RNS Number:7287Z
Atlantic Telecom Group PLC
1 March 2001

1 March 2001
                          ATLANTIC TELECOM GROUP PLC
            Quarterly results for the period ended 31 December 2000

Issue of Quarterly Financial Information

Atlantic Telecom Group PLC ("Atlantic, the Company or the Group") is required
to file quarterly financial information in the United States in order to
comply with reporting requirements in respect of its outstanding bonds. In
order to ensure the same information is available to the UK market, this
statement includes the unaudited financial statements for the quarter to 31
December 2000.

Atlantic issued quarterly statistics in respect of the quarter ended 31
December 2000 on 22 January 2001*. At the same time, it also announced a
restructuring of its cost base.

Commenting on the results, Executive Chairman Graham J Duncan said:

"The results announced today are in line with expectations, and confirm that
Atlantic's business plan continues to be executed on schedule. Following our
restructure in January, the Group's strong cash resources ensure that Atlantic
is fully funded for our roll out of broadband services to the SME market in
Germany, Holland and the UK."

Results for the period

Turnover for the nine-month period was #54m compared to #15.7m for the
equivalent period last year, helped by the acquisition of First Telecom, which
has been consolidated since June 2000. A pro-forma profit and loss account is
set out on page 14. The turnover for the six-month period to 30 September 2000
was #32m. The turnover for the quarter to 31 December of #22.1m compares to #
21.5m for the three-months to 30 September 2000.

Our negative earnings before interest, tax, depreciation and amortisation for
the nine-month period was #48.1m. This compares to #15.2m for the nine months
to 31 December 1999. The three-month negative earnings of #20.4m compares to #
14.9m for the quarter ended 30 September 2000 and reflects our continuing
investment in network roll out and the costs associated with the introduction
of the 'atlantic' brand across all markets during the quarter. As previously
reported, we have taken significant steps to restructure our operating costs
in line with our SME strategy.

The average revenues achieved from our customer base continue to be stable,
particularly in the important SME area. For the nine-months to 31 December,
the average revenue per month from our directly connected business customers
in the United Kingdom amounted to #87.06. This compares with the six-month
average of #87.36. Although we are seeking to downscale our residential
business, the average revenues from our directly connected residential base
for the nine-months to 31 December continued to hold up and averaged #36.84
per month, compared to #35.81 per month for the six-months to 30 September.
Our single cable TV operation in Aberdeen continues its expected decrease in
customer numbers. The customer base at 31 December 2000 was 14,860 compared to
14,944 customers at 30 September 2000. The revenue per customer per month
averaged over the nine-month period to 31 December 2000 was #25.94 compared to
#27.17 for the six-month period.

Over the three-months to 31 December, the Group has absorbed #44.7m of cash of
which #28.4m was absorbed in capital expenditure and financial investment.

As at 31 December 2000 the Group had #168 million of cash and #25 million of
investments on the balance sheet. The investments, together with #13 million
of cash are in escrow for interest on the high-yield bonds. The cash and
investments in escrow cover three half-yearly interest payments on the bonds.

Outlook

The benefits from our investment in 2000 will start to come through this year.
SMEs are the vibrant part of the European economy and we are confident of
making further significant progress. Moreover, the underlying cash flow
position should be much improved.

The Board will continue to ensure that it remains focused on providing
long-term value for shareholders in what remains a dynamic market.

For further information contact:
Graham J Duncan, Executive Chairman, Atlantic Telecom            01224 454000

Susy Atkinson, Director of Corporate Affairs, Atlantic Telecom   0141 403 4747
                                                                 07808 397374


Patrick Toyne Sewell/Sara Thomas, Citigate Dewe Rogerson         020 7638 9571

 Notes to Editors

*The quarterly statistics and restructure announcement referred to can be
viewed on the Atlantic website: www.atlantic-telecom.com/global/
third_quarter_stats.htm



CONSOLIDATED SUMMARISED PROFIT AND LOSS ACCOUNT FOR THE NINE MONTHS ENDED 31
DECEMBER 2000
                                            9 months to 9 months to  12 months
                                                                            to
                                            31 December 31 December
                                                                      31 March
                                                   2000        1999
                                            (unaudited) (unaudited)       2000
                                                                     (audited)
                                                  #'000       #'000
                                                                         #'000

TURNOVER: Continuing Operations                  16,495      15,667     21,307
      Acquisitions                               37,576           -          -

                                              ---------   ---------  ---------
                                                 54,071      15,667     21,307

Operating costs - ongoing                     (131,057)    (36,099)   (49,753)

                                              ---------    --------   --------

OPERATING LOSS: Continuing Operations          (48,690)    (20,432)   (28,446)
      Acquisitions                             (28,296)       -          -
                                               
                                                -------   ---------   --------
                                                

GROUP OPERATING LOSS                           (76,986)    (20,432)   (28,446)

Provision for diminution in value of            (1,265)           -          -
investment

Net interest                                   (11,915)     (1,262)    (4,931)

                                               --------    --------   --------

LOSS ON ORDINARY ACTIVITIES BEFORE TAXATION    (90,166)    (21,694)   (33,377)

Tax on loss on ordinary activities                    -           -          -

                                               --------    --------   --------

RETAINED LOSS FOR THE PERIOD
                                               (90,166)    (21,694)   (33,377)

                                                 ======      ======     ======
Loss per share                                 (44.06)p    (23.79)p   (31.32)p
                                                 ======      ======     ======

The directors regard earnings before interest, tax, depreciation and
amortisation, which is set out below and is often used in the
telecommunications and cable industry, as an important measure of the
operating cash flow of the business.
Operating loss                                 (76,986)    (20,432)   (28,446)

Depreciation and amortisation of goodwill        28,883       5,231      7,604
                                               --------    --------   --------
Earnings before interest, tax, depreciation    (48,103)    (15,201)   (20,842)
and amortisation
                                                 ======      ======     ======



CONSOLIDATED BALANCE SHEET AS AT 31 DECEMBER 2000
                                        31 December   31 December     31 March

                                               2000          1999         2000
                                        (unaudited)   (unaudited)    (audited)

                                              #'000         #'000        #'000
FIXED ASSETS
Intangible assets                           370,187         3,608        3,754
Tangible assets                             262,194       214,417      203,101
Investments                                       -             -          855
                                         ----------   -----------   ----------
                                            632,381       218,025      207,710
                                         ----------   -----------   ----------
CURRENT ASSETS
Stock                                         5,407         6,020        4,139
Debtors : amounts falling due                10,786         9,977       10,435

after more than one year
Debtors: amounts falling due                 32,053         7,342       13,472

within one year

Investments                                  25,317             -       48,701

Cash at bank                                168,626       120,063      263,226

                                         ----------    ----------   ----------

                                            242,189       143,402      339,973

CREDITORS                                 (106,182)      (23,956)     (35,070)

Amounts falling due within one year      ----------    ----------   ----------

NET CURRENT ASSETS                          136,007       119,446      304,903

                                         ----------    ----------   ----------

TOTAL ASSETS LESS CURRENT LIABILITIES       768,388       337,471      512,613

CREDITORS                                 (200,915)      (21,430)    (197,772)

Amounts falling due after more than
one year

Equity minority interest                        243             -            -
                                         ----------    ----------   ----------

                                            567,716       316,041      314,841
                                             ======        ======       ======

CAPITAL AND RESERVES
Called up share capital                      53,322        38,388       38,430
Share premium account                       340,948       329,023      328,639
Provision for unallocated share              31,431             -            -
capital
Merger reserve                              277,306             -            -
Other reserves                               16,910             -       10,690
Profit and loss account                   (152,201)      (51,370)     (62,918)
                                       ------------   -----------   ----------
                                            567,716       316,041      314,841
                                            =======        ======       ======



CONSOLIDATED SUMMARISED CASH FLOW STATEMENT FOR THE NINE MONTHS ENDED 31
DECEMBER 2000
                                                   9 months   9 months       12
                                                         to         to   months
                                                                             to
                                                         31         31
                                                   December   December 31 March

                                                       2000       1999     2000
                                               (unaudited) (unaudited) (audited)

                                                      #'000      #'000    #'000
RECONCILIATION OF OPERATING LOSS TO NET CASH
OUTFLOW FROM OPERATING ACTIVITIES
Operating loss from operating activities           (76,986)   (20,432)  (28,446)
                                                  
Depreciation of fixed assets                         17,083      5,107    7,439
Amortisation of lease prepayment                        649        124      165
Amortisation of goodwill                             11,151         -        -
                                                     
Exchange loss                                           319          -      38
Network lease prepayments                           (1,000)    (1,500)  (2,000)
                                                    
(Increase)/decrease in stock                        (1,268)       163    2,094
                                                    
Increase in debtors                                 (5,276)      (932)   (1,935)
                                                                 
Increase in creditors                               10,889     (1,305)    2,984
                                                     
Non-cash consideration for consultancy                    -          -    (415)
Gain on disposal of fixed assets                       (20)      (157)     (27)
                                                   --------   -------- --------
Net cash outflow from operating activities         (44,459)   (18,932) (20,103)
                                                  
                                                   --------   -------- --------
                                                 

CASH FLOW STATEMENT

NET CASH OUTFLOW FROM OPERATING ACTIVITIES          (44,459)  (18,932)  (20,103)
                                                 

RETURNS ON INVESTMENTS AND SERVICING OF FINANCE     (3,895)    (1,262)  (9,146)

CAPITAL EXPENDITURE AND FINANCIAL INVESTMENT       (63,043)  (145,466) (17,818)
                                                   

ACQUISITIONS      - Purchase of subsidiaries        (9,142)          -    (218)
      - Expenses related to acquisition             (7,614)          -     (12)
      - Bank balances at subsidiary                  17,990          -     (53)
                                                   --------   -------- --------
                                                      1,234          -    (283)

MANAGEMENT OF LIQUID RESOURCES                     (63,688)          - (103,885)
                                                   

FINANCING                                          (10,005)    281,031  352,965

                                                   --------  --------- ---------
(DECREASE)/INCREASE IN CASH                       (183,856)    115,371  201,730
                                                  
                                                     =====      =====    =====




NOTES TO THE CONSOLIDATED SUMMARISED CASH FLOW STATEMENT

 1. ANALYSIS OF NET FUNDS / (DEBT)

                      At 1                Cash Non-cash    Exchange       At 31
                     April Acquisitions Flow #  Items #  Movement #    December
                    2000 #        #'000   '000     '000        '000  2000 #'000
                      '000

Cash               207,960           - (179,800)        -         394    28,554

Bank overdraft       (856)           -  (4,056)        -           -     (4,912)
                 --------- --------- ------------ --------------------- --------
                   207,104           -  (183,856)       -         394    23,642
                 ---------    --------- ------------ -----------  ---------- ---

Short term          55,266           -  87,665          -       2,053   144,984
deposits

Restricted          48,701           - (23,977)    (129)         722     25,317
current asset
investments *

Debt after one   (186,885)            -    300    (801)       (3,959)  (191,345)
year

Debt within year     (422)      (7,000)  3,105        -           -      (4,317)

Finance Leases    (24,830)      (4,987)  5,545    (644)           -     (24,916)
                 ---------    --------- ------------ -----------  ---------- ---
Net funds /         98,934     (11,987) (111,218)  (1,574)       (790) (26,635)
(debt)
                     =====      =====    ======      ======      ======  =======
                                             


2. RECONCILIATION OF NET CASHFLOW TO MOVEMENT IN NET (DEBT)/FUNDS
                      9 months to 31         9 months to 31        12 months to
                       December 2000          December 1999          March 2000
                         (unaudited)            (unaudited)           (audited)

                               #'000                  #'000               #'000

(Decrease) /               (183,856)                115,371             201,730
increase in cash in
the period

Cash outflow from             63,688                      -             103,885
movement in liquid
resources

Cash outflow /                 3,405                    300           (184,949)
(inflow) from
movement in debt

Cash outflow from              5,545                  3,311               5,068
lease financing
                        ------------            -----------         -----------
Change in net funds        (111,218)                118,982             125,734
resulting from cash
flows

Inception of                   (644)               (17,893)            (18,991)
finance leases

Exchange                       (790)                      -                (38)
differences

Acquisitions                (11,987)                      -                (12)

Other non-cash                 (930)                      -               (335)
items
                        ------------            -----------         -----------
Movement in net            (125,569)                101,089             106,358
(debt) / funds in
the period

Net funds / (debt)            98,934                (7,424)             (7,424)
at 1 April
                        ------------            -----------         -----------
Net (debt) / funds          (26,635)                 93,665              98,934
at 31 December
                             =======                 ======              ======

*Restricted investments of #25m and restricted cash of #13m are held in escrow
by Bankers Trust Company, an independent agent to meet the next three interest
payments on the unsecured senior notes issued on 3 February 2000. Bankers
Trust Company will hold the investments to maturity when they will distribute
the interest payment to the bond holders. The investments comprise UK and
European listed Government Bonds.

NOTES TO THE INTERIM REPORT

1. Preparation of Interim Report

The interim financial information for the nine months ended 31 December 2000
was approved by the directors on 28 February 2001. It has been prepared in
accordance with relevant accounting standards on a consistent basis using
accounting policies set out in the 2000 financial statements. Goodwill arising
on the acquisition of First Telecom Group plc in the current year,
representing the excess of the fair value of the consideration given over the
fair values of the identifiable net assets acquired is capitalised and
amortised on a straight line basis over its estimated useful economic life
which has been assessed as 20 years.

The interim financial information is unaudited.

2. Financial information

The financial information set out on pages 3 to page 6 does not constitute
full statutory accounts for the purposes of section 240 of the Companies Act
1985. Comparative figures for the year ended 31 March 2000 are extracted from
the statutory financial statements, which have been delivered to the Registrar
of Companies. The report of the auditors on those financial statements was
unqualified and did not contain a statement under section 237 (2) of the
Companies Act 1985.

3. Segment Information

Geographical segments:
Turnover by origin                            United       Rest of       Group
                                             Kingdom        Europe
                                               #'000         #'000       #'000

Sales to third parties                        38,345        15,726      54,071
                                          ----------     --------- -----------
Segment operating loss                      (67,476)       (9,510)    (76,986)
                                          ----------     --------- -----------

Segment operating assets/                    629,490      (35,139)     594,351
(liabilities)
                                          ----------     --------- -----------

Net funds                                   (34,492)         7,857    (26,635)
                                          ----------     --------- -----------

Net assets / (liabilities)                   594,998      (27,282)     567,716
                                          ----------     --------- -----------

Prior to the acquisition of First Telecom Group plc on 7 June 2000 the Group's
turnover originated in the United Kingdom.

There is no material difference between turnover by origin and turnover by
destination.

4. Loss per share

The loss per share is based on the loss attributable to the Ordinary
Shareholders of #90,166,000 (31 December 1999 - loss of #21,694,000 and 31
March 2000 - loss of #33,377,000) and on the weighted average number of
Ordinary Shares in issue during the period of 204,641,210 (31 December 1999 -
91,173,532 and 31 March 2000 - 106,559,708). The increase is due to the
purchase of First Telecom Group plc as detailed in Note 7. Shares issued to
date in relation to this acquisition total 59,388,932.

At 31 December 2000, there were 75,000 Sterling and 200,000 Euro outstanding
share warrants, 12,501,263 outstanding share options in existence and
6,103,113 shares to be issued in respect of deferred considerations. Of the
outstanding share options in existence, 1,888,527 relate to the acquisition of
First Telecom Group plc. The remainder, 9,711,379 relate to new share option
schemes which commenced in November and December 2000. The shares that would
be issued in respect of these warrants, options and deferred shares are not
treated as dilutive as their issue would decrease the loss per share.
Accordingly no diluted loss per share figure is shown.

5. Provision for diminution in value of investment

At 31 March 2000, the group held a 10% shareholding in Skyline S.A. Of this,
5% of the share capital was received in consideration for consultancy and
advice given in relation to Skyline's application to the ART (French
Telecommunications Regulatory Authority) for telecommunications licences.
During the current year a further option on 5% of share capital was taken up.

Subsequent to the year end Skyline S.A. were unsuccessful in their application
for telecommunication licences and therefore the investment has been written
down to nil value.

6. Dividend

In view of the deficit on reserves the directors cannot recommend a dividend
and the loss for the period has therefore been offset against reserves.

7. Acquisitions

(i) On 7 June 2000, the Group issued 56,592,858 new ordinary shares, 5,278,704
share options and 6,103,113 deferred shares in consideration for 100% of the
share capital of First Telecom Group plc.

The provisional fair value of the assets and liabilities of First Telecom
Group plc acquired were as follows:


                                                                          #'000

Net liabilities acquired at provisional fair value                     (18,956)
Goodwill                                                                369,650
                                                                     ----------
Consideration                                                           350,694
                                                                         ======
Satisfied by:
Issue of shares                                                         291,453
Issue of share options                                                   20,255
Deferred consideration                                                   31,431
Acquisition costs paid                                                    7,555
                                                                     ----------
                                                                        350,694
                                                                         ======

The summarised profit and loss account of First Telecom Group plc from 1
January 2000, the beginning of its financial year, to the date of acquisition
was as follows:


                                                                          #'000

Turnover                                                                 29,181
                                                                     ----------
Operating loss                                                         (22,442)
                                                                     ----------
Loss before tax                                                        (19,901)
                                                                     ----------
Taxes                                                                         -
                                                                     ----------
Loss after tax                                                         (19,901)
                                                                         ======

 (ii) On 22 September 2000 the Group acquired 42,250 ordinary shares of #1
each in Tele Partner Plus BV, being 65% of the Company's increased nominal
share capital for a consideration of #9,142,000.

(iii) On 20 October 2000, the Group acquired the customer base and ISP
services of ISE-Gulliver, an internet access provider in South East France for
a consideration of approximately #740,000.

8. Quantitive information about market risk

The Group uses financial instruments comprising borrowings, cash, liquid
resources and various items, such as trade debtors and trade creditors that
arise from its operations. The Group does not use derivatives. The main
purpose of these financial instruments is to raise finance for the Group's
operations. The Group is exposed to various market risks, including changes in
foreign currency exchange and interest rates. Market risk is the potential
loss arising from adverse changes in market rates and prices such as foreign
currency exchange and interest rates. The main risks arising from the Group's
financial instruments are interest rate risk, liquidity risk and foreign
currency risk. The Directors review and agree policies for managing each of
these risks and they are summarised below. These policies have remained
unchanged from previous years.

Short term debtors and creditors

Short term debtors and creditors have been excluded from all of the following
disclosures, other than the currency risk disclosures.

Interest rate risk

The Group's exposure to market risk for changes in interest rates relates
primarily to investments, senior notes, bank deposits and borrowings and
leasing. The Group's exposure to interest rate fluctuations is managed by the
use of both fixed and floating facilities. The Group also mixes the duration
of its deposits and borrowings to reduce the impact of interest rate
fluctuations. The floating rate assets bear interest at rates based on Euro
and UK bank base rates. The weighted period to maturity of zero coupon
financial assets is one year. The floating rate borrowings bear interest rates
based on the six month US LIBOR and UK bank base rates.

Currency risk

The Group is exposed to transaction and translation foreign exchange risk. The
Group does not enter into hedge arrangements in relation to foreign currency
transactions.

Foreign exchange differences on re-translation of assets and liabilities
denominated in foreign currencies are taken to the profit and loss account of
the Group companies and the Group. Exchange differences arising on translation
of the opening net assets and results of overseas operations are dealt with
through reserves.

Liquidity risk

The Group seeks to manage financial risk, to ensure sufficient liquidity is
available to meet foreseeable needs and to invest cash assets safely and
profitably.

Further copies of this interim report can be obtained from the company's
registered head office at Atlantic House, 475 - 485 Union Street, Aberdeen,
AB11 6BL, Scotland.

CONSOLIDATED INCOME STATEMENTS FOR THE THREE AND NINE MONTHS ENDED 31 DECEMBER
2000
                 3 months          3 months          9 months          9 months
                 ended 31          ended 31          ended 31          ended 31
                 December          December          December          December
                     2000              1999              2000              1999
              (unaudited)       (unaudited)       (unaudited)       (unaudited)

                    #'000             #'000             #'000             #'000
Turnover:
Continuing          5,890             5,465            16,495            15,667
operations
Acquisitions       16,176                 -            37,576                 -
               ----------        ----------        ----------         ---------
Total              22,066             5,465            54,071            15,667
turnover
               ----------        ----------        ----------         ---------
Operating
loss:
Continuing       (19,121)           (7,781)          (48,690)          (20,432)
operations
Acquisitions     (12,456)                 -          (28,296)                 -
               ----------        ----------        ----------         ---------
                 (31,577)           (7,781)          (76,986)          (20,432)
               ----------        ----------       -----------       -----------
Provision for           -                 -           (1,265)                 -
diminution in
value of
investments

Net interest      (5,062)             (197)          (11,915)           (1,262)
               ----------        ----------        ----------         ---------
Loss on          (36,639)           (7,978)          (90,166)          (21,694)
ordinary
activities
before
taxation

Tax on loss             -                 -                 -                 -
on ordinary
activities
               ----------        ----------        ----------         ---------
Retained loss    (36,639)           (7,978)          (90,166)          (21,694)
for the
period
                   ======            ======            ======            ======



NOTES TO THE CONSOLIDATED INCOME STATEMENTS

1. Earnings before interest, taxes, depreciation and amortisation (EBITDA)
Operating loss                (31,577)       (7,781)       (76,986)     (20,432)

Depreciation and amortisation   11,133         1,957        28,883        5,231
of goodwill

                             ----------     ----------    ----------   ---------
                              (20,444)       (5,824)       (48,103)     (15,201)
                                ======        ======        ======       ======

RECONCILIATION TO US GENERALLY ACCEPTED ACCOUNTING POLICIES (U.S. GAAP)

                        3 months    3 months    9 months    9 months  12 months
                        ended 31    ended 31    ended 31    ended 31   ended 31
                        December    December    December    December March 2000
                            2000        1999        2000        1999
                           #'000       #'000       #'000       #'000      #'000

Net loss per U.K.       (36,639)     (7,978)    (90,166)    (21,694)   (33,377)
GAAP

Development expense           37          37         111         111        147
(1)

Amortisation expense        (43)        (43)       (129)       (129)      (171)
(2)

Stock-based                1,340     (1,726)       2,197     (2,024)    (1,680)
compensation (3)
                     -----------  ---------- ----------- ----------- -----------
Net loss per U.S.       (35,305)     (9,710)    (87,987)    (23,736)   (35,081)
GAAP
                     -----------  ---------- -----------  ---------- -----------

Closing                  567,716     316,041     567,716     316,041    314,841
Shareholders' equity
per U.K. GAAP

Goodwill (2)               4,732       4,732       4,732       4,732      4,732

Amortisation expense     (1,379)     (1,207)     (1,379)     (1,207)    (1,250)
(2)

Development expense      (2,485)     (2,633)     (2,485)     (2,633)    (2,596)
(1)

Difference in gain       (1,483)     (1,483)     (1,483)     (1,483)    (1,483)
on disposal (2)
                     -----------  ---------- ----------- ----------- -----------
Closing                  567,101     315,450     567,101     315,450    314,244
Shareholders' equity
per U.S. GAAP
                     -----------  ---------- ----------- ----------- -----------
Shareholders' equity
at beginning of
period per U.S. GAAP     603,879      39,799     314,244      52,521     52,521

Net loss                (35,305)     (9,710)    (87,987)    (23,736)   (35,081)

Stock-based              (1,340)       1,726     (2,197)       2,024      1,680
compensation (3)

Foreign exchange             144           -         208           -          -
differences

Issuance of shares,        (277)     283,635     342,833     284,641    295,124
net of related costs
                     -----------  ---------- ----------- ----------- -----------
Shareholders' equity     567,101     315,450     567,101     315,450    314,244
at end of period per
U.S. GAAP
                     -----------  ---------- ----------- ----------- -----------


   RECONCILIATION TO US GENERALLY ACCEPTED ACCOUNTING POLICIES (U.S. GAAP)

The following are descriptions of U.S. GAAP reconciling items:

(1) Under U.K. GAAP, the Group capitalises development expenditures related to
specific projects when recoverability can be assessed with reasonable
certainty and these expenditures are amortised over the licence period of the
project or its expected economic life, whichever is shorter. Under U.S. GAAP,
development expenditures are expensed in the period incurred.

(2) In 1995 the Company completed a reverse stock take-over acquisition. Under
U.K. GAAP, the acquiror, Worth Investment Trust PLC ("Worth") is considered
the continuing entity. Under U.S. GAAP, the Company is considered the
acquiror. Accordingly, under U.S. GAAP, the post reverse acquisition
historical financial statements are those of the Company and additional
goodwill is recorded in connection with the acquisition of Worth. Under U.K.
GAAP, prior to December 23, 1998 depending on the circumstances of each
acquisition, goodwill is either written off directly against reserves or
amortised through the profit and loss account over the Directors' estimate of
its useful life (not to exceed 40 years). If a subsidiary or a business is
subsequently sold or closed, any goodwill arising on acquisition that was
written off directly to reserves or that has not been amortised through the
profit or loss account is taken into account in determining the profit or loss
on sale or closure. For U.S. GAAP purposes, the Company has amortised goodwill
over 20 years.

(3) Under U.S. GAAP, the Group's Share Option Scheme results in compensation
cost which is measured by the excess of the quoted market price of the shares
over the option price per share to be paid by the employee. Compensation costs
are charged to expense over the vesting period prior to exercise with the
offsetting increase to the share premium account. Under U.K. GAAP, no
compensation expense is recognised.

Additional disclosures are as follows:


 1. In June 1998 the Financial Accounting Standards Board issued SFAS 133
    "Accounting for Derivative Instruments and Hedging Activities". This
    statement establishes accounting and reporting standards for derivative
    instruments and for hedging activities. It requires that an entity
    recognise all derivatives as either assets or liabilities in the statement
    of financial position and measure those instruments at fair value.
    Subsequent to the issuance of this statement, the Financial Accounting
    Standards Board issued SFAS 137 "Accounting for Derivative Instruments and
    Hedging Activities - Deferral of the Effective Date of FASB Statement No.
    133 - an amendment of FASB Statement No. 133" that deferred the effective
    date of SFAS 133 to all fiscal quarters of all fiscal years beginning
    after June 15, 2000. We have not yet determined the effect of these
    statements on the financial statements of the Company.

 2. There are recent interpretations in the United States related to stock
    compensation. The company is in the process of analysing the effect of
    these interpretations on the stock options issued in connection with the
    acquisition of First Telecom Group plc. The company believes the effect of
    these interpretations will not have a material effect on the consolidated
    position or result of operations.

 3. The SEC staff has issued Staff Accounting Bulletin SAB 101, 'Revenue
    Recognition in Financial Statements', to provide registrants with the
    staff's position on the requirements for revenue recognition under
    generally accepted accounting principles U.S. (GAAP). To recognise revenue
    in the financial statements, U.S. GAAP requires that the revenue be
    realised or realisable and earned. That generally occurs when all of the
    following criteria are met: (1) persuasive evidence that an arrangement
    exists (2) delivery has occurred or services have been rendered and (3)
    the price is fixed or determinable. This bulletin is effective for the
    fourth quarter of fiscal years beginning after December 15, 1999. We have
    not yet determined the effect of this bulletin on the financial statements
    of the Company.

PRO-FORMA PROFIT AND LOSS ACCOUNT FOR THE NINE MONTHS ENDED 31 DECEMBER 2000

Financial performance on a pro-forma basis (assumes the First Telecom
acquisition had taken place on 1 April 1999). This represents an aggregation
of each company's data without making full consolidation adjustments. The
table should be considered for illustrative purposes only.





                                                  Pro-forma Combined
                                                         Group
                                             2000                          1999
                          Pre Exceptional Exceptional Post Exceptional
                                    items       items            items
                                    #'000       #'000            #'000    #'000

Turnover                           65,678           -           65,678   61,185
                               ----------  ----------      ---------- ----------
EBITDA                           (57,600) (i) (4,200)         (61,800) (17,087)
                               ----------  ----------      ---------- ----------
Operating loss before            (91,695)        (ii)         (92,960) (22,723)
interest                                      (1,265)
                               ----------  ----------      ---------- ----------
Retained loss for the            (97,542)     (5,465)        (103,007) (25,215)
period
                                   ======      ======           ======   ======
Net loss per share                                            (48.28)p (16.71)p
                                                                ======   ======

(i) These are costs incurred by the First Telecom Group plc pre-acquisition
for professional fees associated with preparing the Group for either an IPO or
takeover.

(ii) This relates to the provision for diminution in value of the investment
in Skyline S.A. which is shown on the face of the consolidated profit and loss
account.

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