AFK Sistema Aktie
WKN: A0D8DX / ISIN: US48122U2042
16.05.2007 07:00:00
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Sistema Announces Financial Results for the Fourth Quarter and Twelve Months Ended December 31, 2006
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 fourth quarter and full year ended
December 31, 2006.
FOURTH QUARTER HIGHLIGHTS
Consolidated revenues up 56.4% year on year to US$ 3.4 billion
OIBDA up 52.5% year on year to US$ 1.0 billion
Operating income up 68.3% year on year to US$ 640.2 million
Net income down 7.0% year on year to US$ 93.2 million
US$ 432.1 million raised through successful initial public offering
and listing on London Stock Exchange of Sistema Hals in November 2006
Acquisition of a blocking stake of 25% plus one share in Svyazinvest
for US$ 1.3 billion in December 2006
Bitel write-off by MTS in the amount of US$ 150 million
FULL YEAR HIGHLIGHTS
Consolidated revenues up 43.1% year on year to US$ 10.9 billion
OIBDA1 up 36.0% year on year to US$ 4.0
billion
Operating income up 41.3% year on year to US$ 2.7 billion
Net income up 69.0% year on year to US$ 903.3 million
Total consolidated assets up 53.8% year on year to US$ 20.1 billion
Earnings per share up 67.4% year on year to US$ 94.4
US$ 1,060.0 million raised through successful initial public offering
and listing on London Stock Exchange of Comstar UTS in February 2006
Alexander Goncharuk, President and Chief Executive Officer of Sistema,
commented: "Sistema Group companies delivered
solid operational results in 2006. We have expanded margins while
maintaining high growth rates in our non-telecom businesses. Our
operational performance was supplemented by a number of sizable
transactions, including the strategic acquisition of a 25 per cent plus
one share stake in Svyazinvest, IPOs of Comstar UTS and Sistema Hals. We
have made significant efforts to realign our Group telecom operations
and focus our priorities on consistently delivering on our targets in
the future”.
FINANCIAL SUMMARY
The reported financial results of Sistema are presented in the following
summary. They include three items, two of which were in Comstar UTS, for
the fourth quarter and the full year which are not comparable to the
previous reporting periods and impact Sistema in the fourth quarter of
2006. The first item was the non-recurring US$ 62.3 million stock bonus
awards to employees of Comstar UTS, which impacted the Group’s
OIBDA. The second item was a non-cash charge of US$ 60.0 million, which
arose from the revaluation in Comstar UTS of the put and call option
issued in connection with the acquisition of a 25% plus one share stake
in State Telecommunications Investment Company ‘Svyazinvest’
on December 11, 2006. The third item, write-off of MTS’
investment in Bitel, impacted the Group’s net
income for both the fourth quarter and the full year by a US$ 79.7
million (net of minority interest).
(US$ millions) Q4 06 Q4 05 Year onYearGrowth FY 06 FY 05 Year onYearGrowth
Revenues
3,401.6
2,175.3
56.4%
10,862.8
7,593.5
43.1%
OIBDA
1,000.5
656.2
52.5%
4,023.5
2,958.4
36.0%
OIBDA Margin
29.4%
30.2%
37.0%
39.0%
Operating income
640.2
380.4
68.3%
2,733.2
1,933.8
41.3%
Operating Margin
18.8%
17.5%
25.2%
25.5%
Net income
93.2
100.2
-7.0%
903.3
534.4
69.0%
Net income Margin
2.7%
4.6%
8.3%
7.0%
OPERATING REVIEW
Sistema’s consolidated revenues increased by
56.4% year on year in the fourth quarter to US$ 3.4 billion and by 43.1%
to US$ 10.9 billion in 2006, as a result of solid performance by the
Group’s Telecommunications segment and steady
growth of the Group’s non-telecommunications
operations. The non-telecommunications businesses accounted for 38.4% of
Group consolidated revenues in the fourth quarter and 31.2% in 2006,
compared to 26.5% and 22.4% for the corresponding periods of 2005. The
organic year on year growth in 2006 (excluding businesses acquired or
divested since the end of the fourth quarter of 2005) was 34.3% and
amounted to US$ 2.6 billion.
Group OIBDA increased by 52.5% year on year in the fourth quarter, and
by 36.0% year on year from US$ 3.0 billion to US$ 4.0 billion in 2006.
The Group’s OIBDA margin decreased slightly
from 30.2% to 29.4% in the fourth quarter as a result of non recurring
items recorded in Comstar UTS’s results, as
explained above. MTS has shown a particular robust growth with OIBDA
margin expanding by 4 percentage points in the fourth quarter year on
year. Group OIBDA margin in 2006 declined slightly from 39.0% to 37.0%
as a result of the increase of the share of low-marginal businesses,
primarily Sitronics, stock bonus awards by Comstar UTS and slight
decrease in OIBDA margin of Telecommunications segment due to the impact
of the introduction of the new regulation on long distance traffic,
introduction of Calling Party Pays and change in settlements with
operators.
Group operating income was up 68.3% year on year in the quarter from US$
380.4 million to US$ 640.2 million, and by 41.3% from US$ 1.93 billion
to US$ 2.73 billion in 2006. The operating margin in the fourth quarter
was 18.8%, compared to 17.5% a year ago and was 25.2% in 2006, compared
to 25.5% in 2005.
Consolidated depreciation and amortization expense was up by 30.6% year
on year in the quarter and by 25.9% in 2006, following the growth in the
Group’s depreciable asset base; the
previously announced revision of the estimated remaining useful life of
MGTS analogue equipment; the depreciation and amortization charges
arising from the purchase of the increased shareholding in MGTS; and the
currency translation effect of a weakening US Dollar on MGTS’s
rouble denominated depreciation and amortization charges.
Selling, General and Administrative expenses rose by 33.5% for the
quarter and by 42.6% in 2006, from US$ 485.6 million to US$ 648.0
million and from US$ 1.4 billion to US$ 2.0 billion, respectively. US$
62.3 million in the quarter and US$ 153.0 million in 2006, included in
SG&A expense, reflects the value of non-cash compensation received by
employees.
The effective tax rate increased from 28.8% to 32.9% in 2006, as a
result of foreign exchange gains on non-rouble denominated debt and the
effects of the stock bonus awards and the option revaluation charge in
Comstar, as well as the write-off of the investment in Bitel, which are
not tax-deductible.
The increase in minority interest reflects changes both in net income of
the Group and the share of ownership in the Group’s
companies.
Net income in the fourth quarter was down year on year to US$ 93.2
million from US$ 100.2 million. In 2006, the net income growth was 69.0%
from US$ 534.4 million to US$ 903.3 million.
The weighted average number of shares outstanding increased from
9,475,980 in 2005 to 9,570,050 in 2006.
Telecommunications2 (US$ millions)
Q4 2006
Q4 2005
Year onYearGrowth
FY 2006
FY 2005
Year onYearGrowth
Revenues
2,096.3
1,598.3
31.2%
7,475.6
5,892.9
26.9%
OIBDA
942.3
682.0
38.2%
3,576.3
2,922.5
22.4%
Operating Income
606.8
425.6
42.8%
2,377.4
1,933.3
23.0%
Net Income
137.3
142.2
(3.4)%
757.2
677.6
11.7%
The Telecommunications segment, which comprises MTS and Comstar UTS,
reported 31% year on year revenue growth to US$ 2.1 billion in the
fourth quarter of 2006 and 26.9% year on year increase to US$ 7.5
billion for the full year. The segment accounted for 61.6% of the Group’s
consolidated revenues in the quarter, compared to 73.5% a year ago. The
growth was primarily organic with the exception of US$ 23.0 million
revenue contribution from newly acquired businesses in Comstar UTS (DG
Tel and Technologic Systems in Ukraine, Cornet and Callnet in Armenia,
and Astelit) and MTS (Dagtelecom). MTS continued to be the main
contributor to the segment revenues and accounted for 95.0% of the
segment’s year on year growth in the quarter.
MTS added 5.3 million subscribers during the fourth quarter of 2006 as a
result of the organic growth in its business, and reported 35.5% year on
year revenue growth for the period from US$ 1.3 billion to US$ 1.8
billion. The mobile operator added 14.7 million subscribers during 2006.
Revenues in 2006 increased by 27.4% year on year to US$ 6.4 billion from
US$ 5.0 billion. MTS results for the fourth quarter of 2006 showed a
year on year increase in average monthly service revenue per subscriber ("ARPU”)
for the Russian customer base from US$ 7.4 to US$ 8.5.
Comstar UTS generated 7.9% year on year revenue growth in the fourth
quarter and 23.4% growth in 2006, from US$ 270.7 million to US$ 292.1
million and from US$ 907.6 million to US$ 1.1 billion, respectively,
reflecting robust growth in organic revenues, as well as US$ 25.8
million contribution received by MGTS from the federal budget for the
discounts granted to certain categories of residential subscribers of
MGTS prior to January 1, 2005 and US$ 32.9 million from the introduction
of CPP ("Calling Party Pays”)
on July 1, 2006. Data and internet services to residential users of the
alternative segment were up 30.6% year on year.
Segment OIBDA was up 38.2% year on year in the quarter and up 22.4% in
2006, with OIBDA margin of 45.0% in the fourth quarter and 48.0% in
2006, resulting from significant improvements in operations of MTS after
the restructuring program introduced by the current management in May
2006. MTS’ OIBDA in the fourth quarter
increased by 48.0% year on year from US$ 621.3 million to US$ 919.8
million3. OIBDA in 2006 increased by 25.8%
from US$ 2.6 billion to US$ 3.2 billion. OIBDA margin was nearly flat
year on year at 51% despite revenue growth of 27.4% in 2006. Comstar UTS
reported a 9.3% increase in OIBDA (before non-recurring US$ 62.1 million
stock bonus awards) from US$ 89.1 million to US$ 97.4 million in the
quarter and a 19.5% increase in 2006, from US$ 358.8 million to US$
428.6 million.
The segment net income decreased 3.4% in the fourth quarter and
increased 11.7% year on year to US$ 137.3 million in the fourth quarter
and US$ 757.2 million in 2006, and included US$ 79.7 million (net of
minority interest) write-off of investment in Bitel by MTS in the fourth
quarter.
In December 2006, Comstar UTS announced the acquisition of a blocking
stake 25.0% plus one share in Svyazinvest from Mustcom Limited for a
total cash consideration of US$ 1.3 billion. In April, 2007, the EGM of
Svyazinvest elected Sergei Shchebetov (Chairman of the Board of
Directors of Comstar UTS) and Anton Abugov (First Vice President and
Head of Strategy and Development at Sistema) to the Board of Directors
of Svyazinvest.
Technology4 (US$ millions)
Q4 2006
Q4 2005
Year onYearGrowth
FY 2006
FY 2005
Year onYearGrowth
Revenues
565.2
308.4
83.3%
1,610.7
961.1
67.6%
OIBDA
63.0
4.9
1,190.2%
172.5
155.6
10.9%
Operating Income
54.8
0.4
14,081.5%
129.8
143.5
-9.6%
Net Income
29.0
5.8
397%
61.5
60.7
1.2%
The Technology segment of Sistema, which is represented by SITRONICS,
generated 83.3% revenue growth year on year to US$ 565.2 million in the
fourth quarter and 67.6% increase year on year to US$ 1.6 billion in
2006, and accounted for 16.0% and 14.2%, respectively, of Group revenues
in 2006, compared to 13.7% and 12.0%, respectively, for the same periods
of 2005.
In June 2006, SITRONICS acquired 51.0% of Intracom Telecom, a provider
of advanced telecommunications solutions and services for fixed and
wireless operators, primarily in the Eastern Europe and Middle East.
In February 2007, SITRONICS completed its Initial Public Offering on the
London Stock Exchange The net proceeds of the offering to SITRONICS
totaled US$ 356.4 million.
Real Estate (US$ millions)
Q4 2006
Q4 2005
Year onYearGrowth
FY 2006
FY 2005
Year onYearGrowth
Revenues
121.8
42.9
184%
282.9
78.4
261%
OIBDA
33.1
1.3
2,446%
93.1
12.5
645%
Operating Income
30.3
2.0
1,415%
86.0
10.4
726%
Net Income
18.7
0.9
1,978%
52.7
2.3
2,191%
The Real Estate segment, which is represented by Sistema Hals, reported
almost four-fold revenue growth year on year to US$ 282.9 million in
2006. Its revenues nearly tripled year on year to US$ 121.8 million in
the fourth quarter. The real estate development division remained one of
the primary growth drivers of the segment and accounted for 72% of total
segment’s revenues compared to 52% in 2005.
This growth in revenues in 2006 resulted primarily from the sale of "Pokrovka
40” project, which is a mixed-use Class A
office and hotel complex in the center of Moscow, for US$ 83.7 million, "Yartsevskaya
27” project, a residential development in
Moscow, for US$ 26.3 million. Additionally, Sistema Hals recognized
US$62.4 million in revenues from the partial completion of the Siemens
Tower project. Sistema Hals’s project
construction management division contributed US$ 22.2 million increase
in revenues compared to 2005. The asset management division increased
revenues by 80% year on year to US$ 27 million in 2006 primarily as a
result of an increase in the number of sold houses within the asset
restructuring program and the growth in rental revenue.
The segment’s OIBDA increased twenty five
times year on year to US$ 33.2 million in the fourth quarter and
increased almost eight-fold year on year to US$ 93.1 million from US$
12.5 million a year ago.
In November 2006, an IPO of Sistema Hals raised US$432.1 million from on
London Stock Exchange, valuing the company at US$ 2.1 billion.
Insurance (US$ millions)
Q4 2006
Q4 2005
Year onYearGrowth
FY 2006
FY 2005
Year onYearGrowth
Revenues
194.4
121.1
61%
638.6
408.9
56%
Gross Premiums Written
196.1
111.3
76%
794.9
463.4
72%
Net Premiums Earned
167.9
102.4
64%
571.5
364.8
57%
Net Income
3.7
0.2
1,750%
27.1
19.7
38%
Key Ratios
Loss ratio
54.5%
57.1%
54.6%
55.6%
Expense Ratio
47.4%
44.3%
41.2%
39.5%
Combined Ratio
101.9%
101.4%
95.7%
95.0%
The Insurance segment, which included ROSNO for the full reporting
period, increased revenues by 61% year on year to US$ 194.4 million in
the fourth quarter and by 56% year on year in 2006. The growth was
primarily driven by significant increase in motor vehicle insurance
premiums. Gross premiums written (GPW) increased by 76% year on year to
US$ 196.1 million in the fourth quarter and by 72% year on year to US$
794.9 million in 2006. Voluntary medical insurance premiums were up 56%,
automotive insurance premiums increased by 115%, and non-life insurance
premiums rose by 34% in the fourth quarter. The operations of new joint
venture VTB-ROSNO added US$ 17.4 million to GPW and US$ 10.3 million in
revenue in 2006.
Allianz-ROSNO Asset Management increased its assets under management
year on year from US$ 434.6 million to US$ 476.9 million in the fourth
quarter, which was primarily driven by strong growth in third party
funds.
Banking5 (US$ millions)
Q4 2006
Q4 2005
Year onYearGrowth
FY 2006
FY 2005
Year onYearGrowth
Revenues
58.8
29.5
99%
202.6
106.8
90%
OIBDA
7.4
3.7
100%
24.2
14.3
69%
Operating Income
6.2
3.2
94%
21.2
12.7
67%
Net Income
7.8
3.6
116%
14.7
8.8
67%
The Banking segment of the Group is represented by the Moscow Bank for
Reconstruction and Development (MBRD) and its subsidiaries. The segment
revenues nearly doubled year on year to US$ 58.8 million in the fourth
quarter and increased by 90% to US$ 228.2 million in 2006. The bank’s
loan portfolio grew 153% year on year and interest income received from
the retail banking operations grew to US$ 25.3 million in 2006. The bank
increased its interest income from non-Group clients following the
expansion of its retail business to 13 branches and 108 mini-offices.
The leasing activities contributed US$ 13.7 million to the segment’s
revenue in 2006.
The bank’s profitability more than doubled in
the fourth quarter of 2006 to US$7.8 million and increased by 67% to US$
14.7 million in 2006.
In December 2006, MBRD purchased 2.0% share in East-West United Bank
(EWUB) from Vneshtorgbank ("VTB”)
for a total cash consideration of $0.8 million, increasing the Group’s
ownership in EWUB to 51.0%.
Retail (US$ millions)
Q4 2006
Q4 2005
Year onYearGrowth
FY 2006
FY 2005
Year onYearGrowth
Revenues
135.1
104.9
29%
335.3
208.0
61%
OIBDA
23.7
6.1
289%
20.9
12.1
73%
Operating Income
19.9
5.7
249%
15.2
10.4
46%
Net Income
13.1
3.1
323%
4.9
3.8
29%
The Retail segment of the Group, which includes Detsky Mir, the
specialist children’s goods retailer and
wholesale trader, increased its revenues by 29% year on year in the
fourth quarter to US$ 135.1 million and by 61% year on year to US$ 335.3
million in 2006. The segment added 29 retail stores during the year,
which contributed US$ 42.9 million, or 12.8 %, to total revenues in
2006. Wholesale operations accounted for US$ 49.0 million, or 36% of
total revenues, in the fourth quarter of 2006 and for US$ 62.5 million,
or 19% of the full year revenues.
The segment’s net income improved
dramatically in the fourth quarter to US$ 13.1 million with a net income
margin of 9.7%. Following the period of expansion the retail network of
Detsky Mir is represented by 69 stores in 34 Russian cities (as at 30
April, 2007), compared to 36 stores in 16 cities as at the end of 2005.
Media (US$ millions)
Q4 2006
Q4 2005
Year onYearGrowth
FY 2006
FY 2005
Year onYearGrowth
Revenues
41.2
12.1
241%
106.7
52.4
104%
OIBDA
13.6
10.7
27%
26.6
11.6
129%
Operating Income
11.8
8.7
36%
15.4
7.1
117%
Net Income
9.6
5.7
69%
13.5
2.5
440%
The Media segment, which operates in Pay-TV, advertising, print and
other media sectors, doubled its revenues year on year to US$ 106.7
million in 2006, while revenues increased more than threefold to US$
41.2 million in the fourth quarter of this year. United Cable Network,
the largest provider of Pay TV services in Russia, which was acquired in
February 2006, contributed US$ 45.5 million in revenues in 2006.
The segment’s operating income increased by
36% year on year to US$ 11.8 million in the fourth quarter primarily due
to gain from disposal of "Literaturnaya Gazeta”,
the Russian newspaper, in the amount of US$ 3.2 million. United Cable
Network contributed US$ 2.2 million to the segment’s
operating income in 2006.
FINANCIAL HIGHLIGHTS
Net cash provided by operating activities was up 18.0% year on year to
US$ 2.1 billion in 2006. The increase in the Group’s
operating cash flows was primarily related to the growth in the
profitability of its operations.
Net cash used in investing activities was US$ 5.4 billion for the full
year of 2006, and included capital expenditures of US$ 2.4 billion for
the full year of 2006, compared to US$ 2.5 billion a year ago. The Group
spent US$ 631.4 million for the full year of 2006 on purchases of
businesses.
Cash flow from financing activities amounted to US$ 3.3 billion for the
full year of 2006, which primarily reflected proceeds of US$ 1.5 billion
received from the initial public offering of Comstar UTS, which took
place in February 2006, and the initial public offering of Sistema-Hals,
which took place in November 2006.
The Group’s net debt amounted to US$ 6.3
billion at the end 2006, compared to US$ 3.9 billion as at December 31,
2005. The Group’s increase in borrowings
included the US$ 675 million loan facility arranged by Comstar UTS with
ABN AMRO N.V., US$ 285 million of consolidated debt as a result of the
acquisition of Intracom Telecom, US$ 160 million received from the bond
offering of MBRD in March and June 2006, and US$ 200 million raised by
the SITRONICS Finance from the bond placement in February 2006, as well
as additional financing attracted by MTS.
The Group’s net cash balance amounted to US$
543.4 million at the end of 2006, compared to US$ 482.6 million as at
December 31, 2005.
In February 2007, Standard & Poor's (S&P) Ratings Services revised its
outlook on Sistema to positive from stable. At the same time the 'BB-'
long-term corporate credit rating on the company was reaffirmed.
ACQUISITIONS AND DISPOSALS
In December 2006, Comstar UTS announced the acquisition of a blocking
stake 25% plus one share in Telecommunication Investment Joint Stock
Company (Svyazinvest) from Mustcom Limited for a total
cash consideration of US$ 1.3 billion. The Company arranged a US$ 675
million six month loan facility with ABN AMRO Bank N.V. in connection
with this transaction. The interest rate was fixed at 1.2% above LIBOR.
The term of the loan can be extended to twelve months.
In December 2006, Comstar UTS announced that it has reached an
agreement with Intracom Holdings (ASE:INTRK) to subscribe to a 51% stake
in Hellas On Line SA (HoL) for a cash consideration of €
47.9 million. The closing of the transaction, which is subject to
certain conditions precedent including approval of Greek regulatory
authorities, is expected during the first half of 2007.
In October 2006, Comstar announced the acquisition of two telecom
operators in Kiev, Ukraine – DG Tel and
Technologic Systems – through its local
subsidiary Comstar – Ukraine for a total cash
consideration of US$ 4.7 million; the acquisition of Astelit, an
alternative fixed-line operator, for US$ 7.8 million and the acquisition
of Unitel for a total cash consideration of US$ 4.8 million. Unitel is
an alternative wireless fixed-line telecommunications company serving
customers in the Moscow region.
In August 2006, the Group acquired a 81.25% stake in ZAO Sahles, the
owner of controlling stakes in the entities that together comprise the
Perm Motors Group, for US$ 122 million. Perm Motors is one of Russia’s
largest manufacturers of jet aircraft engines and industrial turbines.
The Group did not obtain control over operating activities of the
acquired companies and therefore they were not consolidated as of the
end of 2006.
In July 2006, MTS acquired a 75% controlling stake in Dagtelecom from
Glaxen Corp. for US$ 14.7 million. Dagtelecom is the GSM-900 mobile
services provider with 1.7 million subscribers in the Republic
of Dagestan, in the south of Russia, with a population of approximately
2.6 million people.
In July 2006, the Group disposed of Glorely, a subsidiary holding 35%
interest in Sistema-Invest, the owner of the Group’s
energy companies in the Republic of Bashkortostan, for a total cash
consideration of US$ 201.0 million.
In June 2006, SITRONICS acquired 51% voting stake in Intracom Telecom, a
provider of telecommunications solutions and services in the Eastern
Europe and Middle East, for a total cash consideration of US$ 150.6
million, including US$ 43.9 million payable upon the completion of due
diligence. Additionally, SITRONICS entered into a put agreement to
acquire the remaining 49% of Intracom Telecom. The exercise period of
the put option is 36 months following a 24 months period post the
acquisition date.
In March - October 2006, Sistema purchased in a series of transactions
2.9% of its total shares outstanding for a total cash consideration of
US$ 347.1 million. Sistema plans to establish a share option programme
for the top management of the Company. The acquired shares are intended
for the funding of this programme, and may also be used in connection
with certain future acquisitions.
In March 2006, Intourist purchased a 20% equity interest in Cosmos Hotel
for approximately US$ 20.8 million. It now has a controlling interest in
Cosmos Hotel of 64.1%.
In February, March and October 2006, Comstar UTS completed several
transactions on acquisition of MGTS’ common
stock under unconditional purchase offers. As a result of these
transactions, Comstar UTS purchased 11.3% of voting and 9.4% of total
shares of MGTS for a total cash consideration of $181.4 million,
increasing its ownership interest and voting interest in MGTS to 55.7%.
In February 2006, Sistema Mass Media and ECU GEST acquired 90% and 10%,
respectively, of JIR Broadcast and JIR Inc., the owners of 100% of
United Cable Networks, for a total cash consideration of US$ 145.9
million. UCN is a Pay-TV and broadband service provider with 724,000
subscribers in 17 metropolitan areas across the Russian Federation.
SIGNIFICANT EVENTS FOLLOWING THE END
OF THE REPORTING PERIOD
In March 2007, Sistema-Hals announced the results of an independent
valuation of its real estate property and projects. According to the
valuation carried out by Cushman and Wakefield Styles & Riabokobylko
(C&WS&R), the value of the Sistema-Hals stake in the property and
projects increased by 35% in the period from June 30, 2006 to January 1,
2007.
In March 2007, Comstar sold its 45% equity stake in ZAO Metrocom, an
alternative fixed-line telecommunications operator based in St.
Petersburg, to ñlosed joint-stock company
MST. The shares were sold for a total cash consideration of US$ 20
million. Comstar acquired the stake in September 2005 for US$ 12.2
million in cash. The sale was in line with Comstar’s
intention to have controlling stakes in all of its operations and
Comstar is evaluating other means of expanding its operations in the St.
Petersburg area.
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 gain from disposal of US$ 591.8 million. Sistema remains a shareholder
in ROSNO with a 2.8% stake in the subsidiary.
Conference call information
The conference call will be hosted at 9.00 am (ET) / 2.00 pm (UK time) /
3.00 pm (CET) / 5.00 pm (Moscow Time) on Wednesday, 16 May 2007.
The dial-in numbers for the conference call are:
UK +44 20 7138 0835
US +1 718 354 1172
International +44 20 7138 0835
A replay number will be available for 7 days after the conference call.
To access the replay, please dial:
UK +44 20 7806 1970
US +1 718 354 1112
International +44 20 7806 1970
The replay access number is 4913597# For further information, please visit www.sistema.com.
1 OIBDA is defined as operating income before
depreciation and amortization. See Attachment A for this statement for
the whole definition of OIBDA and a reconciliation of OIBDA to operating
income.
2 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 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.
3 Here and further, MTS and Comstar UTS OIBDA
are shown on consolidated basis and differ from respective standalone
OIBDA values owing to certain consolidation reclassifications and
adjustments.
4 Here and further, SITRONICS’
and Sistema Hals’ financial results are
shown on consolidated basis and differ from respective standalone values
owing to certain consolidation reclassifications and adjustments.
5 The results of Banking segment are shown
excluding the operating results and effects of acquisition of control
over the operations of East-West United Bank in December 2006.
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$ 10.9 billion for the full year of 2006, and total assets of US$
20.1 billion as at December 31, 2006. 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. 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 AND COMPREHENSIVE INCOME (UNAUDITED)
US$ million Jan-Dec2006
Jan-Dec2005
Oct-Dec2006
Oct-Dec2005
Sales
10,054,552
7,143,386
3,137,828
2,079,734
Revenues from financial services
808,230
450,163
263,785
95,582
TOTAL REVENUES
10,862,782
7,593,549
3,401,613
2,175,316
Cost of sales, exclusive of depreciation and amortization shown
separately below
(4,510,874)
(2,877,169)
(1,548,968)
(919,340)
Financial services related costs, exclusive of depreciation and
amortization shown separately below
(563,230)
(342,018)
(176,443)
(83,477)
TOTAL COST OF SALES
(5,074,104)
(3,219,187)
(1,725,411)
(1,002,817)
Selling, general and administrative expenses
(2,016,227)
(1,414,313)
(648,006)
(485,577)
Depreciation and amortization
(1,290,266)
(1,024,592)
(360,241)
(275,763)
Other operating expenses, net
(171,544)
(71,392)
(61,010)
(42,809)
Equity in net income of investees
92,196
54,446
13,270
65
Net gain on disposal of interests in subsidiaries and affiliates
330,412
15,326
20,011
11,989
OPERATING INCOME
2,733,249
1,933,837
640,226
380,404
Interest income
65,439
66,132
17,659
9,275
Change in fair value of derivative financial instruments
(60,000)
-
(60,000)
-
Interest expense, net of amounts capitalized
(355,326)
(225,684)
(98,217)
(35,792)
Currency exchange and translation loss
67,300
(13,913)
61,379
499
Impairment loss on investment in Bitel
(150,000)
-
(150,000)
-
Income before income tax and minority interests
2,300,662
1,760,372
411,047
354,386
Income tax expense
(803,429)
(512,993)
(208,523)
(108,901)
Equity in net income of energy companies in the Republic of
Bashkortostan
139,794
23,587
(11,514)
23,587
Income before minority interests
1,637,027
1,270,966
191,010
269,072
Minority interests
(733,736)
(740,514)
(97,806)
(172,841)
Income from continuing operations before extraordinary gain
903,291
530,452
93,204
96,231
Extraordinary gain
-
3,956
-
3,956
NET INCOME
903,291
534,408
93,204
100,187
Weighted average number of common shares outstanding
9,570,050
9,475,980
Earnings per share, basic and diluted
94.4
56.0
SISTEMA JSFC AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (UNAUDITED)
US$ ‘000 December 31,2006 December 31,2005
ASSETS
CURRENT ASSETS:
Cash and cash equivalents
$
543,381
$
482,647
Short-term investments
998,989
594,196
Loans to customers and banks, net
1,289,832
451,395
Insurance-related receivables
233,400
149,589
Accounts receivable, net
1,069,706
442,643
Prepaid expenses, other receivables andother current assets,
net
985,055
567,544
VAT receivable
450,703
495,191
Inventories and spare parts
661,568
482,909
Deferred tax assets, current portion
195,672
123,681
Total current assets
6,428,306
3,789,795
Property, plant and equipment, net
7,453,054
5,876,124
Advance payments for non-current assets
385,281
233,761
Investments in affiliates
1,108,647
914,203
Investments in shares of Svyazinvest
1,390,302
-
Other investments
122,500
150,000
Goodwill
514,460
330,932
Licenses, net
477,054
615,042
Other intangible assets, net
1,205,039
886,272
Loans to customers and banks, net of current portion
464,490
117,107
Debt issuance costs, net
80,220
82,662
Deferred tax assets, net of current portion
73,623
33,472
Other non-current assets
428,508
61,480
Total non-current assets
13,703,178
9,301,055
TOTAL ASSETS
$
20,131,484
$
13,090,850
SISTEMA JSFC AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (UNAUDITED)
US$ ‘000 December 31,2006 December 31,2005
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable
$
868,378
$
594,816
Bank deposits and notes issued, current portion
920,369
459,629
Insurance-related liabilities
721,192
412,328
Taxes payable
150,894
125,474
Deferred tax liabilities, current portion
52,714
28,149
Subscriber prepayments, current portion
508,558
472,673
Derivative financial instruments
184,316
-
Accrued expenses and other current liabilities
896,314
517,451
Short-term loans payable
1,297,168
637,769
Current portion of long-term debt
262,140
523,530
Total current liabilities
5,862,043
3,771,819
LONG-TERM LIABILITIES:
Long-term debt, net of current portion
5,314,304
3,209,311
Subscriber prepayments, net of current portion
136,861
163,897
Bank deposits and notes issued, net of current portion
65,200
37,200
Deferred tax liabilities, net of current portion
290,115
237,916
Postretirement benefits obligation
16,391
16,217
Deferred revenue
129,120
125,700
Total long-term liabilities
5,951,991
3,790,241
TOTAL LIABILITIES
11,814,034
7,562,060
Minority interests in equity of subsidiaries
3,626,453
2,295,147
Commitments and contingencies
-
-
Puttable shares of SITRONICS
80,000
-
SHAREHOLDERS’ EQUITY:
Share capital (9,365,757 and 9,650,000 shares issued and outstanding
as of December 31, 2006 and 2005, respectively, with par value of 90
Russian Rubles)
30,057
30,057
Treasury stock (284,243 shares with par value of 90 Russian Rubles
as of December 31, 2006)
(347,068)
-
Additional paid-in capital
2,196,475
1,479,743
Retained earnings
2,589,589
1,696,276
Accumulated other comprehensive income
141,944
27,567
TOTAL SHAREHOLDERS’ EQUITY
4,610,997
3,233,643
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
$
20,131,484
$
13,090,850
SISTEMA JSFC AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
2006
2005
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income
$
903,291
$
534,408
Adjustments to reconcile net income to net cash provided by
operations:
Extraordinary gain
-
(3,956)
Depreciation and amortization
1,290,266
1,024,592
(Gain)/Loss on disposals of property, plant and equipment
(16,917)
15,638
Impairment loss on investment in Bitel
150,000
-
Non-cash compensation to employees
90,778
-
Profit recognized by the percentage-of-completion method on real
estate developed for sale
(96,919)
(2,195)
Gain on disposal of interests in subsidiaries and affiliates
(330,412)
(15,326)
Minority interests
733,736
740,514
Equity in net income of investees
(231,990)
(78,033)
Deferred income tax benefit
(108,140)
(105,920)
Debt issuance cost amortization
27,035
16,341
Change in fair value of a derivative financial instrument
60,000
-
Amortization of connection fees
(106,430)
(75,955)
Provision for doubtful accounts receivable
122,827
59,564
Allowance for loan losses
35,363
62,054
Inventory obsolescence expense
1,013
10,875
Changes in operating assets and liabilities, net of effects from
purchase of businesses:
Trading securities
(147,034)
(306,567)
Loans to banks
(422,031)
86,254
Insurance-related receivables
(75,089)
(47,837)
Accounts receivable
(388,246)
(181,033)
Prepaid expenses, other receivables and other current assets
(277,111)
(338,073)
VAT receivable
45,720
(149,192)
Inventories and spare parts
59,757
(198,249)
Accounts payable
80,402
311,936
Insurance-related liabilities
261,553
127,255
Taxes payable
14,738
6,566
Subscriber prepayments
125,320
164,412
Accrued expenses and other liabilities
314,006
130,053
Postretirement benefits obligation
174
4,704
Net cash provided by operations
2,115,660
1,792,830
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment
(1,766,148)
(2,087,101)
Purchases of intangible assets
(599,390)
(372,552)
Purchases of businesses, net of cash acquired
(631,401)
(540,404)
Proceeds from disposals of subsidiaries, net of cash disposed
235,174
12,862
Purchases of long-term investments
(1,699,048)
(796,990)
Proceeds from sale of long-term investments
20,000
13,053
Purchases of other non-current assets
(138,827)
(8,134)
Purchases of short-term investments
(623,179)
(839,516)
Proceeds from sale of short-term investments
449,039
662,847
Proceeds from sale of property, plant and equipment
32,302
4,179
Cash deposited for acquisition of Intracom Telecom
(46,100)
-
Increase in restricted cash
(22,624)
(5,269)
Net increase in loans to customers
(581,631)
(319,174)
Net cash used in investing activities
(5,371,833)
(4,276,199)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from short-term borrowings, net
523,930
408,707
Net increase in deposits from customers
341,677
112,663
Net increase in bank promissory notes issued
(24,905)
50,511
Proceeds from grants
-
3,360
Proceeds from capital transactions of subsidiaries
1,450,256
-
Proceeds from long-term borrowings, net of debt issuance costs
2,287,294
1,340,784
Principal payments on long-term borrowings
(636,983)
(526,852)
Principal payments on capital lease obligations
(5,197)
(4,468)
Payments to shareholders of subsidiaries
(262,419)
(198,333)
Dividends paid
(9,678)
(8,752)
Purchase of treasury stock
(347,068)
-
Proceeds from issuance of common stock, net of issuance costs
-
1,284,649
Net cash provided by financing activities
$
3,316,907
$
2,462,269
INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS
$
60,734
$
(21,100)
CASH AND CASH EQUIVALENTS, beginning of the year
482,647
503,747
CASH AND CASH EQUIVALENTS, end of the year
$
543,381
$
482,647
SISTEMA JSFC AND SUBSIDIARIES SEGMENTAL BREAKDOWN FOR THE FULL YEAR 2006, 2005 (UNAUDITED)
For the Year ended December 31, 2006
Tele?commu?nications
Tech?nology
Insurance
Banking
Mass Media
Real Estate
Retail
Corporate and Other
Total
Net sales to external customers (a)
7,469,439
1,268,368
604,220
204,010
78,872
273,096
335,144
629,635
10,862,784
Intersegment sales
6,150
342,366
34,412
24,181
27,834
9,770
165
17,933
462,811
Income from equity affiliates
91,717
245
391
-
5,529
-
-
138,945
236,827
Interest income
56,483
11,223
-
-
289
4,454
863
30,780
104,092
Interest expense
(200,424)
(32,235)
-
-
(727)
(7,560)
(7,927)
(127,670)
(376,543)
Net interest revenue (b)
-
-
34,578
26,792
-
-
-
-
61,370
Depreciation and amortization
(1,198,980)
(42,706)
(4,393)
(3,236)
(11,155)
(7,153)
(5,706)
(16,937)
(1,290,266)
Operating income
2,377,358
129,809
42,015
33,971
15,447
85,974
15,152
310,648
3,010,374
Income tax expense
(645,042)
(40,847)
(14,202)
(8,276)
(2,575)
(16,564)
(2,413)
(73,510)
(803,429)
Income before minority interests and extraordinary gain
1,448,668
68,854
25,779
25,837
14,672
64,068
6,432
337,692
1,992,002
Investments in affiliates
266,488
-
-
-
6,675
-
-
842,408
1,115,571
Segment assets
12,656,286
1,638,708
946,831
2,513,548
355,477
943,348
238,138
3,514,069
22,806,405
Indebtedness (c)
(3,908,943)
(505,333)
(1,317)
(399,069)
(17,693)
(359,727)
(90,890)
(1,590,640)
(6,873,612)
Capital expenditures
2,001,973
103,869
14,440
11,414
83,714
134,738
32,341
3,874
2,386,363
(a) - Interest income and expenses of the Insurance and Banking
segments 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, including
vendor financing, and capital lease obligations
For the Year ended December 31, 2005
Tele?commu?nications
Tech?nology
Insurance
Banking
Mass Media
Real Estate
Retail
Corporate and Other
Total
Net sales to external customers (a)
5,892,232
665,680
371,936
78,228
26,137
73,552
207,972
277,812
7,593,549
Intersegment sales
651
295,453
36,924
28,557
26,291
4,896
36
5,782
398,590
Income from equity affiliates
66,382
16
239
1,231
-
-
-
10,165
78,033
Interest income
32,386
715
-
-
260
660
148
43,874
78,043
Interest expense
(148,681)
(10,155)
-
-
(1,393)
(5,702)
(2,266)
(81,126)
(249,323)
Net interest revenue (b)
-
-
-
13,046
-
-
-
-
13,046
Depreciation and amortization
(989,210)
(12,044)
(4,373)
(1,555)
(4,540)
(2,104)
(1,618)
(9,148)
(1,024,592)
Operating income/(loss)
1,933,269
143,517
28,417
12,722
7,070
10,399
10,445
(63,012)
2,082,827
Income tax expense
(444,975)
(31,705)
(11,175)
(3,967)
(1,174)
(4,248)
(2,712)
(13,037)
(512,993)
Income/(loss) before minority interests and extraordinary gain
1,352,892
101,892
19,679
8,755
3,814
2,315
5,649
(111,582)
1,383,414
Investments in affiliates
214,259
-
-
17,749
469
2,397
-
679,329
914,203
Segment assets
9,268,693
553,165
564,775
1,134,962
81,905
331,793
146,284
2,052,771
14,134,348
Indebtedness (c)
(3,076,414)
(96,537)
(955)
(150,000)
(13,807)
(38,977)
(45,488)
(948,432)
(4,370,610)
Capital expenditures
2,339,371
30,512
8,417
5,170
28,423
18,571
8,971
44,882
2,484,317
(a) - Interest income and expenses of the Insurance and Banking
segments 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, including
vendor financing, and capital lease obligations
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:
Oct-Dec2006
Oct-Dec2005
Jan-Dec2006
Jan-Dec2005
Operating Income
640,225
403,991
2,733,248
1,959,424
Depreciation and Amortization
360,241
275,641
1,290,266
1,024,592
OIBDA 1,000,466
679,754
4,023,514
2,982,016

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