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Sistema JSFC

December 20, 2005

Sistema announces financial and operating results for the nine months ended September 30, 2005

Moscow, Russia - December 20, 2005 - Sistema (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 nine months ended September 30, 2005.

 

HIGHLIGHTS

 - Consolidated revenues grew 31% to US$ 5.4 billion

 - OIBDA increased 25% to US$ 2.3 billion

 - Operating income up 19% to US$ 1.6 billion

 - Net income grew 29% to US$ 434 million

 - Total consolidated assets increased 57% to US$ 12.1 billion

 

Vladimir Evtushenkov, President and Chief Executive Officer of Sistema, commented on the nine month results: "Once again we are pleased to report strong overall financial results as we continue to fulfill our commitments to investors. Sistema's various existing business segments have continued to perform well, and we are also pleased with the results of those operating assets which are new to our Group. We will continue to add to our portfolio on a selective basis as well as to effect disposals, partially or entirely, according to market opportunities. Our strategy for 2006 will continue to be driven by these goals whilst at all times seeking to deliver attractive performance for our shareholders."

 

FINANCIAL SUMMARY

 (US$ millions)

 

9m 2005

 

9m 2004

 

Growth

     FY 2004

     

Revenues

 

5,410.6

 

4,135.9

 

31%

5,711.3

 

Operating income

Margin

1,553.4

29%

1,306.5

32%

19%

-

1,664.7

29%

 

Net Income

 

434.2

 

336.7

29%

 

411.2

 

OIBDA

Margin

 

2,302.3

42%

 

1,847.2

45%

 

25%

-

 

2,464.6

43%

 

FINANCIAL AND OPERATING REVIEW

Sistema's consolidated revenues increased by 31% period-on-period to US$ 5.4 billion in the nine month period ended September 30, 2005, from US$ 4.1 billion in the same period of 2004. This growth was mainly organic - revenues from existing businesses grew by US$ 1.121 billion, or 27%. The consolidation of Gorizont RT, Sibintertelecom, Barash, Kvant and others contributed a total of US$ 153.9 million to the increase.

The Telecommunications segment represented 79.3% of total aggregated revenues for the period, compared with 81% in the same period of last year, while the contribution of the Technology segment to the Group's aggregated revenues increased to 12.1% from 7.7% for the same period last year. Sistema also continued to expand its business outside of Russia, capturing continued strong growth in the economies of the CIS countries. Revenues generated by the Group's operations in Ukraine for the nine months of 2005 were US$ 1,129 million, which is close to 20% of Sistema's total revenues.

Consolidated OIBDA increased by 24.6% period-on-period to US$ 2.3 billion from US$ 1.8 billion for the first nine month period of 2004. The OIBDA margin decreased to 42.5% for the reporting period, compared to 44.6% for the same period of 2004, both through some margin contraction in the Telecommunications segment, and the growth of the proportion of lower-margin segments in total revenues.

Sistema's operating income increased by 19% to US$ 1.6 billion from US$ 1.3 billion in the same period for the previous year. Importantly, in the first nine months of 2005 Sistema continued to benefit from ongoing growth in scale and profitability of the Group's non-telecom businesses. MTS contributed US$ 1.3 billion, or 83%, of the Group's aggregated operating income in the nine month period ended September 30, 2005, vs. 90% in the first nine months of 2004.

Group net income increased by 29% period-on-period to US$ 434.2 million for the nine months ended September 30, 2005, from US$ 336.7 million for same period in 2004, with net income margin declining slightly to 8.0% from 8.1%.

Our total long-term indebtedness increased to US$ 3.0 billion as at September 30, 2005 from US$ 2.0 billion as at the same date last year, while current debt remained virtually unchanged at US$ 562.8 million (vs. US$ 563.0 million as at September 30, 2004). The ratio of total debt to annualized OIBDA as of September 30, 2005, stood at 1.2x vs. 1.0x at the end of the first nine months of the previous year.

In the reporting period, Sistema invested US$ 1.6 billion in capital expenditures (excluding acquisitions), which is a 55% increase compared with US$ 1.1 billion in the first nine months of 2004.

 

Telecommunications

Revenues from the Telecommunications segment grew by 28% period-on-period to US$ 4.3 billion from US$ 3.4 billion. MTS' revenues grew by 28% or US$ 813.2 million to US$ 3.7 billion, reflecting continued subscriber growth in Russia and the CIS.

Combined revenues of Comstar, MTU-Inform, Telmos, MTU-Intel and Golden Line, now united under the umbrella of Comstar UTS, grew by 16% to US$ 243.4 million from US$ 209.0 million in the first nine months of 2004, with operating income increasing by almost 12% to US$ 49.3 million from US$ 44.1 million.

MGTS demonstrated a 31% growth in its top line to US$ 466.8 million from US$ 357.3 million in the first nine months of 2004. The company's operating income increased by 135% to US$ 159 million from US$ 67.8 million for the same period in 2004. This growth in revenues and profitability was driven by an increase in regulated tariffs, growth in unregulated value-added services (including broadband Internet access services), and the effects of the monetization of social benefits.

 

Technology

Technology remained one of Sistema's fastest-growing segment in the first nine months of 2005, with revenues more than doubling in the period to US$ 652.8 million from US$ 319.8 million in the first nine months of 2004, and operating income growing by more than 10 times to US$ 143.1 million from US$ 13.9 million. The acquisition of Kvant and Videophone and consolidation of Mediatel (previously not included in Technology) contributed US$ 33.1 million to the increase in revenues, while organic growth came mainly from the infocommunication technology business with 342% growth to US$ 210.0 million from US$ 47.6 million in revenue and 653% increase in operating profit to $125.6 million from $16.7 million. System integration and hardware distribution business revenue increased by 51% to $312.9 million from $206.4 million, while operating profit increased by more than 30 times to $9.4 million from $0.3 million for the same period last year. Consumer electronics business showed 217% growth to US$ 89.1 million from US$ 28.1 million in revenue and 148% increase in operating income to $1.2 million for the first nine months 2005 from an operating loss of $2.6 million for the first nine months 2004. The revenues of the semiconductor design and manufacturing business declined by 8% to US$ 38.3 million against US$ 41.6 million, however, operating income increased by 129% to $9.7 million from $4.2 million for the same period last year, making this business line the second-largest contributor to the segment's operating income.

 

Insurance

Revenues for the Insurance segment increased by 58.3% period-on-period to US$ 287.2 million from US$ 181.6 million on the back of a 68.7% increase in gross premiums written to US$ 438.0 million from US$ 259.6 million in the first nine months of 2004 and continuing enhanced returns on the investment portfolio managed by Allianz-ROSNO Asset Management. Operating income for the segment rose to US$ 19.5 million from US$ 11.4 million as a result of continued improvements in operating efficiencies during the reporting period.

 

Banking

The Banking segment revenues grew by 57% period-on-period to US$ 77.3 million from US$ 49.2 million in the first nine months of 2004. The growth in revenues was primarily attributable to interest on loans to customers, which increased by 65%. However, operating costs increased at a higher rate due to the increase in loan servicing cost, which reduced operating margin to 12.3% from 29.2% in the first nine months of 2004.

 

Real Estate

Revenues in the real estate business are recognized upon completion of development projects. Revenues for the nine month period ended September 30, 2005, as for the previous reporting period to June 30, 2005, showed a decrease compared with the nine months ended September 30, 2004. For the first nine months of this year revenues decreased by US$ 53.9 million to US$ 27.9 million, which represents a 66% decline compared to the same period in 2004. The reason for the decrease is the continued high level of work in progress which resulted in no sales of completed premises during the reporting period. Consequently, operating income for the period decreased to US$ 8.4 million from US$ 26.9 million in the same period of 2004.

 

Retail

Revenues for the retail business more than doubled to US$ 103.1 million, for the nine month period ended September 30, 2005 from US$ 50.9 million for the same period in 2004. The increase was mostly generated by revenues of our new retail outlets. Another component of growth was consolidation of companies previously not included in our consolidated financial statements, such as NeuKoln with revenues of US$ 9.7 million, and DM-Orel previously accounted for by the equity method with revenues of US$ 2.3 million. The acquisition of Chudo-Ostrov-Neva, S-Toys and Virastay-ka contributed US$ 7.6 million, US$ 8.6 million and US$ 0.7 million in revenues, respectively. Operating income during the reporting period increased marginally by 0.85% to US$ 4.74 million, compared with US$ 4.69 million in the nine month period ended September 30, 2004. The total number of Detsky Mir stores as at September 30, 2005 stood at 35, and this number further increased to 47 as at December 20, 2005.

 

Media

Media business revenues grew by 96.1% to US$ 56.7 million during the nine month period ended September 30, 2005 compared to US$ 28.9 million for the same period in the previous year, primarily owing to regional expansion and an acquisition. The newly acquired group of companies ESTA, a cable television operator, contributed US$ 4.7 million to the revenues growth. Thema Production, a film producing company, previously excluded from Media operating results, had revenues of US$ 1.6 million in the nine month period ended September 30, 2005. The segment's aggregated operating losses increased to US$ 1.6 million in the nine month period ended September 30, 2005 from US$ 1.1 million in the nine month period ended September 30, 2004 (this includes operating income of US$ 1.2 million generated by ESTA).

 

ACQUISITIONS AND DIVESTITURES

In August 2005, Sistema Mass Media acquired 100% minus 1 share of ESTA for a cash consideration of approximately US$ 8.6 million. ESTA operates cable TV networks in Tver, Kaluga and three cities in the Arkhangelsk Region (Severodvinsk, Koryazhma and Mirny). Sistema Mass Media acquired 50.05% of the company's shares from individual investors and 49.95% from the European Bank for Reconstruction and Development.

In August 2005, Sistema acquired minority shareholdings in seven energy companies in the Republic of Bashkortostan against an advance payment of US$ 502.9 million and subsequently increased its stake in five of these seven companies in October as discussed below.

In September 2005, Sistema's fixed-line telecommunications provider subsidiary Comstar United TeleSystems acquired a 45% equity stake in Metrocom, a leading alternative fixed-line telecommunications company in St. Petersburg, for a total cash consideration of US$ 12.2 million. In addition, Sistema refinanced the loan of US$ 10.0 million previously obtained by Metrocom with the support of Antel Holdings Ltd. The stake has been acquired from Antel Holdings Ltd., a subsidiary of MENATEP Group. The remaining 55% of Metrocom is held by the St. Petersburg City Property Management Committee (KUGI).

 

RECENT EVENTS

In September 2005, the ordinary shares of Comstar United TeleSystems were admitted to the Moscow Stock Exchange (MSE) under the symbol CMST.

In October 2005, Sistema increased its stakes in five out of seven energy companies in the Republic of Bashkortostan in which it had acquired minority shareholdings in August. Sistema increased its voting stake in OAO Novoil from 19.9% to 28.17%, in OAO Ufimsky NPZ from 19.9% to 25.52%, in OAO Ufaneftekhim from 19.9% to 22.43%, in OAO Ufaorgsintez from 19.9% to 24.87% and in OAO Bashneft from 19.9% to 25%, while at the same time reaching an agreement to cancel the acquisition of a 10.08% stake in OAO Bashkirenergo.

In November 2005, Sistema reached an agreement with Oboronprom to sell its 100% stake in Kamov-Holding, official distributor of Kamov helicopters, and the owner of 49.46% of Kamov, designer and manufacturer of helicopters, for a total cash consideration of US$ 11.8 million.

In November 2005, Sistema completed the consolidation of its fixed-line telecommunications operators under Comstar United TeleSystems. As a result of this consolidation, Comstar UTS now owns majority stakes in Sistema's fixed-line businesses, including 99% of MTU-Inform, 100% of Telmos, 100% of MTU-Intel (including 100% of Golden Line) and 55.62% of MGTS. Acquisition was effected through additional share issuance by Comstar UTS. Upon completion of restructuring Sistema and its 100%-owned subsidiaries own 79.3% of Comstar UTS shares; MGTS and its 100%-owned subsidiary own 20.7% of Comstar UTS shares. Following this restructuring, in December 2005 Comstar UTS launched a public share purchase offer to the holders of MGTS ordinary shares at RUR 490 per share (equivalent to approximately US$ 17.065 at the official exchange rate as of the announcement date).

In November 2005, Sistema Mass Media acquired a 74% stake in Cifrovoe Teleradioveshanie (CTV), a digital television broadcasting company, for a cash consideration of approximately US$ 7 million.

Earlier this month, Sistema's CEO and controlling shareholder, Vladimir Evtushenkov, distributed a part of his stake representing total of 1% of outstanding shares to the company's directors and top management. In this way, Mr. Evtushenkov made a personal contribution towards the incentive program for the company's Board members and top executives. 

 

APPENDIX - NON-GAAP FINANCIAL MEASURES

This results statement includes financial information prepared in accordance with United States Generally Accepted Accounting Principles (US GAAP), as well as other non-GAAP financial information. The non-GAAP financial information should be considered as an addition to, but not as a substitute for, information prepared in accordance with US GAAP. 

OIBDA is operating income before depreciation and amortization and the OIBDA margin is defined as OIBDA as a percentage of net revenues.  These measures are included in this results statement in order to provide additional information regarding the Group's ability to meet future debt service payments, capital expenditure and working capital requirements, and as a metric to evaluate profitability.  OIBDA is not a measure of financial performance under US GAAP, and is not an alternative to net income as a measure of operating performance, or to cash flows from operating activities as a measure of liquidity.  While depreciation and amortization are considered operating costs under GAAP, these items primarily represent the non-cash current period allocation of costs arising from the acquisition or development of long term assets in prior periods. OIBDA is commonly used as a criterion for evaluation of operating performance by credit and equity investors and analysts. The calculation of OIBDA may be different from the calculation used by other companies and comparability may therefore be limited.  OIBDA can be reconciled to the Group's consolidated statements as follows:

 

US$ thousands                                  9m 2005                     9m 2004                     FY 2004

 

Operating Income                                1,553,433                   1,306,545                   1,664,706

 

Add depreciation and amortization          748,829                      540,679                      799,885

 

OIBDA                                               2,302,262                   1,847,224                   2,464,591

 

 

JSFC SISTEMA AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(Amounts in thousands of U.S. dollars, except share and per share amounts)

 

January 01, 2005 -September 30,

2005

January 01, 2004 -

September 30,

2004

FY 2004

 

 

 

 

Sales

$5,056,002

$3,914,312

$5,392,827

Revenues from financial services

354,581

221,608

      318,459

 

 

 

 

TOTAL REVENUES

5,410,583

4,135,920

5,711,286

 

 

 

 

Cost of sales, exclusive of depreciation and amortization shown separately below

(1,950,179)

(1,440,155)

     (2,020,124)

Financial services related costs, exclusive of depreciation and amortization shown separately below

(258,541)

(149,378)

       (201,631)

 

 

 

 

TOTAL COST OF SALES

(2,208,720)

(1,589,533)

(2,221,755)

 

 

 

 

Selling, general and administrative expenses

(928,736)

(679,629)

     (1,009,716)

Depreciation and amortization

(748,829)

(540,679)

     (799,885)

Other operating expenses, net

(28,583)

(30,614)

       (44,529)

Equity in net income of investees

54,381

12,942

        27,121

Gain/(loss) on disposal of interests in subsidiaries

3,337

(1,862)

          2,184

 

 

 

 

OPERATING INCOME

1,553,433

1,306,545

1,664,706

 

 

 

 

Interest income

56,857

17,370

        18,061

Interest expense, net of amounts capitalized

(189,892)

(163,316)

       (213,943)

Currency exchange and translation (loss)/gain

(14,412)

9,496

         12,620

 

 

 

 

Income before income tax, minority interests and cumulative effect of a change in accounting principle

1,405,986

1,170,095

 

1,481,444

 

 

 

 

Income tax expense

(404,092)

(326,141)

(445,731)

 

 

 

 

Income before minority interests and cumulative effect of a change in accounting principle

1,001,894

843,954

 

1,035,713

 

 

 

 

Minority interests

(567,673)

(471,761)

(589,014)

 

 

 

 

Income before cumulative effect of a change in accounting principle

434,221

372,193

 

446,699

 

 

 

 

Cumulative effect of a change in accounting principle (net of income tax effect of nil)

-

(35,472)

 

(35,472)

 

 

 

 

NET INCOME

$434,221

$336,721

$411,227

Weighted average number of common shares outstanding

9,417,216

8,100,000

8,100,000

Earnings per share, basic and diluted

46.1

41.6

50.8

 

JSFC SISTEMA AND SUBSIDIARIES

UNAUDITED CONSOLIDATED BALANCE SHEETS

(Amounts in thousands of U.S. dollars, except share amounts)

 

September 30,

2005

September 30,

2004

December 31,

2004

ASSETS

 

 

 

 

 

 

 

CURRENT ASSETS:

 

 

 

Cash and cash equivalents

$939,502

$308,547

$503,747

Short-term investments

475,888

178,964

207,293

Loans to customers and banks, net

657,242

291,629

379,310

Insurance-related receivables

168,924

95,230

130,278

Accounts receivable, net

450,774

292,956

327,921

Other receivables and prepaid expenses, net

822,613

540,328

583,074

Inventories

355,860

228,275

276,832

Deferred tax assets, current portion

103,238

68,334

73,592

Total current assets

3,974,041

2,004,263

2,482,047

 

 

 

 

Property, plant and equipment, net

5,346,450

3,990,929

4,435,215

Advance payments for non-current assets

479,165

161,782

181,281

Long-term receivables

5,291

1,208

4,513

Long-term investments

519,019

54,554

45,911

Investments in affiliated companies

285,830

194,643

206,520

Goodwill

224,134

114,630

174,341

Licenses, net

627,036

692,460

750,933

Other intangible assets, net

536,775

435,128

467,160

Debt issuance costs, net

25,591

24,025

27,267

Deferred tax assets

38,930

5,307

3,482

TOTAL ASSETS

$12,062,262

$7,678,929

$8,778,670

 

 

 

 

LIABILITIES AND SHAREHOLDERS' EQUITY

 

 

 

 

 

 

 

CURRENT LIABILITIES:

 

 

 

Accounts payable

$485,026

$331,752

$361,016

Bank deposits and notes issued

364,012

239,819

326,861

Insurance-related liabilities

516,407

240,613

344,460

Taxes payable

251,443

151,556

117,888

Deferred tax liabilities, current portion

15,338

5,252

22,071

Accrued expenses, subscriber prepayments and other current liabilities

997,893

643,323

 

737,394

Short-term notes payable

127,908

60,556

221,103

Current portion of long-term debt

432,266

497,654

340,938

Total current liabilities

3,190,293

2,170,525

2,471,731

 

 

 

 

LONG-TERM LIABILITIES:

 

 

 

Capital lease obligations

5,000

2,138

3,412

Long-term debt

3,004,949

1,974,840

2,494,522

Subscriber prepayments, net of current portion

177,920

133,209

156,233

Deferred tax liabilities

207,753

223,761

218,620

Postretirement benefit obligation

21,691

14,349

16,226

Total long-term liabilities

3,417,313

2,348,297

2,889,013

 

 

 

 

Deferred revenue

128,111

121,878

130,913

 

 

 

 

TOTAL LIABILITIES

6,735,717

4,640,700

5,491,657

 

 

 

 

Minority interests in equity of subsidiaries

2,185,238

1,703,634

1,851,027

 

 

 

 

Commitments and contingencies

-

-

-

 

 

 

 

SHAREHOLDERS' EQUITY:

 

 

 

Share capital

30,057

25,090

25,090

Additional paid-in capital

1,478,564

198,882

198,882

Retained earnings

1,589,871

1,089,898

1,164,404

Accumulated other comprehensive income

42,815

20,725

47,610

TOTAL SHAREHOLDERS' EQUITY

3,141,307

1,334,595

1,435,986

 

 

 

 

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY

$12,062,262

$7,678,929

$8,778,670

 

JSFC SISTEMA AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in thousands of U.S. dollars)

 

January 01, 2005 -September 30,

2005

January 01, 2004 -

September 30,

2004

FY 2004

OPERATING ACTIVITIES:

 

 

 

Net income

$434,221

$336,721

$411,227

 

 

 

 

Adjustments to reconcile net income to net cash provided by operations:

 

 

 

Depreciation and amortization

748,829

540,679

799,885

(Gain)/loss on disposal of property, plant and equipment

(552)

1,219

1,551

Long-term investments' impairment

-

-

3,070

(Gain)/loss on disposal of interests in subsidiaries

(3,337)

1,862

1,862

Cumulative effect of a change in accounting principle

-

35,472

35,472

Minority interests

567,673

471,761

589,014

Equity in net income of investees

(54,381)

(12,942)

(27,121)

Deferred income tax benefit

(95,225)

(31,410)

(58,903)

Provision for doubtful accounts receivable

36,829

15,179

29,809

Allowance for loan losses

4,962

(1,452)

13,810

Inventory obsolescence charge

5,095

4,874

5,868

 

 

 

 

Changes in operating assets and liabilities, net of effects from purchase of businesses:

 

 

 

Trading securities

(212,042)

22,503

27,142

Loans to banks

(152,710)

54,626

(25,661)

Insurance-related receivables

(38,646)

(25,497)

31,111

Accounts receivable

(156,400)

(54,598)

(101,567)

Other receivables and prepaid expenses

(238,160)

46,019

(3,929)

Inventories

(72,088)

(64,259)

(112,269)

Accounts payable

115,750

37,045

54,110

Insurance-related liabilities

171,947

59,627

51,985

Taxes payable

133,039

33,390

(1,997)

Accrued expenses, subscriber prepayments and other liabilities

146,889

19,552

171,966

Postretirement benefit obligation

5,465

5,759

7,636

 

 

 

 

Net cash provided by operations

1,347,158

1,496,130

1,904,071

 

 

 

 

INVESTING ACTIVITIES:

 

 

 

Purchase of property, plant and equipment

(1,409,491)

(978,732)

(1,498,098)

Purchase of intangible assets

(171,741)

(84,594)

(164,577)

Purchase of businesses, net of cash acquired

(94,168)

(196,860)

(338,906)

Proceeds from disposal of subsidiaries, net of cash disposed

4,859

649

649

Purchase of long-term investments

(686,594)

(68,394)

(76,217)

Purchase of short-term investments

(692,550)

(40,926)

(142,696)

Proceeds from sale of short-term investments

616,687

107,266

187,500

Proceeds from sale of property, plant and equipment

3,263

5,050

7,807

Net increase in loans to customers

(124,778)

(30,615)

(39,898)

 

 

 

 

Net cash used in investing activities

(2,554,513)

(1,287,156)

(2,064,436)

 

 

 

 

FINANCING ACTIVITIES:

 

 

 

Principal payments on short-term borrowings, net

(94,120)

(282,226)

(263,981)

Net (decrease)/increase in deposits from customers

(12,321)

80,009

150,876

Net increase/(decrease) in bank promissory notes issued

42,678

(14,947)

12,838

Proceeds from grants

924

2,913

3,285

Proceeds from long-term borrowings, net of debt issuance costs

911,398

623,774

9,445

Principal payments on long-term borrowings

(311,578)

(513,319)

1,458,082

Principal payments on capital lease obligations

(6,150)

(5,953)

(868,347)

Payments to shareholders of subsidiaries

(163,618)

   (68,681)

(7,924)

Proceeds from issuance of common stock

1,284,649

-

(108,165)

Dividends paid

(8,752)

(5,162)

(5,162)

 

 

 

 

Net cash provided by/(used in) financing activities

$1,643,110

$(183,592)

$380,947

 

 

 

 

INCREASE IN CASH AND CASH EQUIVALENTS

$435,755

$25,382

$220,582

 

 

 

 

CASH AND CASH EQUIVALENTS, beginning of the period

503,747

283,165

283,165

CASH AND CASH EQUIVALENTS, end of the period

$939,502

$308,547

$503,747

 

 

 

 

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