UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Dated as of May 7, 2003
NETIA HOLDINGS S.A.
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(Translation of registrant's name into English)
UL. POLECZKI 13
02-822 WARSAW, POLAND
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(Address of principal executive office)
[Indicate by check mark whether the registrant files or will file annual reports
under cover of Form 20-F or Form 40-F.]
Form 20-F |X| Form 40-F |_|
[Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.] Yes |_| No |X|
EXPLANATORY NOTE
Attached are the following items:
1. Press Release, dated April 24, 2003.
2. Press Release, dated April 25, 2003.
3. Press Release, dated April 28, 2003.
4. Press Release, dated April 28, 2003.
5. Press Release, dated April 29, 2003.
6. Press Release, dated April 30, 2003.
7. Press Release, dated May 6, 2003.
This current report on Form 6-K is hereby incorporated by reference into our
Registration Statement on Form F-3 filed with the Securities and Exchange
Commission on May 9, 2001 (File No. 333-13480).
netia
FOR IMMEDIATE RELEASE
- ---------------------
Contact: Anna Kuchnio (IR)
+48-22-330-2061
Jolanta Ciesielska (Media)
+48-22-330-2407
Netia
- or -
Mark Walter
Taylor Rafferty, London
+44-(0)20-7936-0400
- or -
Abbas Qasim
Taylor Rafferty, New York
212-889-4350
CHANGES TO NETIA'S POLISH PROSPECTUS
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WARSAW, Poland - April 24, 2003 - Netia Holdings S.A. ("Netia") (WSE: NET,
NET2), Poland's largest alternative provider of fixed-line telecommunications
services, today announced that pursuant to a decision dated April 22, 2003, the
Polish Securities and Exchange Commission granted its consent to introduce the
following amendments to Netia's Polish Prospectus, dated April 17, 2002,
prepared under Polish law in connection with the issuance of warrants and series
J shares and series K shares and made available in Poland on December 2, 2002
(the "Prospectus"):
In Chapter I of the Prospectus the following new section 3.3.11 shall be added:
3.3.11 Restrictions of Rights of U.S. Persons
"The Series I and II Notes and Subscription Warrants offer constitutes a public
offer for the purposes of the United States law and is not subject to any
general registration exemptions under the United States law. In order to benefit
from registration exemptions in the United States, certain rights attached to
the Subscription Warrants shall be restricted. In particular, U.S. Persons
holding Subscription Warrants shall not, save for limited exceptions under the
Securities Act, be able to exercise the right to subscribe for Series J Shares
resulting from the Subscription Warrants and will not be able to transfer the
rights attaching to Subscription Warrants unless in offshore transactions which
comply with the Regulation S under the Securities Act or transactions made
pursuant to registration exemptions under Rule 144 and 144A under the Securities
Act or any other exemptions under the Securities Act (see the discussion in
section 23.2.1 of Chapter III). Those restrictions shall no longer apply if the
Series J Shares and the Subscription Warrants are registered with the SEC. As of
March 28, 2003, the Company is not able to state if the Series J Shares and
Subscription Warrants are going to be registered. Consequently, there is a
possibility that the rights of U.S. Persons will be permanently restricted."
In Chapter III of the Prospectus the following sections shall have a new wording
as provided below:
23.2.1 General Information on Subscription Warrants
"Each Series I and Series II Note confers the right to subscribe for two Series
J Shares:
- - one Share within two years from the Series I and Series II Notes issue
date,
- - the other Share within three years from the Series I and Series II Notes
issue date.
The right to subscribe for one Series J Share which is related to the Series I
and Series II Notes and is to be subsequently separated from them constitutes
Subscription Warrants, and:
- - a warrant which confers the right to subscribe for the Series J Shares
within two years from the Series I and Series II Notes issue date shall be
a Two-Year Subscription Warrant.
- - a warrant which confers the right to subscribe for the Series J Shares
within three years from the Series I and Series II Notes issue date shall
be a Three-Year Subscription Warrant. One Subscription Warrant confers the
right to subscribe for one Series J Share.
The persons entitled to acquire the Subscription Warrants Separated from Series
I and Series II Notes are the Entitled Shareholders, i.e. those shareholders who
hold the company's shares on the date immediately preceding the date of the
opening of the subscription for the Series H Shares. The entitled persons shall
acquire the subscription Warrants Separated from the Series I and Series II
Notes free of charge, on the terms described in this Chapter.
The Subscription Warrants, as transferable property rights attached to
securities, are securities within the meaning of Art. 3 section 2 of the Law on
Public Trading in Securities.
No collateral has been established on the Subscription Warrants. Neither do they
incorporate any preferences or obligations to perform additional services.
As at the Prospectus date, no contractual limitations exist with respect to the
transfer of rights attached to the Subscription Warrants.
Until the Series J Shares and the Subscription Warrants are registered with the
SEC (if at all), the U.S. Persons who hold the Subscription Warrants will not be
entitled to:
- - exercise the right to subscribe for Series J Shares resulting from each
Subscription Warrant, except for the cases when the exercise of such rights
by certain U.S. Persons is admissible under the Securities Act or other
laws of the United States of America;
- - offer, sell, encumber, transfer for security or otherwise assign the rights
to the Subscription Warrants, unless: (a) in an offshore transaction which
complies with Regulation S under the Securities Act; (b) pursuant to an
exemption from registration under Rule 144 or 144A under the Securities
Act; or (c) pursuant to another exemption from registration under the
Securities Act
The Management Board shall notify if Netia registers Series J Shares and the
Subscription Warrants with the SEC within 2 days of such registration."
23.2.2.1 Persons Entitled to the Right to Obtain the Subscription Warrants
Attached to Series I Notes
"The persons entitled to acquire the Subscription Warrants Separated from Series
I Notes shall be the Entitled Shareholders, i.e. those Netia shareholders who
held the Shares recorded in their securities accounts or, in such Entitled
Shareholders' name, in the register of the Issue Sponsor, at the end of the day
immediately preceding the opening of the subscription for Series H Shares.
The Subscription Warrants attached to Series I Notes shall be acquired by the
Entitled Shareholders upon the crediting of the Subscription Warrants to such
Entitled Shareholders' securities accounts or, in their name, to the Issue
Sponsor's register, as stipulated in the Prospectus.
The legal basis for transferring the Subscription Warrants in secondary trading
to the Entitled Shareholders shall be the permit issued under Art. 93 of the Law
on the Public Trading in Securities (see section 23.2.2.3 of this Chapter).
In the event the securities account in which the Shares were recorded on the
date on which the right to obtain the Subscription Warrants attached to Series I
Notes was determined has been closed, the Subscription Warrants shall be
recorded in such person's name in the Issue Sponsor's account.
The entitled persons should note that their right to transfer the Subscription
Warrants and exercise the right to subscribe for the Series J Shares attached
thereto may be restricted between the date of receiving the Subscription
Warrants and the date of registering them with the SEC (if at all). For a
detailed description of the limitations, see section 23.2.1 above."
23.2.2.8 Persons Entitled to Submit Applications
"The persons entitled to submit Applications shall be the Entitled Shareholders,
i.e. those Netia shareholders who held the Shares recorded in their securities
accounts or, in such Entitled Shareholders' name, in the register of the Issue
Sponsor, at the end of the day immediately preceding the opening of the
subscription for Series H shares. The Subscription Warrants Separated from
Series II Notes shall be acquired by the Entitled Shareholders upon the
crediting of the Subscription Warrants to such Entitled Shareholders' respective
securities accounts or, in their name, to the Issue Sponsor's register, based on
such Entitled Shareholders' respective Applications and under the Prospectus and
the terms and conditions of the Application stipulated in the Prospectus.
The Subscription Warrants which are transferred following the filing of the
Application shall be subject to the restrictions stipulated in section 23.2.1
above related to transferring such Subscription Warrants and exercising the
right to subscribe for Series J Shares attached thereto."
23.2.3 Exercise of Rights Attached to the Subscription Warrants
"Subscription Warrants entitle their holders to subscribe for Series J Shares at
any time within:
- - two years from the issue of Series I and Series II Notes - in the case of
Two-Year Subscription Warrants,
- - three years from the issue of Series I and Series II Notes - in the case of
Three-Year Subscription Warrants, at a fixed price, in accordance with the
rules for distribution of Series J Shares.
Subscription orders for Series J Shares, constituting the exercise of rights
conferred by Subscription Warrants, shall be accepted by the brokerage houses
maintaining the securities accounts in which the Subscription Warrants are held,
or based on a deposit certificate issued by an entity other than a brokerage
house which maintains the securities account. Brokerage houses shall submit the
received and accepted orders to the Polish NDS, which shall, on the Issuer's
behalf, deliver an appropriate number of Series J Shares by crediting such
Series J Shares to the entitled person's securities account in the NDS and
simultaneously cancel the same number of the relevant Subscription Warrants in
such person's account.
The holders of Subscription Warrants attached to the Series I and II Notes shall
be persons entitled to subscribe for the Series J Shares.
Detailed rules governing subscription for the Series J Shares have been set out
in Section 24.3 of this Chapter.
Until the Series J Shares and the Subscription Warrants are registered with the
SEC (if at all), the U.S. Persons who hold the Subscription Warrants will not be
entitled to:
- - exercise the right to subscribe for Series J Shares resulting from each
Subscription Warrant, except for the cases when the exercise of such rights
by certain U.S. Persons is admissible under the Securities Act or other
laws of the United States of America;
- - offer, sell, encumber, transfer for security or otherwise assign the rights
to the Subscription Warrants, unless: (a) in an offshore transaction which
complies with Regulation S under the Securities Act; (b) pursuant to an
exemption from registration under Rule 144 or 144A under the Securities
Act; or (c) pursuant to another exemption from registration under the
Securities Act.
The Management Board shall notify if Netia registers Series J Shares and the
Subscription Warrants with the SEC within 2 days of such registration."
24.3.1 Persons Entitled to Acquire Series J Shares
"The persons entitled to subscribe for Series J Shares shall be the persons who
hold the Subscription Warrants attached to Series I and Series II Notes recorded
in their securities accounts or, in such their name, in the register of the
Issue Sponsor.
Until the Series J Shares and the Subscription Warrants are registered with the
SEC (if at all), the U.S. Persons who hold the Subscription Warrants will not be
entitled to:
- - exercise the right to subscribe for Series J Shares resulting from each
Subscription Warrant, except for the cases when the exercise of such rights
by certain U.S. Persons is admissible under the Securities Act or other
laws of the United States of America;
- - offer, sell, encumber, transfer for security or otherwise assign the rights
to the Subscription Warrants, unless: (a) in an offshore transaction which
complies with Regulation S under the Securities Act; (b) pursuant to an
exemption from registration under Rule 144 or 144A under the Securities
Act; or (c) pursuant to another exemption from registration under the
Securities Act.
The Management Board shall notify if Netia registers Series J Shares and the
Subscription Warrants with the SEC within 2 days of such registration."
In Chapter IX the following definition shall be added to Schedule No. 6
Definitions and Abbreviations:
"U.S. Person" means (i) any natural person resident in the United States, (ii)
any partnership or corporation organized or incorporated under the laws of the
United States, (iii) any estate of which any executor or administrator is a U.S.
person, (iv) any trust of which any trustee is a U.S. person, (v) any agency or
branch of a foreign entity located in the United States, (vi) any
non-discretionary account or similar account (other than an estate or trust)
held by a dealer or other fiduciary for the benefit or account of a U.S. person,
(vii) any discretionary account or similar account (other than an estate or
trust) held by a dealer or other fiduciary organized, incorporated, or (if an
individual) resident in the United States, and (viii) any partnership or
corporation if (A) organized or incorporated under the laws of any foreign
jurisdiction and (B) formed by a U.S. person principally for the purpose of
investing in securities not registered under the U.S. Securities Act, unless it
is organized or incorporated, and owned, by accredited investors (as defined in
Rule 501(a) of the U.S. Securities Act) who are not natural persons, estates or
trusts."
Netia also stated that on April 14, 2003, the Company made publicly available an
Exhibit to the Prospectus which contains: (i) consolidated and stand-alone
annual reports for the year ended December 31, 2002 prepared in accordance with
Polish Accounting Standards; (ii) the extended consolidated fourth quarter 2002
report prepared in accordance with Polish Accounting Standards; (iii) the
consolidated financial statements for the year ended December 31, 2002 prepared
in accordance with International Accounting Standards and previously submitted
with the U.S. Securities and Exchange Commission; and (iv) all information
publicly disclosed between December 2, 2002 and April 10, 2003 in accordance
with the requirements of the Polish Law on Public Trading in Securities dated
August 21, 1997 (as amended and restated).
Some of the information contained in this news release contains forward-looking
statements. Readers are cautioned that any such forward-looking statements are
not guarantees of future performance and involve risks and uncertainties, and
that actual results may differ materially from those in the forward-looking
statements as a result of various factors. For a more detailed description of
these risks and factors, please see Netia's filings with the Securities and
Exchange Commission, including its Annual Report on Form 20-F filed with the
Commission on March 28, 2002, its Current Report on Form 6-K filed with the
Commission on April 3, 2002, its Current Reports on Forms 6-K filed with the
Commission on May 6, 2002, its Current Report on Form 6-K filed with the
Commission on May 7, 2002, its Current Report on Form 6-K filed with the
Commission on May 20, 2002, its Current Report on Form 6-K filed with the
Commission on May 24, 2002, its Current Report on Form 6-K filed with the
Commission on June 28, 2002, its Current Report on Form 6-K filed with the
Commission on July 2, 2002, its Current Report on Form 6-K filed with the
Commission on July 31, 2002, and its Current Report on Form 6-K filed with the
Commission on August 2, 2002, its Current Reports on Form 6-K filed with the
Commission on August 6, 2002, its Current Report on Form 6-K filed with the
Commission on August 9, 2002, its Current Report on Form 6-K filed with the
Commission on August 15, 2002 its Current Report on Form 6-K filed with the
Commission on August 16, 2002, its Current Report on Form 6-K filed with the
Commission on August 28, 2002, its Current Report on Form 6-K filed with the
Commission on August 30, 2002, its Current Report on Form 6-K filed with the
Commission on September 16, 2002, its Current Report on Form 6-K filed with the
Commission on September 20, 2002, its Current Report on Form 6-K filed with the
Commission on September 24, 2002, its Current Report on Form 6-K filed with the
Commission on October 1, 2002, its Current Report on Form 6-K filed with the
Commission on October 15, 2002, its Current Report on Form 6-K filed with the
Commission on October 17, 2002, its Current Report on Form 6-K filed with the
Commission on October 22, 2002, its Current Report on Form 6-K filed with the
Commission on October 25, 2002, its Current Report on Form 6-K filed with the
Commission on November 5, 2002, its Current Report on Form 6-K filed with the
Commission on November 5, 2002, its Current Report on Form 6-K filed with the
Commission on November 6, 2002, its Current Report on Form 6-K filed with the
Commission on November 18, 2002 , its Current Report on Form 6-K filed with the
Commission on November 21, 2002, its Current Reports on Form 6-K filed with the
Commission on December 3, 2002, its Current Reports on Form 6-K filed with the
Commission on December 10, 2002, its Current Report on Form 6-K filed with the
Commission on December 23, 2002, its Current Report on Form 6-K filed with the
Commission on January 8, 2003, its Current Report on Form 6-K filed with the
Commission on January 16, 2003, its Current Report on Form 6-K filed with the
Commission on January 29, 2003, its Current Report on Form 6-K filed with the
Commission on February 3, 2003, its Current Report on Form 6-K filed with the
Commission on February 13, 2003, its Current Report on Form 6-K filed with the
Commission on February 14, 2003, its Current Report on Form 6-K filed with the
Commission on February 25, 2003, its Current Report on Form 6-K filed with the
Commission on March 10, 2003, its Current Report on Form 6-K filed with the
Commission on March 18, 2003, and its Current Report on Form 6-K filed with the
Commission on April 8, 2003. Netia undertakes no obligation to publicly update
or revise any forward-looking statements.
FOR IMMEDIATE RELEASE
- ---------------------
Contact: Anna Kuchnio (IR)
+48-22-330-2061
Jolanta Ciesielska (Media)
+48-22-330-2407
Netia
-or-
Mark Walter
Taylor Rafferty, London
+44-(0)20-793 6-0400
-or-
Abbas Qasim
Taylor Rafferty, New York
212-889-4350
NETIA ENGAGES IN TRANSACTION WITH AN AFFILIATE
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WARSAW, Poland - April 25, 2003 - Netia Holdings S.A. ("Netia") (WSE: NET,
NET2), Poland's largest alternative provider of fixed-line telecommunications
services, announced today that in connection with the contemplated internal
consolidation of the Netia group companies and pursuant to the option agreement
dated December 17, 1996, on April 24, 2003, Netia bought from Mr. Andrzej
Radziminski, member of its Supervisory Board, 21 shares, PLN 50 par value per
share of Telko Sp. z o.o. ("Telko") with its seat in Warsaw, constituting 26.25%
of Telko's share capital and representing 13.29% of the voting power at Telko's
general meeting of shareholders. Total consideration paid was PLN 1,050. Netia
financed the transaction from its own capital.
Following consummation of this acquisition, Netia will own 60 shares of Telko
constituting 75% of Telko's share capital representing 87.34% of Telko's voting
power. Telko does not conduct any telecommunications services.
Some of the information contained in this news release contains forward-looking
statements. Readers are cautioned that any such forward-looking statements are
not guarantees of future performance and involve risks and uncertainties, and
that actual results may differ materially from those in the forward-looking
statements as a result of various factors. For a more detailed description of
these risks and factors, please see Netia's filings with the Securities and
Exchange Commission, including its Annual Report on Form 20-F filed with the
Commission on March 28, 2002, its Current Report on Form 6-K filed with the
Commission on April 3, 2002, its Current Reports on Forms 6-K filed with the
Commission on May 6, 2002, its Current Report on Form 6-K filed with the
Commission on May 7, 2002, its Current Report on Form 6-K filed with the
Commission on May 20, 2002, its Current Report on Form 6-K filed with the
Commission on May 24, 2002, its Current Report on Form 6-K filed with the
Commission on June 28, 2002, its Current Report on Form 6-K filed with the
Commission on July 2, 2002, its Current Report on Form 6-K filed with the
Commission on July 31, 2002, and its Current Report on Form 6-K filed with the
Commission on August 2, 2002, its Current Reports on Form 6-K filed with the
Commission on August 6, 2002, its Current Report on Form 6-K filed with the
Commission on August 9, 2002, its Current Report on Form 6-K filed with the
Commission on August 15, 2002 its Current Report on Form 6-K filed with the
Commission on August 16, 2002, its Current Report on Form 6-K filed with the
Commission on August 28, 2002, its Current Report on Form 6-K filed with the
Commission on August 30, 2002, its Current Report on Form 6-K filed with the
Commission on September 16, 2002, its Current Report on Form 6-K filed with the
Commission on September 20, 2002, its Current Report on Form 6-K filed with the
Commission on September 24, 2002, its Current Report on Form 6-K filed with the
Commission on October 1, 2002, its Current Report on Form 6-K filed with the
Commission on October 15, 2002, its Current Report on Form 6-K filed with the
Commission on October 17, 2002, its Current Report on Form 6-K filed with the
Commission on October 22, 2002, its Current Report on Form 6-K filed with the
Commission on October 25, 2002, its Current Report on Form 6-K filed with the
Commission on November 5, 2002, its Current Report on Form 6-K filed with the
Commission on November 5, 2002, its Current Report on Form 6-K filed with the
Commission on November 6, 2002, its Current Report on Form 6-K filed with the
Commission on November 18, 2002 , its Current Report on Form 6-K filed with the
Commission on November 21, 2002, its Current Reports on Form 6-K filed with the
Commission on December 3, 2002, its Current Reports on Form 6-K filed with the
Commission on December 10, 2002, its Current Report on Form 6-K filed with the
Commission on December 23, 2002, its Current Report on Form 6-K filed with the
Commission on January 8, 2003, its Current Report on Form 6-K filed with the
Commission on January 16, 2003, its Current Report on Form 6-K filed with the
Commission on January 29, 2003, its Current Report on Form 6-K filed with the
Commission on February 3, 2003, its Current Report on Form 6-K filed with the
Commission on February 13, 2003, its Current Report on Form 6-K filed with the
Commission on February 14, 2003, its Current Report on Form 6-K filed with the
Commission on February 25, 2003, its Current Report on Form 6-K filed with the
Commission on March 10, 2003, its Current Report on Form 6-K filed with the
Commission on March 18, 2003, its Current Report on Form 6-K filed with the
Commission on April 8, 2003 and its Current Report on Form 6-K filed with the
Commission on April 24, 2003. Netia undertakes no obligation to publicly update
or revise any forward-looking statements.
FOR IMMEDIATE RELEASE
- ---------------------
Contact: Anna Kuchnio (IR)
+48-22-330-2061
Jolanta Ciesielska (Media)
+48-22-330-2407
Netia
-or-
Mark Walter
Taylor Rafferty, London
+44-(0)20-793 6-0400
-or-
Abbas Qasim
Taylor Rafferty, New York
212-889-4350
NETIA ANNOUNCES SUBSCRIPTION DATES FOR SERIES I, II AND III NOTES
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WARSAW, Poland - April 28, 2003 - Netia Holdings S.A. ("Netia") (WSE: NET,
NET2), Poland's largest alternative provider of fixed-line telecommunications
services, today announced that on April 25, 2003 pursuant to Resolution no. 2 of
the Extraordinary Shareholders' Meeting, dated April 4, 2002, Netia's Management
Board and Supervisory Board adopted resolutions regarding approval of the
detailed terms of issuance of its series I, II and III notes (the "Notes")
offered pursuant to Netia's Prospectus, dated April 17, 2002, prepared under
Polish law and made available in Poland on December 2, 2002 (the "Prospectus").
The subscription for the Notes will commence on April 29, 2003 at 8:00 a.m. CET
and close on April 29, 2003 at 6:00 p.m. CET or immediately after subscription
by all eligible parties.
Series I and II notes will be subscribed for by Netia Holding Incentive Share
Company and will be issued with detachable subscription warrants that will be
subsequently transferred to Netia shareholders of record as of December 22,
2002. The series III notes are issued in connection with the Netia incentive
stock option plan adopted by Netia's Supervisory Board on June 28, 2002, as
subsequently amended. The series III notes will be subscribed for by a servicing
underwriter.
The Notes are being issued in order to facilitate the issuance of the
subscription warrants and implementation of the stock option plan and will not
give rise to substantial long- or medium-term debt of Netia.
Some of the information contained in this news release contains forward-looking
statements. Readers are cautioned that any such forward-looking statements are
not guarantees of future performance and involve risks and uncertainties, and
that actual results may differ materially from those in the forward-looking
statements as a result of various factors. For a more detailed description of
these risks and factors, please see Netia's filings with the Securities and
Exchange Commission, including its Annual Report on Form 20-F filed with the
Commission on March 28, 2002, its Current Report on Form 6-K filed with the
Commission on April 3, 2002, its Current Reports on Forms 6-K filed with the
Commission on May 6, 2002, its Current Report on Form 6-K filed with the
Commission on May 7, 2002, its Current Report on Form 6-K filed with the
Commission on May 20, 2002, its Current Report on Form 6-K filed with the
Commission on May 24, 2002, its Current Report on Form 6-K filed with the
Commission on June 28, 2002, its Current Report on Form 6-K filed with the
Commission on July 2, 2002, its Current Report on Form 6-K filed with the
Commission on July 31, 2002, and its Current Report on Form 6-K filed with the
Commission on August 2, 2002, its Current Reports on Form 6-K filed with the
Commission on August 6, 2002, its Current Report on Form 6-K filed with the
Commission on August 9, 2002, its Current Report on Form 6-K filed with the
Commission on August 15, 2002 its Current Report on Form 6-K filed with the
Commission on August 16, 2002, its Current Report on Form 6-K filed with the
Commission on August 28, 2002, its Current Report on Form 6-K filed with the
Commission on August 30, 2002, its Current Report on Form 6-K filed with the
Commission on September 16, 2002, its Current Report on Form 6-K filed with the
Commission on September 20, 2002, its Current Report on Form 6-K filed with the
Commission on September 24, 2002, its Current Report on Form 6-K filed with the
Commission on October 1, 2002, its Current Report on Form 6-K filed with the
Commission on October 15, 2002, its Current Report on Form 6-K filed with the
Commission on October 17, 2002, its Current Report on Form 6-K filed with the
Commission on October 22, 2002, its Current Report on Form 6-K filed with the
Commission on October 25, 2002, its Current Report on Form 6-K filed with the
Commission on November 5, 2002, its Current Report on Form 6-K filed with the
Commission on November 5, 2002, its Current Report on Form 6-K filed with the
Commission on November 6, 2002, its Current Report on Form 6-K filed with the
Commission on November 18, 2002 , its Current Report on Form 6-K filed with the
Commission on November 21, 2002, its Current Reports on Form 6-K filed with the
Commission on December 3, 2002, its Current Reports on Form 6-K filed with the
Commission on December 10, 2002, its Current Report on Form 6-K filed with the
Commission on December 23, 2002, its Current Report on Form 6-K filed with the
Commission on January 8, 2003, its Current Report on Form 6-K filed with the
Commission on January 16, 2003, its Current Report on Form 6-K filed with the
Commission on January 29, 2003, its Current Report on Form 6-K filed with the
Commission on February 3, 2003, its Current Report on Form 6-K filed with the
Commission on February 13, 2003, its Current Report on Form 6-K filed with the
Commission on February 14, 2003, its Current Report on Form 6-K filed with the
Commission on February 25, 2003, its Current Report on Form 6-K filed with the
Commission on March 10, 2003, its Current Report on Form 6-K filed with the
Commission on March 18, 2003, its Current Report on Form 6-K filed with the
Commission on April 8, 2003 and its Current Report on Form 6-K filed with the
Commission on April 24, 2003. Netia undertakes no obligation to publicly update
or revise any forward-looking statements.
FOR IMMEDIATE RELEASE
- ---------------------
Contact: Anna Kuchnio (IR)
+48-22-330-2061
Jolanta Ciesielska (Media)
+48-22-330-2407
Netia
- or -
Mark Walter
Taylor Rafferty, London
+44-(0)20-7936-0400
- or -
Abbas Qasim
Taylor Rafferty, New York
212-889-4350
NETIA SIGNS SERVICE UNDERWRITING AGREEMENT WITH CDM PEKAO S.A.
- --------------------------------------------------------------
WARSAW, Poland - April 28, 2003 - Netia Holdings S.A. ("Netia") (WSE: NET,
NET2), Poland's largest alternative provider of fixed-line telecommunications
services, announced today that on April 28, 2003 Netia entered into a service
underwriting agreement (the "Agreement") with CDM Pekao S.A. ("CDM"). Pursuant
to the Agreement, CDM, acting as a servicing underwriter, shall subscribe for
18,373,785 series III notes with pre-emptive rights to subscribe for Netia's
series K shares (the "Notes"). The Agreement has been entered into in order to
implement Netia's stock option plan adopted by the Supervisory Board on June 28,
2002, as amended (the "Stock Option Plan"). The Notes shall be subscribed for by
CDM for a price equal to the nominal value of PLN 0.01 per Note, in total, PLN
183,737.65. Pursuant to the Agreement, option holders who are entitled to
subscribe for the series K shares under the Stock Option Plan (the "Option
Holders") shall subscribe for the Notes for their nominal value through CDM, as
the servicing underwriter. In order to secure Netia's obligation to purchase
from CDM the Notes which have not been subscribed for by the Option Holders,
Netia shall make a deposit of PLN 183,373.85 with CDM. The Agreement is subject
to the condition precedent that Netia's management board allocate the Notes to
CDM and Netia pays the security deposit. The Agreement will be in effect until
the Option Holders subscribe for all the Notes, but in any case, not later than
until December 31, 2007. For the services rendered by CDM, Netia will pay a
quarterly fee of PLN 20,000. The Agreement may be terminated by either party
upon three months notice effective at the end of the next quarter.
The Notes are being issued in order to facilitate the implementation of the
stock option plan and will not give rise to substantial long- or medium-term
debt of Netia.
Some of the information contained in this news release contains forward-looking
statements. Readers are cautioned that any such forward-looking statements are
not guarantees of future performance and involve risks and uncertainties, and
that actual results may differ materially from those in the forward-looking
statements as a result of various factors. For a more detailed description of
these risks and factors, please see Netia's filings with the Securities and
Exchange Commission, including its Annual Report on Form 20-F filed with the
Commission on March 28, 2002, its Current Report on Form 6-K filed with the
Commission on April 3, 2002, its Current Reports on Forms 6-K filed with the
Commission on May 6, 2002, its Current Report on Form 6-K filed with the
Commission on May 7, 2002, its Current Report on Form 6-K filed with the
Commission on May 20, 2002, its Current Report on Form 6-K filed with the
Commission on May 24, 2002, its Current Report on Form 6-K filed with the
Commission on June 28, 2002, its Current Report on Form 6-K filed with the
Commission on July 2, 2002, its Current Report on Form 6-K filed with the
Commission on July 31, 2002, and its Current Report on Form 6-K filed with the
Commission on August 2, 2002, its Current Reports on Form 6-K filed with the
Commission on August 6, 2002, its Current Report on Form 6-K filed with the
Commission on August 9, 2002, its Current Report on Form 6-K filed with the
Commission on August 15, 2002 its Current Report on Form 6-K filed with the
Commission on August 16, 2002, its Current Report on Form 6-K filed with the
Commission on August 28, 2002, its Current Report on Form 6-K filed with the
Commission on August 30, 2002, its Current Report on Form 6-K filed with the
Commission on September 16, 2002, its Current Report on Form 6-K filed with the
Commission on September 20, 2002, its Current Report on Form 6-K filed with the
Commission on September 24, 2002, its Current Report on Form 6-K filed with the
Commission on October 1, 2002, its Current Report on Form 6-K filed with the
Commission on October 15, 2002, its Current Report on Form 6-K filed with the
Commission on October 17, 2002, its Current Report on Form 6-K filed with the
Commission on October 22, 2002, its Current Report on Form 6-K filed with the
Commission on October 25, 2002, its Current Report on Form 6-K filed with the
Commission on November 5, 2002, its Current Report on Form 6-K filed with the
Commission on November 5, 2002, its Current Report on Form 6-K filed with the
Commission on November 6, 2002, its Current Report on Form 6-K filed with the
Commission on November 18, 2002 , its Current Report on Form 6-K filed with the
Commission on November 21, 2002, its Current Reports on Form 6-K filed with the
Commission on December 3, 2002, its Current Reports on Form 6-K filed with the
Commission on December 10, 2002, its Current Report on Form 6-K filed with the
Commission on December 23, 2002, its Current Report on Form 6-K filed with the
Commission on January 8, 2003, its Current Report on Form 6-K filed with the
Commission on January 16, 2003, its Current Report on Form 6-K filed with the
Commission on January 29, 2003, its Current Report on Form 6-K filed with the
Commission on February 3, 2003, its Current Report on Form 6-K filed with the
Commission on February 13, 2003, its Current Report on Form 6-K filed with the
Commission on February 14, 2003, its Current Report on Form 6-K filed with the
Commission on February 25, 2003, its Current Report on Form 6-K filed with the
Commission on March 10, 2003, its Current Report on Form 6-K filed with the
Commission on March 18, 2003, its Current Report on Form 6-K filed with the
Commission on April 8, 2003 and its Current Report on Form 6-K filed with the
Commission on April 24, 2003. Netia undertakes no obligation to publicly update
or revise any forward-looking statements.
FOR IMMEDIATE RELEASE
- ---------------------
Contact: Anna Kuchnio (IR)
+48-22-330-2061
Jolanta Ciesielska (Media)
+48-22-330-2407
Netia
- or -
Mark Walter
Taylor Rafferty, London
+44-(0)20-7936-0400
- or -
Abbas Qasim
Taylor Rafferty, New York
212-889-4350
NETIA CLOSES THE SUBSCRIPTION AND ALLOCATES SERIES I, II AND III NOTES
- ----------------------------------------------------------------------
WARSAW, Poland - April 29, 2003 - Netia Holdings S.A. ("Netia") (WSE: NET,
NET2), Poland's largest alternative provider of fixed-line telecommunications
services, announced today the following information connected with the
completion of the subscription for series I, II and III bearer notes with a
price of PLN 0.01. The notes entitle their holders to subscribe for series J
shares (in the case of series I and II notes) and series K shares (in the case
of series III notes) (hereinafter the "Notes") and are issued by Netia under the
prospectus dated April 17, 2002, prepared in accordance with Polish law and
published on December 2, 2002, as amended on April 24, 2003 (hereinafter the
"Prospectus"):
1. The Subscription for the Notes began and was completed on April 29,
2003. The Notes were allocated on April 29, 2003.
2. The subscription offer encompassed 50,798,111 Notes, out of which
31,419,172 were series I notes, 1,005,154 were series II notes and
18,373,785 were series III notes.
3. Subscription orders were placed for 50,798,111 Notes.
4. 50,798,111 Notes were allocated.
5. The Notes were acquired at their nominal value of PLN 0.01 per Note.
6. The only entity entitled to subscribe for series I and II notes was
Netia Holdings Incentive Share Company Limited, with its seat in St.
Helier Jersey (hereinafter the "Trustee"). All series I and II notes
which the Trustee had subscribed for were allocated to the Trustee.
7. The only entity entitled to subscribe for series III notes was CDM
Pekao S.A. ("CDM"), acting as the full commitment underwriter under
the agreement dated April 28, 2003. Following CDM's subscription for
all series III notes, and Netia's allocation of series III notes to
CDM, CDM acquired all offered series III notes. The price of series
III notes was PLN 0.01 per Note.
8. The total value of the subscription offer for the Notes was PLN
507,981.11.
9. Within two weeks of the closing date of the subscription, Netia shall
disclose the total cost of the subscription offer for the Notes and
the average per-note cost thereof.
Each series I and II note entitles its holder to subscribe for two series J
shares at PLN 2.53, provided that the first share may be subscribed for by April
30, 2005, and the second one by April 30, 2006. The redemption date of series I
and II notes is April 30, 2006, and the redemption date of series III notes is
December 31, 2007.
The purpose of the issue of series I and II notes is to facilitate the delivery
of the Subscription Warrants, entitling their holders to subscribe for series J
shares at PLN 2.53 by April 30, 2005, or April 30, 2006, as the case may be, to
the persons who held Netia's shares on December 22, 2002. The issue of series
III shares is aimed at facilitating the implementation of Netia stock option
plan adopted by Netia's Supervisory Board on June 28, 2002, as amended.
Some of the information contained in this news release contains forward-looking
statements. Readers are cautioned that any such forward-looking statements are
not guarantees of future performance and involve risks and uncertainties, and
that actual results may differ materially from those in the forward-looking
statements as a result of various factors. For a more detailed description of
these risks and factors, please see Netia's filings with the Securities and
Exchange Commission, including its Annual Report on Form 20-F filed with the
Commission on March 28, 2002, its Current Report on Form 6-K filed with the
Commission on April 3, 2002, its Current Reports on Forms 6-K filed with the
Commission on May 6, 2002, its Current Report on Form 6-K filed with the
Commission on May 7, 2002, its Current Report on Form 6-K filed with the
Commission on May 20, 2002, its Current Report on Form 6-K filed with the
Commission on May 24, 2002, its Current Report on Form 6-K filed with the
Commission on June 28, 2002, its Current Report on Form 6-K filed with the
Commission on July 2, 2002, its Current Report on Form 6-K filed with the
Commission on July 31, 2002, and its Current Report on Form 6-K filed with the
Commission on August 2, 2002, its Current Reports on Form 6-K filed with the
Commission on August 6, 2002, its Current Report on Form 6-K filed with the
Commission on August 9, 2002, its Current Report on Form 6-K filed with the
Commission on August 15, 2002 its Current Report on Form 6-K filed with the
Commission on August 16, 2002, its Current Report on Form 6-K filed with the
Commission on August 28, 2002, its Current Report on Form 6-K filed with the
Commission on August 30, 2002, its Current Report on Form 6-K filed with the
Commission on September 16, 2002, its Current Report on Form 6-K filed with the
Commission on September 20, 2002, its Current Report on Form 6-K filed with the
Commission on September 24, 2002, its Current Report on Form 6-K filed with the
Commission on October 1, 2002, its Current Report on Form 6-K filed with the
Commission on October 15, 2002, its Current Report on Form 6-K filed with the
Commission on October 17, 2002, its Current Report on Form 6-K filed with the
Commission on October 22, 2002, its Current Report on Form 6-K filed with the
Commission on October 25, 2002, its Current Report on Form 6-K filed with the
Commission on November 5, 2002, its Current Report on Form 6-K filed with the
Commission on November 5, 2002, its Current Report on Form 6-K filed with the
Commission on November 6, 2002, its Current Report on Form 6-K filed with the
Commission on November 18, 2002 , its Current Report on Form 6-K filed with the
Commission on November 21, 2002, its Current Reports on Form 6-K filed with the
Commission on December 3, 2002, its Current Reports on Form 6-K filed with the
Commission on December 10, 2002, its Current Report on Form 6-K filed with the
Commission on December 23, 2002, its Current Report on Form 6-K filed with the
Commission on January 8, 2003, its Current Report on Form 6-K filed with the
Commission on January 16, 2003, its Current Report on Form 6-K filed with the
Commission on January 29, 2003, its Current Report on Form 6-K filed with the
Commission on February 3, 2003, its Current Report on Form 6-K filed with the
Commission on February 13, 2003, its Current Report on Form 6-K filed with the
Commission on February 14, 2003, its Current Report on Form 6-K filed with the
Commission on February 25, 2003, its Current Report on Form 6-K filed with the
Commission on March 10, 2003, its Current Report on Form 6-K filed with the
Commission on March 18, 2003, its Current Report on Form 6-K filed with the
Commission on April 8, 2003 and its Current Report on Form 6-K filed with the
Commission on April 24, 2003. Netia undertakes no obligation to publicly update
or revise any forward-looking statements.
FOR IMMEDIATE RELEASE
- ---------------------
Contact: Anna Kuchnio (IR)
+48-22-330-2061
Jolanta Ciesielska (Media)
+48-22-330-2407
Netia
-or-
Mark Walter
Taylor Rafferty, London
+44-(0)20-793 6-0400
-or-
Abbas Qasim
Taylor Rafferty, New York
212-889-4350
NETIA COMMENCES DISTRIBUTION PROCESS FOR WARRANTS
- -------------------------------------------------
WARSAW, Poland - April 30, 2003 - Netia Holdings S.A. ("Netia") (WSE: NET,
NET2), Poland's largest alternative provider of fixed-line telecommunications
services today announced that, as contemplated by the Restructuring Agreement
(the "Restructuring Agreement") entered into on March 5, 2002, among it, an ad
hoc committee of its noteholders, certain financial creditors, Telia AB and
certain entities controlled by Warburg, Pincus & Co., it issued, as part of the
final stages of the company's financial restructuring, notes, each with the
right to subscribe for its series J shares, which rights will be detached from
the notes in the form of warrants.
Up to an aggregate amount of 64,848,652 warrants detached from the issued notes
are to be distributed by May 20, 2003 to Netia's shareholders as of December 22,
2002, each one of which will entitle the holder thereof to exercise such warrant
for one series J share of Netia. Half of these warrants will entitle their
holders to subscribe for such shares by April 30, 2005 and the remaining half
will entitle their holders to subscribe for such shares by April 30, 2006. The
exercise price for each Warrant will be PLN 2.53.
The notes will not give rise to substantial long- or medium-term indebtedness of
Netia and have been issued solely in order to provide a means of distributing
the Warrants.
U.S. persons will be restricted both as to transfers of the Warrants and as to
exercising the Warrants for Netia shares. Under the terms of the Deposit
Agreement governing Netia's American Depositary Receipt facility, we expect that
persons holding ADSs under that facility will not receive Warrants. It is
expected that cash proceeds from sales, if any, of Warrants would be distributed
by the depositary to holders of ADSs in accordance with the terms of the deposit
agreement. It is also expected that the depositary will set a record date for
holders of ADSs who will be entitled to receive proceeds from the sales, if any,
of the Warrants.
In addition, as contemplated by the Restructuring Agreement, Netia issued
18,373,785 notes entitling their holders to subscribe for the company's series K
shares under its incentive stock option plan. Subscriptions for the series K
shares will be possible following the distribution of the Warrants and until
December 31, 2007. Under the stock option plan, options may only be granted
until December 31, 2004 and all options expire on December 20, 2007. It is
currently intended that persons receiving options may only exercise one-third of
the amount received in the first year after receipt, one-third in the second
year after receipt and one-third in the third year after receipt but the
supervisory board may decide to change this. Currently, options granted under
the stock option plan represent 3.09% of Netia's share capital and may be
exercised at PLN 2.53. The total number of series K shares that may be issued
under the stock option plan will not exceed 5% of Netia's post-restructuring
share capital. Netia's supervisory board has been vested with the right to take
individual decisions regarding the participation in the stock option plan, the
granting of stock options, terms of the exercise, exercise periods, the
conditions or circumstances of the termination of stock options, the method of
calculation and the form of receipt of gains accrued on the stock options. The
stock option plan was adopted in June 2002 and supplemented in April, 2003.
Some of the information contained in this news release contains forward-looking
statements. Readers are cautioned that any such forward-looking statements are
not guarantees of future performance and involve risks and uncertainties, and
that actual results may differ materially from those in the forward-looking
statements as a result of various factors. For a more detailed description of
these risks and factors, please see Netia's filings with the Securities and
Exchange Commission, including its Annual Report on Form 20-F filed with the
Commission on March 28, 2002, its Current Report on Form 6-K filed with the
Commission on April 3, 2002, its Current Reports on Forms 6-K filed with the
Commission on May 6, 2002, its Current Report on Form 6-K filed with the
Commission on May 7, 2002, its Current Report on Form 6-K filed with the
Commission on May 20, 2002, its Current Report on Form 6-K filed with the
Commission on May 24, 2002, its Current Report on Form 6-K filed with the
Commission on June 28, 2002, its Current Report on Form 6-K filed with the
Commission on July 2, 2002, its Current Report on Form 6-K filed with the
Commission on July 31, 2002, and its Current Report on Form 6-K filed with the
Commission on August 2, 2002, its Current Reports on Form 6-K filed with the
Commission on August 6, 2002, its Current Report on Form 6-K filed with the
Commission on August 9, 2002, its Current Report on Form 6-K filed with the
Commission on August 15, 2002 its Current Report on Form 6-K filed with the
Commission on August 16, 2002, its Current Report on Form 6-K filed with the
Commission on August 28, 2002, its Current Report on Form 6-K filed with the
Commission on August 30, 2002, its Current Report on Form 6-K filed with the
Commission on September 16, 2002, its Current Report on Form 6-K filed with the
Commission on September 20, 2002, its Current Report on Form 6-K filed with the
Commission on September 24, 2002, its Current Report on Form 6-K filed with the
Commission on October 1, 2002, its Current Report on Form 6-K filed with the
Commission on October 15, 2002, its Current Report on Form 6-K filed with the
Commission on October 17, 2002, its Current Report on Form 6-K filed with the
Commission on October 22, 2002, its Current Report on Form 6-K filed with the
Commission on October 25, 2002, its Current Report on Form 6-K filed with the
Commission on November 5, 2002, its Current Report on Form 6-K filed with the
Commission on November 5, 2002, its Current Report on Form 6-K filed with the
Commission on November 6, 2002, its Current Report on Form 6-K filed with the
Commission on November 18, 2002 , its Current Report on Form 6-K filed with the
Commission on November 21, 2002, its Current Reports on Form 6-K filed with the
Commission on December 3, 2002, its Current Reports on Form 6-K filed with the
Commission on December 10, 2002, its Current Report on Form 6-K filed with the
Commission on December 23, 2002, its Current Report on Form 6-K filed with the
Commission on January 8, 2003, its Current Report on Form 6-K filed with the
Commission on January 16, 2003, its Current Report on Form 6-K filed with the
Commission on January 29, 2003, its Current Report on Form 6-K filed with the
Commission on February 3, 2003, its Current Report on Form 6-K filed with the
Commission on February 13, 2003, its Current Report on Form 6-K filed with the
Commission on February 14, 2003, its Current Report on Form 6-K filed with the
Commission on February 25, 2003, its Current Report on Form 6-K filed with the
Commission on March 10, 2003, its Current Report on Form 6-K filed with the
Commission on March 18, 2003, its Current Report on Form 6-K filed with the
Commission on April 8, 2003 and its Current Report on Form 6-K filed with the
Commission on April 24, 2003. Netia undertakes no obligation to publicly update
or revise any forward-looking statements.
FOR IMMEDIATE RELEASE
- ---------------------
Contact: Anna Kuchnio (IR)
+48-22-330-2061
Jolanta Ciesielska (Media)
+48-22-330-2407
Netia
- or -
Mark Walter
Taylor Rafferty, London
+44-(0)20-7936-0400
- or -
Abbas Qasim
Taylor Rafferty, New York
212-889-4350
NETIA HOLDINGS S.A. REPORTS 2003 FIRST QUARTER RESULTS
- ------------------------------------------------------
WARSAW, Poland - May 6, 2003 - Netia Holdings S.A. ("Netia") (WSE: NET, NET2),
Poland's largest alternative provider of fixed-line telecommunications services,
today announced unaudited consolidated financial results for the first quarter
2003.
FINANCIAL HIGHLIGHTS:
- ---------------------
>> REVENUES for Q1 2003 were PLN 161.3m (US$39.8m), a year-on-year increase
of 9%.
>> EBITDA for Q1 2003 was PLN 43.6m (US$10.8m), representing an EBITDA
margin of 27% and a year-on-year increase of 45%.
>> NET LOSS was PLN 80.3m (US$19.8m), a year-on-year decrease of 67%
achieved due to improved operating results and lower financial expense
following the financial restructuring. The main item affecting the net
loss was PLN 41.2m (US$10.2m) of non-cash one-time write-off of 2002
Notes issuance costs, following their earlier redemption.
>> FOLLOWING THE EARLIER REDEMPTION OF NETIA'S 2002 NOTES on March 24,
2003, Netia has only PLN 5.3m or US$1.3m (at present value of future
payments) of long-term outstanding restructuring liabilities, payable
between 2007 and 2012.
>> CASH at March 31, 2003 was PLN 172.4m (US$42.6m), including restricted
cash and cash equivalents of PLN 61.5m (US$15.2m).
OPERATIONAL HIGHLIGHTS:
- -----------------------
>> SUBSCRIBER LINES (net of churn and disconnections) increased to 345,447
at March 31, 2003 from 341,160 at December 31, 2002, a year-on-year
increase of 1%.
>> BUSINESS CUSTOMER LINES increased to 108,603, a year-on-year increase of
8%. Subscriber lines for our business segment amounted to 31% of total
subscriber lines while revenues from business customers accounted for
57% of telecom revenues in Q1 2003.
>> SALES OF TELECOMMUNICATIONS PRODUCTS OTHER THAT TRADITIONAL DIRECT VOICE
(such as indirect voice, data transmission, interconnection, wholesale
and other telecom services) increased their share in total revenues from
telecom services to 23% or PLN 35.9m (US$9.0m) from 10% in Q1 2002.
>> AVERAGE REVENUE PER LINE decreased by 4% to PLN 119 (US$29) in Q1 2003,
compared to PLN 124 in Q1 2002 as a result of a decrease in tariffs,
which to some extent was offset by the favorable product mix shift
within telecom revenues mentioned above.
>> NEW, MORE COMPETITIVE TARIFF PLANS FOR INTERNATIONAL LONG-DISTANCE AND
DOMESTIC LONG-DISTANCE CALLS were introduced on January 2, 2003 and
April 1, 2003, respectively.
>> HEADCOUNT decreased to 1,283 at March 31, 2003 from 1,362 at March 31,
2002 as a result of efficiency measures.
>> NETIA ACQUIRED TDC INTERNET POLSKA S.A., a Polish Internet service
provider, in April 2003.
WOJCIECH MADALSKI, NETIA'S PRESIDENT AND CHIEF EXECUTIVE OFFICER, commented:
"Successful sales and marketing efforts on top of our now healthy financing
structure combined to produce a considerable improvement in first quarter
results. We have reduced churn rates, successfully reversing the negative trend
in the number of subscriber lines. EBITDA increased 45% year-on-year, while net
loss decreased by 67%. Netia is on course for solid financial performance and
now has a strong base from which to pursue the ambitious objectives of our
strategic plan currently being developed.
"We are pleased with the strong customer take-up of products other than
traditional direct voice. A growing portion of Netia's revenues is coming from
advanced telecommunications solutions to business customers including data
transmission, Internet and wholesale services. The acquisition of TDC Internet
Polska S.A. will reinforce our strategic focus on offering sophisticated
products to increasingly demanding business customers."
ZBIGNIEW (POUND)APINSKI, CHIEF FINANCIAL OFFICER OF NETIA, added: "Revenue from
telecom services grew 11% in the quarter compared to the first quarter 2002.
Lower tariffs produced a decline in ARPU, but this was offset by 8% growth in
business customer lines and increased sales of other than traditional direct
voice telecommunications products. EBITDA margin reached a healthy 27% thanks to
cost controls, while net loss decreased to PLN 80 million from PLN 245 million
in the first quarter 2002 due to lower financial expense following the
successful restructuring.
"Distribution of warrants due in second half of May 2003 will complete the
process of Netia's financial restructuring. Following the redemption of EUR 49.9
million of notes, Netia is free of interest-bearing long-term debt. I am also
pleased to confirm that the Netia Group is well advanced in the process of its
internal consolidation. We expect the process of merging most of the operating
subsidiaries into the parent company to conclude early next year.
"Lastly, this quarter we have introduced a more detailed financial reporting
format. This will provide investors with greater transparency and make Netia's
performance easier to analyze."
RESTRUCTURING AND OTHER HIGHLIGHTS:
- -----------------------------------
>> PRINCIPAL GUIDING DIRECTIVES FOR FINALIZATION OF NETIA'S FIVE-YEAR
STRATEGIC PLAN were adopted by Netia's Supervisory Board on April 10,
2003. Netia intends to present the outlines of the strategic plan in
late May, following its approval by the Supervisory Board.
>> THE RESTRUCTURING AGREEMENT relating to Netia's debt restructuring,
entered into by Netia, TeliaSonera AB, certain companies controlled by
Warburg Pincus & Co., certain financial creditors and the ad hoc
committee of noteholders on March 5, 2002 (the "Restructuring
Agreement"), continues to be implemented. Pursuant to the Restructuring
Agreement, the following milestones have been achieved:
- ALL NECESSARY SHARE, WARRANT AND NOTES ISSUANCES in Netia's
restructuring have been approved by its shareholders. On
December 2, 2002, Netia published its Polish prospectus relating
to the issuance and registration of new shares (series H, J and
K shares) and notes pursuant to the Restructuring Agreement.
- 312,626,040 SERIES H SHARES at the price of PLN 1.0826241 per
share were allocated to those creditors who opted to subscribe
for them in accordance with the agreed terms of Netia's
restructuring on December 23, 2002. The series H shares
represent approximately 91% of Netia's share capital. Following
the registration of the capital increase on January 30, 2003,
Netia has share capital of PLN 344,045,212 (344,045,212 shares
issued and outstanding at PLN 1 par value per share). Series H
shares commenced trading on the Warsaw Stock Exchange
(separately from Netia's other series of shares and under the
ticker "NET2") on February 13, 2003.
- EUR 49.9M IN AGGREGATE PRINCIPAL AMOUNT OF 10% SENIOR SECURED
NOTES DUE 2008 (the "2002 Notes") were issued in exchange for
the outstanding notes of Netia Holdings B.V. and Netia Holdings
II B.V. and obligations from swap transactions entered into by
Netia Holdings III B.V. on December 23, 2002, in accordance with
the agreed terms of the restructuring and the composition plans
for each of Netia's Dutch subsidiaries. On March 24, 2003, Netia
redeemed the 2002 Notes. Because of this redemption, Netia is
free of interest-bearing long-term debt.
- DISTRIBUTION OF WARRANTS. Strike price for warrants to acquire
shares representing 15% of Netia's post-restructuring share
capital (series J shares), established based on the mechanism
agreed within the Restructuring Agreement, was approved by
Netia's Supervisory Board at PLN 2.53. The warrants will be
distributed to the holders of record of Netia's shares as of
December 22, 2002. Polish Securities and Exchange Commission
approved on April 22, 2003 amendments to Netia's Polish
prospectus restricting the warrants with respect to the U.S.
persons. On April 29, 2003 Netia issued notes in order to
facilitate distribution of warrants to be completed in the
second half of May 2003.
- OPTIONS TO ACQUIRE SERIES K SHARES representing 3.09% of Netia's
share capital were allocated by Netia's Supervisory Board under
a key employee stock option plan on April 10, 2003. In
accordance with the Restructuring Agreement, up to 5% of the
post-restructuring share capital, excluding shares to be issued
upon exercise of the warrants related to series J shares, will
be issued under this stock option plan. The exercise price for
granted options was set at PLN 2.53.
The issuance of warrants for series J and issuance of series K shares will
complete the restructuring process.
>> CHANGES WITHIN NETIA'S SUPERVISORY BOARD. Effective February 20, 2003
Netia's Supervisory Board is composed of the following 7 members:
Nicholas N. Cournoyer (Chairman of the Supervisory Board), Jaros(3)aw
Bauc, Morgan Ekberg, Richard James Moon, Andrzej Radziminski, Ewa Maria
Robertson and Andrzej Micha(3) Wiercinski.
>> CHANGES WITHIN NETIA'S MANAGEMENT BOARD. Effective April 10, 2003
Netia's Management Board is composed of the following four members:
Wojciech Madalski (President and CEO), Elizabeth McElroy (Chief
Commercial Officer), Zbigniew (pound)apinski (Chief Financial Officer)
and Mariusz Piwowarczyk (Chief Technology Officer).
>> PAYMENTS PURSUANT TO RESIGNATION OF MANAGEMENT BOARD MEMBERS.
Compensation and other costs (including consulting agreements)
associated with members of Netia' various management boards during Q1
2003 amounted to PLN 7.6m (US$1.9m). This compensation includes
termination benefits paid to members of the Management Board pursuant to
their resignation.
>> NETIA'S SUBSIDIARY WAS REIMBURSED VAT PAID IN PRIOR YEARS of PLN 4.5 m
(US$1.1m) pursuant to a decision of Tax Office dated April 17, 2003.
>> LICENSE FEE PAYMENTS RELATED TO NETIA'S DOMESTIC LONG-DISTANCE LICENSE,
amounting approximately to PLN 9.2m (US$2.3m), were made on April 18,
2003.
>> OUTSTANDING LICENSE FEE OBLIGATIONS RELATED TO NETIA'S LOCAL LICENSES
(in nominal terms) amounted to approximately PLN 402.6m (US$99.4m) at
March 31, 2003. Following the changes introduced into the Polish
telecommunications law in December 2002, Netia has filed for canceling
all outstanding local license fees based on capital expenditures it has
already incurred. The Minister of Infrastructure's decision on this
issue is expected by end-June 2003.
>> U.S. BANKRUPTCY COURT GAVE FULL FORCE AND EFFECT IN THE UNITED STATES TO
NETIA'S ARRANGEMENT AND COMPOSITION PLANS ratified earlier by Polish and
Dutch courts, respectively, in an order dated March 7, 2003. The court
also ordered the turnover to Netia of US$15.2m that Netia set aside to
fund certain interest payments under its 13.75% Senior Notes due 2010,
following the completion of the final step of Netia's restructuring,
which requires the issuance of warrants to pre-restructuring
shareholders.
>> NETIA'S SERIES H SHARES (TICKER: NET2) WERE INCLUDED INTO THE WIG20
INDEX, following the annual review of the indices performed on March 21,
2003 by the Warsaw Stock Exchange. The WIG20 Index comprises shares of
twenty of the largest companies listed on the primary market of the
Warsaw Stock Exchange. Companies are selected based on their market
capitalization and market turnover.
CONSOLIDATED FINANCIAL INFORMATION
Please note that due to the changes in presentation format introduced as of
January 1, 2003 and related reclassification of interconnection charges and
revenues as well as part of voice termination charges and revenues (previously
shown net), the revenues and operating costs figures for periods ended through
December 31, 2002 were adjusted accordingly to reflect these changes and
therefore vary from the figures reported previously. In addition, ARPUs
presented in this release are given for a relevant three-month period as opposed
to figures for a last month in a period reported previously. Please also see our
condensed consolidated financial statements for the three-month period ended 31
March, 2003.
Q1 2003 VS. Q1 2002
REVENUES increased by 9% to PLN 161.3m (US$39.8m) for Q1 2003 compared to PLN
148.3m for Q1 2002.
REVENUES FROM TELECOMMUNICATIONS SERVICES increased by 11% to PLN 158.8m
(US$39.2m) from PLN 142.5m in Q1 2002. The increase was primarily attributable
to an increase in the number of business lines and an increase in business mix
of lines as well as expansion of other than traditional direct voice products,
such as indirect voice, data transmission, interconnection, wholesale and other
telecom services. The share of revenues from these products increased to 23% of
total revenues from telecommunications services in Q1 2003 as compared to 10% in
Q1 2002. In particular, revenues from wholesale services increased between these
periods by 261% to PLN 11.2m (US$2.8m) in Q1 2003 from PLN 3.1m in Q1 2002 while
revenues from indirect voice services increased by 179% to PLN 13.4m (US$3.3m)
in Q1 2003 from PLN 4.8m in Q1 2002.
EBITDA increased by 45% to PLN 43.6m (US$ 10.8m) for Q1 2003 from PLN 30.1m for
Q1 2002. EBITDA margin increased to 27.0% from 20.3%. This increase was achieved
due to increases in revenues from higher margin products as well as a continuous
effort to optimize the level of operating costs.
INTERCONNECTION CHARGES were PLN 31.0m (US$7.7m) for Q1 2003 as compared to PLN
31.1m for Q1 2002. Interconnection charges remained at a stable level in spite
of an increase in the traffic and related interconnection charges from provision
of indirect voice services driven by an increased proportion of traffic carried
through Netia's backbone network and lower interconnection rates on
fixed-to-mobile and international long-distance calls.
OTHER OPERATING EXPENSES decreased by 1% to PLN 86.7m (US$21.4m) for Q1 2003,
from PLN 87.1m for Q1 2002. Other operating expenses represented 54% of total
revenues for Q1 2003, compared to 59% for Q1 2002, and are constituted primarily
of salaries and benefits as well as legal and financial services.
DEPRECIATION OF FIXED ASSETS remained at a stable level amounting to PLN 48.9m
(US$12.1m) compared to PLN 48.8m for Q1 2002, as the construction stage of
additional parts of the network was completed.
AMORTIZATION OF INTANGIBLE ASSETS increased by 11% to PLN 20.2m (US$5.0m) from
PLN 18.3m for Q1 2002 due to an increased level of amortization costs associated
with our information technology systems.
NET FINANCIAL EXPENSES decreased to PLN 54.5m (US$13.5m) for Q1 2003 from PLN
207.7m in Q1 2002, due primarily to the successful financial restructuring and
debt-for-equity swap which resulted in, among other things, the elimination of
obligations under notes issued by Netia in the past. In addition, the net
financial expenses for Q1 2003 included the one-time write-off in the amount to
PLN 41.2m (US$10.2m) related to unamortized part of the 2002 Notes issuance
costs, following their earlier redemption.
NET LOSS decreased by 67% to PLN 80.3m (US$19.8m), compared to a net loss of PLN
245.4m for Q1 2002. The decrease in net loss between these periods was mainly
attributable to an improvement in operating results and decrease in the net
financial expenses mentioned above.
NET CASH USED FOR THE PURCHASE OF FIXED ASSETS AND COMPUTER SOFTWARE decreased
by 60% to PLN 37.3m (US$9.2m) in Q1 2003 from PLN 92.1m in Q1 2002, in
accordance with the revised business plan approved in late 2001, aimed at
preserving cash. At the same time, PLN 199.3m (US$49.2m) deposited in Q4 2002 in
a restricted account as temporary security for obligations arising under the
2002 Notes was released. As a result, cash provided by investing activities
amounted to PLN 162.0m (US$40.0m) in Q1 2003 as compared to cash usage of PLN
92.1m in Q1 2002.
CASH AND CASH EQUIVALENTS at March 31, 2003 amounting to PLN 110.9m (US$27.4m)
were available to fund Netia's operations. Netia also had a deposit in a
restricted account of PLN 61.5m (US$15.2m) as of March 31, 2003, which will be
released to Netia upon issuance of the warrants contemplated in the
Restructuring Agreement.
Q1 2003 VS. Q4 2002
REVENUES increased by 3% to PLN 161.3m (US$39.8m) for Q1 2003 compared to PLN
156.9m for Q4 2002. This increase was attributable mainly to a 21% increase in
revenues from telecommunications products other than traditional direct voice to
PLN 36.3m (US$9.0m) in Q1 2003 from PLN 30.0m in Q4 2002 partially offset by a
1% decrease in direct voice revenues to PLN 122.5m (US$30.2m) for Q1 2003 from
PLN 124.2m in Q4.
EBITDA / ADJUSTED EBITDA increased by 28% to PLN 43.6 (US$10.8m) for Q1 2003
from PLN 34.2m in Q4 2002. EBITDA margin increased to 27.0% for Q1 2003 from
adjusted EBITDA margin of 21.8% for Q4 2002. The increase in EBITDA and growth
of margin mentioned above was mainly associated with a decrease in salaries and
benefits and lower costs of rented lines and network maintenance.
NET LOSS amounted to PLN 80.3m (US$19.8m) in Q1 2003, compared to a net profit
of PLN 148.6m in Q4 2002. The change was mainly due to net financial income
recorded in Q4 2002 that was associated with the reversal of interest expenses
of PLN 177.4m following successful financial restructuring and ratification of
Netia's Dutch composition plans. In addition, the net financial expenses for Q1
2003 included the one-time write-off in the amount to PLN 41.2m (US$10.2m)
related to unamortized part of the 2002 Notes issuance costs, following their
earlier redemption.
OPERATIONAL REVIEW
CONNECTED LINES at March 31, 2003 amounted to 501,512. This number is net of:
(i) a decrease in equivalent of lines by approximately 4,000 connected lines
arising from the reconfiguration of the radio-access system recorded in Q4 2002
(ii) provision for impairment of 27,350 connected lines recorded in Q3 2002, and
(iii) the write-off of 70,200 connected lines in Q3 2001.
SUBSCRIBER LINES IN SERVICE increased by 1% to 345,447 at March 31, 2003 from
342,288 at March 31, 2002 and by 1% from 341,160 at December 31, 2002. The
number of subscriber lines is net of customer voluntary churn and disconnections
by Netia of defaulting payers, which amounted to 8,196 and 1,683, respectively,
for Q1 2003. The total churn of 9,879 subscriber lines recorded in Q1 2003,
mostly due to the deterioration of Polish economic conditions, which continue to
affect our customers, and customers moving outside the coverage of Netia's
network, was down from 12,985 subscriber lines in Q4 2002 and from 14,444
subscriber lines in Q1 2002.
BUSINESS LINES AS A PERCENTAGE OF TOTAL SUBSCRIBER LINES reached 31.4%, up from
29.4% at March 31, 2002 and 31.0% at December 31, 2002, reflecting the
intensified focus on the corporate and SME market segments. Business customers
accounted for 69% of net additions in the quarter. Revenues from business
customers accounted for 57% of telecommunications revenues for Q1 2003.
BUSINESS CUSTOMER LINES IN SERVICE increased by 8% to 108,603 at March 31, 2002
from 100,563 at March 31, 2002 and by 3% from 105,638 at December 31, 2002.
AVERAGE MONTHLY REVENUE PER BUSINESS LINE amounted to PLN 215 (US$53) for Q1
2003, representing a 12% decrease from PLN 243 for Q1 2002 and a 3% decrease
from PLN 222 for Q4 2002.
AVERAGE MONTHLY REVENUE PER RESIDENTIAL LINE amounted to PLN 73 (US$18) for Q1
2003, representing a 3% decrease from PLN 75 for Q1 2002 and a 3% decrease from
PLN 75 for Q4 2002.
AVERAGE MONTHLY REVENUE PER LINE amounted to PLN 119 (US$29) for Q1 2003,
representing a 4% decrease from PLN 124 in Q1 2002 and a 2% decrease from PLN
121 in Q4 2002. Decreasing ARPUs for both residential and business lines reflect
continued overall telecom tariff reduction trends.
TDC INTERNET POLSKA S.A. ("TDC IP"), A POLISH INTERNET SERVICE PROVIDER, WAS THE
SUBJECT OF AN AGREED-UPON ACQUISITION BY NETIA from TDC Internet A/S in April
2003. TDC IP's service offering includes fixed-access Internet, hosting and IP
VPN services. With this acquisition Netia expects to complement its current
product portfolio and expand the business customer base.
PREMIUM RATE SERVICES (0-708) were introduced by Netia on April 1, 2003, adding
to the portfolio of intelligent network services (free-phone and split-charge)
offered since February 2002.
THE INTEGRATED CUSTOMER RELATIONSHIP MANAGEMENT ("CRM") SYSTEM was fully
implemented in April 2003, being the first solution of any Polish
telecommunications operator that fully integrates contact and account management
with operations support and billing. This new initiative has been designed to
increase Netia customers' satisfaction while further reducing operating costs.
PRODUCT PORTFOLIO OF NETIA'S INDIRECT SERVICES offered through Netia's prefix
(1055) was extended to international long-distance calls carried on standard
links in January 2003 and currently includes domestic long distance,
fixed-to-mobile and international long-distance services.
HEADCOUNT at March 31, 2003 was 1,283, compared to 1,362 at March 31, 2002 and
1,289 at December 31, 2002.
THE NUMBER OF ACTIVE LINES IN SERVICE PER EMPLOYEE increased by 10% to an
average of 275 in Q1 2003, from 249 in Q1 2002.
MONTHLY AVERAGE TELECOMMUNICATIONS REVENUE PER EMPLOYEE increased by 23% to PLN
42,298 (US$10,441) in Q1 2003 from PLN 34,357 in Q1 2002.
OUTSTANDING LICENSE FEE OBLIGATIONS RELATED TO NETIA'S LOCAL LICENSES amounted
to approximately PLN 402.6m (US$99.4m) (in nominal terms) at March 31, 2003. In
December 2002, changes were introduced into the Polish telecommunications law
that provided for cancellation of license fee obligations in exchange for
investments in the telecommunications infrastructure or their conversion for the
shares or debt of companies with outstanding license fees. Netia has filed for
cancellation of all outstanding local license fees based on capital expenditures
it has already incurred. The Minister of Infrastructure's decision on this issue
is expected by the end of June 2003. Netia is awaiting ultimate and formal
resolution of the application by the authorities before determining appropriate
accounting for license fee obligations. Furthermore, in connection with an
on-going internal consolidation of the Netia group by merging most of operating
subsidiaries into the parent company, Netia plans to write-off its
telecommunication licenses.
KEY FIGURES
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
PLN'000 1Q03 4Q02 3Q02 2Q02 1Q02
- ---------------------------------------------------------------------------------------------------------------------
Revenues ** 161,304 156,822 154,829 153,081 148,260
y-o-y % change 8.8% 6.9% 11.8% 12.7% 19.2%
EBITDA / Adjusted EBITDA ** 43,602 34,197 48,689 42,249 30,090
Margin % 27.0% 21.8% 31.4% 27.6% 20.3%
y-o-y change % 44.9% 16.9% 173.9% 164.5% 98.6%
EBIT (25,537) (68,131) (133,136) (24,567) (36,974)
Margin % (15.8%) (43.4%) (86.0%) (16.0%) (24.9%)
Net profit / (loss) (80,258) 148,576 (328,131) (250,010) (245,407)
Total debt - (161,756) (3,702,559) (3,622,000) (3,501,988)
Cash and cash equivalents 110,855 132,465 374,100 364,937 389,199
Capex (37,311) (49,477) (56,299) (72,710) (92,062)
US$'000 * 1Q03 4Q02 3Q02 2Q02 1Q02
- ---------------------------------------------------------------------------------------------------------------------
Revenues ** 39,816 38,710 38,218 37,787 36,595
y-o-y % change 8.8% 6.9% 11.8% 12.7% 19.2%
EBITDA / Adjusted EBITDA ** 10,763 8,441 12,018 9,935 7,427
Margin % 27.0% 21.8% 31.4% 27.6% 20.3%
y-o-y change % 44.9% 16.9% 173.9% 164.5% 98.6%
EBIT (6,304) (16,817) (32,863) (6,064) (9,127)
Margin % (15.8) (43.4%) (86.0%) (16.0%) (24.9%)
Net profit / (loss) (19,811) 36,675 (80,969) (61,713) (60,578)
Total debt - (39,928) (913,941) (894,056) (864,432)
Cash and cash equivalents 27,363 32,698 92,343 90,081 96,070
Capex (9,210) (12,213) (13,897) (17,948) (22,725)
* The US$ amounts shown in this table and in the entire document have been
translated using an exchange rate of PLN 4.0512 = US$1.00, the average rate
announced by the National Bank of Poland at March 31, 2003. These figures
are included for the convenience of the reader only.
** Please note that due to the changes of presentation format introduced as of
January 1, 2003 and related reclassification of interconnection charges and
revenues as well as part of voice termination charges and revenues
(previously shown net), the revenues and operating costs figures for
periods ended through December 31, 2002 were adjusted accordingly to
reflect these changes and therefore vary from the figures reported
previously.
- -----------------------------------------------------------------------------------------------------------------------------------
KEY OPERATIONAL INDICATORS
- -----------------------------------------------------------------------------------------------------------------------------------
1Q03 4Q02** 3Q02* 2Q02 1Q02
- -----------------------------------------------------------------------------------------------------------------------------------
NETWORK DATA
Backbone (km) 3,840 3,840 3,580 3,320 3,300
Number of connected lines (cumulative) 501,512 500,552 503,358 529,658 527,562
SUBSCRIBER DATA (WITH REGARD TO DIRECT VOICE SERVICES)
Subscriber lines (cumulative) 345,447 341,160 340,232 342,145 342,288
Incl. ISDN equivalent of lines 56,510 53,288 50,886 49,262 47,644
Total net additions 4,287 928 (1,913) (143) (1,514)
Business net additions 2,965 2,429 1,212 1,434 2,569
Business subscriber lines (cumulative) 108,603 105,638 103,209 101,997 100,563
Business mix of total subscriber lines (cumulative) 31.4% 31.0% 30.3% 29.8% 29.4%
ARPU (PLN) ^ 119 121 121 124 124
ARPU per business line (PLN) ^ 215 222 232 236 243
ARPU per residential line (PLN) ^ 73 75 73 75 75
Churn 9,879 12,985 13,598 10,107 14,444
Disconnections of defaulting payers originated by Netia 1,683 5,279 5,341 5,910 7,299
Voluntary churn 8,196 7,706 8,257 4,197 7,145
OTHERS
Headcount 1,283 1,289 1,283 1,323 1,362
^ ARPUs presented in this report are given for a relevant three-month period as
opposed to figures for a last month in a period reported previously.
* The number of connected lines reported for Q3 2002 has been recalculated in
order to reflect the impairment of 27,350 lines due to the future limited
utilization of certain existing parts of Netia's local access network.
** The number of connected lines reported for Q4 2002 has been recalculated in
order to reflect the reconfiguration of the radio-access system by approximately
4,000 connected lines.
(Tables to Follow)
------------------------------------------------------------------------------------------------------------------
INCOME STATEMENT (ACCORDING TO IAS), unaudited
------------------------------------------------------------------------------------------------------------------
(PLN in thousands unless otherwise stated)
TIME PERIODS: 1Q03 1Q02 4Q02
------------------------------------------------------------------------------------------------------------------
Telecommunications revenue
DIRECT VOICE 122,500 127,686 124,196
------- ------- -------
>> installation fees 269 352 189
>> monthly charges 30,618 31,868 31,428
>> calling charges 91,613 95,466 92,579
- local calls 31,308 33,743 31,251
- domestic long-distance calls 18,563 17,817 17,888
- international long-distance calls 7,106 8,473 7,780
- fixed-to-mobile calls 28,532 28,921 29,018
- other 6,104 6,512 6,642
Indirect Voice 13,362 4,773 11,868
-------------- ------ ----- ------
Data 7,490 4,125 5,902
---- ----- ----- -----
Interconnection revenues 1,451 1,700 1,485
------------------------ ----- ----- -----
Wholesale services 11,178 3,143 6,934
------------------ ------ ----- -----
Other telecommunications revenues 2,801 1,030 3,854
--------------------------------- ----- ----- -----
TOTAL TELECOMMUNICATIONS REVENUE 158,782 142,457 154,239
Other revenue 2,522 5,803 2,583
TOTAL REVENUES 161,304 148,260 156,822
Interconnection charges (31,021) (31,082) (30,759)
Salaries & benefits (29,251) (35,106) (33,565)
Legal & financial services (19,062) (18,123) (17,568)
Cost of rented lines & network maintenance (8,306) (14,210) (15,662)
Sales & marketing (7,833) (2,981) (10,074)
Other operating expenses (22,229) (16,668) (14,997)
EBITDA / ADJUSTED EBITDA 43,602 30,090 34,197
MARGIN (%) 27.0% 20.3% 21.8%
Depreciation of fixed assets (48,899) (48,774) (42,443)
Amortization of intangible assets (20,240) (18,290) (19,221)
Impairment provision for long-term assets - - (40,664)
EBIT (25,537) (36,974) (68,131)
MARGIN (%) (15.8%) (24.9%) (43.4%)
Net financial (expenses) / income (54,493) (207,677) 216,827
(LOSS) / PROFIT BEFORE TAX (80,030) (244,651) 148,696
Tax (charges) / benefits (148) (651) 315
Minority share in profit of subsidiaries (80) (105) (435)
NET LOSS / PROFIT (80,258) (245,407) 148,576
MARGIN (%) (49.8%) (165.5%) 94.7%
(Loss) / Profit per share (not in thousands) (0.23) (7.96) 2.56
Weighted average number of shares outstanding (not in
thousands) 343,576,564 30,817,291 58,135,397
- ---------------------------------------------------------------------------------------------------------------------------
NOTE TO FINANCIAL EXPENSES
- ---------------------------------------------------------------------------------------------------------------------------
(PLN in thousands unless otherwise stated)
TIME PERIODS: 1Q03 1Q02 4Q02
- ---------------------------------------------------------------------------------------------------------------------------
Net interest (expense) / income (1,881) (104,348) 90,810
Net foreign exchange (losses) / gains (10,050) (103,329) 126,144
Write-off of notes issuance costs due to redemption of notes (41,161) - -
Amortization of discount on installment obligations (136) - -
Amortization of notes issuance costs (1,265) - (127)
- ---------------------------------------------------------------------------------------------------------------------------
EBITDA / ADJUSTED EBITDA RECONCILIATION TO LOSS FROM OPERATIONS
- ---------------------------------------------------------------------------------------------------------------------------
(PLN in thousands unless otherwise stated)
TIME PERIODS: 1Q03 1Q02 4Q02
- ---------------------------------------------------------------------------------------------------------------------------
LOSS FROM OPERATIONS (25,537) (36,974) (68,131)
Add back:
Depreciation of fixed assets 48,899 48,774 42,443
Amortization of intangible assets 20,240 18,290 19,221
Impairment provision for long term assets - - 40,664
EBITDA / ADJUSTED EBITDA 43,602 30,090 34,197
--------------------------------------------------------------------------------------------------------------------
BALANCE SHEET (ACCORDING TO IAS, unaudited)
(PLN in thousands unless otherwise stated)
--------------------------------------------------------------------------------------------------------------------
TIME PERIODS MARCH 31, 2003 DECEMBER 31, 2002
--------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents 110,855 132,465
Restricted investments, cash and cash equivalents 61,534 254,211
Accounts receivable
Trade, net 103,451 87,067
Government value added tax 7,311 2,374
Other 4,823 8,147
Inventories 1,329 854
Prepaid expenses 14,527 8,260
TOTAL CURRENT ASSETS 303,830 493,378
Investments 834 1,663
Fixed assets, net 2,217,781 2,245,917
Licenses, net 625,264 639,176
Computer software, net 111,258 112,685
Other long-term assets 95 -
TOTAL NON-CURRENT ASSETS 2,955,232 2,999,441
TOTAL ASSETS 3,259,062 3,492,819
Short term liabilities for licenses 231,586 211,247
Accounts payable and accruals
Trade 55,647 89,864
Accruals and other 99,716 85,805
Deferred income 8,537 6,956
TOTAL CURRENT LIABILITIES 395,486 393,872
Long term debt - 161,756
Long term liabilities for licenses 118,689 112,260
Long term installment obligations 5,276 5,141
TOTAL NON-CURRENT LIABILITIES 123,965 279,157
Minority interest 17,578 17,499
Share capital 344,046 203,285
Share premium 1,885,730 1,713,865
Treasury shares (2,812) (2,812)
Other reserves 3,507,086 3,819,712
Accumulated deficit (3,012,017) (2,931,759)
TOTAL SHAREHOLDERS' EQUITY 2,722,033 2,802,291
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 3,259,062 3,492,819
- -----------------------------------------------------------------------------------------------------------------------
CASH FLOW STATEMENT (ACCORDING TO IAS), unaudited
- -----------------------------------------------------------------------------------------------------------------------
(PLN in thousands unless otherwise stated)
TIME PERIODS: 1Q03 1Q02 4Q02
- -----------------------------------------------------------------------------------------------------------------------
NET (LOSS) / PROFIT (80,258) (245,407) 148,576
Adjustment to reconcile net loss to net cash provided by
operating activities
Depreciation of fixed assets and amortization of goodwill,
licenses and other intangible assets 69,139 67,064 61,664
Amortization of notes issuance costs 1,265 - 127
Amortization of discount on installment obligations 136 - -
Write-off of notes issuance costs 41,161 - -
Interest expense accrued on license liabilities 2,125 4,969 6,705
Interest expense accrued on long term debt 1,127 102,995 (94,523)
Minority share in profits of subsidiaries 80 105 435
Impairment provision for long term assets - - 40,664
Increase in long-term assets (95) - -
Other provisions 886 - -
Foreign exchange losses / (gains) 9,055 103,788 (121,483)
Changes in working capital (20,449) (3,490) 3,305
NET CASH PROVIDED BY OPERATING ACTIVITIES 24,172 30,024 45,773
Purchase of fixed assets and computer software (37,311) (92,062) (49,477)
Decrease / (increase) in restricted cash and cash equivalents 199,293 - (197,744)
NET CASH PROVIDED BY / (USED IN) INVESTING ACTIVITIES 161,982 (92,062) (247,221)
Redemption of notes (204,193) - -
Payments related to restructuring (4,475) (20,487) (33,655)
Payments for cancellation of swap transactions - (29,279) -
NET CASH USED IN FINANCING ACTIVITIES (208,668) (49,766) (33,655)
Effect of exchange rate change on cash and cash equivalents 904 14,057 (6,532)
NET CHANGE IN CASH & CASH EQUIVALENTS (21,610) (97,747) (241,635)
Cash & cash equivalents at the beginning of the period 132,465 486,946 374,100
Cash & cash equivalents at the end of the period 110,885 389,199 132,465
- --------------------------------------------------------------------------------
DEFINITIONS
- --------------------------------------------------------------------------------
ARPU - average monthly revenue per direct
voice line (business or residential)
during the period; ARPU is obtained by
dividing the amount of monthly revenues
from direct voice services (excluding
installation fees) by the average number
of subscriber lines, in each case for
the referenced period;
BACKBONE - a telecommunications network designed
to carry the telecommunications traffic
between the main junctions of the
network;
CAPEX - cash spending related to capital
expenditures during the period;
CASH - cash and cash equivalents at the end
of period;
CHURN - termination of direct voice services
contracted by a subscriber, which was
originated either by a subscriber
(voluntary churn) or by Netia
(disconnection of a defaulting payer);
CONNECTED LINE - a telecommunications line which was
constructed, tested and connected to
Netia's network/switching node and is
ready for activation after signing an
agreement for providing
telecommunications services;
COST OF RENTED LINES & NETWORK
MAINTENANCE - cost of rentals of lines and
telecommunications equipment, as well as
maintenance, services and related
expenses necessary to operate our
network;
DATA REVENUES - revenues from provisioning Frame
Relay, lease of lines and Internet
fixed-access services;
DIRECT VOICE REVENUES - telecommunications revenues from voice
services offered by Netia to its
subscribers. Direct voice services
include the following traffic fractions:
local calls, domestic long-distance
(DLD) calls, international long distance
(ILD) calls, fixed-to-mobile calls and
other services (incl. Internet dial-in,
emergency calls, komertel and
intelligent network services (0-80x and
0-70x));
EBITDA /ADJUSTED EBITDA - to supplement the reporting of our
consolidated financial information under
IAS, we will continue to present certain
financial measures, including EBITDA. We
define EBITDA as net income/(loss) as
measured by IAS, adjusted for
depreciation and amortization, net
financial expense, income taxes,
minority interest, share of losses of
equity investments and other losses and
gains on dilution. EBITDA for 2001 and
2002 has been further adjusted for
impairment of goodwill, provisions for
fixed assets, effects of default on
long-term debt and cancellation of swap
transactions and is therefore defined as
Adjusted EBITDA. We believe EBITDA and
related measures of cash flow from
operating activities serve as useful
supplementary financial indicators in
measuring the operating performance of
telecommunication companies. EBITDA is
not an IAS measure and should not be
considered as an alternative to IAS
measures of net income/(loss) or as an
indicator of operating performance or as
a measure of cash flows from operations
under IAS or as an indicator of
liquidity. The presentation of EBITDA
however enables investors to focus on
period-over-period operating
performance, without the impact of
non-operational or non-recurring items.
It is also among the primary indicators
we use in planning and operating the
business. You should note that EBITDA is
not a uniform or standardized measure
and the calculation of EBITDA,
accordingly, may vary significantly from
company to company, and by itself
provides no grounds for comparison with
other companies;
HEADCOUNT - full time employment equivalents;
INDIRECT VOICE REVENUES - telecommunications revenues from the
services offered through Netia's prefix
(1055) to customers being subscribers of
other operators. Indirect access
services include the following traffic
fractions: domestic long-distance (DLD)
calls, international long distance (ILD)
calls and fixed-to-mobile calls;
INTERCONNECTION CHARGES - payments made by Netia to other
operators for origination, termination
or transfer of traffic using other
operators' networks;
INTERCONNECTION REVENUES - payments made by other operators to
Netia for origination, termination or
transfer of traffic using Netia's
network;
LEGAL AND FINANCIAL SERVICES - costs of taxes and fees, insurance as
well as other financial services
provided to Netia by third parties;
OTHER OPERATING EXPENSES - include primarily costs of office and
car maintenance, information technology
services, costs of materials and energy,
mailing services, bad debt expense and
other provisions and external services;
OTHER TELECOMMUNICATIONS REVENUES - revenues from provisioning Internet
dial-in services for Netia's indirect
customers (based on a call-back
principle (provided currently) and an
access number (0-20) (to be provided in
the future)), Intelligent network
services (0-80x and 0-70x), as well as
other non-core revenues;
OTHER REVENUE - revenues from radio-trunking services
provided by Netia's subsidiary, Uni-Net
Sp. z o.o.;
SUBSCRIBER LINE - a connected line which became
activated and generated revenue at the
end of the period;
TOTAL DEBT - short-term and long-term interest
bearing liabilities;
WHOLESALE SERVICES - revenues from providing commercial
network services such as voice
termination, incoming Voice over
Internet Protocol (VoIP), telehousing
and collocation as well as
backbone-based services.
Netia management will hold a conference call tomorrow, Wednesday, May 7, to
review the results at 3:00 PM (UK) / 4:00 PM (Continent) / 10:00 AM (Eastern).
To register for the call and obtain dial in numbers please contact Mark Walter
at Taylor Rafferty London on +44 (0) 20 7936 0400 or Abbas Qasim at Taylor
Rafferty New York on 212 889 4350.
Some of the information contained in this news release contains forward-looking
statements. Readers are cautioned that any such forward-looking statements are
not guarantees of future performance and involve risks and uncertainties, and
that actual results may differ materially from those in the forward-looking
statements as a result of various factors. For a more detailed description of
these risks and factors, please see Netia's filings with the Securities and
Exchange Commission, including its Annual Report on Form 20-F filed with the
Commission on March 28, 2002, its Current Report on Form 6-K filed with the
Commission on April 3, 2002, its Current Reports on Forms 6-K filed with the
Commission on May 6, 2002, its Current Report on Form 6-K filed with the
Commission on May 7, 2002, its Current Report on Form 6-K filed with the
Commission on May 20, 2002, its Current Report on Form 6-K filed with the
Commission on May 24, 2002, its Current Report on Form 6-K filed with the
Commission on June 28, 2002, its Current Report on Form 6-K filed with the
Commission on July 2, 2002, its Current Report on Form 6-K filed with the
Commission on July 31, 2002, its Current Report on Form 6-K filed with the
Commission on August 2, 2002, its Current Reports on Form 6-K filed with the
Commission on August 6, 2002, its Current Report on Form 6-K filed with the
Commission on August 9, 2002, its Current Report on Form 6-K filed with the
Commission on August 15, 2002 its Current Report on Form 6-K filed with the
Commission on August 16, 2002, its Current Report on Form 6-K filed with the
Commission on August 28, 2002, its Current Report on Form 6-K filed with the
Commission on August 30, 2002, its Current Report on Form 6-K filed with the
Commission on September 16, 2002, its Current Report on Form 6-K filed with the
Commission on September 20, 2002, its Current Report on Form 6-K filed with the
Commission on September 24, 2002, its Current Report on Form 6-K filed with the
Commission on October 1, 2002, its Current Report on Form 6-K filed with the
Commission on October 15, 2002, its Current Report on Form 6-K filed with the
Commission on October 17, 2002, its Current Report on Form 6-K filed with the
Commission on October 22, 2002, its Current Report on Form 6-K filed with the
Commission on October 25, 2002, its Current Report on Form 6-K filed with the
Commission on November 5, 2002, its Current Report on Form 6-K filed with the
Commission on November 5, 2002, its Current Report on Form 6-K filed with the
Commission on November 6, 2002, its Current Report on Form 6-K filed with the
Commission on November 18, 2002 , its Current Report on Form 6-K filed with the
Commission on November 21, 2002, its Current Reports on Form 6-K filed with the
Commission on December 3, 2002, its Current Reports on Form 6-K filed with the
Commission on December 10, 2002, its Current Report on Form 6-K filed with the
Commission on December 23, 2002, its Current Report on Form 6-K filed with the
Commission on January 8, 2003, its Current Report on Form 6-K filed with the
Commission on January 16, 2003, its Current Report on Form 6-K filed with the
Commission on January 29, 2003, its Current Report on Form 6-K filed with the
Commission on February 3, 2003, its Current Report on Form 6-K filed with the
Commission on February 13, 2003, its Current Report on Form 6-K filed with the
Commission on February 14, 2003, its Current Report on Form 6-K filed with the
Commission on February 25, 2003, its Current Report on Form 6-K filed with the
Commission on March 10, 2003, its Current Report on Form 6-K filed with the
Commission on March 18, 2003, its Current Report on Form 6-K filed with the
Commission on April 8, 2003 and its Current Report on Form 6-K filed with the
Commission on April 24, 2003. Netia undertakes no obligation to publicly update
or revise any forward-looking statements.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Date: May 7, 2003
NETIA HOLDINGS S.A.
By: /S/ WOJCIECH MADALSKI
---------------------------------
Name: Wojciech Madalski
Title: President of the Company
By: /S/ ZBIGNIEW LAPINSKI
---------------------------------
Name: Zbigniew Lapinski
Title: Chief Financial Officer