The Group continued to exercise cautious cost control and substantially reduced its corporate overhead during the period. As a result, Other Businesses EBITDA loss in the first half of 2006 narrowed by 23%.
Consolidated EBITDA margin decreased by nearly 2 percentage points to 26% while TSS EBITDA margin was maintained at 46%.
Net other gains decreased to HK$98 million for the six months ended June 30, 2006 from HK$545 million in the first half of 2005 largely due to the lower net realized and unrealized gains arising from cross currency swap contracts and other investments of the Group.
Interest income for the six months ended June 30, 2006 increased 82% year-on-year to HK$312 million. Finance costs decreased 16% to HK$928 million after the US$1,100 million 3.5% guaranteed convertible bonds due 2005 were redeemed in December 2005. Average cost of debt for the six months ended June 30, 2006 was approximately 6.4%.
Share of Results of Associates
Share of results of associates decreased to HK$18 million for the six months ended June 30, 2006 from HK$100 million in the first half of 2005 after the Group’s disposal of its entire interest in MobileOne Ltd in October 2005.
Taxation
Taxation expenses for the six months ended June 30, 2006 increased 3% to HK$609 million and the Group’s effective tax rate for the six months ended June 30, 2006 was 36% (June 30, 2005: 35%). This rate is higher than the statutory tax rate of 17.5% mainly due to the fact that losses of some companies cannot be offset against profits of other companies for Hong Kong tax purposes and the disallowance of financing costs relating to the financing of non-income-producing assets. Excluding these factors, the Group would have an effective tax rate around the statutory tax rate of 17.5%.
Minority Interests
Minority interests of HK$278 million primarily represented the net profit attributable to the minority shareholders of PCPD.
Profit Attributable to Equity Holders of the Company
Profit attributable to equity holders of the Company for the six months ended June 30, 2006 decreased to HK$796 million from HK$954 million in the first half of 2005 mainly due to a lower investment gain recognized in the current period partially offset by a higher operating profit and the substantial savings in net finance costs.
LIQUIDITY AND CAPITAL RESOURCES
Net cash outflow from operating activities for the six months ended June 30, 2006 was HK$2,817 million compared to an inflow of HK$1,587 million for the same period in 2005. At the end of June 2006, a total of HK$4,314 million was set aside in a restricted cash account mainly for discharging the US$450 million 1% guaranteed convertible bonds due in January 2007. Excluding such difference, net cash inflow from operating activities for the period was relatively stable on a year-on-year basis.
The Group’s gross debt4totaled HK$30,467 million as at June 30, 2006 (December 31, 2005: HK$29,165 million) while cash and cash equivalents decreased to HK$5,574 million (December 31, 2005: HK$9,679 million). The Group’s net debt4was HK$20,579 million as at June 30, 2006 compared to HK$19,486 million as at December 31, 2005.
PCCW-HKT Telephone Limited (“HKTC”), an indirect wholly-owned subsidiary of the Company, had a total of HK$10,800 million committed medium-term revolving credit facilities, of which HK$3,000 million remained undrawn as at June 30, 2006. In July 2006, PCCW further strengthened its liquidity position by entering into a HK$6,450 million four-year revolving loan facility for general corporate purposes.
—10—
The Cyberport project continued to generate surplus proceeds from the sale of Bel-Air units. Net surplus proceeds distributed to the Group over the course of the Cyberport project totaled HK$2,285 million, including HK$638 million received in the first half of 2006.
The Group’s gross debt4to total assets was 58.8% as at June 30, 2006.
Credit Ratings of HKTC
As at the date of this announcement, HKTC had investment grade ratings with Standard & Poor’s Ratings Services (BBB/Stable), Moody’s Investors Service (Baa2/Stable) and Fitch Ratings (BBB+/Negative).
CAPITAL EXPENDITURE
Group capital expenditure for the six months ended June 30, 2006 increased to HK$1,070 million (June 30, 2005: HK$691 million), after consolidating SUNDAY’s capital expenditure of HK$324 million in the first half of 2006 (June 30, 2005: Nil). The majority of capital expenditure was spent on meeting demand of new products and services, such asnowTV, and on new initiatives including building the Group’s IP Network, next generation fixed-line services and broadband network expansion. SUNDAY’s capital expenditure was spent on 3G network rollout and enhancement of the 2G network coverage and service quality.
PCCW has made significant investment in its communications network in previous years. This included the upgrade and expansion of network coverage, and building a platform for broadband and fast developing IP initiatives. Besides ongoing core network expansion, capital expenditure will include development of the full IP Network, mobile network services and other new products and services. PCCW will continue to invest prudently, using assessment criteria including internal rate of return, net present value and payback period.
HEDGING
Market risk arises from foreign currency exposure and interest rate exposure related to cash investments and borrowings. As a matter of policy, the Group continues to manage the market risk directly relating to its operations and financing and does not undertake any speculative derivative trading activities. The Finance and Management Committee, a sub-committee of the Executive Committee of the Board, determines appropriate risk management activities undertaken with the aim of managing prudently the market risk associated with transactions undertaken in the normal course of the Group’s business. All treasury risk management activities are carried out in accordance with policies and guidelines approved by the Finance and Management Committee and the Executive Committee of the Company, which are reviewed on a regular basis.
In the normal course of business, the Group enters into forward contracts and other derivative contracts in order to limit its exposure to adverse fluctuations in foreign currency exchange rates and interest rates. These instruments are executed with creditworthy financial
—11—
institutions, and all contracts are denominated in currencies of major industrial countries. Gains and losses on these contracts serve as hedges in that they offset fluctuations that would otherwise impact the Group’s financial results. Costs associated with entering into such contracts are not material to the Group’s financial results.
CHARGE ON ASSETS
As at June 30, 2006, certain assets of the Group with an aggregate carrying value of HK$68 million (December 31, 2005: HK$62 million) were pledged to secure loans and borrowing facilities utilized by the Group.
Certain financial assets at fair value through profit or loss, with an aggregate value of HK$173 million (December 31, 2005: HK$178 million), were placed as collateral in relation to certain equity-linked transactions entered into by the Group in 2002.
CONTINGENT LIABILITIES
| | As at Jun 30, | | As at Dec 31, |
HK$ million | | 2006 | | 2005 |
| | (Unaudited) | | (Audited) |
|
Performance guarantee | | 451 | | 403 |
Others | | 26 | | 34 |
| |
| |
|
| | 477 | | 437 |
| |
| |
|
Apart from the above, as disclosed in the Group’s annual financial statements for the year ended December 31, 2005, on April 23, 2002, a writ of summons was issued against PCCW-HKT Limited (“HKT”), an indirect wholly-owned subsidiary of the Company, by New Century Infocomm Tech Co., Ltd. (“NCIC”) for HKT’s alleged failure to purchase 6,522,000 shares of Taiwan Telecommunication Network Services Co., Ltd. (“TTNS”), an indirect subsidiary of the Company, pursuant to an option agreement entered into on July 24, 2000.
During the period, the Group decided to raise its stake in TTNS in view of the increasing strategic importance of its Taiwan operations in the context of its Greater China business operations. The Group negotiated with NCIC to acquire 6,522,000 shares of TTNS and completed the acquisition in July 2006. Following the purchase, the Group’s effective interest in TTNS was increased to 62.56% from 56.56%.
In July 2006, HKT and NCIC filed a consent summons with the High Court of the Hong Kong Special Administrative Region permanently staying the court action as mentioned above which has effectively terminated these legal proceedings.
HKTC is in dispute with Hong Kong’s Inland Revenue Department (the“IRD”) regarding the deductibility of certain finance expenses. The IRD had raised two assessments for part of the disputed finance expenses on April 21, 2005 and February 3, 2006. HKTC had lodged an objection to both assessments and successfully obtained a holdover of the tax assessed through the purchase of Tax Reserve Certificates in the amount of HK$308 million. The
—12—
estimated tax impact of the dispute may amount to HK$354 million up to June 30, 2006. Based on the information available to the Group to date, HKTC has made a provision based on the best estimate of the amount that may ultimately be required to settle the dispute. The Directors consider that the impact of any unprovided amounts which may materialize is immaterial.
The Group is subject to certain corporate guarantee obligations to guarantee performance of its wholly-owned subsidiaries in the normal course of their businesses. The amount of liabilities arising from such obligations, if any, cannot be ascertained but the Directors are of the opinion that any resulting liability would not materially affect the financial position of the Group.
HUMAN RESOURCES
As at June 30, 2006, the Group had approximately 14,453 employees (June 30, 2005: 13,525), including employees of SUNDAY. About three quarters of these employees work in Hong Kong and the others are based outside of Hong Kong, mainly in mainland China. The Company has established incentive bonus schemes designed to motivate and reward employees at all levels to achieve the Company’s business performance targets. Payment of bonuses is generally based on achievement of net profit after tax target for the Group as a whole and revenue and EBITDA2targets for the Company’s individual businesses. The Company also operates a discretionary employee share option scheme and two share award schemes to motivate employee performance in enhancing shareholders’value.
PCCW places great emphasis on training and developing its people to keep the Company at the leading edge of ICT as well as at the forefront of the best business and customer service practices. A wide spectrum of training programs on product, system, business and management practices were provided to help build a competitive workforce and cultivate effective managerial practices throughout the Group. Career and leadership development programs and various trainee schemes were in place to take care of career development of both internal talent and top-notch graduate intakes while serving to build general business and management strength for the Group.
INTERIM DIVIDEND
The Board has resolved to declare an interim dividend of 6.5 HK cents per share (June 30, 2005: 6.5 HK cents per share) for the six months ended June 30, 2006 to shareholders whose names appear on the Register of Members of the Company on October 4, 2006, payable on or around October 11, 2006.
CLOSURE OF REGISTER OF MEMBERS
The Register of Members will be closed from September 29, 2006 to October 4, 2006 both days inclusive, during which period no transfer of shares of the Company will be effected. In order to qualify for the interim dividend of 6.5 HK cents per share, all transfers, accompanied by the relevant share certificates,
—13—
should be lodged with the Company’sRegistrars, Computershare Hong Kong Investor Services Limited, Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, for registration not later than 4:00 p.m. on September 28, 2006. Dividend warrants will be despatched on or around October 11, 2006.
PURCHASE, SALE OR REDEMPTION OF LISTED SECURITIES
During the six months ended June 30, 2006, neither the Company nor any of its subsidiaries purchased, sold or redeemed any of its listed securities.
AUDIT COMMITTEE
The Audit Committee of the Company has reviewed the accounting policies adopted by the Group and the unaudited interim financial statements of the Group for the six months ended June 30, 2006. Such interim financial statements have not been audited but have been reviewed by the Company’s auditors.
COMPLIANCE WITH THE CODE ON CORPORATE GOVERNANCE PRACTICES
The Company is committed to maintaining high standards of corporate governance for a transparent, responsible and value-driven management that is focused on enhancing shareholders’value.
The Company has applied the principles and complied with all the code provisions of the Code on Corporate Governance Practices (the“Code”) contained in Appendix 14 under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the“Listing Rules”) during the six months ended June 30, 2006, save for the exceptions as described below.
Under code provision A.4.1 of the Code, non-executive directors should be appointed for a specific term, subject to re-election. The Non-Executive Directors are not appointed for a specific term of office. However, all the Directors are subject to retirement by rotation and re-election at annual general meetings in accordance with the Company’s Articles of Association as mentioned below.
Under the second part of code provision A.4.2 of the Code, every director, including those appointed for a specific term, should be subject to retirement by rotation at least once every three years. According to the Company’s previous Articles of Association, all Directors are subject to retirement by rotation and one-third of the Directors (or, if their number is not a multiple of three, then the number nearest to but not greater than one-third) shall retire from office at each annual general meeting.
—14—
At the Annual General Meeting of the Company held on May 24, 2006, a special resolution was passed to amend the relevant articles of the Articles of Association of the Company which provide that every Director shall be subject to retirement at least once every three years and therefore no Director will remain in office for a term of more than three years.
Accordingly, code provisions A.4.1 and A.4.2 of the Code have been fully complied with since May 24, 2006.
INTERIM REPORT
The Company’s 2006 interim report containing information required by Appendix 16 of the Listing Rules will be published on the websites of The Stock Exchange of Hong Kong Limited and the Company (www.pccw.com) in due course.
| By Order of the Board |
| PCCW Limited |
| Hubert Chak |
| Company Secretary |
Hong Kong, September 14, 2006
—15—
CONSOLIDATED INCOME STATEMENT | | | | | | | | |
For the six months ended June 30, 2006 | | | | | | | | |
In HK$ million (except earnings per share) | | Note | | 2006 | | | 2005 | |
| | | | (Unaudited) | | | (Unaudited) | |
|
Turnover | | 3 | | 14,124 | | | 11,701 | |
Cost of sales | | | | (7,555 | ) | | (5,893 | ) |
General and administrative expenses | | | | (4,386 | ) | | (3,834 | ) |
Other gains, net | | 4 | | 98 | | | 545 | |
Interest income | | | | 312 | | | 171 | |
Finance costs | | | | (928 | ) | | (1,100 | ) |
Share of results of associates | | | | 18 | | | 100 | |
| | | |
| | |
| |
Profit before taxation | | 5 | | 1,683 | | | 1,690 | |
Income tax | | 6 | | (609 | ) | | (590 | ) |
| | | |
| | |
| |
Profit for the period | | 3 | | 1,074 | | | 1,100 | |
| | | |
| | |
| |
Attributable to: | | | | | | | | |
Equity holders of the Company | | | | 796 | | | 954 | |
Minority interests | | | | 278 | | | 146 | |
| | | |
| | |
| |
Profit for the period | | | | 1,074 | | | 1,100 | |
| | | |
| | |
| |
Interim dividend declared after the interim period | | 7(a) | | 438 | | | 437 | |
| | | |
| | |
| |
Earnings per share | | 8 | | | | | | |
Basic | | | | 11.83 cents | | | 15.77 cents | |
| | | |
| | |
| |
Diluted | | | | 11.79 cents | | | 15.75 cents | |
| | | |
| | |
| |
—16—
CONSOLIDATED BALANCE SHEET | | | | | | |
As at June 30, 2006 | | | | | | |
|
In HK$ million | | | | As at | | As at |
| | | | June 30, | | December 31, |
| | Note | | 2006 | | 2005 |
| | | | (Unaudited) | | (Audited) |
|
ASSETS AND LIABILITIES | | | | | | |
Non-current assets | | | | | | |
Property, plant and equipment | | | | 15,759 | | 16,012 |
Investment properties | | | | 3,423 | | 3,390 |
Interests in leasehold land | | | | 1,143 | | 661 |
Properties under development | | | | 1,784 | | 1,935 |
Goodwill | | | | 2,661 | | 2,661 |
Intangible assets | | | | 1,343 | | 1,326 |
Interest in jointly controlled companies | | | | 9 | | 10 |
Interest in associates | | | | 713 | | 695 |
Held-to-maturity investments | | | | 15 | | 18 |
Available-for-sale financial assets | | | | 551 | | 526 |
Amounts due from related companies | | | | 13 | | 15 |
Net lease payments receivable | | | | 203 | | 203 |
Deferred tax assets | | | | 2 | | 4 |
Other non-current assets | | | | 102 | | 118 |
| | | |
| |
|
| | | | 27,721 | | 27,574 |
| | | |
| |
|
Current assets | | | | | | |
Properties under development | | | | 2,147 | | 5,538 |
Properties for sale | | | | 452 | | 131 |
Sales proceeds held in stakeholders’accounts | | | | 3,681 | | 4,293 |
Restricted cash | | | | 7,415 | | 1,592 |
Prepayments, deposits and other current assets | | | | 1,573 | | 1,382 |
Inventories | | | | 524 | | 534 |
Amounts due from related companies | | | | 49 | | 45 |
Derivative financial instruments | | | | 99 | | 102 |
Financial assets at fair value through profit or loss | | | | 229 | | 312 |
Investment in unconsolidated subsidiaries held for | | | | | | |
sale | | | | 45 | | 45 |
Accounts receivable, net | | 9 | | 2,301 | | 2,056 |
Cash and cash equivalents | | | | 5,574 | | 9,679 |
| | | |
| |
|
| | | | 24,089 | | 25,709 |
| | | |
| |
|
—17—
In HK$ million | | | | As at | | | As at | |
| | | | June 30, | | | December 31, | |
| | Note | | 2006 | | | 2005 | |
| | | | (Unaudited) | | | (Audited) | |
|
Current liabilities | | | | | | | | |
Short-term borrowings | | | | (11,870 | ) | | (6,500 | ) |
Derivative financial instruments | | | | (73 | ) | | (62 | ) |
Accounts payable | | 10 | | (890 | ) | | (997 | ) |
Accruals, other payables and deferred income | | | | (4,518 | ) | | (5,214 | ) |
Provisions | | | | (4,937 | ) | | (5,299 | ) |
Amounts due to related companies | | | | (980 | ) | | (1,153 | ) |
Gross amount due to customers for contract work | | | | (11 | ) | | (11 | ) |
Advances from customers | | | | (1,590 | ) | | (2,269 | ) |
Taxation | | | | (400 | ) | | (855 | ) |
| | | |
| | |
| |
| | | | (25,269 | ) | | (22,360 | ) |
| | | |
| | |
| |
Net current (liabilities)/assets | | | | (1,180 | ) | | 3,349 | |
| | | |
| | |
| |
Total assets less current liabilities | | | | 26,541 | | | 30,923 | |
| | | |
| | |
| |
Non-current liabilities | | | | | | | | |
Long-term liabilities | | | | (18,928 | ) | | (22,857 | ) |
Amounts due to minority shareholders of | | | | | | | | |
subsidiaries | | | | (11 | ) | | (11 | ) |
Deferred tax liabilities | | | | (2,119 | ) | | (2,181 | ) |
Deferred income | | | | (797 | ) | | (860 | ) |
Defined benefit liability | | | | (12 | ) | | (13 | ) |
Provisions | | | | (723 | ) | | (1,435 | ) |
3G licence fee liability | | | | (558 | ) | | (531 | ) |
Other long-term liabilities | | | | (284 | ) | | (303 | ) |
| | | |
| | |
| |
| | | | (23,432 | ) | | (28,191 | ) |
| | | |
| | |
| |
Net assets | | | | 3,109 | | | 2,732 | |
| | | |
| | |
| |
CAPITAL AND RESERVES | | | | | | | | |
Share capital | | | | 1,684 | | | 1,681 | |
Deficit | | | | (936 | ) | | (1,071 | ) |
| | | |
| | |
| |
Equity attributable to equity holders of the | | | | | | | | |
Company | | | | 748 | | | 610 | |
Minority interests | | | | 2,361 | | | 2,122 | |
| | | |
| | |
| |
Total equity | | | | 3,109 | | | 2,732 | |
| | | |
| | |
| |
—18—
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the six months ended June 30, 2006
1 | BASIS OF PREPARATION |
|
| The unaudited condensed consolidated financial statements of PCCW Limited (the“Company”) and its subsidiaries (collectively known as the“Group”) have been prepared in accordance with Hong Kong Accounting Standard (“HKAS”) 34“Interim Financial Reporting”issued by the Hong Kong Institute of Certified Public Accountants. |
|
| The preparation of the unaudited condensed consolidated financial statements in conformity with HKAS 34 requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses on a year to date basis. Actual results may differ from these estimates. |
|
| The accounting policies and methods of computation used in preparing these unaudited condensed consolidated financial statements are consistent with those followed in preparing the Group’s annual financial statements for the year ended December 31, 2005, except for the adoption of the following new and revised Hong Kong Financial Reporting Standards (“HKFRSs”), HKASs and Interpretations (“Int”) (hereinafter collectively referred to as“new HKFRSs”) which are effective for accounting periods beginning on or after January 1, 2006: |
|
| – | Amendment to HKAS 19 Employee Benefits |
|
| | — | Actuarial Gains and Losses, Group Plans and Disclosures |
|
| – | Amendment to HKAS 21 The Effects of Changes in Foreign Exchange Rates |
|
| | — | Net Investment in a Foreign Operation |
|
| – | Amendment to HKAS 39 Financial Instruments: Recognition and Measurement |
|
| | — | Cash Flow Hedge Accounting of Forecast Intragroup Transactions |
|
| | — | The Fair Value Option |
|
| – | Amendments to HKAS 39 Financial Instruments: Recognition and Measurement & HKFRS 4 Insurance Contracts |
|
| | — | Financial Guarantee Contracts |
|
| – | HKFRS-Int 4 Determining whether an Arrangement contains a Lease |
|
The adoption of these new HKFRSs has no material effect on the Group’s results and financial position for the current or prior periods. |
|
2 | MATERIAL TRANSACTIONS |
|
| a. | On January 10, 2006, the High Court of the Hong Kong Special Administrative Region (the“High Court”) made an order permitting the release of the Company from its undertakings given to the High Court in connection with the capital reduction of the Company. In summary, the undertakings required certain amounts to be credited to the special capital reserve created in connection with the capital reduction; that those amounts should not be treated as realized profit for the purposes of the Hong Kong Companies Ordinance; that the special capital reserve should be treated as undistributable for the purposes of the Hong Kong Companies Ordinance; and that the Company record a summary of the undertakings in its audited or interim financial statements. |
|
| | The order of the High Court permits the undertakings to be released subject to the Company setting aside sums totalling approximately US$544 million (approximately HK$4,243 million) and HK$106 million for the sole purpose of discharging certain debts or liabilities of the Company existing at the |
—19—
| | date of the capital reduction, principally being the aggregate amount of principal, accrued interest and redemption premium payable on maturity of the US$450 million 1% guaranteed convertible bonds due 2007 issued by PCCW Capital No. 2 Limited, an indirect wholly-owned subsidiary of the Company. Those amounts were set aside, and the release of the undertakings thereby became effective, on March 27, 2006. As at June 30, 2006, the total cash set aside was approximately HK$4,314 million and has been recorded under“Restricted cash”in the unaudited consolidated balance sheet. |
|
| | Following the release of the undertakings, the Company and the special capital reserve ceased to be subject to those restrictions and the Company is no longer required to record a summary of the undertakings in its audited or interim financial statements. |
|
| b. | On March 2, 2006, PCCW IMS China Development Company Limited (“PCCW IMS China”), an indirect wholly-owned subsidiary of the Company, entered into a sale and purchase agreement withChina Network Communications Group Corporation (“China Netcom”), a stated-owned enterprise established under the laws of the People’s Republic of China (the“PRC”), and China Netcom (Holdings) Company Limited, a stated-owned enterprise established under the laws of the PRC and a wholly-owned subsidiary of China Netcom, as vendors, and China Netcom Broadband Corporation Limited (“CNCBB”), a limited liability company established in the PRC and a subsidiary of China Netcom, as the target company, whereby PCCW IMS China agreed to acquire from the vendors an aggregate of 50% of the registered capital of CNCBB after the completion of CNCBB’s group reorganization at a consideration of RMB318 million (approximately HK$305.77 million), which will be funded by internal resources of the Company and is payable in a prescribed manner. As at June 30, 2006, a deposit of HK$7.8 million has been paid and recorded under“Prepayments, deposits and other current assets”in the unaudited consolidated balance sheet. The transaction has not been completed as at the date of this announcement. |
| c. | Pursuant to an Amended and Restated Limited Partnership Agreement dated April 20, 2006 entered into among, inter alia, Internet Applications Limited, an indirect wholly-owned subsidiary of the Company, and CBC Partners, L.P., the general partner of China Broadband Capital Partners, L.P. (the“Fund”), Internet Applications Limited agreed to invest up to a maximum amount of US$50 million in the Fund as a limited partner of the Fund. The Fund has been established with the principal objective of making investments in telecommunications, media and technology related companies with substantial markets and/or operations in the PRC. As at June 30, 2006, the investment in the Fund was approximately HK$15.6 million and recorded under“Available-for-sale financial assets”in the unaudited consolidated balance sheet. |
| |
3 | SEGMENT INFORMATION |
| |
| During the period, the Group has changed the identification of its reporting business segments. The new basis of segment identification provides a more appropriate presentation of segment information so as to better reflect the Group’s current business development. The Group comprises the following main business segments: |
| |
| Telecommunications Services (“TSS”) is the leading provider of telecommunications products and services including local telephony, broadband access services, local and international data, international direct dial, sales of equipment, technical maintenance and subcontracting services and teleservices businesses. |
—20—
| TV & Content includes interactive pay-TV service and the Internet portal multimedia entertainment platform. Mobile includes the Group’s 2G and 3G mobile businesses. PCCW Solutions offers Information and Communications Technologies services and solutions in Hong Kong and mainland China. Pacific Century Premium Developments Limited (“PCPD”) covers the Group’s property portfolio in Hong Kong and mainland China including the Cyberport project development in Hong Kong. Other Businesses include the Group’s directories operations in Hong Kong and mainland China, telecommunications business in Taiwan, wireless broadband business in the United Kingdom and all corporate support functions. An analysis of turnover and contribution to the Group’s results by business segment is set out below: For the six months ended June 30, 2006 |
| In HK$ million | | TSS (Unaudited) | | TV & Content (Unaudited) | | | Mobile (Unaudited) | | | PCCW Solutions (Unaudited) | | | PCPD (Unaudited) | | Other Businesses (Unaudited) | | | Eliminations (Unaudited) | | | Consolidated (Unaudited) | |
|
| TURNOVER | | 7,405 | | 303 | | | 585 | | | 737 | | | 5,276 | | 364 | | | (546 | ) | | 14,124 | |
| | |
| |
| | |
| | |
| | |
| |
| | |
| | |
| |
|
| RESULT | | | | | | | | | | | | | | | | | | | | | | |
| Segment results | | 2,401 | | (235 | ) | | (292 | ) | | 62 | | | 701 | | (356 | ) | | — | | | 2,281 | |
| Interest income | | | | | | | | | | | | | | | | | | | | | 312 | |
| Finance costs | | | | | | | | | | | | | | | | | | | | | (928 | ) |
| Share of results of associates | | 18 | | — | | | — | | | — | | | — | | — | | | — | | | 18 | |
| | |
| |
| | |
| | |
| | |
| |
| | |
| | |
| |
| Profit before taxation | | | | | | | | | | | | | | | | | | | | | 1,683 | |
| Income tax | | | | | | | | | | | | | | | | | | | | | (609 | ) |
| | | | | | | | | | | | | | | | | | | | | |
| |
| Profit for the period | | | | | | | | | | | | | | | | | | | | | 1,074 | |
| | | | | | | | | | | | | | | | | | | | | |
| |
|
| For the six months ended June 30, 2005* |
|
| In HK$ million | | TSS (Unaudited) | | TV & Content (Unaudited) | | | Mobile (Unaudited) | | | PCCW Solutions (Unaudited) | | | PCPD (Unaudited) | | Other Businesses (Unaudited) | | | Eliminations (Unaudited) | | | Consolidated (Unaudited) | |
|
| TURNOVER | | 7,389 | | 182 | | | — | | | 806 | | | 3,338 | | 395 | | | (409 | ) | | 11,701 | |
| | |
| |
| | |
| | |
| | |
| |
| | |
| | |
| |
|
| RESULT | | | | | | | | | | | | | | | | | | | | | | |
| Segment results | | 2,362 | | (143 | ) | | — | | | (36 | ) | | 310 | | 26 | | | — | | | 2,519 | |
| Interest income | | | | | | | | | | | | | | | | | | | | | 171 | |
| Finance costs | | | | | | | | | | | | | | | | | | | | | (1,100 | ) |
| Share of results of associates | | 100 | | — | | | — | | | — | | | — | | — | | | — | | | 100 | |
| | |
| |
| | |
| | |
| | |
| |
| | |
| | |
| |
| Profit before taxation | | | | | | | | | | | | | | | | | | | | | 1,690 | |
| Income tax | | | | | | | | | | | | | | | | | | | | | (590 | ) |
| | | | | | | | | | | | | | | | | | | | | | | |
| Profit for the period | | | | | | | | | | | | | | | | | | | | | 1,100 | |
| | | | | | | | | | | | | | | | | | | | | |
| |
—21—
| * | Certain comparative figures have been restated to conform with the business segment presentation in the current period as follows: |
|
| | 1. | TV & Content and Mobile, previously included in TSS, have been presented as separate business segments. |
|
| | 2. | The Group’s retail business broadband and directories businesses, both previously included in Business eSolutions, have been reclassified to TSS and Other Businesses, respectively.Business eSolutions has also been renamed as PCCW Solutions. |
|
| | 3. | PCPD is principally the former Infrastructure segment with certain external rental income earned from the Group’s telephone exchange buildings reclassified to Other Businesses. |
|
| In HK$ million | | Six months ended | |
| | | June 30, 2006 | | | June 30, 2005 | |
| | | (Unaudited) | | | (Unaudited) | |
|
| Net realized gains on disposals of investments in a subsidiary and an | | | | | | |
| associate, available-for-sale financial assets and financial assets at | | | | | | |
| fair value through profit or loss | | 15 | | | 98 | |
| Net unrealized (losses)/gains on financial assets at fair value through | | | | | | |
| profit or loss | | (5 | ) | | 26 | |
| Impairment loss on investment in unconsolidated subsidiaries held | | | | | | |
| for sale | | — | | | (6 | ) |
| Net realized and unrealized fair value (losses)/gains on derivative | | | | | | |
| financial instruments | | (19 | ) | | 426 | |
| Dividend income | | 2 | | | 1 | |
| Write back of provision for loss on legal claims | | 105 | | | — | |
| | |
| | |
| |
|
| | | 98 | | | 545 | |
| | |
| | |
| |
—22—
5 | PROFIT BEFORE TAXATION |
| |
| Profit before taxation is stated after crediting and charging the following: |
In HK$ million | | Six months ended | |
| | June 30, 2006 | | | June 30, 2005 | |
| | (Unaudited) | | | (Unaudited) | |
|
Crediting: | | | | | | |
Revenue from properties sold | | 5,123 | | | 3,179 | |
Gain on disposal of property, plant and equipment, investment | | | | | | |
properties and interests in leasehold land | | — | | | 33 | |
|
Charging: | | | | | | |
Cost of sales, excluding properties sold | | 3,172 | | | 3,045 | |
Cost of properties sold | | 4,383 | | | 2,848 | |
Depreciation of property, plant and equipment | | 1,350 | | | 1,240 | |
Amortization of intangible assets | | 104 | | | 48 | |
Amortization of land lease premium | | 13 | | | 8 | |
Loss on disposal of property, plant and equipment, investment | | | | | | |
properties and interests in leasehold land | | 2 | | | — | |
Finance costs on borrowings | | 900 | | | 1,021 | |
Staff costs | | 1,444 | | | 1,438 | |
| |
| | |
| |
|
In HK$ million | | Six months ended | |
| | June 30, 2006 | | | June 30, 2005 | |
| | (Unaudited) | | | (Unaudited) | |
| | | | | | |
Current income tax: | | | | | | |
Hong Kong profits tax | | 699 | | | 648 | |
Overseas tax | | (26 | ) | | 2 | |
Recovery of deferred taxation | | (64 | ) | | (60 | ) |
| |
| | |
| |
| | | | | | |
| | 609 | | | 590 | |
| |
| | |
| |
| Hong Kong profits tax has been provided at the rate of 17.5% (2005: 17.5%) on the estimated assessable profits for the period. Overseas taxation has been calculated on the estimated assessable profits for the period at the rates prevailing in the respective jurisdictions. |
| |
7 | DIVIDENDS |
|
| | |
| a. | Dividend attributable to the interim period |
| | |
| | In HK$ million | Six months ended |
| | | | June 30, 2006 | | June 30, 2005 |
| | | | (Unaudited) | | (Unaudited) |
|
| | Interim dividend declared after the interim period of | | | | |
| | 6.5 HK cents (2005: 6.5 HK cents) per ordinary share | | 438 | | 437 |
| | | |
| |
|
—23—
| | At a meeting held on September 14, 2006, the Directors declared an interim dividend of 6.5 HK cents per share for the year ending December 31, 2006. This interim dividend is not reflected as a dividend payable in these unaudited condensed consolidated financial statements, but will be reflected as an appropriation of retained earnings for the year ending December 31, 2006. |
| | |
| b. | Dividend attributable to the previous financial year, approved and paid during the interim period |
| In HK$ million | | Six months ended |
| | | June 30, 2006 | | June 30, 2005 |
| | | (Unaudited) | | (Unaudited) |
|
| Final dividend in respect of the previous financial year | | | | |
| approved and paid during the following interim period, of12 | | | | |
| HK cents (2005: 9.6 HK cents) per ordinary share | | 808 | | 645 |
| | |
| |
|
8 | EARNINGS PER SHARE |
| |
| The calculations of basic and diluted earnings per share are based on the following data: |
| | | Six months ended |
| | | June 30, 2006 | | June 30, 2005 |
| | | (Unaudited) | | (Unaudited) |
|
| Earnings (in HK$ million) | | | | |
| Earnings for the purposes of basic and diluted earnings per share | | 796 | | 954 |
| | |
| |
|
| Number of shares | | | | |
| Weighted average number of ordinary shares for the purpose of basic | | | | |
| earnings per share | | 6,730,527,364 | | 6,049,937,035 |
| Effect of deemed issue of shares under the Company’s share option | | | | |
| scheme for nil consideration | | 20,738,311 | | 6,123,399 |
| | |
| |
|
| Weighted average number of ordinary shares for the purpose of | | | | |
| diluted earnings per share | | 6,751,265,675 | | 6,056,060,434 |
| | |
| |
|
| | | | | |
| |
| The US$450 million 1% guaranteed convertible bonds due 2007 outstanding as at June 30, 2006 has an anti-dilutive effect on the basic earnings per share for the six months ended June 30, 2006. Both the US$450 million 1% guaranteed convertible bonds due 2007 and the US$1,100 million 3.5% guaranteed convertible bonds due 2005 outstanding as at June 30, 2005 have anti-dilutive effect on the basic earnings per share for the six months ended June 30, 2005. |
| |
9 | ACCOUNTS RECEIVABLE, NET |
| An aging analysis of accounts receivable is set out below: | | | | | | |
|
| In HK$ million | | As at June 30, | | | As at December | |
| | | 2006 | | | 31, 2005 | |
| | | (Unaudited) | | | (Audited) | |
|
| 0—30 days | | 1,227 | | | 1,247 | |
| 31—60 days | | 261 | | | 354 | |
| 61—90 days | | 263 | | | 110 | |
| 91—120 days | | 189 | | | 107 | |
| Over 120 days | | 517 | | | 466 | |
| | |
| | |
| |
| | | 2,457 | | | 2,284 | |
| Less: Impairment loss for doubtful debts | | (156 | ) | | (228 | ) |
| | |
| | |
| |
| | | 2,301 | | | 2,056 | |
| | |
| | |
| |
—24—
| The normal credit period granted by the Group ranges up to 30 days from the date of the invoice unless there is a separate mutual agreement on extension of the credit period. In respect of trade and other receivables, credit evaluations are performed on all customers requiring credit over a certain amount. Debtors who have overdue payable are requested to settle all outstanding balances before any further credit is granted. |
| | | | | |
10 | ACCOUNTS PAYABLE | | | | |
|
| An aging analysis of accounts payable is set out below: | | | | |
|
| In HK$ million | | As at June 30, | | As at December |
| | | 2006 | | 31, 2005 |
| | | (Unaudited) | | (Audited) |
|
| 0—30 days | | 461 | | 648 |
| 31—60 days | | 123 | | 82 |
| 61—90 days | | 28 | | 43 |
| 91—120 days | | 80 | | 49 |
| Over 120 days | | 198 | | 175 |
| | |
| |
|
| | | 890 | | 997 |
| | |
| |
|
|
11 | POST BALANCE SHEET EVENTS |
| |
| On July 18, 2006, the Company entered into a four-year HK$6,450 million revolving loan facility for general corporate purposes. As at the date of this announcement, the Company has drawn down a total of HK$4,800 million under this facility. |
The Directors as at the date of this announcement are as follows:
Executive Directors:
Li Tzar Kai, Richard (Chairman); So Chak Kwong, Jack (Deputy Chairman and Group Managing Director); Peter Anthony Allen; Alexander Anthony Arena; Chung Cho Yee, Mico; Lee Chi Hong, Robert; Dr Fan Xingcha
Non-Executive Directors:
Sir David Ford,KBE, LVO; Zhang Chunjiang; Dr Tian Suning (Deputy Chairman)
Independent Non-Executive Directors:
Prof Chang Hsin-kang; Dr Fung Kwok King, Victor; Dr The Hon Sir Li Kwok Po, David,GBS, OBE, JP; Sir Roger Lobo,CBE, LLD, JP; Aman Mehta; The Hon Raymond George Hardenbergh Seitz
Forward-Looking Statements
This announcement contains certain forward-looking statements. The words“believe”,“intend”,“is confident”,“has confidence”,“expect”,“anticipate”,“project”,“estimate”,“predict”and similar expressions are intended to identify forward-looking statements. These statements are not historical facts or guarantees of future performance. Actual results could differ materially from those expressed or implied in such forward-looking statements. Such forward-looking statements are based on PCCW’s current beliefs, assumptions, expectations, estimates and projections and are subject to risks and uncertainties that could significantly affect expected results. Factors that could cause actual results to differ materially from those reflected in the forward-looking statements are discussed herein and in PCCW’s reports furnished to or filed with the United States Securities and Exchange Commission (“SEC”), including, but not limited to the“Forward-Looking Statements”section and certain other sections of PCCW’s 2005 Annual Report on Form 20-F filed with the SEC on May 11, 2006.
—25—