FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of April 2006 COLT TELECOM GROUP plc (Translation of Registrant's Name into English) Beaufort House 15 St. Botolph Street London EC3A 7QN England _________________________________ (Address of Principal Executive Offices) (Indicate by check mark whether the Registrant files or will file annual reports under cover of Form 20-F or Form 40-F.) Form 20-F..X... Form 40-F..... (Indicate by check mark whether the Registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934) Yes ..... No ..X... (If "Yes" is marked, indicate below the file number assigned to the Registrant in connection with Rule 12g3-2(b): 82- ________) This Form 6-K shall be deemed to be incorporated by reference in the Registrant's Registration Statement on Form F-3 (Reg. No.333-05972), in the Registrant's Registration Statement on Form S-8 (Reg. No.333-8362) 27 April 2006 COLT Telecom Group plc announces results for the quarter ended 31 March 2006 COLT Telecom Group plc (COLT), a leading European provider of business communications, today reported its results for the first quarter of 2006. FIRST QUARTER HIGHLIGHTS Compared to Q1 2005: - Revenue increased by 0.2% to GBP307.7m. On a constant currency basis and after excluding reductions in fixed to mobile prices, revenue increased by 4.1% - Non-switched revenues grew by 3.0% to GBP125.2m - Gross margin before depreciation increased by 1.7 percentage points to 35.7% - Selling, general and administrative expenses were reduced by GBP5.2m to GBP62.2m - EBITDA(1) increased by GBP10.5m to GBP47.6m - Loss before taxation decreased by GBP21.1m to GBP7.3m - Free cash flow(2) improved by GBP8.0m to an outflow GBP7.9m Compared to Q4 2005: - Revenue decreased by 0.7% to GBP307.7m. On a constant currency basis and after excluding reductions in fixed to mobile prices, revenue increased by 0.2% - Non-switched revenues grew by 1.1% to GBP125.2m - Gross margin before depreciation decreased by 0.6 percentage points to 35.7% - Selling, general and administrative expenses were reduced by GBP0.7m to GBP62.2m - EBITDA decreased by GBP2.0m to GBP47.6m - Loss before taxation decreased by GBP9.8m to GBP7.3m - Free cash flow decreased by GBP15.2m to an outflow of GBP7.9m COLT Chairman Barry Bateman said: "The markets in which COLT operates continue to be challenging. Compared to a year ago, the financial performance of the Company has nevertheless improved. However, compared to the fourth quarter of 2005, revenues were flat and EBITDA and cash flow were both slightly lower. "In February, we announced a series of corporate actions intended to put COLT into the optimum position to deliver value to its shareholders over the longer term. Since then, we have made good progress on that programme and today I am pleased to announce Luxembourg as the proposed new domicile for COLT. In early May, we will send full details of our proposals to shareholders and, subject to their approval, our programme should be completed by the end of June." (1) EBITDA is earnings before net finance costs, tax, depreciation, amortisation, foreign exchange, exceptional items and profit on repurchase of debt (2) Free cash flow is net cash generated from operating activities less net cash used in investing activities and net finance costs paid Jean-Yves Charlier, Chief Executive Officer, said: "Compared to the previous quarter, COLT reported flat revenues, lower EBITDA and cash flow but reduced losses. Nevertheless, non-switched revenues grew for the fifth successive quarter and we are now winning an increasing number of larger contracts across Europe, whilst our new converged service, COLT Total, is continuing to be well received in the marketplace. During the quarter, we also launched a number of new products, including our IP Voice service in partnership with Avaya. "We are also pleased to announce a number of new projects including a major Switched Ethernet VPN contract with Lufthansa in Germany and a large pan-European Ethernet network services contract with iBahn. At the same time, we have also agreed a substantial three year non-switched services contract with a major global carrier for nearly a thousand sites across Europe. "At the same time, we have also continued to work on our transformation initatives. Our new Customer Service Centre in Barcelona was opened ahead of schedule in March and it already has over 85 employees providing world-class services to our customers across Europe. We also continued to transfer processes to our centre in India which operates now with over 630 employees. "COLT continues to face many challenges, with non-switched revenue growth being our primary objective. We are nevertheless confident that as a result of our transformation initatives we will see further progress during 2006." Financial review Total revenue Revenue for the quarter was GBP307.7m (Q4 2005: GBP309.9m; Q1 2005: GBP307.1m) a decrease of 1.5% over the fourth quarter of 2005 but an increase of 1.2% over the first quarter of 2005, both on a constant currency basis. Excluding the impact of reductions in fixed to mobile prices, constant currency revenue increased by 0.2% over the fourth quarter of 2005 and by 4.1% over the first quarter of 2005. Non-switched revenue as a percentage of total revenue was 40.7% (Q4 2005: 39.9%; Q1 2005: 39.6%). Switched revenue Switched revenue for the quarter decreased by 2.0% to GBP182.2m (Q4 2005: GBP185.9m) and decreased by 1.6% over the first quarter of 2005 (Q1 2005: GBP185.2m). Within switched revenue the proportion of carrier was 33.5% (Q4 2005: 34.6%; Q1 2005: 32.7%). Switched revenue from corporate customers for the quarter decreased by 0.8% to GBP78.4m (Q4 2005: GBP79.0m) and decreased by 5.8% over the first quarter of 2005 (Q1 2005: GBP83.2m). Switched revenue from wholesale customers decreased by 2.9% to GBP103.8m (Q4 2005: GBP106.9m) and increased by 1.8% over the first quarter of 2005 (Q1 2005: GBP102.0m). Non-switched revenue Non-switched revenue for the quarter increased by 1.1% to GBP125.2m (Q4 2005: GBP123.8m) and increased by 3.0% over the first quarter of 2005 (Q1 2005: GBP121.5m). Non-switched revenue from corporate customers increased by 1.9% to GBP100.3m (Q4 2005: GBP98.4m) and increased by 4.0% over the first quarter of 2005 (Q1 2005: GBP96.4m). Non-switched revenue from wholesale customers decreased by 2.0% to GBP24.9m (Q4 2005: GBP25.4m) and decreased by 0.8% over the first quarter of 2005 (Q1 2005: GBP25.1m). Cost of sales Cost of sales decreased by 4.2% to GBP236.7m (Q4 2005: GBP247.2m before exceptional items) and decreased by 6.0% over the first quarter of 2005 (Q1 2005: GBP251.8m). Interconnect and network costs increased by 0.3% to GBP197.9m (Q4 2005: GBP197.4m) and decreased by 2.3% over the first quarter of 2005 (Q1 2005: GBP202.6m). Network depreciation decreased by 22.1% to GBP38.8m (Q4 2005: GBP49.8m before exceptional items) and decreased by 21.1% over the first quarter of 2005 (Q1 2005: GBP49.2m). Operating expenses Operating expenses decreased by 4.2% to GBP69.1m (Q4 2005: GBP72.1m before exceptional items) and decreased by 7.5% over the first quarter of 2005 (Q1 2005: GBP74.7m). Selling, general and administrative (SG&A) expenses for the quarter decreased by 1.1% to GBP62.2m (Q4 2005: GBP62.9m) and decreased by 7.7% over the first quarter of 2005 (Q1 2005: GBP67.4m). SG&A expenses as a proportion of revenue were 20.2% (Q4 2005: 20.3%; Q1 2005: 21.9%). Other depreciation decreased by 25.0% to GBP6.9m (Q4 2005: GBP9.2m before exceptional items) and decreased by 5.5% over the first quarter of 2005 (Q1 2005: GBP7.3m). Finance income and finance costs and similar charges Finance income for the quarter decreased by GBP0.5m to GBP2.0m (Q4 2005: GBP2.5m) and decreased by GBP1.2m over the first quarter of 2005 (Q1 2005: GBP3.2m). Finance costs and similar charges for the quarter increased by GBP1.0m to GBP11.2m (Q4 2005: GBP10.2m) and decreased by GBP1.0m over the first quarter of 2005 (Q1 2005: GBP12.2m). Taxation COLT had no taxable profits in the quarter ended 31 March 2006 or in the quarter ended 31 March 2005. Cash flow There was a free cash outflow of GBP7.9m in the quarter (Q4 2005: inflow of GBP7.3m; Q1 2005: outflow of GBP15.9m). COLT had balances of cash and cash equivalents at 31 March 2006 of GBP221.6m compared with GBP225.3m at 31 December 2005 and GBP349.0m at 31 March 2005. Financial Information Consolidated income statement Three months ended 31 March 2006 2005 GBPm GBPm Revenue 307.7 307.1 Cost of sales Interconnect and network (197.9) (202.6) Network depreciation (38.8) (49.2) (236.7) (251.8) Gross profit 71.0 55.3 Operating expenses Selling, general and administrative (62.2) (67.4) Other depreciation (6.9) (7.3) (69.1) (74.7) Operating profit (loss) 1.9 (19.4) Other income (expense) Finance income 2.0 3.2 Finance costs and similar charges (11.2) (12.2) (9.2) (9.0) Loss on ordinary activities before taxation (7.3) (28.4) Taxation -- -- Loss for period (7.3) (28.4) Basic and diluted loss per share GBP(0.00) GBP(0.02) All of the Group's activities are continuing. The basis on which this information has been prepared is described in Note 1 to this financial information. Consolidated reconciliation of changes in equity Three months ended 31 March 2006 2005 GBPm GBPm Loss for period (7.3) (28.4) Issue of share capital 3.2 -- Shares to be issued under share option plans 0.8 0.5 Revaluation of warrants -- (0.3) Exchange differences -- (9.3) Net changes in equity (3.3) (37.5) Opening equity 339.9 681.8 Closing equity 336.6 644.3 Consolidated balance sheet At 31 At 31 At 31 March December March 2006 2005 2005 GBPm GBPm GBPm ASSETS Non-current assets Intangible assets 40.0 38.9 62.8 Property, plant and equipment 830.8 834.2 1,139.5 Total non-current assets 870.8 873.1 1,202.3 Current assets Trade receivables 186.6 184.8 203.8 Prepaid expenses and other debtors 65.4 53.7 60.4 Cash and cash equivalents 221.6 225.3 349.0 Total current assets 473.6 463.8 613.2 Total assets 1,344.4 1,336.9 1,815.5 EQUITY Capital and reserves Share capital 2,358.9 2,355.7 2,354.4 Other reserves 24.5 23.7 21.9 Retained earnings (2,046.8) (2,039.5) (1,732.0) Total equity 336.6 339.9 644.3 LIABILITIES Non-current liabilities Convertible debt 229.2 224.0 241.7 Non-convertible debt 356.5 351.8 352.0 Provisions for liabilities and 34.9 35.7 44.9 charges Total non-current liabilities 620.6 611.5 638.6 Current liabilities Convertible debt -- -- 131.8 Loan finance 10.5 10.3 -- Trade and other payables 376.7 375.2 400.8 Total current liabilities 387.2 385.5 532.6 Total liabilities 1,007.8 997.0 1,171.2 Total equity and liabilities 1,344.4 1,336.9 1,815.5 Consolidated cash flow statement Three months ended 31 March 2006 2005 GBPm GBPm Net cash generated from operating activities 30.4 22.4 Cash flows from investing activities Purchase of tangible fixed assets (33.3) (31.4) Disposal of tangible fixed assets 0.3 -- Net cash used in investing activities (33.0) (31.4) Cash flows from financing activities Finance costs and similar charges (7.3) (10.0) Finance income 2.0 3.1 Issue of ordinary shares 3.2 -- Redemption of non-convertible debt -- (80.9) Net cash used in financing activities (2.1) (87.8) Net movement in cash and cash equivalents (4.7) (96.8) Cash and cash equivalents at beginning of period 225.3 452.7 Effect of exchange rate changes on cash and cash equivalents 1.0 (6.9) Cash and cash equivalents at end of period 221.6 349.0 Notes to the Financial Information 1. Basis of presentation and principal accounting policies COLT Telecom Group plc ("COLT" or "the Company"), together with its subsidiaries, is referred to as "the Group". Consolidated financial information has been presented for the Group for the three months ended 31 March 2006. The financial information for the three months ended 31 March 2006 and 31 March 2005 is unaudited and does not constitute statutory accounts within the meaning of Section 240 of the Companies Act 1985. The financial information has been prepared in accordance with International Accounting Standard 34 (IAS 34) "Interim Financial Reporting". The financial information should be read in conjunction with the full consolidated financial statements of the Group for the year ended 31 December 2005. The accounting policies used are consistent with those used in the annual financial statements. The presentation of the financial information is consistent with the annual financial statements, except where noted below. Where necessary, comparatives have been reclassified from previously reported interim financial information to take into account any presentational changes made in the annual financial statements or in this interim financial information. Net exchange gains or losses taken through the income statement have been reclassified and are now presented as part of finance costs and similar charges. The Group's operations are not generally subject to significant seasonal or cyclical variations. 2. Segmental information The Group operates in a single business segment, telecommunications, and in the geographical areas shown below. The reported segments are Germany, Strategic Markets, UK and France. Strategic Markets comprises Austria, Belgium, Denmark, Ireland, Italy, Netherlands, Portugal, Spain, Sweden and Switzerland. Switched revenue comprises services that involve the transmission of voice, data or video through a switching centre. Non-switched revenue includes managed and non-managed network services, bandwidth services and voice traffic which is delivered in a digital form (IP Voice). For the three months ended 31 March 2006, 31 December 2005 and 31 March 2005, revenue and result by segment were as follows: Three months ended 31 March 2006 Germany Strategic UK France Total Markets GBPm GBPm GBPm GBPm GBPm Carrier 26.0 20.1 9.4 5.6 61.1 Non-carrier 54.2 30.2 19.2 17.5 121.1 Total switched 80.2 50.3 28.6 23.1 182.2 Non-switched 34.2 43.4 29.5 18.1 125.2 Other -- 0.3 -- -- 0.3 Revenue by segment 114.4 94.0 58.1 41.2 307.7 Operating result by segment (0.6) 4.2 (3.9) 2.2 1.9 Three months ended 31 December 2005 Germany Strategic UK France Total Markets GBPm GBPm GBPm GBPm GBPm Carrier 26.3 21.9 10.3 5.9 64.4 Non-carrier 55.8 28.4 20.3 17.0 121.5 Total switched 82.1 50.3 30.6 22.9 185.9 Non-switched 33.6 42.4 29.7 18.1 123.8 Other -- 0.2 -- -- 0.2 Revenue by segment 115.7 92.9 60.3 41.0 309.9 Operating result by segment before exceptional items (6.3) (2.6) (2.0) 1.5 (9.4) Exceptional item - Impairment -- (99.9) (46.8) (100.5) (247.2) Operating result by segment after exceptional items (6.3) (102.5) (48.8) (99.0) (256.6) Three months ended 31 March 2005 Germany Strategic UK France Total Markets GBPm GBPm GBPm GBPm GBPm Carrier 24.0 24.2 7.5 4.8 60.5 Non-carrier 59.0 26.5 22.4 16.8 124.7 Total switched 83.0 50.7 29.9 21.6 185.2 Non-switched 33.5 40.2 29.7 18.1 121.5 Other -- 0.4 -- -- 0.4 Revenue by segment 116.5 91.3 59.6 39.7 307.1 Operating result by segment (4.4) (4.1) (8.8) (2.1) (19.4) In addition, for the three months ended 31 March 2006, 31 December 2005 and 31 March 2005, revenue by customer type is presented below. Corporate revenue includes services to corporate and government accounts. Wholesale revenue includes services to other telecommunications carriers, resellers and internet service providers. Three months ended 31 March 2006 Corporate Wholesale Total GBPm GBPm GBPm Carrier -- 61.1 61.1 Non-carrier 78.4 42.7 121.1 Total switched 78.4 103.8 182.2 Non-switched 100.3 24.9 125.2 Other -- 0.3 0.3 Revenue 178.7 129.0 307.7 Three months ended 31 December 2005 Corporate Wholesale Total GBPm GBPm GBPm Carrier -- 64.4 64.4 Non-carrier 79.0 42.5 121.5 Total switched 79.0 106.9 185.9 Non-switched 98.4 25.4 123.8 Other 0.2 -- 0.2 Revenue 177.6 132.3 309.9 Three months ended 31 March 2005 Corporate Wholesale Total GBPm GBPm GBPm Carrier -- 60.5 60.5 Non-carrier 83.2 41.5 124.7 Total switched 83.2 102.0 185.2 Non-switched 96.4 25.1 121.5 Other 0.4 -- 0.4 Revenue 180.0 127.1 307.1 Revenue for the three months ended 31 March 2006, compared to the three months ended 31 December 2005 and 31 March 2005 and after excluding the impact of foreign exchange, is shown below: Q1 Q1 Compared to Q4 Q1 Compared to Q1 2006 2006 2005 % Growth 2006 2005 % Growth GBPm GBPm GBPm Actual Constant Actual Constant Constant Actual Constant currency currency currency currency (1) (1) (2) (2) Corporate Total switched 78.4 77.8 (0.8) (1.5) 79.1 (5.8) (4.9) Non-switched 100.3 99.6 1.9 1.2 101.4 4.0 5.2 Total 178.7 177.4 0.6 (0.1) 180.5 (0.7) 0.3 Wholesale Carrier 61.1 60.6 (5.1) (5.9) 61.6 1.0 1.8 Non-carrier 42.7 42.3 0.5 (0.5) 43.1 2.9 3.9 Total switched 103.8 102.9 (2.9) (3.7) 104.7 1.8 2.6 Non-switched 24.9 24.8 (2.0) (2.4) 25.2 (0.8) 0.4 Other 0.3 0.3 n/a n/a 0.3 n/a n/a Total 129.0 128.0 (2.5) (3.3) 130.2 1.5 2.4 Total Carrier 61.1 60.6 (5.1) (5.9) 61.6 1.0 1.8 Non-carrier 121.1 120.1 (0.3) (1.2) 122.2 (2.9) (2.0) Total switched 182.2 180.7 (2.0) (2.8) 183.8 (1.6) (0.8) Non-switched 125.2 124.4 1.1 0.5 126.6 3.0 4.2 Other 0.3 0.3 n/a n/a 0.3 n/a n/a Total 307.7 305.4 (0.7) (1.5) 310.7 0.2 1.2 (1) Q1 2006 revenue has been restated using Q4 2005 exchange rates, and compared to revenue which was reported in Q4 2005 (2) Q1 2006 revenue has been restated using Q1 2005 exchange rates, and compared to revenue which was reported in Q1 2005 3. Loss per share -------------- Three months ended 31 March -------------- 2006 2005 Loss for period (GBPm) (7.3) (28.4) Weighted average number of ordinary shares (m) 1,515.1 1,511.1 Basic and diluted loss per share GBP(0.00) GBP(0.02) 4. Reconciliation of net loss to cash generated from operations Three months ended 31 March 2006 2005 GBPm GBPm Loss for the period (7.3) (28.4) Finance costs and similar charges 11.2 12.2 Finance income (2.0) (3.2) Depreciation 45.7 56.5 Share option charge 0.8 0.5 Movement in receivables (11.2) (23.3) Movement in payables (5.3) 11.0 Movement in provisions (1.6) (3.0) Exchange differences 0.1 0.1 Net cash generated from operations 30.4 22.4 5. EBITDA reconciliation Three months ended 31 March 2006 2005 GBPm GBPm Net cash generated from operations 30.4 22.4 Movement in receivables 11.2 23.3 Movement in payables 5.3 (11.0) Movement in provisions 1.6 3.0 Exchange differences (0.1) (0.1) Share option charge (0.8) (0.5) EBITDA 47.6 37.1 6. Free cash flow reconciliation Three months ended 31 March 2006 2005 GBPm GBPm EBITDA 47.6 37.1 Movement in receivables (11.2) (23.3) Movement in payables (5.3) 11.0 Movement in provisions (1.6) (3.0) Exchange differences 0.1 0.1 Share option charge 0.8 0.5 Finance costs and similar charges paid (7.3) (10.0) Finance income received 2.0 3.1 Net cash used in investing activities (33.0) (31.4) Free cash outflow (7.9) (15.9) Additional Information Operating statistics Q1 06 Q4 05 Q1 05 Growth Growth Q1 06 Q1 06 - - Q4 05 Q1 05 Customers (at end of quarter) Germany 7,610 7,741 7,685 (2%) (1%) Strategic Markets 9,589 9,295 8,671 3% 11% UK 2,893 2,850 2,799 2% 3% France 2,910 2,935 3,070 (1%) (5%) 23,002 22,821 22,225 1% 3% Customers (at end of quarter) Corporate 21,763 21,615 20,982 1% 4% Wholesale 1,239 1,206 1,243 3% -- 23,002 22,821 22,225 1% 3% Switched Minutes (m) (for quarter) Germany 4,076 3,773 3,580 8% 14% Strategic Markets 1,634 1,508 1,350 8% 21% UK 956 1,036 990 (8%) (3%) France 974 1,041 953 (6%) 2% 7,640 7,358 6,873 4% 11% Private Wire VGEs (000) (at end of quarter) Germany 14,549 13,920 12,624 5% 15% Strategic Markets 15,990 13,543 11,260 18% 42% UK 14,048 13,607 10,552 3% 33% France 6,248 5,829 4,410 7% 42% 50,835 46,899 38,846 8% 31% Headcount (at end of quarter) Germany 887 899 991 (1%) (10%) Strategic Markets 1,023 1,028 1,074 -- (5%) UK 1,034 1,015 1,148 2% (10%) France 381 384 413 (1%) (8%) India 631 545 272 16% 231% 3,956 3,871 3,898 2% 1% Strategic Markets comprises Austria, Belgium, Denmark, Ireland, Italy, Netherlands, Portugal, Spain, Sweden and Switzerland. Customers represent the number of customers who purchase network and data solutions products. VGEs are the comparable number of voice circuits, of 64 kilobytes per second, each approximately equivalent in capacity to the non-switched circuit being measured. Headcount comprises active employees excluding temporary and contract workers. Forward Looking Statements This report contains "forward looking statements" including statements concerning plans, future events or performance and underlying assumptions and other statements which are other than statements of historical fact. COLT Telecom Group plc wishes to caution readers that any such forward looking statements are not guarantees of future performance and certain important factors could in the future affect the Group's actual results and could cause the Group's actual results for future periods to differ materially from those expressed in any forward looking statement made by or on behalf of the Group. These include, among others, the following: (i) any adverse change in the laws, regulations and policies governing the ownership of telecommunications licenses, (ii) the Group's ability to manage its growth, (iii) the nature of the competition that the Group will encounter and (iv) unforeseen operational or technical problems. The Group undertakes no obligation to release publicly the results of any revision to these forward looking statements that may be made to reflect errors or circumstances that occur after the date hereof. Enquiries: COLT Telecom Group plc Luke Glass Director Corporate Communications Email: luke.glass@colt.net Tel: +44 (0) 20 7390 3681 Gill Maclean Head of Corporate Communications Email: gill.maclean@colt.net Tel: +44 (0) 20 7863 5314 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form-6K to be signed on its behalf by undersigned, thereunto duly authorized. Date: 27 April 2006 COLT Telecom Group plc By: ___Caroline Griffin Pain___ Caroline Griffin Pain Company Secretary