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Veon Ltd.

November 18, 2004

VimpelCom announces third quarter and nine months 2004 financial and operating results

-- 59% year-on-year increase in net operating revenues --
-- 42% year-on-year increase in net income --
-- 66% year-on-year increase in OIBDA --
-- approximately 22.3 million subscribers as of today --
-- commercial operations in 72 regions of Russia and in Kazakhstan --



Moscow and New York (November 18, 2004) — Open Joint Stock Company "Vimpel-Communications" ("VimpelCom" or the "Company") (NYSE: VIP), a leading provider of wireless telecommunications services in Russia and Kazakhstan, today announced its financial and operating results for the quarter and nine months ended September 30, 2004. During the third quarter of 2004, VimpelCom showed strong subscriber growth in the regions of Russia and continued improvement in net operating revenues, OIBDA and net income. As reported earlier, VimpelCom completed the acquisition of KaR-Tel, a GSM operator in Kazakhstan, on September 3, 2004 and the results of operations of KaR-Tel were included in the consolidated financial statements of VimpelCom from that date.

Commenting on today's announcement, Alexander Izosimov, Chief Executive Officer of VimpelCom, said, "Our strategy is focused on rapid subscriber growth in Russia and expansion into the CIS. We took great strides in meeting these objectives in the third quarter. We launched eight new networks in the regions of Russia and took control of operations in our newly acquired company in Kazakhstan. We added more than 4.2 million new subscribers in the third quarter, including almost 3.6 million new subscribers in Russia, which gave us a gain of approximately 1% of Russia's national market share. These successes were translated into strong financial results with our quarterly OIBDA reaching almost $300 million."

The principal results of operations with comments are presented in the following tables. All definitions as well as condensed consolidated financial statements of VimpelCom and condensed consolidated financial statements of VimpelCom-Region, VimpelCom's subsidiary for regional development, are presented in Attachments A, B and C, respectively. Reconciliation of each of OIBDA, OIBDA margin, ARPU and SAC to the most directly comparable U.S. GAAP financial measures follows the financial statements in the attachments. Reconciliation tables for non-U.S. GAAP measures relating to geographical areas including Kazakhstan are presented in Attachment D.

Key Subscriber Statistics

 

As of
Sept. 30, 2004

As of
Sept. 30, 2003

Change,
Y-on-Y
(%)

As of
June 30, 2004

Change
Q-on-Q
(%)

Moscow license area

6,645,700

5,076,200

30.9%

6,183,400

7.5%

Contract

867,100a)

799,000

8.5%

843,900

2.8%

Prepaid

5,778,600

4,277,200

35.1%

5,339,500

8.2%

Regions

13,223,400

4,183,000

216.1%

10,120,500

30.7%

Contract

1,417,700b)

670,900

111.3%

1,315,700

7.8%

Prepaid

11,805,700

3,512,100

236.1%

8,804,800

34.1%

Kazakhstan

676,300

n/a

 

n/a

 

Contract

580,600

n/a

 

n/a

 

Prepaid

95,700

n/a

 

n/a

 

Total

20,545,400

9,259,200

121.9%

16,303,900

26.0%

 

Churn (quarterly)

7.2%

9.6%

-

9.4%

-


 

a)Including approximately 99% of postpaid (credit) and 1% of advance payment subscribers.
b) Including approximately 15% of postpaid (credit) and 85% of advance payment subscribers.

The Company reported a new record subscriber growth in the third quarter of 2004 due to the acceleration in subscriber growth in the regions, the commercial launch of eight new networks, and the acquisition of Kar-Tel, a cellular operator in Kazakhstan. The acquisition was closed on September 3, 2004, as a result of which VimpelCom obtained approximately 645,000 additional subscribers as of the date of acquisition.

Using independent sources to estimate the number of subscribers of the Company's competitors, VimpelCom estimates its market share in Russia at 33.7% at the end of the third quarter of 2004, compared to 31.0% estimated at the end of the third quarter of 2003. VimpelCom's market share in the Moscow license area was 45.0% at the end of the third quarter of 2004, compared to the Company's estimated market share of 49.0% reported at the end of the third quarter of 2003.

Churn management remains one of the Company's priority tasks. The Company's quarterly churn rate in the third quarter of 2004 was 7.2%, compared to the Company's churn rate of 9.6% reported for the same period in 2003. A decrease in churn rate as compared with the 9.4% reported for the second quarter of 2004 was primarily caused by an acceleration in subscriber growth and positive results from churn-reducing activities implemented earlier this year.

Key Consolidated Financial and Operating Indicators

 

Three months ended

Nine months ended

Sept.
30, 2004

Sept.
30, 2003

Change
Y-on-Y
(%)

Sept.
30, 2004

Sept.
30, 2003

Change
Y-on-Y
(%)

Net operating revenues (US$,000)

602,360

378,981

58.9%

1,510,958

927,858

62.8%

OIBDA (US$,000)

295,663

178,472

65.7%

742,382

426,337

74.1%

OIBDA margin

49.1%

47.1%

-

49.1%

45.9%

-

Gross margin (US$,000)

491,328

310,192

58.4%

1,239,686

755,784

64.0%

Gross margin percentage

81.6%

81.8%

-

82.0%

81.5%

-

Net income (US$,000)

102,185

72,190

41.6%

269,271

166,224

62.0%

Net income per share (US$)

2.54

1.89

34.4%

6.70

4.37

53.3%

Net income per ADS (US$)

1.91

1.42

34.5%

5.03

3.28

53.4%

ARPU (US$)

10.7

14.4

-25.7%

10.7

14.1

-24.1%

MOU (min)

99.4

92.7

7.3%

96.3

90.0

7.0%

SAC (US$)

14.2

18.8

-24.3%

14.8

20.0

-25.8%


 

Rapid subscriber growth, efficient cost control and lower acquisition costs per subscriber in the regions outside of Moscow enhanced by economies of scale led to significant improvements in VimpelCom's financial and operating results in the third quarter of 2004, as compared with the third quarter of 2003.

Selling, general and administrative ("SG&A") expenses, as a percentage of net operating revenues, continued to improve, reaching 32.0% reported in the third quarter of 2004 as compared with 33.5% in the third quarter of 2003. In part, it was caused by the decrease in SAC to $14.2 in the third quarter of 2004 from $18.8 reported for the same period of 2003. The decrease in SAC was primarily attributable to the increase in regional sales as a percentage of total sales, as SAC is lower in the regions due to the relatively lower dealer commissions and larger proportion of sales through the Company's own offices.

Strong growth in lower margin roaming revenue led to a slightly reduced OIBDA margin in the third quarter of 2004 as compared with the second quarter of 2004. Likewise, strong growth in the regions in the third quarter of 2004 resulted in a disproportional increase in minority interest which decelerated growth in consolidated net income. This effect will be eliminated upon completion of the merger of VimpelCom-Region into VimpelCom.

VimpelCom's capital expenditures for purchase of property and equipment for the third quarter of 2004 were approximately $346.5 million, and capital investments for the acquisition of shares were $12.9 million for the acquisition of the remaining 49% shares of our subsidiary, BeeLine-Samara, and $350.0 million for the acquisition of KaR-Tel, the Kazakh GSM operator.

MOU increased in the third quarter of 2004 to 99.4 minutes, compared to 92.7 minutes in the third quarter of 2003 and 96.3 minutes in the second quarter of 2004. This is a positive development, notably in light of the significant increase in the number of our regional subscribers. ARPU decreased in the third quarter of 2004 by approximately 25.7% to $10.7, compared to $14.4 in the third quarter of 2003, due to the growing proportion of regional subscribers (who generate lower ARPU than Moscow subscribers) and a reduction in tariffs as a result of increased competition. Due to continued seasonal effects, ARPU in the third quarter of 2004 was higher both in Moscow and the regions as compared with the second quarter of 2004. However, because of the growing proportion of regional subscribers in the network, the blended ARPU showed a slight decrease compared with ARPU of $10.8 reported for the second quarter of 2004. Kazakhstan's contribution to variations of ARPU and MOU in the third quarter of 2004 was insignificant.

The Company's consolidated financial results include the activities in the Moscow license area, in the regions of Russia and, beginning from September 3, 2004, in Kazakhstan.

3Q2004 Selective Financial and Operating Indicators for Geographical Areas

 

Moscow license area

Regions of Russia

Kazakhstand)

Total operating revenuesc) (US$,000)

313,765

277,836

10,759

Net income (US$,000)

55,896f)

75,175e)

2,284

ARPU (US$)

16.0

8.4

16.3

MOU (min)

123.7

86.7

71.8

SAC (US$)

25.4

10.8

25.2


 

c)Excluding inter-company transactions.
d) September data only.
e) Including minority interest.
f) The lower net income in the Moscow license area (MLA) in the third quarter of 2004 as compared with $68.9 million reported for the second quarter of 2004 is driven primarily by two factors: (i) decrease in gross margin caused by seasonal growth in roaming revenue, particularly pronounced in Moscow, (ii) growth in debt interest expense for the VimpelCom Group which is primarily carried by the MLA.

The Company's management will discuss its third quarter 2004 results during a conference call and slide presentation on November 18, 2004 at 6:30 pm Moscow time (10:30 am ET in New York). The call and slide presentation may be accessed via webcast at the following URL address https://www.vimpelcom.com. The conference call replay and the slide presentation webcast will be available through November 25, 2004 and December 20, 2004, respectively. The slide presentation will also be available for download on VimpelCom's website https://www.vimpelcom.com.

VimpelCom is a leading provider of telecommunications services in Russia and Kazakhstan, operating under the "Bee Line GSM" brand in Russia and "K-mobile" and "EXCESS" brands in Kazakhstan. The VimpelCom Group's license portfolio covers approximately 94% of Russia's population (136 million people), including the City of Moscow, the Moscow Region and the City of St. Petersburg, as well as the entire territory of Kazakhstan. VimpelCom was the first Russian company to list its shares on the New York Stock Exchange ("NYSE"). VimpelCom's ADSs are listed on the NYSE under the symbol "VIP".

This press release contains "forward-looking statements", as the phrase is defined in Section 27A of the Securities Act and Section 21E of the Exchange Act. These statements relate to the Company's strategic and development plans and the completion of the merger of VimpelCom-Region into VimpelCom. These and other forward-looking statements are based on management's best assessment of the Company's strategic and financial position and of future market conditions and trends. These discussions involve risks and uncertainties. The actual outcome may differ materially from these statements as a result of unforeseen developments from competition, governmental regulation of the wireless telecommunications industry, general political uncertainties in Russia and Kazakhstan and general economic developments in Russia and Kazakhtsan, the Company's ability to continue to grow its overall subscriber base, continued volatility in the world economy and other factors. As a result of such risks and uncertainties, there can be no assurance that the effects of competition or current or future changes in the political, economic and social environment or current or future regulation of the Russian and Kazakh telecommunications industry will not have a material adverse effect on the VimpelCom Group. Certain factors that could cause actual results to differ materially from those discussed in any forward-looking statements include the risks described in the Company's Annual Report on Form 20-F for the year ended December 31, 2003 and other public filings made by the Company with the United States Securities and Exchange Commission, which risk factors are incorporated herein by reference. VimpelCom disclaims any obligation to update developments of these risk factors or to announce publicly any revision to any of the forward-looking statements contained in this release, or to make corrections to reflect future events or developments.

For more information, please contact:

Valery Goldin
VimpelCom (Moscow)
Tel: 7(095) 974-5888
vgoldin@vimpelcom.com

Christopher Mittendorf
Edelman Financial Worldwide
Tel: 1(212) 704-8134
christopher.mittendorf@edelman.com


 

Attachment A: Definitions

Subscriberis an authorized user of cellular services, using one SIM card (GSM) with one or several selective numbers or one handset (D-AMPS) with one selective number. The number of subscribers includes employees using cellular services and excludes guest roamers and users of test SIM cards (GSM) or handsets (D-AMPS).

Churn rateis defined as the total number of subscribers disconnected from our network within a given period of time expressed as a percentage of the midpoint of subscribers in our network at the beginning and end of that period. Contract subscribers are disconnected if they have not paid their bills for 2 months and prepaid subscribers are disconnected 6 months after their services have been blocked. We typically block a prepaid subscriber's service in two cases: (1) their balance drops to $0 or below, and (2) an account shows no chargeable activity within 6 months. The Company retains the right to change its disconnect policy to reflect changes in business or regulatory environment.

OIBDAis a non-U.S. GAAP financial measure. OIBDA, previously referred to as EBITDA by the Company, is defined as operating income before depreciation, amortization and the one-time write-down of AMPS/D-AMPS related assets in the Samara region of $7,354 thousand in the second quarter of 2004. The Company believes that OIBDA provides useful information to investors because it is an indicator of the strength and performance of our business operations, including our ability to finance capital expenditures, acquisitions and other investments and our ability to incur and service debt. While depreciation, amortization and the one-time write-down of AMPS/D-AMPS related assets in the Samara region of $7,354 thousand in the second quarter of 2004, are considered operating costs under U.S. GAAP, 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 calculations are commonly used as bases for some 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 should not be considered in isolation as an alternative to net income, operating income or any other measure of performance under U.S. GAAP. OIBDA does not include our need to replace our capital equipment over time. Reconciliation of OIBDA to operating income, the most directly comparable U.S. GAAP financial measure, is presented below in the tables section.

OIBDA marginis OIBDA expressed as a percentage of total operating revenues. Reconciliation of OIBDA margin to operating income as a percentage of total operating revenues, the most directly comparable U.S. GAAP financial measure, is presented below in the tables section.

Gross marginis defined as total operating revenues less service costs and cost of handsets and accessories sold.
Gross margin percentage is gross margin expressed as a percentage of total operating revenues.

Each ADSrepresents 0.75 of one share of common stock. As notified by the Bank of New York on November 9, 2004, VimpelCom's ADSs will be split effective November 22, 2004 so that each ADS will represent 0.25 of one share of common stock.

Monthly ARPU(Monthly Average Revenue per User), a non-U.S. GAAP financial measure, is calculated for each month in the relevant period by dividing the Company's service revenue during that month, including roaming revenue, but excluding revenue from connection fees, sales of handsets and accessories and other non-service revenue, by the average number of the Company's subscribers during the month. Reconciliation of ARPU to service revenues and connection fees, the most directly comparable U.S. GAAP financial measure, is presented below in the tables section. The Company believes that ARPU provides useful information to investors because it is an indicator of the performance of the Company's business operations and assists management in budgeting. The Company also believes that ARPU provides management with useful information concerning usage and acceptance of the Company's services. ARPU should not be viewed in isolation or an alternative to other figures reported under U.S. GAAP.

MOU(Monthly Average Minutes of Use per User) is calculated for each month of the relevant period by dividing the total number of minutes of usage for incoming and outgoing calls during that month (excluding guest roamers) by the average number of subscribers during the month.

SAC(Average Acquisition Cost Per User), a non-U.S. GAAP financial measure, is calculated as dealers' commissions, advertising expenses and handset subsidies for the relevant period divided by the number of new subscribers added during the relevant period. Reconciliation of SAC to selling, general and administrative expenses, the most directly comparable U.S. GAAP financial measure, is presented below in the tables section. The Company believes that SAC provides useful information to investors because it is an indicator of the performance of the Company's business operations and assists management in budgeting. The Company also believes that SAC assists management in quantifying the incremental costs to acquire a new subscriber. SAC should not be viewed in isolation or as an alternative to other figures reported under U.S. GAAP.

Attachment B: VimpelCom financial statements and pertinent reconciliation tables

Open Joint Stock Company "Vimpel-Communications"
Unaudited Condensed Consolidated Statements of Income

 

Three months ended
Sept. 30,

Nine months ended
Sept. 30,

2004

2003

2004

2003

(In thousands of US dollars , except per share (ADS) amounts)

Operating revenues:

 

 

Service revenues and connection fees

US$583,278

US$359,815

US$1,456,989

US$880,340

Sales of handsets and accessories

18,302

18,337

51,583

44,719

Other revenues

780

829

2,386

2,799

Total operating revenues

602,360

378,981

1,510,958

927,858

 

Less revenue based taxes

 

 

 

 

Net operating revenues

602,360

378,981

1,510,958

927,858

 

Operating expenses:

 

 

Service costs

94,854

54,304

226,546

134,244

Cost of handsets and accessories sold

16,178

14,485

44,726

37,830

Selling, general and administrative expenses

192,513

126,860

489,063

318,891

Depreciation

70,723

42,894

190,803

108,486

Amortization

14,962

8,871

33,618

24,981

Impairment of long-lived assets

 

 

7,354

 

Provision for doubtful accounts

3,152

4,860

8,241

10,556

Total operating expenses

392,382

252,274

1,000,351

634,988

 

Operating income

209,978

126,707

510,607

292,870

 

Other income and expenses:

 

 

Interest income

2,225

1,590

4,088

5,866

Other income

737

439

1,625

1,099

Interest expense

(24,946)

(17,910)

(51,706)

(51,907)

Net foreign exchange gain (loss)

1,979

1,935

4,511

1,976

Other expenses

(1,307)

(913)

(2,608)

(2,291)

Total other income and expenses

(21,312)

(14,859)

(44,090)

(45,257)

 

Income before income taxes and minority interest

188,666

111,848

466,517

247,613

 

Income taxes expense

54,398

32,146

135,137

70,187

Minority interest in net earnings of subsidiaries

32,083

7,512

62,109

11,202

 

Net income

US$102,185

US$72,190

US$269,271

US$166,224

 

Net income per common share

US$2.54

US$1.89

US$6.70

US$4.37

Net income per ADS equivalent

US$1.91

US$1.42

US$5.03

US$3.28

Weighted average common shares outstanding (thousands)

40,179

38,103

40,176

38,079

 

 

 

 

Open Joint Stock Company "Vimpel-Communications"
Unaudited Condensed Consolidated Balance Sheets

 

 

September 30,
2004

December 31,
2003

(In thousands of US dollars)

Assets

 

Current assets:

 

Cash and cash equivalents

US$189,044

US$157,611

Trade accounts receivable

100,766

113,092

Other current assets

348,583

255,540

Total current assets

638,393

526,243

 

Non-current assets:

 

Property and equipment, net

1,990,951

1,460,542

Telecommunication licenses and allocation of frequencies, net

380,531

103,817

Other intangible assets, net

318,465

59,369

Other assets

278,675

152,261

Total non-current assets

2,968,622

1,775,989

 

Total assets

US$ 3,607,015

US$ 2,302,232

 

Liabilities and shareholders' equity

Current liabilities:

 

Accounts payable

223,699

158,467

Due to related parties

4,285

8,603

Customer advances and deposits

223,382

181,475

Deferred revenue

2,667

2,701

Ruble denominated bonds payable, current portion

 

101,852

Bank loans, current portion

399,943

35,343

Capital lease obligations, current portion

4,754

6,587

Equipment financing obligations, current portion

71,340

70,935

Accrued liabilities

121,878

127,689

Total current liabilities

1,051,948

693,652

 

Deferred income taxes

189,184

34,380

 

 

Bank loans, less current portion

698,086

330,112

 

 

Capital lease obligations, less current portion

6,000

9,154

 

 

Ruble denominated bonds payable, less current portion

99,652

-

 

 

Accrued liabilities, less current portion

6,248

4,046

 

 

Equipment financing obligations, less current portion

44,645

53,008

 

 

 

 

 

Minority interest

237,553

179,664

 

 

 

 

 

Shareholders' equity

1,273,699

998,216

 

 

 

 

 

Total liabilities and shareholders' equity

US$3,607,015

US$2,302,232

 

 

 

 

 

Unaudited Condensed Consolidated Statements of Cash Flows

 

 

 

 

 

 

Nine months ended
Sept. 30,

 

 

2004

2003

 

 

(In thousands of US dollars)

 

 

 

 

 

Net cash provided by operating activities

US$551,496

US$364,152

 

 

 

 

 

Proceeds from bank and other loans

716,534

144,800

 

 

Proceeds from bonds issue

90,470

97,119

 

 

Capital contribution by minority shareholders

-

58,520

 

 

 

 

 

Payments of fees in respect of debt issue

(10,791)

(1,815)

 

 

Repayment of bank and other loans

(27,148)

(70,646)

 

 

Repayment of rouble denominated bonds

(94,214)

 

 

 

 

 

 

Repayment of equipment financing obligations

(55,234)

(182,468)

 

 

Repayment of capital lease obligations

(401)

(860)

 

 

Net cash provided by financing activities

619,216

44,650

 

 

 

 

 

Purchase of property and equipment

(622,286)

(341,512)

 

 

Proceeds from sale of property and equipment

-

12,432

 

 

Purchase of Beeline-Samara stock

(12,884)

 

 

 

Purchase of Kar-Tel stock, net of cash acquired of US$6,543

(345,427)

 

 

 

Purchase of DTI stock, net of cash acquired of US$382

(73,689)

 

 

 

Purchase of StavTeleSot stock, net of cash acquired of US$658

-

(42,455)

 

 

Purchase of intangible assets

(6,541)

(15,083)

 

 

Purchase of other assets

(77,741)

(18,774)

 

 

Net cash used in investing activities

(1,138,568)

(405,392)

 

 

 

 

 

Effect of exchange rate changes on cash

(711)

5,883

 

 

 

 

 

Net increase in cash

31,433

9,293

 

 

Cash and cash equivalents at beginning of period

157,611

263,657

 

 

Cash and cash equivalents at end of period

US$189,044

US$272,950

 

 

 

 

 

Supplemental cash flow information

 

 

 

 

 

Non-cash activities:

 

 

 

Equipment acquired under financing and capital lease agreements

US$4,517

US$89,562

 

 

Accounts payable for equipment and other long-lived assets

82,186

36,356

 

 

 

 

 

Operating activities financed by sale of treasury stock

1,546

3,171

 

 

Acquisitions:

 

 

 

Fair value of assets acquired

484,287

73,290

 

 

Difference between the amount paid and the fair value of net assets acquired

174,771

(4,699)

 

 

Cash paid for the capital stock

(426,041)

(43,113)

 

 

  Liabilities assumed

US$233,017

US$25,478

 

 

Reconciliation of VimpelCom OIBDA to operating income (Unaudited)
(In thousands of US dollars)

 

Three months ended

September 30, 2004

June 30, 2004

September 30, 2003

OIBDA

295,663

244,694

178,472

Impairment loss

-

(7,354)

-

Depreciation

(70,723)

(62,743)

(42,894)

Amortization

(14,962)

(9,513)

(8,871)

Operating income

209,978

165,084

126,707

Reconciliation of VimpelCom OIBDA margin to operating income as percentage of net operating revenues
(Unaudited)

 

Three months ended

September 30, 2004

June 30, 2004

September 30, 2003

OIBDA margin

49.1%

49.8%

47.1%

Less: Impairment loss

0%

(1.5%)

0%

Less: Depreciation as percentage of net operating revenues

(11.7%)

(12.8%)

(11.3%)

Less: Amortization as percentage of net operating revenues

(2.5%)

(1.9%)

(2.4%)

Operating income as percentage of net operating revenues

34.9%

33.6%

33.4%

Reconciliation of SAC to selling, general and administrative expenses(Unaudited)
(In thousands of US dollars, except for SAC and subscriber amounts)

 

Three months ended

September 30, 2004

June 30, 2004

September 30, 2003

Selling, general and administrative expenses

192,513

158,537

126,860

Less: General and administrative expenses

122,913

102,247

77,220

Sales and marketing expenses, including

69,600

56,290

49,640

advertising & marketing expenses

16,780

16,468

11,668

dealers' commission expense

52,820

39,822

37,972

New gross subscribers,'000

4,894

3,987

2,641

Subscriber Acquisition Cost (SAC) (US$)

14.2

14.1

18.8

Reconciliation of ARPU to service revenue and connection fees (Unaudited)
(In thousands of US dollars, except for ARPU and subscriber amounts)

 

Three months ended

September 30, 2004

June 30, 2004

September 30, 2003

Service revenue and connection fees

583,278

472,808

359,815

Less: Connection fees

191

151

361

Less: Revenue from rent of fiber-optic channels

408

304

308

Service revenue used to calculate ARPU

582,679

472,353

359,146

Average number of subscribers,'000

18,184

14,625

8,305

Average revenue per subscriber per month (US$)

10.7

10.8

14.4

Reconciliation of VimpelCom OIBDA to operating income (Unaudited)
(In thousands of US dollars)

 

Nine months ended

September 30, 2004

September 30, 2003

OIBDA

742,382

426,337

Impairment loss

(7,354)

-

Depreciation

(190,803)

(108,486)

Amortization

(33,618)

(24,981)

Operating income

510,607

292,870

Reconciliation of VimpelCom OIBDA margin to operating income as percentage of net operating revenues
(Unaudited)

 

Nine months ended

September 30, 2004

September 30, 2003

OIBDA margin

49.1%

45.9%

Less: Impairment loss

(0.5%)

0%

Less: Depreciation as percentage of net operating revenues

(12.6%)

(11.6%)

Less: Amortization as percentage of net operating revenues

(2.2%)

(2.7%)

Operating income as percentage of net operating revenues

33.8%

31.6%

Reconciliation of SAC to selling, general and administrative expenses (Unaudited)
(In thousands of US dollars, except for SAC and subscriber amounts)

 

Nine months ended

September 30, 2004

September 30, 2003

Selling, general and administrative expenses

489,063

318,891

Less: General and administrative expenses

313,025

199,337

Sales and marketing expenses, including

176,038

119,554

advertising & marketing expenses

46,493

34,631

dealers' commission expense

129,545

84,923

New gross subscribers,'000

11,861

5,974

Subscriber Acquisition Cost (SAC) (US$)

14.8

20.0

Reconciliation of ARPU to service revenue and connection fees (Unaudited)
(In thousands of US dollars, except for ARPU and subscriber amounts)

 

Nine months ended

September 30, 2004

September 30, 2003

Service revenue and connection fees

1,456,989

880,340

Less: Connection fees

527

1,077

Less: Revenue from rent of fiber-optic channels

1,261

958

Service revenue used to calculate ARPU

1,455,201

878,305

Average number of subscribers,'000

15,042

6,906

Average revenue per subscriber per month (US$)

10.7

14.1

Attachment C: VimpelCom-Region financial statements and pertinent reconciliation tables

Open Joint Stock Company "VimpelCom-Region"
Unaudited Condensed Consolidated Statements of Income

 

Three months ended
September 30,

2004

2003

(In thousands of US dollars, except per share (ADS) amounts)

Operating revenues:

 

 

Service revenues and connection fees

272,445

118,676

Sales of handsets and accessories

9,594

8,742

Other revenues

659

1,330

Total operating revenues

282,698

128,748

 

Operating expenses

 

 

Service costs

48,526

22,980

Cost of handsets and accessories sold

9,184

7,894

Equipment lease

2,724

2,445

Selling, general and administrative expenses

80,993

41,269

Network maintenance

5,472

3,139

Depreciation and amortization

28,609

18,681

Provision for doubtful accounts

767

1,233

Total operating expenses

176,275

97,641

 

Operating income

106,423

31,107

 

Other income and expenses:

 

 

Other income

(358)

(56)

Other expenses

571

332

Interest income

(674)

(393)

Interest expense

7,053

6,814

Net foreign exchange loss (gain)

110

(375)

Total other income and expenses

6,702

6,322

 

Income before income taxes and minority interest

99,721

24,785

 

Income taxes expense

28,167

6,904

Minority interest in net earnings of subsidiaries

98

331

 

Net income

71,456

17,550

 

 

*) Net income of VimpelCom-Region as a legal entity differs from the $75,175 million net income reported above in this press release for the regional segment for the third quarter of 2004. The difference is caused by the fact that the financial statements of BeeLine-Samara and DTI are included in the regions for segment reporting purposes, but are not included in the consolidated financial statements of VimpelCom-Region. BeeLine-Samara operates in the Samara region but, for historical reasons, is owned directly by VimpelCom. DTI, also owned by VimpelCom, operates in the Far East. The following table provides reconciliation between these figures (all numbers are in thousands of US$):

 

Three months ended
September 30, 2004

Net income of VimpelCom-Region

71,456

Net income of BeeLine-Samara

396

Net income of DTI

3,315

Net effect of transactions between VimpelCom-Region, BeeLine-Samara and DTI

8

Net income of VimpelCom's regional segment

75,175

Operating revenue of VimpelCom-Region as a legal entity differs from the $277,837 million operating revenues for the regional segment excluding inter-company transactions, reported above in this press release for the second quarter of 2004. The following table provides reconciliation between these figures (all numbers are in thousands of US$):

 

Three months ended
September 30, 2004

Operating revenue of VimpelCom-Region

282,698

Operating revenue of BeeLine-Samara

7,795

Operating revenue of DTI

17,898

Net effect of transactions between VimpelCom-Region, BeeLine-Samara and DTI

(3,997)

Operating revenue of VimpelCom's regional segment

304,394

Inter-company operating revenue of VimpelCom-Region, BeeLine-Samara and DTI

(26,558)

Regional segment operating revenue excluding inter-company transactions

277,836

 

Open Joint Stock Company "VimpelCom-Region"
Unaudited Condensed Consolidated Balance Sheets

 

 

September 30,
2004

December 31,
2003

(In thousands of US dollars)

Assets

 

Current assets:

 

Cash and cash equivalents

US$71,102

US$42,729

Trade accounts receivable

17,121

22,726

Other current assets

321,401

137,529

Total current assets

409,624

202,984

 

Non-current assets:

 

Property and equipment, net

983,358

624,306

Telecommunication licenses and allocation of frequencies, net

72,158

87,175

Other intangible assets, net

21,275

20,383

Other assets

137,458

62,995

Total non-current assets

1,214,249

794,859

 

Total assets

US$1,623,873

US$997,843

 

Liabilities and shareholders' equity

Current liabilities:

 

Accounts payable

US$120,882

US$73,345

Due to related parties

139,003

71,420

Customer advances and deposits

77,947

41,916

Deferred revenue

1,367

713

Rouble denominated bonds payable, current portion

 

101,852

Bank loans, current portion

22,951

4,710

Capital lease obligation, current portion

-

-

Equipment financing obligations, current portion

10,356

17,078

Accrued liabilities

30,108

16,076

Total current liabilities

402,614

327,110

 

Deferred income taxes

19,217

24,713

 

 

Bank loans, less current portion

109,708

66,500

 

 

Long-term loans due to VimpelCom

455,363

176,231

 

 

Equipment financing obligations, less current portion

4,182

16,097

 

 

Rouble denominated bonds payable, less current portion

99,652

-

 

 

Accrued liabilities

4,093

2,718

 

 

 

 

 

Minority Interest

531

350

 

 

 

 

 

Shareholders' equity

528,513

384,124

 

 

 

 

 

Total liabilities and shareholders' equity

US$1,623,873

US$997,843

 

 

 

 

 

Open Joint Stock Company "VimpelCom-Region"
Unaudited Condensed Consolidated Statements of Cash Flows

 

 

 

 

 

 

Nine months ended
Sept. 30,

 

 

2004

2003

 

 

(In thousands of US dollars)

 

 

 

 

 

Net cash provided by (used in) operating activities

US$275,365

US$73,883

 

 

 

 

 

Proceeds from bank and other loans

62,660

118,933

 

 

Proceeds from loans from VimpelCom

310,073

95,688

 

 

Proceeds from issuance of rouble denominated bonds

(90,470)

97,119

 

 

Proceeds from sales of capital stock

 

58,520

 

 

Payment of fees in respect of debt issue

(6,994)

 

 

 

Repayment of loans from related parties

(31,000)

 

 

 

Repayment of bank and other loans

(1,318)

(35,925)

 

 

Repayment of equipment financing obligations

(17,690)

(141,015)

 

 

Repayment of rouble denominated bonds

(94,214)

-

 

 

Repayment of capital lease obligations

 

(119)

 

 

Net cash provided by financing activities

311,987

193,201

 

 

 

 

 

Loan issued to KBI

(105,000)

 

 

 

Purchase of property and equipment

(392,095)

(169,294)

 

 

Purchase of Orensot stock, net of cash acquired of US$344

 

 

 

 

Purchase of StavTeleSot stock, net of cash acquired of US$658

 

(42,455)

 

 

Purchase of intangible assets

(3,840)

(11,161)

 

 

Purchase of other assets

(57,644)

(7,416)

 

 

Net cash used in investing activities

(558,579)

(230,326)

 

 

 

 

 

Effect of exchange rate changes on cash

(400)

2,328

 

 

 

 

 

Net increase (decrease) in cash

28,373

39,086

 

 

Cash and cash equivalents at beginning of period

42,729

52,703

 

 

 

 

 

Cash and cash equivalents at end of period

US$71,102

US$91,789

 

 

 

 

 

Supplemental cash flow information

 

 

 

 

 

 

 

Non-cash activities:

 

 

 

  Equipment acquired under financing agreements

US$1,659

US$31,238

 

 

  Accounts payable for equipment and other long-lived assets

69,464

17,217

 

 

  Accrued debt costs

 

 

 

 

 

 

 

 

Acquisitions:

 

 

 

  Fair value of assets acquired

 

73,290

 

 

  Difference between the amount paid and the fair value of net assets acquired

 

(4,699)

 

 

  Cash paid for the capital stock

 

(43,113)

 

 

    Liabilities assumed

 

US$25,478

 

 

Reconciliation of VimpelCom-Region OIBDA to operating income (Unaudited)
(In thousands of US dollars)

 

Three months ended

September 30, 2004

June 30, 2004

September 30, 2003

OIBDA

135,032

92,863

49,788

Depreciation

(22,899)

(19,616)

(12,893)

Amortization

(5,710)

(6,606)

(5,788)

Operating income

106,423

66,641

31,107

Reconciliation of VimpelCom-Region OIBDA margin to operating income as percentage of net operating revenues (Unaudited)

 

Three months ended

September 30, 2004

June 30, 2004

September 30, 2003

OIBDA margin

47.8%

42.5%

38.7%

Less: Depreciation as percentage of net operating revenues

(8.1%)

(9.0%)

(10.0%)

Less: Amortization as percentage of net operating revenues

(2.0%)

(3.0%)

(4.5%)

Operating income as percentage of net operating revenues

37.7%

30.5%

24.2%

Reconciliation of VimpelCom-Region OIBDA to operating income
(Unaudited)
(In thousands of US dollars)

 

Nine months ended

September 30, 2004

September 30, 2003

 

OIBDA

297,818

98,421

 

Depreciation

(60,709)

(28,177)

 

Amortization

(18,482)

(15,975)

 

Operating income

218,627

54,269

 

Reconciliation of VimpelCom-Region OIBDA margin to operating income as percentage of net operating revenues (Unaudited)

 

Nine months ended

September 30, 2004

September 30, 2003

 

OIBDA margin

44.1%

34.4%

 

Less: Depreciation as percentage of net operating revenues

(9.0%)

(9.9%)

 

Less: Amortization as percentage of net operating revenues

(2.7%)

(5.6%)

 

Operating income as percentage of net operating revenues

32.4%

19.0%

 

Attachement D: Reconciliation tables for non-U.S. GAAP measures related to geographical areas

Reconciliation of SAC to selling, general and administrative expenses in Moscow license area (Unaudited)
(In thousands of US dollars, except for SAC and subscriber amounts)

 

Three months ended

September 30, 2004

June 30, 2004

September 30, 2003

Selling, general and administrative expenses

96,665

83,185

81,976

Less: General and administrative expenses

68,139

60,022

50,334

Sales and marketing expenses,
including

28,526

23,163

31,642

advertising & marketing expenses

10,345

10,937

6,282

dealers' commission expense

18,181

12,226

25,360

New gross subscribers,'000

1,121

989

1,172

Subscriber Acquisition Cost (SAC) (US$)

25.4

23.4

27.0

Reconciliation of ARPU to service revenue and connection fees in Moscow license area (Unaudited)
(In thousands of US dollars, except for ARPU and subscriber amounts)

 

Three months ended

September 30, 2004

June 30, 2004

September 30, 2003

Total operating revenues

344,868

315,736

275,205

Less: Revenues from sales of handsets and accessories and other revenues

39,912

35,629

25,103

Less: Connection fees

70

123

208

Less: Revenue from rent of fiber-optic channels

408

304

308

Service revenue used to calculate ARPU

304,478

279,680

249,586

Average number of subscribers,'000

6,349

6,129

4,752

Average revenue per subscriber per month (US$)

16.0

15.2

17.5

Reconciliation of SAC to selling, general and administrative expenses in regions (Unaudited)
(In thousands of US dollars, except for SAC and subscriber amounts)

 

Three months ended

September 30, 2004

June 30, 2004

September 30, 2003

Selling, general and administrative expenses

96,766

78,193

48,346

Less: General and administrative expenses

56,751

45,065

30,348

Sales and marketing expenses,
including

40,015

33,127

17,998

advertising & marketing expenses

6,188

5,531

5,385

dealers' commission expense

33,827

27,596

12,613

New gross subscribers,'000

3,731

2,998

1,469

Subscriber Acquisition Cost (SAC) (US$)

10.8

11.0

12.3

Reconciliation of ARPU to service revenue and connection fees in regions (Unaudited)
(In thousands of US dollars, except for ARPU and subscriber amounts)

 

Three months ended

September 30, 2004

June 30, 2004

September 30, 2003

Total operating revenues

304,394

222,429

133,376

Less: Revenues from sales of handsets and accessories and other revenues

11,155

10,033

10,714

Less: Connection fees

123

102

147

Service revenue used to calculate ARPU

293,116

213,506

122,515

Average number of subscribers,'000

11,615

212,294

3,552

Average revenue per subscriber per month (US$)

8.4

8.3

11.5

Reconciliation of SAC to selling, general and administrative expenses in Kazakhstan (Unaudited)
(In thousands of US dollars, except for SAC and subscriber amounts)

 

Three months ended

September 30, 2004a)

June 30, 2004

September 30, 2003

Selling, general and administrative expenses

1,944

n/a

n/a

Less: General and administrative expenses

886

n/a

n/a

Sales and marketing expenses,
including

1,058

n/a

n/a

advertising & marketing expenses

247

n/a

n/a

dealers' commission expense

811

n/a

n/a

New gross subscribers,'000

42

n/a

n/a

Subscriber Acquisition Cost (SAC) (US$)

25.2

n/a

n/a

a)September data only

Reconciliation of ARPU to service revenue and connection fees in Kazakhstan (Unaudited)
(In thousands of US dollars, except for ARPU and subscriber amounts)

 

Three months ended

September 30, 2004a)

June 30, 2004

September 30, 2003

Total operating revenues

10,759

n/a

n/a

Less: Revenues from sales of handsets and accessories and other revenues

0

n/a

n/a

Less: Connection fees

0

n/a

n/a

Service revenue used to calculate ARPU

10,759

n/a

n/a

Average number of subscribers,'000

661

n/a

n/a

Average revenue per subscriber per month (US$)

16.3

n/a

n/a

a)September data only

 

 

 

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