COLT Telecom Group PLC Announces Results For The Three And Nine Months Ended 30 September 2003


LONDON, Oct. 23, 2003 (PRIMEZONE) -- THIRD QUARTER HIGHLIGHTS



  - Turnover up 14% to GBP295 million compared with Q3 2002
  - Constant currency turnover growth of 6% over Q3 2002
  - Corporate customer turnover up 19% to GBP177 million
  - Wholesale customer turnover up 7% to GBP118 million
  - Gross margin before depreciation and exceptional items improved
    from 31.0% to 34.5%
  - EBITDA (1) up 123% to GBP43 million
  - Capital expenditure of GBP33 million
  - Positive free cash flow of GBP9.1 million
  - Strong liquidity position with cash and liquid resources of GBP934
    million
  - Three new accolades for excellent customer service
  - Staff levels including temporary and contract workers reduced by
    126 during the quarter to 4,353

Commenting on the results for the quarter COLT Telecom Group Chairman Barry Bateman said:

"We have continued to make progress during the seasonally weaker third quarter. Our success in what remains a difficult market, combined with the strength of the Euro, has resulted in revenue growth of 14% over the third quarter of last year.

"COLT was free cash flow positive during the quarter primarily due to improvements in working capital and the timing of cash interest payments. This quarter's performance further reinforces our confidence of reaching sustainable positive free cash flow during 2005. Capital expenditure in the quarter was GBP33 million and we now expect capital expenditure for the year to be less than the GBP170 million to GBP200 million range previously indicated.

"A strong cash position is an important competitive advantage in today's market and with cash and liquid resources of GBP934 million COLT is well positioned to continue to grow successfully and meet its customers' needs for high quality advanced services."

Steve Akin, COLT's President and Chief Executive Officer added:

"As we celebrate the tenth anniversary of providing service to our first customer, COLT is recognised as being one of Europe's best in class telecommunications service companies. Our reputation for first class customer service, our extensive product range, the benefits of our extensive pan-European network coverage and our underlying financial strength are all reflected in our third quarter performance.

"We continue to improve our position as a preferred supplier to the European corporate market with revenues from corporate customers growing by 19% compared with the third quarter of 2002.

"Improved revenue mix at both the customer and product level has contributed to the improvement in gross margin before depreciation to 34.5% from 31.0 % in the third quarter last year with EBITDA up 123% to GBP43 million.

"COLT has built its reputation on first class customer service. This continues to be recognised by our customers when for the third consecutive year COLT won the prestigious World Communication Award for Customer Care. Once again we have been named as the number one fixed telephony and internet services company in Switzerland by Bilanz magazine, a leading Swiss business publication. We have also been recognised by EA Games, the leading interactive software company, as offering the best performing hosting infrastructure for its online games in the UK.

"Among our more significant corporate customer wins during the quarter was AGA Gas. COLT is providing AGA with a 50 site IPVPN in Sweden, Denmark, Norway and Finland. In the UK COLT is providing voice and data communications services into Swiss Re's new headquarters at 30 St. Mary Axe in London. Other important new customers include the Belgian postal service, the Portugese national railway, the Portugese public television network and in the Netherlands, Tenovis, the communications facilities company.

"As well as winning new customers we are growing business with existing customers and COLT is now the majority supplier of IPVPN services to SWIFT in Europe, serving over 60% of its sites across 13 countries.

"We continue to tightly manage operating costs. SG&A costs now represent 19.9% of revenues compared with 23.5% in the third quarter of 2002. As part of the reorganisation of our business over the past year we have reduced the number of Network Operating Centres from ten to two, with one used as a back up site. To date we have also reduced our real estate requirements by 465,000 square feet as part of our longer term plan to reduce real estate requirements from a peak of 4.25 million square feet to 2.9 million square feet. We remain on track to achieve our previously announced work force reduction target of 1,400 staff with staff numbers, including temporary and contract staff, of 4,353 at the end of the third quarter. We will continue to look at ways to further improve our operating efficiency."



  KEY FINANCIAL          Three months ended       Nine months ended
  DATA                      30 September             30 September
                           2002       2003          2002       2003
                          GBP m      GBP m         GBP m      GBP m
  Turnover                259.0      295.4         764.1      860.1
  Interconnect           (178.8)    (193.3)       (537.9)    (569.3)
  and network
  costs before
  exceptional
  items
  Gross profit
  before
  depreciation
  and exceptional
  items                    80.2      102.1         226.2      290.8
  Gross profit
  before
  depreciation
  and exceptional
  items %                  31.0%      34.5%         29.6%      33.8%
  Network                 (57.5)     (54.0)       (161.3)    (154.0)
  depreciation
  Exceptional            (520.6)        --        (526.3)        --
  cost of sales
  Gross profit           (497.9)      48.1        (461.4)     136.8
  (loss)
  Loss for the            (61.8)     (35.7)       (191.3)    (111.1)
  period (before
  exceptional
  items)
  Loss for the           (609.3)     (35.7)       (673.0)    (103.6)
  period (after
  exceptional
  items)
  EBITDA (1)               19.4       43.3          43.9      115.2



 OPERATING STATISTICS


                                          Q3 02     Q3 03    Growth
  Customers (at end of period)
  North Region                            4,115     5,334       30%
  Central Region                          5,173     6,466       25%
  South Region                            4,877     5,605       15%
                                         14,165    17,405       23%
  Customers (at end of period)
  Corporate                              13,413    16,532       23%
  Wholesale                                 752       873       16%
                                         14,165    17,405       23%
  Switched Minutes (million) (for period)
  North Region                            1,234     1,519       23%
  Central Region                          2,506     2,969       18%
  South Region                              852     1,010       19%
                                          4,592     5,498       20%
  Private Wire VGEs (000) (at end of period)
  North Region                            7,724    10,125       31%
  Central Region                          8,248    10,621       29%
  South Region                            2,769     4,432       60%
                                         18,741    25,178       34%
  Headcount (at end of period)
  North Region                            1,552     1,282      -17%
  Central Region                          1,699     1,461      -14%
  South Region                            1,214     1,114       -8%
  Group/other                               504       315      -38%
                                          4,969     4,172      -16%

North Region comprises Belgium, Denmark, Ireland, The Netherlands, Sweden and UK. Central Region comprises Austria, Germany and Switzerland. South Region comprises France, Italy, Portugal and Spain.

Headcount excludes temporary and contract workers.

In previous quarters corporate customers were categorised as retail.

FINANCIAL REVIEW

Turnover

Turnover increased from GBP259.0 million and GBP764.1 million for the three and nine months ended 30 September 2002 to GBP295.4 million and GBP860.1 million for the three and nine months ended 30 September 2003, increases of GBP36.4 million and GBP96.0 million or 14.0% and 12.6% respectively. Turnover also benefited from the weakness of the British pound relative to the Euro; at constant exchange rates growth over the three and nine months ended 30 September 2002 was 6% and 5% respectively. The increase in turnover was driven by continued demand for COLT's services from existing and new customers and new service introductions. However, the rates of growth have been affected by the slowdown in economic growth across Europe generally.

Turnover from corporate customers increased from GBP148.7 million and GBP428.4 million for the three and nine months ended 30 September 2002 to GBP177.2 million and GBP511.3 million for the three and nine months ended 30 September 2003, increases of 19%. Turnover from corporate customers represented 60% of total turnover in the three and nine months ended 30 September 2003 compared with 57% and 56% in the comparable periods of 2002. Switched turnover from corporate customers for the three and nine months ended 30 September 2003 was GBP85.4 million and GBP248.8 million, increases of 12% and 14% respectively. Non-switched and other turnover from corporate customers for the three and nine months ended 30 September 2003 was GBP91.7 million and GBP262.5 million, increases of 27% and 25%, respectively.

Turnover from wholesale customers increased from GBP110.3 million and GBP335.7 million for the three and nine months ended 30 September 2002 to GBP118.2 million and GBP348.7 million for the three and nine months ended 30 September 2003, increases of 7% and 4% respectively and represented 40% of total turnover compared with 43% and 44% in the comparable periods of 2002. Switched turnover from wholesale customers for the three and nine months ended 30 September 2003 was GBP91.5 million and GBP265.9 million, increases of 13% and 7% respectively. Non-switched and other turnover from wholesale customers for the three and nine months ended 30 September 2003 was GBP26.7 million and GBP82.8 million, decreases of 9% and 4% respectively.

For the three and nine months ended 30 September 2003 5.5 billion and 15.8 billion switched minutes were carried compared with 4.6 billion and 15.0 billion in the equivalent periods of 2002. Average switched revenue per minute decreased by 6% for the three months and increased by 4% for the nine months ended September 2003 compared to the equivalent periods in 2002 as a result of changes in mix.

At 30 September 2003 COLT had 25.2 million voice grade equivalent private wires in service, an increase of 34% compared to 30 September 2002. Growth in non-switched services reflected the growth in demand for local, national and international bandwidth services, partially offset by circuit cancellations. The growth in non-switched services also reflects the growing success COLT is achieving in the provision of IPVPN services.

Cost of Sales

Cost of sales, before exceptional items, increased from GBP236.4 million and GBP699.2 million for the three and nine months ended 30 September 2002 to GBP247.3 million and GBP723.3 million for the three and nine months ended 30 September 2003, increases of GBP10.9 million and GBP24.1 million or 5% and 3% respectively.

Interconnection and network costs, before exceptional items, increased from GBP178.8 million and GBP537.9 million for the three and nine months ended 30 September 2002 to GBP193.3 million and GBP569.3 million for the three and nine months ended 30 September 2003 as a result of the overall increase in business partially offset by ongoing cost containment measures.

Network depreciation decreased from GBP57.5 million and GBP161.2 million for the three and nine months ended 30 September 2002 to GBP54.0 million and GBP154.0 million for the three and nine months ended 30 September 2003. The decrease was primarily attributable to the impairment provisions recorded in September 2002, partially offset by further investment in fixed assets to support the growth in demand for services and new service developments.

For the nine months ended 30 September 2002, an exceptional charge of GBP18.3 million was recognised for severance provisions related to the staff reduction programmes announced in February and September 2002 and an impairment charge of GBP508.0 million was recognised to ensure that the asset base remained aligned with the realities of the market place. There were no exceptional charges for the three and nine months ended 30 September 2003.

Operating Expenses

Operating expenses, before exceptional items, decreased from GBP73.7 million and GBP223.0 million for the three and nine months ended 30 September 2002 to GBP68.5 million and GBP204.8 million for the comparable periods in 2003.

Selling, general and administrative (SG&A) expenses, before exceptional items, decreased from GBP60.8 million and GBP182.3 million for the three and nine months ended 30 September 2002 to GBP58.8 million and GBP175.6 million for the three and nine months ended 30 September 2003 reflecting ongoing cost containment measures. SG&A before exceptional items as a proportion of turnover in the three months ended 30 September 2003 was 19.9% compared with 23.5% in the equivalent period of 2002.

Other depreciation and amortisation decreased from GBP12.9 million and GBP40.7 million for the three and nine months ended 30 September 2002 to GBP9.8 million and GBP29.2 million in the comparable periods in 2003 reflecting the effect of the impairment provisions recorded in September 2002 and other assets being fully depreciated, partially offset by increased investment in customer service and support systems.

For the nine months ended 30 September 2002, an exceptional charge of GBP18.9 million was recognised for severance provisions related to the staff reduction programmes announced in February and September 2002 and an impairment charge of GBP43.0 million was recognised to ensure that the asset base remained aligned with the realities of the market place. There were no exceptional charges for the three and nine months ended 30 September 2003.

Interest Receivable, Interest Payable and Similar Charges

Interest receivable decreased from GBP9.2 million and GBP29.7 million for the three and nine months ended 30 September 2002 to GBP6.0 million and GBP20.2 million for the three and nine months ended 30 September 2003 due to reduced average balances of cash and investments in liquid resources and lower rates of return during the period.

Interest payable and similar charges decreased from GBP22.5 million and GBP72.7 million for the three and nine months ended 30 September 2002 to GBP22.1 million and GBP67.3 million for the equivalent periods in 2003. The decrease was due primarily to a reduction in debt levels reflecting the cumulative purchases of GBP373.8 million accreted amount of the Company's outstanding notes.

Interest payable and similar charges for the three and nine months ended 30 September 2003 included: GBP8.6 million and GBP25.8 million respectively of interest and accretion on convertible debt; GBP12.9 million and GBP39.4 respectively of interest and accretion on non-convertible debt; and GBP0.6 million and GBP2.1 million respectively of interest and unwinding of discounts on provisions. Interest payable and similar charges for the three months ended 30 September 2003 comprised GBP16.3 million and GBP5.8 million of interest and accretion respectively.

Gain on Purchase of Debt

There were no purchases of debt in the three months ended 30 September 2003. Gains arising on the purchase of debt during the nine months ended 30 September 2003 amounted to GBP7.6 million. Gains arising on the purchase of debt for the three and nine months ended September 2002 were GBP28.5 million and GBP101.7 million respectively.

Exchange Gain (Loss)

For the three and nine months ended 30 September 2003 there were exchange gains of GBP0.9 million and GBP4.1 million compared with exchange gains of GBP2.5 million and GBP9.8 million in the equivalent periods in 2002. These gains were due primarily to movements in the British pound relative to the U.S. dollar on cash and debt balances denominated in U.S. dollars.

Tax on Loss on Ordinary Activities

For the three and nine months ended 30 September 2002 and 2003, COLT generated losses on ordinary activities of GBP609.3 million and GBP673.0 million and GBP35.7 million and GBP103.6 million, respectively and therefore did not incur a tax obligation.

Financial Needs and Resources

The costs associated with the construction and expansion of COLT's networks, including development, installation and operating expenses have resulted in cumulative negative cash flows. COLT does not expect to achieve sustainable positive free cash flow until some time during 2005.

Net cash inflow from operating activities was GBP55.1 million and GBP112.4 million for the three and nine months ended 30 September 2002 and GBP45.3 million and GBP113.0 million for the three and nine months ended 30 September 2003. Changes to cash flow from operations include the effect of the timing of stage billings and payments with telecommunications operators associated with the construction of the Company's inter-city network and the effects of movements in provisions. Net cash outflow from returns on investments and servicing of finance and from capital expenditure and financial investment decreased from GBP89.3 million and GBP351.1 million in the three and nine months ended 30 September 2002 to GBP36.1 million and GBP129.6 million for the three and nine months ended 30 September 2003.

Free cash flow, the sum of net cash inflow from operating activities less net cash outflow from returns on investments and servicing of finance and from capital expenditure and financial investment, improved from GBP34.2 million and GBP238.7 million in the three and nine months ended 30 September 2002 to an inflow of GBP9.1 million and an outflow of GBP16.6 million in the three and nine months ended 30 September 2003 respectively.

The decrease in net cash outflow was primarily a result of reduced purchases of tangible fixed assets, which decreased from GBP89.9 million and GBP339.7 million for the three and nine months ended 30 September 2002 to GBP32.9 million and GBP108.3 million for the equivalent periods in 2003.

Net cash from financing improved from an outflow of GBP28.3 million and GBP97.2 million in the three and nine months ended 30 September 2002 to an inflow of GBP0.5 million and an outflow of GBP23.3 million for the three and nine months ended 30 September 2003. The improvement was primarily a result of reduced bond purchases, which decreased from GBP28.3 million and GBP97.3 million for the three and nine months ended 30 September 2002 to nil and GBP23.8 million for the equivalent periods in 2003. COLT had balances of cash and investments in liquid resources at 30 September 2003 of GBP934.4 million compared with GBP934.9 million at 31 December 2002.



                 Consolidated Profit and Loss Account

                  Three months ended 30 September

                               2002            2002            2002
                             Before                           After
                        Exceptional     Exceptional     Exceptional
                              Items           Items           Items
                            GBP'000         GBP'000         GBP'000
  Turnover                  259,032              --         259,032
  Cost of sales
  Interconnect and         (178,824)        (12,640)       (191,464)
  network
  Network                   (57,511)       (508,000)       (565,511)
  depreciation
                           (236,355)       (520,640)       (756,975)
  Gross profit               22,697        (520,640)       (497,943)
  (loss)
  Operating
  expenses
  Selling, general          (60,818)        (12,360)        (73,178)
  and
  administrative
  Other                     (12,889)        (43,000)        (55,889)
  depreciation and
  amortisation
                            (73,707)        (55,360)       (129,067)
  Operating loss            (51,010)       (576,000)       (627,010)
  Other income
  (expense)
  Interest                    9,182              --           9,182
  receivable
  Gain on purchase               --          28,516          28,516
  of debt
  Interest payable          (22,460)             --         (22,460)
  and similar
  charges
  Exchange gain               2,459              --           2,459
  (loss)
                            (10,819)         28,516          17,697
  Profit (loss) on          (61,829)       (547,484)       (609,313)
  ordinary
  activities before
  taxation
  Taxation                       --              --              --
  Loss for period           (61,829)       (547,484)       (609,313)
  Basic and diluted        GBP(0.04)       GBP(0.36)         $(0.40)
  loss per share



                        2003         2003         2003         2003
                      Before                     After        After
                 Exceptional  Exceptional  Exceptional  Exceptional
                       Items        Items        Items        Items
                     GBP'000      GBP'000      GBP'000        $'000
  Turnover           295,368           --      295,368      490,902
  Cost of sales
  Interconnect      (193,322)          --     (193,322)    (321,301)
  and network
  Network            (53,977)          --      (53,977)     (89,709)
  depreciation
                    (247,299)          --     (247,299)    (411,010)
  Gross profit        48,069           --       48,069       79,892
  (loss)
  Operating
  expenses
  Selling,           (58,790)          --      (58,790)     (97,709)
  general and
  administrative

  Other               (9,756)          --       (9,756)     (16,215)
  depreciation
  and
  amortisation
                     (68,546)          --      (68,546)    (113,924)
  Operating          (20,477)          --      (20,477)     (34,032)
  loss
  Other income
  (expense)
  Interest             6,010           --        6,010        9,988
  receivable
  Gain on                 --           --           --           --
  purchase of
  debt
  Interest           (22,139)          --      (22,139)     (36,795)
  payable and
  similar
  charges
  Exchange gain          880           --          880        1,462
  (loss)
                     (15,249)          --      (15,249)     (25,345)
  Profit (loss)      (35,726)          --      (35,726)     (59,377)
  on ordinary
  activities
  before
  taxation
  Taxation                --           --           --           --
  Loss for           (35,726)          --      (35,726)     (59,377)
  period
  Basic and         GBP(0.02)          --     GBP(0.02)      $(0.04)
  diluted loss
  per share

There is no difference between the loss on ordinary activities before taxation and the retained loss for the periods stated above, and their historical cost equivalents. All of the Group's activities are continuing. The basis on which this information has been prepared is described in Note 1 to these financial statements.



                 Consolidated Profit and Loss Account

                    Nine months ended 30 September


                               2002            2002            2002
                             Before                           After
                        Exceptional     Exceptional     Exceptional
                              Items           Items           Items
                            GBP'000         GBP'000         GBP'000
  Turnover                  764,082              --         764,082
  Cost of sales
  Interconnect and         (537,916)        (18,320)       (556,236)
  network
  Network                  (161,244)       (508,000)       (669,244)
  depreciation
                           (699,160)       (526,320)     (1,225,480)
  Gross profit               64,922        (526,320)       (461,398)
  (loss)
  Operating
  expenses
  Selling, general         (182,280)        (18,934)       (201,214)
  and
  administrative
  Other                     (40,743)        (43,000)        (83,743)
  depreciation and
  amortisation
                           (223,023)        (61,934)       (284,957)
  Operating loss           (158,101)       (588,254)       (746,355)
  Other income
  (expense)
  Interest                   29,744              --          29,744
  receivable
  Gain on purchase               --         101,668         101,668
  of debt
  Interest payable          (72,706)             --         (72,706)
  and similar
  charges
  Exchange gain               9,758           4,844          14,602
  (loss)
                            (33,204)        106,512          73,308
  Profit (loss) on         (191,305)       (481,742)       (673,047)
  ordinary
  activities before
  taxation
  Taxation                       --              --              --
  Loss for period          (191,305)       (481,742)       (673,047)
  Basic and diluted        GBP(0.13)       GBP(0.32)       GBP(0.45)
  loss per share


                       2003         2003         2003          2003
                     Before                     After         After
                Exceptional  Exceptional  Exceptional   Exceptional
                      Items        Items        Items         Items
                    GBP'000      GBP'000      GBP'000         $'000
  Turnover          860,055           --      860,055     1,429,411
  Cost of sales
  Interconnect     (569,265)          --     (569,265)     (946,119)
  and network
  Network          (154,039)          --     (154,039)     (256,012)
  depreciation
                   (723,304)          --     (723,304)   (1,202,131)
  Gross profit      136,751           --      136,751       227,280
  (loss)
  Operating
  expenses
  Selling,         (175,589)          --     (175,589)     (291,829)
  general and
  administrative

  Other             (29,247)          --      (29,247)      (48,608)
  depreciation
  and
  amortisation
                   (204,836)          --     (204,836)     (340,437)
  Operating         (68,085)          --      (68,085)     (113,157)
  loss
  Other income
  (expense)
  Interest           20,186           --       20,186        33,549
  receivable
  Gain on                --        7,589        7,589        12,613
  purchase of
  debt
  Interest          (67,307)          --      (67,307)     (111,864)
  payable and
  similar
  charges
  Exchange gain       4,058           --        4,058         6,744
  (loss)
                    (43,063)       7,589      (35,474)      (58,958)
  Profit (loss)    (111,148)       7,589     (103,559)     (172,115)
  on ordinary
  activities
  before
  taxation
  Taxation               --           --           --            --
  Loss for         (111,148)       7,589     (103,559)     (172,115)
  period
  Basic and        GBP(0.07)     GBP0.00     GBP(0.07)       $(0.11)
  diluted loss
  per share

There is no difference between the loss on ordinary activities before taxation and the retained loss for the periods stated above, and their historical cost equivalents. All of the Group's activities are continuing. The basis on which this information has been prepared is described in Note 1 to these financial statements.



  Consolidated Statement of Total Recognised Gains and Losses

                  Three months ended 30 September

                                    2002        2003        2003
                                 GBP'000     GBP'000       $'000

    Loss for the period         (609,313)    (35,726)    (59,377)
    Exchange differences         (25,892)      3,473       5,773
    Total recognised losses     (635,205)    (32,253)    (53,604)

                   Nine months ended 30 September

                                  2002         2003         2003
                               GBP'000      GBP'000        $'000

   Loss for the period        (673,047)    (103,559)    (172,115)
   Exchange differences         26,280       28,968       48,145
   Total recognised losses    (646,767)    (74,591)     (123,970)


  Consolidated Reconciliation of Changes in Equity Shareholders'
  Funds



                 Three months ended 30 September

                                      2002        2003         2003
                                   GBP'000     GBP'000        $'000
  Loss for period                 (609,313)    (35,726)     (59,377)
  Issue of share                        60         610        1,014
  capital
  Shares to be issued                  (71)       (117)        (194)
  Charges related to                    --          --           --
  share schemes
  Exchange difference              (25,892)       3,473        5,773
  Net changes in                  (635,216)    (31,760)     (52,784)
  equity shareholders'
  funds
  Opening equity                 1,612,696     912,562    1,516,677
  shareholders' funds
  Closing equity                   977,480     880,802    1,463,893
  shareholders' funds

                         Nine months ended 30 September

                                     2002         2003         2003
                                  GBP'000      GBP'000        $'000

  Loss for period                (673,047)    (103,559)    (172,115)
  Issue of share capital              170          612        1,017
  Shares to be issued                (296)        (229)        (381)
  Charges related to share             14           --           --
  schemes
  Exchange difference              26,280       28,968       48,145
  Net changes in equity          (646,879)     (74,208)    (123,334)
  shareholders' funds
  Opening equity                1,624,359      955,010    1,587,227
  shareholders' funds
  Closing equity                  977,480      880,802    1,463,893
  shareholders' funds


                       Consolidated Balance Sheet

                                  At 31
                               December        At 30 September 2003
                                   2002
                                GBP'000       GBP'000         $'000

  Fixed assets
  Intangible fixed               10,639         9,866        16,397
  assets (net)
  Tangible fixed              2,695,499     2,909,095     4,834,916
  assets (cost)
  Accumulated                (1,316,690)   (1,542,621)   (2,563,836)
  depreciation
  Tangible fixed              1,378,809     1,366,474     2,271,080
  assets (net)
  Investments in own                206           204           339
  shares
  Total fixed assets          1,389,654     1,376,544     2,287,816

  Current assets
  Trade debtors                 189,788       200,183       332,704
  Prepaid expenses               74,606        62,870       104,490
  and other debtors
  Investments in                889,590       880,199     1,462,891
  liquid resources
  Cash at bank and               45,292        54,205        90,089
  in hand
  Total current assets        1,199,276     1,197,457     1,990,174
  Total assets                2,588,930     2,574,001     4,277,990
  Capital and reserves
  Called up share                37,688        37,711        62,676
  capital
  Share premium               2,314,335     2,314,792     3,847,184
  Merger reserve                 27,227        27,359        45,471
  Shares to be                      454           225           374
  issued
  Profit and loss            (1,424,694)   (1,499,285)   (2,491,812)
  account
  Equity shareholders'          955,010       880,802     1,463,893
  funds
  Provisions for                 87,368        71,581       118,968
  liabilities and charges
  Creditors
  Amounts falling               352,653       367,678       611,081
  due within one year
  Amounts falling
  due after more than one
  year
  Convertible debt              639,829       689,792     1,146,434
  Non-convertible debt          554,070       564,148       937,614
  Total amounts               1,193,899     1,253,940     2,084,048
  falling due after more
  than one year
  Total creditors             1,546,552     1,621,618     2,695,129
  Total liabilities,          2,588,930     2,574,001     4,277,990
  capital and reserves


                 Consolidated Cash Flow Statement

                                    Three months ended 30 September
                                       2002        2003        2003
                                    GBP'000     GBP'000       $'000
  Net cash inflow from               55,084      45,264      75,228
  operating activities
  Returns on investments
  and servicing of
  finance
  Interest received                   9,486       6,023      10,010
  Interest paid, finance             (8,900)     (9,251)    (15,375)
  costs and similar
  charges
  Gain on cancellation                   --          --          --
  of forward foreign
  currency contracts
  Net cash inflow                       586      (3,228)     (5,365)
  (outflow) from returns
  on investments and
  servicing of finance
  Capital expenditure
  and financial
  investment
  Purchase of tangible              (89,905)    (32,909)    (54,695)
  fixed assets
  Net cash outflow from             (89,905)    (32,909)    (54,695)
  capital expenditure
  and financial
  investment
  Management of liquid               78,152       3,816       6,343
  resources
  Financing
  Issue of ordinary                      --         473         786
  shares
  Issue (purchase) of               (18,782)         --          --
  non-convertible debt
  Issue (purchase) of                (9,563)         --          --
  convertible debt
  Net cash inflow                   (28,345)        473         786
  (outflow) from
  financing
  Increase (decrease) in             15,572      13,416      22,297
  cash



                  Nine months ended 30 September

                                     2002         2003         2003
                                  GBP'000      GBP'000        $'000
  Net cash inflow from            112,381      112,951      187,725
  operating activities
  Returns on
  investments and
  servicing of finance
  Interest received                30,674       20,277       33,700
  Interest paid,                  (46,872)     (41,546)     (69,049)
  finance costs and
  similar charges
  Gain on cancellation              4,844           --           --
  of forward foreign
  currency contracts
  Net cash inflow                 (11,354)     (21,269)     (35,349)
  (outflow) from
  returns on
  investments and
  servicing of finance
  Capital expenditure
  and financial
  investment
  Purchase of tangible           (339,722)    (108,300)    (179,995)
  fixed assets
  Net cash outflow from          (339,722)    (108,300)    (179,995)
  capital expenditure
  and financial
  investment
  Management of liquid            337,741       46,659       77,547
  resources
  Financing
  Issue of ordinary                   110          474          788
  shares
  Issue (purchase) of             (64,328)     (14,166)     (23,544)
  non-convertible debt
  Issue (purchase) of             (32,949)      (9,606)     (15,965)
  convertible debt
  Net cash inflow                 (97,167)     (23,298)     (38,721)
  (outflow) from
  financing
  Increase (decrease)               1,879        6,743       11,207
  in cash

Notes to Financial Statements

1. Basis of presentation and principal accounting policies

COLT Telecom Group plc ("COLT" or the "Company"), together with its subsidiaries, is referred to as the Group. Consolidated financial statements have been presented for the Company for the three and nine months ended 30 September 2002 and 2003 and at 31 December 2002 and 30 September 2003.

The financial statements for the three and nine months ended 30 September 2002 and 2003 are unaudited and do not constitute statutory accounts within the meaning of Section 240 of the Companies Act 1985. In the opinion of management, the financial statements for these periods reflect all the adjustments necessary to present fairly the financial position, results of operations and cash flows for the periods in conformity with U.K. generally accepted accounting principles. All adjustments, with the exception of the separately identified exceptional items for the three and nine months ended 30 September 2002 and 2003, were of a normal recurring nature. The Balance Sheet at 31 December 2002 has been extracted from the Group's audited statements for that period and does not constitute the Group's statutory accounts for that period.

Accounting policies and presentation applied are consistent with those applied in preparing the Group's financial statements for the year ended 31 December 2002.

Certain British pound amounts in the financial statements have been translated into U.S. dollars at 30 September 2003 and for the periods then ended at the rate of $1.6620 to the British pound, which was the noon buying rate in the City of New York for cable transfers in British pounds as certified for customs purposes by the Federal Reserve Bank of New York on such date. Such translations should not be construed as representations that the British pound amounts have been or could be converted into U.S. dollars at that or any other rate.

Notes to Financial Statements

2. Segmental information

North Region comprises Belgium, Denmark, Ireland, The Netherlands, Sweden and UK. Central Region comprises Austria, Germany and Switzerland. South Region comprises France, Italy, Portugal and Spain.

Non-switched turnover in North, Central and South Regions includes managed and non-managed network services data and bandwidth services.

Wholesale turnover includes services to other telecommunications carriers, resellers and internet service providers (ISPs). Corporate turnover includes services to corporate and government accounts.

For the three months ended 30 September 2002 and 2003, turnover by region was as follows:



                  Three months ended 30 September 2002

             Corporate  Wholesale   North  Central   South     Total
                                   Region   Region  Region
               GBP'000    GBP'000  GBP'000 GBP'000  GBP'000  GBP'000
  Switched      76,270     80,892   47,679  71,284   38,199  157,162

  Non-Switched  72,375     29,284   36,320  36,527   28,812  101,659
  Other             97        114       12      95      104      211
  Total        148,742    110,290   84,011  107,906  67,115  259,032



                     Three months ended 30 September 2003

             Corporate  Wholesale   North  Central   South    Total
                                   Region   Region  Region
               GBP'000    GBP'000 GBP'000  GBP'000 GBP'000  GBP'000
  Switched      85,428     91,469  52,271   82,566  42,060  176,897
  Non-Switched  91,202     26,695  41,720  41,594   34,583  117,897
  Other            533         41      --     574       --      574
  Total        177,163    118,205  93,991 124,734   76,643  295,368

For the nine months ended 30 September 2002 and 2003, turnover by region was as follows:



                    Nine months ended 30 September 2002

             Corporate Wholesale  North  Central    South   Total
                                  Region  Region   Region
               GBP'000   GBP'000 GBP'000  GBP'000 GBP'000   GBP'000
  Switched     218,996   249,310 138,533  216,332  113,441  468,306
  Non-Switched 208,464    85,781 104,594  105,331   84,320  294,245
  Other            915       616      57    1,168      306    1,531
  Total        428,375   335,707 243,184  322,831  198,067  764,082


                     Nine months ended 30 September 2003

             Corporate Wholesale   North  Central    South   Total
                                  Region   Region   Region
               GBP'000   GBP'000 GBP'000  GBP'000  GBP'000 GBP'000
  Switched     248,796   265,904 155,527  238,255  120,918  514,700
  Non-Switched 261,609    82,483 123,944  120,181   99,967  344,092
  Other            909       354      79      905      279    1,263
  Total        511,314   348,741 279,550  359,341  221,164  860,055

Notes to Financial Statements

3. Profit (loss) per share



                    Three months ended 30 September

                                     2002         2003         2003
                                  GBP'000      GBP'000        $'000
  Profit (loss) for              (609,313)     (35,726)     (59,377)
  period
  Weighted average              1,507,226    1,508,037    1,508,037
  of ordinary
  shares ('000)
  Basic and diluted              GBP(0.40)    GBP(0.02)      $(0.04)
  profit (loss) per
  share

                     Nine months ended 30 September

                                     2002         2003         2003
                                  GBP'000      GBP'000        $'000
  Profit (loss) for              (673,047)    (103,559)    (172,115)
  period
  Weighted average              1,507,138    1,507,463    1,507,463
  of ordinary
  shares ('000)
  Basic and diluted              GBP(0.45)    GBP(0.07)      $(0.11)
  profit (loss) per
  share

4a. Net cash inflow from operating activities



                    Three months ended 30 September

                                       2002        2003        2003
                                    GBP'000     GBP'000       $'000
  Operating loss                   (627,010)    (20,477)    (34,032)
  Depreciation,                     621,400      63,733     105,924
  amortisation of fixed
  assets
  Exchange differences                 (442)        (19)        (32)
  Decrease (increase)                14,485      11,206      18,624
  in debtors
  Increase (decrease)                26,471        (935)     (1,554)
  in creditors
  Movement in provision              20,180      (8,244)    (13,702)
  for liabilities and
  charges
  Net cash inflow from               55,084      45,264      75,228
  operating activities


                    Nine months ended 30 September

                                      2002        2003         2003
                                   GBP'000     GBP'000        $'000
  Operating loss                  (746,355)    (68,085)    (113,157)
  Depreciation,                    752,987     183,286      304,620
  amortisation of
  fixed assets
  Exchange differences                 520         123          205
  Decrease (increase)               48,860      15,020       24,964
  in debtors
  Increase (decrease)               29,977       3,325        5,526
  in creditors
  Movement in                       26,392     (20,718)     (34,433)
  provision for
  liabilities and
  charges
  Net cash inflow from             112,381     112,951      187,725
  operating activities

4b. EBITDA reconciliation



                    Three months ended 30 September

                                       2002        2003        2003
                                    GBP'000     GBP'000       $'000
  Net cash inflow from               55,084      45,264      75,228
  operating activities
  Adjusted for:
  Exchange differences                  442          19          32
  Movement in debtors               (14,485)    (11,206)    (18,624)
  Movement in creditors             (26,471)        935       1,554
  Total working capital             (40,956)    (10,271)    (17,070)
  adjustments
  Movement in provision             (20,180)      8,244      13,702
  for liabilities and
  charges
  Add back
  Exceptional                        12,640          --          --
  interconnect and
  Network charges
  Exceptional selling                12,360          --          --
  and
  Administrative
  charges
  EBITDA before                      19,390      43,256      71,892
  exceptional items



                     Nine months ended 30 September

                                       2002        2003        2003
                                    GBP'000     GBP'000       $'000
  Net cash inflow from              112,381     112,951     187,725
  operating activities
  Adjusted for:
  Exchange differences                 (520)       (123)       (205)
  Movement in debtors               (48,860)    (15,020)    (24,964)
  Movement in creditors             (29,977)     (3,325)     (5,526)
  Total working capital             (78,837)    (18,345)    (30,490)
  adjustments
  Movement in provision             (26,392)     20,718      34,433
  for liabilities and
  charges
  Add back
  Exceptional                        18,320          --          --
  interconnect and
  Network charges
  Exceptional selling                18,934          --          --
  and
  Administrative
  charges
  EBITDA before                      43,886     115,201     191,463
  exceptional items

Notes to Financial Statements

5. Changes in cash and investments in liquid resources



                    Three months ended 30 September

                                       2002       2003         2003
                                    GBP'000    GBP'000        $'000
  Beginning of period             1,058,150    920,519    1,529,903
  Net increase                      (78,152)    (3,816)      (6,343)
  (decrease) in
  investments in
  liquid resources
  before exchange
  differences
  Effects of exchange               (15,761)     4,715        7,837
  differences in
  investments in
  liquid resources
  Net increase                       15,572     13,416       22,297
  (decrease) in cash
  before exchange
  differences
  Effects of exchange                (1,715)      (430)        (714)
  differences in cash
  End of period                     978,094    934,404    1,552,980


                         Nine months ended 30 September

                                      2002        2003         2003
                                   GBP'000     GBP'000        $'000
  Beginning of period            1,304,477     934,882    1,553,774
  Net increase                    (337,741)    (46,659)     (77,547)
  (decrease) in
  investments in
  liquid resources
  before exchange
  differences
  Effects of exchange               14,153      37,268       61,939
  differences in
  investments in
  liquid resources
  Net increase                       1,879       6,743       11,207
  (decrease) in cash
  before exchange
  differences
  Effects of exchange               (4,674)      2,170        3,607
  differences in cash
  End of period                    978,094     934,404    1,552,980

6. Summary of differences between U.K. Generally Accepted Accounting Principles ("U.K. GAAP") and U.S. Generally Accepted Accounting Principles ("U.S. GAAP")

a. Effects of conforming to U.S. GAAP - impact on net loss



                      Three months ended 30 September

                                     2002         2003         2003
                                  GBP'000      GBP'000        $'000
  Loss for period                (609,313)     (35,726)     (59,377)
  Adjustments:
  Deferred                           (356)        (292)        (485)
  compensation (i),
  (ii)
  Amortisation of                     384          544          904
  intangibles (iii)
  Capitalised                       1,147         (715)      (1,188)
  interest, net of
  depreciation (iv)
  Profit on sale of                   262          262          435
  IRUs (v)
  Warrants (vi)                      (154)         140          233
  Installation revenue             (4,043)         773        1,285
  (vii)
  Direct costs                      4,043       (1,401)      (2,329)
  attributable to
  installation revenue
  (vii)
  Impairment (viii)               107,200       (2,805)      (4,662)
  Loss for period                (500,830)     (39,220)     (65,184)
  under US GAAP
  Weighted average              1,507,226    1,508,037    1,508,037
  number of ordinary
  shares ('000)
  Basic and diluted             GBP(0.33)    GBP(0.03)      $(0.04)
  loss per share


                     Nine months ended 30 September

                                     2002         2003         2003
                                  GBP'000      GBP'000        $'000
  Loss for period                (673,047)    (103,559)    (172,115)
  Adjustments:
  Deferred                         (1,617)        (815)      (1,355)
  compensation (i),
  (ii)
  Amortisation of                     873        1,612        2,679
  intangibles (iii)
  Capitalised                       4,726       (2,268)      (3,769)
  interest, net of
  depreciation (iv)
  Profit on sale of                   784          783        1,301
  IRUs (v)
  Warrants (vi)                    (1,377)         127          211
  Installation revenue                680        2,044        3,397
  (vii)
  Direct costs                       (680)      (2,672)      (4,441)
  attributable to
  installation revenue
  (vii)
  Impairment (viii)               107,200       (8,416)     (13,987)
  Loss for period                (562,458)    (113,164)    (188,079)
  under US GAAP
  Weighted average              1,507,138    1,507,463    1,507,463
  number of ordinary
  shares ('000)
  Basic and diluted             GBP(0.37)     GBP(0.08)      $(0.12)
  loss per share

(i) On 3 July 2001 the Company completed the acquisition of Fitec. A total of 1,518,792 ordinary shares and 4.04 million Euros was paid at completion, with an additional 1.2 million Euros and 317,784 shares to be earned over the two year period ending June 2003, subject to certain conditions being met. The final payments were made in July 2003.

Under U.K. GAAP, the deferred shares and payments have been included in the purchase consideration. The excess purchase consideration over the fair value of assets and liabilities acquired is attributed to goodwill and is being amortised over its estimated economic life.

Notes to Financial Statements

Under U.S. GAAP, these deferred shares and payments are excluded from the purchase consideration and recognised as compensation expense in the profit and loss accounts over the period in which the payments vest. The total compensation charge for the three and nine months ended 30 September 2002 was GBP0.2 million and GBP1.0 million respectively and for the three and nine months ended 30 September 2003 nil and GBP0.3 million respectively.

(ii) The Company operates an Inland Revenue approved Savings-Related Share Option Scheme ("SAYE Scheme"). Under this scheme, options may be granted at a discount of up to 20%. Under U.K. GAAP no charge is taken in relation to the discount. Under U.S. GAAP, the difference between the market value of the shares on the date of grant and the price paid for the shares is charged as a compensation cost to the profit and loss account over the period over which the shares are earned.

During 2002 the Company adopted the provisions of EITF 00-23, "Issues Related to the Accounting for Stock Compensation under APB Opinion No. 25 and FIN 44". In accordance with this, an employers offer to enter into a new SAYE contract at a lower price causes variable accounting for all existing awards subject to the offer. Variable accounting commences for all existing awards when the offer is made, and of those awards that are retained by employees because the offer is declined, variable accounting continues until the award is exercised, forfeited or expires unexercised. New awards are accounted for as variable to the extent that the previous, higher priced options are cancelled. The adoption of this guidance has not had a material effect on the compensation charge.

The total expected compensation cost is recorded within equity shareholders' funds as unearned compensation and additional paid in share capital, with unearned compensation being charged to the profit and loss account over the vesting period. The total compensation charge for the three and nine months ended 30 September 2002 was GBP0.2 million and GBP0.6 million respectively and for the three and nine months ended 30 September 2003 GBP0.3 million and GBP0.5 million respectively.

(iii) Under U.S. GAAP goodwill with indefinite useful lives is not amortised but is tested for impairment annually. Under U.K. GAAP goodwill is amortised on a straight line basis over its useful economic life.

At 30 September 2002, as set out in note (viii), the Company completed an impairment review of its reporting units. As a result the goodwill and other intangible assets attributable to Fitec were considered fully impaired and written off. These were also written off in full for U.K. GAAP purposes.

The Company had unamortised goodwill of GBP6.6 million at 1 January 2003, which is no longer amortised under U.S. GAAP but will be assessed for impairment annually. Amortisation expense related to goodwill, under U.K. GAAP, was GBP0.4 million and GBP0.9 million for the three and nine months ended 30 September 2002 respectively and GBP0.5 million and GBP1.6 million for the three and nine months ended 30 September 2003 respectively.

(iv) Adjustment to reflect interest amounts capitalised under U.S. GAAP, less depreciation for the period.

(v) The Company has concluded a number of infrastructure sales in the form of 20-year indefeasible rights-of-use ("IRU") with characteristics which qualify the transactions as outright sales under U.K. GAAP. Under U.S. GAAP, these sales are treated as 20-year operating leases. The adjustment reflects the recognition of revenue previously deferred.

(vi) The Company has received warrants from certain suppliers in the ordinary course of business. Under U.K. GAAP, warrants are treated as financial assets and recorded at the lower of cost or fair value. Hence for U.K. GAAP purposes the warrants have been recognised at nil.

Under U.S. GAAP, the warrants are recorded at fair value with unrecognised gains and losses reflected in the profit and loss account.

(vii) In accordance with SAB 101 "Revenue Recognition in Financial Statements", for the three and nine months ended 30 September 2002 and 2003, customer installation revenues together with attributable direct costs are recognised over the expected customer relationship period. The expected relationship period for wholesale customers was reduced during the three months ended 30 June 2002. At 30 September 2003, the cumulative increase in net losses under SAB 101 was GBP0.6 million, representing cumulative deferred installation revenues of GBP55.6 million and costs of GBP55.0 million.

(viii) During the quarter ended 30 September 2002, the Company recorded charges of GBP443.8 million under U.S. GAAP to reflect the impairment of goodwill (see note iii), network and non-network fixed assets, resulting in a GAAP difference of GBP107.2 million. For the three and nine months ended 30 September 2003 depreciation in the amount of GBP2.8 million and GBP8.4 million respectively was recorded in respect of the assets which had not been impaired for U.S. GAAP purposes.

b. Effects of conforming to U.S. GAAP - impact on net equity



                        At 30 September 2003

                                               GBP'000        $'000
  Equity shareholders' funds                   880,802    1,463,893
  for the Company
  U.S. GAAP adjustments:
  Adjustment for deferred                      (10,569)     (17,565)
  compensation
  Unearned compensation                         (1,708)      (2,839)
  Additional paid in                            12,277       20,404
  share capital
  Own shares held in                              (206)        (342)
  trust (i)
  Amortisation of                                5,512        9,161
  intangibles
  Warrants                                         979        1,627
  Impairment                                    95,974      159,509
  Deferred profit on IRUs                      (17,984)     (29,889)
  Capitalised interest,                         38,692       64,305
  net of depreciation
  Deferred profit on                              (628)      (1,044)
  installations
  Approximate equity                         1,003,141    1,667,220
  shareholders' funds under
  U.S. GAAP

(i) Under U.K. GAAP, shares held by a QUEST, and similar employee share schemes, are recorded as fixed asset investments at cost less amounts written off. Under U.S. GAAP, these shares are recorded at historical cost in the balance sheet as a deduction from shareholders' funds. The adjustment reflects the net impact on U.S. GAAP equity after U.K. GAAP write-offs.

c. Effects of conforming to U.S. GAAP - stock options

At September 2003 the Company had certain options outstanding under its Option Plan. As permitted by SFAS No.123, "Accounting for Stock-Based Compensation", the Company elected not to adopt the recognition provisions of the standard and to continue to apply the provisions of Accounting Principles Board Opinion No.25, "Accounting for Stock Issued to Employees," in accounting for its stock options and awards. Had compensation expense for stock options and awards been determined in accordance with SFAS No.123, the Company's loss for the three and nine months ended 30 September 2003 would have been GBP43.2 million ($71.9 million) and GBP126.2 million ($209.8 million) respectively.

Forward Looking Statements

This report contains "forward looking statements" including statements concerning plans, future events or performance and underlying assumptions and other statements which are other than statements of historical fact. The Company wishes to caution readers that any such forward looking statements are not guarantees of future performance and certain important factors could in the future affect the Company's actual results and could cause the Company's actual results for future periods to differ materially from those expressed in any forward looking statement made by or on behalf of the Company. These include, among others, the following: (i) any adverse change in the laws, regulations and policies governing the ownership of telecommunications licenses, (ii) the ability of the Company to expand and develop its networks in new markets, (iii) the Company's ability to manage its growth, (iv) the nature of the competition that the Company will encounter and (v) unforeseen operational or technical problems. The Company undertakes no obligation to release publicly the results of any revision to these forward looking statements that may be made to reflect errors or circumstances that occur after the date hereof.



            

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