10.07.2007 09:20:00
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Sistema Announces Financial Results for Three Months Ended March 31, 2007
Sistema (the "Group”)
(LSE: SSA), the largest private sector consumer services company in
Russia and the CIS, today announced its unaudited consolidated US GAAP
financial results for the three months ended March 31, 2007.
FIRST QUARTER HIGHLIGHTS Consolidated revenues up 44% year on year to US$ 2.7 billion OIBDA up 58% year on year to US$ 1.1 billion with increased margin
of 40.5% Operating income up 87% year on year to US$ 728.5 million with
increased margin of 27% Net income up more than five fold year on year to US$ 745.9 million US$ 356.4 million raised through SITRONICS initial public offering
in February 2007 Completion of sale of 49.2% stake in ROSNO insurance joint venture
for US$ 750 million in February 2007
Alexander Goncharuk, President and Chief Executive Officer, commented: "The
44% revenue growth generated in the first quarter of 2007 demonstrates
our solid performance across all business lines, and particularly in the
telecommunications segment. The non-telecommunications businesses now
account for almost a quarter of total revenues. We have successfully
combined this growth with a more than five fold year on year increase in
net income, which reflects our focus on maximizing shareholder value
creation through improved operational performance and selective asset
realizations. Specifically, we have been able to realize our investment
in ROSNO through the sale of our 49.2% stake for US$ 750 million. The
IPO of SITRONICS was another important milestone in the development of
our Group. We are well positioned for continued growth in all of our
business areas and remain focused on enhancing our competitive position
and profitability in each segment.” FINANCIAL SUMMARY1 (US$ millions) Q1 07 Q1 06 Year on Year Growth Q4 06 Quarter on Quarter Change
Revenues
2,706.0
1,882.4
43.8%
3,218.6
-15.9%
OIBDA2 OIBDA Margin
1,095.5
40.5%
692.7
36.8% 58.2%
992.730.8% 10.4%
Operating income
Operating Margin
728.5
26.9%
388.9
20.7% 87.3%
634.1
19.7% 14.9%
Net income
Net income Margin
745.93
27.6%
129.5
6.9% 476.1%
2.94 0.1% - OPERATING REVIEW
Sistema’s consolidated revenues increased by
44% year on year in the first quarter of 2007 as a result of the healthy
performance by the Group’s
Telecommunications and non-telecommunications operations. The
non-telecommunications businesses accounted for 24% of Group
consolidated revenues in the first quarter, compared to 19% for the
corresponding period of 2006. The organic year on year growth in the
first quarter (excluding businesses acquired or divested since the end
of the first quarter of 2006) was 38%.
Group OIBDA increased by 58% year on year in the first quarter and by
10% quarter on quarter compared to the fourth quarter of 2006. The Group’s
OIBDA margin increased from 36.8% in the first quarter of 2006 to 40.5%
in the first quarter of 2007. MTS showed particularly strong growth and
expanded its OIBDA margin by 5.4 percentage points year on year to
51.9%, as a result of improving efficiency levels. Comstar’s
adjusted5 OIBDA margin was up quarter on
quarter from an underlying level of 33% in the fourth quarter of 2006 to
40%, due to the positive effect of the introduction of new tariffs at
MGTS and the benefits of the restructuring on Comstar Moscow’s
margin. The first quarter profitability levels were however adversely
impacted by the delaying of some key projects at SITRONICS until later
in 2007.
Group operating income was up 87% year on year and by 15% quarter on
quarter. The Group operating margin increased in the first quarter to
26.9%, from 20.7% a year ago, and from 19.7% in the fourth quarter of
2006.
Consolidated depreciation and amortization expenses increased by 21%
year on year from US$ 303.8 million to US$ 367.0 million due to the
growth in the Group’s fixed and intangible
asset base over the past twelve months, and the previously announced
accelerated depreciation of analogue equipment by MGTS.
Selling, general and administrative expenses rose by 32% year on year
from US$ 339.6 million to US$ 447.7 million, due to the growth in
advertising expenses in the telecommunications businesses and the
overall increase in wage expenses.
The effective tax rate decreased from 40.2% in the first quarter of 2006
to 32.0% in the first quarter of 2007, largely as a result of the change
in the functional currency of MTS with effect from January 1, 2007. The
change eliminated the difference between the accounting treatment of
foreign exchange gains on MTS’ US
Dollar-denominated debt under US GAAP and the Russian tax code.
Sistema’s share in the net income of the
affiliated Bashkir oil companies amounted to US$ 21.5 million in the
first quarter of 2007.
The growth in net income before US$ 99.4 million of discontinued
operations resulted from the organic growth in the telecommunications
segment and was partly offset by the decrease in net income reported by
the technology segment. The sale of the Group’s
stake in ROSNO contributed an additional US$ 522.9 million of net
proceeds after tax to the total net income for the first quarter of
2007. As a result, net income increased more than five fold year on year.
Telecommunications6 (US$ millions) Q1 07 Q1 06 Year on Year Growth Q4 06 Quarter on Quarter Change
Revenues
2,067.1
1,534.2
35%
2,096.3
-1%
OIBDA
1,081.4
708.2
53%
942.3
15%
Operating Income
743.1
404.9
84%
606.8
23%
Net Income
227.3
128.6
77%
69.87 226%
The Telecommunications segment, which comprises MTS, the largest mobile
phone operator in Russia and the CIS, and Comstar UTS, the leading
combined telecommunications operator in the CIS, generated 35% year on
year revenue growth in the first quarter of 2007. The segment accounted
for 76% of the Group’s consolidated revenues
in the quarter, compared to 81% a year ago. The growth was primarily
organic, with the exception of US$ 5.7 million of revenue generated by
businesses acquired after the end of the first quarter of 2006 by
Comstar (DG Tel and Technologic Systems in Ukraine, Cornet and Callnet
in Armenia, and Astelit in Russia) and MTS (Dagtelecom). MTS continued
to be the main contributor to the segment revenues and accounted for 84%
of the segment’s year on year growth in the
quarter.
MTS added 1.3 million subscribers during the quarter and had 74.2
million subscribers by the end of the first quarter of 2007. The Company
generated 35% year on year revenue growth to US$ 1.7 billion, which
reflected a year on year increase in average monthly service revenue per
Russian subscriber ("ARPU”)
from US$ 6.6 to US$ 8.2. Russian subscribers’
monthly Minutes of Use (MOU) increased by 14% year on year to 134. MTS’
consolidated OIBDA rose by 51% year on year to US$ 0.9 billion, largely
as a result of optimized marketing and advertising spending. MTS was
also able to decrease the cost of customer acquisition on a sequential
basis in the first quarter, with subscriber acquisition costs (SAC)
falling from US$ 29.1 in the fourth quarter of 2006 to US$ 26.2 in the
first quarter of 2007.
Comstar UTS generated 32% year on year revenue growth to US$ 328.9
million, reflecting healthy organic revenue growth driven by the high
customer demand for the unlimited tier of the tariff plans introduced by
MGTS from February 2007, the positive impact of the introduction of ‘Calling
Party Pays’, and the healthy development of
the Comstar Direct broadband Internet and double-play offerings. Comstar
Direct announced in April that it had become the first operator in
Moscow to pass the 400,000 subscriber milestone, and increased its
subscriber base by 11% quarter on quarter. Comstar UTS reported a 23%
year on year increase in OIBDA to US$ 133.9 million in the first quarter.
Segment OIBDA was up 53% year on year, with an increased combined OIBDA
margin of 52.3% in the first quarter, up from 46.2% a year ago and 45.0%
in the fourth quarter of 2006. This increase in margin primarily
reflected the increased operating profitability at MTS as a result of
the restructuring program implemented from May 2006. Segment net income
for the first quarter increased by 77% year on year.
MTS provided updated guidance for the full year 2007 in May. MTS stated
that it expects its revenues to grow by no less than 22% in 2007 and its
OIBDA margin for the full year to be at least 50%. MTS announced in
April 2007 that it had been awarded third generation (3G) licenses for
the entire territory of Russia and Uzbekistan. MTS is currently
forecasting capital expenditure of up to US$ 1 billion up until the end
of 2009 on network deployment and the commercial launch of 3G services.
Technology (US$ millions) Q1 07 Q1 06 Year on Year Growth
Revenues
310.8
239.6
30%
OIBDA
-11.6
21.0
-
Operating Income
-24.9
19.7
-
Net Loss/Income
-23.0
5.6
-
The Technology segment comprises SITRONICS, which is a leading provider
of telecommunications, IT and microelectronic solutions in Russia and
the CIS, with a growing presence in other EEMEA emerging markets.
SITRONICS generated 30% year on year revenue growth in the first quarter
and accounted for 11% of Group revenues for the quarter, compared to 9%
for the same period of 2006.
SITRONICS reported a negative OIBDA and a net loss in the first quarter.
The first quarter profitability levels were adversely impacted by the
deferral of some key customer projects until later in 2007. The increase
in the cost base was due to the higher level of fixed costs following
the scaling up of operations, the increase in research and development
costs related to new products that were due to be implemented during the
period but have been delayed, and the ongoing expansion into the Middle
East and Africa.
The Company’s revenue streams are largely
dependent on scale contracts which tend to weight more to the second
half of the year and SITRONICS has won a number of new public and
private sector contracts during the first half of 2007. In addition, the
delayed MGTS and MTS projects are now expected to commence during the
second half of 2007 and run into 2008. New contracts have been secured
with the Russian Federal Agency of Industry, Wateen Telecom in Pakistan,
Telecom Srbija in Serbia, CALLAX in Germany, BTC Mobile in Bulgaria, a
World Bank-funded project in Ukraine, and National Machinery Import &
Export Corporation in China.
SITRONICS completed its Initial Public Offering on the London Stock
Exchange in February 2007 and raised US$ 356.4 million of net proceeds.
Real Estate (US$ millions) Q1 07 Q1 06 Year on Year Growth
Revenues
34.5
15.7
119%
OIBDA
7.0
0.3
-
Operating Income
4.1
-0.4
-
Net Income/Loss
4.7
-5.8
-
Revenues for the Real Estate segment, which comprises Sistema Hals, a
leading Moscow-based real estate development, management and investment
company, more than doubled year on year in the first quarter. The Segment’s
OIBDA margin increased from 2% in the first quarter of 2006 to 20% in
the first quarter of 2007, primarily due to the growth of revenue from
operating activities and a decrease in operating expenses. The net loss
in the first quarter of 2006 was therefore reversed into a net profit in
the first quarter of 2007. The real estate development division remained
one of the primary growth drivers of the business and accounted for 46%
of segment revenues for the quarter, compared to 37% for the
corresponding period of 2006. The growth in revenues primarily resulted
from the construction of the Siemens Tower project, Yartsevskaya, 27V, a
residential building with 29,910 square meters of gross built area
(GBA), located in the western part of Moscow, and the sale of land plots
at Avrora residential development in the Moscow region. Additionally,
Sistema Hals recognized US$ 3.5 million in revenues from the partial
completion of the Siemens Tower project. Revenues in the project
construction management division more than doubled year on year to US$
8.9 million in the first quarter of 2007. The asset management division
increased revenues by 81% year on year to US$ 6.4 million in the first
quarter of 2007, primarily as a result of an increase in the number of
houses sold within the asset restructuring program and the growth in
rental revenues.
Sistema Hals announced the results of an independent valuation of its
real estate property and projects in March 2007. The valuation was
carried out by Cushman and Wakefield Styles & Riabokobylko (C&WS&R), and
indicated that the value of the Sistema Hals portfolio had increased by
35% between June 30, 2006 and January 1, 2007 to US$ 2.0 billion.
Sistema Hals signed an agreement with the X5 Retail Group, Russia 's
largest grocery retailer, in March 2007 for the opening of branches of
the Perekrestok supermarket chain in two of Sistema Hals retail &
leisure centers in Moscow and in several regional malls.
Banking (US$ millions) Q1 07 Q1 06 Year on Year Growth
Revenues
79.8
44.1
81%
OIBDA
10.5
9.0
16%
Operating Income
9.3
8.7
7%
Net Income
4.4
5.9
-27%
The Banking segment comprises the Moscow Bank for Reconstruction and
Development (MBRD), which provides corporate and retail banking services
in Russia, and its subsidiaries. Segment revenues almost doubled year on
year in the first quarter. The bank’s loan
portfolio grew by 59% year on year to US$ 1.6 billion as at March 31,
2007 and interest income received from the retail banking operations
increased to US$ 13.9 million in the first quarter of 2007. The bank
increased its interest income from non-Sistema clients following the
expansion of its retail business with the opening of 5 mini-offices in
the first quarter of 2007. The bank’s retail
network included a total of 13 branches and 112 mini-offices as at the
end of the quarter. Leasing activities contributed US$ 6.1 million to
the segment’s revenue in the first quarter
of 2007.
Retail (US$ millions) Q1 07 Q1 06 Year on Year Growth
Revenues
86.9
56.0
55%
OIBDA
-5.0
-2.9
-
Operating Income
-7.0
-3.1
-
Net Loss
-8.5
-5.0
-
The Retail segment comprises Detsky Mir, one of the largest children’s
goods retail store chains in Russia. Total revenues grew by 55% year on
year, whilst retail revenues, which accounted for 89% of total revenues
in the period, increased by 149% year on year to US$ 77.0 million.
Wholesale and rental revenues represented the remaining share of total
revenues.
Detsky Mir reported a net loss in the quarter, which was largely due to
the significant expansion of the retail store network undertaken in the
fourth quarter of 2006 and the fact that the first quarter is a
seasonally weaker period of the year.
The first quarter saw a significant expansion in the network of retail
outlets, which increased by 28 stores to 67 in total, while the
aggregate retail space doubled year on year to 117 thousand square
meters.
Additionally, 7 new outlets were added to the retail store network since
the end of the quarter. As at July 10, 2007, Detsky Mir’s
retail network consisted of 74 retail outlets, with total retail space
of 133 thousand square meters, located in 36 Russian cities.
Media (US$ millions) Q1 07 Q1 06 Year on Year Growth
Revenues
26.9
19.8
36%
OIBDA
5.0
3.7
-
Operating Income
1.3
0.1
-
Net Loss
-0.2
-1.7
-
The Media segment, which comprises the Group’s
pay-TV, advertising, print and other media operations, generated 36%
year on year revenue growth in the first quarter. Stream-TV, one of the
largest providers of pay-TV services in Russia, which was acquired in
February 2006, contributed US$ 19.2 million in revenues for the first
quarter of 2007, compared to US$ 12.1 million in the first quarter of
2006.
The Stream-TV subscriber base grew by 4% quarter on quarter to 1.66
million subscribers by the end of the quarter, including 1.56 million
pay-TV customers, 86,000 Internet and 9,700 telephony subscribers. The
Maxima Group, an advertising agency, which operates in Russia, Ukraine,
Kazakhstan and Belarus, contributed US$ 7.4 million to segment revenues,
primarily due to the growth in its Ukrainian subsidiary and the increase
in print advertising revenues.
The increase in segment operating income reflected the growth in the
subscriber base and Stream-TV ARPU.
Corporate and Other (US$ millions) Q1 07 Q1 06 Year on Year Growth
Revenues
Radars and Aerospace
70.3
21.4
229%
Tourism
48.6
26.0
87%
Pharmaceuticals
17.2
1.1
1,464%
Healthcare Services
5.4
3.5
54%
Other
8.5
7.5
13%
Total
150.0
59.5
152%
OIBDA
Radars and Aerospace
12.4
1.7
-
Tourism
6.4
0.3
-
Pharmaceuticals
3.5
0.5
-
Healthcare Services
0.4
0.9
-
Other
-9.6
2.5
-
Total
13.1
5.9
-
Revenues for the Radars and Aerospace division, which comprises Concern
RTI Systems, more than tripled year on year in the quarter while OIBDA
increased more than six times year on year, as a result of an increase
in the volume of services performed under a number of government
contracts. OIBDA margin increased to 17.6% in the first quarter compared
to 7.9% in the first quarter of 2006. Concern RTI Systems is a supplier
of strategic missile defense systems, as well as information,
communication and navigation systems for a number of Russian Ministries
and Federal Agencies. RTI Systems deployed an early-warning space
control radar in Lechtusi, near St. Petersburg, during the first
quarter, and also completed the testing of the coastal over-the-horizon
surface wave radar.
The Tourism division’s revenues almost
doubled year on year in the first quarter of 2007 and the OIBDA margin
rose year on year to 13.2% from 1.2% in the same period of 2006. The
core tour operator business is complemented by a hotel business, a chain
of retail outlets and transportation services. Intourist served over
100,000 tourists in the first quarter of 2007.
The Pharmaceuticals division’s revenues for
the first quarter of 2007 increased almost 16 times and OIBDA rose 7
times year on year in the quarter, reflecting a number of strategic
transactions.
The Healthcare Services division’s revenues
increased 54.3% year on year. The division, which comprises the Medsi
and Medsi-II clinics, is developing into a leading private healthcare
provider in Russia with comprehensive medical care and a chain of
private clinics. Medsi acquired the American Hospital Group, a leading
medical centre for expatriates, located in Moscow, as well as
MedExpress, a chain of private healthcare facilities in Russia, after
the end of the quarter. As a result of these acquisitions, the network
of healthcare facilities has increased to over 20.
EQUITY IN NET INCOME OF ENERGY
COMPANIES
The results of Sistema’s participation in
the equity of Bashkir Oil companies, which comprise exploration,
refining and trading operations, are included in the "Equity
in net income of energy companies in the Republic of Bashkortostan”
line in the consolidated statements of operations. Sistema’s
share in the net income of the affiliated companies amounted to US$ 21.5
million in the first quarter of 2007. Sistema actively participates in
the development of these assets by holding three seats on each of the
Boards of Directors of the companies.
FINANCIAL REVIEW
Net cash provided by operating activities declined year on year to US$
214 million in the first quarter of 2007 from US$ 240 million in the
first quarter of 2006 largely as a result of an increase in the
portfolio of trading securities.
Net cash used in investing activities totaled US$ 378.0 million for the
first quarter of 2007 and included US$ 404.0 million of capital
expenditure, compared to US$ 864.7 million and US$ 393.8 million for the
corresponding period of 2006, respectively. The decrease in net cash
used in investing activities resulted primarily from the disposal of the
Rosno stake in the first quarter of 2007. The Group spent US$ 39.0
million on the acquisition of businesses during the first quarter of
2007 as described in the Acquisitions and Disposals section later in
this press release, compared to US$ 321 million in the first quarter of
2006.
Cash flow from financing activities amounted to US$ 703 million for the
quarter, which primarily reflects the net proceeds from the IPO of
SITRONICS in February.
Group cash balances totaled US$ 1.1 billion at the end of the period,
compared to US$ 502 million at December 31, 2006. Group net debt (debt
minus cash and cash equivalents) amounted to US$ 5.8 billion as at March
31, 2007, compared to US$ 6.3 billion as at December 31, 2006. The
proceeds from the sale of ROSNO and from the IPO of SITRONICS have
improved the cash position of the Group.
Standard & Poor's (S&P) Ratings Services revised its outlook rating on
Sistema in February 2007 from ‘stable’
to ‘positive’.
At the same time, S&P reaffirmed the 'BB-' long-term corporate credit
rating for the Group.
ACQUISITIONS AND DISPOSALS Telecommunications
In March 2007, Comstar sold its 45% equity stake in ZAO Metrocom, an
alternative fixed-line telecommunications operator based in St.
Petersburg, to closed joint-stock company MCT. The shares were sold for
a total cash consideration of US$ 20 million.
Technology
In March 2007, SITRONICS acquired 3.3% of ordinary shares in VZPP-Micron
from BIPOLYAR LLC. As a result, SITRONICS now owns 100% of VZPP-Micron.
VZPP-Micron is a producer of electronic power supply control components
for customers in Russia and overseas, and is part of SITRONICS
Microelectronic Solutions division.
Real Estate
In March 2007, Sistema Hals acquired a 67.58% stake in the KAMELIYA
Health Resort in the city of Sochi, which is currently being renovated
as a multifunctional complex that will include a 5-star hotel, luxury
apartments and a full internal infrastructure.
Insurance
In February 2007, Sistema completed the sale of a 49.2% stake in ROSNO
to Allianz, Sistema’s strategic partner in
ROSNO, for a total cash consideration of US$ 750.0 million, resulting in
a net gain from the disposal of US$ 521.9 million. Sistema remains a
minority shareholder in ROSNO with a 2.8% stake.
Media
Sistema Mass Media has finalised the acquisition of a 26% stake in JSC "Digital
Broadcasting” –
previously Sistema Mass Media had owned 74% of the share capital of the
company. As a result of the deal, Sistema Mass Media has consolidated
its shareholding in the company, which is working to become a key player
in mobile broadcasting in DVB-H format.
Treasury Shares
In February 2007, Sistema purchased an additional 0.48% of its own
stock. Sistema acquired in total 284,243 ordinary shares (2.95% of
outstanding shares) for US $347.3 million. The acquired shares are
intended for the funding of share option program for the top management
and may also be used in connection with certain future acquisition
activities.
SIGNIFICANT EVENTS FOLLOWING THE END
OF THE REPORTING PERIOD Telecommunications
In June 2007, the Annual General Meeting of shareholders ("AGM”)
of MTS approved the payment of annual dividend of RUR 9.67 per ordinary
share (approximately US$ 1.87 per ADR) for the year ended December 31,
2006, amounting to a total of RUR 19.3 billion (US$ 747.4 million).
Dividends are due to be paid before the end of 2007. The AGM elected the
new Board of Directors, including two independent directors. Following
the AGM, the Board elected Mr. Alexey Buyanov, Senior Vice President,
Chief Financial Officer of Sistema, as Chairman of the Board and Mr.
Sergey Drozdov, Senior Vice President, Head of Property of Sistema, as
Vice Chairman of the Board.
In June 2007, MTS acquired the remaining 26% stake in Uzdunrobita, the
leading mobile operator in Uzbekistan, from a private investor for $250
million. As a result of this transaction, MTS’
ownership stake in Uzdunrobita has increased to 100%.
In June 2007, MTS announced that its Board of Directors approved an
employee remuneration program. The employee motivation and retention
program consists of two parts: a performance-based monetary award and a
phantom share program based upon MTS’
American Depositary Receipts (ADRs). It will apply to up to 420 top- and
mid-level managers.
In June 2007, the MGTS AGM approved an annual dividend of approximately
RUR 1.3 billion, or approximately US$ 51.5 million, for the year ended
December 31, 2006, to holders of MGTS shares as at the record date of
May 12, 2007. The dividends of RUR 8.75 per ordinary share
(approximately US$ 0.34), and of RUR 39.77 per preferred share
(approximately US$ 1.54), are due to be paid by the end of 2007.
The Comstar AGM approved annual dividends of approximately RUR 62.7
million, or approximately US$ 2.4 million, for the year ended December
31, 2006, to be paid to holders of Comstar's shares as at the record
date of May 17, 2007. The dividends of RUR 0.15 per ordinary share, or
approximately US$ 0.0058 per Global Depositary Receipt, are due to be
paid within 60 days of the AGM approval.
In June 2007, Comstar signed a 5-year ruble-denominated credit facility
for RUR 26 billion (approximately US$ 1 billion) at a fixed annual
interest rate of 7.6% with the Savings Bank of the Russian Federation
(Sberbank). The credit line is expected to be used to finance Comstar’s
investment in the development of its telecommunications network
development and the refinancing of existing loan facilities.
In June 2007, MGTS received preliminary approval from the Federal
Service for Tariffs (FST) for the optimized structure of its combined
tier of tariff plans for regulated voice services.
In June 2007, Comstar announced the appointment of Sergey Pridantsev as
President and Chief Executive Officer with effect from June 13, 2007.
Mr. Pridantsev is the former General Director of CenterTelecom, a
provider of fixed-line telecommunications services in the Central
Federal District of Russia.
In June 2007, Comstar announced acquisition of a 25% minority stake in
its Ukrainian subsidiary, Comstar-Ukraine for a total cash consideration
of US$ 0.9 million. Following the closing of this transaction, Comstar
became the 100% owner of Comstar-Ukraine.
In April 2007, the Extraordinary General Meeting of Svyazinvest
shareholders elected Sergei Shchebetov (Chairman of the Comstar Board of
Directors) and Anton Abugov (First Vice President and Head of Strategy
and Development at Sistema) to the Svyazinvest Board of Directors.
Real Estate
In June 2007, Sistema Hals announced the adoption of a stock option
program for members of its Board of Directors and Management Board. The
program will provide both stock options and stock bonuses. Stock options
entitle participants to acquire a specific number of shares in Sistema
Hals, at a price determined and agreed in advance. Stock bonuses come in
the form of shares granted to participants free of charge in return for
their contribution to the development of the company.
Technology
In June 2007, SITRONICS announced the approval by its AGM of the Company’s
annual report and annual financial statements for 2006, as well as the
allocation of 5% of the Company’s net profit
to set up a reserve fund. The AGM also approved the proposal of the
Board of Directors not to pay an annual dividend for the year ended
December 31, 2006.
On June 29, 2007, SITRONICS through its 100% owned subsidiary Sitronics
Finance S.A. redeemed US$ 200 million of outstanding Eurobond Notes due
2009.
Banking
In May 2007, the Moscow Bank for Reconstruction and Development signed
an agreement with the Dresdner Bank for a US$ 50 million credit line for
2 years.
Corporate & Other
In June 2007, Sistema announced results of its AGM. The AGM approved an
annual dividend of RUR 48.0 per ordinary share, or approximately US$ 1.9
per GDR, for the year ended December 31, 2006. The dividends of RUR
463.2 million or approximately US$ 17.9 million, represents
approximately 2% of Sistema’s US GAAP
consolidated net income for the full year 2006, and is due to be paid
within 60 days of the date of AGM approval on June 30, 2007.
In June 2007, Sistema announced that it intends to purchase its own
stock through a wholly owned subsidiary Sistema Finance Investments at a
price of US$ 1,350 per share for a total amount of up to US$ 150
million. The acquired shares are intended for the funding of this share
option program and may also be used in connection with certain future
acquisition activities.
Conference call information
Sistema management will host a conference call today at 10 am (New York
time) / 3 pm (London time) / 4 pm (CET) / 6 pm (Moscow Time) to present
and discuss the first quarter results.
The dial-in numbers for the conference call are:
UK/International: + 44 20 7138 0836
US: + 1 718 354 1172
A replay will then be available for 7 days after the conference call. To
access the replay, please dial:
UK/International: + 44 20 7806 1970
US: + 1 718 354 1112
PIN number: 8074290# For further information, please visit www.sistema.com
Sistema is the largest private sector consumer services company in
Russia and the CIS, with over 75 million customers. Sistema develops and
manages market-leading businesses in selected service-based industries,
including telecommunications, technology, insurance, banking, real
estate, retail and media. Founded in 1993, the company reported revenues
of US$ 2.7 billion for the first quarter of 2007, and total assets of
US$ 21.6 billion as at March 31, 2007. Sistema’s
shares are listed under the symbol "SSA”
on the London Stock Exchange, under the symbol "AFKS”
on the Russian Trading System (RTS), and under the symbol "SIST”
on the Moscow Stock Exchange (MSE).
Some of the information in this press release may contain projections
or other forward-looking statements regarding future events or the
future financial performance of Sistema. You can identify forward
looking statements by terms such as "expect,” "believe,” "anticipate,” "estimate,” "intend,” "will,” "could,” "may” or "might”
the negative of such terms or other similar expressions. We wish to
caution you that these statements are only predictions and that actual
events or results may differ materially. In addition, there is no
assurance that the new contracts entered into by our subsidiaries
referenced above will be completed on the terms contained therein or at
all. We do not intend to update these statements to reflect events and
circumstances occurring after the date hereof or to reflect the
occurrence of unanticipated events. Many factors could cause the actual
results to differ materially from those contained in our projections or
forward-looking statements, including, among others, general economic
conditions, our competitive environment, risks associated with operating
in Russia, rapid technological and market change in our industries, as
well as many other risks specifically related to Sistema and its
operations. SISTEMA JSFC AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (Amounts in thousands of U.S. dollars) Jan - Mar 2007 Jan - Mar 2006 Oct - Dec 2006
Sales
2,630,463
1,845,084
3,138,455
Revenues from financial services
75,493
37,289
80,183
TOTAL REVENUES
2,705,956
1,882,373
3,218,638
Cost of sales, exclusive of depreciation and amortization shown
separately below
(1,147,397)
(803,622)
(1,548,968)
Financial services related costs, exclusive of depreciation and
amortization shown separately below
(31,329)
(20,908)
(37,943)
TOTAL COST OF SALES
(1,178,726)
(824,530)
(1,586,911)
Selling, general and administrative expenses
(447,695)
(339,608)
(608,115)
Depreciation and amortization
(367,026)
(303,784)
(358,565)
Other operating expenses, net
(23,757)
(42,209)
(64,095)
Equity in net income of investees
36,511
16,658
13,178
Net gain on disposal of interests in subsidiaries and affiliates
3,216
-
20,011
OPERATING INCOME
728,479
388,900
634,141
Interest income
20,752
17,902
17,659
Interest expense, net of amounts capitalized
(99,963)
(74,643)
(98,217)
Change in fair value of derivative financial instruments
13,500
-
(60,000)
Currency exchange and translation gain
31,821
27,665
62,260
Bitel liability and investments write-off
-
-
(320,000)
Income before income tax and minority interests
694,589
359,824
235,843
Income tax expense
(221,931)
(144,746)
(207,031)
Equity in net income/(loss) of energy companies in the Republic of
Bashkortostan
21,521
57,185
(11,514)
Income before minority interests
494,179
272,263
17,298
Minority interests
(271,188)
(148,633)
(16,206)
Income from continuing operations before extraordinary gain
222,991
123,630
1,092
Income from discontinued operations
960
5,848
1,825
Gain on disposal of discontinued operations
521,963
-
-
NET INCOME
745,914
129,478
2,917
SISTEMA JSFC AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Amounts in thousands of U.S. dollars) March 31, 2007 December 31, 2006
ASSETS
CURRENT ASSETS:
Cash and cash equivalents
$
1,138,649
$
501,706
Short-term investments
966,442
554,157
Loans to customers and banks, net
1,602,870
1,290,082
Accounts receivable, net
966,139
1,069,706
Prepaid expenses, other receivables andother current assets,
net
1,031,229
917,551
VAT receivable
408,721
450,703
Inventories and spare parts
711,678
661,568
Deferred tax assets, current portion
193,409
195,672
Assets of discontinued operations
-
946,866
Total current assets
7,019,137
6,588,011
Property, plant and equipment, net
7,970,522
7,412,468
Advance payments for non-current assets
321,894
305,846
Investments in affiliates
1,155,376
1,108,647
Investments in shares of Svyazinvest
1,390,302
1,390,302
Other investments
122,500
122,500
Goodwill
519,030
504,166
Licenses, net
450,211
452,372
Other intangible assets, net
1,202,211
1,222,676
Loans to customers and banks, net of current portion
650,751
464,490
Debt issuance costs, net
78,960
80,220
Deferred tax assets, net of current portion
93,956
73,623
Other non-current assets
571,375
465,917
Total non-current assets
14,527,088
13,603,227
TOTAL ASSETS
$
21,546,225
$
20,191,238
SISTEMA JSFC AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Amounts in thousands of U.S. dollars) March 31, 2007 December 31, 2006
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable
$
936,755
$
868,378
Bank deposits and notes issued, current portion
1,084,396
961,595
Taxes payable
181,670
148,849
Deferred tax liabilities, current portion
66,791
48,885
Subscriber prepayments, current portion
477,317
552,997
Derivative financial instruments
170,816
184,316
Accrued expenses and other current liabilities
1,097,607
988,810
Short-term loans payable
1,504,651
1,296,778
Current portion of long-term debt
277,328
280,427
Liabilities of discontinued operations
-
869,534
Total current liabilities
5,797,331
6,200,569
LONG-TERM LIABILITIES:
Long-term debt, net of current portion
5,198,544
5,296,017
Subscriber prepayments, net of current portion
127,645
136,861
Bank deposits and notes issued, net of current portion
129,154
65,200
Deferred tax liabilities, net of current portion
288,183
287,125
Postretirement benefits obligation
16,352
16,391
Deferred revenue
130,712
129,120
Total long-term liabilities
5,890,590
5,930,714
TOTAL LIABILITIES
11,687,921
12,131,283
Minority interests in equity of subsidiaries
4,072,794
3,459,245
Commitments and contingencies
-
Puttable shares of SITRONICS
80,000
80,000
SHAREHOLDERS’ EQUITY:
Share capital (9,650,000 shares issued and 9,365,757 outstanding
with par value of 90 Russian Rubles)
30,057
30,057
Treasury stock (284,243 shares with par value of90 Russian
Rubles)
(347,068)
(347,068)
Additional paid-in capital
2,428,972
2,196,475
Retained earnings
3,241,600
2,499,302
Accumulated other comprehensive income
351,949
141,944
TOTAL SHAREHOLDERS’ EQUITY
5,705,510
4,520,710
TOTAL LIABILITIES AND SHAREHOLDERS’
EQUITY
$
21,546,225
$
20,191,238
SISTEMA JSFC AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THREE MONTHS ENDED
MARCH 31, 2007, 2006 (UNAUDITED) (Amounts in thousands of U.S. dollars) 2007 2006 CASH FLOWS FROM OPERATING ACTIVITIES:
Net income
$
745,914
$
129,478
Adjustments to reconcile net income to net cash provided by
operations:
Depreciation and amortization
367,026
304,805
(Gain)/Loss on disposals of property, plant and equipment
(1,257)
(600)
Profit recognized by the percentage-of-completion method on real
estate developed for sale
(9,963)
(2,800)
Gain from discontinued operations
(522,923)
-
Gain on disposal of interests in subsidiaries and affiliates
(3,216)
-
Currency exchange and translation gain
(31,821)
(23,085)
Minority interests
271,188
154,678
Equity in net income of investees
(58,032)
(73,798)
Deferred income tax benefit
(15,552)
(37,129)
Debt issuance cost amortization
6,830
6,500
Change in fair value of a derivative financial instrument
(13,500)
-
Amortization of connection fees
(23,533)
(23,086)
Provision for doubtful accounts receivable
28,745
37,610
Allowance for loan losses
995
-
Inventory obsolescence expense
-
4,644
Changes in operating assets and liabilities, net of effects from
purchase of businesses:
Trading securities
(236,462)
(93,577)
Loans to banks
(219,665)
(139,775)
Insurance-related receivables
-
(49,651)
Accounts receivable
74,824
(188,304)
Prepaid expenses, other receivables and other current assets
(127,050)
29,062
VAT receivable
41,982
36,543
Inventories and spare parts
(40,146)
(55,054)
Accounts payable
40,413
(63,539)
Insurance-related liabilities
-
119,643
Taxes payable
(115,989)
35,122
Subscriber prepayments
(61,363)
31,696
Accrued expenses and other liabilities
116,429
100,309
Postretirement benefits obligation
(39)
265
Net cash provided by operations
213,835
239,957
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment
(332,657)
(320,034)
Purchases of intangible assets
(71,360)
(73,812)
Purchases of businesses, net of cash acquired
(39,000)
(320,698)
Proceeds from disposals of subsidiaries, net of cash disposed
636,683
-
Purchases of long-term investments
(5,479)
-
Proceeds from sale of long-term investments
20,000
-
Purchases of other non-current assets
(105,551)
-
Purchases of short-term investments
(212,306)
(124,965)
Proceeds from sale of short-term investments
10,973
109,705
Proceeds from sale of property, plant and equipment
1,357
662
Net increase in loans to customers
(280,629)
(135,507)
Net cash used in investing activities
(377,969)
(864,649)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from/(principal payments on) from short-term borrowings, net
208,800
(113,725)
Net increase/(decrease) in deposits from customers
70,954
(14,427)
Net increase in bank promissory notes issued
157,027
22,732
Proceeds from capital transactions of subsidiaries
356,463
1,032,917
Proceeds from long-term borrowings, net of debt issuance costs
76,950
452,264
Principal payments on long-term borrowings
(159,112)
(84,572)
Principal payments on capital lease obligations
(7,713)
(1,504)
Purchase of treasury stock
-
(50,892)
Net cash provided by financing activities
$
703,369
$
1,242,793
Effect of exchange rate changes on cash and cash equivalents
1,033
934
INCREASE IN CASH AND CASH EQUIVALENTS
$
540,268
$
619,035
CASH AND CASH EQUIVALENTS, beginning of the period
598,381
482,647
CASH AND CASH EQUIVALENTS, end of the period
$
1,138,649
$
1,101,682
SISTEMA JSFC AND SUBSIDIARIES SEGMENTAL BREAKDOWN FOR THREE MONTHS ENDED MARCH 31 2007, 2006
(UNAUDITED) (Amounts in thousands of U.S. dollars) For the three months ended March 31, 2007 Tele?commu?nications Tech?nology Banking Mass Media Real Estate Retail Corporate and Other Total
Net sales to external customers (a)
2,064,895
282,227
75,500
20,357
30,705
86,846
145,426
2,705,956
Intersegment sales
1,856
28,596
4,339
6,587
3,797
7
4,603
49,785
Income from equity affiliates
38,312
13
-
2,060
-
-
-60
40,325
Interest income
10,485
5,565
-
46
7,157
-164
14,462
37,551
Interest expense
(50,850)
(8,907)
-
(1,230)
(2,121)
(2,715)
(40,057)
(105,880)
Net interest revenue (b)
-
-
10,468
-
-
-
-
10,468
Depreciation and amortization
(338,234)
(13,338)
(1,174)
(3,712)
(2,883)
(2,041)
(5,643)
(367,025)
Operating income
743,132
(24,928)
9,294
1,317
4,109
(7,029)
7,410
733,305
Income tax expense
(205,039)
(1,726)
(4,422)
(37)
(3,803)
(1,228)
(11,770)
(228,025)
Income/(loss) before minority interests
494,236
(26,468)
4,873
(285)
9,591
(8,528)
(2,829)
470,590
Investments in affiliates
301,285
-
-
8,748
2,628
-
858,122
1,170,783
Segment assets
13,688,740
1,982,743
3,439,731
371,916
967,347
298,990
4,056,517
24,805,984
Indebtedness (c)
3,867,884
586,878
438,598
26,028
363,891
138,423
1,556,717
6,978,419
Capital expenditures
309,420
16,281
4,246
7,158
60,802
6,512
16,071
420,490
For the three months ended March 31, 2006 Tele?commu?nications Tech?nology Banking Mass Media Real Estate Retail Corporate and Other Total
Net sales to external customers (a)
1,531,486
171,015
37,289
16,288
13,384
56,003
56,908
1,882,373
Intersegment sales
2,695
68,546
6,834
3,480
2,365
5
2,615
86,540
Income from equity affiliates
16,690
7
-
-
-
-
(39)
16,658
Interest income
11,347,
836
-
-
67
995
459
13,704
Interest expense
(48,430)
(3,850)
-
(560)
(1,458)
(1,422)
(22,742)
(78,462)
Net interest revenue (b)
-
-
(9,032)
-
-
-
-
(9,032)
Depreciation and amortization
(303,251)
(1,275)
(326)
(3,519)
(612)
(230)
(4,385)
(313,598)
Operating income/(loss)
404,917
19,688
8,706
132
(351)
(3,100)
1,502
431,494
Income tax expense
(109,219)
(14,191)
(2,411)
(836)
(1,554)
(339)
(16,196)
(144,746)
Income/(loss) before minority interests
272,918
42,656
6,295
(1,765)
(6,023)
(4,588)
(23,402)
286,091
Investments in affiliates
222,215
-
17,749
487
960
-
706,824
948,235
Segment assets
10,894817
884,099
1,552,524
257,456
418,063
154,541
2,169744
16,331,244
Indebtedness (c)
3,121,238
240,763
210,000
219,490
214,857
73,043
1,596,912
5,676,303
Capital expenditures
355,031
12,879
6,000
8,356
6,054
127
3,733
392,180
(a) – Interest
income and expenses of the Banking segment are presented as revenues
from financial services in the Group’s
consolidated financial statements.
(b) – The Banking
segment derives a majority of its revenue from interest. In addition,
management primarily relies on net interest revenue,
not the gross revenue and expense amounts, in managing that segment.
Therefore, only the net amount is disclosed.
(c) – Represents
the sum of short-term and long-term debt
Attachment A Non-GAAP financial measures. This press release includes
financial information prepared in accordance with accounting principles
generally accepted in the United States of America, or US GAAP, as well
as other financial measures referred to as non-GAAP. The non-GAAP
financial measures should be considered in addition to, but not as a
substitute for, the information prepared in accordance with US GAAP.
Operating Income Before Depreciation and Amortization (OIBDA) and
OIBDA margin. OIBDA represents operating income before depreciation
and amortization. OIBDA margin is defined as OIBDA as a percentage of
our net revenues. Our OIBDA may not be similar to OIBDA measures of
other companies; is not a measurement under accounting principles
generally accepted in the United States and should be considered in
addition to, but not as a substitute for, the information contained in
our consolidated statement of operations. We believe that OIBDA provides
useful information to investors because it is an indicator of the
strength and performance of our ongoing business operations, including
our ability to fund discretionary spending such as capital expenditures,
acquisitions of mobile operators and other investments and our ability
to incur and service debt. While depreciation and amortization are
considered operating costs under generally accepted accounting
principles, these expenses primarily represent the non-cash current
period allocation of costs associated with long-lived assets acquired or
constructed in prior periods. Our OIBDA calculation is commonly used as
one of the bases for investors, analysts and credit rating agencies to
evaluate and compare the periodic and future operating performance and
value of companies within the wireless telecommunications industry.
OIBDA can be reconciled to our consolidated statements of operations as
follows:
Jan-March 2007
Jan-March 2006
Oct-Dec 2006
Operating Income
728,479
388,900
634,141
Depreciation and Amortization
(367,026)
(303,784)
(358,565)
OIBDA 1,095,505 692,684 992,706 1 ROSNO is accounted for as a discontinued
operation for all periods presented. Thus, here and further, ROSNO’s
financial results are excluded from all the captions presenting the Group’s
consolidated results from continuing operations.
2 See Attachment A for definitions and
reconciliation of OIBDA and OIBDA margin to their most directly
comparable US GAAP financial measures.
3 During the three months ended March 31,
2007, the Group’s investments in Svyazinvest
and Permskie Motory were recorded at cost, due to the unavailability of
financial information for the respective period.
4 Net income for the three months ended
December 31, 2006 includes a charge to non-operating expenses of US$ 170
million, net of minority interest of US$ 150 million, related to the
Bitel liability and investment write-offs.
5 Adjusted for the impact of the US$ 62.1
million stock bonus awards in the three months ended December 31, 2006.
6 Here and further, in the comparison of
period to period results of operations, in order to analyze changes,
developments and trends in revenues by reference to individual segment
revenues, revenues are presented on an aggregated basis, which is
revenues after the elimination of intra-segment (between entities in the
same segment) transactions, but before inter-segment (between entities
in different segments) eliminations, unless accompanied by the word "consolidated”.
Amounts attributable to individual companies, where appropriate, are
shown prior to both intra-segment and inter-segment eliminations.
SITRONICS’ and Sistema Hals’
financial results may differ from respective standalone values due to
certain reclassifications and adjustments.
7 Net income for the three months ended
December 31, 2006 includes charges to non-operating expenses of US$ 170
million, net of minority interest of US$ 150 million, related to the
Bitel liability and investment write-offs.
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