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Executives

Alex Tramont - IR

Jo Lunder - CEO

Henk van Dalen - CFO

Analyst

JP Davids -Barclays Capital

Jean Lemardeley - JPMorgan

Alex Kazbegi - Renaissance Capital

Cesar Tiron - Morgan Stanley

Herve Drouet - HSBC

Alex Balakhnin - Goldman Sachs

Victor Klimovich - VTB Capital

Dalibor Vavruska - Citi Group

Tibor Bokor - ING Bank

VimpelCom (VIP) Q4 2011 Earnings Call March 13, 2012 9:00 AM ET

Operator

Good day Ladies and gentlemen and welcome to the VimpelCom Fourth Quarter 2011 Investor and Analyst Call. (Operator Instructions). I would now like to turn your call over to your host for today, Ms. Alex Tramont of FTI Consulting. Ma'am you may begin.

Alex Tramont

Thank you. Good afternoon ladies and gentlemen and good morning to those of you connecting from the U.S. and welcome to VimpelCom’s Conference Call to discuss the Company’s fourth quarter 2011 financial and operating results. Before getting started I would like to remind everyone that forward-looking statements made on this conference call involves certain risks and uncertainties. These statements relate in part to one the Company’s plans to maintain profitable growth in its business units, two, the company’s expected future debt position and our refinancing plans and three the company’s financial performance objectives.

Certain factors may cause actual results to differ materially from those contained in the forward-looking statements, including the risk detailed in one, the company’s release announcing fourth quarter 2011 financial and operating results in the related presentation. Two the company’s annual report on Form 20F for the year ended December 31, 2011. And three other public filings made by the company with the SEC each of which are posted on the company’s website at www.vimpelcom.com and on the SEC’s website at www.sec.gov.

If you have not received the copy of the fourth quarter, 2011, financial and operating results release please contact investor relations at +31207977234 and it will be forwarded it to you.

In addition the press release and the earnings presentation each of which includes reconciliations of non-GAAP financial measures presented on this conference call can be downloaded from the VimpelCom website.

At this time I would like to turn the call over to Jo Lunder, Chief Executive Officer of VimpelCom. Please go ahead.

Jo Lunder

Thank you. Good afternoon to those in Europe and good morning to our guests from the United States and welcome to our fourth quarter earnings presentation. Let me start by introducing the members of the team here in Amsterdam. We have Henk van Dalen, our Chief Financial Officer, who will be covering the financials in detail and Gerbrand Nijman, our Head of Investor Relations.

Moving on for our highlights, we are pleased with a positive development and solid operational performance. We had an organic increase in revenues and robust subscriber growth in all of our markets in the fourth quarter.

These results enabled us to achieve strong cash flows. Net income is impacted by non-cash items and Henk will address this matter later on in the presentation.

We are pleased to report positive development and resolutions in relation to a number of strategic subjects. As we announced in December we decided not to exercise the call option to acquire an additional 24.9% stake in Euroset.

VimpelCom’s partnership with Euroset has been and will continue to be a substantial part while the distribution strategy in the Russian market. In Algeria, discussions with the government are ongoing, the negotiations are quite sensitive so we are not today able to say more than what we have already disclosed on this matter.

In February Telenor withdrew its arbitration claims for preemption rights which is initiated in connection with the acquisition of Wind Telecom. This removes the risk of dilution for our shareholders. At the same time the shareholders agreement with Telenor terminated and the so called Section B bye-laws came into effect.

We believe that these bye-laws are in line with common corporate government standards for company of our size.

We are successfully completed the integration with Wind Telecom in the quarter which allows us to fully focus on our operation and on delivering on the value agenda in 2012 and beyond.

In February we completed the spin-off of certain assets of our Orascom Telecom to that reinvestment tree. The completion of the spin-off fulfills all of the Orascom obligation in relation to the VimpelCom merger with Wind Telecom and enhance renews the potential and related to the purchase of these assets by VimpelCom which would have occurred have the spin-offs not been completed with the agreed timeframe.

Today we also announce a final dividend of $35, which underscores our commitment to pay dividend of at least $80 per common share from 2011 through 2014.

Part of the value agenda of 2012 to 2014 is foreign strategic portfolio analysis. For running a detailed business plan of use of our operations in Vietnam and income (inaudible) we have booked an impairment of $527 million.

Finally, we have today communicated further details for our financial performance objectives for 2012 to 2014 as promised in our investor day in November. I will return to our objectives at the end of today’s presentation.

Now moving on to the results of the quarter, our performance and execution is just confidence in our group going forward. We achieved solid subscribed growth across all business units in particular in Africa and Asia with double digit growth in mobile subscribers that reach 205 million and close to 5 million subscribers in fixed line.

The group performance led to a 5% organic growth in revenue year-over-year reaching $5.9 billion. Excluding ForEx impact, EBITDA was stable at $2.2 billion leading to margins of 37%. Net cash from operating activities increased a 133% of the previous year reaching $1.8 billion. Net income for the full year was $489 million having been impacted by non-cash items that Henk will explain in detail later.

Moving now on to the performance of our five business units starting with Russia. The company met its 2011 target to regain the revenue market share. We are pleased with this achievement and our focus in 2012 is now shifting to maintaining this position. At the same time we are gearing our market activities towards stimulating usage in order to improve contribution margins.

Our fixed line broadband business also continues to involve for the strong growth in (inaudible). Going forward, our target is to attract maximum value from our current FTCB coverage in existing periods.

In the fourth quarter our revenues in Russia increased 10% year-on-year reaching $71 billion with mobile revenues up 10% driven by an increase in voice revenues and sale of devices. On the mobile data side, the revenues increased by about 41% to 5.1 billion rubles. You can expect a continued focus to this important growth area going forward.

Fixed broadband revenues grew by 67% supported by a 46% growth in subscribers. Despite the solid top line growth, EBITDA was impacted by our marketing activity. The decline was also due to average price minute reduction driven by competition, growth in low margin handset sales and the write-off of absolute handset is inventory as well as ForEx impact of cost related to calls to the CIS countries.

Our operating expenses connected with network roll out are also growing currently at the highest speeds than revenues. As a result fourth quarter EBITDA margin was 37.1%; the margin for the full year 2011 was in line with our earlier communicated outlook for the full year 2011.

Looking forward and in order to take advantage our improved market position, and to reach sustainable customer growth in the Russian markets, we will focus on a few key areas.

The first area is really to improve the gross margin; we planned to address this by stimulating on that traffic. We need to optimize the tariff portfolio and we need to eliminate lower margin traffic spend.

The second basket is to reduce churn and cost of sales, we need to restructure the daily commissions to reflect the value and the life time of the customers. The company also plans to improve customer loyalty program and to increase its efforts on churn management.

And lastly we need to improve productivity and operations. We have identified our own track to achieve 5 billion rubles of cost savings in 2012. Currently we are also addressing improved network efficiency and an optimization of our organizational structure.

Finally, our operational excellence program is aimed at curtailing market, technical IP and general expenses. CapEx in 2011 was 22% of revenue, we expect 2012 to come our below that level. Moving on to our second biggest business unit Italy.

In Italy we continue to outperform the market despite the weak macroeconomic environment and regulatory head winds. Our operating performance remained strong with Wind consolidating its market share in both mobile and fixed lines.

Our mobile subscribers group 5% year-over-year to over 21 million driven by the success of bundle offerings and growth in mobile broadband which saw subscriber increase by 13% year-over-year. Wind Mobile Data offerings continue to deliver strong results in the fourth quarter of ’11 with mobile internet revenues increasing by 43% year-over-year as a result of growing penetration of smart phone tablets and data dongle.

Contrary to the recent trends in other developed markets, Wind continues to display a solid increase in mobile minutes of use as well as strong growth in traditional messaging revenues. Our fixed line business deliver a good business performance with voice subscribers growing 5% driven by a solid increase in higher value direct voice subscribers up 8%.

We also recorded an exceptional performance in fixed broadband where we grew our subscribers by 12% year-over-year while increasing our (inaudible) by 7%.

Wind’s total revenue fell 1.5% with organic mobile revenue growth of 2% excluding the 26% cut in mobile termination rate from July 2011.

The impact of NCR cuts was fully offset by operational excellence cost initiatives and other income items that arise on a recurring basis as part of our ongoing operations which resulted in a stable EBITDA over the fourth quarter of ’10 thus delivering a solid overall margins of 37.4%.

The investment made in the LTE frequencies at the end of 2011 are over the substantial investments made in our metric or will enable win to be at the forefront of the (inaudible) market and to compete effectively with the incumbent in these markets.

Going forward, we will continue focusing our efforts on the key growth pillars, leveraging investments in the HSDPA and our LTE to further grow our data business, expanding our product portfolio into new segments such as value for base subscribers and growing our market share in the small and medium size enterprises markets.

Business unit, Africa and Asia. In Africa and Asia, business unit, local currency results and operational performance show significant growth across the board.

In the fourth quarter of 2011, net operating revenues in Africa and Asia increased by 3%. Impacted by local currency (inaudible) against the US dollar in the main operating countries of Algeria, Pakistan and Bangladesh as well as for liquidation of the handset business offering.

Consequence led the EBITDA showed a decline of 5% while the consolidated EBITDA margin viewed at 35%. As a result of the company's focus on driving profitable growth as well as operational excellence and capital efficiency programs; we are seeing EBITDA growth surpassing revenue growth in most operations. Revenue and EBITDA demonstrated an organic growth of 5 and 10% respectively. Our operations in Algeria continues to display and impressive resilience. Subscribers increased 10% as we were able to both control CERN and gain new customers. EBITDA increased 18% in local currency. As a result our EBITDA margin improved by almost 7% to 59.5%.

In Pakistan, Mobilink was able to expand the subscriber base by almost 8% and EBITDA grew 10% driven by topline growth and decline in cost of sales leading to an EBITDA margin of 41.7%.

In Bangladesh our subscriber base showed an impressive growth of 23% driven by a more aggressive acquisition strategy following the impacts of reduction in June 2011. Revenue grew 17% while EBITDA increased 4% largely as a result of strong described acquisitions.

CapEx excluding the license renewal fees in Bangladesh amounted for this business unit of 19% of revenues.

Moving onto Ukraine; we continue to deliver healthy topline growth in the fourth quarter and we maintained the leading position in the market. Total revenues were 4% higher due to growth in both mobile and fixed businesses. The growth in mobile was largely the result of our ongoing transition towards newly bundled tariff plans which stimulated a 6% increase in the minutes of use. Mobile data revenues grew 12% driven by growth in the number of revenue source and mobile internet traffic usage.

Six presidential broadband subscribers doubled leading to a 54% growth in fixed broadband revenues.

EBITDA in the fourth quarter of '11 was impacted by higher advertising costs and seasonal promotions in addition to a growing share of non-mobile businesses and higher SG&A from increased technical costs due to inflation. CapEx was 17% of revenues in line with last year's.

Looking ahead we continue to deliver profitable revenue in EBITDA growth in segments where we are market leader and to improve market share in segments where we are in the top three as well as exploring new pockets of growth in Ukraine.

In the CIS business unit, revenue grew by 16% as a result of product quality improvements and efficient sales and marketing efforts, in particular our on-going focus and data translated into a doubling of our mobile data revenues. EBITDA margin in the quarter was 41%. In Kazakhstan, our largest CIS market we saw a subscriber growth of 22% and solid revenue growth of 11% in the fourth quarter. EBITDA remains strong, but declined slightly due to average price of minute reduction as a result of new regulatory requirements, intensified competition as well as increased sales of devices.

One other market to mention Uzbekistan. In Uzbekistan revenue and EBITDA increased by 35% and 64% respectively supported by our subscriber growth, regional 3G, rollout and data development.

The increase in CapEx was driven by our network expansion to support voice and data traffic growth in particular in Kazakhstan, Kyrgyzstan and Uzbekistan, the later having secured also a 4G license. Well we forward, we aim to achieve the optimal balance between capturing market share and maintaining margins in order to deliver sustainable profitable growth and cash flow also in this business unit.

I want to pass the floor to our CFO, Henk van Dalen, who will discuss the group's financial performance more in detail. Henk?

Henk van Dalen

Thank you Jo. As a reminder ladies and gentlemen, we are presenting our results today on a pro forma basis unless otherwise noted. We believe pro forma financials provide the most meaningful comparison of financial performance for the quarter.

Accordingly the financial information we handed here, reflects for the company’s results of operations would that look like, had the company's transactions with Wind Telecom and Kyivstar occurred on January 1.

As a reference, the combination of OJSC VimpleCom and Kyivstar which resulted in the formation of VimpleCom Limited occurred on April 21, 2010 and then on April 15, 2011 the VimpleCom acquired 100% of Wind Telecom. And as a result of the Wind Telecom acquisition, the company owns indirectly 51.7% of Orascom Telecom and 100% of Wind Italy.

The pro forma financial information also assumes that all spinoffs that are prior to the transaction considerations for Wind Telecom would have happened on January 1, 2010, and that the sale of Orascom Telecom Tunisia also happened on that date. All financing related to the Wind Telecom transaction is assumed to have taken place as per the same date.

Additionally, group financials are presented on a US GAAP basis. However, our Europe and North American business unit, as well as the Africa and Asia business unit, excluding our operations in Southeast Asia are IFRS basis. On a consolidated level, the required adjustments of IFRS to US GAAP has been performed on the business unit level and the group level. As previously announced, the company intends to publish its full year 2011 positive financial results under IFRS and the company plans to do this when it files it annual report on Form 20-F for the year ended December 31, 2011. Going forward, the company will publish its financial results according to IFRS.

Now turning to a set of the financial highlights. On a pro forma basis, revenues in the fourth quarter grew $4 to $5.9 billion euros driven by 5% organic growth partially offset in favorable currency movement in various currencies against the euros dollars. Organic growth was driven by an increase in revenues because most of our business units led by the CIS reported organic revenue growth of 16%.

Unfavorable currency movements led to a decline of 3% in EBITDA year-over-year. Excluding these foreign effects, EBITDA was stable compared to the same period last year. Solid organic EBITDA growth was seen in emerging markets of the (inaudible) of CIS and Africa and Asia which grew up 11% and 10% respectively and Europe and North America business unit EBITDA at constant remained stable and overall growth was partially offset by the year-over-year EBITDA decline in Russia and Ukraine business unit.

EBITDA margin full groups grew at 37.4% was 40.2% reported in the same period last year. EBITDA net income declined considerably due to higher depreciation, impairment and previously described the location effects. In addition net income saw the impact of an increase in effects and over expenses in the fourth quarter. Later in the presentation, I will explain that in more detail.

Now look to the full year pro forma financial performance. Top net operating revenues increased by 7% year-over-year with a strong performance across all business units. Overall organic revenue growth was 4%. EBITDA was stable resulting from good performance in all business units except Russia which held an EBITDA decline in absolute terms of 4% and organic REIT of 7%.

CapEx to the $5 billion US excluding the effect of licenses. With investments in the further rollout of the mobile methods from Russia, Bangladesh, Pakistan and the CIS leading to CapEx to revenues of 21% for the year. We continue to invest in the rollout of HSDPA and in the and in the backbone capacity to support the growth in data. Including licenses CapEx loss $6.8 billion with investments integrated to the LTE frequencies in Italy, 2G license renewal in Bangladesh, 3G licenses and while was on a 4G license in Uzbekistan for the total amount of $1.8 billion. EBITDA net income were significantly impacted by the same items as I had mentioned in the Q4 pro forma results.

Then a little bit more into the non-cash items in the fourth quarter of 2011 that impacted our net income and all of which especially are the result of applying standard accounting practices.

The first element relates to the PPA. The company further refines it's so called purchase price allocation. It’s the word for PPA with regards to the acquisition of VimpelCom that's a standard requirement under applicable accounting standards.

At the PPA the purchase price is allocation to the VimpelCom assets acquired and liability assumed based on the estimated fair values. Any difference between the purchase price consideration, transfer to the former owners of VimpelCom and the estimated net fair values of the assets acquired and liabilities assumed as being recognized as goodwill. The PPA is filled subject to further revisions.

With the further update of the purchase price allocation of VimpelCom and the finalization of the valuation of the acquired VimpelCom intangible assets, the company adjusted retroactively the linear amortization mobile towards a mobile based on value contribution for the customer relationships. Where this change benefit same course are better mix and effective leaders means that there will be a higher amortization in the earlier years and lower in the later years.

The catch-up effects of these adjustments as based on the applicable accounting rules being read to actively adjust in the second and the first quarter of 2011. In the appendix we have profiled you with the expected impact in 2012-2014 based on our current view. The second impact had to do with impairments. The company booked an impairment of $527 million related with operations in Vietnam income budget. As a detailed business plan we see significant downward growth perspectives for these businesses and consequently also to the impairment that was taken.

And the third factor, net income was further impacted but unrealized products losses of $110 million which is mainly attributable to $61 million against the U.S. and $34 million due to the devaluation of the Bangladeshi Dhaka against the U.S. Dollar. In addition we were $147 million in various fair value adjustments partially related to the hedges. That completes the analysis of these loan cash items.

On the next slide I will give a little bit more the impact. You will also see that impact mentioned in detail in the press release that was distributed this morning. Net income from continued operations in Q4, there is impact of minus $672 million, impacted by $652 million PPA in impairments. So excluding these assets that would be $20 million negative.

Net income attributable to VimpelCom is then corrected for non-controlling interest leading to a plus $50 million excluding the mentioned effects.

Portfolio activity of 2011 PPA and impairment have an impact of almost $1.4 billion on EBIT. Net result for the full year 2011 excluding this PPA and impairment impact is around $1.1 billion compared to $1.7 billion in actual 2010. However on a pro forma basis with PPA issued for the full year 2010 and 2011 at the same amount the net income 2011 attributable VimpelCom is $324 million and stable year-on-year as I have shown earlier.

And finally how does the full year actual financial results look like because there is of course, also the impact of these particular non cash one off items. On an actual basis revenues more than doubled year-on-year and EBITDA increased by 66% year-over-year as a result of the combination within telecom in April 2011.

Actual net income attributable to VimpelCom declined by 76% over the same period of 2010 mainly due to non-cash items as explained and the impact of the higher deprecation lower tax and higher financial income and expense and at (inaudible) which more than offset the underlying EBIT growth of $1.4 billion. Net cash for operating activities at a group level was $5.9 billion due to the strong cash flow generation from operating activities.

Then taking you to the depth in cash ratios for the group, as you can see here on this slide our financial position remains good actually over the last couple of quarters it has been fairly stable. On a consolidated basis the actual net cash from operating activities in the fourth quarter was $1.8 billion, 133% higher than the same period a year ago. In the fourth quarter we invested $3.4 billion in cash impacted by license payments for amount of $1.7 billion.

Gross debt increased in the fourth quarter mainly due to the financing of the LBE license in Italy. We finished the quarter with a balance of cash and cash equivalents of $2.3 billion U.S. dollar, net debt was $24.4 billion reflect to a net debt to EBITDA ratio of $2.6 billion at the end of the quarter on a pro forma basis, a slight increase over the previous quarter. Our (inaudible) EBITDA to financial income and expenses remains at a comfortable 4.7 on a pro forma basis.

The next slide we discuss a point that is coming up in these Q&A is more detail on the financial structure of the group. You see that the financial structure is split into three blocks. The first is a ring fence block of debt related to (inaudible). There is the shareholder Q3 on the right. That's about $14.4 billion of debt at the end of 2011. Net block of debt is ring fence in the center has no recourse on VimpelCom Ltd. or any of the other companies as a group. So it is really on a standalone basis.

The second block of debt is $1.2 billion in local and feasible DH (ph). These local piece are from acquisition and they do not have recourse on VimpelCom Ltd. And the third block of debt has to with OJC of VimpelCom and VimpelCom Ltd. This block you can see on the left hand side of the slide. Total (inaudible) $11 billion of debt with a debt to services of VimpelCom holding and the portion to OJC VimpelCom. From this position also OTH and Weather Capital SPI are within the company loan.

Then turning to the debt competition and the maturity profile total gross debt asset was at $27 billion with an average weighted interest of 8.5%. For years to come maturities are roughly 20% to 25% for EBITDA. There is a peak in the maturity profile in 2017 caused by the Wind which we plan to refinance this before the date as already mentioned earlier. However this will not be completed before the end of 2013 and timing will depend on market share consensus as well of course.

Our debt on the foreign exchange exposures in gross debt remains (inaudible) across the Euro over both U.S. dollar and other currencies and with capital markets being so volatile and complex as they are these days we secured a revolving credit facility over approximately $500 million for same performance (inaudible) accepted form is revolving debt facility of approximately $75 million for OJSC VimpelCom in Russia.

These credit facilities are in line with the overall groups as they provide the company with increased flexibility in managing its cash levels and will be used for general purposes.

Then in 2012 we will have to refinance and repay $2.5 billion of debt and in principal that will be going according to the folding steps, there will be repayment in Italy of $460 million into the cash balances and the free cash flow of the Italian entity. This loan refinancing in Italy for amount of $6.50 million will be done within the ring fence of Italy, the local entities of Orascom have to refinance $340 million U.S. and that mainly of course relates to Pakistan and Bangladesh and the rest is in about (inaudible) VimpelCom Ltd. and that will mainly be focused as the U.S. dollar bonds certain other loans and most probably also intact financing overall, the picture is a manageable package for the year 2012 as you probably have seen on information provided we already started with positioning euro (ph) bonds in the Russian market.

Then on the dividend finally in line with the state of dividend guideline to pay at least $0.80, Euros and pro forma share in 2011-2014 period we have announced a final dividend of $0.35 per share in relation to the 2011 results. The final dividend payment will be approximately $570 million. That brings the total dividend in relation to 2011 results to $0.80 per common share equivalent to $1.3 billion of dividend.

I will now turn the call back to Jo for his final remarks.

Jo Lunder

Thank you Henk. So wrapping up the presentation with one final slide before we open for Q&A. As promised on our Investor Day in November and our sharing with you for the details on our financial performance objectives for 2012 to 14, in the very volatile economic environment we now aim to deliver average return growth of around mid-single digits for the period 2012-14 focusing on our core segments and of course our growth, exploiting the strong growth in data.

One thing we should see across our operations that we talked about a number of times will enable us to optimize cost and our objective is to deliver an average EBITDA growth of around mid-single digits for the year of 2012 to 2014. While our (inaudible) CapEx to revenues, if we exclude licenses we did order of 21% in plan to our mobile ratio, that's below 50% by the end of 2014 through various capital efficiency initiatives and we expect that all of these initiatives will enable us to increase the free cash flow and therefore allow us to achieve our leverage objective of below defined net debt through EBITDA by the end of 2014.

That was a long presentation but with that we will open the floor for questions. Operator.

Question-and-Answer Session

Operator

Thank you. (Operator Instructions). And our first question today comes from the line of JP Davids of Barclays Capital. Your line is open. Please go ahead.

JP Davids -Barclays Capital

Thank you for the opportunity. Two questions please. The first question on Russia and there you've mentioned as you would like to do more on net type tariffs in the market to help your gross margin. Why only now are pushing on net tariffs. What has prevented you from being aggressive in this space before?

The second question is on Italy and maybe you can just give us a framework of how you look to consume the spending into 2012 and 2013. What are your thoughts on the how the consumer's relatives is going to pan out over the next couple of years and how that impacts your guidance?

Jo Lunder

Thank you for two good questions. Let me first say that when you take one step back and look at today's release, I think two things jumped out. The net income jumped out and I think Henk has explained in detail that the non-cash items, we are very comfortable with that and if you compare sort of the underlying development of the business it's robust and resilient and stable. So that part I think if you go, are comfortable with. So second part I think is relative to your first question, Russia and performance of Russia and the margins in Russia and I think it's clear for all of us that we need to get our funds for the share market to improve profitability and increase performance.

If you look back at Russia, I think we underwent underinvested to the financial crisis all the way back in 2008. So if you go back and look at 2009 and 10, you see really strong income and reinvesting compared to competitors and for that reason we started to lose market position and both from a revenue side and subscriber, we felt the need to regain that position by focusing a lot on growth in 2011 and I think we have achieved the objective we set forth for our self to make sure that we remain at the size that we believe is necessary to have a healthy competitive position in Russia.

And then now moving into 2012, it will be much more focused on the profitability and cash flow and part of this is of course the debt service margin because if you go into the P&L of Russia and look at the yearly flick (ph), it's not only on the overall cost base and commissions and the general expenses. It's also clearly on gross margin or service margin and that is how we combine the tariff plans. That is how we optimize tariff plans. That is how we route traffic et cetera. So I think it's actually is clearly why didn’t we do that before. Well we didn’t and now we need to look at where is room for improvement and these are one model (inaudible) that we will put in place for improving performance in Russia.

So we clearly see that gradual improvement. I think we understand what we need to do and I think we were comfortable with fee in Russia and with the plans that we have now Russia. It's going to shift by November on the investors side that it will take time and I think we just need a bit of time to implement these funds and then I hope during 2012 we will show our funds being effective and we will see margins in Russia improving again. So by that clearly, it's a long answer to your short question but I think Russia is clearly something people are concerned about and focused on and today we're relieved.

Going to the second question about Italy, Italy is showing I think strong resilience. In fact, historically GDP is quite (inaudible) from the telecom market trends and if you are considering the average spending for telecommunication services in Italy, the amount is more seen as a value for money and not material in order to sort of visible month with savings. So we are quite optimistic about the ability to secure the loan for investors in our recovering operation and these are limited for now to start the (inaudible) a year from now. So a good team and a good market, even though macro right now is not as favorable as we wish.

Operator

Thank you. Our next question comes from the line of Jean Lemardeley from JPMorgan. Your line is open. Please go ahead.

Jean Lemardeley - JPMorgan

Yes, just looking back from the question on cost in Russia, if you can be more specific, general and administrative expenses were up 22% year-over-year in the fourth quarter. So that doesn’t appear to be driven commercial spend or interconnect that the gross margins, can you elaborate a little bit on that in what we should expect going forward. You also mentioned that you got this $5 billion global OpEx authorization program that you are in the first stage of implementing so how much of that was reflected in the fourth quarter performance or is it all to come in 2012?

And the last question is I may have been looking through the U.S. press release. There appears to be a number of one off effect EBITDA and the holding level, it looks in Algeria as well and in Africa, could you just explain a little bit there because there appears to be a material effect.

Jo Lunder

Henk will talk with the OpEx question and I'll follow up with Russia.

Henk van Dalen

There is of course an (inaudible) poll this afternoon where I think you can better ask the question and get it probably also answered in more detail there but speaking in very general terms there is roughly an amount of $30 million in our figures related to certain one offs and the rest of them had to do with all kinds of development related to the integration of the rest of VimpelCom and the recent amount of roughly $20 million which has to do with certain specific tax contingency issues. That is what I know about the further detail of Orascom but I think it's probably good to jump into that at 4:00 in the call as well.

Jo Lunder

On Russia, I think the last quarter of 2011 is clearly impacted by again high sales, old agreements, old delayed commissions and even though we kicked off the $5 billion cost saving program and we are on track to implement the difference initiatives, I do think that the main part of the OpEx we will in 2012, for example on commissions I think we have to move away from fixed fees and move into that extreme of traffic pace fees, reflect the value of the customers and for that reason I expect 2012 to show a different development different quarter of '11 but again that said, it's a big shift. There is always lot of delays in implementing changes in such big organizations but as we understand what is required and we are very determined to execute on our funds.

Henk van Dalen

In addition to what Jo says on the cost item in Russia, it's good to know that there we have also taken of $20 million related to the operational excellence program of 5 billion rubles that Jo (ph) explained earlier.

Jean Lemardeley - JPMorgan

So have you took a $20 million provision in the fourth quarter?

Jo Lunder

In the fourth quarter indeed.

Jean Lemardeley - JPMorgan

But you haven’t seen yet the benefits of that or have you seen any of the benefits of that $5 million rubble optimization program?

Jo Lunder

That will typically start clicking in 2012.

Jean Lemardeley - JPMorgan

In 2012, and just, some of the dealer commission impacts G&A. Could you give us a couple of commercial expenses which were up less than the overall SG&A. So it was on G&A side that was in the increase but suggesting the dealer commissions goes into the G&A line?

Henk van Dalen

No. We're not suggesting that. I think Jo was mentioning the various components in P&L and the movements there. In the G&A it's important to know that the $20 million provision is part of it.

Jean Lemardeley - JPMorgan

Just, sorry on the cost performance sorted there, can you outline what the opportunities are? What is the pressure for NPR (ph) which will intensify going forward? Can you just maybe outline the initiatives you have in place in TV or the opportunities you have on the cost side?

Jo Lunder

Yes, I think as we said NPR will impact our revenues in 2012. If we have drivers in traffic patterns by wins in 2011 we expect revenues to be impacted by approximately 250 million euros and as a result of that EBITDA approximately $60 million to $70 million downwards. All this will be hopefully mitigated by cost initiatives and we see them throughout the whole value chain and we have again a big program for adjusting this. It goes all the way from power steering initiatives to outsourcing of network operations to tuning of the cost base in general.

Jean Lemardeley - JPMorgan

So I think the 60 million (ph) euro impact this year hopefully mitigated entirely?

Jo Lunder

That's the plan.

Operator

Thank you. Our next question comes from the line of Alex Kazbegi from Renaissance Capital. Your line is open. Please go ahead.

Alex Kazbegi - Renaissance Capital

I had the same questions more or less but just looking in the $5 billion reward savings in Southern Russia that would imply roughly 2.5 percentage point improvement in the EBITDA margin if sort of say, everything else stays more or less the same. I guess you mentioned now the downwards pressure on each of these from the margin side.

So I'm just trying to reconcile again Euro, can you give your outlook for the next three years is essentially EBITDA growth pretty much in line with the revenue. So real improvement in the margin there. So how does that compare with the potential to 2.5%, 3% improvement in the margin in Russia, I guess you're going to lose the margin elsewhere or am I reading this right or how do I interpret that.

And secondly, maybe just a bit on the trajectory probably for the CapEx, again I understand by 2014 is going to be below 15% but currently it's still above 20%. So again what is the next of say three years? Again do we expect gradually to come down, do we expect next three years to be sort of say pretty heavy still and then lower? What is the rough trajectory on that?

Jo Lunder

I think it's difficult to be cost (inaudible) exactly how that EBITDA growth will look like on this coal (ph) but clearly there is enough said in Russia on general cost savings as you rightfully pointed out and as we go forth on gross margins level, that will also of course have EBITDA, two or three improvement in Russia and then the same growth in Italy is probably more difficult to achieve and then we need to take out all other operations in due consideration, Ukraine, CIS, Algeria, Pakistan, Bangladesh being the big operations but then on the objective of an abridged 5% EBITDA growth, the next three years is built on our analysis of how we believe the different markets will develop, where we see the excise and Italy is factored into this average number. So we can potentially go through this more in detail in our face-to-face than on this call I think.

The CapEx, clearly we will see a gradual decrease of CapEx. We won't see a flat CapEx in two years and then in 2014 that does not apply and we will see CapEx revenues gradually decrease due to the level we would like to see that.

Alex Kazbegi - Renaissance Capital

Okay. Finally also in your, given again impairment of same Southeast Asia and in general your view on potentially reviewing those operations on their fixed office in VimpelCom. Any sort of more complete plans in terms in terms are you still happy to continue them? You will be looking to divest them? What is the current sort of plan (ph)?

Jo Lunder

Alex, I think the main line of fixing is how we can best create value for shareholders and what is the best use of capital in the group and the impairment is basically an analysis of how much do we believe the value of these operations are compared to what value they have in our books analyzing the future and analyzing how much capital we will invest in that market and if we potentially could get out of it, impairment was clearly something we believe was in for us to do. So when you look at your normal and (inaudible) we will always compare a capital being used there with the account potentially being used in Russia, its only elsewhere and we will have a pragmatic view on sale of potentially market consolidations as a result again of using capital more efficient and look after (inaudible) specifically.

Operator

Thank you. (Operator Instructions). Our next question comes from the line of Cesar Tiron from Morgan Stanley. Your line is open please go ahead.

Cesar Tiron - Morgan Stanley

I have a question actually on the dealer commissions and the result strategy. So first do you plan to open new stores in Russia in 2012? I think you have an agreement with Euroset to do that if I am correct and if that's the case, how will that impact your P&L. is that G&A or is that outside marketing. And also on those dealer commissions, I thought renegotiated. Do you expect to see a significant declines as to marketing expenses on the back of that or is it not just pushing the payment to the dealers by a few quarters. Thank you.

Jo Lunder

On the distribution strategy, as such I think we would very much like to develop a broad distribution network with independent dealer and that's why we also decided not to acquire Euroset and use that option. Of course some monograms will be necessary to create a balance between our own shops and independent dealers but we would very much likely work with independent dealers and have a good working relationship with them so that's the general thinking around distribution and of course there will be new distribution channels also coming up now with all the opportunities we see on the internet, application etcetera, so you will see internet channels etcetera but the general picture is to work with a broad set of independent dealers and Henk can explain how this will really accounting wise I think.

Henk van Dalen

So accounting wise you will, nobody knows how to find the SG&A but typically under the cost of our directly related to the sales. So variable cost related to the sales.

Operator

(Operator Instructions). Your next question comes from the line of Herve Drouet from HSBC. Your line is open. Please go ahead.

Herve Drouet - HSBC

My first question is are there any other writes-off for both the level, I mean you talked about these optimizations across program. I think you mentioned as well some write-off of handset inventories. I was wondering as well as being impacted Q4 for Russia and my follow-up question is gaining on margins. Just trying to be more specific really with dealer commissions. Can you tell us now if you are currently renegotiating with the dealers, the way basically you are paying them commissions. Is it like some of your competitors are doing on the life of the users is more usage based rather than EU sync card and how much of the percentage of the dealers, the market share you think you would be able to negotiate your commission away. Thank you.

Henk van Dalen

The write-off that I mentioned earlier whilst on profession, that is taken in relation to your operational excellence program or Russia, that probation is $20 million and that is something you normally do and there are optimizations of the organization structure to be expected and that is indeed also the case as was explained by Jo. So to that purpose we have taken a $70 million probation.

Herve Drouet - HSBC

Okay and that's all. So there were no handset inventories write-off or was it included in that number?

Henk van Dalen

No. Those were not included in the number. There were indeed also handset write-offs I do not know the exactly amount. I think it's in the range of $10 million or $5 million but it's not a big amount. So it's not major.

Jo Lunder

I think actually he was talking about margins, remediation of dealers' commission and the answer there is basically that the process has started. We have started to change the structure and the level with some dealers but it's an ongoing process and we would very much like to move in that direction of as I said a couple of times the traffic based payments with no fixed bonuses anymore and the whole mindset I think will have to change in Russia. It’s the churn levels that we are seeing in Russia is unacceptable for such a mature market. So we still live in a little bit of custom acquisition mindset and so that's the reason commissions are paid for every music cover and cost are growing instead of working together with the leaders for retaining customers and developing customers, bringing down share and paying them for the fair amount for the job being done, mainly attract the right customers and retain them for the whole structure on the mind that needs to change and the answer is basically that some changes have happened. Others will happen and I am trying to describe a direction we would like to move in.

Operator

Thank you. Our next question comes from the line of Alex Balakhnin from Goldman Sachs. Your line is open. Please go ahead.

Alex Balakhnin - Goldman Sachs

I have two questions. First is on your competitive stat G&A. when we look at the fuel released part of that there is okay and can probably just clarify what is your competitive stance in the market. Do you think despite the MStar 3GS rates, bring to the market is ready for rationalization effectively and do you think your competitors might follow which and so we help your proximity dynamics there. And my second question is on the subscriber acquisition and just additionally broadly. Your churn rates remain quite high and I'm just wondering what are you doing to reviewing this churn and do you think that the churn reduction overall, additional dates with the subscriber acquisition is possible without any pressure on the possibility in the very near term. Thank you.

Jo Lunder

It was really hard to hear you for some reason. There was lot of background. I heard the second question but the first one was difficult. But the second question, I think I tried to transfer just before you asked yours that churn is too high and churn is driven by the commission structure. So the (inaudible) bringing down churn requires the change in the dealer commission structure. We're working on that and I think I will be a healthy development therefore the market in general because we like certainly being paid for the actually work they do and the cost level of course for the operators will go down to see, get a more balanced value distribution between operators and distributors instead of transfer to mix value right now because of very high customer acquisition activities in a market that is highly penetrated. That I think is what I can say about again distribution commissions and insurance.

Alex Balakhnin - Goldman Sachs

My first question was on the tail-end market, where if you recently raised the prices and I was just wondering if it is possible that the tail-end market is open for high rationality and despite the MTR cuts on the market, do you think that you will be able to increase prices and your competitors will follow. What do you think about that if it is possible or not here?

Jo Lunder

We raised the prices only on certain options, not tariffs and from April actually.

Alex Balakhnin - Goldman Sachs

But do you think your competitors will follow this or it is too premature?

Jo Lunder

I think the trend we see now is very often that competitors are following these initiatives. So I wouldn’t exclude that to happen there.

Operator

Thank you. Our next question comes from the line of Victor Klimovich from VTB Capital. Your line is open. Please go ahead.

Victor Klimovich - VTB Capital

Actually I have two follow-up questions of such questions. First of all coming back to Italy. And so the situation now is that Vodafone is losing market share for some time and don't you expect that there will be some reaction from Vodafone or on your end, Telecom Italia's aggressiveness and I will follow up with a second one later.

Jo Lunder

Yes of course in all markets you have movement, might be that we will not be able to perform within forever in Italy and to be that we will perform better in Russia eventually so of course it's not a static situation but I think we have a great momentum now and I think what Vodafone is a very rational player and I think we don't expect to see them irrationally in a way and I think of our ours behavior in Italy is rational and based on good performance for the right reasons. Most aggressiveness with their own.

Victor Klimovich - VTB Capital

But for several years, you game market share, the expense of bigger players. And last year we saw that mental commentary started to react quite visibly. So don't you think that Vodafone which is within market share can try to gain at least partially like you did in Russia for example.

Jo Lunder

By my experience it was a predictable and very rational and I think also with our REIT pricing that the markets might even see a general improvement in overall possibility. So it's very hard for me to speak on behalf of all the (inaudible) risk about competitors doing thinks you don't expect. Right now I think we'd be price optimistic and have a positive long-term view on Italy.

Victor Klimovich - VTB Capital

And my follow up with regards to churn. So currently as you said, you have very high churn so, what churn level do you target and by how much you think your sales gross ends should go down in Russia. Thank you.

Jo Lunder

Well, first of all I think the churn level is higher than most markets I've seen in all of our markets we are operating in. So I'd like to give starting points for improvement I think. We see churn levels in comparable markets operating around 25%. We see the Russian markets still in the 60 and 70%. So of course it's quite big if it's being done the right way and if we are able to reposition it will happen overnight. I think we have to together our three year plans and we have to set targets for three years and we understand that we have chances and we will fight for betterment and one other things that we will be in Russia in addition to many, many other things if you address the other commissions and churn levels. So it's hard to say if it's going to be extra wide three and six months from now but we would be very disappointed if we don't see a trend shift or churn in Russia over the next couple of years.

Victor Klimovich - VTB Capital

Couple of years?

Jo Lunder

I am talking about a three year plan and then I'm saying that, it's right. So of course we will see improvements before that but I am talking about the trend line and for that reason I used a couple of years, but you will see improvements before that here.

Victor Klimovich - VTB Capital

But when you mentioned 25% is this your kind of long term target for the Russian business in terms of trend of should it.

Jo Lunder

No, no because it's – this will also depend on the other players in the market and it's very hard to set such a target without seeing how the total markets developed, it might be that the market will stabilize at the higher level for different reasons. So it is very hard to set such a hard target before you see the trend starting to shift. So I use 25 as an example for the level we see in other markets and I don’t see any reasons why recession come down on that but of course as I said it's hard to give us a hard number and this part to I think it's not the right such a target right now, we need to also look at what other players in the market are doing.

Operator

Thank you. Our next question comes from the line of Dalibor Vavruska from Citi Group. Your line is open. Please go ahead.

Dalibor Vavruska - Citi Group

Just two brief questions, one is around technical, I mean I know you have said that we should be discussing the provisions at Orascom Call. But still I mean I am just wondering, you have this Orascom holding and other experience of $65 million in the fourth quarter. Did you say it is around 30 of this is one off in the Orascom, I was wondering what is because this is now a cost for you as well as for Orascom so I am just starting to understand what exactly is this cost for 65 million line, the foot note is saying it's mostly related to contingent liabilities so I am just wondering what debt cost is as it is with I assume your accounts as well.

And my second question is sort of going back to the discussion on margins, I mean we have seen in quite a number of countries we have seen a decline in the margin quarter-to-quarter that doesn’t include Russia only but Ukraine for example because I have some and some of the Orascom countries.

I mean can you just say whether there is some trend in declining this margin. So whether this development whether there is someone offs and maybe in some of the numbers we know that there are some one offs in the Russia so there may be someone offs in some other countries as well or how do you see this margins especially in the countries where they declined quarter in quarter in Q4 developing further. Thank you.

Henk van Dalen

Indeed on your first question the amount that we mention, that I mentioned somewhat earlier in the 25 million to 30 million and that mainly has to do with costs that are related to the integration of our Orascom into VimpelCom. There are of course certain costs also related to change of control cost that are part of that. So these are all elements that we have counted for in that context. The early element, will certainly will explained I am sure in the call at (inaudible) has to do with a competition with X provisioned and for prior years.

So that will be there while later with then of course (inaudible) in platform or EBITDA.

Jo Lunder

Dalibor let me try to talk about your question about overall trend on margins, you mentioned you (inaudible) unless you Orascom of ’12 as well. I think if we look and I think this is not related to VimpleCom but I think we will still see some pressure on our average price in the net in a few markets in transition off from voice messaging into data and data is still good margins but it's not sort of kicking in the weighted average of the revenue mix.

Yes so for that reason I think we have to address the quest space going forward and that’s why I said all in my value generally that if you have free building blocks we have the trustable growth that needs to address the gross margin and everything related to that and then we need to address operational excellence and look at our cost space and how we work more effectively and then the third one is capital efficiency.

So I think it's in order to drive EBITDA growth here, we also need to look at the underlying cost base of all of our operations and we are very focused on this and there are I don’t think it's necessarily a trend but it's clearly a situation that requires focus on more than just on growth but required focus on more effective use of resources and overall cost I think that’s the best answer I can give you and this is, this relates to through the some operations as well.

That been said of course a few of these operations have a very strong underlying, accessibility and we are driving also now a CapEx down as follow the plan and cash flow is coming out of these operations will be quite substantial.

So we think we have a good asset class based to work from and I think well that said we understand what we need to do in the next three years.

Dalibor Vavruska - Citi Group

And so if I can just very quickly to just add on this, if I compare profitability for example these are the trends in Ukraine with your main competitor. I mean I see in the fourth quarter some decline in competitors kind of stable, I mean is there anything in addition to the trend or is perhaps NCR is applying some of the cost savings measures that you want to apply next year or can you possibly the difference.

Jo Lunder

I don’t think there are one offs that we really is impacting the picture because then we would have reported on them. So this is the dynamic in the competitive landscape and as I said we will work hard to stabilize and grow profitability going forward and as I said also I think in my March interview we have quite high at the targeting (inaudible) in the last quarter and these typical seasonal promotions I don’t exactly what NTS (ph) with respect to that I think before quarter.

And of course also e have a growing share of mobile businesses that have influenced the overall margin and also I said higher SG&A some increase through technical cost and it was driven by inflation through that (inaudible) for Ford and Fiesta (inaudible) but again it's I don’t know exactly how – market activities took place in the fourth quarter that our risks were clearly impacted without the typing cost and seasonable promotions and then a limber of the mix of the memo about high margin business.

Operator

Thank you. And our next question comes from the line of Tibor Bokor from ING Bank. Your line is open. Please go ahead.

Tibor Bokor - ING Bank

I was wondering if you could give us update on the build out of the 3G network in Russia mainly the CapEx rates in Russia I assume most of that was directed into the 3G list in FTP, so if you just could confirm that and how far from your target are you in terms of penetration of the target markets that you highlighted at the priority in terms of the 3G build-out and separately to this 4G tender is expected to be launched any time in Russia. Are your – is your 3G network sort of 4G ready, so the upgrades to potential 4G would be relatively low CapEx. Thank you.

Jo Lunder

I think when you look to Russia and 3G we see and TS as a benchmark for those 3G base stations needed to have a high quality network and the plan is basically to catch our study on the this year and the CapEx for levels we have communicated is reflecting, that target and I think that’s achievable and as you said the 3G is clearly now taking into consideration that there will be a 4G play in Russia as well so that’s part of the overall plan and when it comes to LTE we expect that there will be a (inaudible) contest in the lower band probably in the first half of 2012 and we are believe we have a good chance of winning one of the four locks that will be contested.

Tibor Bokor - ING Bank

And quick technical question on the value added services as a percentage of mobile service revenues in Russia, can you update us, basically the question is you have a very strong growth in fourth quarter in terms of the mobile service revenue. How much was coming from voice and how much from value added services?

Jo Lunder

That one I need to come back to you on actually because I don’t want to go give you the wrong information but there was no trend shift, what you saw in the third quarter continually in the fourth, I am concerned but I need to go back and relook at that. If you come back then you don’t have to after this meeting we will give you an answer on that.

Operator

Thank you. Ladies and gentlemen this does conclude our question and answer period for today. And I would now like to turn the conference back over to Jo Lunder for any closing remarks.

Jo Lunder

Okay. Thank you so much everybody for participating. I hope you were able to take down our numbers and as I said in my intro we are quite optimistic about the future. We have a robust business that grew organically year-over-year, stably this year. A good underlying customer, no big immediate refinancing needs through all market positions in many good markets and good support I think from our shareholders as well.

So, we look forward, we understand what their challenges are and I think hope so we have to put together now a three year plan and a value gender that everyone is lining up behind shareholders throughout the board, top management and the business units have and hopefully we will be able to create value for shareholders going forward and I thank you for participating. I thank you for all the questions and of course we always when we meet or additional questions and we will coordinate everything and I think you will find our contact details on the web or in earnings listed. So thank you very much everybody.

Operator

Ladies and gentlemen and thank for your participation in today’s conference. This does conclude the program and you may all disconnect. Have a great rest of the day.

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