FORM 6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Report of Foreign Private Issuer

 

Pursuant to Rule 13a-16 or 15d-16

of the Securities Exchange Act of 1934

 

Report on Form 6-K dated November 8, 2007

 

Magyar Telekom Plc.

(Translation of registrant’s name into English)

 

Budapest, 1013, Krisztina krt. 55, Hungary

(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F x  Form 40-F o

 

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 o  No x

 

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-               

 

 



 

 

 

IR contacts:

Krisztina Förhécz

+36-1-457-6029

 

 

Rita Walfisch

+36-1-457-6036

 

 

Szabolcs Czenthe

+36-1-458-0437

 

 

investor.relations@telekom.hu

 

First nine months 2007 results: on track to meet full year targets

 

Budapest – November 8, 2007 – Magyar Telekom (Reuters: NYSE: MTA.N, BSE: MTEL.BU and Bloomberg: NYSE: MTA US, BSE: MTELEKOM HB), the leading Hungarian telecommunications service provider, today reported its consolidated financial results for the first nine months of 2007, in accordance with International Financial Reporting Standards (IFRS).

 

Highlights:

 

                  Revenues grew by 2.7% from HUF 490.3 bn to HUF 503.6 bn (EUR 2,007.7 m) in the first nine months of 2007 over the same period last year. Growth in mobile, broadband and SI/IT revenues compensated for the lower fixed line voice and TETRA revenues. The consolidation of KFKI Group, T-Systems Hungary and Dataplex contributed HUF 18.8 bn to Group revenues in the period under review.

 

                  EBITDA was up by 2.1% to HUF 203.0 bn, with an EBITDA margin of 40.3%. Group EBITDA excluding investigation-related costs (HUF 3.7 bn) and severance payments and accruals (HUF 8.2 bn including headcount reduction-related and a portion attributable to contractual termination expense of key managers) was HUF 214.9 bn with an EBITDA margin of 42.7%.

 

                  Gross additions to tangible and intangible assets were HUF 49.9 bn. Of this, HUF 22.0 bn related to the T-Com segment, HUF 24.5 bn to T-Mobile (within this, HUF 8.7 bn was spent on mobile broadband investment in Hungary), HUF 1.5 bn to T-Systems and HUF 1.9 bn to Headquarters and Shared Services.

 

                  Profit attributable to equity holders of the company (net income) decreased by 1.5%, from HUF 60.3 bn to HUF 59.4 bn (EUR 236.9 m) due to higher deferred and local taxes, as well as taxes on income increased due to the introduction of the solidarity tax.

 

                  Net cash generated from operating activities grew strongly from HUF 150.5 bn to HUF 176.3 bn. Beside the slight increase in EBITDA, the main drivers behind this development were the significantly lower working capital requirements (driven mainly by a change in trade receivables related to the TETRA service) and reduced tax payment thanks to the utilization of tax benefits. Net cash used in investing activities fell from HUF 98.8 bn to HUF 38.6 bn, mainly driven by lower gross additions to tangible and intangible assets (capex) and lower spending on purchase of subsidiaries and business units. Cash used for purchase of subsidiaries decreased from HUF 34.9 bn (mainly for the acquisition of KFKI, Dataplex and the 10% treasury share purchase of MakTel) to HUF 1.8 bn (T-Systems Hungary and Mobilpress acquisition). Net cash used in financing activities significantly increased, reflecting the dividends paid to shareholders in January and May 2007 for 2005 and 2006 financials, respectively.

 

                  Net debt increased to HUF 274.2 bn, reflecting the increase in loans for financing dividend payments. The net debt ratio (net debt to net debt plus total equity) accordingly was up from 26.4% at the end of September last year to 32.2% at end-September 2007.

 

1



 

Third quarter 2007 results: strong cost control leads to improved profitability

 

Christopher Mattheisen, Chairman and CEO commented: “The third quarter financials reflect our efforts to improve cost efficiency within the Group with the EBITDA margin excluding investigation- and headcount reduction-related expenses reaching 44.0%. EBITDA was further supported by the acquisitions in the SI/IT segment and the TETRA services, showing 6% growth over the third quarter of last year. Looking at the segment results, the T-Com segment in Hungary shows a slowdown in revenue losses thanks to the broadband revenue growth, while cost reductions resulted in slight EBITDA increase. The T-Mobile segment was heavily supported by the good performance of the international subsidiaries, while cost cutting efforts were also visible at the Hungarian operations. At T-Systems, the new acquisitions ensured EBITDA growth despite continuous decline in voice revenues.

In addition to achieving strong financial results, during the third quarter we were able to reach important decisions regarding our new management structure and headcount efficiency improvements, ensuring our competitiveness in the longer term. The details of the new operational structure, which will focus on customer segments, are being finalised, and will be introduced from the beginning of 2008. The structure of our financial disclosure, however, will remain the same for the next year. Finally, in line with our strategy to create value through acquisition, we have decided to participate in the privatization process of Telekom Slovenije. We filed an indicative offer on 15th of October and I am pleased that we have been shortlisted for the due diligence process.”

 

T-Com

 

Revenues before elimination fell by 3.6% to HUF 78.3 bn in Q3 2007 over the same period in 2006 while EBITDA margin increased to 42.5%.

 

                  T-Com Hungary reported a revenue decline of 4.3% to HUF 60.9 bn driven by decreasing voice revenues as increasing competition from mobile, alternative and cable operators caused a reduction in traffic and average tariff levels. Internet revenues were up by 19.1% to HUF 13.3 bn thanks to the continuous increase in the number of ADSL and cable broadband customers. The total number of broadband connections exceeded 680,000 at end-September 2007, while strong mobile substitution and competition from cable operators resulted in a decline in the total number of fixed lines (down 5.3% at end-September 2007 compared to a year ago). Thanks to strict cost control, EBITDA was up by 2.2% to HUF 25.7 bn and EBITDA margin was 42.2%.

 

                  In Macedonia, revenues decreased by 12.6% to HUF 10.2 bn, reflecting lower voice traffic due to strong mobile substitution and the emerging fixed line competition, as well as unfavourable FX movements (the Hungarian Forint on average strengthened by 8.8% to the Macedonian Denar). International wholesale traffic was especially impacted by competition from alternative operators. As a result, EBITDA decreased by 19.4% and EBITDA margin was down to 45.3% in Q3 2007.

 

                  Revenues of T-Com Crna Gora increased by 18.5% to HUF 7.3 bn in the third quarter of 2007. The strong increase in international retail and wholesale traffic revenues was driven by the increasing mobile penetration and by the classification of Serbian traffic as

 

2



 

international following the independence of Montenegro. Domestic voice traffic decreased due to the increasing mobile substitution. EBITDA was up by 24.4% to HUF 2.9 bn and EBITDA margin was 39.9%.

 

3



 

T-Mobile

 

Revenues before elimination declined by 5.5% to HUF 92.1 bn; EBITDA margin was 46.4%.

 

                  T-Mobile Hungary showed a revenue increase of 1.1% to HUF 72.4 bn as the healthy growth in the customer base and expansion of value added service revenues were offset by a decline in wholesale voice revenues, driven by the cut in mobile termination fees in February 2007. Although the increase in value added service revenues and usage continues, ARPU showed a 4.8% decrease due to the declining tariffs and the 15% cut in termination rates. Average acquisition cost per new customer increased by 12%, reflecting the higher subsidies for postpaid customers and 3G/HSDPA enabled devices. The customer mix improved further reaching a postpaid ratio of 36.9% at the end of the third quarter. EBITDA was HUF 32.1 bn with an EBITDA margin of 44.3%.

 

                  T-Mobile Macedonia reported revenue growth of 5.4% to HUF 11.8 bn in a growing market characterised by strong tariff competition. The improving customer mix and the strong, 22% increase in usage was offset by the continuously decreasing tariff level and the unfavourable FX impact, resulting in a 3% decline in ARPU levels. EBITDA was HUF 6.7 bn and margin reached a strong 56.8%.

 

                  Mobile revenues of T-Mobile Crna Gora increased by 37.5% to HUF 6.3 bn in Q3 2007, driven by expanding tourism, higher international traffic revenues and increased mobile termination rates. Market penetration increased to 185% at the end of September driven by the extended availability of SIM cards and the entrance of the third mobile competitor. EBITDA margin was 56.6% in Q3 2007.

 

                  Pro-M, the TETRA service company, reported HUF 1.9 bn revenues in Q3 2007 compared to HUF 10.2 bn in the same period of 2006. The revenue decline is due to the fact that in the third quarter of last year sale of network elements reached HUF 9.8 bn, while in the same period this year it only amounted to HUF 0.5 bn. At the same time service revenues reached HUF 1.4 bn and EBITDA was HUF 0.4 bn in the period.

 

T-Systems

 

Revenues before elimination increased by 46.9% to HUF 19.9 bn as the consolidation effect of the new subsidiaries offset the declining traditional voice revenues. KFKI Group and T-Systems Hungary contributed HUF 7.6 bn revenues and HUF 0.6 bn EBITDA to the segment results in Q3 2007. Excluding the new subsidiaries, revenues decreased by 4.6%, driven by the continuous pressure on voice tariffs and increasing mobile substitution. The segment’s EBITDA increased by 9.0% to HUF 3.5 bn and EBITDA margin was 17.6% in Q3 2007.

 

Headquarters and Shared services

 

Revenues before elimination were down by 3.8% to HUF 5.7 bn driven by lower marketing service revenues. EBITDA decreased by 22% to HUF -5.3 bn due to headcount reduction-related expenses of HUF 0.7 bn and higher investigation-related expenses (HUF 1.8 bn in Q3 2007 compared to HUF 1.3 bn in Q3 2006).

 

4



 

As previously disclosed, in the course of conducting their audit of our 2005 financial statements, PricewaterhouseCoopers Könyvvizsgáló és Gazdasági Tanácsadó Kft. identified two contracts, the nature and business purposes of which were not readily apparent. In February 2006, our Audit Committee initiated an independent investigation into this matter. In the course of the investigation, two further contracts entered into by Magyar Telekom Plc. were potentially raising concerns. To date, the independent investigators have been unable to find sufficient evidence to show that any of the four contracts under investigation resulted in the provision of services to us or to our subsidiaries under those contracts of a value commensurate with the payments we made under those contracts. The independent investigators have been unable to determine definitively the purpose of the contracts, and it is possible that the purpose may have been improper. The independent investigators further identified several contracts at our Macedonian subsidiary that could warrant further review. In February 2007, our Board of Directors determined that those contracts should be reviewed and expanded the scope of the independent investigation to cover these additional contracts and related transactions. We have approved and are currently implementing certain remedial measures designed to enhance our internal controls to ensure compliance with Hungarian and U.S. legal requirements and NYSE listing requirements.

As previously reported, the investigation delayed the finalization of our 2005 financial statements, and as a result we and some of our subsidiaries have failed and may fail to meet certain deadlines prescribed by U.S., Hungarian and other applicable laws and regulations for preparing and filing audited annual results and holding annual general meetings. We have to date been fined HUF 13 million as a consequence of these delays.

We have notified the Hungarian Financial Supervisory Authority, the U.S. Securities and Exchange Commission and the U.S. Department of Justice of the investigation, are in regular contact with these authorities regarding the investigation and are responding to inquiries raised by and the investigations being conducted by these authorities. The U.S. Department of Justice has recently expanded the scope of its investigation to include the actions taken by the Company in response to the findings of and issues raised by the Company’s internal investigation and a related subpoena and further informal document requests have been issued.

 

About Magyar Telekom

 

Magyar Telekom is the principal provider of telecom services in Hungary. Magyar Telekom provides a broad range of services including traditional fixed line and mobile telephony, data transmission, value-added, IT and system integration services. Magyar Telekom owns the majority of the shares of MakTel, the leading fixed line operator and its subsidiary T-Mobile Macedonia, the leading mobile operator in Macedonia. Magyar Telekom has a majority stake in Crnogorski Telekom. This Group provides fixed, mobile and Internet services in Montenegro. Key shareholders of Magyar Telekom as of September 30, 2007 include MagyarCom Holding GmbH (59.21%), owned by Deutsche Telekom AG. The remaining 40.79% is publicly traded.

 

This investor news contains forward-looking statements. Statements that are not historical facts, including statements about our beliefs and expectations, are forward-looking statements. These statements are based on current plans, estimates and projections, and therefore should not have undue reliance placed upon them. Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update publicly any of them in light of new information or future events.

 

Forward-looking statements involve inherent risks and uncertainties. We caution you that a number of important factors could cause actual results to differ materially from those contained in any forward-looking statement. Such factors are described in, among other things, our Annual Report on Form 20-F for the year ended December 31, 2006 filed with the U.S. Securities and Exchange Commission.

 

For detailed information on Magyar Telekom’s Q1-3 2007 results please visit our website:

(www.magyartelekom.hu/english/investorrelations/main.vm) or the website of the Budapest Stock Exchange (www.bse.hu).

 

5



 

MAGYAR TELEKOM

Consolidated

Income Statements - IFRS

(HUF million)

 

 

 

9 months ended Sep 30,

 

%

 

 

 

2006

 

2007

 

change

 

 

 

(Unaudited)

 

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Subscriptions

 

70,212

 

68,431

 

(2.5

)%

Domestic outgoing traffic

 

53,916

 

39,521

 

(26.7

)%

International outgoing traffic

 

7,880

 

7,922

 

0.5

%

Value added and other services

 

6,867

 

5,748

 

(16.3

)%

Voice - retail revenues

 

138,875

 

121,622

 

(12.4

)%

 

 

 

 

 

 

 

 

Domestic incoming traffic

 

6,716

 

7,719

 

14.9

%

International incoming traffic

 

14,918

 

15,764

 

5.7

%

Voice - wholesale revenues

 

21,634

 

23,483

 

8.5

%

 

 

 

 

 

 

 

 

Internet

 

36,278

 

43,032

 

18.6

%

Data

 

20,241

 

20,425

 

0.9

%

Multimedia

 

13,120

 

13,596

 

3.6

%

Equipment sales

 

3,215

 

3,570

 

11.0

%

Other revenues

 

6,606

 

6,947

 

5.2

%

 

 

 

 

 

 

 

 

Fixed line revenues

 

239,969

 

232,675

 

(3.0

)%

 

 

 

 

 

 

 

 

Voice - retail

 

141,497

 

146,533

 

3.6

%

Voice - wholesale

 

33,950

 

34,263

 

0.9

%

Visitor

 

4,716

 

5,692

 

20.7

%

Non-voice

 

29,210

 

33,080

 

13.2

%

Equipment sales and activation

 

16,278

 

15,419

 

(5.3

)%

Other revenues

 

11,869

 

6,809

 

(42.6

)%

 

 

 

 

 

 

 

 

Mobile revenues

 

237,520

 

241,796

 

1.8

%

 

 

 

 

 

 

 

 

System Integration/Information Technology revenues

 

12,853

 

29,173

 

127.0

%

 

 

 

 

 

 

 

 

Total revenues

 

490,342

 

503,644

 

2.7

%

 

 

 

 

 

 

 

 

Voice-, data- and Internet-related payments

 

(69,231

)

(65,376

)

(5.6

)%

Cost of equipment

 

(37,354

)

(28,918

)

(22.6

)%

Payments to agents and other subcontractors

 

(21,161

)

(35,623

)

68.3

%

Total revenue-related payments

 

(127,746

)

(129,917

)

1.7

%

Employee-related expenses

 

(66,143

)

(77,069

)

16.5

%

Depreciation and amortization

 

(90,783

)

(85,586

)

(5.7

)%

Other operating expenses - net

 

(97,635

)

(93,673

)

(4.1

)%

 

 

 

 

 

 

 

 

Total operating expenses

 

(382,307

)

(386,245

)

1.0

%

 

 

 

 

 

 

 

 

Operating profit

 

108,035

 

117,399

 

8.7

%

 

 

 

 

 

 

 

 

Net financial expenses

 

(21,622

)

(23,133

)

7.0

%

 

 

 

 

 

 

 

 

Share of associates’ profits

 

321

 

457

 

42.4

%

 

 

 

 

 

 

 

 

Profit before income tax

 

86,734

 

94,723

 

9.2

%

 

 

 

 

 

 

 

 

Income tax

 

(16,834

)

(24,855

)

47.6

%

 

 

 

 

 

 

 

 

Profit for the period

 

69,900

 

69,868

 

(0.0

)%

 

 

 

 

 

 

 

 

Attributable to:

 

 

 

 

 

 

 

Equity holders of the Company (Net income)

 

60,297

 

59,422

 

(1.5

)%

Minority interests

 

9,603

 

10,446

 

8.8

%

 

 

69,900

 

69,868

 

(0.0

)%

 



 

MAGYAR TELEKOM

Consolidated

Balance Sheets - IFRS

(HUF million)

 

 

 

Sep 30, 2006

 

Sep 30, 2007

 

% change

 

 

 

(Unaudited)

 

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

50,930

 

94,190

 

84.9

%

Other financial assets

 

23,572

 

7,543

 

(68.0

)%

Trade receivables

 

83,363

 

94,237

 

13.0

%

Inventories

 

11,113

 

10,390

 

(6.5

)%

Current recoverable income taxes

 

4,515

 

139

 

(96.9

)%

Other assets

 

22,897

 

13,506

 

(41.0

)%

 

 

 

 

 

 

 

 

Total current assets

 

196,390

 

220,005

 

12.0

%

 

 

 

 

 

 

 

 

Non-current assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Intangible assets

 

333,460

 

325,377

 

(2.4

)%

Property, plant and equipment

 

561,093

 

522,007

 

(7.0

)%

Investments in associates

 

5,184

 

4,455

 

(14.1

)%

Other financial assets

 

14,547

 

28,664

 

97.0

%

Deferred tax assets

 

10,493

 

2,251

 

(78.5

)%

 

 

 

 

 

 

 

 

Total non-current assets

 

924,777

 

882,754

 

(4.5

)%

 

 

 

 

 

 

 

 

Total assets

 

1,121,167

 

1,102,759

 

(1.6

)%

 

 

 

 

 

 

 

 

LIABILITIES AND EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans from related parties

 

54,000

 

40,000

 

(25.9

)%

Other financial liabilities

 

34,054

 

25,534

 

(25.0

)%

Accrued interest

 

5,190

 

6,898

 

32.9

%

Trade payables

 

56,213

 

67,594

 

20.2

%

Other liabilities

 

51,885

 

37,881

 

(27.0

)%

Provisions

 

5,322

 

9,428

 

77.2

%

Income tax liabilities

 

1,466

 

3,938

 

168.6

%

 

 

 

 

 

 

 

 

Total current liabilities

 

208,130

 

191,273

 

(8.1

)%

 

 

 

 

 

 

 

 

Non-current liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans from related parties

 

205,432

 

254,432

 

23.9

%

Other financial liabilities

 

22,150

 

55,961

 

152.6

%

Other liabilities

 

7,914

 

6,789

 

(14.2

)%

Provisions

 

2,554

 

10,913

 

327.3

%

Deferred tax liabilities

 

3,874

 

7,005

 

80.8

%

 

 

 

 

 

 

 

 

Total non-current liabilities

 

241,924

 

335,100

 

38.5

%

 

 

 

 

 

 

 

 

Total liabilities

 

450,054

 

526,373

 

17.0

%

 

 

 

 

 

 

 

 

EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issued capital

 

104,277

 

104,277

 

0.0

%

Additional paid in capital

 

27,380

 

27,380

 

0.0

%

Treasury shares

 

(1,926

)

(1,179

)

(38.8

)%

Retained earnings

 

461,529

 

384,314

 

(16.7

)%

Cumulative translation adjustment

 

9,310

 

(2,025

)

n.m.

 

Shareholders’ equity

 

600,570

 

512,767

 

(14.6

)%

Minority interests

 

70,543

 

63,619

 

(9.8

)%

Total equity

 

671,113

 

576,386

 

(14.1

)%

 

 

 

 

 

 

 

 

Total liabilities and equity

 

1,121,167

 

1,102,759

 

(1.6

)%

 



 

MAGYAR TELEKOM

Consolidated

Cashflow Statements - IFRS

(HUF million)

 

 

 

9 months ended Sep 30,

 

%

 

 

 

2006

 

2007

 

change

 

 

 

(Unaudited)

 

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

Profit for the year

 

69,900

 

69,868

 

(0.0

)%

Depreciation and amortization

 

90,783

 

85,586

 

(5.7

)%

Income tax expense

 

16,834

 

24,855

 

47.6

%

Net financial expenses

 

21,622

 

23,133

 

7.0

%

Share of associates’ profits

 

(321

)

(457

)

42.4

%

Change in working capital

 

(11,187

)

6,596

 

n.m.

 

Tax paid

 

(14,141

)

(7,983

)

(43.5

)%

Dividend received

 

157

 

72

 

(54.1

)%

Interest paid

 

(21,322

)

(24,491

)

14.9

%

Interest received

 

2,497

 

3,929

 

57.3

%

Other cashflows from operations

 

(4,343

)

(4,826

)

11.1

%

 

 

 

 

 

 

 

 

Net cash generated from operating activities

 

150,479

 

176,282

 

17.1

%

 

 

 

 

 

 

 

 

Cashflows from investing activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additions to tangible and intangible assets

 

(58,929

)

(49,903

)

(15.3

)%

Change in payables relating to capital expenditures

 

(13,439

)

(9,858

)

(26.6

)%

Purchase of subsidiaries and business units

 

(34,879

)

(1,835

)

(94.7

)%

Cash acquired through business combinations

 

373

 

485

 

30.0

%

Proceeds from / (Payments for) other financial assets - net

 

1,753

 

14,224

 

711.4

%

Proceeds from disposal of non current assets

 

6,354

 

8,307

 

30.7

%

 

 

 

 

 

 

 

 

Net cash used in investing activities

 

(98,767

)

(38,580

)

(60.9

)%

 

 

 

 

 

 

 

 

Cashflows from financing activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dividends paid to shareholders and minority interest

 

(75

)

(162,542

)

n.m.

 

Net proceeds of loans and other borrowings

 

(29,662

)

58,804

 

n.m.

 

Other

 

(26

)

386

 

n.m.

 

 

 

 

 

 

 

 

 

Net cash used in financing activities

 

(29,763

)

(103,352

)

247.2

%

 

 

 

 

 

 

 

 

Exchange gains / (losses) on cash

 

4,671

 

(367

)

n.m.

 

 

 

 

 

 

 

 

 

Change in cash and cash equivalents

 

26,620

 

33,983

 

27.7

%

 

 

 

 

 

 

 

 

Cash and cash equivalents, beginning of period

 

24,310

 

60,207

 

147.7

%

 

 

 

 

 

 

 

 

Cash and cash equivalents, end of period

 

50,930

 

94,190

 

84.9

%

 

 

 

 

 

 

 

 

Change in cash and cash equivalents

 

26,620

 

33,983

 

27.7

%

 



 

Summary of key operating statistics

 

GROUP

 

Sep 30, 2006

 

Sep 30, 2007

 

% change

 

 

 

 

 

 

 

 

 

EBITDA margin

 

40.5

%

40.3

%

n.a.

 

Operating margin

 

22.0

%

23.3

%

n.a.

 

Net income margin

 

12.3

%

11.8

%

n.a.

 

CAPEX to Sales

 

12.0

%

9.9

%

n.a.

 

ROA

 

7.3

%

7.1

%

n.a.

 

Net debt

 

241,134

 

274,194

 

13.7

%

Net debt / net debt + total capital

 

26.4

%

32.2

%

n.a.

 

Number of employees (closing full equivalent)

 

12,361

 

11,852

 

(4.1

)%

 

T-COM SEGMENT

 

Sep 30, 2006

 

Sep 30, 2007

 

% change

 

 

 

 

 

 

 

 

 

Hungarian fixed line operations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fixed line penetration (1)

 

31.0

%

29.4

%

n.a.

 

Number of closing lines (1)

 

 

 

 

 

 

 

Residential

 

1,922,442

 

1,819,198

 

(5.4

)%

Business

 

174,328

 

165,073

 

(5.3

)%

Payphone

 

21,607

 

20,255

 

(6.3

)%

ISDN channels

 

322,370

 

307,000

 

(4.8

)%

Total lines

 

2,440,747

 

2,311,526

 

(5.3

)%

 

 

 

 

 

 

 

 

Traffic in minutes (thousands) (1)

 

 

 

 

 

 

 

Local

 

2,140,656

 

2,005,337

 

(6.3

)%

Long distance

 

734,511

 

683,011

 

(7.0

)%

Fixed to mobile

 

359,739

 

277,547

 

(22.8

)%

Domestic outgoing traffic

 

3,234,906

 

2,965,895

 

(8.3

)%

International outgoing traffic

 

50,959

 

43,269

 

(15.1

)%

Internet

 

812,146

 

345,784

 

(57.4

)%

Total outgoing traffic

 

4,098,011

 

3,354,948

 

(18.1

)%

 

 

 

 

 

 

 

 

Data products

 

 

 

 

 

 

 

ADSL connections

 

451,033

 

588,876

 

30.6

%

Number of Internet subscribers

 

 

 

 

 

 

 

Dial-up

 

38,754

 

17,822

 

(54.0

)%

Leased line

 

672

 

652

 

(3.0

)%

DSL

 

295,867

 

384,072

 

29.8

%

W-LAN

 

1,292

 

711

 

(45.0

)%

CATV

 

45,339

 

79,889

 

76.2

%

Total Internet subscribers

 

381,924

 

483,146

 

26.5

%

Market share in the dial-up market (estimated)

 

35

%

40

%

n.a.

 

Cable television customers

 

409,016

 

412,289

 

0.8

%

Total broadband Internet access

 

498,336

 

680,548

 

36.6

%

 

 

 

 

 

 

 

 

Macedonian fixed line operations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Macedonian fixed line penetration

 

24.4

%

22.8

%

n.a.

 

Number of closing lines

 

 

 

 

 

 

 

Residential

 

440,785

 

410,087

 

(7.0

)%

Business

 

43,727

 

42,571

 

(2.6

)%

Payphone

 

2,168

 

2,028

 

(6.5

)%

ISDN channels

 

41,662

 

44,224

 

6.1

%

Total Macedonian lines

 

528,342

 

498,910

 

(5.6

)%

 

 

 

 

 

 

 

 

Macedonian traffic in minutes (thousands)

 

 

 

 

 

 

 

Local

 

897,333

 

832,134

 

(7.3

)%

Long distance

 

133,460

 

123,771

 

(7.3

)%

Fixed to mobile

 

93,749

 

80,753

 

(13.9

)%

Domestic outgoing traffic

 

1,124,542

 

1,036,658

 

(7.8

)%

International outgoing traffic

 

20,910

 

18,652

 

(10.8

)%

Internet

 

143,068

 

88,493

 

(38.1

)%

Total outgoing Macedonian traffic

 

1,288,520

 

1,143,803

 

(11.2

)%

 

 

 

 

 

 

 

 

Data products (Macedonia)

 

 

 

 

 

 

 

ADSL connections

 

13,315

 

24,840

 

86.6

%

Number of Internet subscribers

 

 

 

 

 

 

 

Dial-up

 

100,181

 

131,664

 

31.4

%

Leased line

 

139

 

149

 

7.2

%

DSL

 

13,315

 

24,840

 

86.6

%

Total Internet subscribers

 

113,635

 

156,653

 

37.9

%

Market share in the dial-up market (estimated)

 

94

%

94

%

n.a.

 

 



 

Montenegrin fixed line operations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Montenegrin fixed line penetration

 

31.7

%

30.5

%

n.a.

 

Number of closing lines

 

 

 

 

 

 

 

PSTN lines

 

175,492

 

167,640

 

(4.5

)%

ISDN channels

 

21,018

 

21,770

 

3.6

%

Total Montenegrin lines

 

196,510

 

189,410

 

(3.6

)%

 

 

 

 

 

 

 

 

Montenegrin traffic in minutes (thousands)

 

 

 

 

 

 

 

Local

 

234,874

 

220,021

 

(6.3

)%

Long distance

 

96,434

 

50,106

 

(48.0

)%

Fixed to mobile

 

30,049

 

23,554

 

(21.6

)%

Domestic outgoing traffic

 

361,357

 

293,681

 

(18.7

)%

International outgoing traffic

 

10,103

 

53,799

 

432.5

%

Internet

 

274,659

 

243,909

 

(11.2

)%

Total outgoing Montenegrin traffic

 

646,119

 

591,389

 

(8.5

)%

 

 

 

 

 

 

 

 

Data products (Montenegro)

 

 

 

 

 

 

 

ADSL connections

 

4,474

 

11,266

 

151.8

%

Number of Internet subscribers

 

 

 

 

 

 

 

Dial-up

 

26,128

 

30,263

 

15.8

%

Leased line

 

128

 

136

 

6.3

%

DSL

 

4,474

 

11,266

 

151.8

%

Total Internet subscribers

 

30,730

 

41,665

 

35.6

%

Market share in the dial-up market (estimated)

 

98

%

98

%

n.a.

 

 

T-MOBILE SEGMENT

 

Sep 30, 2006

 

Sep 30, 2007

 

% change

 

 

 

 

 

 

 

 

 

Hungarian mobile operations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mobile penetration

 

95.4

%

104.4

%

n.a.

 

Market share of T-Mobile Hungary

 

44.8

%

44.1

%

n.a.

 

Number of customers (RPC)

 

4,306,723

 

4,628,153

 

7.5

%

Postpaid share in the RPC base

 

33.9

%

36.9

%

n.a.

 

MOU

 

139

 

147

 

5.8

%

ARPU

 

4,793

 

4,565

 

(4.8

)%

Postpaid

 

9,998

 

8,726

 

(12.7

)%

Prepaid

 

2,267

 

2,214

 

(2.3

)%

Overall churn rate

 

17.3

%

15.8

%

n.a.

 

Postpaid

 

9.8

%

9.7

%

n.a.

 

Prepaid

 

21.0

%

19.2

%

n.a.

 

Enhanced services within ARPU

 

637

 

667

 

4.7

%

Average acquisition cost (SAC) per customer

 

6,110

 

6,838

 

11.9

%

 

 

 

 

 

 

 

 

Macedonian mobile operations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Macedonian mobile penetration

 

66.4

%

80.8

%

n.a.

 

Market share of T-Mobile Macedonia

 

67.1

%

63.2

%

n.a.

 

Number of customers (RPC)

 

925,994

 

1,065,910

 

15.1

%

Postpaid share in the RPC base

 

17.5

%

23.4

%

n.a.

 

MOU

 

71

 

86

 

21.1

%

ARPU

 

3,202

 

3,092

 

(3.4

)%

 

 

 

 

 

 

 

 

Montenegrin mobile operations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Montenegrin mobile penetration

 

108.5

%

185.1

%

n.a.

 

Market share of T-Mobile Crna Gora

 

40.2

%

34.1

%

n.a.

 

Number of customers (RPC) (2)

 

270,510

 

391,314

 

44.7

%

Postpaid share in the RPC base

 

15.5

%

16.3

%

n.a.

 

MOU

 

138

 

112

 

(18.8

)%

ARPU

 

4,196

 

3,537

 

(15.7

)%

 

T-SYSTEMS SEGMENT

 

Sep 30, 2006

 

Sep 30, 2007

 

% change

 

 

 

 

 

 

 

 

 

Number of closing lines

 

 

 

 

 

 

 

Business

 

65,613

 

60,768

 

(7.4

)%

Managed leased lines (Flex-Com connections) (1)

 

9,602

 

8,218

 

(14.4

)%

ISDN channels

 

168,644

 

165,930

 

(1.6

)%

Total lines

 

243,859

 

234,916

 

(3.7

)%

 

 

 

 

 

 

 

 

Traffic in minutes (thousands)

 

 

 

 

 

 

 

Local

 

324,273

 

246,036

 

(24.1

)%

Long distance

 

137,248

 

108,937

 

(20.6

)%

Fixed to mobile

 

103,062

 

71,141

 

(31.0

)%

Domestic outgoing traffic

 

564,583

 

426,114

 

(24.5

)%

International outgoing traffic

 

24,551

 

22,130

 

(9.9

)%

Internet

 

41,196

 

21,701

 

(47.3

)%

Total outgoing traffic

 

630,330

 

469,945

 

(25.4

)%

 


(1)

MT Plc. T-COM + Emitel (100% owned by Magyar Telekom Plc.)

(2)

In October 2006, prepaid voucher lifecycle was extended from 3 to 11 months in Montenegro, resulting in increase in the number of prepaid RPC.

 



 

Analysis of the Financial Statements

for the nine months ended September 30, 2007

 

Exchange rate information

 

The Euro weakened by 8.3% against the Hungarian Forint year on year (from 273.49 HUF/EUR on September 30, 2006 to 250.76 HUF/EUR on September 30, 2007). The average HUF/EUR rate decreased from 265.55 in the nine months of 2006 to 250.86 in the same period of 2007.

 

The U.S. Dollar depreciated by 18.0% against the Hungarian Forint year on year (from 215.74 HUF/USD on September 30, 2006 to 176.84 HUF/USD on September 30, 2007).

 

The Hungarian Forint strengthened year over year by 5.5% against the Macedonian Denar on average, affecting all revenue and expense lines of our Macedonian operations to a large extent.

 

Analysis of group income statements

 

As previously disclosed, in the course of conducting their audit of our 2005 financial statements, PricewaterhouseCoopers Könyvvizsgáló és Gazdasági Tanácsadó Kft. identified two contracts the nature and business purposes of which were not readily apparent. In February 2006, our Audit Committee initiated an independent investigation into this matter. In the course of the investigation, two further contracts entered into by Magyar Telekom Plc. were potentially raising concerns. To date, the independent investigators have been unable to find sufficient evidence to show that any of the four contracts under investigation resulted in the provision of services to us or to our subsidiaries under those contracts of a value commensurate with the payments we made under those contracts. The independent investigators have been unable to determine definitively the purpose of the contracts, and it is possible that the purpose may have been improper. The independent investigators further identified several contracts at our Macedonian subsidiary that could warrant further review. In February 2007, our Board of Directors determined that those contracts should be reviewed and expanded the scope of the independent investigation to cover these additional contracts and related transactions. We have approved and are currently implementing certain remedial measures designed to enhance our internal controls to ensure compliance with Hungarian and U.S. legal requirements and NYSE listing requirements.

 

As previously reported, the investigation delayed the finalization of our 2005 financial statements, and as a result we and some of our subsidiaries have failed and may fail to meet certain deadlines prescribed by U.S., Hungarian and other applicable laws and regulations for preparing and filing audited annual results and holding annual general meetings. We have to date been fined HUF 13 million as a consequence of these delays.

 

We have notified the Hungarian Financial Supervisory Authority, the U.S. Securities and Exchange Commission and the U.S. Department of Justice of the investigation, are in regular contact with these authorities regarding the investigation and are responding to inquiries raised by and the investigations being conducted by these authorities. The U.S. Department of Justice has recently expanded the scope of its investigation to include the

 

1



 

actions taken by the Company in response to the findings of and issues raised by the Company’s internal investigation and a related subpoena and further informal document requests have been issued.

 

Magyar Telekom incurred HUF 3.7 bn expenses relating to the investigation in the first nine months of 2007, which are included in other operating expenses in the Headquarters (“HQ”) and shared services segment.

 

Revenues

 

Fixed line voice-retail revenues decreased by 12.4% in the first three quarters of 2007 compared to the same period last year, mainly driven by lower domestic outgoing traffic revenues at Magyar Telekom Plc. due to wider use of flat-rate packages, lower usage and decreased customer base resulting mainly from competition and mobile substitution.

 

Subscription fees showed a slight decrease resulting from lower revenues in the Hungarian fixed line operations driven by decreased average number of both PSTN and ISDN subscribers. Lower subscription revenues at Maktel were mainly driven by decreased average PSTN customer base.

 

Domestic outgoing fixed line traffic revenues in the first nine months of 2007 amounted to HUF 39.5 bn compared to HUF 53.9 bn in the same period last year. Domestic outgoing traffic revenues decreased due to lower average per minute fees, lower usage and loss of fixed line customers mainly owing to competition from other fixed line service providers and mobile substitution. Both Magyar Telekom Plc. and Emitel offered several price discounts to customers choosing different tariff packages. Customized tariff packages represented 84.8% of the lines at Magyar Telekom Plc. at September 30, 2007. The most popular of these packages are the Felezõ (Halving) and the Favorit packages. Domestic outgoing traffic revenues decreased also at Maktel and at T-Com Crna Gora (“T-Com CG”) primarily due to lower usage reflecting the effect of mobile substitution and in case of T-Com CG the reclassification of calls to Serbia to international traffic.

 

International outgoing fixed line traffic revenues remained stable and reached HUF 7.9 bn in the first nine months of both 2007 and 2006. The slight (0.5%) increase in this revenue line is mainly due to higher amount of outgoing minutes at T-Com CG, as after the referendum on independence in May 2006 in Montenegro, calls to Serbia are classified as international traffic. This increase was compensated by lower outgoing international traffic revenues at Magyar Telekom Plc. and also at Maktel resulting from lower volume of minutes and decreased prices.

 

Value-added and other services revenues showed a 16.3% decline in the first three quarters of 2007 as compared to the same period last year. The decrease was owing to the lower amortization of deferred revenues as amortization of connection fees collected 10 years ago started to run out at Magyar Telekom Plc. T-Com. Lower other charges revenues at Magyar Telekom Plc. T-Systems, Maktel and T-Com CG also contributed to the decrease, which was partly offset by a significant increase in cable voice subscription fees in line with higher customer number at T-Kábel Hungary.

 

2



 

Fixed line voice-wholesale revenues increased by 8.5% in the first three quarters of 2007 compared to the same period in 2006 driven by higher domestic and international incoming traffic revenues.

 

Domestic incoming fixed line traffic revenues for the nine months ended September 30, 2007 increased by 14.9% compared to the same period in 2006. Traffic revenues from LTOs increased at Magyar Telekom Plc. due to the application of the new RIO prices based on NHH’s decision from June 2006 and applied retrospectively for the period September 2005-June 2006. Higher revenues from local loop unbundling also contributed to the increase at Magyar Telekom Plc. At Maktel, incoming domestic traffic revenue increase was driven by new network access contracts with other LTOs. Increase in T-Com CG’s incoming revenues from mobile operators resulted from higher traffic transited and higher prices effective from May 2007. These increases were somewhat compensated by lower incoming revenues from LTOs at T-Com CG reflecting the effect of the previously mentioned referendum last May.

 

International incoming fixed line traffic revenues increased to HUF 15.8 bn for the nine months ended September 30, 2007 compared to HUF 14.9 bn for the same period in 2006. International incoming revenues increased mainly at T-Com CG as interconnection with Telekom Serbia is presented as international in 2007. This increase was partly offset by lower international incoming revenues at Maktel resulting from decrease in traffic, lower MKD/SDR exchange rate and lower average settlement rates. At Magyar Telekom Plc., lower international incoming revenues were attributable to decreased circuit lease fees and less circuit lease contracts as international telecommunications operators have been establishing their own points of presence.

 

Internet revenues of the fixed line operations grew to HUF 43.0 bn in the first nine months of 2007 compared to HUF 36.3 bn in the same period last year. This growth was due to the strong increase in the number of ADSL, Internet and Cablenet subscribers in the Hungarian fixed line operations. The number of ADSL subscribers grew to 588,876 by September 30, 2007 (from 451,033 a year earlier) in Hungary and the number of T-Online Internet connections grew by 26.5% to 483,146 compared to the previous year. The proportion of higher revenue generating broadband Internet customers further increased within the customer base, which also contributed to the revenue growth. By the end of September 2007, the total number of our broadband connections reached almost 681,000 in our Hungarian fixed line operations. The number of ADSL and Internet subscribers also increased significantly at our foreign subsidiaries. Higher content and advertisement revenues in Hungary also positively affected Internet revenues.

 

Data revenues remained flat and amounted to HUF 20.4 bn in the first nine months of 2007 compared to HUF 20.2 bn in the same period of 2006. The continuous migration of narrowband to broadband data products resulted in lower narrowband revenues and higher broadband retail revenues mainly at Magyar Telekom Plc. T-Systems.

 

Multimedia revenues amounted to HUF 13.6 bn in the first nine months of 2007 as compared to HUF 13.1 bn in the same period of 2006. The increase is mainly due to the growth in cable TV revenues resulting from the increase in average number of cable TV subscribers in Hungary and price increases effective from January 1, 2007.

 

Revenues from fixed line equipment sales increased in the first three quarters of 2007 compared to the same period in 2006. The increase is mainly driven by higher

 

3



 

EKG-related rental fee at Magyar Telekom Plc. T-Systems, sale of network in August 2007 at Combridge and increase at Maktel owing to more phonesets and ADSL modems sold in 2007. These increases were somewhat offset by equipment sales revenue decrease at Magyar Telekom Plc. T-Com.

 

Other fixed line revenues increased by 5.2% in the first three quarters of 2007 compared to last year. Other revenues include construction, maintenance, rental, wholesale infrastructure service and miscellaneous revenues. The increase in this revenue line is the result of higher revenues from services provided by Real Estate Management area for Magyar Posta and other companies and higher human resources revenues from educational and holiday services at Magyar Telekom Plc. HQ.

 

Revenues from mobile telecommunications services amounted to HUF 241.8 bn for the nine months ended September 30, 2007 compared to HUF 237.5 bn for the same period in 2006 (a 1.8% increase). The increase in mobile revenues resulted from higher voice traffic revenue primarily at our foreign mobile operators and higher non-voice revenues at each mobile operator, which was almost offset by decreased other revenue primarily due to Pro-M PrCo. Ltd.’s (“Pro-M”) lower TETRA-related revenue in 2007.

 

Within mobile telecommunications services, voice traffic revenues represent the largest portion of revenues. It increased by 3.5% and amounted to HUF 186.5 bn in the first nine months of 2007. The increase at T-Mobile Macedonia (“T-Mobile MK”) is due to the higher average customer base and MOU, while at T-Mobile Crna Gora (“T-Mobile CG”) resulted from increased customer base, partly offset by lower MOU and lower per minute rates. The significant increase in visitor revenues is driven by much higher visitor traffic at T-Mobile CG.

 

T-Mobile Hungary’s (“TMH”) average usage per customer per month measured in MOU increased by 5.8% from 139 minutes in the first three quarters of 2006 to 147 minutes in the same period of 2007. TMH’s monthly average revenue per user (“ARPU”) decreased by 4.8% from HUF 4,793 in the first nine months of 2006 to HUF 4,565 for the same period of 2007, mainly as a result of lower average per minute fees.

 

Mobile penetration reached 104.4% in Hungary and TMH accounts for 44.1% market share in the highly competitive mobile market at September 30, 2007. TMH’s average customer base increased by 6.0% year over year. The proportion of postpaid customers increased to 36.9% at September 30, 2007 from 33.9% a year earlier.

 

Higher voice revenues at T-Mobile MK were driven by higher MOU and higher average number of mobile customers, partly offset by lower per minute rates. The number of T-Mobile MK customers increased by 15.1% and reached 1,065,910 at September 30, 2007. T-Mobile MK’s average usage per customer per month measured in MOU increased by 21.1% from 71 minutes in the first three quarters of 2006 to 86 minutes in the same period of 2007.

 

T-Mobile CG generated HUF 14.0 bn revenues in the first three quarters of 2007 compared to HUF 10.4 bn in the same period of 2006 before inter-company eliminations. As of September 30, 2007, T-Mobile CG had 391,314 customers compared to 270,510 a year earlier. The strong increase in the customer base was mainly influenced by the extended repaid voucher lifecycle from 3 to 11 months effective from October 2006. This

 

4



 

increase in the customer base was partly compensated by lower MOU and lower per minute fees.

 

Voice-wholesale traffic revenues reached HUF 34.3 bn in the first nine months of 2007 compared to HUF 34.0 bn in the same period last year. The small increase was partly due to increased incoming international traffic and higher interconnection prices at T-Mobile MK as well higher interconnection traffic with Cosmofon. At T-Mobile CG the growth resulted from increased interconnection fees with Promonte from February 2007. These increases were almost offset by lower interconnection revenues at TMH in line with decrease in termination rates effective from February 2007.

 

Total mobile revenue increase was supported also by higher non-voice revenues primarily due to TMH’s increased access revenues (data, WAP, Internet, GPRS) and corporate services revenues.

 

Mobile equipment sales revenues showed a decrease in the first nine months of 2007 compared to the same period last year due to the decrease in TMH’s revenues reflecting lower average handset prices and lower equipment sales ratio, partially offset by more gross additions to customers. This decrease was somewhat offset by higher equipment sales revenues at T-Mobile MK and at T-Mobile CG mainly as a result of higher number of gross additions.

 

Lower mobile other revenues were due to significant decrease in TETRA-related revenues at Pro-M in the first three quarters of 2007. Pro-M’s EDR activities contributed HUF 5.3 bn to total mobile revenues in the first nine months of 2007.

 

System Integration (“SI”) and IT revenues reached HUF 29.2 bn in the first three quarters of 2007 compared to HUF 12.9 bn in the same period last year mainly due to the consolidation of Dataplex and KFKI revenues since their acquisitions (in the second and the third quarter of 2006, respectively) and the consolidation of T-Systems Hungary this year. The increase was also due to higher outsourcing revenues (e.g. E.ON, Budapest Bank, Erste Bank) at Magyar Telekom Plc. T-Systems.

 

Operating Expenses

 

Voice-, data- and Internet-related payments decreased to HUF 65.4 bn in the first nine months of 2007 compared to HUF 69.2 bn in the same period of 2006. Lower mobile outpayments at the fixed line LoBs of Magyar Telekom Plc. were due to lower traffic and lower fixed to mobile termination rates effective from February 2, 2007. Lower outpayments at TMH were driven by the decreases in termination fees, partly offset by increased traffic. These decreases were somewhat offset by the increase in mobile outpayments at T-Mobile CG due to increased interconnection fees from February 2007 with Promonte. Higher voice-related payments at T-Com CG resulted from increased mobile traffic transited and higher interconnection fees from May 2007.

 

The cost of telecommunications equipment in the first three quarters of 2007 was HUF 28.9 bn compared to HUF 37.4 bn in the same period of 2006. The decrease is mainly due to the significantly lower cost of equipment at Pro-M as the main part of EDR network was completed last year. At T-Mobile MK and TMH cost of equipment increased driven by higher gross addition of customers and higher average cost of phonesets. At Magyar

 

5



 

Telekom Plc. the volume of equipment sales decreased in the first nine months of 2007 compared the same period of 2006.

 

Payments to agents and other subcontractors showed an increase of 68.3% in the first three quarters of 2007 compared to the same period of 2006. The strong increase mainly related to higher SI/IT-related payments due to the inclusion of KFKI Group’s and T-Systems Hungary’s expenses.

 

Employee-related expenses in the first nine months of 2007 amounted to HUF 77.1 bn compared to HUF 66.1 bn in the same period of 2006 (an increase of 16.5%). Employee- related expenses increased mainly at Magyar Telekom Plc. and also at T-Mobile CG in line with higher severance expenses. The increase was also attributable to the inclusion of new subsidiaries (such as KFKI Group, T-Systems Hungary and M Factory). Despite these acquisitions, the group headcount number decreased from 12,361 on September 30, 2006 to 11,852 on September 30, 2007.

 

Depreciation and amortization decreased by 5.7% to HUF 85.6 bn in the first three quarters of 2007 from HUF 90.8 bn in the same period of 2006. Lower amount of depreciation is mainly driven by the lower asset base at Magyar Telekom Plc.

 

Other operating expenses - net decreased by 4.1% year over year. Other net operating expenses include HUF 26.9 bn materials and maintenance fees, HUF 24.3 bn service fees, HUF 13.9 bn marketing fees, HUF 11.3 bn fees and levies, HUF 8.4 bn consultancy and HUF 8.9 bn other expenses. The decrease in other net operating expenses was driven by fees paid by TMH to the Universal Telecommunications Support Fund in 2006 and lower marketing expenses mainly at Magyar Telekom Plc. due to less intensive advertising activity in the first three quarters of 2007. These decreases were partly offset by the consolidation of new subsidiaries such as T-Systems Hungary and KFKI Group. Other operating expenses - net include HUF 3.7 bn expenses Magyar Telekom incurred relating to the ongoing investigation.

 

Operating Profit

 

Operating margin for the nine months ended September 30, 2007 was 23.3%, while operating margin for the same period in 2006 was 22.0%. The increase is due to the fact that in percentage terms the increase in revenues was higher than the growth in expenses (the drivers of which is explained above).

 

Net financial expenses

 

Net financial expenses amounted to HUF 23.1 bn in the first three quarters of 2007 compared to HUF 21.6 bn in the same period of 2006. Net financial expenses increased mainly due to higher interest paid at Magyar Telekom Plc. resulting from the higher amount of loan received and higher average interest rate. The proportion of loan portfolio with variable interest rates was 35.2% at the parent company so we could utilize the positive effect of falling HUF interest rates. Lower net foreign exchange losses resulting from the strengthening of HUF and higher interest and other financial income at Maktel and Pro-M partly compensated the increase in net financial expenses.

 

6



 

Share of associates’ profits

 

Share of associates’ profits amounted to HUF 457 million for the nine months ended September 30, 2007 compared to HUF 321 million for the same period in 2006 as T-Systems Hungary (which decreased this revenue line in the first three quarters of 2006) became fully consolidated company of the Group from January 1, 2007.

 

Income tax

 

Income tax expense increased from HUF 16.8 bn for the first nine months of 2006 to HUF 24.9 bn in the same period of 2007 mainly due to the full year solidarity tax liability, higher local business tax because of higher total revenue and higher deferred tax on undistributed profit.

 

Minority interests

 

Minority interests in the first three quarters of 2007 increased by 8.8% compared to the same period of 2006 and amounted to HUF 10.4 bn. The increase is mainly due to the better performance of T-Mobile MK and T-Mobile CG.

 

Analysis of group balance sheets

 

Total assets as of September 30, 2006 were HUF 1,121 bn. Total assets amounted to HUF 1,103 bn as of September 30, 2007.

 

Cash and cash equivalents

 

In 2007, Magyar Telekom changed its disclosure of Cash and cash equivalents. In prior periods, Cash and cash equivalents included bank balances whose original maturity was more than three months at the balance sheet date, however, most of them expired within three months after the balance sheet date. From 2007, Cash and cash equivalents include only those bank balances whose original maturity is less than three months. We have restated the prior period disclosures, which resulted in the decrease of the Cash and cash equivalents balance as of December 31, 2005, June 30, 2006, September 30, 2006 and December 31, 2006, with a corresponding increase in current Other financial assets.

 

Cash and cash equivalents increased from HUF 50.9 bn at September 30, 2006 to HUF 94.2 bn at September 30, 2007 mainly due to high amount of cash accumulated at the Macedonian and Montenegrin subsidiaries. The significant increase in Stonebridge’s cash balance was owing to dividend received from Maktel after its 2005 results.

 

Loans and other borrowings

 

The current portion of loans and other borrowings decreased by 25.6% from September 30, 2006 to HUF 65.5 bn at September 30, 2007. Non current loans and other borrowings increased by 36.4% from September 30, 2006 to HUF 310.4 bn at September 30, 2007.

 

7



 

The increase in the total loan portfolio resulted from the financing of KFKI and Dataplex acquisitions and the dividend related to 2005 and 2006 paid in January 2007 and May 2007, respectively.

 

At September 30, 2007, almost 100% of the loan portfolio was HUF denominated. The gearing ratio defined as net debt divided by net debt plus total equity was 32.2% at September 30, 2007 compared to 26.4% a year earlier.

 

Trade payables

 

Trade and other payables increased from HUF 56.2 bn as of September 30, 2006 to HUF 67.6 bn as of September 30, 2007. This significant increase is mainly due to the longer payment period at T-Mobile Hungary in 2007 (in line with the merged treasury practices with Magyar Telekom Plc.) and the inclusion of the trade payable balance of our new subsidiaries.

 

Analysis of group cashflow

 

Net cash generated from operating activities increased by 17.1% compared to the first nine months of 2006 and amounted to HUF 176,282 million in the same period of 2007 primarily due to the combined effect of strong decrease in working capital requirements, higher EBITDA and lower income tax paid.

 

Net cash used in investing activities amounted to HUF 38,580 million in the first three quarters of 2007, while it was HUF 98,767 million for the same period in 2006. This significant decrease in cash outflow is predominantly due to the lower amount paid for purchase of new subsidiaries and lower additions to tangible and intangible assets.

 

Net cash used in financing activities amounted to HUF 103,352 million in the first nine months of 2007 compared to HUF 29,763 million in the same period of 2006. While during the first three quarters of 2006, Magyar Telekom repaid a net HUF 29,662 million loan, in the same period of 2007 it took a net HUF 58,804 million loan. Dividends paid to shareholders increased by HUF 162,467 million due to dividend payment after the 2005 and 2006 results in 2007 at Magyar Telekom Plc.

 

Analysis of segment results

 

Please note that starting from the 1Q07 flash report, Magyar Telekom changed its previously applied segment disclosure as a result of the change in the management structure of Group. Prior years’ segment disclosures are being amended to facilitate comparability with the disclosure of 2007.

 

The segments are based on the business lines (T-Com, T-Mobile, T-Systems and Headquarter and shared services), which include both Hungarian and foreign activities. The total fixed line operations in the foreign countries are included in our T-Com segment. Reported segments are consistent with information used by management for internal reporting and monitoring purposes. In addition, the Company’s secondary format for reporting segment information is geographical segments.

 

The sum of the financial results of the four segments presented below does not equal to the group financial results because of intersegment eliminations.

 

8



 

T-Com segment

 

T-Com segment includes the results of our fixed line operations other than Magyar Telekom Plc. T-Systems, Magyar Telekom Plc. HQ, T-Systems Hungary, Integris, BCN Group, KFKI Group and EurAccount.

 

HUF millions

 

9 months ended
Sep 30, 2006

 

9 months ended
Sep 30, 2007

 

Change (%)

 

Voice - retail revenues

 

121,454

 

107,829

 

(11.2

)

Voice - wholesale revenues

 

34,642

 

34,852

 

0.6

 

Internet

 

35,156

 

42,632

 

21.3

 

Other revenues

 

45,480

 

45,415

 

(0.1

)

Total revenues

 

236,732

 

230,728

 

(2.5

)

EBITDA

 

97,060

 

93,268

 

(3.9

)

Operating profit

 

47,566

 

50,240

 

5.6

 

Gross additions to tangible and intangible fixed assets

 

23,845

 

21,995

 

(7.8

)

 

EBITDA = Earnings before net interest and other charges, taxes, depreciation and amortization

 

T-Com Hungary (incl. also our foreign points of presence in Bulgaria, Romania and Ukraine)

 

HUF millions

 

9 months ended
Sep 30, 2006

 

9 months ended
Sep 30, 2007

 

Change (%)

 

Voice - retail revenues

 

92,475

 

82,950

 

(10.3

)

Voice - wholesale revenues

 

22,918

 

21,122

 

(7.8

)

Internet

 

32,410

 

39,292

 

21.2

 

Other revenues

 

40,522

 

39,964

 

(1.4

)

Total revenues

 

188,325

 

183,328

 

(2.7

)

EBITDA

 

75,846

 

73,056

 

(3.7

)

Operating profit

 

35,555

 

37,144

 

4.5

 

 

Maktel

 

HUF millions

 

9 months ended
Sep 30, 2006

 

9 months ended
Sep 30, 2007

 

Change (%)

 

Total revenues

 

33,501

 

30,350

 

(9.4

)

EBITDA

 

15,694

 

14,636

 

(6.7

)

 

T-Com CG

 

HUF millions

 

9 months ended
Sep 30, 2006

 

9 months ended
Sep 30, 2007

 

Change (%)

 

Total revenues

 

15,247

 

17,277

 

13.3

 

EBITDA

 

5,304

 

5,486

 

3.4

 

 

9



 

Revenues in the T-Com segment decreased by 2.5% year over year driven by lower voice retail revenues, partly compensated by higher Internet revenues. The domestic outgoing fixed voice business experienced a decline mainly due to price discounts, lower usage and due to loss of lines reflecting the effect of strong competition and mobile substitution. International outgoing traffic revenues increased due to higher revenues at T-Com CG as traffic to Serbia is classified as international following the referendum on independence last May. This increase in this revenue line was partly compensated by lower international revenues both at Magyar Telekom Plc. T-Com and Maktel as a result of decreased volume of traffic and lower average fees. Incoming traffic revenues remained stable as higher international incoming revenues were almost offset by lower domestic incoming revenues. Internet revenues increased by 21.3% in the first nine months of 2007 compared to the same period of 2006 driven by strong volume increases in the number of ADSL and Internet subscribers both in Hungary and at our foreign subsidiaries as well as higher Cablenet customer base at T-Kábel Hungary. Higher content revenues at M Factory (former Mobilpress) and increased advertisement revenues at T-Online Hungary also had favorable effects on Internet revenues. Lower data revenues were driven by the decrease at Magyar Telekom Plc. T-Com. Multimedia revenues showed an increase due to higher Cable TV revenues in line with larger customer base and higher prices at T-Kábel Hungary.

 

Operating profit of the T-Com segment increased by 5.6%. While total revenues decreased by 2.5%, operating expenses decreased by 4.6% mainly owing to lower depreciation and amortization and revenue-related payments. These decreases were partly offset by increased employee-related expenses.

 

T-Mobile segment

 

T-Mobile segment includes the results of T-Mobile Hungary, Pro-M, T-Mobile Macedonia and T-Mobile Crna Gora.

 

HUF millions

 

9 months ended
Sep 30, 2006

 

9 months ended
Sep 30, 2007

 

Change (%)

 

Voice - retail

 

141,584

 

147,554

 

4.2

 

Voice - wholesale

 

46,717

 

45,173

 

(3.3

)

Visitor

 

7,204

 

7,946

 

10.3

 

Non-voice

 

29,443

 

32,971

 

12.0

 

Equipment sales and activation

 

16,268

 

15,438

 

(5.1

)

Other revenues

 

12,613

 

8,692

 

(31.1

)

Total revenues

 

253,829

 

257,774

 

1.6

 

EBITDA

 

104,713

 

114,691

 

9.5

 

Operating profit

 

69,024

 

79,963

 

15.8

 

Gross additions to tangible and intangible fixed assets

 

29,573

 

24,528

 

(17.1

)

 

10



 

T-Mobile Hungary

 

HUF millions

 

9 months ended
Sep 30, 2006

 

9 months ended
Sep 30, 2007

 

Change (%)

 

Voice - retail

 

117,977

 

122,186

 

3.6

 

Voice - wholesale

 

39,845

 

36,462

 

(8.5

)

Visitor

 

4,586

 

4,718

 

2.9

 

Non-voice

 

25,144

 

27,552

 

9.6

 

Equipment sales and activation

 

14,737

 

13,443

 

(8.8

)

Other revenues

 

1,649

 

3,917

 

137.5

 

Total revenues

 

203,938

 

208,278

 

2.1

 

EBITDA

 

83,608

 

89,668

 

7.2

 

Operating profit

 

56,500

 

61,862

 

9.5

 

 

Pro-M (Tetra)

 

HUF millions

 

9 months ended
Sep 30, 2006

 

9 months ended
Sep 30, 2007

 

Change (%)

 

Total revenues

 

10,867

 

5,253

 

(51.7

)

EBITDA

 

(382

)

1,460

 

n.m.

 

 

T-Mobile Macedonia

 

HUF millions

 

9 months ended
Sep 30, 2006

 

9 months ended
Sep 30, 2007

 

Change (%)

 

Total revenues

 

28,935

 

31,417

 

8.6

 

EBITDA

 

16,325

 

17,503

 

7.2

 

 

T-Mobile Crna Gora

 

HUF millions

 

9 months ended
Sep 30, 2006

 

9 months ended
Sep 30, 2007

 

Change (%)

 

Total revenues

 

10,378

 

13,969

 

34.6

 

EBITDA

 

5,162

 

6,060

 

17.4

 

 

Revenues in the T-Mobile segment increased by 1.6% in the first three quarters of 2007 compared to the same period of 2006 resulting from higher voice traffic revenue at T-Mobile CG and at T-Mobile MK and higher non-voice revenues mainly at TMH. Increases were partly offset by lower TETRA-related revenues at Pro-M.

 

The growth in TMH’s voice-retail revenues resulted mainly from increased average customer base and also from higher MOU, partly offset by decrease in tariffs. Average monthly usage per TMH subscriber increased by 5.8% from 139 minutes in the first nine months of 2006 to 147 minutes in the same period of 2007. TMH customer base increased by 7.5% to 4,628,153 subscribers, including 2,918,056 prepaid customers by September 30, 2007. T-Mobile Hungary’s ARPU decreased by 4.8% from HUF 4,793 in the first three quarters of 2006 to HUF 4,565 in the same period of 2007. Revenues from call terminations showed a decrease primarily affected by lower termination fees at TMH applied from February 2, 2007. Non-voice revenues increased due to higher data access

 

11



 

and corporate services revenues. Equipment sales revenues declined year over year owing to lower average handset prices and equipment sales ratio, partially offset by more gross additions. Increase in other revenues is mainly driven by revenues from internal services in 2007.

 

Operating profit at TMH increased by 9.5%, as total revenues increased by HUF 4.3 bn while operating expenses decreased by HUF 1.0 bn year over year. Operating expenses decreased due to the combined effect of decreased payments to other mobile operators, increased other net operating expenses, employee-related expenses, depreciation and amortization and higher cost of equipment.

 

Total revenues of T-Mobile MK increased by 8.6% in the first three quarters of 2007 mainly due to higher MOU and higher average customer base, partly offset by lower per minute rates. T-Mobile MK’s subscriber base increased by 15.1%, to 1,065,910 including 816,755 prepaid customers on September 30, 2007. T-Mobile MK had 63.2% share in the Macedonian mobile market and mobile penetration was 80.8% at the end of September 2007. Non-voice revenues increased as a result of higher number of SMSs.

 

Total operating expenses of T-Mobile MK remained flat as higher cost of equipment and payments to domestic and international operators were offset by decrease in depreciation and amortization and other net operating expenses.

 

Total revenues of T-Mobile CG amounted to HUF 14.0 bn in the first nine months of 2007 compared to HUF 10.4 bn in the same period of 2006. This increase was attributable to the significantly higher number of customers, partly offset by lower MOU and lower per minute fees. Voice-wholesale revenues were positively hit by the change in interconnection fee with Promonte from February 2007 and with T-Com CG from June 2007. The growth in visitor revenues reflects a strong increase in visitor minutes.

 

Operating profit at T-Mobile CG significantly increased driven by higher increase in revenues than in operating expenses. The growth in operating expenses was driven by the increase in payments to both fixed line and mobile operators, higher employee-related expenses, partly compensated by lower depreciation and amortization as well as lower other net operating expenses.

 

T-Systems segment

 

T-Systems segment includes the results of Magyar Telekom Plc. T-Systems, T-Systems Hungary, Integris, BCN Group and KFKI Group.

 

HUF millions

 

9 months ended
Sep 30, 2006

 

9 months ended
Sep 30, 2007

 

Change (%)

 

Voice revenues

 

17,428

 

13,379

 

(23.2

)

SI/IT revenues

 

11,586

 

28,253

 

143.9

 

Other revenues

 

14,209

 

15,104

 

6.3

 

Total revenues

 

43,223

 

56,736

 

31.3

 

EBITDA

 

11,372

 

11,561

 

1.7

 

Operating profit

 

8,840

 

7,175

 

(18.8

)

Gross additions to tangible and intangible fixed assets

 

3,355

 

1,451

 

(56.8

)

 

12



 

The strong increase of 31.3% in the revenues of T-Systems segment primarily resulted from higher SI/IT revenues reflecting the consolidation effect of KFKI Group and T-Systems Hungary revenues in the first nine months of 2007. Higher revenues at Magyar Telekom Plc. T-Systems also positively hit SI/IT-related revenues. These increases were partly offset by lower voice retail revenues.

 

Despite the considerable revenue growth, operating profit dropped by 18.8% owing to higher subcontractor expenses, employee-related expenses and depreciation and amortization, partly compensated by lower cost of equipment.

 

HQ and shared services segment

 

HQ and shared services segment includes the results of Magyar Telekom Plc. HQ and EurAccount.

 

HUF millions

 

9 months ended
Sep 30, 2006

 

9 months ended
Sep 30, 2007

 

Change (%)

 

Total revenues

 

18,808

 

17,460

 

(7.2

)

EBITDA

 

(14,326

)

(16,535

)

15.4

 

Operating profit

 

(17,395

)

(19,979

)

14.9

 

Gross additions to tangible and intangible fixed assets

 

2,156

 

1,929

 

(10.5

)

 

The Headquarters and shared services segment performs strategic and cross-divisional management functions for the Magyar Telekom Group, as well as real estate, marketing, security, procurement, human resources and accounting services, mainly internally within the Group. Revenues of the segment decreased mainly due to less marketing services provided internally within the group. Operating expenses of HQ segment significantly exceeded its revenues and this led to negative EBITDA and operating profit in both periods. Higher negative operating results were mainly due to increase in employee-related expenses driven by higher severance expenses in the first three quarters of 2007.

 

13



 

Magyar Telekom

 

Company name:

Magyar Telekom Plc.

Company address:

H-1013 Budapest Krisztina krt. 55.

Sector:

Telecommunications

Reporting period:

January 1, 2007 – September 30, 2007

Telephone:

36-1-458-04-24

Fax:

36-1-458-04-43

E-mail address:

investor.relations@telekom.hu

Investor Relations manager:

Szabolcs Czenthe

 

PK1. General information about financial data

 

 

 

Yes

 

No

 

 

 

Audited

 

 

 

x

 

 

 

Consolidated

 

x

 

 

 

 

 

Accounting principles

 

Hungarian

 

IFRS x

 

Other

 

 

PK2. Consolidated Companies with direct ownership of Magyar Telekom Plc.

 

Name

 

Equity /
Registered
Capital (mHUF)

 

Interest held
(direct and
indirect)

 

Voting right

 

Classification

 

Stonebridge

 

mEUR 349

 

100.00

%

100.00

%

L

 

Crnogorski Telekom

 

mEUR 141

 

76.53

%

76.53

%

L

 

Pro-M

 

5,200

 

100.00

%

100.00

%

L

 

Investel

 

4,453

 

100.00

%

100.00

%

L

 

BCN Rendszerház

 

3,500

 

100.00

%

100.00

%

L

 

Emitel *

 

3,110

 

100.00

%

100.00

%

L

 

Vidanet

 

2,000

 

90.00

%

50.00

%

L

 

T-Online Hungary*

 

1,906

 

100.00

%

100.00

%

L

 

T-Kábel Hungary

 

920

 

100.00

%

100.00

%

L

 

Dataplex

 

900

 

100.00

%

100.00

%

L

 

EPT

 

777

 

97.20

%

97.20

%

L

 

Integris Rendszerház

 

615

 

100.00

%

100.00

%

L

 

T-Systems Hungary

 

500

 

100.00

%

100.00

%

L

 

EurAccount

 

450

 

100.00

%

100.00

%

L

 

KFKI-LNX

 

220

 

100.00

%

100.00

%

L

 

IQSYS

 

211

 

100.00

%

100.00

%

L

 

TeleData

 

39

 

50.98

%

50.98

%

L

 

Kitchen Budapest

 

25

 

100.00

%

100.00

%

L

 

ProMoKom

 

23

 

100.00

%

100.00

%

L

 

M Factory

 

20

 

92.00

%

92.00

%

L

 

Mindentudás Egyeteme

 

5

 

60.00

%

60.00

%

L

 

Matáv

 

4

 

100.00

%

100.00

%

L

 

Axelero

 

4

 

100.00

%

100.00

%

L

 

MatávKábel TV

 

4

 

100.00

%

100.00

%

L

 

Viabridge

 

mEUR 1.16

 

100.00

%

100.00

%

L

 

Novatel Ukraine

 

mEUR 0.28

 

100.00

%

100.00

%

L

 

Telemacedonia

 

mEUR 0.01

 

100.00

%

100.00

%

L

 

Combridge

 

mROL 3.29

 

100.00

%

100.00

%

L

 

Novatel EOOD

 

mBGN 0.3

 

100.00

%

100.00

%

L

 

Orbitel

 

mBGN 0.078

 

100.00

%

100.00

%

L

 

 


* The Court of Registry has registered the merger of T-Online Hungary Co. Ltd.’s internet access area into Magyar Telekom Plc and the integration of Emitel Co. Ltd. with Magyar Telekom Plc. as of September 30, 2007. From October 1, 2007, Magyar Telekom Plc will be the legal successor of Emitel Co. Ltd. and the access business line separated from T-Online Hungary Co. Ltd. T-Online Hungary’s web and content services business area will operate under the name [origo] Media and Communications Co. Ltd. as a Magyar Telekom Group member company and as the legal successor of the remaining content area of T-Online Hungary.

 

1



 

PK6. Significant off-balance sheet items

 

Description

 

Value (HUF million)

 

Future finance lease obligations

 

53,666

 

Future obligations from rental and operating lease contracts

 

35,787

 

Future obligation from capex contracts

 

(3,240

)

Other future obligations

 

 

 

TSZ2/1. Changes in the headcount (number of persons) employed

 

 

 

End of reference
period

 

Current period
opening

 

Current period
closing

 

Company

 

7,005

 

6,980

 

6,744

 

Group

 

12,361

 

12,341

 

11,852

 

 

TSZ2/2. Changes in the headcount (number of persons) employed in full time by the company/group

 

 

 

Start of the
business year

 

End of the I.
quarter

 

End of the II.
quarter

 

End of the III.
quarter

 

End of the
business year

 

Company

 

6,980

 

6,941

 

6,858

 

6,744

 

 

 

Group

 

12,341

 

12,365

 

12,262

 

11,852

 

 

 

 

RS1. Ownership Structure, Ratio of Holdings and Votes

 

 

 

Total equity

 

 

 

Opening (January 1st, 2007)

 

Closing (September 30th, 2007)

 

Description of owners

 

Ownership
ratio %

 

Voting
right %

 

No. of shares

 

Ownership
ratio %

 

Voting
right %

 

No. of shares

 

Domestic institution/company

 

4.66

 

4.67

 

48,557,295

 

4.97

 

4.98

 

51,818,017

 

Foreign institution/company

 

79.80

 

79.99

 

832,189,613

 

87.39

 

87.51

 

911,239,194

 

Domestic individual

 

1.18

 

1.18

 

12,261,779

 

1.41

 

1.41

 

14,648,409

 

Foreign individual

 

0.01

 

0.01

 

142,621

 

0.01

 

0.01

 

149,694

 

Employees, senior officers

 

n.a.

 

n.a.

 

n.a.

 

n.a.

 

n.a.

 

n.a.

 

Treasury Shares

 

0.24

 

n.a.

 

2,456,659

 

0.14

 

0.00

 

1,503,541

 

Government Institutions

 

0.18

 

0.18

 

1,874,242

 

0.00

 

0.00

 

30,864

 

International Development Institutions

 

0.00

 

0.00

 

0

 

0.00

 

0.00

 

0

 

Not registered*

 

13.40

 

13.43

 

139,714,579

 

4.96

 

4.97

 

51,677,471

 

Depositaries

 

0.53

 

0.54

 

5,571,427

 

1.12

 

1.12

 

11,701,025

 

„B” Share

 

0.00

 

0.00

 

1

 

0.00

 

0.00

 

1

 

Total

 

100.00

 

100.00

 

1,042,768,216

 

100.00

 

100.00

 

1,042,768,216

 

 


*Category „Not registered” includes shares deposited on accounts where account holder is not specified. The owners of these shares are mainly foreign, partly domestic institutions.

 

RS2. Volume (qty) of treasury shares held in the year under review

 

 

 

1, January

 

31, March

 

30, June

 

30, September

 

31, December

 

Company

 

2,456,659

 

1,917,824

 

1,553,341

 

1,503,541

 

 

 

Subsidiaries

 

0

 

0

 

0

 

0

 

 

 

Total

 

2,456,659

 

1,917,824

 

1,553,341

 

1,503,541

 

 

 

 

RS3. List and description of shareholders with more than 5% (at the end of period)

 

Name

 

Nationality

 

Activity

 

Quantity

 

Interest
(%)

 

Voting
right (%)

 

Remarks

 

MagyarCom Holding GmbH

 

Foreign

 

Institutional

 

617,438,581

 

59.21

 

59.30

 

Strategic owner

 

 

2



 

TSZ3. Senior officers, strategic employees

 

 

 

 

 

 

 

Beginning

 

End(2)

 

No. of shares

 

Type(1)

 

Name

 

Position

 

of assignment

 

held

 

SE

 

Christopher

 

Chairman-CEO

 

December 5, 2006

 

 

0

 

BM

 

Mattheisen

 

Board Member

 

December 21, 2006

 

 

 

 

 

SE

 

Thilo Kusch

 

Chief Financial Officer

 

October 1, 2006

 

 

0

 

BM

 

 

 

Board Member

 

November 6, 2006

 

 

 

 

 

BM

 

Dr. István Földesi

 

Board Member

 

April 25, 2003

 

 

0

 

BM

 

Dr. Mihály Gálik

 

Board Member

 

November 6, 2006

 

 

1,000

 

BM

 

Michael Günther

 

Board Member
Remuneration Committee
Member

 

April 26, 2002

 

 

0

 

BM

 

Horst Hermann

 

Board Member

 

April 25, 2003

 

 

400

 

BM

 

Rudolf Kemler

 

Board Member

 

April 26, 2007

 

 

0

 

BM

 

Frank Odzuck

 

Board Member Remuneration Committee Member

 

November 6, 2006

 

 

0

 

BM

 

Dr. Ralph Rentschler

 

Board Member
Remuneration Committee
Member

 

April 25, 2003

 

 

0

 

SBM

 

Dr. László Pap

 

Supervisory Board – Chairman
Audit Committee Member

 

May 26, 1997

 

 

0

 

SBM

 

Jutta Burke

 

Supervisory Board Member

 

April 26, 2007

 

 

20

 

SBM

 

Attila Csizmadia

 

Supervisory Board Member

 

April 25, 2003

 

 

6,272

 

SBM

 

Dr. Ádám Farkas

 

Supervisory Board Member
Chairman and financial expert
of the Audit Committee

 

April 27, 2005

 

 

0

 

SBM

 

Dr. János Illéssy

 

Supervisory Board Member
Audit Committee Member

 

November 6, 2006

 

 

 

0

 

SBM

 

Gellért Kadlót

 

Supervisory Board Member

 

April 26, 2002

 

 

0

 

SBM

 

Dr. Sándor Kerekes

 

Supervisory Board Member
Audit Committee Member

 

November 6, 2006

 

 

 

0

 

SBM

 

István Koszorú

 

Supervisory Board Member

 

April 26, 2007

 

 

0

 

SBM

 

Dr. György Szapáry

 

Supervisory Board Member
Audit Committee Member

 

March 1, 2007

 

 

 

0

 

SBM

 

Konrad Kreuzer

 

Supervisory Board Member

 

November 6, 2006

 

 

0

 

SBM

 

György Varju

 

Supervisory Board Member

 

April 27, 2005

 

 

417

 

SBM

 

Péter Vermes

 

Supervisory Board Member

 

June 27, 1995

 

 

8,800

 

SE

 

István Maradi

 

Chief Information Officer

 

April 1, 2007

 

 

0

 

SE

 

György Simó

 

Chief Operating Officer,
Wireline Services Line of Business

 

September 20, 2006

 

 

0

 

SE

 

Éva Somorjai

 

Chief Human Resources Officer

 

April 1, 2007

 

 

 

0

 

SE

 

Zoltán Tankó

 

Chief Operating Officer,
Corporate Services Line of Business

 

January 1, 2002

 

 

1,100

 

SE

 

János Winkler

 

Chief Operating Officer,
Mobile Services Line of Business

 

March 1, 2006

 

 

0

 

Own share property total:

 

 

 

 

 

 

 

18,009

 

 


(1) Strategic Employee (SE), Board Member (BM), Supervisory Board Member (SBM)

(2) Members of the Board of Directors and Supervisory Board serve until May 31, 2010, unless otherwise stated.

 

3



 

ST1. Extraordinary reports published in the period under review

 

Date

 

Subject matter, brief summary

January 2, 2007

 

Magyar Telekom acquired an additional 2% stake in T-Systems Hungary and strengthened its strategic cooperation with T-Systems Enterprise Services Gmbh

January 2, 2007

 

Change in the number of Magyar Telekom’s treasury shares

January 5, 2007

 

No social security number (TAJ) is required for the 2005 dividend payment

January 24, 2007

 

Dr. Tamás Pásztory, the Chief Human Resources and Legal Officer of Magyar Telekom will leave the company with effect from March 30, 2007

January 25, 2007

 

Magyar Telekom has closed the transaction to acquire a 100% stake in Mobilpress

January 25, 2007

 

Magyar Telekom announced share ownership of senior officers

March 6, 2007

 

Magyar Telekom introduces naked ADSL

March 22, 2007

 

The Board of Directors of Magyar Telekom has appointed Éva Somorjai as Chief Human Resources Officer as of April 1, 2007.

March 22, 2007

 

The Board of Directors has reviewed the 2006 annual reports of Magyar Telekom Plc. prepared in accordance with Hungarian Accounting Rules (HAR), and that of Magyar Telekom Group prepared in accordance with the IFRS, and proposes them for approval to the Annual General Meeting. The Board of Directors also proposes a HUF 70 per share dividend payment for the financial year 2006 for approval to the Annual General Meeting

March 23, 2007

 

István Maradi has been appointed as Chief Information Officer of Magyar Telekom as of April 1, 2007

April 17, 2007

 

Hungarian Parliament decides to cease golden share

May 7, 2007

 

Announcement of Magyar Telekom Plc. regarding dividend payment for business year 2006

May 14, 2007

 

Magyar Telekom has paid the HUF 1.5bn earn-out payment to the previous owners of KFKI as defined in the Share Purchase Agreement

May 16, 2007

 

The number of treasury shares held by Magyar Telekom declined from 1,917,824 to 1,789,575 as of May 15, 2007

May 18, 2007

 

Magyar Telekom announces share ownership of new senior officers

May 25, 2007

 

Magyar Telekom refinances its two inter-company loans

May 25, 2007

 

Magyar Telekom Board of Directors proposes further integration steps within the Group

May 29, 2007

 

Magyar Telekom simplifies the organisational structure of its T-Systems segment

June 19, 2007

 

Dr. Klaus Hartmann, member of Magyar Telekom’s Board of Directors, has resigned from his position

June 26, 2007

 

The number of treasury shares held by Magyar Telekom declined from 1,789,575 to 1,779,375 as of June 25, 2007

June 27, 2007

 

Magyar Telekom files Form 20-F for fiscal year 2006

June 28, 2007

 

The number of treasury shares held by Magyar Telekom declined from 1,779,375 to 1,768,441 as of June 27, 2007

June 28, 2007

 

The number of treasury shares held by Magyar Telekom declined from 1,768,441 to 1,745,141 as of June 28, 2007

June 29, 2007

 

Magyar Telekom’s Extraordinary General Meeting made a decision about the fusion of the access business line split off from T-Online Hungary Co. Ltd. and Magyar Telecom Plc., and the merger of Emitel Co. Ltd. with Magyar Telekom

July 2, 2007

 

The number of treasury shares held by Magyar Telekom declined from 1,745,141 to 1,553,341 as of June 29, 2007 and to 1,503,541 as of July 2, 2007.

July 31, 2007

 

General Meeting decision on dividend at MakTel

July 31, 2007

 

General Meeting decision on dividend at Crnogorski Telekom

August 31, 2007

 

Magyar Telekom completed the transaction to acquire the remaining 49% in T-Systems Hungary

September 12, 2007

 

Magyar Telekom announced that the number of Magyar Telekom shares held by JPMorgan Chase Bank fell to 51,840,025, thus decreasing its influence in Magyar Telekom to 4.98%.

September 25, 2007

 

Magyar Telekom Board of Directors decided to re-shape the Company’s management and organizational structure

September 25, 2007

 

Magyar Telekom Board of Directors appointed István Papp as Chief Operating Officer of the Business Services Business Unit (T-Systems)

October 1, 2007

 

The Court of Registry has registered the following: the merger of T-Online Hungary Co. Ltd.’s internet access area into Magyar Telekom Plc; the integration of Emitel Co. Ltd. with Magyar Telekom Plc; and the amendments to the Articles of Association of Magyar Telekom Plc adopted by the General Meeting of the Company held on June 29, 2007

October 1, 2007

 

Magyar Telekom registered in the public tender of the Republic of Slovenia for the sale of an equity participation in Telekom Slovenije d.d.

October 1, 2007

 

Magyar Telekom reached an agreement with trade unions on the headcount reduction for 2008

 

4



 

October 16, 2007

Magyar Telekom submitted a non-binding bid for Telekom Slovenije

October 26, 2007

Magyar Telekom shortlisted for the privatization of Telekom Slovenije

 

Magyar Telekom Plc. publishes its announcements in Magyar Tõkepiac.

 

Change in the organizational structure

 

The Court of Registry has registered the following: the merger of T-Online Hungary Co. Ltd.’s internet access area into Magyar Telekom Plc; the integration of Emitel Co. Ltd. with Magyar Telekom Plc. From October 1, 2007, Magyar Telekom Plc will be the legal successor of Emitel Co. Ltd. and the access business line separated from T-Online Hungary Co. Ltd. The access business area will continue to operate under the T-Online brand within the Magyar Telekom Group. The legal successor of the remaining content area of T-Online Hungary Co. Ltd. will operate as “[origo]” Co. Ltd.

 

On its meeting held on September 25, 2007, Magyar Telekom Board of Directors decided to re-shape the Company’s management and organizational structure in order to enhance service quality and improve cost efficiency, as well as exploit new, innovative service and business opportunities. The new management structure, which is based on a Group operational model structured around customer segments, will be introduced on January 1, 2008. Both the organizational framework and scope of activity of individual business units, and the responsibility spheres of senior management will be affected.

 

The Board of Directors of Magyar Telekom appointed István Papp as Chief Operating Officer of the Business Services Business Unit (T-Systems). He took up his position on October 16, 2007. In parallel, István Papp became member of Magyar Telekom’s Management Committee. Chief Officer Zoltán Tankó, the former head of the business unit, resigned his position by mutual agreement and with the consent of Magyar Telekom’s Board of Directors with effect from October 15, 2007.

 

Declaration of responsibility

 

We the undersigned declare that to the best of our knowledge all data and information in the attached report are true and correct and the report does not omit any material information necessary for investors to make an informed judgement of Magyar Telekom. We acknowledge that, based on the order of the Capital Markets Act, Magyar Telekom, as an issuer, is responsible for any damage caused by its failure to make a regular or extraordinary announcement or by any misleading announcement made.

 

Christopher Mattheisen

Thilo Kusch

Chairman and Chief Executive Officer

Chief Financial Officer

 

 

Budapest, November 7, 2007

 

5



 

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.

 

 

 

 

Magyar Telekom Plc.

 

 

 

(Registrant)

 

 

 

 

 

 

 

 

 

 

By: 

/s/ Szabolcs Czenthe

 

 

 

Szabolcs Czenthe

 

 

 

Director

 

 

 

M&A Execution and Investor Relations

 

 

 

 

 

 

 

 

 

Date: November 8, 2007