Quarterly Report • Aug 31, 2012
Quarterly Report
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The following is a company announcement issued by GO p.l.c. ("the Company") pursuant to Malta Financial Services Authority Listing Rules.
In a meeting held earlier today the 31st August 2012, the Board of Directors of the Company approved the attached Group Interim Unaudited Financial Statements for the six-month period ended 30 June 2012.
The Interim Financial Statements are available for viewing on the Company's website www.go.com.mt
Unquote
Dr. Francis Galea Salomone LL.D. Company Secretary
Condensed Consolidated Interim Financial Statements
For the Period 1 January 2012 to 30 June 2012
Company Registration Number: C 22334
For the Period 1 January 2012 to 30 June 2012
| Page | |
|---|---|
| Directors' Report pursuant to Listing Rule 5.75.2 | 1 - 3 |
| Condensed Consolidated Interim Financial Statements: | |
| Condensed Consolidated Interim Statement of Financial Position | 4 - 5 |
| Condensed Consolidated Interim Income Statement | 6 |
| Condensed Consolidated Interim Statement of Comprehensive Income | 7 |
| Condensed Consolidated Interim Statement of Changes in Equity | 8 - 9 |
| Condensed Consolidated Interim Statement of Cash Flows | 10 - 11 |
| Notes to the Condensed Consolidated Interim Financial Statements | 12 - 21 |
| Statement pursuant to Listing Rule 5.75.3 | 22 |
| Independent Auditor's Report on Review of Condensed Consolidated |
Interim Financial Information
For the period 1 January 2012 to 30 June 2012
This Half-Yearly Report is being published in terms of Chapter 5 of the Listing Rules of the Listing Authority – Malta Financial Services Authority and the Prevention of Financial Markets Abuse Act, 2005. The Half-Yearly Report comprises the reviewed (not audited) condensed consolidated interim financial statements for the six months ended 30 June 2012 prepared in accordance with International Financial Reporting Standards adopted for use in the EU for interim financial statements (International Accounting Standard 34, 'Interim Financial Reporting'). The condensed consolidated interim financial statements have been reviewed in accordance with the requirements of ISRE 2410, 'Review of Interim Financial Information Performed by the Independent Auditor of the Entity'. The comparative statement of financial position has been extracted from the audited financial statements for the year ended 31 December 2011.
The Group is Malta's leading telecommunications and ancillary services provider. The services provided by the Group include fixed-line and mobile telephony services, broadband and internet services, digital terrestrial television, IPTV and data centre operations. The Company also has an interest in a jointly-controlled entity (Forgendo Limited), a company registered in Cyprus. Forgendo Limited currently holds an investment in an associate (Forthnet S.A.) registered in Greece, which provides fixed-line telephony, broadband and satellite TV services in Greece.
Insofar as their electronic communications operations are concerned, the Company and certain of its subsidiary companies are regulated by and are subject to the provisions of the Electronic Communications (Regulation) Act, 2004 and regulations issued thereunder.
During the first six months of the current financial year the Group registered an operating profit of €11.4 million, an increase of €2.1 million over 2011. Furthermore, the Group also recognised a gain of €11.4 million following the sale of property in Qawra. Whilst the results of 2011 were negatively impacted by the impairment of the Company's investment in Forthnet through Forgendo, no material impairment is being recognised on this investment during the period under review. GO is reporting a profit before tax of €20.4 million compared to a loss of €14.1 million in the comparative period.
During the period under review the Company concluded an agreement with the Government of Malta (GOM) through which the Company acquired eleven properties, collectively referred to as the 'GOM Properties' for a value of €13.8 million and concurrently GO sold to the GOM the land situated in Qawra, limits of St. Paul's Bay, also for a value of €13.8 million. The GOM Properties are required for the Company's core operations; however, the Company did not have full and proper title to such properties. The land in Qawra was recognised by the Company within inventories as at 31 December 2011 at a carrying value of €2.4 million which therefore resulted in GO recognising a gain of €11.4 million.
The results of 2012 and the comparative period were both negatively impacted by voluntary retirement costs and pension obligations, items considered to be of an unusual nature, size or incidence, whilst during the period under review GO secured the recovery of a long outstanding receivable not attributable to the Group's trading activities. The removal of the combined impact of these items of unusual nature, size or incidence show a normalised operating profit of €10.5 million in 2012 compared to €12.4 million registered in the comparative period. The deterioration in the operating performance of the Group is substantially due to lower revenues, which was not compensated for by a decrease in costs.
For the period 1 January 2012 to 30 June 2012
The Group's revenue amounted to €63.6 million compared to €65.2 million in 2011 representing a decline of 2.4%, which is essentially the result of a combination of lower retail revenues reflecting intense competition across all product lines and lower wholesale revenues attributable to a reduction in mobile termination rates as mandated by the Malta Communications Authority. Whilst the Group retains a strong client base, a substantial portion of which through bundled services, ARPU of most products is under pressure resulting in lower revenues from most products when compared to 2011. It is indeed encouraging to highlight the continued growth in TV services and an ever increasing proportion of clients opting for Homepack, the Group's highly successful bundle of services aimed at satisfying all telecommunication needs of a household.
Cost of sales and administration costs excluding costs of an unusual nature, size or incidence amounted to €53.6 million, which represents a marginal increase of €0.3 million over the comparative period. Whilst the Group successfully pursued cost reductions in various areas, it also experienced increased incidence of costs directly related to sales activity and exceptionally in the operation of its networks. Throughout the period under review the Group's mobile business was migrating from legacy networks to new state of the art technology resulting in a one-time only substantial increase in costs.
The Group's earnings before interest, tax, depreciation and amortisation (EBITDA) and before nonrecurring costs amounted to €24.5 million as against €26.1 million. Cash generation remains healthy and as at 30 June 2012 the Group held cash and cash equivalents of €12.4 million, an increase of €5 million over the levels registered as at 31 December 2011.
Over the past years the Group pursued a strategy of providing its customers with the best possible customer experience. The Group invested in new technologies allowing it to improve the quality of its existing services and to widen its product portfolio. This strategy ensured that despite aggressive competition across all its product range the Group increased its customer connections beyond 500,000. Whilst churn across most products, particularly in mobile, is high, GO continues to service customer connections in excess of 500,000, a significant amount of which through ever increasing bundled product offerings. Whilst the Group continues to experience loss, albeit marginal, in fixedline voice connections, following a period of no growth it has returned to growing its broadband and TV client base whilst mobile client base remains stable. This state of play highlights the extent to which the industry is performing within a highly saturated market where innovation, customer experience and value for money ensure an operator's ability to retain and grow market share.
In spite of the challenges faced by the industry, in particular pressure on retail prices and costs, GO maintains an effective call centre to support its clients. GO also extends on a regular basis offers to its clients. These initiatives remain constantly backed by an extensive investment programme in the Group's various networks. The ongoing investments in the fixed-line network are directed at further improving the broadband and TV experience of customers and in June 2012 GO upgraded its broadband network to enable the provision of higher-speed ADSL services even beyond 35 Mbps. Deployment of fibre continues and the next phase will imply increased activity to deliver fibre right to the doorstep of clients. Furthermore, the roll-out of the new mobile radio access network achieved till June 2012 has already enabled our mobile internet customers to reach speeds up to 42 Mbps. Today, GO clients have the ability to enjoy an unparalleled broadband experience seamlessly across both wired as well as wireless solution. The Group's ongoing investments in the mobile core will continue to strengthen the Group's position in this important segment.
Directors' Report pursuant to Listing Rule 5.75.2
For the period 1 January 2012 to 30 June 2012
During the first half of 2012 the Group continued to pursue the rightsizing of its operations and headcount levels are just above 900. These reductions become possible as the Group improves business processes which help improve response time to client needs and contain costs.
Whilst pressure on revenue is expected to continue, the Group believes that its strategy will allow it to remain the service provider of choice for the majority of customers, ensuring long term sustainability of its operations.
During the period under review, the Group acquired services amounting to €0.04 million from entities ultimately controlled by Dubai Holdings LLC, the ultimate parent company. No dividends were paid to the parent company.
The Board of Directors has resolved to determine the extent of dividend distribution for 2012 on the basis of the full results for the year. Accordingly, no dividends are declared upon issue of the results for the six-month period ended 30 June 2012.
Approved by the Board of Directors on 31 August 2012 and signed on its behalf by
Deepak S Padmanabhan Nikhil Patil Chairman Director
Statement of financial position
As at 30 June 2012
| As at 30.06.12 |
As at 31.12.11 |
||
|---|---|---|---|
| Notes | €000 | €000 | |
| ASSETS | |||
| Non-current assets | |||
| Property, plant and equipment | 6 | 133,027 | 120,789 |
| Investment property | 1,571 | 1,140 | |
| Intangible assets | 22,827 | 26,347 | |
| Loans receivable from jointly-controlled entity | 7 | 3,079 | 3,625 |
| Other investments and related instruments | 100 | 100 | |
| Deferred tax assets | 6,393 | 5,670 | |
| Trade and other receivables | 1,206 ------------ |
1,018 ------------ |
|
| Total non-current assets | 168,203 | 158,689 | |
| Current assets | ------------ | ------------ | |
| Inventories | 6,059 | 8,335 | |
| Trade and other receivables | 37,363 | 35,314 | |
| Current tax assets | 640 | 3,393 | |
| Cash at bank and in hand | 15,653 | 9,302 | |
| Total current assets | ----------- 59,715 |
----------- 56,344 |
|
| Total assets | ----------- 227,918 |
----------- 215,033 |
|
| ====== | ====== | ||
| EQUITY AND LIABILITIES | |||
| EQUITY | |||
| Share capital | 58,998 | 58,998 | |
| Reserves | 16,292 | 15,499 | |
| Retained earnings | 24,141 | 8,863 | |
| Total capital and reserves attributable to owners of the Company |
----------- 99,431 |
----------- 83,360 |
|
| ----------- | ----------- |
Statement of financial position (continued)
As at 30 June 2012
| As at 30.06.12 |
As at 31.12.11 |
||
|---|---|---|---|
| Notes | €000 | €000 | |
| LIABILITIES | |||
| Non-current liabilities | |||
| Borrowings | 61,733 | 66,000 | |
| Derivative financial instruments | 1,468 | 1,483 | |
| Deferred tax liabilities | 6,029 | 2,873 | |
| Trade and other payables | 2,541 | 2,450 | |
| Provisions for pensions | 8 | 2,968 | 3,070 |
| Total non-current liabilities | ---------- 74,739 |
---------- 75,876 |
|
| Current liabilities | ---------- | ---------- | |
| Trade and other payables | 40,529 | 49,790 | |
| Current tax liabilities | 688 | 208 | |
| Borrowings | 9,683 | 3,142 | |
| Provisions for pensions | 8 | 2,848 | 2,657 |
| Total current liabilities | ---------- 53,748 |
---------- 55,797 |
|
| Total liabilities | ----------- 128,487 |
----------- 131,673 |
|
| Total equity and liabilities | ----------- 227,918 |
----------- 215,033 |
|
| ====== | ====== |
The notes on pages 12 to 21 are an integral part of these condensed consolidated interim financial statements.
The condensed consolidated interim financial statements set out on pages 4 to 21 were approved by the Board of Directors on 31 August 2012 and were signed on its behalf by:
Deepak S Padmanabhan Nikhil Patil Chairman Director
| Notes | Six months ended 30.06.12 €000 |
Six months ended 30.06.11 €000 |
|
|---|---|---|---|
| Revenue Cost of sales |
63,628 (39,355) |
65,199 (38,951) |
|
| Gross profit Administrative and other related expenses Other income Other expenses |
----------- 24,273 (13,344) 565 (109) ---------- |
----------- 26,248 (17,463) 466 (5) ---------- |
|
| Operating profit | 9 | 11,385 | 9,246 |
| Analysed as follows: Operating profit before non-recurring items Non-recurring items presented within 'Administrative |
10,503 | 12,356 | |
| and other related expenses' | 882 ---------- |
(3,110) ---------- |
|
| Operating profit after non-recurring items | 11,385 | 9,246 | |
| Finance income Finance costs Adjustments arising on fair valuation |
298 (1,342) |
178 (1,334) |
|
| of land and buildings Gain on disposal of property Losses attributable to investment in |
6 | (770) 11,369 |
- - |
| jointly-controlled entity | 7 | (574) | (22,229) |
| Profit/(loss) before income tax Income tax expense |
---------- 20,366 (5,088) ---------- |
---------- (14,139) (3,147) ---------- |
|
| Profit/(loss) for the period | 15,278 ===== |
(17,286) ===== |
|
| Attributable to: Owners of the Company Non-controlling interests |
15,278 - |
(17,835) 549 |
|
| Profit/(loss) for the period | ---------- 15,278 ===== |
---------- (17,286) ===== |
|
| Earnings per share (euro cents) | 15c1 ==== |
(17c6) ==== |
The notes on pages 12 to 21 are an integral part of these condensed consolidated interim financial statements.
| Six months ended |
Six months ended |
|
|---|---|---|
| 30.06.12 | 30.06.11 | |
| €000 | €000 | |
| Profit/(loss) for the period | 15,278 | (17,286) |
| Other comprehensive income | ||
| Change in fair value of derivative designated as hedging instrument in cash flow hedge Surplus arising on revaluation of land |
14 | 484 |
| and buildings | 2,546 | - |
| Income tax relating to components of other comprehensive income |
(1,767) | (169) |
| ------- | ------- | |
| Total other comprehensive income for the | ||
| period, net of tax | 793 | 315 |
| ------- | ------- | |
| Total comprehensive income for the period | 16,071 | (16,971) |
| ===== | ===== | |
| Attributable to: | ||
| Owners of the Company | 16,071 | (17,520) |
| Non-controlling interests | - | 549 |
| Total comprehensive income for the period | ---------- 16,071 |
---------- (16,971) |
| ===== | ===== |
The notes on pages 12 to 21 are an integral part of these condensed consolidated interim financial statements.
| A i bu b le he f he Co t tr ta to t t o w ne rs o m p an y |
|||||
|---|---|---|---|---|---|
| S ha re i l ta ca p € 0 0 0 |
Re se rv es € 0 0 0 |
in Re ta d e in ea rn g s € 0 0 0 |
To l ta € 0 0 0 |
n in tro l l co n g in te ts re s € 0 0 0 |
To ta l i ty eq u € 0 0 0 |
| 8, 9 9 8 5 |
2 0, 0 4 7 |
6 0 4 3 5, |
1 4 4, 0 8 8 |
3 9 1 5, |
1 4 9, 4 9 7 |
| - | - | ( ) 1 7, 8 3 5 |
( ) 1 7, 8 3 5 |
5 4 9 |
( ) 1 7, 2 8 6 |
| - --- --- --- |
3 1 5 --- --- --- |
- --- --- --- |
3 1 5 --- --- --- |
- --- --- --- |
3 1 5 --- --- --- |
| - | 3 1 5 |
- | 3 1 5 |
- | 3 1 5 |
| --- --- --- - |
--- --- --- 3 1 5 |
--- --- --- ( 1 8 3 ) 7, 5 |
--- --- --- ( 1 2 0 ) 7, 5 |
--- --- --- 4 9 5 |
--- --- --- ( 1 6, 9 1 ) 7 |
| -- --- --- - |
--- --- --- |
--- --- --- |
--- --- --- |
--- --- --- |
--- --- --- |
| - -- --- --- - |
- -- --- --- - |
( ) 5, 0 6 6 -- --- --- - |
( ) 5, 0 6 6 -- --- --- - |
- -- --- --- - |
( ) 5, 0 6 6 -- --- --- - |
| - --- --- |
- --- --- --- |
( 0 6 6 ) 5, --- --- --- |
( 0 6 6 ) 5, --- --- --- |
- --- --- --- |
( 0 6 6 ) 5, --- --- --- |
| 5 8, 9 9 8 |
2 0, 3 6 2 |
4 2, 1 4 2 |
1 2 1, 5 0 2 |
5, 9 4 0 |
1 2 7, 4 4 2 == == == |
| -- - == == = |
== == = |
== == = |
== == == |
No == == = |
Statement of changes in equity (continued)
| i A t tr bu ta |
b le to t he o ne w |
|||||
|---|---|---|---|---|---|---|
| S ha re i l ta ca p € 0 0 0 |
Re se rv es € 0 0 0 |
Re in d ta e in ea rn g s € 0 0 0 |
To l ta € 0 0 0 |
No n l l in tro co n g in te ts re s € 0 0 0 |
To l ta i ty eq u € 0 0 0 |
|
| Ba lan 1 Ja 2 0 1 2 t ce a nu ar y |
8, 9 9 8 5 |
1 4 9 9 5, |
8, 8 6 3 |
8 3, 3 6 0 |
- | 8 3, 3 6 0 |
| Co he ive in m p re ns co m e Pr f i los t o o r s |
- | - | 1 2 8 5, 7 |
1 2 8 5, 7 |
- | 1 2 8 5, 7 |
| O he he ive inc t r c om p re ns om e: Ca h f low he dg f de fe d t o tax s e, ne rre |
- | 9 | - | 9 | - | 9 |
| Su lus is ing lua ion f lan d t rp a r o n r ev a o d bu i l d ing a n s Mo in de fe d l ia b i l i ts tax ty ve me n rre on |
- | 2, 4 6 5 |
- | 2, 4 6 5 |
- | 2, 4 6 5 |
| lue d lan d a d bu i l d ing de ine d te r ev a n s rm he ba is l ica b le i l g ins t to ta o n s ap p ca p a |
- --- --- --- |
( ) 1, 7 6 2 --- --- --- |
- --- --- --- |
( ) 1, 7 6 2 --- --- --- |
- --- --- --- |
( ) 1, 7 6 2 --- --- --- |
| To l o he he ive inc ta t r c om p re ns om e |
- --- --- --- |
7 9 3 --- --- --- |
- --- --- --- |
7 9 3 --- --- --- |
- --- --- --- |
7 9 3 --- --- --- |
| To l c he ive inc fo he io d ta t om p re ns om e r p er |
- | 7 9 3 |
1 5, 2 7 8 |
1 6, 0 7 1 |
- | 1 6, 0 7 1 |
| Ba lan 3 0 Ju 2 0 1 2 t ce a ne |
--- --- --- 5 8, 9 9 8 == == = |
--- --- --- 1 6, 2 9 2 == == = |
--- --- --- 2 4, 1 4 1 == == == |
--- --- --- 9 9, 4 3 1 == == == |
--- --- --- - == == = |
--- --- --- 9 9, 4 3 1 == == == |
The notes on pages 12 to 21 are an integral part of these condensed consolidated interim financial statements.
| Six months | Six months | |
|---|---|---|
| ended | ended | |
| 30.06.12 | 30.06.11 | |
| €000 | €000 | |
| Cash flows from operating activities | ||
| Operating profit | 11,385 | 9,246 |
| Adjustments for: | ||
| Depreciation and amortisation | 13,968 | 13,771 |
| Net (decrease)/increase in provisions and write- downs in relation to receivables and inventories |
(427) | 815 |
| Voluntary retirement costs | 629 | 559 |
| Provisions for pensions | 89 | 2,551 |
| Other items | (20) | (17) |
| ----------- 25,624 |
----------- 26,925 |
|
| Changes in working capital: | ||
| Inventories | (152) | (630) |
| Trade and other receivables | (1,631) | (1,451) |
| Trade and other payables | (7,984) | (4,847) |
| Cash generated from operations | ----------- 15,857 |
----------- 19,997 |
| Interest received | 81 | 3 |
| Interest paid on bank overdrafts | (38) | (18) |
| Net taxation paid | (1,675) | (1,550) |
| Payments under voluntary retirement scheme | (629) | (559) |
| Payments in relation to pension obligations | - | (2,800) |
| Net cash from operating activities | ----------- 13,596 |
----------- 15,073 |
| ----------- | ----------- |
| Six months ended 30.06.12 €000 |
Six months ended 30.06.11 €000 |
|
|---|---|---|
| Cash flows from investing activities Payments to acquire property, plant and equipment and intangible assets |
(8,528) | (8,257) |
| Advances to jointly-controlled entity Repayments received in relation to advances to jointly- controlled entity |
- - |
(322) 730 |
| Net cash used in investing activities | ------------ (8,528) ------------ |
------------ (7,849) ------------ |
| Cash flows from financing activities | ||
| Proceeds from non-current bank borrowings | 2,981 | - |
| Repayments of bank borrowings | (1,000) | (1,000) |
| Dividends paid | - | (5,066) |
| Loan interest paid | (937) | (1,307) |
| Net cash generated from/(used in) financing activities |
----------- 1,044 ----------- |
----------- (7,373) ----------- |
| Net movement in cash and cash equivalents | 6,112 | (149) |
| Cash and cash equivalents at beginning of period | 7,320 | 8,109 |
| Exchange gains on cash and cash equivalents | (53) | 45 |
| Movement in cash pledged as guarantees | (1,022) | (3) |
| Cash and cash equivalents at end of period | ---------- 12,357 |
---------- 8,002 |
| ===== | ===== |
The notes on pages 12 to 21 are an integral part of these condensed consolidated interim financial statements.
For the period 1 January 2012 to 30 June 2012
GO p.l.c. ("the Company") is a limited liability company domiciled and incorporated in Malta. The condensed consolidated interim financial statements of the Company as at 30 June 2012 and for the six-month period then ended comprise the Company and its subsidiaries (together referred to as the "Group") and the Group's interest in Forgendo Limited (the "jointlycontrolled entity"), a company registered in Cyprus. The Group operates in Malta and is primarily involved in the provision of telecommunications services (both fixed and mobile), internet related services, digital terrestrial television in Malta and in the operation of data centres.
The consolidated financial statements of the Group as at and for the year ended 31 December 2011 are available upon request from the Company's registered office at Fra Diegu Street, Marsa, MRS 1501, Malta. They are also available for viewing on its website at www.go.com.mt.
This condensed consolidated interim financial information was approved for issue by the Board of Directors on 31 August 2012.
This condensed consolidated interim financial information has been reviewed, not audited, in accordance with the requirements of ISRE 2410 'Review of Interim Financial Information Performed by the Independent Auditor of the Entity'.
GO p.l.c. controls 50% of the share capital of its jointly-controlled entity, Forgendo Limited (Forgendo). The jointly-controlled entity's sole activity is that of holding investments in its associated undertaking, Hellenic Company for Telecommunications and Telematic Applications S.A. (Forthnet S.A. or Forthnet), a Greek company listed on the Athens Stock Exchange. As at 30 June 2012, the ownership interest of the jointly-controlled entity in Forthnet S.A. was 41.27% (31 December 2011: 41.27%).
The carrying amount of GO's exposures to Forgendo, at 30 June 2012, amounted to €3.1 million (31 December 2011: €3.6 million), constituting investments originally amounting to €123 million adjusted by GO's share of losses incurred by Forgendo in relation to Forthnet over the years and adjusted by GO's impairment losses on receivables from Forgendo. Further information on the Group's investments can be found in Note 7 to the condensed consolidated interim financial statements.
The consolidated income statement of GO p.l.c. for the six-month period ended 30 June 2011 reflected GO's 50.0% share of Forgendo's results, which comprised the effects in its income statement of the share of Forthnet's losses and the impairment charge on the carrying amount of the investment in Forthnet. The impairment charge adjusted the carrying amount of the equity investment in Forthnet, post Forgendo's share of consolidated losses, to its recoverable amount determined by Forgendo's management on the basis of Forthnet's value in use. The value in use of Forgendo's investment in Forthnet is based on cash flow projections for the period covered by the most recent forecasts reflected in the business plan approved by Forthnet's board of directors.
For the period 1 January 2012 to 30 June 2012
During the period ended 30 June 2011, GO's share of Forgendo's interim losses amounted to €22.2 million. However since the carrying amount of the equity investment in Forgendo amounted to €3.8 million, GO had to recognise only this amount as GO's share of the results of Forgendo, bringing the carrying amount of the equity investment in Forgendo to nil. The remaining amount of €18.4 million in substance represented, and has been reflected as, impairment losses on the advances to Forgendo as a result of the value in use estimation process referred to above and of Forgendo's net liability position as at 30 June 2011.
As disclosed in the consolidated annual financial statements of GO for the year ended 31 December 2011, Forgendo's management did not view the value in use calculation as a reliable indicator of the investment's recoverable amount as at 31 December 2011 in view of the outcome of scenario analysis and the continued economic uncertainty prevailing in the Greek market. Estimation of the investment's fair value less costs to sell on the basis of the equity's quoted market price as at 31 December 2011 was deemed to be a more reliable and prudent reflection of recoverable amount, notwithstanding the implications of the transfer of Forthnet's shares to the 'Under Surveillance Segment' and the prevailing thin market in such shares. As at 30 June 2012, the market value of Forgendo's investment in Forthnet, based on quoted share price, amounted to €6.2 million and this was again considered to be the more reliable and prudent reflection of the investment's recoverable amount.
The consolidated income statement of GO p.l.c. should reflect GO's 50% share of Forgendo's results. However the carrying value of the equity investment in Forgendo since 30 June 2011 is nil and accordingly GO's share of losses is not recognised. The unrecognised amount of losses in substance represents an indicator of impairment losses on the advances and other amounts receivable from Forgendo. A further impairment loss of €0.6 million was recognised during the six-month period ended 30 June 2012 by GO p.l.c. in relation to loans and other amounts receivable (Note 7). The recoverable amount of the loans and other amounts receivable was determined on the basis of 50% of the recoverable amount of Forgendo's principal asset, its investment in Forthnet, considering the fact that the liabilities of Forgendo are predominantly attributable to the company's shareholders allocated in a manner which is proportionate to respective shareholding. This impairment loss also addresses GO's confirmation to the Board of Forgendo that it will make available such funds and other financial support as may be required, to enable Forgendo to cover any deficiency in equity and any liquidity requirements that may arise to cover its liabilities, as and when they fall due. Accordingly, the resultant balance of loans receivable from Forgendo of €3.1 million, reflected in GO's financial information, constitutes the remaining exposure to Forgendo at 30 June 2012.
For the period 1 January 2012 to 30 June 2012
On 23 August 2012, the Extraordinary General Meeting of the shareholders of Forthnet S.A. approved the resolution of the following principal items:
As at the date of authorisation for issue of GO's interim financial information, the above changes are still subject to regulatory approval.
Forgendo Limited has expressed its positive intention with respect to the maintenance of the percentage of its participation in the share capital of Forthnet until completion of the increase in Forthnet's share capital. On 28 August 2012, GO p.l.c. has announced that the Board of Directors will be taking a decision whether or not to fund the capital increase referred to above at a Board meeting to be held subsequent to the date of approval of this interim financial information.
The condensed consolidated interim financial information for the six-month period ended 30 June 2012 has been prepared in accordance with International Financial Reporting Standards as adopted by the EU applicable to interim financial reporting (International Accounting Standard 34, 'Interim Financial Reporting'). The condensed consolidated interim financial information should be read in conjunction with the annual financial statements for the year ended 31 December 2011, which have been prepared in accordance with IFRSs as adopted by the EU.
For the period 1 January 2012 to 30 June 2012
The accounting policies applied are consistent with those of the annual financial statements for the year ended 31 December 2011, as described in those annual financial statements.
(a) Standards, interpretations and amendments to published standards effective in 2012
In 2012, the Group adopted amendments to existing standards that are mandatory for the Group's accounting period beginning on 1 January 2012. The adoption of these revisions to the requirements of IFRSs as adopted by the EU did not result in changes to the Group's accounting policies impacting the Group's financial performance and position.
(b) Standards, interpretations and amendments to published standards that are not yet effective
Certain new standards, amendments and interpretations to existing standards which are mandatory for accounting periods beginning after 1 January 2012 have been published by the date of authorisation for issue of this financial information. The Company's directors are of the opinion that there are no requirements that will have a possible significant impact on the Company's consolidated financial statements in the period of initial application.
The Group has three reporting segments, as described below, which are the Group's strategic business units. The strategic business units offer different services, and are managed separately because they require different technology and marketing strategies. For each of the strategic business units, the Board of Directors reviews internal management reports at least on a monthly basis. The following summary describes the operations in each of the Group's reportable segments:
Fixed Communication Services (Fixed-line) comprise the Group's fixed-line telephony services, digital television services, sale of broadband, internet services and other business communication solutions.
Mobile Communication Services (Mobile) comprise the Group's mobile telephony services.
Data Centre Services (Data) comprise the Group's data centre activities including co-location services.
The Group's internal reporting to the Board of Directors and senior executives is analysed according to the above segments. The segment results are based on results from operations adjusted for attributable finance costs.
For the period 1 January 2012 to 30 June 2012
(b) Information about reportable segments for the six-month periods ended 30 June
| F ixe |
d- l in e |
Mo b i le |
Da Op ta |
io t er a ns |
To | l ta |
||
|---|---|---|---|---|---|---|---|---|
| 2 0 1 2 |
2 0 1 1 |
2 0 1 2 |
2 0 1 1 |
2 0 1 2 |
2 0 1 1 |
2 0 1 2 |
2 0 1 1 |
|
| € 0 0 0 |
€ 0 0 0 |
€ 0 0 0 |
€ 0 0 0 |
€ 0 0 0 |
€ 0 0 0 |
€ 0 0 0 |
€ 0 0 0 |
|
| Ex l re te rn a ve nu es |
5 5 3 7, 8 = == == = |
3 7, 2 9 2 == == == |
5 2 0, 8 9 == == = |
2 2, 3 0 7 == == == |
5, 1 8 4 == == == |
5, 6 0 0 == == == |
6 3, 6 2 8 == == == |
6 5, 1 9 9 == == == |
| In te t r r-s eg me n ev en ue s |
2, 4 0 0 = == == = |
2, 7 7 6 == == == |
1, 0 2 1 == == = |
2, 7 7 7 == == == |
- == == = |
- == == == |
3, 4 2 1 == == == |
5, 5 5 3 == == == |
| Re b le l ta t r ts p or se g me n es u |
1 1, 3 6 3 = == == = |
( ) 2 3, 4 9 9 == == == |
7, 4 1 2 == == = |
7, 3 7 3 == == == |
2, 4 2 9 == == = |
2, 6 6 6 == == == |
2 1, 2 0 4 == == == |
( ) 1 3, 4 6 0 == == == |
| fo In ion bo i d w i h in t t te te t rm a a ms p res en u b le l ta t r ts re p or se g me n es u : No ing i im ing ing te t t n- re cu rr ms p ac o p er a ( ) f i No 9 t te p ro se e |
8 8 2 |
( ) 3, 1 1 0 |
- | - | - | - | 8 8 2 |
( ) 3, 1 1 0 |
| Ga in d isp l o f p ty on os a ro p er A d is fa ir v lua ion f |
1 1, 3 6 9 |
- | - | - | - | - | 1 1, 3 6 9 |
- |
| j ing tm ts t us en ar o n a o lan d a d bu i l d ing n s Lo i bu b le j in ly- t tr ta to t ss es a o |
( ) 7 7 0 |
- | - | - | - | - | ( ) 7 7 0 |
- |
| l le d i tro t ty co n en |
( ) 5 7 4 = == == = |
( 2 2, 2 2 9 ) == == == |
- == == = |
- == == == |
- == == == |
- == == == |
( ) 5 7 4 == == == |
( 2 2, 2 2 9 ) == == == |
| Re b le ta t a ts p or se g me n ss e |
2 0 7, 6 3 3 |
2 5 2, 8 0 7 |
3 8, 5 4 8 |
4 1, 8 6 9 |
7, 9 4 7 |
1 5, 3 3 2 |
2 5 4, 1 2 8 |
3 1 0, 0 0 8 |
| = == == = |
== == == |
== == = |
== == == |
== == == |
== == == |
== == == |
== == == |
For the period 1 January 2012 to 30 June 2012
(b) Information about reportable segments for the six-month periods ended 30 June (continued)
| Six months ended 30.06.12 €000 |
Six months ended 30.06.11 €000 |
|
|---|---|---|
| Total results for reportable segments Elimination of inter-segment profits |
21,204 (838) |
(13,460) (679) |
| Profit/(loss) before income tax | ----------- 20,366 ====== |
----------- (14,139) ====== |
During the six month period ended 30 June 2012, the Company concluded an agreement with the Government of Malta (GOM) to acquire eleven properties, collectively referred to as the 'GOM Properties' from the Government at the transfer price of €13.8 million. The GOM Properties were already occupied by the Company and are required for its core operations. However, the Company did not have full and proper title to the GOM Properties until acquisition.
In exchange for the GOM Properties, the Company transferred to the GOM the full ownership and all rights pertaining to, or on, the land situated in Qawra, limits of St. Paul's Bay, recognised within inventories as at 31 December 2011, with a carrying amount of €2,453,000. The market value and transfer price of the land situated in Qawra was established at €13.8 million and accordingly GO recognised a gain of €11,369,000 in profit or loss during the interim period under review.
During the six months ended 30 June 2012, the Group also acquired other assets, primarily plant and equipment, with a cost of €6.0 million (six months ended 30 June 2011: €5.1 million).
Notes to the condensed consolidated interim financial statements
For the period 1 January 2012 to 30 June 2012
The following are capital commitments of the Group:
| 7,228 ===== |
8,651 ===== |
|
|---|---|---|
| --------- | -------- | |
| Authorised but not yet contracted for | - | 112 |
| Contracted for | 7,228 | 8,539 |
| 30.06.12 €000 |
31.12.11 €000 |
As outlined in Note 2, the Company has a 50% interest in Forgendo Limited, the jointlycontrolled entity, which in turn has an investment in its associate, Forthnet S.A. During the interim period to 30 June 2011, the carrying amount of GO's equity investment in the jointlycontrolled entity had been reduced to nil as a result of the partial recognition of GO's share of the interim financial results of Forgendo in accordance with the requirements of equity accounting. The carrying amount of the equity investment remained nil at 30 June 2012 in view of Forgendo's further registered losses during the interim period to 30 June 2012. The unrecognised share of losses of Forgendo has in substance necessitated an impairment loss on the loans receivable from Forgendo (see Note b below). GO is committed to make available funds and other financial support as may be required, to the extent of its interest, to enable Forgendo to cover any deficiency in equity and any liquidity requirements that may arise to meet its liabilities, as and when they fall due.
Loans advanced to the jointly-controlled entity were subject to the following terms and conditions:
| Interest | Repayable by | 30.06.12 | 31.12.11 | |
|---|---|---|---|---|
| % | €000 | €000 | ||
| Loan 2 | 4.75 | June 2013 | 597 | 597 |
| Loan 3 | 4.75 | August 2013 | 54,882 | 54,882 |
| Loan 4 | 6 months Euribor +2.00% |
July 2013 | 463 | 466 |
| Loan 5 | 4.75 | January 2014 | 6,094 | 3,262 |
| Impairment loss | (58,957) | (55,582) | ||
| ---------- | ---------- | |||
| Carrying amount | 3,079 | 3,625 | ||
| ====== | ===== |
For the period 1 January 2012 to 30 June 2012
The above loans are considered to be in substance part of the net investment in the jointlycontrolled entity. The change in the gross loan amounts is attributable to the net movements arising from repayments of €3,000 and capitalisation of interest amounting to €2,832,000. The latter amounts due were already provided for as at 31 December 2011.
As a result of the developments highlighted in Note 2 to these interim financial statements and the matters referred to above in this Note, the loans receivable are deemed impaired. Impairment losses on loans receivable have been initially recognised during the six-month period ended 30 June 2011; further impairment losses have been registered in the subsequent six-month period and during the interim period up to 30 June 2012. The impairment losses were determined on the basis disclosed in the said Note 2.
Amounts recognised in profit or loss in respect of the jointly-controlled-entity are as follows:
| Six months | Six months | |
|---|---|---|
| ended 30.06.12 |
ended 30.06.11 |
|
| €000 | €000 | |
| Share of results of equity-accounted jointly controlled entity Impairment loss on loans receivable from jointly-controlled entity |
- | (3,827) |
| (574) ====== |
(18,402) ===== |
As disclosed in the annual financial statements, GO p.l.c. was required to set up a pension scheme in favour of ex-Cable and Wireless employees following a judgement by the Court of Appeal on 7 July 2008. Subsequently the Company also received other claims for pension rights from a number of employees and former employees. The Company established the scheme on 1 July 2009 with effect from 1 January 1975. Subsequent to the setting up of the scheme, the Company offered a number of beneficiaries a one-time lump sum settlement in lieu of joining the scheme.
As at 30 June 2012, the Company estimated that its obligations towards the remaining potential beneficiaries amounted to €5.8 million (31 December 2011: €5.7 million).
For the period 1 January 2012 to 30 June 2012
During the interim period the following items of unusual nature, size or incidence have been charged/(credited) to operating profit:
| Six months ended 30.06.12 €000 |
Six months ended 30.06.11 €000 |
|
|---|---|---|
| Administrative and other related expenses: Voluntary retirement costs (see note below) Movement in provisions for pensions (see Note 8) Reversal of provision for impairment in relation |
629 89 |
559 2,551 |
| to specific receivables not attributable to the Group's trading activities |
(1,600) ====== |
- ===== |
The Company continued with its right-sizing programme by offering voluntary retirement schemes to its employees.
There were no major changes in the contingencies of the Company, its subsidiaries and the associate of the jointly-controlled entity from those disclosed in the consolidated financial statements of the Group for the year ended 31 December 2011.
The Company's ultimate controlling party and ultimate parent is Dubai Holding LLC, the registered office of which is situated at Emirates Towers, Level 43, Office Block, Sheikh Zayed Road, Dubai, UAE. The immediate parent of the Company, with a 60% holding, is Emirates International Telecommunications (Malta) Limited, a company which is ultimately controlled by Dubai Holding LLC as it forms part of the same group of companies of which Dubai Holding LLC is the ultimate parent. Dubai Holding LLC is owned by H.H. Sheikh Mohammed Bin Rashid Al Makhtoum, Vice President and Prime Minister of the UAE and Ruler of Dubai.
Consistent with the disclosures in the audited financial statements for the year ended 31 December 2011, the Group has a related party relationship with its ultimate controlling party and entities ultimately controlled by it (see above); key management personnel together with close members of their family and entities controlled by them; and the Group's jointlycontrolled entity.
For the period 1 January 2012 to 30 June 2012
(b) Related party transactions (continued)
The principal related party transactions during the six month period under review comprise:
| Ultimate controlling party and | Six months ended 30.06.12 €000 |
Six months ended 30.06.11 €000 |
|---|---|---|
| related entities | ||
| Services provided to | 147 | 230 |
| Services provided by | 64 | 527 |
| Payments on behalf of the Company by | 81 | 382 |
| Dividends paid to | - | 3,040 |
| ====== | ===== | |
| Jointly-controlled entity | ||
| Finance interest receivable from | - | 1,410 |
| Loans advanced to | - | 283 |
| Capitalisation of loan interest | - | 3,354 |
| Amounts paid on behalf of | - | 17 |
| Repayments of loans advanced to | - | 707 |
| ====== | ====== |
The principal balances with related parties are analysed as follows:
| 30.06.12 €000 |
31.12.11 €000 |
|
|---|---|---|
| Ultimate controlling party and | ||
| related entities | ||
| Amounts receivable from | 137 | 227 |
| Amounts payable to | (43) | (352) |
| ==== | ==== | |
| Jointly-controlled entity | ||
| Loans receivable from | 3,079 | 3,625 |
| ==== | ==== |
Loans receivable from the jointly-controlled entity are stated net of provisions for impairment as disclosed in Note 7 to these interim financial statements.
I hereby confirm that to the best of my knowledge:
Deepak S Padmanabhan Chairman
31 August 2012

We have reviewed the accompanying condensed consolidated statement of financial position of GO p.l.c. as at 30 June 2012, the related condensed consolidated income statement and statements of comprehensive income, changes in equity and cash flows for the six-month period then ended and the explanatory notes ('the interim financial information'). The directors are responsible for the preparation and fair presentation of this interim financial information in accordance with International Financial Reporting Standards (IFRSs) as adopted by the EU applicable to interim financial reporting (International Accounting Standard 34 'Interim Financial Reporting'). Our responsibility is to express a conclusion on this interim financial information based on our review.
We conducted our review in accordance with International Standard on Review Engagements 2410, 'Review of Interim Financial Information Performed by the Independent Auditor of the Entity'. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
This report, including its conclusion, has been prepared for the Company for the purpose of the Listing Rules of the Malta Financial Services Authority and for no other purpose. We do not, in producing this report, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.
Based on our review, nothing has come to our attention that causes us to believe that the accompanying condensed consolidated interim financial information is not prepared, in all material respects, in accordance with International Accounting Standard 34 'Interim Financial Reporting'.

Without qualifying our conclusion, we draw attention to Note 2 to the condensed consolidated interim financial statements, which addresses developments in connection with the Group's investment in its jointly-controlled entity. This matter is considered to be of fundamental importance to the users' understanding of the financial information because of the nature of these developments and the potential impact they may have on the value of the Group's investment, which at 30 June 2012 was carried at €3.1 million (31 December 2011: €3.6 milion).
167 Merchants Street Valletta Malta
Simon Flynn Partner
31 August 2012
a) The maintenance and integrity of the GO p.l.c. website is the responsibility of the Directors of the Company; the work carried out by the auditors does not involve consideration of these matters and, accordingly, the auditors accept no responsibility for any changes that may have occurred to the condensed consolidated interim financial information since this was initially presented on the website. b) Legislation in Malta governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
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