cash outflows of $3.0 million
from our investing activities. The net increase in net cash inflows from
investing activities was primarily due to lower cash outflows for the purchases
of property, equipment and intangible assets and acquisitions, net of cash
received. Network investing activities totaled $16.6 million for the nine months
ended September 30, 2002 and included capital expenditures principally
attributable to building our telecommunications network. Network investing
activities totaled $23.6 million for the nine months ended September 30, 2001
and included fiber optic capacity between Moscow and Stockholm and the GSM
network build out in Odessa, Ukraine. During the nine months ended September 30,
2002, we recovered funds from escrow of $3.0 million in association with our
acquisition of PTK in June 2001. During the nine months ended September 30,
2001, we received proceeds from investments available for sale of $54.3 million
and during the nine months ended September 30, 2002, we received net proceeds
from investments available for sale of $9.0 million.
30
We had working capital of $52.3 million as of September 30, 2002 and $36.0
million as of December 31, 2001. At September 30, 2002, we had total debt,
excluding capital lease obligations, of approximately $49.7 million, of which
$17.2 million were current maturities. At December 31, 2001, we had total debt,
excluding capital lease obligations, of approximately $13.2 million, of which
$9.9 million were current maturities. Total debt included amounts that were
fully collateralized by restricted cash. At September 30, 2002 $15.5 million of
our short-term debt was at fixed rates. At December 31, 2001 $6.3 million of our
short-term debt was at fixed rates. We repaid $9.0 million of debt in the nine
months ended September 30, 2002, compared to $7.0 million in the nine months
ended September 30, 2001. Additionally, we received $3.8 million of proceeds
from the exercising of employee stock options in the nine months ended September
30, 2002, compared to none in the nine months ended September 30, 2001.
Some of our operating companies have received debt financing through direct
loans from affiliated companies. In addition, certain operating companies have
borrowed funds under a back-to-back, seven-year credit facility for up to $22.7
million from a Russian subsidiary of Citibank. Under this facility, we provide
full cash collateral, held in London, and recorded on our balance sheet as
restricted cash, for onshore loans made by the bank to our Russian registered
joint ventures. In a second, similar facility, we provide full cash collateral
for a short term back-to-back, revolving, credit facility for up to $10.0
million from the same bank for two of our larger Russian operating companies.
The funding level as of September 30, 2002 for all these facilities totaled $1.5
million, of which $0.7 million was funded to our consolidated subsidiaries and
$0.8 million was funded to our non-consolidated entities.
In September 2002, TeleRoss LLC ("TeleRoss"), a wholly-owned Russian
subsidiary, issued a three month $46.0 million non-interest bearing note payable
to Rostelecom in partial settlement for the acquisition of the remaining 50%
ownership interest in Sovintel previously held by Rostelecom. TeleRoss is
required to settle this note, in full, on December 5, 2002. This note became
effective with the execution of a payment guarantee by GTI.
In September 2002, ROL Holdings Limited ("ROLH"), a wholly-owned Cypriot
subsidiary, entered into a secured $30.0 million credit facility with ZAO
Citibank. We anticipate that ROLH will draw upon the Citibank credit facility in
the fourth quarter of 2002 to retire $30.0 million of the $46.0 million
non-interest bearing promissory note issued to Rostelecom in connection with the
acquisition of the remaining 50% ownership interest in Sovintel previously held
by Rostelecom. We have classified in the condensed consolidated balance sheet
$30.0 million of the $46.0 million non-interest bearing note payable to
Rostelecom as long-term debt because of the intent and ability to refinance this
amount with the Citibank Credit Facility. Assuming the credit facility is fully
drawn down, ROLH will be required to make four quarterly payments of $7.5
million each plus accrued interest beginning in December 2003. The Citibank
credit facility will carry interest at a rate equal to the three month USD LIBOR
plus 4.35%. At the drawdown of the Citibank credit facility, GTI and its
affiliates will execute a number of agreements to secure repayment of the
facility, including a payment guarantee from GTI.
In the ordinary course of business, we may enter into arrangements with
vendors principally for access to telecommunication network access and
equipment. In September 2002, we entered into a purchase commitment for
satellite transmission capacity. The agreement requires 60 monthly payments of
$0.1 million each.
In the future, we may execute especially large or numerous acquisitions,
which may require us to raise additional funds through a dilutive equity
issuance, through additional borrowings with collateralization and through the
divestment of non-core assets, or combinations of the above. In the case
especially large or numerous acquisitions do not materialize, we expect our
current sources of funding to finance our capital requirements for the next 12
to 18 months. The actual amount and timing of our future capital requirements
may differ materially from our current estimates because of changes or
fluctuations in our anticipated acquisitions, investments, revenue, operating
costs and network expansion plans and access to alternative sources of financing
on favorable terms. Further, in order for us to compete successfully, we may
require substantial capital to continue to develop our networks and meet the
funding requirements of our operations and ventures, including losses from
operations. We will also require capital for other acquisition and business
development initiatives. We expect to fund these requirements through our cash
on hand, cash flow from operations, proceeds from additional equity and debt
offerings that we may conduct, and debt financing facilities.
We may not be able to obtain additional financing on favorable terms. As a
result, we may be subject to additional or more restrictive financial covenants,
our interest obligations may increase significantly and our shareholders may be
adversely diluted. Our failure to generate sufficient funds in the future,
whether from operations or by raising additional debt or equity capital, may
require us to delay or abandon some or all of our anticipated expenditures, to
sell assets, or both, which could have a material adverse effect on our
operations.
31
As part of our drive to increase our network capacity, reduce costs and
improve the quality of our service, we have leased additional fiber optic and
satellite-based network capacity, the terms of these leases are generally five
years or more and can involve significant advance payments. As demand for our
telecommunication services increases we expect to enter into additional capacity
agreements and may make significant financial commitments, in addition to our
existing commitments.
SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS
Certain statements contained in "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and other parts of this document,
including, without limitation, those concerning (1) anticipated amortization
expense; (2) resolution of commercial disputes with Ukretelecom; (3) projected
traffic volume; (4) future revenues, costs, and taxes; (5) changes in Golden
Telecom's competitive environment; (6) our projections concerning our liquidity
and capital resources; (7) expansion of our capacity; and (8) the political and
financial situation in the markets in which we operate, contain forward-looking
statements concerning the Company's operations, economic performance and
financial condition. Because such statements involve risks and uncertainties,
actual results may differ materially from those expressed or implied by such
forward-looking statements. Among the key factors that have a direct bearing on
the Company's results of operations, economic performance and financial
condition are the commercial and execution risks associated with implementing
the Company's business plan, the political, economic and legal environment in
the markets in which the Company operates, changes in U.S. accounting standards,
increasing competitiveness in the telecommunications and Internet-related
businesses that may limit growth opportunities, and the consummation of numerous
or large acquisitions. These and other factors are discussed herein under
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and elsewhere in this Report.
Additional information concerning factors that could cause results to differ
materially from those in the forward looking statements are contained in the
Company's filings with the U.S. Securities and Exchange Commission ("SEC") and
especially in the Risk Factor sections therein, including, but not limited to
the Company's report on Form 10-K for the year ended December 31, 2001.
In addition, any statements that express, or involve discussions as to,
expectations, beliefs, plans, objectives, assumptions or future events or
performance (often, but not always, through the use of words or phrases such as
"will likely result," "are expected to," "will continue," "is anticipated,"
"estimated," "intends," "plans," "projection" and "outlook") are not historical
facts and may be forward-looking and, accordingly, such statements involve
estimates, assumptions and uncertainties which could cause actual results to
differ materially from those expressed in the forward-looking statements.
Accordingly, any such statements are qualified in their entirety by reference
to, and are accompanied by, the factors discussed throughout this Report.
The factors described in this report could cause actual results or outcomes
to differ materially from those expressed in any forward-looking statements of
the Company made by or on behalf of the Company, and investors, therefore,
should not place undue reliance on any such forward-looking statements. Further,
any forward-looking statement speaks only as of the date on which such statement
is made, and the Company undertakes no obligation to update any forward-looking
statement or statements to reflect events or circumstances after the date on
which such statement is made or to reflect the occurrence of unanticipated
events. New factors may emerge from time to time, and it is not possible for
management to predict all of such factors. Further, management cannot assess the
impact of each such factor on the Company's business or the extent to which any
factor, or combination of factors, may cause actual results to differ materially
from those contained in any forward-looking statements.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Controls and Procedures
The Company maintains disclosure controls and procedures, which have been
designed to ensure that material information related to Golden Telecom,
including its consolidated and non-consolidated subsidiaries, is made known to
the disclosure committee on a regular basis. In response to recent legislation
and proposed regulations, the Company has reviewed the internal control
structure and disclosure controls and procedures pursuant to Rule 13a-14 and
15(d)-14(c) under the Securities and Exchange Act of 1934, as amended. Although
the Company believes that the pre-existing disclosure controls and procedures
were adequate to enable the Company to comply with the Company's disclosure
obligations, as a result of such review, the Company implemented minor changes,
primarily to formalize and document the procedures already in place. The Company
also established a disclosure committee comprised of certain members of the
Company's senior management.
32
After the formation of our disclosure committee and within 90 days prior to
the filing of this report, the disclosure committee carried out an evaluation,
under the supervision and with the participation of the Company's management,
including the Company's Chief Executive Officer and Chief Financial Officer, of
the effectiveness of the design and operation of the Company's disclosure
controls and procedures. Based upon that evaluation, the Chief Executive Officer
and Chief Financial Officer concluded that the Company's disclosure controls and
procedures are effective in causing material information to be recorded,
processed, summarized, and reported by management of the Company on a timely
basis and to ensure that the quality and timeliness of the Company's public
disclosures complies with the SEC disclosure obligations.
Changes in Controls and Procedures
There were no significant changes in the Company's internal controls or in
other factors that could significantly affect these internal controls after the
date of our most recent evaluation.
33
PART II. OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
On August 28, 2002, the Company issued 4,024,067 shares of common stock, par
value $0.01, to Open Joint Stock Company Rostelecom in partial settlement of the
purchase price for the acquisition of the remaining 50% ownership interest in
Sovintel, previously held by Rostelecom. No underwriter or underwriting discount
was involved in the offering. Exemption from registration was claimed under the
Securities Act of 1933 afforded by Section 4(2) thereof.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits
DESIGNATION DESCRIPTION OF EXHIBIT
2.1* Ownership Interest Purchase Agreement dated March
13, 2002, by and among SFMT-CIS, OOO TeleRoss
(wholly-owned subsidiaries of Golden Telecom,
Inc.) and OAO Rostelecom.
10.1* Registration Rights Agreement dated September 5,
2002, by and among Golden Telecom, Inc. and OAO
Rostelecom.
10.2* Subscription Agreement dated September 5, 2002, by
and among Golden Telecom, Inc. and OAO Rostelecom.
10.3* Standstill Agreement dated as of September 5,
2002, by and among Golden Telecom, Inc., OAO
Rostelecom, Alfa Telecom Limited, Capital
International Global Emerging Markets Private
Equity Fund, L.P., Cavendish Nominees Limited and
First NIS Regional Fund SICAV.
10.4* Shareholders Agreement dated as of September 5,
2002, by and among Golden Telecom, Inc., OAO
Rostelecom, Alfa Telecom Limited, Capital
International Global Emerging Markets Private
Equity Fund, L.P., Cavendish Nominees Limited and
First NIS Regional Fund SICAV.
10.5** Credit Agreement, including Schedules and
Exhibits, dated September 25, 2002, by and among
ROL Holdings Limited (wholly-owned subsidiary of
Golden Telecom, Inc.) and ZAO Citibank.
- -------
* Incorporated by reference to the Company's current report on Form 8-K dated
September 17, 2002 (Commission File No. 0-27423).
** Incorporated by reference to the Company's current report on Form 8-K dated
September 25, 2002 (Commission File No. 0-27423).
34
b) Reports on Form 8-K
DATE OF REPORT SUBJECT OF REPORT
-------------- -----------------
September 5, 2002 Subsidiaries of the Company finalize the
acquisition of the remaining 50%
ownership interest in EDN Sovintel LLC
September 17, 2002 Subsidiaries of the Company acquire
remaining 50% ownership interest in EDN
Sovintel LLC and begin to consolidate
the results of operations and financial
position.
September 25,2002 A subsidiary of the Company enters into a
credit agreement in a maximum amount of
$30.0 million with ZAO Citibank.
35
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
GOLDEN TELECOM, INC.
(Registrant)
By: /s/ DAVID STEWART
-----------------
Name: David Stewart
Title: Chief Financial Officer and Treasurer
(Principal Financial Officer)
By: /s/ MICHAEL D. WILSON
---------------------
Name: Michael D. Wilson
Title: Corporate Controller
(Principal Accounting Officer)
Date: November 13, 2002
36
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
I, Alexander Vinogradov, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Golden Telecom, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report
is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: November 13, 2002
/s/ ALEXANDER VINOGRADOV
- -------------------------
Alexander Vinogradov
President, Chief Executive Officer and
Director
37
CERTIFICATION OF CHIEF FINANCIAL OFFICER
I, David Stewart, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Golden Telecom, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report
is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: November 13, 2002
/s/ DAVID STEWART
- ------------------
David Stewart
Senior Vice President, Chief
Financial Officer and Treasurer
38