VimpelCom Ltd. Announces Pro Forma First Quarter 2010 Operating Results and Selected Financial Data

AMSTERDAM and NEW YORK, May 26 /PRNewswire-FirstCall/ -- "VimpelCom Ltd." ("VimpelCom" or the "Company") (NYSE: VIP), a leading international provider of telecommunications services, today announces its pro forma operating and financial results for the quarter ended March 31, 2010.

This earnings release contains pro forma information* for VimpelCom and the  financial and operating results of each of Open Joint Stock Company "Vimpel-Communications" ("OJSC VimpelCom") and Closed Joint Stock Company "Kyivstar G.S.M." ("Kyivstar") on a stand-alone basis. The presentation of OJSC VimpelCom's financial and operating results follows the format of its 2009 year-end earnings release, with its consolidated financial results and the financial results of its CIS operations being presented in US dollars and the financial results of its Russian operations being presented in Russian Rubles.  Kyivstar's financial and operating results are presented in its functional currency, the Ukrainian Hryvnia.

In accordance with recently adopted accounting rules, from January 1, 2010 OJSC VimpelCom began to consolidate the results of LLC Sky Mobile's operations in Kyrgyzstan.  

*See page 9 for details

Combined Financial and Operating Results on a Pro Forma Basis

Quarterly highlights:

• Pro forma net operating revenues and OIBDA* of $2.5 billion and $1.2 billion, respectively
• 1Q10 VimpelCom Ltd. transaction related costs and the new headquarters overhead charges amounted to $11 million
• The first quarter pro forma OIBDA margin was 47.5%
• Pro forma net income attributable to VimpelCom Ltd. amounted to $412 million.
• Combined operating cash flow amounted to $960 million

Commenting on the first quarter results of VimpelCom, Alexander Izosimov, Chief Executive Officer of VimpelCom, said, "With this release we open a new chapter in our history. The combination of the two market leaders – OJSC VimpelCom and Kyivstar – has created a new strong emerging markets player. The increased scale of our business, combined with our high level of profitability, positions VimpelCom as the leading telecom operator in the region.

Our quarterly results give us confidence that the development of our business is on track. We remain focused on sustainable revenue growth and continued to deliver returns to our shareholders.

Looking ahead, we will focus on completing the integration and organizational structure of our new company in order to deal with the changing industry landscape. We believe that the outlook for VimpelCom is bright and are confident that we will successfully leverage our new advantages."

* Hereafter refers to adjusted OIBDA (See definition of adjusted OIBDA in Attachment A)

OJSC VimpelCom: Key Consolidated Financial and Operating Results*

*See definitions in Attachment A. References to "year-on-year" are to comparisons of 1Q10 vs. 1Q09, while references to "quarter-on-quarter" are to 1Q10 vs. 4Q09.

Quarterly highlights:

• Net operating revenues reflect stability of the core business in Russia and ability to market new products and services
• Appreciation of local currencies against the US dollar strengthened the top line
• The decline in revenues compared to the previous quarter reflects the normal seasonality of the business
• Consolidated fixed and mobile OIBDA margin of 47.2% was in line with the previous quarter
• Strong operating cash flow of $803 million as a result of consistent focus on cash generation and working capital optimization
• Capital expenditures will increase further throughout the year as we accelerate the 3G and FTTB network roll-out in the markets in which we operate
• Repayment of $928 million of debt bringing OJSC VimpelCom's net debt to $4.9 billion with a Total Debt/OIBDA LTM ratio of 1.5

OJSC VimpelCom: Russia - Financial and Operating Results

* Mobile and fixed revenues for all periods were recalculated – please see definition of reportable segments in Attachment A.

** Adjusted MOU is calculated for mobile subscriptions excluding mobile broadband subscriptions using USB modems.

Quarterly highlights:

• In the mobile segment:
• Strong demand for data services led to an increase in USB modem subscriptions
• Stable pricing for traditional voice services
• VAS as a percentage of mobile service revenues increased to 20.6%
• Strong mobile OIBDA margin above 50%
• In the fixed-line segment:
• Revenues in the US dollar terms remained stable year-on-year
• Revenue dynamics of a fixed-line segment reflect Russian ruble appreciation as a significant part of our fixed-line client base is billed in US dollars and Euro
• OIBDA margin remained essentially flat quarter-on-quarter
• The total number of residential broadband subscriptions, including FTTB and mobile broadband, exceeded 2.3 million with revenues up 59.1% year-on-year

Overall, in Russia the Company achieved good growth in the mobile segment, while fixed-line performance remained stable with ruble revenues and margins affected by currency fluctuations. Our competitive position remains sound, while further revenue growth will be defined to a large degree by continued macroeconomic recovery in the country.

OJSC VimpelCom: CIS*- Financial and Operating Results

* OJSC VimpelCom's CIS operations include operations in Kazakhstan, Uzbekistan, Armenia, Kyrgyzstan, Tajikistan, and Georgia as well as OJSC VimpelCom's operations in Ukraine. Starting with the second quarter of 2010 we intend to present our operations in Ukraine as a new segment, which will include OJSC VimpelCom's and Kyivstar's operations in Ukraine.

Quarterly highlights:

• 10% year-on-year local currency revenue growth in Kazakhstan, our largest market in this segment, reflecting signs of a return to stability in that market
• Consolidation of the Kyrgyzstan mobile operations of Sky Mobile, which has a management contract with Kar-Tel, our subsidiary operating in Kazakhstan. Sky Mobile serves 1.8 million customers  and has been operating under the "Beeline" brand since June 2009
• OIBDA margin declined slightly; due  in part to the inclusion of the Kyrgyz operations
• Number of broadband subscriptions increased 187% year-on-year as we started to actively develop our broadband projects in Ukraine, Kazakhstan, Uzbekistan and Armenia.

Overall, in our CIS markets we continue to focus on cash flow and profitability. While the situation in Armenia and Uzbekistan remains challenging, we are pleased with our progress in Kazakhstan and Georgia.

OJSC VimpelCom: South-East Asia

Quarterly highlights:

• Our operations in South-East Asia are still in a very early stage of development
• In Cambodia, good network quality, effective marketing campaigns and a pro-active approach to distribution have made us the fourth largest player in a nine-player market after the first year of operations
• In Vietnam, our networks covered approximately 57% of the total population with commercial activity in 51 out of 63 provinces where we have approximately 1.6 million subscriptions

Overall, we are optimistic about the potential of the South-East Asian mobile market and continue to enhance our presence in this region.

Kyivstar: Financial and Operating Results

Quarterly highlights:

• Quarter-on-quarter revenue dynamics reflect typical seasonality and the results of our efforts to stabilize subscription market share
• Year-on-year decline in revenues was largely driven by a lower number of active subscriptions caused by an ongoing shift of the Ukrainian mobile market to the "zero on-net" model aimed at price sensitive low-tier customers
• Reduction of the interconnect rates starting from the beginning of 2010 was another key contributor to the decrease in revenues
• Year-on-year ARPU remained essentially stable reflecting the high quality of our active customer base and partially offsetting the reduction of interconnect rates
• Introduction of "zero on-net" pricing model under Djuice brand in the second half of 2009 helped to reduce churn, stabilize subscription market share, and drive growth in MOU
• Weaker revenues and approximately 50 million Ukrainian Hryvnias of one-off costs related to transaction expenses and shareholder charges led to a decline in OIBDA margin
• The level of capital investments remained within the normal investment profile and should benefit from the upcoming integration with URS

Overall, the results are in line with our expectations and reflect our focus on stabilization of subscription market share and protecting ARPU.

For more information on financial and operating data for specific countries, as well as reconciliation of OIBDA, please refer to the supplementary file FinancialOperatingQ12010.xls on our website at http://www.vimpelcom.com/news/qrep.wbp.

In April 2010, following successful completion of the VimpelCom Ltd.'s exchange offer for shares and American depositary shares of OJSC VimpelCom, VimpelCom's two strategic shareholders completed the combination of OJSC VimpelCom and Kyivstar under VimpelCom Ltd.  

Because VimpelCom Ltd. transaction was completed in the second quarter of 2010, VimpelCom is presenting first quarter results on a pro forma basis assuming the consolidation of OJSC VimpelCom and Kyivstar. This information does not assume that VimpelCom would have reported these results if the exchange offer was completed in the first quarter, nor does it imply that these results will be realized in the future.

The Company's management will discuss its first quarter 2010 results during a conference call and slide presentation on May 26, 2010 at 4:30 pm CET, (10:30 am US ET). The call and slide presentation may be accessed via webcast at the following URL address http://www.vimpelcom.com. The conference call replay will be available through June 2, 2010. The slide presentation webcast will also be available for download on VimpelCom's website http://www.vimpelcom.com.

VimpelCom Ltd. consists of telecommunications operators providing voice and data services through a range of wireless, fixed and broadband technologies. The VimpelCom Ltd. group is headquartered in Amsterdam and has operations in Russia, Ukraine, Kazakhstan, Uzbekistan, Tajikistan, Georgia, Armenia, Kyrgyzstan, Vietnam and Cambodia, covering territory with a total population of about 340 million. VimpelCom Ltd. operating companies provide services under the "Beeline" and "Kyivstar" brands. VimpelCom Ltd.'s ADSs are listed on the New York Stock Exchange under the symbol "VIP".  

This press release contains "forward-looking statements", as the phrase is defined in Section 27A of the Securities Act and Section 21E of the Exchange Act. These statements include those relating to the benefits of the combination of OJSC VimpelCom and Kyivstar under the Company, the Company's 2010 capital expenditures projections, and the Company's development plans in South East Asia. These and other forward-looking statements are based on management's best assessment of the Company's strategic and financial position and of future market conditions and trends. These discussions involve risks and uncertainties. The actual outcome may differ materially from these statements as a result of continued volatility in the economies in the markets in which the Company operates, unforeseen developments from competition, governmental regulation of the telecommunications industries, general political uncertainties in the markets in which the Company operates and/or litigation with third parties. The actual outcome may also differ materially if the Company is unable to obtain all necessary corporate approvals relating to its business, if the Company is unable to successfully integrate its Ukrainian operations and other newly-acquired businesses and other factors. There can be no assurance that such risks and uncertainties will not have a material adverse effect on the Company. Certain factors that could cause actual results to differ materially from those discussed in any forward-looking statements include the risk factors described in the Company's registration statement on Form F-4 filed with the U.S. Securities and Exchange Commission (the "SEC"), OJSC VimpelCom's public filings with the SEC, including its Annual Report on Form 20-F for the year ended December 31, 2009, and other public filings made by the Company with the SEC, which risk factors are incorporated herein by reference. VimpelCom disclaims any obligation to update developments of these risk factors or to announce publicly any revision to any of the forward-looking statements contained in this release, or to make corrections to reflect future events or developments.

- Definitions and tables are attached –

Attachment A: Definitions

Adjusted OIBDA is a non-U.S. GAAP financial measure. Adjusted OIBDA, previously referred to as EBITDA or OIBDA by OJSC VimpelCom, is defined as operating income before depreciation, amortization and impairment loss.  Our management uses adjusted OIBDA and adjusted OIBDA margin as supplemental performance measures and believes that adjusted OIBDA and adjusted OIBDA margin provide useful information to investors because they are indicators of the strength and performance of the Company's business operations, including its ability to fund discretionary spending, such as capital expenditures, acquisitions and other investments, as well as indicating its ability to incur and service debt. In addition, the components of adjusted OIBDA include the key revenue and expense items for which the Company's operating managers are responsible and upon which their performance is evaluated.  Adjusted OIBDA also assists management and investors by increasing the comparability of the Company's performance against the performance of other telecommunications companies that provide OIBDA or EBITDA (earnings before interest, taxes, depreciation and amortization) information. This increased comparability is achieved by excluding the potentially inconsistent effects between periods or companies of depreciation, amortization and impairment loss, which items may significantly affect operating income between periods. However, OJSC VimpelCom's and Kyivstar's adjusted OIBDA results and our pro forma adjusted OIBDA results may not be directly comparable to other companies' reported OIBDA or EBITDA results due to variances and adjustments in the components of OIBDA (including our calculation of adjusted OIBDA) or calculation measures.  However, a limitation of adjusted OIBDA's use as a performance measure is that it does not reflect the periodic costs of certain capitalized tangible and intangible assets used in generating revenues or the need to replace capital equipment over time. Reconciliation of adjusted OIBDA to net income, the most directly comparable U.S. GAAP financial measure, is presented below in the reconciliation tables section as well as in the supplementary file FinancialOperatingQ12010.xls on our website at http://www.vimpelcom.com/news/qrep.wbp.

Adjusted OIBDA margin is a non-U.S. GAAP financial measure.  We calculate adjusted OIBDA margin as adjusted OIBDA divided by net operating revenues, expressed as a percentage.  Reconciliation of adjusted OIBDA margin to net income as a percentage of net operating revenues, the most directly comparable U.S. GAAP financial measure, is presented below in the reconciliation tables section as well as in the supplementary file FinancialOperatingQ12010.xls on our website at http://www.vimpelcom.com/news/qrep.wbp.

Sales and marketing costs (S&M) include marketing, advertising and dealer commissions expenses.

General and administrative costs (G&A) include salaries and outsourcing costs, including related social contributions required by law; stock price-based compensation expenses; repair and maintenance expenses; rent, including lease payments for base station sites; utilities; other miscellaneous expenses, such as insurance, operating taxes, license fees, and accounting, audit and legal fees.

Capital expenditures (Capex) - purchases of new equipment, new construction, upgrades, software, other long lived assets and related reasonable costs incurred prior to intended use of the non current asset, accounted at the earliest event of advance payment or delivery. Long-lived assets acquired in business combinations are not included in capital expenditures.

Net debt is a non-U.S. GAAP financial measure and is calculated as the sum of long-term debt and short-term debt minus cash and cash equivalents and short-term investments. The Company believes that net debt provides useful information to investors because it shows the amount of debt outstanding to be paid after using available cash and cash equivalent, as well as short-term investments. Net debt should not be considered in isolation as an alternative to long-term debt and short-term debt, or any other measure of the company financial position. Reconciliation of net debt to long-term debt and short-term debt, the most directly comparable U.S. GAAP financial measures, is presented below in the reconciliation tables section.

Free cash flow is a non-U.S. GAAP financial measure and is calculated as operating cash flow less Capex. The Company believes that free cash flow provides useful information to investors because it is an indicator of our company's operational and financial performance and represents our ability to generate cash after accruals required to maintain or expand our asset base. Free cash flow should not be considered in isolation as an alternative to operating cash flow or any other measure of the company cash flows management. Reconciliation of free cash flow to operating cash flow, the most directly comparable U.S. GAAP financial measure, is presented below in the reconciliation tables section.

Mobile subscriptions are SIM-cards registered in the system as of a measurement date, users of which generated revenue at any time during the three months prior to the measurement date. This includes revenue coming from any incoming and outgoing calls, subscription fee accruals, debits related to service, outgoing SMS, Multimedia Messaging Service (referred to as MMS), data transmission and receipt sessions, but does not include incoming SMS and MMS sent by VimpelCom or abandoned calls. VimpelCom's total number of mobile subscriptions also includes SIM-cards for use of mobile Internet service via USB modems.

Broadband subscriptions are the customer contracts that served as a basis for revenue generating activity in the three months prior to the measurement date, as a result of activities including monthly internet access using FTTB, xDSL and WiFi technologies as well as mobile internet service via USB modems.

ARPU (Monthly Average Revenue per User) is calculated by dividing service revenue during the relevant period, including roaming revenue and interconnect revenue, but excluding revenue from connection fees, sales of handsets and accessories and other non-service revenue, by the average number of subscriptions during the period and dividing by the number of months in that period.

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

Households passed are households located within buildings, in which indoor installation of all the FTTB equipment necessary to install terminal residential equipment has been completed.

Mobile services are wireless voice and data transmission services excluding WiFi.

VAS (value added services) includes short messages ("SMS"), multimedia messages ("MMS"), caller number identification, call waiting, data transmission, mobile Internet, downloadable content and other services.

CIS Geographic Segment for the purpose of VimpelCom Ltd. reporting includes our operations in the following countries: Kazakhstan, Kyrgyzstan, Uzbekistan, Tajikistan, Armenia and Georgia as well as OJSC VimpelCom's operations in Ukraine. Starting from the next quarter we intend to include OJSC VimpelCom's operation in Ukraine in a separate reporting segment together with Kyivstar.

SEA – VimpelCom operations in South-East Asia, which include operations in Cambodia and  VimpelCom's respective equity in net results of operations of the Company's Vietnamese associate GTEL-Mobile JSC ("GTEL-Mobile").

Reportable segments – Historically intersegment revenues were eliminated in consolidation. Starting from January 1, 2010, OJSC VimpelCom changed the approach to intersegment revenues and expenses in a way that operating revenues and operating expenses of Russia mobile and Russia fixed segments from each other and operating revenues and operating expenses of CIS mobile and CIS fixed segments from each other are eliminated on the level of a segment, as well as certain expenses and revenues were allocated to allow revenues and expenses related to those revenues to produce financial result within one segment. Other intersegment revenues and expenses are eliminated at the consolidated level. The comparative information was retrospectively adjusted.

Attachment B: VimpelCom financial statements

OJSC VimpelCom Unaudited Condensed Consolidated Statement of Income

OJSC VimpelCom Unaudited Condensed Consolidated Balance Sheets

OJSC VimpelCom Unaudited Condensed Consolidated Statements of Cash Flows

OJSC VimpelCom Unaudited Consolidated Statements of Cash Flows (Continued)

Attachment C: Reconciliation Tables (Unaudited)

Reconciliation of Combined Adjusted OIBDA (pro-forma)

(In millions of US$)

Reconciliation of Combined Adjusted OIBDA Margin (pro-forma)

Reconciliation of Consolidated Adjusted OIBDA of OJSC VimpelCom

(In millions of US$)

Reconciliation of Consolidated Adjusted OIBDA Margin of OJSC VimpelCom

Reconciliation of Consolidated Adjusted OIBDA of Kyivstar

(In millions of US$)

Reconciliation of Consolidated Adjusted OIBDA Margin of Kyivstar

Reconciliation of Consolidated Adjusted OIBDA of Kyivstar

(In millions of UAH)

Reconciliation of Consolidated Adjusted OIBDA Margin of Kyivstar

(based on UAH million OIBDA)

Reconciliation of OJSC VimpelCom Consolidated Net Debt (as of March 31, 2010)

(In millions of US$)

Attachment D:  Capex Development  

Attachment E: OJSC VimpelCom Financial and Operational highlights – CIS

Revenues Development

* US$ is the functional currency in Uzbekistan and Tajikistan.

** Mobile and fixed revenues for all periods were recalculated – please see definition of reportable segments in Attachment A.

OIBDA Development

* US$ is the functional currency in Uzbekistan and Tajikistan.

Operating Highlights

* We no longer provide information on subscriptions market share, because different churn policies used by mobile service providers result in reported subscriptions market share figures that are not representative.

Attachment F: Key Financial Results in US Dollars

OJSC VimpelCom -- Russia

* Please find information on respective operating income amounts in the supplementary file FinancialOperatingQ12010.xls on our website at http://www.vimpelcom.com/news/qrep.wbp.

Kyivstar  -- Ukraine

OJSC VimpelCom -- CIS Revenues in US$

OJSC VimpelCom --  CIS Adjusted OIBDA in US$

* Please find information on respective operating income amounts in the supplementary file FinancialOperatingQ12010.xls on our website at http://www.vimpelcom.com/news/qrep.wbp.

Attachment G: Operational Highlights - South-East Asia

Attachment H: Average Rates of Functional Currencies to USD*

• Functional currencies in Tajikistan, Uzbekistan and Cambodia are US dollars.

SOURCE VimpelCom Ltd.