investor presentation based on 1q2006 financial results

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Investor presentation based on 1Q2006 financial results

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Page 1: Investor presentation based on 1Q2006 financial results

Investor presentation based on 1Q2006 financial results

Page 2: Investor presentation based on 1Q2006 financial results

2

DisclaimerThis presentation is strictly confidential to the recipient, may not be distributed to the press or any other person, and may not be reproduced in any form. Failure to comply with this restriction may constitute a violation of applicable securities laws.

This presentation does not constitute or form part of and should not be construed as, an offer to sell or issue or the solicitation of an offer to buy or acquire securities of JSC Comstar United TeleSystems (“Comstar UTS”) or any of its subsidiaries in any jurisdiction or an inducement to enter into investment activity. No part of this presentation, nor the fact of its distribution, should form the basis of, or be relied on in connection with, any contract or commitment or investment decision whatsoever.

The presentation is not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States absent registration or an exemption from registration. Comstar UTS has not registered and does not intend to register any portion of the Offering in the United States of America or to conduct a public offering of any securities in the United States of America.

Matters discussed in this presentation may constitute forward-looking statements. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events revenues or performance, and underlying assumptions and other statements, which are other than statements of historical facts. The words “believe,” “expect,” “anticipate,” “intends,” “estimate,” “forecast,” “predict”, “could”, plan”, “project,” “will,” “may,” “should” and similar expressions identify forward-looking statements. Forward-looking statements include statements regarding: strategies, outlook and growth prospects; future plans and potential for future growth; liquidity, capital resources and capital expenditures, financing needs, plans or intentions relating to acquisitions, our competitive strengths and weaknesses, growth in demand for our products; economic outlook and industry trends; developments of our markets; legal trends and the impact of regulatory initiatives; and the strength of our competitors.

The forward-looking statements in this presentation are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, management's examination of historical operating trends, data contained in our records and other data available from third parties. Although we believe that these assumptions were reasonable when made, these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond our control and we may not achieve or accomplish these expectations, beliefs or projections. In addition, important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements include the achievement of the anticipated levels of revenues, profitability and growth, cost and synergy of our recent acquisitions and restructuring, the timely development and acceptance of new products, the impact of competition and competitive pricing, the ability to obtain necessary regulatory approvals and the ability to fund our future operations and capital needs through borrowing or otherwise, the ability to successfully implement any of our business strategies, the ability to integrate our business and to realise anticipated cost savings and operational benefits from such integration, our expectations about growth in demand for our products and services, the effects of inflation, interest rate and exchange rate fluctuations, and our success in identifying other risk to our business and managing the risk of the aforementioned factors, the condition of the economy and political stability in Russia and the other markets of operations and the impact of general business and global economic conditions.

Neither we, nor any of our respective agents, employees or advisors intend or have any duty or obligation to supplement, amend, update or revise any of the forward-looking statements contained in this presentation. The information and opinions contained in this presentation are provided as at the date of this presentation and are subject to change without notice. All information not separately sourced is from Comstar UTS data.

Page 3: Investor presentation based on 1Q2006 financial results

3

Our Profile • Leading provider of integrated communications services in Moscow and Moscow region

• A growth company delivering wide range of consumer services in the traditional and alternative fixed line segments

• Controls access to last mile in Moscow and Moscow region through incumbent operator MGTS (68% of telephone lines in Moscow*)

• Listed on LSE since February 2006

• Committed to best practice corporate governance and disclosure:

o Three Board committees - Strategy, Appointments & Remuneration, and Corporate governance

o Quarterly reporting

o Launch of Enterprise Resource Planning (ERP) system

o Establishment of Corporate Center in order to increase operating efficiency and streamline inter-segment sales

*Source: Direct INFO

Page 4: Investor presentation based on 1Q2006 financial results

4

2006 highlights

• Launch of Stream and StreamTV in Tyumen region in second half 2006 as test model for bringing “Moscow Model” to the regions

Regional Triple-Play LaunchRegional Triple-Play Launch

• Roll-out of Wi-Fi services in cooperation with MTS

• MTS users can pay for Wi-Fi with mobile phones over SMS service

MTS/ Comstar UTS Wi-Fi PartnershipMTS/ Comstar UTS Wi-Fi Partnership

Comstar UTS new brand strategyComstar UTS new brand strategy• In May 2006, Comstar-UTS and

MTS launched a re-branding campaign in order to create a unified brand as a basis for further convergence of telecommunication services.

• Brand will address market and technology challenges such as fixed to mobile convergence

• Brand will allow further exploring synergies among all telecom companies part of Sistema Telecom

• Establishment a group level corporate center to streamline operations by exploiting synergies, benefiting from economies of scale, and integrating strategic, technological and marketing activities

• Appointment of the new CEO and CFO

Corporate CentreCorporate Centre

Page 5: Investor presentation based on 1Q2006 financial results

5

Ownership Structure

1 Based on voting percentage (economic ownership in brackets). MGTS has preferred shares which are non-voting as long as dividends are paid. Ultimate stake is subject to outcome of mandatory offer to remaining minority shareholders

2 Sistema owns a 48% stake in MTU-Intel through its ownership in Sistema Mass-Media. The other 52% is owned by subsidiaries of Comstar UTS

3 Owned directly and through affiliates 4 Including preferred shares

Update on MGTS Shares PurchaseUpdate on MGTS Shares PurchaseNovember 2005 - Sistema transferred 55.62% of MGTS common share capital to Comstar UTS in exchange for 152,241,100 Comstar UTS’ shares

Consolidation in November

2005

Mandatory Offer 1

Acquisitions in March

2006

Mandatory Offer 2

Transferred/ AcquiredMGTS Shares 44,401,050 3,363,332 3,046,540 972,050

Percent of Common Shares 55.62% 4.21% 3.82% 1.22%

Pro Forma Ownership of MGTS Common Shares 55.62% 59.83% 63.65% 64.87%

Total Purchase Price (US$ m) - 58.1 71.4 17.6

50%3

15%

65%1

(54%)

52%

48%2

100%

Others/Public1 28%1 (23%)7% (23%)4

Public Investors

35%

Branches:Volga region South region

Moscow region

UnitelContrast TelecomKonversya SvyazOvertaTyumenneftegazsvyazPort TelecomCity TelecomTVT UkraineAstelit

Page 6: Investor presentation based on 1Q2006 financial results

6

Our History

1989 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 20061882

Founded as Joint-Venture with Marconi

Foundedas Joint-Venture with AT&T

Brand of the yearEFFIE

Residential ADSLlaunched

Wi-Fi services launched

Corporate broadbandlaunched

Created

Launch Payphones

ISDN services launched

Dial-Up ADSL launched

Quality Award (Ministry of Communications)

Free Phone-800

Internet services

Construction of SDH network is completed

Internet services

Dial-Up

Brand of the yearEFFIE (Logic Line)

Dial-Up

Prepaid cards (Magic Phone, Discount, Travel)

IN Services (Televoting, Call Centre)

ADSL launched

NGN services launched

Founded Privatisation Acquired by Sistema

Network reconstruction and digitalisation launched

Eurobonds placement

acquired

Tyumenneftegazsvyazacquired

StreamTV launched

Founded

FoundedLaunch of operations

IPO on LSE

acquired

Astelit

Re-

bran

ding

cam

paig

n

Long history: main subsidiary established in 1882Long history: main subsidiary established in 1882

Page 7: Investor presentation based on 1Q2006 financial results

7

Map of Our Operations

Well positioned on the Moscow market. Penetrating the regions, offering new services.Well positioned on the Moscow market. Penetrating the regions, offering new services.

Saratov

Sergiev Posad

Odessa

Tymen

Lipetsk

Toliatty

Stavropol

Obninsk Ivanovo

- subsidiaries of Comstar - United Telesystems

Page 8: Investor presentation based on 1Q2006 financial results

8

Unified Strategy

• Vertical and horizontal integration of Comstar UTS

• Regional presence

• Focus on profitable growth

• Use of synergy potential for the combined business

• Leverage cross-selling of universal products within the group

• Coordinating work of technology dept and sales

• Increasing market share

Page 9: Investor presentation based on 1Q2006 financial results

9

A Uniquely Balanced Fixed-Line Business with Fast Growing Triple Play Potential

1 Including intercompany revenues of $105m. Percentage represents portion of respective segment revenues over total revenues before elimination of intercompany

2 Includes other revenues and recent acquisition for a total of $45m

• Unified branding with MTS • NGN development • Further M&A and organic growth• Cross selling and bundling with MGTS

• Digitalization of the network• 85% of copper lines – ADSL compatible• Controls access to last mile• Increase local tariffs to economic levels • Up-sell VAS (e.g. voicemail, caller ID)

• Promote Triple-Play offer– Pay-TV (including PPV and VoD)– Broadband Internet (ADSL)

• Leverage regional expansion (ADSL/Stream TV pilot in Tyumen)

Key Value Drivers

Corporates/ Operators

Segments Main Brand

High-Value

Residential

Traditional Fixed-Line

Alte

rnat

ive

Fixe

d-Li

ne

• Residential broadband/dial-up

• Residential Pay-TV• VoIP

Services Provided

• Corporate voice/data• Corporate broadband• Interconnection• Numbering capacity

• Regulated voice• VAS• Wholesale access• Interconnection

2005 Revenue1($m)

3042

640

69

30%

7%

7%

63%

Page 10: Investor presentation based on 1Q2006 financial results

10

Source: Pyramid Research, 3Q05 data

Source: Pyramid Research, 3Q05 data Source: Pyramid Research, 3Q05 data

Source: Pyramid Research, 3Q05 data

71.2%

49.5%39.7%

29.2%13.0% 6.0%

16.9%

WEAverage

Moscow CzechRepublic

Hungary Poland Russia Ukraine

Growth potentialPC PenetrationPC Penetration

Internet PenetrationInternet Penetration Broadband PenetrationBroadband Penetration

Note: Penetration in all charts calculated as % of households

FixedFixed Voice PenetrationVoice Penetration96.3%

87.7%78.8% 76.1%

54.6% 54.6%56.0%

Moscow WEAverage

Hungary Poland Russia CzechRepublic

Ukraine

55.0% 52.0%

39.6% 39.0%27.0%

5.0%8.0%

CzechRepublic

WEAverage

Moscow Poland Hungary Russia Ukraine

29.3%

18.2%10.3% 9.4% 7.5%

0.5%2.2%

WEAverage

Moscow Hungary Poland CzechRepublic

Russia Ukraine

Well positioned in Favourable Market ConditionsWell positioned in Favourable Market Conditions

Page 11: Investor presentation based on 1Q2006 financial results

11

52.0%

39.6%

19.5%

9.7%

77.0%

71.0%

56.2%

34.6%

Moscow PCPenetration

MoscowInternet

Penetration

MoscowBroadbandPenetration

Moscow Pay-TV

Penetration

2005E 2010E

• Capitalise on GDP growth and improving disposable income

• Continue to utilise strong brands and marketing expertise

• Employ strategy to address competition from Home Networks

• Provide high quality, innovative products and integrated customer service

• Utilise new corporate structure to promote cross-selling and bundling

13.7%CAGR

25.1%CAGR

30.4%CAGR

9.4%CAGR

CAGR1

Source: Pyramid Research (Nov 2005) for penetration. Penetration based on number of households1 CAGR 2005E-10E based on number of households using the product/service

Increasing Triple-Play PenetrationIncreasing Triple-Play Penetration

Triple Play Penetration Potential

2005E 2010E CAGR1

Households (000) 3,728 3,951 1.2%

Page 12: Investor presentation based on 1Q2006 financial results

12

Broadband Penetration Potential

Well positioned to capitalize on Moscow broadband market growth opportunityWell positioned to capitalize on Moscow broadband market growth opportunity

Home Computers Home Computers Penetration Level (2005)Penetration Level (2005)

not connected

to the Internet 23.8%

Dial-up 50.9%

100% = 3,728 households

52.0%1,939

householdswith

a computer

Internet Penetration (2005)Internet Penetration (2005)

connected to the

Internet 76.2% Broadband

49.1%

48.0%

1,478 households connected to internet

Source: Pyramid Research (Nov 2005) for penetration. Penetration based on number of households

Page 13: Investor presentation based on 1Q2006 financial results

13

Moscow Fixed Line Market Development

Source: Direct INFO

24%22%

21%

28%

25%

29%

26%

35%

28%

20%

13%

7%

0%

5%

10%

15%

20%

25%

30%

35%

40%

2003 2004 2005

y-o-

y gr

owth

Total fixed- line market Corporate segment Residents Operators

Residential and Corporate segments demonstrate the fastest growth ratesResidential and Corporate segments demonstrate the fastest growth rates

Page 14: Investor presentation based on 1Q2006 financial results

14

Golden Telecom

23%

Others28%

30%

28.6%

Others¹31.2%

Equant, Central Telegraph, Corbina

6.4%

Total Market: $3,566m2

10.4%

18.2%

Golden Telecom

14.3%

68%

Alternative Operators

32%

CentralTelegraph

11%

Equant 8%

Total: 6.2m Lines

1 Includes more than 400 companies2 Calculated based on RAS financials before intercompany eliminations3 Includes 35k corporate subscribers

Total: 610k Subs

41.0%

AKADO4.1%

HomeNetworks/Others

50.1%

Source: Direct INFO

Source: Direct INFO

Source: Direct Info

Rostelecom19.5%

Centel4.8%

Moscow Telecom Market ShareMoscow Telecom Market Share(Sales, 2005)(Sales, 2005)

Moscow Share of LinesMoscow Share of Lines(2005)(2005)

Moscow Broadband Segment ResidentialMoscow Broadband Segment Residential(Subscribers, 2005)(Subscribers, 2005)33

Moscow Fixed Line Market- Key Operators

Leading Position onLeading Position on Moscow FMoscow Fixedixed L Lineine Market Market

Page 15: Investor presentation based on 1Q2006 financial results

15

44%

Growth Profile

Alternatives Fixed-LineTraditional Fixed-Line

22%

31%

RevenueRevenue OIBDAOIBDA

167

85

$250m

267

$359m

2004 2005

95

413

539

282

338

(58) (60)

$695m

$908m

2004 2005

Traditional Fixed-Line AlternativeAcquisitions

126151

Q1 05 Q1 06 Q1 05 Q1 06

85 102

Total OIBDA

21%

31

78$205m 99

$250m

26%

Sustainable organic revenue growth. OIBDA margin remaining stable y-o-ySustainable organic revenue growth. OIBDA margin remaining stable y-o-y

1 OIBDA is a non-GAAP financial measure and is defined as operating income before depreciation and amortization.

1

Page 16: Investor presentation based on 1Q2006 financial results

16

Impact from US$ exchange rate

25

26

26

27

27

28

28

29

29

30

30

01.0

1.20

04

30.0

1.20

04

26.0

2.20

04

24.0

3.20

04

17.0

4.20

04

18.0

5.20

04

11.0

6.20

04

08.0

7.20

04

03.0

8.20

04

27.0

8.20

04

22.0

9.20

04

16.1

0.20

04

12.1

1.20

04

08.1

2.20

04

12.0

1.20

05

05.0

2.20

05

04.0

3.20

05

31.0

3.20

05

26.0

4.20

05

25.0

5.20

05

21.0

6.20

05

15.0

7.20

05

10.0

8.20

05

03.0

9.20

05

29.0

9.20

05

25.1

0.20

05

19.1

1.20

05

15.1

2.20

05

18.0

1.20

06

11.0

2.20

06

11.0

3.20

06

06.0

4.20

06

03.0

5.20

06

30.0

5.20

06

24.0

6.20

06

FY2004 1Q2005 1Q2006 2Q20062Q2005

FY2005

Tariffs in our traditional segment are denominated in RuR, while we reporting currency is US$Tariffs in our traditional segment are denominated in RuR, while we reporting currency is US$

Page 17: Investor presentation based on 1Q2006 financial results

17

Regulatory changes

Effective fromEffective from ChangeChange Applicable toApplicable to

January 1, 2006 Rules for Traffic Routing in the Public Telephone Network

Long-distance voice services

October 19, 2005 Tariffs for Interconnect and Traffic Exchange

Operators with Substantial Positions in the Public Network (MGTS, Comstar-UTS)

July 1, 2006 ‘Calling party pays’ (“CPP”) principle

Local calls from fixed to mobile networks

Page 18: Investor presentation based on 1Q2006 financial results

18

2004 2005 Q1 2005 Q1 2006(US$m)

Revenues 695.1 907.6 204.6 249.8

% Growth 18.0% 30.6% NA 22%

OIBDA 249.9 358.8 84.8 102.3

% Margin 35.9% 39.5% 41.5% 40.9%

Operating Income 173.7 268.4 62.8 75.4

% Margin 25.0% 29.6% 30.7% 30.2%

Income before taxes 75.8 105.9 62.9 82.4

% Margin 10.9% 11.7% 30.7% 32.9%

Net Income 76.1 105.9 28.2 39.1

% Margin 11.0% 11.7% 13.8% 15.7%

Capex 150.5 255.1 NA NA

OIBDA-Capex 99.4 103.7 NA NA

% Margin 14.3% 11.4% NA NA

Summary Financial Results

Page 19: Investor presentation based on 1Q2006 financial results

19

Subscribers (k)

2003 2004 2005 CAGR04-05 Q1 2006

Broadband 4.4 102.5 249.5 143.4% 283.3

Dial-up 493.2 343.7 182.4 (46.9)% 164.9

Pay TV – – 6.7 – 14.3

Voice 4.3 4.9 5.8 18.8% 6.0

Total Residential Subscribers 501.8 451.1 444.3 (1.5)% 468.6

ARPU ($/Month)

2003 2004 2005 CAGR04-05

Broadband 52.8 22.8 18.6 (18.4)%

Dial-up 3.6 5.3 6.3 19.8%

Voice 16.8 8.6 21.5 149.5%

Pay TV NA NA 27.9 NA

Alternative Segment : Residential Customers

Page 20: Investor presentation based on 1Q2006 financial results

20

Subscribers (k)

2003 2004 2005 CAGR04-05 Q1 2006

Corporate 23.6 27.3 31.2 14.4% 31.7

Operators 0.3 0.3 0.4 26.6% 0.4

ARPL¹ ($/Month)

2003 2004 2005 CAGR04-05

Corporate (Voice) 73.4 52.5 44.7 (14.9)%

Operators (Voice) 20.2 17.3 18.1 4.5%

Corporate(Data)

201.8 198.1 232.5 17.4%

1 Average revenue per line for residential and corporate; average revenue per access node for operators.

Alternative Segment: Business Customers & Operators

Page 21: Investor presentation based on 1Q2006 financial results

21

““Triple play" = Voice + Broadband Internet + Digital TVTriple play" = Voice + Broadband Internet + Digital TV

• Broadband InternetBroadband InternetMonthly tariffs range from US $20 for 160 kBit/sec to US $45 for 7500 kBit/sec

• Pay-TVPay-TVMonthly tariffs range from US $18 for 80 channels to US $49 for 87 channels. In

addition, US $0.1 per 1 mBite of ADSL Internet

TV offering includes

• Triple play offerTriple play offer Monthly tariffs range from US $21 for 256 kBit/sec+ 49 channels to US $55 for 7500

kBit/sec+ 80 channels

Triple Play Offering

Page 22: Investor presentation based on 1Q2006 financial results

22

283,3

144.5

174.1

198.7

249.5

Q1 05 Q2 05 Q3 05 Q4 05 Q1 06Net SubscriberAdditions 37.8 29.6 24.5 50.9 33.8

2,63,5

4,4

6,7

9,3

11,8

14,3

Sep-05 Oct-05 Nov-05 Dec-05 Jan-06 Feb-06 Mar-06

Broadband Quarterly Subscriber Broadband Quarterly Subscriber Evolution (k)Evolution (k)

StreamTV Monthly Subscriber StreamTV Monthly Subscriber Evolution (k)Evolution (k)

x 5.5

Subscriber Evolution

On average 2,500 new subscribers a month

Page 23: Investor presentation based on 1Q2006 financial results

23

Subscribers (k)Subscribers (k)

2003 2004 2005 CAGR04-05 Q1 2006

Residential 3,409.8 3,472.7 3,536.5 1.8% 3,523.7

Corporate 77.5 76.4 76.0 (0.5)% 76.1

Operators 0.2 0.2 0.2 (4.1)% 0.2

Total 3,487.5 3,549.3 3,612.7 1.8% 3,620.0

ARPUARPU11 ($/Month) ($/Month)

2003 2004 2005 CAGR04-05

Corporate (Voice) 2.8 3.6 5.2 43.4%

Operators (Voice) 12.8 13.5 13.6 1.2%

Corporate¹(Data)

22.7 34.2 49.4 44.3%

1 Average Revenue Per Line for Residential and Corporate; Average Revenue per Access Node for Operators.

Traditional Segment KPIs

Page 24: Investor presentation based on 1Q2006 financial results

24

MGTS Tariffs

Page 25: Investor presentation based on 1Q2006 financial results

25

Segmental Operating Expenses

-28 -45 -66 -102

41 72 91149

2034

44

60

15

2622

30

14

2430

42

21

3034

27

$142,1$153,7

$206,0

$83,6

2002 2003 2004 2005

Other expenses, net SGAD&AEmployee costs Interconnection costs Eliminations

81 115 155 1773946

5460

4452

7293

3950

6064

17

23

2739

$218,7

$367,7$433,3

$284,5

2002 2003 2004 2005

Other expenses, net Netw ork maintenance SG&AD&AEmployee costs

Alternative Segment ($m)Alternative Segment ($m)

Traditional Segment ($m)Traditional Segment ($m)

Segmental EmployeesSegmental Employees2003 2004 2005 Q1 2006

Traditional segment #Employees

20,304 19,587 18,022 16,732

Alternative segment #Employees

1,435 1,523 2,079 3,256(1)

Traditional segment average salary

$471 $658 $820 N/A

Alternative segment average salary

$1,981 $2,387 $2,398 N/A

Traditional segment Revenues per Employee

$18,995 $24,549 $35,493 N/A

Alternative segment Revenues per Employee

$173,537 $185,416 $179,311 N/A

1 Including 1,075 employees of operators, acquired at the end of 2005/1Q2006

Page 26: Investor presentation based on 1Q2006 financial results

26Note: 2006/7 Capital expenditures per Company’s IPO prospectus

Capital Expenditures ($m) CommentsComments

Capex to Sales Ratio (%)

• Capex to Sales ratio is expected to decline in the medium to long term

• MGTS network is expected to be fully digitalised by 2012 (according to the business plan, current level up to 40%)

• All network development reconstruction is planned to be based on NGN technology, thus leapfrogging one generation in technology

CustomerInstallationsNetworkMaintenance & DevelopmentNew Technology/ProjectsIT & Other

27.9% 23.9%33.0%

28.4%

2002A 2003A 2004A 2005A

Capital Expenditure Development

38.3

48.0

58.843.644.347.216.1

58.439.1

54.3

122.8129.5

17.018.1

10.24.8140.8

122.4

374

258.1229.1

2002A 2003A 2004A 2005A 2006E

Page 27: Investor presentation based on 1Q2006 financial results

27

Contacts

Masha Eliseeva

Head of Investor Relations

Phone:+7 495 956 21 70

Cell: +7 495 997 08 52

E-mail: [email protected]

Web-site: www.comstar-uts.com