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Investor presentation based on 1Q2006 financial results
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2 Disclaimer This 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.
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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: oThree Board committees - Strategy, Appointments & Remuneration, and Corporate governance oQuarterly reporting oLaunch of Enterprise Resource Planning (ERP) system oEstablishment of Corporate Center in order to increase operating efficiency and streamline inter-segment sales *Source: Direct INFO
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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 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 Partnership Comstar 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 Centre
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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 Purchase November 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/ Acquired MGTS Shares 44,401,0503,363,3323,046,540972,050 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) - 58.171.417.6 50% 3 15% 65% 1 (54%) 52% 48% 2 100% Others/ Public 1 28% 1 (23%) 7% (23%) 4 Public Investors 35% Branches: Volga region South region Moscow region Unitel Contrast Telecom Konversya Svyaz Overta Tyumenneftegazsvyaz Port Telecom City Telecom TVT Ukraine Astelit
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6 Our History 1989199319941995199619971998199920002001200220032004 20052006 1882 Founded as Joint-Venture with Marconi Founded as Joint- Venture with AT&T Brand of the year EFFIE Residential ADSL launched Wi-Fi services launched Corporate broadband launched 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 year EFFIE (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 Tyumenneftegazsvyaz acquired StreamTV launched Founded Launch of operations IPO on LSE acquired Astelit Re-branding campaign Long history: main subsidiary established in 1882
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7 Map of Our Operations 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
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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
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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 $45m Unified branding with MTS NGN development Further M&A and organic growth Cross selling and bundling with MGTS Digitalization of the network 85% of copper lines – ADSL compatible Controls access to last mile Increase local tariffs to economic levels Up-sell VAS (e.g. voicemail, caller ID) Promote Triple-Play offer –Pay-TV (including PPV and VoD) –Broadband Internet (ADSL) Leverage regional expansion (ADSL/Stream TV pilot in Tyumen) Key Value Drivers Corporates/ Operators SegmentsMain Brand High- Value Residential Traditional Fixed-Line Alternative Fixed-Line Residential broadband/ dial-up Residential Pay-TV VoIP Services Provided Corporate voice/data Corporate broadband Interconnection Numbering capacity Regulated voice VAS Wholesale access Interconnection 2005 Revenue 1 ($m) 304 2 640 69 30% 7% 63%
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10 Source: Pyramid Research, 3Q05 data Growth potential PC Penetration Internet Penetration Broadband Penetration Note: Penetration in all charts calculated as % of households Fixed Voice Penetration Well positioned in Favourable Market Conditions
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11 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 CAGR 1 Source: Pyramid Research (Nov 2005) for penetration. Penetration based on number of households 1 CAGR 2005E-10E based on number of households using the product/service Increasing Triple-Play Penetration Triple Play Penetration Potential 2005E2010ECAGR 1 Households (000) 3,7283,9511.2%
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12 Broadband Penetration Potential Well positioned to capitalize on Moscow broadband market growth opportunity Home Computers Penetration Level (2005) not connected to the Internet 23.8% Dial-up 50.9% 100% = 3,728 households 52.0% 1,939 households with a computer 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
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13 Moscow Fixed Line Market Development Source: Direct INFO Residential and Corporate segments demonstrate the fastest growth rates
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14 Golden Telecom 23% Others 28% 30 % 28.6% Others¹ 31.2% Equant, Central Telegraph, Corbina 6.4% Total Market: $3,566m 2 10.4% 18.2% Golden Telecom 14.3% 68% Alternative Operators 32% Central Telegraph 11% Equant 8% Total: 6.2m Lines 1 Includes more than 400 companies 2 Calculated based on RAS financials before intercompany eliminations 3 Includes 35k corporate subscribers Total: 610k Subs 41.0% AKADO 4.1% Home Networks/Others 50.1% Source: Direct INFO Source: Direct Info Rostelecom 19.5% Centel 4.8% Moscow Telecom Market Share (Sales, 2005) Moscow Share of Lines (2005) Moscow Broadband Segment Residential (Subscribers, 2005) 3 Moscow Fixed Line Market- Key Operators Leading Position onMoscow Fixed Line Market Leading Position on Moscow Fixed Line Market
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15 44% Growth Profile Alternatives Fixed-Line Traditional Fixed-Line 22% 31% RevenueOIBDA 167 85 $250m 267 $359m 2004 2005 95 413 539 282 338 (58) (60) $695m $908m 20042005 Traditional Fixed-Line Alternative Acquisitions 126 151 Q1 05Q1 06 Q1 05Q1 06 85 102 Total OIBDA 21% 31 78 $205m 99 $250m 26% Sustainable organic revenue growth. OIBDA margin remaining stable y-o-y 1 OIBDA is a non-GAAP financial measure and is defined as operating income before depreciation and amortization. 1
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16 Impact from US$ exchange rate FY2004 1Q2005 1Q2006 2Q2006 2Q2005 FY2005 Tariffs in our traditional segment are denominated in RuR, while we reporting currency is US$
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17 Regulatory changes Effective from Change Applicable to January 1, 2006Rules for Traffic Routing in the Public Telephone Network Long-distance voice services October 19, 2005Tariffs 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
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18 2004 2005Q1 2005Q1 2006 (US$m) Revenues695.1907.6204.6249.8 % Growth18.0%30.6%NA22% OIBDA249.9358.884.8102.3 % Margin35.9%39.5%41.5%40.9% Operating Income173.7268.462.875.4 % Margin25.0%29.6%30.7%30.2% Income before taxes75.8105.962.982.4 % Margin10.9%11.7%30.7%32.9% Net Income76.1105.928.239.1 % Margin11.0%11.7%13.8%15.7% Capex150.5255.1NA OIBDA-Capex99.4103.7NA % Margin14.3%11.4%NA Summary Financial Results
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19 Subscribers (k) 200320042005 CAGR 04-05 Q1 2006 Broadband 4.4102.5249.5143.4%283.3 Dial-up 493.2343.7182.4(46.9)%164.9 Pay TV ––6.7–14.3 Voice 4.34.95.818.8%6.0 Total Residential Subscribers 501.8451.1444.3(1.5)%468.6 ARPU ($/Month) 200320042005 CAGR 04-05 Broadband 52.822.818.6(18.4)% Dial-up 3.65.3 6.319.8% Voice16.88.621.5149.5% Pay TVNA 27.9NA Alternative Segment : Residential Customers
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20 Subscribers (k) 200320042005 CAGR 04-05 Q1 2006 Corporate23.627.331.214.4%31.7 Operators0.3 0.426.6%0.4 ARPL¹ ($/Month) 200320042005 CAGR 04-05 Corporate (Voice) 73.452.544.7(14.9)% Operators (Voice) 20.217.318.14.5% Corporate (Data) 201.8198.1232.517.4% 1 Average revenue per line for residential and corporate; average revenue per access node for operators. Alternative Segment: Business Customers & Operators
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21 “Triple play" = Voice + Broadband Internet + Digital TV Broadband InternetBroadband Internet Monthly tariffs range from US $20 for 160 kBit/sec to US $45 for 7500 kBit/sec Pay-TVPay-TV Monthly 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 $55 for 7500 kBit/sec+ 80 channels Triple Play Offering
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22 Net Subscriber Additions 37.8 29.6 24.5 50.9 33.8 Broadband Quarterly Subscriber Evolution (k) StreamTV Monthly Subscriber Evolution (k) x 5.5 Subscriber Evolution On average 2,500 new subscribers a month
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23 Subscribers (k) 200320042005 CAGR 04-05 Q1 2006 Residential3,409.83,472.73,536.51.8%3,523.7 Corporate77.576.476.0(0.5)%76.1 Operators0.2 (4.1)%0.2 Total3,487.53,549.33,612.71.8%3,620.0 ARPU 1 ($/Month) 200320042005 CAGR 04-05 Corporate (Voice) 2.83.65.243.4% Operators (Voice) 12.813.513.61.2% Corporate¹ (Data) 22.734.249.444.3% 1 Average Revenue Per Line for Residential and Corporate; Average Revenue per Access Node for Operators. Traditional Segment KPIs
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24 MGTS Tariffs
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25 Segmental Operating Expenses Alternative Segment ($m) Traditional Segment ($m) Segmental Employees 200320042005Q1 2006 Traditional segment #Employees 20,30419,58718,02216,732 Alternative segment #Employees 1,4351,5232,0793,256 (1) Traditional segment average salary $471$658$820N/A Alternative segment average salary $1,981 $2,387$2,398N/A Traditional segment Revenues per Employee $18,995$24,549$35,493N/A Alternative segment Revenues per Employee $173,537$185,416 $179,311 N/A 1 Including 1,075 employees of operators, acquired at the end of 2005/1Q2006
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26 Note: 2006/7 Capital expenditures per Company’s IPO prospectus Capital Expenditures ($m)Comments 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 Customer Installations Network Maintenance & Development New Technology/ Projects IT & Other Capital Expenditure Development 38.3 48.0 58.8 43.644.3 47.2 16.1 58.4 39.1 54.3 122.8 129.5 17.0 18.1 10.2 4.8 140.8 122.4 374 258.1 229.1 2002A2003A2004A2005A2006E
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27 Contacts Masha Eliseeva Head of Investor Relations Phone:+7 495 956 21 70 Cell: +7 495 997 08 52 E-mail: Eliseeva_MS@comstar-uts.ruEliseeva_MS@comstar-uts.ru Web-site: www.comstar-uts.com
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